Financial Performance - Total revenue for Q3 2025 was $0.4 million, down from $0.6 million in Q3 2024, reflecting the performance of the healthcare business[7] - Total operating expenses in Q3 2025 were $10.8 million, significantly higher than $1.7 million in Q3 2024, primarily due to increased SG&A costs related to the Bitcoin strategy[7] - Net loss for Q3 2025 was $86.0 million, or $(0.42) per diluted share, compared to a net loss of $1.0 million, or $(0.17) per diluted share in Q3 2024[7] Bitcoin Strategy - As of September 30, 2025, the company had accumulated a total of 5,765 Bitcoin at a weighted average price of $118,204.88 per Bitcoin, totaling approximately $681 million[4] - The company raised approximately $540 million from a private placement and $200 million in convertible notes to fund Bitcoin purchases as part of its treasury strategy[2] - The company plans to prioritize investments in Bitcoin-related businesses with recurring revenue and strong margins to support its long-term strategy[6] Corporate Developments - The company completed a merger with Nakamoto, establishing it as a wholly owned subsidiary, and appointed Amanda Fabiano as COO to lead strategic execution[3] - The company established a $5 billion at-the-market equity offering program, raising $5.6 million at an average share price of $4.15 per share[3] - Two strategic investments were closed during the quarter: a $15 million investment in Treasury BV and a $30 million investment in Metaplanet Inc.[3] Market Valuation - As of September 30, 2025, the company's enterprise value was approximately $635.9 million, calculated from a market capitalization of $457.1 million[8]

Financial Performance - The company reported a net loss of $28.1 million and $42.8 million for the three and nine months ended September 30, 2025, compared to a net loss of $2.7 million and $4.6 million for the same periods in 2024, resulting in an accumulated deficit of $889.4 million as of September 30, 2025[207]. - The net loss for the three months ended September 30, 2025, was $28,085,000, an increase of $25,336,000 (approximately 922.5%) compared to a net loss of $2,749,000 in 2024[237]. - For the three and nine months ended September 30, 2025, the net loss was $28.1 million and $42.3 million, respectively, compared to $2.7 million and $4.6 million for the same periods in 2024, indicating a significant increase in losses[261]. - As of September 30, 2025, the company had cash and cash equivalents of $0.2 million and current liabilities of $21.9 million, raising substantial doubt about its ability to continue as a going concern[263]. - The accumulated deficit as of September 30, 2025, was $889.4 million, reflecting ongoing financial challenges[261]. - Cash used in operating activities was $11.4 million, a slight decrease from $11.7 million in the same period of 2024[266]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $15.8 million, primarily from private placement notes and the ELOC Purchase Agreement[268]. - The company recognized an income tax benefit of $3.4 million for the three and nine months ended September 30, 2025, due to the reversal of deferred taxes related to an intangible asset impairment charge of $16.0 million[258]. - During the nine months ended September 30, 2025, the company sold 21.9 million shares of common stock under the ELOC Purchase Agreement for gross proceeds of $15.8 million[273]. - Cash used in investing activities for the nine months ended September 30, 2025, was $5.972 million, primarily due to senior note receivable issuance and a deposit on property[267]. Research and Development - Istaroxime, the lead product candidate, demonstrated significant improvement in systolic blood pressure (SBP) and cardiac function in Phase 2 clinical trials, leading to the initiation of a global Phase 2 study for early cardiogenic shock[201]. - The SEISMiC Extension study showed positive topline results, with significant improvements in SBP and cardiac function in patients with SCAI Stage B cardiogenic shock, supporting the dosing regimen optimization[213]. - The company plans to pursue further development of istaroxime in less severe acute decompensated heart failure, with a global Phase 3 study planned in collaboration with Lee's Pharmaceutical (HK) Ltd.[201]. - Istaroxime is being advanced as the lead indication for cardiogenic shock, with plans to potentially enter Phase 3 for acute decompensated heart failure in the normal to low SBP population[214]. - Research and development expenses for the three months ended September 30, 2025, were $1,897,000, a decrease of $71,000 (approximately 3.6%) compared to $1,968,000 in 2024[239]. - Research and development expenses related to the istaroxime – cardiogenic shock program are expected to continue increasing as the SEISMiC C study progresses[238]. - Total direct clinical and preclinical program expenses decreased by $0.2 million for the nine months ended September 30, 2025, compared to the same period in 2024[241]. - Product development and manufacturing expenses increased by $0.1 million for the nine months ended September 30, 2025, due to increased quality assurance costs[245]. - Clinical, medical, and regulatory operations expenses decreased by $0.1 million for the three and nine months ended September 30, 2025, compared to the same period in 2024[247]. Corporate Strategy and Partnerships - The company launched a new corporate strategy in January 2025 to become a revenue-generating biotech company through acquisitions of small companies with FDA-approved products[204]. - The company is actively seeking partnerships to support the advancement and commercialization of its biotechnology pipeline, which may lower or eliminate development costs[211]. - The company intends to secure additional capital through partnerships, public or private securities offerings, and strategic opportunities to advance its development programs[209]. - The company is seeking partnership opportunities to fund its clinical trial in acute decompensated heart failure due to insufficient capital[214]. - The company is actively exploring licensing transactions and strategic partnerships for its product candidates, including rostafuroxin[216]. - The cardiovascular portfolio includes next-generation SERCA2a activators and rostafuroxin, with plans to pursue licensing arrangements for further development[202]. - An Asset Purchase Agreement was entered into with Varian Biopharmaceuticals, Inc. in April 2024, acquiring assets related to a novel aPKCi inhibitor for potential oncology applications[206]. - The company became the manufacturing sourcing agent for Evofem's FDA-approved product Phexxi® in March 2025 and signed a manufacturing deal with Zhoake (Hong Kong) Ophthalmology Pharmaceutical Limited in June 2025[198]. Regulatory and Compliance - The company received a deficiency letter from Nasdaq for not meeting the minimum bid price requirement of $1.00 per share, leading to a delisting notification[222]. - The number of authorized shares was increased from 125 million to 1 billion, consisting of 995 million common shares and 5 million preferred shares[224]. - The European Patent Office granted Patent No. 3599243 for dual mechanism SERCA2a Activator candidates, providing protection until July 2038[215]. Operational Challenges - The company is monitoring global economic conditions and potential impacts on operations related to international trade policies and supply chain dynamics[236]. - The company recorded losses on impairment of long-lived intangible assets of $16.1 million during Q3 2025 due to declining share prices and strategic decisions[231]. - As of September 30, 2025, the identifiable intangible assets totaled $8 million, down from $24.13 million as of December 31, 2024[232]. - Total operating expenses for the three months ended September 30, 2025, were $19,882,000, an increase of $15,141,000 (approximately 318.5%) compared to $4,741,000 in 2024[237]. - The company incurred a loss on debt issuance of $14,965,000 related to the $10,000,000 July 2025 ELOC commitment note[250]. - The total other income (expense), net, for the three months ended September 30, 2025, was $(11,634,000), a decrease of $13,386,000 compared to $1,752,000 in 2024[250].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________to_____________ Commission File Number 001-39569 BONK, INC. (Exact name of registrant as specified in charter) Delaware 83-2455880 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 18801 N Thompson Peak Pkwy Ste 380, Scottsdale, AZ 85255 (Ad ...

Product Launch and Development - Bonk, Inc. launched the Sure Shot Dietary Supplement in December 2023, aimed at reducing blood alcohol content with 28 active ingredients[174][177]. - Clinical trials for the Sure Shot Dietary Supplement showed a statistically significant reduction in Blood Alcohol Content (BAC) with a p-value of 0.002, demonstrating its efficacy[183][184]. - The Sure Shot Dietary Supplement is manufactured in compliance with Good Manufacturing Practices (GMP) to ensure quality and safety[178]. - The company has conducted extensive informal research since 2010, leading to the development of the Sure Shot Dietary Supplement, with hundreds of pre-clinical tests performed[185]. - The company owns five patents related to the Sure Shot Dietary Supplement, with the most recent patent granted on December 3, 2024, covering the current version of the product[196]. Financial Performance - Beverage sales for the three months ended September 30, 2025, were $1,514,817, a significant increase from $110,213 in the same period in 2024, reflecting a growth of approximately 1,274%[205]. - For the nine months ended September 30, 2025, beverage sales reached $1,601,866, compared to $519,793 in 2024, marking a growth of approximately 208%[213]. - Related party income from digital assets for the three months ended September 30, 2025, was $509,085, compared to no income in the same period in 2024[206]. - Cost of sales for the three months ended September 30, 2025, was $1,480,760, up from $402,399 in 2024, indicating a rise of 268% due to increased revenues[206]. - Cost of sales for the nine months ended September 30, 2025, was $1,522,942, down from $2,549,099 in 2024, reflecting a decrease of 40% due to a one-time inventory write-off in 2024[214]. - Total operating expenses for the three months ended September 30, 2025, were $17,215,566, compared to $11,348,320 in 2024, representing an increase of 52%[207]. - Total operating expenses for the nine months ended September 30, 2025, were $26,990,405, a decrease from $32,923,489 in 2024, indicating a reduction of 18%[215]. - The net loss for the three months ended September 30, 2025, was $33,581,216, compared to a net loss of $11,929,277 in 2024, representing an increase in losses of 182%[205]. Strategic Acquisitions and Investments - The company completed the acquisition of Yerbaé, a premium plant-based energy beverage company, on June 27, 2025, to enhance its presence in the functional beverage market[175][190]. - A Securities Purchase Agreement was entered into on August 8, 2025, for a private investment of $25 million in Series C Convertible Preferred Stock, convertible into approximately 62.7 million shares of common stock[193][194]. - The company is exploring opportunities in the digital asset ecosystem, including a transaction involving Bonk tokens to enhance brand engagement[176][189]. - The company has invested significantly in research and development, acquiring a substantial portfolio of intellectual property to support its innovative product offerings[188]. Regulatory Environment - The company is subject to various U.S. federal, state, and local regulations affecting the production and sale of its dietary supplement and beverages, which could impact its operations[198].

Revenue Performance - Total revenues for the three months ended September 30, 2025, were approximately $1.847 million, a decrease of $316 thousand or 14.6% compared to $2.163 million for the same period in 2024[157]. - In-person experience revenues decreased by approximately $336 thousand, or 25%, to approximately $1.009 million for the three months ended September 30, 2025, primarily due to lower average revenue per event[158]. - Casual mobile gaming revenue remained stable at $838 thousand for the three months ended September 30, 2025, compared to $818 thousand for the same period in 2024, attributed to the launch of a new poker game[159]. - Total revenues decreased to approximately $6.0 million for the nine months ended September 30, 2025, down from $7.2 million in 2024, primarily due to a decline in casual mobile gaming revenue[172]. - In-person experience revenues increased by approximately $0.3 million, or 9%, to approximately $3.8 million for the nine months ended September 30, 2025, driven by higher revenue from arena events[172]. Expenses - General and administrative expenses increased by approximately $5.9 million, or 448%, to approximately $7.176 million for the three months ended September 30, 2025, primarily due to increased legal and professional fees[163]. - General and administrative expenses surged by approximately $9.3 million, or 99%, to approximately $18.7 million for the nine months ended September 30, 2025, largely due to increased legal and professional fees[178]. - Research and development expenses increased to $175 thousand for the three months ended September 30, 2025, from $158 thousand for the same period in 2024, focusing on new casual mobile game development[162]. Losses and Financial Position - The company reported a loss from operations of $7.335 million for the three months ended September 30, 2025, compared to a loss of $1.181 million for the same period in 2024, reflecting a deterioration of $6.154 million[157]. - The company reported a net loss of approximately $15.1 million for the nine months ended September 30, 2025, compared to a net loss of $9.7 million for the same period in 2024[172]. - The company recognized a loss of $3 million related to an escrow settlement with Brookfield Property Partners during the three months ended September 30, 2025[166]. Cash Flow and Investments - Net cash used in operating activities improved to approximately $3.7 million for the nine months ended September 30, 2025, compared to $13.2 million in 2024, indicating a decrease in cash usage of $9.5 million[191]. - Net cash used in investing activities was approximately $41.0 million for the nine months ended September 30, 2025, significantly higher than $24.7 million in 2024, primarily due to increased purchases of short-term investments[192]. - Cash and cash equivalents stood at approximately $15.4 million as of September 30, 2025, excluding $38.3 million of short-term investments and $2.2 million of marketable securities[188]. Other Financial Metrics - Other non-operating income, net, was approximately $324 thousand for the three months ended September 30, 2025, compared to $1 thousand of other expense for the same period in 2024, representing an increase of $325 thousand[165]. - Interest income, net, rose to approximately $1.4 million for the three months ended September 30, 2025, up from approximately $1.0 million in the same period of 2024[171]. - The gain on foreign currency transactions was approximately $0.3 million for the three months ended September 30, 2025, compared to a loss of $1.2 million for the same period in 2024, reflecting a significant improvement[169]. - The fair value of digital assets increased by approximately $53 thousand for the three months ended September 30, 2025, following the adoption of ASU 2023-08, which requires crypto assets to be measured at fair value[170]. Compliance and Accounting Estimates - The company intends to monitor its stock price to regain compliance with Nasdaq's minimum bid price requirement of $1.00 per share by May 4, 2026[153]. - The company considers accounting estimates related to credit loss on loans, impairment of long-lived assets, impairment of goodwill, and accruals for loss contingencies as critical accounting estimates due to their potential material impact on financial condition and results of operations[198]. - Other items within the financial statements require estimation but are not classified as critical[198]. - There are no quantitative and qualitative disclosures about market risk applicable to the company[200].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-41405 ALGORHYTHM HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-41405 ALGORHYTHM HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdict ...

Financial Performance - Total net revenues for Q3 2025 reached $1,356,609, an increase of 7.8% compared to $1,258,929 in Q3 2024[18] - Net loss for Q3 2025 was $3,449,693, compared to a net loss of $719,748 in Q3 2024, representing a significant increase in losses[18] - Operating costs and expenses for Q3 2025 totaled $4,404,520, up from $1,983,627 in Q3 2024, indicating a rise of 121.1%[18] - Net revenues for the three-month period ended September 30, 2025, were approximately $1.4 million, an increase of 7.8% compared to $1.3 million in 2024, primarily driven by licensing revenue[125] - Total operating costs and expenses for the three-month period were approximately $4.4 million, a significant increase of 122.0% from $2.0 million in the prior year[125] - Net loss for the three-month period was $(3.4) million, a 379.3% increase compared to a net loss of $(719.7) thousand in 2024[125] - For the nine-month period ended September 30, 2025, total net revenues were approximately $4.9 million, an increase of 17.7% from $4.1 million in 2024, driven by license income[131] Cash Flow and Liquidity - Cash and cash equivalents decreased to $44,045 as of September 30, 2025, down from $158,215 as of December 31, 2024[16] - Net cash used in operating activities was $4,794,712 for the nine months ended September 30, 2025, an increase from $3,319,670 in the prior year[27] - The company reported a net cash provided by financing activities of $4,491,041, compared to $3,902,291 in the previous year[27] - Cash and cash equivalents at the end of the period were $44,045, down from $105,863 at the end of the same period in 2024[27] - Net cash provided by financing activities for the nine-month period ended September 30, 2025, was $4.5 million, primarily from loan payables of $4.2 million, offset by debt amortization of $2.9 million[144] Assets and Liabilities - Total assets decreased to $6,198,248 as of September 30, 2025, from $7,789,123 as of December 31, 2024[16] - Total liabilities increased to $9,620,143 as of September 30, 2025, compared to $5,186,381 as of December 31, 2024[16] - The accumulated deficit increased to $(32,543,761) as of September 30, 2025, from $(21,562,872) as of December 31, 2024[16] - Total loans payable to financial institutions as of September 30, 2025, were $132,164, up from $111,300 as of December 31, 2024, representing an increase of approximately 18.7%[61] - Total loan payable to others increased to $449,027 as of September 30, 2025, compared to $427,073 as of December 31, 2024, marking a rise of about 5.1%[62] Stock and Equity - The company issued 100,000 common shares during Q3 2025, contributing to the increase in total stockholders' equity[21] - The weighted average number of common shares outstanding for Q3 2025 was 5,068,011, compared to 2,420,628 in Q3 2024[18] - The Company issued Debentures totaling $3,750,000 to Arena Investors, sold for a purchase price of $4,166,665, reflecting a 10% original issue discount[72] - The Company issued 1,041,667 Warrants in connection with the Debentures issued to Arena Investors[72] Revenue Sources - As of September 30, 2025, retail store revenue accounted for approximately 94.5% of the Company's total revenue for the nine months ended, while wholesale and online revenue made up about 3.5%[119][120] - The Company recognized $100,000 in licensing revenue for the nine months ended September 30, 2025, which constituted approximately 2.0% of total revenue[121] - The retail coffee market in the U.S. is projected to reach $74.3 billion in 2025, driven by a shift towards premium coffee products[117] Operational Developments - The company has established new subsidiaries in Korea and Malaysia, each with one retail coffee store under the Reborn Coffee brand[31] - The Company has 12 retail locations in California and two international locations in South Korea and Malaysia[111][122] - The Company has a focus on continuous Research and Development to innovate coffee processing methods and enhance product offerings[116] - The Company aims to capture a growing portion of the coffee market as consumer awareness of its brand increases[117] Internal Controls and Compliance - Management identified control deficiencies due to inadequate accounting resources and lack of segregation of duties, which may affect the internal control environment[156] - As of September 30, 2025, the company’s disclosure controls and procedures were deemed ineffective, impacting the assurance of timely and accurate reporting[155] - There were no changes in internal control over financial reporting during the quarter ended September 30, 2025, that materially affected the internal control[159] - The company is not currently involved in any litigation that is expected to have a materially adverse effect on its financial condition or results of operations[162] Future Outlook - The company plans to raise additional operating funds through equity and/or debt offerings, although there is no assurance of success[28] - The Company has substantial doubt about its ability to continue as a going concern due to uncertainties regarding revenue generation and financing[30]

Financial Instruments and Debt - The Company reported a principal amount of $6,625,000 for a junior secured convertible promissory note issued to J.J. Astor & Co., receiving $5,000,000 net of fees[141]. - The Lender converted $4.05 million of outstanding principal into approximately 34.5 million shares of the Company's common stock at discounted prices[142]. - The Outstanding Principal Amount of the Initial Note was $2,259,319.89, and the Outstanding Principal Balance on the Second Note was $5,685,805.13 as of the Forbearance Agreement Effective Date[145]. - The Company agreed to a default interest rate of 19% on the Initial Note and Second Note, with all amounts due by November 30, 2025[145]. - The Company received $1,152,000 from the Third Note after legal and origination fees, with a principal amount of $1,620,000[146]. - The Company issued a convertible promissory note for a principal amount of $647,500, receiving $550,000 in exchange and issuing 82,500 shares of common stock as an incentive[147]. - On October 16, 2025, the Company raised approximately $5 million through a registered direct offering of 8,417,645 shares at $0.2164 per share and 14,689,851 pre-funded warrants at $0.2154[148]. - A second offering on October 30, 2025, raised approximately $2.55 million by issuing 10,600,000 shares at $0.18 per share and 3,566,666 pre-funded warrants at $0.179[156]. - The Company entered into a Physical Commodity Intermediation Agreement with a wholesaler, providing up to $40 million in credit support for commodity trading activities[154]. Business Operations and Acquisitions - The Company acquired Endeavor Crude, LLC and other entities on October 1, 2024, enhancing its operations in the midstream oil and gas industry[139]. - The Company is focused on building an integrated midstream and environmental services platform to enhance operational efficiency and market access[138]. - The Company is developing Remediation Processing Centers, with the first facility under construction in Texas, expected to process oilfield solid wastes into valuable byproducts[137]. - The Company has revised its segment structure to report three operating segments: transportation and logistics, terminaling and storage services, and supply and trading[133]. - The Company revised its segment reporting structure to include three operating segments: transportation and logistics, terminaling and storage services, and supply and trading, reflecting the expansion of its business activities[166]. Financial Performance - For the three months ended September 30, 2025, the Company reported revenues of $16,981,385, an increase of $1,064,962 or 6.7% compared to $15,916,423 in the same period of 2024[170]. - The cost of revenues decreased to $12,261,886 for the three months ended September 30, 2025, down $1,928,187 or 13.59% from $14,190,073 in 2024[172]. - Gross profit for the three months ended September 30, 2025, was $4,719,499, representing an increase of $2,993,149 or 173% compared to $1,726,350 in 2024[173]. - Operating expenses increased to $13,750,500 for the three months ended September 30, 2025, an increase of $10,065,513 or 273% from $3,684,987 in 2024, primarily due to costs from the acquired Endeavor Entities[174]. - Total interest expense for the three months ended September 30, 2025, was $14,439,961, an increase of $13,798,717 or 2,152% compared to $641,244 in 2024, driven by refinancing and forbearance arrangements[175]. - For the nine months ended September 30, 2025, total revenues increased by 221.79% to $83.4 million, attributed to higher activity in transportation and logistics and terminaling and storage services from the Endeavor Entities acquisition[184]. - The cost of revenues for the nine months ended September 30, 2025, was $69.4 million, representing an increase of 177.24% compared to the prior year, driven by the operations of the newly acquired Endeavor Entities[186]. - Gross profit for the nine months ended September 30, 2025, was $14.1 million, an increase of 588.08% from $3.9 million in 2024, reflecting the growth in revenue and cost of revenue activities[187]. - Operating expenses for the nine months ended September 30, 2025, rose to $36.3 million, a 704.87% increase, primarily due to costs from the Endeavor Entities and a $5.0 million legal reserve[188]. - Interest expense for the nine months ended September 30, 2025, totaled $20.0 million, a significant increase of 2,876.07% compared to the prior year, driven by refinancing and forbearance arrangements[189]. - A loss on conversion of debt of $9.8 million was recognized during the nine months ended September 30, 2025, compared to $0 in the prior year, due to the conversion of convertible debt into common stock[190]. - Unrealized losses on marketable securities for the nine months ended September 30, 2025, amounted to $249,080, a decrease of 120.14% from an unrealized gain of $743,739 in 2024[191]. - For the nine months ended September 30, 2025, the company reported net cash provided by operating activities of $4,311,676, a significant increase from $165,359 in the same period of 2024[199]. - The company experienced a net loss of $54,358,617 for the nine months ended September 30, 2025, compared to a net loss of $6,983,978 in 2024[202]. Cash Flow and Financial Position - As of September 30, 2025, the company had an accumulated deficit of approximately $148.1 million and a working capital deficit of approximately $62.3 million[200]. - Cash and cash equivalents decreased from $3,676,992 as of December 31, 2024, to $1,191,766 as of September 30, 2025, with $892,124 classified as restricted cash[201]. - Net cash used in financing activities totaled $8,494,343 for the nine months ended September 30, 2025, reflecting substantial payments on notes payable and finance lease obligations[204]. - The company anticipates approximately $1.5 million of additional expenditures related to the continued development of its Texas remediation and wash plant facilities[205]. - The company had no capitalized interest during the nine months ended September 30, 2025, compared to $1.0 million in the same period in 2024[205]. - As of September 30, 2025, the company had finance lease obligations totaling $8,929,265[207]. Going Concern and Risks - The company faces substantial doubt about its ability to continue as a going concern due to historical net losses and negative cash flows from operations[200]. - The company is exposed to interest rate risk due to financing arrangements with variable interest rates based on the prime rate[209].

Financial Condition - As of December 31, 2024, the company had cash and cash equivalents of approximately $15,000, a working capital deficit of approximately $3,170,000, and an accumulated deficit of approximately $58,255,000[66]. - The company's auditors expressed substantial doubt regarding its ability to continue as a going concern due to a lack of financial liquidity[67]. - The company has incurred substantial losses from operations to date and may never achieve profitability, which could adversely affect the market value of its common stock[76]. - The company requires additional funding to support its operations, and any new equity financing could have a substantial dilutive effect on existing stockholders[66]. - The company's convertible debt could lead to dilution of existing shareholders if additional shares are issued upon conversion[103]. Internal Controls and Compliance - The company is currently facing material weaknesses in its internal control over financial reporting, which could result in material misstatements in its financial statements[78]. - The company is subject to various federal, state, and foreign consumer protection laws, and failure to comply could have a material adverse effect on its business and financial condition[89]. - The company is subject to increased federal regulations, including the CARD Act and FinCEN's Prepaid Access Rule, which may raise operational costs and impact revenues[90]. - Compliance with Money Transmitter Licenses is mandatory in several states, and failure to maintain these licenses could adversely affect the company's operations and financial condition[91]. - The company collects and stores personally identifiable information, making it subject to various privacy regulations, and any data breaches could lead to significant liabilities and reputational damage[92]. - The company is currently out of compliance with SEC filings but expects to resolve this issue shortly, which is crucial for maintaining investor confidence[102]. Operational Risks - The company is involved in various litigation matters that could harm its business and financial condition if resolved adversely[82]. - The company relies on a small number of key personnel, and the loss of any of these individuals could materially and adversely affect its operations[86]. - The company is subject to evolving anti-money laundering regulations, which may increase operational costs and disrupt business[88]. - Cuentas Mobile relies on third-party network operators for service delivery, making its performance dependent on the reliability of these providers[97]. - The company has an operating history of almost three years in the mobile phone business, and failure to attract and retain subscribers could significantly impact its financial results[99]. Market Competition and Stock Performance - The company faces competition from larger, well-financed competitors, which may hinder its ability to compete effectively in the market[95]. - The company's stock is subject to penny stock rules, which may reduce trading activity and make it difficult for shareholders to sell their shares[106]. - The company does not expect to pay dividends for the foreseeable future, which may deter potential investors seeking current income[110]. - The company's ability to achieve and maintain profitability is dependent on generating revenues and managing development costs effectively[73].