Press release·05/17/2025 06:26:28

Overview

We are an ophthalmic research and development company focused on developing technologies to screen, monitor, diagnose and treat ophthalmic, optical, and sight-threatening disorders. Our mission is to prevent vision loss and blindness due to diabetic retinopathy and maculopathy through two devices: (1) Retinal Imaging Screening Device, a portable, retinal imaging system providing a 200-degree field of view without requiring pupil dilation; and (2) RetinalCam TM, a home monitoring and imaging device offering real-time communication and alerting system for physicians available ²⁴⁄₇.

To date, we have devoted substantially all of our resources to organizing, business planning, raising capital, designing and developing product candidates, and securing manufacturing and sales/distribution partners. We do not have any products approved for sale and have not generated any revenue from product sales. We have funded our operations primarily through the private placement of common stock.

We anticipate that we will need approximately an additional $6,000,000 to (i) complete product design and testing for RetinalGenix TM and RetinalCam TM and submit RetinalGenix TM for FDA clearance (we anticipate that the RetinalCam TM will not require FDA clearance); (ii) complete the development and expansion of the software tools around the recently acquired DNA/GPS’ genetic mapping technology; and (iii) build the infrastructure for our sustained growth. We intend to obtain such funds through the sales of our equity and debt securities and/or through potential strategic partnerships; however, no assurance can be provided that funds will be available to us on acceptable terms, if at all.

We do not expect to generate any revenues from product sales unless and until we successfully complete development of RetinalCam TM, and we do not expect to generate any revenues from product sales unless and until we successfully obtain regulatory clearance for RetinalGenix TM. In addition, we expect to incur additional costs associated with operating as a public company, including significant legal, accounting, investor relations, compliance and other expenses.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through public or private equity offerings, debt financings, strategic partnerships, collaborations and licensing arrangements or other capital sources. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates.

Basis of presentation:

These accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, DNA/GPS, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Components of Results of Operations

Revenue

We have not generated any revenue since our inception.

Research and Development Expenses

Research and development expenses include personnel costs associated with research and development activities, including third-party contractors to perform research, product and prototype development, and testing of materials. Research and development expenses are charged to operations as incurred.

We accrue for costs incurred by external service providers based on our estimates of services performed and costs incurred. These estimates include the level of services performed by third parties and other indicators of the services completed.

We cannot determine with certainty the duration and costs of future clinical trials and product development or if, when or to what extent we will generate revenue from the commercialization and sale of any product candidate for which we obtain marketing clearance. We may never succeed in obtaining marketing approval for any product candidate. The duration, costs and timing of product development will depend on a variety of factors, including the scope, rate of progress, expense and results of product development, as well as of any future clinical trials of other product candidates and other research and development activities that we may conduct; the actual probability of success for our product candidates, including their safety and efficacy, early clinical data, competition, manufacturing capability and commercial viability; significant and changing government regulation and regulatory guidance; the timing and receipt of any marketing approvals; and the expense of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights.

General and administrative Expenses

General and administrative expenses consist primarily of compensation and consulting related expenses. Administrative expenses also include professional fees and other corporate expenses, including legal fees relating to corporate matters; professional fees for accounting, auditing, tax and consulting services; insurance costs; travel expenses, marketing activities and other operating costs that are not specifically attributable to research activities. We have no full-time employees and have had limited funding; therefore the Company has been required to eliminate or defer as many costs as possible based upon available resources.

We expect that our administrative expenses will increase in the future as we increase our personnel headcount to support our continued research activities and development of our product candidates. We also expect increased expenses associated with being a public company, including costs related to accounting, audit, legal, regulatory and tax-related services associated with compliance with SEC requirements; director and officer insurance costs; and investor and public relations costs.

Interest Expense

Interest expense is the coupon interest rate charged on loans from stockholders.

Results of Operations

Comparison of the three months ended March 31, 2025 and 2024

The following table sets forth key components of our results of operations for the three months ended March 31, 2025 and 2024.

	For the three months ended
	March 31, 2025	March 31, 2024	Change
Revenues	$-	$-	$-
Expenses
General and administrative	341,203	328,985	12,218
Research and development	13,214	83,097	(69,883)
Stock-based compensation	231,933	1,732,834	(1,500,901)
Total Expenses	586,350	2,144,916	(1,558,566)
Interest expense, net	909	960	(51)
Net Loss	$(587,259)	$(2,145,876)	$(1,558,617)

Revenues

We did not recognize revenues for the three months ended March 31, 2025 and 2024.

Research and Development Expenses

| | For the three months ended |

	March 31, 2025	March 31, 2024
Direct costs	$13,214	$70,947
Allocated costs from Sanovas	-	12,150
Total Research and Development expenses	$13,214	$83,097

Research and development expenses decreased by $69,883, or 84%, to $13,214 for the three months ended March 31, 2025 from $373,271 for the three months ended March 31, 2024. The decrease was primarily the result of a decrease in engineering and technology consultants, and pilot manufacturing costs due to a lack of funds.

Stock Based Compensation Expenses

Stock-based compensation expenses decreased by $1,500,901 or 87%, to $231,933 for the three months ended March 31, 2025 from $1,732,834 for the three months ended March 31, 2024. The decrease was primarily due to the recognition of expense for warrants issued in the first quarter of 2024, of which a significant portion was vested immediately.

General and Administrative Expenses

| | For the three months ended |

	March 31, 2025	March 31, 2024
Direct costs	$175,828	$171,485
Allocated costs from Sanovas	165,375	157,500
Total general and administrative expenses	$341,203	$328,985

General and administrative expenses increased by $12,218 or 4%, to $341,203 for the three months ended March 31, 2025 from $328,985 for the three months ended March 31, 2024. Administrative costs consisting of costs related to the executive from Sanovas, were allocated based upon the amount of effort spent by such personnel on our business, and increased by approximately $8,000 over the 2024 levels. Salaries allocated to the Company from Sanovas increased in 2025 since the majority of time spent by Sanovas’ sole employee were on Company activities, and such employee received a contractual salary increase. Other administrative expenses, specifically legal and accounting fees, travel and marketing fees were slightly higher because of marketing for the fund-raising activities and listing related expenses.

Liquidity and Capital Resources

To date, we have devoted substantially all of our resources to organizing, business planning, raising capital, designing and developing product candidates, and securing manufacturing and sales/distribution partners. We do not have any products approved for sale and have not generated any revenue from product sales. We have funded our operations primarily from the sale of common stock, loans and advances from related parties and by utilizing Sanovas personnel and facilities. During the three months ended March 31, 2025, we received approximately $39,000 of advances and invoices paid by affiliates, and $150,000 pursuant to proceeds from the stock subscription receivable. As of March 31, 2025, we had cash of $3,711 and liabilities of $1,679,867. As of the date of this report, we do not have adequate resources to fund our operations beyond June 2026 without considering any future capital raising transactions. In fact, the cash held on March 31, 2025 is expected to fund operations only for a few days. Although our current private placement is still open, we have not yet sold any securities from January 1, 2025 through May 15, 2025.

We anticipate that we will need approximately an additional $6,000,000 in operating capital to (i) complete product design and testing for RetinalGenix TM and RetinalCam TM and submit RetinalGenix TM for FDA approval (we anticipate that the RetinalCam TM will not require FDA approval); (ii) complete the development and expansion of the software tools around the recently acquired DNA/GPS’ genetic mapping technology; and (iii) build the infrastructure for our sustained growth. We do not expect to generate any revenues from product sales unless and until we successfully complete development of RetinalGenix TM and RetinalCam TM and obtain regulatory approval for RetinalGenix TM. We will also require additional operating capital as a result of us operating as a public company, including for legal, accounting, investor relations, compliance and other expenses.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through public or private equity offerings, debt financings, strategic partnerships, collaborations and licensing arrangements or other capital sources. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates.

Because of the numerous risks and uncertainties, we are unable to accurately predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Cash Flow Activities for the three months ended March 31, 2025 and 2024

The following table sets forth a summary of our cash flows for the periods presented:

| | For the three months ended |

	March 31, 2025	March 31, 2024
Net cash used in operating activities	$(187,222)	$(163,819)
Net cash provided by financing activities	184,873	214,205
Net (decrease) increase in cash	(2,349)	50,386
Cash at beginning of the period	6,060	0
Cash at end of the period	$3,711	$50,386

Operating Activities

Net cash used in operating activities was $187,222 for the three months ended March 31, 2025. The cash flow used in operating activities in 2025 was principally driven by the net loss of $587,259 offset in part by non-cash stock-based compensation expense of $231,933. In addition, Sanovas billed us for allocated costs and expenses paid on behalf of and allocated to us in the amount of $165,375 during the three months ended March 31, 2025.

Net cash used in operating activities was $163,819 for the three months ended March 31, 2024. The cash flow used in operating activities in 2024 was driven by the net loss of $2,145,876 offset in part by non-cash stock-based compensation expense of $1,732,834 and an increase in accounts payable and accrued liabilities of $78,588. In addition, Sanovas billed us for allocated costs and expenses paid on behalf of and allocated to us in the amount of $169,650 during the three months ended March 31, 2024, and we received $20,850 of net advances from Sanovas, for a net change of $190,500 related to Sanovas transactions.

Financing Activities

Net cash provided by financing activities was $184,873 and $214,205 during the quarters ended March 31, 2025 and 2024, respectively. For 2025, the cash flow from financing activities is primarily attributable to the collection of a stock subscription receivable of $150,000, and net proceeds from advances from related parties and Sanovas of $34,873 in the quarter ended March 31, 2025.

During the quarter ended March 31, 2024, cash flow from financing operations of $214,205 was from advances from related parties, including $43,255 of net cash advances from affiliates and $20,950 of net cash advances from Sanovas, and the proceeds from the exercise of stock options of $150,000.

Critical Accounting 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 related disclosures in the financial statements and accompanying notes. Management bases it estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. Estimates are used in areas including, but not limited to: research and development expense recognition, valuation of stock options, allowances of deferred tax assets, accrued expenses and liabilities, and cash flow assumptions regarding going concern considerations.

Stock-based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to employees. We measure stock-based compensation costs at the grant date, based on the estimated fair value of the award and recognize the cost (net of estimated forfeitures) over the vesting period. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from the original estimates. We estimate the fair value of stock options using a Black-Scholes valuation model. The fair value of common stock was determined based upon recent sales of common stock to third parties pursuant to common stock offering, since our common stock trades infrequently in the public markets.

The risk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero-coupon issues with a remaining term commensurate with the expected term of the award. Management has estimated expected volatility based on similar comparable industry sector averages. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend yield is 0% because we have not historically paid and does not intend to pay a dividend on its common stock in the foreseeable future.

Allocated costs from Sanovas

A substantial portion of our expenses are costs and expenses paid by Sanovas and costs and expenses allocated to us by Sanovas. We expect that to continue until we have sufficient resources to build our own team and infrastructure to support our operations. The allocations our payroll related expenses are based upon the estimated percentage of effort incurred by each employee on operations. Allocation of non-payroll related expenses are based upon whether the expense related to our operations.

Income taxes

We account for income taxes using the asset-and-liability method in accordance with Accounting Standards Codification 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The