assetentities(ASST) - 2025 Q2 - Quarterly Report

PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Asset Entities Inc.'s unaudited financial statements for the period ended June 30, 2025, detail balance sheets, operations, equity, cash flows, and accounting policies Balance Sheets Balance Sheet Data | ASSETS | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :------------------ | | Cash and cash equivalents | $2,518,441 | $2,660,624 | | Prepaid expenses | 225,742 | 37,228 | | Total Current Assets | 2,744,183 | 2,697,852 | | Property and equipment, net | 8,758 | 10,114 | | Intangible asset | 509,500 | 509,500 | | Total Non-Current Assets | 518,258 | 519,614 | | TOTAL ASSETS | $3,262,441 | $3,217,466 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Accounts payable and accrued liabilities | $578,000 | $430,526 | | Contract liabilities | 447 | 369 | | Total Current Liabilities | 578,447 | 430,895 | | TOTAL LIABILITIES | 578,447 | 430,895 | | TOTAL STOCKHOLDERS' EQUITY | 2,683,994 | 2,786,571 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $3,262,441 | $3,217,466 | Statements of Operations Statements of Operations Data | | Three Months Ended June 30, | Six months ended June 30, | | :------------------------------------------------- | :-------------------------- | :------------------------ | | | 2025 | 2024 | 2025 | 2024 | | Revenue | $173,259 | $92,966 | $344,008 | $217,807 | | Total operating expenses | 2,865,569 | 1,819,503 | 4,693,414 | 3,331,248 | | Loss from operations | (2,692,310) | (1,726,537) | (4,349,406) | (3,113,441) | | Total other income | 27,699 | - | 60,577 | - | | Net loss | (2,664,611) | (1,726,537) | (4,288,829) | (3,113,441) | | Net loss attributable to common stockholders | $(2,664,611) | $(1,726,537) | $(4,324,024) | $(3,113,441) | | Loss per share of common stock - basic and diluted | $(0.17) | $(0.58) | $(0.30) | $(1.07) | | Weighted average number of shares of common stock outstanding - basic and diluted | 15,591,759 | 2,960,126 | 14,380,325 | 2,897,504 | Statements of Changes in Stockholder's Equity - For the six months ended June 30, 2025, total stockholders' equity decreased from $2,786,571 at December 31, 2024, to $2,683,994, primarily due to a net loss of $4,288,829, partially offset by proceeds from Class B common stock issuance and stock-based compensation[17][23] - During the six months ended June 30, 2025, 100 shares of Series A Convertible Preferred Stock were converted into 2,539,109 shares of Class B Stock, including a dividend of $35,195[83] - The Company issued 6,563,430 shares of Class B common stock in fiscal year 2025, including 2,833,543 shares for cash, 3,677,536 shares from Series A Preferred Stock conversion, and 52,351 shares from cashless exercise of warrants[87] Statements of Cash Flows Statements of Cash Flows Data | CASH FLOWS FROM OPERATING ACTIVITIES | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(4,288,829) | $(3,113,441) | | Stock based compensation | 1,067,382 | 739,309 | | Depreciation and amortization | 1,356 | 2,341 | | Prepaid expenses | (188,514) | (145,569) | | Accounts payable and accrued liabilities | 147,474 | 197,011 | | Contract liabilities | 78 | (1,759) | | Net cash used in operating activities | (3,261,053) | (2,322,108) | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | Purchase of property and equipment | - | (14,761) | | Purchase of intangible asset | - | (200,000) | | Net cash used in investing activities | - | (214,761) | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | Series A Convertible Preferred stock issued | - | 1,345,000 | | Class B common stock subscription proceeds received, net | - | 194,434 | | Proceeds from Class B common stock issued, net | 3,118,870 | - | | Net cash provided by financing activities | 3,118,870 | 1,539,434 | | Net change in cash and cash equivalents | (142,183) | (997,435) | | Cash and cash equivalents at beginning of period | 2,660,624 | 2,924,323 | | Cash and cash equivalents at end of period | $2,518,441 | $1,926,888 | NOTES TO CONDENSED FINANCIAL STATEMENTS Note 1. Organization, Description of Business and Liquidity - Asset Entities Inc. provides social media marketing, content delivery, and Discord server development and management services across platforms like Discord and TikTok[31] - The Company had an accumulated deficit of $16.33 million and a net loss of $4.29 million for the six months ended June 30, 2025, but management believes it has sufficient funds for the next 12 months due to existing cash and a $3 million investment confirmation from Ionic Ventures, LLC[32][33][34] Note 2. Summary of Significant Accounting Policies - The Company prepares financial statements in accordance with GAAP and SEC rules, using estimates and assumptions that may differ from actual results[35][36] - Cash and cash equivalents include unrestricted demand deposits, money market funds, and highly liquid debt instruments with original maturities under 90 days. As of June 30, 2025, cash equivalents were $2.3 million, with approximately $2.0 million exceeding FDIC insurance limits[37][38] - Revenue is recognized over time for subscriptions, and for short durations (less than two weeks for marketing, less than one week for AE.360.DDM) for other services, following a five-step model[57][58][59][60] - Contract liabilities, primarily from advance subscription payments, totaled $447 as of June 30, 2025, and are expected to be recognized as revenue within 12 months[61] - The Company operates as a single reporting segment, with the CEO assessing performance and allocating resources based on net income and operating margin[67][68] - New accounting guidance (ASU 2024-03) on disaggregation of income statement expenses will be effective January 1, 2027, requiring more detailed expense disclosures in footnotes[69] Note 3. Property and Equipment Property and Equipment, Net | | June 30, 2025 | December 31, 2024 | | :---------------------- | :-------------- | :---------------- | | Office equipment | $13,559 | $13,559 | | Accumulated depreciation | (4,801) | (3,445) | | Net Property and Equipment | $8,758 | $10,114 | - Depreciation expense for the six months ended June 30, 2025, was $1,356, compared to $2,341 for the same period in 2024[71] Note 4. Intangible Assets Intangible Assets | Intangible Assets | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Purchased software | $100,000 | $100,000 | | Discord server | 249,500 | 249,500 | | Right of literary work entitled | 160,000 | 160,000 | | Less: Impairment | - | - | | Total Intangible Assets | $509,500 | $509,500 | - The Company acquired Purchased Software for $100,000 in November 2023, a Discord server for $200,000 cash and 25,000 Class B shares in June 2024, another Discord server for $40,000 cash and 20,000 Class B shares in November 2024, and a 50% ownership interest in the literary work "One Step Closer" for $160,000 in November 2024. All these assets were determined to have indefinite useful lives[72][73][74][75] Note 5. Stockholders' Equity - The Company's authorized capital stock includes 40,000,000 common shares (2,000,000 Class A and 38,000,000 Class B) and 50,000,000 preferred shares[76][77] - Series A Convertible Preferred Stock holders are entitled to cumulative dividends at an annual rate of 6% (12% upon a Triggering Event) and can convert shares into Class B Common Stock at an initial conversion price of $3.75, subject to anti-dilution adjustments[80][81] - As of June 30, 2025, 1,000,000 shares of Class A Common Stock (10 votes per share) and 15,624,395 shares of Class B Common Stock (1 vote per share) were outstanding[85][86] - During the six months ended June 30, 2025, the Company issued 6,563,430 shares of Class B common stock, including 2,833,543 for cash, 3,677,536 from Series A Preferred Stock conversion, and 52,351 from cashless warrant exercises[87] - Stock-based compensation expense for the six months ended June 30, 2025, was $1,067,382, with all remaining RSAs fully vested during the period[91] Warrant Activity Data | Warrant Activity | Number of shares | Weighted Average Exercise Price | Weighted Average Life (years) | | :----------------------------- | :--------------- | :------------------------------ | :---------------------------- | | Outstanding, December 31, 2024 | 105,490 | $11.71 | 3.92 | | Exercised | (73,990) | (3.39) | - | | Outstanding, June 30, 2025 | 31,500 | $31.25 | 2.47 | Note 6. Subsequent Events - On July 1, 2025, the Company sold the Pure Profits platform to a third party for $140,000[94] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Management discusses financial condition, operations, liquidity, capital resources, accounting policies, and corporate events Use of Terms - Defines key terms used in the report, such as 'Company,' 'Asset Entities,' 'Common stock,' 'Existing Class A Common Stock,' 'Existing Class B Common Stock,' 'Preferred stock,' and 'Series A Preferred Stock' to ensure clarity[96] Reverse Stock Split - Share and per share information in this report has been adjusted to reflect a one-for-five (1-for-5) reverse stock split of Class A and Class B Common Stock, effective July 1, 2024[97] Note Regarding Trademarks, Trade Names and Service Marks - The Company uses various trademarks and service marks, including "AE 360 DDM," "Asset Entities Where Assets Are Created," "SiN," "Social Influencer Network," Ternary D, OptionsSwing, and associated marks, and intends to protect its intellectual property rights[98] Special Note Regarding Forward-Looking Statements - This report contains forward-looking statements based on management's beliefs and assumptions, which involve known and unknown risks and uncertainties that could cause actual results to differ materially[99][101] - Key risks include the outcome of the proposed merger with Strive, the ability to introduce new products, obtain funding, protect intellectual property, manage growth, and adapt to market conditions and regulations[99][100] Overview - Asset Entities is a technology company offering social media marketing, content delivery, and Discord server design, development, and management (AE.360.DDM) services across platforms like Discord, TikTok, X, Instagram, and YouTube[104] - The Company's services include Discord investment education and entertainment primarily for Gen Z, social media and marketing campaigns via its "SiN" network, and AE.360.DDM services for creating and managing Discord communities[104][105][106][107] - Ternary v2, a cloud-based subscription management and payment processing solution, enables Discord communities to monetize and manage users, offering features like membership sales, digital product integration, and automated user management[108] - As of June 30, 2025, the combined server user membership was approximately 203,466, and the Company had 1,163 paying subscribers to its Discord servers for the three months ended June 30, 2025[105][110] Our Historical Performance - As of June 30, 2025, the Company had an accumulated deficit of $16.33 million and cash and cash equivalents of $2.52 million[111] - Net loss for the three months ended June 30, 2025, was $2.66 million, an increase from $1.73 million in the prior year period[111] - The Company has financed operations through capital raises and service sales, including a $100 million Shelf Registration Statement, $3 million from Series A Preferred Stock private placements, and $4.83 million net proceeds from an ATM Financing[111] - A May 2025 Private Placement is expected to generate approximately $750.3 million in gross proceeds, with potential for an additional $750 million from warrant exercises, providing sufficient funds through June 30, 2026[112][113] Principal Factors Affecting Our Financial Performance - The Company qualifies as an "emerging growth company" and "smaller reporting company," allowing exemptions from certain disclosure requirements and an extended transition period for new accounting standards[114][115][118] - Key factors affecting financial performance include the ability to acquire and retain customers, competitive pricing, product expansion, industry demand, technology leverage, talent acquisition, and market conditions[116] Results of Operations Comparison of Three Months Ended June 30, 2025 and 2024 Three Months Operations Data | Operations Data | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | | Revenue | $173,259 | $92,966 | | Total operating expenses | 2,865,569 | 1,819,503 | | Loss from operations | (2,692,310) | (1,726,537) | | Net loss | (2,664,611) | (1,726,537) | - Revenue increased by 86.4% to $0.17 million for the three months ended June 30, 2025, primarily due to an increased number of Discord server paying subscribers, including those from the Pure Profits acquisition[120] - Total operating expenses rose by 57.5% to $2.9 million, and loss from operations increased by 55.9% to $2.7 million, mainly due to higher advertising, marketing, payroll, and administrative costs related to public filings[121][122] Comparison of Six Months Ended June 30, 2025 and 2024 Six Months Operations Data | Operations Data | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :----------------------------- | :----------------------------- | | Revenue | $344,008 | $217,807 | | Total operating expenses | 4,693,414 | 3,331,248 | | Loss from operations | (4,349,406) | (3,113,441) | | Net loss | (4,288,829) | (3,113,441) | - Revenue increased by 57.9% to $0.34 million for the six months ended June 30, 2025, driven by growth in Discord server paying subscribers, including those from the Pure Profits acquisition[123] - Total operating expenses increased by 40.9% to $4.7 million, and loss from operations increased by 39.7% to $4.3 million, primarily due to higher advertising, marketing, payroll, and administrative costs[124][125] Liquidity and Capital Resources - As of June 30, 2025, the Company had an accumulated deficit of $16.33 million and cash and cash equivalents of $2.52 million, with a net loss of $2.66 million for the three months ended June 30, 2025[126] - Management expects sufficient funds to cover planned operations through June 30, 2026, based on existing cash, planned financings (ATM Financing, May 2025 Private Placement), and increased revenues from prior acquisitions[126] - The Company may seek additional equity or debt financing if current resources are insufficient, which could lead to stockholder dilution or restrictive covenants[127] Summary of Cash Flow Cash Flow Summary | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,261,053) | $(2,322,108) | | Net cash used in investing activities | - | (214,761) | | Net cash provided by financing activities | 3,118,870 | 1,539,434 | | Net change in cash and cash equivalents | (142,183) | (997,435) | | Cash and cash equivalents at end of period | $2,518,441 | $1,926,888 | - Net cash used in operating activities increased by approximately $0.9 million to $3.3 million for the six months ended June 30, 2025, primarily due to a $1.2 million increase in net loss, partially offset by a $0.3 million increase in stock-based compensation[128] - Net cash used in investing activities was $0 in 2025, a decrease from $0.2 million in 2024, due to the non-recurrence of property, equipment, and intangible asset purchases[129] - Net cash provided by financing activities increased to $3.1 million in 2025 from $1.5 million in 2024, mainly due to proceeds from the issuance of Class B Common Stock[130] Agreement and Plan of Merger - On June 27, 2025, the Company entered into an Amended and Restated Agreement and Plan of Merger (A&R Merger Agreement) with Alpha Merger Sub, Inc. and Strive Enterprises, Inc., where Merger Sub will merge into Strive, making Strive a wholly-owned subsidiary[132] - Strive stockholders will receive Company Consideration Stock (New Class B Common Stock) based on an Exchange Ratio, and existing Class A and Class B Common Stock will be redesignated as New Class B and New Class A Common Stock, respectively[133] - The End Date for the merger was extended to February 6, 2026, though parties expect to close by early Fall 2025. The Company's board unanimously approved the A&R Merger Agreement[135][136] - Certain stockholders, representing 40.2% of voting power, agreed to vote in favor of the merger and convert their Class A Common Stock for a $2.5 million payment[138] - A termination fee of $10 million is payable by either Asset Entities or Strive under specified circumstances[139] May 2025 Private Placement - On May 26, 2025, the Company and Strive entered into subscription agreements for a private placement of 346,043,350 shares of New Class A Common Stock at $1.35 per share, pre-funded warrants for 209,771,462 shares at $1.3499 per share, and 555,814,812 traditional warrants[143] - The private placement is expected to close concurrently with the merger, generating approximately $750.3 million in gross proceeds, with potential for an additional $750 million if all traditional warrants are exercised[145] - The Company agreed to register the resale of these securities and is subject to a restricted period (May 26, 2025, to 45 days after the Outside Effectiveness Date) on issuing certain equity securities without subscriber consent, with specific exceptions[146][147] - Cantor Fitzgerald & Co. (CFCO) acted as lead placement agent and will receive a 3.5% cash fee of the aggregate gross proceeds[148] May 2025 Pre-Funded Warrants - May 2025 Pre-Funded Warrants have an exercise price of $0.0001 per share, are immediately exercisable, and include customary anti-dilution adjustments[150] - Exercise is restricted if beneficial ownership would exceed 9.99% of New Class A Common Stock outstanding, unless otherwise elected by the subscriber[151] May 2025 Traditional Warrants - May 2025 Traditional Warrants have an exercise price of $1.35 per share, are immediately exercisable, and expire on the first anniversary of the Outside Effectiveness Date, including customary anti-dilution adjustments[153][154] - Similar to pre-funded warrants, exercise is restricted if beneficial ownership would exceed 9.99% of New Class A Common Stock outstanding, unless otherwise elected[155] Executive Compensation - On April 28, 2025, the Compensation Committee approved annual cash bonuses for 2025: $75,000 each for CEO Arshia Sarkhani, CFO Matthew Krueger, and Executive Chairman Michael Gaubert; and $25,000 each for Executive Vice-Chairman Kyle Fairbanks, COO Arman Sarkhani, and Director of Socials Jackson Fairbanks[158] Executive Employment and Consulting Agreements - New employment agreements were entered into on March 27, 2025, for key executives, including Arshia Sarkhani (CEO), Matthew Krueger (CFO), Kyle Fairbanks (Executive Vice-Chairman), Arman Sarkhani (COO), and Jackson Fairbanks (Director of Socials), with terms ending April 1, 2027[159][160][162][163][165] - Annual salaries range from $125,000 to $240,000, with immediate cash bonuses paid upon agreement. Executives are eligible for annual cash bonuses and restricted stock awards (subject to stockholder approval and vesting over two years)[159][160][162][163][164][165] - Agreements include confidentiality, non-competition, and non-solicitation provisions. Separation fees, typically equal to annual salary, are payable if terminated without cause[159][160][162][163][164][165][167] - Jason Lee (CTO) has an agreement from November 2023 with an annual salary of $100,000 and a grant of 35,400 Class B Common Stock shares vesting over two years[166] Private Placements of Series A Preferred Stock - Under the Ionic Purchase Agreement, the Company issued and sold 330 shares of Series A Preferred Stock to Ionic Ventures, LLC for maximum gross proceeds of $3 million, with two closings in May and July 2024, each for $1.5 million[168][169] - Ionic Ventures, LLC has confirmed it will invest up to an additional $3 million upon request, subject to further definitive agreements[170] Compensation to Boustead Securities, LLC - Boustead Securities, LLC received a 7% fee and a 1% non-accountable expense allowance for each Series A Preferred Stock closing, totaling $0.12 million for each of the two closings[171][172] - Boustead also received warrants to purchase 30,800 shares of Class B Common Stock for each closing, which were subsequently assigned and fully exercised on a cashless basis[171][172][173][174] ATM Financing - The Company entered into an ATM Sales Agreement with A.G.P./Alliance Global Partners on September 27, 2024, to sell up to $1.8 million of Class B Common Stock, later increased to $5.5 million as of June 30, 2025[175] - The Sales Agent receives a 3.0% cash commission on gross sales and reimbursement for fees and expenses up to $60,000, plus $5,000 quarterly for maintenance[179] - As of June 30, 2025, 5,427,700 shares were sold through the ATM Financing, generating net proceeds of $4.83 million after paying $0.33 million in compensation to the Sales Agent and Boustead[182] Critical Accounting Policies and Estimates - The Company's critical accounting policies involve significant management judgments and estimates, particularly for intangible assets, impairment of long-lived assets, advertising expenses, research and development, stock-based compensation, share repurchases, revenue recognition, contract liabilities, earnings per share, commitments and contingencies, segment reporting, and recent accounting pronouncements[184] Intangible Assets - Acquired intangible assets are recorded at fair value and tested for impairment annually (indefinite-lived) or when circumstances indicate (finite-lived). No impairment charges were recognized for the six months ended June 30, 2025 or 2024[185] - Finite-lived intangible assets (e.g., acquired franchise agreements, customer relationships, internally developed software) are amortized straight-line over 5 to 15 years. Indefinite-lived assets include acquired domain names, trade names, and purchased software[186] - Costs for internally developed software are capitalized during the application development stage and amortized straight-line over its estimated useful life, requiring significant management judgment[187] Impairment of Long-lived Assets Other Than Goodwill - Long-lived assets with finite lives (property, equipment, intangible assets, ROU assets) are reviewed for impairment when events suggest carrying value may not be recoverable. Impairment is recognized if estimated undiscounted cash flows are below carrying value[188] Advertising Expenses - Advertising costs are expensed as incurred and totaled $412,445 for the six months ended June 30, 2025, an increase from $284,886 in the prior year period, included in general and administrative expenses[189] Research and Development - Research and development costs are expensed as incurred, totaling $182,484 for the six months ended June 30, 2025, a decrease from $238,739 in the prior year period, included in contract labor[190][191] Stock Based Compensation - Stock-based compensation for awards to employees, non-employees, and board members is recorded at grant date fair value and expensed straight-line over the service period (1-3 years)[192] - Fair value of restricted stock awards (RSAs) is based on the Company's stock price on the grant date[193] Share Repurchase - Share repurchases are recorded as treasury stock on the settlement date. When cancelled, the value is deducted from common stock, with any excess over par value recorded to accumulated deficit[194] Revenue Recognition - Revenue is recognized following a five-step model: identifying contracts and performance obligations, determining transaction price, allocating price, and recognizing revenue when obligations are satisfied[195] - Subscription revenue is recognized over time, with advance payments recorded as contract liabilities. Marketing and AE.360.DDM contract revenues are recognized over short durations (typically less than two weeks and one week, respectively)[196][197][198] Contract Liabilities - Contract liabilities, primarily from deferred subscription revenue, were $447 as of June 30, 2025, up from $369 at December 31, 2024. These are expected to be recognized as revenue within 12 months[199] Contract Liabilities Data | Contract Liabilities | 2025 | | :------------------- | :--- | | Balance, January 1 | $369 | | Deferral of revenue | 298 | | Recognition of revenue | (220) | | Balance, June 30 | $447 | Earnings per Share of Common Stock - Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding. Diluted EPS includes potential common shares from convertible securities, options, and warrants, unless anti-dilutive[201] - As of June 30, 2025, warrants representing 31,500 common stock equivalents were excluded from diluted net loss per share calculation because their inclusion would be anti-dilutive[202] Commitments and Contingencies - Liabilities for loss contingencies are recorded when probable and reasonably estimable. As of June 30, 2025, and December 31, 2024, the Company had no material commitments or contingencies[203] Segment Reporting - The Company operates as a single operating segment, with the CEO serving as the chief operating decision maker, reviewing overall operating results, net income, and operating margin to allocate resources and assess financial performance[205][206] Recent Accounting Pronouncements - ASU 2024-03, requiring disaggregated disclosure of income statement expenses for public business entities, will be effective for the Company on January 1, 2027. Other recent pronouncements are not expected to have a material impact[207][208] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company has no applicable quantitative and qualitative disclosures regarding market risk - The Company has no applicable quantitative and qualitative disclosures about market risk[209] ITEM 4. CONTROLS AND PROCEDURES. Evaluation of disclosure controls and procedures and changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures - Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[210] Changes in Internal Control Over Financial Reporting - There were no material changes in the Company's internal control over financial reporting during the three months ended June 30, 2025[211] PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company's involvement in any legal proceedings is addressed in this section - The Company is not currently aware of any legal proceedings or claims that are expected to have a material adverse effect on its business, financial condition, or operating results[214] ITEM 1A. RISK FACTORS. Key risk factors affecting the Company's operations and financial performance are outlined - There are no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024[215] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. Reports on unregistered sales or repurchases of equity securities during the reporting period Unregistered Sales of Equity Securities - During the three months ended June 30, 2025, the Company did not sell any unregistered equity securities that were not previously disclosed[216] Purchases of Equity Securities - No repurchases of Common Stock by the Company occurred during the three months ended June 30, 2025[217] ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Reporting on any defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the reporting period[218] ITEM 4. MINE SAFETY DISCLOSURES. Applicability of mine safety disclosures for the Company is stated - Mine safety disclosures are not applicable to the Company[219] ITEM 5. OTHER INFORMATION. Provides other required disclosures not reported in a Current Report on Form 8-K - The Company has no information to disclose that was required to be reported in a Current Report on Form 8-K during the three months ended June 30, 2025, but was not[220] - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or arrangement, or a non-Rule 10b5-1 trading plan, during the fiscal quarter ended June 30, 2025[220] ITEM 6. EXHIBITS. Lists all exhibits filed as part of the Form 10-Q, including merger agreements and certifications - Exhibits include the Amended and Restated Agreement and Plan of Merger (2.2), Certificate of Designation of Series A Convertible Preferred Stock (3.2), Form of Pre-Funded Warrant (4.1), Form of Warrant (4.2), and Certifications of Principal Executive and Financial Officers (31.1, 31.2, 32.1, 32.2)[222] SIGNATURES Contains the required signatures for the Form 10-Q - The report was signed on August 5, 2025, by Arshia Sarkhani, Chief Executive Officer and President, and Matthew Krueger, Chief Financial Officer[226]