Financial Performance - The company generated total revenue of nil for the three months ended September 30, 2025, and had net losses of $22,421,596, compared to net losses of $4,345,724 for the same period in 2024[330]. - For the nine months ended September 30, 2025, the company reported total revenue of nil and net losses of $51,257,996, compared to net losses of $22,689,705 in 2024[330]. - A loss of $22,421,596 was reported for the three months ended September 30, 2025, compared to a loss of $4,345,724 in the same period in 2024[401]. - Revenue decreased by $142,827 during the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to cost reduction measures including employee furloughs[414]. - For the nine months ended September 30, 2025, the company incurred a net loss of $51,257,996, compared to a net loss of $22,689,705 for the same period in 2024, resulting in an accumulated deficit of $172,666,551[441]. Expenses and Cost Management - The operating loss for the nine months ended September 30, 2025, included $10,398,050 of non-cash interest expense recognized on remeasurement of the preferred stock liability[331]. - The company has initiated cost-reduction measures, including employee furloughs, due to funding challenges[329]. - Research and development expenses decreased by $206,474 to $0, primarily due to a reduction in stock-based compensation and personnel costs related to employee furloughs[402]. - Selling and marketing expenses increased by $677,334 to $790,779, driven by higher professional and consulting expenses as part of the Transformation Plan[403]. - General and administrative expenses rose by $86,723 to $1,883,497, influenced by increased professional services and decreased rent expenses[404]. - Interest expense decreased by $1,041,202 to $35,405, mainly due to lower interest-bearing debt balances[405]. - A loss of $1,282,284 was recorded in the change in fair value of warrant liabilities during the nine months ended September 30, 2025, compared to a gain of $2,156,186 in the same period in 2024[422]. - A loss of $1,211,173 was recorded in the change in fair value of notes payable during the nine months ended September 30, 2025, primarily due to an increase in fair value upon conversion of certain notes[424]. - A loss of $2,584,724 was recorded related to the change in fair value of claims settlement liability during the nine months ended September 30, 2025, driven by a reduction in the probability of payment[426]. - A loss of $8,756,303 was recorded on the issuance of warrants during the nine months ended September 30, 2025, related to the excess initial fair value over net proceeds received[427]. Financing and Capital Structure - The company completed a public offering on September 16, 2025, raising gross proceeds of $11,994,884 from 32,373,536 shares of Common Stock and associated warrants[354]. - Net cash proceeds from the Offering amounted to $10,744,346, intended for phased acquisitions and working capital[356]. - The Standby Equity Purchase Agreement allows the company to sell up to $100 million of Common Stock over 36 months[360]. - The company fully extinguished Junior Notes and Senior Notes during the first quarter of 2025 as part of a foreclosure process[363]. - The company plans to finance its operations through the issuance and sale of debt or equity securities, as cash flows from operations are insufficient to fund current operating models and expansion plans[443]. Strategic Acquisitions and Investments - The company entered into a commitment letter to acquire a controlling interest in Tekne and Orbit, with an expected enterprise value of Tekne at $60 million[339]. - The company planned to provide EUR 40 million in financing for Tekne's working capital needs over the next 12 months, including EUR 10.5 million in cash financing and EUR 30 million in inventory monetization[340]. - The company is making up to a $5.0 million equity investment in Orbit as part of the Orbit Acquisition, which includes an aggregate purchase price of $12.5 million[348]. - The company has agreed to consummate the Equity Infusion in tranches, with the first tranche of $1.5 million paid, resulting in a 10.7% ownership interest in Orbit[349]. - The company will acquire full ownership of Orbit from Vanguard in tranches, with an Advance Payment of $3.75 million, including $1.35 million offset and $2.4 million in cash[350]. - The Maddox Joint Venture aims to develop military drones for NATO and commercial applications, with NUBURU Defense contributing up to $10 million[352]. Compliance and Regulatory Issues - The company received a Notice of Noncompliance from NYSE Regulation for not maintaining stockholders' equity of $2.0 million or more[369]. - A reverse stock split of 1-for-40 was executed on July 23, 2024, following stockholder approval[375]. Cash Flow and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $5,941,542, a significant increase from $209,337 as of December 31, 2024[440]. - Net cash used in operating activities was $7,084,481 for the nine months ended September 30, 2025, compared to $5,499,839 for the same period in 2024[451]. - The company reported net cash provided by financing activities of $17,649,221 for the nine months ended September 30, 2025, compared to $3,583,214 for the same period in 2024[454]. - The company incurred a loss on debt extinguishment of $11,597,803 for the nine months ended September 30, 2024, due to the reacquisition value of the debt being higher than the carrying value[434]. - The company recorded a loss on impairment of inventories, property and equipment, and operating lease right-of-use asset of $6,064,823 related to write-downs and impairments[437]. Future Outlook - The company expects to incur significant expenses and operating losses for the foreseeable future as it implements its Transformation Plan and related acquisitions[332]. - The company expects to incur net losses for the foreseeable future and raises substantial doubt about its ability to continue as a going concern unless it implements its Transformation Plan[442].

Table of Contents 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 (Name of registrant as specified in its charter) (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer identification No.) 2100 West Loop South, Suite 900 Houston, Texas 77027 (Address of principal executive offices (Zip Code) Nevada 82-2318545 OR ☐ TRANSITION R ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 OMNIQ CORP. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation) Delaware 001-40768 20-3454263 (Commission File Number) (I.R.S. Employer Identification No.) 696 West Confluence Ave. Murray, UT 84123 (Address of Principal Executi ...

Financial Performance - Atmos Energy recorded a net income of $1,198.8 million for fiscal 2025, an increase of $155.9 million from $1,042.9 million in fiscal 2024, reflecting positive rate outcomes driven by safety and reliability spending [138]. - Operating revenues for the fiscal year ended September 30, 2025, increased to $4,425,397, a rise of 13.0% compared to $3,915,141 in 2024 [149]. - Net income for the fiscal year ended September 30, 2025, was $746,781, reflecting a 11.2% increase from $671,413 in 2024 [149]. - Operating income for the distribution segment rose by 12.8% to $963,390 in 2025, driven by a $184.1 million increase in rate adjustments and $26.7 million from residential customer growth [150][153]. - The pipeline and storage segment's operating income increased by 19.1% to $596,581 in 2025, supported by a $100.5 million rise in Mid-Tex/Affiliate transportation revenue [163]. - Total operating revenues for the pipeline and storage segment reached $1,065,300 in 2025, up from $938,029 in 2024, marking a 13.6% increase [162]. Capital Expenditures - The company anticipates capital expenditures of approximately $26 billion between fiscal years 2026 and 2030, with over 80% dedicated to safety and reliability [133]. - Capital expenditures for fiscal 2025 were $3.6 billion, with approximately 87% invested to improve safety and reliability of distribution and transportation systems [142]. - Capital expenditures for the fiscal year ended September 30, 2025, totaled $3.6 billion, up from $2.9 billion in 2024, with a significant increase in distribution segment spending of $413.4 million [175]. Debt and Financing - The company completed approximately $1.8 billion of long-term debt and equity financing during fiscal 2025, maintaining an equity capitalization of 60.3% [143]. - As of September 30, 2025, long-term debt was $8,918.9 million, representing 39.7% of total capitalization, while shareholders' equity was $13,558.9 million, accounting for 60.3% [169]. - The company issued approximately $1.8 billion in net proceeds from long-term debt and equity during the fiscal year ended September 30, 2025 [177]. - Financing activities provided $1,406.8 million in cash for fiscal year 2025, a decrease from $1,478.6 million in 2024 [176]. Liquidity and Cash Flow - As of September 30, 2025, Atmos Energy had approximately $4.9 billion in total liquidity, including $202.7 million in cash and cash equivalents [143]. - For the fiscal year ended September 30, 2025, cash flow from operating activities was $2,049.5 million, an increase of 18.2% compared to $1,733.7 million in 2024 [173]. - The company has a $1.5 billion commercial paper program and $3.1 billion in total availability from revolving credit facilities to support liquidity [166]. Regulatory and Legislative Impact - Texas legislation effective in Q3 of fiscal 2025 positively impacted results by $26.2 million, contributing to the overall net income increase [139]. - Ratemaking regulatory actions implemented during fiscal 2025 resulted in an increase in annual operating income of $333.6 million, excluding the impact of tax refunds [140]. - The distribution segment achieved a $256.4 million increase in annual operating income due to completed regulatory proceedings, with total fiscal 2025 annualized rate outcomes of $245.6 million [145]. Market and Operational Factors - The distribution segment's performance is influenced by the ability to earn authorized rates of return and competitive factors in the energy industry [144]. - Consolidated distribution sales volumes were 289,065 MMcf in 2025, a slight increase from 283,977 MMcf in 2024 [149]. - The average cost of gas sold per Mcf increased to $6.41 in 2025, up from $5.71 in 2024, representing a 12.3% rise [149]. Risk Management - The company is exposed to commodity price risk, but distribution operations have limited exposure due to cost recovery mechanisms [194]. - Short-term interest rate risk is managed through a sensitivity analysis, indicating that a hypothetical 1% increase in interest rates would not materially increase interest expenses in 2025 [195]. - The company employs risk management strategies in its distribution segment to mitigate natural gas price volatility during the winter heating season [193]. Financial Instruments and Fair Value - The fair value of financial instruments decreased from $88,651,000 at September 30, 2024, to $3,412,000 at September 30, 2025, reflecting a significant decline [188]. - Contracts realized/settled amounted to $(130,755,000), while new contracts contributed $5,181,000 to the fair value [188]. - The total fair value of contracts at September 30, 2025, included $(1,036,000) for contracts maturing in less than 1 year and $4,448,000 for contracts maturing in 1-3 years [188]. - The fair value of contracts at September 30, 2025, was primarily based on actively quoted prices, with no contributions from models or other valuation methods [188]. Compliance and Ratings - The company's credit ratings are A- from S&P and A2 from Moody's, with a stable outlook from both agencies [181]. - The company maintained compliance with all debt covenants as of September 30, 2025 [183]. Other Financial Obligations - Total contractual obligations as of September 30, 2025, amounted to $17,689.3 million, with $537.4 million due within one year [185]. - The company was committed to purchase 73.4 Bcf of gas within one year and 114.9 Bcf within two to three years under indexed contracts as of September 30, 2025 [186]. - Cash dividends increased due to an 8.1% rise in the dividend rate and an increase in shares outstanding during fiscal year 2025 [177]. Accounting Developments - Recent accounting developments have been documented in Note 2 of the consolidated financial statements, impacting financial position and cash flows [189]. - The company has liabilities associated with uncertain tax positions, which do not include potential interest and penalties [191]. - Interest charges related to finance lease payments totaled $15.8 million, while operating lease payments included interest of $68.2 million [191].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36620 ELEDON PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-1000967 (State or other ...

Product Development - Benitec Biopharma is developing BB-301, a first-in-class genetic medicine for Oculopharyngeal Muscular Dystrophy (OPMD), utilizing a "silence and replace" approach[150]. - The Investigational New Drug (IND) application for BB-301 was approved by the U.S. FDA in June 2023, with the first subject treated in November 2023[152]. - BB-301 has been granted Orphan Drug Designation in both the United States and the European Union[150]. - The company aims to leverage its proprietary ddRNAi technology to achieve permanent silencing of disease-causing genes and restoration of normal gene function[140]. - The silence and replace approach allows for the simultaneous silencing of disease-causing genes and replacement with wild type genes, potentially improving treatment outcomes[130]. - BB-301 is designed to permanently silence the expression of the disease-causing gene while replacing it with a wild type gene[129]. - The BB-301 clinical development program includes a 76-week follow-up, with a 6-month pre-treatment observation period for OPMD patients[167]. - All six subjects in the BB-301 trial have been safely treated, with no treatment-related severe adverse events reported[169]. - Cohort 1 patients in the BB-301 trial achieved a 100% response rate, demonstrating significant improvements in dysphagia symptoms[170]. - Interim results showed a 40% decline in Total Pharyngeal Residue (TPR) and a 42% decline in Pharyngeal Area at Maximum Constriction (PhAMPC) post-treatment[175]. - The FDA granted Fast Track designation to BB-301 for the treatment of OPMD with dysphagia following positive interim clinical results[170]. Financial Performance - The company has not generated any revenues from product sales, with no revenue recognized during the three months ended September 30, 2025, and September 30, 2024[192]. - Total operating expenses for the three months ended September 30, 2025, were $9.8 million, a 69.5% increase from $5.8 million in the same period of 2024[196]. - Research and development expenses decreased to $3.4 million for the three months ended September 30, 2025, down from $3.6 million in the comparable period, primarily due to timing of contract manufacturing activities[196]. - General and administrative expenses rose significantly to $6.4 million in Q3 2025, compared to $2.2 million in Q3 2024, driven by a $4.0 million increase in share-based compensation[197]. - Other income (loss), net for the three months ended September 30, 2025, was $838 thousand, compared to $732 thousand in the same period of 2024, reflecting an increase in interest income[198]. - The company reported accumulated losses of $237 million as of September 30, 2025, with expectations of increased research and development expenses[200]. - Cash and cash equivalents stood at approximately $94.5 million as of September 30, 2025, with no borrowings or credit facilities in place[201]. - Net cash used in operating activities was $3.4 million for the three months ended September 30, 2025, an improvement from $4.6 million in the same period of 2024[203]. - The company has no products approved for sale and does not expect to generate significant revenue until regulatory approval is obtained[207]. - Future funding requirements will depend on various factors, including the timing and costs of clinical trials and regulatory approvals[209]. - The company anticipates continued losses for the foreseeable future as it develops product candidates and prepares for commercialization[208]. Strategic Collaborations and Financing - The company plans to collaborate with large biopharmaceutical companies for co-development and commercialization of its products[147]. - The company will require additional financing to progress its product candidates through key inflection points[131]. - The company is exploring long-term manufacturing alliances to support future commercialization efforts, as it does not currently own manufacturing facilities[177]. - The company entered into a Sales Agreement allowing for the sale of up to $75 million in common stock, with a 3.0% commission to the agent[190]. Market and Disease Context - OPMD is characterized by progressive swallowing difficulties and eyelid drooping, typically presenting in patients aged 40 to 50[149]. - Significant geographical clustering of OPMD patients has been noted, which could facilitate clinical development and commercialization efforts[158]. - BB-301 has received Orphan Drug Designation in the U.S. and EU, with a projected commercial opportunity exceeding $1 billion over its product life[160].

Financial Performance - The net loss from continuing operations for the three months ended September 30, 2025, was $16,305,228, compared to a loss of $1,216,986 for the same period in 2024[22]. - Total revenues for the nine months ended September 30, 2025, were $0, consistent with the same period in 2024[22]. - The company reported a comprehensive loss of $16,151,343 for the three months ended September 30, 2025, compared to a comprehensive income of $4,320,730 for the same period in 2024[24]. - The basic net loss per common share for the three months ended September 30, 2025, was $(2.02), compared to earnings of $2.18 for the same period in 2024[24]. - The company reported a net loss of $16,365,492 for the three months ending September 30, 2025[26]. - The net income from continuing operations for the nine months ended September 30, 2025, was $90,072,207, contrasting with a net loss of $4,570,383 for the same period in 2024[30]. - The company experienced a net cash used in operating activities of $5,199,446 for the nine months ended September 30, 2025, compared to $3,212,291 for the same period in 2024[30]. - Total other (expense) income, net for the three months ending September 30, 2025, was $(11,533,653), a significant increase in losses compared to $(28,300) in 2024[213]. Assets and Liabilities - Total assets increased to $13,287,908 as of September 30, 2025, compared to $9,109,284 as of December 31, 2024, representing a growth of approximately 46.5%[19]. - Current liabilities decreased significantly from $171,450,366 in December 31, 2024, to $43,630,885 as of September 30, 2025, a reduction of about 74.6%[19]. - The accumulated deficit increased to $(111,464,507) as of September 30, 2025, from $(201,075,743) as of December 31, 2024[20]. - The total stockholders' deficit improved to $(30,417,971) as of September 30, 2025, from $(163,350,109) as of December 31, 2024, indicating a positive change in financial position[20]. - The total stockholders' deficit as of September 30, 2025, was $30,417,971, reflecting a decrease from the previous period[26]. - The company had cash and cash equivalents of $7,611,465 as of September 30, 2025, compared to $6,897,697 as of December 31, 2024, reflecting an increase of approximately 10.4%[19]. - As of September 30, 2025, the company had cash of approximately $7,611,000 and a working capital deficit of approximately $30,512,000, indicating substantial doubt about its ability to continue as a going concern[47]. - The company incurred cash flow used in operating activities from continuing operations of approximately $4,944,000 for the nine months ended September 30, 2025[47]. Stock and Equity - The balance of common stock increased to 11,096,264 shares as of September 30, 2025, from 2,098,999 shares as of September 30, 2024[28]. - The Company issued common stock for services performed amounting to $750,000 during the nine months ended September 30, 2024[28]. - The Company issued 4,770,340 shares of common stock to Star Equity Holders and 12,017,648 stock purchase warrants with a five-year term at an exercise price of $1.50 per share[180]. - The Company established the 2025 Equity Incentive Plan, reserving 3,950,000 shares of common stock for issuance, subject to shareholder approval[157]. - The Company issued 310,000 shares of common stock in connection with a new joint venture agreement in September 2025[146]. - The Company issued 84,276 shares of common stock in May 2025 in connection with a cashless exercise of stock options[156]. - The Company had 6,497,072 warrants outstanding as of September 30, 2025, with a weighted average exercise price of $14.88[152]. - The Company had 837,625 public and private warrants outstanding as of September 30, 2025, with an average remaining contractual life of 0.42 years[152]. Acquisitions and Investments - In December 2024, the company entered into a Securities Purchase Agreement to acquire a controlling 51% interest in Star, an Israeli corporation, with plans to increase this to 100%[36]. - The Company acquired a controlling 100% interest in Star for $21,000,000, including a $16,000,000 promissory note and $5,000,000 in cash, along with shares and warrants[196]. - The Company plans to focus its business on the defense sector following the acquisition of Star, which will provide a controlling interest in a supplier of defense products[176]. - The Company will acquire 100% of Tiltan Software Engineering Ltd. for a total purchase price of NIS 47,600,000 (approximately $14 million) with 75% paid in cash and 25% in equity[202][203]. - The Company advanced a total of $4,500,000 to Star as of September 30, 2025, including $1,000,000 in December 2024 and an additional $3,500,000 during the nine months ended September 30, 2025[166]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, totaled $4,771,575, up from $1,188,686 in the same period of 2024, marking an increase of approximately 301.5%[22]. - Professional fees surged by 688.6% to $4,359,640 for the three months ending September 30, 2025, primarily due to increased consulting fees[213][216]. - Compensation and related benefits rose by 333.1% to $230,988 for the three months ending September 30, 2025, reflecting anticipated increases due to pending acquisitions[213][217]. - Stock-based compensation for the nine months ended September 30, 2025, was $177,905, compared to $154,938 for the same period in 2024[30]. Legal and Regulatory Matters - The Company is subject to various legal proceedings and regulatory investigations, establishing accruals for potential losses when they become probable and can be reasonably estimated[170]. - The transaction is subject to regulatory approvals, including from the Israel Ministry of Defense, with hopes to close before the end of 2025[204]. Future Outlook - The Company expects to report revenue upon the closing of the Star and Tiltan acquisitions, anticipated by the end of Q4 2025[215]. - The Company plans to establish an employee retention and incentive program totaling NIS 2,500,000 for Tiltan employees[205].

Financial Performance - The net loss from continuing operations for the three months ended September 30, 2025, was $16,305,228, compared to a loss of $1,216,986 for the same period in 2024[22]. - Total revenues for the nine months ended September 30, 2025, were $0, consistent with the same period in 2024[22]. - The company reported a net income loss of $16,365,492 for the three months ended September 30, 2025, compared to a net income of $4,455,233 for the same period in 2024[22]. - For the nine months ended September 30, 2025, net income from continuing operations was $90,072,207, compared to a net loss of $4,570,383 for the same period in 2024[30]. - The company reported a net loss from discontinued operations of $60,264 for the three months ended September 30, 2025, compared to a net gain of $5,672,219 in the same period in 2024[110]. - Total other (expense) income, net for the three months ending September 30, 2025, was $(11,533,653), a significant increase in losses compared to $(28,300) in 2024[213]. Assets and Liabilities - Total assets increased to $13,287,908 as of September 30, 2025, compared to $9,109,284 as of December 31, 2024, representing a growth of approximately 46.5%[19]. - Current liabilities decreased significantly from $171,450,366 in December 31, 2024, to $43,630,885 as of September 30, 2025, a reduction of about 74.6%[19]. - The accumulated deficit increased to $(111,464,507) as of September 30, 2025, from $(201,075,743) as of December 31, 2024[20]. - As of September 30, 2025, total stockholders' equity was $(30,417,971), reflecting a significant increase in common stock to 11,096,264 shares[26]. - Total liabilities as of September 30, 2025, were $3,179,877, indicating a significant financial obligation[109]. Cash Flow and Financing - The company had cash and cash equivalents of $7,611,465 as of September 30, 2025, compared to $6,897,697 as of December 31, 2024, reflecting an increase of approximately 10.4%[19]. - Cash used in operating activities from continuing operations was $(4,943,890) for the nine months ended September 30, 2025, compared to $(1,636,275) for the same period in 2024[30]. - The company raised $9,225,000 from the issuance of private placement, net of issuance costs, during the nine months ended September 30, 2025[30]. - The Company issued promissory notes totaling $1,353,639 under the Shareholder 2024 Loans, with interest at 5.0% per annum, due in three years[115]. - The total loans payable to related parties as of September 30, 2025 amounted to $1,566,988, after accounting for repayments[117]. Stock and Equity - The weighted average common shares outstanding for the three months ended September 30, 2025, were 8,124,786, compared to 2,043,928 for the same period in 2024[24]. - The company underwent a reverse stock split of one-for-eight effective October 24, 2024, increasing the number of authorized shares from 40,000,000 to 150,000,000[42]. - The Company issued 4,770,340 shares of common stock to Star Equity Holders and 12,017,648 stock purchase warrants with a five-year term at an exercise price of $1.50 per share[180]. - The Company established the 2025 Equity Incentive Plan, reserving 3,950,000 shares of common stock for issuance, subject to shareholder approval[157]. - The Company issued 310,000 shares of common stock in September 2025 in connection with a new joint venture agreement[146]. Operational Changes and Future Plans - Nukkleus Inc. plans to focus its business on the defense sector following the acquisition of a controlling 100% interest in Star, an Israeli corporation engaged in defense products[36]. - The Company will acquire 100% of Tiltan Software Engineering Ltd. for a total purchase price of NIS 47,600,000 (approximately $14 million) with 75% paid in cash and 25% in equity[202][203]. - The Company expects to report revenue upon the closing of the Star and Tiltan acquisitions, anticipated by the end of Q4 2025[215]. - The Company has exclusive distribution rights for BladeRanger's drone payload systems in the U.S. defense market, with a minimum purchase commitment of 5 payloads in Year 1[200]. - A joint venture was established to create advanced manufacturing zones in the Baltics and Israel, with a committed credit line of up to $1.5 million from Mandragola[201]. Accounting and Compliance - The company is currently evaluating the impact of several recently issued accounting standards on its consolidated financial statements and disclosures[98][99][100][101][102][103]. - The Company has adopted ASU 2023-07 for the nine months ended September 30, 2025, with no material impact on the consolidated financial statements[96]. - The Company recognizes interest and penalties related to income tax matters in general and administrative expense[88]. - The Company accounts for stock-based compensation using the Black-Scholes option-pricing model, estimating fair value and expected volatility[85]. - The Company is classified as an emerging growth company under the JOBS Act, allowing it to delay adopting new accounting standards[50].

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ 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: 001-38105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ETHZilla Corporation (Exact name of registrant as specified in its charter) | Delaware | 90-1890354 | | --- | --- | | ( ...

Treasury Management and ETH Strategy - The company adopted an Ethereum-focused treasury management strategy in August 2025, aiming to acquire and grow its ETH position [279]. - The company aims to maximize ETH accumulation and value accretion while maintaining robust controls over its digital assets [280]. - The company's treasury strategy is designed to bring value to shareholders by deploying ETH across various DeFi activities [282]. - The company has not reduced its treasury or sold any of its ETH staking rewards to date [283]. - The company actively deploys ETH in the treasury across staking, lending, and advanced DeFi protocols to generate yields [284]. - The transition of Ethereum to a Proof-of-Stake consensus mechanism is expected to enhance ETH's value as a yield-bearing digital asset [281]. - The issuance rate of new ETH has dropped significantly since Ethereum switched from Proof-of-Work to Proof-of-Stake in September 2022 [295]. - The Ethereum network's transition to Proof-of-Stake is designed to dramatically reduce energy use while maintaining security and decentralization [299]. - The company implemented an Ethereum-focused treasury strategy in August 2025, aiming to acquire and grow its ETH position without a specific target for maximum holdings [430]. Financial Performance - Total revenue for the three months ended September 30, 2025, was $4,110,169, compared to $0 for the same period in 2024 [407]. - General and administrative expenses increased to $224,604,532 for the three months ended September 30, 2025, from $596,172 in 2024, representing an increase of $224,008,360 [409]. - The net loss from continuing operations for the three months ended September 30, 2025, was $208,670,965, compared to a net loss of $532,389 for the same period in 2024, an increase of $208,138,576 [411]. - Other income, net for the three months ended September 30, 2025, was $11,823,398, compared to $63,783 for the same period in 2024, an increase of $11,759,615 [410]. - For the nine months ended September 30, 2025, total revenue was $4,110,169, with general and administrative expenses rising to $227,954,479 from $3,471,965 in 2024 [413][414]. - The net loss for the nine months ended September 30, 2025, was $220,837,892, compared to a net loss of $1,894,683 for the same period in 2024, representing an increase of $218,943,209 [416]. - The net loss from continuing operations for the nine months ended September 30, 2025, was $212,008,038, significantly higher than the net loss of $1,658,746 for the same period in 2024 [421]. - Cash used in operating activities from continuing operations totaled $18,286,323 for the nine months ended September 30, 2025, compared to $531,565 for the same period in 2024 [425]. - Cash used in investing activities from continuing operations was $252,370,414 for the nine months ended September 30, 2025, compared to $0 for the same period in 2024 [426]. - Cash provided by financing activities from continuing operations totaled $825,274,591 for the nine months ended September 30, 2025, compared to cash used of $996,005 for the same period in 2024 [427]. Capital Raising and Stock Transactions - The company plans to raise capital through equity or equity-linked debt to increase its ETH holdings, benefiting shareholders [282]. - The company increased its authorized number of shares of common stock from 100 million to 1 billion on July 24, 2025 [324]. - Following a special meeting on October 7, 2025, the company further increased its authorized shares from 1 billion to 5 billion [327]. - On July 29, 2025, the company entered into a securities purchase agreement to sell 14,393,417 shares at an offering price of $26.50 per share [329]. - The company issued senior secured convertible notes totaling $156.25 million on August 8, 2025, at a cash exchange of 96% of the principal amount [335]. - The September 2025 Convertible Notes were sold for an aggregate principal amount of $360 million, with cash received equal to 97.25% of this amount [343]. - The company authorized a stock repurchase program for up to $250 million of its common stock, set to expire by June 30, 2026, or upon repurchase of the maximum amount [363]. - The company sold 739,050 shares under the Sales Agreement for gross proceeds of approximately $40,990,338 during the three months ended September 30, 2025 [373]. - Since September 30, 2025, the company sold 410,403 shares for net proceeds of approximately $6,861,299 after deducting commissions [374]. - The company entered into a Transaction Agreement to obtain up to $50.0 million with a forward rate of 9.90% per annum, collateralized by approximately $80.8 million of ETH [379]. Operational Changes and Strategic Initiatives - The company has alleviated substantial doubt about its ability to continue as a going concern due to significant fundraising events in the third quarter of 2025 [275]. - The company focuses on generating recurring revenues through various DeFi protocols that improve Ethereum network integrity and security [276]. - The company has two legacy biotechnology programs classified as discontinued operations, focusing on different diseases [278]. - The company made a strategic shift to discontinue its pharmaceutical research operations and Gaming Technology Platform, impacting financial reporting for the period [408]. - The company invested $15 million to acquire a 15% interest in Satschel, securing exclusive rights to list Ethereum L2 tokens on the platform [401]. - The company commenced native staking in August 2025 and liquid staking in September 2025, intending for staking to become a primary yield generation strategy within the current fiscal year [457]. Regulatory and Compliance Considerations - The regulatory landscape for digital assets is rapidly evolving, potentially impacting the company's operations and compliance obligations [323]. - The company utilizes third-party qualified custodians to hold its Ethereum, ensuring risk management and operational best practices [308]. - The company is in the process of onboarding a third qualified custodian as part of its risk management process [314].