Financial Results - T Stamp, Inc. reported its results for the nine months ended September 30, 2025[5] - A press release detailing the financial results was issued on November 14, 2025[5] - The financial statements and exhibits related to the report are included as Exhibit 99.1[7] Company Classification - The company is classified as an emerging growth company under the Securities Act[4] Report Details - The report was signed by CEO Gareth Genner on November 14, 2025[10]

Company Overview - The company designs, develops, and manufactures semiconductor products for the Industrial and Defense, Data Center, and Telecommunications industries, serving over 6,000 end customers[17]. - The company operates semiconductor fabrication facilities in Lowell, Massachusetts, and other locations, achieving certifications such as IATF16949 and AS9100D[19]. - The company employed approximately 2,000 individuals worldwide, with 800 in research and development, and 75% of the workforce located in North America[67]. - The company operates multiple wafer fabrication facilities, including locations in Lowell, Massachusetts, and RTP, North Carolina, which are considered competitive advantages[55]. - The company has achieved ISO 9001:2015 certifications across various locations, ensuring quality assurance in operations[61]. - The company has over 70 years of application expertise in semiconductor manufacturing, serving over 6,000 end customers[195]. Growth Strategy - The company’s growth strategy focuses on expanding addressable markets and product portfolios, strengthening customer relationships, and capturing more design wins[18]. - The company continues to invest in proprietary processes and technologies to develop high-value solutions for its primary markets[28]. - MACOM's acquisition strategy aims to accelerate growth, expand its technology portfolio, and create stockholder value[80]. - The company reported revenue growth driven by expanding product portfolios in the I&D, Data Center, and Telecom markets[199]. Market Performance - The company expects revenue growth in the Data Center market driven by the adoption of higher speed processing technologies and upgrades to data center architectures utilizing 100G to 3.2T interconnects[29]. - The Telecom market growth is supported by increasing demand for bandwidth due to applications like video conferencing and IoT, requiring advanced semiconductor solutions[37]. - Revenue in the I&D market is expected to grow due to applications in test and measurement, space-related electronics, and military radar[200]. - The Data Center market revenue is anticipated to increase with the adoption of higher speed processing technologies and upgrades to 100G, 200G, and 400G architectures[201]. - Telecom market revenue growth is projected from 5G deployments and upgrades in communications equipment[202]. Customer Base - Sales to distributors accounted for 32.3%, 29.3%, and 24.0% of revenue in fiscal years 2025, 2024, and 2023, respectively[44]. - The company’s customer base includes OEMs, contract manufacturers, and resellers, with top 25 direct customers accounting for 45.6%, 47.0%, and 51.5% of revenue in fiscal years 2025, 2024, and 2023[46]. - In the fiscal year ended October 3, 2025, sales to the top 10 customers accounted for 56.7% of MACOM's revenue, indicating a reliance on a limited customer base[94]. - Sales to customers located outside the U.S. accounted for 56.3% of total revenue for the fiscal year ended October 3, 2025, with China and the Asia Pacific region contributing 28.4% and 11.5% respectively[109]. Financial Performance - Revenue for fiscal year 2025 reached $967,258 thousand, a 32.6% increase from $729,578 thousand in 2024[214]. - Gross profit for fiscal year 2025 was $529,002 thousand, representing a gross margin of 54.7%, up from 54.0% in 2024[216]. - Research and development expenses increased to $244,466 thousand in 2025, accounting for 25.3% of revenue, compared to 25.0% in 2024[216]. - Total operating expenses for 2025 were $399,350 thousand, which is 41.3% of revenue, down from 43.9% in 2024[216]. - The company reported a net loss of $54,210 thousand in 2025, compared to a net income of $76,859 thousand in 2024[214]. - Interest income for 2025 was $29,853 thousand, while interest expense was $5,516 thousand, resulting in a net interest income of $24,337 thousand[214]. - The loss on extinguishment of debt in 2025 amounted to $193,098 thousand, significantly impacting overall financial performance[214]. Risks and Challenges - The semiconductor industry is cyclical, and MACOM's revenue growth is dependent on successful product development and market demand, particularly in Data Center and Telecom sectors[85][90]. - MACOM faces risks related to supply chain uncertainties, which could impact profitability and revenue if customer demand is mismanaged[88][89]. - Sustained inflation has led to increased costs for labor, materials, and transportation, potentially affecting MACOM's financial condition and profitability[97]. - The company faces significant risks from cybersecurity incidents, which could lead to unauthorized access to sensitive data and result in material adverse effects on business operations and financial results[99]. - The company is subject to various environmental regulations, which may require material future expenditures[63]. - The company may incur substantial costs to comply with environmental laws, and failure to comply could result in fines and operational changes[154]. - The company may face significant risks related to acquisitions, including integration difficulties and potential loss of key personnel[123]. - The company faces risks associated with government contracting, including compliance with federal regulations and potential audits[138]. Compliance and Governance - The company maintains an export compliance program to manage transactions and ensure adherence to export regulations[66]. - The company has invested in data privacy compliance efforts, but risks remain regarding potential fines and reputational harm due to data breaches[159]. - Compliance with evolving cybersecurity and data protection regulations could result in significant expenses and increased compliance burdens[101]. - The company is actively monitoring policy developments that could materially affect its business and financial condition[122]. Workforce and Diversity - The voluntary attrition rate during fiscal year 2025 was approximately 6%[70]. - The company emphasizes diversity, equity, inclusion, and belonging, with approximately 30% of the workforce being female[68]. Acquisitions - In March 2023, MACOM completed the acquisition of Linearizer Technology, Inc., enhancing its component and subsystem design expertise in target markets[76]. - In May 2023, MACOM acquired key manufacturing facilities and assets from OMMIC SAS to expand its European footprint and offer higher frequency GaAs and GaN MMICs[77]. - In December 2023, MACOM acquired certain assets of the RF business of Wolfspeed, Inc., including a portfolio of GaN on Silicon Carbide products for high-performance RF applications[78]. - In November 2024, MACOM completed the acquisition of ENGIN-IC, Inc., a fabless semiconductor company specializing in advanced GaAs and GaN MMICs[79]. Stock and Financial Instruments - The company does not currently use derivative financial instruments to manage investment portfolio risks, exposing it to potential market volatility[106]. - The company does not intend to pay cash dividends for the foreseeable future, as it plans to retain earnings for business development[167]. - The largest stockholder, Susan Ocampo, beneficially owns 12.5% of the common stock, allowing significant influence over management decisions[165]. - Anti-takeover provisions in the company's charter may delay or prevent beneficial changes in control, potentially affecting stock price[166].

Table of Contents FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter 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: 001-41593 ISRAEL ACQUISITIONS CORP (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 87-3587394 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | ...

Table of Contents FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter 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: 001-41593 ISRAEL ACQUISITIONS CORP (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 87-3587394 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | ...

Acquisition and Collaborations - The company acquired 100% of ABCJ, a subsidiary of DEFJ, for a total purchase price of approximately $25 million, which includes $20 million in cash and a $5 million promissory note[219]. - A five-year strategic collaboration agreement with The University of Texas M. D. Anderson Cancer Center was signed, with the company agreeing to fund up to $10 million for clinical trials[310]. Clinical Development and Trials - The company plans to advance TTX-MC138 in a Phase 2a clinical trial, with expectations to commence in the first half of 2026[226]. - Seviprotimut-L, developed by ABCJ, is a Phase 3-ready investigational vaccine for melanoma patients, having been safely administered in clinical trials involving over 1,000 patients[220][225]. - The company received a Fast-Track SBIR Award from the National Cancer Institute, totaling approximately $2.4 million, to fund research activities related to TTX-MC138[241]. - The 2024 Award from the National Cancer Institute is a Direct to Phase II SBIR Award for $1,999,972 to support IND-enabling and clinical trial activities for TTX-MC138[244]. - The Phase 0 clinical trial for TTX-MC138 demonstrated successful delivery to metastatic lesions, with results supporting further clinical evaluation[237][240]. - The FDA approved the IND application for the Phase I/II clinical trial of TTX-MC138, which commenced in Q3 2024 with 77 doses administered to 16 patients[245]. - The median treatment duration for patients in the trial was four months, with treatment cycles ranging from two to twelve, indicating good tolerability[246]. - The Phase 2a stage of the clinical trial for TTX-MC138 is expected to commence in the first half of 2026[246]. - The company is advancing the clinical development of TTX-MC138 and aims to establish manufacturing processes for preclinical and clinical drug materials[302]. Financial Performance and Funding - The company incurred net losses of approximately $21.1 million and $10.8 million for the nine months ended September 30, 2025, and 2024, respectively, with an accumulated deficit of approximately $84.3 million[255]. - The company received approximately $10 million in gross proceeds from the March 2025 equity financing, issuing 366,072 shares at an aggregate offering price of $27.44 per share[249]. - As of September 30, 2025, the company had cash of approximately $2.8 million and received an additional $20 million in equity in October 2025, expected to support operations into Q4 2026[259]. - The company has not generated any revenue from product sales and does not expect to do so in the foreseeable future[262]. - The company plans to manage costs by relocating R&D activities to Michigan State University and reducing headcount to seven employees as of September 30, 2025[253]. - The company anticipates significant increases in research and development expenses as it advances clinical trials and product candidate development[269]. - In the three months ended September 30, 2025, research and development expenses increased by $1,934 thousand compared to the same period in 2024, primarily due to increased clinical trial spending and drug production costs[284]. - General and administrative expenses increased by $462 thousand in the three months ended September 30, 2025, reflecting higher professional service fees and compensation costs[285]. - The net loss for the nine months ended September 30, 2025, was $21,219 thousand, compared to a net loss of $10,838 thousand for the same period in 2024, indicating a significant increase in losses[283]. - Cash used in operating activities for the nine months ended September 30, 2025, was $11,374 thousand, compared to $10,190 thousand in the same period in 2024[294]. - Grant income increased by $10 thousand and $485 thousand in the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024[288]. - The change in fair value of warrant liability was $279 thousand and $9,676 thousand for the three and nine months ended September 30, 2025, respectively, primarily due to a higher share price[286]. - The company anticipates a significant increase in general and administrative expenses as it prepares for potential commercial activities and increases its headcount to support R&D[276]. - The company has not generated any revenue from product sales and does not expect to do so for several years, relying on funding from equity financings and grants[298]. - The company incurred interest expense of $6 thousand in both the three and nine months ended September 30, 2025, a decrease from the previous year[290]. - The company anticipates requiring additional capital for research, development, and clinical trial costs as it seeks regulatory approval for its product candidates[303]. - Significant commercialization expenses are expected if regulatory approval is received for TTX-MC138, including costs related to manufacturing, sales, marketing, and distribution[304]. Operational and Market Risks - The company has identified material weaknesses in its internal control over financial reporting and is implementing new systems to improve these controls[330]. - The company is classified as an "emerging growth company" and a "smaller reporting company," with annual revenue below $100 million and market value of stock held by non-affiliates less than $700 million[331][333]. - The company relies on third parties for preclinical studies and clinical trial services, which affects the estimation of accrued research and development expenses[314]. - The company has issued warrants classified as equity under ASC 815, while some issued warrants were classified as liabilities due to not meeting equity classification criteria[326][325]. - The company may need to consider cost reduction strategies if it is unable to raise additional funds when needed, which could impact development programs[308]. - The company experienced a loss on foreign currency transactions of $32 thousand and $120 thousand for the three and nine months ended September 30, 2025, respectively[337]. - The company has not entered into any foreign currency hedging contracts to mitigate exposure to foreign currency exchange risk[340]. - As of September 30, 2025, and December 31, 2024, the company had no debt outstanding other than liabilities related to the right-of-use asset from a sublease in Newton, Massachusetts[336]. - The company does not believe that an immediate 10% change in interest rates would materially affect the fair market value of its investments or financial position[335]. - The company is subject to threats from cyber-attacks, including phishing and ransomware, and has taken steps to enhance cybersecurity defenses[334]. - The company recognizes that fluctuations in foreign currency exchange rates, particularly the Euro, may adversely affect its results of operations as it continues to develop its business[340]. - The company’s primary exposure to market risk is related to foreign exchange rate sensitivity to the Euro for certain major purchases[337]. - The company does not believe that an immediate 5% change in the Euro exchange rate would have a material effect on its results of operations[339].

Financial Performance - Total current assets increased to $9,781,412 as of September 30, 2025, compared to $5,378,307 as of December 31, 2024, representing an 81.5% increase[14] - Total liabilities rose significantly to $10,782,551 as of September 30, 2025, from $2,512,174 as of December 31, 2024, marking a 329.5% increase[14] - Operating expenses for the three months ended September 30, 2025, totaled $15,426,340, a substantial increase from $2,334,261 in the same period of 2024, reflecting a 561.5% rise[15] - The net loss for the period attributable to common shareholders was $20,935,830 for the three months ended September 30, 2025, compared to $2,278,747 for the same period in 2024, indicating a 818.5% increase in losses[15] - The company reported a comprehensive loss attributable to common shareholders of $20,925,002 for the three months ended September 30, 2025, compared to $2,278,747 in 2024, representing a 818.4% increase[15] - The net loss for the period ending September 30, 2024, was $2,278,747, contributing to an accumulated deficit of $(25,367,351)[19] - For the nine months ended September 30, 2025, the net loss was $27,259,804, compared to a net loss of $7,618,964 for the same period in 2024, representing an increase in loss of approximately 257%[22] - The company reported an accumulated deficit of $56,163,630 as of September 30, 2025, which includes $43,779,386 accumulated by the company on a consolidated basis[128] - The company expects to incur significant operating losses for the foreseeable future and may never become profitable[126] Shareholder Equity and Capital Raising - Shareholders' equity attributable to Medicus Pharma Ltd. decreased to $(910,126) as of September 30, 2025, from $3,134,704 as of December 31, 2024, indicating a significant decline[14] - The company issued 1,490,000 common shares, raising $2,076,507 in connection with Regulation A, net of issuance costs of $483,020[17] - The company raised $9,790,015 from the issuance of common shares and warrants during the nine months ended September 30, 2025[22] - The Company completed a Regulation A Offering of 1,490,000 units at $2.80 per unit on March 10, 2025, with proceeds of $4,126,639 from the exercise of warrants[129] - The company closed its public offering on June 2, 2025, with gross proceeds of $7.0 million from the issuance of 2,260,000 units at a price of $3.10 per unit[130] - The Company sold a total of 710,030 common shares to Yorkville under the SEPA for proceeds of approximately $1.61 million, with share prices ranging from $2.19 to $2.35[86] - The Company has the option to sell up to $15,000,000 of common shares to the Investor under the SEPA over a 36-month period[134] Research and Development - The company incurred $8,717,475 in in-process research and development (IPR&D) expenses for Teverelix during the three months ended September 30, 2025, with no comparable expenses in 2024[15] - Research and development expenses increased by $1,120,638 and $2,967,881 for the three and nine months ended September 30, 2025, primarily due to increased clinical trial activity for SKNJCT-003 and SKNJCT-004[120] - The Company is currently conducting a Phase 2 clinical study (SKNJCT-003) for a novel treatment with interim analysis showing more than 60% clinical clearance[95] - The Company received approval from the UAE Department of Health to commence a clinical study (SKNJCT-004) for non-invasive treatment of BCC, randomizing 36 patients across four clinical sites[96] - The Company recognized all costs allocated to IPR&D as research and development expenses, as these assets had no alternative future use[82] Cash Flow and Liquidity - Cash and cash equivalents rose to $8,662,091 as of September 30, 2025, compared to $4,164,323 as of December 31, 2024, reflecting a 107.5% increase[14] - Net cash used in operating activities for the nine months ended September 30, 2025, was $16,167,654, compared to $7,055,679 for the same period in 2024, indicating a 129% increase in cash outflow[22] - Cash provided by financing activities for the nine months ended September 30, 2025, was $25,286,315, an increase of $14,643,815 from $10,642,500 in 2024[141] - Cash used in operating activities for the nine months ended September 30, 2025, was $16,167,654, an increase of $9,111,975 compared to $7,055,679 for the same period in 2024[139] - The cash balance at the end of the period was $8,662,091, an increase of $3,355,932 from $5,306,159 at the end of the same period in 2024[139] Strategic Initiatives - The company anticipates future growth driven by new product launches and market expansion strategies[18] - The acquisition strategy remains a key focus, with ongoing evaluations of potential targets to enhance market position[18] - The company plans to invest in new technologies to enhance product offerings and customer experience[18] - The company plans to expand its market presence through strategic partnerships and acquisitions[10.3] - The Company completed the acquisition of 98.6% of Antev for approximately $2.97 million in cash and shares, expanding its drug development pipeline[99] - The Company completed the acquisition of Antev, resulting in a net cash payment of $4,619,152, including transaction costs[22] Operational Efficiency - The company aims to improve operational efficiency, targeting a reduction in costs by 8.52% in the upcoming fiscal year[18] - The Company plans to implement measures to improve internal controls over financial reporting to address identified material weaknesses[160] Compliance and Governance - The principal executive and financial officers certified compliance with the Sarbanes-Oxley Act, ensuring financial integrity[31.1][31.2] - Medicus Pharma Ltd. is committed to transparency and will provide unredacted copies of certain documents upon SEC request[172] - The bylaws of Medicus Pharma Ltd. were updated as of August 11, 2025, reflecting current operational standards[3.1] - The company executed a Securities Purchase Agreement with YA II PN, Ltd. on September 17, 2025[10.2] - The Company recognized stock-based compensation expenses of $1,082,482 for the nine months ended September 30, 2025, compared to $621,395 for the same period in 2024[63]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: 001-41466 ONFOLIO HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) (State or other juris ...

Capital Raising and Financing - The company successfully raised additional capital through private and public equity offerings and debt financings in July 2025 and October 2025[27]. - The Company issued an 8% senior convertible note of $100 million, originally due November 3, 2023, extended to April 5, 2025, with gross proceeds of $84 million after a 16% original issue discount[75]. - The Company entered into a Preferred Stock Repurchase and Note Repayment Agreement, agreeing to pay a total of $17.0 million, with the first installment of $13.0 million paid on January 27, 2025, and a second installment of $4.0 million due by April 30, 2025[85]. - The outstanding balance of the Note was reduced to $4.0 million after the payment of the first installment, and no interest will accrue on this balance until the second installment date[86]. - The Note was fully retired during the quarter ended June 30, 2025, after multiple conversions and repayments totaling $66.25 million[89]. Mergers and Acquisitions - The company entered into a merger agreement with RTB Digital, Inc. on September 28, 2025, with RTB becoming a wholly-owned subsidiary[27]. - The Merger Agreement includes customary representations and covenants, and the Company will continue its current operations post-merger[146]. - The Company has consolidated its operations into one reportable segment following the sale of its wholly owned subsidiary, Ryvyl EU, effective June 1, 2025[154]. Revenue and Operations - Following the sale of Ryvyl EU on June 1, 2025, the company primarily generates revenue from banking services, including ACH and wire transfer transactions[36]. - For the three months ended September 30, 2025, the revenue from discontinued operations was $0, compared to $9.774 million for the same period in 2024, representing a decline of 100%[61]. - The company continues to focus on accelerated business development efforts to drive volumes across diversified business verticals[27]. Financial Performance and Impairments - The company recorded an impairment charge of $1.1 million for previously capitalized software development costs during the quarter ended June 30, 2025[47]. - An additional impairment charge of $0.1 million was recorded during the quarter ended September 30, 2025, related to operating lease ROU assets[50]. - The company recognized a loss on the sale of its subsidiary Ryvyl EU amounting to approximately $6.5 million during the quarter ended June 30, 2025, following the sale for total consideration of $16.5 million[59]. - The company's total accrued liabilities decreased from $8.146 million as of December 31, 2024, to $5.316 million as of September 30, 2025, reflecting a reduction of approximately 34%[66]. - The company's net property and equipment decreased from $165,000 as of December 31, 2024, to $115,000 as of September 30, 2025, a decline of approximately 30%[62]. Tax and Deferred Assets - The company reported a provision for income taxes of $136,000 for the three months ended September 30, 2024, compared to a provision of $577,000 for the nine months ended September 30, 2025[61]. - The company has a full valuation allowance on its deferred tax assets as of September 30, 2025, indicating uncertainty regarding the realization of these assets[54]. - The effective income tax rate for the 2025 calendar year is estimated at (7.2%), differing from the U.S. federal statutory rate due to a full valuation allowance[127]. Legal Matters - The Company is involved in ongoing legal proceedings, including a complaint filed by a former Chief Marketing Officer alleging discrimination and retaliation[149]. - The Company reached an agreement in principle to settle all claims in the Cullen v. RYVYL Inc. lawsuit for a total of $1,000,000, which includes $300,000 in cash and 700,000 shares of common stock[151]. - The Company is engaged in ongoing litigation, including a shareholder derivative complaint against certain officers and directors for alleged failures in internal controls[151]. - The Company filed a demand for arbitration against Sky Financial for breach of contract, seeking damages and costs incurred[150]. - The Company intends to vigorously defend against all claims in the lawsuit filed by Rachael Mora alleging sex discrimination and retaliation[155]. Stock and Compensation - Stock-based compensation expense is recorded on a straight-line basis over the requisite service period, with fair value determined at grant date[52]. - The Company adopted the 2023 Equity Incentive Plan, allowing for the grant of up to 5,098,262 shares of common stock to employees and consultants[129]. - As of September 30, 2025, the outstanding stock options decreased to 539,304 shares, with an average exercise price of $4.30, down from 583,974 shares at the end of 2024[130]. - The total grant date fair value of Restricted Stock Awards (RSAs) that vested was $0.1 million for the nine months ended September 30, 2025, compared to $0.3 million for the same period in 2024[131]. - The Company granted 2,288,000 Restricted Stock Units (RSUs) with an average grant date fair value of $0.85, with 613,373 units vested and 518,875 units forfeited by September 30, 2025[132]. Management Changes - Fredi Nisan retired as CEO effective October 31, 2025, with George Oliva appointed as interim CEO[158]. - Fredi Nisan will receive a cash payment of $350,000 as part of his severance agreement, payable over a twelve-month period following his retirement[141]. Debt and Liabilities - As of September 30, 2025, the Company reported total debt of $628,000, with long-term debt net at $615,000[74]. - The Company recorded a loss on extinguishment of $1.3 million related to the First Exchange Agreement due to the addition of a substantive conversion option[79]. - The Second Exchange Agreement resulted in a loss on extinguishment of $22.5 million, reflecting the fair value of the modified Note and the Series B Preferred Stock issued[82]. - The Note bore an interest rate of 8% per annum, which would increase to 15% upon an event of default[93]. - The Company is required to pay a late charge of 15% on any principal amount not paid when due[96].

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 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: 001-40725 Jet.AI Inc. (Exact Name of Registrant As Specified In Its Charter) Delaware 93-2971741 (State or other jurisdi ...

Financial Performance - Revenues for the three months ended September 30, 2025, were $1,710,988, a decrease of 56.4% compared to $3,917,393 for the same period in 2024[12] - Gross loss for the nine months ended September 30, 2025, was $514,221, compared to a gross loss of $555,238 for the same period in 2024, indicating an improvement of approximately 7.4%[12] - Operating loss for the three months ended September 30, 2025, was $2,036,197, compared to $2,881,938 for the same period in 2024, reflecting a reduction of about 29.4%[12] - Net loss for the nine months ended September 30, 2025, was $7,520,876, down from $9,331,487 in the same period of 2024, showing a decrease of approximately 19.4%[12] - For the nine months ended September 30, 2025, the net loss was $7,520,876, an improvement from a net loss of $9,331,487 in the same period of 2024, representing a decrease of approximately 19.4%[17] - The Company reported a net loss of $3,220,556 for the quarter ending June 30, 2024[15] - The Company incurred a gross loss of $514,000 in the first nine months of 2025, compared to a gross loss of $555,000 in 2024[186] - The operating loss for the first nine months of 2025 was approximately $7.6 million, a decrease of $1.6 million compared to the prior year[189] Cash and Assets - Total assets increased to $12,892,262 as of September 30, 2025, up from $10,797,323 on December 31, 2024, representing a growth of approximately 19.4%[10] - Cash and cash equivalents decreased to $3,475,410 as of September 30, 2025, from $5,872,627 on December 31, 2024, a decline of about 40.7%[10] - As of September 30, 2025, cash and cash equivalents totaled $3.5 million, with current assets exceeding current liabilities by $3.3 million[191] - Total stockholders' equity increased to $9,229,013 as of September 30, 2025, compared to $6,512,460 on December 31, 2024, representing a growth of approximately 41.7%[10] - The Company recorded a net balance of $645,099 for operating lease right-of-use assets as of September 30, 2025, down from $1,048,354 as of December 31, 2024[85] Revenue and Expenses - Revenue from the Software App and Cirrus Charter for the three months ended September 30, 2025, was $642,279, while for the nine months it was $3,763,924[55] - Advertising costs totaled $676,081 for the nine months ended September 30, 2025, compared to $632,380 for the same period in 2024[64] - The primary reason for the revenue decrease was a reduction in Cirrus charter and Jet Card revenues by $1.3 million and $363,000, respectively, due to the planned sale of the Company's aviation assets to flyExclusive[158] - Total operating expenses in Q3 2025 decreased by approximately $1.2 million compared to Q3 2024, driven by a $1.3 million decrease in general and administrative expenses[170] - Operating expenses decreased by $1.6 million in 2025, primarily due to a reduction in general and administrative expenses[187] Stock and Equity - The weighted average shares outstanding for basic and diluted shares was 3,334,744 for the three months ended September 30, 2025, compared to 78,523 for the same period in 2024, reflecting a significant increase in shares outstanding[12] - The Company issued 1,701,355 shares of common stock for the conversion of 361 shares of Series B Preferred Stock during the nine months ended September 30, 2025[117] - The Company completed a reverse stock split at a ratio of 1-for-225 on November 12, 2024, affecting the number of shares and per-share computations retroactively[27] - The Company's Board of Directors authorized a share repurchase program of up to $2 million, with no shares repurchased as of September 30, 2025[119] Strategic Initiatives - The company has transitioned its primary focus to AI data center operations and assets starting in 2025, indicating a strategic shift in business operations[22] - The Company entered into a Joint Venture Agreement with Consensus Core Technologies Inc. to develop data centers, with an initial contribution of $300,000 for a 0.5% equity interest in Convergence Compute[98][99] - The Company plans to contribute up to $20 million to Convergence Compute in five tranches, with each tranche tied to specific project development milestones[100] - The Company entered into a Merger Agreement with flyExclusive, with the expectation to close during the first quarter of 2026[104][110] - The Company expects to close the Transactions during the fourth quarter of 2025, focusing on AI and data-center enterprise sectors post-transaction[152] Liabilities and Deferred Revenue - Accounts payable rose significantly to $903,413 as of September 30, 2025, compared to $280,450 on December 31, 2024, an increase of approximately 222.5%[10] - Deferred revenue as of September 30, 2025, was $443,015, down from $1,319,746 at the beginning of the period, indicating a significant reduction in deferred revenue[130] - Deferred revenue at the end of Q3 2025 was $443,000, down from approximately $1.2 million at the end of Q3 2024[163] Research and Development - Research and development expenses for the nine months ended September 30, 2025, were $189,295, up from $107,901 in the same period of 2024, indicating an increase of about 75.2%[12] - Research and development costs are expensed as incurred, primarily related to third-party software development[65] Financing Activities - The company reported a net cash provided by financing activities of $8,747,775 for the nine months ended September 30, 2025, compared to $3,064,795 in the same period of 2024, showing an increase of approximately 185.5%[17] - The Company raised $11.0 million through the issuance of 1,100 shares of Series B Preferred Stock in the first nine months of 2025[192]