1
PART I
ITEM 1. BUSINESS
The following description of our business contains forward-looking statements relating to future events or our future financial or operating performance that involve risks and uncertainties, as set forth above under “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors described in the Annual Report, including those set forth above in the Special Cautionary Note Regarding Forward-Looking Statements or under the heading “Risk Factors” or elsewhere in this Annual Report.
Business Overview
AIBotics, Inc. promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. AIBotics also intends to deploy technology from its parent company, Ehave, Inc., in the collection of research and clinical data to further the study of the effects of psychedelics in the treatment of mental health issues. With the acquisition of assets from Philon Labs, we intend on using Artificial Intelligence ("AI") to transform great ideas and innovative solutions into disruptive products using advanced engineering and design techniques, enhancing patient care and streamlining medical processes.
History
AIBotics, Inc., a Nevada corporation (the “Company”), was incorporated in the State of Nevada on January 21, 2000, under the name RM Investors, Inc. In March 2014, under the terms of an Exchange Agreement and Plan of Reorganization, we acquired 100% of the issued and outstanding shares of our subsidiary 20/20 Produce Sales, Inc., an Idaho corporation that was incorporated on December 22, 1994. On March 26, 2014, we amended and restated our articles of incorporation to increase our authorized shares of common stock to 100,000,000 shares, par value $0.001, and to authorize 5,000,000 shares of preferred stock, par value $0.001. In connection with this reorganization, we obtained a new CUSIP number for our common stock, FINRA approval of our name change from RM Investors, Inc. to 20/20 Global, Inc., and a new trading symbol for our shares on the OTC marketplace and effected a 2-for-1 forward split of the then issued and outstanding shares of our common stock.
In December 2020, we entered into definitive agreements with Ehave, Inc., an Ontario corporation, AIBotics Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave, Inc., and the former and current directors of 20/20 Global that provide for the 20/20 Global’s purchase of all of the outstanding stock of AIBotics, Inc. from Ehave, Inc. In May 2021, we changed our name to AIBotics Therapies Inc. Our trading symbol is TPIA. We have one subsidiary, AIBotics Therapies Inc., a Florida corporation. Our board of directors consists of Ben Kaplan and Mark Croskey.
Prior to its acquisition, AIBotics Therapies (Florida) entered into a supply agreement with Havn Life Sciences Inc. a Canadian corporation, a biotechnology company pursuing standardized extraction of psychoactive compounds and the development of natural health products. The agreement calls for HAVN to supply AIBotics with naturally derived Psilocybin SPP in the form of an Active Pharmaceutical Ingredient (API) to be used in testing by universities, researchers and pharmaceutical companies seeking to develop treatments and therapies using Psilocybin.
HAVN Life Sciences trades on the Canadian Securities Exchange (CSE) under the symbol HAVN.
Since the reverse merger on January 20, 2021 (the “Closing”), the Company has been leveraging its relationship with its parent company, Ehave, Inc. (“EHVVF”) to integrate the use of digital and data therapeutics to measure the effect of Psylicibin and related compounds on mental health. The Company has been negotiating with third parties to integrate EHVVF’s EEG brain cap technology to capture neurological data during the use of mental health therapies involving the use of Psylicibin and related compounds. The Company believes that the mental health benefits bestowed by these compounds are numerous, particularly to combat depression and addiction, and is aligning itself with the evolving legal and policy landscape of mental health regulation.
2
References to “us,” “we,” “our,” and correlative terms refer to AIBotics, Inc. and our wholly owned subsidiary, AIBotics, Inc., a Florida corporation, through which we conducted our activities.
On February 3, 2025, Mycotopia Therapies, Inc. amended its articles of incorporation to change its name to Aibotics Inc., (the “Name Change”).
Business Strategy and Market
In November 2020, Oregon became the first U.S. state to legalize Psilocybin. It has been estimated the psychedelic drugs market will grow 12.4% annually over the next seven years, reaching $10.75 billion in 20272. Several companies are running clinical trials to determine the efficacy of the use psilocybin and other psychedelics in the treatment of chronic pain, opioid withdrawal, and depression.
In the summer of 2021, Harvard Law School’s Petrie-Flom Center for Health Law Policy, Biotechnology, and Bioethics launched the Project on Psychedelics Law and Regulation. They noted that in 2017, the FDA designated MDMA as a breakthrough therapy for post-traumatic stress disorder, and in 2018 the agency identified psilocybin as a breakthrough for treatment-resistant depression, indicating that psychedelics may represent substantial improvements over existing treatments for mental illness. According to the FDA, Breakthrough Therapy designation is a process designed to expedite the development and review of drugs that are intended to treat a serious condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over available therapy on a clinically significant endpoint(s). The Petrie-Flom Center project the US market for psychedelics could reach $6.85 billion in 2027.
It was the Company’s intent to promote the current studies into psychedelics while developing a pipeline of pharmaceutical grade components for psychedelic based treatments.
On August 13, 2020, the Company entered into a supply agreement with HAVN Life Sciences to supply psilocybin for study. AIBotics Therapies intends to build a distribution channel to supply naturally-derived psilocybin spp compounds, in accordance with al federal laws and local protocols. By building out this supply chain AIBotics intends to be one of the first to market, as markets begin to open up around the globe. AIBotics seeks to be one of the handful of companies to have an API (active pharmaceutical ingredient) that meets European Union Good Manufacturing Practices that we could move around the world to jurisdictions where Psilocybin is legal and that we will form business relationships with labs, research institutions and drug manufactures. On, October 28, 2022, we entered into an extension agreement with HAVN, extending the agreement for an additional two years from October 28, 2022, with automatic yearly renewals unless canceled on at least 30 days prior notice.
On November 28, 2023, AIBotics Therapies Inc. entered into an Asset Sale and Purchase Agreement (the “Asset Purchase Agreement”) and Intellectual Property Assignment Agreement (the “IP Assignment”) with Philon Labs, LLC (“Philon Labs”) for the acquisition of certain assets of Philon Labs including the intellectual property related to its “Phill Robot” and “Milky Way” products.
With this acquisition AIBotics began to shift its focus to the use of artificial intelligence in robotics to improve quality of life.
Phill Robot and Milkyway
The Phill Robot, our flagship AI-powered massage robot uses advanced AI algorithms to learn and adapt to user preferences for a bespoke massage experience. With its range of massage accessories, this compact home wellness system signifies a leap in the wellness industry.
Phill Robot is the first massage, scratch, and caress robot featuring cutting-edge AI technology, poised to redefine the massage experience by bringing unparalleled convenience to the user's bedside. This innovative creation takes the
2 US News and World Report, July 2, 2021, https://money.usnews.com/investing/stock-market-news/articles/psychedelic-stocks-to-watch
3
approach to relaxation and stress relief to the next level, delivering a personalized and spa-quality massage within the confines of one's home. Phill embodies the essence of a "massage-on-demand" experience.
Phill boasts a patented deployment system with a foldable, long-range arm. It has a 35-inch range and 15-pound massage force, and it is AI-controlled with a wide variety of massage patterns. When in a folded and stored state, it seamlessly serves as a stylish nightstand adjacent to your bed.
The Milkyway, a innovative smart refrigerator for breast milk storage, epitomizes our commitment to addressing real-world challenges. Its automated vertical rotating system and stylish design cater to modern parenting needs. Milkyway features a pioneering patent-pending vertical rotating storage system that efficiently organizes bags by date and ounces, ensuring even freezing. It is fully customizable with a sleek design adaptable to any kitchen or room, and the standard version accommodates up to 99 breast milk storage bags. For larger capacities, a customized version can store 120+ bags, making it ideal for hospitals and nursing rooms. The Milkyway app offers real-time updates on freezing temperature and milk inventory, aiding in monitoring the baby's breastfeeding habits and schedules.
Material Contracts
Completion of Acquisition of Disposition of Assets
In December 2020, we entered into definitive agreements with Ehave, Inc., an Ontario corporation (“Ehave”), AIBotics Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”), and the former and current directors of 20/20 Global that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitute approximately 75.77% of the then-issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash through a Stock Purchase Agreement (“MYC SPA”) with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust. Prior to these transactions, neither 20/20 Global nor its officers and directors had a material relationship with Ehave, MYC, or their respective officers and directors.
All of the above transactions were closed on January 19, 2021.
As a result of the MYC SPA, MYC became a wholly owned subsidiary of 20/20 Global, through which we plan to conduct our operations. MYC is a start-up enterprise that proposes to develop a business to provide psychedelic-enhanced holistic methodologies to improve mental wellbeing. In the next five years, our business model will focus on the following areas: palliative care, depression, and anxiety.
On May 18, 2022, AIBotics Therapies Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) whereby the Company was to merge with a wholly owned subsidiary of PSLY.com. Simultaneously E.iVentures, Inc. (“E.i”) was to merge with a separate wholly owned subsidiary of PSLY.com.
On February 16, 2023, the parties to the Agreement mutually agreed to terminate the Agreement and release each other. The preceding description of the termination is qualified in its entirety by reference to the Termination of Agreement and Plan of Merger dated February 16, 2023 and filed as an exhibit to the Company’s Current Report on Form 8-K filed February 22, 2023
On November 28, 2023, AIBotics Therapies Inc. (the “Company”) entered into an Asset Sale and Purchase Agreement (the “Asset Purchase Agreement”) and Intellectual Property Assignment Agreement (the “IP Assignment”) with Philon Labs, LLC (“Philon Labs”) for the acquisition of certain assets of Philon Labs including the intellectual property related to its “Phill Robot” and “Milky Way” products.
In consideration for the acquisition of the Assets, AIBotics Therapies will issue a new class of Preferred Stock (the “Preferred Stock”) with a face value of $2,000,000, convertible into shares of the Company’s Common Stock (the “Common Stock”). During the year ended December 31, 2024, the Company issued 200,000 shares of Series B Preferred Stock to the seller as satisfaction of the consideration owed to Philon Labs for the acquisition of intangible
4
assets (see footnote 4). All shares of Preferred Stock and Common Stock issued in conjunction with the transaction will be “restricted securities,” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
The Company also entered into employment agreements that have revenue-based incentives connected to sales generated by the assets acquired. The incentives could result in the employees receiving up to $7,000,000 of the Preferred Stock over a three-year period.
Government Regulation
We do not engage in the manufacturing, production or sale of Psylicibin we are not directly impacted by the US Controlled Substances Act (“CSA”). We will be supporting the research and development of therapies using Psylicibin by our partners in compliance with the CSA and FDA regulations related to clinical trials. The acceptance of the use of Psylicibin and related compounds for treatment of mental health issues.
The FDA and other regulatory authorities at federal, state and local levels, as well as in foreign countries, extensively regulate, among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, recordkeeping, approval, advertising, promotion, marketing, post-approval monitoring and post-approval reporting of drugs. We, along with our vendors, contract research organizations and contract manufacturers, will be required to navigate the various preclinical, clinical, manufacturing and commercial approval requirements of the governing regulatory agencies of the countries in which we wish to conduct studies or seek approval of our product candidates. The process of obtaining regulatory approvals of drugs and ensuring subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources.
In the United States, the FDA regulates drug products under the Federal Food, Drug, and Cosmetic Act, or FDCA, as amended, its implementing regulations and other laws. If we fail to comply with applicable FDA or other requirements at any time with respect to product development, clinical testing, approval or any other legal requirements relating to product manufacture, processing, handling, storage, quality control, safety, marketing, advertising, promotion, packaging, labeling, export, import, distribution, or sale, we may become subject to administrative or judicial sanctions or other legal consequences. These sanctions or consequences could include, among other things, the FDA’s refusal to approve pending applications, issuance of clinical holds for ongoing studies, suspension or revocation of approved applications, warning or untitled letters, product withdrawals or recalls, product seizures, relabeling or repackaging, total or partial suspensions of manufacturing or distribution, injunctions, fines, civil penalties or criminal prosecution.
Preclinical Studies and Clinical Trials for Drugs
Before testing any drug in humans, the product candidate must undergo rigorous preclinical testing. Preclinical studies include laboratory evaluations of drug chemistry, formulation and stability, as well as in vitro and animal studies to assess safety and in some cases to establish the rationale for therapeutic use. The conduct of preclinical studies is subject to federal and state regulation, including GLP requirements for safety/toxicology studies. The results of the preclinical studies, together with manufacturing information and analytical data, must be submitted to the FDA as part of an IND. An IND is a request for authorization from the FDA to administer an investigational product to humans and must become effective before clinical trials may begin. Some long-term preclinical testing may continue after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions about the conduct of the clinical trial, including concerns that human research subjects will be exposed to unreasonable health risks, and imposes a full or partial clinical hold. FDA must notify the sponsor of the grounds for the hold and any identified deficiencies must be resolved before the clinical trial can begin. Submission of an IND may result in the FDA not allowing clinical trials to commence or not allowing clinical trials to commence on the terms originally specified in the IND. A clinical hold can also be imposed once a trial has already begun, thereby halting the trial until the deficiencies articulated by FDA are corrected.
The clinical stage of development involves the administration of the product candidate to healthy volunteers or patients under the supervision of qualified investigators, who generally are physicians not employed by or under the trial sponsor’s control, in accordance with GCP requirements, which include the requirements that all research subjects provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols
5
detailing, among other things, the objectives of the clinical trial, administration procedures, subject selection and exclusion criteria and the parameters and criteria to be used in monitoring safety and evaluating effectiveness. Each protocol, and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must be reviewed and approved by an IRB for each institution at which the clinical trial will be conducted to ensure that the risks to individuals participating in the clinical trials are minimized and are reasonable compared to the anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. The FDA, the IRB, or the sponsor may suspend or discontinue a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trials to public registries. Information about clinical trials, including results for clinical trials other than Phase I investigations, must be submitted within specific timeframes for publication on www.ClinicalTrials.gov, a clinical trials database maintained by the National Institutes of Health.
A sponsor who wishes to conduct a clinical trial outside of the United States may, but need not, obtain FDA authorization to conduct the clinical trial under an IND. If a foreign clinical trial is not conducted under an IND, FDA will nevertheless accept the results of the study in support of an NDA if the study was conducted in accordance with GCP requirements, and the FDA is able to validate the data through an onsite inspection if deemed necessary.
Clinical trials to evaluate therapeutic indications to support NDAs for marketing approval are typically conducted in three sequential phases, which may overlap.
•Phase I—Phase I clinical trials involve initial introduction of the investigational product into healthy human volunteers or patients with the target disease or condition. These studies are typically designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, excretion, the side effects associated with increasing doses, and, if possible, to gain early evidence of effectiveness.
•Phase II—Phase II clinical trials typically involve administration of the investigational product to a limited patient population with a specified disease or condition to evaluate the drug’s potential efficacy, to determine the optimal dosages and administration schedule and to identify possible adverse side effects and safety risks.
•Phase III—Phase III clinical trials typically involve administration of the investigational product to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval and physician labeling.
Post-approval trials, sometimes referred to as Phase IV clinical trials or post-marketing studies, may be conducted after initial marketing approval. These trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication and are commonly intended to generate additional safety data regarding use of the product in a clinical setting. In certain instances, the FDA may mandate the performance of Phase IV clinical trials as a condition of NDA approval.
Progress reports detailing the results of the clinical trials, among other information, must be submitted at least annually to the FDA. Written IND safety reports must be submitted to the FDA and the investigators fifteen days after the trial sponsor determines the information qualifies for reporting for serious and unexpected suspected adverse events, findings from other studies or animal or in vitro testing that suggest a significant risk for human volunteers and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure. The sponsor must also notify the FDA of any unexpected fatal or life-threatening suspected adverse reaction as soon as possible but in no case later than seven calendar days after the sponsor’s initial receipt of the information.
Controlled Substances
The federal Controlled Substances Act of 1970, or CSA, and its implementing regulations establish a “closed system” of regulations for controlled substances. The CSA imposes registration, security, recordkeeping and reporting, storage,
6
manufacturing, distribution, importation and other requirements under the oversight of the DEA. The DEA is the federal agency responsible for regulating controlled substances, and requires those individuals or entities that manufacture, import, export, distribute, research, or dispense controlled substances to comply with the regulatory requirements in order to prevent the diversion of controlled substances to illicit channels of commerce.
The DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV or V — with varying qualifications for listing in each schedule. Schedule I substances by definition have a high potential for abuse, have no currently accepted medical use in treatment in the United States and lack accepted safety for use under medical supervision. Pharmaceutical products having a currently accepted medical use that are otherwise approved for marketing may be listed as Schedule II, III, IV or V substances, with Schedule II substances presenting the highest potential for abuse and physical or psychological dependence, and Schedule V substances presenting the lowest relative potential for abuse and dependence. COMP360, if approved in the United States, will require scheduling by the DEA before it can be marketed.
Facilities that manufacture, distribute, import or export any controlled substance must register annually with the DEA. The DEA registration is specific to the particular location, activity and controlled substance schedule(s).
The DEA inspects all manufacturing facilities to review security, recordkeeping, reporting and handling prior to issuing a controlled substance registration. The specific security requirements vary by the type of business activity and the schedule and quantity of controlled substances handled. The most stringent requirements apply to manufacturers of Schedule I and Schedule II substances. Required security measures commonly include background checks on employees and physical control of controlled substances through storage in approved vaults, safes and cages, and through use of alarm systems and surveillance cameras. Once registered, manufacturing facilities must maintain records documenting the manufacture, receipt and distribution of all controlled substances. Manufacturers must submit periodic reports to the DEA of the distribution of Schedule I and II controlled substances, Schedule III narcotic substances, and other designated substances. Registrants must also report any controlled substance thefts or significant losses, and must obtain authorization to destroy or dispose of controlled substances. Imports of Schedule I and II controlled substances for commercial purposes are generally restricted to substances not already available from a domestic supplier or where there is not adequate competition among domestic suppliers. In addition to an importer or exporter registration, importers and exporters must obtain a permit for every import or export of a Schedule I and II substance or Schedule III, IV and V narcotic, and submit import or export declarations for Schedule III, IV and V non-narcotics. In some cases, Schedule III non-narcotic substances may be subject to the import/export permit requirement, if necessary, to ensure that the United States complies with its obligations under international drug control treaties.
For drugs manufactured in the United States, the DEA establishes annually an aggregate quota for the amount of substances within Schedules I and II that may be manufactured or produced in the United States based on the DEA’s estimate of the quantity needed to meet legitimate medical, scientific, research and industrial needs. The quotas apply equally to the manufacturing of the active pharmaceutical ingredient and production of dosage forms. The DEA may adjust aggregate production quotas a few times per year, and individual manufacturing or procurement quotas from time to time during the year, although the DEA has substantial discretion in whether or not to make such adjustments for individual companies.
The states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. State authorities, including boards of pharmacy, regulate use of controlled substances in each state. Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on our business, operations and financial condition. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.
On November 17, 2022, U.S. Senators Cory Booker (D-N.J.) and Rand Paul (R-KY) introduced the Breakthrough Therapies Act, a bipartisan bill that, if passed, would permit the DEA to reclassify a Schedule I drug – defined by the DEA as a drug with “no currently accepted medical use and a high potential for abuse” – that receives a Breakthrough Therapy Designation from the Food and Drug Administration (FDA) to a Schedule II drug under the federal Controlled
7
Substances Act (CSA). Currently, psychedelics, such as LSD, MDMA, psilocybin, and others, are classified as Schedule I substances. The bill has been referred to the Senate Judiciary Committee.
The Phill Robot and Milkyway are not subject to FDA regulation and are not marketed as medical devices. They are however, subject to regulation that covers all consumer products.
ITEM 1A. RISK FACTORS
We are not required to provide the information called for by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
The safeguarding of our digital and physical assets against cybersecurity threats is a cornerstone of our operational integrity and reliability. Recognizing the sophisticated and ever-evolving nature of cyber threats, we have instituted a robust cybersecurity framework that not only aims to protect our systems and data but also ensures the resilience of our operations against potential cyber-attacks.
Cybersecurity Protocols and Practices
AIBotics employs a multi-layered cybersecurity strategy that encompasses various protocols and best practices, designed to defend against a wide array of cyber threats:
·Multifactor Authentication (MFA): To ensure the security of user accounts, we implement MFA across our digital platforms. This approach adds an additional layer of security by requiring two or more verification factors, significantly reducing the risk of unauthorized access.
·Limited Physical Access to Local Servers and Company's NAS: We enforce strict physical security measures to safeguard our local servers and Network Attached Storage (NAS) devices. Access to these critical assets is restricted to authorized personnel only, thereby mitigating the risk of physical tampering or data theft.
·Employee Training for Cybersecurity: Recognizing that human error can often be a cybersecurity vulnerability, we provide comprehensive cybersecurity training to our employees. This training covers essential practices such as recognizing phishing attempts, securing sensitive information, and adhering to our internal cybersecurity policies.
·Credential Management and Rotation: To prevent unauthorized access stemming from compromised credentials, we implement rigorous credential management and rotation policies. These measures include regularly updating passwords and access keys, ensuring that former employees' access rights are promptly revoked, and employing advanced credential management systems.
·Anti-Phishing Training: Our employees undergo targeted anti-phishing training to identify and respond appropriately to phishing attempts. This training is crucial in cultivating a vigilant and informed workforce capable of recognizing and thwarting phishing attacks.
·Periodical Viruses Analysis: We conduct regular scans and analyses for viruses and malware across our network. This proactive approach enables us to detect and neutralize potential threats before they can inflict harm.
·Software with Latest Security Updates: Our IT infrastructure is maintained with up-to-date software, including the latest security patches. This policy helps protect against vulnerabilities that could be exploited by cybercriminals.
8
·Avoid Sharing Confidential Files Outside the Organization: We enforce strict data handling policies to prevent the sharing of confidential files outside the organization. This includes the use of encrypted communication channels and secure data storage solutions.
·Scanning Third-Party Emails and Attachments: To mitigate the risk of email-based threats, all incoming emails and attachments from third parties are scanned for malicious content. This ensures that potentially harmful materials are identified and quarantined before they can reach the end user.
·IT Staff Authorization for Software Installations and Updates: To maintain the integrity of our IT environment, only authorized IT staff are permitted to install or update software on the company’s computers. This control prevents the introduction of unauthorized or potentially malicious software.
·Additional Measures and Good Practices
In addition to the aforementioned protocols, we are committed to continuous improvement and adaptation of our cybersecurity measures to counter new threats. This includes engaging in threat intelligence sharing with industry partners, conducting regular cybersecurity risk assessments, and implementing a comprehensive incident response plan to quickly address and mitigate the impact of any cybersecurity incidents.
Governance and Oversight
Our cybersecurity strategy is governed by a dedicated cybersecurity team, under the leadership of the Chief Information Security Officer (CISO). This team is responsible for the continuous monitoring and improvement of our cybersecurity posture. Furthermore, our Board of Directors regularly reviews our cybersecurity strategies and policies, ensuring they align with our overall business objectives and the evolving cybersecurity landscape.
ITEM 2. PROPERTIES
We do not currently own any physical properties and operate virtually. We do not currently have other leased offices.
We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable space will be available to accommodate any such expansion of our operations.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
ITEM 4. MINE SAFETY DISCLOSURES
This item is not applicable to our business.
9
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
Market Information
Our common stock is quoted on the Pink tier of the OTC Markets Group under the trading symbol “TPIA.” These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. Since our inception, the sporadic trading activity in our common stock and the price fluctuations have been volatile, and we cannot assure that any market for our common stock will be maintained.
We have approximately 96 stockholders of record of our common stock. As of March 31, 2025, we had 42,690,903 shares of common stock outstanding.
Holders of shares of common stock are entitled to receive dividends for our common stock when, as, and if declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the board of directors and will depend upon a number of factors, including future revenues, capital requirements, overall financial condition, and such other factors as our board of directors deems relevant.
Our shares of common stock are subject to the “penny stock” and other rules of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share that is not traded on a national securities exchange or that has an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers that sell these securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).
Transactions covered by these rules are subject to additional sales practice requirements, including the broker-dealer must make a special suitability determination for the purchase of these securities and have received the purchaser’s written consent to the transaction before the purchase. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of stockholders to sell their shares.
Equity Compensation Plan
We do not have any securities authorized under equity compensation plans.
Recent Sales of Unregistered Securities
On May 5, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses.
On September 23, 2024, the Company issued 378,582 shares of common stock to settle $26,250 of accrued expenses.
On November 6, 2024, the Company issued 509,284 shares of common stock to settle $5,730 of accrued expenses.
On December 3, 2024, the Company issued 30,000,000 shares of common stock to settle $300,000 of accrued expenses.
On December 8, 2024, the Company issued 4,000,000 shares of common stock to settle $65,845 of accrued expenses.
10
ITEM 6. SELECTED FINANCIAL DATA
We are not required to provide the information called for by this item
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes to those statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this report that could cause actual results to differ materially from those anticipated in these forward-looking statements.
Results of Operations and Financial Condition for the Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023
Sales and Cost of Sales
We did not have any revenue or cost of revenue from operations for the years ended December 31, 2024 and 2023.
Expenses from Operations
Expenses from operations for the years ended December 31, 2024 and 2023, consisted solely of general and administrative expenses. General and administrative expenses consisted primarily of consulting fees, board compensation, and legal and professional services. For the year ended December 31, 2024 compared to the year ended December 31, 2023 our general and administrative expense increased by $1,018,093 or 165%, from $616,724 to $1,634,817. The increase in general and administrative expenses was the result of increased amortization expenses of $607,664, increase in board compensation of $101,250, increase in product development expense of $178,665 and increase in consulting fees of $47,000.
Other Expense
Other expense for the years ended December 31, 2024 and 2023 was composed of interest expense..
For the year ended December 31, 2024 compared to the year ended December 31, 2023 our interest expense decreased $351,165, or 62%, from $564,623 to $213,458. The decrease primarily resulted from $500,000 less in debt discount amortization from the Company’s convertible notes partially offset by $232,000 of additional interest expense accrued during the third quarter of 2024 due to the default interest on the Company’s convertible note payables in default.
Net Loss
For the years ended December 31, 2024 and 2023 we had a net loss of $1,848,275 and $1,181,347, respectively.
Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of December 31, 2024, we had $185,097 in cash and cash equivalents compared to $279,134 at December 31, 2023, a decrease of $94,037 resulting primarily from cash used in operating expenses. As of December 31, 2024, we had undiscounted obligations in the amount of approximately $1.1 million relating to the payment of indebtedness due within one year.
As of December 31, 2024, we had a working capital deficiency of $4,666,666 down from a working capital deficiency of $3,394,768 as of December 31, 2023. At December 31, 2024 our current assets were $185,097 and consisted solely of cash. As of December 31, 2024 our current liabilities were $4,851,763 and consisted predominantly of accrued interest, convertible notes payable, and shares to be issued. We had an accumulated deficit of $10,809,256 as of December 31, 2024, an increase from an accumulated deficit of $8,960,981 as of December 31, 2023.
11
Our monthly operating costs averaged approximately $22,000 per month for the year ended December 31, 2024, excluding capital expenditures. We did not have capital expenditures during the year ended December 31, 2024. However, we did acquire new intangible assets in exchange for the issuance of preferred shares. We plan to fund our operations with our cash on hand and additional financing.
Cash Flows
|
| Years Ended December 31,
|
|
|
| 2024
|
|
| 2023
|
|
Net cash used in operating activities
|
| $
| (259,037
| )
|
| $
| (106,765
| )
|
Net cash provided by investing activities
|
|
| -
|
|
|
| -
|
|
Net cash provided in financing activities
|
|
| 165,000
|
|
|
| -
|
|
Net decrease in cash
|
| $
| (94,037
| )
|
| $
| (106,765
| )
|
Operating activities used net cash of $259,037 for the year ended December 31, 2024, as compared to using net cash of $106,765 for the year ended December 31, 2023. For the year ended December 31, 2024, cash used in operating activities was primarily driven by our net loss of $1,848,275; offset primarily by the amortization of debt discounts, the increase in related party accrued expenses, and the increase in accounts payable and accrued expenses.
For the year ended December 31, 2023, cash used in operating activities was primarily driven by our net loss of $1,181,347; offset primarily by stock-based compensation, the amortization of debt discounts, and the increase in accounts payable and accrued expenses.
Financing activities produced cash flows of $165,000 and $0 for the year ended December 31, 2024, and 2023, respectively. We did not pay any cash for interest or for income taxes during the year ended December 31, 2024 and 2023.
Our consolidated financial statements have been prepared assuming we will continue as a going concern. Our ability to continue our operations as a going concern is dependent on management’s plans, which includes successfully integrating AIBotics, Inc. which was acquired subsequent to December 31, 2024. The accompanying consolidated financial statements 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. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Off-Balance Sheet Arrangements
As of December 31, 2024, we had no significant off-balance sheet arrangements.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to our December 31, 2024, financial statements. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. We cannot assure that actual results will not differ from those estimates.
12
Intangible assets, net
The Company’s intangible assets include finite lived assets. Finite lived intangible assets, consisting of intellectual property are amortized on a straight-line basis over the estimated useful lives of the assets.
Finite lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Actual future cash flows may differ from the estimates used in the impairment testing.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates and assumptions are reviewed on an on-going basis and updated as appropriate. Actual results could differ from those estimates. The Company’s estimates include the useful lives of property plant and equipment.
The depreciation of equipment and is dependent upon estimates of useful lives and residual values, both of which are determined through the exercise of judgement. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic/market conditions and the useful lives of assets.
Stock Based Compensation
We follow ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
Recently Issued Accounting Pronouncements
Refer to Note 3 of Notes to Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are not required to provide the information called for by this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements, including the Report of Independent Registered Public Accounting Firm on our consolidated financial statements, are included beginning on page F-1 of this report, which are incorporated herein by reference.
13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On March 21, 2024, AIBotics, Inc. was notified by its independent registered public accounting firm, Pinnacle Accountancy Group of Utah (“Pinnacle”) that they were resigning. During the fiscal year ended December 31, 2022, and the quarterly periods through September 30, 2023, there were no (i) disagreements between the Company and Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, any of which, if not resolved to Pinnacle’s satisfaction, would have caused Pinnacle to make reference thereto in its audit report on the financial statements of the Company for such period, or (ii) reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. There were no disputes or disagreements between the Company and Pinnacle during the time it was the Company’s independent registered public accounting firm through the date of resignation.
The Company’s Board of Directors appointed Fruci & Associates II, PLLC (“Fruci”) as its new independent registered public accounting firm, effective as of March 21, 2024. During the two most recent fiscal years and through the date of the Company’s engagement of Fruci, the Company did not consult with Fruci regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two most recent fiscal years.
Prior to engaging Fruci, Fruci did not provide the Company with either written or oral advice that was an important factor considered by the Company in reaching a decision to engage Heaton as its independent accounting firm.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the U.S. Securities and Exchange Commission under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in our internal control over financial reporting during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our management, including our Certifying Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
14
We have conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO Framework). This assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on that evaluation, as a result of the material weaknesses described below, management has concluded that our internal control over financial reporting was not effective as of December 31, 2024.
A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified material weaknesses in our internal control over financial reporting. Specifically, (1) we lack a sufficient number of employees to properly segregate duties and provide adequate monitoring during the process leading to and including the preparation of the consolidated financial statements, and (2) we do not maintain effective controls to ensure that equity instruments were properly recorded and classified in accordance with U.S. GAAP.
Based on our assessment under the criteria described above, we have concluded that our internal control over financial reporting was not effective as of December 31, 2024.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the U.S. Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
None.
15
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following sets forth the name, age, tenure, and principal business experience of each of our executive officers and directors:
Name
|
| Age
|
| Title
|
| Tenure
|
|
|
|
|
|
|
|
Ben Kaplan (1)
|
| 53
|
| President, Chief Executive and Financial Officer, Director
|
| Since 2021
|
|
|
|
|
|
|
|
Mark Croskery (1)
|
| 41
|
| Director
|
| Since 2021
|
(1)Ben Kaplan was appointed as director and CEO and Mark Croskery was appointed as a director on January 20, 2021. Mark Williams and Colin Gibson resigned their respective positions on the same date.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and persons that own more than 10% of a registered class of our equity securities to file with the U.S. Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors, and greater than 10% stockholders are required to furnish us with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3, 4, and 5 and amendments thereto filed with the U.S. Securities and Exchange Commission since our registration statement on Form 10 became effective, no person that, at any time during the most recent fiscal year, was a director, officer, beneficial owner of more than 10% of any class of our equity securities, or any other person known to be subject to Section 16 of the Exchange Act failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act.
Code of Ethics
We have adopted a Code of Ethics that applies to all of our employees, including our principal executive officer, principal financial officer, and principal accounting officer, a copy of which is included as an exhibit to this report.
Committees of the Board
We currently do not have nominating, compensation, or audit committees or committees performing similar functions and we do not have a written nominating, compensation, or audit committee charter. Our board of directors believes that it is not necessary to have these committees, at this time, because the directors can adequately perform the functions of such committees.
16
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for each of our last two completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer and each of our three most highly compensated other executive officers or persons who were serving in such capacities during the preceding fiscal year (“Named Executive Officers”):
Executive Employment Agreements
AIBotics Consulting Agreement with the CEO
On November 17, 2021, AIBotics entered into an Executive Consulting Agreement (the “AIBotics Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2024 and 2023, the Company had cash compensation outstanding as accrued expense - related party due to the AIBotics Consulting Agreement of $864,000 and $576,000, respectively. During the years ended December 31, 2024 and 2023, the Company recognized $0 and $635, respectively, of stock-based compensation from Warrants issued in connection with the AIBotics Consulting Agreement. The Company records stock-based compensation on the consolidated income statement as general and administrative expense.
Significant terms of the AIBotics Consulting Agreement are as follows:
Annual Base Consulting Fee
Every calendar month the Company will pay the CEO a consulting fee of $24,000, with an annual total fee of $288,000.
Bonus Compensation Milestones
BK was granted a Warrant to purchase that number of shares of AIBotics common stock equal to 5% of the issued and outstanding AIBotics common shares, on a fully diluted basis. The Warrant had an exercise price of $0.01 per share and expired on November 16, 2023.
During the year ended December 31, 2023, the Company issued 1,922, respectively, vested AIBotics warrant shares in accordance with the Warrant valued at $635, (see Note 7 – Stockholders’ Equity).
The Company will pay the CEO a bonus in AIBotics restricted stock or restricted stock units based on the following EBITDA milestones. As of December 31, 2023, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.
17
Bonus
|
|
| EBITDA Milestones
|
$
| 100,000
|
|
| 1st $1,000,000
|
$
| 100,000
|
|
| 2nd $1,000,000
|
$
| 100,000
|
|
| 3rd $1,000,000
|
$
| 100,000
|
|
| 4th $1,000,000
|
$
| 100,000
|
|
| 5th $1,000,000
|
The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following AIBotics market capitalization by maintaining the below market cap for AIBotics for a period of 22 consecutive trading days:
Bonus (Shares)
|
|
| Market Capitalization Milestone
|
|
250,000
|
|
| $
| 30,000,000
|
|
250,000
|
|
| $
| 40,000,000
|
|
250,000
|
|
| $
| 60,000,000
|
|
250,000
|
|
| $
| 80,000,000
|
|
250,000
|
|
| $
| 100,000,000
|
|
Stock Grants – Significant Transactions
Upon the Company closing a Significant Transaction, the CEO shall be granted shares of AIBotics common stock or a new series of AIBotics preferred shares that is convertible into AIBotics common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for AIBotics. During the years ending December 31, 2024 and 2023, the Company did not grant any shares in relation to a Significant Transaction.
Outstanding Equity Awards at Fiscal Year End
Other than pursuant to the Kaplan Agreement, we do not have any outstanding equity awards, pension plans, or other pension benefits, and there are no potential change-of-control payouts to any person.
Other than pursuant to the Kaplan Agreement, we do not provide any long-term incentives, any stock options or awards, or any kind of additional equity awards.
Director Compensation
Two members of our board of directors received compensation during the current fiscal year. The two board members received a total compensation of $100,000 and $60,000 per annum, paid in equal quarterly installments respectively. The payment can be made in either cash or shares of the Company’s common stock. In 2024 and 2023, the company incurred expenses of $160,000 and $160,000, respectively.
18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information, as of December 31, 2024, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers (defined as any person who was principal executive officer during the preceding fiscal year and each other highest compensated executive officers earning more than $100,000 during the last fiscal year) and directors; and (iii) our directors and Named Executive Officers as a group, based on 45,784,657 shares of common stock outstanding:
Name of Person or Group(1)
| Nature of Ownership
| Amount
|
| Percent
|
|
|
|
|
|
Principal Stockholders:
|
|
|
|
|
Ehave Inc.2
| Common stock
| 9,793,754
|
| 21.4%
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
Ben Kaplan2
| Common Stock
| 20,250,000
|
| 44.0%
|
Mark Croskery
| Common Stock
| 10,016,912
|
| 21.9%
|
All Executive Officers and
Directors as a Group (1 persons):
| Common Stock
| 30,266,912
|
| 65.9%
|
|
|
|
|
|
Mark D. Williams
| Common stock
| 999,997
|
| 2.2%
|
|
|
|
|
|
_______________
(1)Address for all stockholders is 100 NE 2nd St.., Suite 2000, Miami, FL 33131
(2)Ben Kaplan is the CEO of Ehave Inc., but disclaims any beneficial ownership of the shares held by Ehave
The persons named in the above table have sole voting and dispositive power respecting all shares beneficially owned, subject to community property laws where applicable. Beneficial ownership is determined according to the rules of the U.S. Securities and Exchange Commission, and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power over that security. Each director, officer, or 5% or more stockholder, as the case may be, has furnished the information respecting beneficial ownership.
19
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information is set forth below for any transaction during the two years ended December 31, 2024 to which we were a party and in which any of our officers and directors or any holder of more than 10% of any class of our stock had or is deemed to have a material interest.
Related-Party Transactions
On January 30, 2024, the Company signed an agreement with a major shareholder for a $165,000 note payable. The note accrues interest at a rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 6 – Promissory and Convertible Notes). The note had interest expense of $2,658 for the year ended December 31, 2024. As of December 31, 2024, the Company had recorded accrued interest of $2,658 related to the note within accrued interest on the Consolidated Balance Sheet.
AIBotics Consulting Agreement with the CEO
On November 17, 2021, AIBotics entered into an Executive Consulting Agreement (the “AIBotics Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2024 and 2023, the Company had cash compensation outstanding as accrued expense - related party due to the AIBotics Consulting Agreement of $864,000 and $576,000, respectively. During the years ended December 31, 2024 and 2023, the Company recognized $0 and $635, respectively, of stock-based compensation from Warrants issued in connection with the AIBotics Consulting Agreement. The Company records stock-based compensation on the consolidated income statement as general and administrative expense.
Director Independence
Under the definition of independent directors found in Nasdaq Rule 5605(a)(2), which is the definition we have chosen to apply, Mark Croskery is independent.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The firm of Pinnacle Accountancy Group of Utah (a dba of Heaton & Co., PLLC) served as our independent registered public accounting firm from the year ended December 31, 2016 through March 21, 2024. On March 21, 2024, the Board of Directors appointed Fruci & Associates II, PLLC (“Fruci”) as its new independent registered public accounting firm
Audit Fees
For our fiscal year ended December 31, 2024, we were billed $29,193 for professional services rendered for the audit of our consolidated financial statements. For our fiscal year ended December 31, 2023, we were billed $17,000 for professional services rendered for the audit of our consolidated financial statements.
Audit related fees
For our fiscal years ended December 31, 2024 and 2023, we were billed $0 and $0, respectively, for professional services rendered for audit related fees.
Tax Fees
For our fiscal years ended December 31, 2024 and 2023, we were billed $0 and $0, respectively, for professional services rendered for tax compliance, tax advice, and tax planning.
20
All Other Fees
We did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2024 and 2023.
Audit and Non-Audit Service Preapproval Policy
In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, our board of directors has adopted an informal approval policy that it believes will result in an effective and efficient procedure to preapprove services performed by the independent registered public accounting firm.
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
Audit Services
Audit services include the annual financial statement audit (including quarterly reviews) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements. The board of directors preapproves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically preapproved by the board of directors. The board of directors monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope or other items.
Audit-Related Services
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements, which historically have been provided to us by the independent registered public accounting firm and are consistent with the Securities and Exchange Commission’s rules on auditor independence. The board of directors preapproves specified audit-related services within preapproved fee levels. All other audit-related services must be preapproved by the board of directors.
Tax Services
The board of directors preapproves specified tax services that it believes would not impair the independence of the independent registered public accounting firm and that are consistent with Securities and Exchange Commission’s rules and guidance. The board of directors must specifically approve all other tax services.
All Other Services
Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not fall within any of the specified prohibited categories of services.
Procedures
All proposals for services to be provided by the independent registered public accounting firm, which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the board of directors and the chief financial officer. The chief financial officer authorizes services that have been preapproved by the board of directors. The chief financial officer submits requests or applications to provide services that have not been preapproved by board of directors, which must include an affirmation by the chief financial officer and the independent registered public accounting firm that the request or application is consistent with the Securities and Exchange Commission’s rules on auditor independence, to board of directors for approval.
21
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)The following financial statements are filed as part of this report:
22
INDEX TO FINANCIAL STATEMENTS
23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of AiBotics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of AiBotics, Inc. (“the Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, statements of mezzanine equity and stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has generated no revenues, experienced negative operating cash flows, and has incurred operating losses since inception. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-1
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
Fruci & Associates II, PLLC – PCAOB ID #05525
We have served as the Company’s auditor since 2024.
Spokane, Washington
|
April 11, 2025
|
|
F-2