OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Special Financial Report Pursuant to Rule 15d-2 of the Securities Exchange Act of 1934, as amended, reporting Financial Statements for the fiscal year ended June 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 _____________. OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATIO ...

Real Estate Portfolio - As of September 30, 2025, the real estate portfolio consisted of 27 assets, with 12 office properties totaling approximately 1.3 million rentable square feet at 69.8% occupancy[221] - The four multifamily properties were 85.3% occupied as of September 30, 2025[221] - The company intends to increase focus on premier multifamily properties while maintaining a presence in creative office assets[222] - CIM Group's operations emphasize local market knowledge to mitigate risks associated with real estate acquisitions[226] Financial Performance - Total revenues for the three months ended September 30, 2025, were $26.234 million, a decrease of 8.3% compared to $28.616 million for the same period in 2024[247] - Net loss for the three months ended September 30, 2025, was $12.586 million, an increase of 19.0% from a net loss of $10.576 million in 2024[247] - Funds from Operations (FFO) attributable to common stockholders for the three months ended September 30, 2025, was $(11.124) million, an improvement of approximately $17.3 million compared to $(28.420) million in 2024[251] - Total revenues for the nine months ended September 30, 2025, were $88.2 million, a decrease of $8.8 million or 9.1% compared to $97.1 million for the same period in 2024[275] - Net loss for the nine months ended September 30, 2025, was $28.0 million, compared to a net loss of $15.3 million for the same period in 2024, an increase of 82.7%[275] - FFO attributable to common stockholders was $(24.4) million for the nine months ended September 30, 2025, an improvement of $13.2 million compared to $(37.6) million for the same period in 2024[279] Revenue Breakdown - Office revenue decreased to $12.5 million for the three months ended September 30, 2025, down from $13.8 million for the same period in 2024, a decline of 9.4%[255] - Hotel revenue increased to $7.6 million for the three months ended September 30, 2025, compared to $7.1 million for the same period in 2024, an increase of 7.0%[256] - Multifamily revenue decreased to $3.9 million for the three months ended September 30, 2025, down from $4.8 million for the same period in 2024, a decline of 18.8%[257] - Lending revenue was $2.2 million for the three months ended September 30, 2025, compared to $2.7 million for the same period in 2024, a decrease of 18.5%[259] - Office revenue decreased to $37.4 million for the nine months ended September 30, 2025, down 12.1% from $42.5 million in the same period of 2024[283] - Hotel revenue increased to $31.9 million for the nine months ended September 30, 2025, up 2.4% from $31.2 million in the same period of 2024[284] - Multifamily revenue decreased to $11.9 million for the nine months ended September 30, 2025, down 20.4% from $15.0 million in the same period of 2024[286] - Lending revenue decreased to $6.7 million for the nine months ended September 30, 2025, down 15.7% from $7.9 million in the same period of 2024[287] Occupancy and Rent Metrics - Occupancy rate for the multifamily portfolio as of September 30, 2025, was 85.3%, down from 92.0% in 2024[237] - Monthly rent per occupied unit in the multifamily portfolio was $2,508 as of September 30, 2025, compared to $2,555 in 2024[237] - Hotel occupancy for the nine months ended September 30, 2025, was 75.7%, an increase from 71.4% in 2024[238] - Average Daily Rate (ADR) for the hotel was $209.93 for the nine months ended September 30, 2025, compared to $203.98 in 2024[238] Cash Flow and Expenses - Net cash provided by operating activities was $2.5 million for the nine months ended September 30, 2025, a decrease from $15.9 million in the same period of 2024[304] - Net cash used in investing activities decreased to $9.3 million for the nine months ended September 30, 2025, compared to $14.7 million in the same period of 2024[305] - Net cash provided by financing activities was $2.2 million for the nine months ended September 30, 2025, compared to net cash used of $9.4 million in the same period of 2024[306] - Total expenses increased to $114.3 million for the nine months ended September 30, 2025, up from $111.4 million for the same period in 2024, an increase of 2.6%[275] Debt and Financing - As of September 30, 2025, the company had mortgage loan agreements with outstanding balances of $475.8 million, maturing between June 7, 2026, and January 11, 2030[319] - The company executed a one-year extension on the $66.3 million 1150 Clay Mortgage, maturing on June 7, 2026, and intends to refinance it[320] - The Channel House Mortgage was extended through January 31, 2027, after a repayment of $6.0 million, reducing its balance from $87.0 million to $81.0 million[321] - The Lending Division Revolving Credit Facility has an outstanding debt of $9.3 million as of September 30, 2025, with an effective interest rate of 7.19%[325] - As of September 30, 2025, 82.3% of the company's debt, amounting to $439.5 million, was fixed rate borrowings, while 17.7%, or $94.4 million, was floating rate borrowings[343] Preferred Stock and Dividends - As of September 30, 2025, the company issued a total of 12,040,878 shares of Series A1 Preferred Stock, 8,251,657 shares of Series A Preferred Stock, and 56,857 shares of Series D Preferred Stock, raising aggregate net proceeds of $459.1 million after commissions, fees, and allocated costs[330] - The company redeemed 4,799,446 shares of Series A Preferred Stock, 3,148,815 shares of Series A1 Preferred Stock, and 8,410 shares of Series D Preferred Stock as of September 30, 2025[333] - Cumulative cash dividends for Series A1 Preferred Stock are set at an annual rate of 6.0%, while Series A Preferred Stock and Series D Preferred Stock have rates of 5.50% and 5.65%, respectively[331] - The company expects to pay dividends on Preferred Stock in arrears on a monthly basis, subject to operational results and other factors[332] - The company plans to continue satisfying some or all redemption requests for Preferred Stock in shares of Common Stock during 2025, when legally permitted[333] - The company has suspended its offering of Series A1 Preferred Stock as of September 30, 2025[329] Asset Management and Strategy - The strategy includes leveraging investor relationships to execute on the investment pipeline using an asset-light approach[223] - The company regularly evaluates each asset within its portfolio for potential dispositions to redeploy proceeds into higher-return assets[224] - The company entered into an agreement to sell its lending business for approximately $44 million, expecting net proceeds of about $31 million upon closing[243] Renovation and Development Projects - The 1910 Sunset Joint Venture, in which the company holds a 44% interest, is nearing completion of a project to build 36 multifamily units at an estimated cost of $14.7 million, with the company's share expected to be $6.5 million[310] - The 4750 Wilshire Joint Venture, with a 20% ownership interest, has incurred total costs of $28.6 million for converting an office property into 68 multifamily units, with an expected total completion cost of $31.4 million[311] - Total costs incurred for the Rooms Renovation Project at the Sheraton Grand Hotel reached $21.5 million as of September 30, 2025, with an additional $11.6 million estimated for the Lobby Renovation Project[312]

Financial Performance - Total revenue for the three months ended September 30, 2025, was $7,345, a decrease of $1,077 or 13% compared to $8,422 in the same period of 2024, primarily due to reduced CDC revenue for XpresTest[136] - Total revenue for the nine months ended September 30, 2025, was $22,056 million, a decrease of $4,374 million or 17% compared to $26,430 million in 2024[145] - Total cost of sales for the three months ended September 30, 2025, was $5,852, a decrease of $517 or 8% from $6,369 in 2024, driven by lower product costs and reduced labor due to store closures[137] - Total cost of sales for the nine months ended September 30, 2025, was $17,470 million, a decrease of $1,163 million or 6% compared to $18,633 million in 2024[146] - General and administrative expenses for the nine months ended September 30, 2025, were $10,144 million, a decrease of $5,165 million or 34% compared to $15,309 million in 2024[149] - Interest income for the nine months ended September 30, 2025, increased by $387 million to $695 million, primarily due to interest paid towards employee retention credits[153] - Foreign exchange loss for the nine months ended September 30, 2025, was $1,127 million, an increase of $917 million compared to $210 million in 2024[150] Asset and Impairment - Depreciation and amortization for the three months ended September 30, 2025, was $221, a decrease of approximately $31 or 12% compared to $252 in 2024, due to fewer long-lived assets available for depreciation[138] - The impairment of long-lived assets for the nine months ended September 30, 2025, was $122, primarily due to impairments recognized in the current period[139] Strategic Initiatives - XWELL acquired Naples Wax Center on September 12, 2023, for a purchase price of $1,624, aiming to expand its wellness platform beyond airport services[126] - XpresTest's revenue from a renewed program with the CDC is estimated to reach $15,100, following a three-year contract valued at $22.2 million[125] - As of September 30, 2025, XWELL operated 17 domestic and 11 international XpresSpa locations, enhancing its global presence[120] - The company plans to expand its retail strategy by adding more products and aligning them with service offerings, such as muscle relaxation patches[127] - XWELL aims to build capabilities for delivering health and wellness services outside of airports, which is seen as a key growth strategy[128] Financial Position and Concerns - The company reported a working capital surplus of $758 million as of September 30, 2025, down from $6,113 million as of December 31, 2024[154] - The company has expressed substantial doubt about its ability to continue as a going concern due to recurring losses and insufficient liquidity[154] - The company is pursuing strategic partnerships to strengthen long-term profitability and improve its cash position[155] - The company must raise additional equity or debt capital to fund future operations, with no assurance of success in doing so[157] Debt and Financial Instruments - An Exchange Agreement was entered into on November 3, 2025, involving the exchange of approximately $1.6 million in Series G Preferred Stock for $3.4 million in senior secured convertible notes[129] - The company issued Senior Secured Convertible Notes on November 5, 2025, with an interest rate of 8.0% per annum, maturing in three years and four months[161] - The Company is required to maintain unencumbered cash and cash equivalents of at least $1,000,000 and deposit $1,350,000 into a segregated account[166] - The fair value of the bifurcated embedded derivative related to convertible preferred stock was estimated using a Monte Carlo simulation model[170] - The Company does not use derivative financial instruments to hedge exposures to cash-flow, market, or foreign-currency risks[169] - The Company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms[171] - The fair value of the warrant liability was estimated using the Black Scholes Model, considering various weighted average assumptions[171] - There have been no material changes to the Company's critical accounting estimates from the previous report[169] Market and Economic Conditions - Ongoing geopolitical conflicts may adversely impact macroeconomic conditions and contribute to increased market volatility[172] - The number of airline travelers is volatile and subject to change based on various conditions, including travel fare prices and oil prices[172] - The Company has not identified any trends, events, or uncertainties likely to materially affect its financial condition, other than those discussed[173] - Changes in U.S. policy and government actions may impact the U.S. and global economy, tariffs, and international trade[173]

Product Development and Approval - YCANTH (VP-102) was approved by the FDA in July 2023 for the treatment of molluscum contagiosum in patients aged two years and older [131]. - The company launched YCANTH (VP-102) commercially in August 2023, supported by a specialized sales team of 36 representatives [132]. - The company plans to expand its sales force to 50 representatives by 2026 and launch YCANTH Rx in Q4 2025 to streamline prescription processes [133]. - The Phase 3 program for YCANTH (VP-102) targeting common warts is expected to begin dosing the first patient in Q4 2025 [134]. - The company received positive feedback from the European Medicines Agency for filing a Marketing Authorization Application for YCANTH (VP-102) in the EU [135]. - VP-315 is being developed for basal cell carcinoma, with two Phase 3 studies planned, each involving approximately 100 subjects [136]. Financial Performance - Total revenue for the three months ended September 30, 2025, was $14.3 million, a decrease of $1.8 million from $16.1 million in the same period of 2024 [160]. - Product revenue, net increased to $3.6 million for the three months ended September 30, 2025, compared to a negative $1.9 million in 2024, primarily due to increased deliveries of YCANTH [161]. - License and collaboration revenue rose significantly to $10.7 million for the three months ended September 30, 2025, from $0.1 million in 2024, driven by a $10.0 million milestone payment from Torii [162]. - For the nine months ended September 30, 2025, total revenue was $30.5 million, an increase of $23.3 million from $7.2 million in 2024 [172]. - Product revenue, net for the nine months ended September 30, 2025, was $11.6 million, up from $6.3 million in 2024, attributed to increased deliveries of YCANTH [173]. - License and collaboration revenue for the nine months ended September 30, 2025, reached $18.9 million, compared to $1.0 million in 2024, mainly from milestone payments from Torii [174]. Expenses and Losses - Selling, general and administrative expenses decreased to $9.4 million for the three months ended September 30, 2025, down from $16.1 million in 2024, reflecting lower commercial activity costs [165]. - Research and development expenses were $2.2 million for the three months ended September 30, 2025, a slight decrease from $2.4 million in 2024 [166]. - Selling, general and administrative expenses for the nine months ended September 30, 2025, were $27.1 million, down from $48.9 million in 2024, due to reduced commercial activities [177]. - Research and development expenses for the nine months ended September 30, 2025, totaled $6.3 million, a decrease from $10.7 million in 2024, primarily due to lower clinical trial costs [179]. - Interest expense decreased to $6.4 million for the nine months ended September 30, 2025, down from $7.1 million in the same period of 2024, due to a lower outstanding principal balance under the Credit Agreement [182]. - The company has incurred significant operating losses and expects to continue doing so for the foreseeable future, raising substantial doubt about its ability to continue as a going concern [195][197]. Cash and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $21.1 million, with an accumulated deficit of $316.8 million [141]. - The company is obligated to maintain a liquidity of at least $10.0 million under its Credit Agreement [139]. - The company entered into a Credit Agreement on July 26, 2023, borrowing $50.0 million, with net proceeds of approximately $44.1 million after fees [186]. - The company is obligated to maintain a liquidity of at least $10.0 million under the Credit Agreement, with a waiver for certain financial statement qualifications until the end of 2025 [187]. - Net cash used in operating activities was $13.0 million for the nine months ended September 30, 2025, compared to $44.9 million in the same period of 2024, indicating a significant reduction in cash outflow [189][190]. - Net cash used in financing activities was $12.2 million for the nine months ended September 30, 2025, primarily due to debt repayment related to the Credit Agreement [193]. - The company may receive up to $25.0 million from the exercise of Series A Warrants, which could provide additional liquidity in 2025 [195].

UNITED STATES 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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 420 Lexington Ave, Suite 2446 New York, NY 10170 (Address of principal executive offices an ...

UNITED STATES 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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41890 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Isla ...

Revenue Performance - Revenue for Q3 2025 was $4,494,932, representing a 20.3% increase from $3,736,672 in Q3 2024[117] - Import-related revenue surged to $1,576,960, a 114.6% increase compared to $734,691 in Q3 2024[118] - Revenue from scrap metal increased by 115.9%, reaching $716,097, up from $331,681 in the prior-year quarter[119] - Revenue for the nine months ended September 30, 2025, was $12,275,466, a 1% increase from $12,167,956 in 2024, primarily driven by higher volumes in import, metal, and log commodity transport[129] - Import revenue increased by 30.6% to $3,679,425, attributed to strategic client acquisition and a new versatile chassis fleet[131] - Scrap metal revenue rose by 58.5% to $1,397,093, driven by increased scrap generation and recycling activity[132] Expenses and Losses - General and administrative expenses rose by 527% to $5,600,635, primarily due to professional fees and stock-based compensation of $3,781,000[124] - Net loss for Q3 2025 was $4,146,657, a significant increase from a net loss of $27,522 in Q3 2024[126] - General and administrative expenses surged by 357% to $8,550,152, primarily due to professional fees from going public and stock-based compensation of $4,766,550[138] - Net loss for the nine months ended September 30, 2025, was $(6,206,653), a significant increase from a net income of $227,686 in 2024, largely due to increased general and administrative expenses[140] Operational Highlights - The company secured a partnership with a New Jersey freight broker, expected to generate over $2.1 million in additional revenue in 2025[112] - A memorandum of understanding was executed with the Chancay, Peru municipality to explore logistics improvements, with potential container volume exceeding major U.S. ports[112] - The company expanded import logistics through a partnership with a Vietnamese freight company, projected to drive 30% year-over-year revenue growth in 2025[112] - Total Number of Loads Completed (NLC) decreased by 2.6% to 16,669, with notable declines in Waste Paper and Plastic, while Metal and Import segments showed growth[149] Cash Flow and Financing - Cash at the end of the period was $463,352, down from $557,619 at the beginning of the period, reflecting net cash used in operations of $(1,584,551)[150] - Cash used in investing activities increased significantly to $(6,262,944) due to purchases of property and equipment and issuance of notes receivable[154] - The company anticipates that current cash levels will be sufficient for at least the next 12 months, but may require additional resources for future expansions or acquisitions[151] - Financing activities generated net cash of $7,753,228 for the nine months ended September 30, 2025, an increase of $7,335,356 compared to $417,872 for the same period in 2024[155] - The company intends to fund its contractual obligations of $573,538 as of September 30, 2025, with working capital, with $306,024 due in the following quarter[156] Initial Public Offering (IPO) - The initial public offering (IPO) on January 23, 2025, raised total gross proceeds of $10,000,000, resulting in net proceeds of approximately $8.28 million after expenses[159] - The company issued 2,500,000 shares at a purchase price of $3.72 per share, which is 93% of the public offering price of $4.00[157] - The IPO Registration Statement included an additional 375,000 shares available for sale upon full exercise of the underwriters' over-allotment option, which expired unexercised[161] Accounts Receivable and Credit Losses - As of September 30, 2025, accounts receivable net balance was $1,512,449, up from $1,203,001 as of December 31, 2024, with an allowance for credit losses of $123,371[166] - The company has adopted the current expected credit loss model to estimate expected credit losses based on specific accounts and customer payment ability[166] - The company has not recognized any amounts from uncertain tax positions for the nine months ended September 30, 2025 and 2024[170] Revenue Recognition - Revenue is recognized at the point in time when truckload services are completed, with no contract liability balances except for amounts billed before service[165] - The company has no off-balance sheet arrangements that could impact its financial condition[162]

Product Development and Regulatory Approvals - Tivic Health's lead product candidate, Entolimod™, is in late-stage development for treating acute radiation syndrome (ARS) and has received Fast Track and Orphan Drug designations from the FDA[183]. - Tivic Health has invested over $140 million in Entolimod and Entolasta, including $35.6 million from various government agencies, and plans to initiate Phase 2 clinical studies for oncology-related indications[188]. - The company plans to validate the manufacturing process for Entolimod to submit a biologics license application (BLA) to the FDA, which is crucial for marketing the product in the U.S.[189]. - The FDA has granted Entolimod designations to mitigate the likelihood of death following a potential lethal dose of total body ionization during radiation disasters[188]. - The company plans to increase investments in manufacturing and regulatory processes for product candidates Entolimod and Entolasta as it prepares to seek a Biologics License Application (BLA) from the FDA[229]. Financial Performance and Revenue - For the three months ended September 30, 2025, revenue increased by $20 thousand, or 16%, compared to the same period in 2024, primarily due to a 40% increase in the number of units sold[206]. - For the nine months ended September 30, 2025, revenue decreased by $298 thousand, or 50%, compared to the same period in 2024, primarily due to a 45% decrease in the number of units sold[207]. - The company expects revenues to decrease significantly as it plans to exit the consumer business by the end of the year[208]. - Cash used in operating activities for the nine months ended September 30, 2025, was $4.7 million, primarily due to a net loss of $6.0 million, offset by non-cash charges of $857 thousand[244]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $6.7 million, including proceeds from the sale of common stock and Series B Preferred Stock[247]. Expenses and Financial Challenges - Cost of sales for the three months ended September 30, 2025, increased by $209 thousand, or 255%, compared to the same period in 2024, primarily due to a $230 thousand inventory reserve for excess and obsolete inventory[210]. - Research and development expenses increased by $436 thousand for the three months ended September 30, 2025, and by $868 thousand for the nine months ended September 30, 2025, primarily due to the addition of the biopharma program[215]. - General and administrative expenses increased by $246 thousand for the three months ended September 30, 2025, and by $521 thousand for the nine months ended September 30, 2025, driven by increased employee-related costs and legal fees[220][221]. - The company incurred an accumulated deficit of $49.6 million through September 30, 2025, and expects to continue incurring losses in the future as it expands research and development activities[236]. - The company anticipates that its cash and financial resources may be insufficient to meet anticipated needs for the next twelve months, raising substantial doubt about its ability to continue as a going concern[236]. Strategic Changes and Business Focus - The company has shifted focus from its consumer health business to advancing its biologic pipeline, leading to the discontinuation of the ClearUP device by year-end[184][186]. - The company plans to wind down its consumer health business, which is expected to lead to a decline in revenue until regulatory approval is obtained for new product candidates[230]. - The company may consider strategic acquisitions or licensing opportunities that align with its growth plan, which could require a substantial portion of its cash reserves[235]. Operational and Market Conditions - The ongoing geopolitical conflicts, including those in Ukraine and Israel, have led to increased economic uncertainty and volatility in capital markets, potentially impacting the company's operations[249][255][256]. - Supply chain disruptions in 2022 resulted in increased inventory balances, with material reserves expected in 2024 and 2025 due to ongoing shortages and financial stress of contract manufacturers[250][251]. - Inflation has significantly increased in 2024, affecting costs related to products, interest rates, and transportation, which may impact future operating results[259]. - The recent prolonged shutdown of the U.S. federal government has created challenges in forecasting future revenues and financial results due to increased economic volatility[257]. - The company is considering alternative contract manufacturers due to the financial instability of its current contract manufacturer, which may affect production timelines[268]. Agreements and Funding - The company has entered into an Equity Purchase Agreement allowing it to sell up to $25 million in common stock over 24 months, with gross proceeds of $783 thousand from 235,792 shares sold as of September 30, 2025[195]. - A Preferred Purchase Agreement has been established for the sale of up to 8,400 shares of Series B Non-Voting Convertible Preferred Stock, generating gross proceeds of $4.9 million from four tranche closings[196]. - The company closed multiple tranches of funding under the Preferred Purchase Agreement, raising a total of $8.4 million, with net proceeds from various tranches totaling approximately $4.8 million[226]. Miscellaneous - The company has not entered into any off-balance sheet arrangements, maintaining a straightforward financial structure[260]. - Significant accounting policies and estimates are detailed in Note 2 of the condensed financial statements[271]. - Recent accounting pronouncements are also described in Note 2 of the condensed financial statements[272]. - There are no applicable quantitative and qualitative disclosures about market risk[273].

Financial Performance - For Q3 2025, the company's revenues were $5.8 million, a decrease of 50% compared to $11.5 million in Q3 2024, primarily due to unfavorable order timing[6] - The net loss for Q3 2025 was $4.9 million, compared to a net profit of $1.3 million in Q3 2024, with an adjusted net loss of $2.8 million excluding non-cash items[14] - For the nine months ended September 30, 2025, revenues decreased 53% to $19.2 million compared to $40.9 million in the same period in 2024[8] - Total revenue for Q3 2025 was $5,788,000, a decrease of 49.5% compared to $11,482,000 in Q3 2024[29] - Net loss for Q3 2025 was $4,870,000, compared to a net income of $1,297,000 in Q3 2024[29] Gross Margin and Operating Expenses - The company achieved a gross margin of -1% for Q3 2025, compared to 11% in Q3 2024, resulting in a gross loss of $28 thousand[9] - Operating expenses for Q3 2025 were $4.8 million, compared to a credit of $50 thousand in Q3 2024, with adjusted operating expenses excluding non-cash items at $3.6 million, a 30% improvement year-over-year[12] - Gross loss for Q3 2025 was $28,000, compared to a gross income of $1,231,000 in Q3 2024[29] - Operating expenses for Q3 2025 were $4,844,000, significantly higher than the negative operating expenses of $51,000 in Q3 2024[29] - Non-GAAP gross margin for Q3 2025 was 13%, down from 18% in Q3 2024[32] Assets and Liabilities - Total assets as of September 30, 2025, were $44,601,000, down from $61,459,000 as of December 31, 2024[27] - Total liabilities as of September 30, 2025, were $18,080,000, a decrease from $20,171,000 as of December 31, 2024[27] - Stockholders' equity decreased to $26,521,000 as of September 30, 2025, from $41,288,000 as of December 31, 2024[27] Future Outlook and Strategic Initiatives - The company expects future revenue growth and improved fixed overhead absorption as it continues to recognize synergies from acquisitions[11] - The company opened offices in the Middle East and entered the MEA market through a joint venture, deploying products in Abu Dhabi and Jordan[7] - The company has a contracted backlog of $8 million and remains debt-free with a $100 million unused line of credit[7] - The gross margin for the nine months ended September 30, 2025, was 10%, compared to 12% for the same period in 2024, with an adjusted gross margin of 22% excluding non-cash items[10] - The company reported an impairment of goodwill of $10,780,000 for the nine months ended September 30, 2025[29]

Financial Performance - For Q3 2025, the Company's revenues were $5.8 million, a decrease of 50% from $11.5 million in Q3 2024, primarily due to unfavorable order timing[6] - The net loss for Q3 2025 was $4.9 million, compared to a net profit of $1.3 million in Q3 2024, with an adjusted net loss of $2.8 million excluding non-cash items[14] - For the nine months ended September 30, 2025, revenues decreased 53% to $19.2 million compared to $40.9 million in the same period in 2024[8] - Total revenues for Q3 2025 were $5,788,000, a decrease of 49.5% compared to $11,482,000 in Q3 2024[29] - Net loss for Q3 2025 was $(4,870,000), compared to a net income of $1,297,000 in Q3 2024[29] Gross Margin and Operating Expenses - The Company achieved a gross margin of -1% for Q3 2025, compared to 11% in Q3 2024, resulting in a gross loss of $28 thousand[9] - Operating expenses for Q3 2025 were $4.8 million, compared to a credit of $50 thousand in Q3 2024, with adjusted operating expenses excluding non-cash items at $3.6 million, a 30% improvement year-over-year[12] - Gross loss for Q3 2025 was $(28,000), compared to a gross income of $1,231,000 in Q3 2024[29] - Operating expenses for Q3 2025 were $4,844,000, significantly higher than $(51,000) in Q3 2024[29] - Non-GAAP gross profit for Q3 2025 was $739,000, with a non-GAAP gross margin of 13%[32] Assets and Liabilities - Total assets as of September 30, 2025, were $44,601,000, down from $61,459,000 as of December 31, 2024[27] - Total liabilities as of September 30, 2025, were $18,080,000, compared to $20,171,000 as of December 31, 2024[27] - Stockholders' equity decreased to $26,521,000 as of September 30, 2025, from $41,288,000 as of December 31, 2024[27] International Expansion - The Company opened offices in the Middle East and entered the MEA market through a joint venture, deploying products in Abu Dhabi and Jordan[7] - Beam Global's international revenues grew to 39% of total revenues for the first nine months of 2025, compared to 20% for the same period in 2024[8] Goodwill Impairment - The company reported an impairment of goodwill of $10,780,000 for the nine months ended September 30, 2025[29]