Financial Performance - The Company reported a net loss per common share for the three months ended September 30, 2025, with basic and diluted calculations reflecting the potential dilution from outstanding shares[38]. - The Company raised approximately $1,245,000 in net proceeds from the sale of 824,535 shares of common stock at an average price of $1.45 per share from July 1, 2025, to September 30, 2025[58]. - The Company sold 440,453 shares of common stock at an average price of approximately $1.55 per share from October 1, 2025, to November 4, 2025, generating net proceeds of approximately $663,000[73]. - On November 10, 2025, the Company entered into a securities purchase agreement to sell 1,970,000 shares of common stock at an offering price of $1.68 per share, with gross proceeds of approximately $6 million[74]. Research and Development - For the three months ended September 30, 2025, research and development costs related to TheraCour amounted to $539,522, a decrease from $644,527 in the same period of 2024, indicating a reduction of approximately 16.3%[47]. - The Company is dependent on its license agreements with TheraCour, which are critical for the development of its drug candidates[68]. - The Company has entered into multiple license agreements, including a COVID-19 License Agreement with TheraCour, which allows the Company to use proprietary technology for drug development[69]. - The Company will pay KMPL a royalty of 70% of the final invoiced sales of any resulting approved drugs from its clinical test drug candidates for COVID-19 in India[70]. Assets and Liabilities - The total property and equipment as of September 30, 2025, was $15,107,567, an increase from $15,023,250 as of June 30, 2025, reflecting a growth of approximately 0.56%[52]. - The Company’s intangible assets, net, as of September 30, 2025, totaled $314,971, a slight decrease from $317,039 as of June 30, 2025[53]. - The Company’s accumulated depreciation for property and equipment increased to $8,320,111 as of September 30, 2025, from $8,189,359 as of June 30, 2025, indicating an increase of approximately 1.6%[52]. - The Company’s accounts payable to TheraCour as of September 30, 2025, was $663,776, an increase from $584,089 as of June 30, 2025[46]. - As of September 30, 2025, accrued expenses totaled $26,300, an increase from $25,969 as of June 30, 2025[57]. Stock and Equity - The Company has 916,308 shares of Series A preferred stock outstanding, which can convert to 3,207,078 common shares only upon a change of control[39]. - The Company granted Dr. Anil Diwan 10,204 shares of Series A preferred stock, with a non-cash compensation expense of $10,013 recognized for the three months ended September 30, 2025[59]. - The Company issued 117,208 fully vested shares of common stock for consulting and legal services, recording an expense of $173,850 for the three months ended September 30, 2025[62]. - The Company has 5,434 outstanding and exercisable common stock warrants as of September 30, 2025, with a weighted average exercise price of $2.36[64]. Regulatory and Reporting - The Company adopted ASU 2023-07 for segment reporting, effective January 1, 2024, which requires additional disclosures regarding significant segment expenses[42]. - The private placement of Warrants and shares was conducted under an exemption from registration, indicating a strategic move to raise capital without extensive regulatory requirements[75]. - The company qualifies as a smaller reporting company and is not obligated to disclose certain market risk information, reflecting its operational scale[323].

Revenue Performance - For the three months ended September 30, 2025, the Precision Logistics segment generated revenue of $4,973,000, a decrease of 6.2% compared to $5,303,000 for the same period in 2024[55]. - The Premium services within the Precision Logistics segment saw revenue decline from $886,000 in Q3 2024 to $809,000 in Q3 2025, representing a decrease of 8.7%[55]. - For the nine months ended September 30, 2025, total revenue was $14,008,000, down from $16,546,000 in the same period of 2024, indicating a decline of 15.4%[55]. - The Proactive services revenue for the nine months ended September 30, 2025, was $11,687,000, compared to $12,587,000 in 2024, reflecting a decrease of 7.1%[55]. - The Authentication segment contributed $113,000 in revenue for the nine months ended September 30, 2025, down from $385,000 in the same period of 2024[55]. - For the three months ended September 30, 2025, the consolidated net revenue was $5,435,000, a decrease of 10.5% compared to $5,303,000 for the same period in 2024[142]. - For the nine months ended September 30, 2025, the consolidated net revenue was $16,546,000, a decrease of 6.5% from $17,688,000 in the same period of 2024[144]. Expenses and Losses - The net loss for the three months ended September 30, 2025, was $2,424,000, compared to a net loss of $3,356,000 for the same period in 2024, representing a 27.7% improvement[142]. - The net loss for the nine months ended September 30, 2025, was $3,323,000, compared to a net loss of $4,218,000 for the same period in 2024, indicating a 21.2% improvement[144]. - Total segment expenses for the three months ended September 30, 2025, were $3,987,000, compared to $4,836,000 in the same period of 2024, indicating a reduction of 17.5%[142]. - The total segment expenses for the nine months ended September 30, 2025, were $7,518,000, compared to $7,260,000 in the same period of 2024, reflecting an increase of 3.6%[144]. Impairments and Amortization - The company recorded a goodwill impairment charge of $1,062 thousand for the Precision Logistics segment during the three and nine months ended September 30, 2025, reducing the net book value to $2,926 thousand[66]. - An intangible asset impairment charge of $2,788 thousand was recorded during the three and nine months ended September 30, 2025, indicating that the carrying value of long-lived assets exceeded their estimated fair values[73]. - Amortization expense for intangible assets was $271 thousand for the three months ended September 30, 2025, and $819 thousand for the nine months ended September 30, 2025[77]. - The company expects to record amortization expense of $137 thousand in the remaining three months of 2025 and a total of $2,317 thousand over the next five years[78]. Share-Based Compensation - The total unrecognized share-based compensation cost related to unvested performance-based restricted stock units was $199 thousand, expected to be recognized over a weighted-average period of less than a year[106]. - The Company granted 110,773 restricted stock units with a grant date fair value of $1.52, while 155,038 units vested and 20,334 units were forfeited as of September 30, 2025[103]. - The Company had a total of 209,137 unvested restricted stock units with an average grant date fair value of $1.39 as of September 30, 2025[103]. - The Company issued 60,000 shares of restricted common stock valued at $41 thousand for consulting services on March 31, 2025, and an additional 60,000 shares valued at $45 thousand on September 30, 2025[83]. - The company expensed $92 thousand related to restricted stock units for the three months ended September 30, 2025[80]. Financial Position and Debt - As of September 30, 2025, the contract asset balance was $381 thousand, down from $786 thousand in 2024, with additions of $4,967 thousand and reclassifications to accounts receivable of $(5,319) thousand during the period[60]. - As of September 30, 2025, the Company had $0 outstanding on the revolving line of credit (RLOC) of $1 million[120]. - The Company entered into a Convertible Note Purchase Agreement for $1.1 million, with $400 thousand held by related parties as of September 30, 2025[122]. - For the nine months ended September 30, 2025, interest expense related to the convertible debt was $46 thousand, down from $66 thousand for the same period in 2024[122]. - The Company has a Master Loan Agreement with ZenCredit Ventures for up to $2 million at an annual interest rate of 16%, with $2 million loaned as of August 11, 2025[123]. - The PNC Facility includes a financial covenant to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal year[117]. - The Company had no taxes payable as of September 30, 2025, or December 31, 2024[124]. Operational Insights - The Company operates two reportable segments: Precision Logistics and Authentication, with the former accounting for nearly all of the revenue[28]. - The Company utilizes a proprietary software platform for predictive analytics in its Precision Logistics segment, enhancing service delivery and customer experience[28]. - One customer represented 12% of revenues for the nine months ended September 30, 2025, compared to 19% for the same period in 2024[134]. - One vendor accounted for 99% of transportation costs in the Precision Logistics segment during the three and nine months ended September 30, 2025[135]. - The company recognized a loss of $0.1 million on the sale of Trust Codes Global, which was sold for $1 NZD[61]. Stock and Shareholder Actions - As of September 30, 2025, the Company had 481,448 shares held in treasury valued at approximately $502 thousand, compared to 290,467 shares valued at $480 thousand as of December 31, 2024[88]. - The Company repurchased 272,177 shares for $221 thousand during the nine months ended September 30, 2025, under a share repurchase program approved in December 2023[89]. - As of September 30, 2025, there were no outstanding stock options, with a balance of 221,000 options as of December 31, 2024, all of which were forfeited or cancelled[97][99]. - The Company had 1,555,207 warrants outstanding as of September 30, 2025, with an average exercise price of $3.95, following the exercise of 1,461,896 warrants at an exercise price of $3.22[107]. - The Company has not sold any shares of common stock through the At-the-Market Sales Agreement, which has an aggregate offering price of $15.8 million[113][115]. Other Notable Events - The Company is currently evaluating the potential effects of new accounting standards on its financial statement disclosures, including ASU 2023-09 and ASU 2024-03[33][35]. - The company issued 70,000 restricted stock awards on October 9, 2025, vesting on October 9, 2026, to two members of the Board of Directors[146]. - After the third quarter ended September 30, 2025, the company discontinued one foreign patent application and abandoned one US and one European patent due to lack of planned use[146].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Nexus Inc. (Exact name of registrant as specified in its charter) Nevada 46-1119100 (State or other jurisdiction of incorporation or organization) Washington, D.C. 20549 ( ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Nexus Inc. (Exact name of registrant as specified in its charter) Nevada 46-1119100 (State or other jurisdiction of incorporation or organization) ( ...

Financial Performance - Revenues for the three months ended September 30, 2025, were $5,300,527, a decrease of $755,519 or 12.48% compared to $6,056,046 for the same period in 2024[228] - Cost of revenues increased to $5,496,377 for the three months ended September 30, 2025, compared to $4,451,185 in 2024, reflecting a rise of $1,045,192 or 23.49%[229] - Gross profit for the quarter ended September 30, 2025, was a loss of $195,850, down from a profit of $1,604,861 in the prior year, a decline of $1,800,711[230] - Selling, general and administrative expenses rose to $6,002,208 for the three months ended September 30, 2025, an increase of $2,637,415 or 78.40% compared to $3,364,793 in 2024[232] - Net loss from continuing operations was $25,844,216 for the three months ended September 30, 2025, compared to a loss of $3,177,373 for the same period in 2024, reflecting an increase in losses of $22,666,843[239] - Revenues for the nine months ended September 30, 2025, were $22,793,160, an increase of $3,494,824 or 18.11% compared to the same period in 2024[243] - Cost of revenues increased to $20,930,455, reflecting a rise of $5,949,773 or 39.71% from $14,980,682 in 2024[244] - Gross profit decreased to $1,862,705, a decline of $2,454,949 or 56.85% compared to $4,317,654 in 2024[245] - Operating expenses were $10,683,465, an increase of $1,068,781 or 11.11% from $9,614,684 in 2024[248] - Net loss was $(29,562,461) for the nine months ended September 30, 2025, compared to net income of $3,212,482 in 2024[257] Digital Assets - The Company recognized a loss of $18,639,017 related to changes in the fair value of digital assets during the three months ended September 30, 2025, with no digital assets held in the comparable 2024 period[235] - The Company recorded a loss of $(18,639,017) related to the change in fair value of its digital asset holdings for the nine months ended September 30, 2025[252] - The Company acquired digital assets with an aggregate fair value of approximately $287 million as of September 30, 2025[208] Financing Activities - The PIPE financing generated $270 million in gross proceeds, representing a significant source of liquidity during the period[261] - Net cash provided by financing activities was $329,618,207, largely attributable to PIPE and ATM transactions[276] - As of September 30, 2025, the Company had approximately $10.1 million outstanding under its secured inventory financing facilities[263] Market and Regulatory Environment - The company faces digital asset market volatility, including price, volume, and spreads for WLD/WCWLD and other tokens[279] - Regulatory developments are impacting custody, stablecoins, and exchange operations, affecting access, withdrawals, and pricing[279] - There are concerns regarding custodian concentration and counterparty risk, including operational incidents and cybersecurity[279] - Capital market conditions are influencing the company's ability to raise additional equity through PIPE or ATM transactions[279] - Interest rate levels are affecting borrowing costs under the Forever 8 Facilities and customer demand for inventory financing[279] - Macro factors such as consumer demand, e-commerce trends, geopolitics, inflation, and credit availability are significant[279] Accounting and Estimates - The company bases its financial estimates on historical experience and reasonable assumptions, which may differ from actual results[280] - Significant accounting policies are detailed in Note 2 of the Quarterly Report[282]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ 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: 001-41033 EIGHTCO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 87-2755739 (State or Oth ...

Business Operations - The Company sold its entire jade mats inventory for $2.00 million in liquidation sales in June 2023, exiting the jade mats business [232]. - The Company has limited experience with operations in Southeast Asia, requiring considerable management attention and resources [232]. - The Company has a global network of retailers and e-commerce platforms, focusing on middle to high-end private label home furnishings [227]. - The Company is actively seeking to integrate new sources of distribution and manufacturing aligned with its growth strategy [227]. - The Company has shifted some manufacturing from China to countries like Vietnam and India to mitigate tariff impacts, although most production remains in China due to quality concerns [245]. - The Company is focusing on AI-driven smart living solutions, integrating technologies like VR, AR, and AI to enhance its furniture business [245]. - The Company has identified a generational shift in consumer preferences towards high-quality, stylish furniture, which is expected to help maintain gross profit margins [245]. - The Company anticipates long-term growth opportunities through refined product development and marketing strategies targeting high-end customers [245]. Financial Performance - Net sales for the three months ended September 30, 2025, were $9.76 million, an increase of 273% from $2.62 million for the same period in 2024 [299]. - Cost of sales increased by 511% to $8.78 million for the three months ended September 30, 2025, compared to $1.44 million for the same period in 2024, with cost of sales as a percentage of sales rising to 90% [301]. - Gross profit was $0.98 million for the three months ended September 30, 2025, compared to $1.18 million for the same period in 2024, representing a gross profit margin decrease from 45% to 10% [302]. - Operating expenses decreased by 59% to $1.47 million for the three months ended September 30, 2025, from $3.59 million for the same period in 2024 [303]. - Net loss for the three months ended September 30, 2025, was $1.13 million, compared to a net loss of $2.47 million for the same period in 2024 [306]. - Net sales for the nine months ended September 30, 2025, were $14.95 million, an increase of 95% from $7.68 million for the same period in 2024 [309]. - Cost of sales for the nine months ended September 30, 2025, increased by 168% to $11.48 million, with cost of sales as a percentage of sales rising to 77% [311]. - Gross profit for the nine months ended September 30, 2025, was $3.47 million, with a gross profit margin of 23%, compared to 44% for the same period in 2024 [312]. - Operating expenses for the nine months ended September 30, 2025, were $4.35 million, a decrease of 44% from $7.78 million for the same period in 2024 [313]. - Net loss for the nine months ended September 30, 2025, was $1.76 million, compared to a net loss of $4.49 million for the same period in 2024 [316]. Compliance and Regulatory Matters - The Company regained compliance with the $1.00 minimum closing bid price requirement for continued listing on NASDAQ as of May 27, 2025 [236]. - The Company submitted a plan to regain compliance with NASDAQ listing rules by June 6, 2024, after being notified of non-compliance [234]. - The company adopted ASU 2023-07 on segment reporting in 2024, which did not have a material impact on financial statements [286]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, modifies income tax disclosure rules, which the company adopted in 2025 without material impact [287]. - The company is evaluating the impact of ASU 2023-01 on its consolidated financial statements, effective for fiscal years beginning after December 15, 2023 [289]. - The company is currently assessing the implications of ASU 2024-03 on expense disclosures, effective for annual reporting periods beginning after December 15, 2026 [291]. Capital and Financing - The Company received loan proceeds of approximately $139,802 under the Paycheck Protection Program and $176,294 from Cathay Bank, along with a $150,000 SBA loan [233]. - The Company completed three private placements for gross proceeds of $500,000 during the first six months of 2025 [233]. - The Company has increased its authorized shares from 250 million to 5 billion shares, effective immediately upon filing on November 3, 2025 [243]. - The Company has changed its name from "Nova LifeStyle, Inc." to "XMax Inc." as of November 3, 2025 [244]. - Net cash provided by financing activities was $8.63 million for the nine months ended September 30, 2025, compared to $0.96 million for the same period in 2024 [323]. Assets and Liabilities - As of September 30, 2025, the company had working capital of $7,855,912, an increase of $5,729,385 from $2,106,164 at December 31, 2024 [319]. - Net cash used in operating activities was $2.14 million for the nine months ended September 30, 2025, an increase of $1.00 million from $1.13 million for the same period in 2024 [320]. - The company incurred cash outflow of $5.00 million for investing activities, a significant increase from $0 million in the same period of 2024, primarily for investment in SpaceX [322]. - As of September 30, 2025, gross accounts receivable amounted to $16,440, with $2,709 not yet past due and $2,419 more than 90 days past due [324]. - Advances to suppliers increased to $8,025,174 as of September 30, 2025, up from $4,689,148 at December 31, 2024 [325]. - The company has no off-balance sheet arrangements that could materially affect its financial condition [330]. - There are no financial guarantees or derivative contracts that are not reflected in the consolidated financial statements [331].

Initial Public Offering - The company completed its Initial Public Offering on October 1, 2025, raising gross proceeds of $460,000,000 from the sale of 46,000,000 Units at $10.00 per Unit, including an over-allotment option of 6,000,000 Units [103]. - A total of $460,000,000 from the Initial Public Offering was placed in a Trust Account, which will be invested in U.S. government treasury obligations with a maturity of 185 days or less [105]. - The company incurred transaction costs of $23,835,700, which included $7,000,000 in cash underwriting fees and $16,100,000 in deferred underwriting fees [104]. Financial Performance - As of September 30, 2025, the company reported a net loss of $20,600 for the three months ended and a total net loss of $71,168 since inception [111]. - The company held cash of $2,000,000 and a working capital deficit of $7,654,068 as of September 30, 2025 [112]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [110]. Use of Funds - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and related due diligence [116]. Debt and Obligations - The company has no long-term debt or significant contractual obligations other than a monthly payment of $20,000 to the Sponsor for administrative services [120]. - The company may need to obtain additional financing to complete its business combination or to cover redemptions of public shares [118]. - The company has not engaged in any off-balance sheet arrangements as of September 30, 2025 [119].

Financial Performance - Q3 2025 total revenue reached $9.9 million, reflecting a 13% year-over-year increase, and year-to-date revenue of $29.7 million, up 28%[12] - Mainframe Studios revenue surged 45% year-over-year and 65% year-to-date, driven by contracts with major clients like Sony, Disney, and SpinMaster[12] - The company reported a 10% improvement in loss from operations over the second quarter and a 32% improvement year-to-date compared to the prior year[12] - Kartoon Studios maintains a strong balance sheet with $27.1 million in current assets and $24.0 million in stockholders' equity at quarter-end[12] Subscriber Growth and Engagement - Kartoon Channel! achieved its strongest month ever in October 2025, with record highs in subscriber growth and total watch time[13] Financing and Investment - The company completed a $7.3 million financing with an institutional investor in October 2025, with potential to raise an additional $7.3 million through warrants[13] Production and Contracts - Multi-year production contracts extend through 2027, ensuring reliable revenue visibility[19] - The upcoming release of Hundred Acre Wood's Winnie & Friends is set for a Christmas Eve 2025 preview, with a full premiere in 2026[20] Licensing and Partnerships - The Stan Lee Universe continues to expand through licensing partnerships, leveraging a fan base of over 30 million worldwide[20] Innovation and Development - The company is actively developing its A.I. animation unit, which is expected to transform production capabilities and industry standards[6]

Financial Performance - Q3 2025 total revenue reached $9.9 million, reflecting a 13% year-over-year increase, and year-to-date revenue of $29.7 million, up 28%[12] - Mainframe Studios revenue surged 45% year-over-year and 65% year-to-date, driven by contracts with major clients like Sony, Disney, and SpinMaster[12] - The company reported a 10% improvement in loss from operations over Q2 and a 32% improvement year-to-date compared to the previous year[12] - Kartoon Studios maintains a strong balance sheet with $27.1 million in current assets and $24.0 million in stockholders' equity at quarter-end[12] Subscriber Growth and Engagement - Kartoon Channel! achieved its strongest month ever in October 2025, with record highs in subscriber growth and total watch time[13] Financing and Contracts - The company secured $7.3 million in financing from an institutional investor, with potential for an additional $7.3 million through warrants[13] - Multi-year production contracts extend through 2027, ensuring reliable revenue streams[19] Upcoming Releases and Expansions - The upcoming release of Hundred Acre Wood's Winnie & Friends is set for a Christmas Eve 2025 preview, with a full premiere in 2026[20] - The Stan Lee Universe is expanding through licensing and collectibles partnerships, leveraging a fan base of over 30 million worldwide[20] Innovation and Development - The company is actively developing its A.I. animation unit, which is expected to transform production capabilities and industry standards[6]