Insider Trading Policy - The Company has adopted an Insider Trading Policy to prevent insider trading and tipping among its directors, officers, and employees[3]. - Violations of the Insider Trading Policy may result in disciplinary actions, including immediate termination and civil or criminal penalties[4]. - The Policy covers all transactions in the Company's securities, including common stock, options, and other types of securities[6]. - Insiders are prohibited from trading in Company Securities while aware of material nonpublic information[15]. - Section 16 Persons must obtain prior approval for all trades in Company Securities from the Compliance Officer[9]. - Trading windows are established for Section 16 Persons and Designated Employees, commencing two business days after public disclosure of financial results[23]. - The Compliance Officer is designated as the Insider Trading Compliance Officer, responsible for reviewing and approving trades[38]. - Insiders may implement a 10b5-1 Plan to trade in Company Securities under specific conditions, including prior approval from the Compliance Officer[32]. - Any Insider who knows of a violation of the Policy must report it immediately to the Compliance Officer[36]. - The Compliance Officer is responsible for determining potential violations of insider trading policies and reporting to the Audit Committee if a violation is concluded or cannot be ruled out[40]. - The Policy requires monitoring and enforcing compliance with all provisions and procedures related to insider trading[41]. - Special trading blackout periods will be designated during which Insiders may not trade in Company Securities[43]. - The Compliance Officer will oversee the training of new and existing personnel on the requirements of the insider trading policy[41]. - Recommendations for revisions to the insider trading policy will be proposed to the board of directors as necessary[43]. - The Company will maintain records of all documents required by the insider trading policy and related SEC reports[43]. - The Compliance Officer may designate individuals to perform duties in their absence[42]. - The Company will ensure that human resources collects and maintains required certifications of employee receipt of the insider trading policy[43]. - The Compliance Officer will respond to inquiries related to the insider trading policy and its procedures[43]. - The Company will administer, monitor, and enforce compliance with all federal, state, and SRO insider trading statutes and regulations[43].

Financial Performance - Total revenues for the three months ended September 30, 2025, were $6,195,000, a slight increase from $6,128,000 in the same period of 2024, representing a growth of 1.1%[20] - Gross profit for the nine months ended September 30, 2025, was $7,340,000, compared to $6,372,000 for the same period in 2024, indicating an increase of 15.2%[20] - Operating loss for the three months ended September 30, 2025, was $3,140,000, slightly improved from a loss of $3,174,000 in the same period of 2024[20] - Net loss for the three months ended September 30, 2025, was $3,170,000, compared to a net loss of $3,084,000 for the same period in 2024, reflecting a 2.8% increase in losses[20] - For the nine months ended September 30, 2025, the company reported a net loss of $14.6 million, compared to a net loss of $13.7 million for the same period in 2024[24] - The company reported a net financial income of $8,000 for the nine months ended September 30, 2025, compared to $495,000 in 2024[94] - The company reported a net cash flow of $(4.748) million for the nine months ended September 30, 2025, compared to $(17.778) million for the same period in 2024[161] Assets and Liabilities - Total current assets decreased to $17,346,000 as of September 30, 2025, down from $21,294,000 as of December 31, 2024, a decline of 18.5%[16] - Total liabilities decreased to $10,413,000 as of September 30, 2025, compared to $11,638,000 as of December 31, 2024, a reduction of 10.5%[18] - Shareholders' equity as of September 30, 2025, was $12,755,000, down from $18,849,000 as of December 31, 2024, indicating a decrease of 32.5%[18] - The company’s cash and cash equivalents as of September 30, 2025, totaled $2.0 million, a decrease from $10.7 million at the end of the same period in 2024[29] - Trade receivables as of September 30, 2025, were $6,126,000, an increase from $6,004,000 as of December 31, 2024[51] - The company has non-cancelable purchase commitments amounting to approximately $7.5 million as of September 30, 2025[68] - The company has contractual obligations totaling $7.737 million as of September 30, 2025, with $7.490 million due within one year[166] Cash Flow and Financing - The negative operating cash flow for the nine months ended September 30, 2025, was $13.3 million, an improvement from $17.7 million for the same period in 2024[29] - The company raised approximately $8.4 million in net cash from financing activities during the nine months ended September 30, 2025, primarily from offerings in January and June 2025, and the ATM program[164] - The company sold 1,146,629 and 2,110,747 shares under the ATM program for total gross proceeds of approximately $0.7 million and $1.9 million, respectively, during the three and nine months ended September 30, 2025[155] - The company secured a $3.0 million loan from Oramed Ltd. to support ongoing operations and strategic initiatives[119] - As of September 30, 2025, the company had $3.0 million outstanding under a loan agreement with Oramed, secured by cash and accounts receivable[160] - The company anticipates continuing operating losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern for at least 12 months from the issuance of the financial statements[29] Research and Development - Research and development expenses for the three months ended September 30, 2025, were $721,000, down from $998,000 in the same period of 2024, a decrease of 27.8%[20] - Research and development expenses for the three months ended September 30, 2025, decreased by $0.3 million, or 27.8%, to $0.7 million compared to the same period in 2024[128] - The company is in the research stage of the ReBoot device, which received Breakthrough Device Designation from the FDA in November 2021, although further investment has been paused pending clinical and commercial evaluations[107] Product and Market Development - The company completed the acquisition of AlterG, Inc. on August 11, 2023, which is now a wholly owned subsidiary and has been rebranded as LCAI[27] - The company has developed the ReStore Exo-Suit device, which began commercialization in June 2019, aimed at rehabilitation for individuals with lower limb disabilities[26] - The AlterG Anti-Gravity systems are utilized in over 4,000 facilities globally across more than 40 countries, enhancing the company's market presence[105] - The company received CE mark approval for the ReWalk 7 Personal Exoskeleton, enabling commercial sales in Europe, which currently represents approximately 40% of the company's exoskeleton sales[119] - The company finalized an agreement with BARMER in February 2025 to formalize the reimbursement process for the provision of ReWalk exoskeletons to eligible beneficiaries in Germany[114] Shareholder Information - The company issued 1,146,629 ordinary shares under at-the-market offerings, net of issuance costs of $44, resulting in an increase in additional paid-in capital[22] - The Company approved a one-for-seven reverse share split, reducing the number of outstanding ordinary shares from approximately 60.1 million to about 8.6 million[76] - As of September 30, 2025, the Company has a contingent liability to the IIA amounting to $1.6 million, with royalty payments contingent on actual sales[72] - The company has 8,486,475 warrants outstanding as of September 30, 2025, with various exercise prices ranging from $0.65 to $52.50[85] Compliance and Governance - The company received a deficiency letter from Nasdaq due to the closing bid price of its ordinary shares being below $1.00 for 30 consecutive business days, risking potential delisting if compliance is not re-achieved by February 2, 2026[150] - Certifications of the Principal Executive Officer and Principal Financial Officer were filed in accordance with the Sarbanes-Oxley Act[190] - The report was signed by the President and Chief Executive Officer, William Mark Grant, and the Chief Financial Officer, Almog Adar, on November 14, 2025[190]

Revenue Performance - Revenues for the three months ended September 30, 2025, were $7,762,183, an increase of $3,075,871 (65.6%) compared to $4,686,312 for the same period in 2024, primarily due to the acquisition of Kyber and organic growth [153]. - Revenues for the nine months ended September 30, 2025, were $22,294,439, an increase of $7,953,648 (55.5%) compared to $14,340,791 for the same period in 2024, driven by the Kyber acquisition and organic growth [162]. - Revenue for the three months ended September 30, 2025, was $7,762,183, compared to $4,686,312 for the same period in 2024 [181]. - Revenue for the nine months ended September 30, 2025, reached $22,294,439, up from $14,340,791 in 2024 [181]. Cost and Expenses - Cost of revenues for the three months ended September 30, 2025, was $3,753,561, an increase of $2,350,641 (167.5%) compared to $1,402,920 for the same period in 2024, mainly due to the Kyber acquisition and higher licensing expenses [154]. - Cost of revenues for the nine months ended September 30, 2025, was $10,113,352, an increase of $5,200,157 (105.9%) compared to $4,913,195 for the same period in 2024, attributed to the Kyber acquisition and increased processing expenses [163]. - Research and development expenses for the three months ended September 30, 2025, were $676,172, an increase of $384,210 (131.4%) compared to $291,962 for the same period in 2024, primarily due to the Kyber acquisition [155]. - Sales and marketing expenses for the three months ended September 30, 2025, were $1,461,348, an increase of $504,365 (52.7%) compared to $956,983 for the same period in 2024, driven by the Kyber acquisition and increased compensation [156]. - General and administrative expenses for the three months ended September 30, 2025, were $2,118,273, a decrease of $739,911 (25.9%) compared to $2,858,184 for the same period in 2024, mainly due to lower stock compensation expenses [157]. Profitability and Loss - Gross profit as a percentage of revenues decreased to 52% for the three months ended September 30, 2025, down from 70% for the same period in 2024 [154]. - Net loss for the three months ended September 30, 2025, was $151,220, compared to a net loss of $204,907 for the same period in 2024, reflecting an improvement in financial performance [152]. - Adjusted EBITDA for the three months ended September 30, 2025, was $470,645, an increase of $284,729 compared to $185,916 for the same period in 2024 [182]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $1,010,940, reflecting an increase of $642,405 from $368,535 in the prior year [183]. Cash Flow and Financing - Net cash used in operating activities decreased to $336,017 for the nine months ended September 30, 2025, from $1,467,084 in 2024, a reduction of $1,131,067 [186]. - Net cash provided by investing activities increased to $7,838,178 for the nine months ended September 30, 2025, compared to cash used of $730,177 for the same period in 2024, reflecting a change of $8,568,355 [187]. - Net cash used in financing activities rose to $7,432,200 for the nine months ended September 30, 2025, an increase of $6,294,163 from $1,138,037 in the prior year [188]. - The company expects to fund future operations and acquisitions through cash flow from operations, available cash, marketable securities, debt financing, and equity issuances [184]. - As of September 30, 2025, the company's cash and marketable securities totaled $28,225,038, with no remaining outstanding principal on the convertible notes [184]. - The company redeemed $18,881,466 in outstanding principal and interest on its convertible notes during 2024 and $6,840,000 in 2025 [184]. Accounting and Compliance - The company evaluates its estimates related to revenues, stock-based compensation, income taxes, business combinations, and allowance for credit losses on an ongoing basis [190]. - The company utilizes judgment to determine performance obligations in contracts and assess revenue recognized under variable revenue arrangements [194]. - The company has implemented all new applicable accounting pronouncements, which did not have any material impact on the financial statements [203]. - The FASB issued ASU 2023-09, effective after December 15, 2024, requiring additional disclosures related to income taxes paid and rate reconciliation [200]. - The FASB issued ASU 2024-03, effective after December 15, 2026, requiring additional disclosures about income statement expenses [201]. - The FASB issued ASU 2025-05, effective after December 15, 2025, introducing a practical expedient for measuring credit losses on accounts receivable [202]. - The company is currently evaluating the impact of new accounting standards on its consolidated financial statements and related disclosures [200]. - As an "emerging growth company," the company is utilizing the extended transition period for implementing new or revised accounting standards under the JOBS Act [204].

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 200 Donald Lynch Blvd. Marlborough, MA 01752 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: 001-36612 Lifeward Ltd. (Exact name of registrant as specified in charter) Israel Not applicable ...

Financial Performance - Total revenue for the nine months ended September 30, 2025, was $20,510,000, down 30.9% from $29,749,000 in the same period of 2024[31]. - Cryptocurrency mining revenue for Q3 2025 was $2,769,000, a slight decrease of 1.5% from $2,811,000 in Q3 2024[31]. - Data hosting revenue increased by 23% to $5,257,000 in Q3 2025, compared to $4,271,000 in Q3 2024[31]. - Operating loss for Q3 2025 was $(7,780,000), an improvement from $(9,016,000) in Q3 2024[31]. - Net loss attributable to Soluna Holdings, Inc. for Q3 2025 was $(23,956,000), compared to $(7,190,000) in Q3 2024[31]. - For the nine months ended September 30, 2025, the company reported a net loss of $25,787, with stock-based compensation expenses totaling $1,882[37]. - For the nine months ended September 30, 2025, the company reported a net loss of $40,921,000, compared to a net loss of $19,782,000 for the same period in 2024, indicating an increase in losses of approximately 106%[38]. - The Company reported a net loss of $25.8 million for the three months ended September 30, 2025, compared to a net loss of $8.1 million for the same period in 2024[169]. Assets and Liabilities - Total current assets increased to $66,405,000 as of September 30, 2025, compared to $13,495,000 on December 31, 2024, representing a growth of 392%[29]. - Total assets reached $152,035,000, up from $88,040,000, indicating a growth of 73%[29]. - Current liabilities increased to $56,190,000 from $47,873,000, reflecting a rise of 17%[29]. - Total liabilities rose to $78,570,000 from $60,678,000, reflecting an increase of 29%[29]. - Stockholders' equity improved to $73,465,000, compared to $27,362,000, showing a growth of 169%[29]. - The accumulated deficit increased to $(353,198,000) from $(314,304,000), indicating a worsening of 12%[29]. - The company reported accounts receivable of $4.4 million as of September 30, 2025, compared to $2.7 million as of December 31, 2024[71]. - The allowance for expected credit losses remained at $244 thousand for both September 30, 2025, and December 31, 2024[71]. - The Company incurred a provision on credit loss of approximately $244 thousand due to a borrower's financial difficulties[71]. - Total debt outstanding as of September 30, 2025, was $23.253 million, up from $21.505 million as of December 31, 2024, representing an increase of approximately 8.1%[85]. Shareholder Information - The company reported a total of 64,092,531 shares issued as of September 30, 2025, compared to 10,647,761 shares issued on December 31, 2024[29]. - Weighted average shares outstanding for basic and diluted shares increased to 26,983,023 in Q3 2025 from 6,388,335 in Q3 2024[31]. - The Company had approximately 7,174,725 common shares reserved for future issuance as of September 30, 2025, including 5,722,890 outstanding warrants[165]. - The Company issued 1,000,000 shares of common stock to the Investor, which can reduce the outstanding principal balance of the note[99]. - The Company issued secured convertible notes totaling $16.3 million, convertible into 1,776,073 shares at a price of $9.18 per share[131]. - As of September 30, 2025, the Company had 64,051,790 shares of common stock outstanding, an increase from 10,607,020 shares as of December 31, 2024[153]. Cash Flow and Financing Activities - The company raised approximately $71,615,000 from financing activities during the nine months ended September 30, 2025, compared to $12,943,000 in the same period of 2024[38]. - The company has drawn approximately $23.0 million in net proceeds from its At the Market Offering Agreement (ATM Agreement) as of September 30, 2025, with over $60 million still available[48]. - The company entered into a Credit and Guaranty Agreement providing for senior secured term loan commitments of up to $35.5 million, with approximately $12.6 million borrowed under this agreement as of September 12, 2025[51]. - The Company experienced a net cash used in operating activities of $3,479,000 for the nine months ended September 30, 2025, slightly higher than the $3,412,000 used in the same period of 2024[38]. - The Company has a loan commitment of up to $100 million, with $12.6 million drawn initially and an additional $22.9 million available upon approval[64]. Expenses and Losses - General and administrative expenses increased to $10,109,000 in Q3 2025, up from $7,652,000 in Q3 2024, reflecting a 32.5% increase[31]. - The company reported a fair value adjustment loss of $(22,047,000) in Q3 2025, compared to a gain of $328,000 in Q3 2024[31]. - The Company recorded a loss on the termination of the HPE Agreement amounting to approximately $28.6 million, which included a termination liability of about $20.0 million[79]. - The Company recorded a loss on debt extinguishment of approximately $1.4 million for the year ended December 31, 2024, due to the redemption of debt through equity[125]. - The Company incurred approximately $298 thousand and $1.0 million in interest expense for the three and nine months ended September 30, 2025, respectively, related to the June SPA[97]. Strategic Initiatives - The company plans to expand its market presence through new product offerings and strategic partnerships in the upcoming quarters[35]. - The Company has transitioned its Project Sophie from proprietary Bitcoin mining to hosting customer operations, with all 25 MW now performing data hosting services[42]. - The strategic pipeline contract is valued at $46.885 million and is critical for the company's digital mining and hosting business, aligning with its focus on renewable energy datacenters[76]. - The Spring Lane Commitment allows for capital contributions up to an aggregate amount of $45 million to fund projects for developing green data centers co-located with renewable energy assets[208]. Stock Compensation and Awards - The Company awarded 2,751,078 restricted stock awards under the 2023 Plan, with a market price at grant of $0.47[193]. - The Company awarded a total of 2,172,683 restricted stock awards under the 2021 Plan, with a market price at grant of $0.64 for common stock[194]. - As of September 30, 2025, the unrecognized compensation cost related to unvested awards was approximately $8.2 million, expected to be recognized over a weighted-average period of 1.5 years[201]. - The Company modified the terms of certain unvested awards in April 2024, resulting in an incremental compensation cost of approximately $4.0 million[200]. - The Company has not granted any options under the 2021 Plan and the 2023 Plan for the three and nine months ended September 30, 2025 and September 30, 2024[198].

Financial Performance - Total revenue for the nine months ended September 30, 2025, was $20,510,000, down 30.9% from $29,749,000 in the same period of 2024[31]. - Cryptocurrency mining revenue for Q3 2025 was $2,769,000, a slight decrease of 1.5% from $2,811,000 in Q3 2024[31]. - Data hosting revenue increased by 23% to $5,257,000 in Q3 2025 from $4,271,000 in Q3 2024[31]. - Operating loss for Q3 2025 was $(7,780,000), an improvement from $(9,016,000) in Q3 2024[31]. - Net loss attributable to Soluna Holdings, Inc. for Q3 2025 was $(23,956,000), compared to $(7,190,000) in Q3 2024[31]. - For the nine months ended September 30, 2025, the company reported a net loss of $25,787, reflecting a significant increase compared to previous periods[36]. - The Company reported a net loss of $25.8 million for the three months ended September 30, 2025, compared to a net loss of $8.1 million for the same period in 2024[169]. Assets and Liabilities - Total assets increased to $152.035 million as of September 30, 2025, up from $88.040 million on December 31, 2024, representing a growth of 72.8%[29]. - Current assets rose significantly to $66.405 million, compared to $13.495 million at the end of 2024, marking an increase of 392.5%[29]. - Total liabilities increased to $78.570 million from $60.678 million, indicating a rise of 29.5%[29]. - The total current liabilities rose to $56.190 million from $47.873 million, an increase of 17.5%[29]. - Total debt outstanding as of September 30, 2025, was $23.253 million, compared to $21.505 million as of December 31, 2024, reflecting an increase of approximately 8.1%[85]. - The company has substantial doubt about its ability to continue as a going concern within one year after the issuance of its financial statements as of September 30, 2025[53]. Equity and Shares - Stockholders' equity improved to $73.465 million, up from $27.362 million, showing an increase of 168.5%[29]. - The number of common shares issued increased to 64,092,531 as of September 30, 2025, from 10,647,761 shares at the end of 2024[29]. - The Company had 64,051,790 shares of common stock outstanding, an increase from 10,607,020 shares as of December 31, 2024[153]. - The Company issued 9,090,909 shares in July 2025, raising approximately $5,037 in equity financing[36]. - The Company sold 14,649,141 and 17,989,804 shares of common stock under the ATM Agreement for net proceeds of $20.8 million and $23.0 million during the three and nine months ended September 30, 2025[158]. Cash Flow and Financing Activities - The company raised approximately $71,615,000 in net cash from financing activities during the nine months ended September 30, 2025, compared to $12,943,000 in the same period of 2024[38]. - The company experienced a net cash used in operating activities of $3,479,000 for the nine months ended September 30, 2025, slightly higher than the $3,412,000 used in the same period of 2024[38]. - The company has drawn approximately $23,000,000 in net proceeds from its At the Market Offering Agreement (ATM Agreement) as of September 30, 2025, with over $60 million still available[48]. - The company entered into a Credit and Guaranty Agreement providing for senior secured term loan commitments of up to $35,500,000, with approximately $12,600,000 borrowed under this agreement as of September 12, 2025[51]. Expenses and Losses - General and administrative expenses increased to $10,109,000 in Q3 2025 from $7,652,000 in Q3 2024, reflecting a 32.5% rise[31]. - The company reported a fair value adjustment loss of $(22,047,000) in Q3 2025, compared to a gain of $328,000 in Q3 2024[31]. - The Company incurred approximately $298 thousand and $1.0 million in interest expense for the three and nine months ended September 30, 2025, respectively, related to the June SPA[97]. - The Company incurred a loss on debt extinguishment of approximately $5.8 million due to fair value adjustments associated with the Fourth Amendment Agreement[137]. Stock-Based Compensation - Stock-based compensation for the nine months ended September 30, 2025, totaled $1,882, indicating ongoing investment in employee incentives[36]. - The Company awarded 2,751,078 restricted stock awards under the 2023 Plan, with a market price at grant of $0.47[193]. - As of September 30, 2025, unrecognized compensation cost related to unvested awards was approximately $8.2 million, expected to be recognized over a weighted-average period of approximately 1.5 years[201]. Strategic Initiatives - The strategic pipeline contract valued at $46.885 million is crucial for the company's digital mining and hosting business, aligning with its operational expansion goals[76]. - The Company plans to evaluate additional strategies for financing operations and capital expenditures in 2025[52]. - The Spring Lane Commitment allows for capital contributions up to an aggregate amount of $45 million to fund projects for developing green data centers co-located with renewable energy assets[208].

Sales Performance - For the quarter ended September 30, 2025, the company sold 10,977 batteries, generating net sales of $16.0 million, compared to 10,283 batteries and $12.7 million in net sales for the same quarter in 2024, reflecting a year-over-year increase of 26% in net sales [210]. - The company has sold over 360,000 batteries since 2020, with total net sales of $45.6 million for the nine months ended September 30, 2025, up from $38.4 million for the same period in 2024, indicating a growth of 18% [210]. - Net sales increased by $3.2 million, or 25.5%, to $16.0 million for the three months ended September 30, 2025, compared to $12.7 million for the same period in 2024 [257]. - Net sales for the nine months ended September 30, 2025, increased by $7.1 million, or 18.6%, to $45.6 million compared to $38.4 million for the same period in 2024 [269]. Financial Performance - The company reported a net loss of $11.1 million for the quarter ended September 30, 2025, compared to a net loss of $6.8 million for the same quarter in 2024, representing an increase in losses of approximately 63% [218]. - The company generated a net loss of $24.9 million for the nine months ended September 30, 2025, an improvement from a net loss of $30.8 million for the same period in 2024 [277]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $(6.5) million, compared to $(14.5) million for the same period in 2024 [296]. - Total other expense increased to $7.3 million for the three months ended September 30, 2025, compared to $0.8 million for the same period in 2024, primarily due to higher interest expense [263]. - Interest expense related to debt securities was $16.5 million for the nine months ended September 30, 2025, compared to $15.3 million for the same period in 2024 [275]. Operational Challenges - The company has faced challenges in maintaining relationships with key customers and suppliers, which could impact its ability to generate revenue and achieve profitability [212]. - The company is currently dependent on a limited number of suppliers for lithium iron phosphate cells and a single manufacturing facility, which poses risks to its production capabilities [212][214]. - The company has not achieved the first tranche milestone of $250 million in total audited revenue for 2023, which would have allowed for the issuance of additional shares [225]. Capital and Funding - As of September 30, 2025, the company had cash totaling $3.8 million and indicated a need to raise additional funds to support ongoing operations and capital expenditures [218][219]. - The company raised approximately $3.2 million from the Initial Offerings and $4.2 million from the Second Offering, excluding any proceeds from the exercise of the Private Placement Convertible Preferred Warrants [230]. - The company completed the July 2025 Public Offering, raising gross proceeds of approximately $5.5 million and net proceeds of $4.7 million after deducting underwriting discounts and commissions [235]. - The First October 2025 Offering raised gross proceeds of approximately $28.8 million and net proceeds of $26.9 million after deducting underwriting discounts and commissions [236]. - The company expects to raise additional funds for ongoing costs, including research and development for solid-state batteries and facility expansions [303]. Research and Development - The company is developing proprietary solid-state cell technology, which is expected to be a key differentiator in the energy storage market, with successful demonstrations of producing anode and cathode materials at scale in August and October 2023, respectively [217]. - Research and development expenses decreased by $1.0 million, or 64.1%, to $0.6 million for the three months ended September 30, 2025, compared to $1.6 million for the same period in 2024 [260]. - The company is currently focused on scaling its proprietary dry electrode process for domestic production of full LFP cells, with plans to return to solid-state chemistry as capital becomes available [247]. Cost Management - Cost of goods sold increased by $1.4 million, or 14.0%, to $11.2 million for the three months ended September 30, 2025, compared to $9.9 million for the same period in 2024 [258]. - Gross profit increased by $1.9 million, or 65.0%, to $4.7 million for the three months ended September 30, 2025, with a gross profit percentage increase of 7.1% to 29.7% [259]. - Gross profit for the nine months ended September 30, 2025, increased by $4.2 million, or 46.0%, to $13.3 million, with a gross profit percentage increase of 5.5% to 29.1% [271]. Strategic Initiatives - The company launched the Battle Born DualFlow Power Pack, a hybrid electrification solution for the trucking industry, as part of its corporate optimization initiative aimed at driving near-term revenue and profit [213]. - The company plans to expand into new end markets for LFP batteries, including rail, specialty vehicles, and data centers, which may incur significant marketing costs [241]. - The company has signed a Commercial Offtake Agreement for lithium supply, which is expected to help manage costs over time [243]. Debt and Liabilities - The company entered into a Sixth Amendment to the Term Loan Agreement, adjusting the fixed interest rate to 12% per annum and waiving certain financial covenants through December 31, 2026 [300]. - A prepayment of $45.0 million was made on the Term Loan, and $5.0 million of principal was forgiven by the Term Loan Lenders, leaving approximately $19.0 million outstanding [305]. - The total debt was reduced from $72.0 million to approximately $19.0 million following the Sixth Amendment, deferring near-term cash interest requirements [306]. - The estimated future obligations include $2.9 million in short-term operating lease liabilities and $21.1 million in long-term operating lease liabilities as of September 30, 2025 [318].

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 or ☐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: 001-42732 ORIGIN INVESTMENT CORP I (Exact name of registrant as specified in its charter) | Cayman Isla ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ 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 001-16653 EMPIRE PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) (State or Other Jurisdiction o ...

Financial Performance - Revenues for the three months ended September 30, 2025, were $2,717 thousand, a decrease of 57.7% compared to $6,281 thousand during the same period in 2024 [259]. - Revenues from Cortex's content platform were $2,371 thousand for the three months ended September 30, 2025, down 56.8% from $5,492 thousand in the prior year, primarily due to the Cortex Adverse Effect [260]. - Revenues from Gix Media's Search Platform were $342 thousand for the three months ended September 30, 2025, a decrease of 56.7% compared to $789 thousand during the same period in the prior year [261]. - Revenues for the nine months ended September 30, 2025, were $7,731 thousand, a decrease of 67.24% compared to $23,616 thousand during the same period in the prior year [271]. - Revenues from Cortex's content platform were $6,486 thousand, down 66.34% from $19,240 thousand in the prior year, primarily due to the Cortex Adverse Effect [272]. - Revenues from Gix Media's Search Platform were $1,225 thousand, a decrease of 71.94% compared to $4,376 thousand in the prior year, attributed to reduced search referrals and credit line decreases from partners [273]. Expenses and Financial Metrics - Traffic-acquisition and related costs were $2,133 thousand for the three months ended September 30, 2025, down 58.8% from $5,145 thousand in the prior year [262]. - Research and development expenses decreased to $115 thousand for the three months ended September 30, 2025, compared to $338 thousand during the same period in 2024 [263]. - Selling and marketing expenses decreased to $173 thousand for the three months ended September 30, 2025, down 47.4% from $329 thousand in the prior year [264]. - General and administrative expenses increased to $619 thousand for the three months ended September 30, 2025, up 42.3% from $435 thousand during the same period in 2024 [265]. - An intangible assets and goodwill impairment loss of $2,375 thousand was recorded during the three months ended September 30, 2025, compared to $0 in the same period in 2024 [267]. - Net financial expenses were $668 thousand for the three months ended September 30, 2025, compared to $152 thousand net financial income during the same period in the prior year [269]. - Traffic-acquisition costs were $6,336 thousand, down 64.73% from $19,214 thousand in the prior year, reflecting decreased revenues from both platforms [274]. - Research and development expenses were $387 thousand, a significant decrease of 75.83% from $1,600 thousand in the prior year, due to expense reductions in both platforms [275]. - Selling and marketing expenses were $579 thousand, down 59.83% from $1,440 thousand in the prior year, primarily due to salary reductions [276]. - General and administrative expenses were $1,448 thousand, a decrease of 16.67% from $1,737 thousand in the prior year, mainly due to salary and professional service reductions [277]. - Net financial expenses increased to $11,193 thousand from $2,755 thousand in the prior year, primarily due to financing expenses from facility agreements [281]. - The company reported a negative cash flow from operating activities of $2,551 thousand for the nine months ended September 30, 2025, compared to a positive cash flow of $1,990 thousand in the prior year [291]. Corporate Actions and Acquisitions - The Company completed the sale of Cortex for a total consideration of $800,000, which includes $200,000 in cash and $600,000 in preferred shares [233]. - The Company entered into a non-binding term sheet to acquire 100% of Quantum X Labs Ltd., potentially issuing 40% of its capital stock in exchange [235]. - The Quantum Acquisition may involve additional shares issuance based on achieving specific development milestones [236]. - The Private Placement Offering involves the sale of 800,000 shares of common stock at a price of $3.75 per share, expected to close in December 2025 [239]. - The Common Warrants associated with the Private Placement will have an exercise price of $5.625 per share and will expire five years from the issuance date [241]. - Aggregate gross proceeds from the July 2025 Private Placement were approximately $4.5 million, before deducting fees and expenses [250]. - The company raised gross proceeds of $4.5 million from a private placement on July 14, 2025, and expects approximately $3.0 million from a subsequent private placement in November 2025 [301]. Operational Focus - As of September 30, 2025, the Company operates primarily through Gix Media's Search Platform, focusing on digital advertising operations [223]. - The Search Platform generates revenue based on the amount received from Search Engines for user traffic referrals, rather than from advertisement revenue itself [227]. - The Company is focused on developing AI and NLP solutions through its subsidiary Metagramm, which offers a writing tool called "Bubbl" [226]. - The Company faces risks related to cash flow generation and the ability to meet debt obligations, raising concerns about its going concern status [221]. - The Company is subject to a two-year non-compete and non-solicitation covenant following the sale of Cortex [234].