| Schedule of Restatements for Previously Issued Financial Statements |
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 |
) |
|
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 |
|
|
|