v3.25.2
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS AND PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Accounting Changes and Error Corrections [Abstract]    
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS AND PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15. RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Restatement Background

On June 20, 2025, the Company's management, upon the recommendation of the Audit Committee of the Board of Directors, concluded that the Company’s previously issued unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025 should no longer be relied upon due to an error described below, and that such financial statements should be restated. The Company evaluated the materiality of the error both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements, and determined the effect of the correction was material as of and for the three months ended March 31, 2025, and as a result, the Company is restating the unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025, in accordance with ASC 250, Accounting Changes and Error Corrections.

We have determined that the error was a result of a material weakness in internal control over financial reporting that is reported in management’s report on internal control over financial reporting included in Item 4 of this report.

This restatement of the Company's previously issued unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025 is for the purposes of correcting misstatements for (i) certain assumptions used to calculate the fair value of the Indigo Capital Convertible Notes accounted for under the fair value option that were not appropriate and (ii) the fair value of the Indigo Capital Convertible Notes that was not adjusted to fair value upon conversion into shares of common stock.

The restatement had no impact on total net cash flows from operating, investing or financing activities.

 

Condensed Consolidated Balance Sheet

 

 

 

As of March 31, 2025

 

 

 

Originally Reported

 

 

Indigo Convertible Notes Restatement Adjustment

 

 

As
Restated

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Current portion of notes payable

 

$

3,655,568

 

 

$

1,990,256

 

 

$

5,645,824

 

Total current liabilities

 

$

38,297,826

 

 

$

1,990,256

 

 

$

40,288,082

 

Total liabilities

 

$

38,299,141

 

 

$

1,990,256

 

 

$

40,289,397

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

$

98,432,170

 

 

$

601,119

 

 

$

99,033,289

 

Accumulated deficit

 

$

(135,428,605

)

 

$

(2,591,375

)

 

$

(138,019,980

)

Total Stockholders’ Deficit

 

$

(36,987,668

)

 

$

(1,990,256

)

 

$

(38,977,924

)

 

Condensed Consolidated Statement of Operations

 

 

 

Three Months Ended March 31, 2025

 

 

 

Originally Reported

 

 

Indigo Convertible Notes Restatement Adjustment

 

 

As
Restated

 

Change in fair value of debt

 

$

28,997

 

 

$

227,525

 

 

$

256,522

 

Loss on issuance of debt

 

$

-

 

 

$

(707,800

)

 

$

(707,800

)

Loss on extinguishment of debt

 

$

(3,386,416

)

 

$

(2,111,100

)

 

$

(5,497,516

)

Loss before provision for income taxes

 

$

(14,020,050

)

 

$

(2,591,375

)

 

$

(16,611,425

)

Net loss

 

$

(14,020,050

)

 

$

(2,591,375

)

 

$

(16,611,425

)

Net loss available to common shareholders

 

$

(6,698,380

)

 

$

(2,591,375

)

 

$

(9,289,755

)

Net loss per common share, basic and diluted

 

$

(0.20

)

 

$

(0.08

)

 

$

(0.28

)

 

Condensed Consolidated Statement of Stockholders' Deficit

 

 

 

Three Months Ended March 31, 2025

 

 

 

Originally Reported

 

 

Indigo Convertible Notes Restatement Adjustment

 

 

As
Restated

 

Issuance of Common Stock to extinguish debt - Additional paid-in capital

 

$

3,783,694

 

 

$

601,119

 

 

$

4,384,813

 

 

Condensed Consolidated Statement of Cash Flows

 

 

 

Three Months Ended March 31, 2025

 

 

 

Originally Reported

 

 

Indigo Convertible Notes Restatement Adjustment

 

 

As
Restated

 

Net loss

 

$

(14,020,050

)

 

$

(2,591,375

)

 

$

(16,611,425

)

Change in fair value of debt

 

$

28,997

 

 

$

227,525

 

 

$

256,522

 

Loss on issuance of debt

 

$

-

 

 

$

(707,800

)

 

$

(707,800

)

Loss on extinguishment of debt

 

$

(3,386,416

)

 

$

(2,111,100

)

 

$

(5,497,516

)

NOTE 15. RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS AND PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the preparation of the Company's consolidated financial statements as of and for the year ended December 31, 2024, the Company identified the following two misstatements:

Junior Note Deferred Financing Cost Misstatement: Amortization of deferred financing costs were improperly presented within general and administrative, rather than in interest expense, on the Company's consolidated statements of operations for the year ended December 31, 2023 and its condensed consolidated statements of operations for the quarters and year-to-date periods ended March 31, 2024, June 30, 2024 and September 30, 2024. There was no impact on the consolidated balance sheets, consolidated statements of changes in stockholders' deficit or consolidated statements of cash flows in any period as a result of the Junior Note Deferred Financing Cost Misstatement.
Senior Convertible Notes Misstatement: In late 2fif023, the Senior Convertible Notes were exchanged and, in accordance with the terms of the exchange, accrued and unpaid interest from the issuance date of the Senior Convertible Notes through the exchange date was to be added to the principal balance at that time, however, the Company did not properly add such accrued interest to principal, resulting in an (i) understatement of the principal amount of the Senior Convertible Notes and overstatement of accrued interest on the consolidated balance sheets as of December 31, 2023 and as of March 31, 2024, June 30, 2024, and September 30, 2024, (ii) understatement of interest expense in the consolidated statements of operations for the year ended December 31, 2023 and the condensed consolidated statements of operations for the quarters and year-to-date periods ended March 31, 2024, June 30, 2024 and September 30, 2024 and (iii) overstatement of the loss on extinguishment of debt in the condensed consolidated statements of operations for the quarters and year-to-date periods ended June 30, 2024 and September 30, 2024, when certain of the Senior Convertible Notes were extinguished. The impact to the consolidated income statements also impacts the same line items presented on the consolidated statements of changes in stockholders' deficit and consolidated statements of cash flows.

The Board of Directors and management, upon the recommendation of the Audit Committee of the Board of Directors, concluded on April 11, 2025 that the Company’s previously issued financial statements as of and for the year ended December 31, 2023 and unaudited condensed consolidated financial statements as of and for each of the interim quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 should no longer be relied upon due to material misstatements, and that the Company would restate such financial statements to (i) properly reclassify the amortization of deferred financing costs within interest expense and (ii) properly account for the impact to principal, accrued interest, interest expense and loss on extinguishment of debt related to the exchange of the Senior Convertible Notes.

The Company’s management and the Audit Committee have discussed the matters herein disclosed in this Form 10-K with WithumSmith+Brown, P.C., the Company’s independent registered public accounting firm.

 

The Company has not filed, and does not intend to file, amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, but instead is restating its unaudited interim condensed consolidated financial statements in this 10-K.

The corrections to (i) the year ended December 31, 2023 presented in this 10-K and (ii) the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 to be presented in the Company's upcoming Form 10-Qs to be filed during 2025 are as follows:

Consolidated Balance Sheets

 

 

 

As of December 31, 2023

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

2,750,305

 

 

$

(250,648

)

 

$

2,499,657

 

 

Total current liabilities

 

$

10,028,688

 

 

$

(250,648

)

 

$

9,778,040

 

 

Convertible notes payable

 

$

6,713,241

 

 

$

254,710

 

 

$

6,967,951

 

 

Total liabilities

 

$

19,217,817

 

 

$

4,062

 

 

$

19,221,879

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

$

(97,286,789

)

 

$

(4,062

)

 

$

(97,290,851

)

 

Total Stockholders’ Deficit

 

$

(32,541,859

)

 

$

(4,062

)

 

$

(32,545,921

)

 

 

 

 

 

As of March 31, 2024

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

3,248,847

 

 

$

(246,202

)

 

$

3,002,645

 

 

Total current liabilities

 

$

12,441,326

 

 

$

(246,202

)

 

$

12,195,124

 

 

Convertible notes payable

 

$

6,713,241

 

 

$

254,710

 

 

$

6,967,951

 

 

Total liabilities

 

$

21,509,495

 

 

$

8,507

 

 

$

21,518,002

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

$

(102,987,442

)

 

$

(4,445

)

 

$

(102,991,887

)

 

Total Stockholders’ Deficit

 

$

(37,430,270

)

 

$

(4,445

)

 

$

(37,434,715

)

 

 

 

 

As of June 30, 2024

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

4,316,645

 

 

$

(246,332

)

 

$

4,070,313

 

 

Total current liabilities

 

$

13,502,361

 

 

$

(246,332

)

 

$

13,256,029

 

 

Convertible notes payable

 

$

5,385,147

 

 

$

204,321

 

 

$

5,589,468

 

 

Total liabilities

 

$

19,339,515

 

 

$

(42,011

)

 

$

19,297,504

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

$

(115,674,830

)

 

$

48,505

 

 

$

(115,626,325

)

 

Total Stockholders’ Deficit

 

$

(34,841,521

)

 

$

48,505

 

 

$

(34,793,016

)

 

 

 

 

As of September 30, 2024

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

$

4,443,179

 

 

$

(244,997

)

 

$

4,198,182

 

 

Total current liabilities

 

$

15,672,672

 

 

$

(244,997

)

 

$

15,427,675

 

 

Convertible notes payable

 

$

4,511,880

 

 

$

171,188

 

 

$

4,683,068

 

 

Total liabilities

 

$

20,266,885

 

 

$

(73,809

)

 

$

20,193,076

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

$

(120,052,352

)

 

$

31,797

 

 

$

(120,020,555

)

 

Total Stockholders’ Deficit

 

$

(36,343,647

)

 

$

31,797

 

 

$

(36,311,850

)

 

 

Consolidated Statements of Operations

 

 

 

Year Ended December 31, 2023

 

 

 

Originally Reported

 

 

Junior Note Deferred Financing Cost Restatement Adjustment

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

General and administrative

 

$

11,223,449

 

 

$

(105,924

)

 

$

-

 

 

$

11,117,525

 

Interest expense

 

$

754,549

 

 

$

105,924

 

 

$

4,062

 

 

$

864,535

 

Loss before provision for income taxes

 

$

(20,706,384

)

 

$

-

 

 

$

(4,062

)

 

$

(20,710,446

)

Net loss and comprehensive loss

 

$

(20,706,384

)

 

$

-

 

 

$

(4,062

)

 

$

(20,710,446

)

Net loss per common share, basic and diluted

 

$

(0.63

)

 

$

-

 

 

$

-

 

 

$

(0.63

)

 

 

 

 

Three Months Ended March 31, 2024

 

 

 

Originally Reported

 

 

Junior Note Deferred Financing Cost Restatement Adjustment

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

General and administrative

 

$

2,889,345

 

 

$

(236,550

)

 

$

-

 

 

$

2,652,795

 

Interest expense

 

$

950,867

 

 

$

236,550

 

 

$

4,445

 

 

$

1,191,862

 

Loss before provision for income taxes

 

$

(5,700,653

)

 

$

-

 

 

$

(4,445

)

 

$

(5,705,098

)

Net loss and comprehensive loss

 

$

(5,700,653

)

 

$

-

 

 

$

(4,445

)

 

$

(5,705,098

)

Net loss per common share, basic and diluted

 

$

(0.15

)

 

$

-

 

 

$

-

 

 

$

(0.15

)

 

 

 

Three Months Ended June 30, 2024

 

 

 

Originally Reported

 

 

Junior Note Deferred Financing Cost Restatement Adjustment

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

General and administrative

 

$

2,111,018

 

 

$

(170,570

)

 

$

-

 

 

$

1,940,448

 

Interest expense

 

$

941,614

 

 

$

170,570

 

 

$

3,769

 

 

$

1,115,953

 

Loss on extinguishment of debt

 

$

10,346,108

 

 

$

-

 

 

$

(52,274

)

 

$

10,293,834

 

Loss before provision for income taxes

 

$

(12,687,388

)

 

$

-

 

 

$

48,505

 

 

$

(12,638,883

)

Net loss and comprehensive loss

 

$

(12,687,388

)

 

$

-

 

 

$

48,505

 

 

$

(12,638,883

)

Net loss per common share, basic and diluted

 

$

(7.60

)

 

$

-

 

 

$

0.03

 

 

$

(7.57

)

 

 

 

Six Months Ended June 30, 2024

 

 

 

Originally Reported

 

 

Junior Note Deferred Financing Cost Restatement Adjustment

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

General and administrative

 

$

5,000,363

 

 

$

(407,120

)

 

$

-

 

 

$

4,593,243

 

Interest expense

 

$

1,892,481

 

 

$

407,120

 

 

$

8,214

 

 

$

2,307,815

 

Loss on extinguishment of debt

 

$

10,346,108

 

 

$

-

 

 

$

(52,274

)

 

$

10,293,834

 

Loss before provision for income taxes

 

$

(18,388,041

)

 

$

-

 

 

$

44,060

 

 

$

(18,343,981

)

Net loss and comprehensive loss

 

$

(18,388,041

)

 

$

-

 

 

$

44,060

 

 

$

(18,343,981

)

Net loss per common share, basic and diluted

 

$

(14.18

)

 

$

-

 

 

$

0.03

 

 

$

(14.15

)

 

 

 

Three Months Ended September 30, 2024

 

 

 

Originally Reported

 

 

Junior Note Deferred Financing Cost Restatement Adjustment

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

General and administrative

 

$

1,941,085

 

 

$

(144,311

)

 

$

-

 

 

$

1,796,774

 

Interest expense

 

$

929,046

 

 

$

144,311

 

 

$

3,250

 

 

$

1,076,607

 

Loss on extinguishment of debt

 

$

1,339,017

 

 

$

-

 

 

$

(35,048

)

 

$

1,303,969

 

Loss before provision for income taxes

 

$

(4,377,522

)

 

$

-

 

 

$

31,797

 

 

$

(4,345,725

)

Net loss and comprehensive loss

 

$

(4,377,522

)

 

$

-

 

 

$

31,797

 

 

$

(4,345,725

)

Net loss per common share, basic and diluted

 

$

(1.12

)

 

$

-

 

 

$

0.01

 

 

$

(1.11

)

 

 

 

Nine Months Ended September 30, 2024

 

 

 

Originally Reported

 

 

Junior Note Deferred Financing Cost Restatement Adjustment

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

General and administrative

 

$

6,941,448

 

 

$

(551,431

)

 

$

-

 

 

$

6,390,017

 

Interest expense

 

$

2,821,527

 

 

$

551,431

 

 

$

11,464

 

 

$

3,384,422

 

Loss on extinguishment of debt

 

$

11,685,125

 

 

$

-

 

 

$

(87,322

)

 

$

11,597,803

 

Loss before provision for income taxes

 

$

(22,765,563

)

 

$

-

 

 

$

75,857

 

 

$

(22,689,706

)

Net loss and comprehensive loss

 

$

(22,765,563

)

 

$

-

 

 

$

75,857

 

 

$

(22,689,706

)

Net loss per common share, basic and diluted

 

$

(10.45

)

 

$

-

 

 

$

0.03

 

 

$

(10.41

)

 

 

Consolidated Statements of Cash Flows

 

 

 

Year Ended December 31, 2023

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

Net Loss

 

$

(20,706,384

)

 

$

(4,062

)

 

$

(20,710,446

)

 

Changes in operating assets and liabilities: Accrued expenses

 

$

111,939

 

 

$

4,062

 

 

$

116,001

 

 

 

 

 

Three Months Ended March 31, 2024

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

Net Loss

 

$

(5,700,653

)

 

$

(4,445

)

 

$

(5,705,098

)

 

Changes in operating assets and liabilities: Accrued expenses

 

$

520,042

 

 

$

4,445

 

 

$

524,487

 

 

 

 

 

Six Months Ended June 30, 2024

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

Net Loss

 

$

(18,388,041

)

 

$

44,060

 

 

$

(18,343,981

)

 

Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt

 

$

10,346,108

 

 

$

(52,274

)

 

$

10,293,834

 

 

Changes in operating assets and liabilities: Accrued expenses

 

$

1,693,890

 

 

$

8,214

 

 

$

1,702,104

 

 

 

 

 

Nine Months Ended September 30, 2024

 

 

 

 

Originally Reported

 

 

Senior Convertible Notes Restatement Adjustment

 

 

As
Restated

 

 

Net Loss

 

$

(22,765,563

)

 

$

75,857

 

 

$

(22,689,706

)

 

Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt

 

$

11,685,125

 

 

$

(87,322

)

 

$

11,597,803

 

 

Changes in operating assets and liabilities: Accrued expenses

 

$

1,964,723

 

 

$

11,464

 

 

$

1,976,187