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].
BRILLIANT ACQUIS(BRLIR) - 2025 Q4 - Annual Report