ZIVO BIOSCIENCE(ZIVO) - 2024 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's analysis of Zivo Bioscience, Inc Item 1. Financial Statements (Unaudited) This section provides Zivo Bioscience, Inc.'s unaudited condensed consolidated financial statements and related notes for the reporting period Condensed Consolidated Balance Sheet This table presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates | ASSETS/LIABILITIES | September 30, 2024 | December 31, 2023 | | :----------------- | :----------------- | :----------------- | | Current Assets: | | | | Cash | $159,403 | $274,380 | | Accounts receivable | $27,794 | $3,735 | | Prepaid expenses | $249,348 | $147,262 | | Total current assets | $436,545 | $425,377 | | Total Assets | $495,587 | $555,715 | | Current Liabilities: | | | | Accounts payable | $787,599 | $993,090 | | Accounts payable – related party | $136,261 | $172,670 | | Customer deposits | $45,000 | $- | | Current portion of long-term operating lease | $22,027 | $106,342 | | Convertible debentures payable | $240,000 | $240,000 | | Loan Payable | $115,014 | $- | | Accrued interest | $102,481 | $100,686 | | Accrued liabilities – employee bonus | $1,130,274 | $1,148,770 | | Total current liabilities | $2,578,656 | $2,761,558 | | Total Liabilities | $2,578,656 | $2,761,558 | | Stockholders' Equity (Deficit): | | | | Common stock | $3,490 | $2,382 | | Additional paid-in capital | $133,278,605 | $121,373,488 | | Accumulated deficit | $(135,365,164) | $(123,581,713) | | Total stockholders' equity (deficit) | $(2,083,069) | $(2,205,843) | - Total assets decreased from $555,715 to $495,587 between December 31, 2023, and September 30, 2024[10] - Total current liabilities decreased from $2,761,558 to $2,578,656 between December 31, 2023, and September 30, 2024[10] - Stockholders' deficit improved from $(2,205,843) to $(2,083,069) between December 31, 2023, and September 30, 2024[10] Condensed Consolidated Statements of Operations This table outlines the company's revenues, expenses, and net loss for the three and nine months ended September 30, 2024 and 2023 | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :-------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Product revenue | $31,500 | $11,800 | $67,220 | $15,850 | | Total revenues | $31,500 | $11,800 | $67,220 | $15,850 | | Total cost of goods sold | $22,050 | $7,670 | $45,268 | $8,371 | | Gross margin | $9,450 | $4,130 | $21,952 | $7,479 | | General and Administrative | $1,943,127 | $1,355,865 | $8,895,978 | $4,309,343 | | Research and Development | $326,361 | $220,653 | $2,891,452 | $1,064,563 | | Total costs and expenses | $2,269,487 | $1,576,518 | $11,787,430 | $5,373,906 | | Loss from operations | $(2,260,037) | $(1,572,388) | $(11,765,478) | $(5,366,427) | | Total other expense | $(8,560) | $(252,534) | $(17,973) | $(502,210) | | Net loss | $(2,268,597) | $(1,824,922) | $(11,783,451) | $(5,868,637) | | Basic and Diluted Loss Per Share | $(0.67) | $(1.05) | $(3.87) | $(3.64) | | Weighted Average Basic and Diluted Shares Outstanding | 3,410,444 | 1,735,887 | 3,041,466 | 1,610,861 | - Product revenue for the three months ended September 30, 2024, increased by 166.9% to $31,500 from $11,800 in the prior year period[12] - Net loss for the nine months ended September 30, 2024, significantly widened to $(11,783,451) from $(5,868,637) in the prior year period[13] Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (For the Three Months Ended September 30, 2024 and 2023) This statement details changes in stockholders' equity, including stock issuances and net loss, for the three months ended September 30 | Metric | Balance, June 30, 2024 | Private offering issuance of stock and warrants | Private offering issuance of stock and warrants – related parties | Employee and director equity-based compensation | Net loss for the three months ended September 30, 2024 | Balance, September 30, 2024 | | :-------------------------------- | :--------------------- | :-------------------------------------------- | :---------------------------------------------------- | :-------------------------------------------- | :---------------------------------------------------- | :-------------------------- | | Common Stock Shares | 3,319,032 | 125,958 | 45,406 | - | - | 3,490,396 | | Common Stock Amount | $3,319 | $126 | $45 | - | - | $3,490 | | Additional Paid in Capital | $130,797,634 | $1,036,247 | $378,056 | $1,066,668 | - | $133,278,605 | | Accumulated Deficit | $(133,096,568) | - | - | - | $(2,268,597) | $(135,365,164) | | Total | $(2,295,615) | $1,036,373 | $378,101 | $1,066,668 | $(2,268,597) | $(2,083,069) | - Total stockholders' deficit improved from $(2,295,615) to $(2,083,069) between June 30, 2024, and September 30, 2024, despite a net loss, primarily due to equity issuances and compensation[14] Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (For the Nine Months Ended September 30, 2024 and 2023) This statement details changes in stockholders' equity, including stock issuances and net loss, for the nine months ended September 30 | Metric | Balance, December 31, 2023 | Private offering issuance of stock and warrants | Private offering issuance of stock and warrants – related parties | Employee and director equity-based compensation | Net loss for the nine months ended September 30, 2024 | Balance, September 30, 2024 | | :-------------------------------- | :------------------------- | :-------------------------------------------- | :---------------------------------------------------- | :-------------------------------------------- | :---------------------------------------------------- | :-------------------------- | | Common Stock Shares | 2,382,356 | 476,591 | 185,959 | 445,490 | - | 3,490,396 | | Common Stock Amount | $2,382 | $477 | $186 | $445 | - | $3,490 | | Additional Paid in Capital | $121,373,488 | $2,008,439 | $1,168,696 | $8,727,982 | - | $133,278,605 | | Accumulated Deficit | $(123,581,713) | - | - | - | $(11,783,451) | $(135,365,164) | | Total | $(2,205,843) | $2,008,916 | $1,168,882 | $8,728,427 | $(11,783,451) | $(2,083,069) | - For the nine months ended September 30, 2024, the company issued 476,591 shares and 185,959 shares to related parties through private offerings, generating $2,008,916 and $1,168,882 respectively[17] - Employee and director equity-based compensation totaled $8,728,427 for the nine months ended September 30, 2024[17] Condensed Consolidated Statement of Cash Flows This statement summarizes cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30 | Cash Flow Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash (used in) operating activities | $(3,407,788) | $(5,084,160) | | Net cash provided by investing activities | $- | $- | | Net cash provided by financing activities | $3,292,811 | $4,769,540 | | Decrease in Cash | $(114,977) | $(314,620) | | Cash at End of Period | $159,403 | $1,484,644 | - Net cash used in operating activities decreased by approximately $1.7 million, from $(5,084,160) in 2023 to $(3,407,788) in 2024[19] - Net cash provided by financing activities decreased by approximately $1.5 million, from $4,769,540 in 2023 to $3,292,811 in 2024[19] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations of the accounting policies, debt, equity, and other significant financial items NOTE 1 - BASIS OF PRESENTATION This note outlines the basis of financial statement presentation, including going concern considerations - The Company has incurred net losses since inception, experienced negative cash flows from operations for the quarter ended September 30, 2024, and has an accumulated deficit of $135,365,164[25] - These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the financial statements are issued[27] - The Company intends to fund ongoing activities by utilizing current cash on hand and by raising additional capital through equity and/or debt financings[26] NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note describes the key accounting policies used in preparing the financial statements - The Company accounts for stock-based compensation in accordance with FASB ASC 718, recognizing expense over the requisite service period based on fair value at grant date[28] - Warrants are accounted for in accordance with FASB ASC 815, with fair value determined at issuance using the Black Scholes option valuation model[29] - The FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, effective for the Company for the year ending December 31, 2027, requiring additional disclosures about specified expense categories[30] NOTE 3 - DEBT This note details the company's debt obligations, including loan terms and outstanding balances - On March 5, 2024, the Company entered into a short-term unsecured loan of $517,560 at an 8.5% annual rate, with a principal balance of $115,014 outstanding as of September 30, 2024[31] - A similar loan of $605,600 from February 14, 2023, at an 8.4% annual rate, was fully paid by November 9, 2023[32] NOTE 4 - DEFERRED R&D OBLIGATIONS - PARTICIPATION AGREEMENTS This note explains the accounting for deferred research and development obligations from participation agreements - For the three and nine months ended September 30, 2024, the Company recognized $0 as a contra R&D expense related to participation agreements, compared to $189,680 and $624,110 respectively in 2023[33][34] NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT) This note provides details on equity transactions, including stock sales, warrants, and compensation Equity Sales This section details the company's private equity sales and proceeds generated - During the three months ended September 30, 2024, the Company sold 171,364 shares of common stock in private transactions, generating $1,414,474 in proceeds, including $378,101 from related parties[35] - For the nine months ended September 30, 2024, total proceeds from private unregistered transactions were $3,177,798 for 662,550 shares, with $1,168,882 from related parties[36] Warrants This section provides information on warrants issued by the company - In the three months ended September 30, 2024, the Company issued warrants to purchase 17,134 shares of common stock, including 4,540 to related parties[37] - For the nine months ended September 30, 2024, 17,832 warrants were issued, with 5,238 to related parties[38] Equity Compensation This section details stock-based compensation expenses and equity incentive plans - Stock-based compensation expense for the quarter ended September 30, 2024, was $1,066,668, with $106,236 related to R&D and $960,432 for G&A[40] - For the nine months ended September 30, 2024, total equity compensation expense was $8,728,427, including $2,166,464 for R&D and $6,561,963 for G&A[41] - On June 5, 2024, 127,364 restricted stock shares were granted to non-employee directors to replace 62,451 outstanding options, resulting in $697,501 expense for the nine months ended September 30, 2024[44] - The Board approved granting 261,619 common stock RSAs to non-employee directors in lieu of $172,670 unpaid fees for 2023, recognizing $1,619,184 of expense for the nine months ended September 30, 2024[46][48] - During the nine months ended September 30, 2024, the Company awarded options underlying 1,031,425 shares to executives and employees, recognizing $5,999,589 in compensation expense[51] - The 2024 Equity Incentive Plan for Non-Employee Directors was adopted on May 31, 2024, authorizing up to 875,000 shares, with automatic annual increases[56] - The 2021 Equity Incentive Plan was amended on May 31, 2024, increasing available shares to 1,000,000[61] Common Stock Options Summary This table summarizes common stock options outstanding, issued, and their exercise prices | Metric | September 30, 2024 | September 30, 2023 | | :----------------------- | :------------------- | :------------------- | | Number of Options Outstanding, beginning of year | 292,515 | 281,637 | | Weighted Average Exercise Price, beginning of year | $35.56 | $36.29 | | Number of Options Issued | 1,031,425 | 10,878 | | Weighted Average Exercise Price, Issued | $7.96 | $16.74 | | Number of Options Outstanding, end of period | 1,031,425 | 292,515 | | Weighted Average Exercise Price, end of period | $7.96 | $35.56 | - As of September 30, 2024, there is no intrinsic value in any outstanding options as the market price is lower than the exercise price[64] Common Stock Warrants - Unregistered Summary This table summarizes unregistered common stock warrants, including issuances and expirations | Metric | September 30, 2024 | September 30, 2023 | | :----------------------- | :------------------- | :------------------- | | Number of Warrants Outstanding, beginning of year | 671,448 | 267,013 | | Weighted Average Exercise Price, beginning of year | $21.59 | $47.10 | | Number of Warrants Issued | 17,832 | 642,397 | | Weighted Average Exercise Price, Issued | $8.24 | $14.82 | | Number of Warrants Expired | (25,690) | (105,390) | | Weighted Average Exercise Price, Expired | $46.05 | $47.24 | | Number of Warrants Outstanding, end of period | 663,590 | 804,020 | | Weighted Average Exercise Price, end of period | $20.28 | $21.29 | Common Stock Warrants - Registered Summary This table summarizes registered common stock warrants, including outstanding numbers and exercise prices | Metric | September 30, 2024 | September 30, 2023 | | :----------------------- | :------------------- | :------------------- | | Number of Warrants Outstanding, beginning of year | 495,917 | 495,917 | | Weighted Average Exercise Price, beginning of year | $33.00 | $33.00 | | Number of Warrants Outstanding, end of period | 495,917 | 495,917 | | Weighted Average Exercise Price, end of period | $33.00 | $33.00 | NOTE 6 - COMMITMENTS AND CONTINGENCIES This note outlines the company's contractual commitments and potential legal contingencies - The Company has compensation agreements with its President/CEO and CFO[70] - On September 13, 2024, the Company entered into a 63-month operating lease for a new corporate office in Troy, Michigan, commencing January 1, 2025, with total rent of $298,135[71] - Management is not aware of any pending legal matters that would have a material adverse effect on the Company's financial condition[72] NOTE 7 - INCOME TAX This note details the company's income tax position, including deferred tax assets and valuation allowances - The Company has recorded a full valuation allowance against its net deferred tax asset, as it does not expect to realize it[73] - Income tax expense is expected to be $0 for 2024 due to the full valuation allowance[74] NOTE 8 - SUBSEQUENT EVENTS This note describes significant events that occurred after the reporting period - On November 12, 2024, the Company restructured $240,000 in outstanding convertible debt and $36,853 in accrued interest into three new non-convertible notes totaling $277,254, with a 24-month term and 1% annual interest[76] - Since October 1, 2024, the Company sold 55,939 common shares and warrants for 5,592 shares in five private transactions, raising $910,000, including $150,000 from related parties[77] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's financial condition, operational results, capital resources, and critical accounting policies for the reporting periods Special Note Regarding Forward-Looking Statements This note cautions readers about forward-looking statements and associated risks and uncertainties - The report contains forward-looking statements regarding the Company's ability to raise funds, generate revenue, achieve profitability, product regulation, market acceptance, testing results, licensing fees, and financial condition[77][81] - Readers are cautioned not to place undue reliance on these statements due to known and unknown risks and uncertainties, as actual results may differ materially[78] Overview This section provides a general description of ZIVO's biotech and agtech business, products, and strategic initiatives - ZIVO is a research and development company in biotech and agtech, with an intellectual property portfolio of proprietary algal and bacterial strains, bioactive molecules, and production techniques[80] - In biotech, ZIVO is developing bioactive compounds from its algal culture for human and animal diseases, with a primary focus on a product candidate for coccidiosis in broiler chickens due to its market potential and shorter clinical testing cycle[81][83] - In agtech, ZIVO's algal biomass, produced in Peru, contains Vitamin A, protein, iron, and other micronutrients, positioning it as a functional food ingredient and nutritional enhancement for human and animal use, and for skin care products[84] - The Company is working towards commercial-scale algae production and has engaged an independent distributor, ZWorldwide, Inc., to sell its Zivolife™ branded product in the North American green powder food market[85][86] - Pending additional funding, ZIVO may pursue other indications including treatments for bovine mastitis, canine joint health, human immune modulation, companion animal food ingredients, and skin health applications[87][88][89] Results of Operations for the three months ended September 30, 2024 and 2023 This section analyzes the company's financial performance for the three months ended September 30, comparing current and prior year results | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Change ($) | Change (%) | | :-------------------------- | :------------------------------ | :------------------------------ | :--------- | :--------- | | Total revenue | $31,500 | $11,800 | $19,700 | 166.9% | | Total cost of goods sold | $22,050 | $7,670 | $14,380 | 187.5% | | Gross margin | $9,450 | $4,130 | $5,320 | 128.8% | | Research and development | $326,361 | $220,653 | $105,708 | 47.9% | | General and administrative | $1,943,127 | $1,355,865 | $587,262 | 43.3% | | Total costs and expenses | $2,269,487 | $1,576,518 | $692,969 | 43.9% | | Loss from operations | $(2,260,037) | $(1,572,388) | $(687,649) | 43.7% | | Net loss | $(2,268,597) | $(1,824,922) | $(443,675) | 24.3% | - Revenue increased by approximately $20,000 due to increased product volume sold, attributable to production capacity increases in Peru[91] - General and administrative expenses increased by approximately $600,000, primarily due to a $295,000 increase in non-cash equity-related compensation for employees and a $370,000 increase in professional services, mainly for directors' equity compensation[93] - Research and development expenses increased by approximately $105,000, with gross R&D spending up by $85,000 (excluding prior year amortization of deferred R&D obligations)[94][95] Results of Operations for the nine months ended September 30, 2024 and 2023 This section analyzes the company's financial performance for the nine months ended September 30, comparing current and prior year results | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | Change ($) | Change (%) | | :-------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Total revenue | $67,220 | $15,850 | $51,370 | 324.1% | | Total costs of goods sold | $45,268 | $8,371 | $36,897 | 440.8% | | Gross margin | $21,952 | $7,479 | $14,473 | 193.5% | | Research and development | $2,891,452 | $1,064,563 | $1,826,889 | 171.6% | | General and administrative | $8,895,978 | $4,309,343 | $4,586,635 | 106.4% | | Total costs and expenses | $11,787,430 | $5,373,906 | $6,413,524 | 119.3% | | Loss from operations | $(11,765,478) | $(5,366,427) | $(6,399,051) | 119.2% | | Net loss | $(11,783,451) | $(5,868,637) | $(5,914,814) | 100.8% | - Revenue increased by approximately $51,500, primarily due to higher sales volumes from increased production capacity in Peru[99] - General and administrative expenses increased by approximately $4.6 million, driven by a $3.1 million increase in labor-related costs (mainly non-cash equity compensation) and a $1.7 million increase in professional services (mainly directors' compensation)[101] - Research and development expenses increased by approximately $1.8 million, with gross R&D spending up by $1.2 million (excluding prior year amortization), primarily due to a $1.8 million increase in labor and internal lab costs (mainly non-cash compensation)[102][103] Capital Resources This section discusses the company's liquidity, funding sources, and future capital requirements - As of September 30, 2024, ZIVO's principal source of liquidity was $159,403 in cash[106] - The Company expects to incur significant operating losses and requires additional funding to cover expenses, historically relying on common stock, warrants, and debt issuances[106] - In the nine months ended September 30, 2024, the Company raised approximately $3.2 million from direct sales of 662,550 common stock shares in private transactions[106] - The 2024 Private Offering, initiated in June 2024, has resulted in the sale of 171,364 common shares and 17,134 warrant shares for proceeds of $1,414,474[109] - The Company estimates a need for approximately $6.0 million in cash over the next 12 months for basic operations, excluding R&D, indicating a near-term need for additional funding[118] Statement of Cash Flows This section provides a detailed analysis of cash flows from operating, investing, and financing activities - Operating activities used $3.4 million in cash during the nine months ended September 30, 2024, a decrease of $1.7 million compared to the prior year[114] - Financing activities generated $3.3 million in cash during the nine months ended September 30, 2024, a decrease of $1.5 million from the prior year[116] - In 2024, financing cash was primarily from $3.2 million in equity sales and $100,000 net from a short-term financing agreement[116] Critical Accounting Policies and Significant Judgments and Estimates This section outlines the key accounting policies and estimates requiring significant management judgment - The preparation of financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts, which are based on historical experience and reasonable assumptions[119] - There have been no material changes to the critical accounting estimates previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023[120] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that quantitative and qualitative disclosures about market risk are not applicable for smaller reporting companies - Quantitative and qualitative disclosures about market risk are not applicable for smaller reporting companies[121] Item 4. Controls and Procedures This section evaluates the company's disclosure controls and internal control over financial reporting, addressing identified material weaknesses and remediation plans Evaluation of Disclosure Controls and Procedures This section presents the CEO and CFO's conclusion on the effectiveness of disclosure controls and procedures - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2024, due to material weaknesses identified in the 2023 Annual Report on Form 10-K[122] Management's Report on Internal Control Over Financial Reporting This report outlines management's responsibility for internal control and the identified material weaknesses - Management is responsible for establishing and maintaining adequate internal control over financial reporting[123] - Internal control over financial reporting may not detect or prevent misstatements due to inherent limitations[124] - Material weaknesses identified as of December 31, 2023, continued to exist as of September 30, 2024[125] Material Weaknesses in Internal Control Over Financial Reporting This section details the specific material weaknesses identified in the company's internal control over financial reporting - Material weaknesses include a lack of structure, insufficient qualified resources, and inadequate oversight in the control environment, risk assessment, and monitoring[127] - Additional material weaknesses exist in control activities and information and communication, specifically regarding information technology general controls (user access, vendor management, segregation of duties) and the design/documentation of formal accounting policies and procedures[128][131] - Management did not identify controls over the accounting, classification, and application of US GAAP for income taxes, stock-based compensation, and deferred R&D obligations[131] - Management concluded that internal control over financial reporting was not effective as of September 30, 2024, potentially leading to material misstatements[130] Remediation Plans This section describes management's plans to address and remediate the identified material weaknesses - Remediation actions include developing training programs, implementing a risk assessment process, creating comprehensive accounting policies and procedures, enhancing documentation for management review controls, engaging outside resources for complex accounting, and developing monitoring activities[133][137] - Other remediation efforts involve segregating key functions, reassessing and formalizing IT security and change management policies, and continuously enhancing accounting, business operations, and IT policies[137] PART II - OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings The Company may be subject to litigation in the normal course of business but is not currently a party to any material legal proceedings - The Company is not currently a party to any material legal proceedings, nor is it aware of any pending or threatened legal proceedings that would have a material adverse effect[134] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes have occurred in the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023[135] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details unregistered sales of equity securities, including common stock and related party transactions, and the use of proceeds Common Stock This section lists unregistered common stock sales to various investors and the proceeds received | Name | Date | Amount Received | Common Stock Shares | | :------------------------ | :------- | :-------------- | :------------------ | | Strome Mezzanine Fund II LP | 07-Jul-24 | $156,800.00 | 20,000 | | Strome Mezzanine Fund II LP | 24-Jul-24 | $201,250.00 | 25,000 | | Erik Klein | 22-Aug-24 | $250,000.00 | 29,976 | | Brenden Storm | 22-Aug-24 | $150,000.00 | 17,985 | | Sean Sanford | 22-Aug-24 | $25,000.00 | 2,997 | | Strome Mezzanine Fund II LP | 27-Aug-24 | $253,322.60 | 30,000 | | Erik Klein | 17-Oct-24 | $525,000.00 | 32,196 | | Grant Glitz | 17-Oct-24 | $50,000.00 | 3,066 | | Brenden Storm | 18-Oct-24 | $185,000.00 | 11,201 | - The Company issued common stock in unregistered transactions to various investors, with proceeds used for general corporate purposes[139] Common Stock – Related Parties This section lists unregistered common stock sales involving related parties and the proceeds received | Name | Date | Amount Received | Common Stock Shares | | :-------------- | :------- | :-------------- | :------------------ | | Chris Maggiore | 24-Jul-24 | - | 2,080 | | Alison Cornell | 22-Aug-24 | $100,000.00 | 11,990 | | Chris Maggiore | 22-Aug-24 | $200,000.00 | 31,336 | | John B. Payne | 16-Oct-24 | $100,000.00 | 6,343 | | HEP Investments, LLC | 16-Oct-24 | $50,000.00 | 3,133 | - Related parties participated in unregistered common stock sales, including exchanges for accounts payable and direct purchases, with proceeds contributing to general corporate purposes[139] Item 3. Defaults upon Senior Securities This item is not applicable to the Company - This item is not applicable[140] Item 4. Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable[141] Item 5. Other Information No other information is reported under this item - No other information is reported under this item[142] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including organizational documents, warrant forms, equity plans, and certifications - The exhibits include organizational documents (Articles of Incorporation, By-laws), various warrant forms (Series A, Series B, Pre-Funded), and equity incentive plans (2024 Equity Incentive Plan for Non-Employee Directors, Amended Non-Employee Director Compensation Policy, First Amendment to 2021 Equity Incentive Plan)[144][145] - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and U.S.C. Section 1350 are furnished[145]