Table of Contents 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 March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number 001-37853 ENTERO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 46-4993860 (State o ...

Table of Contents 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 March 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number 001-37853 ENTERO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 46-4993860 (State o ...

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 March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Securities registered pursuant to Section 12(b) of the Act: Commission file number: 001-41183 Welsbach Technology Metals Acquisition Corp. (Exact name of regi ...

Financial Performance - The Company reported a net loss of $520,441 for the three months ended March 31, 2025, primarily due to operating expenses of $567,723[190]. - For the three months ended March 31, 2024, the Company had a net loss of $70,160, with operating expenses of $271,992[191]. - The Company reported a net loss per share of common stock, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities as of March 31, 2025[226]. Cash and Capital Management - As of March 31, 2025, the Company had cash held in the Trust Account amounting to $12,354,984, intended for completing the Business Combination[198]. - Cash used in operating activities for the three months ended March 31, 2025, was $474,936, with net cash provided by financing activities of $474,489[197]. - The Company has withdrawn a total of $841,386 from the Trust Account for taxes, utilized for franchise and income taxes[200]. - The Company may need to raise additional capital through loans or investments to meet working capital needs and complete a Business Combination[204]. - The Company has no long-term debt or capital lease obligations as of March 31, 2025[215]. Business Combination and Agreements - The CMR Merger Agreement includes a cash payment of $125,000,000 and 22,500,000 shares of New EM Common Stock to CMR shareholders[186]. - The Company issued a promissory note of $474,490 to the Sponsor on March 31, 2025, in exchange for cash[180]. - The Company issued two promissory notes of $772,769 each to the Sponsor, which are payable upon consummation of the initial Business Combination[206]. - The Company issued six promissory notes of $125,000 each to the Sponsor, also payable upon consummation of the initial Business Combination[207]. - The Company issued Working Capital Note 1 in the principal amount of $84,000 to the Sponsor, resulting in a total outstanding amount of $84,100[208]. - The Company issued additional Working Capital Notes with principal amounts totaling $1,760,000 from August 30, 2023, to March 31, 2025[219]. - The Company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of March 31, 2025[213]. Accounting and Regulatory Matters - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[227]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid; management does not expect a material impact on financial statements[228]. - ASU 2023-07, effective December 31, 2024, mandates additional disclosures on significant segment expenses and performance measures; management has adopted this standard in financial statements[229]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures under the Exchange Act[231]. Going Concern - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[179]. - The Company has substantial doubt about its ability to continue as a going concern through June 30, 2025, if it does not complete a Business Combination by that date[204]. - As of March 31, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[212]. - As of March 31, 2025, there were $2,215,455 outstanding under the Working Capital Notes[221].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-283142 MASTERBEEF GROUP (Ex ...

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 March 31, 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. 001-40625 RELATIVITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporatio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Nevada 47-3975872 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition ...

PART I [Key Information](index=8&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section presents key financial data and significant risks, highlighting the company's BVI holding structure, Hong Kong operations, and potential HFCA Act delisting risks despite current PCAOB auditor inspectability [Selected Financial Data](index=10&type=section&id=A.%20Select%20Financial%20Data) The company's 2024 financial performance significantly declined, with contract revenue dropping **42%** to **$3.95 million**, gross profit decreasing **83%**, and net loss widening to **$2.54 million** Summary Consolidated Statements of Operations and Comprehensive Income (For the years ended December 31) | | 2024 ($) | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | :--- | | **Contract revenue** | $3,951,649 | $6,825,879 | $4,169,931 | | **Gross Profit** | $412,171 | $2,440,600 | $785,704 | | **Net Loss** | $(2,543,959) | $(648,854) | $(596,881) | | **Total comprehensive loss** | $(2,513,926) | $(627,630) | $(597,011) | Summary Consolidated Balance Sheet (As of December 31) | | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | **Total Assets** | $8,721,050 | $11,790,806 | | **Total Liabilities** | $5,226,051 | $5,781,881 | | **Total Equity** | $3,494,999 | $6,008,925 | Summary Consolidated Statements of Cash Flow (For the years ended December 31) | | 2024 ($) | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | :--- | | **Net cash used in Operating activities** | $(1,569,940) | $(3,814,384) | $(352,764) | | **Net cash provided by Financing activities** | $634,683 | $8,413,951 | $422,531 | | **Net (decrease) / increase in cash and cash equivalents** | $(905,679) | $4,600,577 | $71,878 | [Risk Factors](index=12&type=section&id=D.%20Risk%20Factors) The company faces diverse risks across business operations, Hong Kong's evolving regulatory and political landscape, and share ownership, including potential HFCA Act delisting - Inaccurate estimation of project risks, revenues, or costs could lead to contract losses or lower-than-anticipated profits, influenced by factors like bidding errors, project delays, and supplier failures[49](index=49&type=chunk)[51](index=51&type=chunk) - The business is susceptible to risks from the cancellation of significant contracts or disqualification from bidding, which could idle equipment and result in lost revenues[52](index=52&type=chunk) - The company's operations are primarily in Hong Kong, making it subject to risks from the evolving legal system and potential influence from the PRC government, which could impact contractual rights and business operations[36](index=36&type=chunk)[39](index=39&type=chunk)[76](index=76&type=chunk) - The company's shares could be delisted from Nasdaq under the Holding Foreign Companies Accountable Act (HFCA Act) if the PCAOB is unable to inspect its auditors for two consecutive years. While the PCAOB vacated its previous negative determination in December 2022, the situation remains subject to future developments[38](index=38&type=chunk)[110](index=110&type=chunk)[116](index=116&type=chunk) - As a foreign private issuer and a controlled company, the company is exempt from certain U.S. corporate governance and disclosure requirements, which may offer less protection to shareholders compared to U.S. domestic issuers[133](index=133&type=chunk)[141](index=141&type=chunk) - The company's research and development of kinetic technology for footstep-energized panels faces risks, including potential failure to generate expected revenue, design challenges, and the need for intellectual property protection[68](index=68&type=chunk) [Information on the Company](index=38&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) WANG & LEE GROUP, Inc. is a BVI holding company operating through its Hong Kong E&M construction subsidiary, diversifying into renewable energy and subject to extensive Hong Kong regulations [History and Development of the Company](index=38&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) WANG & LEE GROUP, Inc., a BVI holding company, operates via its Hong Kong subsidiary, completed its Nasdaq IPO in April 2023, and acquired Solar (HK) Limited in March 2025 for **$1.94 million** - The company is a BVI holding company, with its primary business operated through its Hong Kong subsidiary, WANG & LEE CONTRACTING LIMITED, established in **1992**[177](index=177&type=chunk)[178](index=178&type=chunk) - The company completed its IPO on the Nasdaq Capital Market on April 24, 2023, with gross proceeds of **$8,000,000**[180](index=180&type=chunk) - On March 31, 2025, the company acquired Solar (HK) Limited for HK$15,000,000 (approx. **$1.94 million**) to expand into solar energy solutions[181](index=181&type=chunk)[207](index=207&type=chunk) [Business Overview](index=39&type=section&id=B.%20Business%20Overview) The company, through its Hong Kong subsidiary, is an E&M prime and subcontractor diversifying into renewable energy, characterized by high customer concentration and strong supplier relationships - The company is a construction prime and subcontractor for E&M systems, including low voltage electrical, MVAC, fire services, and fitting out for public and private sectors in Hong Kong[182](index=182&type=chunk) - The company is expanding its services to include renewable energy solutions, such as solar panel installations and developing kinetic energy harvesting technology (footstep-energized panels)[183](index=183&type=chunk) Revenue from E&M Engineering Services | Year | Revenue (HKD) | Revenue (USD) | | :--- | :--- | :--- | | 2024 | HK$30,710,244 | $3,951,649 | | 2023 | HK$53,239,808 | $6,825,879 | | 2022 | HK$32,649,726 | $4,169,931 | - The company has a high customer concentration, with the five largest customers accounting for **88%**, **98%**, and **89%** of total revenue in 2024, 2023, and 2022, respectively[194](index=194&type=chunk) - The five largest suppliers accounted for approximately **54%**, **51%**, and **51%** of total actual costs for the years 2024, 2023, and 2022, respectively[197](index=197&type=chunk) [Regulations](index=44&type=section&id=C.%20Regulations) The company's Hong Kong operations are subject to a comprehensive regulatory framework, including contractor registration, E&M licensing, labor, health, safety, and environmental laws - The company must adhere to contractor registration systems for building works as stipulated by the Buildings Ordinance in Hong Kong[209](index=209&type=chunk) - For its E&M engineering business, the company requires specific licenses and registrations, including being a Registered Electrical Contractor with the EMSD and a Registered Fire Service Installation Contractor (Classes 1 & 2) with the Fire Services Department[215](index=215&type=chunk)[222](index=222&type=chunk)[224](index=224&type=chunk) - Operations are subject to stringent labor, health, and safety laws, including the Factories and Industrial Undertakings Ordinance and the Occupational Safety and Health Ordinance, which mandate providing a safe work environment[231](index=231&type=chunk)[232](index=232&type=chunk)[234](index=234&type=chunk) - The company must comply with environmental protection laws in Hong Kong, including the Air Pollution Control Ordinance, Noise Control Ordinance, and Waste Disposal Ordinance[246](index=246&type=chunk)[247](index=247&type=chunk)[250](index=250&type=chunk) [Operating and Financial Review and Prospects](index=54&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company experienced a significant operational downturn in 2024 with revenue down **42%** to **$3.95 million**, leading to a **$2.55 million** operating loss, prompting diversification into sustainable energy and strategic operational shifts [Operating Results](index=55&type=section&id=A.%20Operating%20Results) The company's 2024 operating results show a sharp decline, with revenue down **42%** to **$3.95 million** and gross profit plummeting **83%**, leading to a **$2.55 million** operating loss Comparison of Operating Results (2024 vs. 2023) | | 2024 ($) | 2023 ($) | Change (%) | | :--- | :--- | :--- | :--- | | **Contract revenue** | $3,951,649 | $6,825,879 | -42% | | **Contract costs** | $(3,539,478) | $(4,385,279) | -19% | | **Gross Profit** | $412,171 | $2,440,600 | -83% | | **Operating Loss** | $(2,548,875) | $(771,090) | +231% | - The decrease in 2024 revenue was due to a construction industry downturn and fewer available bids. The company responded by diversifying into the sustainable energy market and adopting a site project management strategy for large projects[304](index=304&type=chunk)[306](index=306&type=chunk) Comparison of Operating Results (2023 vs. 2022) | | 2023 ($) | 2022 ($) | Change (%) | | :--- | :--- | :--- | :--- | | **Contract revenue** | $6,825,879 | $4,169,931 | +64% | | **Contract costs** | $(4,385,279) | $(3,384,227) | +30% | | **Gross Profit** | $2,440,600 | $785,704 | +211% | | **Operating Loss** | $(771,090) | $(641,452) | +20% | - The revenue increase in 2023 was driven by a focus on smaller scale projects and the resumption and successful claim for loss and damage on a major suspended construction project[317](index=317&type=chunk)[318](index=318&type=chunk) Reconciliation to Adjusted EBITDA (Non-GAAP) | | 2024 ($) | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | :--- | | **Consolidated Net Loss (GAAP)** | $(2,543,959) | $(648,854) | $(596,881) | | **Interest expenses** | $129,803 | $61,564 | $35,377 | | **Depreciation and amortization** | $15,037 | $32,413 | $2,603 | | **Adjusted EBITDA (Non-GAAP)** | $(2,399,119) | $(554,877) | $(558,901) | | **Adjusted EBITDA Margin** | (60.71)% | (8.13)% | (13.40)% | [Liquidity and Capital Resources](index=65&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) As of December 31, 2024, the company held **$4.3 million** in cash, with net cash used in operations at **$1.57 million**, and plans to enhance service diversity and potentially raise additional capital Summary of Cash Flows (For the years ended December 31) | | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | **Net cash used in Operating activities** | $(1,569,940) | $(3,814,384) | | **Net cash provided by Financing activities** | $634,683 | $8,413,951 | | **Net (decrease) / increase in cash and cash equivalents** | $(935,257) | $4,599,567 | - The decrease in cash from financing activities in 2024 was mainly due to the absence of capital injection comparable to the IPO in 2023[333](index=333&type=chunk) - Management plans to enhance service diversity and may raise capital through an additional public offering to ensure sufficient liquidity if current resources prove insufficient[329](index=329&type=chunk) - In March 2025, the company entered into a registered direct offering to sell shares and warrants, expecting to receive gross proceeds of approximately **$12 million**[341](index=341&type=chunk) [Directors, Senior Management, and Employees](index=69&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company is led by CEO Pui Lung Ho, with a board including four independent directors, and in 2024 adopted an Equity Incentive Plan, employing **10** people in Hong Kong - The executive team is led by Pui Lung Ho (CEO and Chairman) and Yuk Ming, Gary MA (CFO). The board includes four independent directors: Olivia Sarah Annabel Marion SERRE, Juan RUIZ-COELLO, Chun Yip, Edmund CHAN, and Wood Shing Kei SZE[347](index=347&type=chunk)[348](index=348&type=chunk)[350](index=350&type=chunk) Executive Compensation Summary | Name and Principal Position | Year | Total Compensation ($) | | :--- | :--- | :--- | | Mr. Pui Lung, HO (CEO) | 2024 | 56,038 | | | 2023 | 60,131 | | | 2022 | 51,342 | | Mr. Yuk Ming, Gary MA (CFO) | 2024 | 46,323 | | | 2023 | 46,156 | | | 2022 | 45,978 | - On December 2, 2024, the Board adopted the 2024 Equity Incentive Plan, authorizing up to **2,264,077** ordinary shares. All **2,264,077** shares were awarded in December 2024 to an executive director and employees[373](index=373&type=chunk) Share Ownership of Directors and Executive Officers | Name | Position | Ordinary Shares Beneficially Owned | Percent | | :--- | :--- | :--- | :--- | | Pui Lung, Ho | CEO | 8,150,477 | 25.67% | | WANG & LEE BROTHERS, Inc. | 5% Beneficial Owner | 8,000,000 | 25.19% | - As of the report date, the company had **10** employees in Hong Kong, broken down into management, project/safety, administration, and finance[395](index=395&type=chunk) [Major Shareholders and Related Party Transactions](index=79&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) CEO Pui Lung Ho is the major shareholder with over **25%** beneficial ownership, and related party transactions primarily involve non-interest-bearing amounts due to him - CEO and Chairman Mr. Pui Lung Ho beneficially owns **25.67%** of the company's Ordinary Shares through his **100%** ownership of WANG & LEE BROTHERS, Inc. and direct holdings[398](index=398&type=chunk) Amounts Due to/from Related Parties (Year-End) | Related Party | 2024 ($) | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | :--- | | **Due to Pui Lung Ho (Director)** | $(1,366,738) | $(1,347,019) | $(1,853,263) | | **Due from WANG & LEE BROTHERS., Inc** | $1,293 | $1,286 | $1,282 | - Amounts due to the director, Pui Lung Ho, are unsecured, interest-free, and repayable on demand[407](index=407&type=chunk) [Financial Information](index=80&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms appended financial statements, reports no material legal proceedings, and states the company's policy to retain earnings for business development rather than paying dividends - The company is not currently a party to any pending legal proceedings and is not aware of any threatened proceedings[410](index=410&type=chunk) - The company does not expect to pay any cash dividends in the foreseeable future, intending to retain earnings to fund business growth[412](index=412&type=chunk) - As a holding company, its ability to pay dividends depends on receiving funds from its operating subsidiaries, subject to various potential restrictions[413](index=413&type=chunk) [Additional Information](index=82&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details corporate governance under BVI law, potential PFIC tax implications for U.S. investors, and tax regimes in Hong Kong and the British Virgin Islands - The company is incorporated in the British Virgin Islands (BVI) and its corporate affairs are governed by its Amended Memorandum and Articles and the BVI Business Companies Act, which differs from U.S. corporate law[424](index=424&type=chunk)[445](index=445&type=chunk) - The company may be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. Holders on distributions and dispositions of shares. The company does not intend to provide the information necessary for a Qualified Electing Fund (QEF) election[168](index=168&type=chunk)[510](index=510&type=chunk)[517](index=517&type=chunk) - Under Hong Kong's two-tiered profits tax regime, the first HK$2 million of profits are taxed at **8.25%** and profits above that at **16.5%**. Hong Kong does not impose tax on capital gains or withholding tax on dividends paid to foreign shareholders[526](index=526&type=chunk)[527](index=527&type=chunk) - The British Virgin Islands does not impose any income tax, capital gains tax, withholding tax, or stamp duty on the company or its non-resident shareholders[532](index=532&type=chunk)[534](index=534&type=chunk)[535](index=535&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=106&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces market risks including credit, interest rate, and foreign currency, with credit risk from receivables at **$3.37 million** and a **1%** interest rate change impacting post-tax loss by **$23,730** - The company faces credit risk from its accounts receivables and contract assets. The maximum potential loss from these for the year ended December 31, 2024, is **$3,365,746** and **$109,255**, respectively[543](index=543&type=chunk) - The company is exposed to cash flow interest rate risk from its variable-rate bank loans. A **1%** change in interest rates would impact the post-tax loss for 2024 by approximately **$23,730**[544](index=544&type=chunk)[730](index=730&type=chunk) - Foreign currency risk is considered insignificant because the company's monetary assets and liabilities are mainly denominated in Hong Kong Dollars (HK$), which is pegged to the U.S. Dollar[547](index=547&type=chunk)[733](index=733&type=chunk) - The company's operations are mainly in Hong Kong, exposing it to political, economic, and legal environment risks specific to the region[548](index=548&type=chunk)[733](index=733&type=chunk) PART II [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=109&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) No material modifications to security holder rights have occurred, and the company raised approximately **$6.0 million** in net proceeds from its April 2023 IPO - The company raised approximately **$6.0 million** in net proceeds from its initial public offering, which closed on April 24, 2023[559](index=559&type=chunk) [Controls and Procedures](index=109&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) This report omits management assessment and auditor attestation on internal controls due to transition rules, with no changes reported in internal control over financial reporting - The report does not include a management assessment or auditor attestation on internal control over financial reporting due to the transition period for newly public companies[560](index=560&type=chunk) - There were no changes in the company's internal control over financial reporting during the period[562](index=562&type=chunk) [Corporate Governance and Other Disclosures](index=110&type=section&id=ITEM%2016) This section details corporate governance, including the audit committee financial expert, a change in independent auditors due to prior material weaknesses, and the implementation of a cybersecurity risk management program - The board of directors has determined that Mr. Edmund CHAN qualifies as an audit committee financial expert[563](index=563&type=chunk) Principal Accountant Fees (USD) | Fee Type | Firm | 2024 ($) | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | :--- | :--- | | **Audit fees** | WWC P.C. | - | - | 170,000 | | | AOGB CPA Limited | 85,000 | 170,000 | - | | **Audit-related fees** | AOGB CPA Limited | 8,000 | - | - | - On December 15, 2023, the company dismissed WWC, P.C. and engaged AOGB CPA Limited as its new independent registered public accounting firm. A material weakness related to a lack of U.S. GAAP and SEC reporting expertise was identified during WWC's tenure[570](index=570&type=chunk)[572](index=572&type=chunk)[574](index=574&type=chunk) - The company has implemented a cybersecurity risk management program, with oversight provided by the Audit Committee, which receives regular updates from third-party assessors and consultants[580](index=580&type=chunk)[581](index=581&type=chunk)[594](index=594&type=chunk) PART III [Financial Statements](index=115&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements with an unqualified opinion, highlighting revenue recognition for construction contracts as a critical audit matter due to significant management judgment - The independent auditor, AOGB CPA Limited, issued an unqualified opinion on the consolidated financial statements as of December 31, 2024 and 2023, and for the three years ended December 31, 2024[611](index=611&type=chunk) - A critical audit matter was identified concerning Revenue Recognition for Engineering and Construction Contracts. This was due to the significant management judgment involved in estimating total contract revenue and costs, which are used to measure progress towards completion[617](index=617&type=chunk)[618](index=618&type=chunk) - The company's going concern assessment concludes that there is no substantial doubt about its ability to continue, based on adequate resources and management's plans, despite incurring a net loss of **$2.54 million** in 2024[630](index=630&type=chunk) Consolidated Balance Sheet Summary (as of Dec 31) | | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | **Total Current Assets** | $6,833,774 | $11,298,237 | | **Total Assets** | $8,721,050 | $11,790,806 | | **Total Current Liabilities** | $4,754,476 | $5,104,704 | | **Total Liabilities** | $5,226,051 | $5,781,881 | | **Total Shareholders' Equity** | $3,494,999 | $6,008,925 | Consolidated Statement of Operations Summary (for year ended Dec 31) | | 2024 ($) | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | :--- | | **Contract revenues** | $3,951,649 | $6,825,879 | $4,169,931 | | **Gross profit** | $412,171 | $2,440,600 | $785,704 | | **Operating loss** | $(2,548,875) | $(771,090) | $(641,452) | | **Net loss** | $(2,543,959) | $(648,854) | $(596,881) | | **Loss per share – Basic and diluted** | $(0.17) | $(0.04) | $(0.05) |

Financial Performance - Net sales for the three months ended March 31, 2025, were $12,135,000, a decrease of $1,926,000 or 13.7% compared to $14,061,000 for the same period in 2024[104] - Gross profit for the three months ended March 31, 2025, was $2,034,000, an increase of $128,000 or 6.72% from $1,906,000 in the same period of 2024, with a gross profit margin rising to 16.8% from 13.6%[108] - Operating expenses increased to $2,780,000 for the three months ended March 31, 2025, up $615,000 or 28.41% from $2,165,000 in the same period of 2024, representing 22.9% of net sales[109] - Net loss for the three months ended March 31, 2025, was $988,000, compared to a net loss of $706,000 for the same period in 2024, reflecting a 39.94% increase in losses[111] Cash Flow and Liquidity - Cash decreased by $468,000 or 62.15% to $285,000 as of March 31, 2025, compared to $753,000 as of December 31, 2024[105] - Working capital decreased by $1,400,000 or 11.89% to $10,376,000 as of March 31, 2025, from $11,776,000 as of December 31, 2024[105] - For the three months ended March 31, 2025, cash provided by operating activities was $1,525,000, compared to a cash flow use of $232,000 for the same period in 2024, indicating a significant improvement[122] - Cash used in investing activities was $1,217,000 for the three months ended March 31, 2025, up from $111,000 in the same period of 2024, reflecting ongoing investments in property and equipment[123] - Cash used in financing activities for the three months ended March 31, 2025, was $776,000, which included a decrease in borrowings under the Current Credit Facility by $284,000[125] - The company believes it has sufficient liquidity to meet its financial obligations for the next twelve months, based on current revenue visibility and backlog strength[119] Contracts and Backlog - Total unfilled contract values amounted to $270.3 million as of March 31, 2025, including a backlog of $120.6 million[103] Debt and Financing - The company entered into an Eighth Amendment on January 30, 2025, providing for an additional Term Loan of $1,640,000 for equipment acquisition[117] - As of March 31, 2025, the outstanding amount under the Revolving Line of Credit was $11,204,000, with $8,796,000 available for growth[119] - The company is exploring potential extensions or refinancing of its obligations under the Current Credit Facility, which may involve higher interest rates or more restrictive covenants[120] Customer Concentration - Lockheed Martin accounted for 39.6% of net sales in 2025, up from 25.9% in 2024, while RTX accounted for 28.9% in 2025, down from 33.4% in 2024[106] Operational Efficiency - The company plans to invest approximately $750,000 during the remainder of 2025 for new or upgraded equipment to enhance production efficiency[124] Accounting and Reporting - The company has not experienced any material changes to its critical accounting estimates compared to the previous year, maintaining consistency in financial reporting[129] - The increase in cash flow from operations was primarily due to a decrease in accounts receivable and the collection of contract costs receivable[122] Financial Ratios - The Fixed Charge Coverage Ratio achieved as of March 31, 2025, was 1.19x, exceeding the required 1.05x[113] Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of March 31, 2025, indicating a straightforward financial position[126]

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 March 31, 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: 001-36616 LogicMark, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or o ...