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 June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39875 STARDUST POWER INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-39875 STARDUST POWER INC. (Exact name of registrant as specified in its charter) 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 June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ (State or other jurisdiction of incorpo ...

```markdown [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, equity, and cash flows, along with detailed notes explaining significant accounting policies, financial performance, and other relevant disclosures for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 | September 30, 2024 | Change | % Change | | :-------------------------------- | :------------ | :----------------- | :------- | :------- | | Cash and cash equivalents | $1,154,000 | $4,285,000 | $(3,131,000) | -73.1% | | Total current assets | $4,118,000 | $8,883,000 | $(4,765,000) | -53.6% | | Total assets | $23,757,000 | $30,669,000 | $(6,912,000) | -22.5% | | Total current liabilities | $5,439,000 | $7,812,000 | $(2,373,000) | -30.4% | | Total liabilities | $15,174,000 | $17,607,000 | $(2,433,000) | -13.8% | | Total stockholders' equity | $8,566,000 | $13,040,000 | $(4,474,000) | -34.3% | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Revenues: Oil and natural gas | $3,153,000 | $4,452,000 | $(1,299,000) | -29.2% | | Total Revenues | $3,192,000 | $4,506,000 | $(1,314,000) | -29.2% | | General and administrative expenses | $1,868,000 | $1,303,000 | $565,000 | 43.4% | | Net loss from continuing operations | $(1,553,000) | $(1,006,000) | $(547,000) | 54.4% | | Net (loss) earnings from discontinued operations | $0 | $(228,000) | $228,000 | -100.0% | | Net loss attributable to Barnwell Industries, Inc. | $(1,550,000) | $(1,246,000) | $(304,000) | 24.4% | | Basic and diluted loss per common share (continuing ops) | $(0.15) | $(0.10) | $(0.05) | 50.0% | | Basic and diluted loss per common share (total) | $(0.15) | $(0.12) | $(0.03) | 25.0% | Condensed Consolidated Statements of Operations Highlights (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Revenues: Oil and natural gas | $10,593,000 | $13,726,000 | $(3,133,000) | -22.8% | | Total Revenues | $10,695,000 | $14,346,000 | $(3,651,000) | -25.5% | | General and administrative expenses | $5,193,000 | $3,879,000 | $1,314,000 | 33.9% | | Net loss from continuing operations | $(4,691,000) | $(2,438,000) | $(2,253,000) | 92.4% | | Net (loss) earnings from discontinued operations | $12,000 | $(1,008,000) | $1,020,000 | -101.2% | | Net loss attributable to Barnwell Industries, Inc. | $(4,674,000) | $(3,682,000) | $(992,000) | 26.9% | | Basic and diluted loss per common share (continuing ops) | $(0.47) | $(0.27) | $(0.20) | 74.1% | | Basic and diluted loss per common share (total) | $(0.47) | $(0.37) | $(0.10) | 27.0% | [Condensed Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Condensed Consolidated Statements of Comprehensive Loss Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Net loss | $(1,553,000) | $(1,234,000) | $(319,000) | 25.8% | | Total other comprehensive (loss) income | $(37,000) | $(9,000) | $(28,000) | 311.1% | | Total comprehensive loss | $(1,590,000) | $(1,243,000) | $(347,000) | 27.9% | | Comprehensive loss attributable to Barnwell Industries, Inc. | $(1,587,000) | $(1,255,000) | $(332,000) | 26.5% | Condensed Consolidated Statements of Comprehensive Loss Highlights (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Net loss | $(4,679,000) | $(3,446,000) | $(1,233,000) | 35.8% | | Total other comprehensive (loss) income | $53,000 | $(44,000) | $97,000 | -220.5% | | Total comprehensive loss | $(4,626,000) | $(3,490,000) | $(1,136,000) | 32.5% | | Comprehensive loss attributable to Barnwell Industries, Inc. | $(4,621,000) | $(3,726,000) | $(895,000) | 24.0% | [Condensed Consolidated Statements of Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Condensed Consolidated Statements of Equity Highlights (Nine Months Ended June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 | September 30, 2024 | Change | % Change | | :-------------------------------- | :------------ | :----------------- | :------- | :------- | | Common stock | $5,111,000 | $5,098,000 | $13,000 | 0.3% | | Additional paid-in capital | $7,824,000 | $7,690,000 | $134,000 | 1.7% | | (Accumulated deficit) retained earnings | $(4,079,000) | $595,000 | $(4,674,000) | -785.5% | | Accumulated other comprehensive income | $1,996,000 | $1,943,000 | $53,000 | 2.7% | | Total stockholders' equity | $8,566,000 | $13,040,000 | $(4,474,000) | -34.3% | - The company's **accumulated deficit significantly increased by $4,674,000**, moving from a **retained earnings** position of **$595,000** at September 30, 2024, to an **accumulated deficit** of **$(4,079,000)** at June 30, 2025, **primarily due to** the **net loss** incurred during the period[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Net cash (used in) provided by operating activities from continuing operations | $(1,163,000) | $4,349,000 | $(5,512,000) | -126.7% | | Net cash used in investing activities from continuing operations | $(2,235,000) | $(1,729,000) | $(506,000) | 29.3% | | Net cash used in financing activities from continuing operations | $(60,000) | $(226,000) | $166,000 | -73.5% | | Net cash provided by (used in) discontinued operations | $193,000 | $(813,000) | $1,006,000 | -123.7% | | Net (decrease) increase in cash and cash equivalents | $(3,351,000) | $1,563,000 | $(4,914,000) | -314.4% | | Cash and cash equivalents of continuing operations at end of period | $1,154,000 | $4,349,000 | $(3,195,000) | -73.5% | - **Operating cash flows** from continuing operations **significantly decreased by $5,512,000**, shifting from a positive inflow of **$4,349,000** in 2024 to an outflow of **$(1,163,000)** in 2025, **primarily due to** lower oil and natural gas segment results, higher general and administrative expenses from shareholder contests, and no distributions from land investment partnerships in the current period[19](index=19&type=chunk)[169](index=169&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Summary of Significant Accounting Policies](index=10&type=section&id=1.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The company's condensed consolidated financial statements include Barnwell Industries, Inc. and all majority-owned subsidiaries, including a **77.6%**-owned land investment general partnership and a **75%**-owned land investment partnership. Undivided interests in oil and natural gas joint ventures are consolidated proportionately, while **significant** but non-controlling interests are accounted for by the equity method[20](index=20&type=chunk)[21](index=21&type=chunk) - On March 14, 2025, the Company completed the sale of Water Resources International, Inc., its contract drilling segment, classifying its assets, liabilities, and results as discontinued operations for all periods presented[28](index=28&type=chunk) [2. Going Concern](index=11&type=section&id=2.%20GOING%20CONCERN) - The Company faces **substantial doubt** about its ability to continue as a going concern for one year from the filing date due to uncertainties in oil and natural gas **operating cash flows**, impacts of recently imposed tariffs on oil prices, and **significant** costs incurred from shareholder consent solicitation and proxy contests[31](index=31&type=chunk)[32](index=32&type=chunk) - The Company is exploring potential funding sources, including debt financing, stock issuance, and partial or complete sale of its interests in Kukio Resort Land Development Partnerships, but no probable timing or amounts have been secured. The recent sale of U.S. oil and natural gas properties is not expected to be sufficient to overcome the going concern doubt[33](index=33&type=chunk) [3. Discontinued Operations](index=12&type=section&id=3.%20DISCONTINUED%20OPERATIONS) - On March 14, 2025, Barnwell sold its wholly-owned subsidiary, Water Resources International, Inc. (contract drilling segment), for **$1,050,000**, consisting of a **$250,000** cash payment and an **$800,000** promissory note. The Company recorded a **loss of $193,000** on the sale[34](index=34&type=chunk)[37](index=37&type=chunk) - The promissory note's payment schedule was amended in August 2025, extending due dates and **increasing** the annual interest rate from zero to **12%** (beginning August 15, 2025) and then to **18%** (beginning December 15, 2025)[35](index=35&type=chunk) Financial Results from Discontinued Operations (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :--------------------------------------- | :----------- | :----------- | :----------- | :------- | | Revenues: Contract drilling | $1,156,000 | $3,084,000 | $(1,928,000) | -62.5% | | Total Revenues | $1,156,000 | $3,110,000 | $(1,954,000) | -62.8% | | Total Costs and expenses | $951,000 | $4,118,000 | $(3,167,000) | -76.9% | | Net (loss) earnings from discontinued operations | $12,000 | $(1,008,000) | $1,020,000 | -101.2% | [4. Loss Per Common Share](index=14&type=section&id=4.%20LOSS%20PER%20COMMON%20SHARE) Basic and Diluted Loss Per Common Share (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------------------------------------------------------------- | :----- | :----- | :----- | :------- | | Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders | $(0.15) | $(0.10) | $(0.05) | 50.0% | | Net loss per common share from discontinued operations | $0.00 | $(0.02) | $0.02 | -100.0% | | Net loss per common share attributable to Barnwell Industries, Inc. stockholders | $(0.15) | $(0.12) | $(0.03) | 25.0% | Basic and Diluted Loss Per Common Share (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------------------------------------------------------------- | :----- | :----- | :----- | :------- | | Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders | $(0.47) | $(0.27) | $(0.20) | 74.1% | | Net loss per common share from discontinued operations | $0.00 | $(0.10) | $0.10 | -100.0% | | Net loss per common share attributable to Barnwell Industries, Inc. stockholders | $(0.47) | $(0.37) | $(0.10) | 27.0% | - Potentially dilutive securities, including **465,000** stock options and **214,270** restricted stock units for the three months ended June 30, 2025, were excluded from diluted EPS calculations as their inclusion would have been anti-dilutive[43](index=43&type=chunk) [5. Accounts and Other Receivables and Allowance for Credit Losses](index=15&type=section&id=5.%20ACCOUNTS%20AND%20OTHER%20RECEIVABLES%20AND%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) - The Company recorded an estimated accrued insurance recovery receivable of **$348,000** as of June 30, 2025, for legal fees covered under directors and officers' liability insurance policies[46](index=46&type=chunk) Allowance for Credit Losses Activity (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :--------------------------------------- | :----------- | :----------- | :----------- | :------- | | Allowance for credit losses at beginning of period | $141,000 | $50,000 | $91,000 | 182.0% | | (Reversal of) provision for expected credit losses | $(8,000) | $53,000 | $(61,000) | -115.1% | | Write-offs charged against the allowance | $(77,000) | $(7,000) | $(70,000) | 1000.0% | | Allowance for credit losses at end of period | $50,000 | $110,000 | $(60,000) | -54.5% | [6. Investments](index=16&type=section&id=6.%20INVESTMENTS) - Barnwell holds indirect non-controlling ownership interests in the Kukio Resort Land Development Partnerships, which derive income from real estate sales and club memberships. The last two single-family lots in Increment I were sold in Q1 2024, with no sales in the current period[49](index=49&type=chunk)[51](index=51&type=chunk) - Equity in income of affiliates was nil for the three and nine months ended June 30, 2025, compared to **$1,071,000** for the nine months ended June 30, 2024, due to no lot sales in the current period and the suspension of equity method earnings recognition after cumulative distributions exceeded the investment balance[54](index=54&type=chunk)[55](index=55&type=chunk) - Increment II is not yet under development, and there is no assurance of future development or payments from it[52](index=52&type=chunk)[58](index=58&type=chunk) [7. Oil and Natural Gas Properties and Asset Retirement Obligations](index=18&type=section&id=7.%20OIL%20AND%20NATURAL%20GAS%20PROPERTIES%20AND%20ASSET%20RETIREMENT%20OBLIGATIONS) - The Company incurred non-cash ceiling test impairments for its U.S. oil and natural gas properties of **$200,000** and **$865,000** for the three and nine months ended June 30, 2025, respectively. This compares to **$599,000** and **$2,276,000** for the same periods in 2024, which included Canadian properties[64](index=64&type=chunk)[65](index=65&type=chunk) - Declines in the 12-month historical rolling average first-day-of-the-month oil and gas prices could lead to further impairment write-downs in the quarter ending September 30, 2025[66](index=66&type=chunk) - Barnwell has provided **$975,000** in cumulative cash deposits to Canada's Orphan Well Association (OWA) for abandonment and reclamation costs, with a portion of the unused deposit now estimated to be applied to future reclamation work[67](index=67&type=chunk) [8. Retirement Plans](index=20&type=section&id=8.%20RETIREMENT%20PLANS) - Barnwell sponsors a noncontributory defined benefit pension plan (Pension Plan) and a Supplemental Executive Retirement Plan (SERP), with benefit accruals frozen since December 31, 2019[68](index=68&type=chunk) Net Periodic Benefit (Income) Cost (Nine Months Ended June 30) | Metric | Pension Plan 2025 | Pension Plan 2024 | SERP 2025 | SERP 2024 | | :-------------------------------- | :---------------- | :---------------- | :-------- | :-------- | | Interest cost | $293,000 | $308,000 | $71,000 | $72,000 | | Expected return on plan assets | $(600,000) | $(575,000) | $0 | $0 | | Amortization of net actuarial gain | $0 | $0 | $0 | $(64,000) | | Net periodic benefit (income) cost | $(307,000) | $(267,000) | $71,000 | $8,000 | - The Pension Plan held **520,350** shares of Barnwell common stock at June 30, 2025, representing over **5%** of the Company's outstanding common shares[71](index=71&type=chunk)[100](index=100&type=chunk) [9. Income Taxes](index=21&type=section&id=9.%20INCOME%20TAXES) Income Tax (Benefit) Provision from Continuing Operations (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :----------- | :------- | | Current | $186,000 | $140,000 | $46,000 | 32.9% | | Deferred | $(51,000) | $47,000 | $(98,000) | -208.5% | | Total Income tax (benefit) provision | $135,000 | $187,000 | $(52,000) | -27.8% | - Consolidated taxes do not bear a customary relationship to pretax results due to separate taxation in Canada and the U.S., inability to offset operating results between Canadian subsidiaries, and limited sheltering of non-unitary income from Hawaii land investment partnerships[72](index=72&type=chunk) - The 'One Big Beautiful Bill Act,' signed on July 4, 2025, permanently extends **100%** bonus depreciation for certain capital expenditures. The Company is evaluating its full impact, which is not reflected in the June 30, 2025 financial statements[73](index=73&type=chunk) [10. Segment Information](index=22&type=section&id=10.%20SEGMENT%20INFORMATION) - Following the sale of the contract drilling segment, Barnwell's continuing operations consist of two principal business segments: Oil and Natural Gas (Canada, U.S. states of Oklahoma and Texas) and Land Investment (leasehold land interests in Hawaii)[74](index=74&type=chunk)[75](index=75&type=chunk) Segment Revenues (Nine Months Ended June 30) | Segment | 2025 | 2024 | Change | % Change | | :-------------------- | :----------- | :----------- | :----------- | :------- | | Oil and natural gas | $10,593,000 | $13,726,000 | $(3,133,000) | -22.8% | | Land investment | $0 | $500,000 | $(500,000) | -100.0% | | Total revenues | $10,695,000 | $14,346,000 | $(3,651,000) | -25.5% | Segment Operating Profit (Nine Months Ended June 30) | Segment | 2025 | 2024 | Change | % Change | | :-------------------- | :--------- | :--------- | :--------- | :------- | | Oil and natural gas | $663,000 | $2,000 | $661,000 | 33050.0% | | Land investment | $0 | $500,000 | $(500,000) | -100.0% | | Total operating profit | $720,000 | $566,000 | $154,000 | 27.2% | [11. Revenue From Contracts With Customers](index=23&type=section&id=11.%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) Disaggregated Revenue by Stream (Nine Months Ended June 30) | Revenue Stream | 2025 | 2024 | Change | % Change | | :-------------------- | :----------- | :----------- | :----------- | :------- | | Oil | $8,104,000 | $10,474,000 | $(2,370,000) | -22.6% | | Natural gas | $1,267,000 | $1,768,000 | $(501,000) | -28.3% | | Natural gas liquids | $1,222,000 | $1,484,000 | $(262,000) | -17.7% | | Contingent residual payments | $0 | $500,000 | $(500,000) | -100.0% | | Other | $58,000 | $66,000 | $(8,000) | -12.1% | | Total revenues before interest income | $10,651,000 | $14,292,000 | $(3,641,000) | -25.5% | Disaggregated Revenue by Geographical Region (Nine Months Ended June 30) | Region | 2025 | 2024 | Change | % Change | | :-------------------- | :----------- | :----------- | :----------- | :------- | | United States | $1,078,000 | $2,463,000 | $(1,385,000) | -56.2% | | Canada | $9,573,000 | $11,829,000 | $(2,256,000) | -19.1% | | Total revenues before interest income | $10,651,000 | $14,292,000 | $(3,641,000) | -25.5% | Accounts Receivables from Contracts with Customers | Date | Amount | | :-------------------- | :----------- | | June 30, 2025 | $1,128,000 | | September 30, 2024 | $1,472,000 | | September 30, 2023 | $2,344,000 | *Accounts receivables from contracts with customers **decreased by $344,000** from September 30, 2024, to June 30, 2025* [12. Accumulated Other Comprehensive Income](index=25&type=section&id=12.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME) Accumulated Other Comprehensive Income (Nine Months Ended June 30) | Component | 2025 | 2024 | Change | % Change | | :--------------------------------------- | :----------- | :----------- | :----------- | :------- | | Net current period other comprehensive income (Foreign currency translation) | $53,000 | $20,000 | $33,000 | 165.0% | | Net current period other comprehensive loss (Retirement plans) | $0 | $(64,000) | $64,000 | -100.0% | | Accumulated other comprehensive income, net of taxes (End of period) | $1,996,000 | $2,060,000 | $(64,000) | -3.1% | [13. Fair Value Measurements](index=25&type=section&id=13.%20FAIR%20VALUE%20MEASUREMENTS) - The fair values of cash, receivables, payables, and current liabilities approximate their carrying values due to their short-term nature[83](index=83&type=chunk) - Fair values of oil and natural gas properties and asset retirement obligations are based on estimated discounted cash flow models and market assumptions, **primarily using Level 3 inputs** such as future commodity prices, reserve projections, development costs, production rates, and risk-adjusted discount rates[84](index=84&type=chunk)[86](index=86&type=chunk) [14. Debt](index=26&type=section&id=14.%20DEBT) - In March 2025, the Company entered into an 11-month, **9.4%** annual interest rate financing agreement for **$183,000** to cover directors and officers insurance premiums. The outstanding liability was **$109,000** as of June 30, 2025[87](index=87&type=chunk) [15. Stockholders' Equity](index=26&type=section&id=15.%20STOCKHOLDERS'%20EQUITY) - The Board granted **105,820** restricted stock units (RSUs) to independent directors and **66,000** RSUs to the CEO in fiscal 2025, vesting ratably over three years[88](index=88&type=chunk)[89](index=89&type=chunk) Restricted Stock Unit Activity (October 1, 2024, to June 30, 2025) | Activity | Restricted Stock Units | Weighted-Average Grant Date Fair Value | | :-------------------- | :--------------------- | :------------------------------------- | | Nonvested at October 1, 2024 | 110,892 | $2.63 | | Granted | 171,820 | $1.82 | | Vested | (20,000) | $2.63 | | Forfeited | (78,356) | $2.13 | | Nonvested at June 30, 2025 | 184,356 | $2.09 | - On January 26, 2025, the Board adopted a shareholder rights plan, entitling holders to purchase common stock at **$9.00**, designed to impose **significant** dilution on any person or group acquiring **20%** or more of outstanding common stock without Board approval[92](index=92&type=chunk)[93](index=93&type=chunk) [16. Contingencies](index=28&type=section&id=16.%20CONTINGENCIES) - Management is not aware of any claims or litigation likely to have a material adverse effect on its results of operations, financial position, or liquidity, other than the shareholder contest actions discussed elsewhere in the filing[96](index=96&type=chunk) [17. Information Relating to the Condensed Consolidated Statements of Cash Flows](index=28&type=section&id=17.%20INFORMATION%20RELATING%20TO%20THE%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Supplemental Cash Flow Information (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Cash paid for income taxes, net of refunds | $148,000 | $71,000 | $77,000 | 108.5% | | Prepaid insurance funded by short-term premium financing | $168,000 | $0 | $168,000 | N/A | - Capital expenditure accruals related to oil and natural gas exploration and development **decreased by $2,187,000** in the nine months ended June 30, 2025, compared to a **decrease of $628,000** in the prior year[97](index=97&type=chunk) [18. Related Party Transactions](index=28&type=section&id=18.%20RELATED%20PARTY%20TRANSACTIONS) - Kaupulehu Developments is entitled to receive payments from lot sales by KD I and KD II, entities within the Kukio Resort Land Development Partnerships where Barnwell holds indirect non-controlling interests. No lots were sold in the nine months ended June 30, 2025, compared to **$500,000** received in the prior year[98](index=98&type=chunk)[99](index=99&type=chunk) - During the three months ended June 30, 2025, the Barnwell Pension Plan purchased **48,664** shares of Barnwell common stock, resulting in the plan owning over **5%** of the Company's common shares outstanding[100](index=100&type=chunk) [19. Subsequent Events](index=29&type=section&id=19.%20SUBSEQUENT%20EVENTS) - On August 8, 2025, Barnwell agreed to sell all its U.S. oil and natural gas assets for **$2,300,000**, expecting to incur a **loss on sale of approximately $700,000** after taxes in Q3 2025. This sale means Barnwell will no longer own any U.S. oil and natural gas assets[101](index=101&type=chunk) - In August 2025, the promissory note from the Water Resources sale was amended, extending payment due dates and **increasing** the annual interest rate from zero to **12%** (from August 15, 2025) and then to **18%** (from December 15, 2025)[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, including forward-looking statements, critical accounting policies, current outlook, segment overview, detailed analysis of financial performance, and liquidity and capital resources, with a focus on continuing operations [Cautionary Statement Relevant to Forward-Looking Information](index=30&type=section&id=Cautionary%20Statement%20Relevant%20to%20Forward-Looking%20Information) - The report contains forward-looking statements based on current expectations, which involve risks, uncertainties, and assumptions that could cause actual results to differ materially. Barnwell disclaims any obligation to publicly update or revise these statements[105](index=105&type=chunk) [Critical Accounting Policies and Estimates](index=30&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The most critical accounting policies and estimates relate to the full-cost ceiling calculation, depletion of oil and natural gas properties, and income taxes. There have been no **significant** changes to these policies during the three and nine months ended June 30, 2025[106](index=106&type=chunk) [Current Outlook](index=30&type=section&id=Current%20Outlook) - The Company's ability to sustain its business depends on sufficient oil and natural gas **operating cash flows**, which are highly sensitive to fluctuating prices and operating expenses. Funding discretionary capital expenditures for reserve growth or replacement requires external debt/equity sources not currently in place[108](index=108&type=chunk)[109](index=109&type=chunk) - **Substantial doubt** exists about the Company's ability to continue as a going concern for one year due to shareholder contest costs, impacts of tariffs on oil prices, and uncertainty in cash inflows, which limit capital expenditures and funding for non-discretionary outflows[110](index=110&type=chunk)[111](index=111&type=chunk) - The Company is evaluating the impact of new FASB ASUs on segment reporting (ASU 2023-07), income tax disclosures (ASU 2023-09), and income statement expense disaggregation (ASU 2024-03), with some effective for fiscal 2025 or later[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) [Overview](index=32&type=section&id=Overview) - Following the sale of its contract drilling segment, Barnwell's continuing operations are focused on: 1) acquiring, developing, producing, and selling oil and natural gas in Canada and the U.S. (Oklahoma and Texas), and 2) leasehold land interests in Hawaii (land investment segment)[117](index=117&type=chunk)[118](index=118&type=chunk) - The land investment segment includes rights to percentage of sales payments from Increment I (now fully sold), potential future distributions from Increment II (not yet developed), and an indirect ownership interest in the Kukio Resort Land Development Partnerships[119](index=119&type=chunk)[121](index=121&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) [Summary of Results From Continuing Operations](index=34&type=section&id=Summary%20of%20Results%20From%20Continuing%20Operations) - **Net loss** from continuing operations attributable to Barnwell **increased by $532,000** to **$1,550,000** for the three months ended June 30, 2025, compared to **$1,018,000** in the prior year[123](index=123&type=chunk) - For the nine months ended June 30, 2025, **net loss** from continuing operations **increased by $2,012,000** to **$4,686,000**, compared to **$2,674,000** in the prior year, driven by higher general and administrative expenses, **decreased** equity in income from affiliates, and lower oil and natural gas revenues[124](index=124&type=chunk)[125](index=125&type=chunk) - General and administrative expenses **increased by $1,314,000** for the nine months, **primarily due to $1,599,000** in costs related to shareholder consent solicitation, legal actions, and a proxy contest, partially offset by estimated insurance recoveries[124](index=124&type=chunk) [General](index=35&type=section&id=General) - Barnwell is subject to foreign currency translation and transaction gains/losses due to Canadian dollar fluctuations against the U.S. dollar. The average Canadian dollar exchange rate **decreased by 1%** and **3%** for the three and nine months ended June 30, 2025, respectively, compared to prior periods[126](index=126&type=chunk)[127](index=127&type=chunk) - Other comprehensive loss from foreign currency translation adjustments was **$37,000** for the three months ended June 30, 2025, a **$49,000** change from income of **$12,000** in the prior year, with no taxes due to a full valuation allowance[127](index=127&type=chunk) [Oil and Natural Gas](index=35&type=section&id=Oil%20and%20Natural%20Gas) Average Price Per Unit (Three Months Ended June 30) | Commodity | 2025 | 2024 | Change | % Change | | :-------------------- | :----- | :----- | :----- | :------- | | Natural Gas (Mcf) | $1.39 | $1.00 | $0.39 | 39% | | Oil (Bbls) | $55.78 | $70.64 | $(14.86) | -21% | | Natural gas liquids (Bbls) | $25.93 | $29.81 | $(3.88) | -13% | Net Production Volumes (Three Months Ended June 30) | Commodity | 2025 | 2024 | Change | % Change | | :-------------------- | :------- | :------- | :------- | :------- | | Natural Gas (Mcf) | 290,000 | 348,000 | (58,000) | -17% | | Oil (Bbls) | 42,000 | 50,000 | (8,000) | -16% | | Natural gas liquids (Bbls) | 14,000 | 16,000 | (2,000) | -13% | - Oil and natural gas revenues **decreased by $1,299,000 (29%)** and **$3,133,000 (23%)** for the three and nine months ended June 30, 2025, respectively, **primarily due to** decreases in production from natural declines and properties sold, as well as lower oil prices[136](index=136&type=chunk) - The Company amended Canadian natural gas and oil sales contracts in February and June 2025, respectively, to fix prices for certain volumes, representing approximately **39%** of Canadian natural gas gross production and **18%** of Canadian oil gross production for the nine months ended June 30, 2025[137](index=137&type=chunk)[138](index=138&type=chunk) [Sale of Interest in Leasehold Land](index=38&type=section&id=Sale%20of%20Interest%20in%20Leasehold%20Land) - No revenues from the sale of interest in leasehold land were recorded for the three and nine months ended June 30, 2025, compared to **$500,000** for the nine months ended June 30, 2024, which resulted from the sale of the last two single-family lots in Increment I[143](index=143&type=chunk) - There is no assurance of future sales or development of Increment II, where the Company holds an indirect non-controlling ownership interest[144](index=144&type=chunk) [General and Administrative Expenses](index=39&type=section&id=General%20and%20Administrative%20Expenses) - General and administrative expenses **increased by $565,000 (43%)** for the three months and **$1,314,000 (34%)** for the nine months ended June 30, 2025, **primarily due to $657,000** and **$1,599,000**, respectively, in new fees and costs related to a shareholder consent solicitation, legal actions, and a proxy contest, partially offset by estimated insurance recoveries[145](index=145&type=chunk)[146](index=146&type=chunk) - Related costs are expected to continue beyond June 30, 2025, as the annual stockholders meeting was rescheduled due to a lack of quorum, and the amount of future costs is uncertain[147](index=147&type=chunk) [Depletion, Depreciation, and Amortization](index=39&type=section&id=Depletion,%20Depreciation,%20and%20Amortization) - Depletion, depreciation, and amortization **decreased by $450,000 (35%)** and **$1,593,000 (39%)** for the three and nine months ended June 30, 2025, respectively, **primarily due to** a lower depletion rate resulting from **significant** ceiling test impairments in prior periods and **decreased** production[148](index=148&type=chunk)[141](index=141&type=chunk) [Impairment of Assets](index=39&type=section&id=Impairment%20of%20Assets) - The Company incurred non-cash ceiling test impairments for its U.S. oil and natural gas properties of **$200,000** and **$865,000** for the three and nine months ended June 30, 2025, respectively. This is a **decrease from $599,000** and **$2,276,000** in the prior year periods, which included Canadian properties[150](index=150&type=chunk)[151](index=151&type=chunk) - Future declines in the 12-month historical rolling average first-day-of-the-month oil and gas prices could lead to further impairment write-downs in the quarter ending September 30, 2025[152](index=152&type=chunk) [Foreign Currency (Gain) Loss](index=40&type=section&id=Foreign%20Currency%20(Gain)%20Loss) - The Company recorded a **$219,000** foreign currency gain for the three months ended June 30, 2025, compared to a **$61,000 loss** in the prior year. For the nine months, a **$122,000** foreign currency **loss** was recorded, compared to a **$63,000 loss** in the prior year, due to exchange rate changes on intercompany loans[153](index=153&type=chunk) [Equity in Income of Affiliates](index=40&type=section&id=Equity%20in%20Income%20of%20Affiliates) - Equity in income of affiliates was nil for the three and nine months ended June 30, 2025, a **decrease from $1,071,000** for the nine months ended June 30, 2024. This decline is **primarily due to** no lot sales by the Kukio Resort Land Development Partnerships in the current period[154](index=154&type=chunk) - The Company suspended equity method earnings recognition in Q2 2021 after cumulative distributions exceeded its investment balance. Future earnings will only be recognized once its share of cumulative earnings exceeds distributions during the suspended period[157](index=157&type=chunk) [Income Taxes](index=41&type=section&id=Income%20Taxes) - Barnwell's effective consolidated income tax rate from continuing operations was **2%** for the three months and **(3%)** for the nine months ended June 30, 2025, compared to **(2%)** and **(8%)** for the same periods in 2024[159](index=159&type=chunk) - The non-customary relationship between consolidated taxes and pretax results is due to separate taxation in Canada and the U.S., inability to offset operating results between Canadian subsidiaries, and limited sheltering of non-unitary income from Hawaii land investment partnerships[160](index=160&type=chunk) [Net (Loss) Earnings Attributable to Non-controlling Interests](index=42&type=section&id=Net%20(Loss)%20Earnings%20Attributable%20to%20Non-controlling%20Interests) - **Net loss** attributable to non-controlling interests totaled **$3,000** and **$5,000** for the three and nine months ended June 30, 2025, respectively, a **significant** change from **net earnings of $12,000** and **$236,000** in the prior year periods. This change is **primarily due to** decreases in equity in income of affiliates and percentage of sales revenues[163](index=163&type=chunk) [Net (Loss) Earnings From Discontinued Operations](index=42&type=section&id=Net%20(Loss)%20Earnings%20From%20Discontinued%20Operations) - **Net earnings** from discontinued operations were **$12,000** for the nine months ended June 30, 2025, compared to a **net loss of $1,008,000** in the prior year, following the sale of the contract drilling segment on March 14, 2025[164](index=164&type=chunk)[165](index=165&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) - At June 30, 2025, Barnwell had a working capital deficit of **$1,321,000**, including **$918,000** in incurred but unpaid legal and professional service costs related to shareholder contests, net of **$348,000** in estimated insurance recoveries[167](index=167&type=chunk)[168](index=168&type=chunk) - The Company's **primary liquidity sources** are cash on hand and cash flow from oil and natural gas operations, as cash flow from the land investment segment is expected to be intermittent and not **significant**[167](index=167&type=chunk) - **Substantial doubt** about the Company's ability to continue as a going concern persists due to uncertainties in oil and natural gas cash inflows, shareholder contest costs, and the impact of tariffs, despite the recent sale of U.S. oil and natural gas properties[174](index=174&type=chunk)[175](index=175&type=chunk) [Cash Flows From Continuing Operations](index=43&type=section&id=Cash%20Flows%20From%20Continuing%20Operations) - **Cash flows used in continuing operations totaled $1,163,000** for the nine months ended June 30, 2025, a **$5,512,000 decrease** from **$4,349,000** provided in the prior year, **primarily due to** lower oil and natural gas operating results, higher G&A expenses from shareholder contests, and no land investment distributions[169](index=169&type=chunk) - **Cash flows used in investing activities** from continuing operations **increased by $506,000** to **$2,235,000**, driven by higher capital expenditures in oil and natural gas and cash divested from discontinued operations, partially offset by dividends and note receivable payments from discontinued operations[170](index=170&type=chunk) - **Cash flows used in financing activities** from continuing operations **decreased by $166,000** to **$60,000**, mainly due to a **decrease** in distributions to non-controlling interests, partially offset by repayments for insurance premium financing[171](index=171&type=chunk) [Going Concern](index=43&type=section&id=Going%20Concern) - The Company's future sustainability hinges on sufficient oil and natural gas **operating cash flows**, which are vulnerable to price fluctuations and operating expenses. Discretionary capital expenditures require external funding not currently secured[173](index=173&type=chunk) - **Substantial doubt** about the Company's ability to continue as a going concern for one year exists due to **increased** uncertainty in oil and natural gas cash inflows, shareholder contest costs, and the economic impact of tariffs, limiting funding for both discretionary and non-discretionary outflows[174](index=174&type=chunk) [Oil and Natural Gas Capital Expenditures](index=44&type=section&id=Oil%20and%20Natural%20Gas%20Capital%20Expenditures) Oil and Natural Gas Capital Expenditures (Excluding Acquisitions and ARO) | Period | 2025 | 2024 | Change | % Change | | :-------------------- | :--------- | :--------- | :--------- | :------- | | Three months ended June 30 | $385,000 | $751,000 | $(366,000) | -48.7% | | Nine months ended June 30 | $767,000 | $1,806,000 | $(1,039,000) | -57.5% | - Estimated investments in oil and natural gas properties for fiscal 2025 range from **$800,000** to **$1,000,000**, subject to adjustment based on cash flows and management's assessment of the market[177](index=177&type=chunk) [Oil and Natural Gas Property Dispositions](index=44&type=section&id=Oil%20and%20Natural%20Gas%20Property%20Dispositions) - No **significant** oil and natural gas property dispositions occurred during the nine months ended June 30, 2025, though **$282,000** in proceeds from a late September 2024 sale were credited in October 2024[178](index=178&type=chunk) - On August 8, 2025, Barnwell agreed to sell all its U.S. oil and natural gas assets for **$2,300,000**, meaning the Company will no longer own any U.S. oil and natural gas assets[180](index=180&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the Company's disclosure controls and procedures, confirming their effectiveness as of June 30, 2025, and stating that no material changes occurred in internal control over financial reporting during the quarter [Disclosure Controls and Procedures](index=45&type=section&id=Disclosure%20Controls%20and%20Procedures) - Barnwell's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[182](index=182&type=chunk) [Changes in Internal Control Over Financial Reporting](index=45&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - There were no changes in Barnwell's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[183](index=183&type=chunk) [PART II - OTHER INFORMATION](index=46&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) This section details the legal dispute between Barnwell and the Sherwood Group regarding director nominations, culminating in a Delaware Chancery Court ruling in favor of the Company, invalidating the Sherwood Group's nominations - Barnwell filed a lawsuit against the Sherwood Group in Delaware Chancery Court, seeking declaratory judgment that the Sherwood Group's director nomination notice for the 2025 Annual Meeting was invalid due to non-compliance with Company Bylaws[185](index=185&type=chunk) - On May 21, 2025, the Delaware Chancery Court ruled in favor of Barnwell, confirming the invalidity of the Sherwood nomination notice and that the Board properly applied the Bylaws. The Sherwood Group did not appeal[187](index=187&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) This section updates the Company's risk factors, highlighting the significant negative impact of activist shareholder actions on business strategies and financial condition, and reiterating substantial doubt about the Company's ability to continue as a going concern - Continued actions by an activist shareholder (Sherwood Group) have had, and are expected to continue to have, a **significant negative impact** on Barnwell's ability to execute business strategies, resulting in **substantial** legal and advisory fees and potential disruption to business opportunities and employee retention[190](index=190&type=chunk)[191](index=191&type=chunk) - The Company faces **substantial doubt** about its ability to continue as a going concern due to insufficient oil and natural gas **operating cash flows**, dependence on volatile oil and natural gas prices, and the financial strain from shareholder contest costs and tariffs[192](index=192&type=chunk)[193](index=193&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides details on purchases of Barnwell common stock by the Barnwell Industries, Inc. Employees' Pension Plan Trust, an affiliated purchaser, during the three months ended June 30, 2025 - On July 3, 2025, the Barnwell Industries, Inc. Employees' Pension Plan Trust reported beneficial ownership of **520,350** shares of Barnwell common stock, representing over **5%** of the Company's outstanding shares[195](index=195&type=chunk) Purchases of Equity Securities by Barnwell Pension Plan (Three Months Ended June 30, 2025) | Period | Total number of shares purchased | Average price paid per share | | :-------------------- | :----------------------------- | :--------------------------- | | April 1 - April 30, 2025 | 23,201 | $1.50 | | May 1 - May 31, 2025 | 6,790 | $1.31 | | June 1 - June 30, 2025 | 18,673 | $1.24 | | Total | 48,664 | | [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) This section confirms that no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - No director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[198](index=198&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including the Purchase and Sale Agreement, CEO and CFO certifications, and XBRL-related documents - Key exhibits filed include the Purchase and Sale Agreement (Exhibit 10.1), CEO and CFO certifications (Exhibits 31.1, 31.2, 32), and Inline XBRL documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[200](index=200&type=chunk) [Signature](index=50&type=section&id=Signature) This section contains the official signature block for the Form 10-Q filing, signed by Russell M. Gifford, Executive Vice President, Chief Financial Officer, and Treasurer - The report was signed on August 13, 2025, by Russell M. Gifford, Executive Vice President, Chief Financial Officer, and Treasurer of Barnwell Industries, Inc[203](index=203&type=chunk) [Index to Exhibits](index=51&type=section&id=Index%20to%20Exhibits) This section provides a duplicate listing of the exhibits included in the Form 10-Q filing - The index reiterates the list of exhibits filed with the Form 10-Q, including the Purchase and Sale Agreement, certifications, and XBRL documents[204](index=204&type=chunk) ```

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements reflect a reduced net loss from discontinued operations gain and active financing efforts Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $24,571 | $30,637 | | **Total Assets** | **$42,041** | **$63,200** | | **Total Current Liabilities** | $25,626 | $32,134 | | **Total Liabilities** | **$30,605** | **$55,847** | | **Total Stockholders' Equity** | **$11,436** | **$7,353** | - The **significant decrease in total assets and liabilities** from December 2024 to June 2025 is primarily due to the reclassification and subsequent sale of the Pharmaloz Manufacturing Inc. (PMI) business, which is presented as discontinued operations[11](index=11&type=chunk)[33](index=33&type=chunk) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Statement of Operations Summary (in thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $1,247 | $1,504 | $2,678 | $3,860 | | Gross profit (loss) | $734 | $(155) | $1,260 | $(215) | | Loss from continuing operations | $(4,472) | $(5,463) | $(9,150) | $(10,987) | | Income (loss) from discontinued operations | $0 | $(690) | $8,644 | $(1,431) | | **Net income (loss)** | **$(4,472)** | **$(6,153)** | **$(506)** | **$(12,418)** | | Net loss per share, basic and diluted | $(0.11) | $(0.33) | $(0.01) | $(0.67) | - The **net loss for the six months ended June 30, 2025, was significantly reduced** due to an **$8.7 million gain** from the disposal of discontinued operations (PMI and PREH)[15](index=15&type=chunk)[182](index=182&type=chunk) - The company recognized **$1.9 million in Employee Retention Tax Credit income** during Q2 2025, which partially offset the loss from operations[15](index=15&type=chunk) Condensed Consolidated Statements of Stockholders' Equity - **Total stockholders' equity increased from $7.4 million at the beginning of 2025 to $11.4 million at June 30, 2025**. This was primarily driven by the issuance of common and treasury shares for cash, which raised **net proceeds of $3.6 million**, offsetting the net loss for the period[19](index=19&type=chunk)[104](index=104&type=chunk) Condensed Consolidated Statements of Cash Flows Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,628) | $(9,982) | | Net cash provided by investing activities | $920 | $2,559 | | Net cash provided by financing activities | $2,199 | $7,594 | | **Decrease in cash and cash equivalents** | **$(509)** | **$171** | | Cash and cash equivalents at end of period | $169 | $1,780 | - **Financing activities in the first six months of 2025 provided $2.2 million in cash**, primarily from the issuance of common shares ($3.6 million) and new notes payable ($1.2 million), offset by repayment of other notes ($2.5 million)[22](index=22&type=chunk) Notes to Condensed Consolidated Financial Statements Notes detail corporate structure, $8.7 million gain from discontinued operations, complex financing, and a subsequent private placement - **Discontinued Operations:** On January 16, 2025, the company **sold its manufacturing subsidiaries, PMI and PREH**. The transaction involved cash payments, debt extinguishment, and assumption of liabilities, resulting in a recognized **gain on sale of approximately $8.7 million**[33](index=33&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) - **Debt Financing:** The company has **multiple outstanding debt facilities**, including agreements for the sale of future receipts, a collateralized loan, and loans from the CEO and an unaffiliated investor, which included the issuance of warrants[68](index=68&type=chunk)[70](index=70&type=chunk)[81](index=81&type=chunk) - **Equity Financing:** Through its Equity Line of Credit with Keystone Capital, the company **sold 11.3 million shares of common stock for net proceeds of $3.6 million** in the first six months of 2025[101](index=101&type=chunk)[104](index=104&type=chunk) - **Lease Termination:** In March 2025, the company terminated its New York office leases, resulting in a **recognized loss on lease termination of $1.4 million**, which included writing off assets and a settlement payment[154](index=154&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - **Subsequent Event:** On July 22, 2025, the company entered into a **private placement for an aggregate principal cash investment of $3.0 million** in senior secured convertible notes and warrants[190](index=190&type=chunk)[191](index=191&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strategic shift, revenue decline, improved gross margin, reduced G&A, and tight liquidity with reliance on capital access Results of Continuing Operations Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $1,247 | $1,504 | $(257) | | Gross Profit (Loss) | $734 | $(155) | $889 | | General & Admin Expenses | $4,624 | $6,933 | $(2,309) | | Net Loss from Continuing Ops | $(4,472) | $(5,463) | $991 | Six Months 2025 vs Six Months 2024 Performance (in thousands) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $2,678 | $3,860 | $(1,182) | | Gross Profit (Loss) | $1,260 | $(215) | $1,475 | | General & Admin Expenses | $8,716 | $14,232 | $(5,516) | | Net Loss from Continuing Ops | $(9,150) | $(10,987) | $1,837 | - The **improvement in gross margin** was attributed to a better product mix in the consumer products segment. The **decrease in G&A expenses** was mainly due to lower personnel costs, overhead, and professional fees following the divestiture of PMI[214](index=214&type=chunk)[216](index=216&type=chunk)[223](index=223&type=chunk) Non-GAAP Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | GAAP loss from continuing operations | $(4,472) | $(5,463) | $(9,150) | $(10,987) | | **Adjusted EBITDA from continuing operations** | **$(807)** | **$(4,829)** | **$(2,421)** | **$(9,182)** | Liquidity and Capital Resources - As of June 30, 2025, the company had **cash and cash equivalents of $169,000**, down from $678,000 at year-end 2024. The **working capital deficit was $1.1 million**[232](index=232&type=chunk) - Management states that despite the low cash balance and ongoing losses, it estimates it has **enough cash and liquidity to finance operations for at least 12 months**, relying on access to existing and other financing sources like its at-the-market facility[233](index=233&type=chunk) - The primary sources of capital have been diagnostic services, product sales, equity offerings, and promissory notes. The company **anticipates continued losses and will need additional capital** to fund operations and R&D[233](index=233&type=chunk)[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material exposure to market risks, including foreign currency, interest rates, or commodity prices - The company does not believe it has **no material exposure to market risks** such as interest rates, foreign currency fluctuations, or commodity prices[253](index=253&type=chunk)[254](index=254&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management deemed disclosure controls effective, while actively remediating previously identified material internal control weaknesses - Management concluded that **disclosure controls and procedures were effective** as of June 30, 2025[258](index=258&type=chunk) - The company is continuing to work on **remediating a previously disclosed material weakness in internal controls**[259](index=259&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - As of the filing date, the company is **not involved in any material legal proceedings**[263](index=263&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) Key risks include significant debt, potential Nasdaq delisting, and the need for shareholder approval for recent financing - **Debt Service Risk:** The company may **not generate sufficient cash flow to service its approximately $3.3 million of outstanding indebtedness** as of June 30, 2025[266](index=266&type=chunk) - **Nasdaq Delisting Risk:** The company is **not in compliance with Nasdaq's minimum $1.00 bid price rule**. It has been granted an **extension until December 22, 2025**, to regain compliance[267](index=267&type=chunk)[270](index=270&type=chunk) - **Financing and Shareholder Approval Risk:** A recent private placement of convertible notes and warrants is subject to Nasdaq shareholder approval rules and the company's authorized share limit. **Failure to obtain approval to increase authorized shares could restrict conversions and warrant exercises**, potentially requiring cash settlement[273](index=273&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 1,000,000 unvested warrants to lenders in connection with secured loan agreements, exempt from registration - On June 22, 2025, the company **issued two unvested warrants, each to purchase 500,000 shares**, in connection with loan agreements. The warrants vest upon shareholder approval of an increase in authorized shares[274](index=274&type=chunk)[275](index=275&type=chunk) [Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including various agreements and certifications

Exhibit 99.1 Mesa Air Group Reports Third Quarter Fiscal 2025 Results and Provides Update on Proposed Merger with Republic Airways Holdings Inc. Management to Hold Call Following Market Close Today August 13, 2025 PHOENIX, August 13, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) ("Mesa" or the "Company") today reported third quarter fiscal 2025 financial and operating results, as well as provided an update on the proposed merger (the "Merger") with Republic Airways Holdings Inc. ("Republic)". Third Quarter Fis ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1: Financial Statements](index=5&type=section&id=Item%201%3A%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for periods ended June 30, 2025, covering financial position, operations, comprehensive income, equity changes, cash flows, and detailed notes on accounting policies, investments, and segment reporting [Condensed Consolidated Statements of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) Total assets increased to **$126.3 billion** by June 30, 2025, from **$121.2 billion** at year-end 2024, driven by investments, while total liabilities and equity also saw growth Condensed Consolidated Statements of Financial Position (Unaudited) | Account | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :--- | :--- | :--- | | **Total investments** | **$84,848** | **$80,755** | | Cash and cash equivalents | $12,104 | $11,330 | | **Total assets** | **$126,345** | **$121,221** | | Policyholders' account balances | $86,934 | $83,079 | | **Total liabilities** | **$116,128** | **$111,193** | | **Total equity** | **$10,217** | **$10,028** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net income attributable to common stockholders decreased to **$141 million** from **$244 million** in Q2 2024, with H1 2025 showing a net loss of **$95 million** due to lower premiums, derivative changes, and non-recurring tax benefits Condensed Consolidated Statements of Operations (Unaudited) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $2,186 | $2,115 | $4,525 | $3,785 | | Total benefits and expenses | $1,994 | $2,157 | $4,591 | $3,684 | | Net income (loss) before income taxes | $192 | $(42) | $(66) | $101 | | Income tax expense (benefit) | $38 | $(289) | $(17) | $(260) | | Net income (loss) | $154 | $247 | $(49) | $361 | | **Net income (loss) attributable to common stockholder** | **$141** | **$244** | **$(95)** | **$357** | [Condensed Consolidated Statements of Comprehensive Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income attributable to the company significantly decreased to **$146 million** in Q2 2025 from **$759 million** in Q2 2024, mainly due to smaller unrealized investment gains Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $154 | $247 | $(49) | $361 | | Total other comprehensive income (loss) | $(6) | $503 | $324 | $554 | | **Comprehensive income attributable to American National Group Inc.** | **$146** | **$759** | **$270** | **$922** | [Condensed Consolidated Statements of Changes in Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased to **$10.22 billion** by June 30, 2025, from **$10.03 billion** at year-end 2024, driven by other comprehensive income despite a net loss and preferred stock redemptions - Total equity increased by **$189 million** during the first six months of 2025, primarily due to positive other comprehensive income of **$324 million**, which more than offset the net loss of **$49 million**[26](index=26&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations was **$1.2 billion** for H1 2025, with **$3.1 billion** used in investing and **$2.7 billion** provided by financing, resulting in a **$774 million** net increase in cash and cash equivalents Six Months Ended June 30 Cash Flow Summary (Unaudited) | Activity (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Cash flows provided by operating activities | $1,206 | $1,377 | | Cash flows (used in) provided by investing activities | $(3,138) | $7,675 | | Cash flows provided by financing activities | $2,706 | $1,651 | | **Net change in cash and cash equivalents** | **$774** | **$10,703** | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's organization post-AEL merger, significant accounting policies, investment portfolios, fair value measurements, reinsurance, insurance liabilities, the AEL acquisition, segment performance, and commitments - On May 7, 2024, American National Group, LLC merged with American Equity Investment Life Holding Company (AEL), with AEL surviving and being renamed American National Group Inc. Financial statements prior to this date represent American National as the accounting acquirer[35](index=35&type=chunk)[36](index=36&type=chunk) - The company's available-for-sale fixed maturity securities portfolio grew to a fair value of **$48.9 billion** as of June 30, 2025, up from **$47.3 billion** at year-end 2024, with corporate debt securities comprising the largest portion[45](index=45&type=chunk) - The acquisition of AEL on May 2, 2024, involved a total consideration of **$4.53 billion**, resulting in the recognition of **$7.24 billion** in Value of Business Acquired (VOBA) and **$662 million** in goodwill[134](index=134&type=chunk)[140](index=140&type=chunk) - The company operates through three segments: Annuities, Property and Casualty (P&C), and Life Insurance. As of June 30, 2025, the Annuities segment held the vast majority of assets (**$112.3 billion**) and liabilities (**$102.8 billion**)[189](index=189&type=chunk)[195](index=195&type=chunk)[201](index=201&type=chunk) [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance for Q2 and H1 2025, highlighting decreased net income due to tax changes and derivative valuations, strong annuity sales, and a solid financial condition with increased assets and liquidity [Results of Operations](index=68&type=section&id=Results%20of%20Operations) Q2 2025 net income decreased to **$152 million** from **$255 million** year-over-year, primarily due to tax expense and derivative valuations, while H1 2025 reported a net loss of **$54 million** amid declining net premiums - The decrease in Q2 2025 net income was primarily due to tax expense compared to a significant tax benefit in 2024 related to the Bermuda corporate income tax, along with increased amortization of VOBA and unfavorable movements in insurance-related derivatives[225](index=225&type=chunk) Gross Annuity Sales (in millions) | Annuity Type | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Retail | $3,622 | $3,077 | $6,546 | $3,897 | | Institutional | $662 | $272 | $1,544 | $944 | | **Total** | **$4,284** | **$3,349** | **$8,090** | **$4,841** | [Distributable Operating Earnings](index=72&type=section&id=Distributable%20Operating%20Earnings) Total Segment Distributable Operating Earnings (DOE) grew to **$408 million** in Q2 2025 from **$289 million** in Q2 2024, driven by Annuities segment growth, despite a decrease in Life Insurance DOE Segment Distributable Operating Earnings (DOE) (in millions) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Annuities | $372 | $246 | $779 | $351 | | Life Insurance | $40 | $63 | $72 | $120 | | Property and Casualty | $(4) | $(20) | $60 | $29 | | **Total Segment DOE** | **$408** | **$289** | **$911** | **$500** | [Financial Condition](index=73&type=section&id=Financial%20Condition) Total assets increased by **$5.1 billion** to **$126.3 billion** by June 30, 2025, driven by annuity inflows and investment fair value movements, strengthening the company's financial condition - Total assets increased by **$5.1 billion** in the first half of 2025, driven by net annuity inflows, investment purchases, and favorable fair value movements on the equity securities portfolio[254](index=254&type=chunk) [Liquidity and Capital Resources](index=75&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity increased to **$49.9 billion** by June 30, 2025, with cash and cash equivalents rising by **$774 million**, maintaining a strong capital position and compliance with NAIC RBC standards Total Liquidity (Non-GAAP, in millions) | Component | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $12,104 | $11,330 | | Liquid financial assets | $36,398 | $32,947 | | Undrawn credit facilities | $1,351 | $881 | | **Total liquidity** | **$49,853** | **$45,158** | - The company is in compliance with all capital requirements as of June 30, 2025, including the NAIC's Risk Based Capital (RBC) standards[276](index=276&type=chunk) [Item 3: Quantitative and Qualitative Disclosures About Market Risk](index=79&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages primary market risks, including interest rate, foreign currency, and credit risk, through an ALM framework, diversification, derivatives, and mitigates insurance and operational risks via reinsurance and internal controls - The company's significant market risks are primarily associated with interest rates, foreign currency exchange rates, and credit risk. These are managed through an asset liability management (ALM) framework and the use of derivatives[285](index=285&type=chunk)[290](index=290&type=chunk) - Insurance risk related to mortality, longevity, and policyholder behavior is managed through underwriting and the use of reinsurance[295](index=295&type=chunk)[296](index=296&type=chunk) [Item 4: Controls and Procedures](index=82&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[301](index=301&type=chunk) - No material changes were made to the company's internal control over financial reporting during the quarter ended June 30, 2025[302](index=302&type=chunk) [PART II - OTHER INFORMATION](index=82&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1: Legal Proceedings](index=82&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is involved in various ordinary course lawsuits, but management anticipates no material adverse effect on financial condition or results of operations from their ultimate liability - The company is a defendant in various lawsuits arising from the ordinary course of business, but management does not expect the outcomes to have a material adverse effect on its financial statements[206](index=206&type=chunk)[303](index=303&type=chunk) [Item 1A: Risk Factors](index=82&type=section&id=Item%201A%3A%20Risk%20Factors) This section refers to the detailed discussion of risk factors presented in the company's 2024 Annual Report on Form 10-K - For a discussion of factors that may affect the company's business, this report refers to the 'Risk Factors' section in the 2024 Annual Report on Form 10-K[304](index=304&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=82&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[305](index=305&type=chunk) [Item 3: Defaults Upon Senior Securities](index=82&type=section&id=Item%203%3A%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None reported[306](index=306&type=chunk) [Item 5: Other Information](index=82&type=section&id=Item%205%3A%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended June 30, 2025[308](index=308&type=chunk) [Item 6: Exhibits](index=83&type=section&id=Item%206%3A%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, indentures, and officer certifications required by the Sarbanes-Oxley Act - The report includes exhibits such as corporate governance documents, indentures for senior notes, and certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act[310](index=310&type=chunk)

[PART I – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents American Shared Hospital Services' unaudited condensed consolidated financial statements as of June 30, 2025, including balance sheets, statements of operations, shareholders' equity, and cash flows, with detailed notes on presentation basis, significant accounting policies, acquisitions, debt, leases, and other financial details Condensed Consolidated Balance Sheets Summary (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $24,433 | $26,258 | | **Total Assets** | $63,494 | $60,197 | | **Total Current Liabilities** | $20,860 | $10,405 | | **Total Liabilities** | $34,646 | $30,170 | | **Total Shareholders' Equity** | $28,848 | $30,027 | Condensed Consolidated Statements of Operations Summary (in thousands, except per share data) | | Three Months Ended June 30 | Six Months Ended June 30 | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Total Revenue** | $7,071 | $7,056 | $13,183 | $12,272 | | **Gross Profit** | $1,630 | $2,468 | $2,572 | $4,611 | | **Operating Loss** | ($544) | ($1) | ($1,843) | ($86) | | **Net (Loss) Income Attributable to ASHS** | ($280) | $3,602 | ($905) | $3,721 | | **Diluted (Loss) Earnings Per Share** | ($0.04) | $0.55 | ($0.14) | $0.57 | Condensed Consolidated Statements of Cash Flows Summary (in thousands) | | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net Cash Provided by (Used in) Operating Activities** | $2,131 | ($579) | | **Net Cash Used in Investing Activities** | ($5,916) | ($2,036) | | **Net Cash Provided by Financing Activities** | $3,841 | $3,293 | | **Net Change in Cash, Cash Equivalents, and Restricted Cash** | $56 | $678 | - The company identified two reportable segments: leasing and direct patient services, with the latter expanding through the Rhode Island (RI) acquisition and operations of a new facility in Mexico[37](index=37&type=chunk)[38](index=38&type=chunk) - In Q2 2024, a net bargain purchase gain of **$3.679 million** related to the RI acquisition significantly impacted current period earnings[9](index=9&type=chunk)[86](index=86&type=chunk)[126](index=126&type=chunk) - A new tax law, the One Big Beautiful Bill Act (OBBBA), was enacted on July 4, 2025 (post-reporting period), and the company is evaluating its impact, with adjustments to be reflected in Q3 2025[88](index=88&type=chunk)[91](index=91&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 financial performance, noting a slight increase in total revenue driven by the direct patient services segment, offsetting a decline in the leasing segment, and covers revenue drivers, cost fluctuations, RI acquisition impact, liquidity, capital resources, debt obligations, and significant new equipment commitments [Second Quarter 2025 Results](index=29&type=section&id=Second%20Quarter%202025%20Results) Total revenue for Q2 2025 remained flat year-over-year at **$7.1 million**, with direct patient services revenue increasing by **$0.343 million** offsetting a **$0.328 million** decrease in leasing revenue, resulting in a net loss of **$0.28 million** or **($0.04)** per share, contrasting sharply with Q2 2024's **$3.6 million** net income primarily due to a one-time RI acquisition bargain purchase gain recognized in the prior year Segment Revenue (in millions) | Revenue Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Leasing | $3.57 | $3.90 | $6.56 | $8.15 | | Direct Patient Services | $3.50 | $3.16 | $6.62 | $4.12 | | **Total** | **$7.07** | **$7.06** | **$13.18** | **$12.27** | Key Operating Metrics (Number of Treatments) | Operating Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | PBRT Fractions | 1,114 | 1,236 | 1,945 | 2,512 | | Gamma Knife Treatments | 264 | 340 | 472 | 613 | | Radiation Therapy (RI & Puebla) | 6,320 | 2,599 | 13,046 | 2,599 | - The decline in leasing revenue was primarily due to reduced Gamma Knife and PBRT treatment volumes, partly attributable to expiring customer contracts[112](index=112&type=chunk) - Growth in direct patient services revenue was driven by the full-period contribution from RI (acquired May 2024) and the new Puebla facility in Mexico[112](index=112&type=chunk) - Net loss for Q2 2025 was **$0.28 million**, compared to a net income of **$3.602 million** in the prior-year period, with the latter including a **$3.679 million** bargain purchase gain[9](index=9&type=chunk)[130](index=130&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$11.3 million** in cash, cash equivalents, and restricted cash, with working capital significantly decreasing from **$15.9 million** at year-end 2024 to **$3.6 million**, primarily due to revolving credit line utilization and increased current portion of long-term debt, though the company believes existing cash, operating cash flow, and available credit are sufficient for the next 12 months' debt and operating needs - As of June 30, 2025, total cash, cash equivalents, and restricted cash amounted to **$11.331 million**[131](index=131&type=chunk) - Working capital decreased by **$12.28 million** from December 31, 2024, to **$3.573 million**, primarily due to a **$5 million** revolving credit line draw and reclassification of long-term debt to current liabilities[132](index=132&type=chunk) - As of June 30, 2025, the company was not in compliance with its maximum financed debt to EBITDA ratio covenant but regained compliance on July 1, 2025[50](index=50&type=chunk)[137](index=137&type=chunk) [Commitments](index=35&type=section&id=Commitments) As of June 30, 2025, the company had significant commitments totaling **$8.4 million** for the purchase and installation of three Gamma Knife Esprit systems and two LINAC systems, in addition to **$11.9 million** in equipment service and maintenance commitments, with plans to finance these purchases and confidence in cash flow and available credit to cover service fees - The company has **$8.385 million** in commitments for the purchase of three Esprit systems and two LINAC systems[73](index=73&type=chunk)[145](index=145&type=chunk) - Total service and maintenance commitments for equipment amount to **$11.928 million**[75](index=75&type=chunk)[147](index=147&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that as of June 30, 2025, it does not hold or issue derivative instruments for trading purposes, nor does it have significant long-term market-sensitive investments, and has no exposure to entities designed to facilitate off-balance sheet financial transactions or similar arrangements - As of June 30, 2025, the company does not use derivative instruments for trading purposes and has no significant market-sensitive investments[151](index=151&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were ineffective as of June 30, 2025, due to previously disclosed material weaknesses in internal control over financial reporting, specifically the lack of a sufficient number of experienced personnel, with a remediation plan underway including hiring a new CFO and accounting manager, and internalizing outsourced billing processes - Disclosure controls and procedures were deemed ineffective as of June 30, 2025, due to material weaknesses in internal control[152](index=152&type=chunk) - The material weakness relates to the lack of a sufficient number of personnel with the necessary experience to maintain an appropriate control environment[152](index=152&type=chunk) - Remediation efforts include the appointment of a new CFO (December 2024), hiring an accounting manager (March 2025), and plans to internalize the billing cycle for the Rhode Island facility by Q4 2025[154](index=154&type=chunk) [PART II – OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings.) The company reported no legal proceedings during this period - The company reported no legal proceedings[158](index=158&type=chunk) [Item 1A. Risk Factors](index=38&type=page&id=Item%201A.%20Risk%20Factors) The company stated that no material changes occurred to the risk factors previously disclosed in its annual report on Form 10-K for the year ended December 31, 2024, during this reporting period - No material changes to risk factors occurred during this reporting period[159](index=159&type=chunk)

Exhibit 99.1 Brazil Potash Corp. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended June 30, 2025 and 2024 – Stated in United States ("U.S.") dollars – Unaudited Brazil Potash Corp. Condensed Interim Consolidated Statements of Financial Position (Expressed in U.S. dollars) (Unaudited) | | June 30, | December 31, | | --- | --- | --- | | As at: | 2025 | 2024 | | ASSETS | | | | Current | | | | Cash and cash equivalents | $ 8,546,279 | $ 18,861,029 | | Amounts receivable (Note 3) | 470 ...

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 June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPHARMA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 33-3467744 (State or other jurisd ...

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 June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPHARMA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 33-3467744 (State or other jurisd ...