Financial Performance - Net revenues for Q3 2025 were $41.416 million, a 9% increase from $37.788 million in Q3 2024[6] - Gross profit for the nine months ended September 30, 2025, was $24.028 million, down 11% from $27.110 million in the same period of 2024[6] - Operating loss for Q3 2025 was $(5.919) million, compared to an operating loss of $(1.530) million in Q3 2024[6] - Net loss attributable to SPAR Group, Inc. for Q3 2025 was $(8.764) million, compared to a net income of $0.270 million in Q3 2024[6] - For the nine months ended September 30, 2025, SPAR Group reported a net loss of $8,303,000 compared to a net income of $3,468,000 for the same period in 2024[14] - Total net revenue for the three months ended September 30, 2025, was $41.4 million, a 9.4% increase from $37.8 million in the same period of 2024[76] - The company reported a net loss attributable to SPAR Group, Inc. of $8.764 million for the three months ended September 30, 2025, compared to a net loss of $182,000 in the same period of 2024[80] Assets and Liabilities - Total current assets increased to $51.900 million as of September 30, 2025, from $45.996 million as of December 31, 2024[8] - Total liabilities rose to $45.076 million as of September 30, 2025, compared to $32.125 million as of December 31, 2024[8] - Cash and cash equivalents decreased to $8.206 million as of September 30, 2025, from $18.221 million as of December 31, 2024[8] - Total stockholders' equity decreased to $16.589 million as of September 30, 2025, from $24.306 million as of December 31, 2024[8] - Long-lived assets increased from $4.479 million as of December 31, 2024, to $6.269 million as of September 30, 2025[75] Cash Flow and Operating Activities - Cash used in operating activities for the nine months ended September 30, 2025 was $15,962,000, significantly higher than $730,000 used in the same period of 2024[14] - Cash and cash equivalents at the end of the period on September 30, 2025, were $8,206,000, down from $19,652,000 at the end of September 2024[14] - The company reported a decrease in cash paid for interest, which was $1,553,000 in 2025 compared to $1,640,000 in 2024[14] Restructuring and Costs - The company reported restructuring costs and severance of $4.018 million for Q3 2025, with no such costs reported in Q3 2024[6] - The Company recognized restructuring and severance costs of $4.0 million for both the three and nine months ended September 30, 2025, related to executive team reorganization and headquarters relocation[39] Credit and Financing - Borrowings under the line of credit for the nine months ended September 30, 2025, amounted to $111,018,000, compared to $103,184,000 in 2024[14] - The net cash provided by financing activities for the nine months ended September 30, 2025, was $7,468,000, compared to $210,000 in 2024[14] - The Company has a secured revolving credit facility with North Mill Capital, increasing the US Revolving Credit Facility to $28.0 million and the Canada Revolving Credit Facility to CDN $2.0 million as of February 1, 2023[43] - The NM Credit Facility has been extended to October 10, 2027, ensuring liquidity needs are met in the near term[44] - As of September 30, 2025, the aggregate outstanding loan balance was approximately $23.8 million, with a 9.15% interest rate[46] - The Company is required to maintain a positive trailing EBITDA and comply with various financial covenants under the NM Credit Facility[47] Shareholder Activities - The 2024 Stock Repurchase Program allows for the repurchase of up to 2.5 million shares, with 1 million shares repurchased at $1.80 per share[55] - The Company recognized share-based compensation expense related to stock options of $2.237 million for the nine months ended September 30, 2025[57] - The Company recognized compensation expense of $699,635 related to Phantom Stock Awards for the nine months ended September 30, 2025[61] Discontinued Operations - The Company reported net revenues from discontinued operations of $33.2 million for the nine months ended September 30, 2024, with a loss from discontinued operations, net of tax, of $881,000[38] - The Company’s net revenues from discontinued operations for the nine months ended September 30, 2024, were $33.185 million, with a loss from discontinued operations of $881,000[38] Tax and Valuation - As of September 30, 2025, the Company recorded a valuation allowance of $1.9 million against its deferred tax assets, resulting in a carrying value of $1.9 million[23] - The Company’s gross deferred tax assets were approximately $4.3 million as of December 31, 2024, primarily related to net operating loss carryforwards and R&D tax credits[22] - The Company will implement ASU No. 2023-09 for the fiscal year ending December 31, 2025, which requires specific categories of income tax disclosures[26] Other Financial Metrics - The Company experienced a decrease in accounts receivable by $16,368,000 for the nine months ended September 30, 2025, compared to a decrease of $2,276,000 in 2024[14] - The allowance for credit losses decreased to $238,000 as of September 30, 2025, from $411,000 as of December 31, 2024, indicating improved credit quality[29] - The Company’s gross accounts receivable increased to $41.6 million as of September 30, 2025, compared to $25.2 million as of December 31, 2024, representing a 65% increase[29]

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: 001-40743 Verde Clean Fuels, Inc. (Exact name of registrant as specified in its charter) | Delaware | 85-1863331 | | - ...

Revenue Generation - As of September 30, 2025, the company has not generated any revenue from its principal business activities[145] - The company has not generated revenue from its principal business activities as it is still developing its first commercial production plant[177] Financial Performance - The total operating loss for the three months ended September 30, 2025, was $2,880,000, compared to $2,785,000 in 2024[167] - The net loss for the three months ended September 30, 2025, was $2,334,000, a decrease from $2,494,000 in the same period in 2024[167] - The total operating loss for the nine months ended September 30, 2025, was $9,301, compared to $8,822 for the same period in 2024[172] - The net loss for the nine months ended September 30, 2025, was $7,584, compared to $7,854 for the same period in 2024[172] Expenses - General and administrative expenses for the three months ended September 30, 2025, were $2,752,000, a 2% increase from $2,694,000 in the same period in 2024[167] - Research and development expenses increased to $128,000 for the three months ended September 30, 2025, compared to $91,000 in 2024[167] - General and administrative expenses increased by $372, or 4%, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to additional employee headcount and stock options granted[173] - Research and development expenses rose by $107, or 30%, for the nine months ended September 30, 2025, mainly due to higher engineering software costs[175] Cash Flow - Net cash used in operating activities increased by $908 during the nine months ended September 30, 2025, primarily due to higher working capital requirements[183] - Net cash provided by financing activities was $49,446 for the nine months ended September 30, 2025, due to net proceeds from the PIPE Investment[185] - As of September 30, 2025, the company had cash and cash equivalents of $59,440, expected to be sufficient for the next 12 months[179] - Other income increased by $892, or 94%, for the nine months ended September 30, 2025, attributed to higher interest and dividend income from cash and cash equivalents following the PIPE Investment in January 2025[176] Project Development - The company has incurred capitalized development costs of $9,293,000 related to the Permian Basin Project, net of amounts reimbursable by Cottonmouth of $5,977,000[158] - The company is focused on developing its first commercial production facility using its patented STG+® technology[152] - The Permian Basin Project is expected to produce reformulated blendstock for oxygenate blending grade gasoline, contributing to future revenue[161] - The company continues to evaluate additional opportunities to deploy its technology while maintaining resource discipline[159] - The company anticipates needing additional capital to complete its first commercial production plant, with potential funding through equity or debt securities[181] Investment Activities - The company entered into a common stock purchase agreement with Cottonmouth Ventures, LLC, for an aggregate purchase price of $50 million[148]

Financial Performance - The Company reported a net loss of $707,953 for the three months ended September 30, 2025, which includes a change in fair value of warrant liabilities of $467,250 and operational costs of $240,703[109]. - For the nine months ended September 30, 2025, the net loss was $2,058,473, consisting of a $1,112,500 change in fair value of warrant liabilities and operational costs of $945,973[109]. - For the nine months ended September 30, 2024, the Company reported a net income of $450,355, primarily from interest earned on marketable securities held in the Trust Account[110]. Cash and Financing - As of September 30, 2025, the Company had cash of $16,083, intended for identifying and evaluating target businesses and related due diligence activities[113]. - The Company entered into a promissory note for up to $2,000,000, which is non-interest bearing and payable upon the consummation of an initial business combination or liquidation[114]. - The Company has no off-balance sheet financing arrangements as of September 30, 2025[118]. - The Company completed its initial public offering on October 29, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units[103]. Business Operations - The Business Combination Agreement includes the issuance of 560,835,633 shares of Common Stock at the closing of the Business Combination[102]. - The Company generated non-operating income from interest on cash and cash equivalents but has not engaged in operations or generated revenues to date[108]. Going Concern - The Company assessed going concern considerations and raised substantial doubt about its ability to continue as a going concern for the next year[116]. Regulatory Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act, thus exempt from certain disclosures[123].

[AT THE MARKET OFFERING AGREEMENT](index=1&type=section&id=AT%20THE%20MARKET%20OFFERING%20AGREEMENT) This agreement outlines the terms for the Company's continuous offering and sale of common stock through a designated manager, detailing definitions, sales procedures, representations, and mutual obligations [1. Definitions](index=1&type=section&id=1.%20Definitions) This section defines key terms for consistent interpretation of the At The Market Offering Agreement - The agreement defines various terms, including 'Act' (Securities Act of 1933), 'Commission' (SEC), 'Common Stock', 'Exchange Act' (Securities Exchange Act of 1934), 'GAAP' (Generally Accepted Accounting Principles), 'Material Adverse Effect', 'Prospectus', 'Registration Statement', 'SEC Reports', 'Settlement Date', and 'Trading Market' (Nasdaq Capital Market)[2](index=2&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk)[13](index=13&type=chunk)[16](index=16&type=chunk)[20](index=20&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk)[38](index=38&type=chunk) [2. Sale and Delivery of Shares](index=4&type=section&id=2.%20Sale%20and%20Delivery%20of%20Shares) This chapter outlines terms for the Company's Common Stock issuance and sale through the Manager, acting as agent or principal - The Company proposes to issue and sell shares of its common stock (the "Shares") through or to the Manager, up to a "**Maximum Amount**" limited by registration, authorized but unissued shares, or S-3 eligibility requirements[39](index=39&type=chunk) [2(a) Appointment of Manager as Selling Agent; Terms Agreement](index=4&type=section&id=2(a)%20Appointment%20of%20Manager%20as%20Selling%20Agent%3B%20Terms%20Agreement) The Company appoints the Manager as its exclusive agent for selling Shares, with the Manager agreeing to use commercially reasonable efforts - The Manager is appointed as the exclusive agent to sell Shares, committing to commercially reasonable efforts. Direct sales to the Manager as principal require a separate 'Terms Agreement'[40](index=40&type=chunk) [2(b) Agent Sales](index=5&type=section&id=2(b)%20Agent%20Sales) This section details the mechanics of agent sales, including daily sales instructions, pricing, Manager's compensation, settlement, and the Company's obligations regarding share delivery and affirmations of representations - Shares are sold on a daily basis or as agreed, with the Company providing a 'Sales Notice' specifying the maximum amount and minimum price. The Manager uses commercially reasonable efforts to sell at market price[42](index=42&type=chunk) Manager Compensation for Agent Sales | Item | Detail | | :--- | :--- | | Compensation Rate | 3.0% of gross sales price | | Type of Fee | Placement fee ('Broker Fee') | | Net Proceeds | Gross sales price minus Broker Fee and transaction fees | - Settlement for sales typically occurs on the first Trading Day following the sale (T+1), with the Company electronically transferring shares to the Manager's account at DTC and the Manager delivering Net Proceeds[49](index=49&type=chunk) [2(c) Term Sales](index=7&type=section&id=2(c)%20Term%20Sales) For sales other than agent sales (Placements), the Company notifies the Manager of proposed terms - Placements (sales other than agent sales) are conducted via a 'Terms Agreement' where the Manager acts as principal. This agreement specifies the number of shares, price, and delivery details, and incorporates the main agreement's terms[52](index=52&type=chunk) [2(d) Maximum Number of Shares](index=8&type=section&id=2(d)%20Maximum%20Number%20of%20Shares) The Company is restricted from offering or selling Shares if the aggregate amount exceeds specified limits or at a price lower than the Board-authorized minimum - The Company must not exceed the '**Maximum Amount**' of Shares, the amount available under the Registration Statement, or the Board-authorized amount. Sales below the Board-authorized minimum price are also prohibited[54](index=54&type=chunk) [2(e) Regulation M Notice](index=8&type=section&id=2(e)%20Regulation%20M%20Notice) The Company must provide the Manager with at least one Business Day's prior notice of its intent to sell Shares to ensure compliance with Regulation M - The Company is required to provide at least one Business Day's prior notice to the Manager before selling Shares, to facilitate compliance with Regulation M under the Exchange Act[55](index=55&type=chunk) [3. Representations and Warranties](index=8&type=section&id=3.%20Representations%20and%20Warranties) This chapter details the Company's representations and warranties to the Manager at Execution Time and on subsequent dates - The Company makes comprehensive representations and warranties covering its corporate organization, capitalization, compliance with securities laws (including **S-3 eligibility** and **SEC filings**), financial statements (**GAAP compliance**), absence of **material adverse changes**, litigation, **regulatory permits**, **intellectual property**, and adherence to various other legal and operational standards[56](index=56&type=chunk)[58](index=58&type=chunk)[67](index=67&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk)[82](index=82&type=chunk)[84](index=84&type=chunk) [3(a) Subsidiaries](index=8&type=section&id=3(a)%20Subsidiaries) The Company represents that all direct and indirect subsidiaries are listed in SEC Reports, and it owns all capital stock or equity interests free of liens - All subsidiaries are listed in SEC Reports, and the Company owns their capital stock/equity interests free of liens. Shares are validly issued, fully paid, and non-assessable[57](index=57&type=chunk) [3(b) Organization and Qualification](index=8&type=section&id=3(b)%20Organization%20and%20Qualification) The Company and its Subsidiaries are duly organized, validly existing, and in good standing in their respective jurisdictions, with the necessary power and authority to conduct business - The Company and its Subsidiaries are duly organized, validly existing, and in good standing, possessing requisite power and authority. They are qualified to conduct business in all necessary jurisdictions, with no failures expected to result in a '**Material Adverse Effect**'[58](index=58&type=chunk) [3(c) Authorization and Enforcement](index=9&type=section&id=3(c)%20Authorization%20and%20Enforcement) The Company has the corporate power and authority to enter into and consummate the transactions contemplated by the Agreement, which has been duly authorized and constitutes a valid and binding obligation - The Company has the corporate power and authority to execute and perform the Agreement, which is a valid and binding obligation, subject to general equitable principles and bankruptcy laws[60](index=60&type=chunk) [3(d) No Conflicts](index=9&type=section&id=3(d)%20No%20Conflicts) The execution and performance of the Agreement, and the issuance of Shares, do not conflict with the Company's or Subsidiaries' organizational documents, other agreements, or laws - The Agreement's execution and the Shares' issuance do not conflict with organizational documents, other agreements, or laws, provided such conflicts would not individually or in aggregate lead to a '**Material Adverse Effect**'[61](index=61&type=chunk) [3(e) Filings, Consents and Approvals](index=9&type=section&id=3(e)%20Filings%2C%20Consents%20and%20Approvals) The Company is not required to obtain any consents, waivers, or make filings for the Agreement's execution and performance, other than those specified - Required approvals for the transaction include SEC filings (Prospectus Supplement), Trading Market listing, state securities laws, and FINRA rules[62](index=62&type=chunk) [3(f) Issuance of Shares](index=10&type=section&id=3(f)%20Issuance%20of%20Shares) The Shares are duly authorized, and upon issuance and payment, will be validly issued, fully paid, nonassessable, and freely transferable - The Shares are duly authorized, validly issued, fully paid, nonassessable, and freely transferable. Their issuance is registered under the Act and aligns with the 'Plan of Distribution' in the Registration Statement[64](index=64&type=chunk) [3(g) Capitalization](index=10&type=section&id=3(g)%20Capitalization) The Company's capitalization is as stated in SEC Reports, with no new capital stock issued since the last periodic report (except for employee plans/conversions) and no outstanding rights or agreements that would obligate further equity issuance or adjust security prices - Company capitalization is as per SEC Reports. No new capital stock issued since the last periodic report, except for employee stock options/purchase plans or conversion/exercise of existing 'Common Stock Equivalents'. No outstanding securities with redemption or price adjustment provisions[65](index=65&type=chunk) [3(h) Registration Statement](index=11&type=section&id=3(h)%20Registration%20Statement) The Company meets Form S-3 requirements, has an effective Registration Statement for the Shares, and complies with relevant rules and transaction requirements - The Company meets Form S-3 requirements, has an effective Registration Statement for the Shares, and complies with Rule 415(a)(1)(x) and Form S-3 General Instruction I.B.1 or I.B.6[67](index=67&type=chunk) [3(i) Accuracy of Incorporated Documents](index=11&type=section&id=3(i)%20Accuracy%20of%20Incorporated%20Documents) All Incorporated Documents filed with the Commission conformed to Exchange Act requirements and did not contain any material misstatements or omissions at the time of filing - Incorporated Documents conformed to Exchange Act requirements and were free of material misstatements or omissions when filed. Future incorporated documents will also comply[68](index=68&type=chunk) [3(j) Ineligible Issuer](index=11&type=section&id=3(j)%20Ineligible%20Issuer) The Company is an "ineligible issuer" as defined in Rule 405 under the Act - The Company is classified as an '**ineligible issuer**' under Rule 405 of the Act[69](index=69&type=chunk) [3(k) Free Writing Prospectus](index=12&type=section&id=3(k)%20Free%20Writing%20Prospectus) The Company is eligible to use Issuer Free Writing Prospectuses, subject to Rule 164(e)(2) restrictions, and ensures they do not conflict with the Registration Statement or contain material misstatements - The Company is eligible to use Issuer Free Writing Prospectuses, ensuring they do not conflict with the Registration Statement and comply with filing requirements under Rule 433(d)[71](index=71&type=chunk) [3(l) Proceedings Related to Registration Statement](index=12&type=section&id=3(l)%20Proceedings%20Related%20to%20Registration%20Statement) The Registration Statement is not subject to any pending SEC proceedings or examinations, and the Company has not received notice of any stop-order or suspension of effectiveness - No pending SEC proceedings or examinations exist for the Registration Statement, and no stop-orders or suspensions of effectiveness have been issued or threatened[72](index=72&type=chunk) [3(m) SEC Reports](index=12&type=section&id=3(m)%20SEC%20Reports) The Company has timely filed all required SEC Reports, which complied with applicable laws and did not contain material misstatements or omissions - All SEC Reports were filed timely, complied with the Act and Exchange Act, and contained no material misstatements. Financial statements adhere to GAAP and accurately reflect the Company's financial position and results[73](index=73&type=chunk) [3(o) Material Changes; Undisclosed Events, Liabilities or Developments](index=13&type=section&id=3(o)%20Material%20Changes%3B%20Undisclosed%20Events%2C%20Liabilities%20or%20Developments) Since the latest audited financial statements, there have been no Material Adverse Effects, undisclosed liabilities (beyond ordinary course), accounting changes, dividends, or equity issuances to officers/directors (except existing plans), and no executive resignations, nor any other undisclosed material events - No '**Material Adverse Effect**' or undisclosed liabilities (beyond ordinary course) have occurred since the latest audited financials. No changes in accounting, dividends, or equity issuances to officers/directors (except existing plans) have taken place. No executive officers or Board members have resigned[75](index=75&type=chunk) [3(p) Litigation](index=13&type=section&id=3(p)%20Litigation) Except as disclosed in SEC Reports, there is no pending or threatened litigation that would adversely affect the Agreement or result in a Material Adverse Effect - No undisclosed litigation is pending or threatened that could adversely affect the Agreement or result in a '**Material Adverse Effect**'. No claims of securities law violations or SEC investigations involving the Company or its officers/directors[76](index=76&type=chunk) [3(q) Labor Relations](index=14&type=section&id=3(q)%20Labor%20Relations) No material labor disputes exist or are imminent, and the Company and its Subsidiaries maintain good employee relations, are not party to collective bargaining agreements, and comply with all applicable labor laws - No material labor disputes are imminent, and the Company maintains good employee relations. Compliance with all applicable U.S. federal, state, local, and foreign labor laws is maintained, with no expected '**Material Adverse Effect**' from non-compliance[78](index=78&type=chunk) [3(r) Compliance](index=14&type=section&id=3(r)%20Compliance) Except as disclosed in SEC Reports, the Company and its Subsidiaries are not in default or violation of any agreements, judgments, or governmental regulations (including environmental, health, safety, and tax laws), where such non-compliance would result in a Material Adverse Effect - The Company and its Subsidiaries are in compliance with all agreements, judgments, and governmental regulations (e.g., taxes, environmental, occupational health and safety), with no defaults or violations expected to result in a '**Material Adverse Effect**'[79](index=79&type=chunk) [3(s) Environmental Laws](index=14&type=section&id=3(s)%20Environmental%20Laws) The Company and its Subsidiaries comply with all Environmental Laws, possess all required permits, and adhere to their terms and conditions - The Company and its Subsidiaries comply with all Environmental Laws and possess necessary permits, with no non-compliance expected to have a '**Material Adverse Effect**'[80](index=80&type=chunk) [3(t) Regulatory Permits](index=15&type=section&id=3(t)%20Regulatory%20Permits) The Company and its Subsidiaries hold all necessary regulatory permits ("Material Permits") to conduct their businesses as described in SEC Reports - The Company and its Subsidiaries possess all '**Material Permits**' required for their operations and have not received notice of any revocation or modification proceedings[82](index=82&type=chunk) [3(u) Title to Assets](index=15&type=section&id=3(u)%20Title%20to%20Assets) The Company and its Subsidiaries have good and marketable title to all material real and personal property, free of liens (except minor ones or tax liens with adequate reserves) - The Company and its Subsidiaries hold good and marketable title to all material real and personal property, free of liens (excluding minor ones or tax liens with reserves). They are also in compliance with all leases[83](index=83&type=chunk) [3(v) Intellectual Property](index=15&type=section&id=3(v)%20Intellectual%20Property) The Company and its Subsidiaries possess or have rights to all necessary intellectual property rights ("Intellectual Property Rights"), with no expected expiration or termination, no infringement claims, and reasonable security measures in place - The Company and its Subsidiaries have or have rights to all necessary '**Intellectual Property Rights**', with no expected expiration or termination within two years. No infringement claims have been received, and reasonable security measures are in place[84](index=84&type=chunk) [3(w) Insurance](index=16&type=section&id=3(w)%20Insurance) The Company and its Subsidiaries are adequately insured by recognized insurers against customary losses and risks, including D&O coverage - The Company and its Subsidiaries are insured by financially responsible insurers for customary losses and risks, including D&O coverage, and anticipate renewing coverage without significant cost increases[86](index=86&type=chunk) [3(x) Affiliate Transactions](index=16&type=section&id=3(x)%20Affiliate%20Transactions) Except as disclosed in SEC Reports, there are no material transactions (exceeding $120,000) between the Company/Subsidiaries and their officers, directors, or employees, other than for standard compensation and reimbursements - No material transactions (over **$120,000**) exist between the Company/Subsidiaries and their officers, directors, or employees, other than for standard compensation, reimbursements, and employee benefits, except as disclosed in SEC Reports[87](index=87&type=chunk) [3(y) Sarbanes Oxley Compliance](index=16&type=section&id=3(y)%20Sarbanes%20Oxley%20Compliance) Except as disclosed in SEC Reports, the Company and its Subsidiaries comply with Sarbanes-Oxley, maintain effective internal accounting controls and disclosure controls and procedures - The Company and its Subsidiaries comply with Sarbanes-Oxley, maintain effective internal accounting controls and disclosure controls, and have not had material changes in internal control over financial reporting since the Evaluation Date[88](index=88&type=chunk) [3(z) Certain Fees](index=17&type=section&id=3(z)%20Certain%20Fees) No brokerage or finder's fees or commissions are payable by the Company or any Subsidiary to any third party with respect to the transactions contemplated by this Agreement, other than payments to the Manager - No brokerage or finder's fees are payable by the Company or its Subsidiaries to any third party for these transactions, other than to the Manager[90](index=90&type=chunk) [3(aa) No Other Sales Agency Agreement](index=17&type=section&id=3(aa)%20No%20Other%20Sales%20Agency%20Agreement) The Company has not entered into any other sales agency agreements or similar arrangements for at-the-market offerings of its Shares - The Company has no other sales agency agreements or similar arrangements for at-the-market offerings of its Shares[91](index=91&type=chunk) [3(bb) Investment Company](index=17&type=section&id=3(bb)%20Investment%20Company) The Company is not, and will not become, an "investment company" subject to registration under the Investment Company Act of 1940, as amended - The Company is not, and will not become, an '**investment company**' under the Investment Company Act of 1940[92](index=92&type=chunk) [3(cc) Listing and Maintenance Requirements](index=17&type=section&id=3(cc)%20Listing%20and%20Maintenance%20Requirements) The Common Stock is listed on the Trading Market, and its issuance complies with listing rules - Common Stock is listed on the Trading Market, and its issuance complies with listing rules. The Company is registered under the Exchange Act and complies with all listing and maintenance requirements[93](index=93&type=chunk) [3(dd) Application of Takeover Protections](index=18&type=section&id=3(dd)%20Application%20of%20Takeover%20Protections) The Company and its Board have taken all necessary actions to render inapplicable any anti-takeover provisions that could apply to the Shares - The Company and its Board have taken necessary actions to render anti-takeover provisions inapplicable to the Shares[94](index=94&type=chunk) [3(ee) Solvency](index=18&type=section&id=3(ee)%20Solvency) Based on its consolidated financial condition, the Company is solvent, with assets exceeding liabilities, sufficient capital, and adequate cash flow to pay debts as they mature - The Company is solvent, with assets exceeding liabilities and sufficient capital. Current cash flow and potential liquidation proceeds are adequate to meet debt obligations. No intent to incur unpayable debts or file for bankruptcy within one year[95](index=95&type=chunk) [3(ff) Tax Status](index=19&type=section&id=3(ff)%20Tax%20Status) Except for non-material matters, the Company and its Subsidiaries have filed all required tax returns, paid all material taxes, and set aside adequate provisions for future taxes - The Company and its Subsidiaries have filed all required tax returns, paid all material taxes, and made adequate provisions for future taxes, with no material unpaid taxes claimed[97](index=97&type=chunk) [3(gg) Foreign Corrupt Practices](index=19&type=section&id=3(gg)%20Foreign%20Corrupt%20Practices) Neither the Company nor its Subsidiaries, nor any agent acting on their behalf, has engaged in unlawful contributions, payments to government officials, or materially violated the Foreign Corrupt Practices Act - Neither the Company nor its Subsidiaries, nor their agents, have engaged in unlawful political contributions, payments to officials, or materially violated the Foreign Corrupt Practices Act[98](index=98&type=chunk) [3(hh) Accountants](index=19&type=section&id=3(hh)%20Accountants) The Company's accounting firm is a registered public accounting firm and is expected to express an opinion on the financial statements for the fiscal year ending December 31, 2025 - The Company's accounting firm is a registered public accounting firm and will express an opinion on the financial statements for the fiscal year ending December 31, 2025[99](index=99&type=chunk) [3(ii) Regulation M Compliance](index=19&type=section&id=3(ii)%20Regulation%20M%20Compliance) The Company has not, and to its knowledge no one acting on its behalf has, taken any action to stabilize or manipulate the price of its securities or solicit purchases, other than compensation paid to the Manager for the Shares - The Company has not engaged in market stabilization or manipulation activities to facilitate the sale of Shares, nor solicited purchases, except for compensation paid to the Manager[100](index=100&type=chunk) [3(kk) Stock Option Plans](index=20&type=section&id=3(kk)%20Stock%20Option%20Plans) All stock options granted under the Company's plans were in accordance with terms, had an exercise price at least equal to fair market value on the grant date, and were not backdated or knowingly coordinated with material information releases - Stock options were granted in accordance with plan terms, at fair market value, and were not backdated or coordinated with material information releases[102](index=102&type=chunk) [3(ll) Cybersecurity](index=20&type=section&id=3(ll)%20Cybersecurity) There have been no security breaches or compromises of the Company's IT Systems and Data, and the Company complies with all applicable laws and maintains commercially reasonable safeguards - No security breaches or compromises of IT Systems and Data have occurred. The Company complies with all applicable laws, maintains commercially reasonable safeguards, and has implemented backup and disaster recovery technology[103](index=103&type=chunk) [3(mm) Compliance with Data Privacy Laws](index=20&type=section&id=3(mm)%20Compliance%20with%20Data%20Privacy%20Laws) The Company and its Subsidiaries comply with all applicable data privacy and security laws (including GDPR) and their internal policies, providing accurate notice of privacy practices - The Company and its Subsidiaries comply with all applicable data privacy and security laws (e.g., **GDPR**) and internal policies, providing accurate notice of privacy practices. No notices of actual or potential liability or violations have been received[104](index=104&type=chunk) [3(nn) Office of Foreign Assets Control](index=21&type=section&id=3(nn)%20Office%20of%20Foreign%20Assets%20Control) Neither the Company nor its affiliates, directors, officers, or employees are subject to U.S. or international sanctions, nor will the proceeds from the transactions be used in violation of such sanctions - Neither the Company nor its affiliates, directors, officers, or employees are subject to Sanctions. Proceeds from transactions will not be used in violation of Sanctions[106](index=106&type=chunk) [3(oo) U.S. Real Property Holding Corporation](index=21&type=section&id=3(oo)%20U.S.%20Real%20Property%20Holding%20Corporation) The Company is not and has never been a U.S. real property holding corporation under Section 897 of the Internal Revenue Code - The Company is not and has never been a U.S. real property holding corporation[107](index=107&type=chunk) [3(pp) Bank Holding Company Act](index=21&type=section&id=3(pp)%20Bank%20Holding%20Company%20Act) Neither the Company nor its Subsidiaries or Affiliates are subject to the Bank Holding Company Act of 1956 or regulation by the Federal Reserve - Neither the Company nor its Subsidiaries or Affiliates are subject to the Bank Holding Company Act or Federal Reserve regulation, nor do they control significant interests in regulated entities[108](index=108&type=chunk) [3(qq) Money Laundering](index=21&type=section&id=3(qq)%20Money%20Laundering) The Company and its Subsidiaries' operations comply with applicable Money Laundering Laws, and no related actions or proceedings are pending or threatened - The Company and its Subsidiaries comply with Money Laundering Laws, and no related actions or proceedings are pending or threatened[109](index=109&type=chunk) [3(rr) FINRA Member Shareholders](index=21&type=section&id=3(rr)%20FINRA%20Member%20Shareholders) There are no undisclosed affiliations with any FINRA member firm among the Company's officers, directors, or 5% or greater stockholders - No undisclosed affiliations with FINRA member firms exist among the Company's officers, directors, or **5%+** stockholders[110](index=110&type=chunk) [4. Agreements](index=22&type=section&id=4.%20Agreements) This chapter outlines the Company's ongoing obligations to the Manager for regulatory filings, disclosure, due diligence, and offering operations - The Company agrees to provide the Manager with copies of all amendments and supplements to the Registration Statement and Prospectus for review, and to promptly notify the Manager of any filings, SEC requests, or stop orders[112](index=112&type=chunk) [4(a) Right to Review Amendments and Supplements to Registration Statement and Prospectus](index=22&type=section&id=4(a)%20Right%20to%20Review%20Amendments%20and%20Supplements%20to%20Registration%20Statement%20and%20Prospectus) The Company agrees to provide the Manager with copies of all amendments and supplements to the Registration Statement and Prospectus for review prior to filing - The Company must furnish the Manager with proposed amendments/supplements for review before filing and promptly advise the Manager of filings, SEC requests, or stop orders[112](index=112&type=chunk) [4(b) Subsequent Events](index=22&type=section&id=4(b)%20Subsequent%20Events) If any event occurs before the Settlement Date that would cause the Registration Statement or Prospectus to contain a material misstatement or omission, the Company will promptly notify the Manager and amend or supplement the documents - The Company will promptly notify the Manager and amend the Registration Statement or Prospectus if any event causes a material misstatement or omission before the Settlement Date[113](index=113&type=chunk) [4(c) Notification of Subsequent Filings](index=23&type=section&id=4(c)%20Notification%20of%20Subsequent%20Filings) During the period when a prospectus is required, if any event necessitates an amendment to the Registration Statement or Prospectus to comply with securities laws or correct misstatements, the Company will promptly notify the Manager and file the necessary amendments or supplements - The Company will promptly notify the Manager and file necessary amendments or supplements if any event requires changes to the Registration Statement or Prospectus for compliance or to correct misstatements[115](index=115&type=chunk) [4(d) Earnings Statements](index=23&type=section&id=4(d)%20Earnings%20Statements) The Company will make earnings statements generally available to satisfy Section 11(a) of the Act and Rule 158, with compliance with Exchange Act reporting requirements deemed sufficient - The Company will make earnings statements available to satisfy Section 11(a) of the Act and Rule 158, with Exchange Act reporting deemed sufficient[116](index=116&type=chunk) [4(e) Delivery of Registration Statement](index=23&type=section&id=4(e)%20Delivery%20of%20Registration%20Statement) Upon request, the Company will furnish the Manager and its counsel with signed copies of the Registration Statement and sufficient copies of the Prospectus and any Issuer Free Writing Prospectus, covering all printing expenses - The Company will furnish signed copies of the Registration Statement and sufficient copies of the Prospectus and Issuer Free Writing Prospectus to the Manager upon request, covering all printing expenses[117](index=117&type=chunk) [4(f) Qualification of Shares](index=23&type=section&id=4(f)%20Qualification%20of%20Shares) The Company will arrange for the qualification of Shares for sale in designated jurisdictions and maintain such qualifications, but is not obligated to qualify to do business or be subject to service of process in new jurisdictions - The Company will qualify Shares for sale in designated jurisdictions, but is not obligated to qualify to do business or be subject to service of process in new jurisdictions[118](index=118&type=chunk) [4(g) Free Writing Prospectus](index=24&type=section&id=4(g)%20Free%20Writing%20Prospectus) Both the Company and the Manager agree to obtain prior written consent for any Free Writing Prospectus and to treat any consented-to "Permitted Free Writing Prospectus" as an Issuer Free Writing Prospectus - Both parties must consent to any Free Writing Prospectus, and any '**Permitted Free Writing Prospectus**' must comply with Rules 164 and 433[120](index=120&type=chunk) [4(h) Subsequent Equity Issuances](index=24&type=section&id=4(h)%20Subsequent%20Equity%20Issuances) The Company will not deliver a Sales Notice for two Trading Days prior to any other equity issuance (except for employee plans, conversions, or non-capital raising private transactions), subject to Manager's waiver - The Company must provide **two Trading Days'** notice before other equity issuances, with exceptions for employee equity plans, conversions of existing Common Stock Equivalents, and privately negotiated transactions not for capital raising[121](index=121&type=chunk) [4(i) Market Manipulation](index=24&type=section&id=4(i)%20Market%20Manipulation) Until termination, the Company will not take any action designed to stabilize or manipulate the price of its securities in violation of the Act, Exchange Act, or Regulation M - The Company commits not to engage in market stabilization or manipulation activities in violation of securities laws or Regulation M[122](index=122&type=chunk) [4(j) Notification of Incorrect Certificate](index=24&type=section&id=4(j)%20Notification%20of%20Incorrect%20Certificate) The Company will immediately advise the Manager of any information or fact that would alter or affect any opinion, certificate, or document previously provided - The Company will immediately notify the Manager of any information affecting previously provided opinions, certificates, or documents[123](index=123&type=chunk) [4(k) Certification of Accuracy of Disclosure](index=25&type=section&id=4(k)%20Certification%20of%20Accuracy%20of%20Disclosure) On each "Representation Date" (e.g., filing 10-K/10-Q, amendments), the Company must furnish a certificate confirming the accuracy of disclosures, with certain waivers applicable when no Sales Notice is pending - On each '**Representation Date**' (e.g., filing 10-K, 10-Q, material 8-K, new/amended Registration Statement/Prospectus), the Company must provide a certificate affirming the accuracy of disclosures, with waivers possible if no Sales Notice is pending[125](index=125&type=chunk) [4(l) Bring Down Opinions; Negative Assurance](index=25&type=section&id=4(l)%20Bring%20Down%20Opinions%3B%20Negative%20Assurance) Within five Trading Days of each Representation Date, the Company must furnish a written opinion and negative assurance statement from Company Counsel, subject to certain waivers - Within **five Trading Days** of each '**Representation Date**', the Company must provide a written opinion and negative assurance statement from Company Counsel, with waivers for certain dates unless specifically requested by the Manager[126](index=126&type=chunk) [4(m) Auditor Bring Down "Comfort" Letter](index=26&type=section&id=4(m)%20Auditor%20Bring%20Down%20%22Comfort%22%20Letter) Within five Trading Days of each Representation Date, the Company must cause its auditors to furnish a comfort letter and its CFO to furnish a certificate, subject to certain waivers - Within **five Trading Days** of each '**Representation Date**', the Company must provide an auditor's comfort letter and a CFO certificate, with waivers for certain dates unless specifically requested by the Manager[128](index=128&type=chunk) [4(n) Due Diligence Session](index=26&type=section&id=4(n)%20Due%20Diligence%20Session) The Company will conduct due diligence sessions at the commencement/recommencement of the offering and on each Representation Date, including management, counsel, and accountants, and will reimburse Manager's counsel fees up to $2,500 per session - The Company will conduct due diligence sessions at the start/recommencement of the offering and on each '**Representation Date**', involving management, counsel, and accountants. The Company will reimburse Manager's counsel fees up to **$2,500** per session[129](index=129&type=chunk) [4(o) Acknowledgment of Trading](index=26&type=section&id=4(o)%20Acknowledgment%20of%20Trading) The Company consents to the Manager trading in the Common Stock for its own account and for its clients concurrently with sales of Shares under the Agreement - The Company consents to the Manager trading Common Stock for its own account and clients concurrently with Share sales under the Agreement[130](index=130&type=chunk) [4(p) Disclosure of Shares Sold](index=27&type=section&id=4(p)%20Disclosure%20of%20Shares%20Sold) The Company will disclose the number of Shares sold, Net Proceeds, and Manager compensation in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and more frequently if required by Commission policy - The Company will disclose the number of Shares sold, Net Proceeds, and Manager compensation in its **10-K** and **10-Q** reports, and potentially more frequently via **8-K** or Prospectus Supplement if required[132](index=132&type=chunk) [4(q) Rescission Right](index=27&type=section&id=4(q)%20Rescission%20Right) If the conditions in Section 6 are not satisfied by the Settlement Date, the Company will offer purchasers the right to refuse to purchase and pay for Shares - The Company will offer a rescission right to purchasers if conditions in Section 6 are not met by the Settlement Date[133](index=133&type=chunk) [4(r) Bring Down of Representations and Warranties](index=27&type=section&id=4(r)%20Bring%20Down%20of%20Representations%20and%20Warranties) Each acceptance of an offer or execution of a Terms Agreement is deemed an affirmation that the Company's representations and warranties remain true and correct as of that date and the subsequent Settlement Date/Time of Delivery - Each sale or Terms Agreement execution affirms that the Company's representations and warranties are true and correct as of that date and the Settlement Date/Time of Delivery[134](index=134&type=chunk) [4(s) Reservation of Shares](index=27&type=section&id=4(s)%20Reservation%20of%20Shares) The Company must ensure sufficient authorized shares are reserved for issuance and will use commercially reasonable efforts to list and maintain the listing of Shares on the Trading Market - The Company must reserve sufficient authorized shares for issuance and use commercially reasonable efforts to list and maintain the listing of Shares on the Trading Market[135](index=135&type=chunk) [4(t) Obligation Under Exchange Act](index=28&type=section&id=4(t)%20Obligation%20Under%20Exchange%20Act) During any period when a prospectus is required, the Company will file all documents required by the Exchange Act within the prescribed time periods - The Company will file all required Exchange Act documents within prescribed time periods when a prospectus is required[137](index=137&type=chunk) [4(u) DTC Facility](index=28&type=section&id=4(u)%20DTC%20Facility) The Company will cooperate with the Manager and use reasonable efforts to make the Shares eligible for clearance and settlement through DTC facilities - The Company will cooperate to make Shares eligible for DTC clearance and settlement[138](index=138&type=chunk) [4(v) Use of Proceeds](index=28&type=section&id=4(v)%20Use%20of%20Proceeds) The Company will apply the Net Proceeds from the sale of Shares in the manner specified in the Prospectus - Net Proceeds from Share sales will be used as described in the Prospectus[138](index=138&type=chunk) [4(w) Filing of Prospectus Supplement](index=28&type=section&id=4(w)%20Filing%20of%20Prospectus%20Supplement) For any sales not made in "at the market" offerings (e.g., Placements), the Company will file a Prospectus Supplement detailing the transaction terms, amount of Shares sold, price, and Manager's compensation - For non-'at the market' sales, the Company will file a Prospectus Supplement detailing transaction terms, Shares sold, price, and Manager's compensation[139](index=139&type=chunk) [4(x) Additional Registration Statement](index=28&type=section&id=4(x)%20Additional%20Registration%20Statement) If the current Registration Statement is unavailable for sales, the Company will file a new registration statement for additional shares and cause it to become effective promptly - If the current Registration Statement is unavailable, the Company will file and promptly make effective a new registration statement for additional shares[140](index=140&type=chunk) [5. Payment of Expenses](index=29&type=section&id=5.%20Payment%20of%20Expenses) The Company agrees to cover all costs and expenses related to its obligations under the Agreement, including regulatory, printing, and legal fees - The Company is responsible for all costs and expenses related to the offering, including SEC filing fees, printing, and legal fees. Manager's counsel fees are capped at **$50,000** at Execution Time, plus **$2,500** per Representation Date for due diligence[142](index=142&type=chunk) [6. Conditions to the Obligations of the Manager](index=29&type=section&id=6.%20Conditions%20to%20the%20OBLIGATIONS%20of%20the%20Manager) The Manager's obligations are contingent on the Company's representations, performance, and satisfaction of specific conditions, including regulatory filings and legal opinions - The Manager's obligations are subject to the accuracy of Company representations, Company performance, and specific conditions including timely filing of Prospectus Supplements, delivery of Company Counsel opinions, Officer's Certificates, and Accountants' 'Comfort' Letters[143](index=143&type=chunk)[144](index=144&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) [6(a) Filing of Prospectus Supplement](index=29&type=section&id=6(a)%20Filing%20of%20Prospectus%20Supplement) A condition for the Manager's obligations is the timely filing of the Prospectus and any supplements with the Commission, and that no stop order or objection to the Registration Statement's use has been issued or threatened - The Prospectus and supplements must be filed timely, and no stop orders or objections to the Registration Statement's use should be pending or threatened[143](index=143&type=chunk) [6(b) Delivery of Opinion](index=29&type=section&id=6(b)%20Delivery%20of%20Opinion) The Company must cause its counsel to furnish a satisfactory legal opinion and negative assurance statement to the Manager - Company Counsel must provide a satisfactory legal opinion and negative assurance statement to the Manager[144](index=144&type=chunk) [6(c) Delivery of Officer's Certificate](index=30&type=section&id=6(c)%20Delivery%20of%20Officer's%20Certificate) The Company must provide a certificate signed by its CEO/President and principal financial/accounting officer, confirming the accuracy of representations, compliance with agreements, absence of stop orders, and no Material Adverse Effect since the most recent financial statements - A certificate from the CEO/President and CFO/CAO must confirm the accuracy of representations, compliance, absence of stop orders, and no '**Material Adverse Effect**' since the latest financial statements[146](index=146&type=chunk) [6(d) Delivery of Accountants' "Comfort" Letter](index=30&type=section&id=6(d)%20Delivery%20of%20Accountants'%20%22Comfort%22%20Letter) The Company must ensure its independent accountants furnish a satisfactory "comfort" letter to the Manager, confirming their independence and providing customary comfort regarding financial information - The Company's independent accountants must provide a satisfactory '**comfort**' letter, confirming independence and customary comfort on financial information[147](index=147&type=chunk) [6(e) No Material Adverse Event](index=31&type=section&id=6(e)%20No%20Material%20Adverse%20Event) There must be no material adverse change or decrease in financial results or condition of the Company and its subsidiaries since the dates of disclosed information, which, in the Manager's sole judgment, would make the offering impractical - No '**Material Adverse Event**' (change or decrease in financial results or condition) must have occurred since the disclosed information dates, which, in the Manager's sole judgment, would make the offering impractical[149](index=149&type=chunk) [6(f) Payment of All Fees](index=31&type=section&id=6(f)%20Payment%20of%20All%20Fees) The Company must have paid all required Commission filing fees relating to the Shares within the specified timeframes - All required Commission filing fees for the Shares must be paid within the specified timeframes[150](index=150&type=chunk) [6(g) No FINRA Objections](index=31&type=section&id=6(g)%20No%20FINRA%20Objections) FINRA must not have raised any objections regarding the fairness and reasonableness of the Agreement's terms and arrangements - FINRA must not have objected to the fairness and reasonableness of the Agreement's terms[151](index=151&type=chunk) [6(h) Shares Listed on Trading Market](index=31&type=section&id=6(h)%20Shares%20Listed%20on%20Trading%20Market) The Shares must be listed and authorized for trading on the Trading Market, with satisfactory evidence provided to the Manager - The Shares must be listed and authorized for trading on the Trading Market, with evidence provided to the Manager[151](index=151&type=chunk) [6(i) Other Assurances](index=31&type=section&id=6(i)%20Other%20Assurances) Prior to each Settlement Date and Time of Delivery, the Company must furnish any further information, certificates, and documents reasonably requested by the Manager - The Company must provide any additional information, certificates, and documents reasonably requested by the Manager prior to each Settlement Date and Time of Delivery[152](index=152&type=chunk) [7. Indemnification and Contribution](index=32&type=section&id=7.%20Indemnification%20and%20Contribution) This chapter outlines indemnification and contribution obligations between the Company and Manager for losses from misstatements or breaches - The Company indemnifies the Manager for losses from misstatements/omissions in offering documents or breaches of the Agreement, except for information provided by the Manager. The Manager indemnifies the Company for losses from information it provided, capped at the **Broker Fee**[156](index=156&type=chunk)[157](index=157&type=chunk) [7(a) Indemnification by Company](index=32&type=section&id=7(a)%20Indemnification%20by%20Company) The Company agrees to indemnify the Manager and its affiliates against losses, claims, damages, or liabilities arising from untrue statements or omissions in the Registration Statement, Prospectus, or other offering documents, or from any breach of the Agreement - The Company indemnifies the Manager for losses arising from untrue statements or omissions in offering documents or breaches of the Agreement, unless based on information furnished by the Manager[156](index=156&type=chunk) [7(b) Indemnification by Manager](index=32&type=section&id=7(b)%20Indemnification%20by%20Manager) The Manager agrees to indemnify the Company and its affiliates for losses arising from untrue statements or omissions based on written information specifically furnished by the Manager for inclusion in the offering documents - The Manager indemnifies the Company for losses arising from untrue statements or omissions based on information specifically furnished by the Manager, with liability capped at the **Broker Fee**[157](index=157&type=chunk) [7(c) Indemnification Procedures](index=33&type=section&id=7(c)%20Indemnification%20Procedures) This section outlines the procedures for indemnification, including prompt notification of actions, the indemnifying party's right to appoint counsel, and conditions under which the indemnified party may retain separate counsel - Indemnification procedures include prompt notification of actions, the indemnifying party's right to appoint counsel, and conditions for the indemnified party to employ separate counsel (e.g., conflict of interest, different legal defenses)[159](index=159&type=chunk) [7(d) Contribution](index=34&type=section&id=7(d)%20Contribution) If indemnification is unavailable, the Company and Manager agree to contribute to losses based on relative benefits received and relative fault, with the Manager's contribution capped at the Broker Fee - If indemnification is unavailable, contribution to losses is based on relative benefits and fault, with the Manager's contribution capped at the **Broker Fee**. This considers factors like information provision, intent, and knowledge[161](index=161&type=chunk) [8. Termination](index=34&type=section&id=8.%20Termination) This chapter details the conditions and procedures for termination of the Agreement by either party, including notice requirements and surviving sections - Both the Company and the Manager have the right to terminate the Agreement with written notice. Certain sections (**5, 6, 7, 8, 9, 10, 12, 14, 15, 16**) survive termination, and pending sales will settle[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) [8(a) Company's Right to Terminate](index=34&type=section&id=8(a)%20Company's%20Right%20to%20Terminate) The Company may terminate the Agreement with ten Business Days' prior written notice, without liability except for pending sales and the survival of specific sections - The Company can terminate with **10 Business Days'** notice, with pending sales and specific sections (**5, 6, 7, 8, 9, 10, 12, 14, 15, 16**) surviving[162](index=162&type=chunk) [8(b) Manager's Right to Terminate](index=35&type=section&id=8(b)%20Manager's%20Right%20to%20Terminate) The Manager may terminate the Agreement at any time by written notice, without liability except for the survival of specific sections - The Manager can terminate at any time, with specific sections (**5, 6, 7, 8, 9, 10, 12, 14, 15, 16**) surviving[163](index=163&type=chunk) [8(c) Mutual Agreement](index=35&type=section&id=8(c)%20Mutual%20Agreement) The Agreement remains in effect until terminated by either party or by mutual agreement, with the same specific sections surviving any mutual termination - The Agreement remains in effect until terminated by either party or mutual agreement, with specific sections (**5, 6, 7, 8, 9, 10, 12, 14, 15, 16**) surviving[164](index=164&type=chunk) [8(d) Effective Date of Termination](index=35&type=section&id=8(d)%20Effective%20Date%20of%20Termination) Termination is effective on the date specified in the notice, but not before the close of business on the date of receipt - Termination is effective on the specified date, but not before the close of business on the notice receipt date. Pending Share sales will settle as per the Agreement[165](index=165&type=chunk) [8(e) Manager's Termination Rights for Principal Purchases](index=35&type=section&id=8(e)%20Manager's%20Termination%20Rights%20for%20Principal%20Purchases) For purchases where the Manager acts as principal (Terms Agreement), the Manager can terminate its obligations if market trading is suspended, a banking moratorium is declared, or a calamity makes the offering impractical - The Manager can terminate principal purchase obligations under a Terms Agreement if market trading is suspended, a banking moratorium is declared, or a calamity makes the offering impractical[166](index=166&type=chunk) [9. Representations and Indemnities to Survive](index=35&type=section&id=9.%20Representations%20and%20Indemnities%20to%20Survive) All representations, warranties, and indemnities made in the Agreement survive the delivery and payment for Shares, remaining in full force - All representations, warranties, and indemnities survive the delivery and payment for Shares, remaining in full force regardless of any investigations[167](index=167&type=chunk) [10. Notices](index=36&type=section&id=10.%20Notices) All communications under the Agreement must be in writing, effective upon receipt, and sent to the specified addresses - All communications must be in writing, effective upon receipt, and sent to the specified addresses of the Company and the Manager[169](index=169&type=chunk) [11. Successors](index=36&type=section&id=11.%20Successors) The Agreement binds the parties, their successors, and related individuals (officers, directors, employees, agents, controlling persons) as specified in Section 7 - The Agreement binds the parties, their successors, and related individuals (officers, directors, employees, agents, controlling persons) as specified in Section 7[170](index=170&type=chunk) [12. No Fiduciary Duty](index=36&type=section&id=12.%20No%20Fiduciary%20Duty) The Company acknowledges an arm's-length transaction, with the Manager acting solely as sales agent/principal, not as a fiduciary - The Company acknowledges an arm's-length transaction, with the Manager acting solely as sales agent/principal, not as a fiduciary. The Company retains responsibility for its own judgments[171](index=171&type=chunk) [13. Integration](index=36&type=section&id=13.%20Integration) This Agreement and any Terms Agreement supersede all prior agreements and understandings between the Company and the Manager - This Agreement and any Terms Agreement supersede all prior agreements and understandings between the Company and the Manager[172](index=172&type=chunk) [14. Amendments; Waivers](index=36&type=section&id=14.%20Amendments%3B%20Waivers) Amendments or waivers require a written instrument signed by both parties; a waiver of one default is not a continuing waiver - Amendments or waivers require a written instrument signed by both parties. A waiver of one default is not a continuing waiver or a waiver of other provisions[173](index=173&type=chunk) [15. Applicable Law](index=37&type=section&id=15.%20Applicable%20Law) The Agreement is governed by New York law, with exclusive jurisdiction in New York courts; prevailing party gets attorney's fees - The Agreement is governed by New York law. Exclusive jurisdiction for legal actions is in New York Supreme Court or the U.S. District Court for the Southern District of New York. The prevailing party in enforcement actions will be reimbursed for attorney's fees[175](index=175&type=chunk) [16. WAIVER OF JURY TRIAL](index=37&type=section&id=16.%20WAIVER%20OF%20JURY%20TRIAL) The Company irrevocably waives its right to a jury trial for any legal proceeding related to this Agreement or its transactions - The Company irrevocably waives its right to a jury trial for any legal proceeding related to this Agreement or its transactions[176](index=176&type=chunk) [17. Counterparts](index=37&type=section&id=17.%20Counterparts) The Agreement can be executed in multiple counterparts, including electronically, with each considered an original - The Agreement can be executed in multiple counterparts, including electronically, with each considered an original[176](index=176&type=chunk) [18. Headings](index=37&type=section&id=18.%20Headings) Section headings are for convenience only and do not affect the Agreement's construction - Section headings are for convenience only and do not affect the Agreement's construction[177](index=177&type=chunk) [Signatures](index=38&type=section&id=Signatures) This section contains the signatures of Mawson Infrastructure Group Inc. and H.C. Wainwright & Co., LLC, confirming agreement to the terms - The Agreement is signed by Kaliste Saloom, Interim Chief Executive Officer, General Counsel and Corporate Secretary for Mawson Infrastructure Group Inc., and Edward D. Silvera, Chief Operating Officer for H.C. Wainwright & Co., LLC[179](index=179&type=chunk)[180](index=180&type=chunk) [ANNEX I: Form of Terms Agreement](index=39&type=section&id=ANNEX%20I%3A%20Form%20of%20Terms%20Agreement) Annex I is a template for a Terms Agreement for direct sales of shares to the Manager as principal, incorporating the main agreement - Annex I is a template for a 'Terms Agreement' for direct sales of 'Purchased Shares' to the Manager as principal. It incorporates the main 'At The Market Offering Agreement' by reference, with representations and warranties deemed made as of the Terms Agreement date[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk)

Acquisition and Strategic Development - Safe and Green Development Corporation completed the acquisition of Resource Group US Holdings LLC, marking a strategic shift towards engineered soils and organic recycling [196]. - The company plans to monetize real estate holdings by selling properties with significant value appreciation, reinvesting proceeds into operations [195]. - The company is focusing on developing sustainable single-family housing in Southern Texas through joint ventures and investments in AI technologies [195]. - The company intends to optimize and operate its legacy real estate assets while supporting the growth of Resource Group [197]. Financial Performance - For the three months ended September 30, 2025, the company generated revenues of $3,515,708, a significant increase of $3,434,498 compared to $81,210 for the same period in 2024, primarily due to the acquisition of Resource Group [209]. - For the nine months ended September 30, 2025, the company reported revenues of $4,936,388, an increase of $4,763,200 from $173,188 in 2024, driven by the Resource Group acquisition [216]. - Total payroll and related expenses for the three months ended September 30, 2025, were $1,038,146, up from $521,305 in 2024, reflecting an increase of $516,841 primarily due to the Resource Group acquisition [210]. - General and administrative expenses rose to $2,036,116 for the three months ended September 30, 2025, compared to $778,448 in 2024, an increase of $1,257,668 attributed to higher professional fees and impairment of intangible assets [212]. - The company incurred an operating loss of $2,332,305 for the three months ended September 30, 2025, compared to a loss of $1,390,763 in 2024 [208]. - Net loss for the nine months ended September 30, 2025, was $12,254,272, compared to a net loss of $7,378,464 for the same period in 2024 [224]. - Interest expense increased to $3,789,105 for the nine months ended September 30, 2025, from $2,583,053 in 2024, reflecting a rise of $1,206,052 due to higher notes payable [221]. - Cash used in operating activities was $188,060 for the nine months ended September 30, 2025, a decrease of $1,733,138 compared to $1,545,078 used in the same period in 2024 [225]. - Bad debt expense for the nine months ended September 30, 2025, was $3,025,000, a significant increase from $0 in 2024, due to uncertainty regarding the collectability of a note receivable [220]. Financial Condition and Risks - The company has expressed substantial doubt about its ability to continue as a going concern, highlighting risks in its financial condition [189]. - The company does not currently intend to pay dividends on its common stock, relying on stock price appreciation for shareholder returns [189]. - The company is subject to various risks, including potential development delays, supply chain disruptions, and legislative changes that could impact operations [190]. - The company has a high concentration of properties in certain states, which poses risks in its property portfolio [189]. Capital Raising Activities - In July 2025, the company raised approximately $560,422 by selling 309,691 shares of common stock at $0.9094 per share, along with warrants [198]. - The October 2025 private placement raised approximately $8.175 million from the issuance of 360,000 shares of Series B Non-Voting Convertible Preferred Stock [207]. Liquidity Position - The company had cash of $233,037 as of September 30, 2025, down from $296,202 at the end of 2024, indicating liquidity challenges [224].

Financial Performance - Total net revenues for Q3 2025 were $5.284 million, a decrease of 43.3% compared to $9.296 million in Q3 2024[17] - Product sales, net for Q3 2025 were $894 thousand, down 73.7% from $3.393 million in Q3 2024[17] - Total operating expenses for Q3 2025 were $18.184 million, a decrease of 8.0% compared to $20.823 million in Q3 2024[17] - Net loss for Q3 2025 was $23.076 million, compared to a net loss of $16.098 million in Q3 2024, representing a 43.5% increase in losses[17] - The company reported a comprehensive loss of $23.073 million for Q3 2025, compared to a comprehensive loss of $16.100 million in Q3 2024[17] - For the nine months ended September 30, 2025, the company reported a net loss of $67,354,000 compared to a net loss of $44,599,000 for the same period in 2024[22] Cash and Liquidity - Cash and cash equivalents decreased to $120 thousand as of September 30, 2025, down from $738 thousand as of December 31, 2024[16] - The company incurred an operating loss of $39,250,000 and net cash used in operating activities of $8,151,000 for the nine months ending September 30, 2025[32] - Cash paid for interest increased to $1,771,000 for the nine months ended September 30, 2025, compared to $144,000 for the same period in 2024[23] - The company reported net cash provided by financing activities of $7,429,000 for the nine months ended September 30, 2025[22] - The company is actively seeking to secure additional outside capital to fund its operations[32] Assets and Liabilities - Total current liabilities increased to $65.314 million as of September 30, 2025, compared to $53.680 million as of December 31, 2024, reflecting a 21.7% increase[16] - Total assets decreased to $114.239 million as of September 30, 2025, down from $132.682 million as of December 31, 2024[16] - As of September 30, 2025, the company had an accumulated deficit of $967,101,000[32] - The company's total debt stood at $4,284 as of September 30, 2025, down from $42,288 on December 31, 2024, indicating a significant reduction in liabilities[90] Stock and Equity - The weighted average shares outstanding for Q3 2025 were 26,347,818, compared to 21,976,339 in Q3 2024[17] - As of September 30, 2025, the total number of common stock shares increased to 28,216,485, reflecting a growth of approximately 14.5% from the previous quarter[19] - The total common stock shares increased from 19,378,192 on January 1, 2024, to 21,984,614 by September 30, 2024, reflecting an increase of approximately 13.5%[18] Research and Development - Research and development expenses for Q3 2025 were $4.598 million, an increase of 17.4% from $3.915 million in Q3 2024[17] Legal and Regulatory Matters - The Company is currently involved in multiple legal proceedings, including a complaint against Evolution Biologyx for approximately $2,350 in unpaid invoices[157] - The Company has accrued $668 for amounts owed to Hackensack Meridian Health related to clinical trial costs, with ongoing disputes regarding improper charges[159] - The Company has not achieved any clinical or regulatory milestones under the Sirion License as of the reporting date[154] Financing Activities - Celularity Inc. issued 2,141,098 shares in a PIPE offering, raising $6,000,000 net of offering expenses[18] - The Company completed a registered direct offering on April 10, 2023, raising approximately $6,000 in gross proceeds from the sale of 923,076 shares and warrants, with net proceeds of $5,505 used to repay obligations[172] - The Company also completed a registered direct offering on July 31, 2023, generating approximately $3,000 in gross proceeds from 857,142 shares, with net proceeds of $2,740 allocated for working capital[174] Asset Acquisitions - The Company entered into an asset purchase agreement to acquire Sequence LifeScience's Rebound™ product for up to $5.5 million, including an upfront payment of $1 million and milestone payments based on net sales[53] - As of September 30, 2025, the Company accrued $3.045 million for milestone payments due to Sequence, including $2.395 million accrued during the nine months ended September 30, 2025[53] Stock-Based Compensation - The company recognized stock-based compensation expenses of $2,966,000 for the quarter ending March 31, 2024, and $2,672,000 for the quarter ending June 30, 2024[18] - The company incurred stock-based compensation expense of $7,126,000 for the nine months ended September 30, 2025[22] Debt and Interest - The Company entered into a loan agreement for $3,000 with a 15.0% interest rate, which was extended to December 31, 2025[105][107] - The Starr Bridge Loan of $5,000 has an interest rate of 12.0%, increasing to 15.0% in the event of default, and was set to mature on March 17, 2025[109] - The Company recognized a loss on extinguishment of debt of $233 due to a substantial modification of the convertible promissory note[96] Inventory and Expenses - As of September 30, 2025, the company's net inventory was $9,515, a decrease of 47% from $17,996 on December 31, 2024[77] - The total prepaid expenses and other current assets increased to $1,208 as of September 30, 2025, from $857 on December 31, 2024, marking a 41% increase[80] - The Company recognized write-offs of capitalized bulk material costs amounting to $1,387 and $3,903 for the three and nine months ended September 30, 2025, respectively[78] Accounting and Fair Value - The Company is currently evaluating the impact of recently issued accounting pronouncements on its consolidated financial statements[49] - The fair value measurement of the warrant liabilities utilizes Level 3 inputs, including expected volatility based on historical data of comparable public companies[72]

Financial Performance - Sales increased by $174,486, or 31.4%, to $729,394 for Q3 2025 compared to $554,908 for Q3 2024, primarily due to sales of FemBloc[8] - Net loss was $4,194,821, or ($0.10) per share for Q3 2025, compared to a net loss of $5,408,860, or ($0.24) per share for Q3 2024[8] - Cash and cash equivalents as of September 30, 2025, was approximately $4.6 million, with an accumulated deficit of approximately $141.9 million[8] Research and Development - Research and development expenses decreased by $921,219, or 40.0%, to $1,382,022 for Q3 2025 compared to $2,303,241 for Q3 2024, primarily due to commercialization of development products into inventory[8] Assets and Funding - Total assets increased to $16,290,153 as of September 30, 2025, compared to $12,445,002 as of December 31, 2024[10] - The company announced a definitive agreement for the issuance of $12 million in secured convertible notes, with total potential funding of $58 million if all warrants are exercised[4] Market Expansion - Regulatory approvals for the complete FemBloc System were secured in the U.K. and New Zealand, expanding access across Europe and the Asia-Pacific region[3] - The company received initial commercial orders from distribution partners in Spain and France, indicating early momentum in market expansion[3] - The company announced a partnership with Kebomed to commercialize FemBloc in France and the Benelux region[4] Operational Outlook - The company expects its current cash and cash equivalents will be sufficient to fund ongoing operations into September 2026[8]

Financial Performance - For the three months ended September 30, 2025, net income attributable to common stockholders was $282, compared to a loss of $1,970 for the same period in 2024[165]. - FFO for the three months ended September 30, 2025, was $4,217, an increase of 90% from $2,216 in 2024[165]. - AFFO for the three months ended September 30, 2025, was $4,511, up from $3,702 in 2024, representing a 22% increase[165]. - The rental revenue for the nine months ended September 30, 2025, remained constant at $34.8 million compared to 2024[178]. - General and administrative expenses decreased by 10% to $4.6 million for the nine months ended September 30, 2025, down from $5.1 million in 2024[179]. - Other expenses decreased to $3.8 million for the three months ended September 30, 2025, down from $5.9 million in 2024, primarily due to reduced losses on interest rate derivatives[177]. - Depreciation and amortization expense decreased by $1.0 million, or 8%, to $11.4 million for the nine months ended September 30, 2025, primarily due to the classification of a property as held for sale[181]. - The gain on sale of real estate investments was $0.1 million for the nine months ended September 30, 2025, compared to $3.4 million in 2024[184]. - Other expenses decreased to $11.5 million for the nine months ended September 30, 2025, from $11.8 million in 2024, primarily due to the absence of losses on interest rate derivatives[185]. Real Estate Investments - As of September 30, 2025, the net book value of the company's real estate investments was $462.9 million[124]. - The annual base rent (ABR) totaled $38.9 million, with 39 industrial properties representing approximately 82% of the portfolio by ABR[129]. - The occupancy rate of the portfolio was 96%, with a weighted average remaining lease term (WALT) of approximately 14.2 years[129]. - The company transformed its portfolio, increasing the percentage of ABR from industrial properties to 82% by September 30, 2025, up from 41% in December 2021[167]. - The weighted average lease term (WALT) increased to 14.2 years as of September 30, 2025, compared to 6.1 years in December 2021[167]. - The company acquired an industrial property for $6.1 million, representing an initial cap rate of 8.00%[150]. - The company owned 43 operating properties as of September 30, 2025, with acquisitions made in March 2025 and July 2024[170]. Debt and Liquidity - The company has a leverage ratio of 47.6% as of December 31, 2024, and 100% of consolidated indebtedness has a weighted average fixed interest rate of 4.27%[128][133]. - The Credit Facility includes a $280.0 million line of credit, with a $30.0 million revolving line and a $250.0 million term loan[140]. - The interest rate on the Revolver was 6.10% as of October 31, 2025, with a leverage ratio of 47.7%[142]. - The company expects to have adequate liquidity to meet cash requirements for the next 12 months and beyond[137]. - As of September 30, 2025, the outstanding principal balance of the Term Loan was $250.0 million, with a leverage ratio of 47.6%[143]. Stock and Dividends - The company sold 79,415 shares of Class C Common Stock in the ATM Offering during the three months ended September 30, 2025, generating proceeds of $1.2 million[138]. - The company repurchased Series A Preferred Stock for $6.5 million during the nine months ended September 30, 2025[158]. - Preferred dividends declared for the first three quarters of 2025 totaled $0.8 million each, paid on April 15, July 15, and October 15, 2025[186]. - The company repurchased 275,000 shares of Series A Preferred Stock for a total of $6.5 million at an average cost of $23.74 per share, representing 13.8% of shares issued[190]. - The company intends to maintain its REIT status, which requires distributing at least 90% of its annual taxable income[191]. - The distribution rate for common stock is determined by the board of directors and has not been pre-established[187]. Expenses and Obligations - The company had obligations to reimburse $2.2 million for future tenant improvements expected to be incurred by tenants as of September 30, 2025[153]. - The company has identified approximately $0.5 million of capital expenditures expected to be completed in the next 12 months[154]. - The company paid aggregate premiums of $4.2 million during the nine months ended September 30, 2025, to buy down the swaps fixed rate[157]. - Stock compensation expense for the nine months ended September 30, 2025, was $2.1 million, a 38% increase from $1.5 million in 2024[180]. Compliance and Accounting - The company was in compliance with all financial loan covenants as of September 30, 2025[148]. - The company has not made significant changes to its accounting policies during the three months ended September 30, 2025[193]. Impairments - An impairment charge of $4.0 million was recorded for property and equipment in Saint Paul, Minnesota, during the nine months ended September 30, 2025, with no impairment charges in the same period of 2024[183].

Financial Position - As of September 30, 2025, Lunai Bioworks Inc. reported cash and cash equivalents of $624,808 and an accumulated deficit of $507,643,549 [142]. - The company has a working capital deficit of $18,922,114, raising substantial doubt about its ability to continue as a going concern for one year after the financial statements are issued [142]. - Total assets decreased to $6,960,663 as of September 30, 2025, from $8,230,840 as of June 30, 2025 [158]. - Total liabilities decreased to $20,001,437 as of September 30, 2025, from $29,580,681 as of June 30, 2025 [159]. - The company incurred net cash used in operating activities of $1,349,110 for the three months ended September 30, 2025, compared to $2,016,328 in 2024 [160]. - Cash provided by financing activities was $1,343,357 for the three months ended September 30, 2025, compared to $2,029,183 in 2024 [162]. - The company has never generated revenues and does not anticipate earning any until its therapies or products are approved for marketing and sale [148]. Operational Performance - Operating expenses for the three months ended September 30, 2025, were $3,308,360, a decrease of $50,030,194 or approximately 94% compared to $53,338,554 in 2024 [149]. - General and administrative expenses decreased by $2,890,735 or approximately 55%, from $5,301,251 in 2024 to $2,410,516 in 2025 [150]. - Research and development expenses dropped by $365,782 or approximately 94%, from $390,189 in 2024 to $24,407 in 2025 [151]. - The company reported a net income of $2,819,021 for the three months ended September 30, 2025, compared to a net loss of $44,212,036 in 2024, representing a decrease in net loss of $47,031,057 or approximately 106% [153]. - As of September 30, 2025, the company had $624,808 in cash, an increase of 574% compared to $92,700 as of June 30, 2025 [157]. Business Development - Renovaro Biosciences aims to develop advanced allogeneic cell and gene therapies for long-term cancer remission and serious infectious diseases, pending necessary funding [117]. - The allogeneic cell therapy platform has completed the pre-IND and IND-enabling phase, focusing on long-term remission of solid tumors, particularly pancreatic cancer [122]. - BioSymetrics integrates multimodal data sources to advance biomarker discovery and therapeutic development, collaborating with pharmaceutical companies and healthcare providers [127][128]. - BioSymetrics has developed a proprietary knowledge graph, the Phenograph, mapping 5,856 diseases and 16,676 human genes to enhance drug target identification [131]. - The company screened 1,400 compounds in a zebrafish model, identifying a hit compound that showed efficacy in a mouse seizure model, progressing as a potential therapeutic [133]. - BioSymetrics intends to expand its platform across biopharmaceutical and healthcare markets, focusing on compliance with healthcare data privacy regulations [137]. Corporate Changes - GediCube, B.V., acquired in February 2024, filed for bankruptcy and will no longer be reported on starting in Q2 2026 [116]. - The company has incurred substantial recurring losses and is dependent on additional financing to fund operations [142].