Acquisition and Financing - The Company entered into a Share Purchase and Transfer Agreement to acquire Cataneo GmbH for a total purchase price of $19.5 million, consisting of $9.0 million in cash and 4,200,000 shares of Common Stock valued at $2.50 per share[133]. - The transaction is expected to close in the first half of 2025, subject to various closing conditions including the making of a Cash Election and obtaining necessary approvals[135]. - The Company plans to finance the acquisition through third-party financing, which may include debt or equity[136]. - As of May 30, 2025, the Company has paid an aggregate of $550,000 towards the Cash Consideration for the acquisition[138]. - The cash purchase price for the acquisition of Cataneo is $9.0 million, with potential additional cash payments for equity consideration[194]. Financial Performance - For the three months ended March 31, 2025, revenues were $10,000, a decrease of $39,790 compared to $49,790 for the same period in 2024[163]. - General and administrative expenses for the three months ended March 31, 2025 were approximately $3.2 million, a decrease of approximately $3.3 million compared to the same period in 2024[165]. - Research and development expenses for the three months ended March 31, 2025 were approximately $11,000, a decrease of approximately $0.2 million compared to the same period in 2024[167]. - The net loss for Q1 2025 was approximately $3.6 million, compared to a net loss of approximately $6.9 million in Q1 2024[196][197]. - Cash used in operating activities for Q1 2025 was approximately $2.6 million, a decrease from $4.5 million in Q1 2024[196][197]. - Cash provided by financing activities in Q1 2025 was approximately $2.8 million, down from $6.3 million in Q1 2024[199][200]. - The company reported a net cash increase of approximately $87,000 in Q1 2025, compared to $1.6 million in Q1 2024[195]. Debt and Default - The Company issued a non-convertible unsecured promissory note for approximately $1.7 million, which is currently in default with an outstanding balance of $416,667[141]. - The Company issued a convertible promissory note for $1.9 million, with an outstanding balance of $760,000 as of March 31, 2025, and is currently in default[142]. - The company is in default on the Cohen Convertible Note with an unpaid balance of $0.8 million as of March 31, 2025[171]. - The Yorkville Promissory Note, issued on November 11, 2024, has an outstanding balance of $0.4 million as of March 31, 2025, and is in default[180]. Capital Raising and Securities - The company has filed multiple resale registration statements that became stale as of March 31, 2025, affecting the registration of certain securities[140]. - The company intends to raise additional capital through equity or debt investments to fund future operations and product development[170]. - As of March 31, 2025, the company issued a total of 330,000 shares of Common Stock for gross proceeds of $750,000 under the May SPA[173]. - The company entered into a July SPA on July 1, 2024, for the issuance of 120,000 shares of Common Stock and 240,000 warrants for an aggregate purchase price of $0.3 million[174]. - On August 26, 2024, the company agreed to issue 1,185,000 shares of Common Stock at a price of $5.00 per share, resulting in a total transaction value of $5.925 million[175]. - The company issued an aggregate of 100,000 shares of Common Stock and 960,000 August Warrants for a total payment of $0.5 million on August 30, 2024[176]. - The company has a Standby Equity Purchase Agreement allowing it to sell up to $50.0 million of Common Stock to Yorkville during a 36-month period[178]. Research and Development - The company entered into a research and development sponsorship agreement with Korea University for total consideration of approximately $0.4 million[192]. - The company is focused on developing AI assistants that enhance customer experiences and operational efficiency in the automotive and healthcare markets[131]. - The company plans to launch its Automotive AI Agent, which integrates with major automotive data and service platforms, supporting over 13,000 dealerships nationwide[151]. Intellectual Property - The Company has significant intellectual property in the form of a patent portfolio targeting industries such as automotive, healthcare, and financial services[132]. Other Financial Information - The change in fair value of warrant liabilities for the three months ended March 31, 2025 was approximately $0.6 million, reflecting a non-cash charge[168]. - The company expects to incur substantial additional expenses related to public company requirements, including compliance and reporting obligations[154]. - The net cash inflow from changes in operating assets and liabilities in Q1 2025 was approximately $0.2 million, driven by a $0.9 million increase in accounts payable[196]. - Non-cash charges in Q1 2025 included approximately $0.8 million, consisting of depreciation, equity-based compensation, and non-cash interest expense[196]. - Cash used in investing activities was approximately $0.1 million in Q1 2025, consistent with $0.2 million in Q1 2024, primarily for capitalized internal-use software costs[198]. - There were no material changes to critical accounting policies from the previous year[202]. - The company has no off-balance sheet financing arrangements as of March 31, 2025[204]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay adopting new accounting standards[205].
DHC Acquisition (DHCA) - 2025 Q1 - Quarterly Report