Revenue Performance - For the three months ended September 30, 2025, total revenues decreased by 28% to $1,549,706 from $2,144,804 in the same period in 2024[110]. - For the nine months ended September 30, 2025, total revenues decreased by 11% to $4,853,772 from $5,467,293 in 2024[120]. - License revenue decreased by 36% to $917,951 from $1,441,011, attributed to the expansion of long-term customer license deployments in the previous year[112]. - License revenue decreased by 32% to $2,822,796, primarily due to the ramp-up of BIO-key EMEA selling only BIO-key products[122]. - Service revenues increased by 13% to $862,707, driven by a $117,000 or 17% increase in recurring maintenance and support revenue[121]. - Hardware sales decreased by 17% to $363,642 from $436,422, influenced by new customer deployments and inventory reservations[113]. - Hardware sales surged by 117% to $1,168,269, attributed to new customer purchases and sales of previously reserved inventory[123]. Expenses and Costs - Selling, general and administrative expenses decreased by 13% to $1,400,288 from $1,607,925, reflecting reductions in administration and professional services fees[115]. - Selling, general and administrative expenses decreased by 16% to $4,453,362, reflecting reductions in various administrative costs[125]. - Research, development, and engineering costs increased by 5% to $683,620 compared to $652,174 in the prior year, primarily due to professional services and personnel costs[116]. - Research, development, and engineering costs increased by 3% to $1,915,422, mainly due to higher professional services and personnel costs[126]. - Total cost of goods sold increased by 7% to $1,101,666, with hardware costs rising significantly due to increased sales[120][124]. Cash Flow and Financial Position - Net cash used in operations was $2,838,088, while net cash provided by financing activities was $4,456,013, including $3,813,057 from warrant exercises[129]. - As of September 30, 2025, total cash and cash equivalents were $2,039,853, a significant increase from $437,604 at December 31, 2024[139]. - The company requires approximately $830,000 per month to conduct operations and may need additional financing if revenue generation does not improve[140]. - The company is classified as a smaller reporting company and is not required to provide detailed market risk disclosures[142]. Strategic Initiatives - The company plans to expand its role in the IAM market and enhance its suite of authentication options to meet customer needs[100]. - The company aims to grow within government services and highly-regulated industries, anticipating increased demand for security solutions[101]. - The channel alliance program has grown to over 85 participants, contributing to incremental revenues[102]. - The company is actively pursuing strategic acquisitions in the IAM space to enhance its market presence and operational synergies[103]. Profitability - Gross profit margin slightly decreased to 77% from 78% year-over-year[109].

Financial Transaction Details - The Company issued a promissory note with an aggregate principal amount of $143,750, convertible into common stock[4] - The Buyer agreed to pay a purchase price of $125,000 for the Note, with $3,500 withheld for legal fees[6] - The transaction is executed under the exemption from securities registration as per Section 4(a)(2) of the Securities Act of 1933[4] - The Closing Date will occur upon payment of the Purchase Price by the Buyer[7] - The Company acknowledges the potentially dilutive effect of the Conversion Shares upon the conversion of the Note to Common Stock[22] - The Company is responsible for the fees of its transfer agent and all DTC fees associated with the issuance of the Securities[15] - The Securities are not registered under the 1933 Act and may not be transferred without meeting specific conditions[14] Company Status and Compliance - The Company and its Subsidiaries are duly organized and in good standing, with no material adverse effect on their business[17] - The execution and delivery of the Transaction Documents have been duly authorized by the Company's Board of Directors[18] - The Buyer is classified as an "accredited investor" under Rule 501(a) of Regulation D[10] - The Company has filed all required reports with the SEC, and the financial statements comply with applicable accounting requirements[24] - Since June 30, 2025, there has been no material adverse change in the Company's financial condition or operations[25] - The Company has made or filed all required tax returns and has paid all material taxes due[29] - The Company is not in violation of any laws or regulations that could have a Material Adverse Effect[23] - The Company has not been involved in any litigation that could have a Material Adverse Effect[26] - The Company has complied with all applicable laws and has not made illegal payments or contributions[53] - The Company has not received any notifications regarding conflicts or violations of applicable laws that would have a Material Adverse Effect[36] Intellectual Property and Assets - The Company and its Subsidiaries own or possess the necessary licenses for all Intellectual Property required to conduct their business[27] - The Company has taken reasonable measures to protect the confidentiality and value of its Intellectual Property[27] - The Company maintains good and marketable title to all real and personal property essential to its business, free of liens and encumbrances that would have a Material Adverse Effect[42] - The Company and its Subsidiaries are insured against losses and risks in amounts deemed prudent by management, with no anticipated issues in renewing coverage[43] Financial Health and Internal Controls - The Company is solvent, with assets exceeding liabilities, and has prepared financial statements assuming it will continue as a going concern[46][47] - The Company has a system of internal accounting controls that provides reasonable assurance regarding transaction execution and financial statement preparation[44] - There are no outstanding options or agreements that would require the Company to issue additional shares of capital stock[19] - There are no off-balance sheet arrangements that require disclosure and could reasonably be expected to have a Material Adverse Effect[49] - The Company has not engaged in any actions to manipulate the price of its securities[51] Legal and Arbitration Provisions - The Company agrees to indemnify and hold harmless the Buyer and its affiliates from any losses or damages arising from breaches of representations or warranties[94] - The Company acknowledges that a breach of its obligations will cause irreparable harm to the Buyer, allowing for injunctive relief without the necessity of showing economic loss[95] - The Company and Buyer agree to submit all claims arising under this Agreement to binding arbitration as per the Arbitration Provisions outlined in Exhibit B[82] - The exclusive venue for arbitration of any claims shall be in the Commonwealth of Massachusetts[82] - The Company waives any right to a jury trial for the adjudication of any disputes arising from this Agreement[82] - The arbitration process must be initiated by written notice, and the arbitration award is final and binding upon the parties[106] - The arbitrator has the authority to award relief deemed proper, excluding exemplary or punitive damages[116] - The losing party in arbitration is responsible for all unpaid costs and fees, including reasonable attorneys' fees incurred by the prevailing party[117] - An appeal of the arbitration award can be initiated within thirty calendar days, with the losing party responsible for costs associated with the appeal[119] - The arbitration provisions are governed by the laws of the State of Delaware, ensuring enforceability under applicable law[122] - Confidentiality is maintained throughout the arbitration process, with restrictions on disclosing information unless certain conditions are met[114] - The parties agree to conduct arbitration in accordance with the Massachusetts Rules of Civil Procedure and Evidence[111] - Time is of the essence in all provisions of the arbitration agreement, emphasizing the importance of timely actions[123] Agreement Execution and Notices - The Agreement may be executed in counterparts, with facsimile or .pdf signatures considered binding[83] - The Company shall not assign this Agreement without the prior written consent of the Buyer, while the Buyer may assign its rights to accredited investors without consent[88] - All notices under this Agreement must be in writing and delivered through specified methods, including personal service or certified mail[87] - The Agreement contains the entire understanding of the parties and may only be amended in writing signed by the Buyer[86] - The agreement allows for execution in multiple counterparts, including electronic signatures, with the same effect as if all parties signed the same document[99]

Acquisitions and Partnerships - GameSquare completed the acquisition of Click Management Pty Ltd for a base purchase price of $4.5 million, with potential earn-out payments of up to $3 million based on future performance[214]. - GameSquare's acquisition of FaZe Holdings, Inc. was completed on March 7, 2024, enhancing its position in the gaming and youth culture market[201]. - Click Management closed over 545 commercial deals globally in 2024, establishing a large English-speaking gaming roster with over 75 active talents[205]. - The Company has completed six acquisitions and divested three non-core assets from August 2020 to September 2025, focusing on organic growth and M&A opportunities[245]. Financial Performance - Revenue for the nine months ended September 30, 2025, was $26,542,646, an increase of 33.2% compared to $19,930,359 in 2024[249]. - Gross profit for the same period rose to $11,042,151, reflecting a 47.4% increase from $7,490,880 in 2024[249]. - Operating expenses decreased slightly to $21,806,679, down 1.5% from $22,143,783 in the previous year[249]. - Loss from continuing operations improved to $(10,764,528), a 26.5% reduction compared to $(14,652,903) in 2024[249]. - Net loss attributable to GameSquare Holdings, Inc. for the nine months was $(8,982,393), a significant improvement of 59.8% from $(22,358,971) in 2024[249]. - Revenue for the three months ended September 30, 2025, was $11,315,003, up 21.6% from $9,306,777 in 2024[249]. - Gross profit for the three months increased to $5,592,730, a 32.6% rise from $4,215,384 in 2024[249]. - Total other income for the nine months was $8,918,600, compared to a loss of $(605,796) in 2024, marking a substantial turnaround[249]. - The company reported a net loss of $(11,000,525) for the nine months, a 55.5% improvement from $(24,728,504) in 2024[249]. Revenue Streams - Owned and operated IP revenue increased to $8.6 million for the nine months ended September 30, 2025, compared to $7.7 million in 2024, a growth of 11.7%[255]. - Agency revenue rose to $9.9 million for the nine months ended September 30, 2025, from $8.3 million in 2024, marking a 19.5% increase[256]. - SaaS and managed services revenue surged to $7.5 million for the nine months ended September 30, 2025, compared to $3.9 million in 2024, an increase of 92.3%[257]. - DAT yield revenue was $0.6 million for the nine months ended September 30, 2025, compared to $0 for the same period in 2024, indicating successful launch[258]. Cash Flow and Capital Structure - The company raised approximately $8.56 million from the July 8, 2025 offering of 4,692,866 shares at $0.95 per share, after a 7% underwriting discount[219]. - The company raised approximately $61.5 million from the July 17, 2025 offering of 46,666,667 shares at $1.50 per share, after a 7% underwriting discount[222]. - The company raised gross proceeds of $89.6 million through three equity offerings in July 2025, including $75.3 million on July 18, 2025[304]. - Cash and restricted cash totaled $7.5 million as of September 30, 2025, a decrease from $13.1 million as of December 31, 2024[302]. - Net cash used in operating activities was $17.3 million for the nine months ended September 30, 2025, compared to $25.4 million in the prior year[307]. - Net cash used in investing activities was $61.8 million for the nine months ended September 30, 2025, primarily due to $57.1 million in digital asset purchases[308]. - Net cash provided by financing activities was $74.0 million for the nine months ended September 30, 2025, compared to $30.4 million in the prior year[310]. Compliance and Regulatory Matters - GameSquare received a Minimum Bid Price Notice from Nasdaq due to its common stock closing below the $1.00 minimum requirement for 30 consecutive business days[215]. - GameSquare has until March 9, 2026, to regain compliance with the Nasdaq Minimum Bid Price Requirement[216]. - The Company regained compliance with NASDAQ's minimum bid price requirements after maintaining a closing bid price of at least $1.00 per share for ten consecutive business days[234]. Strategic Initiatives - GameSquare's ETH-focused yield generation strategy includes an approved allocation of up to $250 million, with over $70 million already invested in ETH and other digital assets[202]. - GameSquare's Board approved a strategy to leverage crypto infrastructure for digital asset yield generation, indicating a forward-looking approach to financial growth[202]. - The Company authorized a share repurchase program allowing for the purchase of up to $5,000,000 of Common Stock, with no purchases made during the three months ended September 30, 2025[228]. - The Company has invested in its sales organization, leading to significant growth in requests for proposals within its agency businesses[246]. Accounting and Financial Reporting - The Company accounts for digital assets like NFTs as indefinite-lived intangible assets under ASC 350-30[340]. - Business combinations are recorded from the acquisition date, with excess consideration recognized as goodwill, requiring significant judgment and estimates[341]. - Long-lived assets, including intangible assets, are assessed for impairment at least annually or when indicators arise[342]. - Goodwill is tested for impairment annually or when there are indications of impairment, with qualitative assessments determining the necessity of further testing[343]. - The Company elected the Fair Value Option for convertible debt, recognizing it at fair value with changes reflected in earnings[345]. - Loss contingencies are estimated in accordance with ASC 450-20, requiring probable liability and reasonable estimability for accrual[346]. - The Company has no off-balance sheet arrangements that materially affect its financial condition or operations[347]. - Critical accounting policies and estimates remain unchanged during the nine months ended September 30, 2025[348]. - Recent accounting pronouncements are detailed in the Quarterly Report, assessing their potential impact on financial condition[349]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[350].

Digital Asset Strategy - The company has commenced a strategic transition toward a new business model focused on digital asset initiatives, targeting the acquisition of up to $100 million in crypto assets [116]. - The Company has initiated a strategic transition towards digital asset initiatives, targeting the acquisition of up to $100 million in crypto assets to capitalize on the stablecoin industry's growth [146]. - The company plans to target $100 million in investments in crypto tokens linked to the stablecoin industry, indicating a strategic shift towards digital assets [189]. - The company is implementing a multi-token investment strategy to utilize excess capital for alternative investments, including digital assets [189]. - The company is acquiring and holding various tokens, including FLUID, INJ, LINK, AAVE, SYRUP, QNT, and ETHFI, to capture growth in the stablecoin infrastructure sector, exposing it to price volatility [262]. Financial Performance - Revenue for the nine months ended September 30, 2025, was $0, a decrease of 100% or $63,777 compared to the same period in 2024 [167]. - For the three months ended September 30, 2025, revenue was $0, a decrease of 100% or $5,426 compared to the same period in 2024 [176]. - Net loss for the nine months ended September 30, 2025, was $16,056,245, a decrease of $19,882,670 compared to a net income of $3,826,425 in the same period in 2024 [166]. - The company recognized a net loss after non-cash adjustments of $5,559,908 for the nine months ended September 30, 2025, an improvement of $2,083,251 compared to a net loss of $7,643,159 in the same period in 2024 [220]. - The company experienced a change in the fair value of the warrant liability of $20,764,000 for the nine months ended September 30, 2025, compared to the previous year [220]. Capital Structure and Financing - The Company increased its authorized shares from 200 million to 1.2 billion shares, reflecting a significant change in its capital structure [152]. - The Company raised $7 million through a private placement of Series I Convertible Preferred Stock, convertible into 875,000 shares of common stock [154]. - The Series I Preferred Stock has a dividend rate of 7% per annum, compounded quarterly, which increases to 15% per annum upon the occurrence of a Triggering Event [214]. - The Company is required to redeem Series I Preferred Stock in equal quarterly installments starting November 30, 2025, at 107% of the applicable Installment Redemption Price [270]. - The Company may need to raise additional equity or debt capital to meet payment obligations, with no assurance of success [272]. Market and Regulatory Risks - The regulatory environment for digital assets is rapidly evolving, with potential changes in laws that could adversely impact the company's investments in stablecoins [247]. - Regulatory and compliance uncertainty in the U.S. and abroad could limit or delay the company's ability to execute its digital asset strategy [265]. - Proposed stablecoin legislation may alter the classification or trading of certain tokens, potentially affecting the company's investment activities [266]. - The company faces risks related to custody, cybersecurity, and technology, as digital assets are not insured and are subject to theft or loss [248]. Operational Challenges - The company is required to maintain unencumbered cash and cash equivalents equal to at least 120% of the aggregate Stated Value of the Series H-7 Preferred Stock [201]. - The company has incurred recurring losses from operations and management believes existing cash and cash equivalents will not be sufficient to fund operations for at least the next twelve months [190]. - The company reported working capital of $11,922,435 as of September 30, 2025, compared to $17,100,605 as of December 31, 2024, reflecting ongoing operational challenges [186]. - The Company is focusing on re-engineering the Vanish product to recognize revenue upon successful commercialization [157]. - The company is implementing remediation plans to address material weaknesses in internal controls, engaging external consultants for support [238]. Research and Development - Research and development expenses are expected to increase as the Company invests in optimizing the Vanish design and reducing manufacturing costs [161]. - Research and development expense was $1,001,237 for the nine months ended September 30, 2025, a decrease of 28% or $396,523 compared to the same period in 2024 [169]. - Research and development expense for the three months ended September 30, 2025, was $343,556, an increase of 2,225% or $328,780 compared to the same period in 2024 [178].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction (Commission File Number) Nevada 001-41147 87-3905007 (I.R.S. Employer Identification No.) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C ...

Acquisitions - The company completed the Edge Acquisition on July 3, 2025, acquiring 47 wells on approximately 11,000 net acres for a total purchase price of $12.5 million [224]. - The Bayswater Acquisition was finalized on March 26, 2025, with a purchase price of $602.8 million, funded through cash, stock issuance, and borrowings [226][228]. - The company acquired approximately 5,500 net acres from Exok for $1.6 million as part of the Third Exok Acquisition completed on August 8, 2025 [225]. - The Edge Acquisition involved acquiring 47 operated and non-operated wells on approximately 11,000 net acres for a total purchase price of $12.5 million [239]. - The Bayswater Acquisition had a total cash consideration of $482.5 million, with an interim settlement payment of $30.7 million received on June 6, 2025 [240]. - The NRO Acquisition's total consideration was reduced to $84.5 million in cash after amendments on August 15, 2024 [241]. - The final purchase price for the NRO Acquisition was $55.5 million, settled in December 2024 [242]. Production and Revenue - Total revenues for the three months ended September 30, 2025, were $77.7 million, compared to $158.6 million for the nine months ended September 30, 2025 [244]. - Crude oil sales for the three months ended September 30, 2025, were $64.9 million, while natural gas sales were $7.6 million and NGL sales were $5.2 million [244]. - Average realized price for oil (excluding effects of derivatives) was $58.70 per MBbl for the three months ended September 30, 2025 [245]. - Total production for the nine months ended September 30, 2025, was 4,329 MBoe, with an average sales volume of 23,029 Boe/d [244]. - The Bayswater Acquisition, closed on March 26, 2025, contributed significantly to production and revenues from March 26, 2025, through September 30, 2025 [248]. - The NRO Acquisition, closed in October 2024, did not contribute any production or revenue prior to its closing [248]. Financial Performance - Net income from continuing operations for the three months ended September 30, 2025, was $1.287 million, compared to a loss of $11.424 million for the same period in 2024 [263]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $99.518 million, significantly up from a loss of $19.992 million in the same period of 2024 [263]. - The company had a net loss of $22.5 million and $67.5 million for the three and nine months ended September 30, 2025, respectively, with cash and cash equivalents of $10.6 million and a working capital deficit of $24.0 million [300]. Expenses - For the three months ended September 30, 2025, total operating expenses increased to $50.7 million from $8.8 million in the same period of 2024, representing a significant rise driven by acquisitions [249]. - Lease operating expenses for the three months ended September 30, 2025, were $15.4 million, an increase of $15.4 million compared to the same period in 2024, primarily due to increased production from the Bayswater and NRO Acquisitions [249]. - Transportation and processing expenses rose by $2.2 million for the three months ended September 30, 2025, compared to the same period in 2024, attributed to increased production from recent acquisitions [250]. - Ad valorem and production taxes increased by $4.7 million for the three months ended September 30, 2025, compared to the same period in 2024, driven by higher production levels [251]. - Depreciation, depletion, and amortization expenses increased by $16.0 million for the three months ended September 30, 2025, compared to the same period in 2024, largely due to increased production from acquisitions [252]. - General and administrative expenses for the three months ended September 30, 2025, increased by $3.5 million compared to the same period in 2024, driven by higher non-cash stock-based compensation and litigation expenses [253]. - Interest expense for the three months ended September 30, 2025, increased by $9.0 million compared to the same period in 2024, primarily due to interest on the Credit Facility [254]. Cash Flow and Liquidity - Cash and cash equivalents as of September 30, 2025, were $10.640 million, an increase from $5.192 million at the beginning of the period [273]. - Net cash provided by operating activities for the nine months ended September 30, 2025, was $67.384 million, compared to a net cash used of $5.658 million in the same period of 2024 [273]. - Net cash used in investing activities increased to $608.536 million for the nine months ended September 30, 2025, primarily due to the Bayswater Acquisition costing $467.5 million [274]. - As of September 30, 2025, the company had a working capital deficit of $24.0 million, improved from a deficit of $44.7 million as of December 31, 2024 [272]. - As of September 30, 2025, the company had $58.0 million available under the Credit Facility, indicating sufficient liquidity to meet its obligations [302]. Debt and Financing - The company has a maximum credit commitment of $1.0 billion under its Amended & Restated Credit Facility, with a borrowing base of $475.0 million as of September 30, 2025 [227]. - The company plans to fund its development program and operations through cash flow from operations, liquidity from the Credit Agreement, and proceeds from the ATM Offering [268]. - The company is in compliance with all financial covenants under the Amended & Restated Credit Agreement as of September 30, 2025 [277]. - On September 30, 2024, the company issued a Senior Convertible Note to Yorkville for $15.0 million with an 8.00% interest rate and a maturity date of September 30, 2025 [283]. - During Q1 2025, Yorkville converted the remaining $11.3 million of the Senior Convertible Note into 2.1 million shares of Common Stock, resulting in a loss of $5.5 million recognized on the statement of operations for the nine months ended September 30, 2025 [287]. - The company entered into a Subordinated Note for $5.0 million on September 30, 2024, with a 10.00% interest rate and a maturity date of March 17, 2027 [289]. - The Series F Preferred Stock was issued for $148.3 million, with net proceeds of approximately $137.2 million used to fund a portion of the Bayswater Acquisition [293]. - The Series F Preferred Stockholder is entitled to a 12% annual dividend, which may be paid in cash or shares of Common Stock, with the dividend rate increasing to 25% after six months post-maturity of the Amended & Restated Credit Agreement [294]. - As of September 30, 2025, the maximum redemption amount of the Series F Preferred Stock was adjusted to $158.7 million, resulting in a remeasurement of $20.0 million for the three months ended September 30, 2025 [297]. Hedging - The company executed a hedging program securing prices of $60.45 per barrel for the remainder of 2025 and $60.02 per barrel for 2026 and 2027 [233]. Derivatives - The realized gain on derivatives for the three months ended September 30, 2025, was $8.0 million, reflecting favorable changes in cash settlements during the period [255]. - The unrealized gain on derivatives for the three months ended September 30, 2025, was $1.0 million, driven by favorable changes in the fair value of open derivative contracts [256]. Discontinued Operations - The net loss from discontinued operations for the nine months ended September 30, 2025, decreased by $1.0 million compared to the same period in 2024, primarily due to the completion of the Crypto Sale [260].

Company Operations and Products - AgEagle's eBee fixed-wing drones have completed over one million flights in the past decade, serving various industries including agriculture and military [162] - In December 2022, AgEagle launched the eBee™ VISION, designed for intelligence, surveillance, and reconnaissance missions, with three European military forces accepting deliveries in 2023 [162] - The company acquired three market-leading firms in 2021, enhancing its capabilities in UAS airframes, sensors, and software, and successfully integrated them into a unified global operation in 2022 [154] - Approximately 70% of AgEagle's global workforce consists of engineers and data scientists, providing a competitive edge in robotics and automation [160] - The eBee X series of drones received design verification for BVLOS and OOP from EASA, allowing advanced operations across 27 European Member States [163] - The new RedEdge-P™ dual sensor, released in May 2023, enhances aerial imaging capabilities for environmental monitoring and vegetation analysis [162] - AgEagle aims to capture a significant share of the global drone market, focusing on agriculture, energy/utilities, and government/military sectors [159] - The company plans to grow through strategic acquisitions of technologically advanced UAS companies to enhance its market value proposition [161] Financial Performance - For the three months ended September 30, 2025, revenues decreased by 40.0% to $1,970,209 compared to $3,284,984 for the same period in 2024, primarily due to delays in national contracts and a decrease in SaaS revenue [169] - For the nine months ended September 30, 2025, revenues were $9,817,180, a decrease of 7.1% from $10,571,969 in 2024, with a notable decline in sensor sales by $1,867,916 attributed to seasonality and reduced marketing investment [170] - Gross profit for the three months ended September 30, 2025, was $758,977, down 53.6% from $1,634,267 in 2024, influenced by a shift in product sales mix [171] - General and administrative expenses increased by 18.0% to $2,229,820 for the three months ended September 30, 2025, primarily due to higher professional and legal fees [173] - Research and development expenses increased by 4.4% to $1,012,354 for the three months ended September 30, 2025, reflecting reinvestment in R&D staff [174] - Sales and marketing expenses rose by 5.5% to $671,579 for the three months ended September 30, 2025, driven by increased headcount and travel expenses [176] - Other income for the three months ended September 30, 2025, was $539,613, a significant improvement from other expenses of $1,598,594 in 2024, mainly due to reduced interest expenses and an employee retention tax credit refund [178] - The company reported a net loss of $2,615,163 for the three months ended September 30, 2025, an improvement of 24.4% compared to a net loss of $3,459,754 in 2024 [180] - As of September 30, 2025, cash on hand was $16,628,558, a substantial increase of 360.0% from $3,613,996 at the end of 2024 [182] - Cash provided by financing activities increased by 465.1% to $20,384,464 for the nine months ended September 30, 2025, due to higher net proceeds from warrant exercises and preferred stock issuance [185] Regulatory and Market Challenges - Regulatory challenges, including supply chain disruptions and economic uncertainties, continue to impact AgEagle's operational and financial performance [164]

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 _________________________ Fresh Vine Wine, Inc. (Former name, former address and former fiscal year, if changed since last report) Securiti ...

Revenue and Income - Recurring leasing revenue increased by 39% year-over-year, with a total of $9.9 million in the leasing segment for the nine months ended September 30, 2025, compared to $7.1 million in the same period in 2024[5] - Operating revenues rose by 83.1% to $14.9 million for the nine months ended September 30, 2025, up from $8.2 million in the same period in 2024[5] - Adjusted EBITDA improved by $1.7 million, reaching $1.6 million for the nine months ended September 30, 2025, compared to a loss of $0.1 million in the same period in 2024[5] - The land development and sales segment's net operating income increased by 203.9%, achieving $0.5 million compared to a loss of $0.5 million for the nine months ended September 30, 2024[5] - The leasing segment's net operating income improved by 21.5%, totaling $4.5 million compared to $3.7 million for the nine months ended September 30, 2024[5] Cash and Assets - Cash and Investments Convertible to Cash decreased to $5.0 million as of September 30, 2025, down from $9.5 million at December 31, 2024[6] - Total assets decreased from $50,139,000 on December 31, 2024, to $45,839,000 on September 30, 2025, representing a decline of approximately 8.6%[17] - Current assets fell from $15,127,000 to $10,121,000, a decrease of about 33.1%[17] - Cash and cash equivalents decreased from $6,835,000 on December 31, 2024, to $4,926,000 on September 30, 2025, a reduction of about 28.0%[19] - Investments decreased from $2,687,000 to $120,000, a decline of approximately 95.5%[19] Losses and Liabilities - GAAP net loss increased to $9.4 million, or $0.48 per share, for the nine months ended September 30, 2025, compared to a net loss of $5.5 million, or $0.28 per share, for the same period in 2024[6] - Net loss for the nine months ended September 30, 2025, was $9,399,000, compared to a net loss of $5,484,000 for the same period in 2024, indicating an increase in losses of approximately 71.5%[19] - Total current liabilities decreased from $11,197,000 to $7,347,000, a decline of approximately 34.5%[17] - Long-term liabilities decreased from $5,761,000 to $4,770,000, a reduction of approximately 17.2%[17] - The company reported a pension and other post-retirement expense of $6,914,000 for the nine months ended September 30, 2025, compared to $234,000 in the same period of 2024, indicating a significant increase[19] Business Developments - The company launched a new agriculture venture, planting 15,000 blue weber agave plants on 25 acres of underutilized croplands in Upcountry, Maui[5] - The company fulfilled its largest remaining legacy obligation by funding and terminating the qualified pension at an expense of $6.9 million[5] - The company is currently marketing five additional land parcels for sale to enhance liquidity and support ongoing development projects[5] Stockholders' Equity - Total stockholders' equity increased slightly from $33,181,000 to $33,722,000, an increase of about 1.6%[17]

Revenue Performance - Total revenue for the three months ended September 30, 2025, was $65,625, a 108% increase from $31,500 in the same period in 2024[100] - For the nine months ended September 30, 2025, total revenue was $119,025, an increase of $51,805 from $67,220 in the same period in 2024[108] Profitability and Loss - Gross margin for the same quarter was $21,288, compared to $9,450 in the prior year, reflecting improved profitability[100] - The net loss for the three months ended September 30, 2025, was $1,033,056, compared to a net loss of $2,268,597 in the same period last year[100] Expenses - Research and development expenses decreased to approximately $203,444 in Q3 2025 from $326,361 in Q3 2024, a reduction of about 37%[104] - General and administrative expenses were approximately $836,187 for Q3 2025, down from $1.9 million in Q3 2024, a decrease of approximately 56%[107] - Research and development expenses for the nine months ended September 30, 2025, totaled approximately $3.5 million, up from $2.9 million in the comparable period in 2024[111] - Gross research and development spending for the nine months ended September 30, 2025, was approximately $710,000, a decrease of $2.2 million from the same period in 2024[112] - Labor and other internal expenses decreased to $643,628 in 2025 from $2,855,500 in 2024, primarily due to a reduction in non-cash compensation[113] - General and administrative expenses were approximately $3.4 million for the nine months ended September 30, 2025, down from $8.9 million in the prior year, reflecting a decrease of approximately $5.5 million[115] Cash Flow and Liquidity - The company incurred cash used in operating activities of $2.2 million for the nine months ended September 30, 2025, a decrease of $1.2 million from the comparable prior year period[125] - Financing activities generated approximately $688,000 in the nine months ended September 30, 2025, a decrease of approximately $2.3 million from $3.3 million in the prior year[127] - As of September 30, 2025, the company had cash of $57,222, indicating a critical liquidity position[116] - The company estimates a cash requirement of approximately $6.0 million over the next 12 months to fund basic operations, excluding research and development[128] Funding and Agreements - The company entered into a Convertible Loan Agreement for $250,000 at an interest rate of 10%, with a term of 24 months, as part of a $2 million unsecured convertible note program[118] - The company has entered into twenty-one License Co-Development Participation Agreements for an aggregate of $2,985,000, providing a 44.775% revenue share from licensing fees[119] - The company has substantial doubt about its ability to continue as a going concern without securing additional funding[122] Product Marketing - ZIVO's algal biomass is being marketed under the brand Zivolife®, focusing on the North American green powder food market[96] - The company plans to leverage its GRAS study and cGMP audit record to support the sale of its algal biomass as a dietary supplement[101]