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+Table of Contents 
+U.S. SECURITIES AND EXCHANGE COMMISSION 
+Washington, D.C. 20549 
+Form 10-K 
+Mark One 
+☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR
+15(d) OF THE SECURITIES EXCHANGE 
+ACT OF 1934 
+For the fiscal year ended April 30 , 2025 
+☐ TRANSITION REPORT
+PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
+For the transition period from ______ to _______ 
+Commission File No. 000-56732 
+NATICS CORP. 
+(Exact name of registrant as specified in its charter) 
+Wyoming 
+(State or Other Jurisdiction of 
+Incorporation or Organization) 
+7200 
+(Primary Standard Industrial 
+Classification Number) 
+EIN 98-1660105 
+(IRS Employer 
+Identification Number) 
+App 6, Yehuda Gorodiski 1 
+Rehovot , Israel 7623101 
+Telephone: +1 307 2220096 
+Email: natics.corp@zohomail.eu 
+natics.corp@yahoo.com 
+(Address, including zip code, and telephone number, 
+including area code, of registrant’s principal
+executive offices ) 
+Registered Agents Inc. 
+30 N Gould St Ste R 
+Sheridan, WY 82801 
+(307) 200-2803 
+(Name, address, including zip code, and telephone
+number, 
+including area code, of agent for service) 
+Securities registered pursuant to Section 12(b) of the Act: None 
+Securities registered pursuant to section 12(g) of the Act:
+ordinary shares, par value $0.0001 per share 
+Indicate by check mark if the registrant is a
+well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 
+Indicate by check mark if the registrant is not
+required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 
+Indicate by checkmark whether the issuer: (1)
+has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
+that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 
+☒ No ☐ 
+Indicate by check mark whether the registrant
+has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
+of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes 
+☒ No ☐ 
+Indicate by check mark whether
+the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
+growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting
+company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
+Large accelerated filer 
+☐ 
+Accelerated filer 
+☐ 
+Non-accelerated filer 
+☒ 
+Smaller reporting company 
+☒ 
+Emerging growth company 
+☒ 
+If an emerging growth company, indicate by check
+mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
+standards provided pursuant to Section 13(a) of the Exchange Act. ☒ 
+Indicate by check mark whether the registrant
+has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
+reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
+issued its audit report. Yes ☐ No ☐ 
+If securities are registered pursuant to Section
+12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
+of an error to previously issued financial statements. ☐ 
+Indicate by check mark whether any of those error
+corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
+executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 
+Indicate by checkmark whether the registrant is
+a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 
+Indicate by checkmark whether the issuer has filed
+all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution
+of securities under a plan confirmed by a court. 
+Yes ☐ No ☒ 
+The aggregate market value of the voting and non-voting
+common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
+asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter
+was $ 0 . 
+Class 
+Outstanding as of April 30, 2025 
+Common Stock: $0.0001 
+5,495,300 
+TABLE OF CONTENTS 
+PART I 
+ITEM 1 
+Description of Business 
+1 
+ITEM 1A 
+Risk Factors 
+1 
+ITEM 1B 
+Unresolved Staff comments 
+1 
+ITEM 1C 
+Cybersecurity 
+1 
+ITEM 2 
+Properties 
+2 
+ITEM 3 
+Legal Proceedings 
+2 
+ITEM 4 
+Mine Safety Disclosures 
+2 
+PART II 
+ITEM 5 
+Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 
+3 
+ITEM 6 
+[Reserved] 
+3 
+ITEM 7 
+Management’s Discussion and Analysis of Financial Condition and Results of Operations 
+3 
+ITEM 7A 
+Quantitative and Qualitative Disclosures about Market Risk 
+5 
+ITEM 8 
+Financial Statements and Supplementary Data 
+5 
+ITEM 9 
+Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 
+5 
+ITEM 9A 
+Controls and Procedures 
+7 
+ITEM 9B 
+Other Information 
+7 
+ITEM 9C 
+Disclosure Regarding foreign Jurisdictions that Prevent Inspections 
+PART III 
+ITEM 10 
+Directors, Executive Officers, Promoters and Control Persons of the Company 
+8 
+ITEM 11 
+Executive Compensation 
+9 
+ITEM 12 
+Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
+10 
+ITEM 13 
+Certain Relationships and Related Transactions 
+11 
+ITEM 14 
+Principal Accountant Fees and Services 
+12 
+PART IV 
+ITEM 15 
+Exhibits 
+13 
+ITEM 16 
+Form 10-K Summary 
+13 
+i 
+FORWARD-LOOKING STATEMENTS 
+This annual report contains forward-looking statements.
+These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms
+such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,”
+“approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject
+to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements,
+which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in
+the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could
+cause actual results and events to differ materially from historical results of operations and events and those presently anticipated
+or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after
+the date of such statement or to reflect the occurrence of anticipated or unanticipated events. 
+ii 
+PART I 
+Item 1. Description of Business 
+GENERAL INFORMATION ABOUT OUR COMPANY 
+Natics Corp. is a development stage company formed
+to commence operations concerned with online workouts. We were incorporated under the laws of the state of Wyoming on February 21, 2022.
+We are providing the useful healthy and effective type of online sport service, for adolescents and adults, for men and women available
+from anywhere using the phone and internet connection. Our online service provides a high quality sport trainings, through our mobile
+application “Sport Natics” for Android and iOS mobile OS. Our sport app offers a free trial and a paid one (depending on the
+content). 
+The paid version of the app will include: 
+– online video lesson with a trainer (where
+the trainer shows how to properly perform the exercises) - 1 hour 
+– online video lesson with a trainer (where
+the trainer checks the correctness of the exercises through video communication) - 1 hour 
+– personalized monthly program (depending
+on the client’s requirement) 
+– personal Nutrition diet plan (depending
+on the client’s requirement) 
+The links for the “Sport Natics” application: 
+In Google Play - https://play.google.com/store/apps/details?id=com.sport.natics 
+In App Store - https://apps.apple.com/ua/app/sport-natics/id1619622287 
+Our website address is https://sport-natics.com/ 
+Our principal offices are located at App 6, Yehuda
+Gorodiski 1, Rehovot, Israel 7623101. Our telephone number is +13072220096. 
+Item 1A. Risk Factors. 
+Not required for Smaller reporting companies. 
+Item 1B. Unresolved Staff Comments. 
+Not required for Smaller reporting companies. 
+Item 1C. Cybersecurity . 
+We use, store, and process limited data related
+to our operations. As of the date of this filing, we have not yet implemented a formal cybersecurity risk management program designed
+to identify, assess, and mitigate risks from cybersecurity threats. We intend to implement a cybersecurity risk management program as
+our business operations and technology infrastructure evolve. 
+1 
+Cyber Risk Management and Strategy 
+We plan to implement and maintain a cybersecurity
+risk management program under the oversight of our Board of Directors. Once implemented, this program will include systematic processes
+for identifying, assessing, and mitigating cybersecurity risks and will be integrated into our overall risk management processes. We
+intend to adopt a risk-based approach to managing cyber threats, supported by commonly used cybersecurity technologies, such as cloud-based
+monitoring and threat detection tools. 
+We expect to utilize third parties and consultants
+to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing. 
+As part of this effort, we also intend to implement
+controls to assess and manage risks associated with third-party service providers who may have access to our systems or data. This may
+include review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring. 
+We expect to regularly evaluate and enhance our
+cybersecurity policies and procedures in response to emerging threats or developments affecting our industry. 
+In 2025, we did not identify any cybersecurity
+threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial
+condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have
+not experienced undetected cybersecurity incidents. 
+Item 2. Properties. 
+Currently we don’t own any properties. Our
+business office is located at App 6, Yehuda Gorodiski 1, Rehovot, Israel 7623101. This address was provided by sole officer and president,
+Guy Pirotsky. Our telephone number is +13072220096. 
+Item 3. Legal Proceedings. 
+We are not currently a party to any legal proceedings,
+and we are not aware of any pending or potential legal actions. 
+Item 4. Mine Safety Disclosures. 
+Not Applicable. 
+2 
+PART II 
+Item 5. Market for Registrant’s Common
+Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. 
+The company stock is not trading at the moment. 
+Registered Holders of our Common Stock 
+As of April 30, 2025, there were approximately
+37 record owners of our common stock including director. 
+Dividends 
+The Company has never declared or paid cash dividends
+on its common stock and does not anticipate paying cash dividends in the foreseeable future. 
+Recent Sales of Unregistered Securities 
+During our fiscal years ended April 30, 2025 and
+2024, we had no sales of unregistered shares. 
+Issuer Purchases of Equity Securities 
+During the fiscal year ended April 30, 2025, and
+2024 the Company did not repurchase any shares of its Common Stock. 
+Item 6. [Reserved] 
+Item 7. Management’s Discussion and Analysis
+of Financial Condition and Results of Operations 
+We are a development stage corporation with limited
+operations and revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe
+there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will
+generate significant revenues until we have raised the funds necessary to conduct a marketing program. 
+PLAN OF OPERATION 
+FISCAL YEAR ENDED APRIL 30, 2025 COMPARED TO FISCAL
+YEAR ENDED APRIL 30, 2024. 
+Our net loss for the fiscal year ended April 30,
+2025 was $41,049 compared to a net loss of $12,160 during the fiscal year ended April 30, 2024. In April 30, 2025 we generated total revenue
+of $16,200 and in April 30, 2024 the Company generated total revenue of $21,920. 
+Expenses incurred were $57,249 during fiscal year
+ended April 30, 2025 compared to $34,080 during fiscal year ended April 30, 2024. 
+The number of shares outstanding was 5,495,300
+for the fiscal years ended April 30, 2025 and April 30, 2024. 
+3 
+LIQUIDITY AND CAPITAL RESOURCES 
+FISCAL YEAR ENDED April 30, 2025 and 2024. 
+As of April 30, 2025, our total assets were $23,823
+consisting of Mobile Application and Website Development and Issuances of Common Shares. 
+As of April 30, 2024, our total assets were $49,518. 
+Cash Flows from Operating Activities 
+We have not generated positive cash flows from
+operating activities. For the fiscal year ended April 30, 2025, net cash flows used in operating activities was $36,749. For the fiscal
+year ended April 30, 2024, net cash flows used in operating activities was $7,860. 
+Cash Flows from Investing Activities 
+We have generated positive cash flows from investing
+activities. For the fiscal year ended April 30, 2025, net cash flows used in investing activities was $8,604. 
+Cash Flows from Financing Activities 
+We have financed our operations primarily from
+either advances from our sole executive or the issuance of equity. For the fiscal year ended April 30, 2025, net cash provided by financing
+activities was $11,055. For the fiscal year ended April 30, 2024, net cash from financing activities was $2,362. 
+OFF-BALANCE SHEET ARRANGEMENTS 
+We have no off-balance sheet arrangements that
+have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
+or expenses, results of operations, liquidity, capital expenditures or capital resources. 
+GOING CONCERN 
+There is no historical financial information about
+us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. We cannot
+guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business
+enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. 
+We have no assurance that future financing will
+be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or
+expand our operations. Equity financing could result in additional dilution to existing shareholders. 
+The extent of the impact of the coronavirus (“COVID-19”)
+outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak
+and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot
+be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially
+adversely affected. 
+4 
+Critical Accounting Policies 
+The discussion and analysis of our financial condition
+and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles
+generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions
+that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s
+application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with
+the following aspects of our financial statements is critical to an understanding of our financial statements. 
+Use of Estimates 
+The preparation of financial statements in conformity
+with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
+affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
+statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual
+results could differ from these good faith estimates and judgments. 
+Item 7A. Quantitative and Qualitative Disclosures about Market Risk
+Not applicable to smaller reporting companies. 
+Item 8. Financial Statements and Supplementary Data 
+The Company’s Financial Statements required
+by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages F-1 through F-11
+of this report and are incorporated by reference in this Item 8. 
+Item 9. Changes in and Disagreements with Accounting
+and Financial Disclosures. 
+None. 
+Item 9A. Controls and Procedures. 
+Disclosure Controls and Procedures 
+Disclosure controls and procedures are designed
+to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized
+and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated
+to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily
+applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable
+assurance regarding management’s control objectives. 
+Our management, with the participation of our
+CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered
+by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of
+the identification of a material weakness in our internal control over financial reporting which is described below. 
+5 
+Management’s Report on Internal Control
+Over Financial Reporting 
+Our management is responsible for establishing
+and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control
+over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the
+reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP. 
+Our internal control over financial reporting
+includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
+reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary
+to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance
+with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of
+unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. 
+Because of its inherent limitations, internal
+control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have
+inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective
+internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also,
+projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
+changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
+Our management assessed the effectiveness of our
+internal control over financial reporting as of April 30, 2025. In making this assessment, it used the criteria set forth by the Committee
+of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on
+this evaluation, management concluded that that our internal control over financial reporting was not effective as of April 30, 2025.
+Our CEO concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack
+of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination
+of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
+of our annual or interim financial statements will not be prevented or detected on a timely basis. 
+Our size has prevented us from being able to employ
+sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control.
+Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial
+reporting duties. Management reported the following material weaknesses: 
+· 
+Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements; 
+· 
+Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures. 
+· 
+Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and 
+While we strive to segregate duties as much as
+practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that
+this is typical in many development stage companies. We may not be able to fully remediate the material weakness until we commence operations
+at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing. 
+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 the SEC rules that permit us to provide only management’s
+report in this Annual Report. 
+6 
+Changes in Internal Control Over Financial
+Reporting 
+There were no changes in our internal control
+over financial reporting that occurred during the quarter ended April 30, 2025, that has materially affected, or is reasonably likely
+to materially affect, our internal control over financial reporting. 
+Item 9B. Other Information. 
+During the year ended April 30, 2025, no director
+or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
+as each term is defined in Item 408(a) of Regulation S-K. 
+Item 9C. Disclosures Regarding Foreign Jurisdictions
+that Prevent Inspections. 
+Not Applicable. 
+7 
+PART III 
+Item 10. Directors, Executive Officers, and
+Corporate Governance. 
+Directors of the corporation are elected by the
+stockholders to a term of 1 (one) year and serve until a successor is elected and qualified. Officers of the corporation are appointed
+by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed
+from office. The Board of Directors has no nominating, auditing or compensation committees. 
+Our executive officer and director, his name,
+age, and his positions as of the date of this prospectus are as follows: 
+Name and Address of Executive 
+Officer and/or Director 
+Age 
+Position 
+Guy Pirotsky 
+App 6, Yehuda Gorodiski 1, Rehovot, Israel 7623101 
+53 
+President, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and Sole Director 
+Resume 
+Guy Pirotsky, Age 53 
+Guy Pirotsky has acted as our President, Secretary,
+Treasurer and sole Director since our incorporation on February 21, 2022. 
+From September 2013, Mr. Pirotsky has been working
+as a self-employed Inventor and Project manager. 
+From 2001 to 2011, he worked at Israel Strategy
+Runner as a Director, Product manager and GUI developer, Manager, SAS, SVM, Admin. 
+From 2007 to present Mr. Pirotsky has been a successful
+investor in start-ups and public companies. 
+He got the Bachelor degree of Computer Science
+and Statistics with honors in Bar-IIan University, Israel. 
+Committees of the Board 
+Our Company currently does not have nominating,
+compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation
+or audit committee charter. Our director believes that it is not necessary to have such committees, at this time, because the functions
+of such committees can be adequately performed by the sole director. 
+Our Company does not have any defined policy or
+procedural requirements for shareholders to submit recommendations or nominations for Directors. The sole director believes that, given
+the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
+to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the sole
+director and we do not have any specific process or procedure for evaluating such nominees. The sole director, will assess all candidates,
+whether submitted by management or shareholders, and make recommendations for election or appointment. 
+A shareholder who wishes to communicate with our
+sole director may do so by directing a written request addressed to our president and director, at the address appearing on the first
+page of this Prospectus. 
+8 
+Corporate Governance 
+The Company promotes accountability for adherence
+to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents
+that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by
+the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted
+a written code of business conduct and ethics that governs the Company’s employees, officers and directors as the Company is not
+required to do so. 
+In lieu of an Audit Committee, the Company’s
+sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope,
+results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s
+independent public accountants. The sole director reviews the Company’s internal accounting controls, practices and policies. 
+Insider Trading Policy 
+We have not yet adopted insider trading
+policies and procedures, inasmuch as there is currently no trading in our common stock. At such time as trading in our common stock
+commences, we intend to adopt insider trading policies governing the purchase, sale and other dispositions of the our
+company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider
+trading laws, rules and regulations. 
+Section 16(a) Beneficial Ownership Reporting Compliance 
+In the event that we register under the Securities
+Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors
+and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission
+initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent
+stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. 
+We intend to ensure to the best of our ability
+that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied
+with in a timely fashion. 
+Code of Business Conduct 
+We have not adopted a Code of Business Conduct
+within the meaning of Item 406(b) of Regulation S-K. 
+Board Committees 
+We do not have any Board Committees. 
+Item 11. Executive Compensation. 
+The table below summarizes the total compensation
+earned by each of our named executive Officers (“NEOs”) for each of the fiscal years listed. 
+9 
+SUMMARY COMPENSATION TABLE 
+Management Compensation 
+The following tables set forth certain information
+about compensation paid, earned or accrued for services by our sole officer and director from April 30, 2024 until April 30, 2025: 
+Name and 
+Principal 
+Position 
+Years 
+Salary 
+($) 
+Bonus 
+($) 
+Stock 
+Awards 
+($) 
+Option 
+Awards 
+($) 
+Non-Equity 
+Incentive Plan 
+Compensation 
+($) 
+Nonqualified 
+Deferred 
+Compensation 
+($) 
+All Other 
+Compensation 
+($) 
+Total 
+($) 
+Guy Pirotsky, President, 
+2024 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+Treasurer, Secretary 
+2025 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+-0- 
+Securities Authorized for Issuance Under Equity Compensation
+Plans 
+The Company does no t have any policies or practices on the timing
+of awards of options in relation to the disclosure of material nonpublic information by the Company. The Company did not issue any options
+in 2025. 
+Compensation of Directors 
+Directors are permitted to receive fixed fees
+and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.
+No amounts have been paid to, or accrued to, our director in such capacity. 
+Stock Plan 
+We have not adopted a stock plan but may do so
+in the future. 
+Director Independence 
+Our securities are not currently traded on any
+public exchange and as such, we are not currently subject to corporate governance standards of listed companies, which require, among
+other things, that the majority of the board of directors be independent. We are not currently subject to corporate governance standards
+defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the
+NASDAQ Global Market’s requirements for independent directors. 
+Under the NASDAQ rules, our current director does
+not qualify as an independent director. 
+Item 12. Security Ownership of Certain Beneficial
+Owners and Management and Related Stockholder Matter. 
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
+Directors and Executive Officers 
+The following table sets forth the beneficial
+ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of April 30, 2025, of (i) each director,
+(ii) the current NEOs named in the “Summary Compensation Table” contained in this Form 10-K and (iii) all current directors
+and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below,
+based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community
+property laws where applicable. Persons, who have the power to vote or dispose of common stock of the Company, either alone or jointly
+with others, are deemed to be beneficial owners of such common stock. 
+Guy Pirotsky, President, CEO, CFO and Chairman of the Board. 
+3,000,000 shares 
+10 
+Certain Stockholders 
+The following table sets forth certain information
+with respect to each person known by us to be the beneficial owner of five percent or more of either class of the Company’s outstanding
+common stock. The content of this table is based upon the most current information contained in Schedules 13D or 13G filings with the
+SEC, unless more recent information was obtained. 
+Guy Pirotsky, President, CEO, CFO and Chairman of the Board. 
+55% 
+This percentage is calculated based on the outstanding
+shares of 5,495,300 as of April 30, 2025. 
+Item 13. Certain Relationships and Related
+Transactions, and Director Independence. 
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+The following table sets forth certain information
+concerning the number of shares of our common stock owned beneficially as of April 30, 2025 by: (i) each person (including any group)
+known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless
+otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown. 
+Title of Class 
+Name and Address 
+of 
+Beneficial Owner 
+Amount and 
+Nature of 
+Beneficial 
+Ownership 
+Percentage 
+of 
+Common Stock 
+Common 
+Guy Pirotsky 
+3,000,000 
+55% 
+Common 
+All Officers and Directors as a Group (1 person) 
+3,000,000 
+55% 
+Future Sales by Existing Shareholders 
+A total of 3,000,000 common shares at $0.0001
+per share have been issued to our sole stockholder. They are restricted securities, as that term is defined in Rule 144 of the Rules and
+Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and
+certain restrictions on the manner of sale, commencing six months after their acquisition. 
+Any sale of shares held by the existing stockholder
+(after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after
+the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no
+assurance. 
+11 
+Item 14. Principal Accountant Fees and Services. 
+FEES TO THE COMPANY’S AUDITORS 
+Set forth below is a summary of certain fees paid
+to our independent audit DylanFloyd Accounting & Consulting, Independent registered public accountants for services for the fiscal
+years 2025 and 2024, respectively. 
+Fee Category 
+Fiscal Year 
+2025 
+Fiscal Year 
+2024 
+Audit Fees 
+$ 17,000 
+$ 13,600 
+Tax Fees 
+– 
+– 
+All Other Fees 
+– 
+– 
+Total 
+$ 17,000 
+$ 13,600 
+Audit Fees 
+Audit fees were for professional services rendered
+in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly
+financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings. 
+Audit-Related Fees 
+Audit-related fees consist of fees billed for
+professional services for consultation on accounting matters. 
+Approval of Services Provided by Independent
+Registered Public Accounting Firm 
+The Board of Directors has considered whether
+the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined
+that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed
+by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors
+also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit. 
+12 
+PART IV 
+Item 15. Exhibit and Financial Statement Schedules. 
+(a) 
+(1) 
+Financial Statements 
+The following documents are filed as part of this report: 
+The Financial Statements of Natics Corp. at April 30, 2025 and 2024, and for each of the two fiscal years in the period ended April 30, 2025, together with the reports of the Independent Registered Public Accounting Firms, are set forth on pages F-1 through F-11 of this Report. 
+(2) 
+Not applicable. 
+(3) 
+Exhibits 
+Exhibit No. 
+Description 
+# 
+31.1 
+Certification of the
+Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. 
+# 
+32.1 
+Certification of the Principal Executive Officer and Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. 
+101.INS 
+Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 
+101.SCH 
+Inline XBRL Taxonomy Extension Schema Document 
+101.CAL 
+Inline XBRL Taxonomy Extension Calculation Linkbase Document 
+101.DEF 
+Inline XBRL Taxonomy Extension Definition Linkbase Document 
+101.LAB 
+Inline XBRL Taxonomy Extension Label Linkbase Document 
+101.PRE 
+Inline XBRL Taxonomy Extension Presentation Linkbase Document 
+104 
+Cover Page Interactive Data File (embedded within the Inline XBRL document) 
+# filed/furnished with this document. 
+Item 16. Form 10-K Summary . 
+None. 
+13 
+SIGNATURES 
+Pursuant to the requirements of Section 13 or
+15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
+thereunto duly authorized on June 06, 2025. 
+NATICS CORP. 
+By: 
+/s/ Guy Pirotsky 
+Guy Pirotsky 
+President and Chief Executive Officer 
+Pursuant to the requirements of the Securities
+Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated
+on June 06, 2025. 
+Signature 
+Title 
+/s/ Guy Pirotsky 
+President, Secretary, Treasurer, Principal Executive Officer, 
+Guy Pirotsky 
+Principal Financial Officer and Principal Accounting Officer and
+Sole Director 
+14 
+INDEX TO FINANCIAL STATEMENTS 
+NATICS CORP. 
+TABLE OF CONTENTS 
+Report of
+Independent Registered Accounting Firm ( DylanFloyd
+Accounting & Consulting PCAOB ID 6235 ) 
+F-2 
+Balance Sheets as of April 30, 2025 and April 30, 2024 
+F-4 
+Statements of Operations for the Years ended April 30, 2025 and 2024 
+F-5 
+Statements of Stockholders’ Deficit for the Years ended April 30, 2025 and 2024 
+F-6 
+Statements of Cash Flows for the Years ended April 30, 2025 and 2024 
+F-7 
+Notes to the Financial Statements 
+F-8 
+F- 1 
+Report of Independent Registered Public Accounting
+Firm 
+To the Shareholders and the Board of Directors 
+Natics Corp. 
+Opinion on the Financial Statements 
+We have audited the accompanying balance
+sheet of Natics Corp. (the "Company") as of April 30, 2025 and 2024, the related statements of operations, changes in
+stockholders' equity, from inception to the period ended April 30, 2025, 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 April 30, 2025 and 2024, and the results of its operations and its cash flows from inception to the period ended April 30, 2025,
+in conformity with accounting principles generally accepted in the United States of America. 
+Going Concern Uncertainty 
+The Company's financial statements
+are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
+and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $82,736 and a negative cash
+flow from operations amounting to $41,049 from inception to the period ended April 30, 2025. These factors as discussed in Note 2 of the
+financial statements 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 these uncertainties. 
+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. 
+F- 2 
+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. 
+Critical Audit Matters 
+Critical audit 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 disclosure that are material to the financial statements and (2) involve especially challenging, subjective,
+or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
+taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit
+matters or on the accounts or disclosures to which they relate. 
+There are no Critical Audit Matters existed as of April 30, 2025. 
+We have served as the Company's auditor since 2024. 
+Newhall,
+California 
+June 03, 2025 
+F- 3 
+NATICS CORP. 
+BALANCE SHEETS 
+April 30, 
+2025 
+April 30, 
+2024 
+ASSETS 
+Current Assets 
+Cash on hand 
+$ 6,635 
+$ 23,726 
+Total Current Assets 
+6,635 
+23,726 
+Non- Current Intangible Assets 
+Mobile Application and Website Development 
+17,188 
+25,792 
+Total Non-Current Intangible Assets 
+17,188 
+25,792 
+Total Assets 
+$ 23,823 
+$ 49,518 
+LIABILITIES 
+Current Liabilities 
+Interest Payable 
+$ 12,900 
+$ 8,600 
+Total Current Liabilities 
+12,900 
+8,600 
+Long term Liabilities 
+Director Loan 
+25,406 
+14,352 
+Promissory Note 
+43,000 
+43,000 
+Total Long term Liabilities 
+68,406 
+57,352 
+Total Liabilities 
+81,306 
+65,952 
+STOCKHOLDERS’ EQUITY 
+Common stock, $ 0.0001 par value, 75,000,000 shares authorized; 5,495,300 shares issued and outstanding respectively; 
+550 
+550 
+Additional paid-in-capital 
+24,704 
+24,704 
+Accumulated deficit 
+( 82,736 ) 
+( 41,687 ) 
+Total Stockholders’ Equity 
+( 57,483 ) 
+( 16,434 ) 
+Total Liabilities and Stockholders’ Equity 
+$ 23,823 
+$ 49,518 
+See accompanying notes, which are an integral part
+of these financial statements 
+F- 4 
+NATICS CORP. 
+STATEMENTS OF OPERATIONS 
+For the year ended 
+April 30, 
+2025 
+For the year ended 
+April 30, 
+2024 
+REVENUES 
+$ 16,200 
+$ 21,920 
+OPERATING EXPENSES 
+General and Administrative Expenses 
+57,249 
+34,080 
+TOTAL OPERATING EXPENSES 
+57,249 
+34,080 
+NET INCOME (LOSS) FROM OPERATIONS 
+( 41,049 ) 
+( 12,160 ) 
+PROVISION FOR INCOME TAXES 
+– 
+– 
+NET INCOME (LOSS) 
+$ ( 41,049 ) 
+$ ( 12,160 ) 
+NET LOSS PER SHARE: BASIC AND DILUTED 
+$ ( 0.00 ) 
+$ ( 0.00 ) 
+WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 
+5,495,300 
+5,461,884 
+See accompanying notes, which are an integral part
+of these financial statements 
+F- 5 
+NATICS CORP. 
+STATEMENT OF STOCKHOLDERS’ DEFICIT 
+FOR THE YEARS ENDED APRIL 30, 2025 & APRIL
+30, 2024 
+Common Stock 
+Additional
+Paid-in 
+Deficit 
+Accumulated 
+during the 
+Development 
+Total 
+Stockholders’ 
+Shares 
+Amount 
+Capital 
+Stage 
+Equity 
+Inception, February 21, 2022 
+– 
+$ – 
+$ – 
+$ – 
+$ – 
+Shares issued for cash at $0.0001 per share on February 21, 2022 
+3,000,000 
+300 
+– 
+– 
+300 
+Net loss for the year ended April 30, 2022 
+– 
+– 
+– 
+( 200 ) 
+( 200 ) 
+Balance, April 30, 2022 
+3,000,000 
+$ 300 
+$ – 
+$ ( 200 ) 
+$ 100 
+Sale of common stock at $0.01 per share as of January 31, 2023 
+1,840,300 
+184 
+18,219 
+– 
+18,403 
+Sale of common stock at $0.01 per share as of April 30, 2023 
+440,000 
+44 
+4,356 
+– 
+4,400 
+Net loss for the period ending April 30, 2023 
+– 
+– 
+– 
+( 29,327 ) 
+( 29,327 ) 
+Balance, April 30, 2023 
+5,280,300 
+$ 528 
+$ 22,575 
+$ ( 29,527 ) 
+$ ( 6,424 ) 
+Sale of common stock at $0.01 per share as of July 31, 2023 
+215,000 
+22 
+2,129 
+– 
+2,151 
+Net loss for the period ending April 30, 2024 
+– 
+– 
+– 
+( 12,160 ) 
+( 12,160 ) 
+Balance, April 30, 2024 
+5,495,300 
+$ 550 
+$ 24,704 
+$ ( 41,687 ) 
+$ ( 16,434 ) 
+Net loss for the period ending April 30, 2025 
+– 
+– 
+– 
+( 41,049 ) 
+( 41,049 ) 
+Balance, April 30, 2025 
+5,495,300 
+$ 550 
+$ 24,704 
+$ ( 82,736 ) 
+$ ( 57,483 ) 
+See accompanying notes, which are an integral part
+of these financial statements 
+F- 6 
+NATICS CORP. 
+STATEMENTS OF CASH FLOWS 
+For the year ended 
+April 30, 
+2025 
+For the year ended 
+April 30, 
+2024 
+CASH FLOWS FROM OPERATING ACTIVITIES 
+Net income (loss) 
+$ ( 41,049 ) 
+$ ( 12,160 ) 
+Interest Payable 
+4,300 
+4,300 
+CASH FLOWS USED IN OPERATING ACTIVITIES 
+( 36,749 ) 
+( 7,860 ) 
+CASH FLOWS FROM INVESTING ACTIVITIES 
+Mobile Application and Website Development 
+8,604 
+8,604 
+CASH FLOWS PROVIDED BY INVESTING ACTIVITIES 
+8,604 
+8,604 
+CASH FLOWS FROM FINANCING ACTIVITIES 
+Related Party Loans 
+11,055 
+212 
+Capital Stock 
+– 
+2,150 
+CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 
+11,055 
+2,362 
+Net decrease in cash and equivalents 
+( 17,090 ) 
+3,106 
+Cash and equivalents at beginning of the period 
+23,726 
+20,620 
+Cash and equivalents at end of the period 
+$ 6,635 
+$ 23,726 
+Supplemental cash flow information: 
+Cash paid for: 
+Interest 
+$ – 
+$ – 
+Taxes 
+$ – 
+$ – 
+See accompanying notes, which are an integral part
+of these financial statements 
+F- 7 
+NATICS CORP. 
+NOTES TO THE AUDITED FINANCIAL STATEMENTS 
+FOR THE YEARS ENDED APRIL 30, 2025 AND 2024 
+NOTE 1 – ORGANIZATION AND NATURE OF
+BUSINESS 
+NATICS CORP. (referred as the “Company”,
+“we”, “our”) is a development stage company formed to commence operations concerned with online workouts. We were
+incorporated under the laws of the state of Wyoming on February 21, 2022. From our formation we were engaged in the business of namely
+the development, marketing and business process analysis, problem solving and general business services by our CEO, sole Officer and Director
+Mr. Pirotsky. 
+Our executive and business office is located at
+App 6, Yehuda Gorodiski 1, Rehovot, Israel 7623101, and our telephone number is +13072220096. 
+NOTE 2 – GOING CONCERN 
+The accompanying financial statements have been
+prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate
+continuation of the Company as a going concern. The Company has an accumulated deficit of $ 82,736 as of April 30, 2025. The Company currently
+has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an
+extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management
+anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The
+Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s
+efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
+continue as a going concern. 
+NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
+POLICIES 
+Basis of presentation 
+The accompanying financial statements have been
+prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is
+April 30. 
+Revenue 
+In accordance with ASC 606, revenue is measured
+based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer. 
+During the year ended April 30, 2025, we generated total revenue of
+$ 16,200 . 
+Use of Estimates 
+The preparation of financial statements in conformity
+with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
+of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the
+reporting period. Actual results could differ from those estimates. 
+F- 8 
+Fair Value of Financial Instruments 
+FASB ASC Topic 820, “Fair Value Measurement,”
+defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most
+advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards
+apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines
+the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to
+measure fair value. 
+The three levels are defined as follows: 
+Level 1: 
+defined as observable inputs such as quoted prices in active markets; 
+Level 2: 
+defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and 
+Level 3: 
+defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. 
+Due to its short-term nature, the carrying value
+of cash, director loans and issuance of common stock approximated fair value at April 30, 2025. 
+Income Taxes 
+The Company is a C Corporation under the Internal
+Revenue Code and a similar section of the state code. 
+All income tax amounts reflect the use of the
+liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial
+statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting
+purposes. Current year expense represents the amount of income taxes paid, payable or refundable for the period. 
+Deferred income taxes, net of appropriate valuation
+allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded
+against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets
+the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in
+the financial statements. 
+The Company’s income tax returns are subject
+to review and examination by federal, state and local governmental authorities. As of April 30, 2025, our April 30, 2024 tax return was
+open to examination with federal, state and local governmental authorities. To the extent penalties and interest are incurred through
+an examination, they would be included as part of operations in the statement of operations. 
+Long-Lived Assets – Intangible Assets 
+We account for our intangible assets in accordance
+with ASC Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal
+of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair
+value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC Subtopic
+350-30 requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period
+to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life
+is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs
+of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred. 
+F- 9 
+Basic Income (Loss) Per Share 
+The Company computes income (loss) per share in
+accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available
+to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share
+gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common
+shares if their effect is anti-dilutive. As of April 30, 2025 there were no potentially dilutive debt or equity instruments issued or
+outstanding. 
+Comprehensive Income 
+Comprehensive income is defined as all changes
+in stockholders’ equity, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income
+or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments
+in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of April 30, 2025 were no differences between
+our comprehensive loss and net loss. 
+Recent Accounting Pronouncements 
+We have reviewed all the recently issued, but
+not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company. 
+Risks and Uncertainties 
+The ultimate impact of the COVID-19 pandemic on
+the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with
+confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19
+pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an
+extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot
+be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results
+of operations. 
+Management expects that its business will be impacted
+to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which
+it may have an impact cannot be determined at this time. 
+NOTE 4 – COMMON STOCK 
+The Company has 75,000,000 , $ 0.0001 par value
+shares of common stock authorized. 
+On February 22, 2022 the Company issued 3,000,000 
+shares of common stock to a director for services rendered estimated to be $ 300 at $0.0001 per share. 
+During the quarter ended January 31, 2023 the
+Company issued 1,840,300 common shares at $0.01 per share to 27 shareholders in consideration of $ 18,403 . 
+There were 4,840,300 shares of common stock issued
+and outstanding as of January 31, 2023. 
+During the quarter ended April 30, 2023, the Company
+issued 440,000 common shares to few individuals at $0.01 per share in consideration of $ 4,400 . 
+There were 5,280,300 shares of
+common stock issued and outstanding as of April 30, 2023. 
+F- 10 
+During the quarter ended July 31, 2023, the Company
+issued 215,000 common shares to few individuals at $0.01 per share in consideration of $ 2,150 . 
+There were 5,495,300 shares of common stock issued
+and outstanding as of April 30, 2025. 
+Voting Common Stock 
+All shares of common stock have voting rights
+and are identical. All holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for
+each share of the capital stock held by such stockholder. 
+Non-voting Common Stock 
+All of the other terms of the Non-Voting Common
+Stock shall be identical to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock,
+as explained in the Company’s Bylaws. 
+NOTE 5 – COMMITMENTS AND CONTINGENCIES 
+In the normal course of business, the Company
+may become a party to litigation matters involving claims against it. At April 30, 2025, there are no current matters that would have
+a material effect on the Company’s financial position or results of operations. 
+The extent of the impact of the coronavirus (“COVID-19”)
+outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak
+and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot
+be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially
+and adversely affected. 
+NOTE 6 – INTANGIBLE ASSETS 
+The Company purchased and possesses an asset in
+a form of the website and mobile application concerned with online workouts. The Company purchased the website and mobile application
+for $ 43,000 and is amortizing the asset straight-line over its five year useful life or $8,600 per year. 
+Balances as of April 30, 2025 and April 30, 2024
+are as follows: 
+April 30, 2025 
+April 30, 2024 
+Intangible Assets Purchased 
+$ 25,792 
+$ 34,396 
+Accumulated Amortization 
+( 8,604 ) 
+( 8,604 ) 
+Net Book Value 
+$ 17,188 
+$ 25,792 
+F- 11 
+NOTE 7 – RELATED PARTY TRANSACTIONS 
+Mr. Pirotsky currently devotes approximately thirty hours per week
+to manage our affairs. 
+The sole officer and director, Guy Pirotsky, is
+the only related party with whom the Company had transactions with during the period from inception on February 21, 2022 through April
+30, 2025. During the year ended April 30, 2025, Mr. Pirotsky paid $ 25,406 for operating expenses on behalf of the Company. The amounts
+due to the related party are unsecured and non-interest bearing with no set terms of repayment. 
+NOTE 8 – INCOME TAXES 
+As of April 30, 2025, the Company had net operating
+loss carry forwards of approximately $ 17,375 that may be available to reduce future years’ taxable income in varying amounts through
+2041. 
+Future tax benefits which arise as a result of
+these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,
+the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. 
+The 21% tax rate provision for Federal income tax consists of the following: 
+April 30, 
+2025 
+April 30, 
+2024 
+Federal income tax benefit attributable to: 
+Current operations 
+$ ( 17,375 ) 
+$ ( 8,754 ) 
+Related party accruals 
+– 
+– 
+Less: change in valuation allowance 
+17,375 
+8,754 
+Net provision for Federal income taxes 
+$ – 
+$ – 
+The cumulative tax effect at the expected rate of 21% of significant
+items comprising our net deferred tax amount is as follows: 
+April 30, 
+2025 
+April 30, 
+2024 
+Deferred tax asset attributable to: 
+Net operating loss carry over 
+$ 8,620 
+$ 2,554 
+Related party accruals 
+– 
+– 
+Less: valuation allowance 
+( 8,620 ) 
+( 2,554 ) 
+Net deferred tax asset 
+$ – 
+$ – 
+NOTE 9 – SUBSEQUENT EVENTS 
+In accordance with SFAS 165 (ASC 855-10) the Company
+has analyzed its operations subsequent to April 30, 2025 to the date these financial statements were issued and has determined that it
+does not have any material subsequent events to disclose in these financial statements. 
+Management expects that its business will be impacted
+to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which
+it may have an impact cannot be determined at this time. 
+F- 12

raw/filings/0001933359/2025/0001683168-25-004268/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001933359,NTCS,Natics Corp.,2025,10-K,2025-06-06,2025-04-30,2025-06-06T07:46:36.000Z,0001683168-25-004268,natics_i10k-043025.htm,FORM 10-K FOR APRIL 2025,2218906,1,1,https://www.sec.gov/Archives/edgar/data/1933359/000168316825004268/natics_i10k-043025.htm,https://www.sec.gov/Archives/edgar/data/1933359/000168316825004268/

raw/filings/0001933359/2025/0001683168-25-004268/item1.txt

@@ -0,0 +1,23 @@
+Item 1. Description of Business 
+GENERAL INFORMATION ABOUT OUR COMPANY 
+Natics Corp. is a development stage company formed
+to commence operations concerned with online workouts. We were incorporated under the laws of the state of Wyoming on February 21, 2022.
+We are providing the useful healthy and effective type of online sport service, for adolescents and adults, for men and women available
+from anywhere using the phone and internet connection. Our online service provides a high quality sport trainings, through our mobile
+application “Sport Natics” for Android and iOS mobile OS. Our sport app offers a free trial and a paid one (depending on the
+content). 
+The paid version of the app will include: 
+– online video lesson with a trainer (where
+the trainer shows how to properly perform the exercises) - 1 hour 
+– online video lesson with a trainer (where
+the trainer checks the correctness of the exercises through video communication) - 1 hour 
+– personalized monthly program (depending
+on the client’s requirement) 
+– personal Nutrition diet plan (depending
+on the client’s requirement) 
+The links for the “Sport Natics” application: 
+In Google Play - https://play.google.com/store/apps/details?id=com.sport.natics 
+In App Store - https://apps.apple.com/ua/app/sport-natics/id1619622287 
+Our website address is https://sport-natics.com/ 
+Our principal offices are located at App 6, Yehuda
+Gorodiski 1, Rehovot, Israel 7623101. Our telephone number is +13072220096.

raw/filings/0001933359/2025/0001683168-25-004268/item13.txt

@@ -0,0 +1,36 @@
+Item 13. Certain Relationships and Related
+Transactions, and Director Independence. 
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+The following table sets forth certain information
+concerning the number of shares of our common stock owned beneficially as of April 30, 2025 by: (i) each person (including any group)
+known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless
+otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown. 
+Title of Class 
+Name and Address 
+of 
+Beneficial Owner 
+Amount and 
+Nature of 
+Beneficial 
+Ownership 
+Percentage 
+of 
+Common Stock 
+Common 
+Guy Pirotsky 
+3,000,000 
+55% 
+Common 
+All Officers and Directors as a Group (1 person) 
+3,000,000 
+55% 
+Future Sales by Existing Shareholders 
+A total of 3,000,000 common shares at $0.0001
+per share have been issued to our sole stockholder. They are restricted securities, as that term is defined in Rule 144 of the Rules and
+Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and
+certain restrictions on the manner of sale, commencing six months after their acquisition. 
+Any sale of shares held by the existing stockholder
+(after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after
+the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no
+assurance. 
+11

raw/filings/0001933414/2024/0001933414-25-000009/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001933414,MLYS,"Mineralys Therapeutics, Inc.",2024,10-K,2025-02-12,2024-12-31,2025-02-12T14:22:29.000Z,0001933414-25-000009,mlys-20241231.htm,10-K,22205035,1,1,https://www.sec.gov/Archives/edgar/data/1933414/000193341425000009/mlys-20241231.htm,https://www.sec.gov/Archives/edgar/data/1933414/000193341425000009/

raw/filings/0001933414/2024/0001933414-25-000009/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+108

raw/filings/0001933414/2025/0001933414-26-000056/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001933414,MLYS,"Mineralys Therapeutics, Inc.",2025,10-K,2026-03-12,2025-12-31,2026-03-12T21:19:05.000Z,0001933414-26-000056,mlys-20251231.htm,10-K,10276402,1,1,https://www.sec.gov/Archives/edgar/data/1933414/000193341426000056/mlys-20251231.htm,https://www.sec.gov/Archives/edgar/data/1933414/000193341426000056/

raw/filings/0001933414/2025/0001933414-26-000056/item1.txt

@@ -0,0 +1,289 @@
+Item 1. Business 
+Business Overview 
+We are a biopharmaceutical company focused on developing medicines to target diseases driven by dysregulated aldosterone. Our product candidate, lorundrostat, is a proprietary, orally administered, highly selective aldosterone synthase inhibitor (ASI) that we are developing for the treatment of cardiorenal conditions affected by dysregulated aldosterone, including hypertension and related comorbidities such as chronic kidney disease (CKD) and obstructive sleep apnea (OSA). 
+In the United States, there are approximately 120 million patients with sustained elevated blood pressure (BP), or hypertension. Approximately 60 million patients are treated and over 30 million do not achieve their BP goal, with approximately 20 million having systolic BP levels greater than 140 mmHg. Patients with hypertension that persists despite taking two or more medications have 1.8 and 2.5 times greater mortality risk due to either cardiovascular disease or stroke, respectively. Dysregulated aldosterone levels are a key factor in uncontrolled hypertension (uHTN) or resistant hypertension (rHTN) in approximately 30% of patients. 
+Ahead of the NDA submission in December 2025, we completed five successful clinical trials of lorundrostat supporting the efficacy and safety profile while also validating aldosterone as an integral therapeutic target in uHTN or rHTN. This includes two pivotal, registrational trials, the Phase 3 Launch-HTN trial and Phase 2 Advance-HTN trial, which support the robust, durable, and clinically meaningful reductions in systolic BP by lorundrostat. Lorundrostat was well tolerated in both trials with a favorable safety profile. Based on the positive results from our pivotal program, we submitted an NDA in December 2025 for lorundrostat for the treatment of hypertension in combination with other antihypertensive drugs. The FDA accepted the NDA submission and provided us with a Prescription Drug User Fee Act (PDUFA) target action date of December 22, 2026. 
+We believe, based on available clinical data, that our product candidate holds promise to be an innovative solution for the rapidly growing unmet need in multiple cardiorenal metabolic disorders. In addition to hypertension, we have been investigating the potential benefits of lorundrostat in participants with hypertension and CKD and in participants with hypertension and OSA. In June 2025, we announced that the result of our Phase 2 Explore-CKD trial, which evaluated the safety and efficacy of lorundrostat in participants with hypertension and comorbid CKD, was highly statistically significant and clinically meaningful in reducing systolic BP and in reducing urinary albumin creatinine ratio (UACR), a marker of kidney disease progression, as well as demonstrating a favorable safety and tolerability profile. On March 9, 2026, we announced topline data from our Phase 2 Explore-OSA trial that evaluated the effect of lorundrostat in the treatment of overweight and obese participants with moderate-to-severe OSA and hypertension. While the Explore-OSA trial did not demonstrate a reduction in apnea-hypopnea index (AHI), the BP reductions were clinically meaningful and the safety profile was favorable, especially for this population with difficult to control hypertension. 
+Our Product Candidate, Lorundrostat 
+Our product candidate, lorundrostat, is a proprietary, orally administered, highly selective ASI that is designed to reduce aldosterone levels by inhibiting CYP11B2, the enzyme responsible for producing the hormone. We licensed lorundrostat from Tanabe Pharma Corporation (Tanabe), which discovered the compound and provided the early foundational work, including demonstrating the selectivity of lorundrostat, and progressing the asset through Phase 1 clinical development. 
+-1- 
+We have completed six clinical trials of lorundrostat in uHTN or rHTN as well as hypertension in uHTN or rHTN with comorbidities such as CKD or OSA. A summary of our clinical development is outlined below. 
+Summary of Historical and Current Clinical Trials of Lorundrostat 
+Phase 1: The first-in-human Phase 1 clinical trial of lorundrostat was conducted by Tanabe and showed that lorundrostat was well tolerated and did not inhibit cortisol following single dose and once-daily dosing over multiple days. 
+Phase 2: We conducted the Target-HTN Phase 2 proof-of-concept trial in participants with uHTN and rHTN to evaluate the efficacy of lorundrostat at various doses either once or twice a day. The results of Target-HTN led to the advancement of our pivotal program of lorundrostat. 
+Pivotal Program: In 2023, we initiated our pivotal program of lorundrostat, and we reported the results of Launch-HTN and Advance-HTN in March 2025. See “ Pivotal Program Clinical Trial Results ” beginning on page 7 for additional details regarding the results of these clinical trials. 
+• Launch-HTN evaluated the efficacy and safety of lorundrostat for the treatment of uHTN or rHTN when used as an add-on therapy to participants’ existing, prescribed background treatment of two to five antihypertensive medications. 
+• Advance-HTN evaluated the efficacy and safety of lorundrostat for the treatment of confirmed uHTN or rHTN when used as add-on therapy to a standardized, optimized, and adherent background treatment of two or three antihypertensive medications. 
+• Transform-HTN is an ongoing open-label extension trial enabling participants to continue to receive lorundrostat and allows us to obtain long-term efficacy and safety data. All participants in the pivotal hypertension program, including the Advance-HTN and Launch-HTN trials, as well as the Explore-CKD trial, were given the opportunity to participate in the extension trial. 
+• Explore-CKD evaluated the safety and efficacy of 25 mg once daily (QD) lorundrostat in addition to a sodium-glucose cotransporter 2 (SGLT2) inhibitor for the treatment of hypertension in participants with Stage 2 to 3b CKD and albuminuria despite receiving stable treatment with an angiotensin-converting enzyme (ACE) inhibitor or angiotensin II receptor blocker (ARB). We reported the results of this trial in June 2025. See “ Explore-CKD Clinical Trial Results ” beginning on page 9 for additional details regarding the results of this clinical trial. 
+-2- 
+• Explore-OSA evaluated the safety and efficacy of lorundrostat 50 mg QD with moderate-to-severe OSA. See “ Explore-OSA Clinical Trial Results ” beginning on page 10 for additional details regarding this clinical trial. 
+Background of Hypertension 
+In healthy individuals, normal BP, also known as peripheral blood pressure, is below 130 over 80, meaning the pressure measurement is lower than or at 130 mmHg when the heart is contracting (systolic BP) and at or below 80 mmHg when the heart is relaxed (diastolic BP). Sustained, elevated BP, or hypertension, can result in increased chances of life-threatening complications such as heart disease, stroke, or kidney disease, among others. 
+The prevalence of hypertension has been increasing in recent decades. A comprehensive study published in The Lancet journal shows that in patients aged 30 to 79, total hypertension cases nearly doubled worldwide from 1990 to 2019. Furthermore, obesity, especially when associated with increased visceral adiposity, is a major cause of hypertension, accounting for 65% to 75% of the risk for developing human primary (essential) hypertension. Despite hypertension being one of the most common preventable risk factors for premature death, approximately 1.3 billion people worldwide have hypertension, with hypertension as a primary or contributing cause of more than 685,000 deaths in the United States in 2022 alone. The costs of hypertension and related health issues are a major burden on already strained healthcare systems, with an estimated cost of $219 billion in the United States in 2019. While there are multiple therapeutic options available, most of which are generic and accessible, more than half of all treated hypertensive patients fail to achieve their BP goal. Dysregulated aldosterone levels are a key factor in driving hypertension in approximately 30% of hypertensive patients. 
+The current standard-of-care for patients newly diagnosed with hypertension is based on a set of guidelines set forth by the American College of Cardiology (ACC) and the American Heart Association (AHA). A hypertensive patient’s target BP is defined as below 130/80 mmHg. Depending on baseline BP levels, these guidelines recommend that the patient typically begin with lifestyle modifications and then, assuming BP does not achieve the desired target, initiate treatment with antihypertensive agents selected primarily from the following five drug classes, which may later be combined with each other if the patient’s target BP is not successfully achieved with the initial therapy: 
+• Thiazide diuretics, which increase fluid excretion from the kidney by blocking reabsorption of sodium and chloride in the nephron; 
+• ACE inhibitors, which inhibit the renin-angiotensin aldosterone system (RAAS) axis by blocking the action of ACE in the lungs, which converts angiotensin I to angiotensin II; 
+• ARBs, which block the effects of angiotensin II at the level of the angiotensin receptor; 
+• Calcium channel blockers, which slow cardiac contractions and relax arteries by preventing calcium from entering the cells of the heart and arteries; and 
+• Beta blockers, which cause the heart to beat more slowly and with less force, which lower BP. 
+Despite numerous available treatment options, the majority of hypertensive patients require multiple therapies to achieve their target BP. Evidence demonstrates that adding a second- or third-line antihypertensive agent typically provides an additional 6 to 7 mmHg reduction in systolic BP. However, the incremental reduction in systolic BP provided by successive lines of treatment does not always adequately enable patients to reach their BP goal. Therefore, many patients require three, four, or more antihypertensive agents in an attempt to achieve their target BP. ACE inhibitors and ARBs are standard-of-care in the majority of all treated patients. Approximately 30-40% of patients receiving long-term ACE inhibitor or ARB therapy experience aldosterone breakthrough, which is associated with volume expansion and adverse cardiorenal effects that can undermine BP control. In addition, while hypertension is an asymptomatic disease, many of the currently available 
+-3- 
+treatments have side effects and tolerability issues, which may limit their use. For example, patients taking ACE inhibitors often develop a chronic cough, and those taking beta blockers often experience lethargy. 
+In a meta-analysis of 147 randomized trials, a 10 mmHg reduction in systolic BP or a 5 mmHg reduction in diastolic BP has been shown to reduce the risk of stroke by 41% and coronary heart disease by 22%. The Systolic BP Intervention Trial (SPRINT) study further demonstrated that in adults with hypertension but without diabetes, lowering systolic BP below 120 mmHg reduced cardiovascular events by 25% and reduced the overall risk of death by 27% compared to those with a systolic BP of 140 mmHg or higher. The importance of nighttime BP as a predictor of cardiovascular risk is increasingly recognized. Evidence has demonstrated that higher nighttime systolic BP has a strong association with increased cardiovascular risk. The study’s findings stress the importance of targeting a reduction in nighttime systolic BP when considering treatment approaches. 
+Over 30 million hypertensive patients in the United States are unable to achieve their BP goal despite treatment, and within this population, 10 million suffer from rHTN. Treatment options are limited for rHTN patients, and the current ACC and AHA guidelines recommend introducing a mineralocorticoid receptor antagonist (MRA) agent, which blocks the effect of aldosterone, to the patient’s existing antihypertensive regimen. 
+Background of Chronic Kidney Disease (CKD) 
+CKD, which is characterized by the gradual loss of kidney function, is estimated to affect more than 10% of the global population and is one of the leading causes of mortality worldwide. According to the U.S. Centers for Disease Control and Prevention, an estimated 1-in-7 (approximately 37 million) U.S. adults have CKD, and approximately 22 million people in the United States are living with both hypertension and CKD. The relationship between these conditions is tightly linked: sustained hypertension may contribute to impaired kidney function, and progressive decrease in kidney function may lead to worsening BP control. Achieving BP control in these complex patients is the number one goal in slowing the progression of CKD. When CKD is present in patients with hypertension, the risk of cardiovascular disease and mortality rises significantly. 
+Emerging evidence points to dysregulated aldosterone as a key driver of both diseases. Excess aldosterone promotes sodium retention, vascular inflammation, and fibrosis, contributing to both uncontrolled BP and kidney injury. Despite the availability of existing therapies, a significant proportion of patients remain uncontrolled or undertreated. Early detection and targeted interventions that address underlying mechanisms, such as aldosterone dysregulation, may offer the potential to slow CKD progression, reduce cardiovascular risk, and improve long-term outcomes. Without effective management, CKD can advance to kidney failure, requiring dialysis or transplantation. 
+Background of Obstructive Sleep Apnea (OSA) 
+OSA is characterized by repetitive overnight hypoxic episodes and subsequent sleep fragmentation related to many factors, including volume overload and a complete or partial collapse of the upper airway. Moderate to severe OSA is associated with increased production of aldosterone and increased nighttime BP; standard treatment with positive airway pressure is not sufficient for BP reduction. OSA impacts almost one billion people globally, including 425 million moderate-to-severe cases. Around 80% of adults with OSA are undiagnosed. As of 2025, untreated OSA is estimated to cost the United States more than $150 billion annually when considering direct medical expenses, productivity losses, and accident-related costs. 
+Between 30-50% of adults with hypertension have OSA, and this number increases to between 70-80% in adults with rHTN. Additionally, untreated moderate-to-severe OSA increases the risk of rHTN. Along with hypertension, OSA is a major risk factor for cardiovascular disease, type-2 diabetes mellitus, and stroke. 
+-4- 
+Background of Aldosterone and its Role in Hypertension 
+Aldosterone is a mineralocorticoid steroid hormone primarily made in the outer layer of the adrenal gland called the adrenal cortex, which plays an important role in controlling the balance of water and salts by regulating the exchange of sodium and potassium in the body. This maintenance of fluid homeostasis ensures the body can maintain normal BP. 
+In a healthy person, homeostatic balance is maintained via a feedback loop called the RAAS. Renin is a key enzyme that is released by the kidneys when they sense changes in BP to control the production of aldosterone, in order to help the kidneys regulate water and salt levels in the body. In a normal physiological state, aldosterone production increases when BP is too low and decreases when BP is too high. This is considered renin-dependent hypertension due to the linkage of renin levels to aldosterone production. 
+In addition to the self-regulated RAAS, there are other pathways that drive aldosterone production. Evolving information about hormone regulation of visceral adipocytes and the adrenal gland supports the hypothesis that adipokines, specifically elevated leptin and reduced adiponectin, can affect aldosterone and renin, respectively. The net result is an increase in aldosterone and prevention of the normal feedback inhibition of renin. This is considered renin-independent aldosterone production and is due to dysregulated systems biology, which is often prevalent in an obese population. 
+Overview of Renin-Dependent and Renin-Independent Aldosterone Production 
+Elevated aldosterone also causes insulin resistance, inflammation and fibrosis of the heart, fibrosis and remodeling of blood vessels, and tubulointerstitial fibrosis and glomerular injury in the kidney. Aldosterone excess is believed to lead to a higher risk of stroke, kidney damage, congestive heart failure, and heart attack, compared to high BP alone. Many of these symptoms are often comorbidities in an obese population. 
+Many of the therapies designed to address hypertension, such as ACE inhibitors, ARBs, beta blockers, calcium channel blockers, and diuretics, were developed and introduced several decades ago when the incidence of obesity was below 20% and abnormal aldosterone production affected less than 10% of the U.S. population. The increasing prevalence of obesity and hypertension, driven by the renin-independent axis, has resulted in higher incidences of uHTN and rHTN. Currently available therapies are generally effective in managing renin-dependent hypertension; however, they fail to adequately address the shifting biology of hypertension today. For example, ACE inhibitors and ARBs indirectly reduce aldosterone levels, but up to 40% of treated patients experience “aldosterone breakthrough,” whereby their aldosterone levels return to normal or higher levels and result in elevated BP. 
+-5- 
+Growing Epidemic of Obesity Correlated to Rise in Hyperaldosteronism 
+MRAs, which were initially introduced in the 1950s, are designed to work by blocking the effect of aldosterone, whether renin-dependent or renin-independent, from the mineralocorticoid receptor (MR) but do not inhibit aldosterone production. There are two well-known MRAs available in the United States for the treatment of hypertension, spironolactone and eplerenone, which are both available as generic medicines. MRAs are known to be effective in lowering BP; however, they have demonstrated side effects that have limited their use. Specifically, spironolactone, the most commonly prescribed MRA, is known for inducing hyperkalemia as well as gynecomastia in men and fertility issues in women. Additionally, when aldosterone is blocked from binding to the MR, circulating aldosterone levels increase two- to three-fold and may cause other harmful non-MR-related effects in the body. 
+The approach of blocking the synthesis of aldosterone and reducing plasma aldosterone levels is thought to be a preferable approach versus the use of MRAs that block the action of aldosterone at the MR. The task of creating a safe and effective ASI can be technically challenging because the major enzymes in the synthesis of aldosterone and cortisol share a high degree of amino acid sequence similarity. While challenging to develop, there are currently three ASIs (including lorundrostat) in advanced clinical development and one in early clinical development in conditions including hypertension, OSA, primary aldosteronism, heart failure, and CKD. 
+Clinical Development of Lorundrostat 
+Our product candidate, lorundrostat, is a proprietary, orally administered, highly selective ASI designed to reduce aldosterone levels by inhibiting CYP11B2, the enzyme responsible for producing the hormone. We are initially developing lorundrostat for the treatment of hypertension and have completed six clinical trials. In our trials, lorundrostat was well tolerated and demonstrated compelling clinical results, and once-daily dosing flexibility. The observed 10 to 12 hour pharmacokinetic half-life of lorundrostat has the potential to normalize aldosterone levels to provide a clinically meaningful reduction in BP and to flexibly manage the challenges of elevated serum potassium. We believe that lorundrostat’s profile may be compelling based on the following attributes: 
+• Compelling Clinical Results in Hypertension: The Launch-HTN global Phase 3 trial demonstrated a statistically significant and clinically meaningful 11.6 mmHg placebo-adjusted 
+-6- 
+reduction in systolic BP in the 50 mg 12-week cohort. This clinical benefit was consistent across patient subtypes and specifically in high-risk populations such as women and Black or African Americans. Furthermore, a low rate of hyperkalemia was observed, with 0.6% of participants exceeding 6.0 mmol/L potassium. 
+• Distinct Benefit in Hypertension and Related Comorbidities: Explore-CKD demonstrated a statistically significant and clinically meaningful reduction in systolic BP and UACR in participants with hypertension and comorbid CKD. In Explore-OSA, lorundrostat demonstrated a clinically meaningful reduction in systolic BP in participants with hypertension and comorbid OSA. 
+• High Selectivity: Lorundrostat is highly selective for aldosterone and shows no cortisol suppression and no incidence of adrenal insufficiency, as anticipated by the 374-to-1 inhibitory effect on the CYP11B2 enzyme compared to the CYP11B1 enzyme, which is responsible for synthesizing cortisol. 
+• Optimal Half-Life: The half-life of lorundrostat (10-12 hours) is ideally suited for once-daily dosing. Our clinical trials validated the 24-hour efficacy achieved with once-daily dosing. A majority of our clinical trial participants maintained a serum potassium in the normal range. There have been modest incidences of hyperkalemia requiring dose adjustment or discontinuation. Lorundrostat’s observed 10 to 12 hour half-life may be viewed more favorably by physicians compared to compounds with longer half-lives, which may have a greater risk of sustained potassium elevation. 
+• Convenient Dosing and Well Tolerated: Our clinical trials demonstrated clinically meaningful results on a once-daily dosing regimen. Furthermore, lorundrostat was well-tolerated. In Launch-HTN, serious adverse events (SAEs) were reported in 2.4% of participants receiving 50 mg lorundrostat and in 3.3% of participants receiving placebo. 
+Pivotal Program Clinical Trial Results 
+Efficacy Results 
+Launch-HTN was a large, global, randomized, double-blinded, placebo-controlled Phase 3 clinical trial, which enrolled eligible adult participants who failed to achieve their BP goal despite being on two to five antihypertensive medications. Launch-HTN reflects the real-world setting for clinicians by utilizing automated office blood pressure measurement (AOBP) and allowing participants to stay on their existing medications. Participants were randomized into three cohorts for twelve weeks, receiving one of the following treatments: lorundrostat 50 mg QD, lorundrostat 50 mg QD and an option to titrate to 100 mg QD at week six based on defined criteria or placebo. The primary endpoint of the trial was the assessment of automated office measured systolic BP from baseline for active cohorts versus placebo at six weeks, with the results pooled for all participants on 50 mg QD. The trial met its endpoints, demonstrating clinically meaningful, statistically significant mean reduction from baseline in placebo-adjusted systolic BP at week six, and the benefit was sustained with further reduction through week 12. 
+-7- 
+Launch-HTN Phase 3 Trial 
+(automated office systolic BP measure, n=1,083 randomized) 
+Week 6 (50 mg pooled) 
+Week 12 
+Absolute 
+Reduction 
+Placebo-Adjusted 
+Reduction 
+Absolute 
+Reduction 
+Placebo-Adjusted 
+Reduction 
+50 mg -16.9 mmHg -9.1 mmHg 
+(p<0.0001)* 
+-19.0 mmHg 
+-11.6 mmHg 
+(p<0.0001) 
+50 to100 mg 
+-15.7 mmHg 
+-8.4 mmHg 
+(p=0.0016) 
+* Primary endpoint 
+Key characteristics of participants enrolled in the Launch-HTN trial include: approximately 63% had a BMI greater than or equal to 30kg/m 2 , approximately 47% were women, and approximately 29% were Black or African American. 
+The Advance-HTN trial was a randomized, double-blind, placebo-controlled Phase 2 pivotal trial that evaluated the efficacy and safety of lorundrostat for the treatment of confirmed uHTN or rHTN, when used as add-on therapy to a standardized, optimized, and adherent background treatment of two or three antihypertensive medications in adult participants. Participants who met screening criteria discontinued their existing hypertension medications and started on a standard regimen of an ARB and a diuretic, if previously on two medications, or a standard regimen of ARB, diuretic, and calcium channel blocker if previously on three to five medications. Participants who remained hypertensive despite the standardized regimen were then randomized into three cohorts for twelve weeks, receiving one of the following treatments: lorundrostat 50 mg QD, lorundrostat 50 mg QD and an option to titrate to 100 mg QD at week four based on defined criteria or placebo. The primary endpoint of Advance-HTN was change in 24-hour ambulatory systolic BP at week twelve from baseline for each active cohort versus placebo. 
+The trial was designed to evaluate lorundrostat in a uHTN or rHTN population at the highest risk, which would normally be treated by a specialist, given the severity of their condition. The trial met its primary endpoint as well as additional prespecified outcome measures, including safety, and tolerability, and were consistent with those observed in the Launch-HTN trial. 
+Advance-HTN Phase 2 Trial 
+(24-hour ambulatory systolic BP, n=285 randomized) 
+Week 4 (50 mg pooled) 
+Week 12 
+Absolute 
+Reduction 
+Placebo-Adjusted 
+Reduction 
+Absolute 
+Reduction 
+Placebo-Adjusted 
+Reduction* 
+50 mg 
+-11.5 mmHg 
+-5.3 mmHg 
+(p=0.0006) 
+-15.4 mmHg 
+-7.9 mmHg 
+(p=0.001) 
+50 to100 mg 
+-13.9 mmHg 
+-6.5 mmHg 
+(p=0.006) 
+* Primary endpoint 
+Key characteristics of participants enrolled in the Advance-HTN trial include: approximately 66% had a BMI greater than or equal to 30kg/m 2 , approximately 40% were women, and approximately 53% were Black or African American. 
+Safety and Tolerability Results 
+We believe clinical safety findings in the two pivotal trials, including adrenocorticotropic hormone-stimulated and serum cortisol, change in serum potassium, serum sodium, and estimated glomerular filtration rate (eGFR), as well as incidence of hypotension, support a favorable benefit-risk profile. 
+-8- 
+In the two active treatment arms of the Launch-HTN trial, 50 mg and 50 mg with optional dose escalation to 100 mg, the incidence of treatment-emergent SAEs was twelve participants (2.2%) and two participants (0.7%), respectively, compared with eight participants (3.0%) in the placebo arm. There was only one participant (0.2%) in the trial with a treatment-related SAE that occurred in the 50 mg arm. The incidence of hyperkalemia (serum potassium >6.0 mmol/L) at the scheduled study visit was 1.1% and 1.5% in the 50 mg and 50 to 100 mg arms, respectively. The per-protocol procedure for validation of suspected factitious hyperkalemia (most often due to phlebotomy-related hemolysis and release of potassium from red blood cells) specified a repeat potassium measurement within 72 hours while still taking study medication to confirm validity and provide an accurate determination of the true incidence of hyperkalemia. After exclusion of the spurious results, the incidence of confirmed hyperkalemia was 0.6% and 1.1% in the 50 mg and 50 to 100 mg arms, respectively. 
+In the Advance-HTN trial, there were six participants (6.4%) and eight participants (8.4%) with treatment-emergent SAEs in the lorundrostat 50 mg and lorundrostat 50 to 100 mg arms, respectively, compared to two participants (2.1%) in the placebo arm. Treatment-related SAEs occurred in 2%, 1%, and 0% of participants in the lorundrostat 50 mg, lorundrostat 50 to 100 mg, and placebo arms, respectively. The incidence of hyperkalemia (serum potassium >6.0 mmol/L) at the scheduled study visit was 5.3% and 7.4% in the 50 mg and 50 to 100 mg arms, respectively. The per-protocol procedure for validation of suspected factitious hyperkalemia (most often due to phlebotomy-related hemolysis and release of potassium from red blood cells) specified a repeat potassium measurement within 72 hours while still taking study medication to confirm validity and provide an accurate determination of the true incidence of hyperkalemia. After exclusion of the spurious results, the incidence of confirmed hyperkalemia was 2.1% and 3.2% in the 50 mg and 50 to 100 mg arms, respectively. 
+Explore-CKD Clinical Trial Results 
+Efficacy, Safety, and Tolerability Results 
+The Explore-CKD trial was a randomized, double-blind, placebo-controlled, two-period, two-sequence (2x2) crossover trial. This phase 2 trial was designed to evaluate efficacy in terms of systolic BP and UACR reduction, and safety of 25 mg QD lorundrostat added to a background treatment that included an SGLT2 inhibitor and an ACE inhibitor or an ARB in participants with uHTN or rHTN and CKD with an eGFR ≥ 30 mL/min/1.73m 2 and albuminuria (UACR of 200-5,000 mg/g) during a four-week treatment period. The primary endpoint was placebo-adjusted change from baseline in systolic BP at week four, and an exploratory endpoint was placebo-adjusted percent change from baseline in UACR at week four. The trial was highly statistically significant and was clinically meaningful in both of these endpoints and demonstrated a favorable safety and tolerability profile. 
+Explore-CKD Phase 2 Trial (N=59) 
+Placebo 
+Lorundrostat 25 mg 
+Placebo-Adjusted 
+Change in systolic BP (mmHg)* -1.76 -9.25 -7.5 (p=0.0024) 
+Change in spot UACR (mg/g) -6.60% -30.51% -25.60% (p=0.0015) 
+Change in eGFR** (mL/min/1.73m 2 ) 
+-2.20% -6.78% 
+-4.58% (p=0.0362) 
+Treatment Emergent Adverse Events (TEAEs) leading to discontinuation of study drug 
+1/57 (2%) 
+2/58 (3%) 
+Confirmed hyperkalemia (K + >6.0 mmol/L) 
+0/57 (0%) 
+3/58 (5%) 
+BP, blood pressure; UACR, Urine albumin-to-creatinine ratio; TEAE, Treatment-emergent adverse event 
+* Primary endpoint. 
+** Cystatin-C formula, a surrogate biomarker of renal function not subject to MATE1 transport and elimination in the glomeruli of the kidney. 
+-9- 
+Per protocol Systolic BP, UACR, and eGFR estimates and p values from Mixed Effects Model for a crossover trial with multiple baselines. 
+SAEs were reported in two participants (3%) during the lorundrostat treatment period and none during the placebo treatment period. TEAEs leading to discontinuation occurred in one participant (2%) during the placebo treatment period and in two participants (3%) during the lorundrostat treatment period. 
+During lorundrostat treatment, one participant discontinued treatment due to elevation of potassium associated with reduced eGFR, and one participant discontinued treatment due to reduction in eGFR alone. During the lorundrostat treatment period, an anticipated, modest decrease in mean eGFR was observed (-6.8% lorundrostat, -4.6% mL/min/1.73m 2 placebo-adjusted). Reduction in eGFR is also seen with other renin-angiotensin-aldosterone pathway inhibitors, including ACE inhibitors, ARBs, and MRAs. This is the result of a reduction in the deleterious over-perfusion of glomeruli due, in part, to reduced BP. 
+These findings add to a growing body of evidence supporting the efficacy and safety of ASIs in addressing the underlying mechanisms of hypertension, including in individuals with reduced kidney function and albuminuria. The reduction in UACR observed in this trial is consistent with the potential of lorundrostat to have renal protective effects. 
+Explore-OSA Clinical Trial Results 
+Efficacy, Safety, and Tolerability Results 
+The Explore-OSA trial was a Phase 2, randomized, double-blind, placebo-controlled, two-period, two-sequence (2x2) crossover, exploratory trial that evaluated the safety and efficacy of lorundrostat 50 mg QD administered in the evening in 48 participants with hypertension and moderate-to-severe OSA. Participants were at least 18 years old, with a systolic BP ≥ 130 mmHg and ≤ 180 mmHg, with a body mass index (BMI) ≥27 kg/m 2 . 
+The primary endpoint of the trial was absolute change from baseline in AHI after four weeks of active treatment compared to placebo. After four weeks of treatment, lorundrostat 50 mg dosed in the evening did not demonstrate a clinically meaningful difference relative to placebo on the AHI, the primary endpoint. The trial demonstrated a clinically meaningful reduction in BP at week four, with an 11.1 mmHg (p < 0.0001) and a 1.0 mmHg (p = NS) BP reduction with lorundrostat and placebo, respectively, in the pre-planned parallel arm analysis of the first period. There was a 6.2 mmHg placebo-adjusted reduction (p < 0.0003) in BP in the crossover analysis. 
+Lorundrostat demonstrated a favorable safety profile and was well tolerated, with no serum potassium excursions above 5.5 mmol/L. Analysis is ongoing for other endpoints in the trial and may be reported in future publications or medical meetings. 
+Our Team and Investors 
+Founded by Catalys Pacific in 2019, we are led by an experienced management team with diverse backgrounds and significant experience in drug discovery, development, and company building. Our management team consists of industry veterans with extensive experience at pharmaceutical companies such as Merck, Novartis, ProQR, Sanifit, Teva, and Vertex. Together, our team has a proven track record in the discovery, development, and commercialization of numerous approved therapeutics. Since inception, we have raised aggregate gross proceeds of approximately $1.1 billion from the sale of the Company’s common stock, convertible preferred stock, pre-funded warrants, and convertible notes. 
+License Agreement with Tanabe 
+In July 2020, we entered into the Tanabe License with Tanabe, pursuant to which Tanabe granted us an exclusive, worldwide, royalty-bearing, sublicensable license under Tanabe’s patent and other intellectual 
+-10- 
+property rights to exploit products incorporating lorundrostat (formerly MT-4129) (Lorundrostat Products) for the prevention, treatment, diagnosis, detection, monitoring, or predisposition testing with respect to indications, diseases, and conditions in humans (the Field). Pursuant to the Tanabe License, we paid Tanabe a $1.0 million upfront fee and development milestone payments of $9.0 million in the aggregate. We have remaining obligations to pay Tanabe commercial milestone payments of up to $155.0 million in the aggregate upon first commercial sale and upon meeting certain annual sales targets, as well as additional commercial milestone payments of up to $10.0 million for a second indication. Additionally, we are obligated to pay Tanabe tiered royalties at percentages ranging from the mid-single-digits to ten percent (10%) of aggregate net sales of each Lorundrostat Product on a Lorundrostat Product-by-Lorundrostat Product and country-by-country basis, until the later of (i) the expiration of the last-to-expire valid Tanabe patent claim covering a Lorundrostat Product, (ii) ten years from the first commercial sale of a Lorundrostat Product, or (iii) the expiration of regulatory exclusivity in such country. Such royalties are subject to reduction under specified conditions, including lack of patent coverage and generic competition. 
+We are obligated to use commercially reasonable efforts to conduct and complete the development activities and to file for regulatory approval for at least one Lorundrostat Product in a major market country and consider in good faith developing at least one Lorundrostat Product in a non-major market country. If we elect to sublicense our rights under the Tanabe License to a third party with respect to exploitation of lorundrostat or any Lorundrostat Product in certain countries in Asia, we have agreed to negotiate such a sublicense first, for a specified period of time, with Tanabe, if Tanabe notifies us that it would like to obtain such a sublicense. We also agreed not to commercialize any competing product prior to three years following the first commercial sale of the first Lorundrostat Product in any country without Tanabe’s prior consent. 
+Unless terminated earlier, the Tanabe License will continue until the expiration of all of our royalty obligations to Tanabe. We may terminate the Tanabe License for any or no reason upon 90 or 180 days’ prior written notice to Tanabe, depending on whether the Lorundrostat Product has received regulatory approval. Tanabe may terminate the Tanabe License if we or our affiliates or sublicensees initiate a challenge to the patent rights licensed to us by Tanabe. In addition, either party may terminate the Tanabe License in the event of an uncured material breach by or bankruptcy of the other party, subject to certain notice and cure periods, or upon the other party’s bankruptcy or insolvency. 
+Manufacturing 
+We do not own or operate manufacturing facilities for the production of lorundrostat, nor do we have plans to develop our own manufacturing operations in the foreseeable future. We currently depend on third-party contract manufacturers for our required raw materials, active pharmaceutical ingredients, and finished product candidates for our clinical trials. We currently employ internal resources and third-party consultants to manage our manufacturing contractors. 
+Sales and Marketing 
+We have not yet defined our sales, marketing, or product distribution strategy for lorundrostat because it is still in clinical development and pending regulatory approval. Our commercial strategy may include the use of strategic partners, distributors, a contract sales force, or the establishment of our own commercial sales force. We plan to further evaluate these alternatives as we approach approval for lorundrostat, if any. 
+Competition 
+The biopharmaceutical industry is characterized by rapidly advancing technologies, intense competition, and a strong emphasis on proprietary and novel products and product candidates. Lorundrostat, if approved, may address multiple markets. Ultimately, the disease(s) lorundrostat targets and for which it may receive marketing authorization will determine our competition. There are competing programs under development by other companies for our initially targeted indication of hypertension. Lorundrostat, if approved, will have to compete with existing therapies and new therapies that may become available in the future. We face 
+-11- 
+potential competition from many different sources, including larger and better-funded pharmaceutical, biopharmaceutical, biotechnological, and therapeutics companies. In many cases, the companies with competing programs will have access to greater financial, technical, manufacturing, marketing, sales, and supply resources, will have more expertise and experience than us, and may be more advanced in those programs. Moreover, we may also compete with universities and other research institutions that may be active in research in our target indications and could be in direct competition with us. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. 
+We believe our current and future competition can be grouped into three broad categories: 
+• companies working to develop ASIs, including AstraZeneca, Boehringer Ingelheim, Damian Pharma, and CORXEL; 
+• companies commercializing or developing branded products with other mechanisms of action, such as non-steroidal MRAs, endothelin receptor antagonists, and angiotensinogen-directed therapies, including Roche/Alnylam, Idorsia, Ionis, Bayer, Daiichi Sankyo, Azurity, and George Medicines; and 
+• companies selling low-cost generic standard of care drug classes such as ARBs, ACE inhibitors, diuretics, beta blockers, alpha blockers, vasodilators, and MRAs. 
+If we successfully obtain approval for lorundrostat or any future product candidate, we believe that the key competitive factors that will affect the success of lorundrostat will be efficacy, safety, tolerability, convenience, price, and the availability of reimbursement from government and other third-party payors relative to such competing products. Our commercial opportunity could be reduced or eliminated if its competitors have products that are superior in one or more of these categories. 
+Intellectual Property 
+Intellectual property, including patents, trade secrets, know-how, trademarks, and copyrights, is important to our business. Our commercial success depends in part on our ability to obtain and maintain proprietary intellectual property protection for our product candidate, lorundrostat, as well as for future product candidates and novel discoveries, product development technologies, and know-how. Our commercial success also depends in part on our ability to operate without infringing on the proprietary rights of others and to prevent others from infringing our proprietary rights. Our policy is to develop and maintain protection of our proprietary position by, among other methods, licensing or filing U.S. and foreign patents and applications relating to our product candidates, technology, inventions, and improvements that are important to the development and implementation of our business. 
+Our patent portfolio is built with the goal of establishing broad protection that generally includes, for the product candidate compound, claims directed to composition of matter, pharmaceutical compositions or formulations, methods of synthesis, and methods of treatment using such pharmaceutical compositions or formulations. We are seeking and maintaining patent protection in the United States and key foreign jurisdictions where we intend to market lorundrostat. Our patent portfolio includes a combination of patents and pending patent applications solely owned by us, patents and pending patent applications licensed from Tanabe, and pending patent applications jointly owned with Tanabe. As of February 26, 2026, our patent portfolio comprises 16 distinct patent families protecting our technology relating to lorundrostat and its synthetic intermediates, methods of synthesizing lorundrostat and related compounds, various formulations of lorundrostat products, as well as methods of treating diseases with lorundrostat and related compounds. As of February 26, 2026, our portfolio of exclusively licensed patents and pending patent applications consists of four granted U.S. patents; one pending U.S. reissue application; two pending U.S. patent applications; one granted European patent that has been validated in Austria, Belgium, Czechia, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Liechtenstein, Netherlands, Norway, Poland, Portugal, Spain, Sweden, Turkey, and the United Kingdom; one granted European patent that has been validated in France, Germany, Italy, Spain, 
+-12- 
+and the United Kingdom; three pending European patent applications; four granted Japanese patents; two pending Japanese patent applications; one granted Canadian patent; one pending Canadian patent application; one granted Australian patent; one granted Brazilian patent; two pending Brazilian applications; one granted Chinese patent; two pending Chinese patent applications; one pending Israeli patent application; one granted Indian patent; one granted Indonesian patent; one granted Korean patent; one pending Korean patent application; one granted Malaysian patent; one granted Mexican patent; one pending Philippines patent application; two granted Russian patents; one granted Singaporean patent; one granted Taiwanese patent; one pending Thai application; and one granted Vietnamese patent. 
+Our portfolio of wholly owned pending patent applications consists of two pending Australian patent applications; one pending Brazilian patent application; four pending Canadian patent applications; one pending Chinese patent application; five pending European patent applications; five pending Japanese patent applications; three pending Korean patent applications; three pending Malaysian patent applications; two pending New Zealand patent applications; three pending Singaporean patent applications; six pending U.S. patent applications; one pending Vietnamese patent application; four pending PCT International Applications; five pending Taiwanese patent applications; three pending Thai patent applications; and five pending U.S. provisional patent applications. 
+Our portfolio of jointly owned pending patent applications consists of one pending Canadian patent application; one pending Chinese patent application; two pending European patent applications; two pending Indonesian patent applications; two pending Japanese patent applications; two pending Malaysian patent applications; two pending Korean patent applications; two pending Philippines patent applications; two pending Singaporean patent applications; one pending Taiwanese patent application; two pending Thai patent applications; two pending U.S. patent applications; two pending Vietnamese patent applications; and one pending PCT International Application. 
+Granted patents and pending applications in our portfolio of exclusively licensed patents and pending patent applications, if granted, have nominal expiration dates ranging from 2035 to about 2042, without accounting for any available patent term adjustments or extensions. Pending applications in our portfolio of wholly and jointly owned pending patent applications have nominal expiration dates ranging from 2041 to about 2046, without accounting for any available patent term adjustments or extensions. If filed and subsequently granted, patent applications claiming priority to pending U.S. Provisional Applications in our portfolio of wholly and jointly owned pending patent applications will have expiration dates ranging from 2045 to about 2046, without accounting for any available patent term adjustments or extensions. 
+The term of individual patents in our portfolio depends upon the legal term of patents in the countries in which they are obtained. In most countries in which we file, including the United States, the patent term is 20 years from the earliest date of filing a non-provisional patent application. In the United States, the term of a patent may be eligible for patent term adjustment, which permits patent term restoration as compensation for delays incurred at the United States Patent and Trademark Office (USPTO) during the patent prosecution process. In addition, for patents that cover an FDA-approved drug, the Drug Price Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Act, permits a patent term extension of up to five years beyond the expiration of the patent. While the length of the patent term extension is related to the length of time the drug is under regulatory review, patent term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval, and only one patent per approved drug may be extended under the Hatch-Waxman Act. Similar provisions are available in Europe and other foreign jurisdictions to extend the term of a patent that covers an approved drug. In the future, if and when our products receive FDA approval, we expect to apply for patent term extensions on patents covering those products. We plan to seek any available patent term extension to any granted patents we may be granted in any jurisdiction where such extensions are available; however, there is no guarantee that the applicable authorities, including the FDA in the United States, will agree with our assessment of whether such extensions should be granted, and if granted, the length of such extensions. 
+-13- 
+The patent positions of companies like ours are generally uncertain and involve complex legal and factual questions. The relevant patent laws and their interpretation outside of the United States are also uncertain. Changes in either the patent laws or their interpretation in the United States and other countries may diminish our ability to protect our technology or product candidates and could affect the value of such intellectual property. In particular, our ability to stop third parties from making, using, selling, offering to sell, or importing products that infringe our intellectual property will depend in part on our success in obtaining and enforcing patent claims that cover our technology, inventions, and improvements. We cannot guarantee that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications we may file in the future, nor can we be sure that any patents that may be granted to us in the future will be commercially useful in protecting our products, the methods of use or manufacture of those products. Moreover, granted patents do not guarantee the right to practice our technology in relation to the commercialization of our products. Granted patents only allow us to block potential competitors from practicing the claimed inventions of the granted patents. 
+Further, patents and other intellectual property rights in the pharmaceutical and biotechnology space are evolving and involve many risks and uncertainties. For example, third parties may have blocking patents that could be used to prevent us from commercializing our product candidates and practicing our proprietary technology, and our granted patents may be challenged, invalidated, or circumvented, which could limit our ability to stop competitors from marketing related products or could limit the term of patent protection that otherwise may exist for our product candidates. In addition, the scope of the rights granted under any granted patents may not provide us with protection or competitive advantages against competitors with similar technology. Furthermore, our competitors may independently develop similar technologies that are outside the scope of the rights granted under any granted patents. For these reasons, we may face competition with respect to our product candidates. Moreover, because of the extensive time required for development, testing, and regulatory review of a potential product, it is possible that, before any particular product candidate can be commercialized, any patent protection for such product may expire or remain in force for only a short period following commercialization, thereby reducing the commercial advantage the patent provides. 
+We may also rely on trade secrets relating to our discovery programs and product candidates, and seek to protect and maintain the confidentiality of proprietary information to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. It is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers, and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us, and for employees and consultants to enter into invention assignment agreements with us. These agreements provide that all confidential information developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific circumstances. Where applicable, the agreements provide that all inventions to which the individual contributed as an inventor shall be assigned to us, and as such, will become our property. There can be no assurance, however, that these agreements will provide meaningful protection or adequate remedies for our trade secrets in the event of unauthorized use or disclosure of such information. 
+Further, we have and will continue to pursue trademark protection for our company name and brand. Since December 2022, we have owned four registered trademarks in the United States and foreign jurisdictions relating to the registered trademark “MINERALYS.” 
+Government Regulation 
+Government authorities in the United States, at the federal, state, and local level, and in other countries extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and export and import of products such as those we are developing. A new drug must be approved by the FDA through the NDA process before it may be legally marketed in the United States. 
+-14- 
+U.S. Drug Development Process 
+In the United States, the FDA regulates drugs under the federal Food, Drug, and Cosmetic Act (FDCA), the Public Health Service (PHS) Act, and implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, and local statutes and regulations require the expenditure of substantial time and financial resources. The process required by the FDA before a drug may be marketed in the United States generally involves the following: 
+• completion of preclinical laboratory tests, animal studies, and formulation studies in accordance with Good Laboratory Practice regulations (GLPs) and other applicable regulations; 
+• submission to the FDA of an IND, which must become effective before human clinical trials may begin; 
+• approval by an independent institutional review board (IRB), or ethics committee (EC) at each clinical site before each trial may be initiated; 
+• performance of adequate and well-controlled human clinical trials in accordance with Good Clinical Practice regulations (GCPs) to evaluate the safety and efficacy of the product candidate for its intended use; 
+• submission to the FDA of an NDA after completion of all pivotal trials; 
+• satisfactory completion of an FDA advisory committee review, if applicable; 
+• satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with current Good Manufacturing Practice (cGMP) requirements to assure that the facilities, methods, and controls are adequate to preserve the drug’s identity, strength, quality, and purity, and of potential inspection of selected clinical investigation sites to assess compliance with GCPs; and 
+• FDA review and approval of the NDA to permit commercial marketing of the product for particular indications for use in the United States. 
+Once a product candidate is identified for development, it enters the preclinical testing stage. Preclinical tests include laboratory evaluations of product chemistry, toxicity, and formulation, as well as animal studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information and analytical data, to the FDA as part of an IND. An IND is a request for authorization from the FDA to administer an investigational drug product (including biological products) to humans. An IND will also include a protocol detailing, among other things, the objectives of the clinical trial, the parameters to be used in monitoring safety, and the effectiveness criteria to be evaluated, if the trial includes an efficacy evaluation. Some preclinical testing may continue even 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, places the clinical trial on a clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds also may be imposed by the FDA at any time before or during clinical trials due to safety concerns about ongoing or proposed clinical trials or non-compliance with specific FDA requirements, and the trials may not begin or continue until the FDA notifies the sponsor that the hold has been lifted. 
+All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCPs, which include the requirement that all research participants provide their informed consent in writing for their participation in any clinical trial. Clinical trials must be conducted under protocols detailing the objectives of the trial, dosing procedures, subject selection and exclusion criteria and the safety and effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND, and a separate submission to the existing IND must be made for each successive clinical trial conducted during 
+-15- 
+product development and for any subsequent protocol amendments. While the IND is active, progress reports summarizing the results of the clinical trials and nonclinical studies performed since the last progress report, among other information, must be submitted at least annually to the FDA, and written IND safety reports must be submitted to the FDA and investigators for serious and unexpected suspected adverse events, findings from other studies suggesting a significant risk to humans exposed to the same or similar drugs, findings from animal or in vitro testing suggesting a significant risk to humans, and any clinically important increased incidence of a serious suspected adverse reaction compared to that listed in the protocol or investigator brochure. 
+Furthermore, an independent IRB at each institution participating in the clinical trial must review and approve each protocol before a clinical trial commences at that institution and must also approve the information regarding the trial and the consent form that must be provided to each trial subject or his or her legal representative, monitor the study until completed and otherwise comply with IRB regulations. The FDA or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the research participants or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to participants. In addition, some clinical trials are overseen by an independent group of qualified experts organized by the sponsor, known as a data safety monitoring board or committee. Depending on its charter, this group may determine whether a trial may move forward at designated checkpoints based on access to certain data from the trial. There are also requirements governing the reporting of ongoing clinical studies and clinical study results to public registries, including clinicaltrials.gov. 
+Human clinical trials are typically conducted in three sequential phases that may overlap or be combined: 
+• Phase 1: The product candidate is initially introduced into healthy human participants and tested for safety, dosage tolerance, absorption, metabolism, distribution, and excretion and, if possible, to gain an early indication of its effectiveness. 
+• Phase 2: The product candidate is administered to a limited patient population with a specified disease or condition to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product candidate for specific targeted diseases, and to determine dosage tolerance and appropriate dosage. 
+• Phase 3: The product candidate is administered to an expanded patient population to further evaluate dosage, to provide substantial evidence of 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 product candidate and provide an adequate basis for product labeling. 
+Post-approval trials, sometimes referred to as Phase 4 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. In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of an NDA. 
+During the development of a new drug or biologic, sponsors are given opportunities to meet with the FDA at certain points. Generally, these points may be prior to submission of an IND, at the end of Phase 2, and before an NDA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date, for the FDA to provide advice, and for the sponsor and the FDA to reach agreement on the next phase of development. 
+Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance with cGMPs. The manufacturing 
+-16- 
+process must be capable of consistently producing quality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength, quality, and purity of the final drug. In addition, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life. 
+U.S. Review and Approval Process 
+The results of product development, preclinical and other nonclinical studies, and clinical trials, along with descriptions of the manufacturing process, analytical testing performed on the chemistry, strength and purity of the drug, proposed labeling, and other relevant information, are submitted to the FDA as part of an NDA requesting approval to market the product. The submission of an NDA is subject to the payment of substantial user fees, although waivers or reductions may be available in certain limited circumstances. 
+The FDA conducts a preliminary review of all NDAs within the first 60 days after submission, before accepting them for filing, to determine whether they are sufficiently complete to permit substantive review. In certain cases, such as when additional administrative components or user‑fee‑related materials are included, the FDA may operate under an extended timeline and issue its filing decision and related communication within 74 days of submission. The FDA may request additional information rather than accept an NDA for filing. In this event, the NDA must be resubmitted with the additional information. The resubmitted application is also subject to review before the FDA accepts it for filing. Once filed, the FDA reviews an NDA to determine, among other things, safety and efficacy for its intended use and whether its manufacturing is cGMP-compliant to assure and preserve the product’s quality and purity. Under the PDUFA guidelines that are currently in effect, the FDA has a goal of ten months from the date of “filing” of a standard NDA for a new molecular entity to review and act on the submission. This review typically takes twelve months from the date the NDA is submitted to the FDA because the FDA has approximately two months to make a “filing” decision after the application is submitted. 
+The FDA may refer an application for a novel drug or therapeutic biological product to an advisory committee. An advisory committee is a panel of independent experts, including clinicians and other scientific experts, that reviews, evaluates, and provides a recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions. Before approving an NDA, the FDA will typically inspect the facility or facilities where the product is manufactured. Additionally, before approving an NDA, the FDA may inspect one or more clinical trial sites to assure compliance with GCPs. 
+After the FDA evaluates a marketing application and conducts inspections of manufacturing facilities where the investigational product and/or its drug substance will be produced, the FDA may issue an approval letter or a Complete Response Letter (CRL). An approval letter authorizes commercial marketing of the drug with prescribing information for specific indications. A CRL indicates that the review cycle of the application is complete, and the application will not be approved in its present form. A CRL usually describes the specific deficiencies in the NDA identified by the FDA and may require additional clinical data, such as an additional clinical trial or other significant and time-consuming requirements related to clinical trials, nonclinical studies, or manufacturing. If a CRL is issued, the applicant must resubmit the NDA to address all of the deficiencies identified in the letter or withdraw the application. Even if such data and information are submitted, the FDA may decide that the NDA does not satisfy the criteria for approval. 
+If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict the commercial value of the product. In addition, the FDA may require a sponsor to conduct Phase 4 testing, which involves clinical trials designed to further assess a drug’s safety and effectiveness after NDA approval, and may require testing and surveillance programs to monitor the safety of approved products that have been commercialized. The FDA may also place other conditions on approval, including the requirement for a risk evaluation and mitigation strategy (REMS), to assure the safe use of the drug. If the FDA concludes a REMS is needed, the applicant of the NDA must submit a proposed REMS. The FDA will not approve the marketing application without an approved REMS, if required. A REMS could include medication guides, physician communication plans, or 
+-17- 
+elements to assure safe use, such as restricted distribution methods, patient registries, and other risk minimization tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription, or dispensing of products. 
+In addition, the Pediatric Research Equity Act (PREA) requires a sponsor to conduct pediatric clinical trials for most drugs, for a new active ingredient, new indication, new dosage form, new dosing regimen, or new route of administration. Under PREA, original NDAs, and supplements to them, must contain a pediatric assessment unless the sponsor has received a deferral or waiver. The required assessment must evaluate the safety and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The sponsor or FDA may request a deferral of pediatric clinical trials for some or all of the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the drug is ready for approval for use in adults before pediatric clinical trials are complete or that additional safety or effectiveness data needs to be collected before the pediatric clinical trials begin. The FDA must send a non-compliance letter to any sponsor that fails to submit the required assessment, keep a deferral current, or submit a request for approval of a pediatric formulation. 
+Orphan Drug Designation 
+Under the Orphan Drug Act, the FDA may grant orphan designation to a drug intended to treat a rare disease or condition, which is a disease or condition that affects fewer than 200,000 individuals in the United States or, if it affects more than 200,000 individuals in the United States, there is no reasonable expectation that the cost of developing and making a drug product available in the United States for this type of disease or condition will be recovered from sales of the product. Orphan designation must be requested before submitting an NDA. After the FDA grants orphan designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan designation does not convey any advantage in or shorten the duration of the regulatory review and approval process. 
+If a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same disease or condition for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity or inability to manufacture the product in sufficient quantities. The designation of such drug also entitles a party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages, and user-fee waivers. However, competitors may receive approval of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for a different indication for which the orphan product has exclusivity. Orphan exclusivity also could block the approval of a competing product for seven years if a competitor obtains approval of the “same drug,” as defined by the FDA, or if a product candidate is determined to be contained within the competitor’s product for the same disease or condition. In addition, if an orphan-designated product receives marketing approval for an indication broader than what is designated, it may not be entitled to orphan exclusivity. 
+Expedited Development and Review Programs 
+The FDA has a number of programs intended to expedite the development or review of a marketing application for a new drug. For example, the fast-track designation program is intended to expedite or facilitate the process of developing and reviewing product candidates that meet certain criteria. Specifically, investigational drugs are eligible for fast-track designation if they are intended to treat a serious or life-threatening disease or condition and demonstrate the potential to address unmet medical needs for the disease or condition. The sponsor of a fast-track product candidate has opportunities for more frequent interactions with the applicable FDA review team during product development and, once an NDA is submitted, the product candidate may be eligible for priority review. With regard to a fast-track product candidate, the FDA may review sections of a marketing application on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the submission of the sections of the application, the FDA agrees to accept 
+-18- 
+sections of the application and determines that the schedule is acceptable, and the sponsor pays any required user fees upon first submission of the section(s) of the NDA. 
+A product candidate intended to treat a serious or life-threatening disease or condition may also be eligible for breakthrough therapy designation to expedite its development and review. A product candidate can receive breakthrough therapy designation if preliminary clinical evidence indicates that the product candidate, alone or in combination with one or more other drugs or biologics, may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. The designation includes all of the fast-track program features, as well as more intensive FDA interaction and guidance beginning as early as Phase 1 and an organizational commitment to expedite the development and review of the product candidate, including involvement of senior managers. 
+Any product candidate submitted to the FDA for approval, including a product candidate with a fast-track designation or breakthrough designation, may also be eligible for other types of FDA programs intended to expedite development and review, such as priority review and accelerated approval. An NDA is eligible for priority review if the product candidate is designed to treat a serious condition, and if approved, would provide a significant improvement in safety or efficacy compared to marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug or biologic designated for priority review in an effort to facilitate the review. The FDA endeavors to review applications with priority review designations within six months of the filing date as compared to ten months for standard review under its current PDUFA review goals. 
+In addition, a product candidate may be eligible for accelerated approval. Drug products (including biologics) intended to treat serious or life-threatening diseases or conditions may be eligible for accelerated approval upon a determination that the product candidate has an effect on a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval perform adequate and well-controlled confirmatory clinical trials. Drugs receiving accelerated approval may be subject to expedited withdrawal procedures if the sponsor fails to conduct the required confirmatory trials in a timely manner or if such trials fail to verify the predicted clinical benefit. In addition, the FDA currently requires as a condition of accelerated approval pre-approval of promotional materials, which could adversely impact the timing of the commercial launch of the product. 
+Fast-track designation, breakthrough therapy designation, priority review, and accelerated approval do not change the standards for approval but may expedite the development or approval process. Even if a product candidate qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or decide that the time period for FDA review or approval will not be shortened. 
+Post-Approval Requirements 
+Any products manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to record-keeping, reporting of adverse experiences, supply chain security, reporting of permanent discontinuance or interruptions in supply, other periodic reporting, product sampling and distribution, and advertising and promotion of the product. After approval, most changes to the approved product, such as adding new indications, certain manufacturing changes, and additional labeling claims, are subject to further FDA review and approval. Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMPs and other laws and regulations. Changes to the manufacturing process are strictly regulated, and, depending on the significance of the change, 
+-19- 
+may require prior FDA approval before being implemented. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain compliance with cGMPs and other aspects of regulatory compliance. 
+The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of requirements for post-market studies or clinical studies to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things: 
+• restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market, or product recalls; 
+• fines, warning letters, or untitled letters; 
+• clinical holds on clinical studies; 
+• refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of product approvals; 
+• product seizure or detention, or refusal to permit the import or export of products; 
+• consent decrees, corporate integrity agreements, debarment or exclusion from federal healthcare programs; 
+• mandated modification of promotional materials and labeling and the issuance of corrective information; 
+• the issuance of safety alerts, Dear Healthcare Provider letters, press releases, and other communications containing warnings or other safety information about the product; or 
+• injunctions or the imposition of civil or criminal penalties. 
+In addition, the FDA closely regulates the marketing, labeling, advertising, and promotion of drug products. A company can make only those claims relating to safety and efficacy that are approved by the FDA and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses. Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective advertising, and potential civil and criminal penalties. Physicians may prescribe legally available products for uses that are not described in the product’s labeling and that differ from those tested by us and approved by the FDA. Such off-label uses are common across medical specialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturers’ communications on the subject of off-label use of their products. 
+Marketing Exclusivity 
+Market exclusivity provisions under the FDCA can delay the submission or the approval of certain marketing applications. In the context of smaller molecule new drugs, the FDCA provides a five-year period of non-patent data exclusivity within the United States to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible for the action of the drug substance. During the exclusivity period, the FDA may not accept for review an abbreviated new drug 
+-20- 
+application (ANDA), or an NDA submitted under Section 505(b)(2) (505(b)(2) NDA) submitted by another company for another drug based on the same active moiety, regardless of whether the drug is intended for the same indication as the original innovative drug or for another indication, where the applicant does not own or have a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or non-infringement to one of the patents listed with the FDA by the innovator NDA holder. 
+The FDCA alternatively provides three years of marketing exclusivity for an NDA, or supplement to an existing NDA if new clinical investigations, other than bioavailability studies, that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, for example, new indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the modification for which the drug received approval on the basis of the new clinical investigations and does not prohibit the FDA from approving ANDAs or 505(b)(2) NDAs for drugs containing the active agent for the original indication or condition of use. Five-year and three-year exclusivity will not delay the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct, or obtain a right of reference to, all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness. 
+Pediatric exclusivity is another type of marketing exclusivity available in the United States. Pediatric exclusivity provides for an additional six months of marketing exclusivity attached to another period of exclusivity if a sponsor conducts clinical trials in children in response to a written request from the FDA. The issuance of a written request does not require the sponsor to undertake the described clinical trials. 
+Other Healthcare Laws 
+Pharmaceutical companies and developers and manufacturers of therapeutic biological products are subject to additional healthcare regulation and enforcement by the federal government and by authorities in the states and foreign jurisdictions in which they conduct their business and may constrain the financial arrangements and relationships through which we research as well as sell, market, and distribute any products for which we obtain marketing approval. Such laws include, without limitation, federal and state anti-kickback, fraud and abuse, false claims, data privacy and security, and physician and other healthcare provider transparency laws and regulations. If our significant operations are found to be in violation of any of such laws or any other governmental regulations that apply, they may be subject to penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of operations, integrity oversight and reporting obligations, exclusion from participation in federal and state healthcare programs and imprisonment. 
+Coverage and Reimbursement 
+Sales of any product depend, in part, on the extent to which such product will be covered by third-party payors, such as federal, state, and foreign government healthcare programs, commercial insurance, and managed healthcare organizations, and the level of reimbursement for such product by third-party payors. Decisions regarding the extent of coverage and amount of reimbursement to be provided are made on a plan-by-plan basis. The coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our products to each payor separately, with no assurance that coverage and adequate reimbursement will be obtained. These third-party payors are increasingly reducing reimbursements for medical products, drugs, and services. In addition, the U.S. government, state legislatures, and foreign governments have continued implementing cost-containment programs, including price controls, restrictions on coverage and reimbursement, and requirements for substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit sales of any product. Decreases in third-party reimbursement for any product or a decision by a third-party payor not to cover a product could reduce physician usage and patient demand for the product and also have a material adverse effect on sales. 
+-21- 
+Healthcare Reform 
+In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, each as amended, collectively known as the ACA, was enacted, which substantially changed the way healthcare is financed by both governmental and private insurers, and significantly affected the pharmaceutical industry. The ACA contains a number of provisions, including those governing enrollment in federal healthcare programs, reimbursement adjustments, and changes to fraud and abuse laws. By way of example, the ACA: 
+• increased the minimum level of Medicaid rebates payable by manufacturers of brand name drugs from 15.1% to 23.1% of the average manufacturer price; 
+• required collection of rebates for drugs paid by Medicaid managed care organizations; 
+• required manufacturers to participate in a coverage gap discount program, under which they must agree to offer 70 percent point-of-sale discounts off negotiated prices of applicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturers’ outpatient drugs to be covered under Medicare Part D; and 
+• imposed a non-deductible annual fee on pharmaceutical manufacturers or importers who sell “branded prescription drugs” to specified federal government programs. 
+Other legislative changes have been proposed and adopted in the United States since the ACA was enacted. On March 11, 2021, the American Rescue Plan Act of 2021 was signed into law, which eliminates the statutory Medicaid drug rebate cap, currently set at 100% of a drug’s average manufacturer price, or AMP, beginning January 1, 2024. On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law. Among other things, the IRA requires manufacturers of certain drugs to engage in price negotiations with Medicare (beginning in 2026), with prices that can be negotiated subject to a cap; imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation (first due in 2023); and replaces the Part D coverage gap discount program with a new discounting program (beginning in 2025). The IRA permits the Secretary of the Department of Health and Human Services (HHS) to implement many of these provisions through guidance, as opposed to regulation, for the initial years. While HHS has released guidance on a number of key provisions of the IRA (including Medicare drug rebates, Medicare drug pricing negotiation, and Part B and Part D prescription drug plans), it remains unclear how agencies will choose to implement the IRA and whether more formal rulemaking is forthcoming. 
+Moreover, there has recently been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries, proposed and enacted legislation, and executive orders issued by the President designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient assistance programs, and reform government program reimbursement methodologies for drug products. Individual states in the United States have also become increasingly active in implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access, and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. 
+Employees 
+As of December 31, 2025, we had 76 full-time employees, of whom 39 were primarily engaged in research and development. None of our employees are represented by a labor union, and we consider our employee relations to be good. 
+-22- 
+Corporate Information 
+We were incorporated under the laws of the State of Delaware in May 2019 as Catalys SC1, Inc. and we subsequently changed our name to Mineralys Therapeutics, Inc. Our mailing address is 150 N. Radnor Chester Rd, Suite F200, Radnor, PA 19087 and our telephone number is 888-378-6240. 
+Available Information 
+Our website address is www.mineralystx.com. Our investor relations website is located at https://www.ir.mineralystx.com. We make available free of charge on our investor relations website under “SEC Filings” our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, our directors’ and officers’ Section 16 reports, and any amendments to those reports as soon as reasonably practicable after filing or furnishing such materials to the SEC. They are also available for free on the SEC’s website at www.sec.gov. 
+We use our investor relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should monitor such website, in addition to following our press releases, SEC filings, and public conference calls and webcasts. Information relating to our corporate governance is also included on our investor relations website. The information in or accessible through the SEC and our website are not incorporated into, and are not considered part of, this filing. 
+Information about our Executive Officers 
+The following table sets forth information concerning our executive officers. 
+Name Age Position 
+Jon Congleton 62 President, Chief Executive Officer, and Director 
+Adam Levy 47 Chief Financial Officer and Secretary 
+David Rodman, M.D. 70 Chief Medical Officer 
+Eric Warren, R.Ph. 53 Chief Commercial Officer 
+Jon Congleton has served as our President and Chief Executive Officer and as a member of our board of directors since November 2020. Previously, Mr. Congleton was the Chief Executive Officer of Impel NeuroPharma, Inc. from September 2017 to May 2020. Prior to that, he served as the Chief Executive Officer and as a director of Nivalis Therapeutics, Inc. from January 2015 to February 2017. Mr. Congleton was previously at Teva Pharmaceutical Industries, Ltd. (Teva) from November 1996 to December 2014, where over 18 years he held positions in general management and global strategic marketing, including Senior Vice President of Teva’s Global Central Nervous System Disorders from April 2013 to December 2014, Senior Vice President of the Global Medicine Group from November 2011 to April 2013, and General Manager of Teva Neuroscience, Inc. in the United States. Prior to joining Teva, Mr. Congleton spent ten years in a variety of commercial roles with predecessor companies of Sanofi. Mr. Congleton earned a B.S. in marketing from Kansas State University. Mr. Congleton’s knowledge of our business and his extensive executive experience at multiple biopharmaceutical companies contributed to our board of directors’ conclusion that he should serve as a director of our company. 
+Adam Levy has served as our Chief Financial Officer since March 2022 and as our Chief Business Officer from March 2022 through January 4, 2024. Mr. Levy also serves as a member of the board of directors of Praxis Bioresearch. Previously, he was the Chief Financial Officer at Sanifit Therapeutics until the company was acquired by Vifor Pharma in 2022. Previously, Adam served as the Chief Business Officer at Brickell Biotech from 2019 to 2020 and led the organization’s financial operations transition as it became a publicly listed company on Nasdaq. Prior to that, he served as the Chief Business Officer at miRagen Therapeutics from 2016 to 2019, where he was responsible for a variety of functions including financial strategy, investor relations, business development, legal affairs, intellectual property, project and program management, and 
+-23- 
+human resources. Between 2000 and 2016, Mr. Levy held multiple investment banking positions at Merrill Lynch, Jefferies Group, and Wedbush Securities. Mr. Levy received a B.S. in Business Management and Marketing from Cornell University. 
+David Rodman, M.D. has served as our Chief Medical Officer since January 2021. Previously, Dr. Rodman served in various roles at miRagen, Vertex Pharmaceuticals Inc., and Novartis Institutes for BioMedical Research. Dr. Rodman was elected to the American Society for Clinical Investigation and named an Established Investigator and Fellow of the American Heart Association. Dr. Rodman received his medical degree from the University of Pennsylvania and was subsequently Board Certified in Internal Medicine, Pulmonary Medicine, and Critical Care Medicine at the University of Colorado. 
+Eric Warren, R.Ph. has served as our Chief Commercial Officer since April 2025. Previously, Mr. Warren was at Esperion Therapeutics, Inc., a commercial-stage biopharmaceutical company, where he most recently served as its Chief Commercial Officer from March 2022 to April 2025, and previously in roles as Vice President, US Sales and Marketing from January 2021 to March 2022. From August 2020 to January 2021, Mr. Warren was Vice President, Head of Sales and Marketing at Nabriva Therapeutics plc, a commercial-stage biopharmaceutical company. From April 2018 to August 2020, Mr. Warren held Vice President roles in marketing at Sanofi S.A., a pharmaceutical and healthcare company, in their cardiovascular franchise. Additionally, from May 2006 to April 2018, Mr. Warren held roles of increasing responsibility at Merck & Co., a pharmaceutical company. Mr. Warren holds a Bachelor of Science in Pharmacy and is a licensed pharmacist in New York State. 
+-24-

raw/filings/0001933414/2025/0001933414-26-000056/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+102

raw/filings/0001933567/2024/0001493152-25-010984/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001933567,NRXS,"Neuraxis, INC",2024,10-K,2025-03-20,2024-12-31,2025-03-20T12:00:36.000Z,0001493152-25-010984,form10-k.htm,,16227202,1,1,https://www.sec.gov/Archives/edgar/data/1933567/000149315225010984/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1933567/000149315225010984/

raw/filings/0001933567/2024/0001493152-25-010984/item13.txt

@@ -0,0 +1,4 @@
+Item
+13. 
+Certain Relationships and Related Transactions, and Director Independence 
+87

raw/filings/0001933567/2025/0001493152-26-011505/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001933567,NRXS,"Neuraxis, INC",2025,10-K,2026-03-19,2025-12-31,2026-03-19T11:00:34.000Z,0001493152-26-011505,form10-k.htm,10-K,13578669,1,1,https://www.sec.gov/Archives/edgar/data/1933567/000149315226011505/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1933567/000149315226011505/

raw/filings/0001933567/2025/0001493152-26-011505/item13.txt

@@ -0,0 +1,4 @@
+Item
+13. 
+Certain Relationships and Related Transactions, and Director Independence 
+89

raw/filings/0001934245/2024/0001641172-25-002840/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001934245,NWTG,"Newton Golf Company, Inc.",2024,10-K,2025-04-04,2024-12-31,2025-04-04T21:29:39.000Z,0001641172-25-002840,form10-k.htm,,6768921,1,1,https://www.sec.gov/Archives/edgar/data/1934245/000164117225002840/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1934245/000164117225002840/

raw/filings/0001934245/2024/0001641172-25-002840/item1.txt

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+Item
+1. Business 
+Overview 
+We
+are a technology-forward golf company, with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips,
+and other golf-related products. In consideration of its growth opportunities in shaft technologies, in April of 2022, we expanded our
+manufacturing business to include advanced premium golf shafts by opening a new shaft manufacturing facility in St. Joseph, Missouri.
+It is our intent to manufacture and assemble substantially all products in the United States as is economically feasible. We anticipate
+expansion into golf apparel and other golf-related product lines to enhance its growth. Our future expansions may include broadening
+its offerings through mergers, acquisitions or internal developments of product lines that are complementary to its premium brand. 
+We
+currently sell our products through our websites, resellers, and distributors in the United States, Japan, and South Korea. 
+Historical
+Development 
+We
+were formed in 2018 as Sacks Parente Golf, Inc., a Delaware limited liability company. On March 17, 2025 we converted into a Delaware
+corporation named Newton Golf Company, Inc. Pursuant to our Plan of Conversion, on March 17, 2025, all of the outstanding ownership interests
+in Sacks Parente Golf, Inc., and rights to receive such interest were converted into and exchanged for shares of capital stock of the
+newly formed Delaware corporation. We retroactively reflected the conversion as of the earliest periods presented herein. 
+On
+August 14, 2023, the Company entered into an underwriting agreement with The Benchmark Company for the purchase of shares of the Company’s
+common stock, in an offering of securities registered under an effective registration statement filed with the Securities and Exchange
+Commission. In the offering, the Company sold 10,667 shares of common stock, at a price of $1,200.00 per share. The offering closed on August
+17, 2023, and total proceeds received, net of fees, were $11,594,000 including an underwriting discount of 7% and a non-accountable expenses
+allowance of 1% based on the aggregate proceeds of the offering. The Company incurred expenses of $565,000 associated with our initial
+public offering, resulting in net proceeds for the Company of $11,029,000. 
+On
+October 8, 2024, the Company entered into an underwriting agreement with Aegis Capital Corp. as the sole underwriter relating to the
+offering, issuance and sale of up to 12,200 shares of the Company’s common stock at a public offering price of $60.00 per share.
+The offering closed on October 10, 2024. The net proceeds to the Company for the offering were $467,000, after deducting the underwriting
+discounts and commissions and estimated offering expenses. 
+On
+December 12, 2024, we entered into an underwriting agreement with Aegis Capital Corp. as the sole underwriter relating to the sale of
+up to 233,333 Common Units, each consisting of one (1) share of Common Stock, one (1) Series A Common Warrant to purchase one (1) share
+of Common Stock per warrant, and one (1) Series B Common Warrant to purchase one (1) share of Common Stock per warrant. The public offering
+price per Common Unit is $36.00. The initial exercise price of each Series A Common Warrant is $72.00 per share of Common Stock. The
+Series A Common Warrants are exercisable following stockholder approval and expire 60 months thereafter. The initial exercise price of
+each Series B Common Warrant is $72.00 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B
+Common Warrants are exercisable following stockholder approval and expire 30 months thereafter. The offering closed on December 13, 2024.
+The net proceeds to us for the offering were approximately $7,326,000, after deducting underwriting discounts and commissions and estimated
+offering expenses. 
+1 
+Reverse
+Stock Splits 
+On
+July 18, 2024, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of
+Delaware to affect a reverse stock split of the Company’s common stock at a ratio of 1-for-10 shares (the “First Reverse
+Stock Split”). The First Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on July 30, 2024 and the
+Company’s common stock began trading on The Nasdaq Capital Market on a post-split basis under its existing trading symbol. As
+a result of the First Reverse Split, every ten shares of common stock were automatically combined into one share of common stock.
+The authorized number of shares of common stock was not affected by the First Reverse Stock Split. No fractional shares were issued
+in connection with the First Reverse Stock Split, as all fractional shares were rounded up to the next whole share. 
+On
+March 4, 2025, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of
+Delaware to affect a reverse stock split of the Company’s common stock at a ratio of 1-for-30 shares (the “Second
+Reverse Stock Split”). The Second Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on March 17, 2025 and the
+Company’s common stock began trading on The Nasdaq Capital Market on a post-split basis under its existing trading symbol. All
+shares and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock splits
+for all periods presented. 
+Name
+Change 
+On
+March 11, 2025, the Company’s Board of Directors approved and, by written consent dated February 26, 2025, the holders of a majority
+of our common stock approved an amendment to our Certificate of Incorporation to change our name from Sacks Parente Golf, Inc. to Newton
+Golf Company, Inc. to better reflect its commitment to revolutionizing golf through advanced physics and precision engineering. The change
+to Newton Golf Company, Inc. became effective on March 17, 2025. 
+Going
+Concern 
+The
+accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement
+of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year
+ended December 31, 2024, the Company incurred a net loss of $11,752,000 and used cash in operations of $4,929,000. These factors raise
+substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements
+being issued. At December 31, 2024, the Company had cash and cash equivalents on hand in the amount of $7,650,000. 
+The
+Company expects its cash on hand on December 31, 2024, will last for at least the next 12 months. Should the Company need additional
+debt or equity financing in the future, no assurance can be given that any future financing will be available or, if available, that
+it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain
+undue restrictions on operations, in the case of debt financing or cause substantial dilution for stockholders, in case or equity financing. 
+Industry
+Overview 
+The
+golf equipment market size is estimated at USD 13.32 billion in 2023, and is expected to reach USD 17.64 billion by 2028, growing at
+a CAGR of 5.78% during the forecast period (2023-2028). 
+In
+recent years, there has been an increase in young golfers, causing equipment sales to rise. It is one of the significant factors driving
+golf equipment sales. The growing middle-class income and the increasing number of professional golfers over the last few years are contributing
+to the substantial increase in demand. The participation rate in pro-golf tournaments is increasing, especially among millennials, further
+boosting golf equipment sales worldwide. Based on a survey by the National Golf Foundation in 2021, golf is now played in 206 out of
+the 251 countries. There are around 38,000 golf courses in over 82% of countries worldwide. Globally, millions of people of all ages
+are attracted to golf, participating in the International Golf Federation’s programs and events. Including golf in the Olympic
+Games has contributed to a sudden increase in golfers worldwide. The market is highly impacted by product innovations carried out by
+key players and considerable investments in marketing and promotional activities to reach a broad customer base. With the substantial
+growth of the golf tourism industry, the market is anticipated to have a positive outlook in the coming years. European countries are
+investing heavily in Infrastructural developments of the game and hosting many international golf events and competitions. For instance,
+in October 2022, several golf courses in Portugal invested heavily in improvements, with some new courses opening and others being upgraded.
+Such investments in golf courses are further anticipated to boost the inflow of sports tourists and influence the market positively during
+the study period. 
+2 
+Rise
+in Demand for Golf Equipment from Asia-Pacific 
+The
+Asia-Pacific golf equipment market is driven by the rising popularity of golf in Japan, China, South Korea, and Thailand, among other
+countries. There has been phenomenal growth in the Asia-Pacific golf industry. During the next few years, the golf clothing and equipment
+market in the Asia-Pacific region is expected to grow, with major countries such as China, India, Australia, and Japan contributing to
+the market growth. Japan is one of the major countries in the Asia-Pacific region in terms of the number of golf players, owing to the
+rising awareness about golf and an increase in the golfer population in the country. According to the Ministry of Economy, Trade, and
+Industry (METI), the golfing population in Japan increased from 8.93 million in 2018 to approximately 10.3 million in 2021. As the population
+becomes more aware of sports and the disposable income of individuals rises, there is a strong likelihood that the regional market will
+continue to grow. In addition to already established international brands, the market in the region is being driven by a rise in the
+participation of gold tournaments and spending money and time on sports activities. Increasing media exposure to international golf events
+has aided the rise in the popularity of golf among the masses. This trend encourages the youth to play such sports, further boosting
+the sales of golf equipment in the region. 
+Source:
+https://www.mordorintelligence.com/industry-reports/golf-equipment-market 
+Markets 
+Our
+products are sold in the Americas, Asia and Europe. We sell our golf equipment products in the United States and internationally, directly
+via e-commerce, through distribution or subsidiaries, to wholesale customers, including pro-shops at golf courses and off-course retailers,
+sporting goods retailers, on-line retailers, third-party distributors, and through Club Champion Golf, the international leader in golf
+club fitting with strategic locations across the U.S. and internationally. We sell certain products to mass merchants, as well as directly
+to consumers through retail locations in Japan and have recently begun selling products in South Korea. We offer custom fitting programs
+online to help consumers find the best fit for their personal specifications. In addition, we sell to corporate customers who want certain
+customizations of our golf equipment. 
+Advertising
+and Marketing 
+Our
+marketing campaigns in connection with the NWTG brand are aimed to increase consumer awareness of the products and support our overall
+growth strategy. We will focus our advertising efforts mainly on television commercials, primarily on The Golf Channel and web-based
+digital, social media advertising, and printed advertisements in national magazines, such as Golf Magazine and Golf Digest, as well as
+in-store advertising. We also establish relationships with professional athletes and personalities, including members of various professional
+golf tours as well as other athletes and personalities, in order to promote our golf equipment product lines. 
+On
+March 11, 2025, the Company’s Board of Directors approved and, by written consent dated February 26, 2025, the holders of a majority
+of our common stock approved an amendment to our Certificate of Incorporation to change our name from Sacks Parente Golf, Inc. to Newton
+Golf Company, Inc. to better reflect its commitment to revolutionizing golf through advanced physics and precision engineering. The change
+to Newton Golf Company, Inc. became effective on March 17, 2025. 
+Distribution 
+Our
+manufacturing, assembly, warehousing and distribution center is in St. Joseph, MO, with putter head assembly performed at our headquarters
+and research and development facility in Camarillo, CA. In 2023, we began manufacturing putter and replacement shafts using our proprietary
+mandrels and wrapping technology. In 2024, we expanded our shaft offerings into fairway wood/hybrid replacement shafts. In addition,
+in 2025 we plan to grow distribution centers in or near Tokyo, Japan, Seoul, South Korea, Mexico City and other prominent cities based
+on the needs of these markets. 
+3 
+Production
+Process 
+In
+January 2024, the Company relocated its primary golf putting instrument assembly facility from Camarillo, CA to our St. Joseph, MO facility.
+It is our ongoing goal to develop, design and manufacture as many of the company’s products, as is economically feasible in the
+U.S. We currently have limited assembly/fitting capabilities in Japan and South Korea. Overall, the golf club assembly process is fairly
+labor intensive, requires extensive supply chain coordination and utilizes raw materials that are obtained from suppliers both internationally
+and within the United States. 
+Raw
+Material and Suppliers 
+Our
+golf putters raw material consist of a fairly wide variety of steel and aluminum types, along with other metals like tungsten, magnesium,
+and titanium. Our shafts consist of carbon fiber and prepreg materials along with coatings, paintings, inks and other decorative materials.
+The suppliers of these raw materials are located in the U.S., and China. We rely on third-party suppliers to provide our raw materials
+and CNC machine certain parts. Our putters are currently assembled from components produced in the U.S. and China. Our shafts are manufactured
+in-house from materials produced in the U.S. by third parties. We note that some components or materials may be available only from a
+limited number of sources. We choose not to enter into long-term contracts with any of our suppliers or manufacturers for the production
+and supply of our raw materials and components, and typically transact business with our suppliers on an order-by-order basis. We also
+compete with other companies for raw materials and production. 
+We
+currently source the vast majority of our grip products from third-party suppliers in the U.S. and China, and we source some CNC milled
+products from the U.S. However, we are already producing products, shafts and putter heads in the US, and plan to manufacture as many
+components in the U.S. as is economically feasible. We have worked with a limited number of manufacturing partners that produced components
+in facilities located in Southeast Asia and could do so again. We continuously work to diversify our sourcing and manufacturing capabilities. 
+Anytime
+a company has limited sources for materials or suppliers, there is significant risk, and we are no different. If we are unable to acquire
+raw materials such as carbon fiber, it may take significant time to educate an alternate supplier with the specific engineering and manufacturing
+requirements of our materials or designs. If we were unable to secure a reliable supplier for any component or material that we do not
+manufacture ourselves and find that replacement in a timely manner, this could have a material adverse effect on our business, financial
+condition and results of operations. 
+Product
+Portfolio Characteristics 
+We
+design our golf products to fit golfers of all skill levels, amateur and professional, and our products are designed with the goal of
+conforming to the Rules of Golf as published by the United States Golf Association (“USGA”) and the ruling authority (“The
+R&A”). 
+We
+live by the statement “Physics not Gimmicks” and as a result, we believe that we have created game changing innovations like
+our patented Ultra-Low Balance Point technologies that we believe make any putter a better putter. Ultra-Low Balance Point is a balance
+point on the shaft that is five (5) inches or less from the sole of the putter. The Company achieves this, not by making the putter head
+heavier like some companies have done, but by making the putter shaft and grip feather light. An ULBP putter has substantially more of
+the relative weight at the putter head which makes the putter head feel a lot heavier than it really is. The result, supported by independent
+testing, is a putter that promotes a natural pendulum like tempo, natural squaring of the head at impact and a natural release of the
+toe of the putter head, all of which can help contribute to better putting performance. 
+By
+investing in research and development and leveraging applied science and physics, we design golf equipment and products to be technologically
+superior by breaking the “sea of sameness” that exists in golf today. We have the ability to create and modify product designs
+using computer aided design software, finite element analysis software and structural optimization techniques. Further, we utilize a
+variety of robotics and testing equipment, along with computer software, including launch monitors, an in-house laboratory and test center
+for our golf equipment products. 
+We
+manage our global business operations through our operating and reportable business segments. Our business segments currently include,
+golf putting instruments, golf shafts, and golf related products. 
+4 
+Newton
+Gravity Putters 
+Our
+putter products include golf putters, shafts and grips sold under our Gravity brand and are generally made of steel, aluminum, titanium
+alloys, carbon fiber, tungsten, our patented magnesium face plate technologies, and various other materials. 
+Our
+putter technology has been shown by The Golf Lab, a Canadian golf research and education provider, to improve players’ ability
+to make putts, feel of the putter head, stroke, face angle at impact, and distance control. Our management believes that our proprietary
+shaft designs can enhance the performance of players’ putters as well as drivers and other golf clubs. Further, our management
+believes that these innovative designs, along with our proprietary manufacturing techniques, create performance improvements over traditional
+golf shafts. 
+We
+are in prototype phase on multiple new or enhanced putter designs that are popular on the market, which we expect to launch during 2025.
+Management believes that our versions of these models, while having a familiar shape, could out-perform other versions in the industry
+because of our design and use of advanced metals. 
+Newton
+Shafts 
+On
+November 20, 2023, we announced a significant expansion of our product portfolio. We introduced “Newton,” the Company’s
+latest business division and the Company’s first foray into the world of golf club shafts. The Newton Motion driver shaft, the
+first Newton shaft to debut in the market, is a carbon fiber shaft designed to enhance a golfer’s performance by promoting straighter
+and longer shots with reduced effort. Using the Company’s proprietary shaft design and construction, the Newton Motion shaft features
+four essential technologies: 
+● 
+Elongated
+Bend Profile – Newton has created an extreme elongated bend profile that is central to the shaft’s design. Because of
+Newton’s proprietary Kinetic Storage Construction, the shaft will bend over a longer span of its length, resulting in improved
+club speed. The added flexibility of the carbon fiber gives the impression that the golfer doesn’t need to exert excessive
+force during the swing, leading to a more predictable and less jarring experience. This, in turn, enhances the smoothness of the
+swing. 
+● 
+Kinetic
+Storage Construction – The kinetic storage profile is the engine of Newton’s Motion Driver Shaft. This proprietary construction
+empowers the fibers to store more energy that is harnessed through elongated bend, resulting in a significant boost in exit velocity.
+In contrast to most carbon fiber shafts, Newton’s technology ensures perfect symmetry, eliminating the inconsistencies in flex
+and spin rates that can often lead to decreased accuracy and distance. 
+● 
+Newton
+Symmetry360 Design – Newton’s Symmetry360 design ensures consistent flex, regardless of the driver’s clocking position.
+This stand-out feature allows for seamless adjustments to both the bend and torque (twist) when most flex changes occur, providing
+a truly versatile and adaptive solution. 
+● 
+Variable
+Bend Profile – The Newton Motion driver shaft is equipped with a variable bend profile meticulously designed to match the bend
+and torque requirements of each flex. This innovation ensures that every player’s driving performance is optimized, adapting
+seamlessly to the unique demands of the swing. Golfers with slower swing speeds need more torque while higher swing speeds need the
+opposite. Whether a slow or high swing speed, the Newton Motion technology tailors to the torque. 
+In
+addition to the four aforementioned technologies, instead of using the traditional categorization of shaft flexes of ladies, senior,
+regular, stiff, extra-shift, etc., the Newton Motion shaft uses a DOT system. Ranging from one to six dots, the system allows for a seamless
+transition from the most flexible shaft at one dot to the stiffest at six dots. Newton’s innovative DOT system, employed by Newton’s
+expert shaft engineers, optimizes golf shaft performance by fine-tuning it to golfer’s unique abilities, leaving traditional flex
+systems in the past. 
+The
+Newton Motion shaft is visually captivating. When in motion, the shaft undergoes a mesmerizing color transformation from green to purple
+and various shades in between. The coloration not only adds a dash of style to a golfer’s game, but it also distinguishes itself
+from other shafts in the market. 
+5 
+The
+Newton shafts are manufactured in St. Joseph, Missouri, Newton’s shaft manufacturing facility. 
+Soft
+Goods 
+In
+addition to our existing products, we intend in the future to sell high quality soft goods such as golf apparel and golf accessories
+including golf bags, gloves, headwear, practice aids and more. We are in the early stages of planning our soft goods business and do
+not anticipate that we will begin manufacturing or selling soft goods until 2025. 
+Environmental
+Matters 
+We
+are subject to federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into
+the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of
+certain materials, substances and wastes and the remediation of environmental contaminants (collectively, “Environmental Laws”).
+In the ordinary course of our manufacturing processes, we use paints, chemical solvents and other materials, and generate waste by-products
+that are subject to these Environmental Laws. 
+We
+endeavor to adhere to all applicable Environmental Laws and act as necessary to comply with these laws. We maintain an environmental
+and safety program at our facilities. The environmental and safety program includes obtaining environmental permits as required, capturing
+and appropriately disposing of any waste by-products, tracking hazardous waste generation and disposal, air emissions, safety situations,
+material safety data sheet management, storm water management and recycling, and auditing and reporting on its compliance. 
+Intellectual
+Property 
+We
+are the owner or licensee of multiple utility and design patents in the U.S. and foreign countries relating to our products and product
+designs, including U.S and foreign trademark registrations relating to our products, product designs, manufacturing processes and research
+and development concepts. Other patent and trademark applications are pending and await registration. In addition, we own various other
+protectable rights under copyright, trade dress and other statutory and common laws. Our intellectual property rights are material to
+our business, and we seek to protect such rights through the registration of trademarks and utility and design patents, the maintenance
+of trade secrets and the creation of trade dress. When necessary and appropriate, we will enforce our rights through litigation. 
+Our
+patents are generally in effect for up to 20 years from the date of the filing of the patent application. Our trademarks are generally
+valid as long as they are in use and their registrations are properly maintained and have not been found to become generic. 
+Patents 
+We
+currently hold the following patents: 
+● 
+US
+D874589 S (Series 18 design patent) 
+● 
+US
+D874592 S (Series 54 design patent) 
+● 
+US
+D867494 S (Series 39 design patent) 
+● 
+US
+11,123,614 B2 (Magnesium Golf Clubhead Insert) 
+● 
+Ultra
+Low Balance Point Utility Patent: 
+○ 
+US
+8,608,586 
+○ 
+Australia
+Patent No. 2012/301755 
+○ 
+Canada
+Patent No. 2,846,882 
+○ 
+China
+Patent App No. 2012/80042114.1 
+○ 
+European
+Patent App. No. 128287695 
+○ 
+Japan
+Patent No. 2014-528632 
+○ 
+South
+Korea Patent No. 2014-7008689 
+○ 
+South
+Africa Patent No. 2014/02273 
+6 
+The
+Ultra Low Balance Point Utility Patent described above was licensed to us by Parcks Designs, LLC on July 24, 2018. The license granted
+to us is perpetual, worldwide, royalty-free, and exclusive aside from one other licensee. The principals of Parcks Designs, LLC are Steve
+Sacks and Richard Parente, cofounders of the Company together with Tim Triplett and Akinobu Yorihiro. On May 25, 2022, we and Parcks
+Designs entered into a Consulting Agreement whereby Parcks Designs will perform club and shaft testing and analysis, putter head design
+consulting and other services as may be agreed upon from time to time. The consulting fees due to Parcks Designs will be nominal in the
+beginning and increase to $2,000 per month after June 1, 2024. 
+On
+August 7, 2018, Richard E. Parente and Steve Sacks assigned to us the entire worldwide right, title and interest in and to the Quad Weighted
+Lightweight Putter. 
+Confidential
+Information and Trade Secrets 
+The
+success of our business depends, in part, on the maintenance of confidential information and trade secrets, generally referred to as
+proprietary information. We have implemented procedures to maintain the confidentiality of our proprietary information. Employees enter
+into confidentiality agreements with us and, where appropriate, a confidentiality agreement is executed before confidential information
+is revealed. Confidentiality provisions are also present in consulting agreements and supplier agreements in certain cases where the
+consultant or supplier may be exposed to confidential information. 
+Trademarks 
+The
+following marks and phrases, among others, are trademarks of the Company: 
+● 
+USPTO
+Reg. No. 5,783,037 (Veni Vidi Vici) 
+● 
+USPTO
+Reg No. 5,822,719 (Sacks Parente) 
+● 
+South
+Korea Reg. No. 40-1820381 (Sacks Parente) 
+Domain
+names 
+We
+own the domain names listed below. Domain names are generally renewable every year or every two years. 
+www.newtongolfco.com 
+www.newtongolfir.com 
+www.sacksparente.com 
+www.newtonshafts.com 
+www.spgolfinc.com 
+www.spgolfco.com 
+www.spgputter.com 
+www.spgshafts.com 
+www.newtonshafts.com 
+www.spgtour.com 
+www.physicsnotgimmicks.com 
+www.spgfangster.com 
+Social
+Media Accounts 
+We
+operate the social media accounts listed below. 
+● 
+Twitter:
+https://mobile.twitter.com/sacksparente 
+● 
+Facebook:
+https://www.facebook.com/sacksparente 
+● 
+LinkedIn:
+https://www.linkedin.com/company/sacks-parente-golf/ 
+● 
+Instagram:
+https://www.instagram.com/sacksparente/ 
+7 
+Government
+Regulation 
+We
+are subject to extensive federal, state, local and foreign laws and regulations, as well as other statutory and regulatory requirements,
+the Americans with Disabilities Act (the “ADA”), and similar state laws, privacy and cybersecurity laws, environmental, health
+and human safety laws and regulations, the Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws. New laws
+and regulations or new interpretations of existing laws and regulations from federal, state and local authorities may also impact the
+business. 
+Employees 
+As
+of December 31, 2024, we had 28 full-time equivalent employees. We employ additional people on a part-time basis as needed. We have never
+participated in a collective bargaining agreement. We believe relations with our employees are good. 
+Competition 
+We
+compete on the basis of technologies that improve the player’s experience. Management further believes quality and unparalleled
+customer service define the better companies in all industries. In order to better understand trends, management receives and evaluates
+internally generated market trends for the United States and foreign markets, as well as periodic public and customized market research
+for the United States and Asia. Providers of such market research are Golf Datatech and The National Golf Foundation that include trends
+from certain on- and off-course retailers. In addition, we utilize data from other market research firms in Asia. 
+Our
+major competitors for putting instruments are TaylorMade, Ping, Acushnet (Scotty Cameron, Titleist brand) and Callaway Odyssey/Toulon
+brands. 
+Our
+major competitors for golf shafts include Fujikura Composites, Inc, Mitsubishi Chemical MCC, Graphite Design, (Asia) Co Ltd, Nippon Shaft
+Co. Ltd, and Paderson Kinetixx, Taiwan. 
+All
+these and other competitors have been in business years longer than we have and have substantially greater resources than we do. 
+Customers 
+Our
+customers include individual golfers as well as wholesalers and retailers, including Club Champion Golf, the international leader in
+golf club fitting with strategic locations across the USA and internationally. 
+Available
+Information 
+The
+Company maintains a website at the following address: www.newtongolfco.com. The information on the Company’s website is not incorporated
+by reference in this report. We make available on or through our website certain reports and amendments to those reports that we file
+with or furnish to the Securities and Exchange Commission (“SEC”) in accordance with the Securities Exchange Act of 1934,
+as amended (“Exchange Act”). These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current
+Reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically
+file the information with, or furnish it to, the SEC. In addition, we routinely post on the “Investors” page of our website
+news releases, announcements and other statements about our business and results of operations, some of which may contain information
+that may be deemed material to investors. Therefore, we encourage investors to monitor the “Investors” page of our website
+and review the information we post on that page. The SEC maintains a website that contains reports, proxy and information statements,
+and other information regarding issuers that file electronically with the SEC at the following address: http://www.sec.gov.

raw/filings/0001934245/2024/0001641172-25-002840/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+45

raw/filings/0001934245/2025/0001493152-26-014164/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001934245,NWTG,"Newton Golf Company, Inc.",2025,10-K,2026-03-31,2025-12-31,2026-03-31T20:15:00.000Z,0001493152-26-014164,form10-k.htm,10-K,7564357,1,1,https://www.sec.gov/Archives/edgar/data/1934245/000149315226014164/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1934245/000149315226014164/

raw/filings/0001934245/2025/0001493152-26-014164/item1.txt

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+Item
+1. Business 
+Company
+Overview 
+Newton
+Golf Company, Inc. (the “Company,” “Newton,” “we,” “us,” or “our”)
+designs, manufactures, and sells performance golf equipment, including premium golf shafts and putters, and focuses on developing
+technology-driven golf products intended to enhance player performance. The Company’s Newton Motion™ shaft product line
+represents a core component of its product strategy and has contributed significantly to recent revenue growth. 
+In
+April 2022, the Company expanded its manufacturing capabilities by opening a shaft manufacturing facility in St. Joseph, Missouri to
+support the production of advanced carbon fiber golf shafts. The Company seeks to manufacture and assemble substantially all of its
+products in the United States where economically feasible, which management believes provides supply chain advantages and supports
+product quality, engineering control, and operational flexibility. 
+The
+Company sells its products through a combination of direct-to-consumer channels, including its websites, as well as through resellers,
+professional club fitters, distributors, and golf retailers. The Company currently distributes products primarily in the United States,
+with additional distribution in international markets including Japan and South Korea. 
+The
+Company continues to expand its relationships with professional club fitters and retail partners as adoption of its shaft products increases.
+Growing awareness of the Newton brand among professional golfers, club fitters, and retail partners may create opportunities to expand
+distribution of other Newton-branded products. 
+The
+Company believes its technology-driven shaft platform and domestic manufacturing capabilities position it to scale production efficiently
+as demand for premium performance golf equipment increases. Management believes the Company is in the early stages of scaling its Newton
+shaft platform and that continued adoption by golfers, professional club fitters, and retail partners may support significant long-term
+revenue growth. 
+Over
+time, the Company may expand its product offerings through internal product development or strategic acquisitions of complementary golf-related
+product lines or technologies. In addition, the Company may explore opportunities to collaborate with other golf equipment manufacturers
+or industry partners where its shaft technologies and manufacturing capabilities may complement broader equipment platforms. 
+1 
+Historical
+Development 
+The
+Company was formed in March 2018 as Sacks Parente Golf, Inc., a Delaware corporation. In July 2018, the corporation converted from a corporation to a limited liability company. In March 2022,
+the limited liability company converted back to a corporation. On March 17, 2025, the Company
+changed its name to Newton Golf Company, Inc. Pursuant to the Company’s plan of conversion, on March 17, 2025, all
+outstanding ownership interests in Sacks Parente Golf, Inc., and rights to receive such interests, were converted into and exchanged
+for shares of capital stock of the newly formed Delaware corporation. The conversion has been retroactively reflected in the
+accompanying financial statements for all periods presented. 
+Public
+Offerings 
+On
+August 14, 2023, the Company entered into an underwriting agreement with The Benchmark Company in connection with its initial public
+offering. In the offering, the Company sold 10,667 shares of common stock at a price of $1,200 per share. The offering closed on
+August 17, 2023, generating gross proceeds of approximately $11.6 million. The Company received net proceeds of approximately $11.0
+million after deducting underwriting discounts, commissions, and offering expenses of approximately $565,000. 
+On
+October 8, 2024, the Company entered into an underwriting agreement with Aegis Capital Corp. as sole underwriter for the sale of 12,200
+shares of common stock at a public offering price of $60.00 per share. The offering closed on October 10, 2024, generating net proceeds
+to the Company of approximately $467,000, after deducting underwriting discounts, commissions, and estimated offering expenses. 
+On
+December 12, 2024, the Company entered into an underwriting agreement with Aegis Capital Corp. as sole underwriter for the sale of
+233,333 common units (“Common Units”) of the Company each consisting of (i) one share of common stock, (ii) one Series A
+common warrant of the Company (“Series A Warrant”), and (iii) one Series B common warrant of the Company (“Series
+B Warrant”). The public offering price per Common Unit was $36.00. The Series A Warrants have an initial exercise price of
+$72.00 per share, are exercisable following stockholder approval, and expire 60 months thereafter. 
+2 
+The
+Series B Warrants have an initial exercise price of $72.00 per share or may be exercised pursuant to an alternative cashless exercise
+feature, are exercisable following stockholder approval, and expire 30 months thereafter. 
+Reverse
+Stock Splits 
+On
+July 18, 2024, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of
+Delaware to effect a 1-for-10 reverse stock split of the Company’s common stock (the “First Reverse Stock Split”).
+The First Reverse Stock Split became effective at 12:01 a.m. Eastern Time on July 30, 2024, and the Company’s common stock
+began trading on The Nasdaq Capital Market on a post-split basis under its existing trading symbol. 
+On
+March 4, 2025, the Company filed a Certificate of Amendment to amend its Certificate of Incorporation with the Secretary of State of
+Delaware to effect a 1-for-30 reverse stock split of the Company’s common stock (the “Second Reverse Stock
+Split”). The Second Reverse Stock Split became effective at 12:01 a.m. Eastern Time on March 17, 2025, and the Company’s common stock began trading on The Nasdaq Capital Market on a post-split basis under its
+existing trading symbol. 
+All
+share amounts and per-share information presented in this Annual Report have been retroactively adjusted to reflect both reverse stock
+splits for all periods presented. 
+No
+fractional shares were issued in connection with the reverse stock splits, as all fractional shares were rounded up to the next whole
+share. 
+Industry
+Overview 
+The
+global golf equipment industry includes golf clubs, shafts, balls, and related accessories sold through golf retailers, professional
+club fitters, distributors, and direct-to-consumer channels. Industry reports estimate that the global golf equipment market is estimated to be
+$8.55 billion in 2025 and is expected to grow at a mid-single-digit annual rate over the next several years. 
+Golf
+participation increased significantly during the COVID-19 pandemic as the sport was widely viewed as a socially distanced outdoor activity.
+Although the initial pandemic-driven surge has moderated, participation levels have remained elevated relative to historical levels,
+and industry organizations have reported continued engagement among both new and returning golfers. 
+3 
+According to Grand View Research, in
+addition to traditional golf participation, off-course golf experiences and indoor golf technologies have expanded opportunities for
+consumers to engage with the sport. Golf entertainment venues such as Topgolf and the increasing availability of golf simulators and
+indoor golf facilities allow consumers to participate in golf-related activities in non-traditional environments and in regions where
+weather conditions may limit outdoor play during portions of the year. 
+The
+golf equipment market is highly competitive and driven in part by product innovation, equipment fitting, and brand recognition among
+professional golfers, club fitters, and retailers. Many golfers seek equipment designed to improve performance, including customized
+clubs and high-performance components such as premium shafts. 
+International
+markets represent an important component of the golf equipment industry. Countries such as Japan and South Korea have well-established
+golf markets with strong demand for premium equipment, while other regions continue to experience increasing participation and investment
+in golf-related infrastructure. 
+The
+Company believes these industry trends, including increasing demand for premium equipment and the growing importance of professional
+club fitting, support the long-term opportunity for technology-driven golf equipment manufacturers. 
+Product
+Portfolio Characteristics 
+The
+Company designs and develops golf equipment intended for golfers of all skill levels, from amateur to professional. The Company seeks
+to design its products to conform to the Rules of Golf as established by the United States Golf Association (“USGA”) and
+the R&A, the governing bodies responsible for establishing and interpreting the rules of golf equipment. 
+The
+Company’s product development philosophy emphasizes the application of engineering principles and physics to golf equipment design.
+Through research and development activities, the Company seeks to develop products that differentiate themselves through materials engineering,
+weight distribution, and structural performance characteristics. The Company focuses its research and development efforts on composite
+shaft technologies and other engineering-driven golf equipment innovations. 
+To
+support product development, the Company utilizes computer-aided design software, finite element analysis tools, structural optimization
+techniques, and various testing technologies. These include robotics, launch monitor systems, and other testing equipment used to evaluate
+performance characteristics of golf equipment products. 
+Newton
+Shafts 
+In
+November 2023, the Company expanded its product portfolio through the introduction of the Newton Motion driver shaft, marking the Company’s
+entry into the premium composite golf shaft market. In April 2024, the Company expanded its shaft product line with the introduction
+of the Newton Motion fairway wood shaft. These products are manufactured at the Company’s shaft manufacturing facility in St. Joseph,
+Missouri. The Company’s ability to manufacture composite shafts domestically allows it to control production processes and support
+ongoing product development activities. 
+The
+Newton shaft product family includes two primary driver shaft models: Motion and Fast Motion. The Fast Motion driver shaft was
+introduced in 2025 and has become the Company’s best-selling shaft product. The Fast Motion driver shaft incorporates higher
+modulus carbon fiber materials and lighter composite construction designed to reduce overall shaft weight while maintaining
+structural stability. The Motion shaft utilizes a different composite construction intended to provide alternative performance
+characteristics for golfers with varying swing profiles. 
+The
+Newton Motion shafts utilize carbon fiber composite materials and proprietary shaft construction techniques designed to influence
+key performance characteristics such as stability, energy transfer, and weight distribution during the golf swing. The Company
+manufactures its shafts using proprietary mandrels and composite wrapping processes developed for the Newton Motion shaft product
+line. 
+4 
+Unlike
+many traditional shaft designs that are used across multiple club types, the Company develops shafts tailored to the performance characteristics
+of specific clubs, including drivers, fairway woods, and hybrid clubs. The Company believes that shafts designed specifically for individual
+club types may improve launch conditions, consistency, and overall club performance. 
+The
+Newton Motion shaft product line also incorporates the Company’s proprietary “DOT” system, which replaces traditional
+shaft flex designations with a numerical system ranging from one to seven dots. This system is intended to provide golfers with a more
+precise method for selecting shaft stiffness and to allow golfers to match shaft characteristics across driver, fairway wood, and hybrid
+clubs. 
+The
+Company continues to expand the Newton Motion shaft product line through ongoing product development. During 2026, the Company
+expects to introduce additional shaft products including a Fast Motion fairway wood shaft, Fast Motion hybrid shaft, and Motion
+hybrid shaft as part of the continued expansion of the Newton Motion product family. 
+Golf
+shafts play an important role in the club fitting process and are often selected independently of the golf club head. As a result, shaft
+manufacturers frequently work closely with professional club fitters and golf retailers who recommend shaft products to golfers during
+the fitting process. The Company believes that the growing adoption of its shaft products among golfers, professional club fitters, and
+retailers may create additional opportunities to expand distribution of other Newton-branded golf equipment products over time. 
+The
+Company’s shaft product development is supported by in-house engineering capabilities, including computer-aided design, structural
+modeling, and product testing. These capabilities allow the Company to develop composite shaft designs using proprietary manufacturing
+processes and specialized composite materials. 
+The
+Company’s shafts are used by professional golfers across several professional tours, including the PGA TOUR Champions and other
+international tours. The Company believes that professional adoption provides visibility for its products among golfers, club fitters,
+and retailers. 
+Newton
+Gravity Putters 
+The
+Company also offers golf putting instruments marketed under the Newton Gravity brand. These products incorporate certain proprietary
+design characteristics, including ultra-low balance point technology intended to influence the distribution of weight within the putter. 
+Ultra-low
+balance point technology refers to a shaft balance point positioned closer to the putter head, which shifts the relative weight distribution
+toward the head of the putter. The Company achieves this balance profile through the use of lightweight shaft and grip components rather
+than increasing the mass of the putter head. 
+Gravity
+putters are manufactured using a variety of materials, including steel, aluminum, carbon fiber, tungsten, magnesium components, and other
+materials. These products incorporate proprietary face and shaft technologies intended to influence feel, weight distribution, and stroke
+characteristics. 
+While
+the Company continues to develop putter technologies, recent product development efforts and revenue growth have been primarily driven
+by the expansion of the Newton Motion shaft product line. 
+Product
+Expansion Opportunities 
+The
+Company may from time to time evaluate opportunities to expand its product portfolio beyond its current golf shaft and putting instrument
+product lines. Potential expansion opportunities may include additional golf equipment categories or technologies that support the golf
+equipment ecosystem and complement the Company’s existing products, engineering capabilities, and distribution channels. 
+Such
+opportunities may be pursued through internal product development, strategic partnerships, or the acquisition of complementary businesses.
+Examples of potential opportunities could include golf equipment products, such as golf balls, or technologies that support equipment
+performance, fitting, or training. 
+5 
+There
+can be no assurance that the Company will pursue or complete any such expansion opportunities. 
+Manufacturing
+and Distribution 
+The
+Company maintains its headquarters and research and development facility in Camarillo, California, where certain product development
+activities are performed. Putter head assembly was historically performed in Camarillo; however, in January 2024, the Company relocated
+its primary golf club assembly operations to the St. Joseph, Missouri facility. 
+The
+Company’s primary manufacturing, assembly, warehousing, and distribution operations are located in St. Joseph, Missouri,
+which management believes provides greater control over product quality, engineering, and production processes. The facility supports the production of carbon fiber golf shafts, product assembly, inventory management, and order
+fulfillment. Management
+also believes that domestic manufacturing helps mitigate certain risks associated with global supply chain disruptions, tariffs, and
+geopolitical trade uncertainties. 
+In
+2023, the Company began manufacturing putter and replacement shafts using its proprietary mandrels and wrapping technology. In 2024,
+the Company expanded its shaft product offerings to include driver wood and fairway wood replacement shafts. 
+The
+Company’s golf club manufacturing and assembly processes are labor intensive and require coordination across multiple production
+steps, including shaft manufacturing, component assembly, finishing, and quality control. The Company seeks to design, develop, and manufacture
+as many of its products in the United States as is economically feasible. 
+The
+Company’s St. Joseph manufacturing facility provides meaningful production capacity to support anticipated growth in shaft demand,
+and management believes the facility can support significantly higher production volumes with modest operational improvements and incremental
+equipment investments. 
+The
+Company distributes its products primarily in the United States through direct-to-consumer and wholesale channels. Internationally, the
+Company sells products through distribution partners, including relationships in Japan and South Korea, as well as through certain direct-to-consumer
+e-commerce sales. 
+Raw
+Material and Suppliers 
+The
+Company’s golf shafts are manufactured using carbon fiber and prepreg materials, along with coatings, paints, inks, and other decorative
+materials. Carbon fiber is a specialized composite material commonly used in the manufacture of advanced golf shafts due to its strength,
+weight, and performance characteristics. Raw materials used in the production of the Company’s putters include various types of
+steel and aluminum, as well as other metals such as tungsten and magnesium. 
+The
+Company sources the majority of its raw materials and components from suppliers located in the United States, including suppliers of
+carbon fiber materials used in the manufacture of its golf shafts. These materials include high-performance carbon fiber products manufactured
+by suppliers such as Toray Composite Materials America, Inc. The Company manufactures its shafts in-house using carbon fiber materials
+supplied by third parties. 
+Certain
+components used in the assembly of the Company’s products, including grips and shaft tips, are sourced from third-party
+suppliers located both in the United States and internationally, including Vietnam and China. Putter products are assembled from
+components produced by suppliers in the United States and China, and certain components are produced using Computer Numerical Control (“CNC”)
+machining performed by third-party manufacturers. 
+The
+Company does not generally enter into long-term supply agreements and typically purchases raw materials and components on a purchase-order
+basis. However, the Company maintains a blanket purchase order with one of its key suppliers that provides a committed supply allocation
+for certain materials. While this arrangement provides some short-term supply assurance, it does not eliminate risks associated with
+sourcing constraints or supplier concentration. 
+6 
+Some
+raw materials and components may be available from a limited number of suppliers. The Company competes with other manufacturers for access
+to these materials and production capacity. The Company periodically evaluates alternative suppliers and sourcing strategies in order
+to reduce supply chain concentration risk. If the Company were unable to obtain necessary materials or components from existing suppliers
+and could not identify alternative suppliers in a timely manner, its business, financial condition, and results of operations could be
+adversely affected. 
+Markets 
+The
+Company sells its products primarily in the United States, with additional international distribution in markets including Japan and
+South Korea. 
+The
+Company distributes its products through a combination of direct-to-consumer channels, including its e-commerce websites, as well as
+through wholesale channels such as professional club fitters, pro shops at golf courses, golf retailers, online retailers, and third-party
+distributors. 
+The
+Company also works with professional club fitting organizations, including Club Champion, to make its products available to golfers through
+custom fitting programs. The Company has also entered into a distribution relationship with Voice Caddie to distribute its products in
+South Korea. 
+The
+Company believes its expanding relationships with club fitters, retailers, and international distributors may provide opportunities to
+increase the availability of its products in existing and new markets. 
+Customers 
+Our
+customers include individual golfers as well as wholesale and retail customers, including professional club fitters, golf pro shops,
+off-course golf retailers, sporting goods retailers, and third-party distributors. We also sell products directly to consumers through
+our e-commerce platforms. Certain customers, including professional club fitting organizations such as Club Champion, purchase products
+for resale through their club fitting and retail locations in the United States and internationally. No single customer accounted for more than 10% of our total revenue in 2025, and we do not depend on any single or
+limited group of major customers for a majority of our revenues. 
+Advertising
+and Marketing 
+The
+Company conducts marketing activities to increase awareness of the Newton brand and its golf equipment products. Marketing efforts include
+paid media advertising, digital and social media campaigns, participation in industry events, product placement and use by professional
+golfers, and promotional activities with club fitters and golf retailers. 
+The
+Company allocates a significant portion of its marketing resources to paid media advertising, including digital platforms, social media
+channels, and golf-industry media outlets. Historically, the Company has utilized direct-to-consumer advertising through digital media,
+television, and print publications within the golf industry. During 2025, the Company reallocated a greater portion of its direct-to-consumer
+advertising toward promoting its Newton Motion shaft product line, which represents the Company’s primary revenue source. 
+The
+Company maintains relationships with professional golfers and other industry personalities who use or promote their products in professional
+competitions and other public settings. In some cases, the Company enters into agreements that provide compensation in exchange for name,
+image, and likeness rights associated with athletes or influencers who promote the Company’s products. 
+The
+Company also employs representatives who attend professional golf tournaments and industry events to support professional players, club
+fitters, and retailers who use the Company’s products. In addition, the Company sponsors various golf-related events, including
+competitions such as the World Long Drive Championship and charitable golf tournaments, which help increase visibility of the Newton
+brand among golfers, industry participants, and consumers. 
+7 
+Competition 
+The
+golf equipment industry is highly competitive. Companies compete based on product performance, technology, brand recognition, pricing,
+customer service, and relationships with professional golfers, club fitters, and retailers. 
+In
+the golf shaft category, the Company competes with manufacturers including Fujikura Ltd., Mitsubishi Chemical Group Corporation, Graphite
+Design Inc., Nippon Shaft Co., Ltd., and Paderson Kinetixx, among others. Competition in the premium shaft market is driven in part by
+technological innovation, performance characteristics, and adoption by professional golfers and club fitting professionals. The Company
+believes that its technology-driven shaft designs and relationships within the professional club fitting community position it to compete
+within the premium performance shaft segment of the market. The premium golf shaft market includes a number of specialized manufacturers,
+and the Company competes within this segment through product innovation and performance-focused design. 
+In
+the putter category, the Company’s Newton Gravity putters compete with products offered by major golf equipment manufacturers,
+including Callaway Golf Company, TaylorMade Golf Company, Ping Inc., and brands owned by Acushnet Holdings Corp., such as Scotty Cameron
+and Titleist. 
+Many
+of these competitors have been in business significantly longer than the Company and have substantially greater financial, technical,
+marketing, and distribution resources. 
+The
+Company believes its technology-driven shaft design, domestic manufacturing capabilities, and focus on applied physics differentiate
+Newton from many traditional golf equipment manufacturers that primarily compete through brand marketing and incremental product changes. 
+Intellectual
+Property 
+The
+Company’s intellectual property portfolio includes patents, trademarks, proprietary manufacturing processes, and other intellectual
+property rights related to its golf equipment technologies and product designs. 
+The
+Company seeks to protect its intellectual property through a combination of patent registrations, trademark registrations, trade secret
+protections, and contractual arrangements. The Company also maintains proprietary manufacturing processes and design methodologies that
+it believes provide competitive advantages in the development and production of its golf equipment products. 
+Certain
+aspects of the Company’s composite shaft technologies, including manufacturing techniques, material configurations, and design
+methodologies, are maintained as proprietary trade secrets rather than patented technologies in order to preserve confidentiality. 
+Patents
+generally remain in effect for up to 20 years from the filing date of the patent application, subject to maintenance requirements. Trademarks
+may remain in effect indefinitely provided that they continue to be used in commerce and applicable renewal requirements are satisfied. 
+Patents 
+The
+Company holds a number of issued patents and patent rights relating to golf equipment technologies and product designs. These patents
+primarily relate to certain putter technologies, including weight distribution features and clubhead components. 
+The
+Company currently holds the following U.S. patents: 
+● 
+US
+D874589 S (Series 18 design patent) 
+● 
+US
+D874592 S (Series 54 design patent) 
+● 
+US
+D867494 S (Series 39 design patent) 
+● 
+US
+11,123,614 B2 (Magnesium Golf Clubhead Insert) 
+8 
+The
+Company also holds intellectual property rights relating to its Ultra-Low Balance Point technology, which is protected through patents
+and patent applications in multiple jurisdictions, including the U.S., Australia, Canada, China, Europe, Japan, South Korea, and South
+Africa., 
+The
+Ultra-Low Balance Point patent rights described above were licensed to the Company by Parcks Designs, LLC on July 24, 2018. The license
+granted to the Company is perpetual, worldwide, royalty-free, and exclusive aside from one additional licensee. 
+The
+principals of Parcks Designs, LLC include Steve Sacks and Richard Parente. 
+On
+May 25, 2022, the Company and Parcks Designs entered into a consulting agreement under which Parcks Designs provides club and shaft testing
+and analysis, putter head design consulting, and related technical services. Consulting fees under this agreement were initially nominal
+and increased to $2,000 per month beginning June 1, 2024. 
+On
+August 7, 2018, Richard E. Parente and Steve Sacks assigned to the Company the entire worldwide right, title, and interest in and to
+intellectual property relating to the Quad Weighted Lightweight Putter design. 
+Confidential
+Information and Trade Secrets 
+The
+Company relies in part on confidential information and trade secrets, including proprietary manufacturing processes, product design methodologies,
+engineering know-how, and other technical information. The Company seeks to protect this proprietary information through a combination
+of contractual obligations and internal policies. 
+Employees
+generally enter into confidentiality agreements with the Company, and confidentiality provisions are included in certain consulting and
+supplier agreements when those parties may have access to proprietary information. The Company also maintains internal procedures designed
+to safeguard confidential information and trade secrets. 
+Certain
+aspects of the Company’s composite shaft technologies, including manufacturing techniques, material configurations, and design
+methodologies, are maintained as proprietary trade secrets rather than patented technologies in order to preserve confidentiality. 
+Trademarks 
+The
+Company owns various trademarks and service marks used in connection with its golf equipment products and branding. These trademarks
+are registered in the United States and certain international jurisdictions. 
+● 
+USPTO
+Reg. No. 5,783,037 (Veni Vidi Vici) 
+● 
+USPTO
+Reg No. 5,822,719 (Sacks Parente) 
+● 
+South
+Korea Reg. No. 40-1820381 (Sacks Parente) 
+The
+Company also uses various trademarks, trade names, and brand identifiers in connection with its products and marketing activities. These
+include marks associated with the Company’s Newton-branded golf equipment products. The Company may seek trademark protection for
+certain of these marks in the United States and other jurisdictions where appropriate. 
+Trademark
+rights may continue indefinitely as long as the marks remain in use and registrations are properly maintained. 
+9 
+Domain
+names and Online Presence 
+The
+Company owns and maintains various domain names and online properties used in connection with its websites, investor relations
+communications, and marketing activities, including www.newtongolf.com. The Company also maintains official social media accounts
+used to communicate with customers, investors, and the broader golf community. 
+Government
+Regulation 
+Our
+operations are subject to various federal, state, local, and foreign laws and regulations applicable to businesses engaged in the design,
+manufacture, marketing, and distribution of consumer sporting goods. 
+Our
+golf equipment products are generally designed to conform to the Rules of Golf as established by the USGA
+and the R&A, the governing bodies responsible for equipment standards used in competitive play. Although conformity with these rules
+is not legally required, most golf equipment manufacturers design products to meet these standards because non-conforming equipment may
+be restricted from use in sanctioned competitions. 
+In
+addition, we are subject to laws and regulations relating to product safety, consumer protection, workplace health and safety, environmental
+compliance, import and export controls, and other similar regulatory requirements. These laws include, among others, environmental regulations
+governing the handling and disposal of certain materials used in manufacturing processes and workplace safety requirements administered
+by federal and state agencies. 
+Our
+operations are also subject to laws addressing anti-corruption and anti-bribery matters, including the U.S. Foreign Corrupt Practices
+Act (“FCPA”), particularly with respect to our international operations and relationships with distributors and other business
+partners. 
+We are subject to various data protection, privacy,
+and cybersecurity laws and regulations applicable to companies that maintain websites, conduct e-commerce activities, and process personal
+information. These laws include, among others, U.S. federal and state privacy laws such as the California Consumer Privacy Act, as amended
+by the California Privacy Rights Act, as well as other emerging state privacy regimes, and may also include international data protection
+laws to the extent we engage with customers outside the United States. 
+While we primarily rely on third-party service providers,
+including e-commerce platforms and payment processors such as Shopify, Amazon, and Fortis, to process payment transactions and related
+sensitive financial information, we collect and maintain certain personal information from customers, including names, email addresses,
+shipping addresses, and related order information. As a result, we remain subject to applicable privacy, data security, and breach notification
+requirements. 
+Compliance with these laws and regulations
+may require us to implement and maintain administrative, technical, and organizational safeguards, as well as policies and procedures
+relating to data collection, use, retention, and security. These requirements may increase our compliance costs and operational complexity,
+and any failure or perceived failure to comply with applicable data protection and privacy laws could result in regulatory investigations,
+fines, litigation, reputational harm, and loss of customer trust. 
+We
+believe we are in material compliance with applicable laws and regulations governing our operations. However, changes in laws, regulations,
+or their interpretation could require modifications to our business practices and may increase our compliance costs in the future. 
+Environmental
+Matters 
+The
+Company is subject to federal, state, and local environmental laws and regulations that impose requirements related to the discharge
+of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage,
+and disposal of certain materials, substances, and wastes, as well as the remediation of environmental contamination (collectively, “Environmental
+Laws”). 
+In
+the ordinary course of its manufacturing and product assembly processes, the Company uses paints, coatings, chemical solvents, and other
+materials and generates waste by-products that are subject to these Environmental Laws. 
+The
+Company maintains environmental and safety programs at its facilities designed to support compliance with applicable Environmental Laws.
+These programs include obtaining required environmental permits, managing and disposing of waste materials in accordance with regulatory
+requirements, tracking hazardous waste generation and disposal, monitoring air emissions and stormwater management practices, maintaining
+material safety data records, and conducting internal compliance reviews. 
+The
+Company believes it is in material compliance with applicable Environmental Laws. Compliance with these laws has not had a material adverse
+effect on the Company’s capital expenditures, earnings, or competitive position, although future changes in environmental regulations
+could require additional compliance efforts or expenditures. 
+10 
+Employees 
+As
+of December 31, 2025, the Company employed 38 full-time employees and 1 part-time employee and engaged 7 consultants. We may hire additional
+personnel from time to time to support operational needs and anticipated growth. None of our employees are represented by a labor union,
+and we have not experienced any work stoppages. We believe our relations with our employees are good. 
+Available
+Information 
+The
+Company maintains a website at www.newtongolf.com . The information contained on, or accessible through, the Company’s website
+is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report. 
+The
+Company makes available, free of charge, on or through its website certain reports and amendments to those reports that it files
+with or furnishes to the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of
+1934, as amended (the “Exchange Act”). These include the Company’s Annual Reports on Form 10-K, Quarterly Reports
+on Form 10-Q, Current Reports on Form 8-K, proxy and information statements, and any amendments to those reports or statements. These materials
+are made available on the Company’s website as soon as reasonably practicable after they are electronically filed with, or
+furnished to, the SEC. 
+In
+addition, the Company routinely posts on the “Investors” section of its website news releases, announcements, and other information
+about the Company’s business and results of operations, some of which may be considered material information for investors. Accordingly,
+the Company encourages investors to monitor the Investors section of its website for important information about the Company. 
+The
+SEC maintains a website that contains reports, proxy statements, information statements, and other information regarding issuers that
+file electronically with the SEC. These materials are available at www.sec.gov .

raw/filings/0001934245/2025/0001493152-26-014164/item13.txt

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+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+58

raw/filings/0001934642/2024/0001641172-25-001819/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001934642,MDBH,"MDB Capital Holdings, LLC",2024,10-K,2025-03-31,2024-12-31,2025-03-31T20:58:40.000Z,0001641172-25-001819,form10-k.htm,,12342198,1,1,https://www.sec.gov/Archives/edgar/data/1934642/000164117225001819/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1934642/000164117225001819/

raw/filings/0001934642/2024/0001641172-25-001819/item1.txt

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+Item
+1. Business 
+Introduction 
+MDB
+Capital Holdings (“MDB”) serves as a foundational platform specializing in financing startups, partnering with co-founders,
+and fostering value creation. This platform sets the stage for nascent ideas and entrepreneurial talent to take root. MDB
+is comprised of a group of companies that together serve as this unified foundational platform. 
+One
+of the companies in our group, Public Ventures, LLC (“Public Ventures”), which operates under the D/B/A of “MDB Capital,” operates as a growth catalyst, focusing on
+community-driven micro and small-cap financings. It enables companies to scale through the initial financing stages ranging from
+five to sixty million dollars and facilitates their transition into public markets with select IPOs valued in the range of twenty to
+fifty million dollars. Public Ventures also may provide financing to post-IPO companies that continue to meet its overall business
+criteria for investment. 
+Another
+company in our group, PatentVest, Inc. (“PatentVest”) complements the platform as an integrated intellectual property (“IP”)
+solution and IP service provider, acting as a strategic law firm to guide technology companies through the intricacies of IP law and
+provides companies with IP strategy development. It plays a pivotal role in positioning companies to become leaders in their respective
+spaces and curates premier opportunities for MDB and Public Ventures, which leads to our Big Idea Companies. 
+MDB
+Minnesota One, Inc (“M1”), a partner company, was created in mid 2024 with the vision of developing a small molecule anti-senescence
+platform comprised of pharmaceutical drugs or other products to aid in longevity and to inhibit certain forms of age-related diseases
+(the “M1 Platform”). The focus of the M1 Platform is to treat senescent cells, which
+are dysfunctional cells that have permanently stopped dividing, that have been implicated in the aging process, and that permit the development
+of chronic low-grade inflammation. This chronic inflammation has been linked to a variety of age-related diseases, including multiple
+fibrotic conditions that have limited treatment options and poor prognoses. 
+MDB
+supports a continuous process, dubbed our Big Idea Pipeline, designed to surface new Big Idea Companies and other opportunities for our
+platform. We believe that the Big Idea Pipeline showcases the progression of tech initiatives from discovery to commercialization stages.
+Initially, in any give calendar cycle, a substantial number of potential tech ideas are scouted from various sources, including
+referrals, universities, and conferences. From this broad pool, approximately 250 technologies are identified as relevant and with potential
+alignment with our business model. A more focused group of these ideas, about 50, evolves into, what we call, active Big Idea Companies.
+Progressing further, approximately ten of these companies reach advanced stages within the selection process, indicating a deeper engagement
+and evaluation by MDB. At the pinnacle of the pipeline, as of the date of this report, two Big Idea Companies are currently in active
+negotiations, marking the final step before potential partnership or investment. This is a continuous process with the Big Idea Pipeline
+in constant flux as new ideas emerge or evolve. MDB’s disciplined and structured approach to vetting the Big Idea Pipeline allows
+us to cultivate and invest in innovative technologies with the potential to scale and succeed in the market. 
+MDB’s
+investment criteria focuses on six key areas to identify early-stage companies poised for success in public markets. These potential
+partner companies should exhibit “Tech Leadership Potential,” with distinct differentiation that pioneers a new technological
+category. “Platform Technology” is essential, with core technology that can span various vertical markets or indications.
+They should be at an “Early Inflection Point,” where the timeline and costs to validate technology feasibility in the commercial
+marketplace are reasonable. “Clear Market Insertion” is also critical, with technology disruption significant enough to incentivize
+stakeholders for market entry. The target companies should have “Large Market Potential,” addressing substantial unmet needs
+with vast market opportunities. Lastly, a “Strong IP Position” is necessary, meaning a robust and defensible intellectual
+property stance with broad claims to secure a sustainable competitive edge. 
+5 
+In
+essence, the investment philosophy is to scout for companies that not only stand at the vanguard of technology but also demonstrate the
+capacity to disrupt markets, backed by solid intellectual property and clear pathways to market adoption and growth. 
+Together,
+our platform represents a holistic approach to leadership development in the general technology industry. Our objective is to provide
+a continuum of support to our partner companies, from inception through growth phases, culminating in market leadership. Each part of
+the overall platform is integral to the journey of a start-up, providing tailored resources, expertise, management guidance and resources,
+and financial backing as necessary to evolve our partner company into a significant player in the technology sector. This unity of purpose
+exemplifies the strategic foresight of MDB’s commitment to launching Big Ideas and developing industry leaders. 
+Overview 
+MDB
+was founded in 1997, originally operating as MDB Capital Group, LLC, for the purpose of engaging with companies holding visionary technology,
+inventors, and technology entrepreneurs. To maximize the impact of our actions and culture, under our business plan, we embark on each
+journey with a company at an early point, typically acting as founders and providing the initial rounds of capital, in the manner of
+a partner and usually before a specified management structure has been put in place. Part of our role as founders often includes locating
+the technology that will form the basis of the new enterprise. The technologies may be found in universities, in larger companies where
+it is not being used or understood, in start-up companies, and with inventors. Not only do we act as founders and providing the first
+capital rounds, we assist with structuring the plans for the company development, such as the steps from research and development to
+initial commercialization, the intellectual property strategy, business objectives, and financing. We refer to these subsidiary companies
+as “partner companies.” 
+Our
+model typically includes a two-step financing approach with our partner companies: we put in seed capital, as founders, and the
+first round of capital between $5 to $10 million dollars to set the business on an operational foundation. Our plan is to then raise
+additional amounts of substantive capital to bring the technology closer to validation or to be able to commence commercialization,
+typically in the range of $20 to $60 million overall. We plan on additional financing by means of public offerings or alternative
+value realization. Our community of sophisticated, individual investors with like-minded goals and values, we believe supports our
+model, where we will draw on their capital, knowledge, connections and expertise. We anticipate that value creation will be
+generated after any number of years of patient ownership and corporate effort, and value realization might include any number of
+methods, such as continued holding and operating, initial public offerings, or IPO, joint ventures, licensing, asset sales and
+merger transactions, depending on the particular business model and industry. 
+We
+believe that we successfully have used the private and public capital markets to finance growth companies. Being able to find disruptive
+technologies to develop, acting as corporate founders, owners, directors and management, and conducting financing activities for those
+companies in which we are strategically involved for the long term, we believe we have a different model of helping companies grow than
+that of the typical private venture capital model. We refer to our approach as public venture capital. We find the technology and then
+we work to analyze the technology leadership position by our surveying the marketplace so as to establish a research and development
+and intellectual property development strategy to create a dominant position in the distinct technology vertical. Then we create the
+basic company, we set up its management, we define its business plan, we nurture its enterprise, and we provide its financings in its
+early stage rounds, and then we likely will act as the underwriter or selling agent for their IPO, other financing or disposition. It
+is our plan to remain involved with our partner companies for the long term. Where there is an IPO, we plan to stay on for several years
+thereafter, by being members of the board, having consulting agreements, providing strategic business advice, and participating in, advising
+on or facilitating further financing rounds. We believe, most importantly, that one gauge of the partner company success is that the
+partner company will successfully foster community in connection with our broker-dealer, Public Ventures. In that regard, we intend to
+follow a “Member-focused” model (further discussed below) for conducting Public Ventures-led company financings. Our typical
+complete public and private follow-on offerings continue supporting their research, development, growth and marketing of their technologies’
+potential. MDB, we believe, builds value by building partner companies with the right foundations 
+6 
+Past
+Examples 
+In
+having been able to find disruptive technologies to develop, acting as corporate founders, owners, directors and management, and conducting
+investing activities for those companies in which we have been strategically involved for the long term, we believe we now have a different
+model for helping companies grow than that of the typical private venture capital model. We refer to our approach as public venture capital.
+We find the technology, and then we work to analyze the technology leadership position and survey the marketplace so as to establish
+a research and development and intellectual property development strategy to create a dominant position in the distinct technology vertical.
+Then we create the basic company, we set up its management, we define its business plan, we nurture its enterprise, and we facilitate
+its financings in its early-stage rounds of private funding. Then we likely will act as the underwriter or selling agent for their IPO,
+other financing or disposition. It is our plan to remain involved with our partner companies for the long term. Where there is an IPO,
+we plan to stay involved on for several years thereafter, by being members of the board, having consulting agreements, providing strategic
+business advice, and participating in, advising on or facilitating further financing rounds. We believe, most importantly, that one gauge
+of the partner company success is that the partner company will successfully complete a private and public follow-on offering to continue
+supporting their research, development, growth and marketing of their technologies’ potential. 
+Three
+companies for which we started as founders and for which we conducted their IPOs, have traded for a period of time at near or over $1
+billion in market value, which we believe is crucial for maximizing the probability the companies can raise sufficient capital to get
+to commercialization. These companies are as follows: 
+●
+Provention Bio, Inc. (“Provention”). Provention was established in 2016. Public Ventures created Provention to license molecules
+from several larger pharmaceutical companies, conceived the business strategy, assisted in licensing negotiations and provided seed capital,
+engaged the initial board of directors’ members, and recruited C-level executives as well as executed the successful IPO. 
+●
+Cue BioPharma, Inc. (“Cue”). Cue was established in 2014. Public Ventures created Cue to license a platform technology from
+Einstein University, engaged the members of the board of directors, recruited C- level executives and, formed the corporate and IP strategy
+and provided the seed capital and well as executing the successful IPO. 
+●
+Pulse Biosciences, Inc. (“Pulse”). Pulse was established in 2014, Public Ventures created a new entity that rolled up
+the intellectual property from 2 academic institutions and one private entity. Public Ventures then completed a seed financing,
+created the business and IP strategy and assembled the management team and Board. Subsequently Public Ventures successfully executed
+the IPO for Pulse. 
+More
+recently, eXoZymes Inc, (formerly Invizyne Technologies Inc.) completed its IPO on November 14, 2024, having been set up in 2019 to
+develop cell-free technology to optimize nature’s own biological processes to make chemicals used in many common applications.
+MDB was one of the founders of the company, provided an initial funding of $5,000,000 a subsequent funding of $758,000 and
+provided executive management and several board members. Persons affiliated with MDB continue to be on the board of
+directors. 
+Key
+Pillars 
+Since
+inception, we have defined and refined the key pillars that support what we believe is our successful company creation approach. These
+pillars are defined in Our Partner Company Criteria section. We believe that our model is only suitable for companies that can be sustained
+in the public markets at an early stage. Typically, these companies own what appear to be category-defining platforms capable of solving
+big problems. 
+We
+have established a process to position partner companies for success, with the intention of maximizing the value early in a company’s
+history. We seek to create a strong foundation during the development phase of the partner company. We believe that this helps the partner
+company attract the best people who are capable of building a successful enterprise over the long term. We call this our “Rational
+Design Process For New Companies.” 
+A
+traditional perceived shortcoming of the public markets is that they attract short-sighted investors. We understand that to make early-stage
+public venture feasible; we need to create a community of investors that have the intention of helping our companies get off the ground.
+We believe our investors are committed community members who seek to create value at the companies in which they invest and are critical
+to sustaining value. Our investors, unlike traditional institutional investors, generally have long holding periods and value long-term
+impact over quarterly performance numbers. 
+7 
+Our
+Partner Company Criteria 
+We
+seek companies that we believe meet certain criteria. Our criteria focuses first on the probability that an early-stage technology company
+ultimately can sustain its value in the public markets. We look for novel technology platforms that are category-defining and solve big
+unmet needs. Our criteria are founded in the following: 
+Tech
+Leadership Potential : Target companies must offer a well-defined technological edge that carves out new niches within the tech
+landscape. 
+Platform
+Technology : The core technology should be versatile, with potential applications across a range of vertical markets or medical
+indications. 
+Early
+Inflection Point : Prospective companies should be at a juncture where the technology’s commercial viability can be proven
+within a feasible timeframe and at a justifiable cost. 
+Clear
+Market Insertion : The technology must be disruptive enough to motivate channel partners or gatekeepers to facilitate smooth market
+entry. 
+Large
+Market Potential : There should be a significant market opportunity, with the technology addressing substantial, unmet needs. 
+Strong
+IP Position : A robust intellectual property strategy is crucial, featuring broad, defensible claims that ensure a lasting competitive
+advantage. 
+Rational
+Analytical Process 
+We understand that early-stage, visionary technologies are inherently fragile
+and require careful nurturing to reach commercial viability. Establishing the right corporate and financial foundation is essential to
+support their growth into sustainable, market-ready companies. This is particularly true for platform technologies, where strategic decisions
+around corporate structure, asset development, and market positioning can significantly influence the trajectory and success of the partner
+company during its formative stage. 
+We
+begin our process by seeking to gain a deep understanding all of the relevant players in a given space and the key issues, and how, if
+solved, they could effectively create a new category and enable the partner company to rapidly become a category leader. We work to develop
+a clear understanding of our companies’ potential sustainable competitive advantage. Once the “Theory of Opportunity”
+is established, we develop the business strategy, financing strategy and intellectual property strategy and the innovation and R&D
+prioritization road map. We test our assumptions by seeking input regarding our strategic decisions with experts in the field until we
+are comfortable that they are credible and convincing. With a clearly articulated understanding of what we believe to be the partner
+company’s potential, we endeavor to recruit the best possible talent to execute the strategy and bring the vision to fruition.
+We strive to instill a corporate culture that is constantly re-evaluating the partner company’s working thesis, which we believe
+will establish and keep the partner company as the leader in a given category or enable the partner company to pivot its strategy to
+a new area based upon changing circumstances. 
+8 
+Our
+Community 
+A
+key element of our public venture model is our community of more than 500 sophisticated investors, entrepreneurs and microcap and small cap
+market participants who have experience with our approach and who we believe will advocate for our public venture mission.
+In addition, investors can have a significant impact by supporting the companies they invest in. We believe that this community is vital
+to the success of our public venture model. 
+We
+have strived to create community of like-minded persons who share our vision and are supportive of the partner companies we have co-founded.
+This group consists of patient company owners with a long-term focus on the value that can be unlocked upon the de-risking of our partner
+companies’ technologies. This long-term focus is key to building value and stability for early-stage companies in the public markets.
+In addition, we believe that our community members are often authorities in multiple industries and are capable of providing support
+to our partner companies with their invaluable access and reach. We believe that MDB shareholders will comprise this community and will
+continue to participate in the partner companies through their MDB share ownership as well as participation in partner company direct
+investment opportunities. MDB plans to sustain a cohesive community by keeping persons engaged and curious so that they continuously
+help us improve our decision process as and when selecting partner companies with which to work. 
+We
+believe that MDB is strengthening our community of MDB shareholders and can simplify our process of developing partner companies. We
+intend to use a portion of our capital to identify and find partner companies. We believe that being a public company gives us greater
+flexibility and nimbleness to source new technologies and make it quicker and easier to deploy capital towards opportunities that arise. 
+We
+also will seek to foster community in connection with our broker-dealer, Public Ventures. In that regard, we intend to follow a “Member-focused”
+model (further discussed below) for conducting Public Ventures-led company financings. Our typical Public Ventures Member will be a long-term
+investor and/or entrepreneur who is motivated to help develop the next generation of growth companies. Public Ventures Members may or
+may not be MDB shareholders. Members may or may not provide direct financing to partner companies. 
+Holistic
+and Sustainable Model 
+Our
+public venture model is fundamentally different than the typical venture capital fund model. We believe that bringing well developed
+early-stage companies to either the public markets or fostering a merger and acquisition exit or other realization event, while still
+taking care to address the unique nature and needs of these early-stage companies, provides more liquidity, efficiency, transparency,
+better protections for investors and alignment of the interests of everyone involved as described below. 
+Inventors/Universities/Co-founders 
+Taking
+companies public will allow shareholders to own the same class of common stock as the company’s early founders. In addition, the
+ownership interests of inventors, universities, and other co-founders become valuable, tradable shares when a company is public and listed
+on an exchange. As a result, we believe that, in most cases, these ownership stakes will have much greater value than they would otherwise
+have in the traditional venture capital model. We also believe that our model gives companies greater leeway to execute pivots or to
+pursue other strategic initiatives, such as licensing, asset sales or corporate merger and acquisition transactions. 
+Partner
+Company Management & Board Members 
+We
+expect that the management and board members of our partner companies will benefit from the Company being public. The ability to grant
+valuable, liquid equity as part of an employment compensation package is a strong incentive to attract and retain employees and align
+their interests with those of the company at which they work. Being public can help a partner company raise substantial amounts of capital
+more easily than as a private company or through traditional venture capital. 
+9 
+MDB
+Shareholders 
+Under
+our model, MDB shareholders can buy or sell their shares in the holding company at any time. These shareholders will participate in our
+partner companies through the holding company structure, for example through the tax benefits of holding an interest in a tax pass through
+entity or the overall value of the holding company as it reflects the values of our subsidiaries. Where we think it beneficial for a
+partner company to raise capital directly, rather than taking additional funds from the holding company, we may seek a method that can
+allow the MDB shareholders to participate in the additional capital formation for a partner company. There are a few means by which the
+MDB shareholder may participate: for example, a further private placement by the partner company, or by a registered public offering,
+such as an IPO or rights offering where the MDB shareholder will invest new funds based on the distributed right. If the best course
+of action is an asset sale, a licensing arrangement or a corporate merger or acquisition transaction of a partner company, then it is
+expected that MDB shareholders would receive a distribution of the proceeds as a result of the transaction. Moreover, we believe that
+many of the MDB shareholders own their Class A Common Shares because they are motivated by the opportunity to contribute their knowledge
+and experience to and engage with our partner companies in an effort to improve them and enhance their value. 
+MDB
+Employees 
+Pursuant
+to our 2022 Equity Incentive Plan, we have granted our employees interests in the Company as part of their compensation in order to align
+their interests with those of our shareholders and partner company stakeholders. 
+Our
+Holding Company Structure 
+While
+each partner company will present its own investment dynamic, at the onset, we intend to take a majority ownership stake in the partner
+companies we co-found and to hold a significant controlling position through the early stages of development and early capital creation.
+We plan on seeking one or two partner company opportunities a year, but there is no assurance that we will be able to find suitable opportunities
+at that rate for inclusion in the holding company. 
+As
+a partner company is financed by means other than the holding company putting in more equity capital, such as additional sales of equity
+by the partner company on a private or public basis, we plan to continue to own at least thirty-five percent (35%) or more of the voting
+stock of a partner company. We also expect to maintain the right to appoint a number of board members and otherwise be instrumental in
+the management and direction of the strategy and business development efforts of our partner companies for a period of time before and
+after each IPO. 
+It
+will be our policy to have with the stakeholders of our partner companies, where we do not have a 100% ownership position, a series of
+contractual rights to obtain regularly the following: (i) financial reports, (ii) milestone achievement reports, and (iii) budget formulations.
+Other oversight rights which we will seek to have include, (i) approval of capital raises, (ii) approval of incurring and guaranteeing
+debt in excess of $250,000, (iii) approval of capital expenses in excess of $250,000, (iv) approval of changes in the business plan,
+(v) participation in budgeting, (vi) review of employment arrangements with key employees, (vii) participation in the selection of directors
+and director nominees, (viii) approval of sale of the company or assets and merger and acquisition transactions, and (ix) liquidation
+approval. These rights will be supplemented by agreements that will afford the founders, early owners and the holding company: (i) a
+right of first refusal on future financings, (ii) approval right on the issuance of securities for compensation purposes and stock option
+plan sizing, (iii) voting agreements so as to maintain the control by the holding company, (iv) drag-along sale and co-sale agreements,
+right of first refusal agreement on individual ownership holdings, and (v) an investor rights agreement. 
+10 
+In
+order to not be deemed an investment company under the regulation of the Investment Company Act of 1940, MDB will not operate in a manner
+such that it is or holds itself out as being engaged, or proposes to engage, in the business of investing, reinvesting, or trading in
+securities. Additionally, it will maintain what are characterized as “investment securities” under the Investment Company
+Act below forty percent (40%) of the value of the total assets of MDB on an unconsolidated basis, unless an exemption or safe harbor
+applies under that legislation. Securities issued by companies other than consolidated companies are generally considered “investment
+securities” for purposes of the Investment Company Act, unless other circumstances exist that have the holding company being actively
+involved in the management of the underlying company. We will consolidate these companies for financial statement purposes as long as
+they are majority-owned subsidiaries in which we hold voting power of fifty percent (50%) or greater. We expect to continue to have an
+active role in the management of our partner companies for a long period of time before and after funding, such as an IPO. 
+Not
+only for purposes of the Investment Company Act, but also to maintain our focus on exploring new investment opportunities through partner
+companies, rather than holding partner companies for long term investment and increasing our asset base, our intention is to distribute
+our partner companies and excess assets beyond what is needed to support the investments we plan to make under our public venture model. 
+Competition 
+Getting
+access to and deploying early-stage capital is very competitive. We believe our main competitors are traditional venture capital firms,
+other funds specializing in microcap and small cap investing and investment banks focusing on microcap and small cap companies. 
+We
+believe that our approach provides multiple benefits compared to existing models and traditional methods. However, many of our competitors
+are larger, have greater brand recognition, longer operating histories, established business relationships, access to greater amounts
+of capital, and significantly greater resources. We believe that we will be able to compete on many fronts based on our history and reputation,
+our plan to partner, encourage and support the development of our partner companies and their founders, our wide-ranging contacts in
+the financial and industry sectors, our ability to provide capital as needed, our ability to source and diligence new technologies and
+the experience of our professional human capital. 
+Our
+Group of Companies 
+Public
+Ventures 
+Our
+wholly-owned subsidiary, Public Ventures, licensed under the name Public Ventures LLC, a registered broker- dealer (CRD-:
+42677/SEC-: 8-49951) is the backbone of our financing business. Public Ventures operates under the d/b/a of “MDB
+Capital.” In 2024 we expanded its capabilities to act as a licensed clearing firm. 
+The
+Vision 
+We
+believe that venture stage businesses are more likely to succeed when supported and financed by a community of long-term oriented, like-minded
+investors and entrepreneurs who are experienced in the development of successful companies. We envision developing a close-knit community
+of such clients for Public Ventures who we will refer to as our Public Ventures “Members.” Our Members will be able to submit
+start-up and developing companies as potential candidates for obtaining financing through Public Ventures and/or as candidates to become
+partner companies for MDB. If they so choose and as dictated by their expertise, our Members will have opportunities to assist in development
+of companies that we finance at Public Ventures or who become partner companies and help them grow into tomorrow’s leaders. 
+We
+believe that such a community of investors can foster the growth of promising public companies under $500 million in market value, also
+known as microcap and/or small cap companies, by leveraging the knowledge of the community and sharing risk amongst its Members. 
+We
+believe that we are building a robust infrastructure to support our vision for Public Ventures. Our objective is to create a high-end
+service platform that will make investing in the microcap and/or small cap segment more accessible to and efficient for the Public Ventures
+Member community. Public Ventures recently began self-clearing operations of U.S equity securities. Its FINRA licensed self-clearing broker-dealer
+is capable of structuring and underwriting financing transactions as well as providing clearing services that enable clients to trade,
+clear, and settle securities in these companies. We also are able to provide expanded account maintenance activities, such as wire transfers,
+securities deposits and interest on cash deposits through typical cash management services. 
+11 
+We
+have successfully operated our broker-dealer for more than 25 years during which we have specialized in transactions for public venture
+companies. During that time, we built internal processes to perform diligence and prioritize the financing of deals based on the investment
+criteria that we have developed. We intend to leverage the lessons we have learned during these experiences to create processes, rating
+systems and reports that will be made available to our Member community and can be used to supplement their own processes for evaluating
+each opportunity and associated risks and making informed investment decisions. 
+The
+Public Venture Opportunity 
+Historically,
+the public markets have served as a significant funding source for companies with new ideas and enabled the growth and development of
+visionary technologies that lead to advancements in our society. We believe that venture investing in the public markets is the most
+transparent and liquid method for investors to participate in venture capital. Public venture is available to all classes of investors
+who all receive typically equal amounts of information about their investments. Companies like Amazon, Tesla, Walmart, Home Depot, among
+others, were brought public at very early stages, and capital provided through the public markets enabled their spectacular development
+into industry leaders. 
+Market
+dynamics have resulted in companies backed by traditional venture capital staying private for longer periods of time. In addition, regulatory
+changes affecting broker-dealers have resulted in a shift to high volume trading that relies on payment for order flow to make up for
+commission-less trading. This has resulted in broker-dealers devoting more resources to trading high volume, popular equities and away
+from providing service to microcap and small-cap public venture companies and their securities. As a result, the needs of long-term investors
+looking to support venture stage public companies and those of venture stage companies are not addressed by today’s brokerage firms
+who cater to traders. 
+We
+believe that the expected Public Ventures Member community, consisting of sophisticated individual investors, who are aware of the nature
+of venture investments and seek to build tomorrow’s leading companies, can drive the future of public venture capital formation.
+We believe that only this type of community can provide suitable financing options that will meet the needs of small public venture companies.
+We have the unique opportunity to provide the right framework and platform infrastructure to this community that will enable its Members
+to collectively underwrite public venture financings. 
+We
+expect our Members to be entrepreneurial and involved in different ventures. Under our framework, they will be encouraged and rewarded
+for successfully identifying business and ownership opportunities for the community that meet our criteria. We envision that our platform
+will encourage and allow Members to share information and formulate the nature of and pricing for any financing opportunities through
+the exchange of information about a particular opportunity. In addition, our framework is expected to consist of conducting diligence,
+creating comparative analysis, providing company information, and implementing rating systems. We believe that this information and transparency
+will enable high quality, informed decisions and facilitate market integrity. 
+Members
+and Member Sponsors 
+It
+is our intention to build our community of participants who share the collective goal of elevating and supporting development-stage
+companies and have an investor rather than a trader mindset. Persons who share the values and vision of the organization can be
+invited into the community as Members. We expect to encourage active participation of our Members such that they may be mentors of
+growth through starting, running, or connecting companies within the community or by being active early investors in the various
+business and ownership opportunities that arise. We plan to sponsor community Member forums, organized by geographic location,
+investing style and subject matter expertise and/or industry segments. We believe these forums will facilitate in-person meetings
+with companies, enable due diligence, and support investor engagement and camaraderie. 
+12 
+Members
+who originate business opportunities for the community will be known as “Member Sponsors” and will have additional roles,
+as regulations permit, in the financing of our partner companies. A Member Sponsor likely will be a liaison among a company looking for
+financing, Public Ventures’ internal team, and our community of Members. They will help the potential partner company complete
+required documentation, shepherding the company through the diligence process, and fostering introductions to Members and coordinating
+roadshow meetings. To the extent required, Member Sponsors will hold the required securities licenses and registrations. 
+Efficient
+Back Office Support 
+We
+have an out-source service contract with a Nicaraguan company with which the Company has worked for many years. The company, MDB Capital,
+S.A. is owned by two of the principal shareholders and officers of the Company. The services that the Company expects to out-source to
+the service provider will include administrative services to support Public Ventures and PatentVest, such as back office services related
+to brokerage and clearing firms, background investigations, preparing investment research reports, patent searches and analysis, and
+customer support services. Services that will be requested will be only those that can be provided by an out-source company within the
+context of U.S. privacy laws, FINRA regulation, and other applicable U.S. financial service and other regulation. 
+Based
+on recent Executive Orders imposing new and expanding prior sanctions on Nicaraguan businesses and on U.S. persons doing business in
+Nicaragua, however, there may be disruption to our being able to contract for out-sourced services with Nicaraguan entities. Therefore,
+we may have to adjust our business plan accordingly. 
+PatentVest 
+PatentVest
+is currently expanding its business operations. We believe PatentVest can become the first venture invention and commercialization intelligence
+platform created to assist technologists, advisors, venture capital investors, and established companies optimize technology commercialization.
+Our process takes in information from our proprietary patent database and transforms the information about inventions and intellectual
+property from a complex legal process into a manageable, measurable business process. The PatentVest process clearly defines the boundaries
+of an invention by providing context for previously developed ideas and analyzes how the invention, and therefore patent claims, differ
+from the discovered prior art in order to rationalize the essential distinctions that are the key value drivers. Understanding these
+boundaries, as well as how protectable and valuable these boundaries are, is essential to better guide strategic business and patentability
+decisions. In our experience, this PatentVest process answers the most important questions for a technology platform: how to innovate,
+how to improve its ideas, and how to deploy these ideas where they matter most. 
+Our
+innovation in a box process seeks to include the following elements and outcomes: 
+●
+Improve idea prioritization – Allows inventors and financial backers to weigh the value of a given idea by ascertaining the uniqueness
+of such invention. 
+●
+Enhance the value of an invention – Understanding invention boundaries allows patent attorneys to draft patent claims in a way
+that confers the most available protection without being encumbered by prior art. 
+●
+Optimize strategic decisions – Deeply understand the competitive landscape, identify issues that possible partners are trying to
+solve, prioritize markets where an invention might be the most valuable, and identify possible acquirers. 
+PatentVest
+History 
+Eighteen
+years ago, PatentVest’s founders recognized that intellectual property was the most valuable asset for technology companies and
+began building a proprietary patent database and software platform to help companies manage these assets. During these years, PatentVest
+has been continuously iterating uses for available information to potentially enable better investment decisions as well as to guide
+the development of such technology once investment decisions were made. We believe that PatentVest has helped start-up companies move
+from having novel ideas to becoming technology leaders. As a result, in our opinion, PatentVest is capable of providing the backbone
+of an investment idea selection process, as well as forming intellectual property and business development strategies. We believe utilizing
+the PatentVest Innovation in a Box process will enhance our ability to optimize our selection process with respect to partner companies
+as well as when selecting underwriting candidates for Public Ventures. 
+13 
+We
+also believe that the PatentVest services will aid companies to define their intellectual property assets in their capital raising activities
+and will be available to other companies that see to build their intellectual property outside of the context of working with MDB and
+Public Ventures. 
+PatentVest
+Objective 
+PatentVest
+starts with a technology assessment, where it evaluates the technology to establish whether or not the technology is unique and a company
+can create a leadership position with the identified intellectual property. Assessment is extensive covering an investigation into the
+players in the particular industry space, whether the technology truly is innovating, can value be created with the technology, what
+is the market and can there ultimately be value creation. The assessment phase includes an examination of existing patents and applications,
+scientific publications and other public data. After the assessment, a strategy is developed, which will include where to focus R&D,
+what to patent or keep as a trade secret, and the jurisdictions in which to protect the intellectual property, and based on the assessment
+and strategy, help develop a business plan to progress the intellectual property. PatentVest also may provide development budgets and
+help identify critical persons with which to work. PatentVest will be able to implement prosecution of patents and other intellectual
+property, maintain surveillance of the intellectual property space, and provide reporting on developments in the particular intellectual
+property space. 
+We
+believe that the PatentVest process will provide a fundamental advantage to helping create a leadership position for a company with unique
+intellectual property. By knowing and understanding the particular intellectual property space, having a focused R&D and intellectual
+property development plan, a coherent business plan, and providing the related aspects of setting up a development company with the right
+persons and financial backing, the success of the company in being a value creator in its industry vertical is improved. As part of this
+overall process, the involvement of Public Ventures can add to the value creation with its financing resources. 
+It
+has been our experience when evaluating, investing in or advising technology companies that intellectual property strategy development
+and related processes are most often led by attorneys and is separate from the other invention and business processes at these companies.
+We have seen that this work is typically outsourced and, as a result, key company personnel are often neither engaged in the claim drafting
+process nor are aware of how their patents have potentially changed during prosecution. Many of the inventors and business executives
+with whom we have engaged have a modest knowledge regarding what their claims cover or what the boundaries of their claims are in relation
+to other companies. We believe that it is very difficult, if not impossible, to truly understand either what a company “owns”
+or to effectively evaluate a given invention’s potential uniqueness and ultimately its potential value without this perspective. 
+14 
+We
+believe the companies that will derive the greatest benefit from PatentVest’s services are technology companies with a few current
+active patent applications that are expected to primarily drive the value of their companies with their inventions. The analysis and
+information provided by the PatentVest process, as documented in reports to its clients, is expected to guide technology companies as
+they seek to prioritize ideas and develop their intellectual property and business strategies. We believe that PatentVest will not only
+provide MDB with additional clarity in selecting its partner companies and Public Ventures in selecting underwriting candidates, but
+also to any technology company in their decision-making processes seeking to maximize the value of their inventions. 
+The
+PatentVest Model 
+We
+plan to use PatentVest to help technology companies innovate and deploy their innovations in the most valuable manner as well as to support
+our processes. We believe that PatentVest has one of the most comprehensive global patent databases available, containing more than 148
+million patents and covering 116 countries. PatentVest has built software processes and tools that make it possible to efficiently mine
+vast amounts of data and structure this data in a way that can be analyzed by its team of analysts. In addition, PatentVest has assembled
+the human capital required to cost-effectively analyze such data and build the reports for companies that are expected to be the backbone
+of our services. Our objective is to serve approximately 30 client companies at any one time once we have scaled our operations. 
+PatentVest
+has developed different report formats that provide information within context in a way that we think can be quickly processed by decision-makers
+and help provide answers to the most valuable questions for the companies we will target as our business development opportunities. The
+insights presented in our reports are the culmination of a long, iterative process that we have refined by the constant questioning of
+which data is valuable to building technology companies. 
+PatentVest
+as a Law Firm 
+On
+September 20, 2022, the Supreme Court of the State of Arizona licensed PatentVest to practice law as an Alternative Business Structure,
+or ABS. An ABS is a business entity that includes non-lawyers that have an economic interest or decision making authority in a law firm.
+We intend to develop and maintain a team of highly trained legal professionals and staff that will principally provide legal services
+related to intellectual property matters under federal law. We are in the process of operationalizing the firm and taking on clients.
+Matters that we will be undertaking will generally be patent prosecution and intellectual property protection. Through offering legal
+services we intend to enhance the value of inventions by addressing questions of strategy and perspective along with the technical merits
+of an invention. The provision of legal services by PatentVest will be limited to those technology companies specifically engaged by
+PatentVest for such services and is intended to provide all the rights and privileges of the attorney-client relationship. 
+Because
+the only other state that permits an ABS like ownership is Colorado, which is a more limited authorization than afforded by Arizona,
+PatentVest will not be able to expand its Arizona ABS into other states. The focus of the PatentVest ABS is on patent issues and patent
+prosecution which is largely a federal practice, therefore the restriction of its practice to the State of Arizona is not seen as a limitation.
+Where it has clients that seek legal representation outside of the State of Arizona, the PatentVest ABS will make referrals to firms
+licensed in appropriate jurisdictions. 
+MDB
+Minnesota One 
+M1, a partner
+company, with the vision of developing a small molecule anti-senescence platform comprised of pharmaceutical
+drugs or other products to aid in longevity and to inhibit certain forms of age-related diseases (the “M1 Platform”). The
+focus of the M1 Platform is to treat senescent cells, which are dysfunctional cells that have permanently
+stopped dividing, that have been implicated in the aging process, and that permit the development of chronic low-grade inflammation.
+This chronic inflammation has been linked to a variety of age-related diseases, including multiple fibrotic conditions that have limited
+treatment options and poor prognoses. 
+Studies
+conducted at Mayo Clinic have shown the potential of certain molecules to target and eliminate senescent cells with a significant therapeutic
+window, reversing fibrosis across multiple conditions. The global longevity and anti-senescence therapy market is projected to reach
+nearly $45 billion by 2030. 
+On
+July 1, 2024, M1 entered into a Patent and Know-How License Agreement (the “License Agreement”) with the Mayo Foundation
+for Medical Education and Research (“Mayo”) for certain patent rights and associated technology pursuant to which M1 intends
+to develop the M1 Platform. The License Agreement grants M1 rights to develop and commercialize Mayo’s patented technology and
+know-how for all fields of use on a worldwide basis. Under the terms of the License Agreement, M1 holds an exclusive license of patent
+rights and a non-exclusive license for the associated technology to make, have made, use, offer for sale, sell, and import licensed products
+and derivatives. 
+As
+part of initial consideration for the License Agreement, M1 issued 1,980,000 shares of common stock equity to Mayo; which at that time
+represented thirty-three percent of its shares. M1 also paid an initial license fee of $150,000 as part of the initial consideration.
+M1 will pay earned royalties on future net sales (including modest minimum annual royalties, which commence in the second year of the
+term of the License Agreement and gradually increase and plateau over time, and which will be credited against earned royalties due on
+net sales), and a percentage of any sublicensing income. The earned royalty commences after the first commercial sale of a licensed product.
+At December 31, 2024 there were no accrued royalties recorded. 
+Under
+the License Agreement, M1 is required to achieve certain development milestones within designated time periods. For select development
+milestones, as listed below, M1 will be required to make a payment to Mayo, also as noted below: 
+● 
+A
+payment of $250,000 for Phase II clinical trial initiation, for the first instance of a licensed product. 
+● 
+A
+payment of $1.5 million for Phase III clinical trial initiation, for the first instance of a licensed product. 
+● 
+A
+payment of $2 million for FDA New Drug Application (NDA) acceptance, for the first instance of a licensed product. 
+● 
+A
+payment of $5 million for NDA approval, for each instance of a licensed product. 
+As
+of December 31, 2024 the development milestones noted above are not required to have been met and have not been met. There are other
+developmental milestones in the License Agreement relating to funding of the business and to initiating various clinical trial phases
+over time. 
+M1
+is currently in the pre-clinical development stage of the M1 Platform and is undertaking important feasibility studies, iterative testing,
+and collection of drug safety and toxicity data. 
+15 
+Regulation 
+Broker-Dealer
+Regulation 
+Our
+broker-dealer subsidiary, Public Ventures, is subject to regulations governing every aspect of its securities business, including the
+execution of securities transactions; capital requirements; record-keeping and reporting procedures; relationships with clients, including
+the handling of cash and margin accounts; the experience of and training requirements for certain employees; and business interactions
+with firms that are not members of regulatory bodies. As a participant in the financial services industry, it is subject to the complex
+and extensive regulation of the U.S. federal and state regulatory agencies, self-regulatory organizations and securities exchanges and
+certain other authorities with oversight on banking and money laundering. The laws, rules and regulations comprising the regulatory framework
+applicable to broker-dealers are constantly changing, as are the interpretation and enforcement of existing laws, rules and regulations.
+The effect of any such changes cannot be predicted. 
+Public
+Ventures is registered as a securities broker-dealer with the SEC and is required to be a member of FINRA. FINRA is a self-regulatory
+body composed of members, such as our broker-dealer subsidiary, that have agreed to abide by its rules and regulations. FINRA may expel,
+fine and otherwise discipline member firms and their employees. Public Ventures is also licensed as a broker-dealer in 33 states in the
+U.S., requiring it to comply with the laws, rules and regulations of each state. Additionally, Public Ventures might register in additional
+states from time to time as needed. Each state may revoke the license to conduct securities business, fine, and otherwise discipline
+broker-dealers and their employees. 
+Public
+Ventures is subject to the SEC’s Uniform Net Capital Rule, Rule 15c3-1, which may limit our ability to make withdrawals of capital
+from the broker-dealer subsidiary. The Uniform Net Capital Rule sets the minimum level of net capital a broker-dealer must maintain and
+also requires that a portion of a broker-dealer’s assets be relatively liquid. In addition, Public Ventures is subject to certain
+notification requirements related to withdrawals of excess net capital. 
+We
+are also subject to the USA PATRIOT Act of 2001 (the “Patriot Act”), which imposes obligations regarding the prevention and
+detection of money-laundering activities, including the establishment of client due diligence, client verification and other compliance
+policies and procedures. Failure to comply with these requirements may result in monetary, regulatory and, in the case of the USA Patriot
+Act, criminal penalties. We are subject to the Securities Investor Protection Act of 1970, which created the Securities Investors Protection
+Corporation (SIPC), which provides certain client protection to clients related to their brokerage accounts. We are subject to certain
+treasury regulations, such as Regulation T, relating to how money may be lent to clients and used, and the rules related to margin accounts. 
+Broker-dealers
+are also subject to ongoing duties of financial responsibility, client protection and good conduct. These include, among other things,
+(i) client funds and securities must be segregated from the broker-dealer’s proprietary business operations, (ii) maintaining basic
+bookkeeping requirements including records of trades, receipts, positions held in different securities, trial balances, complaints, and
+compliance, together with reports to be filed periodically, (iii) executing orders on behalf of clients to ensure the best execution
+possible, disclosing information relevant to investors, charging prices in line with market conditions, and disclosing conflicts of interest,
+(iv) only recommending investments or strategies that are suitable for the clients concerned, (v) communicating in a fair, balanced,
+and not misleading way with clients, (vi) observing rules concerning maximum value of gifts made to clients and political contributions,
+and (vii) filing reports of any suspicious activities noted by the broker-dealer, including investments over predefined monetary limits. 
+SEC
+Regulation Best Interest requires that a broker-dealer and its associated persons act in a retail client’s best interest and not
+place their own financial or other interests ahead of a retail client’s interests when recommending securities transactions or
+investment strategies, including recommendations of types of accounts. To meet this best interest standard, a broker-dealer must satisfy
+four component obligations, including a disclosure obligation, a care obligation, a conflict of interest obligation, and a compliance
+obligation, and both broker-dealers and investment advisers are required to provide disclosures about their standard of conduct and conflicts
+of interest. 
+In
+addition to the SEC, various states have proposed or adopted laws and regulations seeking to impose new standards of conduct on broker-dealers
+that, as written, differ from the SEC’s new regulations and may lead to additional implementation costs if adopted. The SEC did
+not indicate an intent to preempt state regulation in this area, and some of the state proposals would allow for a private right of action. 
+16 
+Various
+regulators, including the SEC, FINRA and state securities regulators and attorneys general, conduct both targeted and industry-wide investigations
+of certain practices relating to the financial services industry, including sales and marketing practices, valuation practices, and compensation
+arrangements. 
+A
+variety of data privacy laws to protect personal information obligate broker-dealers to provide notice about its data handling practices,
+to offer certain opt-outs, and to implement reasonable security measures to deter unauthorized access. Broker-dealer internal and external
+electronic communications may only be made on approved devices and platforms that are encrypted and secure and will capture all communications
+in the broker-dealer’s records. The cost and burden of taking cybersecurity measures, having personnel oversee compliance and staying
+current with respect to new technology developments continues to grow. 
+Our
+broker-dealer accounting, administrative and operations personnel are responsible for financial controls, internal and external financial
+reporting, compliance with regulatory and legal requirements, office and personnel services, management information and telecommunications
+systems, and the processing of our securities transactions. We are subject to the privacy laws applicable to financial institutions in
+respect of our securities business. 
+As
+is common in the securities industry, our broker-dealer subsidiary is subject to regular reviews of and investigations into our
+operations, some of which progress to regulatory actions that may result in fines, censures, and limitations on activity. Currently,
+we are the subject of a review of past broker-dealer activities, which may be either resolved without further regulatory action or
+escalated such that we could be subject to one or more penalties. At this time, we are cooperating with the reviews, and we do not
+know whether or not it will escalate to regulatory action and, if it does, what violations of rules and regulations may be
+asserted against the broker-dealer and what the potential final resolutions might be. 
+Self-Clearing
+Regulation 
+In
+January 2024 Public Ventures began self-clearing U.S. equity securities. As part of this process, in addition to the
+broker-dealer regulation described above, Public Ventures is subject to regulation directed to self-clearing operations and must
+demonstrate that its financial, operational and systems capacities are able to perform this business while complying with
+regulations, including those of the SEC, FINRA, Depository Trust Clearing Corporation (“DTCC”), and National Securities
+Clearing Corporation (“NSCC”). To operate the self-clearing activity, we must meet different capitalization requirements
+than those of an introducing broker-dealer, maintaining a capital structure with various cash and cash equivalent assets and
+retaining access to necessary lines of credit that can assure our ability to comply with changing deposit requirements. We expect
+that these regulations will continue to undergo substantial changes and may require additional capital as settlement operations moves to T+0 in the future. 
+17 
+Data
+Protection and Cyberattack Regulation 
+In
+the course of our operations and in the processing of transactions, we collect, process, store, disclose, use, share and/or transmit
+personal information and other sensitive data from current, past and prospective clients as well as our employees in and across multiple
+jurisdictions. The regulatory framework for privacy issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable
+future. There are federal, state and foreign laws and regulations regarding privacy, data security and the collection, processing, use,
+storage, protection, sharing and/or transmission of personal information and sensitive data. For example, the Gramm-Leach-Bliley Act
+(“GLBA”) (along with its implementing regulations) restricts certain collection, processing, storage, use and disclosure
+of personal information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent
+the use and disclosure of certain nonpublic or otherwise legally protected information. Additionally, many states continue to enact legislation
+on matters of privacy, information security, cybersecurity, data breach and data breach notification requirements. For example, as of
+January 1, 2020, the California Consumer Privacy Act (“CCPA”) grants additional consumer rights with respect to data privacy
+in California. The CCPA, among other things, entitles California residents to know how their personal information is being collected
+and shared, to access or request the deletion of their personal information and to opt out of certain sharing of their personal information.
+The CCPA is subject to further amendments pending certain proposed regulations that are being reviewed and revised by the California
+Attorney General. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches
+that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with,
+data breach litigation. We cannot predict the impact of the CCPA on our business, operations or financial condition, but it could result
+in liabilities and/or require us to modify certain processes or procedures, which could result in additional costs. 
+Additionally,
+the California Privacy Rights Act (“CPRA”) was passed in November 2020 and went into effect in most material respects
+starting on January 1, 2023. The CPRA imposes additional obligations on companies covered by the legislation and will significantly
+modify the CCPA, including by expanding clients’ rights with respect to certain sensitive personal information. The CPRA also
+creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. The effects of the
+CCPA and the CPRA are potentially significant and may require us to modify our data collection or processing practices and policies
+and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement
+and/or litigation. 
+We
+expect more states to enact legislation similar to the CCPA and the CPRA, which provide clients with new privacy rights and increase
+the privacy and security obligations of entities handling certain personal information of such clients. The CCPA has prompted a number
+of proposals for new federal and state-level privacy legislation, such as in Virginia and Colorado, both with laws that took effect in
+2023. It is anticipated that all such laws will add additional complexity, have variation in requirements, restrictions and potential
+legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful
+data and could result in increased compliance costs and/or changes in business practices and policies. 
+Additionally,
+our broker-dealer, Public Ventures, is subject to SEC Regulation S-P, which requires that businesses maintain policies and procedures
+addressing the protection of client information and records. This includes protecting against any anticipated threats or hazards to the
+security or integrity of client records and information and against unauthorized access to or use of client records or information. Regulation
+S-P also requires businesses to provide initial and annual privacy notices to clients describing information sharing policies and informing
+clients of their rights. 
+Because
+the interpretation and application of many privacy and data protection laws are uncertain, it is possible that these laws may be interpreted
+and applied in a manner that is inconsistent with our existing data management practices or the features of our services and platform
+capabilities. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change
+our business activities and practices or modify our platform, which could have an adverse effect on our business. Any violations or perceived
+violations of these laws, rules and regulations by us, or any third parties with which we do business, may require us to change our business
+practices or operational structure, including limiting our activities in certain states and/or jurisdictions, addressing legal claims
+by governmental entities or private actors, sustaining monetary penalties, sustaining reputational damage, expending substantial costs,
+time and other resources and/or sustaining other harms to our business. Furthermore, our online, external-facing privacy policy and website
+make certain statements regarding our privacy, information security and data security practices with regard to information collected
+from our clients or visitors to our website. Failure or perceived failure to adhere to such practices may result in regulatory scrutiny
+and investigation, complaints by affected clients or visitors to our website, reputational damage and/or other harm to our business.
+If either we, or the third-party service providers with which we share client data, are unable to address privacy concerns, even if unfounded,
+or to comply with applicable privacy or data protection laws, regulations and policies, it could result in additional costs and liability
+to us, damage our reputation, inhibit sales and harm our business, financial condition and results of operations. 
+18 
+In
+the normal course of business, we collect, process, use and retain sensitive and confidential information regarding our clients and prospective
+clients, including data provided by and related to clients and their transactions, as well as other data of the counterparties to their
+payments. We also have arrangements in place with certain third-party service providers that require us to share client information.
+Although we devote resources and management focus to ensuring the integrity of our systems through information security and business
+continuity programs, our facilities and systems, and those of third-party service providers, are vulnerable to actual or threatened external
+or internal security breaches, acts of vandalism, theft, fraud or misconduct on the part of employees, other internal sources or third
+parties, computer viruses, phishing attacks, internet interruptions, disruptions or losses, misplaced or lost data, ransomware, unauthorized
+encryption, denial-of-service attacks, social engineering, unauthorized access, spam or other attacks, natural disasters, fires, terrorism,
+war, telecommunications or electrical interruptions or failures, programming or human errors or malfeasance and other similar malicious
+or inadvertent disruptions or events. We and our third-party service providers from time to time have experienced and may in the future
+continue to experience such instances. In some cases, the bad actors facilitated unauthorized financial transactions. We also face security
+threats from malicious third parties that could obtain unauthorized access to our systems and networks, which threats we anticipate will
+continue to grow in scope and complexity over time. These events could interrupt our business or operations, result in legal claims or
+proceedings, result in significant legal and financial exposure, supervisory liability under U.S. federal or state, or non-U.S. laws
+regarding the privacy and protection of information, including personal information, damage to our reputation and a loss of confidence
+in the security of our systems, products and services. Although the impact to date from these events has not had a material adverse effect
+on us, no assurance is given that this will be the case in the future. 
+Information
+security risks in the financial services industry have increased recently, in part because of new technologies, the use of the internet
+and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased
+sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and other malicious third parties. In
+addition to cyberattacks and other security breaches involving the theft of sensitive and confidential information, hackers, terrorists,
+sophisticated nation-state and nation-state supported actors and other malicious third parties recently have engaged in attacks that
+are designed to disrupt key business services, such as consumer-facing websites. We and our third-party service providers may not be
+able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques
+used to sabotage or to obtain unauthorized access to our or our third-party service providers’ technology, systems, networks and/or
+physical facilities in which data is stored or through which data is transmitted change frequently and because attacks can originate
+from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents. Nonetheless,
+early detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. We also may fail to detect
+the existence of a security breach related to the information of our clients and to prevent or detect service interruption, system failure
+or data loss. Further, as a significant number of people work from home, these cybersecurity risks may be heightened by an increased
+attack surface across our business and those of our clients and third-party service providers. We cannot guarantee that our efforts,
+or the efforts of those upon whom we rely and partner with, will be successful in preventing any such information security incidents. 
+The
+access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our clients or our proprietary
+information, software, methodologies and business secrets could interrupt our business or operations, result in significant legal and
+financial exposure, supervisory liability, damage to our reputation or a loss of confidence in the security of our systems, products
+and services, all of which could have a material adverse impact on our business. In addition, there recently have been a number of well-publicized
+attacks or breaches affecting companies in the financial services industry that have heightened concern by clients, which could also
+intensify regulatory focus, cause clients to lose trust in the security of the industry in general and result in reduced use of our services
+and increased costs, all of which could also have a material adverse effect on our business. 
+Most
+jurisdictions (including all 50 states) have enacted laws requiring companies to notify individuals, regulatory authorities and/or others
+of security breaches involving certain types of data. In addition, our agreements with certain partners and service providers may require
+us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause
+our clients, partners and service providers to lose confidence in the effectiveness of our security measures and require us to expend
+significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach. A
+security breach of any of our vendors that processes personal information of our clients may pose similar risks. 
+19 
+A
+security breach may also cause us to breach client contracts. Our agreements with certain partners and service providers may require
+us to use industry-standard or reasonable measures to safeguard personal information. We also may be subject to laws that require us
+to use industry-standard or reasonable security measures to safeguard personal information. A security breach could lead to claims by
+our clients or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we
+could be subject to legal action or our clients could end their relationships with us. There can be no assurance that the limitations
+of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages, and in some
+cases our client agreements may not limit our remediation costs or liability with respect to data breaches. 
+Litigation
+resulting from security breaches may adversely affect our business. Unauthorized access to our technology, systems, networks or physical
+facilities, or those of our third-party service providers, could result in litigation with our clients or other relevant stakeholders.
+These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our
+costs of doing business or adversely affect our reputation. We could be required to fundamentally change our business activities and
+practices or modify our products and/or technology capabilities in response to such litigation, which could have an adverse effect on
+our business. If a security breach were to occur, and the confidentiality, integrity or availability of personal information was disrupted,
+we could incur significant liability, or our technology, systems or networks may be perceived as less desirable, which could negatively
+affect our business and damage our reputation. 
+We
+may not have adequate insurance coverage with respect to liabilities that result from any cyberattacks or other security breaches or
+disruptions suffered by us or third parties upon which we rely. The successful assertion of one or more large claims against us that
+exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition
+of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that
+our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers
+will not deny coverage as to any future claim. 
+While
+we take precautions to prevent consumer identity fraud, it is possible that identity fraud may still occur or has occurred, which may
+adversely affect the performance of our products and services or subject us to scrutiny or penalties. 
+Arizona
+Law Firm Regulation 
+The
+law firm owned and operated by PatentVest is subject to the Arizona Supreme Court under Rule 31.1(c) and the Arizona Code of Judicial
+Administration, or ACJA, Section 7.209, relating to Alternative Business Structures, or ABS. An ABS is an entity that includes non-lawyers
+who have an economic interest or decision-making authority as defined in ACJA 7-209 which may employ, associate with, or engage a lawyer
+or lawyers to provide legal services to third parties. An ABS (1) must employ at least one person who is an active member in good standing
+of the State Bar of Arizona who will supervise the practice of law under the rules of the Arizona Supreme Court for the entity, (2) has
+been licensed by the Arizona Supreme Court after application to the Committee on ABSs, and (3) will provide legal services by persons
+authorized to do so and in compliance with the Rules of Supreme Court as generally applied to the practice of law and the particular
+regulations applicable to an ABS. An approval is made in favor of an ABS application if the Committee on ABSs finds that the applicant
+meets, among others, the following objectives: (a) protecting and promoting the public interest; (b) promoting access to legal services;
+and (c) encouraging an independent, strong, diverse, and effective legal profession. The Committee on ABSs should also find that the
+applicant (a) has lawyers providing legal services to consumers that will act with the independence that is consistent with the lawyers’
+professional responsibilities and standards, (b) the lawyers will make decisions in their practice that are in the best interest of clients,
+(c) the ABS maintains confidentiality consistent with Arizona Rule of Supreme Court 42, and (d) the other business policies or procedures
+of the ABS do not interfere with a lawyers’ duties and responsibilities to clients. 
+An
+ABS is also subject to all the rules and regulations associated with the ethical rules of a law firm operating in the State of Arizona.
+These rules are found in Section 7-209 of the Code of Judicial Administration and the Arizona Supreme Court Rules. Together the rules
+address issues relating to (i) conflict of interest situations for client representation, (ii) issues relating to the sale of a law practice,
+(iii) law firm owner responsibilities such as for having sufficient managerial authority, effective internal policies and procedures,
+and procedures for the conformity of law employees to the rules of professional conduct and procedures for non-law employees, and (iv)
+adequate trust account requirements, including the annual certification requirement. The rules also address code of conduct issues such
+as lawyer independence in the provision of services, the diligent and promptness of rendering legal services, and record maintenance,
+among others. An ABS and its law employees will be subject to the disciplinary rules 46 et. seq. of the Arizona Supreme Court. 
+20 
+Because
+the only other state that permits an ABS like ownership is Colorado, which is a more limited authorization than afforded by Arizona,
+PatentVest will not be able to expand its Arizona ABS into other states. The focus of the PatentVest ABS, however, is on patent issues
+and patent prosecution which is largely a federal practice, therefore the restriction of its practice to the State of Arizona is not
+seen as a limitation on its operations. Where it has clients that seek legal representation outside of the State of Arizona, the PatentVest
+ABS will make referrals to firms licensed in appropriate jurisdictions. 
+U.S.
+Foreign Corrupt Practices Act 
+The
+U.S. Foreign Corrupt Practices Act, or FCPA, prohibits U.S. corporations and individuals from engaging in certain activities to obtain
+or retain business abroad or to influence a person working in an official capacity. It is illegal to pay, offer to pay or authorize the
+payment of anything of value to any foreign government official, government staff member, political party or political candidate in an
+attempt to obtain or retain business or to otherwise influence a person working in an official capacity. The scope of the FCPA includes
+interactions with certain healthcare professionals in many countries. Equivalent laws have been adopted in other foreign countries that
+impose similar obligations. 
+Human
+Capital 
+As
+of the date of this filing, overall there are approximately 16 full time employees of MDB, employed directly or indirectly through MDB
+CG Management, Inc. (“MDB Management”). We also engage from time-to-time consultants for various activities. 
+MDB
+Management also has an agreement with MDB Capital S.A., an affiliated Nicaraguan company, for MDB Capital S.A. to provide services to
+the Company on an out-source, as required service basis. The services are provided on a specific request, within an identified scope
+of activity, from time to time. Primarily the services will be administrative support services, research activities, and analytical services
+as necessitated by the holding company, Public Ventures, PatentVest and partner companies. 
+As
+our business develops, we establish partner companies and we enhance our operations, we anticipate the number of employees and consultants
+will grow. In addition, we also anticipate adding human capital contractors, consultants, clinical research organizations and collaborative
+businesses to perform clinical studies, toxicology assessment, manufacturing, regulatory, and other operational functions. 
+Legal
+Matters 
+We
+are not currently subject to any material legal proceedings. However, we may from time to time become a party to various legal proceedings
+arising in the ordinary course of our business. 
+21

raw/filings/0001934642/2024/0001641172-25-001819/item13.txt

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+Item
+13. 
+Certain Relationships and Related Transactions, and Director Independence 
+77

raw/filings/0001934642/2025/0001493152-26-013924/filing_metadata.csv

@@ -0,0 +1,2 @@
+cik,ticker,company_name,year,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url
+0001934642,MDBH,"MDB Capital Holdings, LLC",2025,10-K,2026-03-31,2025-12-31,2026-03-31T15:26:01.000Z,0001493152-26-013924,form10-k.htm,10-K,10693443,1,1,https://www.sec.gov/Archives/edgar/data/1934642/000149315226013924/form10-k.htm,https://www.sec.gov/Archives/edgar/data/1934642/000149315226013924/

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+Item
+1. Business 
+Introduction 
+MDB
+Capital Holdings, LLC (“MDB”) serves as a foundational platform specializing in financing startups, partnering with co-founders,
+and fostering value creation. This platform sets the stage for nascent ideas and entrepreneurial talent to take root. MDB is comprised
+of a group of companies that together serve as this unified foundational platform. 
+One
+of the companies in our group, Public Ventures, LLC (“Public Ventures”), which operates under the D/B/A of “MDB
+Capital,” operates as a growth catalyst, focusing on community-driven micro and small-cap financings and is a self-clearing broker dealer. It enables companies to
+scale through the initial financing stages ranging from $5 million to sixty million dollars and facilitates their transition into
+public markets with select IPOs valued in the range of twenty to fifty million dollars. Public Ventures also may provide financing
+to post-IPO companies that continue to meet its overall business criteria for investment. 
+Another
+company in our group, PatentVest, Inc. (“PatentVest”) complements the platform as an integrated intellectual property (“IP”)
+solution and IP service provider, acting as a strategic law firm to guide technology companies through the intricacies of IP law and
+provides companies with IP strategy development. It plays a pivotal role in positioning companies to become leaders in their respective
+spaces and curates premier opportunities for MDB and Public Ventures, which leads to our Big Idea Companies. 
+MDB
+Minnesota One, Inc (“M1”), a partner company, was created in mid-2024 with the vision of developing a small molecule anti-senescence
+platform comprised of pharmaceutical drugs or other products to aid in longevity and to inhibit certain forms of age-related diseases
+(the “M1 Platform”). The focus of the M1 Platform is to treat senescent cells, which
+are dysfunctional cells that have permanently stopped dividing, that have been implicated in the aging process, and that permit the development
+of chronic low-grade inflammation. This chronic inflammation has been linked to a variety of age-related diseases, including multiple
+fibrotic conditions that have limited treatment options and poor prognoses. 
+MDB
+supports a continuous process, dubbed our Big Idea Pipeline, designed to surface new Big Idea Companies and other opportunities for
+our platform. We believe that the Big Idea Pipeline showcases the progression of tech initiatives from discovery to
+commercialization stages. Initially, in any given calendar cycle, a substantial number of potential tech ideas are scouted from
+various sources, including referrals, universities, and conferences. From this broad pool, approximately 250 technologies are
+identified annually as relevant and with potential alignment with our business model. A more focused group of these ideas, about 50,
+evolves into, what we call, active Big Idea Companies. Progressing further, approximately ten of these companies reach advanced
+stages within the selection process, indicating a deeper engagement and evaluation by MDB. At the pinnacle of the pipeline, as of
+the date of filing this Annual Report on Form 10-K, two Big Idea Companies are currently in active negotiations, marking the final step before potential
+partnership or investment. This is a continuous process with the Big Idea Pipeline in constant flux as new ideas emerge or evolve.
+MDB’s disciplined and structured approach to vetting the Big Idea Pipeline allows us to cultivate and invest in innovative
+technologies with the potential to scale and succeed in the market. 
+MDB’s
+investment criteria focuses on six key areas to identify early-stage companies poised for success in public markets. These potential
+partner companies should exhibit “Tech Leadership Potential,” with distinct differentiation that pioneers a new technological
+category. “Platform Technology” is essential, with core technology that can span various vertical markets or indications.
+They should be at an “Early Inflection Point,” where the timeline and costs to validate technology feasibility in the commercial
+marketplace are reasonable. “Clear Market Insertion” is also critical, with technology disruption significant enough to incentivize
+stakeholders for market entry. The target companies should have “Large Market Potential,” addressing substantial unmet needs
+with vast market opportunities. Lastly, a “Strong IP Position” is necessary, meaning a robust and defensible intellectual
+property stance with broad claims to secure a sustainable competitive edge. 
+5 
+In
+essence, the investment philosophy is to scout for companies that not only stand at the vanguard of technology but also demonstrate the
+capacity to disrupt markets, backed by solid intellectual property and clear pathways to market adoption and growth. 
+Together,
+our platform represents a holistic approach to leadership development in the general technology industry. Our objective is to provide
+a continuum of support to our partner companies, from inception through growth phases, culminating in market leadership. Each part of
+the overall platform is integral to the journey of a start-up, providing tailored resources, expertise, management guidance and resources,
+and financial backing as necessary to evolve our partner company into a significant player in the technology sector. This unity of purpose
+exemplifies the strategic foresight of MDB’s commitment to launching Big Ideas and developing industry leaders. 
+Overview 
+MDB
+was founded in 1997, originally operating as MDB Capital Group, LLC, for the purpose of engaging with companies holding visionary technology,
+inventors, and technology entrepreneurs. To maximize the impact of our actions and culture, under our business plan, we embark on each
+journey with a company at an early point, typically acting as founders and providing the initial rounds of capital, in the manner of
+a partner and usually before a specified management structure has been put in place. Part of our role as founders often includes locating
+the technology that will form the basis of the new enterprise. The technologies may be found in universities, in larger companies where
+it is not being used or understood, in start-up companies, and with inventors. Not only do we act as founders and providing the first
+capital rounds, we assist with structuring the plans for the company development, such as the steps from research and development to
+initial commercialization, the intellectual property strategy, business objectives, and financing. We refer to these subsidiary companies
+as “partner companies.” 
+Our
+model typically includes a two-step financing approach with our partner companies: we put in seed capital, as founders, and the
+first round of capital between $5 to $10 million to set the business on an operational foundation. Our plan is to then raise
+additional amounts of substantive capital to bring the technology closer to validation or to be able to commence commercialization,
+typically in the range of $20 to $60 million overall. We plan on additional financing by means of public offerings or alternative
+value realization. Our community of sophisticated, individual investors with like-minded goals and values, supports our model, where
+we will draw on their capital, knowledge, connections and expertise. We anticipate that value creation will be generated after any
+number of years of patient ownership and corporate effort, and value realization might include any number of methods, such as
+continued holding and operating, initial public offerings (“IPO”), joint ventures, licensing, asset sales and merger
+transactions, depending on the particular business model and industry. 
+We
+believe that we successfully have used the private and public capital markets to finance growth companies. Being able to find
+disruptive technologies to develop, acting as corporate founders, owners, directors and management, and conducting financing
+activities for those companies in which we are strategically involved for the long term, we believe we have a different model of
+helping companies grow than that of the typical private venture capital model. We refer to our approach as public venture capital.
+We find the technology and then we work to analyze the technology leadership position by our surveying the marketplace so as to
+establish a research and development and intellectual property development strategy to create a dominant position in the distinct
+technology vertical. Then we create the basic company, we set up its management, we define its business plan, we nurture its
+enterprise, and we provide its financings in its early-stage rounds, and then we likely will act as the underwriter or selling agent
+for their IPO, other financing or disposition. It is our plan to remain involved with our partner companies for the long term. Where
+there is an IPO, we plan to stay on for several years thereafter, by being members of the board, having consulting agreements,
+providing strategic business advice, and participating in, advising on or facilitating further financing rounds. We believe, most
+importantly, that one gauge of the partner company success is that the partner company will successfully foster community, where
+community members who seek to create value at the companies, in connection with our self-clearing broker-dealer, Public Ventures. Our typical complete public and private follow-on offerings continue supporting their research, development,
+growth and marketing of their technologies’ potential. MDB, we believe, builds value by building partner companies with the
+right foundations 
+6 
+Past
+Examples 
+In
+having been able to find disruptive technologies to develop, acting as corporate founders, owners, directors and management, and conducting
+investing activities for those companies in which we have been strategically involved for the long term, we believe we now have a different
+model for helping companies grow than that of the typical private venture capital model. We refer to our approach as public venture capital.
+We find the technology, and then we work to analyze the technology leadership position and survey the marketplace so as to establish
+a research and development and intellectual property development strategy to create a dominant position in the distinct technology vertical.
+Then we create the basic company, we set up its management, we define its business plan, we nurture its enterprise, and we facilitate
+its financings in its early-stage rounds of private funding. Then we likely will act as the underwriter or selling agent for their IPO,
+other financing or disposition. It is our plan to remain involved with our partner companies for the long term. Where there is an IPO,
+we plan to stay involved on for several years thereafter, by being members of the board, having consulting agreements, providing strategic
+business advice, and participating in, advising on or facilitating further financing rounds. We believe that one gauge
+of the partner company success is that the partner company will successfully complete a private and public follow-on offering to continue
+supporting their research, development, growth and marketing of their technologies’ potential. 
+Three
+companies for which we started as founders and for which we conducted their IPOs, have traded for a period of time at near or over $1
+billion in market value, which we believe is crucial for maximizing the probability the companies can raise sufficient capital to get
+to commercialization. These companies are as follows: 
+●
+Provention Bio, Inc. (“Provention”). Provention was established in 2016. Public Ventures created Provention to license molecules
+from several larger pharmaceutical companies, conceived the business strategy, assisted in licensing negotiations, provided seed capital,
+engaged the initial board of directors’ members, and recruited C-level executives as well as executed the successful IPO. 
+●
+Cue BioPharma, Inc. (“Cue”). Cue was established in 2014. Public Ventures created Cue to license a platform technology from
+Einstein University, engaged the members of the board of directors, recruited C- level executives, formed the corporate and IP strategy
+and provided the seed capital and well as executing the successful IPO. 
+●
+Pulse Biosciences, Inc. (“Pulse”). Pulse was established in 2014, Public Ventures created a new entity that rolled up the
+intellectual property from two academic institutions and one private entity. Public Ventures then completed a seed financing, created the
+business and IP strategy and assembled the management team and Board. Subsequently Public Ventures successfully executed the IPO for
+Pulse. 
+More
+recently, eXoZymes Inc, (formerly Invizyne Technologies Inc.) completed its IPO on November 14, 2024, having been set up in 2019 to
+develop cell-free technology to optimize nature’s own biological processes to make chemicals used in many common applications.
+MDB was one of the founders of the company, provided an initial funding of $5 million and a subsequent funding of $0.75 million and
+provided executive management and several board members. Persons affiliated with MDB continue to be on the board of
+directors. 
+Key
+Pillars 
+Since
+inception, we have defined and refined the key pillars that support what we believe is our successful company creation approach.
+These pillars are defined in Our Partner Company Criteria section. We believe that our model is only suitable for companies that can
+be sustained in the public markets at an early stage. Typically, these companies own what appear to be category-defining technology
+platforms capable of solving big problems. 
+We
+have established a process to position partner companies for success, with the intention of maximizing the value early in a company’s
+history. We seek to create a strong foundation during the development phase of the partner company. We believe that this helps the partner
+company attract the best people who are capable of building a successful enterprise over the long term. We call this our “Rational
+Design Process For New Companies.” 
+A
+traditional perceived shortcoming of the public markets is that they attract investors focused on the short-term markets. We understand that to make early-stage
+public venture feasible; we need to create a community of investors that have the intention of helping our companies get off the ground.
+We believe our investors are committed community members who seek to create value at the companies in which they invest and are critical
+to sustaining value. Our investors, unlike traditional institutional investors, generally have long holding periods and value long-term
+impact over quarterly performance numbers. 
+7 
+Our
+Community 
+A
+key element of our public venture model is our community of more than 500 sophisticated investors, entrepreneurs and microcap and small
+cap market participants who have experience with our approach and who we believe will advocate for our public venture mission. In addition,
+investors can have a significant impact by supporting the companies they invest in. We believe that this community is vital to the success
+of our public venture model. 
+We
+have strived to create community of like-minded persons who share our vision and are supportive of the partner companies we have co-founded.
+This group consists of patient company owners with a long-term focus on the value that can be unlocked upon the de-risking of our partner
+companies’ technologies. This long-term focus is key to building value and stability for early-stage companies in the public markets.
+In addition, we believe that our community members are often authorities in multiple industries and are capable of providing support
+to our partner companies with their invaluable access and reach. We believe that MDB shareholders will comprise this community and will
+continue to participate in the partner companies through their MDB share ownership as well as participation in partner company direct
+investment opportunities. MDB plans to sustain a cohesive community by keeping persons engaged and curious so that they continuously
+help us improve our decision process as and when selecting partner companies with which to work. 
+We
+believe that MDB is strengthening our community of MDB shareholders and can simplify our process of developing partner companies. We
+used a portion of our capital to identify and find partner companies. We believe that being a public company gives us greater
+flexibility and nimbleness to source new technologies and make it quicker and easier to deploy capital towards opportunities that arise. 
+We
+also will seek to foster community in connection with our broker-dealer, Public Ventures. Our typical Public Ventures Member will be a long-term
+investor and/or entrepreneur who is motivated to help develop the next generation of growth companies. Public Ventures Members may or
+may not be MDB shareholders. Members may or may not provide direct financing to partner companies. 
+Holistic
+and Sustainable Model 
+Our
+public venture model is fundamentally different than the typical venture capital fund model. We believe that bringing well developed
+early-stage companies to either the public markets or fostering a merger and acquisition exit or other realization event, while still
+taking care to address the unique nature and needs of these early-stage companies, provides more liquidity, efficiency, transparency,
+better protections for investors and alignment of the interests of everyone involved as described below. 
+Inventors/Universities/Co-founders 
+Taking
+companies public allows shareholders to own the same class of common stock as the company’s early founders. In addition, the
+ownership interests of inventors, universities, and other co-founders become valuable, tradable shares when a company is public and listed
+on an exchange. As a result, we believe that, in most cases, these ownership stakes will have much greater value than they would otherwise
+have in the traditional venture capital model. We also believe that our model gives companies greater leeway to execute pivots or to
+pursue other strategic initiatives, such as licensing, asset sales or corporate merger and acquisition transactions. 
+8 
+Partner
+Company Management & Board Members 
+We
+expect that the management and board members of our partner companies will benefit from the Company being public. The ability to grant
+valuable, liquid equity as part of an employment compensation package is a strong incentive to attract and retain employees and align
+their interests with those of the company at which they work. Being public can help a partner company raise substantial amounts of capital
+more easily than as a private company or through traditional venture capital. 
+MDB
+Shareholders 
+Under
+the MDB model, MDB shareholders can buy or sell their shares in the holding company in the open market at any time. These
+shareholders will participate in our partner companies through the holding company structure, for example through the tax benefits
+of holding an interest in a tax pass through entity or the overall value of the holding company as it reflects the values of our
+subsidiaries. Where we think it beneficial for a partner company to raise capital directly, rather than taking additional funds from
+the holding company, we may seek a method that can allow the MDB shareholders the ability to participate in additional capital
+formation for a partner company. There are a few means by which the MDB shareholder may participate: for example, a further private
+placement by the partner company, or by a registered public offering, such as an IPO or rights offering where the MDB shareholder
+can invest new funds based on the distributed right. If the best course of action is an asset sale, a licensing arrangement or a
+corporate merger or acquisition transaction of a partner company, then it is expected that MDB shareholders will receive a
+distribution of the proceeds as a result of the transaction. Moreover, we believe that many of the MDB shareholders own their Class
+A Common Shares because they are motivated by the opportunity to contribute their knowledge and experience to and engage with our
+partner companies in an effort to improve them and enhance their value. 
+Our
+Holding Company Structure 
+While
+each partner company will present its own investment dynamic, at the onset, we take a majority ownership stake in the partner companies
+we co-found and to hold a significant controlling position through the early stages of development and early capital creation. We plan
+on seeking one or two partner company opportunities a year, but there is no assurance that we will be able to find suitable opportunities
+at that rate for inclusion in the holding company. 
+9 
+In
+order to not be deemed an investment company under the regulation of the Investment Company Act of 1940, MDB will not operate in a manner
+such that it is or holds itself out as being engaged in the business of investing, reinvesting, or trading in
+securities. Additionally, it will maintain what are characterized as “investment securities” under the Investment Company
+Act below forty percent (40%) of the value of the total assets of MDB on an unconsolidated basis, unless an exemption or safe harbor
+applies under that legislation. Securities issued by companies other than consolidated companies are generally considered “investment
+securities” for purposes of the Investment Company Act, unless other circumstances exist that have the holding company being actively
+involved in the management of the underlying company. We consolidate these companies for financial statement purposes as long as
+they are majority-owned subsidiaries in which we hold voting power of fifty percent (50%) or greater. We expect to continue to have an
+active role in the management of our partner companies for a period of time before and after funding, such as an IPO. The Company’s Broker-Dealer subsidiary is excluded from the Investment Company Act of 1940, and therefore all
+securities held by the Broker-Dealer are excluded from the asset calculation.  
+Not
+only for purposes of the Investment Company Act, but also to maintain our focus on exploring new investment opportunities through partner
+companies, rather than holding partner companies for long term investment and increasing our asset base, our intention is to distribute
+our partner companies and excess assets beyond what is needed to support the investments we plan to make under our public venture model. 
+Competition 
+Getting
+access to and deploying early-stage capital is very competitive. We believe our main competitors are traditional venture capital firms,
+other funds specializing in microcap and small cap investing and investment banks focusing on microcap and small cap companies. 
+We
+believe that our approach provides multiple benefits compared to existing models and traditional methods. However, many of our competitors
+are larger, have greater brand recognition, longer operating histories, established business relationships, access to greater amounts
+of capital, and significantly greater resources. We believe that we will be able to compete on many fronts based on our history and reputation,
+our plan to partner, encourage and support the development of our partner companies and their founders, our wide-ranging contacts in
+the financial and industry sectors, our ability to provide capital as needed, our ability to source and diligence new technologies and
+the experience of our professional human capital. 
+Our
+Group of Companies 
+Public
+Ventures 
+Our
+wholly-owned subsidiary, Public Ventures, licensed under the name Public Ventures LLC, a registered broker- dealer (CRD-: 42677/SEC-:
+8-49951) is the backbone of our financing business. Public Ventures operates under the d/b/a of “MDB Capital.” In 2024 we
+expanded its capabilities to act as a licensed clearing firm. 
+The
+Vision 
+We
+believe that venture-stage businesses are more likely to succeed when supported and financed by a community of long-term oriented,
+like-minded investors and entrepreneurs who have experience building successful companies. 
+We envision building a close-knit
+community of such clients for Public Ventures, whom we refer to as our Public Ventures “Members.” Our Members will have the
+opportunity to submit start-up and developing companies as potential candidates for financing through Public Ventures and/or as partner
+companies for MDB. Members may also, at their discretion and based on their expertise, actively assist in the development and growth of
+the companies we finance, helping them become tomorrow’s industry leaders. 
+We
+believe that such a community of investors can foster the growth of promising public companies under $500 million in market value, also
+known as microcap and/or small cap companies, by leveraging the knowledge of the community and sharing risk amongst its Members. 
+We
+believe that we are building a robust infrastructure to support our vision for Public Ventures. Our objective is to create a
+high-end service platform that will make investing in the microcap and/or small cap segment more accessible to and efficient for the
+Public Ventures Member community. Public Ventures recently began self-clearing operations of U.S equity securities and its FINRA
+licensed self-clearing broker-dealer is capable of structuring and underwriting financing transactions as well as providing clearing
+services that enable clients to trade, clear, and settle securities in these companies. We also are able to provide expanded account
+maintenance activities, such as wire transfers, securities deposits and interest on cash deposits through typical cash management
+services. 
+10 
+We
+have successfully operated our broker-dealer for more than 28 years during which we have specialized in transactions for public venture
+companies. During that time, we built internal processes to perform diligence and prioritize the financing of deals based on the investment
+criteria that we have developed. We intend to leverage the lessons we have learned during these experiences to create processes, rating
+systems and reports that will be made available to our Member community and can be used to supplement their own processes for evaluating
+each opportunity and associated risks and making informed investment decisions. 
+The
+Public Venture Opportunity 
+Historically,
+the public markets have served as a significant funding source for companies with new ideas and enabled the growth and development
+of visionary technologies that lead to advancements in our society. We believe that venture investing in the public markets is a
+transparent and liquid method for investors to participate in venture capital. Public venture is available to all classes of
+investors who all receive typically equal amounts of information about their investments. Companies like Amazon, Tesla, Walmart,
+Home Depot, among others, were brought public at very early stages, and capital provided through the public markets enabled their
+spectacular development into industry leaders. 
+Market
+dynamics have resulted in companies backed by traditional venture capital staying private for longer periods of time. In addition, regulatory
+changes affecting broker-dealers have resulted in a shift to high volume trading that relies on payment for order flow to make up for
+commission-less trading. This has resulted in broker-dealers devoting more resources to trading high volume, popular equities and away
+from providing service to microcap and small-cap public venture companies and their securities. As a result, the needs of long-term investors
+looking to support venture stage public companies and those of venture stage companies are not addressed by today’s brokerage firms
+who cater to traders. 
+We
+believe that the expected Public Ventures Member community, consisting of sophisticated individual investors, who are aware of the nature
+of venture investments and seek to build tomorrow’s leading companies, can drive the future of public venture capital formation.
+We believe that only this type of community can provide suitable financing options that will meet the needs of small public venture companies.
+We have the unique opportunity to provide the right framework and platform infrastructure to this community that will enable its Members
+to collectively underwrite public venture financings. 
+We
+expect our Members to be entrepreneurial and involved in different ventures. Under our framework, they will be encouraged and rewarded
+for successfully identifying business and ownership opportunities for the community that meet our criteria. We envision that our platform
+will encourage and allow Members to share information and formulate the nature of and pricing for any financing opportunities through
+the exchange of information about a particular opportunity. In addition, our framework is expected to consist of conducting diligence,
+creating comparative analysis, providing company information, and implementing rating systems. We believe that this information and transparency
+will enable high quality, informed decisions and facilitate market integrity. 
+Members
+and Member Sponsors 
+It
+is our intention to build our community of participants who share the collective goal of elevating and supporting development-stage companies
+and have an investor rather than a trader mindset. Persons who share the values and vision of the organization can be invited into the
+community as Members. We expect to encourage active participation of our Members such that they may be mentors of growth through starting,
+running, or connecting companies within the community or by being active early investors in the various business and ownership opportunities
+that arise. 
+11 
+Efficient
+Back Office Support 
+We have an out-source
+service contract with MDB Capital, S.A, an affiliated Nicaraguan company with which the Company has worked for many years. MDB
+Capital, S.A. is owned by two of the principal shareholders and officers of the Company. The services that are typically out-sourced
+include administrative services to support Public Ventures and PatentVest, such as back office and accounting services related to
+brokerage and clearing firms, background investigations, preparing investment research reports, patent searches and analysis, and
+customer support services. Services that will be requested will be only those that can be provided by an out-source company within
+the context of U.S. privacy laws, FINRA regulation, and other applicable U.S. financial service and other regulation. 
+Based
+on prior Executive Orders imposing new and expanding prior sanctions on Nicaraguan businesses and on U.S. persons doing business in
+Nicaragua, however, there may be disruption to our being able to contract for out-sourced services with Nicaraguan entities. Therefore,
+we may have to adjust our business plan accordingly. 
+Self-Clearing 
+In January 2024 Public Ventures
+began self-clearing U.S. equity securities. 
+PatentVest 
+The PatentVest business plan
+is to be a venture invention and commercialization intelligence platform specifically created to assist technologists, advisors, venture
+capital investors, and established companies optimize technology commercialization. The PatentVest process takes in information from our
+proprietary patent database and transforms the information about inventions and intellectual property from a complex legal process into
+a manageable, measurable business process. The PatentVest process clearly defines the boundaries of an invention by providing context
+for previously developed ideas and analyzes how the invention, and therefore patent claims, differ from the discovered prior art in order
+to rationalize the essential distinctions that are the key value drivers. Understanding these boundaries, as well as how protectable and
+valuable these boundaries are, is essential to better guide strategic business and patentability decisions. In our experience, this PatentVest
+process answers the most important questions for a technology platform: how to innovate, how to improve its ideas, and how to deploy these
+ideas where they matter most. 
+Our process seeks to include
+the following elements and outcomes: 
+●
+Improve idea prioritization – Allows inventors and financial backers to weigh the value of a given idea by ascertaining the uniqueness
+of such invention. 
+●
+Enhance the value of an invention – Understanding invention boundaries allows patent attorneys to draft patent claims in a way
+that confers the most available protection without being encumbered by prior art. 
+●
+Optimize strategic decisions – Deeply understand the competitive landscape, identify issues that possible partners are trying to
+solve, prioritize markets where an invention might be the most valuable, and identify possible acquirers. 
+PatentVest
+History 
+Over twenty
+years ago, PatentVest’s founders recognized that intellectual property was the most valuable asset for technology companies and
+began building a proprietary patent database and software platform to help companies manage these assets. During these years, PatentVest
+has been continuously iterating uses for available information to potentially enable better investment decisions as well as to guide
+the development of such technology once investment decisions were made. We believe that PatentVest has helped start-up companies move
+from having novel ideas to becoming technology leaders. As a result, in our opinion, PatentVest is capable of providing the backbone
+of an investment idea selection process, as well as forming intellectual property and business development strategies. We believe utilizing
+the PatentVest Innovation in a Box process will enhance our ability to optimize our selection process with respect to partner companies
+as well as when selecting underwriting candidates for Public Ventures. 
+12 
+We
+also believe that the PatentVest services will aid companies to define their intellectual property assets in their capital raising activities
+and will be available to other companies that see to build their intellectual property outside of the context of working with MDB and
+Public Ventures. 
+PatentVest
+Objective 
+PatentVest
+starts with a technology assessment, where it evaluates the technology to establish whether or not the technology is unique and a
+company can create a leadership position with the identified intellectual property. Assessment is extensive covering an
+investigation into the players in the particular industry space, whether the technology truly is innovating, can value be created
+with the technology, what is the market and can there ultimately be value creation. The assessment phase includes an examination of
+existing patents and applications, scientific publications and other public data. After the assessment, a strategy is developed,
+which include where to focus R&D, what to patent or keep as a trade secret, and the jurisdictions in which to protect the
+intellectual property, and based on the assessment and strategy, help develop a business plan to progress the intellectual property.
+PatentVest also may provide development budgets and help identify critical persons with which to work with. PatentVest is able to
+implement prosecution of patents and other intellectual property, maintain surveillance of the intellectual property space, and
+provide reporting on developments in the particular intellectual property space. 
+We
+believe that the PatentVest process provides a fundamental advantage to helping create a leadership position for a company with unique
+intellectual property. By knowing and understanding the particular intellectual property space, having a focused R&D and intellectual
+property development plan, a coherent business plan, and providing the related aspects of setting up a development company with the right
+persons and financial backing, the success of the company in being a value creator in its industry vertical is improved. As part of this
+overall process, the involvement of Public Ventures can add to the value creation with its financing resources. 
+It
+has been our experience when evaluating, investing in or advising technology companies that intellectual property strategy development
+and related processes are most often led by attorneys and is separate from the other invention and business processes at these companies.
+We have seen that this work is typically outsourced and, as a result, key company personnel are often neither engaged in the claim drafting
+process nor are aware of how their patents have potentially changed during prosecution. Many of the inventors and business executives
+with whom we have engaged have a modest knowledge regarding what their claims cover or what the boundaries of their claims are in relation
+to other companies. We believe that it is very difficult, if not impossible, to truly understand either what a company “owns”
+or to effectively evaluate a given invention’s potential uniqueness and ultimately its potential value without this perspective. 
+13 
+We
+believe the companies that will derive the greatest benefit from PatentVest’s services are technology companies with a few current
+active patent applications that are expected to primarily drive the value of their companies with their inventions. The analysis and
+information provided by the PatentVest process, as documented in reports to its clients, is expected to guide technology companies as
+they seek to prioritize ideas and develop their intellectual property and business strategies. We believe that PatentVest not only
+provides MDB with additional clarity in selecting its partner companies and Public Ventures in selecting underwriting candidates, but
+also to any technology company in their decision-making processes seeking to maximize the value of their inventions. 
+The
+PatentVest Model 
+We
+use PatentVest to help technology companies innovate and deploy their innovations in the most valuable manner as well as to support
+our processes. We believe that PatentVest has one of the most comprehensive global patent databases available, containing more than 148
+million patents and covering 116 countries. PatentVest has built software processes and tools that make it possible to efficiently mine
+vast amounts of data and structure this data in a way that can be analyzed by its team of analysts. In addition, PatentVest has assembled
+the human capital required to cost-effectively analyze such data and build the reports for companies that are expected to be the backbone
+of our services. Our objective is to serve approximately 30 client companies at any one time once we have scaled our operations. 
+PatentVest
+has developed different report formats that provide information within context in a way that we think can be quickly processed by decision-makers
+and help provide answers to the most valuable questions for the companies we target as our business development opportunities. The
+insights presented in our reports are the culmination of a long, iterative process that we have refined by the constant questioning of
+which data is valuable to building technology companies. 
+PatentVest
+as a Law Firm 
+On September 20, 2022, the Supreme Court of the State of Arizona licensed
+PatentVest to practice law as an Alternative Business Structure, or ABS. An ABS is a business entity that includes non-lawyers that have
+an economic interest or decision-making authority in a law firm. We develop and maintain a team of highly trained legal professionals
+and staff that principally provide legal services related to intellectual property matters under federal law. Matters that we are undertaking
+are generally be patent prosecution and intellectual property protection. Through offering legal services we enhance the value of inventions
+by addressing questions of strategy and perspective along with the technical merits of an invention. The provision of legal services by
+PatentVest are limited to those technology companies specifically engaged by PatentVest for such services and is intended to provide all
+the rights and privileges of the attorney-client relationship. 
+Because
+the only other state that permits an ABS like ownership is Colorado, which is a more limited authorization than afforded by Arizona,
+PatentVest will not be able to expand its Arizona ABS into other states. The focus of the PatentVest ABS is on patent issues and patent
+prosecution which is largely a federal practice, therefore the restriction of its practice to the State of Arizona is not seen as a limitation.
+Where it has clients that seek legal representation outside of the State of Arizona, the PatentVest ABS will make referrals to firms
+licensed in appropriate jurisdictions. In late 2025, the Company commenced a process to spin off PatentVest as a separate standalone entity. 
+MDB
+Minnesota One 
+M1,
+is a partner company, with the vision of developing a small molecule anti-senescence platform comprised of pharmaceutical drugs or
+other products to aid in longevity and to inhibit certain forms of age-related diseases. The focus
+of the M1 Platform is to treat senescent cells, which are dysfunctional cells that have
+permanently stopped dividing, that have been implicated in the aging process, and that permit the development of chronic low-grade
+inflammation. This chronic inflammation has been linked to a variety of age-related diseases, including multiple fibrotic conditions
+that have limited treatment options and poor prognoses. 
+Studies
+conducted at Mayo Clinic have shown the potential of certain molecules to target and eliminate senescent cells with a significant therapeutic
+window, reversing fibrosis across multiple conditions. The global longevity and anti-senescence therapy market is projected to reach
+nearly $45 billion by 2030. 
+On
+July 1, 2024, M1 entered into a Patent and Know-How License Agreement (the “License Agreement”) with the Mayo Foundation
+for Medical Education and Research (“Mayo”) for certain patent rights and associated technology pursuant to which M1 intends
+to develop the M1 Platform. The License Agreement grants M1 rights to develop and commercialize Mayo’s patented technology and
+know-how for all fields of use on a worldwide basis. Under the terms of the License Agreement, M1 holds an exclusive license of patent
+rights and a non-exclusive license for the associated technology to make, have made, use, offer for sale, sell, and import licensed products
+and derivatives. 
+As
+part of initial consideration for the License Agreement, M1 issued 1,980,000 shares of common stock equity to Mayo; which at that time
+represented thirty-three percent of its shares. M1 also paid an initial license fee of $150,000 as part of the initial consideration.
+M1 will pay earned royalties on future net sales (including modest minimum annual royalties, which commence in the second year of the
+term of the License Agreement and gradually increase and plateau over time, and which will be credited against earned royalties due on
+net sales), and a percentage of any sublicensing income. The earned royalty commences after the first commercial sale of a licensed product.
+At December 31, 2025 there were no accrued royalties recorded. 
+Under
+the License Agreement, M1 is required to achieve certain development milestones within designated time periods. For select development
+milestones, as listed below, M1 will be required to make a payment to Mayo, also as noted below: 
+● 
+A
+payment of $0.25 million for Phase II clinical trial initiation, for the first instance of a licensed product. 
+● 
+A
+payment of $1.5 million for Phase III clinical trial initiation, for the first instance of a licensed product. 
+● 
+A
+payment of $2 million for FDA New Drug Application (NDA) acceptance, for the first instance of a licensed product. 
+● 
+A
+payment of $5 million for NDA approval, for each instance of a licensed product. 
+As
+of December 31, 2025, the development milestones noted above are not required to have been met and have not been met. There are other
+developmental milestones in the License Agreement relating to funding of the business and to initiating various clinical trial phases
+over time. 
+M1
+is currently in the pre-clinical development stage of the M1 Platform and is undertaking important feasibility studies, iterative testing,
+and collection of drug safety and toxicity data. 
+14 
+Regulation 
+Broker-Dealer
+Regulation 
+Our
+broker-dealer subsidiary, Public Ventures is subject to regulations governing every aspect of its securities business, including the
+execution of securities transactions; capital requirements; record-keeping and reporting procedures; relationships with clients, including
+the handling of cash and margin accounts; the experience of and training requirements for certain employees; and business interactions
+with firms that are not members of regulatory bodies. As a participant in the financial services industry, it is subject to the complex
+and extensive regulation of the U.S. federal and state regulatory agencies, self-regulatory organizations and securities exchanges and
+certain other authorities with oversight on banking and money laundering. The laws, rules and regulations comprising the regulatory framework
+applicable to broker-dealers are constantly changing, as are the interpretation and enforcement of existing laws, rules and regulations.
+The effect of any such changes cannot be predicted. 
+Public
+Ventures is registered as a securities broker-dealer with the SEC and is required to be a member of FINRA. FINRA is a self-regulatory
+body composed of members, such as our broker-dealer subsidiary, that have agreed to abide by its rules and regulations. FINRA may expel,
+fine and otherwise discipline member firms and their employees. Public Ventures is also licensed as a broker-dealer in 33 states in the
+U.S., requiring it to comply with the laws, rules and regulations of each state. Additionally, Public Ventures might register in additional
+states from time to time as needed. Each state may revoke the license to conduct securities business, fine, and otherwise discipline
+broker-dealers and their employees. 
+Public
+Ventures is subject to the SEC’s Uniform Net Capital Rule, Rule 15c3-1, which may limit our ability to make withdrawals of capital
+from the broker-dealer subsidiary. The Uniform Net Capital Rule sets the minimum level of net capital a broker-dealer must maintain and
+also requires that a portion of a broker-dealer’s assets be relatively liquid. In addition, Public Ventures is subject to certain
+notification requirements related to withdrawals of excess net capital. 
+We
+are also subject to the PATRIOT Act of 2001 (the “Patriot Act”), which imposes obligations regarding the prevention and
+detection of money-laundering activities, including the establishment of client due diligence, client verification and other compliance
+policies and procedures. Failure to comply with these requirements may result in monetary, regulatory and, in the case of the USA Patriot
+Act, criminal penalties. We are subject to the Securities Investor Protection Act of 1970, which created the Securities Investors Protection
+Corporation (SIPC), which provides certain client protection to clients related to their brokerage accounts. We are subject to certain
+treasury regulations, such as Regulation T, relating to how money may be lent to clients and used, and the rules related to margin accounts. 
+Broker-dealers
+are also subject to ongoing duties of financial responsibility, client protection and good conduct. These include, among other things,
+(i) client funds and securities must be segregated from the broker-dealer’s proprietary business operations, (ii) maintaining basic
+bookkeeping requirements including records of trades, receipts, positions held in different securities, trial balances, complaints, and
+compliance, together with reports to be filed periodically, (iii) executing orders on behalf of clients to ensure the best execution
+possible, disclosing information relevant to investors, charging prices in line with market conditions, and disclosing conflicts of interest,
+(iv) only recommending investments or strategies that are suitable for the clients concerned, (v) communicating in a fair, balanced,
+and not misleading way with clients, (vi) observing rules concerning maximum value of gifts made to clients and political contributions,
+and (vii) filing reports of any suspicious activities noted by the broker-dealer, including investments over predefined monetary limits. 
+SEC
+Regulation Best Interest requires that a broker-dealer and its associated persons act in a retail client’s best interest and not
+place their own financial or other interests ahead of a retail client’s interests when recommending securities transactions or
+investment strategies, including recommendations of types of accounts. To meet this best interest standard, a broker-dealer must satisfy
+four component obligations, including a disclosure obligation, a care obligation, a conflict-of-interest obligation, and a compliance
+obligation, and both broker-dealers and investment advisers are required to provide disclosures about their standard of conduct and conflicts
+of interest. 
+In
+addition to the SEC, various states have proposed or adopted laws and regulations seeking to impose new standards of conduct on broker-dealers
+that, as written, differ from the SEC’s new regulations and may lead to additional implementation costs if adopted. The SEC did
+not indicate an intent to preempt state regulation in this area, and some of the state proposals would allow for a private right of action. 
+15 
+Various
+regulators, including the SEC, FINRA and state securities regulators and attorneys general, conduct both targeted and industry-wide investigations
+of certain practices relating to the financial services industry, including sales and marketing practices, valuation practices, and compensation
+arrangements. 
+A
+variety of data privacy laws to protect personal information obligate broker-dealers to provide notice about its data handling practices,
+to offer certain opt-outs, and to implement reasonable security measures to deter unauthorized access. Broker-dealer internal and external
+electronic communications may only be made on approved devices and platforms that are encrypted and secure and will capture all communications
+in the broker-dealer’s records. The cost and burden of taking cybersecurity measures, having personnel oversee compliance and staying
+current with respect to new technology developments continues to grow. 
+Our
+broker-dealer accounting, administrative and operations personnel are responsible for financial controls, internal and external financial
+reporting, compliance with regulatory and legal requirements, office and personnel services, management information and telecommunications
+systems, and the processing of our securities transactions. We are subject to the privacy laws applicable to financial institutions in
+respect of our securities business. 
+As
+is common in the securities industry, our broker-dealer subsidiary is subject to regular reviews of and investigations into our operations,
+some of which progress to regulatory actions that may result in fines, censures, and limitations on activity. At this time, we are cooperating with the reviews, and we do not know whether or not it will
+escalate to regulatory action and, if it does, what violations of rules and regulations may be asserted against the broker-dealer and
+what the potential final resolutions might be. 
+Self-Clearing
+Regulation 
+In
+January 2024, Public Ventures began self-clearing U.S. equity securities. As part of this process, in addition to the broker-dealer regulation
+described above, Public Ventures is subject to regulation directed to self-clearing operations and must demonstrate that its financial,
+operational and systems capacities are able to perform this business while complying with regulations, including those of the SEC, FINRA,
+Depository Trust Clearing Corporation (“DTCC”), and National Securities Clearing Corporation (“NSCC”). To operate
+the self-clearing activity, we must meet different capitalization requirements than those of an introducing broker-dealer, maintaining
+a capital structure with various cash and cash equivalent assets and retaining access to necessary lines of credit that can assure our
+ability to comply with changing deposit requirements. We expect that these regulations will continue to undergo substantial changes and
+may require additional capital as settlement operations moves to T+0 in the future. 
+16 
+Data
+Protection and Cyberattack Regulation 
+In
+the course of our operations and in the processing of transactions, we collect, process, store, disclose, use, share and/or transmit
+personal information and other sensitive data from current, past and prospective clients as well as our employees in and across multiple
+jurisdictions. The regulatory framework for privacy issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable
+future. There are federal, state and foreign laws and regulations regarding privacy, data security and the collection, processing, use,
+storage, protection, sharing and/or transmission of personal information and sensitive data. For example, the Gramm-Leach-Bliley Act
+(“GLBA”) (along with its implementing regulations) restricts certain collection, processing, storage, use and disclosure
+of personal information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent
+the use and disclosure of certain nonpublic or otherwise legally protected information. Additionally, many states continue to enact legislation
+on matters of privacy, information security, cybersecurity, data breach and data breach notification requirements. For example, as of
+January 1, 2020, the California Consumer Privacy Act (“CCPA”) grants additional consumer rights with respect to data privacy
+in California. The CCPA, among other things, entitles California residents to know how their personal information is being collected
+and shared, to access or request the deletion of their personal information and to opt out of certain sharing of their personal information.
+The CCPA is subject to further amendments pending certain proposed regulations that are being reviewed and revised by the California
+Attorney General. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches
+that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with,
+data breach litigation. We cannot predict the impact of the CCPA on our business, operations or financial condition, but it could result
+in liabilities and/or require us to modify certain processes or procedures, which could result in additional costs. 
+Additionally,
+the California Privacy Rights Act (“CPRA”) was passed in November 2020 and went into effect in most material respects starting
+on January 1, 2023. The CPRA imposes additional obligations on companies covered by the legislation and will significantly modify the
+CCPA, including by expanding clients’ rights with respect to certain sensitive personal information. The CPRA also creates a new
+state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. The effects of the CCPA and the CPRA
+are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial
+costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation. 
+We
+expect more states to enact legislation similar to the CCPA and the CPRA, which provide clients with new privacy rights and increase
+the privacy and security obligations of entities handling certain personal information of such clients. The CCPA has prompted a number
+of proposals for new federal and state-level privacy legislation, such as in Virginia and Colorado, both with laws that took effect in
+2023. It is anticipated that all such laws will add additional complexity, have variation in requirements, restrictions and potential
+legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful
+data and could result in increased compliance costs and/or changes in business practices and policies. 
+Additionally,
+our broker-dealer, Public Ventures, is subject to SEC Regulation S-P, which requires that businesses maintain policies and
+procedures addressing the protection of client information and records. This includes protecting against any anticipated threats or
+hazards to the security or integrity of client records and information and against unauthorized access to or use of client records
+or information. SEC Regulation S-P also requires businesses to provide initial and annual privacy notices to clients describing
+information sharing policies and informing clients of their rights. 
+Because
+the interpretation and application of many privacy and data protection laws are uncertain, it is possible that these laws may be interpreted
+and applied in a manner that is inconsistent with our existing data management practices or the features of our services and platform
+capabilities. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change
+our business activities and practices or modify our platform, which could have an adverse effect on our business. Any violations or perceived
+violations of these laws, rules and regulations by us, or any third parties with which we do business, may require us to change our business
+practices or operational structure, including limiting our activities in certain states and/or jurisdictions, addressing legal claims
+by governmental entities or private actors, sustaining monetary penalties, sustaining reputational damage, expending substantial costs,
+time and other resources and/or sustaining other harms to our business. Furthermore, our online, external-facing privacy policy and website
+make certain statements regarding our privacy, information security and data security practices with regard to information collected
+from our clients or visitors to our website. Failure or perceived failure to adhere to such practices may result in regulatory scrutiny
+and investigation, complaints by affected clients or visitors to our website, reputational damage and/or other harm to our business.
+If either we, or the third-party service providers with which we share client data, are unable to address privacy concerns, even if unfounded,
+or to comply with applicable privacy or data protection laws, regulations and policies, it could result in additional costs and liability
+to us, damage our reputation, inhibit sales and harm our business, financial condition results of operations and cash flows. 
+17 
+In
+the normal course of business, we collect, process, use and retain sensitive and confidential information regarding our clients and prospective
+clients, including data provided by and related to clients and their transactions, as well as other data of the counterparties to their
+payments. We also have arrangements in place with certain third-party service providers that require us to share client information.
+Although we devote resources and management focus to ensuring the integrity of our systems through information security and business
+continuity programs, our facilities and systems, and those of third-party service providers, are vulnerable to actual or threatened external
+or internal security breaches, acts of vandalism, theft, fraud or misconduct on the part of employees, other internal sources or third
+parties, computer viruses, phishing attacks, internet interruptions, disruptions or losses, misplaced or lost data, ransomware, unauthorized
+encryption, denial-of-service attacks, social engineering, unauthorized access, spam or other attacks, natural disasters, fires, terrorism,
+war, telecommunications or electrical interruptions or failures, programming or human errors or malfeasance and other similar malicious
+or inadvertent disruptions or events. We and our third-party service providers from time to time have experienced and may in the future
+continue to experience such instances. In some cases, the bad actors facilitated unauthorized financial transactions. We also face security
+threats from malicious third parties that could obtain unauthorized access to our systems and networks, which threats we anticipate will
+continue to grow in scope and complexity over time. These events could interrupt our business or operations, result in legal claims or
+proceedings, result in significant legal and financial exposure, supervisory liability under U.S. federal or state, or non-U.S. laws
+regarding the privacy and protection of information, including personal information, damage to our reputation and a loss of confidence
+in the security of our systems, products and services. Although the impact to date from these events has not had a material adverse effect
+on us, no assurance is given that this will be the case in the future. 
+Information
+security risks in the financial services industry have increased recently, in part because of new technologies, the use of the internet
+and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased
+sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and other malicious third parties. In
+addition to cyberattacks and other security breaches involving the theft of sensitive and confidential information, hackers, terrorists,
+sophisticated nation-state and nation-state supported actors and other malicious third parties recently have engaged in attacks that
+are designed to disrupt key business services, such as consumer-facing websites. We and our third-party service providers may not be
+able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques
+used to sabotage or to obtain unauthorized access to our or our third-party service providers’ technology, systems, networks and/or
+physical facilities in which data is stored or through which data is transmitted change frequently and because attacks can originate
+from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents. Nonetheless,
+early detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. We also may fail to detect
+the existence of a security breach related to the information of our clients and to prevent or detect service interruption, system failure
+or data loss. Further, as a significant number of people work from home, these cybersecurity risks may be heightened by an increased
+attack surface across our business and those of our clients and third-party service providers. We cannot guarantee that our efforts,
+or the efforts of those upon whom we rely and partner with, will be successful in preventing any such information security incidents. 
+The
+access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our clients or our proprietary
+information, software, methodologies and business secrets could interrupt our business or operations, result in significant legal and
+financial exposure, supervisory liability, damage to our reputation or a loss of confidence in the security of our systems, products
+and services, all of which could have a material adverse impact on our business. In addition, there recently have been a number of well-publicized
+attacks or breaches affecting companies in the financial services industry that have heightened concern by clients, which could also
+intensify regulatory focus, cause clients to lose trust in the security of the industry in general and result in reduced use of our services
+and increased costs, all of which could also have a material adverse effect on our business. 
+The different states and federal
+government have enacted laws requiring companies to notify individuals, regulatory authorities and/or others of security breaches involving
+certain types of data. In addition, our agreements with certain partners and service providers may require us to notify them in the event
+of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our clients, partners and service
+providers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources
+to respond to and/or alleviate problems caused by the actual or perceived security breach. A security breach of any of our vendors that
+processes personal information of our clients may pose similar risks. 
+18 
+A
+security breach may also cause us to breach client contracts. Our agreements with certain partners and service providers may require
+us to use industry-standard or reasonable measures to safeguard personal information. We also may be subject to laws that require us
+to use industry-standard or reasonable security measures to safeguard personal information. A security breach could lead to claims by
+our clients or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we
+could be subject to legal action or our clients could end their relationships with us. There can be no assurance that the limitations
+of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages, and in some
+cases our client agreements may not limit our remediation costs or liability with respect to data breaches. 
+Litigation
+resulting from security breaches may adversely affect our business. Unauthorized access to our technology, systems, networks or physical
+facilities, or those of our third-party service providers, could result in litigation with our clients or other relevant stakeholders.
+These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our
+costs of doing business or adversely affect our reputation. We could be required to fundamentally change our business activities and
+practices or modify our products and/or technology capabilities in response to such litigation, which could have an adverse effect on
+our business. If a security breach were to occur, and the confidentiality, integrity or availability of personal information was disrupted,
+we could incur significant liability, or our technology, systems or networks may be perceived as less desirable, which could negatively
+affect our business and damage our reputation. 
+We
+may not have adequate insurance coverage with respect to liabilities that result from any cyberattacks or other security breaches or
+disruptions suffered by us or third parties upon which we rely. The successful assertion of one or more large claims against us that
+exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition
+of large deductible or co-insurance requirements), could have an adverse effect on our business. In addition, we cannot be sure that
+our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers
+will not deny coverage as to any future claim. 
+While
+we take precautions to prevent consumer identity fraud, it is possible that identity fraud may still occur or has occurred, which may
+adversely affect the performance of our products and services or subject us to scrutiny or penalties. 
+Arizona
+Law Firm Regulation 
+The
+law firm owned and operated by PatentVest is subject to the Arizona Supreme Court under Rule 31.1(c) and the Arizona Code of Judicial
+Administration, or ACJA, Section 7.209, relating to Alternative Business Structures, or ABS. An ABS is an entity that includes non-lawyers
+who have an economic interest or decision-making authority as defined in ACJA 7-209 which may employ, associate with, or engage a lawyer
+or lawyers to provide legal services to third parties. An ABS (1) must employ at least one person who is an active member in good standing
+of the State Bar of Arizona who will supervise the practice of law under the rules of the Arizona Supreme Court for the entity, (2) has
+been licensed by the Arizona Supreme Court after application to the Committee on ABSs, and (3) provide legal services by persons
+authorized to do so and in compliance with the Rules of Supreme Court as generally applied to the practice of law and the particular
+regulations applicable to an ABS. An approval is made in favor of an ABS application if the Committee on ABSs finds that the applicant
+meets, among others, the following objectives: (a) protecting and promoting the public interest; (b) promoting access to legal services;
+and (c) encouraging an independent, strong, diverse, and effective legal profession. The Committee on ABSs should also find that the
+applicant (a) has lawyers providing legal services to consumers that will act with the independence that is consistent with the lawyers’
+professional responsibilities and standards, (b) the lawyers will make decisions in their practice that are in the best interest of clients,
+(c) the ABS maintains confidentiality consistent with Arizona Rule of Supreme Court 42, and (d) the other business policies or procedures
+of the ABS do not interfere with a lawyers’ duties and responsibilities to clients. 
+An
+ABS is also subject to all the rules and regulations associated with the ethical rules of a law firm operating in the State of Arizona.
+These rules are found in Section 7-209 of the Code of Judicial Administration and the Arizona Supreme Court Rules. Together the rules
+address issues relating to (i) conflict of interest situations for client representation, (ii) issues relating to the sale of a law practice,
+(iii) law firm owner responsibilities such as for having sufficient managerial authority, effective internal policies and procedures,
+and procedures for the conformity of law employees to the rules of professional conduct and procedures for non-law employees, and (iv)
+adequate trust account requirements, including the annual certification requirement. The rules also address code of conduct issues such
+as lawyer independence in the provision of services, the diligent and promptness of rendering legal services, and record maintenance,
+among others. An ABS and its law employees are subject to the disciplinary rules 46 et. seq. of the Arizona Supreme Court. 
+19 
+Because
+the only other state that permits an ABS like ownership is Colorado, which is a more limited authorization than afforded by Arizona,
+PatentVest will not be able to expand its Arizona ABS into other states. The focus of the PatentVest ABS, however, is on patent issues
+and patent prosecution, which is largely a federal practice, therefore the restriction of its practice to the State of Arizona is not
+seen as a limitation on its operations. Where it has clients that seek legal representation outside of the State of Arizona, the PatentVest
+ABS will make referrals to firms licensed in appropriate jurisdictions. In recent months, certain states have sought to restrict or limit business dealings with firms based in Arizona and to require fee-sharing
+arrangements with local entities. 
+U.S.
+Foreign Corrupt Practices Act 
+The
+U.S. Foreign Corrupt Practices Act, or FCPA, prohibits U.S. corporations and individuals from engaging in certain activities to obtain
+or retain business abroad or to influence a person working in an official capacity. It is illegal to pay, offer to pay or authorize the
+payment of anything of value to any foreign government official, government staff member, political party or political candidate in an
+attempt to obtain or retain business or to otherwise influence a person working in an official capacity. The scope of the FCPA includes
+interactions with certain healthcare professionals in many countries. Equivalent laws have been adopted in other foreign countries that
+impose similar obligations. 
+Human
+Capital 
+As
+of the date of filing this Annual Report on Form 10-K, overall there are 14 full time employees of MDB, employed directly or indirectly through MDB
+CG Management, Inc. (“MDB Management”). We also engage from time-to-time consultants for various activities. 
+MDB
+Management also has an agreement with MDB Capital S.A., an affiliated Nicaraguan company, for MDB Capital S.A. to provide services to
+the Company on an out-source, as required service basis, overall there are 40 full time contractors assigned to MDB. The services are provided on a specific request, within an identified scope
+of activity, from time to time. Primarily the services are administrative support services, research activities, and analytical services
+as necessitated by the holding company, Public Ventures, PatentVest and partner companies. 
+As
+our business develops, we establish partner companies and we enhance our operations, we anticipate the number of employees and consultants
+will grow. In addition, we also anticipate adding human capital contractors, consultants, clinical research organizations and collaborative
+businesses to perform clinical studies, toxicology assessment, manufacturing, regulatory, and other operational functions. 
+Legal
+Matters 
+We
+are not currently subject to any material legal proceedings. However, we may from time to time become a party to various legal proceedings
+arising in the ordinary course of our business. 
+20

raw/filings/0001934642/2025/0001493152-26-013924/item13.txt

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+Item
+13. 
+Certain Relationships and Related Transactions, and Director Independence 
+74

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raw/filings/0001934850/2024/0001934850-25-000015/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+218

raw/filings/0001934850/2025/0001934850-26-000026/filing_metadata.csv

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raw/filings/0001934850/2025/0001934850-26-000026/item13.txt

@@ -0,0 +1,2 @@
+Item 13. Certain Relationships and Related Transactions, and Director Independence 
+233

raw/filings/0001935033/2024/0001493152-24-040685/filing_metadata.csv

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raw/filings/0001935033/2024/0001493152-24-040685/item1.txt

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+ITEM
+1. BUSINESS 
+Overview 
+Keemo
+Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April
+22, 2022. 
+KEEMO
+Fashion Group Limited is a company that operates in the apparel and garment trade industry through wholesaling men’s and women’s
+apparel to retailers in Asian countries. At present, the Company has primarily focused its efforts on attracting small to medium apparel
+and garment retailers by wholesaling low to mid-range apparel and garments. We do not maintain and operate any production and manufacturing
+of apparel facility or machine and equipment. 
+The
+Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1 st Rd, Nanshan District, Shenzhen, Guangdong 518052,
+China. 
+4 
+Description
+of Business 
+Keemo
+Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April
+22, 2022. 
+On
+April 22, 2022 Ms. Liu Lu was appointed as Chief Executive Officer, President, Secretary, Treasurer, and Director. 
+Primarily,
+the products that we carry are targeted towards customers, both men and women, from 18 to 40 years of age. It is the company’s
+belief that the products we wholesale have an appealing presentation, cover a diverse range of clothing and garment types, are stylish
+for any occasion (including casual, work, and dressy), and they are offered at accessible price points. We believe that this combination
+of factors will assist our growth moving forward and that we have the opportunity to capture a significant portion of the growing apparel
+and garment market in Asian countries specifically. 
+At
+present, the Company sells all of its products through word-of-mouth and utilization of our sole officer’s business network and
+various connections. Ms. Liu, our sole officer and director, has broad knowledge and experience in marketing strategies and promotional
+activities. She is familiar with marketing execution and promotional marketing methodology, which she intends to utilize to assist the
+Company to gain market awareness and locate potential distributors as precisely and efficiently as possible. 
+Business
+Model 
+The
+Company currently primarily sources mid-priced women’s semi-formal apparel, which the company believes potentially has a higher
+gross profit margin compared to low-priced apparel. Inventory is presently selected at the discretion of our sole officer and director,
+and based upon recommendations from the suppliers regarding the latest fashion trends and styles, as well as what types of clothing are
+currently the most sought after by consumers. The Company also performs internal analysis to compare the profit margins of various types
+of clothing and, accordingly, seeks to primarily acquire inventory that has the greatest profit margin. 
+At
+present, when identifying potential customers, the Company targets small size apparel retailers, especially home-based e-commerce retailers.
+In the opinion of the Company’s sole officer and director, this market is easier to penetrate as our officer and director believes
+that many small size apparel retailers are just side or part time businesses for the business owner. As such, the business owners might
+face the problem of lack of capacity to arrange the logistics and filter the correct apparel in term of trend and quality. 
+The
+Company adopts what is commonly referred to as a virtual network business structure, as the Company only maintains internal procurement,
+sales, marketing, operational, accounting and finance functions, whereby the Company relies on suppliers for other crucial function such
+as production and packaging, storage, courier inward and outward, etc. However, in some instances the Company does take physical possession
+of inventory. In most cases, the Company purchases inventory from the suppliers, and this inventory is then held at the supplier’s
+warehouse, although the product is owned by the Company at this time, and delivery from the warehouse is arranged by the Company through
+a courier service. In some instances, the Company will take possession of the inventory and store apparel at the Company’s office,
+and from that point courier service to the purchaser is arranged. There is no formal method of determination as to what items will be
+stored in the supplier’s warehouse versus what items will be stored at the Company’s office. 
+Sales
+and Marketing 
+KEEMO
+Fashion Group Limited plans to penetrate the marketplace and attract customers by building our brand image through print ads, and possibly
+online paid advertisements, to create brand awareness. We have prepared our corporate website (https://keemofashiongroup.wixsite.com/keemo-fashion-group)
+to market our Company and we utilize search engine marketing to improve the number of distributors who can find and view our website.
+Finally, we also have yet unidentified plans to market our Company through social networking websites. All the above marketing plans
+have not yet been determined in sufficient detail to outline at this time, nor do we have a definitive timeline for when our marketing
+strategy will be completed, and as such all of our marketing endeavors remain under development. 
+Employees
+and Function 
+Currently,
+we have one employee which is our President and Sole Director, Ms. Liu Lu. Currently, Ms. Liu has the flexibility to work on our business
+up to 30 hours per week but is prepared to devote more time if necessary. The Company intends to hire more employees who possess industry-related
+experience to assist in the development and execution of our business operations. 
+We
+do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt
+plans in the future. There are presently no personal benefits available to our employee, Officer and/or Director. 
+5 
+Competition 
+KEEMO
+Fashion Group Limited plans to operate in a mature and competitive industry. We consider our focus to be on distributors in China first.
+Competition in the apparel and garment industry, with a focus on low to mid-range priced products, is very intense in China. We face
+competition from various specialized and retail-based wholesalers, from different provinces and cities, which supply similar men’s
+and women’s apparel and garment products to those that we offer. We also face competition from e-commerce-based wholesalers, many
+of whom have exposure in various China whole websites and B2B platform, such as Alibaba, DHgate, AliExpress, and Global Sources. These
+competitors generate significant traffic and have established brand recognition and financial resources manufacturing capacity, well
+established business models and distribution channels and branding. 
+Despite
+intense competition, our director is confident in the Company’s ability to develop and enlarge our market share in China through,
+at present, the various relationships of the Company’s sole Officer and Director. 
+Enforcement
+of Civil Liabilities under United States Federal Securities Laws 
+We
+are a Nevada corporation and most of our operations are and will be located outside of the United States and our sole officer and director
+resides outside the United States. Moreover, a majority of our assets are located outside the United States. Since a majority of the
+assets owned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible
+within the United States. There is no treaty between the United States and China providing for the reciprocal recognition and enforcement
+of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in
+the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not
+be automatically enforceable in China. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law
+against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural
+requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual
+basis and a cause for the suit. 
+There
+is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States courts obtained against us
+or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state
+in the United States, or (2) entertain original actions brought in each respective jurisdiction against us or our directors or officers
+predicated upon the securities laws of the United States or any state in the United States. 
+The
+recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce
+foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the
+country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form
+of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition,
+according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers
+if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a
+result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Under
+the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish
+sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the
+plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. 
+In
+addition, it will be difficult for U.S. shareholders to originate actions against us in China in accordance with PRC laws because we
+are incorporated under the laws of State of Nevada and it will be difficult for U.S. shareholders, holding our common stock, to establish
+a connection to China for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law. 
+6

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+Item
+13. 
+Certain
+Relationships and Related Transactions, and Director Independence 
+18

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