Streamex Corp.

Current report

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate”and “continue,”or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. For a discussion of risks that could cause actual results to differ materially, see “Item 1A. Risk Factors” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in this Annual Report.

Current report

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

Current report

On May 28, 2025, the Company completed its acquisition of Streamex Exchange Corporation (“Streamex Exchange”). The consolidated financial statements for the year ended December 31, 2025 include the results of the Company and its consolidated subsidiaries, including Streamex Exchange, from the acquisition date.

Current report

As a result of this acquisition, the Company expanded beyond its historical focus as a medical device technology company to a diversified technology platform centered on tokenized finance and the digitization of real-world assets (“RWAs”). Through Streamex Exchange, the Company has developed and operates institutional grade technology platform that supports the tokenization of real-world assets, including gold, and other physical commodity asset interests. The Company operates as an infrastructure provider, enabling the issuance, trading, and backend infrastructure for digital tokens backed by tangible commodities, beginning with gold. The Company continues to operate its legacy medical device technology business, which focuses on healthcare technology innovation through the Company’s PURE EP™ Platform (“PURE EP™”).

Current report

The Company continues to evaluate strategic alternatives for its legacy majority-owned subsidiaries ViralClear Pharmaceuticals, Inc. (“ViralClear”) and BioSig AI Sciences, Inc. (“BioSig AI”). ViralClear’s business is currently dormant and ViralClear’s business objectives are being evaluated. BioSig AI’s business operations have currently been placed on hold.

Current report

Historically, the Company developed and commercialized advanced digital signal processing solutions for electrophysiology. PURE EP™ is designed to deliver real-time, high-fidelity cardiac signal data to electrophysiologists during ablation procedures for the treatment of cardiovascular arrhythmias. In recent periods, the Company has shifted its biomedical strategy toward research and development of proprietary software algorithms intended to enhance clinical decision-making and procedural outcomes.

Current report

Streamex Exchange has developed and operates a blockchain-based platform designed to facilitate the compliant tokenization and exchange of RWAs. As of December 31, 2025, Streamex Exchange remained in the development stage and had not generated revenue. Subsequent to year end, in 2026, the Company launched GLDY and began actively accepting subscriptions. Future revenue generation will depend on platform maturity, regulatory developments, market conditions, adoption and issuance volumes, and the Company’s ability to monetize GLDY and additional tokenized products through fee-based services.

Current report

For the year ended December 31, 2025, the Company operated as a single reportable segment.

Current report

Year Ended December 31, 2025 Compared to Year December 31, 2024

Current report

The following table and narrative sets forth for the periods indicated certain items of our results of operations, expressed in thousands of dollars. The financial information and the discussion below should be read in conjunction with the financial statements and notes contained in this Annual Report on Form 10-K.

Current report

Revenues. Revenue for the years ended December 31, 2025 and 2024 was $0 and $40, respectively, and consisted of recognized service revenue. Historically, the Company’s revenue has been generated from sales of the PURE EP™ Platform and related support services; however, commercial activity was not significant in 2024 and did not recur in 2025.

Current report

Research and Development Expenses. Research and development expenses for the year ended December 31, 2025 were $31 a decrease of $801, or 96%, from $832 for the year ended December 31, 2024. The decrease primarily reflects lower internal personnel-related costs and reduced external research, clinical, and design spending during 2025 as the Company focused resources on strategic transaction and integration activities. Management expects research and development activity to increase in future periods as resources are reallocated to planned initiatives.

Current report

General and Administrative Expenses. General and administrative expenses consist primarily of compensation and benefits (including stock-based compensation), professional fees (including audit, accounting, legal, and consulting), insurance, director fees, rent and facilities, travel, investor relations, and other general corporate costs. General and administrative expenses for the year ended December 31, 2025 were $67.5 million, an increase of $55.9 million, or 481%, from $11.6 million incurred during the year ended December 31, 2024.

Current report

The increase was primarily driven by non-cash stock-based compensation expense recognized during 2025 of approximately $57.1 million compared to $7.0 million in 2024. The 2025 stock-based compensation expense included approximately $52.3 million related to shares and equity awards issued to employees, officers, directors, consultants, and other service providers. As part of the Streamex Exchange acquisition, in December 2025 we issued an aggregate of 824,052 shares of common stock to two third-party advisors as finder’s fees, with a total fair value of approximately $4.8 million, which was included in stock-based compensation expense for 2025.

Current report

The year-over-year increase in stock-based compensation expense was attributable to both a significantly higher volume of equity awards issued during 2025 and a higher fair value per shares at the time of issuance compared to 2024, which resulted in higher grant-date fair values recognized as expense.

Current report

Excluding the impact of stock-based compensation, general and administrative expenses increased year-over-year primarily due to higher professional fees and other public company costs associated with the Streamex Exchange acquisition and integration activities, including transaction-related legal, accounting, and advisory services.

Current report

Impairment of Long Term Assets. For the year ended December 31, 2025, the Company performed a qualitative assessment of its long-lived assets to evaluate whether events or changes in circumstances existed that would indicate that the carrying amounts of such assets may not be recoverable. Based on the combined effect of this indicator analysis, management concluded that no impairment indicators were present and, accordingly, that an impairment test was not required for the year ended December 31, 2025. During the year ended December 31, 2024, the Company re-assessed its carrying amounts of certain property and equipment due to reduced manufacturing of its commercial products and determined that these carrying amounts exceeded the estimated undiscounted future cash flows. Accordingly, the Company recorded a $253 impairment charge to current operations.

Current report

Depreciation and Amortization Expense. Depreciation and amortization expense for the year ended December 31, 2025 totaled $3.5 million, an increase of $3.3 million, or 1780%, over the expense of $188 incurred in the year ended December 31, 2024. The increase was primarily attributable to amortization of identifiable intangible assets recognized in connection with the Streamex Exchange acquisition.

Current report

Other Income (Expense), Net. Other income (expense), net for the year ended December 31, 2025 totaled $(392.9) million, a decrease in other income of $395.4 million, from $2.5 million of other income in the year ended December 31, 2024. The change was driven primarily by a non-cash loss of $389.7 million from the change in fair value of a derivative liability associated with Exchangeable Shares prior to their reclassification to equity on November 4, 2025. The year-over-year change also reflects a loss on warrant settlement of $8.0 million, a loss from changes in fair value of marketable securities of $0.8 million, and higher net interest expense of $1.6 million, partially offset by a non-cash gain of $7.0 million from changes in fair value of embedded derivative liabilities associated with the YA II PN, Ltd. (“Yorkville”) secured convertible debentures. In 2024, results included a gain on negotiated settlements of liabilities with vendors, which was significantly lower in 2025.

Current report

*Income taxes (benefit).*For the year ended December 31, 2025, the Company recorded an income tax benefit of $1.3 million, compared to $0 in the prior-year. The benefit primarily reflects a decrease in the deferred tax liability recorded in connection with the Streamex Exchange acquisition. As of December 31, 2025, a deferred tax liability of $11.4 million remained recorded on the Consolidated Balance Sheets. No comparable benefit was recorded in 2024 as the acquisition and related deferred tax effects did not exist.

Current report

Net Loss Attributable to Streamex Corp. Common Stockholders. As a result of the foregoing, net loss attributable to Streamex Corp. common stockholders for the year ended December 31, 2025 was $462.8 million, compared to a net loss of $10.5 million for the year ended December 31, 2024, after giving effect to amounts attributable to non-controlling interests. The change was driven primarily by a non-cash loss of $389.7 million from the change in fair value of a derivative liability associated with Exchangeable Shares prior to their reclassification to equity on November 4, 2025 and an increase in non-cash stock-based compensation and common stock issued for services charges totaling approximately $57.1 million, which were concentrated in the fourth quarter of 2025.

Current report

Liquidity and Capital Resources

Current report

As of December 31, 2025, we had working capital of approximately $29.1 million and cash of $20.3 million. For the year ended December 31, 2025, we used $10.4 million in operating activities, used $24.3 million in investing activities, and provided $54.9 million from financing activities, primarily from equity offerings and secured convertible debenture issuances, net of issuance costs.

Current report

We expect to continue incurring operating losses and negative cash flows until our products, including the Streamex Exchange’s digital asset infrastructure and PURE EP™ Platform initiatives, achieve sustained commercial success. Although the PURE EP™ Platform is commercially available, revenues to date have not been material, and the timing and extent of future revenues remain uncertain. Subsequent to year end, the Company launched GLDY and began accepting subscriptions; however, revenues to date have not been material. We expect to incur additional costs related to software development, regulatory compliance, and strategic partnerships prior to the commencement of any material revenue-generating activities. The timing and extent of any future revenues will depend on, among other things, continued investor adoption of GLDY, completion of development milestones, regulatory considerations, market conditions, and the successful commercialization of the Streamex Exchange platform and related offerings.

Current report

Subsequent to year end, the Company strengthened its liquidity position through financing transactions and asset monetization activities and eliminated its outstanding secured debt. In January 2026, the Company completed an underwritten public offering generating net proceeds of approximately $37.2 million. The Company also received approximately $10.1 million from the sale of marketable securities and approximately $26.4 million from the sale of restricted gold assets previously classified as held for sale. In February 2026, following a partial conversion of the secured convertible debentures, the Company repaid the remaining outstanding balance for an aggregate cash payment of approximately $38.9 million, and all related security interests were released. Based on our existing cash, together with proceeds received subsequent to year end, we believe we will have sufficient liquidity to meet our anticipated working capital requirements, capital expenditures, and other liquidity needs for at least the next twelve months from the issuance date of the consolidated financial statements included in this Annual Report on Form 10-K.

Current report

Capital Strategy and Uses of Cash

Current report

Our capital strategy focuses on maintaining sufficient liquidity to support ongoing operations, product development, and strategic initiatives, while preserving balance sheet flexibility. We may evaluate additional capital sources from time to time, including:

Current report

While we previously implemented cost-saving measures to reduce cash burn, we have increased spending to accelerate development of the Streamex Exchange platform and related initiatives. These efforts are intended to support long-term growth but will increase near-term cash requirements. There can be no assurance that any future financing, if pursued, would be available on acceptable terms.

Current report

Future financing may include the issuance of equity or debt securities, credit facilities, or other arrangements. Any such financing could result in dilution to existing stockholders or the issuance of securities with rights senior to those of our common stock. Market volatility and macroeconomic conditions may also adversely affect our ability to raise capital on acceptable terms. These financing arrangements are part of management’s broader strategy to address liquidity needs and support commercialization, research and development, and infrastructure expansion. However, there can be no assurance that financing will be available on acceptable terms, or at all.

Current report

If additional capital were required and not obtained on acceptable terms, we may be required to delay or reduce certain research and development programs, scale back commercialization efforts, or enter into strategic arrangements that could require us to relinquish rights to certain technologies or products.

Current report

Our liquidity forecast includes assumptions regarding the timing of Streamex Exchange’s development and commercialization activities, planned expenditures, and cost containment measures.

Current report

Financing Activities

Current report

Yorkville Secured Convertible Debentures and Liquidity Actions

Current report

During 2025, we completed two closings under our secured convertible debenture financing with Yorkville, issuing an aggregate principal amount of $50.0 million in two tranches. Subsequent to year end, we implemented a liquidity plan to eliminate this secured debt, including (i) an underwritten public offering completed in January 2026 that generated $40.25 million of gross proceeds (before underwriting discounts and offering expenses) and (ii) the February 2026 settlement of the Yorkville debentures, which included a partial conversion and a cash payoff of the remaining amounts.

Current report

On January 22, 2026, we delivered an irrevocable optional prepayment notice to Yorkville. On February 6, 2026, Yorkville converted $15.0 million of principal at $4.00 per share, resulting in the issuance of 3,750,000 shares, and we paid an aggregate cash amount of $38.9 million to settle the remaining obligations (comprised of $35.0 million principal, $3.5 million prepayment premium, and approximately $403 of accrued interest), after which the related security interests were released.

Current report

We also entered into a standby equity purchase agreement (“SEPA”) with Yorkville that provided the Company with the right, but not the obligation, to sell shares of common stock during the commitment period. We terminated the SEPA effective January 29, 2026, and did not sell any shares under the SEPA.

Current report

The Yorkville financing and the subsequent settlement affected our liquidity and results of operations primarily through (i) cash proceeds and cash uses related to issuance and settlement, (ii) interest expense (including non-cash amortization of discounts and issuance costs), and (iii) non-cash income statement volatility from fair value accounting for embedded derivative features, each as discussed in the notes to the consolidated financial statements.

Current report

Warrant repurchases for cash upon Fundamental Transaction elections

Current report

Certain of our outstanding common stock purchase warrants contained provisions that, upon the occurrence of a board-approved “Fundamental Transaction” (as defined in the applicable warrant agreements), provided holders with the right to require cash settlement based on the warrants’ Black-Scholes value. In connection with the Streamex Exchange transaction, holders of the affected warrants elected cash settlement, and the Company repurchased warrants for cash during the fourth quarter of 2025. These cash payments in the aggregate of approximately $8.0 million reduced liquidity during the period and are reflected in our consolidated statements of cash flows.

Current report

August 2025 Public Offering

Previous report

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial statements and the related notes thereto that are included in this Form 10-K. In addition to historical information, the following discussion and analysis includes forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the section entitled“Risk Factors.”See“Note on Forward-Looking Statements.”

Previous report

Overview

Previous report

BioSig Technologies is a medical device technology company with an advanced digital signal processing technology platform, the PURE EP™ Platform (“PURE EP”), that delivers insights to electrophysiologists for ablation treatments of cardiovascular arrhythmias.

Previous report

The PURE EP™ Platform enables electrophysiologists to acquire raw signal data in real-time—absent of unnecessary noise or interference—to maximize procedural success and minimize unnecessary inefficiencies. As physician advocates, we believe that the ability to maintain the integrity of intracardiac signals with precision and clarity without driving up procedural costs has never been more pertinent.

Previous report

By capturing critical cardiac signals—even the most complex—PURE EP is designed to enhance clinical decision-making and improve clinical workflow for all types of arrhythmias, even the most challenging procedures for cardiac arrhythmias, like ventricular tachycardia (VT) and atrial fibrillation (AF).

Previous report

BioSig has pivoted from a focus on commercial distribution of hardware to the research and development of novel software algorithms that advance our understanding of mechanisms and tissue characteristics. Data collection began in December 2023 and is ongoing. Despite its rapid adoption, there is room to improve the long-term outcomes of pulsed field ablation (PFA). Our primary focus is aimed at improving the specificity of PFA treatment and improving clinical outcomes.

Previous report

Our owned patent portfolio now includes 41 issued/allowed utility patents (29 utility patents where BioSig is at least one of the applicants). Thirty one additional U.S. and foreign utility patent applications are pending covering various aspects of our PURE EP System for recording, measuring, calculating and displaying of electrocardiograms during cardiac ablation procedures (31 U.S. and foreign utility patent applications where either BioSig, Mayo, or both is at least one of the applicants). We also have one U.S. patent and one U.S. Pending application directed to artificial intelligence (AI). We also have 30 issued worldwide design patents, which cover various features of our display screens and graphical user interface for enhanced visualization of biomedical signals (30 design patents where BioSig is at least one of the applicants). Finally, we have licenses to 12 (issued/allowed) patents and 9 additional worldwide utility patent applications from Mayo Foundation for Medical Education and Research that are pending (12 issued/allowed patents and 9 applications where only Mayo is the applicant). These patents and applications are generally directed to electroporation and stimulation.

Previous report

Recent Developments

Previous report

On March 7, 2024, the Company issued a promissory note to an investor and related party (10% plus shareholder) for $500,000. The Company designated its 12% note due 2026, in accordance with exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Previous report

The note was due March 7, 2026. The Company promised to pay interest in cash on the unpaid principal amount of this note at a rate per annum equal to twelve percent (12%), commencing to accrue on the date hereof and payable on the maturity date or earlier prepayment as provided therein. The Note contained customary events of default.

Previous report

The Company was able to prepay all or any portion of the principal amount of the Note at any time or from time to time without penalty. On May 1, 2024, we converted the promissory note and related accrued interest of $509,165 into 348,624 shares of common stock and warrants to purchase 174,312 shares of common stock at $1.398 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance.

Previous report

On January 12, 2024, the Company entered into a securities purchase agreement with certain accredited investors pursuant to which the Company sold to the Investors an aggregate of 260,720 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $3.989, and warrants to purchase up to 130,363 shares at an exercise price of $3.364 per share that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance in exchange for aggregate consideration of $1,040,000.

Previous report

On May 1, 2024, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company sold to the Investors an aggregate of 783,406 shares of the Common Stock at a purchase price of $1.4605 per share, and warrants to purchase up to 391,703 shares of common stock at an exercise price of $1.398 per share, that will become exercisable six months after the date of issuance and will expire five and one-half years following the date of issuance, in exchange for aggregate consideration of $1,144,164, including $634,999 in cash and $509,165 representing conversion of the principal balance of and accrued interest on the previously issued related party note payable. The note was not convertible by its terms, but the holder has agreed to convert it into shares of common stock and warrants under the Purchase Agreement.

Previous report

On May 29, 2024, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to sell and issue to the investors (i) in a registered direct offering, 1,570,683 shares of Common Stock ata price of $1.91 per share and (ii) in a concurrent private placement, warrants (the “Private Placement Warrants”) to purchase up to an aggregate of 1,570,683 shares of Common Stock, at an exercise price of $1.78 per share. In connection with the Offering, the Company issued 109,948 warrants to its placement agent. The gross proceeds from the offering were approximately $3,000,000.

Previous report

On December 18, 2024, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, as sales agent or principal (the “Agent”), pursuant to which the Company may offer and sell, from time to time in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), the Company’s common stock, par value $0.001 per share (“common stock”), through or to the Agent (the “ATM Offering”). The Sales Agreement, among other things, provides for the issuance and sale of up to an aggregate of $8,500,000 of shares of the Company’s common stock (the “ATM Shares”).

Previous report

The ATM Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-276298) and an accompanying prospectus filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on December 28, 2023, as amended on January 5, 2024 and December 9, 2024, and declared effective by the SEC on December 17, 2024 (the “Registration Statement”) and pursuant to a prospectus supplement dated December 18, 2024.

Previous report

On February 28, 2025 (the “Effective Date”), the Company entered into a Equity Subscription Agreement (the “Subscription Agreement”) with Lind Global Fund III, LP (the “Investor”). Pursuant to the Subscription Agreement, the Company has the right, but not the obligation, to sell to the Investor from time to time (each such occurrence, an “Advance”) up to $5.0 million (the “Commitment Amount”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), during the 36 months following the execution of the Subscription Agreement, subject to (a) an overall cap of 10,000,000 shares and (b) the restrictions and satisfaction of the conditions set forth in the Subscription Agreement. The Company is under no obligation to sell any of its Common Stock to the Investor under the Subscription Agreement. At the Company’s option, the shares of Common Stock would be purchased by the Investor from time to time at a price (the “Market Price”) equal to 95% of the lowest of the daily VWAPs (as hereinafter defined) during a five (or such other period as the Company and the Investor may agree) consecutive trading day period commencing on the date that the Company delivers a notice to the Investor (an “Advance Notice”) that the Company is requiring the Investor to purchase a specified number of shares of Common Stock (the “Advance Shares”). The Company may also specify a minimum acceptable price per share in each Advance. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s Common Stock for such trading day on the Nasdaq Stock Market as reported by Bloomberg L.P. The maximum number of shares of Common Stock that the Company may require the Investor to purchase in any Advance is an number equal to 66.667% of the average daily volume of the Common Stock on the Nasdaq Stock Market during the five consecutive trading days immediately preceding the date of the Advance Notice; provided that notwithstanding the foregoing limitation, in any period of 30 consecutive days, the total number of Advance Shares that the Company may sell to the Investor may be up to 0.5% of the quotient of the number of shares of Common Stock outstanding on the date of the Advance divided by the Market Price determined for such Advance.

Previous report

As consideration for the Investor’s irrevocable commitment (subject to the conditions set forth in the Subscription Agreement) to purchase the Company’s Common Stock up to the Commitment Amount, the Company issued 108,542 shares of Common Stock (the “Commitment Shares”) to the Investor. The Company had previously advanced to the Investor $10,000 to cover certain expenses related to the Subscription Agreement.

Previous report

The Investor’s obligation to purchase the Company’s shares of Common Stock pursuant to the Subscription Agreement is subject to a number of conditions, including that the Company file a registration statement on Form S-1 or Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), registering the issuance and sale of the Commitment Shares and the Advance Shares to be issued and sold pursuant to an Advance under the Securities Act of 1933, as amended (the “Securities Act”), and that the Registration Statement be declared effective by the SEC.

Previous report

Neuro-Kinesis Corporation

Previous report

On July 1, 2024, the Company announced the intent to acquire the assets of Neuro-Kinesis Corporation (NKC), a privately held Los Angeles-based medical technology company developing smart EP tools. A non-binding letter of intent (LOI) had been executed confirming BioSig’s preliminary interest in the proposed acquisition of the assets of NKC. The purchase price would be paid through the issuance of shares of BioSig’s common stock to the shareholders of NKC. In addition, at closing, NKC would provide a minimum of $2.5 million, but could provide up to $6 million, of unrestricted cash to BioSig. The proposed acquisition would require extensive due diligence, potentially through the first quarter of 2025. The LOI expired on October 14, 2024, and the Company entered into an amendment to extend the term of the LOI through March 31, 2025. In addition, the amendment stated that any party may terminate the LOI in writing prior to the end of the term. On February 3, 2025, the Company terminated the LOI.

Previous report

Lack of funding, workforce reductions, resignations and appointments of members of the Company’s board of directors and certain officers

Previous report

On January 28, 2024 and February 20, 2024, management of the Company commenced a workforce reduction intended to reduce significantly the annual cash burn which was completed as of February 20, 2024. The workforce reduction consisted of the departure of sixteen employees, effective as of January 31, 2024 and included the departure of John Sieckhaus, the Company’s Chief Operating Officer, and Gray Fleming, the Company’s Chief Commercial Officer and twenty six employees effective February 20, 2024. The effect of the workforce reductions had significantly reduce operations in the short-term.

Previous report

On February 15, 2024, Steve Buhaly resigned from his position as the Chief Financial Officer of the Company effective as of the same date.

Previous report

On February 19, 2024, David Weild IV, Donald E. Foley, Patrick J. Gallagher and James J. Barry, resigned from their positions as directors of the Company, effective as of the same date.

Previous report

On February 20, 2024, James L. Klein and Frederick D. Hrkac resigned from their positions as directors of the Company, effective as of the same date.

Previous report

On February 20, 2024 due to lack of funding, the company had laid off the entire workforce except for the CEO.

Previous report

On February 27, 2024, the company re-appointed Frederick D. Hrkac as a director and the president and principal executive officer. Additionally, on February 27, 2024, Kenneth L. Londoner resigned from his positions as director, executive chairman and chief executive officer of the Company and from any and all committees, offices, appointments, designations, responsibilities or other capacities related to the Company or any of its subsidiaries, effective as of the same date.

Previous report

On April 30, 2024, the board of directors appointed former advisory board member and consultant, Anthony Amato as a director, president, chief executive officer and principal executive officer, effective immediately. In connection with the appointment of Mr. Amato, Mr. Hrkac tendered his resignation as president and principal executive officer effective as of the same date, however, continues to serve as a director and acted as chief financial officer until June 5, 2024.

Previous report

On May 2, 2024, the board of directors appointed Mr. Chris Baer as a director on the Board.

Previous report

On May 3, 2024, the board of directors appointed Messrs. Steven E. Abelman and Donald F. Browne as directors on the board.

Previous report

On June 5, 2024, Frederick D. Hrkac resigned as acting chief financial officer and principal accounting officer of the Company, effective as of the same date. Also on June 5, 2024, the Company and Ferdinand Groenewald entered into the Agreement effective June 5, 2024, pursuant to which Mr. Groenewald will lead accounting and financial reporting activities of the Company. Mr. Groenewald currently serves as the Company’s interim chief financial officer, principal accounting officer and vice president of finance. The Agreement will continue indefinitely until terminated by either party upon 30 days’ advance notice. The Agreement provides for compensation at a fixed rate of $15,000 per month and reimbursement by the Company for any usual and customary business expenses incurred by Mr. Groenewald in connection with performing services pursuant to the Agreement. In addition, the Agreement provides for the Company to indemnify Mr. Groenewald on terms customary for officers.

Previous report

Currently, the Company has 5 employees and 3 key consultants. Dependent upon funding, the Company would plan on hiring a team of 4-6 persons to execute the business development strategy of finding partners for the continued research and development, and commercialization of PURE EP, and develop new products in the field of Pulse Field Ablation.

Previous report

The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the U.S. requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. The consolidated financial statements include estimates based on currently available information and our judgment as to the outcome of future conditions and circumstances.

Previous report

We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our financial statements. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Among the significant judgments made by management in the preparation of our financial statements are the following:

Previous report

Stock Based Compensation

Previous report

We estimate the fair value of options and stock warrants granted using the Black Scholes Merton model. We estimate when and if performance-based awards will be earned. If an award is not considered probable of being earned, no amount of equity-based compensation expense is recognized. If the award is deemed probable of being earned, related equity-based compensation expense is recorded. The fair value of an award ultimately expected to vest is recognized as an expense, net of forfeitures, over the requisite service periods in our statements of operations, which is generally the vesting period of the award.

Previous report

The Black Scholes Merton model requires the input of certain subjective assumptions and the application of judgment in determining the fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, the expected dividend yield, and the expected term of the awards. In addition, the recognition of equity-based compensation expense is impacted by our forfeitures, which are accounted for as they occur.

Previous report

The assumptions used in our option pricing model represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future. The assumptions used in our option pricing model represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future.

Previous report

All stock-based payments to employees and to nonemployee directors for their services as directors consisted of grants of restricted stock and stock options, which are measured at fair value on the grant date and recognized in the statements of operations as compensation expense over the relevant vesting period. Restricted stock payments and stock-based payments to nonemployees are recognized as an expense over the period of performance.

Previous report — wording carried elsewhere

From January 17, 2025 through April 14, 2025, the Company has sold 4,403,166 ATM Shares at an average offering price of $0.91 per share for aggregate gross proceeds of $4,019,063 or $3,882,420 net of fees of $136,643.