Restaurant Operations - As of September 28, 2025, Jack in the Box operated and franchised 2,136 restaurants, with 93% (1,986) being franchised[14]. - Del Taco served approximately 2 million guests each week and operated 576 restaurants, with 77% (444) being franchised as of September 28, 2025[16]. - The total number of Jack in the Box restaurants is 2,136, with 150 company-operated and 1,986 franchised[136]. - The total number of Del Taco restaurants is 576, with 132 company-operated and 444 franchised[136]. - The Jack in the Box restaurants are approximately 1,372 square feet and support a Y-Lane drive-thru configuration[23]. - The Del Taco restaurants are approximately 1,152 square feet and also support a Y-Lane drive-thru configuration[24]. - As of September 28, 2025, the Company had a total of 5,046 employees, with 4,440 being restaurant employees[39]. - Approximately 84% of restaurant employees were part-time as of the end of fiscal 2025[39]. Franchise Agreements - The franchise agreement for Jack in the Box includes an initial franchise fee of $50,000 per restaurant and royalty payments of 5.0% of gross sales[18]. - The franchise agreement for Del Taco includes an initial franchise fee of $35,000 per restaurant and royalty payments of 5.0% and 4.0% for marketing, respectively[19]. - Approximately 93% of Jack in the Box restaurants and 77% of Del Taco restaurants are franchised, indicating a high reliance on franchisee performance for revenue generation[84]. Financial Performance - The Company reported that same-store sales, system restaurant sales, and average unit volumes (AUVs) are key performance metrics used to assess profitability[161]. - Jack in the Box company-operated restaurant sales decreased by $10.3 million, or 2.4%, in fiscal 2025 compared to fiscal 2024, primarily due to a decrease in transactions[167]. - Del Taco company-operated restaurant sales decreased by $71.4 million, or 25.3%, in fiscal 2025 compared to fiscal 2024, driven by a decrease in the average number of restaurants and transactions[177]. - Same-store sales at Jack in the Box company-operated restaurants decreased by 3.7% in fiscal 2025, with transactions down by 5.7% and average check up by 2.0%[168]. - Same-store sales at Del Taco company-operated restaurants decreased by 2.4% in fiscal 2025, with transactions down by 6.9% and average check up by 4.5%[178]. - Franchise rental revenues for Jack in the Box decreased by $14.5 million, or 4.2%, in fiscal 2025, primarily due to lower sales[174]. - Franchise royalties for Jack in the Box decreased by $7.1 million, or 3.4%, in fiscal 2025, driven by lower sales[175]. - Franchise rental revenues for Del Taco increased by $7.7 million, or 27.3%, in fiscal 2025, primarily due to higher rental income from new subleases[181]. - Franchise occupancy expenses for Del Taco increased by $7.2 million, or 25.9%, in fiscal 2025, primarily due to higher operating lease costs[183]. Strategic Initiatives - The Company plans to accelerate cash flow by discontinuing dividends and reallocating funds to initiatives that drive sales growth, particularly in digital and technology[25]. - The Company announced a plan to explore strategic alternatives for the Del Taco brand, leading to a Stock Purchase Agreement to sell Del Taco for an aggregate purchase price of $115 million in cash[163]. - The Company entered into a Stock Purchase Agreement to sell Del Taco for an aggregate purchase price of $115 million in cash[13]. Employee and Training Programs - The company invests in employee training and development to reduce turnover and improve service quality[63]. - The company offers a comprehensive benefits package including medical, dental, vision insurance, and a 401(k) plan with company matching contributions[42]. Competition and Market Risks - The company faces significant competition in the food service industry, particularly from established national and regional chains, as well as local businesses[68]. - The company is subject to risks related to macroeconomic conditions, including changes in consumer confidence and discretionary spending[57]. - Changes in customer preferences related to dietary concerns could lead to a decline in sales and royalties from franchisees[71]. - The effectiveness of marketing and promotional programs is critical, as competitors with greater financial resources may impact the company's market position[75][76]. Regulatory and Compliance Risks - The company is committed to maintaining compliance with various federal, state, and local laws governing food safety and employee rights[53]. - The company is subject to various consumer protection and privacy laws, which could lead to material legal costs[94]. - Compliance with the Americans with Disabilities Act and similar state laws may incur significant expenses related to modifications and legal claims[93]. - The company is subject to increasing legal complexity and potential litigation costs that could materially affect financial results[107]. - The company is subject to financial and regulatory risks associated with owned and leased properties, which could adversely affect operational performance[85]. Financial Condition and Debt - The Company has approximately $1.7 billion of outstanding debt as of September 28, 2025[121]. - The Company declared total dividends of $16.7 million in 2025, a decrease from $34.2 million in 2024, and has discontinued its dividend[210]. - As of September 28, 2025, the Company had $81.8 million in cash and restricted cash, with available borrowings of $96.8 million under its credit facilities[203]. Cybersecurity and Technology - The company relies heavily on information technology and digital service providers for operations, including point-of-sale processing and order management[118]. - The company maintains a comprehensive information security program to manage cybersecurity threats[126]. - The company engages third parties to assess and remediate material risks from cybersecurity threats[133]. - The Audit Committee oversees the company's cybersecurity and data privacy risk management[134]. - The company is subject to risks associated with increasing dependence on digital commerce platforms and technologies[117]. Economic and Commodity Risks - The company is subject to volatility in food and commodity costs, which can affect profit margins and may require menu modifications[58]. - Increased labor costs due to minimum wage requirements and other regulatory changes could adversely impact the company's operating costs[64]. - The company relies on frequent deliveries of fresh produce and other food products, making it vulnerable to supply chain disruptions[62]. - Severe weather conditions and natural disasters could result in property damage and lost restaurant sales, particularly affecting locations in California and Texas[77][78]. Financial Reporting and Internal Controls - Effective internal controls are necessary to ensure accurate financial reporting; weaknesses could harm investor confidence and stock value[108]. - Changes in tax laws could adversely affect the company's income tax expenses and overall financial condition[109].

Financial Performance - Total revenue for fiscal Q1 2026 increased by 16% year over year to $2.5 billion, compared to $2.1 billion in fiscal Q1 2025[2] - Non-GAAP net income for fiscal Q1 2026 was $662 million, or $0.93 per diluted share, up from $545 million, or $0.78 per diluted share in fiscal Q1 2025[3] - GAAP operating income for the three months ended October 31, 2025, was $309 million, an increase from $286 million in the same period of 2024[28] - Non-GAAP operating income rose to $746 million, compared to $616 million year-over-year, reflecting a non-GAAP operating margin of 30.2%, up from 28.8%[28] - GAAP net income decreased to $334 million from $351 million year-over-year, while non-GAAP net income increased to $662 million from $545 million[28] Revenue Guidance - The company expects total revenue for fiscal Q2 2026 to be in the range of $2.57 billion to $2.59 billion, representing year-over-year growth of 14% to 15%[9] - Guidance for Next-Generation Security ARR for fiscal year 2026 is projected to be between $7.00 billion and $7.10 billion, indicating year-over-year growth of 26% to 27%[9] Cash Flow and Margins - Adjusted free cash flow margin is expected to be in the range of 38% to 39% for fiscal year 2026[9] - Operating margin for fiscal Q1 2026 was over 30%, with a target of achieving over 40% adjusted free cash flow margin by FY'28[4] Assets and Liabilities - Cash and cash equivalents increased to $3,066 million as of October 31, 2025, up from $2,269 million at July 31, 2025[31] - Total current assets decreased slightly to $7,310 million from $7,523 million[31] - Total liabilities decreased to $14,871 million from $15,752 million, indicating improved financial health[31] - Stockholders' equity increased to $8,665 million from $7,824 million, reflecting a strong retained earnings growth from $2,484 million to $2,818 million[31] - Deferred revenue decreased to $6,132 million from $6,302 million, indicating a potential shift in revenue recognition[31] Strategic Initiatives - The company announced its intent to acquire Chronosphere, enhancing its capabilities in observability for the data center era[4] - The company appointed Mark Goodburn to the board of directors and announced the retirement of Mary Pat McCarthy effective January 23, 2026[5] Shareholder Information - The weighted-average shares used to compute diluted GAAP net income per share remained stable at 709 million[28] - The company reported share-based compensation-related charges of $387 million for the latest quarter, up from $315 million in the previous year[28] Performance Obligations - Next-Generation Security ARR grew by 29% year over year to $5.9 billion[5] - Remaining performance obligation increased by 24% year over year to $15.5 billion[5]

Financial Performance - For the nine months ended September 30, 2025, the net loss was $24.3 million, a 203.7% increase compared to a net loss of $7.99 million for the same period in 2024[101] - Total operating expenses for the three months ended September 30, 2025, were $20.75 million, an increase of 814.6% from $2.27 million in the same period in 2024[94] - The accumulated deficit as of September 30, 2025, was approximately $136.9 million[78] - The company incurred a net loss of $24.3 million for the nine months ended September 30, 2025, with an accumulated deficit of $136.9 million[111] Research and Development - Research and development expenses for the three months ended September 30, 2025, were $0.4 million, a decrease of 16.3% from $0.5 million in the same period in 2024[95] - Research and development expenses for the nine months ended September 30, 2025, were $1.0 million, a decrease of 15.1% from $1.66 million in the same period in 2024[102] - Impairment of in-process research and development was $18.6 million for the three months ended September 30, 2025, compared to $0 for the same period in 2024[97] - Impairment of in-process research and development was $18.6 million for the nine months ended September 30, 2025, compared to $0.0 million for the same period in 2024, due to a significant decline in market capitalization[104] Operating Activities - Net cash used in operating activities was approximately $4.7 million for the nine months ended September 30, 2025, an improvement from $6.3 million in 2024[108] - Current assets decreased to $996,000 as of September 30, 2025, from $1.716 million in 2024, while current liabilities increased to $12.766 million from $11.231 million[110] - The working capital deficiency increased to $11.770 million as of September 30, 2025, compared to $9.515 million in 2024[110] Financing and Capital - The company expects to continue incurring significant operating losses and will need additional financing to support ongoing operations[79] - The company plans to raise additional capital to fund continued development of its product candidates and expects to incur substantial operating losses for the next several years[117] - The company expects to rely on the issuance of equity or debt to raise additional funds, which may lead to dilution for existing shareholders[119] - Net cash provided by financing activities increased to $3.7 million for the nine months ended September 30, 2025, from $3.3 million in 2024, driven by proceeds from warrant exercises[109] Stock and Market Activity - The company’s common stock was delisted from Nasdaq on October 6, 2025, and began trading on OTCQB on July 28, 2025[80] - The company has no arrangements in place for any strategic business transactions but continues to evaluate potential collaborations with established pharmaceutical companies[118] Administrative Expenses - General and administrative expenses for the three months ended September 30, 2025, were $1.7 million, a decrease of 5.1% from $1.8 million in the same period in 2024[96] - General and administrative expenses decreased by $0.9 million or 20.6% to $5.3 million for the nine months ended September 30, 2025, compared to the same period in 2024[103]

Financial Position - The company reported $188.9 million in cash, cash equivalents, and short-term marketable securities as of September 30, 2025, which is expected to fund operations into fiscal 2029[21]. - The company completed a public offering in October 2025, raising approximately $74.8 million to support operations[201]. - The company faces significant risks related to funding, as it will require substantial additional funding to continue product development efforts[200]. Market Opportunities - The market for atopic dermatitis (AD) is projected to reach approximately $30 billion by 2030, while the combined market for asthma, chronic obstructive pulmonary disease (COPD), chronic rhinosinusitis with nasal polyps (CRSwNP), and prurigo nodularis (PN) is estimated at $35 billion[20]. - The market for urticaria is projected to reach approximately $7 billion by 2032, while the market for atopic dermatitis (AD) is projected to be around $33 billion[67]. - RSV is estimated to cause up to 350,000 hospitalizations and 6.5 million outpatient visits in the U.S. during the 2024-2025 season[38]. Clinical Development - The company has two clinical-stage candidates for respiratory syncytial virus (RSV): zelicapavir and EDP-323, both of which have received Fast Track designation from the FDA[25]. - Zelicapavir has demonstrated statistically significant reductions in RSV viral load and symptoms in Phase 2 clinical studies, with positive topline results announced for high-risk adults and pediatric populations[28]. - EDP-323 has shown sub-nanomolar potency against RSV-A and RSV-B in vitro and has completed a Phase 2 challenge study with positive topline results[28]. - The company plans to file an Investigational New Drug (IND) application for EDP-978, a KIT inhibitor, in the first quarter of 2026[29]. - EPS-3903, a STAT6 inhibitor, has shown in vivo efficacy comparable to dupilumab in multiple disease models and is expected to enter IND-enabling activities in the second half of 2026[35]. Research and Development - Research and development expenses for the fiscal years ended September 30 were $106.7 million in 2025, $131.5 million in 2024, and $163.5 million in 2023, indicating a decreasing trend in R&D spending[190]. - The company plans to continue funding research and development activities through existing financial resources and future cash flows from collaborations[38]. - The company is focused on developing compounds targeting the N-protein and L-protein inhibitors, which have shown a higher barrier to viral resistance compared to fusion inhibitors[42]. Collaboration and Royalties - The company has received a total of $330 million in contractual milestone payments from AbbVie related to the clinical development and commercialization of HCV regimens[31]. - The collaboration with AbbVie has generated $396 million in payments and $954 million in royalty payments through September 30, 2025[86][87]. - A royalty sale agreement was entered into in April 2023, providing a $200 million cash purchase price for 54.5% of future quarterly royalty payments on MAVYRET/MAVIRET sales through June 30, 2032[96]. Competitive Landscape - The company faces substantial competition in the HCV market, with many competitors having greater resources and advanced product candidates[207]. - The company is aware of the intense competition in the moderate-severe atopic dermatitis treatment landscape, dominated by biologics targeting the IL-4 and IL-13 pathways[213]. - The company is monitoring the competitive landscape for RSV treatments, where several companies are developing antiviral options[209]. Regulatory Environment - The FDA review process for a New Drug Application (NDA) typically takes ten months for standard reviews and six months for priority reviews, with no guarantee of approval[144]. - The company must ensure compliance with extensive government regulations throughout the drug development process, which requires substantial time and financial resources[131]. - The FDA may require Phase 4 studies post-approval to further assess a product's safety and effectiveness[139]. Product Efficacy - In a Phase 2b study, zelicapavir showed a 2.2-day improvement in time to complete resolution of all 13 RSV symptoms compared to placebo in the overall efficacy population[49]. - The HR3 population (patients with CHF, COPD, or aged 75+) experienced a 6.7-day faster time to complete resolution of symptoms with zelicapavir compared to placebo[49]. - EDP-323 demonstrated an 85% reduction in viral load AUC in the high dose arm and 87% in the low dose arm compared to placebo, with a highly statistically significant p-value of <0.0001[58]. Intellectual Property - The patent portfolio for RSV, SARS-CoV-2, and HBV includes issued U.S. patents and pending applications, with expected patent coverage until at least 2038 for compounds currently in clinical development[124]. - The existence of issued patents does not guarantee the right to commercialize products, as third parties may hold conflicting patents[128]. - The company may apply for patent term extensions to compensate for delays in obtaining marketing approval, but success is not guaranteed[126].

Financial Performance - The company reported a net income of $1,820,558 for the three months ended September 30, 2025, primarily from investment income of $2,068,698, offset by operating expenses of $248,140[109]. - Cash used in operating activities from inception through September 30, 2025, was $631,817, with net income impacted by interest earned on Trust Account investments[114]. Initial Public Offering (IPO) - The initial public offering (IPO) generated gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[111]. - Following the IPO, a total of $200,000,000 was placed in the Trust Account, with transaction costs amounting to $2,105,782[113]. - Cash provided by financing activities during the same period was $201,031,588, reflecting proceeds from the IPO and Private Placement, net of offering costs[115]. Trust Account and Investments - As of September 30, 2025, the company held investments in the Trust Account totaling $202,068,698, intended for the initial business combination[116]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses[117]. Debt and Financing - The company has no long-term debt or capital lease obligations as of September 30, 2025[121]. - The Working Capital Convertible Note issued to the Sponsor has a principal amount of up to $840,000, convertible into Class A ordinary shares at a specified price[123]. - The company does not anticipate needing to raise additional funds for operating expenditures prior to the initial business combination[119].

Financial Performance - Net revenues for the three months ended September 30, 2025, were $981,858, a significant increase from $438,272 in the same period of 2024[14]. - Gross profit for the nine months ended September 30, 2025, was $699,064, compared to a loss of $30,443 in the same period of 2024[14]. - Net loss for the three months ended September 30, 2025, was $9.89 million, compared to a loss of $4.72 million in the same period of 2024[14]. - The company reported a basic and diluted loss per share of $4.51 for the three months ended September 30, 2025[14]. - The net loss for the nine months ended September 30, 2025, was $9,886,045, compared to a net loss of $4,719,563 for the same period in 2024, indicating an increase in losses[20]. - The company reported a loss from continuing operations of $(22,029,577) for the nine months ended September 30, 2025, compared to $(14,717,161) for the same period in 2024[130]. - The total operating loss for Splash Beverage was $(9,290,206) for the three months ended September 30, 2025, compared to $(1,719,038) for the same period in 2024, indicating a deterioration in performance[130]. Assets and Liabilities - Total assets increased to $22.49 million as of September 30, 2025, compared to $2.76 million on December 31, 2024[11]. - Cash and cash equivalents increased to $265,667 as of September 30, 2025, from $15,346 on December 31, 2024[11]. - Total current liabilities decreased to $15.64 million as of September 30, 2025, from $19.37 million on December 31, 2024[11]. - Total liabilities increased from $146,792,889 at December 31, 2024, to $178,284,467 at September 30, 2025, reflecting a growing debt burden[20]. - The company reported total assets of $185,025,450, with total liabilities amounting to $178,284,467, resulting in a shareholders' equity of $6,777,552 as of September 30, 2025[20]. Equity and Stock Transactions - Total stockholders' equity improved to $6.78 million as of September 30, 2025, from a deficiency of $18.63 million on December 31, 2024[11]. - The company issued common stock for convertible notes amounting to $135,000 during the quarter[18]. - The company issued 20,000 shares of preferred stock for the acquisition of water rights, valued at $20,000,000[19]. - The company issued 55,500 shares valued at $141,595 in exchange for services during the nine months ended September 30, 2025[94]. - The Company has issued four series of preferred stock, with distinct rights and preferences outlined in the financial statements[96]. Cash Flow and Operating Activities - Net cash used in operating activities for 2025 was $3,828,797, a decrease from $6,383,464 in 2024, reflecting an improvement of approximately 40%[22]. - The company reported cash and cash equivalents of $265,667 at the end of the period in 2025, down from $456,887 in 2024, representing a decline of about 42%[22]. - The Company has not generated any revenue since March 2025 and requires at least $2,000,000 of working capital to resume minimal operations[167]. - The company reported a cash flow statement for the nine months ended September 30, 2025, indicating ongoing operational activities[21]. Debt and Financing - The company entered into various eighteen-month loans totaling $800,000,000, with a 50% warrant coverage[82]. - The company entered into a revenue purchase agreement amounting to $250 million, with 4% of revenue to be paid weekly until the loan is fully paid[1]. - The company entered into a commercial financing agreement for $815 million, to be paid weekly until the loan is fully repaid[83]. - The company reported a loan in default with a default rate of 46.45%[1]. - The Company issued convertible promissory notes totaling $424,560 in August 2025 and secured convertible promissory notes of $2,200,000 in September 2025 to address capital needs[167]. Strategic Initiatives and Challenges - The company plans to raise approximately $4,000,000 to fulfill a purchase order for bottled water from a customer in the UAE[27]. - The company intends to focus on the distribution of the Chispo brand tequila and the sale of water extracted from its newly acquired Water Assets[28]. - The company acknowledges that strategic initiatives, including acquisitions and divestitures, may not be successful and could divert management's attention from core operations[201]. - The company faces challenges in integrating the Water Assets, including hiring personnel, complying with foreign laws, and establishing production and distribution channels, which may lead to increased costs and reduced profit margins[205]. Internal Controls and Reporting - The company identified material weaknesses in internal controls over financial reporting, specifically a lack of segregation of duties and insufficient accounting personnel, leading to ineffective disclosure controls as of September 30, 2025[193]. - There were no additional changes in internal control over financial reporting during the quarter ended September 30, 2025, that materially affected the company's controls[196]. - The company performed additional analyses to ensure that consolidated financial statements fairly present its financial condition despite control deficiencies[194].

Financial Performance - Fourth quarter net income increased 8.2% year-over-year to $27.7 million, with a net income margin expansion of 40 basis points[5]. - Fourth quarter Adjusted EBITDA reached a record $113.5 million, up 7.9% year-over-year, with an Adjusted EBITDA margin expansion of 170 basis points to 16.1%[5]. - Total revenue for the fourth quarter decreased 3.6% year-over-year to $702.8 million, driven by a 1.3% decrease in Maintenance Services and an 8.2% decrease in Development Services[5][7]. - For the fiscal year ended September 30, 2025, gross profit was $621.7 million, down from $645.6 million in 2024, reflecting a decrease of 3.7%[40]. - Net income for the fiscal year ended September 30, 2025, was $56.0 million, a decrease of 15.5% from $66.4 million in 2024[49]. - Adjusted EBITDA increased to $352.3 million for the fiscal year 2025, up 8.5% from $324.7 million in 2024[49]. - Adjusted Free Cash Flow decreased to $65.2 million in 2025 from $145.3 million in 2024, representing a decline of 55.2%[49]. - Basic earnings per share for the fiscal year ended September 30, 2025, was $0.13, compared to $0.21 in 2024, representing a decline of 38.1%[40]. - Adjusted Earnings per Share for the fiscal year 2025 was $0.76, consistent with $0.76 in 2024[49]. Revenue and Services - Maintenance Services revenue for the fiscal year decreased by 3.7% to $1.891 billion, primarily due to strategic reductions in non-core businesses[12]. - Development Services revenue for the fiscal year decreased by 2.4% to $789.1 million, impacted by the timing of development projects[17]. - Net service revenues for the three months ended September 30, 2025, were $702.8 million, a decrease of 3.9% from $728.7 million in the same period of 2024[40]. Cash Flow and Debt - Full year net cash provided by operating activities increased 41.9% year-over-year to $291.8 million[19]. - As of September 30, 2025, the Company's Total Net Financial Debt was $802.9 million, an increase of $66.0 million from $736.9 million in 2024[23]. - Total Financial Debt as of September 30, 2025, was $877.4 million, slightly up from $877.3 million in 2024[23]. - Total Cash & Equivalents decreased to $74.5 million in 2025 from $140.4 million in 2024[23]. - The Total Net Financial Debt to Adjusted EBITDA ratio was 2.3x for both 2025 and 2024, down from 2.9x in 2023[23]. Capital Expenditures - For the fiscal year ended September 30, 2025, capital expenditures were $254.2 million, a significant increase from $78.4 million in 2024[22]. - Capital expenditures rose significantly to $254.2 million in 2025, compared to $78.4 million in 2024[57]. - Net capital expenditures represented 8.5% of revenue in 2025, compared to 2.2% in 2024[22]. Strategic Initiatives - The company increased its share repurchase authorization to $150 million as part of its capital allocation strategy[2]. - The Company emphasizes sustainable solutions and best practices in its operations, aiming to engage clients and inspire communities[25]. - Business transformation and integration costs amounted to $26.1 million in 2025, down from $44.1 million in 2024[53]. Future Projections - For fiscal year 2026, the company projects total revenue between $2.670 billion and $2.730 billion, representing a growth of approximately 0% to 2%[4]. - Adjusted EBITDA for fiscal year 2026 is projected to be between $363 million and $377 million, with a margin expansion of 40 to 60 basis points[4]. - The Company is scheduled to discuss the fourth quarter and full year fiscal 2025 financial results on November 20, 2025[24].

Financial Performance - Revenue for the three months ended September 30, 2025, was $388,209, a decrease of 40% compared to $647,867 for the same period in 2024[14]. - The net loss for the three months ended September 30, 2025, was $86.04 million, compared to a net loss of $1.01 million for the same period in 2024, highlighting a significant deterioration in financial performance[14]. - The company reported a loss per common stock of $0.42 for the three months ended September 30, 2025, compared to a loss of $0.17 for the same period in 2024[14]. - For the nine months ended September 30, 2025, the company reported a net loss of $89,487,606 compared to a net loss of $2,616,126 for the same period in 2024, indicating a significant increase in losses[20]. - The company reported a substantial net loss of $(86,035,808) for the quarter ending September 30, 2025, indicating a critical financial situation[17]. Assets and Liabilities - As of September 30, 2025, total assets increased to $692.42 million from $3.68 million as of December 31, 2024, reflecting significant growth in digital assets and investments[12]. - Total current liabilities rose to $214.46 million as of September 30, 2025, compared to $606,050 as of December 31, 2024, reflecting increased financial obligations[12]. - Cash and cash equivalents increased to $24.19 million as of September 30, 2025, compared to $2.27 million as of December 31, 2024, indicating improved liquidity[12]. - The total stockholders' equity as of September 30, 2025, was $477,562,085, compared to $2,568,310 as of December 31, 2024[12]. Operating Expenses - Operating expenses for the nine months ended September 30, 2025, totaled $15.22 million, up from $4.44 million in the same period of 2024, indicating a substantial increase in operational costs[14]. - Total operating expenses for the three months ended September 30, 2025, amounted to $10,793,731, a significant increase from $1,697,685 in the same period of 2024[115]. - The company recorded a loss from operations of $10,405,522 for the three months ended September 30, 2025, compared to a loss of $1,049,818 for the same period in 2024[14]. Digital Assets - The company recorded a realized loss on digital assets of $1.41 million for the three months ended September 30, 2025[14]. - The company reported unrealized losses from digital assets amounting to $22,105,029 for the nine months ended September 30, 2025[20]. - As of September 30, 2025, the Company held 5,398 Bitcoin, with a cost basis of approximately $681 million and a fair value of $615,798,837[69]. - The Company experienced an unrealized loss from remeasurement of digital assets of $22,066,010 for the three months ended September 30, 2025[71]. Stock and Financing Activities - The company issued 1,240,910 shares of common stock in connection with a public offering, raising approximately $5,860,650[16]. - The issuance of common stock in connection with PIPE financings totaled 346,192,232 shares, raising approximately $521,384,953[17]. - The company raised $518,080,468 through the issuance of common stock related to PIPE financings during the nine months ended September 30, 2025[20]. - The Company completed a private placement raising approximately $512 million at a purchase price of $1.12 per share in connection with the merger[52]. Strategic Initiatives - The company has initiated a Bitcoin treasury and investment strategy, focusing on acquiring Bitcoin and investing in Bitcoin-focused companies globally[24]. - The Company entered into a merger agreement with Nakamoto Holdings, acquiring all issued and outstanding securities of Nakamoto, a privately held Bitcoin treasury company[50]. - The company operates under a single reportable segment focusing on holistic pain management while deploying corporate treasury assets for Bitcoin acquisition[42]. Accounting and Compliance - The Company is currently evaluating the impact of recently issued accounting standards on its financial statements, including ASU 2023-09 and ASU 2024-03[45][47].

Financial Performance - BrightView generated net service revenues of $2,672.8 million for the year ended September 30, 2025, with a net income of $56.0 million and an Adjusted EBITDA of $352.3 million, resulting in a net income margin of 2.1% and an Adjusted EBITDA margin of 13.2%[27]. - BrightView's Maintenance Services segment generated net service revenues of $1,891.3 million, including $210.8 million from snow removal services, with a Segment Adjusted EBITDA of $245.5 million and a Segment Adjusted EBITDA Margin of 13.0% for the year ended September 30, 2025[38]. - In the Development Services segment, BrightView achieved net service revenues of $789.1 million and a Segment Adjusted EBITDA of $106.8 million, with a Segment Adjusted EBITDA Margin of 13.5% for the same fiscal year[43]. - As of September 30, 2025, the net carrying value of goodwill and other intangible assets was $2,082.2 million, representing 61% of total assets[124]. - The fair value of the Maintenance reporting unit exceeded the carrying value by 15.4%, indicating potential risk for future impairment[124]. - For the year ended September 30, 2025, the company's interest expense was $53.7 million, compared to $62.4 million for the year ended September 30, 2024[149]. - As of September 30, 2025, the company had total indebtedness of $790.2 million, with availability under the Revolving Credit Facility and the Receivables Financing Agreement of $300.0 million and $143.8 million, respectively[146]. Market Position and Opportunities - The company operates in a $124 billion commercial landscape maintenance and snow removal market, with a projected growth rate of 2.9% CAGR from 2021 through 2028[26][48]. - BrightView holds only a 1.5% market share in the combined landscape maintenance and snow removal market, indicating significant opportunities for future consolidation[52]. - The company serves approximately 7,400 office parks and corporate campuses, 6,100 residential communities, and 500 educational institutions, with its top ten customers accounting for about 17% of fiscal 2025 revenues[26]. Operational Efficiency and Workforce - BrightView's business model is characterized by stable, recurring revenues and low working capital requirements, generating significant Adjusted Free Cash Flow[27]. - The company has a fleet of approximately 15,000 trucks and trailers, believed to be the largest in the commercial landscape maintenance industry[85]. - The company employed approximately 1,500 seasonal workers through the H-2B visa program in 2025, compared to 2,000 in 2024[60]. - The landscape services industry is labor-intensive, and the company experiences high turnover rates, which could impact service delivery and operational efficiency[116]. - The company launched a program in fiscal 2025 providing paid time off for all frontline workers[63]. Strategic Initiatives - The company launched the One BrightView initiative in November 2023 to enhance customer-centric operations and streamline its organizational structure for sustained profitable growth[46]. - The company has invested in technology to enhance operational efficiencies, including a proprietary application for service requests and a mobile quality site assessment application[77][80]. - The company has a decentralized sales approach with over 275 business developers focused on local customer acquisition[83]. Regulatory and Compliance Risks - The company is subject to various federal, state, and local regulations, which can increase operating costs and impact service delivery[72][73]. - The company is subject to audits by U.S. Immigration and Customs Enforcement (ICE) for compliance with work authentication requirements, which could result in fines or penalties if non-compliance is found[120]. - The company may face significant compliance costs and potential fines due to new and emerging data privacy laws[143]. - The company faces potential liabilities and costs related to environmental, health, and safety regulations, which could adversely impact its financial position and reputation[127]. Financial Risks and Challenges - The company’s financial performance may be adversely affected by increased labor costs due to competition for talent and regulatory changes[117]. - The company may incur significant additional indebtedness in the future, which could exacerbate existing financial risks[159]. - The company's ability to generate sufficient cash flow to satisfy debt service obligations is critical, and failure to do so could adversely affect its financial condition[155]. - The company may need to refinance its indebtedness on less favorable terms if it cannot generate sufficient cash flow, which could further restrict its operations[158]. Customer and Market Dynamics - The company competes primarily on high service levels and strong customer relationships, rather than price, which may lead to customer attrition if competitors offer lower-cost services[93]. - A significant portion of the company's contracts are subject to competitive bidding, and inaccurate cost estimates may lead to lower profits or contract losses[110]. - The company’s revenues from snow removal services are highly dependent on snowfall levels, with regions serviced averaging 1,866 inches of snowfall in 2024, down from 1,968 inches in 2022[113]. - Seasonal demand fluctuations significantly impact the company’s revenues, with higher activity levels typically in spring and summer[104]. Corporate Governance and Shareholder Matters - As of September 30, 2025, Affiliated Investors hold approximately 21,533,123 shares of common stock and 500,000 shares of Series A Preferred Stock, representing about 50.8% of the outstanding shares[161]. - The Series A Preferred Stock has a dividend rate of 7.0% per annum, compounding quarterly, which may adversely affect the financial position of the company[172]. - The company did not declare or pay dividends to common stockholders in the fiscal year ended September 30, 2025[215]. - The stock price has been subject to volatility, influenced by market conditions and analysts' expectations[186]. Cybersecurity and Risk Management - The company has established a cyber crisis and data breach response plan to manage cybersecurity risks, including audits and threat assessments[198]. - The Audit Committee oversees cybersecurity risk management and receives updates from the cyber risk management team[202]. - The company has implemented a cybersecurity training program for all employees with access to its networks[205].

Financial Position - As of September 30, 2025, the company reported approximately $1.9 million in cash and cash equivalents, with an accumulated deficit of approximately $86.3 million[283]. - The company has not recognized any revenue from product sales and does not expect to generate revenue in the foreseeable future[301]. - As of September 30, 2025, the company had approximately $1.9 million in cash and cash equivalents, which is insufficient to fund operations for the next 12 months[324]. - The company does not expect to generate revenue for at least the next few years, relying on additional financing to achieve its business objectives[322]. Capital Raising Activities - The company raised approximately $4.4 million in net proceeds from its equity line of credit and an additional $4.2 million from a public offering that closed on February 7, 2025[296]. - The company entered into a Fourth Securities Purchase Agreement to issue and sell up to 10,000 shares of Series D Preferred Stock for an aggregate purchase price of up to $8 million[285]. - The company sold an additional 938 shares of Series D Preferred Stock for gross cash proceeds of $750,400 in June 2025[287]. - The company has raised approximately $4.2 million from the exercise of Series A Preferred Warrants and other funding sources during the nine months ended September 30, 2025[284]. - The company has arranged two equity lines of credit, one for the sale of up to 25,000,000 shares of common stock and another for the purchase of up to $17.5 million of common stock[324]. - The company entered into a Fifth Securities Purchase Agreement to issue and sell up to 9,750 shares of Series E Preferred Stock for an aggregate purchase price of up to $7 million[325]. Operating Expenses - Research and development (R&D) expenses for Q3 2025 were $2,386,244, an increase of 34.5% from $1,774,210 in Q3 2024[309]. - General and administrative expenses decreased by 24.8% to $1,976,335 in Q3 2025 from $2,628,028 in Q3 2024[309]. - The total operating expenses for Q3 2025 were $4,362,579, a slight decrease of 0.9% compared to $4,402,238 in Q3 2024[309]. - Research and development expenses increased to $8,048,000 for the nine months ended September 30, 2025, up from $6,157,000 in the same period of 2024, reflecting a 30.7% increase[316]. - General and administrative expenses decreased to $5,989,000 for the nine months ended September 30, 2025, down from $7,946,000 in the same period of 2024, representing a 24.6% decrease[319]. Net Loss - The net loss for Q3 2025 was $4,856,395, representing a 14.9% increase from a net loss of $4,227,967 in Q3 2024[314]. - Net loss attributable to common stockholders for Q3 2025 was $11,506,223, a significant increase of 172.1% from $4,227,967 in Q3 2024[309]. - Net loss for the nine months ended September 30, 2025, was $15,380,000, compared to a net loss of $8,976,000 for the same period in 2024, indicating a 71.3% increase in net loss[321]. - Net loss attributable to common stockholders amounted to $47,078,000 for the nine months ended September 30, 2025, compared to $8,976,000 in the same period of 2024, a significant increase of 424.5%[321]. Cash Flow - Net cash used in operating activities for the nine months ended September 30, 2025 was $(12,273,817), compared to $(11,375,873) for the same period in 2024, reflecting a difference of $(897,944)[329]. - Net cash provided by investing activities for the nine months ended September 30, 2025 amounted to $500,000, compared to $0 for the same period in 2024, due to the sale of equity securities[332]. - Net cash provided by financing activities for the nine months ended September 30, 2025 was $10,468,829, a decrease from $12,240,682 in 2024[333]. - The financing activities in 2025 included net proceeds of $3,704,000 from the sale of common stock under the ELOC and $2,561,000 from the sale of Series D Preferred Stock[334]. - The company reported a net decrease in cash, restricted cash, and cash equivalents of $(1,304,988) for the nine months ended September 30, 2025[329]. Research and Development Outlook - The company anticipates a significant increase in R&D expenses in the future due to expanded clinical development efforts[311]. - The company anticipates significant increases in R&D expenses in the future due to increased headcount, compensation, and contracted services for clinical development[318]. Compliance and Notifications - The company received a notification letter from Nasdaq stating it had regained compliance with the continued listing standard under Nasdaq Listing Rule 5550(b)(1)[296]. Other Financial Metrics - Other expenses for Q3 2025 were $(494,000), a negative change of $668,000 compared to other income of $174,000 in Q3 2024[313]. - The company recorded deemed dividends of $6,649,828 related to Series D Preferred Stock during Q3 2025[314]. - Other expenses, net, were $(1,343,000) for the nine months ended September 30, 2025, compared to other income of $5,126,000 in the same period of 2024, reflecting a negative change of $6,469,000[320]. - The company recognized an earnout liability of $4.9 million as a result of the merger in February 2024, which is remeasured at each reporting period[337]. - Stock-based compensation for the nine months ended September 30, 2025 included expenses of $1,904,000, reflecting the cost of share-based payments to employees and consultants[338]. - The company recorded a gain from the change in fair value of the earnout liability of $4,870,000 for the nine months ended September 30, 2024, included in other income[337].