USBC, Inc ARS, filed Aug 26, 2025

USBC, Inc. (USBC)

ARS 2025-08-26 For: 2024-09-30

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Added on October 20, 2026

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Nevada		90-0273142
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

619 Western Avenue, Suite 610 Seattle, Washington 98104		98104
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		KNW		NYSE American LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Item 1.	Business.	4
Item 1A.	Risk Factors.	17
Item 1B.	Unresolved Staff Comments.	35
Item 1C.	Cybersecurity.	35
Item 2.	Properties.	36
Item 3.	Legal Proceedings.	36

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	37
Item 6.	Reserved.	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	43
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	48
Item 8.	Financial Statements and Supplementary Data.	48
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	48
Item 9A.	Controls and Procedures.	49
Item 9B.	Other Information.	49
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	49

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	50
Item 11.	Executive Compensation.	56
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	63
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	65
Item 14.	Principal Accounting Fees and Services.	68

PART IV

Item 15.	Exhibit and Financial Statement Schedules.	69
Item 16.	Form 10-K Summary.

	·	our goals and strategies;
	·	our future business development, financial condition and results of operations;
	·	expected changes in our revenue, costs or expenditures;
	·	growth of and competition trends in our industry;
	·	our expectations regarding demand for, and market acceptance of, our products;
	·	our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate;
	·	fluctuations in general economic and business conditions in the markets in which we operate; and
	·	relevant government policies and regulations relating to our industry.

	·	Through first principles, our sensor technology’s is expected to not only identify a wide range of organic and inorganic materials and analytes, but to do so non-invasively, accurately, and in real time, which potentially enables new multivariate models of clinical diagnostics, and health and wellness monitoring.

	·	Our sensor technology is designed to be non-invasive, using radio waves to identify and measure what is going on inside the body.

	·	Our sensor technology platform is designed to be integrated into a variety of wearable, mobile, or counter-top form factors, and we believe eventual interoperability with existing products from current market leaders.

	·	No needles nor invasive transmitters in the user’s body, making our sensor convenient and pain-free.

	·	No expensive supplies, such as replaceable sensors, test strips and lancets or other disposables, are required to operate our device.

	·	A core focus on accessibility and affordability for the populations we will serve around the globe.

	·	The current prototype sensor collects approximately 1.5 million data points per hour, which allows us to potentially build a deep understanding of health and wellness that other sensors may be unable to match.

	·	Know Labs is the world intellectual property leader in non-invasive blood glucose monitoring, according to ipCapital Group and PatSnap Research.

	·	Initially, entering the diabetes glucose monitoring market with our non-invasive continuous glucose monitoring device.

	·	Following our entry into the glucose monitoring market, entering other clinical monitoring markets for continuous, non-invasive hormone, medication metabolites, endocrinology components, and biomolecular monitoring.

	·	Applying our platform technology to lifestyle analysis, clinical trials, and chronic illnesses. We believe potential use cases include real-time wearable medication monitoring and detection of, for example, ovulation and hormone deficiency.

	·	With a potential ever-growing body of non-invasively determined analytes available from individuals utilizing our technology we believe, over time, with longitudinal data we will be able to engage in so-called “predictive health” and provide early warnings of the onset of disease.

	·	Significantly, every new application will likely function utilizing the same sensor. We expect that hardware changes will not be required to target new analytes, so users will not need a new device, but an updated software algorithm will be required.

	·	Each new application provides potential new opportunities for monetization of the platform technology. Each additional analyte we identify over time may require its own subsequent FDA clearance.

	·	warning letters, fines, injunctions or civil penalties;

	·	recalls, detentions or seizures of products;

	·	operating restrictions;

	·	delays in the introduction of products into the market;

	·	total or partial suspension of production;

	·	delay or refusal of the FDA or other regulators to grant 510(k) clearance, PMA approvals, or other marketing authorization to new products;

	·	withdrawals of marketing authorizations; or

	·	in the most serious cases, criminal prosecution.

	·	We might not be able to continue as a going concern. We believe that our cash on hand will be sufficient to fund our operations at least through February 28, 2025.

	·	We are still in the early stages of commercialization, refining our technology. Our success depends on our ability to conclude development and market devices that are recognized as accurate, safe, and cost-effective as other options currently available in the market and cleared by FDA.

	·	We are subject to extensive regulation by FDA, which could restrict the sales and marketing of our products and could cause us to incur significant costs.

	·	The market price of our common stock may fluctuate, and you could lose all or part of your investment.

	·	We may not be able to maintain a listing of our common stock on the NYSE American.

	·	We do not expect to declare or pay dividends in the foreseeable future.

	·	Future issuances of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our securities to decline and would result in the dilution of your holdings.

	·	Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.

	·	we may be required to submit an investigational device exemption application, or IDE, to FDA, which must become effective prior to commencing certain human clinical trials of medical devices, and FDA may reject our IDE and notify us that we may not begin clinical trials;

	·	the cost of clinical trials may be greater than we anticipate;

	·	FDA or other regulatory authorities do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;

	·	patients do not enroll in clinical trials at the rate we expect;

	·	patients do not comply with trial protocols;

	·	patient follow-up is not at the rate we expect;

	·	patients experience adverse side effects;

	·	patients die during a clinical trial, even though their death may not be related to our products;

	·	we may not reach agreement on acceptable terms with prospective contract research organizations (CROs), and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

	·	institutional review boards and third-party clinical investigators may delay or reject our trial protocol;

	·	third- party clinical investigators decline to participate in a trial or do not perform a trial on our anticipated schedule or consistent with the clinical trial protocol, good clinical practices, or other FDA requirements;

	·	data collection, monitoring, and analysis is not performed in a timely or accurate manner or consistent with the clinical trial protocol or investigational or statistical plans;

	·	regulatory inspections of our clinical trials or manufacturing facilities, which may, among other things, require us to undertake corrective action or suspend or terminate our clinical trials;

	·	changes in governmental regulations or administrative actions applicable to our trial protocols, including, for example, recent legislation passed by Congress requiring clinical trial sponsors to increase engagement with FDA on matters related to appropriate representation of racial and ethnic minorities in clinical trial data for pivotal studies;

	·	the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or effectiveness; and

	·	FDA concludes that the results from our trial and/or trial design are inadequate to demonstrate safety and effectiveness of the product.

	·	modification to our training and promotional materials;

	·	untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;

	·	customer notification, or orders for repair, replacement or refunds;

	·	voluntary or mandatory recall or seizure of our current or future products;

	·	administrative detention by FDA of medical devices believed to be adulterated or misbranded;

	·	imposing operating restrictions, suspension or shutdown of production;

	·	refusing our requests for clearance, PMA or de novo classification of any new products, new intended uses or modifications to our products;

	·	FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries;

	·	withdraws or suspension of 510(k) clearance that has already been granted, resulting in prohibitions on sales of our products; and

	·	criminal prosecution.

	·	the federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving, or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under a federal healthcare program such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it in order to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

	·	the federal false claims and civil monetary penalties laws, including the civil False Claims Act, which can be enforced by private citizens through civil whistleblower or qui tam actions, prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease, or conceal an obligation to pay money to the federal government. The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, prohibits, among other things, executing or attempting to execute a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

	·	HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security, and transmission of individually identifiable health information;

	·	the federal Physician Payments Sunshine Act requires applicable manufacturers of covered drugs, devices, biologics, and medical supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to annually report to Centers for Medicare & Medicaid Services (CMS) starting in 2022 information regarding payments and other transfers of value to physicians, certain other healthcare providers, and teaching hospitals, as well as information regarding ownership and investment interests held by physicians and their immediate family members. The information reported will be publicly available on a searchable website, with disclosure required annually; and

	·	analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers.

	·	differing regulatory requirements and reimbursement regimes in foreign countries;

	·	unexpected changes in tariffs, trade barriers, price and exchange controls, and other regulatory requirements;

	·	economic weakness, including inflation, or political instability in particular foreign economies and markets;

	·	compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad;

	·	foreign taxes, including withholding of payroll taxes;

	·	foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;

	·	difficulties staffing and managing foreign operations;

	·	workforce uncertainty in countries where labor unrest is more common than in the U.S.;

	·	potential liability under the Foreign Corrupt Practices Act (FCPA) or comparable foreign regulations;

	·	challenges enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the U.S.;

	·	production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

	·	business interruptions resulting from geo-political actions, including war and terrorism.

	·	any of our existing patents will continue to be held valid, if challenged;

	·	patents will be issued for any of our pending applications;

	·	any claims allowed from existing or pending patents will have sufficient scope or strength to protect us;

	·	our patents will be issued in the primary countries where our products are sold in order to protect our rights

	·	and potential commercial advantage; or

	·	any of our products or technologies will not infringe on the patents of other companies.

	·	our inability to recruit and retain adequate numbers of effective sales and marketing personnel;

	·	the lack of complementary products to be offered by sales personnel, which may put us at a competitive

	·	disadvantage relative to companies with more extensive product lines; and

	·	unforeseen costs and expenses associated with creating an independent sales and marketing organization.

	·	the availability of suitable candidates;

	·	higher than anticipated acquisition costs and expenses;

	·	competition from other companies for the purchase of available candidates;

	·	our ability to value those candidates accurately and negotiate favorable terms for those acquisitions;

	·	the availability of funds to finance acquisitions and obtaining any consents necessary under our credit facility;

	·	the ability to establish new informational, operational and financial systems to meet the needs of our business;

	·	the ability to achieve anticipated synergies, including with respect to complementary products or services; and

	·	the availability of management resources to oversee the integration and operation of the acquired businesses.

	·	a limited availability of market quotations for our securities;

	·	reduced liquidity for our securities;

	·	substantially impair our ability to raise additional funds;

	·	result in a loss of institutional investor interest and a decreased ability to issue additional securities or obtain additional financing in the future;

	·	a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

	·	a limited amount of news and analyst coverage; and

	·	potential breaches of representations or covenants of our agreements pursuant to which we made representations or covenants relating to our compliance with applicable listing requirements, which, regardless of merit, could result in costly litigation, significant liabilities and diversion of our management’s time and attention and could have a material adverse effect on our financial condition, business and results of operations.

	·	Announcements by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments and litigation;

	·	Issuance of convertible or equity securities and related warrants for general or merger and acquisition purposes;

	·	Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes;

	·	Sale of a significant number of shares of our common stock by stockholders;

	·	General market and economic conditions;

	·	Quarterly variations in our operating results;

	·	Investor and public relation activities;

	·	Announcements of technological innovations;

	·	New product introductions by us or our competitors;

	·	Competitive activities;

	·	Low liquidity; and

	·	Additions or departures of key personnel.

	·	300,000,000 shares of common stock, par value $0.001 per share; and

	·	5,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which:

	·	30,000 shares have been designated as our Series C Convertible Preferred Stock, $0.001 par value per share; and

	·	20,000 shares have been designated as our Series D Convertible Preferred Stock, $0.001 par value per share.

	·	108,097,936 shares of common stock issued and outstanding, held by held by 181 stockholders of record. This number does not include approximately 5,000 beneficial owners whose shares are held in the names of various security brokers, dealers and registered clearing agencies.

	·	17,858 shares of Series C Convertible Preferred Stock issued and outstanding, held by one holder of record; and

	·	10,161 shares of Series D Convertible Preferred Stock issued and outstanding, held by one holder of record.

	·	the ability of our research and development team to produce an FDA clearance quality technology;

	·	our ability to recruit and maintain quality personnel with the talent to bring our technology to the market;

	·	the production of market ready products that can sustain FDA clearance quality results;

	·	the clearance by FDA after their rigorous clinical trial process of our products for the marketplace;

	·	the receptivity of the marketplace and the addressable diabetes community to our new non-invasive glucose monitoring technology; and

	·	access to sufficient capital to support us until our products achieve FDA clearance and are accepted in the marketplace.

	Year Ended September 30,
	2024			2023			$ Variance			% Variance
Operating expenses-
Research and development and operating expenses-
Research and development expenses	$	6,114		$	7,727		$	1,613			20.9	%
Selling, general and administrative expenses		9,109			6,571			(2,538	)		-38.6	%
Selling and transactional costs for digital assets		-			(274	)		(274	)		-100.0	%
Total operating expenses		15,223			14,024			(1,199	)		-8.5	%
Operating loss		(15,223	)		(14,024	)		(1,199	)		-8.5	%
Other Income (Expense), Net:
Interest income		155			127			28			22.0	%
Interest expense		(1,514	)		(390	)		(1,124	)		-288.2	%
Loss on debt extinguishment		-			(507	)		507			100.0	%
Other (expense) income		-			(495	)		495			100.0	%
Total other (expense), net		(1,359	)		(1,265	)		(94	)		-7.4	%
Loss before income taxes		(16,582	)		(15,289	)		(1,293	)		-8.5	%
Income tax expense		-			-			-			0.0	%
Net loss	$	(16,582	)	$	(15,289	)	$	(1,293	)		-8.5	%

			Less Than
Contractual Cash Obligations (1)	Total		1 Year		1-3 Years
Operating leases	$	395,001	$	127,795	$	267,207
Convertible notes payable		6,095,066		5,135,066		960,000
	$	6,490,067	$	5,262,861	$	1,227,207

	·	identification of the contract, or contracts, with the customer;

	·	identification of the performance obligations in the contract;

	·	determination of the transaction price;

	·	allocation of the transaction price to the performance obligations in the contract; and

	·	recognition of the revenue when, or as our company satisfies a performance obligation.

Name	Age	Director/ Executive Officer
Management-
Ronald P. Erickson	80	Chief Executive Officer, Chairman of the Board of Directors and Director
Peter J. Conley	69	Chief Financial Officer and SVP Intellectual Property
John Cronin	69	Interim Chief Technology Officer and Director

Independent-
William A. Owens	84	Director, Former Vice Chairman of NYSE for Asia
Jon Pepper	73	Director
Ichiro Takesako	65	Director
Larry K. Ellingson	78	Director

							Stock		Option		All Other
			Salary		Bonus		Awards		Awards		Compensation		Total
Name	Principal Position		($)		($)		($)		($) (3)		($)		($)
Ronald P. Erickson (1)	Chief Executive Officer and Chairman of the Board	Fiscal year 2024	$	453,125	$	100,000	$	-	$	894,202	$	205,000	$	1,652,327
		Fiscal year 2023	$	371,083	$	-	$	-	$	551,569	$	173,885	$	1,096,537

Peter J. Conley (2)	Chief Financial Officer and SVP Intellectual Property	Fiscal year 2024	$	371,877	$	125,000	$	-	$	307,254	$	-	$	804,131
		Fiscal year 2023	$	319,792	$	-	$	-	$	244,750	$	-	$	564,542

	(1)	During the fiscal years ended September 30, 2024 and 2023, Ronald P. Erickson was compensated with a salary of $325,000 from November 1, 2022 to December 22, 2022, of $375,000 from December 23, 2022 to March 1, 2024 and $500,000 from March 1, 2024 to September 30, 2024. Mr. Erickson received a bonus of $100,000 during the fiscal year end September 30, 2024. An entity affiliated with and controlled by Mr. Erickson, J3E2A2Z LP, was paid interest of $205,000 and $140,000 and other expenses of $0 and $33,855 during the fiscal years ended September 30, 2024 and 2023, respectively. See Annual Report on Form 10-K for the fiscal years ended September 30, 2024 and 2023, “Outstanding Equity Awards at Year-End” for a discussion of option award compensation.

	(2)	During the fiscal year ended September 30, 2022, Mr. Conley was compensated with an annual salary of $300,000 from September 30, 2022 to December 13, 2023. From December 14, 2022, Mr. Conley has been compensated with an annual salary of $325,000. From March 1, 2024 to September 30, 2024, Mr. Conley was compensated at $400,000. Mr. Conley received a bonus of $125,000 during the fiscal year end September 30, 2024. See Annual Report on Form 10-K for the fiscal year ended September 30, 2024, “Outstanding Equity Awards at Year-End” for a discussion of option award compensation.

	(3)	These amounts reflect the aggregate grant date fair value of awards granted in the fiscal years ended September 30, 2024 and 2023, as required by Regulation S-K Item 402(n)(2), computed in accordance with the FASB Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). All assumptions made in the valuations are contained and described in footnote 8 to our financial statements for Fiscal 2024 contained in this Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The amounts shown in the table reflect the total fair value on the date of the grant.

	Option Awards
	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised		Option
	Options		Options		Exercise		Option
	Exercisable		Unexerciseable		Price		Expiration
Name	(#)		(#)		($) (3)		Date
Ronald P. Erickson (1)		1,200,000		-	$	1.10	11/4/2024
		-		1,865,675	$	1.53	12/15/2025
		266,525		1,599,150	$	1.53	12/15/2025
		2,000,000		-	$	1.53	12/15/2025
		687,500		312,500	$	2.09	12/16/2026
		437,500		562,500	$	1.41	12/14/2027
		1,160,211		3,480,633	$	0.25	10/10/2028

Peter J. Conley (2)		562,500		437,500	$	1.48	5/20/2027
		937,813		2,063,187	$	0.25	10/10/2028

(1)	On October 10, 2023, we issued a stock option grant to Ronald P. Erickson for 4,640,844 shares at an exercise price of $0.25 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years.
	On December 14, 2022, we issued a stock option grant to Ronald P. Erickson for 1,000,000 shares at an exercise price of $1.41 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years.

(2)	On October 10, 2024, we issued a stock option grant to Peter J. Conley for 3,001,000 shares at an exercise price of $0.25 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years.

(3)	These amounts reflect the grant date market value as required by Regulation S-K Item 402(n)(2), computed in accordance with FASB ASC Topic 718.

			Early		Not For Good		Change in
Executive	For Cause		or Normal		Cause		Control		Disability
Payments Upon	Termination		Retirement		Termination		Termination		or Death
Separation	on 9/30/2024		on 9/30/2024		on 9/30/2024		on 9/30/2024		on 9/30/2024
Compensation:
Base salary (1)	$	-	$	-	$	500,000	$	500,000	$	-
Performance-based incentive compensation	$	-	$	-	$	-	$	-	$	-
Stock options (2)	$	-	$	-	$	4,994,251	$	4,994,251	$	-

Benefits and Perquisites:
Health and welfare benefits (3)	$	-	$	-	$	30,174	$	30,174	$	-
Accrued vacation pay	$	-	$	-	$	-	$	-	$	-

Total	$	-	$	-	$	5,524,425	$	5,524,425	$	-

(1)	Reflects a salary for twelve months.
(2)	Reflects the vesting of stock option grants-noncash.
(3)	Reflects the cost of medical benefits for eighteen months.

	Stock		Option		Fees
Name	Awards		Awards (7)		Paid		Total
Jon Pepper ((1)	$	57,750	$	130,321	$	10,000	$	198,071
Ichiro Takesako (2)		57,750		130,321		10,000		198,071
William A. Owens (3)		57,750		130,321		10,000		198,071
John Cronin (4)		7,920		70,007		1,616		79,543
Larry K. Ellingson (5)		7,920		50,860		1,616		60,396
Timothy M. Londergan (6)		7,920		50,860		1,616		60,396

Total	$	197,011	$	562,690	$	34,848	$	794,549

(1)	Mr. Pepper was issued 135,000 shares of our common stock that were valued at $57,750. In addition, Mr. Pepper was issued stock option grants for 579,528 shares of common stock that were valued at the Black-Scholes value of $130,321. Mr. Pepper was paid $10,000 for board services. As of September 30, 2024, Mr. Pepper has stock option grants for 657,028 shares of common stock and warrants to purchase common stock of 40,000 shares.

(2)	Mr. Takesako was issued 135,000 shares of our common stock that were valued at $57,750. In addition, Mr. Takesako was issued stock option grants for 579,528 shares of common stock that were valued at the Black-Scholes value of $130.321. Mr. Takesako was paid $10,000 for board services. As of September 30, 2024, Mr. Takesako has stock option grants for 657,028 shares of common stock and warrants to purchase common stock of 40,000 shares.

(3)	Mr. Owens was issued 135,000 shares of our common stock that were valued at $57,750. In addition, Mr. Owens was issued stock option grants for 579,528 shares of common stock that were valued at the Black-Scholes value of $130,321. Mr. Owens was paid $10,000 for board services. As of September 30, 2024, Mr. Owens has stock option grants for 579,528 shares of common stock and warrants to purchase common stock of 40,000 shares.

(4)	Mr. Cronin was issued 16,164 shares of our common stock that were valued at $7,920. In addition, Mr. Cronin was issued stock option grants for 1,390,411 shares of common stock that were valued at the Black-Scholes value of $70,007 per share. Mr. Crowin was paid $1,616 for board services. As of September 30, 2024, Mr. Cronin has stock option grants for 1,390,411 shares of common stock. Mr. Cronin was appointed as a director in November 2023. Mr. Cronin was appointed our Interim Chief Technology Officer in September 2024.

(5)	Mr. Ellingson was issued 16,164 shares of our common stock that were valued at $7,920. In addition, Mr. Ellingson was issued stock option grants for 290,411 shares of common stock that were valued at the Black-Scholes value of $50.860. Mr. Ellingson was paid $1,616 for board services. As of September 30, 2024, Mr. Ellingson has stock option grants for 290,411 shares of common stock. Mr. Ellingson was appointed as a director in November 2023.

(6)	Mr. Londergan was issued 16,164 shares of our common stock that were valued at $7,920. In addition, Mr. Londergan was issued stock option grants for 290.411 shares of common stock that were valued at the Black-Scholes value of $50,860. Mr. Londergan was paid $1,616 for board services. As of September 30, 2024, Mr. Londergan has stock option grants for 290,411 shares of common stock. Mr. Londergan resigned on September 6, 2024

(7)	These amounts reflect the grant date market value as required by Regulation S-K Item 402(n)(2), computed in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in footnote 8 to our financial statements for Fiscal 2024 contained in this Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the listed executives.