1847 LLC(EFSH) - 2025 Q1 - Quarterly Report

Form 10-Q Filing Information This section details the Form 10-Q filing, registrant information, and NYSE American's delisting notification for common shares - Quarterly report for the period ended March 31, 2025[2] - Registrant: 1847 HOLDINGS LLC, Delaware, Commission File Number: 001-41368[2] - NYSE American notified the Company on April 3, 2025, of its determination to commence delisting proceedings for common shares (EFSH), with trading suspended; a review hearing is scheduled for June 5, 2025[3] Registrant Status | Status | Checkmark | | :--- | :--- | | Large accelerated filer | ☐ | | Accelerated filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☐ | - As of May 14, 2025, there were 32,303,735 common shares issued and outstanding[5] Table of Contents This section outlines the Form 10-Q structure, detailing items in Part I Financial Information and Part II Other Information - Report is structured into PART I FINANCIAL INFORMATION (Items 1-4) and PART II OTHER INFORMATION (Items 1-6)[7] PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, shareholders' deficit, cash flows, and notes - Includes unaudited condensed consolidated financial statements prepared in accordance with GAAP for interim financial information and Form 10-Q instructions[24] - December 31, 2024 balance sheet data derived from audited financial statements but without all GAAP disclosures[24] Condensed Consolidated Balance Sheets Total assets decreased from $33.65 million to $32.31 million, with liabilities decreasing and shareholders' deficit slightly improving Condensed Consolidated Balance Sheet Summary | Metric | March 31, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | $1,108,477 | $2,457,086 | | Total Current Assets | $11,736,683 | $12,630,493 | | Total Assets | $32,305,185 | $33,647,738 | | Total Current Liabilities | $122,761,892 | $124,558,252 | | Total Liabilities | $127,865,979 | $130,113,775 | | Total Shareholders' Deficit | $(95,560,794) | $(96,466,037) | Condensed Consolidated Statements of Operations Net loss significantly reduced to $(415,953) from $(10.36 million), driven by increased revenues and a gain on warrant liabilities Condensed Consolidated Statements of Operations (Three Months Ended March 31) | Metric | 2025 (Unaudited) ($) | 2024 (Unaudited) ($) | | :--- | :--- | :--- | | Revenues | $10,083,472 | $2,084,454 | | Total Operating Expenses | $10,182,094 | $5,252,487 | | Loss from Operations | $(98,622) | $(3,168,033) | | Total Other Income (Expense) | $(200,745) | $(7,527,076) | | Net Loss | $(415,953) | $(10,359,061) | | Net Loss Attributable to 1847 Holdings | $(403,101) | $(10,400,513) | | Loss Per Common Share (Basic and Diluted) | $(0.02) | $(70.17) | - Gain on change in fair value of warrant liabilities was $3,669,798 in Q1 2025, compared to a loss of $(1,902,200) in Q1 2024[14] - Loss on extinguishment of debt increased to $(2,301,198) in Q1 2025 from $(421,875) in Q1 2024[14] Condensed Consolidated Statements of Shareholders' Deficit Total shareholders' deficit decreased from $(96.47 million) to $(95.56 million), influenced by share issuances and net loss Changes in Shareholders' Deficit (Three Months Ended March 31, 2025) | Item | Amount ($) | | :--- | :--- | | Balance at December 31, 2024 | $(96,466,037) | | Issuance of common shares upon conversion of convertible notes payable | $256,590 | | Issuance of series F preferred shares upon settlement of series A warrants | $1,138,332 | | Dividends – series A convertible preferred shares | $(8,755) | | Dividends – series C convertible preferred shares | $(12,369) | | Dividends – series D convertible preferred shares | $(52,602) | | Net loss | $(415,953) | | Balance at March 31, 2025 | $(95,560,794) | - Common shares outstanding increased from 25,400,386 at December 31, 2024, to 26,539,774 at March 31, 2025[16] Condensed Consolidated Statements of Cash Flows Net cash from operating activities significantly improved to $755,750, while investing activities provided cash and financing activities used cash Condensed Consolidated Statements of Cash Flows (Three Months Ended March 31) | Cash Flow Activity | 2025 (Unaudited) ($) | 2024 (Unaudited) ($) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $755,750 | $(3,542,690) | | Net cash provided by investing activities | $43,760 | $0 | | Net cash provided by (used in) financing activities | $(2,157,968) | $3,370,056 | | Net change in cash and cash equivalents from continuing operations | $(1,348,609) | $(456,318) | | Cash and cash equivalents from continuing operations at end of period | $2,467,445 | $153,864 | - Cash paid for interest decreased significantly from $1,171,608 in Q1 2024 to $9,267 in Q1 2025[21] - Issuance of common shares upon conversion of convertible notes payable was $256,590 in Q1 2025, compared to $1,261,193 in Q1 2024[22] Notes to Condensed Consolidated Financial Statements Notes detail accounting policies, significant events, financial instruments, discontinued operations, going concern, revenue disaggregation, and asset/liability breakdowns NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION This note outlines GAAP-compliant financial statement preparation, classifies Wolo as discontinued operations, and discusses recent accounting pronouncements - Unaudited condensed consolidated financial statements prepared in accordance with GAAP for interim financial information and Form 10-Q instructions[24] - Company committed to a plan to sell Wolo Mfg. Corp. and Wolo Industrial Horn & Signal, Inc. (Automotive Supplies Segment) during Q1 2025, classifying them as assets held for sale and discontinued operations due to a strategic shift[25][27] - Adopted ASU 2023-05 (Business Combinations—Joint Venture Formations) with no material impact[29] - Evaluating ASU 2023-09 (Income Taxes) and ASU 2024-03 (Income Statement – Expense Disaggregation) for future impact[31][32] NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT Substantial doubt exists about the Company's going concern due to a $111.03 million working capital deficit and historical losses, despite management's financing plans Liquidity Position (March 31, 2025) | Metric | Amount ($) | | :--- | :--- | | Cash and cash equivalents | $1,108,477 | | Restricted cash | $1,358,968 | | Total working capital deficit | $(111,025,209) | | Operating loss (Q1 2025) | $(98,622) | | Cash flows provided by operating activities from continuing operations (Q1 2025) | $765,599 | - Company has generated operating losses since inception and relies on external financing; expects insufficient cash within 12 months without additional funding, raising substantial doubt about going concern[36] - Management plans to secure additional financing through debt and equity offerings, but success is not assured and is subject to market conditions and third-party reliance[40] NOTE 3—DISCONTINUED OPERATIONS This note details discontinued operations including the planned sale of Wolo, the assignment of Asien's Appliance, and the sales of ICU Eyewear and High Mountain assets - Wolo (Automotive Supplies Segment) classified as held for sale and discontinued operations, with a sale expected in 2025[42] Wolo Assets and Liabilities Held for Sale | Metric | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total assets held for sale | $1,263,806 | $1,132,626 | | Total liabilities held for sale | $386,297 | $361,368 | | Total net assets held for sale | $877,509 | $771,258 | Wolo Results of Discontinued Operations (Three Months Ended March 31) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Revenues | $908,439 | $1,778,361 | | Total Operating Expenses | $990,932 | $1,842,789 | | Net loss from discontinued operations | $(188,586) | $(107,640) | - Asien's Appliance, Inc. entered into a general assignment for the benefit of creditors on February 26, 2024, with results reported as discontinued operations for Q1 2024[47] - ICU Eyewear, Inc. assets were sold via foreclosure on August 5, 2024, due to loan default, with results reported as discontinued operations for Q1 2024[51] - High Mountain Door & Trim Inc. assets were sold on September 30, 2024, for $17,000,000 cash, with results reported as discontinued operations for Q1 2024[57] NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING The Company now operates one reportable segment, Construction, with Q1 2025 revenues significantly increasing to $10.08 million due to the CMD acquisition - Company operates one reportable segment: Construction, providing finish carpentry and related products/services[62] Revenues by Product/Service (Three Months Ended March 31) | Revenue Category | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Cabinetry and millwork | $4,102,598 | $2,084,454 | | Doors, frames, hardware, and trim | $5,776,838 | $0 | | Specialty construction accessories | $204,036 | $0 | | Total revenues | $10,083,472 | $2,084,454 | Segment Operating Results (Three Months Ended March 31, 2025) | Segment | Revenues ($) | Operating Expenses ($) | Income (Loss) from Operations ($) | | :--- | :--- | :--- | :--- | | Construction | $10,083,472 | $9,732,350 | $351,122 | | Corporate Services | $0 | $449,744 | $(449,744) | | Total | $10,083,472 | $10,182,094 | $(98,622) | NOTE 5—PROPERTY AND EQUIPMENT Net property and equipment decreased from $1.12 million to $1.02 million, with Q1 2025 depreciation expense at $109,607 Property and Equipment, Net | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total property and equipment, net | $1,015,395 | $1,115,208 | - Depreciation expense for Q1 2025 was $109,607, compared to $109,366 for Q1 2024[67] NOTE 6—INTANGIBLE ASSETS Net intangible assets decreased from $12.52 million to $12.28 million, with amortization expense significantly increasing to $241,783 Intangible Assets, Net | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total intangible assets, net | $12,282,563 | $12,524,346 | - Amortization expense for Q1 2025 was $241,783, a substantial increase from $62,744 in Q1 2024[70] Estimated Amortization Expense for Intangible Assets (as of March 31, 2025) | Year Ending December 31, | Amount ($) | | :--- | :--- | | 2025 (remaining) | $725,349 | | 2026 | $967,132 | | 2027 | $967,132 | | 2028 | $967,132 | | 2029 | $967,132 | | Thereafter | $7,688,686 | | Total estimated amortization expense | $12,282,563 | NOTE 7—ACCOUNTS PAYABLE AND ACCRUED EXPENSES Total accounts payable and accrued expenses increased by $2.68 million (45.8%) to $8.53 million, driven by trade payables and accrued interest Accounts Payable and Accrued Expenses | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Trade accounts payable | $2,668,997 | $1,633,593 | | Accrued interest | $2,953,832 | $1,841,011 | | Total accounts payable and accrued expenses | $8,532,741 | $5,853,307 | NOTE 8—LEASES Operating lease assets and liabilities slightly decreased, while Q1 2025 rent expense significantly increased to $225,201, with lease maturities detailed - CMD Inc. entered a new three-year office lease in February 2025, adding $97,379 to ROU asset and liability[73] Operating Lease Liabilities | Metric | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Operating lease right-of-use assets | $1,920,569 | $1,964,276 | | Total operating lease liabilities | $1,974,025 | $2,017,604 | | Weighted-average remaining lease term (months) | 48 | 50 | | Weighted-average discount rate | 14.38% | 14.17% | - Rent expense for Q1 2025 was $225,201, up from $111,077 in Q1 2024[75] Maturities of Operating Lease Liabilities (as of March 31, 2025) | Year Ending December 31, | Amount ($) | | :--- | :--- | | 2025 (remaining) | $605,459 | | 2026 | $581,006 | | 2027 | $509,551 | | 2028 | $465,881 | | 2029 | $472,714 | | Total operating lease liabilities | $1,974,025 | Maturities of Finance Lease Liabilities (as of March 31, 2025) | Year Ending December 31, | Amount ($) | | :--- | :--- | | 2025 (remaining) | $158,499 | | 2026 | $211,332 | | 2027 | $210,042 | | 2028 | $28,833 | | Total finance lease liabilities | $560,679 | NOTE 9—FAIR VALUE MEASUREMENTS Recurring fair value measurements, primarily Level 3 warrant and derivative liabilities, show warrant liabilities decreasing to $81.91 million due to a fair value gain Recurring Fair Value Measurements (March 31, 2025) | Description | Level 3 ($) | Total ($) | | :--- | :--- | :--- | | Derivative liabilities | $220,000 | $220,000 | | Warrant liabilities | $81,913,890 | $81,913,890 | | Total | $82,133,890 | $82,133,890 | - Gain on change in fair value of warrant liabilities was $3,669,798 for Q1 2025[80] - Loss on change in fair value of derivative liabilities was $35,000 for Q1 2025[80] NOTE 10—NOTES PAYABLE Total notes payable, net, decreased to $7.19 million, with a significant amendment to the 20% OID subordinated promissory note incurring a $1.36 million fee Notes Payable, Net | Category | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Total notes payable, net | $7,186,674 | $7,794,441 | | Current portion of notes payable, net | $7,185,266 | $7,785,911 | | Notes payable, net of current portion | $1,408 | $8,530 | - 20% OID subordinated promissory note amended on March 31, 2025, extending maturity to November 7, 2025, and incurring a $1,358,966 amendment fee recognized as a loss on extinguishment of debt[82] - Outstanding principal balance of 20% OID subordinated promissory note was $4,076,898 as of March 31, 2025[83] NOTE 11—SHAREHOLDERS' DEFICIT This note details changes in shareholders' deficit, including accrued preferred dividends, the establishment of Series F preferred shares, and warrant term adjustments - Accrued dividends for Series A, C, and D senior convertible preferred shares totaled $8,755, $12,369, and $52,602, respectively, for Q1 2025[86][88][90] - Series F convertible preferred shares established on March 25, 2025, with 1,027 shares issued (stated value $1,000/share) upon exchange for Series A warrants[91][98] - Series F preferred shares rank senior to common, allocation, Series C, and Series D shares, on parity with other non-subordinated shares, and junior to Series A preferred shares and all indebtedness[91] - Conversion price for Series F preferred shares is $0.1549 per share, subject to adjustments, with a conversion limit of 5,385,291 common shares (19.99% of outstanding common shares) prior to shareholder approval[96] - Issuance of 1,139,388 common shares upon conversion of a convertible promissory note, totaling $256,590, during Q1 2025[102] - Exercise price of Series A and Series B warrants (issued Oct 31, 2024) reduced on March 11, 2025, from $1.50 to $0.81 and $0.54, respectively, proportionally increasing warrant numbers[104] Changes in Warrants Outstanding (Three Months Ended March 31, 2025) | Metric | Warrants (Shares) | Weighted Average Exercise Price ($) | | :--- | :--- | :--- | | Outstanding at December 31, 2024 | 138,639,165 | $0.61 | | Warrant adjustment | 26,602,249 | $0.54 | | Settlement | (632,990) | $(0.81) | | Outstanding at March 31, 2025 | 164,608,424 | $0.51 | NOTE 12—SUBSEQUENT EVENTS On April 2, 2025, the CMD Purchase Agreement was amended, waiving the working capital adjustment and confirming no purchase price adjustment was due - Amendment No. 3 to CMD Purchase Agreement on April 2, 2025, waived working capital adjustment provision and confirmed no purchase price adjustment was due[107] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management discusses the Company's financial condition, results of operations, acquisition strategy, segment performance, and liquidity, including forward-looking statements Overview 1847 Holdings LLC is an acquisition holding company focused on acquiring and growing small North American businesses, including recent acquisitions like CMD - Company is an acquisition holding company focused on small businesses (enterprise value < $50 million) in North America[116] - Acquired Kyle's Custom Wood Shop (custom cabinetry) in 2020, Wolo (horn and safety products, now held for sale) in 2021, Innovative Cabinets (custom cabinetry and countertops) in 2021, and CMD (finish carpentry and related services) in 2024[117][118][119][120] - Strategy involves acquiring controlling interests in businesses with long-term growth, positive/stable earnings, minimal obsolescence threats, and strong management, then improving them through organic growth, add-on acquisitions, and operational improvements[122] Management Fees The Company pays its manager a quarterly parent management fee of 0.5% of adjusted net assets, with Q1 2025 consolidated fees totaling $275,000 - Parent management fee is 0.5% of adjusted net assets quarterly, reduced by offsetting management fees from subsidiaries[124] - 1847 Cabinet expensed $125,000 in management fees for Q1 2025 and 2024[125] - 1847 Wolo expensed $75,000 in management fees for Q1 2025 and 2024 (included in discontinued operations)[126] - 1847 CMD expensed $75,000 in management fees for Q1 2025[128] Consolidated Management Fees (Three Months Ended March 31) | Category | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | From continuing operations | $200,000 | $83,333 | | From discontinued operations | $75,000 | $241,667 | Segments The Company now operates one reportable segment, Construction, with Corporate Services handling executive management and public company costs - One reportable segment: Construction, providing finish carpentry and related products and services[131] - Corporate Services segment includes costs for executive management, financing activities, and other public company-related costs[132] Discontinued Operations This section reiterates details of discontinued operations, including the sales of ICU Eyewear and High Mountain assets, and the planned sale of Wolo - ICU Eyewear assets sold via foreclosure on August 5, 2024, due to loan default; results reported as discontinued operations for Q1 2024[134] - High Mountain assets sold on September 30, 2024, for $17,000,000 cash; results reported as discontinued operations for Q1 2024[135] - Wolo (Automotive Supplies Segment) committed for sale in Q1 2025, with results reported as discontinued operations for Q1 2025 and 2024[136] Results of Operations Q1 2025 revenues increased by 383.7% to $10.08 million, significantly reducing loss from operations to $(98,622) and net loss from continuing operations to $(227,367) Key Components of Continuing Operations (Three Months Ended March 31) | Metric | 2025 Amount ($) | 2025 % of Revenues (%) | 2024 Amount ($) | 2024 % of Revenues (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | $10,083,472 | 100.0% | $2,084,454 | 100.0% | | Cost of revenues | $4,874,990 | 48.3% | $1,182,699 | 56.7% | | Personnel | $1,748,240 | 17.3% | $910,591 | 43.7% | | Depreciation and amortization | $351,390 | 3.5% | $172,110 | 8.3% | | General and administrative | $1,108,912 | 11.0% | $441,898 | 21.2% | | Professional fees | $2,098,562 | 20.8% | $2,545,189 | 122.1% | | Loss from operations | $(98,622) | (1.0)% | $(3,168,033) | (152.0)% | | Net loss from continuing operations | $(227,367) | (2.3)% | $(10,606,109) | (508.8)% | - Revenues increased by $7,999,018 (383.7%) to $10,083,472 in Q1 2025, primarily due to the CMD acquisition ($8,221,120 contribution)[139] - Cost of revenues increased by $3,692,291 (312.2%) to $4,874,990 in Q1 2025, mainly from CMD acquisition ($3,898,835 contribution); as a percentage of revenues, it decreased from 56.7% to 48.3%[140] - Total other expense, net, significantly decreased to $(200,745) in Q1 2025 from $(7,527,076) in Q1 2024, driven by a gain on change in fair value of warrant liabilities[145] Liquidity and Capital Resources As of March 31, 2025, cash and cash equivalents were $1.11 million, with management planning additional financing and cost controls to address liquidity and going concern - As of March 31, 2025, cash and cash equivalents were $1,108,477, and restricted cash was $1,358,968[148] - Management plans to secure additional bank lines of credit and obtain additional financing through debt or equity transactions, alongside tight cost controls[149] - The Company's ability to continue as a going concern is dependent on successfully implementing these plans and achieving profitable operations[150] - Primary use of funds includes future acquisitions, public company expenses, distributions to shareholders, payments to the manager (management fee, profit allocation, potential put price), which are senior to shareholder distributions[152][154][155] Summary of Cash Flow Net cash from operating activities significantly improved to $765,599, while investing activities provided cash and financing activities used cash due to repayments Net Cash Flows from Continuing Operations (Three Months Ended March 31) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $765,599 | $(3,920,506) | | Net cash provided by investing activities | $43,760 | $0 | | Net cash provided by (used in) financing activities | $(2,157,968) | $3,464,188 | | Net change in cash and cash equivalents and restricted cash | $(1,348,609) | $(456,318) | | Cash and cash equivalents and restricted cash at end of period | $2,467,445 | $153,864 | - Increase in net cash from operating activities primarily due to decreased net loss and increased accounts payable and accrued expenses, offset by decreased contract assets[156] - Decrease in net cash from financing activities primarily due to no debt or equity offerings and repayments of notes payable in Q1 2025[158] Debt As of March 31, 2025, total combined debt, net, was $30.48 million, with $30.10 million classified as short-term Total Debt (as of March 31, 2025) | Category | Short-Term ($) | Long-Term ($) | Total Debt ($) | | :--- | :--- | :--- | :--- | | Notes Payable, net | $7,185,266 | $1,408 | $7,186,674 | | Related Party Promissory Note | $578,290 | $0 | $578,290 | | Convertible Notes Payable, net | $22,152,424 | $0 | $22,152,424 | | Finance Leases | $184,605 | $376,074 | $560,679 | | Total combined debt, net | $30,100,585 | $377,482 | $30,478,067 | Contractual Obligations Principal commitments include loan obligations and contractual commitments with the manager, covering management fees, profit allocations, and a put provision - Principal commitments include obligations under loans and contractual commitments with the manager[161] - Agreements with manager cover management fees, profit allocations, and a supplemental put provision for allocation shares[166] - Management fees, profit allocation, and potential put price are significant cash obligations paid before distributions to shareholders[152][154][155] Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements with a material current or future effect on its financial condition or results - No off-balance sheet arrangements that are material or reasonably likely to have a material effect on financial condition or results[161] Critical Accounting Policies and Estimates Financial statements require management estimates and assumptions based on historical experience, with detailed policies available in the Annual Report on Form 10-K - Financial statements require management estimates and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses[162] - Estimates are based on historical industry experience and other reasonable assumptions; actual results may differ[162] - Detailed critical accounting policies are described in Item 7 of the Annual Report on Form 10-K[163] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. This section confirms no quantitative and qualitative disclosures about market risk are applicable for the reporting period - Not applicable[164] ITEM 4. CONTROLS AND PROCEDURES. Disclosure controls were ineffective as of March 31, 2025, due to material weaknesses, with ongoing remediation efforts including increased accounting expertise Evaluation of Disclosure Controls and Procedures Disclosure controls were ineffective as of March 31, 2025, due to material weaknesses, though management believes financial statements are fairly presented - Disclosure controls and procedures were not effective as of March 31, 2025, due to material weaknesses described in Item 9A of the Annual Report[165] - Management believes the consolidated financial statements in this report fairly represent the Company's financial condition, results of operations, and cash flows[165] Changes in Internal Control Over Financial Reporting No material changes in internal control over financial reporting occurred, apart from ongoing remedial actions to address identified material weaknesses - No material changes in internal control over financial reporting during the period, other than remedial changes[168] - Remedial procedures include increasing personnel resources and technical accounting expertise, engaging internal control consultants, and preparing written documentation of internal control policies[170][171] - Material weaknesses cannot be considered remediated until relevant controls operate for a sufficient period[170] PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is unaware of any legal proceedings or claims expected to have a material adverse effect on its business or financial condition - No legal proceedings or claims are currently known to have a material adverse effect on the Company's business, financial condition, or operating results[173] ITEM 1A. RISK FACTORS. This section is not applicable for this quarterly report, as risk factors are typically detailed in the Annual Report on Form 10-K - Not applicable[174] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. The Company did not engage in unregistered sales of equity securities or repurchase common shares during the three months ended March 31, 2025 - No unregistered sales of equity securities not previously disclosed in a Form 8-K during Q1 2025[175] - No common shares repurchased during Q1 2025[176] ITEM 3. DEFAULTS UPON SENIOR SECURITIES. The Company reported no defaults upon senior securities for the period - None[177] ITEM 4. MINE SAFETY DISCLOSURES. This section is not applicable to the Company - Not applicable[178] ITEM 5. OTHER INFORMATION. No other information is reported in this section for the period - None[179] ITEM 6. EXHIBITS. This section lists all exhibits filed with the Form 10-Q, including organizational documents, share designations, warrant forms, and certifications - Lists various exhibits, including Certificate of Formation, Operating Agreement amendments, Share Designations (Series A, C, D, F Preferred Shares), and Common Share Purchase Warrants[180][181] - Includes certifications of Principal Executive Officer and Principal Financial and Accounting Officer (Sections 302 and 906 of Sarbanes-Oxley Act)[181]