Ludwig Enterprises, Inc 10-Q for FY2025 Q2
Ludwig Enterprises, Inc. (LUDG)
About this 10-Q
Ludwig Enterprises, Inc filed this 10-Q on August 12, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $649.44K
- compared with a net loss of $364.19K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM
For the quarterly period ended
For the transition period from ________ to ________
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices, Including Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered under Section 12(b) of the Exchange Act: None
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the registrant’s
Common Stock, $.001 par value (being the only class of its common stock), is
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
i
Ludwig Enterprises, Inc.
Balance Sheets
(Unaudited)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Inventory | ||||||||
| Prepaid expenses | ||||||||
| Deferred offering cost | ||||||||
| Note receivable | ||||||||
| Total Current Assets | ||||||||
| Intangible assets, net of accumulated | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Notes payable | ||||||||
| Convertible notes payable, net | ||||||||
| Due to related party | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock: | ||||||||
| Common stock: | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See the accompanying notes to these condensed unaudited financial statements.
1
Ludwig Enterprises, Inc.
Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administration expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Other income | ||||||||||||||||
| Inducement expense | ( | ) | ||||||||||||||
| Finance expense | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | - | - | ||||||||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss from discontinued operation, net of tax | $ | $ | ( | ) | $ | - | $ | ( | ) | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss from continuing operations per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss from discontinued operations per common share | $ | $ | ( | ) | $ | - | $ | ( | ) | |||||||
| Basic and diluted loss per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||||||||||
See the accompanying notes to these condensed unaudited financial statements.
2
Ludwig Enterprises, Inc.
Statements of Changes in Stockholders’ Deficit
(Unaudited)
For the three and six months ended June 30, 2025
| Convertible | Additional | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the three and six months ended June 30, 2024
| Convertible Preferred Stock | Common Stock Issuable | Common Stock | Common Stock Issuable | Additional Paid in | Accumulated | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Deficit | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common stock issuable for services | — | — | ||||||||||||||||||||||||||||||||||
| Common stock issuable for conversion of debt including inducement expense | — | — | ||||||||||||||||||||||||||||||||||
| Warrant issued for commitment fee | — | — | — | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common stock issued for services | — | — | ( | ) | ( | ) | — | — | ||||||||||||||||||||||||||||
| Common stock issued for conversion of debt including inducement expense | — | — | ( | ) | ( | ) | — | — | ||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See the accompanying notes to these condensed unaudited financial statements.
3
Ludwig Enterprises, Inc.
Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock issued for services | ||||||||
| Stock warrants issued for finance cost | ||||||||
| Interest income | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Loss on extinguishment of debt | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Inducement expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of intellectual property | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Deferred offering cost | ( | ) | ||||||
| Proceeds from related party | ||||||||
| Repayments to related party | ( | ) | ||||||
| Proceeds from convertible notes payable - net | ||||||||
| Repayment of convertible note and guaranteed interest | ( | ) | ||||||
| Repayment of note payable | ( | ) | ||||||
| Cash advance from investor | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash financing activity | ||||||||
| Original issuance debt and guaranteed interest as debt discount | $ | $ | ||||||
| Derivative liability recognized as debt discount | $ | $ | ||||||
See the accompanying notes to these condensed unaudited financial statements.
4
LUDWIG ENTERPRISES, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
For the six months ended June 30, 2025
(Unaudited)
Note 1 – Organization and Nature of Operations
Organization and Nature of Operations
Ludwig Enterprises, Inc. (collectively, “we,” “us,” “our” or the “Company”), a Nevada Corporation (incorporated February 2006).
The Company is currently seeking to develop products and services through the use of cutting-edge technologies in the health care industry.
Liquidity, Going Concern and Management’s Plans
These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying financial statements, for the six months ended June 30, 2025, the Company had:
| ● | Net loss of $ |
| ● | Net cash used in operations was $ |
Additionally, at June 30, 2025, the Company had:
| ● | Accumulated deficit of $ |
| ● | Stockholders’ deficit of $ |
| ● | Working capital deficit of $ |
The Company has cash on hand of $
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management’s strategic plans include the following:
| ● | Execute business operations more fully during the year ended December 31, 2025, |
| ● | Seek out strategic acquisitions of health care technology; and |
| ● | Explore prospective partnership opportunities |
5
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2025, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these unaudited interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2024, contained in the Company’s Form 10-K filed with the SEC on March 31, 2025.
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has no items of other comprehensive income (loss), comprehensive income (loss) is equal to net income (loss).
Use of Estimates
Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.
Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.
Significant estimates during the six months ended June 30, 2025 and 2024 include valuation of stock-based compensation, uncertain tax positions, the fair value determination of investment in convertible preferred stock, and the valuation allowance on deferred tax assets.
Fair Value of Financial Instruments
The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.
The three tiers are defined as follows:
| ● | Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; |
| ● | Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and |
| ● | Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
6
The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.
Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.
The Company’s financial instruments are carried at historical cost. At June 30, 2025 and December 31, 2024, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.
Investment in convertible preferred stock
The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not control or have the ability to exercise considerable influence over operating and financial policies.
The non-marketable equity securities are carried at cost less any impairment, adjusted for observable price changes of similar investments of the same issuer. On a quarterly basis, the Company performs a qualitative assessment to evaluate whether the investment is impaired. If there are sufficient indicators that the fair value of the investment is less than the carrying value, the carrying value of the investment is reduced and an impairment is recorded in the statements of operations as other expense.
At June 30, 2025 and December 31, 2024, the Company
held
Convertible Notes with Fixed Rate Conversion Options
The Company may enter into convertible notes, some of which may contain fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at the time of conversion. The Company measures the fair value of the notes at the time of issuance.
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
7
Debt Discount
For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Statements of Operations.
Debt Issue Cost
Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Statements of Operations.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For our derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.
Research and Development
The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).
Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
The Company incurred research and development
expenses of $
The Company incurred research and development
expenses of $
Advertising Costs
Advertising and marketing costs are expensed as incurred. Advertising and marketing costs are included as a component of general and administrative expense in the statements of operations. Marketing and advertising costs primarily consisted of preparation of our go-to-market strategy, development of our consumer packaging and website design.
The Company recognized $
The Company recognized $
8
Stock-Based Compensation
The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options.
The fair value of stock-based compensation is determined as of the date of the grant on the fair value of the liabilities incurred (measurement date) and is recognized over the vesting periods.
When determining fair value, the Company considers the following assumptions in the Black-Scholes model:
| ● | Exercise price, |
| ● | Expected dividends, |
| ● | Expected volatility, |
| ● | Risk-free interest rate; and |
| ● | Expected life of option |
Basic and Diluted Earnings (Loss) per Share
Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible preferred stock, convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. Because the Company reported a net loss for the three and six months ended June 30, 2025 and 2024, common stock equivalents, including preferred stock, convertible notes and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same.
At June 30, 2025 and 2024, respectively, the Company had the following common stock equivalents, which are potentially dilutive equity securities:
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Convertible Preferred Stock | ||||||||
| Convertible notes | ||||||||
| Warrant | ||||||||
| Total | ||||||||
Each share of preferred stock (
9
Segment report
Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment – seeking to develop products and services through the use of cutting-edge technologies in the health care industry, and as a result, inflammation related chronic diseases.
Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Statements of Operations. Total assets on the Balance Sheets represent our segment assets.
Recent Accounting Standards
Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company.
In November 2024, the FASB issued ASU 2024-03, ASC Subtopic “Disaggregation of Income Statement Expenses (ASC 220-40): Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”. The amendments require additional disclosure of the nature of expenses included in the income statement. The amendments in this update are effective for public business entities for fiscal years, beginning after December 15, 2026. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its financial statements.
We do not expect the adoption of this pronouncement will have a material effect on the Company’s financial statements.
Note 3 – Discontinued Operations
On December 31, 2024, the Company entered into
a Stock Purchase Agreement (the “Exousia SPA”) with Marijuana, Inc., a publicly-traded Florida corporation (symbol: MAJI)
(“Purchaser”), pursuant to which Purchaser would purchase
The purchase price under the Exousia SPA for
In October 2024, the Company dissolved the two subsidiaries, mRNA for Life, Inc. and Precision Genomics, Inc.
The above restructuring of subsidiaries will have an effect on the Company’s operations and financials results and this qualifies for presentation as a discontinued operation.
The following is a summary of discontinued operations for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | - | $ | |||||||||||
| Operating Expenses: | ||||||||||||||||
| General and administration expenses | ||||||||||||||||
| Research and development | - | |||||||||||||||
| Total operating expenses | $ | $ | $ | - | $ | |||||||||||
| Income tax benefit | ||||||||||||||||
| Loss from discontinued operation, net of tax | $ | $ | ( | ) | $ | - | $ | ( | ) | |||||||
10
The following is a summary of discontinued cash flows for the six months ended June 30, 2025 and 2024:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| Cash Flows from Operating Activities: | 2025 | 2024 | ||||||
| Net loss | $ | $ | ( | ) | ||||
| Changes in operating assets and liabilities: | - | - | ||||||
| Net Cash Used in Operating Activities | ( | ) | ||||||
| Cash Flows from Operating Activities: | ||||||||
| Proceeds received from parent company | ||||||||
| Repayments to parent company | ( | ) | ||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
Note 4 – Notes Payable and Convertible Notes Payable
Notes Payable - Net
Between June 2012 and October 2023, the Company
issued promissory notes to 13 individuals in the aggregate of $
Convertible Notes Payable - Net
The Company had the following activity related to its convertible notes payable:
| Balance - December 31, 2024 | $ | |||
| Proceeds (face amount of note) | ||||
| Derivative liability recognized as debt discount | ( | ) | ||
| Amortization of debt discount | ||||
| Balance – June 30, 2025 | $ |
Convertible Notes Payable are summarized as follows:
Notes issued in 2024
Between March 2024 and November 2024, the Company
entered into securities purchase agreements (the “SPAs”) with 16 individuals in the aggregate of $
Note issued in 2025
In January, 2025, the Company entered into securities
purchase agreements (the “SPAs”) with 2 individuals, pursuant to which the Company agreed to issue to the Investors Promissory
Notes (the “Notes”), in the aggregate principal amount of $
11
In April and May, 2025, the Company entered into
securities purchase agreements (the “SPAs”) with 7 individuals, pursuant to which the Company agreed to issue to the Investors
Promissory Notes (the “Notes”), in the aggregate principal amount of $
The Company valued the conversion feature using
the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible with variable conversion
price during the three and six months ended June 30, 2025 amounted to $
As of June 30, 2025 and December 31, 2024,
the Company had outstanding Convertible Notes Payable of $
Modification and Extinguishment of Convertible Notes Payable
On April 3, 2025, the Company entered into Note
Extension and Modification Agreements with 11 of our Noteholders, extending the maturity dates on their Notes to December 31, 2025. The
conversion features of the notes were modified such that if, prior to the Maturity Date, the Company’s securities are accepted for
listing on a national securities exchange (an “Uplist”), then the outstanding principal and interest of the Notes shall automatically
convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of
its Common Stock, or securities convertible into or exchangeable for shares of Common Stick, whether in a public offering or a private
placement, eighty-five percent (
The Company evaluated the modification of terms
under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the extension of the maturity dates did
not result in significant change, however, the amendment of conversion price was fundamentally different from the existing debt and resulted
in an extinguishment of the debt. Accordingly, the Company recorded a loss on extinguishment of debt of $
Specifically, on the date of modification, the
Company determined that the present value of the cash flows of the modified debt instruments were less than
Inducements
In March 2024, the Company recorded
Interest expense and amortization of debt discount
During the three months ended June 30, 2025 and
2024, the Company recorded interest expense for notes payable and convertible notes of $
During the three months ended June 30, 2025 and
2024, the Company recorded amortization of debt discount of $
12
Note 5 – Derivative liability
Fair Value Assumptions Used in Accounting for Derivative Liabilities
ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of April, 3, 2025, issuance date of convertible notes and June 30, 2025.
The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on the Company’s stock price. Expected volatility is based on the historical stock price volatility of the Companies’ common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.
During the six months ended June 30, 2025, in
connection with the convertible notes payable and a conversion feature which converts into common shares at the Liquidity Event, the Company
determined our derivative liability feature from the noteholder’s conversion for the convertible notes is not clearly and closely
related to the host and accounted for it as a bifurcated derivative liability. As a result, the Company calculated the derivative liability
based on the conditional liquidity event, the IPO or the Maturity. As of June 30, 2025, the pricing of the IPO was assumed to be between
$
As of the date of issuance of the convertible notes and June 30, 2025, the estimated fair values of the liabilities measured on a recurring basis were based on the following Black Scholes inputs:
| Initial | June 30, | |||
| Date | 2025 | |||
| Expected conversion price | $ |
$ | ||
| Expected term | ||||
| Expected average volatility | ||||
| Expected dividend yield | ||||
| Risk-free interest rate | ||||
| Expected IPO Price | $ |
$ |
The following table summarizes the changes in the derivative liabilities during the three and six months ended June 30, 2025:
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Balance - December 31, 2024 | $ | |||
| Addition of new derivatives recognized as debt discount - conversion feature | ||||
| Addition of new derivatives recognized as loss on derivatives | ||||
| Gain on change in fair value of the derivative | ( | ) | ||
| Balance - June 30, 2025 | $ | |||
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Balance – April 1, 2025 | $ | |||
| Addition of new derivatives recognized as debt discount - conversion feature | ||||
| Addition of new derivatives recognized as loss on derivatives | ||||
| Gain on change in fair value of the derivative | ( | ) | ||
| Balance - June 30, 2025 | $ | |||
13
Note 6 – Commitments and Contingencies
On November 15, 2023, we entered into a Financial
Advisory Services Agreement with Thornhill Advisory Group, Inc. (f/k/aEverAsia Financial Group, Inc.), a financial consulting firm owned
by Scott J. Silverman, who, in conjunction with the execution the CFO Agreement, was appointed as our Chief Financial Officer. Under the
CFO Agreement, the Company is obligated to make monthly payments of $
Beginning from the execution date of the CFO Agreement
and continuing until the Company raises $
| Funds Raised | Paid Monthly | Accrued Monthly | ||||||
| $0 – $250,000 | $ | $ | ||||||
| $250,000 – $750,000 | $ | $ | ||||||
Upon the Company’s raising of $
On April 1, 2024, Jose Antonio Reyes. signed an Offer
Letter for his employment as our Chief Operating Officer. In September 2024, Mr. Reyes was named as our Chief Executive Officer. Pursuant
to the terms of his employment, the Company is obliged to make monthly payments to Mr. Reyes of $
Beginning from the execution date
of the Offer Letter and continuing until the Company raises $
| Funds Raised | Paid Monthly |
Accrued Monthly |
||||||
| $0 – $250,000 | $ | $ | ||||||
| $250,000 – $750,000 | $ | $ | ||||||
Upon the Company’s raising of $
In August 2024, the Company acquired patent pending (“Patent”)
for an mRNA Neuro Panel and Serotonin Assay, which Patent was lodged by Nova on or about April 26, 2024, as U.S. Patent Application 18/705375,
International Publication Number WO 2023/077245, captioned as “Diagnosing, Monitoring and Treating Neurological Disease with Psychoactive
Tryptamine Derivatives and mRNA Measurements” (“IP” or “Patent”) from Nova Mentis Life Science Corp. in
exchange for the issuance of
Note 7 – Stockholders’ Deficit
The Company has two (2) classes of stock:
Common Stock
| ● |
| ● | $ |
| ● | Voting at |
Preferred Stock
In May 2022 and December 2022, the Company’s
Articles of Incorporation, as amended, authorized the issuance of
The Board of Directors has made the following designations of its preferred stock.
14
Series A Convertible Preferred Stock
| ● |
| ● | $ |
| ● | Conversion feature–-each share of preferred stock is convertible into |
| ● | Voting–-on an as converted basis with common stock, at the applicable conversion rate ( |
| ● | Dividends–-accrued only upon declaration of the board of directors, at the applicable conversion rate. |
| ● | Mandatorily redeemable (automatic conversion) on January 1, 2025. (See below amendment) |
| ● | Anti-dilution provision – rights exist for the period of two years after the convertible preferred shares were converted into common stock. Additionally, holders of the convertible preferred stock will have full ratchet anti-dilution protection rights at the rate of |
In connection with the issuance of these Series A convertible preferred shares, the Company determined that there were no provisions within ASC 815 that were met, which would require derivative liability accounting treatment. Specifically, as noted below, upon amending the terms of the Series A, convertible preferred stock, at that time, there had been no new stock issuances of any type which may have triggered the anti-dilution provision.
In December 2022, the Company amended its articles of incorporation related to certain terms of its Series A convertible preferred stock. At that time, the Company, along with approval from its convertible preferred stockholders agreed to remove provisions related to mandatory redemption as well as anti-dilution rights.
At June 30, 2025 and December 31, 2024, the Company
had
Equity Transactions for the six months ended June 30, 2025
Common Stock
On February 5, 2025, the Company issued
At June 30, 2025 and December 31, 2024, the Company
had
Note 8 – Warrants
A summary of the activity of the warrants during the six months ended June 30, 2025, is follows:
| Number of Warrant | Weighted average Exercise price | Weighted average Remaining life (year) | ||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||
| Grant | ||||||||||||
| Exercised | ||||||||||||
| Cancelled | ||||||||||||
| Outstanding at June 30, 2025 | $ | |||||||||||
| Exercisable at June 30, 2025 | $ | |||||||||||
The intrinsic value of the warrants as of June
30, 2025, is $
15
Note 9 – Related party transactions
The Company had the following activity related to its due to related party:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Due on demand loan with | $ | $ | ||||||
| Due on demand loan with | ||||||||
| Note payable | ||||||||
| $ | $ | |||||||
In December, 2024, the Company issued a Promissory
Note to our former chief executive officer (“CEO”) in the principal amount of $
In May, 2025, the Company redeemed a promissory note made with our former chief executive officer in the principal amount of $
On March 10, 2025, the Company issued a Promissory
Note to our chief executive officer (“CEO”) in the principal amount of $
During the six months ended June 30, 2025 and
2024, the Company recorded interest expense related to related party notes of $
For the six months ended June 30, 2025, our CEO
paid operating expense of $
During the six months ended June 30, 2025 and 2024,
the Company paid Thornhill Advisory Group, Inc, a company beneficially owned by our Chief Financial Officer, $
During the six months ended June 30, 2025 and
2024, the Company paid to Jose Antonio Reyes, our former Chief Executive Officer, $
Note 10 – Subsequent Events
Enactment of Federal Tax Legislation
On July 2, 2025, subsequent to the end of the reporting period, the U.S. Congress enacted the Taxpayer Fairness and Growth Act of 2025, which includes significant amendments to the Internal Revenue Code. Key provisions include:
| ● | A reduction in the federal corporate income tax rate from |
| ● | Limitations on the deductibility of certain interest and R&D expenses; |
| ● | Modifications to the foreign-derived intangible income (“FDII “) and global intangible low-taxed income (“GILTI”) regimes. |
The Company is currently evaluating the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities. Because the enactment occurred after the end of the reporting period and before issuance of these financial statements, the effects have not been recognized in the accompanying condensed consolidated financial statements as of and for the period ended June 30, 2025, consistent with ASC 740 and ASC 855.
The Company expects the corporate rate reduction to have a favorable impact on its effective tax rate beginning in fiscal 2026. However, remeasurement of deferred tax balances and the application of new limitations may result in non-cash tax charges in future periods. The Company will continue evaluating the impact and recognize any required adjustments in the period of enactment.
Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement Regarding Forward Looking Statements” and elsewhere herein. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.
Forward looking Statements
There are “forward looking statements” contained herein. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “may,” “should,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this quarterly report to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following:
| ● | Inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans; |
| ● | Our failure to earn revenues or profits; |
| ● | Inadequate capital to continue business; |
| ● | Volatility or decline of our stock price; |
| ● | Potential fluctuation in quarterly results; |
| ● | Rapid and significant changes in markets; |
| ● | Litigation with or legal claims and allegations by outside parties; and |
| ● | Insufficient revenues to cover operating costs. |
The following discussion should be read in conjunction with the unaudited financial statements and the notes thereto which are included in this quarterly report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors.
Overview
We are an innovative technology and health related company that is developing products that use mRNA-based genetic markers with the potential to measure the presence of inflammation, and, as a result, inflammatory driven diseases and monitor patient response to treatment. Advancements in medical technology have awarded us with cutting edge genetic tools, unheard of even a generation ago. These genetic tools have the potential to not only achieve early detection of diseases but also to support customized treatments that may improve patient outcomes. Our company is at the forefront of this new era of medicine with development of products that will embody our proprietary mRNA genomic technology that has the potential of screening for genetic biomarkers for inflammatory driven diseases, including, but not limited to, heart disease, diabetes, preeclampsia, cancer and “long COVID.”
17
Current Financial Condition Summary
We had a net loss of $1,190,387 for the six months ended June 30, 2025. Additionally, we had net cash used in operating activities of $500,797 for the six months ended June 30, 2025. At June 30, 2025, we had a working capital deficit of $3,402,780, an accumulated deficit of $8,449,753 and a stockholders’ deficit of $3,402,160, which could have a material impact on our ability to obtain needed capital.
Results of Operations
Six months ended June 30, 2025, compared to the six months ended June 30, 2024.
For the six months ended June 30, 2025 and 2024, we had revenue from services of $0 and $10, respectively. We expect that revenues from sales of our planned products will begin during the fourth quarter of 2025, assuming we are able to obtain needed funding of approximately $10,000,000, of which there is no assurance.
Operating Expenses. Total operating expenses for the six months ended June 30, 2025 and 2024, were $1,110,543 and $ 666,937 respectively. The increase of $443,606 in operating expenses during the six months ended June 30, 2025, was primarily due to a significant increase in in payments of monthly fees to our key consultants and fees for professional services, including accounting and legal, as we prepare to launch our products.
General and Administrative Expenses. The increase of $364,878 to $960,253 in general and administrative expenses for the six months ended June 30, 2025, as compared to $595,375 for the six months ended June 30, 2024, was primarily due to a significant increase in our activities relating sales and marketing as we prepare to bring our product to market, as well as the increase in payments of monthly fees to our key consultants and fees for professional services, including accounting and legal
Research and Development. The $150,290 and $71,562 in research and development expenses for the six months ended June 30, 2025 and 2024, respectively, were incurred due to our expenditures in the development of our planned products, including the payment of product study-relate expenses..
Other Income/Expense. Total other expense for the six months ended June 30, 2025 and 2024, were $79,884 and $1,233,927, respectively. The decrease of $1,154,083 in total other expense during the six months ended June 30, 2025, was primarily due to a decrease in inducement expenses associated with our extending notes payable that had reached maturity, a decrease in finance expenses and increase in amortization of debt discount, offset by an increase in loss on extinguishment of debt, change in fair value of derivative liability, increase in interest income and other income.
Amortization of Debt Discount. We incurred $115,129 and $15,000 in amortization of debt discount for OID and guaranteed interest on a convertible note payable during the six months ended June 30, 2025 and 2024, respectively.
interest Expense. Interest expense for the six months ended June 30, 2025, was $26,560 compared to $21,797 for the six months ended June 30, 2024.
Net Loss. We incurred a net loss of $1,190,387 for the six months ended June 30, 2025, as compared to a net loss of $1,900,854 for the six months ended June 30, 2024. The decrease in net loss for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, was primarily due to an increase in net loss from operations of $443,616, an increase in interest expense of $4,763, increase in loss on extinguishment of debt of $117,271 and increase in amortization on debt discount of $100,129 and reduced by an increase of $4,000 in interest income, an increase in other income of $2,333 a decrease of $520,000 in inducement expenses and a decrease of $677,130 in financing expenses. Should we be able to obtain needed capital, as we continue to expand our business activities, we expect that our operating expenses for all of 2025 will be in excess of those incurred during the year ended December 31, 2024. However, we are unable to predict our actual operating expenses for all of 2025, due to the uncertainty surrounding our ability to obtain capital.
18
Three months ended June 30, 2025, compared to the three months ended June 30, 2024.
For the three months ended June 30, 2025 and 2024, we had revenue from services of $0 and $0, respectively. We expect that revenues from sales of our planned products will begin during the fourth quarter of 2025, assuming we are able to obtain needed funding of approximately $10,000,000, of which there is no assurance.
Operating Expenses. Total operating expenses for the three months ended June 30, 2025 and 2024, were $585,622 and $301,348 respectively. The increase in operating expenses of $284,274 during the three months ended June 30, 2025, was primarily due to a significant increase in in payments of monthly fees to our key consultants and fees for professional services, including accounting and legal, as we prepare to launch our products.
General and Administrative Expenses. The increase of $279,780 to $509,566 in general and administrative expenses for the three months ended June 30, 2025, as compared to $229,786 for the three months ended June 30, 2024, was primarily due to a significant increase in our activities relating sales and marketing as we prepare to bring our product to market, as well as the increase in payments of monthly fees to our key consultants and fees for professional services, including accounting and legal.
Research and Development. The $76,056 and $71,562 in research and development expenses for the three months ended June 30, 2025 and 2024, respectively, were incurred due to our expenditures in the development of our planned products, including the payment of product study-relate expenses..
Other Income/Expense. Total other expense for the three months ended June 30, 2025 and 2024, were $63,822 and $21,162, respectively. The increase in total other expense during the three months ended June 30, 2025, was primarily due to an increase in loss on extinguishment of debt of $117,217 and an increase in amortization of debt discount of $108,129 offset by an increase in interest income of $2,000 and change in fair value of derivative liability of $172,729 and a decrease in interest expense of $7,957.
Amortization of Debt Discount. We incurred $115,129 and $7,000 in amortization of debt discount for OID and guaranteed interest on a convertible note payable during the three months ended June 30, 2025 and 2024, respectively.
Interest Expense. Interest expense for the three months ended June 30, 2025, was $6,205 for the three months ended June 30, 2025 as compared to $21,162 for the three months ended June 30, 2024.
Net Loss. We incurred a net loss of $649,444 for the three months ended June 30, 2025, as compared to a net loss of $364,191 for the three months ended June 30, 2024. The increase in net loss for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, was primarily due to an increase of $284,274 in net loss from operations to $585,622 and reduced an increase in loss on extinguishment of debt of $117,217 and an increase in amortization of debt discount of $108,129 offset by an increase in interest income of $2,000 and change in fair value of derivative liability of $172,729 and a decrease in interest expense of $7,957. Should we be able to obtain needed capital, as we continue to expand our business activities, we expect that our operating expenses for all of 2025 will be in excess of those incurred during the year ended December 31, 2024. However, we are unable to predict our actual operating expenses for all of 2025, due to the uncertainty surrounding our ability to obtain capital.
19
Cash Flows
Net Cash Used in Operating Activities. Net cash used in operating activities was $500,797 during the six months ended June 30, 2025, compared to $467,056 used during the six months ended June 30, 2024.
Net Cash Used in Investing Activities. Net cash used in investing activities was $620 during the six months ended June 30, 2025, compared to $-0- during the six months ended June 30, 2024.
Net Cash Provided by Financing Activities. Net cash provided by financing activities was $637,150 during the six months ended June 30, 2025, as compared to $340,000 provided during the six months ended June 30, 2024. All of the cash provided by financing activities was proceeds from convertible promissory notes issued and an advance from our CEO.
Liquidity and Capital Resources
June 30, 2025. At June 30, 2025, the Company had $142,474 in cash and a working capital deficit of $3,402,780 compared to $6,741 in cash and a working capital deficit of $2,378,145 at December 31, 2024. The Company does not have sufficient working capital to fund current operating expenses at least through the third quarter of 2025. The Company requires additional funds beyond such time and will need to obtain additional debt or equity-based capital from third parties to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.
Notes Payable and Convertible Promissory Notes
Notes Payable - Net
Between June 2012 and October 2023, the Company issued promissory notes to 13 individuals in the aggregate of $1,370,009 with various interest rates ranging from 0% to 12% and maturity dates of September 30, 2025. The promissory notes are unsecured. On May 1, 2025, the Company redeemed a Promissory Note with a principal balance of $100,000 and accrued interest of $12,603. As of June 30, 2025 and December 31, 2024, the Company had outstanding Notes Payable of $1,270,009 and $1,370,000, respectively.
Convertible Notes Payable - Net
The Company had the following activity related to its convertible notes payable:
| Balance - December 31, 2024 | $ | 578,708 | ||
| Proceeds (face amount of note) | 750,000 | |||
| Derivative liability recognized as debt discount | (953,571 | ) | ||
| Amortization of debt discount | 115,129 | |||
| Balance - December 31, 2025 | $ | 490,266 |
Convertible Notes Payable are summarized as follows:
Notes issued in 2024
Between March 2024 and November 2024, the Company the Company entered into securities purchase agreements (the “SPAs”) with 16 individuals in the aggregate of $578,708 with an interest rate of 8%. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE OR NYSE American stock exchanges.
20
Note issued in 2025
In January, 2025, the Company entered into securities purchase agreements (the “SPAs”) with 2 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the “Notes”), in the aggregate principal amount of $100,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. The principal amounts of the notes together with any accrued interest are convertible into common shares at any time prior or at maturity at a price of $0.10 per common share. The Notes, together with any accrued interest, shall automatically convert into common shares at a price of $0.10 per share upon the successful uplisting of the Company’s common stock onto the NASDAQ, CBOE or NYSE American stock exchanges.
In April and May, 2025, the Company entered into securities purchase agreements (the “SPAs”) with 7 individuals, pursuant to which the Company agreed to issue to the Investors Promissory Notes (the “Notes”), in the aggregate principal amount of $650,000 with an interest rate of 8% per annum. The Notes mature twelve (12) months from the dates of issue. If, prior to the Maturity Date, the Company’s securities are accepted for listing on a national securities exchange (an “Uplist”), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stick, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company’s Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date.
The Company valued the conversion feature using the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible with variable conversion price during the six months ended June 30, 2025 amounted to $1,070,788, and $953,571 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $117,217 was recognized as loss on extinguishment of debt.
As of June 30, 2025 and December 31, 2024, the Company had outstanding Convertible Notes Payable of $490,266 and $578,708, respectively.
Modification and Extinguishment of Convertible Notes Payable
On April 3, 2025, the Company entered into Note Extension and Modification Agreements with 11 of our Noteholders, extending the maturity dates on their Notes to December 31, 2025. The conversion features of the notes were modified such that if, prior to the Maturity Date, the Company’s securities are accepted for listing on a national securities exchange (an “Uplist”), then the outstanding principal and interest of the Notes shall automatically convert into Common Stock, at a conversion price equal to: (a) if in connection with the Uplist the Company issues and sells shares of its Common Stock, or securities convertible into or exchangeable for shares of Common Stick, whether in a public offering or a private placement, eighty-five percent (85%) of the per share price paid by the investors in such offering, or (b) otherwise eighty-five percent (85%) of the VWAP of the Common Stock on the day on which the Company’s Common Stock first opens for trading on such exchange, or (b) if the Notes have not previously been converted then upon the Maturity Date, the Conversion Amount shall be convertible, at the election of the Holder, into Common Stock at a conversion rate equal to a eighty-five percent (85%) of the average VWAP for the five Trading Days immediately preceding the Maturity Date.
The Company evaluated the modification of terms under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the extension of the maturity dates did not result in significant, however, the amendment of conversion price was fundamentally different from the existing debt and resulted in an extinguishment of the debt. Accordingly, the Company recorded a loss on extinguishment of debt of $117,217.
Specifically, on the date of modification, the Company determined that the present value of the cash flows of the modified debt instruments were less than 10% different from the present value of the remaining cash flows under the original debt instruments.
See below for discussion of inducement expense.
21
Inducements
In March 2024, the Company recorded 2,080,000 shares of common stock issuable as inducements to 7 individuals for the extension of 7 promissory notes to July 1, 2024, which shares were valued at $0.25 per share. The Company recorded $520,000 as inducement expense in March, 2024.
Interest expense and amortization of debt discount
During the six months ended June 30, 2025 and 2024, the Company recorded interest expense for notes payable and convertible notes of $25,522 and $21,797, respectively. During the three months ended June 30, 2025 and 2024, the Company recorded interest expense for notes payable and convertible notes of $6,205 and $14,162, respectively.
During the six months ended June 30, 2025 and 2024, the Company recorded amortization of debt discount of $115,129 and $15,000, respectively. During the three months ended June 30, 2025 and 2024, the Company recorded amortization of debt discount of $115,129 and $7,000, respectively.
Going Concern
The unaudited consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the financial statements, we had a working capital deficit of $3,402,780 at June 30, 2025, and had a net loss of $ 1,190,387 for the six months ended June 30, 2025, which raises substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of the financial statements.
Off Balance Sheet Arrangements
At June 30, 2025, we did not have any off balance sheet arrangements that we believe have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies
Our accounting policies are more fully described in our unaudited financial statements. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on our best knowledge of current and anticipated events, actual results could differ from the estimates.
We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period, due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.
22
Recent Accounting Policies
On July 2, 2025, subsequent to the end of the reporting period, Congress enacted the Taxpayer Fairness and Growth Act of 2025, which includes significant amendments to the Internal Revenue Code. Key provisions include:
| ● | A reduction in the federal corporate income tax rate from 21% to 19%, effective for tax years beginning after January 1, 2026; |
| ● | Limitations on the deductibility of certain interest and R&D expenses; |
| ● | Modifications to the the foreign-derived intangible income (“FDII “) and global intangible low-taxed income (“GILTI”) regimes. |
The Company is currently evaluating the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities. Because the enactment occurred after the end of the reporting period and before issuance of these financial statements, the effects have not been recognized in the accompanying condensed consolidated financial statements as of and for the period ended June 30, 2025, consistent with ASC 740 and ASC 855.
The Company expects the corporate rate reduction to have a favorable impact on its effective tax rate beginning in fiscal 2026. However, remeasurement of deferred tax balances and the application of new limitations may result in non-cash tax charges in future periods. The Company will continue evaluating the impact and recognize any required adjustments in the period of enactment.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its reports filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.
As of the quarter ended June 30, 2025, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of any material weaknesses or significant deficiencies under the Exchange Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.
Based on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We have no pending legal or administrative proceedings.
Item 1A. Risk Factors
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item. In any event, there have been no material changes in our risk factors as previously disclosed in our Form 10-K filed with the SEC on March 28, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit | Description | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1+ | Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by Registrant’s Chief Executive Officer and Chief Financial Officer with respect to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 | |
| 101.* | INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| + | Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LUDWIG ENTERPRISES, INC. | ||
| By: | /s/ Scott J. Silverman | Dated: August 12, 2025 |
| Scott J. Silverman | ||
|
Acting Chief Executive Officer and Chief Financial Officer (Principal Executive and Financial Officer) |
||
25
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Scott J. Silverman, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Ludwig Enterprises, Inc; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; |
| 3. | Based on my knowledge, the unaudited condensed financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I, as the registrant’s Acting Chief Executive Officer and Chief Financial Officer, am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the periods in which this report is being prepared; and | |
| b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)); | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I, as the registrant’s Acting Chief Executive Officer and Chief Financial Officer, have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 12, 2025 | ||
| By: | /s/ Scott J. Silverman | |
| Scott J. Silverman | ||
|
Acting Chief Executive Officer and (Principal Executive and Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Ludwig Enterprises, Inc (the “Company”) on Form 10-Q for period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof, I, Scott J. Silverman, the Acting Chief Executive Officer and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 12, 2025 | ||
| By: | /s/ Scott J. Siverman | |
| Scott J. Silverman | ||
| Acting Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | ||