VICP 10-K & 10-Q changes, risk factors and insider trading

Operating expenses consist of personnel costs, research and development expenses, professional fees, travel expenses and general and administrative administrative expenses. Our total operating expenses for the year ended December 31, 2022,2023, were $984,790$1,046,978 compared to $336,871$984,790 for the year ended December 31, 2021,2022, an increase of $647,919.$62,189. The increase was primarily a result of the impairment loss of $340,231 recognized in connection with the write off of the intangible asset, as well as an increase in professional professional fees paid in 2023 in connection with the Company’s efforts to complete an up listing to NASDAQ. Research and development costs costs decreasedincreased slightly fromto $15,267 for the year ended December 31, 2023 compared to $13,097 for the year ended December 31, 2022 compared to $17,698 for the year ended December 31, 2021.2022.

Year-over year increases in general and administrative expenses of $24,408$36,233 and personnel costs of $30,956$140,167 was primarily due to the increase in costs to operate as a publicly traded company as well as stock-based compensation as a result$10,833 ofmonthly the issuance of stock options granted in August 2022. The negative impact of COVID-19, continued to hinder the Company’s ability to raise the additional capital necessary to maintain operating activitiesincrease in 2022.Director fees for our CEO commencing in January 2023.

Other IncomeExpenses

In April 2023, the Company entered into Security Purchase Agreements (“SPA’s) with select accredited investors in connection with a private offering by the Company to raise a maximum of $300,000 through the sale of shares of common stock at $0.25 per share. The Company has raised an aggregate amount of $100,000 as of the date of these consolidated financial statements. We also secured a short-term convertible loan in June 2023 for $330,000 which contained separately an original issuance discount of $26,400.

However,We we will require additional capital to meet our liquidity needs and do not believe that we have enough cash on hand to operate our business during the next 12 months. We anticipate we will need to raise an additional $1 million through the issuance of debt or equity securities to sustain base operations during the next 12 months, excluding development work. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholder. Debt financing, if available, may involve agreements that include conversion discounts or covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through government or other third-party funding, marketing and distribution arrangements or other collaborations, or strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our future revenue streams, products or therapeutic candidates or to grant licenses on terms that may not be favorable to us. These conditions, as well as our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations, raise substantial doubt about our ability to continue as a going concern. This “going concern” could impair our ability to finance our operations through the sale of debt or equity securities.

There were no investing activities from continuing operations for the yearyears ended December 31, 2023 and 2022. During the year ended December 31, 2021, the Company sold its equity investment in AEI, back to AEI for $100,000.

For the year ended December 31, 2022,2023, net cash usedprovided inby financing activities was $34,999$412,849 and consisted of the payment of deferred offering offering costs of $15,001,$50,441, offset by proceeds received totaling totaling $50,000$100,000 received from the issuance of 100,000400,000 shares of common stock pursuant to the exercise of warrants at $0.50 per share. During the year ended December 31, 2021, the Company sold 2,240,000 sharessell of common stock through a private placement of at $0.25 per share and received proceeds of $560,000.share.

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwiseotherwise.

Results of Operations – Three and SixNine Months Ended JuneSeptember 30, 2024 and 2023

The Company did not have any revenues for the three and sixnine months ended JuneSeptember 30, 2024 and 2023.

We classify our operating expenses into four categories: personnel costs, research and development expenses, professional fees, and general and administrative expenses. The Company’s total operating expenses for the three and sixnine months ended JuneSeptember 30, 2024, were $198,862 $181,841 and $386,097,$584,958, respectively, compared to $135,693$175,423 and $346,970$519,771 for the three and sixnine months ended JuneSeptember 30, 2023.

Personnel costs remained consistent at $62,500 and $125,000,$187,500, respectively, for the three and sixnine months ended JuneSeptember 30, 2024, compared to $69,181 $66,913 and $130,944,$200,125, respectively, for the three and sixnine months ended JuneSeptember 30, 2023. We incurred $10,000$3,746 and $10,344$14,090 in research and development expenses during the three and sixnine months ended JuneSeptember 30, 2024, respectively, related to a ninth amendment license fee and also an annual royalty fee we agreed to pay upon execution of the Eighth Amendment to the License Agreement with MGH. We incurred $2,000 $3,267 and $12,000$15,267 in research and development expenses during the three and sixnine months ended JuneSeptember 30, 2023, respectively. Research and development expenses remained consistently low as the Company continued ongoing financing efforts. The decrease in general and administrative costs to $2,841$4,116 and $37,705 $41,819 for the three and sixnine months ended JuneSeptember 30, 2024, respectively, from $15,313$26,925 and $39,773$64,076 for the three and sixnine months ended JuneSeptember 30, 2023, respectively, was primarily due to the cancellation of the D&O insurance policy in March 2024. The overall increase in professional fees of $106,500$128,500 and $213,046$341,549 for the three and sixnine months ended JuneSeptember 30, 2024, from $51,467 $76,050 and $164,253$240,303 for the three and sixnine months ended JuneSeptember 30, 2023, was primarily attributable to consulting costs incurred in 2024.

At JuneSeptember 30, 2024, we had a negative cash balance of $86$89,569 and an accumulated deficit of $16,807,238.$17,052,745.

Cash activity for the sixnine months ended JuneSeptember 30, 2024 and 2023 is summarized as follows: