UNITED STATES

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 February 2829, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17249

AURA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-4106894
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20431 North Sea

Lake Forest, CA 92630

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (310) 643-5300

Name of each exchange on which registered: None

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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 Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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 the “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting 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 fifiled ~~led~~ 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. ☐

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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On August 31, ~~2022~~2023, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $1719,~~988~~201,~~758~~000. The aggregate market value has been computed by reference to the last sale price of the stock as quoted on the Pink Sheets quotation system on August 31, ~~2022~~2023. For the purposes of this calculation, voting stock held by officers, directors, and affiliates has been excluded.

On ~~May~~ 19June 4, ~~2023~~2024, the Registrant had 96109,~~983~~047,~~193~~ 248 shares of common stock outstanding.

Documents incorporated by reference: None.

TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS	1
	ITEM 1A. RISK FACTORS	15
	ITEM 1B. UNRESOLVED STAFF COMMENTS	2321
	ITEM 2. PROPERTIES	23
	ITEM 1C. CYBERSECURITY	22
	ITEM 3. LEGAL PROCEEDINGS	23
	ITEM 2. PROPERTIES	22
	ITEM 4. MINE SAFETY DISCLOSURES	24
	ITEM 3. LEGAL PROCEEDINGS	22
	ITEM 4. MINE SAFETY DISCLOSURES	23
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2524
	ITEM 6. [Reserved]	2625
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2625
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3229
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3229
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3330
	ITEM 9A. CONTROLS AND PROCEDURES	3330
	ITEM 9B. OTHER INFORMATION	3430
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	34
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	30
PART III
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	3531
	ITEM 11. EXECUTIVE COMPENSATION	3835
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3936
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4037
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	4138
PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	4239
	ITEM 16. FORM 10-K SUMMARY	4239
	SIGNATURES	4441

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the federal securities laws. Statements other than statements of historical fact included in this Report, including the statements under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this Report regarding future events or prospects are forward-looking statements. The words “approximates,” “believes,” “forecast,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “could,” “should,” “seek,” “may,” or other similar expressions in this Report, as well as other statements regarding matters that are not historical fact, constitute forward-looking statements. We caution investors that any forward-looking statements presented in this Report are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some may inevitably prove to be incorrect. As a result, our actual future results may differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include the following:

●

Our ability to generate positive cash flow from operations;

●

Our ability to obtain additional financing to fund our operations;

●

The impact of economic, political and market conditions on us and our customers;

●

The impact of unfavorable results of legal proceedings;

●

Our exposure to potential liability arising from possible errors and omissions, breach of fiduciary duty, breach of duty of care, waste of corporate assets and/or similar claims that may be asserted against us;

●

Our ability to compete effectively against competitors offering different technologies;

●

Our business development and operating development;

●

Our expectations of growth in demand for our products; and

●

Other risks described under the heading “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K

We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by law. You should interpret all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf as being expressly qualified by the cautionary statements in this Report. As a result, you should not place undue reliance on these forward-looking statements.

References in this Report to “we”, “us”, “the Company,” “Aura” or “Aura Systems” means Aura Systems, Inc. As used herein, reference to “Fiscal ~~2023~~2024” refers to the fiscal year ending February 29, 2024, “Fiscal 2023” refers to the fiscal year ending February 28, 2023, “Fiscal 2022” refers to the fiscal year ending February 28, 2022, “Fiscal 2021” refers to the fiscal year ending February 28, 2021, reference to “Fiscal 2020” refers to the fiscal year ended February 29, 2020, reference to “Fiscal 2019” refers to the fiscal year ended February 28, 2019, reference to “Fiscal 2018” refers to the fiscal year ended February 28, 2018, reference to “Fiscal 2017” refers to the Fiscal year ended February 28, 2017, reference to “Fiscal 2016” refers to the fiscal year ended February 29, 2016, and reference to “Fiscal 2015” refers to the fiscal year ended February 28, 2015.

PART I

ITEM 1. BUSINESS

Introduction

Aura Systems, Inc. (“Aura”), is a Delaware corporation founded in 1987. The Company innovated and commercialized the technology for Axial Flux Induction electric motors and generators. Aura’s axial flux induction motor technology (“AAFIM”) provides an industrial solution that does not use any permanent magnets, no rare earth elements, is smaller and lighter, uses significant less materials (just copper and steel), very high efficiency, significantly less copper, highly reliably, very robust, and no scheduled maintenance.

The industrial electric motor market is expected to grow from an estimated USD 113.3 billion in 2020 to USD 169.1 billion by 2026, at a CAGR of 6.9% during the forecast period1.

Electric motors are employed in infrastructure, major structures, and industries all around the world. Each year, almost 30 million motors are sold for industrial use alone2. Electric motors find application in a variety of equipment throughout industry. Common ~~industrial~~ industrial applications include: (i) compressors, (ii) fans and blowers, (iii) heavy duty equipment, (iv) HVAC systems, (v) pumps and (vi) machine tools (lathes and mills, etc.).

The universal global trend for electrification has created in addition to the industrial demand for motors a very large demand for motors used in electric transportation for vehicles, planes, and boats (“EV”). In such applications, one or more electric motors are used for propulsion. Most electric motors currently used for electric mobility employ high energy permanent magnets3 due to their high efficiency and small size. The magnetic material is usually sintered neodymium–iron–boron (NdFeB) made or processed in China.

It is expected that over 100 million electric motors will be required per year by 2032 to meet the demand for the growing EV market4.

For Electric Vehicle applications, AAFIM provide efficiencies that are equal to or higher than ones provided by the best high energy permanent magnet solution (“PM”). AAFIM are smaller, have higher reliability, are more robust, have larger operating speed range, are not limited to 100 degrees C operating temperature for the equivalent PM machine. In addition, AAFIM costs are significantly lower than the equivalent PM machines.

The history of electric machines reveals that the earliest machines were, in fact, axial flux machines. However, after the first radial flux machines were demonstrated in the beginning of the 20th century, radial flux machines were accepted as the mainstream configuration. The reason for shelving the axial flux machines were multifold and can be summarized as follows: (i) strong axial magnetic attraction force between the stator and the rotor, (ii) fabrication difficulties such as cutting the slots in laminated cores, (iii) high cost involved in manufacturing the laminated stator core, (iv) difficulties in assembling the machine and keeping a uniform air gap and (v) providing a laminated rotor that can withstand the large centripetal forces.

1	Markets & Markets Electric Motor Market Published Date: November 2020 \| Report Code: EP 3882
2	Precedence Research October 6, 2021
3	Will rare earth be eliminated in EV motor-Dr. James Edmondson November 2, 2020
4	Emerging Electric Motor Technologies for the EV Market September 28, 2021, Luke Gear

In recent years there has been great interest in axial flux topology for numerous industrial, commercial, and electric mobility motor and power generation applications. However, to date the commercial focus in axial flux motors has been designs using rare earth permanent magnets (“PM”). The use of rare earth permanent magnets in axial flux topology can be attributed to the historical belief that it is “difficult to manufacture a laminated rotor with a cage winding for an axial flux machine. If the cage windings are replaced with nonmagnetic high conductivity (Cu or AL) homogenous disk or steel disk coated with Cu layer, the performance of the machine drastically deteriorates” (Axial Flux Permanent Magnet Brushless Machines by Jacek F Gieras, Rong-Jie Wang and Maarten K Kamper 2008).

Aura Systems with its axial flux induction technology solved the issues related to the rotor back in 2002 and has shipped over 11,000 axial flux induction machines in the 5-15 kW range to numerous military and commercial users. Aura’s proprietary rotor does not require any laminates and provides the structural integrity to withstand very large centripetal forces while, at the same time, providing the proper electric and magnetic properties without the usual issues associated with a solid rotor or a steel disk coated with a copper layer.

ID TechEX research forecasts a huge increase in demand of axial flux motors over the next 10 years, with first applications in high performance vehicles and certain hybrid applications5.

Aura has during the last few years optimized its axial flux induction machine technology (no PM) where the performance (efficiency, torque, energy density) is now equal to or greater than the very best of both axial and radial permanent magnet machines. Of course, this is done using only copper and steel with aluminum for housing at a fraction of the cost of equivalent PM machines.

Aura’s Axial Flux Induction technology is the culmination of decades of cutting-edge electromagnetic research and more than $150 million in development by Aura scientists and engineers. Aura’s axial flux induction technology used for mobile power generation was first used in a combat zone by U.S. forces in the U.N actions in the Balkans and since then, the U.S. military has used it in combat zones in both Iraq and Afghanistan. To date the Company shipped over 11,000 systems for mobile power applications in the 5-15 kW range of which over 3,000 systems were for various military applications.

Aura’s Axial Flux Induction Machine has inherited advantages such as (i) no rare earth or any other kind of permanent magnets, (ii) significantly less copper (60% less) than equivalent traditional induction motors, (iii) significantly higher energy density, (iv) fewer overall materials, and (v) high efficiency. In addition, being an induction machine, Aura’s solution does not have any brushes or commutators and ~~therefore~~ therefore do not have any potential for sparks.

Aura’s Axial Flux induction (“AAFIM”) Competitive Edge

○ Performance- AAFIM provides the highest power density across all other known motor technologies with energy density of more than 7650 kW/liter for machines in the 250-kW range. In addition, Aura’s solution provides efficiencies that are higher than any other solutions for commercial and industrial applications. For 250 kW EV applications Aura’s designs show efficiency of ~~97.5~~more than 96%. AAFIM solution also has significantly lower rotor inertia than other solutions. This increases the machine efficiency even further since it requires less input torque to move the rotor.

○ Size and weight-Aura’s solution is significantly smaller in volume and has lower weight than any known solution for equivalent power rated machines (even includes PM machines). When compared to traditional radial flux (“RF”) induction machines, AAFIM has less than 5040 % of the weight and more than 5040% reduction in volume. The AAFIM pancake design creates a solution that can be integrated with vehicles and boats for seamless exportable power.

○

Cost-AAFIM provides a significant cost advantage over equivalent induction and PM machines. The cost advantage comes from (a) the higher energy density which means less materials and (b) in the case of PM machines significant cost advantage for equivalent machines by just elimination of the permanent magnets. When compared to radial flux induction, Aura’s solution uses approximately 60% less copper. Due to the fractional materials used and the simple manufacturing processes Aura’s high-performance machines are less expensive to manufacture than other equivalent machines.

○

Other Advantages-Aura’s solution is extremely reliable with the only components to wear out are the bearings. AAFIM do not require any scheduled maintenance and the only materials used are copper and steel for the active components and aluminum for the housing. These materials are readily available everywhere and are not controlled by any country or political group. In addition to the performance, Aura’s rotor lends itself to mass manufacturing. Many of Aura’s axial flux induction machines have been operating for twenty years and have shown remarkable reliability.

⁵	Emerging Electric Motor Technologies for the EV Market September 28, 2021 Luke Gear Electric motors

After a lengthy development period, the Company first began commercializing the AuraGen® in late 1999 and early 2000. In 2001, the first commercial AuraGen® product was a 4-pole machine which, when combined with our proprietary and patented Electronic Control Unit (“ECU”), generated 5 kW of exportable 120/240 VAC power. We subsequently added a 6-pole configuration and introduced our patented bi-directional power supply that provided for 8.5 kW watts of exportable power with the capability of providing both alternating (“AC”) and direct (“DC”) power simultaneously. In Fiscal 2008, the Company introduced an AuraGen® system that generated up to 17 kW of continuous power by combining two 8.5 kW systems on a single shaft. Starting in July 2019, we began to redesign and upgrade the ECU and develop new axial flux generator configurations. As a result of such efforts, our redesigned ECU allows us to replace the old 5 kW solution with a 6.5 kW solution using the same 4-pole generator as well as to upgrade the output of the 6-pole machine from 8.5 kW to 1512 kW.

Our more recent efforts have resulted ~~also~~in ~~resulted~~our new 10 kW mobile power generator that which is approximately 20% smaller in diameter and 10% smaller in axial length than the ~~development~~legacy 8.5 kW solution and we have completed the design and are now in the process of fabrication of a 250-kW axial flux motor which has approximately the ~~following~~same ~~upgraded~~dimensions ~~optimum~~as ~~designs:~~our legacy 8.5 kW mobile power solution. This new 250 kW motor has a base speed of 5,000 rpm and an operating range of up to 20,000 rpm.

Power level	Operating speed (RPM)	Diameter (active) mm/in	Application	Axial length (active) mm/in	Efficiency
4 kW	3,600	130/5.12	Water Pump	90/3.54	91+%
10 kW	2,500-13,000	175/6.89	Mobile power	105/4.13	92+%
30 kW	2,500-13,000	220/8.66	Mobile Power	89/3.5	93+%
250 kW	5,000 base-20,000	220/8.66	Electric Vehicles	86/3.4	97.5%

In March 2019, stockholders of the Company represented a majority of the outstanding shares of the Company’s common stock delivered signed written consents to the Company removing Ronald Buschur, William Anderson and Si Ryong Yu as members of the Company’s Board and electing Ms. Cipora Lavut, Mr. David Mann, and Dr. Robert Lempert as directors of the Company in their stead. Because of Aura’s refusal to recognize the legal effectiveness of the consents, in April 2019 the stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the consents. On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr. See Item 3, Legal Proceedings for more information. Following this ruling by the Court of Chancery, the newly confirmed Board of Directors terminated the employment of Melvin Gagerman, who had served as CEO and CFO of the Company since 2006, and installed Ms. Lavut as President, Mr. Mann as Chief Financial Officer and Dr. Lempert as Secretary of the Company.

~~In March~~Impact ~~2019, stockholders~~ of the Company represented a majority of the outstanding shares of the Company’s common stock delivered signed written consents to the Company removing Ronald Buschur, William Anderson and Si Ryong Yu as members of the Company’s Board and electing Ms. Cipora Lavut, Mr. David Mann, and Dr. Robert Lempert as directors of the Company in their stead. Because of Aura’s refusal to recognize the legal effectiveness of the consents, in April 2019 the stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the consents. On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador DiazCOVID-~~Versón,~~19 Jr. See Item 3, Legal Proceedings for more information. Following this ruling by the Court of Chancery, the newly confirmed Board of Directors terminated the employment of Melvin Gagerman, who had served as CEO and CFO of the Company since 2006, and installed Ms. Lavut as President, Mr. Mann as Chief Financial Officer and Dr. Lempert as Secretary of the Company. In February 2022, Mr. Steven Willett was appointed the Company’s CFO.Pandemic

~~Impact~~ As a result of the COVID-19 pandemic, ~~Pandemic~~we have experienced varying degrees of business disruptions and periods of closure of our corporate facilities as have our customers, suppliers, and vendors, resulting in significant adverse impacts to our operating results. Resurgences in certain parts of the world resulted in further business disruptions periodically throughout Fiscal 2023, Fiscal 2022 and Fiscal 2021. Such disruptions have continued into Fiscal 2024, impacting our business.

The COVID-19 global pandemic has negatively affected the global economy, disrupted global supply chains, and created extreme volatility and disruptions to capital and credit markets in the global financial markets. We began to see the impact of COVID-19 during our fourth quarter of Fiscal 2020 with our Chinese joint venture’s manufacturing facilities being required to close and many of our customers suspending their own operations due to the COVID-19 pandemic. As a result, net sales and production levels during the fourth quarter of Fiscal 2020 and the entirety of Fiscal 2021, Fiscal 2022 and Fiscal 2023 were significantly reduced, thus impacting our results of operations during these fiscal periods.3

~~In response~~Business ~~to the COVID-19 pandemic and business disruption, we implemented certain measures to manage costs, preserve liquidity and enhance employee safety~~Arrangements. ~~These measures included the following:~~

●During ~~Careful~~Fiscal ~~monitoring~~2018 and Fiscal 2019, the Company’s engineering, manufacturing, sales, and marketing activities were reduced while we focused on renegotiating numerous financial obligations. During this time, the Company’s agreements with numerous customers, third party vendors, and organizations and entities material to the operation of ~~operating~~the ~~expenses~~Company ~~including~~business ~~wages~~were canceled, delayed or terminated. During Fiscal 2018, the Company successfully restructured in excess of $30 million of debt. Also, during Fiscal 2018, the Company signed a joint venture agreement with a Chinese company to build, service and ~~salaries~~distribute AuraGen® mobile power products in China. Under the Jiangsu Shengfeng joint venture agreement, the Chinese partner owns 51% of the joint venture and the Company owns 49%. The Chinese partner contributed a total of approximately $9.75 million to the venture principally in the form of facilities, equipment, and approximately $500 of working capital while the Company contributed $250 in cash as well as a limited license. The limited license sold to the joint venture, however, does not permit the venture to manufacture the AuraGen® rotor; rather, the joint venture is required to purchase all rotor subassemblies as well as certain software elements directly from the Company. During Fiscal 2018, Jiangsu Shengfeng placed a $1,000 order with the Company including a $700 advance payment of which the Company has failed to deliver product in accordance with the order received. On November 20, 2019, the Company reached a preliminary agreement with Jiangsu Shengfeng regarding the return of $700 previously advanced to the Company. The preliminary agreement reached consists of a non-interest-bearing promissory note and a payment plan pursuant to which the $700 was to be paid over an 11-month period beginning March 15, 2020, through February 15, 2021. The preliminary agreement was subject to the JV continuous operation. However, starting in January 2020 the JV was shut down by the Chinese authority due to the COVID-19 virus. In 2023, the JV was dissolved and liquidated.

●As ~~Enhanced~~of ~~cleaning~~February ~~and~~29, ~~disinfection~~2024, ~~procedures~~the unpaid atbalance ~~our~~of ~~facilities,~~$700 ~~promotion~~was reported as part of ~~social~~notes ~~distancing~~payables at– ~~our~~related ~~facilities~~party ~~and~~in ~~requirements~~the ~~for~~accompanying ~~employees~~financial tostatements. ~~work~~During ~~from~~Fiscal 2020, ~~home~~the ~~where~~Company ~~possible;~~recorded ●an ~~Reduction~~impairment expense of ~~capital~~$250 ~~expenditures;~~to ~~and~~fully ●write-off ~~Deferral~~the Jiangsu Shengfeng investment due to the uncertainty of the ~~discretionary~~operation. ~~spending~~In 2023 the JV was dissolved and liquidated.

~~As of~~In ~~the~~Fiscal ~~filing~~2020 stockholders of ~~this~~the ~~Annual~~Company ~~Report~~successfully onremoved ~~Form~~Ronald ~~10-K on May 26~~Buschur, ~~2023,~~William ~~the~~Anderson ~~extent~~and ofSi ~~the~~Ryong ~~impact~~Yu offrom the ~~COVID-19~~Company’s ~~pandemic~~Board onof ~~our~~Directors ~~business,~~and ~~financial~~elected ~~results~~Ms. ~~and~~Cipora ~~liquidity~~Lavut, ~~will~~Mr. ~~depend~~David ~~largely~~Mann onand ~~future~~Dr. ~~developments,~~Robert ~~including~~Lempert ~~the~~as ~~effectiveness~~directors of ~~vaccination programs globally,~~ the ~~impact~~Company ~~on capital and financial markets and the related impact on our customers, especially~~ in ~~the~~their ~~commercial vehicle markets~~stead. ~~These future~~See ~~developments~~Item ~~are outside of our control~~3, ~~are~~Legal ~~highly~~Proceedings for ~~uncertain~~more ~~and cannot be predicted~~information. IfAlso, ~~the~~in ~~impact~~Fiscal ~~is prolonged due~~2020, ~~for~~Melvin ~~example~~Gagerman, to ~~variant~~Aura’s ~~strains~~CEO ofand ~~the~~CFO ~~COVID-19~~since ~~having an adverse impact~~2006, ~~then~~was itreplaced. ~~can~~In ~~further~~July ~~increase~~2019 ~~the~~Ms. ~~difficulty~~Lavut succeeded ofMr. ~~planning~~Gagerman ~~for~~as ~~operations~~President and ~~may~~ ~~require~~Mr. usMann tosucceeded ~~take~~Mr. ~~further~~Gagerman ~~actions~~ as itCFO. ~~relates to costs and liquidity~~Dr. ~~These~~Lempert ~~and~~was ~~other~~appointed ~~potential~~as ~~impacts~~Secretary of the ~~COVID-19 pandemic~~Company ~~will~~by ~~continue to adversely impact our results for~~ the ~~current~~Board ~~year,~~of ~~Fiscal~~Directors ~~2024,~~also ~~and~~in ~~that~~July ~~impact could be material~~2019.

3Recent Developments.

~~Business~~As a result of the COVID-19 ~~Arrangements~~pandemic, we have experienced varying degrees of business disruptions and periods of closure of our corporate facilities as have our customers, suppliers, and vendors, resulting in significant adverse impacts to our operating results. Resurgences in certain parts of the world resulted in further business disruptions periodically throughout Fiscal 2023, Fiscal 2022 and Fiscal 2021. Such disruptions have continued into Fiscal 2024, impacting our business.

During Fiscal 2018 and Fiscal 2019, the Company’s engineering, manufacturing, sales, and marketing activities were reduced while we focused on renegotiating numerous financial obligations. During this time, the Company’s agreements with numerous customers, third party vendors, and organizations and entities material to the operation of the Company business were canceled, delayed or terminated. During Fiscal 2018, the Company successfully restructured in excess of $30 million of debt. Also, during Fiscal 2018, the Company signed a joint venture agreement with a Chinese company to build, service and distribute AuraGen® mobile power products in China. Under the Jiangsu Shengfeng joint venture agreement, the Chinese partner owns 51% of the joint venture and the Company owns 49%. The Chinese partner contributed a total of approximately $9.75 million to the venture principally in the form of facilities, equipment, and approximately $500,000 of working capital while the Company contributed $250,000 in cash as well as a limited license. The limited license sold to the joint venture, however, does not permit the venture to manufacture the AuraGen® rotor; rather, the joint venture is required to purchase all rotor subassemblies as well as certain software elements directly from the Company. During Fiscal 2018, Jiangsu Shengfeng placed a $1,000,000 order with the Company including a $700,000 advance payment of which the Company has failed to deliver product in accordance with the order received. On November 20, 2019, the Company reached a preliminary agreement with Jiangsu Shengfeng regarding the return of $700,000 previously advanced to the Company. The preliminary agreement reached consists of a non-interest-bearing promissory note and a payment plan pursuant to which the $700,000 was to be paid over an 11-month period beginning March 15, 2020, through February 15, 2021. The preliminary agreement was subject to the JV continuous operation. However, starting in January 2020 the JV was shut down by the Chinese authority due to the COVID-19 virus, and as of the date of this filing, the JV operation has not restarted. As of February 28, 2023, the unpaid balance of $700,000 was reported as part of notes payables – related party in the accompanying financial statements. During Fiscal 2020, the Company recorded an impairment expense of $250,000 to fully write-off the Jiangsu Shengfeng investment due to the uncertainty of the operation.4

~~In Fiscal~~The ~~2020~~AuraGen®/VIPER ~~stockholders~~Product of the Company successfully removed Ronald Buschur, William Anderson and Si Ryong Yu from the Company’s Board of Directors and elected Ms. Cipora Lavut, Mr. David Mann and Dr. Robert Lempert as directors of the Company in their stead. See Item 3, Legal Proceedings for more information. Also, in Fiscal 2020, Melvin Gagerman, Aura’s CEO and CFO since 2006, was replaced. In July 2019 Ms. Lavut succeeded Mr. Gagerman as President and Mr. Mann succeeded Mr. Gagerman as CFO. Dr. Lempert was appointed as Secretary of the Company by the Board of Directors also in July 2019. In February 2022, Mr. Steven Willett was appointed CFO. During the second half of Fiscal 2020, the Company began significantly increasing its engineering, manufacturing and marketing activities. Since July 8, 2019, the date of the management change, through the end of Fiscal year 2023, the Company has shipped approximately 155 units.Overview:

~~Recent Developments.~~Markets Served by the AuraGen®/VIPER

~~Beginning in~~Induction ~~Fiscal~~Motor 2020, a novel strain of coronavirus commonly referred to as COVID-19 emerged and spread rapidly across the globe, including throughout all major geographies in which we operate (North America, Europe, and Asia), resulting in adverse economic conditions and business disruptions, as well as significant volatility in global financial markets. Governments worldwide have imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus. Such factors, among others, have resulted in a significant decline in spending and resource availability. Additionally, during this period of uncertainty, companies across a wide array of industries have implemented various initiatives to reduce operating expenses and preserve cash balances, including work furloughs, reduced pay, and severance actions, which could lower consumers’ disposable income levels or willingness to purchase discretionary items.Applications

AsAura’s axial flux induction amachine ~~result~~can ofbe ~~the~~used ~~COVID-19~~as ~~pandemic,~~either wean ~~have~~electric ~~experienced~~motor ~~varying~~or ~~degrees~~generator ofas ~~business~~described ~~disruptions~~above. ~~and~~Due ~~periods~~to ofthe ~~closure~~inherit advantages of ~~our~~Aura’s ~~corporate~~axial ~~facilities~~flux induction machine, such as ~~have~~(i) ~~our~~no ~~customers,~~rare ~~suppliers~~earth or any other kind of permanent magnets, (ii) significantly less copper (60% less) than equivalent traditional induction motors (iii) higher energy density and ~~vendors~~(iv) fewer overall materials, ~~resulting~~we inbelieve ~~significant~~Aura’s ~~adverse~~axial ~~impacts~~flux induction tomotor ~~our~~can ~~operating~~be ~~results.~~used ~~Resurgences in~~across ~~certain~~a ~~parts~~wide range of ~~the~~industries ~~world~~and ~~resulted~~applications. Because even a small percent increase in ~~further~~motor ~~business~~efficiency translates ~~disruptions~~to ~~periodically~~a ~~throughout~~market-wide ~~Fiscal~~savings ~~2022~~of tens of billions of dollars per year and ~~Fiscal~~because ~~2021.~~Aura’s ~~Such~~axial ~~disruptions~~flux motor design is more ~~have~~efficient ~~continued~~than ~~into~~equivalent ~~Fiscal~~radial ~~2023~~flux induction motors, ~~impacting~~we ~~our~~believe ~~business~~that with the proper financial resources, over time, we can capture a reasonable share of the global electric motor market.

~~Despite~~ Electric motor are the ~~introduction~~main users of ~~COVID-19 vaccines~~electricity, accounting for approximately 53% of the ~~pandemic~~global ~~remains~~demand ~~highly~~for ~~volatile~~electricity. ~~and~~Over ~~continues~~65% of the energy used to ~~evolve~~support electric motors is used for industrial motor systems.6 ~~Accordingly~~The industrial electric motor market is expected to grow from an estimated USD 113.3 billion in 2020 to USD 169.1 billion by 2026, weat ~~cannot~~a ~~predict~~CAGR ~~for~~of 6.9% during the forecast period.72. ~~how~~The ~~long~~increase in global electricity consumption, and tothe ~~what~~use ~~extent~~of electrical equipment and machines in different industries and the ~~pandemic~~renewables sector ~~will~~are ~~impact~~major ~~our~~factors ~~business~~driving ~~operations~~growth orin the ~~global~~electric ~~economy~~motor asmarket aduring ~~whole~~the forecast period.

4Electric motors are employed in infrastructure, major structures, and industries all around the world. Each year, approximal 30 million motors are sold for industrial use alone.8 Electric motors find application in a variety of equipment throughout industry. Common industrial applications include: (i) compressors, (ii) fans and blowers, (iii) heavy duty equipment, (iv) HVAC systems, (v) pumps and (vi) machine tools (laths and mills etc.) Electric motors and generators are one of the most important tools in modern day life.

~~The~~Numerous studies show a high ~~AuraGen®/VIPER~~potential ~~Product~~for ~~Overview:~~energy efficiency improvement in motor systems. Specifically, system optimization approaches which address the entire motor system demonstrate high potential for energy savings. For most countries the saving potentials for energy efficiency improvements in motor systems with best available technology lie between 9 and 13 percent of the national industrial electricity demand.9

~~Markets~~Aura’s machines ~~Served~~use byapproximately ~~the~~60% ~~AuraGen®~~less copper, are approximately 1/~~VIPER~~3 the size and weight and are more efficient than the equivalent traditional radial flux (“RF”) induction machine.

~~Induction~~When compared to radial ~~Motor~~and ~~Applications~~axial flux permanent magnet machines, Aura machines are less expensive to manufacture, do not use any rare earths, do not use any permanent magnets, are not dependent on supply from China, are more robust, have a higher operating speed range, have lower maintenance, have a longer lifetime, and are generally smaller, lighter and higher in efficiency.

~~Aura’s axial~~EV flux induction machine can be used as either an electric motor or generator as described above. Due to the inherit advantages of Aura’s axial flux induction machine, such as (i) no rare earth or any other kind of permanent magnets, (ii) significantly less copper (60% less) than equivalent traditional induction motors (iii) higher energy density and (iv) fewer overall materials, we believe Aura’s axial flux induction motor can be used across a wide range of industries and applications. Because even a small percent increase in motor efficiency translates to a market-wide savings of tens of billions of dollars per year and because Aura’s axial flux motor design is more efficient than equivalent radial flux induction motors, we believe that with the proper financial resources, over time, we can capture a reasonable share of the global electric motor market.

~~Electric~~The ~~motor~~universal ~~are~~global ~~the~~trend ~~main~~for ~~users~~electrification ofhas ~~electricity,~~created ~~accounting~~in ~~for~~addition ~~approximately~~to ~~53% of~~ the ~~global~~industrial demand for ~~electricity.~~motors ~~Over~~also ~~65%~~a ofvery ~~the energy~~large ~~used~~demand tofor ~~support~~motors used in electric ~~motors~~transportation isfor ~~used~~vehicles, ~~for~~planes, ~~industrial~~and ~~motor~~boats ~~systems~~(“EV”).6 ~~The~~In ~~industrial~~such ~~electric~~applications, ~~motor market~~one isor ~~expected~~more electric tomotors are ~~grow~~used ~~from~~for ~~an estimated USD 113~~propulsion.3 ~~billion~~The inpower ~~2020~~ to ~~USD~~drive ~~169.1~~the ~~billion~~electric bymotors ~~2026,~~is atgenerally a ~~CAGR of~~battery ~~6.9%~~system ~~during~~or ~~the~~fuel ~~forecast period~~cell.~~72.~~ ~~The~~Both ~~increase~~batteries inand ~~global~~fuel ~~electricity~~cells convert ~~consumption,~~some ~~and~~form ~~the use~~ of ~~electrical equipment~~fuel ~~and~~to ~~machines~~electricity inthrough ~~different~~some ~~industries~~chemical ~~and~~process. EVs ~~the~~include, ~~renewables~~but ~~sector~~ are ~~major~~not ~~factors~~limited ~~driving~~to, ~~growth~~road inand ~~the~~off-road ~~electric motor~~vehicles, ~~market~~surface ~~during~~and ~~the~~underwater ~~forecast~~vessels, electric ~~period~~aircraft, and electric spacecraft.

Electric motors are employed in infrastructure, major structures, and industries all around the world. Each year, approximal 30 million motors are sold for industrial use alone.8 Electric motors find application in a variety of equipment throughout industry. Common industrial applications include: (i) compressors, (ii) fans and blowers, (iii) heavy duty equipment, (iv) HVAC systems, (v) pumps and (vi) machine tools (laths and mills etc.) Electric motors and generators are one of the most important tools in modern day life.

⁶	Identification of Technoeconomic Opportunities with the Use of Premium Efficiency Motors as Alternative for Developing Countries -Julio R. Gómez etc. Published: October 16, 2020
⁷	Markets & Markets Electric Motor Market Published Date: Nov 2020 \| Report Code: EP 3882
⁸	Precedence Research October 6, 2021
⁹	Energy efficiency in electric motor systems- UN industrial Development Organization Venna 2012

Numerous studies show a high potential for energy efficiency improvement in motor systems. Specifically, system optimization approaches which address the entire motor system demonstrate high potential for energy savings. For most countries the saving potentials for energy efficiency improvements in motor systems with best available technology lie between 9 and 13 percent of the national industrial electricity demand.95

~~Aura~~It is rather interesting to note that, while electric motors have been around for more than 200 years, technical information on electric motors in EVs is very scarce and generally only found in niche technology sites. Most EV literature only notes the motor’s relative quietness, its torque ~~machines~~response, ~~use~~its ~~approximately~~simplicity, ~~60%~~and ~~less~~long-term ~~copper~~low maintenance requirements. Most of the space dedicated to the powertrain (motor, ~~are~~motor- ~~approximately~~controller and ~~1/3~~some cases a gear box) is focuses, instead, on the battery—its size and weight, ~~and~~where ~~are~~it ~~more~~sits, ~~efficient~~the ~~than~~range, ~~the~~how ~~equivalent~~long ~~traditional~~it takes ~~radial~~to ~~flux~~fully ~~(“RF”)~~charge, ~~induction machine~~etc. Yet, the majority function of the battery system is to support the electric motors and its controller.

~~When compared~~In addition to ~~radial~~the batteries, the ~~and~~electric ~~axial~~motor ~~flux~~and ~~permanent~~supporting ~~magnet~~power ~~machines,~~electronics ~~Aura machines~~ are ~~less~~critical ~~expensive~~components toof ~~manufacture,~~EV dodrivetrain. ~~not~~It ~~use~~is ~~any~~expected ~~rare~~that ~~earths, do~~over ~~not~~100 ~~use~~million ~~any~~electric motors ~~permanent~~will ~~magnets,~~be ~~are~~required ~~not~~per ~~dependent~~year onby ~~supply~~2032 ~~from~~to ~~China,~~meet ~~are~~the ~~more~~demand ~~robust,~~for ~~have~~the agrowing ~~higher~~EV ~~operating~~market10 ~~speed~~(where ~~range,~~would ~~have lower~~all ~~maintenance,~~the ~~have~~rare aearths ~~longer~~come from ~~lifetime,~~to ~~and~~support ~~are~~100 ~~generally~~million ~~smaller,~~motors ~~lighter~~per ~~and higher in efficiency~~year?).

EVThe global Electric ~~applications~~Vehicle Market size is projected to grow from 4 million units in 2021 to 34.76 million units by 2030.11 The AC motor (most power by alternating current) is expected to witness the fastest growth in the electric motor market during the forecast period.

The ~~universal~~ global ~~trend~~electric ~~for~~powertrain market ~~electrification~~(electric ~~has~~motor, ~~created~~plus inmotor ~~addition~~controller toplus ~~the~~a ~~industrial~~gear ~~demand~~box) ~~for~~size ~~motors~~is ~~also~~projected ato ~~very~~surpass ~~large~~around ~~demand~~US$ ~~for~~200 ~~motors used~~billion inby ~~electric~~2027 ~~transportation for vehicles, planes,~~ and ~~boats (“EV”). In such applications, one or more electric motors~~growing ~~are~~at ~~used~~a ~~for~~CAGR ~~propulsion~~13.8%. The ~~power~~motor/generator tocomponent ~~drive~~expected ~~the~~to ~~electric~~show ~~motors~~lucrative isgrowth ~~generally~~over athe ~~battery~~analysis ~~system~~period orattributed ~~fuel~~to ~~cell.~~the ~~Both batteries and fuel cells~~escalated ~~convert~~penetration ~~some form~~ of ~~fuel~~plug-in tohybrid ~~electricity~~battery ~~through~~electric ~~some~~vehicle ~~chemical~~(“PHEV”) ~~process. EVs include, but are not limited to, road~~ and ~~off-road~~battery ~~vehicles, surface~~electric ~~and~~vehicle ~~underwater~~(“BEV”) ~~vessels, electric~~across ~~aircraft, and electric spacecraft~~the globe.12

6	Identification of Technoeconomic Opportunities with the Use of Premium Efficiency Motors as Alternative for Developing Countries -Julio R. Gómez etc. Published: October 16, 2020
7	Markets & Markets Electric Motor Market Published Date: Nov 2020 \| Report Code: EP 3882
8	Precedence Research October 6, 2021
9	Energy efficiency in electric motor systems- UN industrial Development Organization Venna 2012

There are several key performance metrics for electric motors. Power and torque density enables improved driving dynamics in a smaller and lighter package, with weight and space being at a premium in EVs. Another critical area is efficiency. Improving efficiency means that less energy stored in the battery is wasted when accelerating the vehicle, resulting in improved range from the same battery capacity. Smaller motor system weight will also contribute to increase in range since less weight needs to be moved.

5Most electric motors currently used for electric mobility employ high energy permanent magnets.13 The magnetic material is usually sintered neodymium–iron–boron (NdFeB) made or processed in China. Neodymium is one of the rare earth elements. China has around a third of all rare earth reserves and around 80% of global production.14 In 1987 the Chinese President Deng Xiaoping famously said, “the middle East has Oil; China has rare earths”. An Oxford Analytics Expert briefing on July 30, 2020, states that “(i) Permanent Magnets will account for 3⁄4 of rare earth demand by 2030 up from 1⁄4 in 2020 and (ii)Electric vehicles and offshore wind will drive demand and be most vulnerable to supply shocks”.

ItPermanent ismagnet ~~rather~~(“PM”) ~~interesting~~machines tocan ~~note~~be ~~that,~~extremely ~~while~~light ~~electric motors have been around for more than 200 years, technical information on electric motors~~ in ~~EVs~~weight ~~is very scarce~~ and ~~generally~~highly ~~only found in niche technology sites~~efficient. ~~Most~~In EVPM ~~literature~~machines ~~only notes~~ the ~~motor’s~~magnetic ~~relative quietness,~~field ~~its~~B ~~torque~~is ~~response,~~fixed by ~~its~~the ~~simplicity,~~magnets and ~~long-term low maintenance requirements. Most of~~ the ~~space~~only ~~dedicated~~way to ~~the~~change ~~powertrain (motor,~~this ~~motor-~~is ~~controller~~with ~~and some cases~~ a ~~gear~~bucking ~~box)~~field. isThese ~~focuses,~~bucking ~~instead,~~currents onresult ~~the~~in ~~battery—its~~increase ~~size~~in ~~and~~temperature ~~weight, where it sits, the~~that ~~range,~~could ~~how~~affect ~~long it takes to fully charge, etc. Yet,~~ the ~~majority~~magnetization ~~function~~ of the ~~battery~~permanent ~~system is to support the electric motors and its controller~~magnets.

In PM machines the operating ~~addition~~temperature tomust be kept at below 100oC because at that temperature the ~~batteries~~ magnets start to lose some of their magnetization and at 180oC they become completely demagnetized. However, in EV applications at low speed, one needs to use a lot of current (generating high heat) to get the ~~electric~~required ~~motor~~torque; ~~and~~similarly, ~~supporting~~at ~~power~~high ~~electronics~~speeds ~~are~~one ~~critical~~needs ~~components~~a lot of EVcurrent ~~drivetrain.~~for Itthe isbucking ~~expected~~fields to reduce ~~that~~the ~~over~~B ~~100~~field. ~~million~~Thus, PM machines for electric ~~motors~~mobility ~~will~~require bea ~~required~~very ~~per~~complex ~~year~~cooling bysystem. ~~2032~~All tothe ~~meet~~components in the ~~demand~~machine are designed for maximum specifications but operationally the ~~growing~~machine EVis ~~market10~~limited ~~(where would~~by ~~all~~temperature requirements of the ~~rare~~magnets. ~~earths~~The ~~come~~cost ~~from~~of such machines is high due to ~~support~~(i) ~~100~~The ~~million~~permanent ~~motors~~magnets, ~~per~~(ii) ~~year?~~the complex cooling system and (iii) complex controller.

The global Electric Vehicle Market size is projected to grow from 4 million units in 2021 to 34.76 million units by 2030.11 The AC motor (most power by alternating current) is expected to witness the fastest growth in the electric motor market during the forecast period.

¹⁰	Emerging Electric Motor Technologies for the EV Market Sep 28, 2021 Luke Gear
¹¹	Market & market Electric Vehicle Market May 2021 Report code AT4907
¹²	Precedence research June 9, 2021
¹³	Will rare earth be eliminated in EV motor-Dr. James Edmondson Nov 2-2020
¹⁴	Vikendi December 29, 2021

The global electric powertrain market (electric motor, plus motor controller plus a gear box) size is projected to surpass around US$ 200 billion by 2027 and growing at a CAGR 13.8%. The motor/generator component expected to show lucrative growth over the analysis period attributed to the escalated penetration of plug-in hybrid battery electric vehicle (“PHEV”) and battery electric vehicle (“BEV”) across the globe.126

~~There are~~In ~~several~~addition ~~key~~to ~~performance~~the ~~metrics~~cost ~~for~~issues, the ~~electric~~permanent ~~motors.~~magnets ~~Power~~are ~~and~~subject ~~torque~~to ~~density~~the ~~enables~~economic ~~improved driving dynamics in a smaller~~ and ~~lighter~~ ~~package,~~political ~~with~~control ~~weight~~of ~~and~~China. ~~space~~There ~~being~~is atalways athe ~~premium~~possible insituation ~~EVs.~~that ~~Another~~China economically ~~critical~~weaponizes ~~area~~rare isearth ~~efficiency.~~and ~~Improving~~stops ~~efficiency~~sending ~~means~~the ~~that less~~refined ~~energy~~product ~~stored~~to in the ~~battery is~~ ~~wasted~~U.S ~~when~~so ~~accelerating~~they ~~the~~cannot ~~vehicle,~~be ~~resulting~~used in ~~improved~~weapon ~~range~~systems ~~from~~or ~~the same battery~~commercial ~~capacity.~~applications ~~Smaller~~such ~~motor~~as ~~system~~electric ~~weight~~vehicles.15 ~~will~~In ~~also~~the ~~contribute~~past toduring ~~increase~~political indisputes ~~range~~China ~~since~~threatened ~~less~~to ~~weight~~cease ~~needs~~export toof rare ~~be moved~~earths.16

~~Most electric~~As ~~motors~~to ~~currently~~environmental, rare-earth magnets used ~~for~~in ~~electric~~EV ~~mobility~~applications ~~employ~~are ~~high~~responsible ~~energy~~for ~~permanent~~major ~~magnets~~environmental pollution.13 The ~~magnetic~~extraction ~~material~~of israre ~~usually~~earths “produce mountains ~~sintered~~of toxic ~~neodymium–iron–boron~~waste, ~~(NdFeB)~~with ~~made~~high orrisk ~~processed~~of inenvironmental ~~China~~and health hazards. ~~Neodymium~~For isevery ~~one~~ton of ~~the~~ rare earth ~~elements.~~produced, ~~China~~the ~~has~~mining process yields 13-kg ~~around~~of adust, ~~third~~9,600-12,000 ofcubic ~~all~~meters ~~rare~~of ~~earth~~waste ~~reserves~~gas, ~~and~~75 ~~around~~cubic ~~80%~~meters of ~~global~~wastewater, ~~production.14~~and Inone ~~1987~~ton ~~the~~of ~~Chinese~~radioactive ~~President~~residue. ~~Deng~~This ~~Xiaoping famously~~stems ~~said,~~from “the fact ~~middle~~that ~~East~~rare ~~has~~earth ~~Oil;~~element ~~China~~ores have metals ~~has~~that, ~~rare~~when ~~earths”.~~mixed Anwith ~~Oxford~~leaching ~~Analytics~~pond ~~Expert~~chemicals, ~~briefing~~contaminate ~~on July 30~~air, ~~2020,~~ ~~states~~water, ~~that~~and ~~“(i)~~soil. ~~Permanent~~Most ~~Magnets~~worrying ~~will~~is ~~account~~that ~~for 3⁄4 of~~ rare earth ~~demand~~ores byare ~~2030~~often laced with upradioactive ~~from~~thorium ~~1⁄4~~and inuranium, which ~~2020~~result ~~and~~in ~~(ii)Electric vehicles~~especially ~~and~~detrimental ~~offshore~~health ~~wind~~effects. ~~will~~Overall, ~~drive~~for ~~demand~~every ~~and~~ton beof ~~most~~rare ~~vulnerable~~earth, 2,000 totons ~~supply~~of ~~shocks”.~~toxic waste are produced.”17

~~Permanent magnet~~Unlike (“the PM”) machines, Aura’s ~~can~~axial beflux ~~extremely~~induction ~~light~~machines indo ~~weight~~not use any permanent magnets and ~~highly~~therefore ~~efficient.~~the Incontroller PMcan ~~machines~~change the ~~magnetic~~B ~~field~~fields since B is ~~fixed by~~proportionate to the ~~magnets~~voltage ~~and~~divided by the ~~only~~frequency ~~way~~(V/f). toThus, ~~change~~the ~~this~~Aura ismachine, when operated with a ~~bucking~~smart ~~field~~inverter, has an advantage over a PM machine. ~~These~~The ~~bucking~~Aura ~~currents~~machine ~~result~~has ina ~~increase~~smaller involume, ~~temperature~~equal ~~that~~or better efficiency, more reliable and a large cost advantage. ~~could~~This ~~affect~~advantage ~~the~~becomes ~~magnetization~~increasingly ofimportant ~~the~~as ~~permanent~~performance ~~magnets~~is increased.

~~In PM~~Mobile ~~machines the operating temperature must be kept at below 100oC because at that temperature the magnets start to lose some of their magnetization~~ and atRemote ~~180oC~~Power they become completely demagnetized. However, in EV applications at low speed, one needs to use a lot of current (generating high heat) to get the required torque; similarly, at high speeds one needs a lot of current for the bucking fields to reduce the B field. Thus, PM machines for electric mobility require a very complex cooling system. All the components in the machine are designed for maximum specifications but operationally the machine is limited by temperature requirements of the magnets. The cost of such machines is high due to (i) The permanent magnets, (ii) the complex cooling system and (iii) complex controller.Applications

10	Emerging Electric Motor Technologies for the EV Market Sep 28, 2021 Luke Gear
11	Market & market Electric Vehicle Market May 2021 Report code AT4907
12	Precedence research June 9, 2021
13	Will rare earth be eliminated in EV motor-Dr. James Edmondson Nov 2-2020
14	Vikendi December 29, 2021

The global generator sales market was $20.3 billion in 2019 and is estimated to reach $27.16 billion by 2027 (Fortune Business Insight). Most industries dealing with construction and infrastructure rely on mobile generators to support modern computers, digital sensors and instruments as well as electrical driven tools. Current automotive alternators cannot supply the existing demanded power for many such applications and thus the common solution is the use of stand-alone gensets (often referred to a “Auxiliary Power Units” or simply “APUs”). These APUs, however, (i) consume large amounts of fuel, (ii) are heavy and bulky and accordingly must often be towed on trailers, and (iii) require constant maintenance. Additionally, traditional APUs are generally not considered to be environmentally friendly power solutions based on their high fuel consumption, loud operating noise levels, and the emissions they secrete into the air. In comparison, the AuraGen^® system is small and light enough to generally be integrated directly into existing vehicles, does not require maintenance, nor do they require any set-up or tear-down time. In addition, there is no heavy lifting required and to contact with hot surfaces. The AuraGen^® operation when integrated in a vehicle or a boat is completely seamless and transparent to the user.

6Likewise, for law enforcement, emergency responders and militaries alike, mobile power is generally a necessity. Indeed, one of the fastest growing segments for mobile power is the military marketplace for On-Board-Exportable-Power (OBEP), which is electric power on vehicles that can be used to support non-vehicle functions such as weapon systems and C4I functions (command, control, communication, computers and information). Currently, most on-board power is provided by APUs. Given the drawbacks of APUs, however, militaries, law enforcement and first responders all over the world are seeking more efficient integrated power solutions for their vehicles.

In ~~addition~~ ~~to the cost issues~~addition, ~~the~~numerous ~~permanent~~leisure users ~~magnets~~ are ~~subject~~increasingly todemanding ~~the~~mobile ~~economic~~power ~~and~~for ~~political~~use ~~control~~ of ~~China.~~air-conditioning, ~~There~~appliances ~~is always the possible situation that China economically weaponizes rare earth~~ and ~~stops~~other ~~sending the refined product to the U~~amenities.~~S so they cannot be used in weapon systems or commercial applications such as electric vehicles.15 In the past during political disputes China threatened to cease export of rare earths.16~~

As to environmental, rare-earth magnets used in EV applications are responsible for major environmental pollution. The extraction of rare earths “produce mountains of toxic waste, with high risk of environmental and health hazards. For every ton of rare earth produced, the mining process yields 13-kg of dust, 9,600-12,000 cubic meters of waste gas, 75 cubic meters of wastewater, and one ton of radioactive residue. This stems from the fact that rare earth element ores have metals that, when mixed with leaching pond chemicals, contaminate air, water, and soil. Most worrying is that rare earth ores are often laced with radioactive thorium and uranium, which result in especially detrimental health effects. Overall, for every ton of rare earth, 2,000 tons of toxic waste are produced.”17

¹⁵	China Maintains Dominance in Rare Earth Production-National defense 9/8/21 by Stew Magnuson
¹⁶	Supercomputers Predict rare earth Market Vulnerability-National defense 9/9/21 by Stew Magnuson
¹⁷	Not so “green” technology: the complicated legacy of rare earth mining 12. Aug. 2021 Harvard International Review

Unlike the PM machines, Aura’s axial flux induction machines do not use any permanent magnets and therefore the controller can change the B fields since B is proportionate to the voltage divided by the frequency (V/f). Thus, the Aura machine, when operated with a smart inverter, has an advantage over a PM machine. The Aura machine has a smaller volume, equal or better efficiency, more reliable and a large cost advantage. This advantage becomes increasingly important as performance is increased.7

~~Mobile~~Beside stand-alone gensets (often referred to “auxiliary power units” or simply “APU” s), all automotive users rely on integrated alternators in their vehicles for such things as navigation systems, electric seating, electric windows, sound/ phone systems and ~~Remote~~lights. ~~Power~~In ~~Applications~~2019 alone, 87.9 million passenger vehicles were sold globally18 (each one used an alternator). The market for automotive alternators is presently dominated mainly by four companies: Denso, Valeo, Mitsubishi Electric, and Hitachi Automotive. These companies jointly control nearly 80% of the global market. The compact size and significant increase in efficiency of the AuraGen® provides an ideal replacement (fit and form) for high output automotive alternators while offering higher efficiency, longer lifetime and the flexibility of multi types of voltage both AC and DC. Recently, the Company completed the design and development for a 10-kW alternator with a diameter of 10 inches and axial length of less than 6 inches. The new 10 kW alternator will provide the full 10 kW power at alternator speeds of 2,500-13,000 rpm with efficiency higher than 90%.

The AuraGen® ~~global~~solution ~~generator~~increase ~~sales market was $20.3 billion~~ in ~~2019~~efficiency ~~and~~over istraditional ~~estimated to reach $27.16 billion by 2027 (Fortune Business Insight). Most industries dealing with construction and infrastructure rely on mobile~~ generators ~~to support modern computers~~, ~~digital~~when ~~sensors~~combined ~~and instruments~~with asour ~~well~~load asfollowing ~~electrical~~architecture ~~driven tools. Current automotive alternators cannot supply the existing demanded power for many such applications~~ and ~~thus~~ the ~~common~~ability ~~solution is the use of stand-alone gensets (often referred~~ to ~~a “Auxiliary Power Units”~~provide orboth ~~simply~~AC ~~“APUs”). These APUs, however, (i) consume large amounts of fuel, (ii) are heavy~~ and ~~bulky~~VDC ~~and accordingly must often be towed on trailers, and (iii) require constant maintenance~~simultaneously. Additionally, traditional APUs are generally not considered to be environmentally friendly power solutions based on their high fuel consumption, loud operating noise levels, and the emissions they secrete into the air. In comparison, the AuraGen® system is small and light enough to generally be integrated directly into existing vehicles, does not require maintenance, nor do they require any set-up or tear-down time. In addition, there is no heavy lifting required and to contact with hot surfaces. The AuraGen® operation when integrated in a vehicle or a boat is completely seamless and transparent to the user.

Likewise, for law enforcement, emergency responders and militaries alike, mobile power is generally a necessity. Indeed, one of the fastest growing segments for mobile power is the military marketplace for On-Board-Exportable-Power (OBEP), which is electric power on vehicles that can be used to support non-vehicle functions such as weapon systems and C4I functions (command, control, communication, computers and information). Currently, most on-board power is provided by APUs. Given the drawbacks of APUs, however, militaries, law enforcement and first responders all over the world are seeking more efficient integrated power solutions for their vehicles.Competition

InThe Company is involved in ~~addition,~~the ~~numerous~~application ~~leisure~~of ~~users~~its ~~are~~AuraGen® ~~increasingly~~technology ~~demanding~~to electric motors and mobile power. ~~for~~Therefore, ~~use~~it offaces ~~air-conditioning,~~substantial ~~appliances~~competition from ~~and~~companies ~~other~~offering ~~amenities~~different technologies.

15	China Maintains Dominance in Rare Earth Production-National defense 9/8/21 by Stew Magnuson
16	Supercomputers Predict rare earth Market Vulnerability-National defense 9/9/21 by Stew Magnuson
17	Not so “green” technology: the complicated legacy of rare earth mining 12.Aug.2021 Harvard International Review

Electric Motors

7There are four (4) basic approaches for electrical machines: (i) the rotor can be electrically excited such that it creates a magnetic field with constant orientation (as in synchronous machines) that usually uses brushes and or commutators; (ii) the shape of the rotor can induce reluctance variations in the stator (as in switched reluctance machines); (iii) the rotor can be permanently magnetized with permanent magnets (“PM “) as in brushless DC machines; and (iv) the rotor field can be induced from the stator due to the rotor’s structure as in induction machines. Our axial flux technology is an induction machine.

~~Beside~~Brushed ~~stand-alone~~machines are ~~gensets~~machines ~~(often referred to “auxiliary power units” or simply “APU” s), all automotive users rely on integrated alternators~~ in ~~their~~which ~~vehicles~~the ~~for~~rotor ~~such~~coil ~~things~~is assupplied ~~navigation~~with ~~systems,~~current ~~electric~~through ~~seating,~~brushes. ~~electric~~Unlike ~~windows~~commutators, ~~sound/~~brushes ~~phone systems~~only ~~and~~transfer ~~lights.~~electric Incurrent ~~2019~~to ~~alone,~~a ~~87.9~~moving ~~million~~rotor; ~~passenger~~commutators ~~vehicles~~also ~~were~~provide ~~sold~~switching ~~globally18~~of ~~(each~~the ~~one~~current ~~used an alternator)~~direction. ~~The market for automotive alternators is presently dominated mainly by four companies: Denso~~Large, ~~Valeo,~~brushed ~~Mitsubishi~~machines ~~Electric, and Hitachi Automotive.~~which ~~These~~are ~~companies~~run ~~jointly~~with ~~control~~DC ~~nearly~~to ~~80% of~~ the ~~global~~stator ~~market.~~windings ~~The~~at ~~compact~~synchronous ~~size~~speed ~~and~~are ~~significant increase in efficiency of~~ the ~~AuraGen®~~ ~~provides~~most ancommon ~~ideal~~generator ~~replacement~~in power ~~(fit~~plants ~~and~~because ~~form)~~they ~~for~~also ~~high output automotive alternators while offering higher efficiency,~~supply reactive ~~longer~~power to ~~lifetime and~~ the ~~flexibility~~grid. ofThey ~~multi~~can ~~types~~be ofstarted ~~voltage~~by ~~both~~the ACturbine and ~~DC.~~can ~~Recently,~~generate ~~the~~power ~~Company~~at ~~completed~~constant ~~the~~speed ~~design~~without ~~for~~ a ~~10-kW alternator~~controller. ~~with~~This ~~diameter~~type of machine ~~less~~is ~~than~~often 8referred ~~inches~~to ~~and~~in ~~axial length of less than 6 inches. The new 10 kW alternator will provide~~ the ~~full 10~~literature kWas ~~power~~a at“synchronous ~~alternator speeds of 2,500-13,000 rpm with efficiency higher than 92%~~machine”.

~~The~~Reluctance ~~AuraGen®~~machines have ~~solution~~no ~~increase~~windings in ~~efficiency~~the ~~over~~rotor, ~~traditional~~only ~~generators,~~a ~~when~~ferromagnetic ~~combined~~material ~~with~~shaped ~~our~~so ~~load~~that ~~following~~“electromagnets” ~~architecture~~in the ~~and~~stator can “grab” the ~~ability~~teeth in the rotor resulting in a slight movement. The electromagnets are then turned off, while another set of electromagnets is turned on to ~~provide~~move ~~both~~the ACstator ~~and~~further. Reluctance machines are also sometimes referred to as “step motors” as a result of the step-~~48VDC~~like ~~simultaneously~~movement. ~~makes~~These ~~our~~machines ~~solution~~are ~~very~~suited ~~attractive~~for low speed and accurate position control. Reluctance machines can be supplied with PMs in the stator to ~~cell~~improve ~~towers~~performance. ~~operators~~The ~~that~~“electromagnet” ~~depend~~is then “turned off” by sending ona ~~diesel~~negative ~~power~~current to the coil. ~~Our~~When ~~solution~~the ~~has~~current is positive the ~~potential~~magnet ~~for~~and the current cooperate to create a ~~significant~~stronger ~~reduction~~magnetic infield, which ~~diesel~~will ~~fuel~~improve ~~consumption~~the ~~for~~reluctance ~~such~~machine’s anmaximum ~~application~~torque without increasing the current’s maximum absolute value.

~~Competition~~PM machines have permanent magnets in the rotor which set up a magnetic field. The magnetic field is created by modern PMs (Neodymium Iron Boron magnets “NeFeB”), which means that PM machines have a higher torque/volume and torque/weight ratio than machines with rotor coils under continuous operation.

~~The~~In ~~Company~~general, it is ~~involved~~usually possible to overload electric machines for a short time until the current in the ~~application~~coils ofheats ~~its~~parts ~~AuraGen®~~of ~~technology~~the machine to ~~electric~~a ~~motors~~temperature ~~and~~which ~~mobile~~causes ~~power~~damage. ~~Therefore~~However, itPM ~~faces~~machines are very sensitive to such overloads because too high of a current in the ~~substantial~~coils ~~competition~~can ~~from~~create ~~companies~~a ~~offering~~magnetic ~~different~~field ~~technologies~~strong enough to demagnetize the magnets. The majority (80%) of NeFeB magnets are produced in China. Magnax and many other are examples of Companies using such an approach.

~~Electric Motors~~18 Motor Intelligence. Automotive alternator market growth trends forecast 2021-2026

There are four (4) basic approaches for electrical machines: (i) the rotor can be electrically excited such that it creates a magnetic field with constant orientation (as in synchronous machines) that usually uses brushes and or commutators; (ii) the shape of the rotor can induce reluctance variations in the stator (as in switched reluctance machines); (iii) the rotor can be permanently magnetized with permanent magnets (“PM “) as in brushless DC machines; and (iv) the rotor field can be induced from the stator due to the rotor’s structure as in induction machines. Our axial flux technology is an induction machine.8

~~Brushed~~AC induction machine (no PM) is ~~machines are~~the ~~machines~~most common electrical machine in ~~which~~use today. A changing magnetic field in the stator induces a current in the rotor. The ~~coil~~current in isthe ~~supplied~~rotor produces its own magnetic field, which then interacts with ~~current~~the ~~through~~magnetic ~~brushes.~~field ~~Unlike~~of ~~commutators~~the stator, ~~brushes~~causing ~~only~~the rotor to turn. The ~~transfer~~name ~~electric~~induction comes from the fact that current tois ainduced ~~moving~~in the rotor; ~~commutators~~by ~~also~~the ~~provide~~changing ~~switching~~magnetic field of the ~~current direction~~stator. Radial ~~Large,~~flux induction ~~brushed~~ machines ~~which are~~have ~~run~~been ~~with~~the DCworkhorse of industry due to ~~the~~their ~~stator~~robustness, ~~windings~~attractive atcost, ~~synchronous~~and ~~speed~~ease of control; however, they are relatively, heavy and bulky. On the ~~most~~other ~~common~~hand, ~~generator~~Aura’s ~~in power~~axial ~~plants~~flux ~~because~~(“AF”) ~~they~~induction ~~also~~machines, ~~supply reactive power to~~have all of the ~~grid.~~advantages of ~~They~~the ~~can~~radial beflux ~~started~~machines bybut with the ~~turbine~~advantage ~~and~~of ~~can~~higher ~~generate~~energy ~~power~~density atand ~~constant~~higher ~~speed~~efficiency ~~without~~resulting in a ~~controller~~smaller and lighter machine with equivalent or better performance. ~~This~~Unlike ~~type~~the ofPM machines, induction machines do not use any permanent magnets and therefore ~~machine~~the iscontroller ~~often~~can ~~referred~~change tothe inB fields since B is proportionate to the ~~literature~~voltage asdivided aby ~~“synchronous~~the ~~machine”~~frequency (V/f).

~~Reluctance machines have~~Although noour ~~windings~~axial influx ~~the rotor, only a ferromagnetic material shaped so that “electromagnets” in the~~induction ~~stator~~technology ~~can~~provides ~~“grab”~~significant ~~the~~advantages ~~teeth~~ in ~~the~~both ~~rotor~~cost ~~resulting~~(significant inless acopper, ~~slight~~steel ~~movement.~~and ~~The~~aluminum), ~~electromagnets~~size/weight ~~are~~and ~~then turned off~~performance, ~~while another~~most ~~set~~ of ~~electromagnets~~our iscompetitors ~~turned~~have onfar togreater ~~move~~financial, ~~the~~technical, ~~stator~~and ~~further.~~marketing ~~Reluctance~~resources ~~machines~~than ~~are~~we ~~also sometimes referred to as “step motors” as a result of the step-like movement~~have. ~~These~~They ~~machines~~have ~~are~~larger ~~suited~~budgets for ~~low speed and accurate position control. Reluctance machines can~~research, benew ~~supplied~~product ~~with~~development ~~PMs in the stator to improve performance. The “electromagnet” is then “turned off” by sending a negative current to the coil. When the current is positive the magnet~~ and ~~the current cooperate to create a stronger magnetic field~~marketing, ~~which~~ ~~will~~and ~~improve~~have ~~the~~long-standing ~~reluctance~~customer ~~machine’s maximum torque without increasing the current’s maximum absolute value~~relationships.

~~PM machines have~~Key ~~permanent~~players ~~magnets~~ in the ~~rotor~~market are ~~which~~(i) ~~set~~Nidec upMotor aCorporation, ~~magnetic~~(ii) ~~field~~ABB Ltd., ~~The~~(iii) ~~magnetic~~Siemens ~~field~~AG, is(iv) ~~created~~WEG byElectric ~~modern~~Corp, ~~PMs~~ (~~Neodymium~~v) ~~Iron~~Regal ~~Boron~~Beloit ~~magnets~~Corporation, ~~“NeFeB”~~(vi), ~~which means that PM machines have a higher torque/volume~~ Wolong, and ~~torque/weight~~(vii) ~~ratio than~~Teco ~~machines with rotor coils under continuous operation~~Westinghouse.

In general, it is usually possible to overload electric machines for a short time until the current in the coils heats parts of the machine to a temperature which causes damage. However, PM machines are very sensitive to such overloads because too high of a current in the coils can create a magnetic field strong enough to demagnetize the magnets. The majority (80%) of NeFeB magnets are produced in China. Magnax and many other are examples of Companies using such an approach.Generators

18There ~~Motor~~are ~~Intelligence.~~five ~~Automotive~~basic ~~alternator~~approaches used ~~market~~in ~~growth~~mobile ~~trends forecast 2021-2026~~generators.

8Gensets AKA APU. Portable generators meet the large market need for auxiliary power. Millions of units per year are sold in North America alone, and millions more are sold across the world to meet market demands for 1 to 20 Kilowatts of portable power. The market for these power levels addresses the commercial, leisure and residential markets, and is essentially divided into: (a) higher power, higher quality and higher price commercial level units; and (b) lower power, lower quality and lower price level units. Gensets provide the strongest competition across the widest marketplace for auxiliary power. Onan, Honda, Generac and Kohler, among others, are well established and respected brand names in the genset market for higher reliability auxiliary power generation. There are over 40 registered genset-manufacturing companies in the United States.

~~AC induction~~Some ~~machine~~of ~~(no PM) is~~ the ~~most~~key ~~common electrical machine in use today. A changing magnetic field in the stator induces~~suppliers aare ~~current~~Caterpillar in(US), ~~the~~Cummins ~~rotor. The~~(US), ~~current~~Rolls-Royce inHoldings ~~the~~(UK), ~~rotor~~Atlas ~~produces~~Copco ~~its own magnetic field~~(Sweden), ~~which~~Mitsubishi ~~then~~Heavy ~~interacts with the magnetic field of the stator~~Industries, ~~causing the rotor to turn~~Ltd. ~~The~~ name induction comes from the fact that current is induced in the rotor by the changing magnetic field of the stator. Radial flux induction machines have been the workhorse of industry due to their robustness(Japan), ~~attractive~~Yanmar ~~cost~~(Japan), ~~and~~Generac ~~ease~~(US), ofABB ~~control; however~~(Switzerland), ~~they~~Siemens ~~are~~Energy ~~relatively~~(Germany), ~~heavy~~Weichai ~~and~~Group ~~bulky. On the other hand~~(China), ~~Aura’s~~Kohler ~~axial~~Co. ~~flux~~ (~~“AF”~~US) ~~induction machines~~, ~~have~~Kirloskar ~~all~~Oil ofEngines ~~the advantages of the radial flux machines but with the advantage of higher energy density and higher efficiency resulting in a smaller and lighter machine with equivalent or better performance~~Ltd. ~~Unlike the PM machines~~ (India), ~~induction~~Denyo ~~machines do not use any permanent magnets~~ (Japan), and ~~therefore~~Sterling ~~the~~& ~~controller~~Wilson ~~can change the B fields since B is proportionate to the voltage divided by the frequency~~ (~~V/f~~India). ,

~~Although~~High Output Alternators. ~~our~~There ~~axial~~are ~~flux~~many ~~induction~~High ~~technology~~Output ~~provides~~Alternator ~~significant~~manufacturers. ~~advantages~~Some inof ~~both~~the ~~cost~~better-known ~~(significant~~ones ~~less~~are ~~copper~~Delco-Remy, ~~steel~~Bosh, ~~and~~Nippon ~~aluminum)~~Densu, ~~size/weight~~Hitachi, Mitsubishi and ~~performance,~~Prestolite. ~~most~~All ofalternators ~~our~~provide ~~competitors~~their ~~have~~rated ~~far~~power ~~greater~~at ~~financial,~~very ~~technical,~~high RPM and ~~marketing~~significantly ~~resources~~less ~~than~~power weat ~~have~~lower RPM. ~~They~~In ~~have~~addition, ~~larger~~alternators ~~budgets~~are ~~for~~generally ~~research,~~only ~~new~~30% ~~product~~efficient ~~development~~at ~~and~~the ~~marketing,~~low RPM range and ~~have~~increase ~~long-standing~~to ~~customer~~50% ~~relationships~~efficiency at the high RPM range.

~~Key~~Inverters. ~~players~~There inare ~~the~~many ~~market~~inverter ~~are~~manufacturers ~~(i)~~across ~~Nidec~~the ~~Motor~~globe; the ~~Corporation,~~best ~~(ii)~~known ~~ABB~~one ~~Ltd~~is Xentrex., ~~(iii)~~The ~~Siemens~~pricing ~~AG,~~of ~~(iv)~~industrial ~~WEG~~grade ~~Electric~~sine ~~Corp,~~wave ~~(v)~~inverters ~~Regal~~is ~~Beloit~~approximately ~~Corporation,~~$400 per kilowatt plus the cost of a high output alternator (~~vi)~~estimated ~~Wolong~~at $1,000) and a good throttle controller (~~vii)~~estimated ~~Teco~~in ~~Westinghouse~~the range of $250-500).

~~Generators~~Permanent-Magnet Alternators. A number of companies have introduced alternators using exotic rare earth Neodymium (NdFeB) magnets. These alternators tend to have higher power generation capabilities than regular alternators at lower RPM. Unfortunately, PM machines with NdFeB magnets are very sensitive to temperature and, unlike the AuraGen®, cannot survive the typical under-the-hood environment (200oF+). In order to apply such devices for automotive applications one must add an active cooling system to keep the magnets from demagnetizing at approximately 200oF. In addition, most of the rare earth magnets (NeFeB) are manufactured in China and are subject to potential political and economic pressure.

~~There are five basic approaches used in mobile generators.~~ 9

~~Gensets AKA~~In ~~APU.~~addition ~~Portable~~to ~~generators meet~~ the ~~large~~temperature challenges ~~market need for auxiliary power. Millions~~ of ~~units~~such ~~per year are sold in North America alone~~machines, ~~and~~there ~~millions more~~ are ~~sold~~other ~~across~~issues ~~the~~involving ~~world~~active tocontrol ~~meet market demands for 1 to 20 Kilowatts~~ of ~~portable~~the ~~power~~magnetic field. The ~~market for~~main ~~these~~disadvantage ~~power~~of ~~levels~~PM ~~addresses the commercial, leisure and residential markets, and~~ generators is ~~essentially divided into: (a) higher power, higher quality and higher price commercial level units; and (b) lower power, lower quality and lower price level units. Gensets provide~~ the ~~strongest~~difficulty ~~competition~~of ~~across~~output ~~the~~voltage ~~widest~~regulation ~~marketplace~~to compensate for ~~auxiliary~~speed ~~power. Onan, Honda, Generac~~ and ~~Kohler,~~load ~~among~~variation ~~others,~~due ~~are~~to ~~well established and respected brand names in~~ the ~~genset~~lack ~~market~~of ~~for~~a ~~higher~~simple ~~reliability~~means ~~auxiliary~~of ~~power generation. There are over 40 registered~~field ~~genset-manufacturing companies in the United States~~control.

~~Some~~Fuel Cells. ofFuel ~~the~~cells ~~key~~are ~~suppliers~~solid-state ~~are~~devices ~~Caterpillar~~that ~~(US),~~produce ~~Cummins~~electricity ~~(US),~~by ~~Rolls-Royce~~combining ~~Holdings~~a ~~(UK),~~fuel ~~Atlas~~containing ~~Copco~~hydrogen ~~(Sweden),~~with ~~Mitsubishi~~oxygen. ~~Heavy~~They ~~Industries,~~have a wide ~~Ltd.~~range ~~(Japan),~~of ~~Yanmar~~applications ~~(Japan),~~and ~~Generac~~can ~~(US),~~be ~~ABB~~used ~~(Switzerland),~~in ~~Siemens~~place ~~Energy~~of ~~(Germany),~~the ~~Weichai~~internal ~~Group~~combustion ~~(China),~~engine ~~Kohler~~and ~~Co.~~traditional ~~(US),~~lead-acid ~~Kirloskar~~and lithium-ion batteries. ~~Oil~~These ~~Engines~~systems ~~Ltd~~are generally more expensive. ~~(India),~~The ~~Denyo~~most ~~(Japan),~~widely ~~and~~deployed ~~Sterling~~fuel &cells ~~Wilson~~are ~~(India),~~estimated to cost significantly more per kilowatt than alternative solutions.

High Output Alternators. There are many High Output Alternator manufacturers. Some of the better-known ones are Delco-Remy, Bosh, Nippon Densu, Hitachi, Mitsubishi and Prestolite. All alternators provide their rated power at very high RPM and significantly less power at lower RPM. In addition, alternators are generally only 30% efficient at the low RPM range and increase to 50% efficiency at the high RPM range.Others

~~Inverters. There~~Evans ~~are~~Electric ~~many~~in ~~inverter~~Australia has ~~manufacturers~~introduced ~~across~~an ~~the~~axial ~~globe;~~flux ~~the~~machine ~~best~~with ~~known~~a ~~one~~complete isconductive ~~Xentrex~~rotor. ~~The~~Such ~~pricing~~a ofmachine ~~industrial~~was ~~grade~~first ~~sine~~introduced ~~wave inverters~~by isBrinner ~~approximately~~more ~~$400~~than ~~per~~20 ~~kilowatt~~years ago ~~plus~~and was abandoned because the ~~cost~~rotor oflacked athe ~~high~~required ~~output~~rigidity ~~alternator~~to ~~(estimated~~withstand atthe ~~$1,000)~~magnetic and acentrifugal ~~good~~forces. ~~throttle~~The ~~controller~~Brinner machine ~~(estimated~~is cited in ~~the~~Aura’s ~~range~~issued ~~of $250-500)~~patents.

~~Permanent-Magnet Alternators. A~~Numerous ~~number of~~ companies ~~have~~are ~~introduced alternators using exotic rare earth Neodymium (NdFeB) magnets. These~~introducing ~~alternators~~axial ~~tend~~flux ~~to have higher power generation capabilities than regular alternators at lower RPM. Unfortunately, PM~~ machines; ~~with NdFeB magnets are very sensitive to temperature and~~however, ~~unlike~~they ~~the~~generally ~~AuraGen®,~~use ~~cannot~~rare ~~survive~~earth ~~the~~NeFeB ~~typical~~magnets ~~under-the-hood environment~~ (~~200oF+).~~made Inin ~~order~~China) toand ~~apply~~are ~~such~~thus ~~devices~~not ~~for~~induction ~~automotive~~machines ~~applications~~but ~~one must add an active cooling system to keep the magnets~~rather ~~from~~permanent ~~demagnetizing~~magnet ~~at approximately 200oF~~machines. InSome ~~addition, most~~ of the ~~rare~~better-known ~~earth~~companies ~~magnets (NeFeB)~~ are ~~manufactured~~YASA, inEVO, ~~China~~Magnax and ~~are~~ ~~subject~~Phi ~~to potential political and economic pressure~~Power.

9Most of our competitors have far greater financial, technical, and marketing resources than we have. They have larger budgets for research, new product development and marketing, and have long-standing customer relationships. We also compete with many larger and more established companies in the hiring and retention of qualified personnel. Our financial condition has limited our ability to market the AuraGen®.

InThe ~~addition~~AuraGen® uses toa ~~the~~different ~~temperature~~technology ~~challenges~~and ofbecause ~~such machines,~~our ~~there~~product ~~are~~is ~~other~~radically ~~issues~~different ~~involving~~from ~~active~~traditionally ~~control~~available ofmobile ~~the~~power ~~magnetic~~solutions, ~~field.~~users may ~~The~~require ~~main~~lengthy ~~disadvantage~~evaluation ofperiods PMto ~~generators~~gain isconfidence in the ~~difficulty of~~product. ~~output~~OEMs ~~voltage~~and ~~regulation~~large tofleet ~~compensate~~users ~~for~~also ~~speed~~typically ~~and~~require ~~load~~considerable time ~~variation due~~ to ~~the~~make ~~lack~~changes ofto atheir ~~simple~~planning ~~means~~and ~~of field control~~production.

~~Fuel~~Competitive ~~Cells. Fuel~~Advantages ~~cells are solid-state devices that produce electricity by combining a fuel containing hydrogen with oxygen. They have a wide range~~ of ~~applications and can be used in place of~~ the ~~internal~~AuraGen® ~~combustion~~Axial ~~engine and traditional lead-acid and lithium-ion batteries. These~~Flux ~~systems~~Induction ~~are generally more expensive. The most widely deployed fuel cells are estimated to cost significantly more per kilowatt than alternative solutions.~~technology

~~Others~~As a motor-Aura’s Axial Flux (“AF”) induction motor/generator is increasingly attracting attention from high impact potential users seeking advantages over conventional motors, particularly for Electric Vehicle applications. These advantages include (i) compact construction, (ii) better power to weight ratio, (iii) shorter axial length, (iv) better efficiency, (v) better torque to volume and weight ratio, (vi) very high utilization of active materials (less than 60% of the copper) and (vii) excellent ventilation and cooling. Induction machines (i) do not use any rare earth elements and have no permanent magnets. Due to their flat shape, lower weight and compact construction, Aura’s axial flux motors are ideal for pumps, fans, food processors, HVHC, etc. An axial flux machine is also preferred in applications where the rotor can be integrated with the rotating part of mechanical loads.

~~Evans~~The ~~Electric in Australia~~AuraGen® ~~has~~motor’s ~~introduced~~operational anrange ~~axial~~is ~~flux~~between ~~machine~~-40 ~~with a complete conductive rotor. Such a machine was first introduced by Brinner more than 20 years ago~~ and ~~was~~340-degrees ~~abandoned~~F; ~~because~~therefore, ~~the~~it ~~rotor~~is ~~lacked~~suitable ~~the required rigidity~~ to ~~withstand~~operate ~~the magnetic and centrifugal forces. The Brinner machine is cited~~ in ~~Aura’s~~a ~~issued~~harsh ~~patents~~environment.

~~Numerous~~As ~~companies~~an ~~are~~alternator. Aura’s ~~introducing~~induction machine provides significant advantages in power generation, particularly in mobile applications. Its smaller ~~axial~~volume ~~flux~~and ~~machines;~~higher ~~however~~efficiency, ~~they~~when ~~generally~~combined ~~use~~with ~~rare~~the ~~earth~~geometric ~~NeFeB~~shape ~~magnets~~means ~~(made~~it incan ~~China)~~be integrated with existing vehicles and ~~are~~boats. ~~thus~~Such integrated ~~not~~solutions ~~induction~~do ~~machines~~not ~~but~~require ~~rather permanent~~set ~~magnet~~up ~~machines~~time. ~~Some~~There ofare ~~the~~no ~~better-known~~heavy ~~companies~~weights ~~are~~to ~~YASA,~~lift ~~EVO~~(gensets), ~~Magnax~~usable cargo space is optimized and ~~Phi~~there is ~~Power~~no need for separate fuel/containers. Remarkably, there is no scheduled maintenance required.

~~Most~~The ~~of our competitors have~~AuraGen® ~~far~~alternator’s ~~greater~~operational ~~financial,~~range ~~technical,~~is ~~and~~between ~~marketing~~-40- ~~resources than we have. They have larger budgets for research, new product development~~ and ~~marketing, and have long~~340-~~standing~~degrees ~~customer~~F; ~~relationships.~~therefore, Weit ~~also~~is ~~compete~~suitable ~~with~~for ~~many~~operating ~~larger~~under ~~and more established companies in~~ the ~~hiring and~~hood ~~retention~~ of ~~qualified~~a ~~personnel.~~vehicle where ~~Our~~the ~~financial~~ambient ~~condition~~temperature ~~has~~can ~~limited~~easily ~~our~~be ~~ability~~above to200 ~~market~~degrees ~~the AuraGen®~~F.

The AuraGen® uses a different technology and because our product is radically different from traditionally available mobile power solutions, users may require lengthy evaluation periods to gain confidence in the product. OEMs and large fleet users also typically require considerable time to make changes to their planning and production.10

~~Competitive~~Earth-Forward, ~~Advantages~~Green Technology. The AuraGen® system is significantly more environmentally friendly than traditional motors and generators. Because of its extreme efficiency and smaller size, the AuraGen® ~~Axial~~system ~~Flux~~utilizes fewer resources and materials ~~Induction~~to ~~technology~~manufacture (in particular less than 60% of the copper). When used in power generation, the AuraGen® uses a vehicle’s primary automotive engine, which is already highly regulated for environmental protection. Traditional mobile power solutions, in comparison, use small, less efficient, auxiliary engines that produce significantly higher levels of emissions per unit of power output than the automobile engine.

AsDurability; aNo ~~motor-Aura’s~~Scheduled ~~Axial~~Maintenance. ~~Flux~~The ~~(“AF”)~~AuraGen® ~~induction~~ motor/generator issolution ~~increasingly~~does ~~attracting~~not ~~attention~~require ~~from~~any ~~high~~scheduled ~~impact~~maintenance. ~~potential~~The ~~users seeking~~historical ~~advantages~~failure ~~over~~rate ~~conventional motors, particularly~~ for ~~Electric~~Aura’s ~~Vehicle~~machines ~~applications.~~over ~~These~~a ~~advantages~~20-year ~~include~~period ~~(i)~~is compact construction, (ii) better power to weight ratio, (iii) shorter axial length, (iv) better efficiency, (v) better torque to volume and weight ratio, (vi) very high utilization of active materials (less than 600.5% ~~of the copper) and (vii) excellent ventilation and cooling~~. ~~Induction~~The ~~machines (i)~~bearings ~~do not use any rare earth elements and have no permanent magnets. Due to their flat shape, lower weight and compact construction, Aura’s axial flux motors~~ are ~~ideal~~rated for ~~pumps~~28,000 ~~fans, food processors, HVHC, etc~~hours. ~~An axial flux machine is also preferred in applications where the rotor can be integrated with the rotating part of mechanical loads.~~

~~The AuraGen® motor~~Aura’s ~~operational~~axial ~~range~~flux isinduction (no ~~between~~PM) ~~-40~~can ~~and~~be ~~340-degrees~~summarized ~~F; therefore, it is suitable to operate in a harsh environment.~~as:

As● anDisruptive ~~alternator. Aura’s~~since ~~induction~~it ~~machine~~addresses ~~provides significant advantages in power generation, particularly in mobile applications. Its smaller volume and higher efficiency, when combined with~~ the ~~geometric~~entire ~~shape~~field ~~means~~of itelectrical ~~can~~motors ~~be integrated with existing vehicles~~ and ~~boats.~~generators ~~Such~~by ~~integrated solutions~~providing doa ~~not~~solution ~~require~~that ~~set~~is upsmaller, ~~time.~~lighter, ~~There~~more ~~are~~efficient, nocost ~~heavy~~less ~~weights~~ to ~~lift~~manufacture ~~(gensets), usable cargo space is optimized~~ and ~~there~~does isnot nouse ~~need for~~any ~~separate~~permanent ~~fuel/containers~~magnets. ~~Remarkably, there is no scheduled maintenance required.~~

~~The~~● ~~AuraGen® alternator’s~~Aura ~~operational~~has ~~range~~demonstrated ismass ~~between~~production ~~-40- and 340-degrees F; therefore, it is suitable for operating under the hood~~ of athis ~~vehicle where~~technology ~~the~~with ~~ambient~~more ~~temperature~~than ~~can~~11,000 ~~easily be above 200 degrees F~~machines.

10● The economic value proposition is well defined in terms of cost, performance and size.

~~Earth-Forward,~~● ~~Green Technology.~~ The ~~AuraGen®~~Aura ~~system~~solution isprovides ~~significantly~~significant ~~more~~global ~~environmentally~~reduction ~~friendly~~in ~~than~~the ~~traditional~~use ~~motors and generators. Because~~ of ~~its~~raw ~~extreme efficiency and smaller size, the AuraGen® system utilizes fewer resources and~~ materials to ~~manufacture~~such ~~(in~~as ~~particular less than 60% of the~~ copper~~). When used in power generation~~, ~~the AuraGen® uses a vehicle’s primary automotive engine~~steel, ~~which~~and ~~is already highly regulated for environmental protection~~aluminum. Traditional mobile power solutions, in comparison, use small, less efficient, auxiliary engines that produce significantly higher levels of emissions per unit of power output than the automobile engine.

~~Durability;~~● ~~No Scheduled Maintenance.~~ The ~~AuraGen®~~higher ~~motor/generator~~efficiency ~~solution~~of ~~does not require any scheduled maintenance. The historical failure rate for~~ Aura’s ~~machines~~motor, ~~over~~when used in a ~~20-year~~manufacturing ~~period~~environment, iscan ~~less~~lead ~~than~~to ~~0.5%.~~a ~~The~~noticeable ~~bearings~~reduction ~~are~~in ~~rated~~the ~~for~~global ~~28,000~~consumption ~~hours~~of energy.

● When used for mobile power generation, Aura’s ~~axial~~technology ~~flux~~leads ~~induction~~to ~~(no~~a ~~PM)~~significant ~~can be~~reduction ~~summarized~~in ~~as:~~global pollution by being able to reduce and, in many situations, eliminate completely small diesel and gasoline engines used in power generation.

● ~~Disruptive~~When ~~since~~used itfor ~~addresses~~electric vehicles, the ~~entire~~smaller ~~field~~size, ofweight, ~~electrical motors~~ and ~~generators~~increased byefficiency ~~providing~~could alead ~~solution~~to ~~that~~an isincrease ~~smaller,~~in ~~lighter,~~range ~~more efficient, cost less to manufacture~~ and/or ~~does~~reduced ~~not~~battery ~~use any permanent magnets~~weight.

● When used in remote stand-alone diesel power generation such as cell towers, Aura’s ~~has~~increased ~~demonstrated~~efficiency, ~~mass~~lower ~~production~~rotor ofinertia, ~~this~~voltages ~~technology~~flexibility ~~with~~and ~~more~~load-following ~~than~~architecture 11results in a significant reduction in fuel usage (and,~~000~~ ~~machines~~of course, reduced pollution).

● ~~The~~Aura’s ~~market~~significantly ~~opportunity~~(65% ~~for~~less) ~~industrial~~lower ~~applications~~rotor ofinertia and variable speed capabilities make Aura’s ~~motors/generators~~solution isideal ~~more~~for ~~than~~small ~~$100~~hydro ~~billion~~applications ~~per~~that ~~year~~are currently being ignored because of construction cost, low head, and slow flow situations.

●Targeted ~~The EV powertrain business opportunity for the Aura’s is a significant percentage of the $200+ billion per year projected business.~~Market

● The ~~economic~~Company ~~value~~is ~~proposition~~re-examining and isidentifying ~~well~~new ~~defined~~key inmarkets ~~terms~~to offocus ~~cost,~~on ~~performance~~as ~~and~~the ~~size~~Company expands operations.

~~● The Aura solution provides significant global reduction in the use of raw materials such as copper, steel, and aluminum.~~11

●The global drive for electrification is in search of better, more effective electric motors. The ~~higher~~recent ~~efficiency~~realization by many potential users of ~~Aura’s~~such ~~motor,~~motors ~~when~~that ~~used~~permanent inmagnet motors aare ~~manufacturing~~depending ~~environment,~~on ~~can~~NeFeB ~~lead~~rare earth magnets from China has created a need for alternative to the PM motors. Our axial flux induction machine is a ~~noticeable~~solution ~~reduction~~that indoes not use any magnets and has the ~~global~~required ~~consumption~~performance ofcharacteristic ~~energy~~as well as fit and form for numerous applications.

●Electric When used for mobile power generation, Aura’s technology leads to a significant reduction in global pollution by being able to reduce and, in many situations, eliminate completely small diesel and gasoline engines used in power generation.motors

●Electric ~~When~~motors for ~~used~~industrial ~~for~~applications. ~~electric~~We ~~vehicles,~~have completed the ~~smaller~~design ~~size,~~of ~~weight,~~4 kW and ~~increased~~10 kW machines. The designs show significantly increased efficiency ~~could~~as ~~lead~~compared to anequivalent ~~increase~~other designs, and in ~~range~~addition ~~and/or~~they ~~reduced~~are ~~battery~~a fraction of the size and weight, use approximately 50-60% less copper and cost less to manufacture.

●Electric ~~When~~motors ~~used~~for high inend ~~remote~~electric ~~stand-alone~~cars. ~~diesel~~We ~~power~~are ~~generation~~exploring ~~such~~the asuse ~~cell~~of ~~towers,~~our ~~Aura’s~~axial ~~increased~~flux ~~efficiency,~~induction ~~lower~~machine ~~rotor~~to ~~inertia,~~be ~~voltages~~integrated ~~flexibility~~into ~~and~~high ~~load~~end electric cars. This application would require approximately 250-~~following~~300-kW ~~architecture~~machine ~~results~~that inwill use 800VDC buss system and will operate at up to 20,000 RPM. We now have a ~~significant~~completed ~~reduction~~design infor ~~fuel~~an ~~usage~~axial flux induction (~~and,~~no PM) design with energy density of ~~course,~~more ~~reduced~~than ~~pollution~~50 kW per liter (the best other known design is approximately 40 kW/liter using rare earth permanent magnets) and efficiency of more than 95%. Our design has an active diameter of approximately 9.45 inches and active axial length of approximately 4.92 inches.

●Mobile ~~Aura’s~~power significantly (65% less) lower rotor inertia and variable speed capabilities make Aura’s solution ideal for small hydro applications that are currently being ignored because of construction cost, low head, and slow flow situations.generation

~~Targeted~~Military ~~Market~~market. One focused market for the Company’s VIPER solution is military applications. The global military land vehicles market is expected to grow by 29% through 2022, increasing to $30.33 billion by 2022.19 While traditional markets for military vehicles such as the U.S. are choosing to upgrade and maintain existing fleets rather than replace aging vehicles, other regions are looking to purchase new units, which also provides maintenance and upgrade opportunities. The active number of military vehicles was estimated at over 408,000 in 2012 and is expected to increase to slightly over 418,000 by 2021. New vehicle procurement is expected to decline in western defense and increase in emerging markets of APAC and the Middle East.

Automotive alternators. In 2019, 87.9 million units of passenger cars were sold globally,20 each one used an alternator. The ~~Company~~market isfor ~~re-examining~~automotive alternators is dominated mainly by four companies: Denso, Valeo, Mitsubishi Electric, and ~~identifying~~Hitachi ~~new~~Automotive. ~~key~~These ~~markets~~companies tojointly control ~~focus~~nearly on80% asof the ~~Company~~global ~~expands~~market. ~~operations~~The compact size and significant increase in efficiency of the AuraGen® provides an ideal replacement (fit and form) for high output automotive alternators.

11Diesel based cell towers. According to Statista (Technology and telecommunication Thomas Alsop sept 22, 2020), in 2019, there were 395,562 mobile wireless cell sites in the United States, with a large amount of investment going toward 5G-ready cell sites and antennas as per the source. Phil Marshall, chief research officer at Tolaga Research, estimates the global number of base stations at 6.5 million sites, while Chinese equipment vendor Huawei puts the number at 7 million. Many of the cell sites are powered by diesel generators. The AuraGen® solution increase in efficiency over traditional generators, when combined with our load following architecture and the ability to provide both AC and -48VDC simultaneously makes our solution very attractive to cell towers operators that depend on diesel power. Our solution has the potential for significant diesel fuel savings in such an application.

Transport Refrigeration (“TRU”). The ~~global~~main ~~drive~~competitors for ~~electrification is~~the inall-electric ~~search~~TRU ofare ~~better~~traditional ~~more~~diesel-based ~~effective~~solutions ~~electric~~provided ~~motors~~by Thermo-king and Carrier. The ~~recent~~diesel ~~realization~~based comparable systems provided by ~~many~~Thermo-king ~~potential~~and ~~users~~Carrier ofare ~~such~~somewhat ~~motors~~less ~~that~~expensive ~~permanent~~than ~~magnet~~our ~~motors~~AuraGen® ~~are~~all-electric ~~depending~~solution, onhowever ~~NeFeB~~the ~~rare~~diesel ~~earth~~solutions ~~magnets~~require ~~from~~frequent ~~China~~maintenance ~~has~~and ~~created~~the utilization of a ~~need~~separate diesel ~~for~~engine ~~alternative~~that toconsumes additional fuel every operating hour. In addition, the PMdiesel ~~motors~~solution emits harmful emissions that have been recognized by the U.S. ~~Our~~Environmental ~~axial~~Protection ~~flux~~Agency, ~~induction~~California’s Air Resource Board and others as dangerous pollutants ~~machine~~and isare aincreasingly ~~solution~~subject ~~that~~to ~~does~~federal ~~not~~and ~~use~~state ~~any~~regulations. ~~magnets~~A CARB 2015 report “Technology Assessment Transport refrigeration” cites and ~~has~~provides ~~the~~an ~~required~~analysis ~~performance~~of ~~characteristic~~our assolution ~~well~~that ascan ~~fit~~be applied for significant pollution reduction and ~~form~~fuel savings for ~~numerous~~truck-based ~~applications~~transport refrigeration.

Electric motors

¹⁹	John Keller July 10, 2014, Military and Aerospace Electronics
²⁰	Motor Intelligence. Automotive alternator market growth trends forecast 2021-2026

Electric motors for industrial applications. We have completed the design of 4 kW and 10 kW machines. The designs show significantly increased efficiency as compared to equivalent other designs, and in addition they are a fraction of the size and weight, use approximately 50-60% less copper and cost less to manufacture.12

~~Electric~~Facilities, ~~motors~~Manufacturing ~~for electric~~Process ~~delivery~~and trucks. We are exploring the use of our axial flux induction machine to be integrated into electric delivery trucks. This application would require 150 to 350 kW machines that will use 800VDC buss system. We now have an initial electromagnetic design for a 150-kW with over 96% efficiency. We expect to have an optimized design by the fourth quarter of 2023.Suppliers

~~Electric~~During ~~motors~~Fiscal ~~for~~2024 ~~high~~and ~~end electric cars.~~Fiscal We2023, ~~are exploring~~ the ~~use~~Company ofoccupied ~~our~~approximately ~~axial~~18,000 ~~flux~~square ~~induction~~feet ~~machine~~of tospace bein ~~integrated~~Lake ~~into~~Forest, ~~high~~California. ~~end~~In ~~electric~~early ~~cars.~~Fiscal ~~This~~2022 ~~application~~the ~~would~~Company ~~require~~consolidated ~~approximately~~all ~~250-300-kW~~its ~~machine~~administrative ~~that~~offices ~~will~~and ~~use~~operations ~~800VDC~~into ~~buss~~this ~~system~~new ~~and~~modern ~~will~~stand-alone ~~operate at 20,000 RPM~~facility. WeThe ~~now~~Lake ~~have~~Forest afacility ~~completed~~is ~~axial~~subject ~~flux~~to ~~induction~~a lease ~~(no~~agreement ~~PM) design~~ with ~~energy~~a ~~density~~66-month oflease 77period kWeffective ~~per~~from ~~liter~~February ~~(the~~2021, ~~best~~through ~~other~~August ~~known~~31, ~~design~~2026. isThe ~~approximately~~monthly 40base ~~kW/liter~~lease ~~using~~rate ~~rare~~for ~~earth~~the ~~permanent~~Lake ~~magnets)~~Forest ~~and~~Facility ~~efficiency~~is ofcurrently ~~97.5%.~~$24,239 ~~Our~~per ~~optimized~~month ~~design~~with ~~has~~a an3% ~~active~~annual ~~diameter~~escalation. ofWe ~~220~~expect mmto ~~(8.66~~expand ~~inches)~~operations ~~and~~next ~~active~~year ~~axial~~that ~~length~~will ~~of 86 mm~~require ~~(3.4~~additional ~~inches)~~space.

~~Drive~~As ~~motors~~the ~~for~~Company ~~electric~~continues ~~boats-~~to Weexpand ~~started~~operations, towe ~~explore~~will ~~the~~need ~~possibility~~to ofrenew ~~using~~relationships ~~our~~and ~~axial~~contracts ~~flux~~with ~~induction~~our ~~machine~~suppliers asor alocate ~~drive~~suitable ~~motor~~new suppliers for ~~small to medium~~subassemblies ~~electric~~and ~~boats~~other components.

~~Mobile~~Research ~~power~~and ~~generation~~Development

~~Military~~We ~~market. One~~believe ~~focused~~that ~~market~~ongoing ~~for~~research and development is important to the success ~~Company’s~~of ~~VIPER~~our ~~solution~~product isin ~~military~~order ~~applications.~~to ~~The~~utilize ~~global~~the ~~military~~most ~~land~~recent ~~vehicles~~technology, ~~market~~develop isadditional ~~expected to~~products ~~grow~~and byadditional ~~29%~~uses ~~through~~for ~~2022~~existing products, stay ~~increasing~~current with changes in vehicle manufacture and design and to ~~$30.33~~maintain ~~billion~~an byadvantage ~~2022~~over potential competition.19 Our engineering, ~~While~~research ~~traditional~~and ~~markets~~development costs for ~~military~~Fiscal ~~vehicles~~2024 ~~such~~was asapproximately ~~the U~~$0.S.8 ~~are~~million ~~choosing~~compared to ~~upgrade~~approximately ~~and~~$0.9 ~~maintain~~million ~~existing~~in ~~fleets~~Fiscal ~~rather~~2023. ~~than replace~~In ~~aging~~Fiscal ~~vehicles,~~2024 ~~other~~we ~~regions~~have ~~are~~completed ~~looking~~the todesign ~~purchase~~for ~~new~~(i) ~~units~~4 kW motor for water pump applications, ~~which~~(ii) ~~also~~a ~~provides~~new ~~maintenance~~optimized ~~and~~10 ~~upgrade~~kW ~~opportunities.~~mobile ~~The~~power ~~active~~solution ~~number~~smaller ofand ~~military~~higher ~~vehicles~~efficiency ~~was~~of ~~estimated~~the atolder ~~over 408~~design,~~000~~ inand ~~2012~~(iii) ~~and~~a is250-kW ~~expected~~motor tosolution ~~increase~~for toEV ~~slightly~~applications. ~~over~~In ~~418~~addition,~~000~~ byduring ~~2021.~~fiscal ~~New vehicle~~2024 ~~procurement~~we ismade ~~expected~~significant toengineering ~~decline~~progress in ~~western~~the ~~defense~~design ~~and~~of ~~increase~~novel ininnovative ~~emerging~~active ~~markets~~cooling ofsolutions ~~APAC~~for very high energy density motors and generators. We expect to finalize this innovation during the ~~Middle~~second ~~East~~quarter of 2024.

~~Automotive~~Patents alternators. In 2019, 87.9 million units of passenger cars were sold globally,20 each one used an alternator. The market for automotive alternators is dominated mainly by four companies: Denso, Valeo, Mitsubishi Electric, and ~~Hitachi~~Intellectual Automotive. These companies jointly control nearly 80% of the global market. The compact size and significant increase in efficiency of the AuraGen® provides an ideal replacement (fit and form) for high output automotive alternators.Property

~~Diesel~~Our ~~based~~intellectual ~~cell towers.~~property ~~According~~portfolio toconsists ~~Statista~~of ~~(Technology and telecommunication Thomas Alsop sept 22~~trademarks, ~~2020),~~proprietary ~~in 2019~~know-how, ~~there~~trade ~~were 395~~secrets,~~562~~ ~~mobile wireless cell sites in the United States, with a large amount of investment going toward 5G-ready cell sites~~ and ~~antennas as per the source~~patents. ~~Phil~~Historically ~~Marshall, chief research officer at Tolaga Research, estimates~~ the ~~global~~Company ~~number~~obtained ofover ~~base~~70 ~~stations at 6.5 million sites, while Chinese equipment~~patents ~~vendor Huawei puts the number at 7 million. Many of the cell sites are powered by diesel generators. The AuraGen® solution increase~~ in ~~efficiency~~electromagnetic ~~over traditional generators, when combined with our load following architecture~~ and ~~the~~electrooptical ~~ability to provide both AC and -48VDC simultaneously makes our solution very attractive to cell towers operators that depend on diesel power~~technologies. ~~Our solution has the potential for significant diesel fuel savings in such an application.~~

~~Transport Refrigeration (“TRU”).~~ The ~~main~~basic ~~competitors~~philosophy ~~for the all-electric TRU are traditional diesel-based solutions provided by Thermo-king and Carrier. The diesel based~~followed ~~comparable systems provided~~ by ~~Thermo-king~~Aura ~~and~~is ~~Carrier~~to ~~are~~build ~~somewhat~~layers ~~less~~of ~~expensive~~defense ~~than~~to ~~our~~protect ~~AuraGen® all-electric solution, however~~ the ~~diesel~~Company’s ~~solutions~~IP. ~~require~~This ~~frequent~~is ~~maintenance~~achieved ~~and~~through the ~~utilization~~development of afundamental ~~separate~~patents and ~~diesel~~surrounds ~~engine~~them ~~that~~with ~~consumes~~application ~~additional fuel every operating hour~~patents. InThe ~~addition,~~detailed ~~the~~fabrication ~~diesel~~of ~~solution emits harmful emissions that have been recognized by~~ the ~~U.S.~~rotor ~~Environmental~~is ~~Protection Agency,~~kept ~~California’s Air Resource Board and others~~ as ~~dangerous~~a ~~pollutants~~trade ~~and~~secret ~~are~~since ~~increasingly~~this ~~subject~~is toa ~~federal and state regulations.~~critical Acomponent ~~CARB~~in ~~2015~~Aura’s ~~report~~proprietary ~~“Technology~~intellectual ~~Assessment Transport refrigeration” cites and provides an analysis of our solution that can be applied for significant pollution reduction and fuel savings for truck-based transport refrigeration~~assets.

19	John Keller July 10, 2014 Military and Aerospace Electronics
20	Motor Intelligence. Automotive alternator market growth trends forecast 2021-2026

The challenges of implementing a patent philosophy are based on cost. Patent maintenance costs are expensive, particularly international patents. In order to maximize a limited budget, our approach is to first file a number of new US patents. This will provide a year before international patents need to be filed.

12Current active patents are (i) Patent 8720618 Issued date 5/3/2014, (ii) Patent 6700214 Issued date 3/2/2004, and (iii) Patent 6700802 Issued date 3/2/2004.

~~Facilities,~~We ~~Manufacturing~~expect ~~Process~~over ~~and~~the ~~Suppliers~~next 12 months to file new technology patent applications covering:

~~During Fiscal 2023 and Fiscal 2022, the Company occupied approximately 18,000 square feet of space in Lake Forest, California~~1. InTopology ~~early~~(several Fiscal 2022 the Company consolidated all its administrative offices and operations into this new modern stand-alone facility. The Lake Forest facility is subject to a lease agreement with a 66-month lease period effective from February 2021, through August 31, 2026. The monthly base lease rate for the Lake Forest Facility is currently $23,533 per month with a 3% annual escalation. We expect to expand operations next year that will require additional space.patents)

AsUsing ~~the~~different ~~Company~~number ~~continues~~of tostators (one ~~expand~~or ~~operations,~~more) weand ~~will~~rotors ~~need~~(one or more) to ~~renew~~reach ~~relationships~~wide range of speed and ~~contracts~~torque. ~~with~~Also, ~~our~~utilization ~~suppliers~~of oroptimal ~~locate~~topology ~~suitable~~makes ~~new~~capability ~~suppliers~~to achieve high power/torque density which is a key component for ~~subassemblies~~ the electric vehicle (EV) and ~~other~~electric ~~components~~airplane (EA) industries.

~~Research and Development~~13

We believe that ongoing research and development is important to the success of our product in order to utilize the most recent technology, develop additional products and additional uses for existing products, stay current with changes in vehicle manufacture and design and to maintain an advantage over potential competition2. Our engineering, research and development costs for Fiscal 2023 was approximately $0.9 million compared to approximately $0.6 million in Fiscal 2022. In Fiscal 2023 we have completed the design for (i) 4 kW motor for water pump applications, (ii) a new optimized 10 kW mobile power solution smaller and higher efficiency of the older design, (iii) a new 30 kW optimized mobile power solution and (iv) a 250-kW motor solution for EV applications. In addition, during fiscal 2023 we made significant engineering progress in the design of novel innovative active cooling solutions for very high energy density motors and generators. We expect to finalize this innovation during the second quarter of 2023.Stacking

~~Patents~~Using new laminations, the hysteresis and ~~Intellectual~~eddy ~~Property~~current losses decrease. So, a capability is made to increase the efficiency of these machines as the most important parameter for electric machines evaluation. Moreover, these laminations deliver higher saturation profile to reach high torque density which is very important for the EV and EA industries.

~~Our intellectual property portfolio consists of trademarks, proprietary know-how, trade secrets, and patents~~3. ~~Historically~~Winding ~~the~~(several ~~Company obtained over 70~~ patents ~~in electromagnetic and electrooptical technologies.~~)

~~The~~New ~~basic~~winding ~~philosophy~~patterns ~~followed by~~can ~~Aura~~be ismade to increase ~~build~~current ~~layers~~density offor ~~defense~~increasing ~~to protect~~ the ~~Company’s~~torque ~~IP.~~density ~~This is achieved through the development of fundamental patents~~ and ~~surrounds them with application patents. The detailed fabrication of~~ the ~~rotor~~power ~~is kept as a trade secret since this is a critical component in Aura’s proprietary intellectual assets~~density.

~~The challenges of implementing a patent philosophy are based on cost~~4. ~~Patent~~Cooling ~~maintenance~~system ~~costs~~(several ~~are expensive, particularly international~~ patents~~. In order to maximize a limited budget, our approach is to first file a number of new US patents. This will provide a year before international patents need to be filed.~~)

~~Current~~Development ~~active~~of ~~patents~~novel ~~are~~cooling systems ~~(i)~~which ~~Patent~~make ~~8720618~~better ~~Issued~~heat ~~date~~dissipation ~~5/3/2014,~~is ~~(ii)~~used ~~Patent~~to ~~6700214~~reach ~~Issued~~highest ~~date~~torque ~~3/2/2004,~~ and ~~(iii) Patent~~power ~~6700802 Issued date 3/2/2004~~density.

We5. ~~expect~~Vibration ~~over~~and ~~the~~noise ~~next~~(several ~~12 months to file new technology patent applications covering:~~patents)

1.Implementation ~~Topology~~of ~~(several~~new ~~patents)~~methods for vibration and noise reduction is the key component for electric machines which are used in home appliances, EV and EA.

~~Using different number of stators (one or more) and rotors (one or more) to reach wide range of speed and torque~~6. ~~Also, utilization of optimal topology makes capability to achieve high power/torque density which is a key component for the electric vehicle (EV) and electric airplane (EA) industries.~~Materials

13Using newly developed alloys help to decrease losses, increase efficiency, magnify torque, and power density. The alloy steel used in the stator cores, alloy casting used for rotor and alloy aluminum used for enclosure have essential influences on the machine performance.

27. ~~Stacking~~Advanced Automotive alternator

~~Using~~Current ~~new~~air-cooled ~~laminations,~~automotive ~~the~~alternators are ~~hysteresis~~power ~~and~~limited ~~eddy~~to ~~current~~around ~~losses decrease~~1.5 ~~So,~~kW. aA ~~capability~~new isdesign ~~made~~using toAura’s ~~increase~~axial ~~the~~flux ~~efficiency~~induction ofwill ~~these~~increase ~~machines as~~ the ~~most~~power ~~important~~to ~~parameter for electric machines evaluation~~3. ~~Moreover,~~5-5 ~~these~~kW ~~laminations~~at ~~deliver~~the ~~higher~~same size ~~saturation~~as ~~profile~~current toautomotive ~~reach~~alternators ~~high~~at ~~torque~~a ~~density~~lower ~~which~~reduced ~~is very important for the EV and EA industries~~cost.

38. ~~Winding~~Integration of inverter components with motor (~~several~~2 ~~patents~~in 1 integration)

~~New~~Higher ~~winding~~integration ~~patterns~~will ~~can~~lead ~~be made~~ to ~~increase current density~~better ~~for~~overall ~~increasing~~efficiency ~~the torque density~~ and ~~the~~smaller ~~power density~~packaging.

4.In ~~Cooling~~addition, ~~system~~we ~~(several~~also plan to file specific motor application patents for (i) Drone usage, (ii) Pump usage, (iii) Compressors, (iv) Fans and Blower usage, (v) Machine tools usage, (vi) Specific 2-and 4-wheel EV usage and (vii) Airplane/air taxi applications.

~~Development~~For mobile power applications we plan to file a number of ~~novel~~patent ~~cooling~~applications ~~systems~~for ~~which~~(i) ~~make~~military ~~better~~usage, ~~heat dissipation~~(ii) isHybrid ~~used~~APU, to(iii) ~~reach~~diesel ~~highest~~power ~~torque~~Cell tower usage, (iv)water treatment plants and ~~power~~(v) ~~density~~marine usage.

5.Government ~~Vibration and noise (several patents)~~Regulation

~~Implementation~~We are subject to laws and regulations that affect the Company’s activities, which include, but are not limited to, the areas of ~~new~~labor, ~~methods~~intellectual ~~for~~property and ~~vibration~~ownership and ~~noise~~infringement, ~~reduction~~tax, import and export requirements, environmental, and health and safety. As we recommence operations, isour operations will again be subject to federal, state and local laws and regulations governing the ~~key~~occupational ~~component~~health ~~for~~and ~~electric~~safety ~~machines~~of our ~~which~~employees and wage regulations. For example, we are ~~used~~subject into ~~home~~the ~~appliances~~requirements of the federal Occupational Safety and Health Act, as EVamended, or OSHA, and EAcomparable state laws that protect and regulate employee health and safety. We expect to expend resources to maintain compliance with OSHA requirements and industry best practices.

~~6. Materials~~Employees

~~Using~~As ~~new~~of ~~developed~~the ~~alloys~~date ~~help~~of tothis ~~decrease losses~~filing, ~~increase~~ ~~efficiency,~~the ~~magnify~~Company ~~torque,~~has ~~and~~a ~~power~~total ~~density.~~of ~~The~~eleven ~~alloy~~(11) ~~steel~~full-time ~~used~~employees in research and development, sales, operations and administration. Additionally, the ~~stator~~Company ~~cores~~engages independent contractors, ~~alloy~~on ~~casting~~an ~~used~~as-needed ~~for~~basis, ~~rotor~~to ~~and~~support ~~alloy~~various ~~aluminum~~areas of the business. During Fiscal 2024 and ~~used~~Fiscal ~~for~~2023 ~~enclosure~~we ~~have~~engaged ~~essential~~two ~~influences~~independent oncontractors ~~the~~to ~~machine~~support ~~performance~~engineering developments.

~~7. Advanced Automotive alternator~~14

~~Current~~Significant air-cooled automotive alternators are power limited to around 1.5 kW. A new design using Aura’s axial flux induction will increase the power to 3.5-5 kW at the same size as current automotive alternators at a lower reduced cost.Customers

8.In ~~Integration~~Fiscal 2024, one significant customer, CBOL, accounted for 55% of ~~inverter~~revenues. ~~components~~In ~~with~~Fiscal ~~motor~~2023, (2one insignificant 1customer, ~~integration)~~CBOL, accounted for 55% of revenues, however no customer is considered significant.

~~Higher integration~~Raw ~~will lead to better overall efficiency and smaller packaging.~~Materials

InThe ~~addition,~~most important raw materials we ~~also~~use ~~plan~~in tomanufacturing ~~file~~our ~~specific~~products ~~motor~~are steel, copper, and aluminum. Raw materials are purchased both domestically and outside the United ~~application~~States. ~~patents~~We ~~for~~have ~~(i)~~no ~~Drone~~significant ~~usage,~~long-term ~~(ii)~~supply ~~Pump~~contracts. ~~usage~~When possible, ~~(iii)~~we ~~Compressors~~maintain a number of sources for our raw materials, ~~(iv)~~which we ~~Fans~~believe contribute to our ability to obtain competitive pricing. The cost of some of our raw materials and ~~Blower~~shipping ~~usage,~~costs ~~(v)~~are ~~Machine~~dependent on ~~tools~~petroleum ~~usage~~cost. Higher material prices, ~~(vi) Specific~~cost 2-of petroleum, and ~~4-wheel~~costs EVof ~~usage~~sourced ~~and~~products ~~(vii)~~could ~~Airplane/air~~have ~~taxi~~an ~~applications~~adverse effect on margins.

~~For~~We ~~mobile~~enter ~~power~~into ~~applications~~standard wepurchase agreements ~~plan~~with tocertain ~~file~~foreign ~~a number~~and ofdomestic ~~patent~~suppliers ~~applications~~to ~~for~~source ~~(i)~~selected ~~military~~products. ~~usage,~~The ~~(ii)~~terms ~~Hybrid~~of ~~APU,~~these ~~(iii)~~arrangements ~~diesel~~are ~~power~~customary ~~Cell~~for the ~~tower~~industry ~~usage,~~and ~~(iv)water~~do ~~treatment~~not ~~plants and~~contain ~~(v)~~any ~~marine~~long-term ~~usage~~contractual obligations on our behalf.

~~Government~~Available ~~Regulation~~Information

We ~~are~~file ~~subject~~annual, toquarterly and ~~laws~~current reports and ~~regulations~~ ~~that~~other ~~affect~~information with the ~~Company’s~~Securities ~~activities,~~and ~~which~~Exchange ~~include,~~Commission ~~but~~(the ~~are~~“SEC” ~~not~~or ~~limited to,~~ the ~~areas~~“Commission”). These ofmaterials ~~labor,~~can ~~intellectual~~be ~~property and~~inspected ~~ownership~~ and ~~infringement,~~copied ~~tax,~~at ~~import~~the ~~and~~SEC’s ~~export~~Public ~~requirements,~~Reference ~~environmental,~~Room ~~and~~at ~~health~~100 ~~and~~F ~~safety~~Street, N.E., AsWashington, weD.C. ~~recommence~~20549. ~~operations,~~Copies ~~our~~of ~~operations~~these ~~will~~materials ~~again~~may also be ~~subject~~obtained toby ~~federal,~~mail ~~state~~at ~~and~~prescribed ~~local~~rates ~~laws~~from ~~and~~the ~~regulations~~SEC’s ~~governing~~Public ~~the~~Reference ~~occupational~~Room ~~health~~at ~~and~~the ~~safety~~above ofaddress. ~~our~~Information ~~employees~~about ~~and~~the ~~wage~~Public ~~regulations.~~Reference ~~For~~Room ~~example,~~can webe ~~are~~obtained ~~subject~~by tocalling the ~~requirements~~SEC ofat ~~the~~1-800-SEC-0330. ~~federal~~The ~~Occupational~~SEC ~~Safety~~also ~~and~~maintains ~~Health~~a ~~Act,~~website at aswww.sec.gov ~~amended,~~that orcontains ~~OSHA~~reports, ~~and~~proxy ~~comparable state laws that protect~~ and ~~regulate~~information ~~employee~~statements, ~~health~~ and ~~safety.~~other Weinformation ~~expect~~regarding toissuers ~~expend~~that ~~resources~~file toelectronically ~~maintain compliance~~ with ~~OSHA~~the ~~requirements and industry best practices~~SEC.

~~Employees~~On our website, www.aurasystems.com, we provide free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after they have been electronically filed or furnished to the SEC. Information contained on our website is not part of this Annual Report on Form 10-K or our other filings with the SEC.

As of the date of this filing, the Company has a total of eight (8) full-time employees in research and development, sales, operations and administration. Additionally, the Company engages independent contractors, on an as-needed basis, to support various areas of the business. During Fiscal 2023 we engaged two independent contractors to support engineering developments, and during Fiscal 2022 we engaged three independent contractors, two to support engineering developments, and one for accounting support.

Significant Customers

In Fiscal 2023, one significant customer, CBOL, accounted for 55% of revenues. In Fiscal 2022, there were four customers that accounted for over 10% individually of the Company’s revenues, however no customer is considered significant.

Backlog

As of the date of the filing of this Annual Report on Form 10-K, the Company has approximately $15K in backlog of orders. In addition, during March 2023, the Company entered into an agreement with Hippo Multipower(“Hippo”) to provide a minimum of 525 units over the next three (3) years of the Company’s proprietary Axial Flux Induction Motors to Hippo in support of their contract with the US government. The value of this minimum quantity of units is approximately $8.5 million. Deliveries under this contract are expected to begin during the second quarter of the Company’s Fiscal 2024.

Raw Materials

The most important raw materials we use in manufacturing our products are steel, copper, and aluminum. Raw materials are purchased both domestically and outside the United States. We have no significant long-term supply contracts. When possible, we maintain a number of sources for our raw materials, which we believe contribute to our ability to obtain competitive pricing. The cost of some of our raw materials and shipping costs are dependent on petroleum cost. Higher material prices, cost of petroleum, and costs of sourced products could have an adverse effect on margins.

We enter into standard purchase agreements with certain foreign and domestic suppliers to source selected products. The terms of these arrangements are customary for the industry and do not contain any long-term contractual obligations on our behalf.

Available Information

We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the “SEC” or the “Commission”). These materials can be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of these materials may also be obtained by mail at prescribed rates from the SEC’s Public Reference Room at the above address. Information about the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

On our website, www.aurasystems.com, we provide free of charge our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after they have been electronically filed or furnished to the SEC. Information contained on our website is not part of this Annual Report on Form 10-K or our other filings with the SEC.

ITEM 1A. Risk Factors

We have been a party to litigation, a consent solicitation and a proxy contest with shareholders controlling a majority of the Company’s stock, which is costly and time-consuming and has had a material adverse effect on our business, results of operations and financial condition and could adversely affect our stock price.

In March 2019, stockholders of the Company representing a majority of the outstanding shares of the Company’s common stock delivered signed written consents to the Company removing Ronald Buschur, William Anderson and Si Ryong Yu as members of the Company’s Board and electing Ms. Cipora Lavut, Mr. David Mann and Dr. Robert Lempert as directors of the Company. Because of Aura’s refusal to recognize the legal effectiveness of the consents, on April 8, 2019, the stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the consents. On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr. Aura’s refusal to recognize the legal effectiveness of the consents and the decision by the Company’s former leadership team to utilize corporate resources to vigorously contest the shareholder action has consumed significant financial resources, temporarily stagnated operations, and resulted in substantial costs, all of which had a material adverse effect on our business, operating results and financial condition.

WeGoing ~~have a history of losses, and we may not be profitable in any future period.~~Concern

~~Except~~The ~~for~~Company’s ~~Fiscal~~financial statements ~~2018~~have ~~and Fiscal~~been ~~2021,~~prepared inunder ~~each~~the ~~fiscal~~assumption ~~year~~that ~~since~~the ~~our~~Company ~~reorganization~~will continue as a going concern. As discussed in ~~2006,~~Note we1 ~~have~~to ~~reported~~the ~~losses. For~~financial statements, ~~Fiscal~~during the year ~~2023~~ended February 29, we2024, ~~recorded~~the Company incurred a net loss of $3.4.2 million~~. We~~, ~~continue~~used tocash ~~need~~in ~~substantial~~operations ~~funds~~of ~~for~~$3 ~~the~~million, and ~~development~~at ofFebruary ~~new~~29, ~~products~~2024, ~~enhancement~~had a stockholders’ deficit of ~~existing~~$21.5 ~~products and~~million. inIn ~~order~~addition, toat ~~expand~~February ~~sales.~~29, ~~However~~2024, ~~sales~~notes ofpayable ~~our~~and ~~products~~related accrued ~~have~~interest ~~not~~with ~~increased~~an asaggregate webalance ~~expected~~of ~~them~~$6.7 tomillion have reached maturity and ~~may~~are ~~never~~past ~~increase~~due. toThese ~~the~~factors ~~level~~raise substantial doubt ~~that~~about wethe ~~need~~Company’s ability to ~~expand~~continue ~~our~~as ~~operations,~~a orgoing ~~even~~concern towithin ~~sustain~~one ~~them.~~year Weof ~~can~~the ~~provide~~date nothat ~~assurance~~the asfinancial tostatements ~~when,~~are orissued. In ifaddition, wethe ~~will~~Company’s beindependent ~~profitable~~registered public accounting firm, in their report on the ~~future.~~Company’s ~~Even~~February if29, we2024, audited ~~achieve~~financial ~~profitability~~statements, weraised ~~may~~substantial ~~not~~doubt beabout ~~able~~the Company’s ability to ~~sustain~~continue itas a going concern.

Our ability to continue as a going concern is dependent upon our ability to increase revenues, obtain additional financing, drive further operating efficiencies, reduce expenditures, and ultimately, create profitable operations. In the event that the Company does not generate sufficient cash flows from operations and is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. The Company does not have any sufficient committed sources of capital and does not know whether additional financing will be available when needed on terms that are acceptable, if at all. This going concern statement from our independent public accounting firm may discourage some investors from purchasing our stock or providing alternative capital financing. The failure to satisfy our capital requirements will adversely affect our business, financial condition, results of operations and prospects.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

During the fiscal year ended February 28, 2023, the Company incurred a net loss of approximately $3.4 million and had negative cash flows from operating activities of approximately $3.1 million and at February 28, 2023, had a stockholders deficit of approximately $20.3 million and a working capital deficit of approximately $13.7 million. In addition, as of February 28, 2023, notes payable with an aggregate balance of $5.1 million and accrued interest of $1.1 million are past due. These factors raise substantial doubts about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the year ended February 28, 2023, with respect to this uncertainty. We do not have any sufficient committed sources of capital and do not know whether additional financing will be available when needed on terms that are acceptable, if at all. This going concern statement from our independent public accounting firm may discourage some investors from purchasing our stock or providing alternative capital financing. The failure to satisfy our capital requirements will adversely affect our business, financial condition, results of operations and prospects.

The effects of a pandemic or widespread outbreak of an illness, such as the COVID-19 pandemic, has had and could continue to have a material adverse impact on our business, results of operations and financial condition.

~~The~~While ~~outbreak~~the impact of the COVID-19 ~~was~~pandemic ~~declared~~on aour ~~pandemic~~business byhas largely abated, uncertainties continue from the ~~World~~ongoing ~~Health~~effects ~~Organization~~of ~~(“WHO”)~~the ~~during~~pandemic ~~our~~and ~~fourth~~an ~~quarter~~economic slowdown. The effects of ~~Fiscal~~government ~~2020~~agency actions and ~~continues~~the Company’s policies and those of third parties to combat future pandemics may negatively impact ~~our~~productivity ~~operations~~ and ~~cash~~the ~~flows~~Company’s upability to ~~the~~market ~~filing~~and ~~date~~sell ofits ~~this~~products, ~~Annual~~cause ~~Report~~disruptions ~~for~~to ~~Fiscal~~its ~~2023.~~supply Wechain ~~have~~anon ~~implemented~~d ~~measures~~impair its ability to ~~mitigate the~~execute ~~impact~~its ofbusiness ~~the~~development ~~COVID-19 pandemic~~strategy. WeThese ~~expect~~and ~~our~~other ~~Fiscal~~disruptions ~~2024~~in ~~results~~the ofCompany’s operations toand bethe ~~less~~global economy ~~impacted,~~could ~~however~~negatively ~~still~~impact ~~adversely~~the ~~affected by~~Company’s ~~the~~business, ~~COVID-19~~operating ~~pandemic~~results and financial condition.

As a result of the COVID-19 pandemic, we have experienced varying degrees of business disruptions and periods of closure of our corporate facilities, as have our customers, partners, suppliers, and vendors, as described in Item 1 — “Business — Recent Developments.” Collectively, these disruptions have had a material adverse impact on our business throughout Fiscal 2023 and Fiscal 2022. Despite the introduction of COVID-19 vaccines, the pandemic remains highly volatile and continues to evolve. Accordingly, we cannot predict for how long and to what extent this crisis will continue to impact our business operations or the global economy as a whole. Potential impacts to our business include, but are not limited to:

● our ability to successfully execute our long-term growth strategy;

● potential declines in the level of purchases of products, including our products, caused by higher unemployment and lower disposal income levels, travel and social gathering restrictions, work-from-home arrangements, or other factors beyond our control;

● our ability to generate sufficient cash flows to support our operations, including repayment of our debt obligations as they become due;

● the potential loss of one or more of our significant customers or partners, or the loss of a large number of smaller customers or partners, if they are not able to withstand prolonged periods of adverse economic conditions, and our ability to collect outstanding receivables;

● temporary closures or other operational restrictions of our facilities;

● supply chain disruptions resulting from closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargoing of goods produced in infected areas, including any related cost increases;

● our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments, as well as the ability of our key customers, suppliers, and vendors to do the same with regard to their own obligations;

● additional costs to protect the health and safety of our employees, customers, and communities, such as more frequent and thorough cleanings of our facilities and supplying personal protection equipment;

● diversion of management attention and resources from ongoing business activities and/or a decrease in employee morale; and

● our ability to maintain an effective system of internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002.

Additional discussion related to the various risks and uncertainties described above is included elsewhere within this “Risk Factors” section of our Form 10-K.

We derive a substantial portion of our revenues from customers in industries susceptible to trends and factors affecting those industries, including the COVID-19 pandemic.

Our axial flux induction technology is geared toward industrial, commercial and EV motor users, and in addition, our mobile power solution is geared to end-markets such as commercial vehicles, communications, transportation industries, and consumer and industrial equipment markets. Factors negatively affecting these industries also negatively affect our business, financial condition and results of operations. Any adverse occurrence, including industry slowdown, recession, costly or constraining regulations, excessive inflation, prolonged disruptions in one or more of our customers’ production schedules or labor disturbances, that results in significant decline in the volume of sales in these industries, or in an overall downturn in the business and operations of our customers in these industries, could materially adversely affect our business, financial condition and results of operations.

As a result of the COVID-19 pandemic, global vehicle production has decreased, and some manufacturers have completely shut down manufacturing operations in some countries and regions, including the United States and Europe. As a result, we have experienced, and are likely to continue to experience, delays in the production and distribution of our products and the loss of sales. If the global economic effects caused by the COVID-19 pandemic continue or increase, overall customer demand may continue to decrease which could have a further adverse effect on our business, results of operations and financial condition.

We will need additional capital in the ~~future~~ future to meet our obligations and financing may not be available. During Fiscal ~~2023~~2024 and Fiscal ~~2022~~2023, the Company increased its engineering and manufacturing activities, but it still struggled with meeting its financial requirements. If we cannot obtain additional capital, we will not be able to continue our operations.

As a result of our operating losses, we have largely financed our operations through sales of our equity securities. Beginning with Fiscal 2017, the Company significantly reduced its engineering, manufacturing, sales, and marketing activities to focus on renegotiating numerous financial obligations and conserving cash. For Fiscal ~~2023~~2024 and Fiscal ~~2022~~2023, we had approximately $3.1 million negative and $23.61 million negative cash flows from operations, respectively, due primarily to the impact of the COVID-19 pandemic. The Company’s engineering and manufacturing activities remained limited due to our inability to increase sales and raise significant amounts of new financing. Our ability to continue as a going concern is directly dependent upon our ability to obtain additional operating capital and generating sufficient operating cash flow. The impacts of the COVID-19 pandemic, increased interest rates and inflation have caused significant uncertainty and volatility in the credit markets and there can be no assurance that lenders or investors will make additional commitments to provide financing to us under current circumstances. As a result of the impacts of the COVID-19 pandemic, we may be required to raise additional capital and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, and our prospects. If we are unable to obtain additional funding as and when we need it, we will not be able to recommence operations or undertake our planned expansion.

1716

If we do not receive additional financing when and as needed, we may not be able to continue the research, development and commercialization of our technology and products. In that case, our business and results of operations would be materially and adversely affected.

Our capital requirements have been and will continue to be significant. We will require substantial additional funds in excess of our current financial resources for research, development and commercialization of products, to obtain and maintain patents and other intellectual property rights in these technologies and products, and for working capital and other purposes, the timing and amount of which are difficult to ascertain. When and as we need additional funds, such funds may not be available on commercially reasonable terms or at all. If we cannot obtain additional funding when and as needed, our business and results of operation would be materially and adversely affected.

Our intellectual property rights are valuable, and any inability or failure to protect them could reduce the value of our products, services and brand, which would have a material adverse effect on our business.

Our patents, trademarks, and all of our other intellectual property rights are important assets for us. There are events that are outside of our control that pose a threat to our intellectual property rights. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed or made available. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Due to our lack of financial resources, we may not be able to adequately protect our technology portfolio or apply for new patents to extend our intellectual property portfolio. The expiration of patents in our patent portfolio may also have an adverse effect on our business. Any significant impairment of our intellectual property rights could harm our business and or our ability to compete. Protecting our intellectual property rights is costly and time consuming and we may need to resort to litigation to enforce our patent rights or to determine the scope and validity of third-party intellectual property rights and we may not have the financial resources to pay for such litigation. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources.

We seek to obtain patent protection for our innovations. It is possible, however, that some of these innovations may not be protectable. In addition, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. Furthermore, there is always the possibility, despite our efforts, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable. Our inability or failure to protect our intellectual property rights could have a material adverse effect on our business by reducing the value of our products, services and brand.

We occasionally become subject to commercial disputes that could harm our business by distracting our management from the operation of our business, by increasing our expenses and, if we do not prevail, by subjecting us to potential monetary damages and other remedies.

From time to time, we are engaged in disputes regarding our commercial transactions. These disputes could result in monetary damages or other remedies that could adversely impact our financial position or operations. Even if we prevail in these disputes, they may distract our management from operating our business and the cost of defending these disputes would reduce our operating results.

We have been named as a party in various legal proceedings, and we may be named in additional litigation, all of which will require significant management time and attention, result in significant legal expenses and may result in an unfavorable outcome, which could have a material adverse effect on our business, operating results and financial condition.

We have been and may in the future become subject to various legal proceedings and claims that arise in or outside the ordinary course of business. Certain current lawsuits and pending proceedings are described under Part I, Item 3. “Legal Proceedings.”

The results of these lawsuits and future legal proceedings cannot be predicted with certainty. Also, our insurance coverage may be insufficient or not provide any coverage at all for certain claims, our assets may be insufficient to cover any amounts that exceed our insurance coverage, and we may have to pay damage awards or otherwise may enter into settlement arrangements in connection with such claims. Any such payments or settlement arrangements in current or future litigation could have a material adverse effect on our business, operating results or financial condition. Even if the plaintiffs’ claims are not successful, current future litigation could result in substantial costs and significantly and adversely impact our reputation and divert management’s attention and resources, which could have a material adverse effect on our business, operating results or financial condition. In addition, such lawsuits may make it more difficult to finance our operations.

We have substantial indebtedness and obligations to pay interest.

We currently have, and will likely continue to have, a substantial amount of indebtedness and obligations to pay interest from various financing and settlement arrangements. Our indebtedness and interest obligations could, among other things, make it more difficult for us to satisfy our debt obligations, require us to use a large portion of our cash flow from operations to repay and service our debt or otherwise create liquidity problems, limit our flexibility to adjust to market conditions, and place us at a competitive disadvantage. As of February 2829, ~~2023~~2024, we had total notes payable debt outstanding plus accrued interest of approximately $1819.03 million, of which $1011.69 million was short term. As of February 28 29, ~~2023~~2024, notes payable with an aggregate balance of $5.13 million and accrued interest of $1.14 million are past due,

In March 2022, the ~~Company~~ Company reached a settlement that resolved the various claims asserted against us by former director, Robert Kopple, and his affiliated entities. In July 2017, Mr. Kopple and his affiliates brought suit against the Company relating to more than $13 million and the current equivalent of more than approximately 23 million warrants, exercisable for seven years at a price of $0.10 per share, which Mr. Kopple and his affiliated entities (collectively the “Kopple Parties”) claimed to be owed to them pursuant to various agreements with the Company entered into between 2013-2016. Under the terms of the settlement, the Company agreed to pay an aggregate amount of $10 million over a period of seven years, including $3 million initial payment in June 2022. $150,000 was paid in June 2022, and the balance of the initial payment of $2.85 million was extended to May 29, 2023. In exchange for the extension, the Company paid extension and forbearance fees of $165,000 in cash and accrued deferred forbearance fees of $430,000. Beginning January 2023, interest accrues on the unpaid balance at a rate of 6%, compounded annually. All amounts, including all accrued interest and deferred fees, are to be paid no later than eight years from the date of the initial payment. The Kopple Parties have also received seven-year warrants to purchase up to an aggregate of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment ~~obligations~~ obligations under the settlement. See Item 3. “Legal Proceedings”, “Liquidity and Capital Resources” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and Footnote 9 “Notes Payable-Related Parties” ~~and Footnote 17 “Subsequent Events “~~in the Notes to Financial Statements included elsewhere in this Annual Report on Form 10-K for additional information regarding the transactions.

During the year ended February 29, 2024, the note was amended multiple times to extend the payment dates of the balance of the initial payment of $2,850, originally due in June 2022, and the first installment payment of $1,000, originally due in June 2023 (collectively, the “past due principal”). As a result of these amendments, the Company incurred additional extension and forbearance fees totaling $450 and adjustment to principal balance of $23 that was recorded as part of interest expense. As of February 29, 2024, outstanding principal balance amounted to $10,938, including the $3,850 past due principal (see below).

In March 2024, the Company and Kopple again amended the note payable. The amendment (i) replaced the requirement to pay the $3,850 past due principal balance with the requirement to pay $2,000 due December 15, 2024, effectively extending the payment of $1,850 to future periods; (ii) increased the stated interest rate to 10%; (iii) added a fee of $15 monthly until the Company makes a principal payment of $2 million by December 2024; (iv) effective August 30, 2024, the Company will grant Kopple a conversion right that gives Kopple the option to be able to convert the note payable into equity of the Company at a conversion price of the lower of $1.00 per share or 50% of the 10 day volume weighted average price of the Company’s common stock; (v) during Fiscal 2025, will require the Company to pay 20% of all collected revenues within 10 days of the end of each fiscal quarter; (vi) will require the Company to pay Kopple 20% of any amount raised in new capital in the form of equity, debt or convertible debt above $3.5 million; (vii) reduces the exercise price of the warrants granted to Kopple in March 2022 from $0.85 per share to $0.50 per share; and (vii) extends the warrant expiration date from March 8, 2029, to March 31, 2031. The Company will account for this amendment in the first quarter ended March 31, 2024, for fiscal year 2025.

We expect to obtain the money to pay our expenses and pay the principal and interest on our indebtedness from cash flow from our operations and from securities offerings. Accordingly, our ability to meet our obligations depends on our future performance and capital-raising activities, which will be affected by financial, business, economic and other factors, many of which are beyond our control. If our cash flow and capital resources prove inadequate to allow us to pay the principal and interest on our debt and meet our other obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations, restructure or refinance our debt, which we may be unable to do on acceptable terms and forego attractive business opportunities. In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives.

Our business is not diversified. If we cannot increase market acceptance of our products, modify our products and services, or compete with new technologies, we may never be profitable.

We currently focus all of our resources on the successful commercialization of our axial flux induction motors and AuraGen^® mobile power family of products. Because we have elected to focus our business on a single technology line rather than diversifying into other areas, our success will be dependent upon the commercial success of these products. If we are unable to increase market acceptance of our products, if we are unable to modify our products and services on a timely basis so that we lose customers, or if new technologies make our technology obsolete, we may never be profitable.

Most of our competitors are larger and better financed than we are and have a greater presence in the marketplace. Our business may be adversely affected by industry competition.

Both in the U.S. and internationally, the industries in which we operate are extremely competitive. We face substantial competition from companies that have a long history of offering traditional auxiliary power units (portable generators), traditional automotive alternators, and inverters (a device that inverts battery direct current electricity to alternating current). Most of our competitors have substantially greater financial resources, spend considerably larger sums than we spend on research, new product development and marketing, and have long-standing customer relationships. Furthermore, we must compete with many larger and better-established companies in the hiring and retention of qualified personnel. Although we believe we have significant technological advantages over our competitors, realizing and maintaining such advantages will require us to develop customer relationships and will also depend on market acceptance of our products. We may not have the financial resources, technical expertise, or marketing and support capabilities to compete successfully, which would materially and adversely affect our business.

We may not be able to establish an effective distribution network or strategic OEM relationships; in which case our sales will not increase as expected and our financial condition and results of operations would be adversely affected.

We are in the very beginning stages of developing our distribution network and establishing strategic relationships with original equipment manufacturer (OEM) customers. We may not be able to identify appropriate distributors or OEM customers on a timely basis. The distributors with which we partner may not focus adequate resources on selling our products or may otherwise be unsuccessful in selling them. In addition, we cannot assure you that we will be able to establish OEM relationships on favorable terms or at all. The lack of success of distributors or OEM customers in marketing our products would adversely affect our financial condition and results of operations.

If we are successful in executing our business plan to grow our business, our failure to efficiently manage our growth could have an adverse effect on our business.

If we are successful in executing our business plan, we may experience growth in our business that could place a significant strain on our management and other resources. Our ability to manage this growth will require us to successfully assimilate new employees, improve existing management information systems and reorganize our operations. If we fail to manage growth efficiently, our business could be adversely affected.

We may experience delays in product shipments and increased product costs because we depend on third party manufacturers for certain product components. Delays in product shipment or an inability to replace certain suppliers could have a material adverse effect on our business and results of operations.

We currently do not have ~~the~~ the capability to manufacture most of the AuraGen® components on a commercial scale. Therefore, we rely extensively on ~~contracts~~ contracts with third party manufacturers for such components. The use of third-party manufacturers increases the risk of delay of shipments to our customers and increases the risk of higher costs if our manufacturers are not available when required. Our suppliers and manufacturers may not supply us with a sufficient number of components or components of adequate quality, which would delay production of our product. We do not currently have written agreements with any suppliers. Furthermore, those suppliers who make certain components may not be easily replaced. Any of these disruptions in the supply of components could have a material adverse effect on our business or results of operations. Furthermore, we are monitoring the impact of the COVID-19 pandemic on the operations of the Company, particularly with respect to possible delays and other disruptions to the supply- chain.

Although we generally aim to use standard parts and components for our products, some of our components are currently available only from limited sources.

We may experience delays in production of the AuraGen^® if we fail to identify alternate vendors, or if any parts supply is interrupted or reduced or if there is a significant increase in production costs, each of which could materially adversely and affect our business and operations.

We will need to renew sources of component supplies to meet increases in demand for the AuraGen^®. There is no assurance that our suppliers can or will supply the components to us on favorable terms or at all.

As we recommence our operations and in order to meet future demand for AuraGen^® systems, we will need to renew contracts or form new contracts with our prior manufacturers and suppliers or locate other suitable manufacturers and suppliers for subassemblies and other components. Recently, we entered into discussions with several of our prior suppliers and we are in the process of negotiating settlements of old payables and arranging new supply contracts. Although we believe that there are a number of potential manufacturers and suppliers of the components, we cannot guarantee that contracts for components can be obtained on favorable terms or at all. Any material adverse change in terms of the purchase of these components could increase our cost of goods.

We need to invest in tooling to have a more extensive line of products. If we cannot expand our tooling, it may not be possible for us to expand our operations.

We are currently limited in the products that we are able to manufacture because of the limitations of our tooling capabilities. In order to have a broader line of products that address industrial and commercial needs, we must make a significant investment in additional tooling or pursue new alternatives to replace traditional tooling. We do not currently have the funds required to acquire new tooling or to obtain replacements and no assurances can be given that we will have the required funds in the future. If we do not acquire the required funds for tooling or replacement tooling, we may not be able to expand our product line to meet industrial and commercial needs.

We are subject to government regulation that may restrict our ability to use certain suppliers outside the U.S. or to sell our products into certain countries. If we cannot obtain the required approval from government agencies, then our business may be adversely affected.

We depend on third party suppliers for our parts and components, some of which are located outside of the United States. In the event that some of these suppliers are barred from selling their products in the United States, or cannot meet other U.S. government regulations, we would need to locate other suppliers, which could delay or prevent us from shipping product to our customers. We use copper, steel and aluminum in our product and in the event of government regulations or restrictions of these materials we may experience a shortage of these materials to manufacture our product. Furthermore, U.S. law restricts us from selling products in some potential foreign markets without U.S. government approval. If we cannot obtain the required approvals from government agencies to obtain materials or contract with suppliers or if we are restricted by government regulation from selling our products into certain countries, our business may be adversely affected.

~~Acquisitions, joint ventures, and strategic alliances may have an adverse effect on our business.~~ 20

In March 2017, we entered into a joint venture agreement with a Chinese partner. This joint venture arrangement and other transactions and arrangements involve significant challenges and risks, including that they do not advance our business strategy, that we get an unsatisfactory return on our investment, that we have difficulty integrating and retaining new employees, business systems, and technology, or that they distract management from our other businesses. If an arrangement fails to adequately anticipate changing circumstances and interests of a party, it may result in early termination or renegotiation of the arrangement. The success of these transactions and arrangements will depend in part on our ability to leverage them to enhance our existing products and services or develop compelling new ones. It may take longer than expected to realize the full benefits from these transactions and arrangements, such as increased revenue, enhanced efficiencies, or increased market share, or the benefits may ultimately be smaller than we expected. These events could adversely affect our operating results or financial condition. During Fiscal 2020, the joint venture ceased operation in compliance with the Chinese government’s COVID-19 policies. As a result, during Fiscal 2020 the Company recorded an impairment expense of $250,000 writing-off the Jiangsu Shengfeng investment due to operational and future cash-flow uncertainties associated with AuraGen® market development prospects in China through the joint venture.

We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. We are currently in default under several agreements with various key consultants which may make those parties unwilling to continue to work with the Company. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees and consultants. The incentives to attract, retain and motivate employees and consultants provided by our ability to pay competitive salaries and rates as well as offering additional incentives such as stock option grants or by future arrangements may not be as effective as in the past. If we do not succeed in attracting excellent personnel or retaining or motivating existing personnel, we may be unable to grow effectively.

Our business is subject to the risks of earthquakes and other natural catastrophic events, and to interruptions by man-made problems such as computer viruses, terrorism, or pandemics.

Our corporate headquarters and our research and development operations are located in the State of California in regions known for seismic activity. A significant natural disaster, such as an earthquake, in this region could have a material adverse effect on our business, financial condition and results of operations. In addition, our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse effect on our business, financial condition and results of operations.

Failure to maintain effective internal controls over financial reporting could adversely affect our business and the market price of our Common Stock.

Pursuant to rules adopted by the SEC under the Sarbanes-Oxley Act of 2002, we are required to assess the effectiveness of our internal controls over financial reporting and provide a management report on our internal controls over financial reporting in all annual reports. This report contains, among other matters, a statement as to whether our internal controls over financial reporting are effective and the disclosure of any material weaknesses in our internal controls over financial reporting identified by management. Section 404 also requires our independent registered public accounting firm to audit the effectiveness of our internal control over financial reporting.

As described in ITEM 9A, Controls and Procedures contained herein in this Annual Report, management concluded that the Company’s internal controls over financial reporting were not effective for the Fiscal year ended February 28, 2022 and identified material weaknesses in its financial reporting internal controls. The Company implemented a plan to remediate the material weaknesses in Fiscal 2023, and has concluded that as of February 28 29, ~~2023~~2024, its internal controls over financial reporting were effective. While the Company believes it has addressed and remediated ~~the~~ material weaknesses, identified in 2022, there can be no guarantee that other weaknesses in its financial reporting controls will not be identified in the future. Presently, the Company does not have the financial resources to fully comply with all the requirements of Section 404. If, in the future, we identify one or more material weaknesses in our internal controls over financial reporting during this continuous evaluation process, our management may not be able to assert that such internal controls are effective. Therefore, if we are unable to assert that our internal controls over financial reporting are effective in the future, or if our auditors are unable to attest that our internal controls are effective or they are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our business and the market price of our Common Stock.

Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the Pink Sheets of the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the New York Stock Exchange. These factors may result in investors having difficulty reselling any shares of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 1C. CYBERSECURITY.

Risk Management and Strategy

The Company's policies and practices are based on frameworks and standards that address risks through a comprehensive, cross-functional approach that assess, identify, monitor, and mitigate material risks from cybersecurity threats as part of the overall enterprise risk management ("ERM") process. This includes the collection and storage of data, and being responsive to incidents as they occur. Further, the Company's processes and technology are utilized to develop, implement, and maintain appropriate measures to safeguard information systems in protecting the integrity, availability, and confidentiality of data. Additionally, the Company engages certain third parties to assist in network monitoring and control testing, among other functions of similar capacity.

The Company's cybersecurity program focuses on the following areas:

	●	Technological safeguards that are designed to protect the Company's information systems from cybersecurity threats, including the prevention and detection of systems, access controls, and firewalls, which the Company assesses the vulnerability and cybersecurity threat and makes necessary improvements.

	●	Utilization of third parties as part of the Company's risk-based approach in identifying and overseeing cybersecurity risks.

	●	The Company maintains an incident plan that addresses the Company’s response to a cybersecurity event, which is periodically reviewed and updated.

While the Company is working to adopt the National Institute of Standards and Technology ("NIST") cybersecurity framework, the Company's on-going investment in information systems and utilization of external 3rd parties represents the best means for extensively testing both the design and operational effectiveness of cybersecurity controls, and to ensure continuity and functionality of the Company's operating systems.

As of the date of this report, the Company has not experienced any material cybersecurity events. However, the presence of new or more advanced forms of cybersecurity threats could have a material and adverse impact on the business, results of operations, and financial position. For further discussion relating to this topic, see Item 1A. Risk Factors "The Company's information technology systems may be negatively affected by cybersecurity threats."

Governance

The Audit Committee of the Board of Director's has the responsibility of overseeing the Company's cybersecurity risks. The Chief Financial Officer provides periodic updates to the Board of Director's regarding actions taken to mitigate the Company's exposure and protection to cybersecurity risks. Management routinely evaluates the Company's security processes, procedures, and systems to determine if enhancements are needed to reduce the possibility of a future cybersecurity event. This includes safeguards implemented by the Company, such as a multi-factor authentication process for remote access to systems; restricted firewall settings; network monitoring, email phishing tests, and enhancing the Company's backup recovery strategy, among others.

The IT Director is responsible for assessing, monitoring, and managing the Company's cybersecurity risks.

The IT Director, along with members of management, inform the Audit Committee on cybersecurity risks by providing periodic updates regarding (i) Status of ongoing cybersecurity initiatives and strategies, (ii) The overall state of the Company's security program and potential exposure to risks, and (iii) Incident reports and learning from any cybersecurity events. Further, the IT Director maintains an open dialog regarding any significant developments in cybersecurity risks, ensuring the Audit Committee's oversight is proactive and responsive.

In addition to periodic updates to the Audit Committee, the IT Director, in his capacity, regularly informs the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") regarding matters related to cybersecurity risks and incidents. This ensures the highest level of management are informed of potential risks associated with cybersecurity that could have a material and adverse effect on the Company.

ITEM 2. PROPERTIES

Effective February 28, 2021, the Company vacated its previous Stanton California facility and other temporary storage facilities and consolidated its administrative offices and operations, including warehousing space, within an approximately 18,000 square feet facility in Lake Forest, California under a rental agreement that commenced on February 15, 2021, and covers a 66-month rental period effective from February 2021 through August 31, 2026.

ITEM 3. LEGAL PROCEEDINGS

We are subject to the legal proceedings and claims discussed below as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and evaluates potential losses on such litigation if the amount of the loss is estimable and the loss is probable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements for that reporting period could be materially adversely affected. The Company settled certain matters subsequent to year end that did not individually or in the aggregate, have a material impact on the Company’s financial condition or operating results.

In 2017, the Company’s former COO was awarded approximately $238,000 in accrued salary and related charges by the California labor board. In August 2021, the Company reached a settlement by which the Company agreed to pay approximately $330,000, representing the principal award plus accrued interest. As of the time of this filing, the Company has paid approximately $271,600 toward the settlement amount. The remaining balance of approximately $58,400 is to be paid no later than September 1, 2023 and accrues interest of 10% per annum until paid.22

~~Between~~In ~~July~~ 2017 ~~and March 2022~~, the Company ~~was engaged in litigation with a~~ ’s former ~~director,~~COO ~~Robert~~was ~~Kopple,~~awarded ~~relating to more than $13 million and the current equivalent of the~~ approximately ~~23 million warrants, exercisable for seven years at a price of~~ $~~0.10~~238 ~~per~~in ~~share,~~accrued ~~which~~salary ~~Mr. Kopple~~ and ~~his~~ ~~affiliated~~related ~~entities~~charges ~~(collectively~~by the ~~“Kopple~~California ~~Parties”)~~labor ~~claimed should have been originally issued to them pursuant to various agreements with the Company entered to between 2013-2016~~board. In ~~March~~August ~~2022~~2021, the Company reached a settlement ~~with~~by ~~the~~which ~~Kopple Parties that resolved all claims asserted against~~ the Company ~~without any admission, concession or finding of any fault, liability or wrongdoing on the part of the Company. Under the terms of the settlement, the Company~~ agreed to pay anapproximately ~~aggregate amount of~~ $~~10 million over a period of seven years~~330, ~~including~~representing ~~$3 million initial payment to be paid in June 2022. $150 was paid in June 2022, and~~ the ~~balance~~principal ofaward ~~the~~plus ~~initial payment of $2.85 million was extended to May 29, 2023, In exchange for the extension, the Company was required to pay $165,000 in extension and forbearance fees in cash and $430,000 in~~ accrued ~~forbearance fees. Beginning in January 2023,~~ interest ~~accrues on the unpaid balance at a rate of 6%, compounded annually~~. ~~All amounts, including all accrued interest and deferred fees, are to be paid no later than eight~~As ~~years from the date~~ of the ~~initial~~time ~~payment. The Kopple Parties have also received seven-year warrants to purchase up to an aggregate~~ of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment obligations under the settlement. As of the date of this ~~report~~filing, the Company has ~~not yet~~ paid the full $~~3,000,000~~330 ~~installment due~~toward ~~to Kopple, having made an initial payment of $150,000 in June 2022. (See Part IV, Item 15, Note 9 and Note 17 to~~ the ~~Financial~~settlement ~~Statements)~~amount.

Between July 2017 and March 2022, the Company was engaged in litigation with a former director, Robert Kopple, relating to more than $13 million and the current equivalent of the approximately 23 million warrants, exercisable for seven years at a price of $0.10 per share, which Mr. Kopple and his affiliated entities (collectively the “Kopple Parties”) claimed should have been originally issued to them pursuant to various agreements with the Company entered to between 2013-2016. In March 2022, the Company reached a settlement with the Kopple Parties that resolved all claims asserted against the Company without any admission, concession or finding of any fault, liability or wrongdoing on the part of the Company. Under the terms of the settlement, the Company agreed to pay an aggregate amount of $10 million over a period of seven years, including $3 million initial payment to be paid in June 2022. $150 was paid in June 2022, and the balance of the initial payment of $2.85 million was extended to May 29, 2023, In exchange for the extension, the Company was required to pay $165 in extension and forbearance fees in cash and $430 in accrued forbearance fees. Beginning in January 2023, interest accrues on the unpaid balance at a rate of 6%, compounded annually. All amounts, including all accrued interest and deferred fees, are to be paid no later than eight years from the date of the initial payment. The Kopple Parties have also received seven-year warrants to purchase up to an aggregate of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment obligations under the settlement.

On March 26, 2019, various stockholders of the Company controlling a combined total of more than 27.5 million shares delivered a signed written consent to the Company removing Ronald Buschur as a member of the Company’s Board and electing Cipora Lavut as a director of the Company. On March 27, 2019, those same stockholders delivered a further signed written consent to the Company removing William Anderson and Si Ryong Yu as members of the Company’s Board and electing Robert Lempert and David Mann as directors of the Company. These written consents represented a majority of the outstanding shares of the Company’s common stock as of March 26, 2019, and March 27, 2019, respectively. Because of Aura’s refusal to recognize the legal effectiveness of the consents, on April 8, 2019, the stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the consents and declaring that Aura’s Board consists of Ms. Lavut, Mr. Mann, Dr. Lempert, Mr. Douglas and Mr. Diaz-Versón, Jr. On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr. As a result of prior management’s unsuccessful opposition to this stockholders’ action filed in the Court of Chancery, such stockholders may be potentially entitled to recoup their litigation costs from the Company under Delaware’s corporate benefit doctrine and/or other legal provisions. To date, no final determination has been made as to the amount of recoupment, if any, to which such stockholders may be entitled.

In June 2022, Melvin Gagerman, the Company’s former CEO and CFO whose employment with Aura was permanently terminated in July 2019, brought suit against the Company for repayment of an allegedly unsecured demand promissory note in the principal amount of $82~~,000~~ which he claims was entered into in April 2014 and bears interest at a rate of 10% per annum. Despite the fact that, based on Gagerman’s allegations, the note was issued during a period when he was the Company’s CEO, CFO, Corporate Secretary and Chairman of Aura’s Board of Directors, Gagerman has stated that he does not possess a copy of the alleged promissory note. The Company disputes that any amount is presently owed to Gagerman and has filed a cross-complaint against him for, among things, conversion, violation of California Business& Professions Code §17200, and various breaches of fiduciary duty that the Company believes Gagerman committed against Aura, including without limitation, Gagerman’s actions in opposing the valid 2019 stockholder consent action.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2423

PART II

Our shares are quoted on ~~the~~ the Pink Sheets operated by OTC Markets, Inc. under the symbol “AUSI”. Set forth below are high and low bid prices for our ~~common~~ common stock for each quarterly period in the two most recent Fiscal years. Such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions in the common stock. We had approximately 3,~~400 stockholders~~410 stockholders of record as of May 1931, ~~2023~~2024.

Period	High		Low
Fiscal 2024
First Quarter ended May 31, 2023	$	0.40	$	0.11
Second Quarter ended August 31, 2023	$	0.22	$	0.13
Third Quarter ended November 30, 2023	$	0.20	$	0.15
Fourth Quarter ended February 29, 2024	$	0.23	$	0.14
Fiscal 2023
First Quarter ended May 31, 2022	$	0.48	$	0.24
Second Quarter ended August 31, 2022	$	0.45	$	0.20
Third Quarter ended November 30, 2022	$	0.55	$	0.17
Fourth Quarter ended February 28, 2023	$	0.52	$	0.19
Fiscal 2022
First Quarter ended May 31, 2021	$	0.52	$	0.24
Second Quarter ended August 31, 2021	$	0.58	$	0.23
Third Quarter ended November 30, 2021	$	0.73	$	0.38
Fourth Quarter ended February 28, 2022	$	0.80	$	0.22

On May 1930, ~~2023~~2024, the reported closing sales price for our common stock was $0.204175.

Dividend Policy

We have not paid any dividends on our common stock, and we do not anticipate paying any dividends on our common stock in the foreseeable future.

Sales of Unregistered Securities

During the year ended February 29, 2024, we issued 9,943,302 shares of common stock, for a total of approximately $2,947,000.

During the year ended February 28, 2023, we issued 11,529,242 shares of common stock, for a total of approximately $3,270,000.

During the year ended February 28, 2022, we issued 12,016,095 shares of common stock, for a total of approximately $3,276,000 inclusive of 1,571,429 and 245,001 shares of common stock in settlement of $550,000 of debt and approximately $74,000 for services, respectively.

Funds raised were for general corporate working capital purposes. All such securities were issued and sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, and the certificates representing such securities contain a restrictive legend reflecting the limitations on future transfer of those securities. The offer and sale of these securities was made without public solicitation or advertising. The investors represented to us that they were knowledgeable and sophisticated and were experienced in business and financial matters so as to be capable of evaluating an investment in our securities and were an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933. Each of these investors was afforded full access to information regarding our business.

Repurchases of Equity Securities

We did not repurchase any shares of our common stock during the fiscal years ended February 2829, ~~2023~~2024, and February 28, ~~2022~~2023.

2524

ITEM 6. [Reserved]

As a smaller reporting company, we are not required to provide disclosure under this Item 6.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements. For cautions about relying on such forward-looking statements, please refer to the section entitled “Forward Looking Statements” at the beginning of this Report immediately prior to “Item 1”.

Overview

Our business is based on the exploitation of our Axial Flux Induction Motor solution and mobile power known as the AuraGen^® for commercial and industrial applications and the VIPER for military applications. Our business model consists of two major components: (i) sales and marketing, (ii) design and engineering. Our sales and marketing approaches are composed of direct sales in North America and the use of agents and distributors in other areas. In North America, our primary focus is in (a) mobile exportable power applications, (b) EV motor applications, (c) U.S. Military applications and (d) industrial/commercial motor as well as mobile power applications. The second component of our business model is focused on the design of new products and engineering support for the sales activities described above. The engineering support consists of the introduction of new optimized power levels for electric motors and new features for our AuraGen^®/VIPERsolution such as higher power/torque solutions, and different input and output voltages (DC and AC input and output versions).

In Fiscal 2020 stockholders of the Company successfully removed Ronald Buschur, William Anderson and Si Ryong Yu from the Company’s Board of Directors and ~~elected~~ elected Ms. Cipora Lavut, Mr. David Mann and Dr. Robert Lempert as directors of the Company in their stead. See Item 3, Legal Proceedings ~~for~~ for more information. Also, in Fiscal 2020, Melvin Gagerman –– Aura’s CEO and CFO since 2006 –– was replaced. In July 2019 Ms. Lavut succeeded Mr. Gagerman as President and Mr. Mann succeeded Mr. Gagerman as CFO. Dr. Lempert was appointed as Secretary of the Company by the Board of Directors also in July 2019. In the second half of Fiscal 2020, the company began significantly increasing its engineering, manufacturing and marketing activities. From July 8, 2019, the date of the change in management, through the end of ~~Fiscal~~ Fiscal 2023, the Company shipped approximately 150 units to. Although our operations were impacted in Fiscal 2023, Fiscal 2022 and Fiscal ~~2021~~ 2021 by the COVID-19 pandemic, during these periods we continued to expand our engineering and manufacturing capabilities. See “Item 1. Business. Impact of the COVID-19 Pandemic” included elsewhere in this Annual Report on Form 10-K for information regarding the impact of COVID-19 on our operations. Our engineering, research and development costs for Fiscal ~~2023~~2024 and Fiscal ~~2022~~2023 were approximately $~~850,000~~750 and $~~611~~850,~~000,~~ respectively.

During Fiscal 2018 and Fiscal 2019, the Company’s engineering, manufacturing, sales, and marketing activities were reduced while we focused on renegotiating ~~numerous~~ numerous financial obligations. During this time, the Company’s agreements with numerous customers, third party vendors, and organizations and entities material to the operation of the Company business were canceled, delayed or terminated. During Fiscal 2018, the Company ~~successfully~~ successfully restructured in excess of $30 million of debt. Robert Kopple, our former Vice Chairman of the Board, was the only significant ~~unsecured~~ unsecured note holder that did not executed formal agreements regarding the restructure of his debt. See “Item 3. Legal Proceedings” included elsewhere in this Annual Report on Form 10-K for information regarding the dispute with Mr. Kopple regarding these transactions. In March 2022, the Company reached a settlement that resolves the various claims asserted against us by Mr. Kopple and his affiliated entities. In July 2017, Mr. Kopple and his affiliates brought suit against the Company relating to more than $13 million and the current equivalent of more than approximately 23 million warrants, exercisable for seven years at a price of $0.10 per share, which Mr. Kopple and his affiliated entities (collectively the “Kopple Parties”) claimed to be owed to them pursuant to various agreements with the Company entered into between 2013-2016. Under the terms of the settlement, the Company agreed to pay an aggregate amount of $10 million over a period of seven years, including $3 million initial payment to be paid in June 2022. $150 was paid in June 2022, and ~~the~~ the balance of the initial payment of $2.85 million was extended to May 29, 2023. In exchange for the extension, the Company was required to pay $165,000 in extension and forbearance fees in cash and $430~~,000~~ in accrued forbearance fees. Beginning in January 2023, interest ~~accrues~~ accrues on the unpaid balance at a rate of 6%, compounded annually. All amounts, including all accrued interest and deferred fees, are to be paid no later than eight years from the date of the initial payment. The Kopple Parties have also received seven-year warrants to ~~purchase~~ purchase up to an aggregate of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also ~~provides~~ provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain ~~increases~~ increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company ~~remains~~ remains in uncured default in its payment obligations under the settlement. ~~(See Part IV, Item 15, Notes 9 and 17 to the Financial Statements)~~

26During the year ended February 29, 2024, the note was amended multiple times to extend the payment dates of the balance of the initial payment of $2,850, originally due in June 2022, and the first installment payment of $1,000, originally due in June 2023 (collectively, the “past due principal”). As a result of these amendments, the Company incurred additional extension and forbearance fees totaling $450 and adjustment to principal balance of $23 that was recorded as part of interest expense. As of February 29, 2024, outstanding principal balance amounted to $10,938, including the $3,850 past due principal (see below).

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial conditions and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. The full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated for these key estimates and assumptions. However, we made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent that there are differences between these estimates and actual results, our financial statements may be materially affected.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. To determine revenue recognition under ASC 606, an entity performs the following five-steps (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-steps to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

In accordance with ASC 606, we recognize revenue, net of discounts, for our generator sets at time of product delivery to the domestic distributor (i.e. point-in-time), which also corresponds to the passage of legal title to the customer and the satisfaction of our performance obligations to the customer. Our payment terms are cash payment due upon delivery and typically includes a 2% price discount off the selling price in accordance with this policy. Our commercial terms and conditions do not include a right of return for reasons other than a defect in performance or quality. We offer a 24-month assurance-type warranty covering material and manufacturing defects, which we account for under the guidance of ASC 460, Guarantee.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or net realizable value, on an average cost basis. We review the components of inventory on a regular basis for excess or obsolete inventory based on estimated future usage and sales. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up.

Leases

The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.

Share-Based Compensation

The Company periodically issues stock options and warrants, and shares of common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for services. The Company periodically issues stock options and warrants, and shares of common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for services.

COVID-19

The extent of the impact of the COVID-19 ~~global~~ pandemic ~~has~~ ~~negatively~~on ~~affected~~our ~~the~~business, ~~global~~financial ~~economy,~~results ~~disrupted~~and ~~global~~liquidity ~~supply~~will ~~chains~~depend largely on future developments, ~~and~~including ~~created~~the ~~extreme~~duration of ~~volatility~~the spread of the COVID-19 outbreak within the U.S. and ~~disruptions~~globally, tothe impact on capital and ~~credit~~financial markets and the related impact on our customers, especially in the ~~global~~commercial ~~financial~~vehicle markets. WeThese ~~began~~future todevelopments ~~see~~are outside of our control, are highly uncertain, and cannot be predicted. If the impact ofis ~~COVID-19~~prolonged, ~~during~~then ~~our~~it ~~fourth~~can ~~quarter~~further increase the difficulty of ~~Fiscal~~planning ~~2020~~for ~~with~~operations and may require ~~our~~us ~~Chinese~~to ~~joint~~take ~~venture’s~~further ~~manufacturing~~actions ~~facilities~~as ~~being~~it ~~required~~relates to ~~close~~costs and ~~many~~liquidity. ofThese ~~our~~and ~~customers~~other ~~suspending~~potential ~~their~~impacts ~~own~~of ~~operations due to~~ the COVID-19 pandemic. Aswill acontinue to ~~result,~~adversely ~~net~~impact ~~sales~~our ~~and~~results ~~production~~for ~~levels during~~ the ~~fourth~~first quarter of Fiscal ~~2020~~2025, ~~Fiscal~~as ~~2021,~~well ~~Fiscal 2022~~as ~~and~~the full Fiscal ~~2023~~year ~~were significantly reduced~~2025, ~~thus~~and ~~impacting~~that ~~our~~impact ~~results~~could ofbe ~~operations during these periods~~material.

2826

In response to the COVID-19 pandemic and business disruption, we implemented certain measures to manage costs, preserve liquidity and enhance employee safety. These measures included the following:

● Reduction of payroll costs through temporary furloughs;

● Enhanced cleaning and disinfection procedures at our facilities, temperature checks for our workers, promotion of social distancing at our facilities and requirements for employees to work from home where possible; ● Reduction of capital expenditures; and

● Deferral of discretionary spending.

The extent of the impact of the COVID-19 pandemic on our business, financial results and liquidity will depend largely on future developments, including the duration of the spread of the COVID-19 outbreak within the U.S. and globally, the impact on capital and financial markets and the related impact on our customers, especially in the commercial vehicle markets. These future developments are outside of our control, are highly uncertain, and cannot be predicted. If the impact is prolonged, then it can further increase the difficulty of planning for operations and may require us to take further actions as it relates to costs and liquidity. These and other potential impacts of the COVID-19 pandemic will continue to adversely impact our results for the first quarter of Fiscal 2023, as well as the full Fiscal year, and that impact could be material.

Results of Operations

Fiscal ~~2023~~2024 compared to Fiscal ~~2022~~2023

Revenues

Revenues in Fiscal ~~2023~~2024 were approximately $~~71,000~~56 as compared to the Fiscal ~~2022~~2023 period of approximately $~~100~~71,~~000,~~ a reduction of approximately 2921%. Fiscal ~~2023~~2024 revenues ~~consisted~~ consisted principally of the delivery of 97 AuraGen®/VIPER systems, 75 of which were to a single distributor customer. Fiscal ~~2022~~ 2023 revenues consisted principally of the delivery of 89 AuraGen®/VIPER systems, ~~including~~7 ~~the~~of ~~initial~~which ~~units~~were ofto ~~the~~a ~~Company’s new~~single ~~design.~~distributor customer. We believe that the low levels of revenue in both Fiscal ~~2023~~2024 and Fiscal ~~2022~~2023 were the result of ~~being~~the ~~impacted~~company’s ~~significantly by~~switch ~~the~~in ~~COVID-19~~focus ~~pandemic~~to the ~~and~~development ~~its~~of ~~impact~~the onnew ~~the~~family ~~global~~of ~~economy~~improved products.

Cost of Goods

Cost of goods sold was approximately $~~88,000~~193 and $~~124,000~~88 in the years ended February 2829, ~~2023~~2024, and February 28, ~~2022~~2023, respectively. During Fiscal ~~2023~~2024, ~~we benefited from~~ the ~~utilization of fully reserved inventory to deliver 9 units and recorded material cost at 32% of sales value, direct labor at 43% of sales value and other overheads at 44% of sales. Additionally, the~~ Company recorded an inventory write-down of $~~4,000~~123 to cost of goods sold, which ~~resulted~~contributed into a negative gross margin of approximately $~~17,000~~137 in Fiscal ~~2023~~2024. ~~The disproportionate increase in manufacturing overhead costs resulted from higher depreciation and systems costs without an offsetting increase in production volumes.~~ During Fiscal ~~2022~~2023, we benefited from the utilization of fully reserved inventory to deliver 89 units and recorded material cost at 3132% of sales value, direct labor at 4143% of sales value and other overheads at 1644% of sales. Additionally, the Company recorded an inventory write-down of $364,000 to cost of goods sold, which resulted in a negative gross margin of approximately $2417,000 in ~~Fiscal~~FY ~~2022~~2023. ~~While~~For both ~~the~~ FY ~~2023~~ 2024 and FY 2023, ~~2022~~the ~~periods~~disproportionate ~~benefited~~increase ~~from~~in ~~the~~manufacturing ~~utilization~~overhead ofcosts ~~inventory~~resulted ~~that~~from ~~was~~higher ~~previously~~depreciation ~~fully~~and ~~reserved,~~systems ~~the~~costs ~~new~~without ~~design~~an ~~ECU units fabricated~~offsetting increase in ~~those~~production ~~periods~~volumes. ~~did~~While ~~include~~both the ~~costs~~FY of2024 ~~new~~and ~~electronics~~FY ~~boards.~~2023 Asperiods ~~production~~benefited ~~levels~~from ~~increase over time,~~ the ~~amount~~utilization of ~~recoverable~~ inventory ~~will~~ ~~decline~~that ~~and~~was ~~the~~previously fully ~~amount~~reserved, ofthe ~~direct~~new ~~material~~design ~~recorded~~ECU ~~within~~units ~~cost~~fabricated ofin ~~goods~~those ~~sold~~periods ~~will~~did ~~increase,~~include ~~reducing~~ the ~~gross~~costs ~~profit contribution~~ of ~~units~~new ofelectronics ~~sales~~boards.

Engineering, Research and Development

Engineering, research and development costs ~~increased~~decreased to approximately $~~850,000~~750 in Fiscal ~~2023~~2024 from approximately $~~611,000~~850 in Fiscal ~~2022~~2023, ana ~~increase~~decrease of approximately $~~239,000~~100 or 3912%. The ~~increase~~decrease is a result of the Company’s augmented engineering activities, including (i) successfully recruiting new additions to the engineering staff; (ii) licensing of modeling and design software tools for the full 12-month period; as well as (iii) additional expenses incurred in the process of designing, fabricating and testing the new version of our electronic control unit (“ECU”) for our AuraGen®/VIPER products.

Selling, General and Administrative Expense

Selling, general and administrative expenses decreased approximately $~~159~~763,~~000,~~ or 629%, to $21,~~636,000~~873 in Fiscal ~~2023~~2024 from $2,~~795,000~~636 in Fiscal ~~2022~~2023 due to several factors. Most notable of these was a decrease in ~~non-cash~~legal ~~share-based~~expenses ~~compensation~~ of approximately $~~612,000~~628 as ~~all~~Fiscal ~~stock~~2023 ~~options~~had ~~completed~~a ~~vesting~~lot of legal expenses relating to the Kopple settlement. There was also a decrease in ~~Fiscal~~selling ~~2022~~expenses ~~with~~of no$100 ~~new~~due ~~grants~~to lower sales and a decrease in ~~Fiscal~~outside ~~2023~~services of $72. This was partially offset by (i) increased salary and wage-related expenses of approximately $~~400,000,~~100 ~~including~~due ~~higher expenses related~~ to ~~the~~new ~~sales~~hires ~~team~~in ~~as well as a full year of costs for~~ the ~~Company’s~~engineering ~~CFO;~~department and (ii) ~~increased~~ increased depreciation and software license related costs of approximately $~~55,000~~85 associated with equipment and computer systems ~~acquired in late Fiscal 2022 and in Fiscal 2023~~.

~~Non-Operating Income, Interest Expense and Tax Provision~~27

~~Net~~Other ~~interest~~Income ~~expense~~(Expense) decreased significantly to approximately $727,000 in Fiscal 2023 from approximately $1,272,000 in Fiscal 2022, a decrease of approximately $545,000, or 43%. This is principally a result of the settlement of the litigation with Robert Kopple and ~~his~~Interest affiliates. Under the terms of the settlement, no interest was to accrue until payment of the initial $3 million, which was extended to May 2023. In exchange for the extensions, the company recorded $335,000 of fees which are being categorized as interest, plus note interest of approximately $52,000. The aggregate Kopple-related interest in Fiscal 2023 of approximately $387,000 compares to the Fiscal year 2022 Kopple-related interest of approximately $823,000, a 53% reduction.Expense

~~Extinguishment~~Net ~~gains~~interest ~~and~~expense ~~favorable~~increased ~~changes~~significantly into ~~the~~approximately ~~fair~~$1,465 ~~value~~in ofFiscal ~~the~~2024 ~~Company’s~~from ~~derivative~~approximately ~~warrant~~$727 ~~liabilities~~in ~~aggregated~~Fiscal to2023, an increase of approximately $~~819~~738,~~000~~ ~~positive~~or ~~impact~~102%. ~~for~~This is principally a result of the ~~Company~~settlement inof ~~Fiscal~~the ~~2023,~~litigation anwith ~~approximate~~Robert ~~$281,000~~Kopple ~~increase~~and ~~from~~his affiliates. Under the ~~aggregate~~terms ~~approximately~~of the settlement, no interest was to accrue until payment of the initial $~~538~~3 million,~~000~~ ~~positive~~which ~~impact~~was inextended ~~Fiscal~~to ~~2022~~May 2023. In exchange for the extensions, the ~~The~~company ~~favorable~~recorded ~~fair~~$335 ~~value~~of ~~changes~~fees ~~and~~which ~~extinguishment~~are ~~gains~~being categorized as interest, plus note interest of approximately $52. The aggregate Kopple-related interest in Fiscal 2023 ~~were~~of ~~principally~~approximately ~~associated~~$387 ~~with~~compares to the ~~expiration~~Fiscal year 2022 Kopple-related interest of approximately ~~4.7~~ ~~million~~$823, ~~warrants~~a in53% ~~February 2023~~reduction.

During Fiscal 2022, the Company recorded other income of approximately $167,000 for the forgiveness of principal and accrued interest on two Payroll Protection Program (“PPP”) loans. The PPP loans provided for up to 100% forgiveness of the debt if the proceeds were used for specifically authorized expenditures. Both of the PPP loans were forgiven at 100% of principal plus accrued interest.

Net Loss

We recorded net losses of approximately $34,~~410,000~~216 and $3,~~992,000~~410 in the Fiscal years ended February 2829, ~~2023~~2024 and February 28, ~~2022~~2023, respectively, or ana ~~increase~~ decrease of income of approximately $~~582,000~~806 due to several factors as note above: (i) Fiscal ~~2023~~2024 included the ~~lower~~higher interest expense of approximately $~~545,000~~738; (ii) ~~approximately $110,000 greater non-operating gains related to changes in the fair value of derivatives liabilities and extinguishment of warrants; (iii)~~ decreased operating expenses in selling, marketing and general and administrative of approximately $159~~,000~~; and (iviii) increased engineering and R&D expenses of approximately $239~~,000~~ partially offsetting the other income improvements,.

Liquidity and Capital Resources

For the year ended February 2829, ~~2023~~2024, we recorded a net loss of ~~approximately~~ $3.4.2 million. ~~and~~ used cash in operations of ~~approximately~~ $3.1 million, and at February 28 29, ~~2023~~2024, had a stockholders’ deficit of ~~approximately~~ $2021.35 million. In addition, at February 29, 2024, notes payable and related accrued interest with an aggregate balance of $6.7 million have reached maturity and are past due. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these financial statements. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s February 2829, ~~2023~~2024, audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.

The net loss in Fiscal ~~2023~~2024 was approximately $~~582,000~~806 ~~less~~higher as compared to Fiscal ~~2022~~2023 due to several offsetting items, but most notably ~~reduced~~increased interest expense of approximately $~~545,000~~738. Fiscal ~~2022~~2024 also included additional expenditures to ramp up the Company’s engineering, R&D, ~~selling~~ and administrative activities. A significant factor in both periods contributing to the negative operating cash flows is the low level of operating activities caused principally by the company’s switch to the development of new products and the COVID-19 pandemic. As a result of the impacts of the COVID-19 pandemic, we may be required to raise additional capital and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, and our future prospects. At February 29, 2024, we had cash of approximately $123, compared to cash of approximately $15 at February 28, 2023. Subsequent to February 29, 2024, the Company issued 4,455,600 shares of common stock in exchange for cash proceeds of $1,114. Working capital deficit at February 29, 2024 was a $14.9 million deficit as compared to an $13.7 million deficit at the end of the prior fiscal year. The principal reasons for the increase in the deficit is an increase in Accounts Payable of $308 and accrued interest of $767 mostly relating to the Kopple settlement. The February 28, 2023, financial statements reflect the reclassification to non-current of $7.1 million of the debt to Robert Kopple and his affiliated entities (collectively the “Kopple Parties”) as a result of the settlement.

~~At February~~ 28, 2023, we had cash of approximately $15,000, compared to cash of approximately $150,000 at February 28, 2022. Subsequent to February 28, 2023, the Company issued 2,334,847 shares of common stock in exchange for cash proceeds of $770,120. Working capital deficit at February 28, 2023 was a $13.7 million deficit as compared to an $21.7 million deficit at the end of the prior fiscal year. The principal reasons for the decrease in the deficit is the March 2022 settlement agreement the Company reached with a related party note holder (Kopple) to resolve all outstanding litigation between them related to notes payable and accrued interest of $12.1 million. The February 28, 2023 financial statements reflect the reclassification to non-current of $7.1 million of the debt to Robert Kopple and his affiliated entities (collectively the “Kopple Parties”) as a result of the settlement. At February 28, 2023 and February 28, 2022, we had no significant accounts receivable.

Prior to Fiscal 2020, in ~~order~~ order to maintain liquidity, we relied upon external sources of financing, principally equity financing and private indebtedness. We have no bank line of credit and will require additional debt or equity financing to fund ongoing operations. Based on a cash flow analysis ~~performed~~ performed by management, we estimate that we will need an additional $6 million to maintain existing operations for Fiscal ~~2024~~2025 and increase ~~the~~ the volume of shipments to customers. We cannot assure the reader that additional financing will be available nor that the commercial ~~targets~~ targets will be met in the amounts required to keep the business operating. The issuance of additional shares of equity in connection with such financing could dilute the interests of our existing stockholders, and such dilution could be substantial. If we cannot raise the needed funds, we will also be forced to make further substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and ultimately our viability as a company.

Between July 2017 and March 2022, the Company was engaged in litigation with a former director, Robert Kopple, relating to more than $13 million and the current equivalent of the approximately 23 million warrants, exercisable for seven years at a price of $0.10 per share, which Mr. Kopple and his affiliated entities (collectively the “Kopple Parties”) claimed should have been originally issued to them pursuant to various agreements with the Company entered to between 2013-2016. In March 2022, the Company reached a settlement with the Kopple Parties that resolved all claims asserted against the Company without any admission, concession or finding of any fault, liability or wrongdoing on the part of the Company. Under the terms of the settlement, the Company agreed to pay an aggregate amount of $10 million over a period of seven years, including $3 million initial payment to be paid in June 2022. $150 was paid in June 2022, and the balance of the initial payment of $2.85 million was extended to May 29, 2023. In exchange for the extension, the Company was required to pay $165,000 in extension and forbearance fees in cash and $430,000 in accrued forbearance fees. Beginning in January 2023, interest accrues on the unpaid balance at a rate of 6%, compounded annually. All amounts, including all accrued interest and deferred fees, are to be paid no later than eight years from the date of the initial payment. The Kopple Parties have also received seven-year warrants to purchase up to an aggregate of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment obligations under the settlement.

31During the year ended February 29, 2024, the note was amended multiple times to extend the payment dates of the balance of the initial payment of $2,850, originally due in June 2022, and the first installment payment of $1,000, originally due in June 2023 (collectively, the “past due principal”). As a result of these amendments, the Company incurred additional extension and forbearance fees totaling $450 and adjustment to principal balance of $23 that was recorded as part of interest expense. As of February 29, 2024, outstanding principal balance amounted to $10,938, including the $3,850 past due principal (see below).

We consider the transactions described above with Mr. Kopple to be related party transactions.

See “Item 3. Legal Proceedings” and “Part IV, Item 15, Note 9 and Note 17 to the Financial Statements” included elsewhere in this Annual Report on Form 10-K for information regarding the dispute and settlement with Mr. Kopple regarding these transactions.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item 7A.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements at page F-1.

3229

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

For the year ended February 2829, ~~2023~~2024, there were no disagreements or any reportable events to disclose.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15I and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our President and Chief Financial Officer concluded as of February 2829, ~~2023~~2024, that our disclosure controls and procedures were effective..

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of February 2829, ~~2023~~2024. In making these assessments, ~~management~~ management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on these assessments, and on those criteria, the Company’s management concluded that as of February 2829, ~~2023~~2024, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Remediation of Prior Material Weaknesses

We previously identified and disclosed in our Form 10-K filed for the year ended February 28, 2022, as well as, in our subsequent quarterly reports, a deficiency in internal control over financial reporting that existed relating to (1) ineffective controls over transactions for debt issuances to provide for review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally accepted accounting principles and properly reflected in the financial results; and (2) ineffective controls over transactions for issuances of common stock, options, and warrants to provide for review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally accepted accounting principles and properly reflected in the financial results. We increased our personnel resources and technical accounting expertise within the accounting function with the hiring of a new Chief Financial Officer in 2022. We intend to hire one or more additional personnel for the finance and accounting function which will provide additional manpower to perform timely and complete reviews of debt and equity transactions consistent with control objectives to further improve our personnel resources and technical accounting expertise. We have prepared written policies and procedures for accounting and financial reporting, establishing a formal process to account for all transactions, including equity and debt transactions. We plan to continue adding additional policies to further enhance reporting controls and procedures. We have upgraded our existing financial system to a more robust enterprise resource planning and financial reporting system. We plan to incorporate the processes specific to the new system into the aforementioned written procedures during the coming fiscal year. As a result of these actions, as described below, the management team has concluded that the material weaknesses identified for the year ended February 28, 2022, have been remediated as of February 28, 2023.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal year ended February 2829, ~~2023~~2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting~~, other than the improvements noted above~~.

Inherent Limitations on Effectiveness of Controls

The Company does not expect that its disclosure controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

ITEM 9B. OTHER INFORMATION

None

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

In March 2019, stockholders of the Company controlling a majority of the outstanding shares of the Company’s common stock delivered signed written consents to the Company removing Ronald Buschur, William Anderson, and Si Ryong Yu as members of the Company’s Board and electing Ms. Cipora Lavut, Mr. David Mann, and Dr. Robert Lempert as directors of the Company in their stead. As a result of Aura’s refused to recognize the legal effectiveness of the consents, in April 2019, stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the consents. On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr. As a result of prior management’s unsuccessful opposition to this stockholder action filed in the Court of Chancery, such stockholders may be potentially entitled to recoup their litigation costs from the Company under Delaware’s corporate benefit doctrine and/or other legal provisions. To date, no final determination has been made as to the amount of recoupment, if any, to which such stockholders may be entitled.

In July 2019 the employment of Melvin Gagerman was terminated. (See Item 3, Legal Proceedings for more information.) Also in July 2019, the Board of Directors appointed Ms. Lavut to succeed Mr. Gagerman as President of Aura, appointed Mr. Mann to succeed Mr. Gagerman as Chief Financial Officer of the Company, and appointed Dr. Lempert Secretary of Aura. In February 2022, the Board of Directors appointed Mr. Steven Willett to succeed Mr. Mann as the Company’s Chief Financial Officer. Mr. Mann remains on the Board of Directors.

The following table sets forth the names, ages, and offices of all our current directors and executive officers. Our officers are appointed by, and serve at the pleasure of, the Board of Directors. The stockholders at the annual meeting elect our directors to serve until the next meeting.

Name	Age	Title
Gary Douglas (1)	7576	Director, Member of the Audit Committee
Salvador Diaz-Verson, Jr. (1)	6465	Director, Chairman of the Audit Committee
David Mann (2), (3)	5152	Director, Chairman of the Compensation Committee, Member of the Nominating Committee and Member of the Audit Committee, former Chief Financial Officer
Cipora Lavut (2)	6768	President, Chairman of the Board, Member of Nominating Committee and Member of the Compensation Committee
Robert Lempert (2)	7980	Secretary, Director, Chairman of the Nominating Committee and Member of the Compensation Committee
Steven Willett (4)	65	Chief Financial Officer
Gary Campbell (4)	57	Chief Financial Officer

(1) Mr. Douglas and Mr. Diaz-Verson, Jr. were appointed to the Board of Directors on March 29, 2018, by the written consent of stockholders holding a majority of the Company’s shares.

(2) In March 2019, stockholders of the Company controlling a combined total of more than 27.5 million shares delivered signed written consents to the Company electing Ms. Lavut, Mr. Mann and Dr. Lempert to the Company’s Board of Directors. Because of Aura’s refusal to recognize the legal effectiveness of the consents, in April 2019 the stockholders filed suit in the Court of Chancery of the State of Delaware seeking an order confirming the validity of the elections. On July 8, 2019, the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent. In July 2019, the Board of Directors appointed Ms. Lavut President and Chairman of the Board, appointed Mr. Mann as Chief Financial Officer and appointed Dr. Lempert as Secretary.

(3)

On February 14, 2022, Mr. Mann resigned as Chief Financial Officer.

(4) On ~~February~~August 1415, ~~2022~~2023, Mr. ~~Willett~~Campbell was appointed as Chief Financial Officer.

3531

Biographical information with respect to our current directors and executive officer is provided below.

Salvador Diaz-Versón, Jr. Mr. Diaz-Versón, Jr. was elected as a director on March 29, 2018. Previously, he served as a director of the Company from 1997-2005 and again from June 2007 until January 2018. Mr. Diaz-Versón, Jr. is the founder, Chairman and President of Diaz-Verson Capital Investments, Inc., and was a registered investment advisor with the Securities and Exchange Commission until 2009. Mr. Diaz-Versón, Jr. served as President and member of the board of directors of American Family Corporation (AFLAC, INC.) from 1976 until 1992. Mr. Diaz-Versón, Jr. served as President and Chief Investment Officer of American Family Life Assurance Company, a subsidiary of AFLAC, Inc. He is currently Chairman of Miramar Securities. Mr. Diaz-Versón, Jr. has received two presidential appointments to the Christopher Columbus Fellowship Foundation; first by President George H.W. Bush in 1992 and subsequently by President Clinton in 2000. Mr. Diaz-Versón, Jr. is a trustee of the Florida State University Foundation and is a national trustee of the Boys and Girls Club of America. He also serves as a trustee of Clark Atlanta University. Mr. Diaz-Versón, Jr. is a graduate of Florida State University and was selected as a director in view of his lengthy experience in managing companies and his knowledge of capital investments.

Gary Douglas. Mr. Douglas was elected as a director on March 29, 2018. Mr. Gary Douglas has a BBA in Management degree, with extensive experience in cooperate communication and investment banking. He is a principal in Douglas Strategic Communications LLC, a marketing strategy and communications consultancy, and Ex officio Chairman of Picture Marketing, Inc., a digital marketing company. Mr. Douglas also formally served as Chief Marketing Officer of O’Melveny Consulting LLP, a unit of a global law firm. He also served as President of SP/Hambros America and Division President of Geneva Learning Systems and Group Vice President of Business Development for the five Geneva Companies, both SP/Hambros and The Geneva companies were middle market investment bankers. Mr. Douglas brings to the Board extensive experience in cooperate communication and investment banking.

Cipora Lavut. Ms. Lavut was one of Aura’s original founding members. From 1987 to 2002 Ms. Lavut served on Aura’s Board and as a Senior Vice President. During this period, Ms. Lavut was instrumental to Aura receiving large contracts from The Boeing Company, Litton Industries and the United States Air Force. Ms. Lavut also provided critical investor relations and marketing support during this time. Ms. Lavut left Aura in 2002. Ms. Lavut presently provides marketing and business consulting to a variety of retail and service-oriented businesses. She holds a B.A. Business degree from California State University, Northridge.

Robert Lempert. Dr. Lempert graduated from the University of Pennsylvania and conducted his residency at the Albert Einstein Medical Center in Philadelphia. Dr. Lempert also served as a Captain in the U.S. Army and previously served on the Company’s Board from November 28, 2017 (when he was appointed by the then-Board to fill one of the two existing vacancies) until January 11, 2018. Dr. Lempert has been a significant investor, shareholder and an active advocate of Aura’s technology for more than 20 years.

David Mann. Mr. Mann has been Vice President of Marketing for Mann Marketing, a manufacturing and import company, since 1990 and the Vice President of Sales of that company since 2007. From 2000 until 2007, Mr. Mann also served as Vice President of Operations. Mr. Mann has extensive experience dealing with all aspects of marketing and sales, as well as suppliers in both North America and China. Mr. Mann has been an investor in the Aura since 2007 and previously served as a director of the Company from November 28, 2017 (when he was appointed by the then-Board to fill one of the two existing vacancies) until January 11, 2018. Mr. Mann holds a degree in Business Administration from College St. Laurent, Montreal, Canada.

Steven Willett. Mr. Willett was previously employed by Govino, LLC, where he has served as CFO and Vice President of Finance since 2017. From 2014 to 2017, Mr. Willett served as Director of Finance for the Americas of Identiv, Inc., and prior to that, as Director of Finance of aerospace & defense contractor Trex Enterprises Corporation. Mr. Willett holds a Bachelor of Science degree in accounting from the University of Massachusetts and an M.B.A. with a concentration in finance from Bentley University McCallum Graduate School of Business.32

36Gary Campbell. Mr. Campbell has a BA degree in Business & Finance from University of Western Ontario in Canada. He has obtained a professional CPA designation in both Canada and the USA. He spent 8 years in audit working for E&Y and Withey Addison in Canada. He has international business exposure in the reinsurance industry as VP of Finance for American Safety Insurance while living in Bermuda. He served as CFO for both a private boarding school and a payroll outsourcing company while living in Hawaii. Since moving to California 11 years ago, he has been doing contract work for many different industries as Controller or fractional CFO. Prior to joining Aura Systems Inc., he spent 4 years as the Controller for the public company Charlie’s Holdings Inc., which sells its products in 80 different countries.

Delinquent Section 16(a) Reports

Our shares of common stock are registered under the Securities Exchange Act of 1934, and therefore our executive officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, no executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports during the years ended February 2829, ~~2023~~2024, and February 28, ~~2022~~2023.

Code of Ethics

We have adopted a Code of Ethics applicable to the Company’s Chief Executive Officer, Chief Financial Officer and all other members of the Company’s Finance Department. This Code of Ethics is posted on the Company’s website within a broader Code of Business Conduct and Ethics at www.aurasystems.com in the Investor Relations section. We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or a waiver from, the provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of such provision of our Code of Ethics by posting such information on our website within four business days of the date of such amendment or waiver. In the case of a waiver, the nature of the waiver, the name of the person to whom the waiver was granted and the date of the waiver will also be disclosed.

Family Relationships

None of our directors or executive officers is related to one another.

Committees of the Board of Directors

The Board maintains the following committees to assist it in discharging its oversight responsibilities.

Audit Committee. The Audit Committee does not have a formal charter but is responsible primarily for overseeing the services performed by our independent registered public accounting firm, evaluating our accounting policies and system of internal controls, and reviewing our annual and quarterly reports before filing with the Securities and Exchange Commission. The current members of the Audit Committee are Mr. Salvador Diaz Versón Jr., Mr. David Mann and Mr. Gary Douglas. The Board of Directors has determined that the Audit Committee does not have a member who is an “audit committee financial expert” as such term is defined by the rules and regulations of the Securities and Exchange Commission. While the Board recognizes that the Board members serving on the Audit Committee do not meet the qualifications required of an “audit committee financial expert,” the Board believes that the appointment of a new director to the Board of Directors and to the Audit Committee at this time is not necessary as the level of financial knowledge and experience of the current member of the Audit Committee, including such member’s ability to read and understand fundamental financial statements, is sufficient to adequately discharge the Audit Committee’s responsibilities

Compensation Committee. The Compensation Committee does not have a formal charter but reviews and recommends to the full Board the amounts and types of compensation to be paid to the Chairman and Chief Executive Officer; reviews and approves the amounts and types of compensation to be paid to our other executive officers and the non-employee directors; reviews and approves, on behalf of the Board, salary, bonus and equity guidelines for our other employees; and administers our equity plans. The Compensation Committee is currently comprised of Mr. David Mann, Ms. Cipora Lavut and Dr. Robert Lempert.

Nominating Committee. The Nominating Committee does not have a formal charter but assists the Board in identifying qualified individuals to become directors, determines the composition of the Board and its committees, monitors the process to assess the Board’s effectiveness and helps develop and implement our corporate governance guidelines. The Nominating Committee also considers nominees proposed by stockholders. The Nominating Committee currently consists of Mr. David Mann, Ms. Cipora Lavut and Dr. Robert Lempert.

Director Compensation

Although we do not currently compensate our directors in cash for their service as members of our Board of Directors, the Board may, in its discretion, elect to compensate directors for attending Board and Committee meetings and to reimburse directors for out-of-pocket expenses incurred in connection with attending such meetings. Additionally, our directors are eligible to receive stock options under the 2011 Directors and Executive Officer Stock Option Plan.

During Fiscal 2024, no stock compensation was awarded to any of the Company’s directors.

During Fiscal 2023, no stock compensation was awarded to any of the Company’s directors.

~~During Fiscal 2022, no stock compensation was awarded to any of the Company’s directors.~~34

ITEM 11. EXECUTIVE COMPENSATION

The following table sets ~~forth~~ forth the compensation earned by or paid to the principal executive officer and the named executive officers during the Fiscal years ended February 28 29, ~~2023~~2024 and February 28, ~~2022~~2023.

2022 Summary Compensation Table

	Fiscal		~~Salary~~	Salary			~~Option Awards~~	Option Awards		~~Non-Equity Incentive Compensation~~	Non-Equity Incentive Compensation		~~All Other Compensation~~	All Other Compensation		~~Total~~	Total
Name and Principal Position	Year		~~($)~~	($)			~~($)~~	($)		~~($)~~	($)		~~($)~~	($)		~~($)~~	($)
Cipora Lavut	~~2023~~	2024		~~269,315~~	~~(2)~~204,713	(1)		-	-		-	-		-	-		~~269,315~~	204,713
President	~~2022~~	2023		~~144,750~~	~~(1)~~269,315	(2)		-	-		-	-		~~100,000~~	~~(3)~~		~~244,750~~	269,315
Steven Willett	2023			160,000				-			-			-			160,000
Gary Campbell		2024			94,154	(3)			-			-			-			94,154
Chief Financial Officer	~~2022~~			~~6,154~~	~~(3)~~			-			-			-			~~6,154~~

(1)	For Fiscal ~~2022~~2024, Ms. Lavut has been accruing an annual salary of $250,000 and has been paid $~~144~~204,~~750~~713 in cash over the same period, deferring the balance.
(2)	For Fiscal 2023, Ms. Lavut has been accruing an annual salary of $250,000 and has been paid $269,315 in cash over the same period, as she was paid out a portion of her previously deferred wages balance.
(3)	For Fiscal 2024, Mr. ~~Willett~~Campbell began serving as Chief Financial Officer in ~~February~~August ~~2022~~2023. The amount in the table ~~for Fiscal 2022~~ represents the pro rata compensation received for the ~~two~~seven-~~week~~month period since his appointment.

Outstanding Equity Awards at ~~2023~~2024 Fiscal Year-End

The Board of Directors and Executive Officers have been granted various options to acquire the Company’s common stock under the Company’s 2011 Directors and Executive Officers Stock Option Plan (the “2011 Plan”) as detailed in the table below. All of these options were outstanding as of February 2829, ~~2023~~2024.

	Stock Options & Warrants Outstanding		Weighted Average Remaining Contractual Life in Years		Weighted Average Exercise Price of Options & Warrants Outstanding
Cipora Lavut, President and Board Chair		750,000		2.67	$	0.42
Salvador Diaz-Verson, Jr., Director		1750,~~092,857~~000		1.77	$	0.61
Gary Douglas, Director		~~700~~500,000		1.82	$	0.58
David Mann, Director		400,000		2.32	$	0.25
Robert Lempert, Director		~~350~~360,000		2.26	$	0.25

Option Exercises and Stock Vesting During Fiscal ~~2023~~2024

No stock options were exercised during Fiscal ~~2023~~ 2024 by the individuals named in the Summary Compensation Table.

No stock options were granted nor was there any vesting of previously granted stock options during Fiscal ~~2023~~2024 related to the individuals named in the Summary Compensation Table.

Option Exercises and Stock Vesting During Fiscal ~~2022~~2024

No stock options were exercised during Fiscal ~~2022~~2024 or Fiscal 2023 by the individuals named in the Summary Compensation Table. Also, during Fiscal 2022, stock options granted in Fiscal 2021 became fully vested. On December 10, 2020, the Board of Directors approved the grant of an aggregate total of 1,000,000 options to acquire the Company’s common stock to four of the five current Board members in varying amounts for services provided outside of standard Board responsibilities under the Company’s 2011 Plan. The options were granted with pro rata monthly vesting over a one-year vesting period, with a five-year expiration term, and with an exercise price of $0.25 per option share. ~~The Company recognized approximately $128,000 of share-based compensation expense for the vesting of the Directors’ common stock options in Fiscal 2022.~~

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Employment Contracts, Termination of Employment Contracts and Change in Control Arrangements

We do not currently have any employment agreements with any of our Named Executive Officers.

Potential Payments to the Named Executive Officers Upon Termination or Change in Control

None of the named executive officers is entitled to any payments or benefits upon termination, whether by change in control or otherwise, other than benefits available generally to all employees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, to the extent of our knowledge, certain information regarding our common stock owned as of ~~June~~February 3029, ~~2020~~2024 (i) by each person who is known to be the beneficial owner of more than 5% of our outstanding common stock, (ii) by each of our Directors and the named executive officers in the Summary Compensation Table, and (iii) by all Directors and current executive officers as a group:

Beneficial Ownership Table
Beneficial Owner (1)	Number of Shares of Common Stock		Percent of Common Stock
Salvador Diaz-Verson, Jr. (2)		1819,~~162,607~~750		~~1.2~~*	%
Gary Douglas (3)		~~700~~500,000		*	%
Cipora Lavut (4)		2,639,660		2.85	%
Robert Lempert (5)		~~497~~507,343		*	%
David Mann (6)		1,811,931		1.97	%
Steven Willett (7)		150		*	%
Gary Campbell (7)		197,453		*	%
All current executive officers and Directors as a group (six) (2) (3) (4) (5) (6) (7)		6,~~811~~476,~~691~~137		76.0	%
5% Stockholders
Warren Breslow (8)		9,~~655~~733,~~759~~163		9.91	%
Elimelech Lowy (9)		5,018,252		5.3	%
BetterSea LLC (9)		9,179,912		8.8	%
BetterSea LLC (10)		9,179,912		9.7	%
Robert Kopple (10)		6,005,469		5.6	%
Robert Kopple (11)		6,005,469		6.1	%

*	Less than 1% of outstanding shares

(1)	Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission. The calculation of the percentage of beneficial ownership is based upon 94104,~~648~~591,~~346~~648 shares of common stock outstanding on February 2829, ~~2023~~2024. In computing the number of shares beneficially owned by any stockholder and the percentage ownership of such stockholder, shares of common stock which may be acquired by a such stockholder upon exercise or conversion of warrants or options which are currently exercisable or exercisable within 60 days of February 2829, ~~2023~~2024, are deemed to be exercised and outstanding. Such shares, however, are not deemed outstanding for purposes of computing the beneficial ownership percentage of any other person. Shares issuable upon exercise of warrants and options which are subject to stockholder approval are not deemed outstanding for purposes of determining beneficial ownership. Except as indicated by footnote, to our knowledge, the persons named in the table above have the sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The mailing address for each of the officers and directors is c/o Aura Systems, Inc., 20431 North Sea, Lake Forest, CA 92630.
(2)	Includes 1750,~~092,857~~000 warrants exercisable within 60 days of February 2829, ~~2023~~2024.
(3)	Includes ~~700~~500,000 warrants exercisable within 60 days of February 2829, ~~2023~~2024
(4)	Includes 750,000 warrants exercisable within 60 days of February 2829, ~~2023~~2024.
(5)	Includes warrants to purchase ~~350~~360,000 shares exercisable within 60 days of February 2829, ~~2023~~2024.
(6)	Includes warrants to purchase 400,000 shares exercisable within 60 days of February 2829, 2023, as well as 1,411,931 shares, 979,204 of which Mr. Mann has sole dispositive power and approximately 432,727 of which, Mr. Mann holds a power of attorney to vote such shares.
(7)	Includes common shares only as of February 2829, ~~2022~~2024.
(8)	Includes the right to convert $3,000,000 and accrued interest of $~~712~~863,~~911~~322 convertible note payable to 2,~~652~~759,~~079~~516 common shares at a conversion price of $1.40.
(9)	Includes ~~5,018,252~~ common shares, ~~which~~only ~~Mr.~~as ~~Lowy~~of ~~has~~February ~~sole~~29, ~~dispositive power~~2024.
(10)	Includes ~~common~~warrants to purchase 3,331,664 shares ~~only~~exercisable aswithin 60 days of February 2829, ~~2022~~2024.
(11)	Includes warrants to purchase 3,331,664 shares exercisable within 60 days of February 28, 2023.

3936

Securities Authorized for Issuance Under Equity Compensation ~~Plans~~ Plans as of February 2829, ~~2023~~2024

Equity Compensation Plan Information as of February 2829, ~~2023~~2024

	a.		b.		c.
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price for Options, Warrants and Rights		Number of Securities For Future Issuances Under Equity Compensation Plans (Excluding Securities Reflected in Column (a.)
Equity compensation plans approved by equity holders		3,292,857	$	0.48		10,904,394
Equity compensation plans not approved by equity holders		1,500,000	$	0.50		-

(1) Reflects options under the 2006 Stock Option Plan and the 2011 Stock Option Plan, of which both were approved by Company shareholders. Additionally, it includes options which were authorized by the Board but cannot be issued until the proposal for renewal of the employee stock option plan is approved by the shareholders. The 2006 Stock Option Plan authorizes the Company to grant stock options exercisable for up to an aggregate number of shares of common stock equal to the greater of (i) 10,000,000 shares of common stock, or (ii) 10% of the number of shares of common stock outstanding from time to time. The 2011 Stock Option Plan authorizes the Company to grant stock options or warrants to executive officers and directors exercisable for up to an aggregate number of shares equivalent to 15% of the number of shares of common stock outstanding from time to time. The numbers in this table are as of February 2829, ~~2023~~2024 (See Note 13 to the Financial Statements).

For additional information regarding options and warrants, see Note 13 to our financial statements appearing elsewhere in this report.

Review and Approval of Related Party Transactions

Our Audit Committee is responsible for the review and approval of all related party transactions required to be disclosed to the public under SEC rules. This procedure has been established by our Board of Directors in order to serve the interests of our shareholders. Related party transactions are reviewed and approved by the Audit Committee on a case-by-case basis. Under existing, unwritten policy no related party transaction can be approved by the Audit Committee unless it is first determined that the terms of such transaction is on terms no less favorable to us than could be obtained from an unaffiliated third party on an arms-length basis and is otherwise in our best interest.

Director Independence

Using the definition of “independence” included in the listing rules of The Nasdaq Stock Market, our Board has determined that Salvador Diaz-Versón, Jr. and Gary Douglas are both independent directors.

4037

ITEM 14. PRINCIPAL ACCOUNTING FEES AND DISCLOSURES

Weinberg & Company, P.A. (“Weinberg”) was engaged to be the Company’s principal accountant and auditor in April 2022. ~~Prior to the engagement of Weinberg, BF Borgers, CPA, PC (“BFB CPA”) served as the Company’s principal accountant and auditor.~~ The following table sets forth the aggregate fees billed to us by Weinberg for the year ended February 2829, ~~2023~~2024, and ~~by BFB CPA~~ for the year ended February 28, ~~2022~~2023:

	Year Ended
(amounts in thousands)	February 2829, ~~2023~~2024		February 28, ~~2022~~2023
Audit Fees	$	~~134~~89	$	55134
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total	$	~~134~~89	$	55134

As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those Fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Audit Fees

Services provided to us by Weinberg with respect the audit of our annual financial statements and review of our annual report on Form 10-K for the year ended February 28, ~~2022~~2023, and for reviews of the financial statements which are included in our quarterly reports on Form 10-Q for the first three quarters of the year ended February 2829, ~~2023~~2024.

Services provided to us by BFB CPA with respect the audit of our annual financial statements and review of our annual reports on Form 10-K for February 28, 2021, and for reviews of the financial statements which are included in our quarterly reports on Form 10-Q for the first three quarters of the years ended February 28, 2022.

Audit Related Fees

Weinberg did not provide ~~any~~ any professional services to us during Fiscal 2024 or Fiscal 2023 which would constitute “audit related fees”.

BFB CPA did not provide any professional services to us during Fiscal 2022 which would constitute “audit related fees”.

Tax Fees

Weinberg did not provide ~~any~~ any professional services to us during Fiscal 2024 or Fiscal 2023 which would constitute “tax fees”.

BFB CPA did not provide any professional services to us during Fiscal 2022 which would constitute “tax fees”.

All Other Fees

Weinberg did not provide ~~any~~ any professional services to us during Fiscal 2024 or Fiscal 2023 which would constitute “other fees”.

BFB CPA did not provide any professional services to us during Fiscal 2022 which would constitute “other fees”.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Under the SEC’s rules, the Audit Committee is required to pre-approve the audit and permissible non-audit services performed by the independent registered public accounting firm in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm.

Consistent with the SEC’s rules, the Audit Committee pre-approves all audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The ~~independent~~ independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. During Fiscal ~~2023~~2024 ~~all~~and ~~services provided by Weinberg were pre-approved by the Audit Committee in accordance with this policy. During~~ Fiscal ~~2022~~2023 all services provided by ~~BFB CPA~~ Weinberg were pre-approved by the Audit Committee in accordance with this policy.

There were no hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent Fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

4138

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Form 10-K:

1.	*Financial Statements*

See Index to Financial Statements at page F-1

2.	*Financial Statement Schedules*

See Index to Financial Statements at page F-1

3.	*Exhibits*

See Exhibit Index

ITEM 16. FORM 10-K SUMMARY

None.

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INDEX TO EXHIBITS

Description of Documents

3.1		Amended and Restated Certificate of Incorporation of Aura Systems, Inc. (Incorporated by reference to Exhibit 3.1 to Aura Systems, Inc.’s Form 10-K filed on June 15, 2009)
3.1(a)		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated February 14, 2018 (Incorporated by reference to Exhibit 3.1 to Aura Systems, Inc.’s Current Report on Form 8-K filed on February 21, 2018)
3.2		Amended and Restated Bylaws of Aura Systems, Inc. (Incorporated by reference to Exhibit 3.2 to Aura Systems, Inc.’s Report on Form 10-K filed on June 15, 2009)
10.1*		Aura Systems, Inc. 2006 Stock Option Plan (Incorporated by reference to Exhibit 10.4 to Aura System, Inc.’s Form 10-K filed on March 25, 2008)
10.2*		Form of Aura Systems, Inc. Non-Statutory Stock Option Agreement (Incorporated by reference to Exhibit 10.5 to Aura System, Inc.’s Form 10-K filed on March 25, 2008)
10.3		Second Amendment to Transaction Documents dated March 14, 2017 among Registrant and those persons who have signed the signature page thereto (Incorporated by reference to Exhibit 10.1 to Aura Systems, Inc.’s Quarterly Report on Form 10-Q filed on October 25, 2017)
10.4		Third Amendment to Transaction Documents dated April 8, 2017 among Registrant and those persons who have signed the signature page thereto (Incorporated by reference to Exhibit 10.2 to Aura Systems, Inc.’s Quarterly Report on Form 10-Q filed on October 25, 2017)
10.5		Second Amendment to Debt Refinancing Agreement dated April 9, 2017 by and between Aura Systems, Inc., on the one hand, and Warren Breslow and the Survivor’s Trust Under the Warren L. Breslow Trust, on the other hand (Incorporated by reference to Exhibit 10.3 to Aura Systems, Inc.’s Quarterly Report on Form 10-Q filed on October 25, 2017)
10.6		First Amendment to Unsecured Convertible Promissory Note dated June 15, 2017 by and between the Survivor’s Trust Under the Warren L. Breslow Trust and the Registrant (Incorporated by reference to Exhibit 10.1 to Aura Systems, Inc.’s Quarterly Report on Form 10-Q filed on October 25, 2017)
10.7		Agreement entered into on June 19, 2017 between Aura Systems Inc. and BetterSea LLC (Incorporated by reference to Exhibit 10.1 to Aura Systems, Inc.’s Current Report on Form 8-K/A filed on May 9, 2018)
10.11		Sino-Foreign Cooperative Joint Venture Contract dated January 27, 2017 between Aura Systems, Inc. and Jiangsu AoLunTe Electrical Machinery Industrial Col, Ltd. (Incorporated by reference to Exhibit 10.1 to Aura Systems, Inc.’s Form 8-K filed on February 1, 2017)
10.12*		Aura Systems, Inc. Directors and Executive Officers Stock Option Plan (Incorporated by reference to Exhibit 10.67 to Aura Systems, Inc.’s Form S-1 filed on November 30, 2011)
14.1		Code of Ethics (Incorporated by reference to Exhibit 14.1 to Aura Systems, Inc.’s Annual Report on Form 10-K filed on June 13, 2018)
31.1		CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2		CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to 18 U.S.C. Section 1350
101.INS		Inline XBRL Instance 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 (formatted as Inline XBRL and contained in Exhibit 101)

*	Indicates a management contract or compensatory plan or arrangement.

In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

4340

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.

AURA SYSTEMS, INC.

Dated:	May 26, 2023
By:	/s/ Cipora Lavut
	Cipora Lavut
	President

Dated: June 4, 2024

By:	/s/ Cipora Lavut
	Cipora Lavut
	President

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 and on the date indicated.

Signatures	Title	Date
/s/ Cipora Lavut	President (Principal Executive Officer), Board Chair	~~May~~June 264, ~~2023~~2024
Cipora Lavut
/s/ Steven Willett	Chief Financial Officer (Principal Financial Officer)	May 26, 2023
/s/ Gary Campbell	Chief Financial Officer (Principal Financial Officer)	June 4, 2024
Steven Willett
Gary Campbell
/s/ David Mann	Director	~~May~~June 264, ~~2023~~2024
David Mann
/s/ Robert Lempert	Director	~~May~~June 264, ~~2023~~2024
Robert Lempert
/s/ Gary Douglas	Director	~~May~~June 264, ~~2023~~2024
Gary Douglas
/s/ Salvador Diaz-Verson, Jr.	Director	~~May~~June 264, ~~2023~~2024
Salvador Diaz-Verson, Jr.

4441

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 572)		F-2
Financial Statements of Aura Systems, Inc.:
Balance Sheets as of February 28, 2023 and February 28, 2022		F-4
Balance Sheets as of February 29, 2024 and February 28, 2023		F-4
Statements of Operations - Years ended February 28, 2023 and February 28, 2022		F-5
Statements of Operations - Years ended February 29, 2024 and February 28, 2023		F-5
Statements of Stockholders’ Deficit - Years ended February 28, 2023 and February 28, 2022		F-6
Statements of Stockholders’ Deficit - Years ended February 29, 2024 and February 28, 2023		F-6
Statements of Cash Flows - Years ended February 28, 2023 and February 28, 2022		F-7
Statements of Cash Flows - Years ended February 29, 2024 and February 28, 2023		F-7
Notes to Financial Statements		F-8 to F-2426

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Aura Systems, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Aura Systems, Inc. (the “Company”) as of February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023, the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, 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 February 28 29, ~~2023~~2024, and ~~2022~~February 28, 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, during the year ended February 2829, ~~2023~~2024, the Company incurred a net loss ~~and~~of $4.2 million, used cash in operations of $3 million, and at February 2829, ~~2023~~2024, had a stockholders’ deficit of $21.5 million. In addition, at February 2829, ~~2023~~2024, notes payable and related accrued interest with an aggregate balance of $6.27 million have reached maturity and are past due. These matters 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 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. 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 matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

F-2

~~Troubled~~Going ~~debt~~Concern ~~restructuring~~Analysis

As described in Note 91 to the financial statements, infor ~~March~~the ~~2022,~~year ~~the~~ended ~~Company~~February ~~signed~~29, an2024, ~~agreement~~the ~~with~~Company recorded a ~~noteholder~~net toloss ~~settle~~of ~~past~~$4.2 ~~due~~million, ~~notes~~used ~~payable~~cash ~~and~~in ~~accrued~~operations ~~interest~~of ~~aggregating~~ $~~12.1~~ 3 million, byand ~~the~~at ~~issuance~~February 29, of2024, had a ~~new~~stockholders’ ~~restructured~~deficit ~~note~~of ~~payable for~~ $1021.5 million. AsIn ~~part~~addition, ofat ~~the~~February ~~agreement~~29, ~~the~~2024, ~~Company~~notes ~~also~~payable ~~issued~~and ~~warrants~~related accrued interest with aan ~~fair~~aggregate ~~value~~balance of $16.17 million tohave ~~the~~reached ~~noteholder.~~maturity ~~Management~~and ~~assessed~~are ~~the~~past ~~settlement~~due. ~~agreement~~The ~~and~~conditions ~~determined~~described ~~that~~in ~~the~~Note ~~accounting~~1 raise substantial ~~guidance~~doubt ~~under~~regarding ~~troubled~~the ~~debt~~Company’s ~~restructuring~~ability ~~should~~to ~~apply~~continue as ~~the~~a ~~Company~~going ~~was~~concern ~~experiencing~~for ~~financial~~a ~~difficulties~~period ~~and~~of at least one year from the ~~noteholder~~date ~~granted~~of issuance aof ~~concession~~the financial statements.

We identified the ~~accounting~~going ~~for~~concern ~~the~~analysis ~~troubled~~and ~~debt~~evaluation ~~restructuring~~of the related disclosures as a critical audit matter because of the significant judgements and assumptions made by management in ~~the~~developing ~~application~~its ofcash ~~troubled debt~~flow ~~restructuring~~forecast ~~accounting~~ and the ~~valuation~~risk of ~~the~~bias ~~notes~~in ~~payable,~~management’s ~~accrued~~judgments ~~interest,~~ and ~~warrants.~~assumptions ~~This~~in ~~required~~estimating these cash flows. There was a high degree of auditor judgement and subjectivity in performing our procedures to ~~assess~~evaluate the reasonableness of ~~management’s~~the ~~conclusions~~cash flow forecast.

The primary procedures we performed ~~related~~ to ~~the~~address this ~~troubled~~critical ~~debt~~audit ~~restructuring~~matter included:

● We obtained ~~supporting agreements, and inquired of~~ management’s tocash ~~gain~~flow anforecast ~~understanding of the relevant facts~~ and ~~circumstances~~evaluated ~~related to~~ the ~~troubled~~reasonableness ~~debt restructuring. ● We agreed amounts~~ of the ~~past~~cash ~~due~~flow ~~notes~~forecast ~~and~~by ~~accrued~~comparing ~~interest~~it to ~~supporting~~historical ~~schedules.~~operating ●results, Weconsidering ~~recalculated the fair value of the warrants issued. ● We evaluated~~ management’s ~~accounting~~ability ~~conclusions~~to ~~regarding~~accurately ~~the~~forecast ~~troubled~~and ~~debt~~perform ~~restructuring.~~sensitivity ●analysis Weon ~~assessed~~revenue, ~~the~~cash ~~sufficiency~~expenditures ofand ~~management’s disclosures related to the troubled debt restructuring~~commitments.

●

We performed sensitivity analyses on the projected revenue and operating margins used in the Company’s cash flow forecast to evaluate the impact on the conclusions reached by management.

●

We assessed the appropriateness and sufficiency of the disclosures included within the financial statements relating to liquidity and going concern and compared to other audit evidence obtained to determine whether such information is consistent with the Company’s disclosures.

We have served as the Company’s auditor since 2022.

/s/ Weinberg & Company, P.A.

Los Angeles, California

~~May~~June 264, ~~2023~~ 2024

F-3

AURA SYSTEMS, INC.

BALANCE SHEETS

	February 28, 2023			February 28, 2022
	February 29, 2024			February 28, 2023
(amounts in thousands, except share data)
Assets
Current assets
Cash and cash equivalents	$	15124		$	~~150~~15
Inventories		~~155~~20			~~144~~155
Prepaid and other current assets		~~142~~175			~~256~~142
Total current assets		~~312~~319			~~550~~312
Property and equipment, net		~~461~~378			~~485~~461
Operating lease right-of-use asset		~~816~~607			~~1,000~~816
Security deposit		160			160
Total assets	$	1,~~749~~464		$	21,~~195~~749
Liabilities and Shareholders’ Deficit
Current liabilities
Accounts payable (including $226 and $209 due to related party, respectively)	$	2,317		$	1,582
Accounts payable and accrued expenses (including $223 and $226 due to related party, respectively)	$	2,625		$	2,758
Accrued expenses (including $1,145 and $750 due to related party, respectively)		1,830			1,692
Accrued interest (including $2,076 and $1,145 due to related party, respectively)		2,598			1,471
Customer advances		~~454~~447			~~440~~454
Notes payable, current portion		92119			9892
Convertible notes payable, current portion-past due		1,~~403~~508			1,403
Convertible note payable-related party-past due		3,~~000~~020			3,000
Notes payable-related parties, current portion (includes $700 past due)		4,~~714~~632			124,~~996~~632
Operating lease liability, current portion		~~207~~238			~~180~~207
Derivative warrant liability		9-			~~828~~9
Total current liabilities		1415,~~026~~187			2214,~~219~~026
Notes payable, net of current portion		~~256~~286			~~328~~256
Note payable-related party, net of current portion		7,~~065~~088			-7,065
Operating lease liability, net of current portion		~~660~~423			~~867~~660
Total liabilities		22,~~007~~984			2322,~~414~~007
Commitments and contingencies		-			-
Shareholders’ deficit
Common stock: $0.0001 par value; 150,000,000 shares authorized; 94,648,346 and 83,119,104 issued and outstanding at February 28, 2023 and February 28, 2022, respectively.		9			8
Common stock: $0.0001 par value; 150,000,000 shares authorized; 104,591,648 and 94,648,346 issued and outstanding at February 29, 2024 and February 28, 2023, respectively.		10			9
Additional paid-in capital		~~454~~457,~~507~~460			~~450~~454,~~137~~507
Accumulated deficit		(~~474~~478,~~774~~990	)		(~~471~~474,~~364~~774	)
Total shareholders’ deficit		(2021,~~258~~520	)		(2120,~~219~~258	)
Total liabilities and shareholders’ deficit	$	1,~~749~~464		$	21,~~195~~749

See accompanying notes to these financial statements.

F-4

AURA SYSTEMS, INC.

STATEMENTS OF OPERATIONS

	Fiscal Years Ended
	February 28, 2023			February 28, 2022
	February 29, 2024			February 28, 2023
(amounts in thousands, except share and per share data)
Net revenue	$	7156		$	~~100~~71
Cost of goods sold		88193			~~124~~88
Gross loss		(17137	)		(2417	)
Operating expenses:
Engineering, research and development (including $150 and $138 to related party, respectively)		850			611
Engineering, research and development (including $151 and $150 to related party, respectively)		750			850
Selling, general and administration		21,~~636~~873			2,~~795~~636
Total operating expenses		32,~~486~~623			3,~~406~~486
Loss from operations		(32,~~503~~760	)		(3,~~430~~503	)
Other income (expense):
Interest expense, net (including $545 and $981 to related parties, respectively)		(727	)		(1,271	)
Interest expense, net (including $1,064 and $545 to related parties, respectively)		(1,465	)		(727	)
Gain on extinguishment of derivative warrant liability		~~237~~-			61237
Change in fair value of derivative warrant liability		~~582~~9			~~477~~582
Gain on extinguishment of PPP loans		-			167
Other income		-			1
Gain on debt settlement		-			4
Net loss	$	(4,216	)	$	(3,410	)
Other income		1			-
Basic and diluted loss per share	$	(0.04	)	$	(0.04	)
Net loss	$	(3,410	)	$	(3,992	)
Basic and diluted weighted-average shares outstanding		99,379,779			88,947,803
Basic and diluted loss per share	$	(0.04	)	$	(0.05	)
Basic and diluted weighted-average shares outstanding		88,947,803			76,805,616

See accompanying notes to these financial statements.

F-5

AURA SYSTEMS INC.

STATEMENTS OF SHAREHOLDERS’ DEFICIT

(in thousands, except share data)

	Common Stock Shares		Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
Balance, February 28, 2021 (As Restated)		71,103,009	$	7	$	446,249	$	(467,372	)	$	(21,116	)
Balance, February 28, 2022		83,119,104	$	8	$	450,137	$	(471,364	)	$	(21,219	)
Common shares issued for cash		10,199,665		1		2,652		-			2,653
Common shares issued for settlement of debt-related parties		1,571,429		-		550		-			550
Common shares issued for services		245,001		-		74		-			74
Share-based compensation		-		-		612		-			612
Net loss		-		-		-		(3,992	)		(3,992	)
Balance, February 28, 2022		83,119,104		8		450,137		(471,364	)		(21,219	)
Common shares issued for cash		11,529,242		1		3,269		-			3,270
Fair value of warrants issued for note settlement		-		-		1,051		-			1,051
Fair value of warrants issued for services		-		-		50		-			50
Net loss		-		-		-		(3,410	)		(3,410	)
Balance, February 28, 2023		94,648,346	$	9	$	454,507	$	(474,774	)	$	(20,258	)
Common shares issued for cash		9,918,302		1		2,942		-			2,943
Common shares issued for services		25,000		-		6		-			6
Fair value of warrants issued with convertible notes payable		-		-		5		-			5
Net loss								(4,216	)		(4,216	)
Balance, February 29, 2024		104,591,648	$	10	$	457,460	$	(478,990	)	$	(21,520	)

See accompanying notes to these financial statements.

F-6

AURA SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

	Fiscal Years Ended
	February 28, 2023			February 28, 2022
	February 29, 2024			February 28, 2023
(amounts in thousands)
Net loss	$	(34,~~410~~216	)	$	(3,~~992~~410	)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation		78105			1578
Inventory write-down		4123			364
Gain on extinguishment of PPP loans		-			(167	)
Gain on extinguishment of derivative warrant liability, net		-			(237	)
Gain on extinguishment of derivative warrant liability, net		(237	)		(61	)
Change in fair value of derivative warrant liability		(9	)		(582	)
Change in fair value of derivative warrant liability		(582	)		(477	)
Common stock issued for services		6			-
Gain on debt settlement		-			(4	)
Amortization of debt discount		4			-
Common stock issued for services		-			74
Common stock warrants issued for services		-			50
Common stock warrants issued for services		50			-
Share-based compensation		-			612
Changes in operating assets and liabilities:
Inventory		~~(15~~12	)		(8615	)
Prepaid and other current assets		~~114~~(33	)		~~(90~~114	)
Operating lease right-of-use asset		~~184~~209			~~167~~184
Accounts payable and accrued expenses		~~364~~(133	)		~~387~~364
Accrued interest on notes payable		~~492~~1,150			~~1,056~~492
Customer advances		14(7	)		-14
Operating lease liability		(~~179~~206	)		(~~111~~179	)
Cash used in operating activities		(32,~~123~~995	)		(23,~~641~~123	)
Cash used in investing activities:
Purchase of property and equipment		(5422	)		(~~196~~54	)
Cash flows from financing activities:
Proceeds from issuance of common stock		32,~~270~~943			23,~~653~~270
Principal payments of notes payable		(228	)		(147	)
Proceeds from issuance of notes payable		281			-
Proceeds from government assistance loans – PPP loan		-			91
Principal payments of notes payable		(98	)		(228	)
Cash provided by financing activities		3,~~042~~126			23,~~597~~042
Net decrease in cash and cash equivalents		(135	)		(240	)
Net increase (decrease) in cash and cash equivalents		109			(135	)
Cash and cash equivalents-beginning of year		~~150~~15			~~390~~150
Cash and cash equivalents-end of year	$	15124		$	~~150~~15
Cash paid for:
Interest	$	~~166~~185		$	85166
Income taxes	$	-		$	-
Supplemental schedule of non-cash transactions:
Fair value of warrants issued for note settlement	$	1,051		$	-
Fair value of warrants issued for note payable	$	5		$	-
Accounts payable converted into shares of common stock	$	-		$	450
Fair value of warrants issued for note settlement	$	-		$	1,051
Accrued expenses converted into shares of common stock	$	-		$	100
Acquisition of property and equipment with notes payable	$	-		$	288

See accompanying notes to these financial statements.

F-7

AURA SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

Years ended February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023

(In thousands, except share and per share amounts)

NOTE 1 – ORGANIZATION AND OPERATIONS

Aura Systems, Inc., (“Aura”, “We” or the “Company”) a Delaware corporation, ~~was~~is ~~founded~~engaged ~~to engage~~ in the development, commercialization, and sale of products, systems, and components, using its patented and proprietary electromagnetic technology. Aura develops and sells AuraGen® axial flux mobile induction power systems to the industrial, commercial, and defense mobile power generation markets.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying financial statements were issued. During the fiscal year ended February 28 29, ~~2023~~2024, the Company incurred a net loss of ~~approximately~~ $3.4.2 million, ~~and~~used ~~had negative~~ cash ~~flows~~in ~~from~~ operating activities of ~~approximately~~ $3.1 million, and at February 2829, ~~2023~~2024, had a stockholders deficit of ~~approximately~~ $2021.35 million ~~and a working capital deficit of approximately $13~~.7 ~~million.~~ In addition, asat of February 2829, ~~2023~~2024, notes payable and related accrued interest with an aggregate balance of $56.1 7 million ~~and~~have ~~accrued~~reached ~~interest~~maturity ~~of $1.1~~and ~~million~~ are past due. These factors raise substantial doubts about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Subsequent to February 2829, ~~2023~~ 2024, the Company issued 24,~~334~~455,~~847~~600 shares of common stock in exchange for cash proceeds of $~~770~~1.1 million. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan. During the next twelve months we intend to continue to attempt to increase the Company’s sale of our AuraGen®/VIPER products both ~~domestically~~ domestically and internationally and to add to our existing management team. In addition, we plan to continue to rebuild the engineering and sales teams, and to the extent appropriate, utilize third party contractors to support the operation. ~~We anticipate being able to obtain new sources of funding to support these actions in the upcoming fiscal year.~~ No assurance can be given that any future ~~financing,~~ iffinancing ~~needed,~~ will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is ~~able~~ able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or ~~cause~~ cause substantial dilution for its stockholders, in the case of equity financing. In the event the Company is unable to generate profits ~~and~~ and is unable to obtain financing for its working capital requirements, it may have to curtail its business further or cease business altogether.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Significant estimates include assumptions made for inventory reserve, impairment testing of long-lived assets, the ~~valuation~~ ~~allowance~~realizability ~~for~~of deferred tax assets and the related valuation allowance, assumptions used in valuing derivative liabilities, notes payable, assumptions used in valuing share-based compensation, and accruals for potential liabilities. Amounts could materially change in the future.

F-8

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. To determine revenue recognition under ASC 606, an entity performs the following five-steps (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-steps to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

Our primary source of revenue is the manufacture and delivery of generator sets used primarily in mobile power applications, which represented nearly 100% of our revenues of ~~approximately~~ $7156 and $~~100~~71 for the fiscal years ended February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023, respectively. Our principal sales channel is sales to a domestic distributor.

Cost of Goods Sold

Cost of goods sold primarily consists of the salaries of certain employees and contractors, purchase price of consumer products, packaging supplies, inventory reserve and customer shipping and handling expenses. Shipping costs to receive products from our suppliers are included in our inventory and recognized as cost of revenue upon sale of products to our customers.

Cash and Cash Equivalents

Cash and equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Inventories

F-9

Property and Equipment

Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately three years up to ten years once the individual assets are placed in service. Leasehold improvements are amortized over the shorter of the useful life or the remaining period of the applicable lease term.

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value at that time. At February 2829, ~~2023~~2024 and ~~2022~~February 28, 2023, management determined ~~there~~ there were no impairments of the Company’s property and equipment.

Impairment of Long-lived Assets

The Company reviews its property and equipment, right-of-use asset, and other long-lived assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. For the years ended February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023, the Company had no impairment of long-lived assets.

Leases

Customer Advances

Customer advances represent consideration received from customers under revenue contracts for which the Company has not yet delivered to the customer the ordered goods or services.

Concentration of Credit and Other Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250. We have not experienced any losses in such accounts and believe we are not exposed to any significant risk on cash and cash equivalents.

During the year ended February 2829, ~~2023~~2024, one customer accounted for 55% and one customer accounted for 1012% of revenues. During the year ended February 28, ~~2022~~2023, one customer accounted for 1855%, ~~two customers each accounted for 16%~~ and one customer accounted for 1510% of revenues.

As of February 2829, ~~2023~~2024, four vendors accounted for 3842%, 1011%, 1011% and 1310% of accounts payable. As of February 28, ~~2022~~2023, ~~three~~four vendors accounted for 4438%, 13%, 10% and 1510% of accounts payable.

F-10

Research and Development

The Company engages in research and development to stay current with changes in vehicle manufacture and design and to maintain an advantage over potential competition. Research and development expenses relate primarily to the development, design, and testing of preproduction prototypes and models and are expensed as incurred. Research and development costs for Fiscal ~~2023~~2024 and ~~2022~~2023 were approximately $~~850~~750 and $~~611~~850, respectively.

Share-Based Compensation

F-10

Income Taxes

The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

Derivative Warrant Liability

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each reporting date, with any increase or decrease in the fair value being recorded in the statement of operations.

F-11

Fair Value of Financial Instruments

The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), the fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

●

Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets;

●

Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and

●

Level 3 – Unobservable inputs.

The recorded amounts of inventory, other current assets, accounts payable, and accrued expenses approximate their fair value due to their short-term nature. The carrying amounts of notes payable and convertible notes payable approximate their respective fair values because of their current interest rates payable in relation to current market conditions.

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023:

	February 28, 2023
	February 29, 2024
	Level 1		Level 2		Level 3		Total
(amounts in thousands)
Liabilities
Derivative warrant liability	$	-	$	-	$	9-	$	9-
Total	$	-	$	-	$	9-	$	9-

February 28, 2022

February 28, 2023

Level 1

Level 2

Level 3

Total

Liabilities

Derivative warrant liability

~~828~~9

Total

~~828~~9

The Company estimated the fair value of the derivative warrant liability using the Binomial Model (see Note 12).

~~F-11~~Reclassifications

Certain February 28, 2023 balances have been reclassified to conform with the February 29, 2024 presentation. In presenting the Company’s balance sheet at February 28, 2023, the Company originally presented accrued interest of $1,389 and accrued payroll and other expenses of $441, totaling $1,830 as a separate line item called Accrued Expenses. In addition, $82 of accrued interest was included in notes payable-related parties, current portion. In presenting the Company’s balance sheet at February 29, 2024, the Company has reclassified the balance of accrued interest of $1,471 as a separate line item, and the balance of accrued payroll and other expenses of $441 as part of accounts payable and accrued expense and reduced notes payable-related parties, current portion by $82.

F-12

Earnings (loss) per share

The Company’s earnings (loss) per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares of common stock assuming all potential shares had been issued, and the additional shares of common stock were dilutive. Diluted earnings (loss) per share reflects the potential dilution, using the as-if-converted method for convertible debt, and the treasury stock method for options and warrants, which could occur if all potentially dilutive securities were exercised.

The following information sets forth the computation of basic and diluted net increase in the Company’s net assets per share resulting from operations for the years ended February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023:

	Year Ended February 28,
	Year Ended February 29,
	2023			2022
	2024			2023
(amounts in thousands, except share and per share data)
Numerator
Net loss		(34,~~410~~216	)		(3,~~992~~410	)
Denominator
Denominator for basic weighted average share		8899,~~947~~380,~~803~~061			7688,~~805~~947,~~616~~803
Earnings (loss) per share
Basic loss per share:		(0.04	)		(0.0504	)
Diluted loss per share		(0.04	)		(0.0504	)

For the years ended February 29, 282024, ~~2023~~ and ~~2022~~February 28, 2023, the calculations of basic and diluted loss per share are the same because potential dilutive ~~securities~~ securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following:

	February 28, 2023		February 28, 2022
	February 29, 2024		February 28, 2023
Warrants		3,~~564~~521,~~764~~664		43,~~800~~564,~~834~~764
Options		4,~~792~~250,~~857~~000		54,~~059~~792,~~769~~857
Convertible notes		34,~~907~~685,~~187~~445		3,~~749~~907,~~961~~187
Total		12,~~264~~457,~~808~~109		1312,~~610~~264,~~564~~808

COVID-19

The aftermath of the pandemic has had a significant negative impact on our overall operations including revenues, productivity, and liquidity. The pandemic has resulted in labor shortages, disruptions in the chain of supply, and higher material costs. We believe that COVID-19 will be an ongoing challenge for years to come and to adapt will require us to further globalize our vendors, engineering, and customers. The Company’s business is directly dependent upon, and correlates closely with, the marketing levels and ongoing business activities of its existing customers and suppliers. The extent to which COVID-19 may impact the Company’s business activities and capital raising efforts will depend on future developments, which are uncertain and cannot be predicted.

Inflation

The continuing impact of higher inflation, the actions by the Federal Reserve to address inflation, create uncertainty about the future economic environment which will continue to evolve and, we believe, has impacted the Company’s business in 2024 and may continue to impact its business in 2025. The implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for the business and an increase in the Company’s operating expenses.

Segments

~~The~~Under ~~Company~~ASC ~~operates~~280, inSegment ~~one~~Reporting, ~~segment~~operating ~~for~~segments ~~the~~are ~~manufacture~~defined ~~and~~as ~~delivery~~components of ~~generator~~an ~~sets.~~enterprise Inwhere ~~accordance~~discrete ~~with~~financial ~~the~~information is ~~“Segment~~available ~~Reporting” Topic~~that ofis ~~the~~evaluated ~~ASC,~~regularly by the ~~Company’s~~ chief operating decision maker ~~has been identified as the President~~(“CODM”), ~~who~~in ~~reviews~~deciding ~~operating~~how ~~results~~ to ~~make~~allocate ~~decisions about allocating~~ resources and in assessing performance. ~~for~~The ~~the entire~~ Company.’s ~~Existing~~operating ~~guidance, which is based on a management approach to~~ segment ~~reporting,~~consists ~~establishes~~of ~~requirements~~one ~~to report selected segment information quarterly and to report annually entity-wide disclosures about products and services~~component, ~~major customers,~~ and the ~~countries~~Company’s inChief ~~which the entity holds material assets and~~Executive ~~reports~~Officer, ~~revenue.~~who ~~All~~is ~~material~~also ~~operating~~the ~~units~~CODM, ~~qualify~~makes ~~for~~decisions ~~aggregation under “Segment Reporting” due to their similar customer base~~ and ~~similarities~~manages ~~in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since~~ the Company’s ~~operates~~operations inas ~~one~~a ~~segment,~~single ~~all~~operating ~~financial information required by “Segment Reporting” can be found in the accompanying financial statements~~segment.

F-1213

Recently Issued Accounting Pronouncements

In ~~August~~ ~~2020~~September 2016, the ~~Financial Accounting Standards Board (“~~FASB”) issued ASU ~~No. 2020~~2016-0613, Measurement ~~“Debt—Debt~~of ~~with~~Credit ~~Conversion and~~Losses ~~Other~~on ~~Options~~Financial ~~(Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)~~Instruments.” ASU ~~2020~~2016-0613 ~~reduces~~requires ~~the~~entities number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company to use ~~the~~a ifforward-~~converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this~~looking ~~update~~approach ~~are~~based ~~freestanding~~on ~~and~~current ~~embedded~~expected ~~features~~credit ~~that~~losses ~~are~~(“CECL”) ~~accounted for as derivatives under the current guidance due~~ to aestimate ~~failure~~credit tolosses ~~meet the~~on ~~settlement~~certain ~~conditions~~types of ~~the~~financial ~~derivative~~instruments, including ~~scope~~trade ~~exception~~receivables. This ~~update~~may ~~simplifies~~result ~~the~~in ~~related settlement assessment by removing~~ the ~~requirements~~ toearlier ~~(i)~~recognition ~~consider~~of ~~whether~~allowances ~~the~~for ~~contract~~losses. ~~would~~The beCompany ~~settled~~adopted ~~in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights.~~ ASU ~~2020~~2016-0613 ~~is effective~~ on March 1, ~~2024~~2023, ~~for~~and ~~the~~there ~~Company~~was ~~and~~no ~~the~~impact ~~provisions~~ of ~~this update can be adopted using either~~ the ~~modified~~new ~~retrospective~~guidance ~~method~~and orrelated acodification ~~fully~~improvements ~~retrospective~~to ~~method. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Effective January 1, 2021,~~ the Company’s ~~early~~financial ~~adopted ASU~~position, ~~2020-06~~results ~~and~~of ~~that~~operations ~~adoption did not have an impact on our financial statements~~ and ~~related~~cash ~~disclosures~~flows.

In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective March 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or disclosures.

In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning March 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

Other recent accounting pronouncements and guidance issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 3 – INVENTORIES

Inventories consisted of the following:

	February 28, 2023		February 28, 2022
	February 29, 2024		February 28, 2023
(amounts in thousands)
Raw materials	$	~~114~~13	$	~~130~~114
Work-in-process		226		1422
Finished goods		191		-19
Total inventory	$	~~155~~20	$	~~144~~155

F-1314

NOTE 4 – PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consisted of the following:

	February 28, 2023		February 28, 2022
	February 29, 2024		February 28, 2023
(amounts in thousands)
Prepaid annual software licenses	$	92158	$	9592
Prepaid commissions		-		73
Vendor advances		9		8
Vendor advances		8		35
Prepaid insurance		2		11
Prepaid insurance		11		-
Other prepaid expenses		6		31
Other prepaid expenses		31		53
Total prepaid and other current assets	$	175	$	142
Total prepaid and other current assets	$	142	$	256

NOTE– 5 - – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

	February 28,
	February 29,
	2023			2022
	2024			2023
(amounts in thousands)
Leasehold improvements	$	57		$	57
Machinery and equipment		301			~~277~~301
Vehicle		96			96
Computer equipment		80			6080
Furniture and fixtures		20			10
Computer software		22			-
		554			500
Furniture and fixtures		20			20
Less accumulated depreciation and amortization		(93	)		(15	)
		576			554
	$	461		$	485
Less accumulated depreciation and amortization		(198	)		(93	)
	$	378		$	461

Depreciation expense for the years ended February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023 was $78105 and $1578, respectively:.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

	February 28, 2023			February 28, 2022
	February 29, 2024			February 28, 2023
(amounts in thousands)
Convertible notes payable -past due	$	1,~~403~~509		$	1,403
Unamortized debt discount		(1	)		-
Net		1,508			1,403
Non-current		-			-
Current	$	1,~~403~~508		$	1,403

In Fiscal 2013 and 2014, the Company issued six convertible notes payable in the aggregate of $4,000. ~~As of February 28, 2022 and 2021, the outstanding balance of the convertible notes payable amounted to $1,403.~~ The notes are unsecured, bear interest at 5% per annum and are convertible to shares of common stock at a conversion price of $1.40 per share, as adjusted. The notes were originally due in 2014 to 2017, and were all amended in 2018 and the maturity date for all the notes was changed to January 11, 2023. As of February 28, 2023, ~~the~~ ~~convertible~~outstanding ~~notes~~balance of ~~$1,403~~the ~~and~~convertible ~~accrued~~notes ~~interest~~payable ofamounted ~~$354~~to ~~have reached maturity and are past due.~~$1,403

AtDuring ~~February~~the ~~28,~~year ~~2023~~ended ~~and~~February ~~2022~~29, ~~accrued~~2024, ~~interest~~the onCompany issued convertible notes payable ~~totaled~~in ~~approximately~~the aggregate of $~~354~~106 in exchange for cash. The notes are unsecured, bear interest at 10% per annum and are convertible to shares of common stock at a conversion price of $~~284~~0.20 per share and matured in March 2024. As part of the offering, ~~respectively~~the Company also granted the note holders warrants to purchase 50,000 shares of common stock. The warrants are exercisable at $0.50 per share, will expire in 1.5 years from grant date and with an estimated fair value of $5 using the BlackScholes Option Pricing Model. The Company accounted the fair value of the warrants as a debt discount and is ~~included~~being amortized into ~~accrued~~interest ~~expenses~~expense ~~(See~~over ~~Note~~the ~~10)~~term of the convertible notes payable.

~~F-14~~As of February 29, 2024, the outstanding balance of the convertible notes payable amounted to $1,509 and unamortized debt discount of $1, for a net balance of $1,508. As of February 29, 2024, the convertible notes of $1,403 have reached maturity and are past due. As of the date of this report, the entire convertible notes payable of $1,509 are past due and the Company is in negotiations with the noteholders to convert or settle these convertible notes payable.

F-15

NOTE 7 – CONVERTIBLE NOTE PAYABLE-RELATED PARTY

Convertible note payable – related party consisted of the following:

	February 28, 2023		February 28, 2022
	February 29, 2024		February 28, 2023
(amounts in thousands)
Convertible note payable -past due	$	3,~~000~~020	$	3,000
Non-current		-		-
Current	$	3,~~000~~020	$	3,000

On January 24, 2017, the Company entered into a debt refinancing agreement with a former director and current shareholder of the Company. As part of the agreement, the Company issued a $3,000 convertible note. The convertible note is unsecured, bears interest at 5% per annum, iswas due February 2, 2023, and is convertible into shares of common stock at a conversion price of $1.40 per share, as adjusted. As of February 28, 2023, the ~~convertible~~outstanding ~~note~~balance of ~~$3,000~~the ~~and~~convertible ~~related~~note ~~accrued~~payable ~~interest~~amounted ofto $~~713~~3 ~~has reached maturity and is past due~~million.

At During the year ended February 2829, ~~2023~~2024, ~~and~~the ~~2022,~~Company ~~accrued~~issued convertible note payable of $20 in exchange for cash. The note is unsecured, bear interest onat 10% per annum and are convertible ~~notes~~to ~~payable-related~~shares ~~party~~of ~~totaled~~common ~~approximately~~stock at a conversion price of $~~713~~0.20 per share and ~~$563~~matured in March 2024. As part of the offering, ~~respectively~~the Company also granted the note holder warrants to purchase 10,000 shares of common stock. The warrants ~~and~~are isexercisable ~~included~~at $0.50 per share, will expire in ~~accrued~~1.5 ~~expenses~~years ~~(See~~from ~~Note~~grant ~~10)~~date and with de minimis fair value using the BlackScholes Option Pricing Model.

As of February 29, 2024, the convertible note of $3,020, of which, $3,000 is past due. As of the date of this report, the entire convertible notes payable of $3,020 are past due and the Company is in negotiations with the noteholders to convert or settle these convertible notes payable.

NOTE 8 – NOTES PAYABLE

Notes payable consisted of the following:

	February 28, 2023			February 28, 2022
	February 29, 2024			February 28, 2023
(amounts in thousands)
Secured notes payable
(a) Note payable-EID loan	$	150		$	150
(b) Notes payable-vehicles and equipment		188			266
(b) Notes payable-vehicle and equipment		106			188
(c) Notes payable-software license		139			-
Unsecured notes payable
(c) Note payable-other		10			10
(d) Note payable-other		10			10
Total	$	~~348~~405		$	~~426~~348
Non-current		256			328
Current		(119	)		(92	)
Non-current		286			256

(a) Economic Injury Disaster (EID) Loan

Entities negatively impacted by the COVID-19 pandemic were eligible to apply for loans sponsored by the United States Small Business Administration (“SBA”) Economic Injury Disaster Loan (“EID Loan”) program. On July 1, 2020, the Company received a $150 loan under this program. The proceeds can be used to fund payroll, healthcare benefits, rent and other qualifying expenses, and the loan is not subject to a loan forgiveness provision. The loan is due July 1, 2050, interest accrues at 3.75% per annum, and is secured by the assets of the Company.

F-16

(b) Notes payable-vehicle and equipment

During Fiscal 2022, the Company purchased two pieces of equipment and a vehicle for approximately $329 as a part of its efforts to expand its operations and research and development capacities. The Company made down payments aggregating ~~to approximately~~ $41 with the balance financed by two notes payable aggregating to approximately $288. The notes are secured by the equipment and vehicle purchased. One note is due in 36 equal monthly payments of approximately $6 each, including interest at 2.9% per annum. The second note is due in 72 equal monthly payments of approximately $1.5 each, including interest at 10.9% interest per annum. As of February 2829, ~~2023~~2024, the balance of the notes was approximately $~~188~~106.

~~Demand promissory~~During ~~notes~~Fiscal as2024, ofthe ~~February~~Company 28obtained a loan of $155,000 ~~2023~~from ~~and~~a ~~February~~financing ~~28,~~institution ~~2022~~to ~~are~~finance ~~for~~the ~~one~~use ~~individual~~of ~~issued~~a inthird-party ~~September~~software ~~2015~~license ~~that~~by isthe Company. The note payable onis ~~demand~~secured ~~with~~by antangible and intangible assets of the Company, bears interest at an average rate of 108% per annum and will mature in September 2026. As of February 29, 2024, the balance of the loan was approximately $139.

~~At February~~(d) ~~28,~~Other ~~2023 and 2022, accrued interest on~~ notes payable ~~totaled approximately $23 and $36, respectively, and is included in accrued expenses (See Note 10).~~

~~F-15~~Demand promissory notes as of February 29, 2024, and February 28, 2023, are for one individual issued in September 2015 that is payable on demand with an interest rate of 10% per annum.

NOTE 9 – NOTES PAYABLE-RELATED PARTIES

Notes payable-related parties consisted of the following:

	February 28, 2023			February 28, 2022
	February 29, 2024			February 28, 2023
(amounts in thousands)
Unsecured notes payable
(a) Notes payable-Koppel (prior to restructuring)	$	-		$	5,607
(a) Notes payable - Kopple (restructured)	$	10,915		$	10,915
Accrued interest-Koppel (prior to restructuring)		-			6,534
Notes payable -Koppel (restructured)		10,915			-
Subtotal-Koppel		10,915			12,141
(b) Note payable- Gagerman		82			82
Accrued interest-Gagerman		82			73
Subtotal-Gagerman		164			155
(c) Note payable-Jiangsu Shengfeng-past due		700			700
Total	$	11,~~779~~720		$	1211,~~996~~697
Non-current		(7,~~065~~088	)		-(7,065	)
Current	$	4,~~714~~632		$	124,~~996~~632

(a) Kopple Notes

In fiscals 2013 through 2018, the Company issued notes payable to Robert Kopple and associated entities (collectively “Kopple”) in the aggregate of $6,107. Robert Kopple is the former Vice-Chairman of the Company’s Board of Directors and is a current shareholder in the Company. The notes were unsecured, bear interest at rates ranging from 5% and 15% per annum, and were due in fiscal 2014 through fiscal 2018. Beginning in 2017, Kopple brought suit against the Company ~~beginning~~for inrepayment ~~2017~~of ~~for~~the ~~repayment~~notes. As of February 28, 2022, the outstanding balance of the Kopple notes payable and accrued interest amounted to approximately $12,141.

At February 28, 2022, the accrued interest due to Kopple totaled approximately $6,534. Due to its significance, the balance of accrued interest is added to the note payable principal for presentation on the accompanying balance sheet as of February 28, 2022. As of February 28, 2022, the outstanding balance of the Kopple notes payable and accrued interest amounted to approximately $12,141.F-17

On March 14, 2022, the Company reached an agreement with Kopple to resolve all remaining litigation between them, including all amounts owed to Kopple under the notes. Under the terms of the settlement, the Company agreed to issue a new note and pay Kopple an aggregate amount of $10,000 to be paid in installment, ~~including~~of which, $3,000 ~~initially~~was due in June 2022, and the remaining $17,000 to be ~~paid~~ annually for seven years ~~after~~at ~~the initial~~ $31,000 isper ~~paid~~year. ~~In June 2022~~Additionally, ~~$150 of~~ the ~~new~~settlement ~~note~~agreement ~~was~~granted ~~paid,~~Kopple ~~and~~warrants ~~the~~exercisable ~~balance~~into ~~of $2~~3,~~850 has been extended to May 29~~331,664 ~~2023 (see~~shares ~~Note 17). As~~ of ~~February 28, 2023, in exchange for~~ the ~~extended payment date, the~~ Company’s ~~has~~common ~~paid~~stock ~~$105~~at ina ~~extension~~price ~~fees~~of in$0.85 ~~cash,~~per ~~and recorded an additional $230 in deferred forbearance fees all of which are included in interest expense~~share. The ~~deferred forbearance~~Company ~~fees~~used ~~are due with~~ the ~~final~~Black-Scholes ~~payment~~option ~~under~~pricing ~~the~~model ~~settlement agreement. All amounts, including all accrued interest and accrued forbearance fees, are~~ to becompute ~~paid~~the nofair ~~later~~value ~~than~~of ~~eight years from~~ the ~~date~~warrants of ~~the initial payment~~$1,051.

~~Additionally, the~~The settlement ~~agreement~~provides ~~granted~~for certain ~~Koppel~~increases ~~warrants~~in ~~exercisable~~the ~~into~~amounts ~~3,331,664~~payable ~~shares~~to Kopple and the right of such parties to enter judgement against the Company’s ~~common~~if ~~stock~~the atCompany remains ain ~~price~~uncured ~~of $0~~default in its payment obligations.85 Interest on the new note also began accruing in January 2023 at 6% per ~~share~~annum. The Company ~~used~~is ~~Black-Scholes~~also ~~modeling~~subject to ~~compute~~certain ~~the~~affirmative ~~fair~~and ~~value~~negative covenants such as periodic submission of financial statements to Kopple and restrictions on future financing and investing activities, as defined in the ~~warrants~~agreement, ~~which~~including the covenant to not create any indebtedness that is ~~estimated~~senior in right of payment to bethe ~~approximately~~Kopple debt. Management believes such covenants are normal for this type of transaction and ~~$1,051~~that management believes meeting these covenants will not affect the operations of the Company.

The ~~settlement~~Company ~~provides~~assessed ~~for~~the settlement ~~certain~~with ~~increases~~Kopple inunder ~~the~~ASC ~~amounts~~470 ~~payable~~and todetermined ~~Kopple~~that ~~and~~ the ~~right~~guidance ofunder ~~such~~troubled ~~parties~~debt torestructuring ~~enter~~should ~~judgement~~apply ~~against~~as the Company ifwas ~~the Company~~experiencing ~~remains~~financial indifficulties ~~uncured~~and ~~default~~Kopple ingranted ~~its~~a ~~payment obligations~~concession. ~~Interest~~Per onASC 470-60, the ~~new~~carrying ~~note~~value ~~began~~of ~~accruing~~the inrestructured ~~January~~note ~~2023~~remains atthe 6%same ~~per~~as before ~~annum~~the restructuring, ~~and~~reduced ~~as a~~only ~~result~~by the ~~Company~~fair ~~recorded~~value ~~approximately~~of ~~$52~~the ofwarrants ~~interest~~issued in ~~Fiscal~~connection ~~2023.~~with ~~Pursuant to~~ the ~~settlement~~transaction. ~~agreement,~~The ~~the~~ Company ~~is also~~determined ~~subject~~that tothe ~~certain~~future ~~affirmative~~undiscounted ~~and~~cash ~~negative~~flows ~~covenants~~of ~~such~~the asrestructured ~~periodic~~new ~~submission~~Kopple ofnote ~~financial~~exceeded ~~statements~~the tocarrying ~~Koppel~~value, and ~~restrictions~~accordingly, ~~on future~~no ~~financing~~gain ~~and investing activities~~was recognized, asand ~~defined~~no inadjustment ~~the~~was ~~agreement,~~made ~~including~~to the ~~covenant~~carrying tovalue ~~not create any indebtedness that is senior in right~~ of ~~payment to~~ the ~~Kopple~~ debt., ~~Management~~other ~~believes~~than ~~such~~the ~~covenants~~adjustment ~~are normal~~ for ~~this type of transaction and that management believes meeting these covenants will not affect operations and~~ the ~~Company~~fair ~~was~~value ~~in compliance with all covenants as~~ of ~~February~~the ~~28, 2023~~warrants.

~~The~~In ~~Company~~June ~~assessed~~2022, the ~~settlement~~first installment ~~with~~of ~~Kopple~~$3,000 became ~~under~~due, ~~ASC~~of ~~470~~which ~~and determined that the guidance under troubled debt restructuring should apply as the Company~~ $150 was ~~experiencing financial~~paid ~~difficulties~~ and ~~Kopple~~$2,850 is ~~granted~~still ~~a concession~~outstanding. ~~Per ASC 470-60~~Subsequently, the ~~carrying value of the restructured~~ note ~~remains~~was ~~the~~amended ~~same as~~several ~~before~~times ~~the~~to ~~restructuring,~~extend ~~reduced only by~~ the ~~fair~~payment ~~value~~date of the ~~warrants~~remaining ~~issued~~balance inof ~~connection~~$2,850 of ~~with~~ the ~~transaction.~~initial ~~The~~payment, ~~Company~~and ~~determined that~~ the ~~future~~Company ~~undiscounted~~incurred ~~cash~~extension ~~flows~~and forbearance offees ~~the~~totaling ~~restructured~~$335 ~~new~~that ~~Kopple~~was ~~note~~recorded ~~exceeded~~as ~~the~~part ~~carrying~~of ~~value,~~interest ~~and~~expense. ~~accordingly,~~In noJanuary ~~gain was recognized~~2023, ~~and~~pursuant ~~no adjustment was made~~ to the ~~carrying~~terms ~~value~~ of the ~~debt~~amended note payable, ~~other than~~ the ~~adjustment~~Company ~~for~~started ~~the~~accruing ~~fair~~interest ~~value of the warrants. Interest expense~~ on the ~~new~~outstanding ~~Kopple~~ note ~~will~~balance beat ~~computed using~~ a ~~new effective~~ rate ~~that~~of 6% ~~equates~~per ~~the~~annum, ~~present~~compounded ~~value~~annually. As of ~~the~~February ~~future~~28, ~~cash payments~~2023, ~~specified~~outstanding byprincipal ~~the~~balance ~~new~~amounted ~~terms~~to ~~with the carrying value of the debt~~$10,915.

~~F-16~~During the year ended February 29, 2024, the note was amended multiple times to extend the payment dates of the balance of the initial payment of $2,850, originally due in June 2022, and the first installment payment of $1,000, originally due in June 2023 (collectively, the “past due principal”) for a total installment due of $3,850. As a result of these amendments, the Company incurred additional extension and forbearance fees totaling $450 and adjustment to principal balance of $23 that was recorded as part of interest expense. As of February 29, 2024, outstanding principal balance amounted to $10,938, including the $3,850 past due principal (see below).

F-18

(b) Note payable-Gagerman

Melvin Gagerman, the Company’s former CEO and CFO whose employment was permanently terminated in July 2019, claims that in April 2014 the Company issued an unsecured demand promissory note to him in the amount of $82 that bears interest at a rate of 10% per annum. Gagerman claims that this note has not been repaid to date and is now owed.

In June 2022, Gagerman brought suit against the Company for repayment of this alleged note. Despite the fact that, based on Gagerman’s allegations, the note was issued during a period when Gagerman was the Company’s CEO, CFO, Corporate Secretary and Chairman of the Company’s Board of Directors, Gagerman has stated that he does not possess a copy of the alleged promissory note. The Company disputes that any amount is presently owed to Gagerman. Additionally, the Company has filed a cross-complaint against Gagerman for, among things, conversion, violation of California Business & Professions Code §17200, and various breaches of fiduciary duty that the Company believes Gagerman committed against the Company.

Based on Gagerman’s claims, as of February 2829, ~~2023~~2024, and February 28, ~~2022~~2023, the outstanding balance of the Gagerman notes payable and accrued interest would amount to approximately $~~164~~172 and $~~155~~164, respectively. As of February 2829, ~~2022~~2024, and February 28, ~~2022~~2023, despite the fact that the Company disputes Gagerman’s claims, under the guidance of ASC 450 - Contingencies, the Company has recorded the ~~claimed~~amount ~~notes~~being ~~payable~~claimed ~~and~~by ~~accrued interest amounts of approximately $164 and $155, respectively, in the accompanying balance sheets~~Gagerman.

On November 20, 2019, the Company reached an agreement with a former joint venture partner Jiangsu Shengfeng regarding the return of $700 that had been advanced to the Company in prior years. As a result, in November 2019, and the Company issued a non-interest-bearing promissory note for $700 to be paid over an 11-month period beginning March 15, 2020, through February 15, 2021. As of February 2829, ~~2023~~2024, and ~~2022~~2023, the principal due was $700, respectively, and was past due.

NOTE 10 – ACCRUED ~~EXPENSES~~INTEREST

Accrued ~~expenses~~ ~~consisted~~interest consisted of the following:

	February 28, 2023		February 28, 2022
	February 29, 2024		February 28, 2023
(amounts in thousands)
Accrued interest-convertible notes payable (past due)	$	~~354~~425	$	~~284~~354
Accrued interest-convertible notes payable related party (past due)		~~713~~863		~~563~~713
Accrued interest-notes payable and other		322		36
Accrued interest-notes payable – related party		1288		363
Subtotal-accrued interest		1,389		883
Accrued interest-notes payable and other		22		41
Accrued payroll and related expenses		315		432
	$	2,598	$	1,471
Other accrued expenses		126		377
	$	1,830	$	1,692

As of February 28, 2023 and February 28, 2022, accrued expenses includes accrued interest, accrued payroll and accrued consulting fees in the aggregate of $1,145 and $750, respectively, which are due to officers and shareholders and are considered related party transactions.F-19

NOTE 11 – LEASES

~~During Fiscal~~In ~~2021, our facilities consisted primarily of an approximate 20 square feet facility in Stanton, California and an additional storage facility in Santa Clarita, California. Effective~~ February ~~28,~~ 2021, the Company ~~vacated these facilities and terminated the corresponding~~ ~~leases and~~ consolidated our administrative and production operations, including warehousing, ~~are housed~~ within an approximately 18 square foot facility in Lake Forest, California. The Lake Forest facility lease is for 66-months effective February 2021 through August 31, 2026. The initial monthly base rental rate was approximately $22 per month and escalates 3% each year to approximately $26 per month in 2026. The lease liability was determined by discounting the future lease payments under the lease terms using a 10% per annum discount rate to arrive at the current lease liability.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

F-17

The components of lease expense and supplemental cash flow information related to leases for the period are as follows:

	Year ended February 28, 2023			Year ended February 28, 2022
	Year ended February 29, 2024			Year ended February 28, 2023
(amounts in thousands)
Lease Cost
Operating lease cost (included in general and administration in the Company’s statement of operations)	$	~~279~~285		$	279
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the years ended February 28, 2023 and 2022, respectively	$	274		$	222
Cash paid for amounts included in the measurement of lease liabilities for the years ended February 29, 2024, and 2023, respectively	$	285		$	274
Weighted average remaining lease term – operating leases (in years)		32.5			43.5
Average discount rate – operating leases		10.0	%		10.0	%

The supplemental balance sheet information related to leases for the period is as follows:

	At February 28, 2023
	At February 29, 2024
Operating leases
Long-term right-of-use assets	$	~~816~~607
Short-term operating lease liabilities	$	~~207~~238
Long-term operating lease liabilities		~~660~~423
Total operating lease liabilities	$	~~867~~661

F-20

Maturities of the Company’s lease liability is as follows:

Year Ending February 28:	Operating Lease
2024	$	282
2025	$	291
2025		291
2026		299
2026		300
2027		155
2027		154
Total lease payments		745
Total lease payments		1,027
Less: Imputed interest/present value discount		(84	)
Less: Imputed interest/present value discount		(160	)
Present value of lease liabilities	$	661
Present value of lease liabilities	$	867

F-18

NOTE 12 – DERIVATIVE WARRANT LIABILITY

~~In prior~~The ~~years under prior management, the~~ Company issued warrants in prior years that include a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. The Company determined that the warrants do not satisfy the criteria for classification as equity instruments due to the existence of the cash settlement feature that is not within the sole control of the Company, and the warrants are accounted for as liabilities in accordance with ASC 815. The fair value of the warrants is remeasured at each reporting period, and the change in the fair value is recognized in earnings in the accompanying statements of operations. The warrant liability will ultimately be converted into the Company’s equity when the warrants are exercised, or will be extinguished on the expiration of the outstanding warrants.

The following tables summarize the derivative warrant liability:

	February 28, 2023			February 28, 2022
	February 29, 2024			February 28, 2023
(amounts in thousands, except share and per share data)
Stock price	$	0.2516		$	0.4125
Risk free interest rate		45.72	%		14.07	%
Expected volatility		~~190~~178	%		~~170~~190	%
Expected life in years		0.974			0.9897
Expected dividend yield		0	%		0	%
Number of warrants		~~113~~10,~~100~~000			4113,~~800,834~~100
Fair value of derivative warrant liability	$	9-		$	~~828~~9

	Number of Warrants Outstanding			Fair Value of Derivative Warrant Liability
(amounts in thousands, except share data)
February 29, 2021		5,622,272		$	1,366
Change in fair value of derivative warrant liability		-			(477	)
Gain on extinguishment on expiration of warrants		(861,438	)		(61	)
February 28, 2022		4,800,834		$	828
Change in fair value of derivative warrant liability		-			(582	)
Gain on extinguishment on expiration of warrants		(4,687,734	)		(237	)
February 28, 2023		113,100		$	9
Gain on extinguishment on expiration of warrants		(103,100	)		(9	)
February 29, 2024		10,000		$	-

F-21

NOTE 13 – STOCKHOLDERS’ DEFICIT

Common Stock

On February 2829, ~~2023~~2024, and February 28, ~~2022~~2023, the Company had 150,000,000 shares of $0.0001 par value common stock authorized for issuance.

During the year ended February 2829, ~~2023~~2024, the Company issued 119,~~529~~918,~~242~~302 shares of common stock for net proceeds of approximately $32,~~270~~943 in cash. ~~During~~and ~~the~~services. ~~year~~In ~~ended February 28~~addition, ~~2022, the Company issued 10,199,665 shares of common stock for net proceeds of approximately$2,653 in cash. Additionally,~~ ~~during~~ the ~~year ended February 28, 2022, the~~ Company ~~issued~~also ~~1,571,429 shares of common stock in settlement of accounts payable and accrued expenses to related parties in the aggregate amount of $550 and~~ issued ~~245~~25,~~001~~000 shares of common stock ~~in exchange~~ for services ~~valued in~~rendered ~~the~~with ~~amount~~a offair ~~approximately~~value of $746.

~~F-19~~During the year ended February 28, 2023, the Company issued 11,529,242 shares of common stock for net proceeds of approximately $3,270 in cash.

Stock Options

AIn October 2011, the Company’s shareholders approved the 2011 Director and Executive Officers Stock Option Plan (the “2011 Plan”). Under the 2011 Plan, the Company may grant options, or warrants, for up to 15% of the number of shares of Common Stock of the Company outstanding from time to time. Pursuant to this plan, the Board or a committee of the Board may grant an option to any person who is elected or appointed a director or executive officer of the Company. The exercise price of each option shall be at least equal to the fair market value of such shares on the date of grant, and the term of the options may not be greater than five years. A summary of the Company’s stock option activity is as follows:

	Number of Shares			Exercise Price		Weighted Average Intrinsic Value
(amounts in thousands, except share and per share data)
Total options, February 28, 2021 (As Restated)		5,290,001		$	0.77	$	225
Granted		-			-		-
Exercised		-			-		-
Cancelled		(230,232	)		1.40		-
Total options, February 28, 2022		5,059,769		$	0.55	$	360
Granted		-			-		-
Exercised		-			-		-
Cancelled		(266,912	)		1.40		-
Expired		(266,912	)		1.40		-
Total options, February 28, 2023		4,792,857		$	0.48	$	394
Exercisable, February 28, 2023		4,792,857		$	0.48	$	394
Granted		-			-		-
Exercised		-			-		-
Expired		(542,857	)		1.40		-
Total options, February 29, 2024		4,250,000		$	0.37	$	-
Exercisable, February 29, 2024		4,250,000		$	0.37	$	-

The exercise prices and information related to options under the 2011 Plan outstanding on February 2829, ~~2023~~2024, are as follows:

Range of Exercise Price

Stock Options Outstanding

Stock Options Exercisable

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price of Options Outstanding

Weighted Average Exercise Price of Options Exercisable

$0.25 to $1.40

4,~~792~~250,~~857~~000

21.3867

0.4837

~~The Company granted no stock options under its stock option 2011 plan during Fiscal 2023 and 2022. During the year ended February 28, 2022, the Company recognized approximately $612 in share~~F-~~based compensation expense related to the fair value of vested stock options. The aggregate fair value of the options was determined at the time of grant using a Black-Scholes option pricing model.~~22

F-20

Employee Stock Option Plans

In October 2011, the Company’s shareholders approved the 2011 Director and Executive Officers Stock Option Plan (the “2011 Plan”). Under the 2011 Plan, the Company may grant options, or warrants, for up to 15% of the number of shares of Common Stock of the Company outstanding from time to time. Pursuant to this plan, the Board or a committee of the Board may grant an option to any person who is elected or appointed a director or executive officer of the Company. The exercise price of each option shall be at least equal to the fair market value of such shares on the date of grant, and the term of the options may not be greater than five years.

Warrants

	Number of Warrants			Exercise Price
Outstanding, February 29, 2021		5,662,272		$	1.40
Granted		-			-
Exercised		-			-
Expired		(861,438	)		1.40
Outstanding, February 28, 2022		4,800,834		$	1.40
Granted		3,451,664			0.82
Exercised		-			-
Expired		(4,687,734	)		1.40
Outstanding, February 28, 2023		3,564,764		$	0.86
Granted		60,000			0.50
Exercised		-			-
Expired		(103,100	)		1.40
Outstanding, February 29, 2024		3,521,664		$	0.83

There was no intrinsic value as of February 2829, ~~2023~~2024, as the exercise prices of these warrants were greater than the market price of the Company’s stock. The exercise prices and information related to the warrants under the 2011 Plan outstanding on February 2829, ~~2023~~2024, are as follows:

Range of Exercise Price	Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price of Warrants Outstanding		Weighted Average Exercise Price of Warrants Exercisable
$0.85 to $1.40		3,564,764		3,564,764		5.83	$	0.86	$	0.86
$0.50 to $1.40		3,521,664		3,521,664		4.9	$	0.83	$	0.83

During March 2022, the Company reached a settlement agreement with its former Director, Robert Kopple, (see Note 9). As a part of the settlement, the Company issued to Mr. Kopple warrants to purchase 3,331,664 shares of the Company’s common stock (the “Kopple Warrants”) with a term of 7 years at an exercise price of $0.85 per share. The closing price of the Company’s common stock on the date of issuance was $0.317 per share. The fair value of the Kopple Warrants was approximately $1,051 and was recorded as a reduction to the outstanding balance of notes payable due Kopple and an increase in the additional paidF-~~in capital of the Company.~~23

~~During December~~The ~~2022,~~fair ~~the~~values ~~Company~~of warrants issued ~~warrants~~during ~~to purchase 120,000 of~~ the ~~Company’s~~year ~~common~~ended ~~stock~~February ~~with~~29, a2024, ~~term~~and ofFebruary 528, ~~years~~2023, atwere ancomputed ~~exercise price~~using ofvarious ~~$0.50~~option ~~per~~pricing ~~share~~models inincluding ~~exchange for consulting services. The closing price of the Company’s common stock on the date of issuance~~Black-Scholes ~~was~~model ~~$0.425~~(notes ~~per~~payable ~~share. The fair value of the~~ warrants) ~~issued for services was approximately $50,000~~ and ~~was~~binomial ~~recorded~~model as(services awarrants) ~~general~~using ~~and administrative expense in~~ the ~~statement~~weighted ofaverage ~~operations~~assumptions ~~and~~as anset ~~increase~~forth in the ~~additional paid-in capital of the Company.~~table below:

The fair values of warrants issued during Fiscal 2023 were computed using various option pricing models including Black-Scholes model (Kopple warrants) and binomial model (services warrants) using the weighted average assumptions as set forth in the table below:

	Weighted Average Assumptions for Warrants Issued During the Fiscal 2024			Weighted Average Assumptions for Warrants Issued During the Fiscal 2023
Exercise Price	$	0.50		$	0.84
Share Price	$	0.164		$	0.341
Volatility %		160	%		224.6	%
Risk-Free Rate		4.9	%		2.04	%
Expected Term (yrs.)		1.5			6.9
Dividend Rate		0	%		0	%

	Weighted Average Assumptions for Warrants Issued During the Fiscal 2023
Exercise Price	$	0.84
Share Price	$	0.341
Volatility %		224.6	%
Risk-Free Rate		2.04	%
Expected Term (yrs)		6.9
Dividend Rate		0	%

F-21

NOTE 14 – INCOME TAXES

For the years ended February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023, the Company had no income tax expense.

		FY2023		FY2022
	FY2024		FY2023
Current:
Federal	$	-	$	-
State		-		-
Total current	$	-	$	-
Deferred:
Federal	$	-	$	-
State		-		-
Total deferred	$	-	$	-
Total Provision	$	-	$	-

For the years ended February 2829, ~~2023~~2024 and February ~~2022~~28, 2023, a reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:

	FY2023			FY2022
	FY2024			FY2023
Federal tax benefit at statutory rate		21	%		21	%
State tax benefit, net of federal benefit		7	%		7	%
Change in valuation allowance		(28	)%		(28	)%
Total		0	%		0	%

~~As of February 28, 2023, and February 28, 2022, the following table summarizes our deferred tax asset:~~F-24

	FY2023			FY2022
(amounts in thousands)
Deferred tax asset
Net operating loss carryforwards	$	39,374		$	42,141
Gross deferred tax assets		39,374			42,141
Valuation allowance		(39,374	)		(42,141	)
Net deferred tax asset (liability)	$	-		$	-

As of February 29, 2024, and February 28, 2023, the following table summarizes our deferred tax asset:

The provisions of ASC Topic 740, Accounting for Income Taxes, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. For the years ended February 28, 2023 and 2022, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. During the years ended February 28, 2023 and 2022, the valuation allowance decreased by $2.7 million and $4.8 million, respectively.

	FY2024			FY2023
(amounts in thousands)
Deferred tax asset
Net operating loss carryforwards	$	39,374		$	42,141
Gross deferred tax assets		39,374			42,141
Valuation allowance		(39,374	)		(42,141	)
Net deferred tax asset (liability)	$	-		$	-

~~At February~~The 28provisions of ASC Topic 740, ~~2023~~Accounting for Income Taxes, ~~the~~require ~~Company~~an ~~had~~assessment ~~available~~of ~~Federal~~both positive and ~~state~~negative ~~net~~evidence ~~operating~~when ~~loss~~determining ~~carryforwards~~whether ~~(“NOL”s)~~it tois ~~reduce~~more ~~future~~likely ~~taxable~~than ~~income.~~not ~~For~~that ~~Federal~~deferred ~~purposes~~tax ~~the~~assets ~~amounts~~are ~~available~~recoverable. ~~were~~For ~~approximately~~the ~~$154.4~~years ~~million~~ended February 29, 2024, and ~~for~~February ~~state~~28, ~~purposes~~2023, ~~the~~based ~~amounts~~on all available ~~were~~objective ~~approximately~~evidence, ~~$99.4~~including ~~million.~~the ~~The~~existence ~~Federal~~of ~~carryforwards~~cumulative ~~expire~~losses, onthe ~~various~~Company ~~dates~~determined ~~through~~that ~~2043~~it ~~and~~was ~~the~~more ~~state~~likely ~~carryforwards~~than ~~expire~~not onthat the net ~~various~~deferred ~~dates~~tax ~~through~~assets ~~2043~~were not fully realizable. ~~Due~~Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to ~~restrictions~~maintain ~~imposed~~a byfull ~~Internal~~valuation ~~Revenue~~allowance ~~Code~~on ~~Section~~net ~~382~~deferred ~~regarding~~tax ~~substantial~~assets ~~changes~~until insufficient ~~ownership~~positive evidence exists to support reversal of ~~companies~~the ~~with~~valuation ~~loss~~allowance. ~~carryforwards,~~During the ~~utilization~~years ofended ~~the~~February ~~Company’s~~29, ~~NOL~~2024, ~~may~~and beFebruary ~~limited~~28, as2023, athe ~~result~~valuation ofallowance decreased ~~changes~~by in$2.7 ~~stock~~million ~~ownership~~and $2.7 million, respectively.

~~The~~At February 29, 2024, the Company’s ~~operations~~had ~~are~~available ~~based~~Federal inand ~~California~~state ~~and~~net itoperating isloss ~~subject~~carryforwards (“NOL”s) to reduce future taxable income. For Federal purposes the amounts available were approximately $144.7 million and ~~California~~for state ~~income~~purposes ~~tax.~~the ~~Tax~~amounts ~~years~~available ~~after~~were ~~2017~~approximately $102.5 ~~are~~million. ~~open~~The toFederal ~~examination~~carryforwards byexpire ~~United~~on ~~States~~various dates through 2044 and the state ~~tax~~carryforwards ~~authorities~~expire on various dates through 2044. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOL may be limited as a result of changes in stock ownership.

The Company’s ~~adopted~~operations are ~~the~~based ~~provisions~~in ~~of ASC 740~~California, ~~which~~and ~~requires companies to determine whether~~ it is ~~“more~~subject ~~likely~~to ~~than~~Federal ~~not”~~and ~~that a~~California ~~tax~~state ~~position~~income ~~will be sustained upon examination by the appropriate taxing authorities before any~~ tax ~~benefit can be recorded in the financial statements~~. ~~ASC~~Tax ~~740~~years ~~also~~after ~~provides~~2017 ~~guidance~~are onopen ~~the~~to ~~recognition,~~examination ~~measurement, classification and interest and penalties related~~by toUnited ~~uncertain~~States ~~tax positions. As of February 28, 2023~~ and ~~2022,~~state ~~no liability for unrecognized~~ tax ~~benefits was required to be recorded or disclosed~~authorities.

~~F-22~~The Company follows the guidance of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions. As of February 29, 2024, and February 28, 2023, no liability for unrecognized tax benefits was required to be recorded or disclosed.

Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of February 2829, ~~2023~~ 2024, and February 28, ~~2022~~ 2023, we have no accrued interest and penalties related to uncertain tax positions.

We are subject to taxation in the U.S. and California. Our tax years for 2014 and forward are subject to examination by our tax authorities. We are not currently under examination by any tax authority.

The Company has failed to file its California tax returns for the years ended February 28, 2015, through February 2829, ~~2023~~2024, due to its inability to pay the minimum annual franchise tax payment of eight hundred dollars. The balance of accrued income taxes related to unpaid California franchise tax of $45.86 represents six years of minimum taxes due.

F-25

NOTE 15 – RELATED PARTY TRANSACTIONS

As of February 2829, ~~2023~~2024, and ~~2022~~February 28, 2023, Bettersea LLC (“Bettersea”) was aan 98.78% and 119.07%, respectively, shareholder in the Company. For the years ended February 28 29, ~~2023~~2024, and ~~2022~~February 28, 2023, the Company incurred total fees to Bettersea of $~~150~~151 and $~~138~~150, respectively, for consulting services. As of February 28 29, ~~2023~~2024, and ~~2022~~February 28, 2023, a total of approximately $~~226~~223 and $~~219~~226, respectively, was due to Bettersea and included in accounts payable and accrued expenses.

~~During~~As ~~Fiscal~~of ~~2022~~February 29, ~~the Company issued 1~~2024,~~285,714~~ ~~shares of common stock with a fair value of Four hundred fifty thousand dollars for the settlement of accounts payable~~and ofFebruary ~~Four hundred fifty thousand dollars due to Bettersea. Also~~28, ~~during fiscal 2022~~2023, ~~the~~accrued ~~Company~~expenses ~~issued~~includes ~~285,715~~accrued ~~shares~~payroll ~~of common stock with a fair value of One hundred thousand dollars for the settlement of accounts payable of One hundred thousand dollars~~ due to ~~the~~officers ~~Company’s President.~~and ~~There~~shareholders ~~were~~of no$213 ~~gains~~and or$141, ~~losses recognized on these transactions~~respectively.

NOTE 16 – CONTINGENCIES

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and evaluates potential losses on such litigation if the amount of the loss is estimable and the loss is probable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements for that reporting period could be materially adversely affected.

In ~~2017,~~ June 2022 Melvin Gagerman (the Company’s former ~~COO~~CEO, ~~was~~CFO ~~awarded~~and ~~approximately~~Secretary) ~~$238~~brought insuit ~~accrued~~against ~~salary~~the ~~and~~Company ~~related~~alleging ~~charges~~approximately by$150,000 ~~the~~being ~~California~~owed ~~labor~~to ~~board.~~him Inpursuant ~~August~~to ~~2021,~~an ~~the~~April ~~Company~~2014 ~~reached~~promissory anote. ~~settlement~~The byCompany ~~which~~denies ~~the~~that ~~Company~~any ~~agreed~~amount is owed to ~~pay~~Mr. ~~approximately~~Gagerman ~~$330,~~and ~~representing~~has ~~the~~filed ~~principal~~a ~~award~~cross-complaint ~~plus~~against ~~accrued interest~~Mr. AsGagerman ofin ~~the~~that ~~time~~action ofalleging, ~~this~~among ~~filing~~other things, ~~the~~breach ~~Company~~of ~~has~~fiduciary ~~paid~~duty, ~~approximately~~conversion ~~$272~~and ~~toward~~violations ~~the~~of ~~settlement~~various ~~amount~~California Business and Professions Codes. ~~The~~Trial ~~remaining balance~~in ofthis ~~approximately $58~~case is tocurrently bescheduled ~~paid~~for noOctober ~~later~~2024. ~~than September~~In 1,March 2023, ~~and~~Mr. ~~accrues~~Gagerman ~~interest~~offered ofto ~~10%~~settle the ~~per~~matter ~~annum~~for ~~until~~$120,000 ~~paid~~but the Company has rejected that offer (See Note 9).

~~Between July~~On ~~2017 and~~ March ~~2022~~26, 2019, various stockholders of the Company ~~had~~controlling ~~been~~a ~~engaged~~combined intotal ~~litigation~~of ~~with~~more athan ~~former~~27.5 ~~director,~~million ~~Robert~~shares ~~Kopple,~~delivered ~~relating~~a tosigned ~~more~~written ~~than~~consent ~~$13~~to the Company ~~million~~removing ~~and~~Ronald ~~the~~Buschur ~~current~~as ~~equivalent~~a member of the ~~approximately~~Company’s 23Board ~~million~~and ~~warrants,~~electing ~~exercisable~~Cipora ~~for~~Lavut ~~seven~~as ~~years at~~ a ~~price~~director of $0the Company.10 On ~~per~~March 27, ~~share~~2019, ~~which~~ ~~Mr.~~those ~~Kopple~~same ~~and~~stockholders ~~his~~delivered ~~affiliated~~a ~~entities~~further ~~(collectively~~signed written consent to the ~~“Kopple~~Company ~~Parties”)~~removing ~~claimed~~William ~~should~~Anderson ~~have~~and ~~been~~Si ~~originally~~Ryong ~~issued~~Yu toas ~~them~~members ~~pursuant~~of tothe ~~various~~Company’s ~~agreements~~Board ~~with~~and ~~the~~electing ~~Company~~Robert ~~entered~~Lempert toand ~~between~~David ~~2013-2016.~~Mann Inas ~~March~~directors ~~2022,~~of the Company. ~~reached~~These awritten ~~settlement~~consents ~~with~~represented ~~the~~a ~~Kopple~~majority ~~Parties~~of ~~that~~the ~~resolves~~outstanding ~~all~~shares ~~claims~~of ~~asserted against~~ the Company’s ~~without~~common ~~any~~stock ~~admission,~~as ~~concession~~of orMarch 26, ~~finding~~2019, ofand ~~any~~March 27, ~~fault~~2019, ~~liability~~respectively. orBecause ~~wrongdoing~~of onAura’s refusal to recognize the ~~part~~legal effectiveness of the ~~Company.~~consents, ~~Under~~on April 8, 2019, the ~~terms~~stockholders filed ofsuit in the ~~settlement,~~Court of Chancery of the ~~Company~~State ~~agreed~~of Delaware pursuant to ~~pay~~Section 225 anof ~~aggregate~~the ~~amount~~Delaware General Corporations Law, seeking an order confirming the validity of ~~$10,000~~the ~~(see~~consents ~~Note~~and ~~9),~~declaring ~~including~~that anAura’s ~~initial~~Board ~~amount~~consists of $3Ms. Lavut,~~000~~ ~~due~~Mr. Mann, inDr. Lempert, Mr. Douglas ~~June~~and ~~2022~~Mr. Diaz-Versón, Jr. InOn ~~June,~~July ~~2022~~8, 2019 the ~~Company~~Court ~~paid~~of ~~$150~~Chancery ofentered ~~the~~final ~~initial amount.~~judgment ~~All~~in ~~amounts,~~favor ~~including~~of ~~all~~the stockholder ~~accrued~~plaintiffs, ~~interest~~confirming ~~and~~that ~~accrued~~(a) ~~forbearance~~Ronald ~~fees~~Buschur, ~~are~~Si toRyong beYu ~~paid~~and noWilliam ~~later~~Anderson ~~than~~had ~~eight~~been ~~years~~validly ~~from~~removed by the ~~date~~holders of a majority of the ~~initial~~Company’s ~~payment.~~outstanding ~~The~~stock ~~settlement~~acting ~~also~~by ~~provides~~written ~~for~~consent ~~standard~~(b) ~~mutual~~Ms. ~~general~~Lavut, ~~release~~Mr. ~~provisions~~Mann and ~~includes~~Dr. ~~customary~~Lempert ~~representations,~~had been validly ~~warranties,~~elected ~~and~~by ~~covenants,~~the ~~including~~holders ~~certain~~of ~~increases~~a inmajority of the ~~amount~~Company’s ~~payable~~outstanding tostock ~~the~~acting ~~Kopple~~by ~~Parties~~written consent, and (c) the ~~right~~Company’s Board of ~~such~~Directors ~~parties~~validly toconsists ~~enter~~of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr. As a result ~~judgment~~of ~~against~~prior ~~the~~management’s ~~Company~~unsuccessful ifopposition ~~the~~to ~~Company~~this ~~remains~~stockholders’ action filed in ~~uncured~~the ~~default~~Court inof ~~its~~Chancery, ~~payment~~such ~~obligations~~stockholders may ~~under~~be ~~the~~potentially ~~settlement.~~entitled Asto ofrecoup their litigation costs from the ~~date~~Company under Delaware’s corporate benefit doctrine and/or ofother ~~this~~legal ~~report~~provisions. To date, ~~the~~no ~~Company~~final determination has ~~not~~been ~~yet~~made ~~paid~~as to the $2amount of recoupment,~~850~~ ~~balance~~if ofany, ~~the~~to ~~initial~~which ~~installment~~such ~~(see~~stockholders may ~~Note~~be ~~17)~~entitled.

F-23

On March 26, 2019, various stockholders of the Company controlling a combined total of more than 27.5 million shares delivered a signed written consent to the Company removing Ronald Buschur as a member of the Company’s Board and electing Cipora Lavut as a director of the Company. On March 27, 2019, those same stockholders delivered a further signed written consent to the Company removing William Anderson and Si Ryong Yu as members of the Company’s Board and electing Robert Lempert and David Mann as directors of the Company. These written consents represented a majority of the outstanding shares of the Company’s common stock as of March 26, 2019 and March 27, 2019, respectively. Because of Aura’s refusal to recognize the legal effectiveness of the consents, on April 8, 2019 the stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the consents and declaring that Aura’s Board consists of Ms. Lavut, Mr. Mann, Dr. Lempert, Mr. Douglas and Mr. Diaz-Versón, Jr. On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr. As a result of prior management’s unsuccessful opposition to this stockholders’ action filed in the Court of Chancery, such stockholders may be potentially entitled to recoup their litigation costs from the Company under Delaware’s corporate benefit doctrine and/or other legal provisions. To date, no final determination has been made as to the amount of recoupment, if any, to which such stockholders may be entitled.

NOTE 17 – SUBSEQUENT EVENTS

Subsequent to February 2829, ~~2023~~ 2024, ~~additional amendments to~~ the ~~settlement~~Company ~~agreement~~issued ~~with Kopple (see Note 9) were entered into extending the due date for the $2~~4,~~850~~455,600 ~~balance~~shares ~~due~~of oncommon ~~the~~stock ~~initial~~in ~~payment to May 29, 2023. In~~ exchange for ~~the~~cash ~~additional~~proceeds ~~amendments, the Company agreed to pay additional extension fees~~ of $601.1 ~~in cash and an additional $200 in deferred forbearance fees to be paid with the final payment under the settlement agreement~~million.

~~Subsequent to February 28, 2023, the Company issued 2,334,847 shares of common stock in exchange for cash proceeds of $770.~~F-26

F-24

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