Financial Performance - The Company generated a net income of $151,992 for the three months ended September 30, 2025, from interest earned on cash held in the Trust Account of $592,004, offset by operating costs of $440,012 [111]. - For the six months ended September 30, 2025, the Company reported a net income of $484,070, consisting of interest earned on cash held in the Trust Account of $1,158,535, offset by operating costs of $674,465 [111]. - The Company incurred approximately $837,733 in operating costs from January 18, 2024, to September 30, 2025, primarily for professional fees and costs associated with identifying target businesses [110]. Capital Raising and Trust Account - The Company raised gross proceeds of $50,000,000 from its IPO of 5,000,000 units at $10.00 per unit, with an additional $7,500,000 raised from the Over-Allotment Option [114]. - A total of $57,500,000 was placed in a Trust Account, which will be invested in U.S. government treasury bills or money market funds until the completion of the initial business combination [116]. - The Company plans to use substantially all net proceeds from the IPO and private placement for the initial business combination and related expenses [117]. Business Combination and Agreements - The Company entered into a Merger Agreement with Isdera Group Limited, valuing Isdera at $1,000,000,000, with the consideration to be paid in newly issued shares [112]. Cash and Working Capital - As of September 30, 2025, the Company had $8,849 in cash and cash equivalents held outside of the Trust Account and working capital of $137,696 [122]. - The principal amount due under the unsecured Promissory Note II was $86,570 as of September 30, 2025, with a total principal amount of up to $1,000,000 available [121]. Costs and Obligations - The Company expects to incur significant professional costs to maintain its status as a publicly traded company and transaction costs related to the business combination [122]. - The company has no long-term debt or capital lease obligations, with monthly fees of $10,000 to the Sponsor and $5,000 to legal counsel starting April 1, 2025 [124]. - The underwriters received a cash underwriting discount of 1.75% of the gross proceeds of the IPO, totaling $875,000, and 200,000 shares as underwriting discounts [127]. Share Issuance and Financial Reporting - The company issued 5,750,000 ordinary shares in the IPO, which contain a redemption feature related to liquidation or business combination [132]. - The company follows U.S. GAAP for financial reporting, with estimates affecting reported amounts of assets and liabilities [135]. - There are no income taxes imposed on the company by the Cayman Islands government, thus not reflected in financial statements [137]. - The company complies with FASB ASC Topic 260 for earnings per share, with no dilutive securities for the three months ended September 30, 2025 [138]. - The fair value of the company's financial instruments approximates their carrying amounts due to their short-term nature [140]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions [130]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the company's financial statements [141].

Financial Performance - For the three months ended September 30, 2025, net revenues were $771,636, a decrease of 47% from $1,460,943 in the same period of 2024[18]. - Gross profit for the three months ended September 30, 2025, was $28,293, down from $95,927 in the prior year, reflecting a gross margin of approximately 3.7%[18]. - Operating loss for the three months ended September 30, 2025, was $(3,356,560), compared to $(405,239) for the same period in 2024, indicating a significant increase in operating losses[18]. - The net loss for the nine months ended September 30, 2025, was $(13,718,776), compared to $(3,986,907) for the same period in 2024, reflecting a substantial increase in losses[18]. - For the nine months ended September 30, 2025, net revenues decreased by approximately $1.24 million, or 33%, to $2.52 million from $3.75 million in the same period of 2024[126]. - The net loss for the nine months ended September 30, 2025, increased by $9.73 million, to $13.72 million from $3.99 million in the same period of 2024[131]. - Loss per share from continuing operations for the nine months ended September 30, 2025, was $(0.65), compared to $(0.22) for the same period in 2024[105]. Cash Flow and Liquidity - Cash and cash equivalents decreased to $63,451 as of September 30, 2025, from $180,039 as of December 31, 2024, a decline of approximately 64.8%[16]. - The company reported a net cash used in operating activities of $1,329,176 for the nine months ended September 30, 2025, compared to net cash provided of $434,850 in the prior year[40]. - As of September 30, 2025, the company had cash and restricted cash of $63.754 million, a decrease from $180.335 million as of December 31, 2024[133]. - Net cash used in investing activities was $2.474 million for the nine months ended September 30, 2025, down from $6.169 million in 2024[139]. - The company reported net cash provided by financing activities of $1.202 million for the nine months ended September 30, 2025, compared to net cash used of $0.412 million in 2024[140]. Assets and Liabilities - Total current assets decreased to $6,908,489 as of September 30, 2025, from $14,892,373 as of December 31, 2024, representing a decline of approximately 53.6%[16]. - Total liabilities increased to $12,867,197 as of September 30, 2025, compared to $13,723,116 as of December 31, 2024, indicating a slight decrease of about 6.3%[16]. - The accumulated deficit increased to $(161,772,429) as of September 30, 2025, from $(148,053,653) as of December 31, 2024, indicating a worsening financial position[19]. - The company has a working capital deficit of $5.537 million as of September 30, 2025[134]. - The debt to assets ratio increased to 104.7% as of September 30, 2025, from 54.0% as of December 31, 2024[133]. Operational Changes - The company reported a loss from discontinuing operations of $(8,726,579) for the three months ended September 30, 2025, compared to $(856,169) in the same period of 2024, indicating a significant increase in losses from discontinued operations[18]. - The company incurred a net loss from continuing operations of $4,698,088 for the nine months ended September 30, 2025, compared to a net loss of $1,602,680 for the same period in 2024, indicating a significant increase in losses[40]. - The company has discontinued operations of Shandong Yunchu as of April 30, 2025, and disposed of its 100% equity interest in Promising Prospect HK Limited on September 1, 2025, resulting in a gain from disposal of $935,958[38]. Expenses - Research and development expenses for the nine months ended September 30, 2025, were $53,888, compared to $43,365 in the same period of 2024, reflecting an increase of approximately 24%[18]. - General and administrative expenses for the nine months ended September 30, 2025, increased by $2.50 million, or 119%, to $4.59 million compared to $2.09 million in the same period of 2024[130]. - Selling and marketing expenses increased by approximately $0.01 million, or 144%, to $0.02 million for the nine months ended September 30, 2025, from approximately $9,000 in the same period of 2024[129]. - Interest paid during the nine months ended September 30, 2025, was $108,137, compared to $46,951 in the same period of 2024[40]. - Interest expense for the nine months ended September 30, 2025, was $108,137, compared to $46,952 for the same period in 2024, an increase of 130.5%[101]. Investments and Financing - The company received $4,057,700 from long-term loans during the nine months ended September 30, 2025, compared to $2,082,333 in the same period of 2024[40]. - The company plans to continue relying on private placements or certain related parties for funding to support operations and investments[41]. - The company issued an aggregate of 1,450,000 shares of common stock under the 2025 Plan for a fair value of $2.80 million[123]. Accounting and Compliance - The Company recognizes revenue when control of the promised goods or services is transferred to customers, following ASC 606 "Revenue Recognition" standards[60]. - The Company conducts an annual assessment of goodwill for impairment, recognizing a charge if the carrying value exceeds fair value[54]. - Statutory reserves require the Company to appropriate 10% of its profit annually until the reserve reaches a maximum of 50% of the registered capital in PRC[57]. - The Company evaluates the impact of recent accounting pronouncements on its consolidated financial statements, including ASU 2024-04 and ASU 2025-01[78][79]. - Disclosure controls and procedures were deemed not effective as of September 30, 2025[151].

Financial Performance and Challenges - The Company has experienced increased raw material costs due to tariffs and inflation, which could negatively impact revenue growth and margins in fiscal 2026[31]. Health and Safety - In fiscal 2025, the Company had a Total Recordable Incident Rate (TRIR) of 0.34 and a Lost Time Incident Rate (LTIR) of 0.15, indicating a focus on health and safety[49]. - The Company is committed to protecting its workers and the environment, with ongoing compliance efforts related to environmental laws and worker safety[39]. Workforce and Labor Relations - The Company employed approximately 87,000 people worldwide as of September 30, 2025, with a decline in workforce primarily due to divestitures[60]. - Approximately 18,000 employees are covered by collective bargaining agreements, and the Company maintains generally positive relations with labor unions[60]. Employee Development and Training - Over 1.3 million learning activities were completed by over 75,000 employees in fiscal 2025, averaging over 17 hours of learning per employee[59]. - The Company continues to invest in front-line talent development to ensure a customer-ready workforce, with retention of program participants increasing year over year[57]. - The Company has a High-Performance Culture strategy overseen by the Board of Directors, focusing on employee engagement and talent development[46]. Research and Development - The Company invested in research and development focused on energy efficiency, decarbonization, and the development of the OpenBlue platform[44]. Environmental Compliance - The Company has made capital expenditures to comply with environmental regulations, although expenditures related solely to regulatory compliance were not material in fiscal 2025[42]. Transparency and Governance - The Company provides free access to its SEC filings, including annual and quarterly reports, through its Investor Relations website[61]. - The Company emphasizes its commitment to transparency by making its Code of Ethics and Corporate Governance Guidelines available free of charge[61]. - The Company includes a section on "Risk Management" in its Management's Discussion and Analysis of Financial Condition and Results of Operations[285].

Device Classification and Regulatory Approvals - The Gen-1 device is classified as a Class II device for anxiety and insomnia and Class III for depression, requiring a new 510(k) application for marketing approval[92][93]. - The Gen-2 device has received regulatory approval in China for treating insomnia and depression, allowing for marketing and sales in that region[112]. - The Gen-2 device has been granted regulatory approval by the Brazilian Health Regulatory Agency as of June 13, 2024[115]. - The FDA accepted a Q-Submission for the Gen-2 SYNC system targeting Alzheimer's disease and dementia, with a regulatory meeting scheduled[101]. - The Gen-2 SYNC and Gen-3 HALO devices are in the Q-submission process for FDA review, aiming for commercialization upon clearance[95][96]. Device Development and Clinical Trials - Clinical trials for the Gen-2 SYNC and Gen-3 HALO devices are planned in the U.S., Brazil, and China throughout 2025 and 2026[98]. - The new Gen-2 SYNC and Gen-3 HALO devices utilize a 15 milliamp waveform, representing a more than 400% increase in power compared to the Gen-1 device[104]. - A virtual clinic is being developed to allow physicians to diagnose and prescribe the Gen-3 HALO headset in a private tele-psychiatry setting[109]. - The company has formed a Military & Government Advisory Board to enhance relationships with U.S. federal government organizations for device deployment[113]. Financial Performance - Revenues for the three months ended September 30, 2025, were approximately $18,149,000, a decrease of 50% compared to $36,031,000 in 2024[116]. - Gross profit for the three months ended September 30, 2025, was approximately $14,201,000, down 39% from $23,337,000 in 2024, with gross profit margins of 78% and 65% respectively[118]. - Total operating expenses for the three months ended September 30, 2025, were approximately $2,359,832, a decrease of 7% from $2,531,854 in 2024[119]. - Net loss for the three months ended September 30, 2025, was $2,276,311, a reduction of 7% compared to a net loss of $2,448,257 in 2024[116]. - Revenues for the nine months ended September 30, 2025, were approximately $129,752,000, an 8% decrease from $141,542,000 in 2024[125]. - Total operating expenses for the nine months ended September 30, 2025, were approximately $6,067,122, an increase of 22% from $4,991,695 in 2024[128]. - Net cash used in operating activities for the nine months ended September 30, 2025, was approximately $3,809,636, an increase of $1,000,000 compared to $2,809,914 in 2024[135]. - Net cash used in investing activities for the nine months ended September 30, 2025, was approximately $821,171, a decrease from $2,205,079 in 2024[136]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was approximately $4,646,397, compared to $4,516,184 in 2024[137]. - Research and development expenses for the nine months ended September 30, 2025, increased by approximately $404,940, primarily due to costs associated with the Halo development project and APP development[131]. Company Outlook and Risks - As of September 30, 2025, the company had an accumulated deficit of approximately $90.49 million[139]. - For the nine months ended September 30, 2025, the company reported a loss from operations of approximately $5.85 million and negative cash flows from operations of approximately $3.81 million[139]. - The company had cash and cash equivalents of approximately $590,000 and short-term investments of approximately $3.76 million as of September 30, 2025[139]. - The company anticipates continued operating losses as it executes its development plans through 2025 and beyond[139]. - The company's ability to continue as a going concern is dependent on generating revenue from joint ventures and obtaining U.S. approval for device sales[140]. - Management concluded that the company will not have sufficient cash and short-term investments to meet anticipated cash requirements for the next twelve months[140]. - The company faces numerous risks in product development, including successful enrollment in clinical trials and compliance with regulatory requirements[138]. - The company has produced Gen-2, which is currently selling in China, but the development of future products remains highly uncertain[138]. - In September 2025, the company's warrants expired, and a Form 25 was filed with the SEC to indicate their delisting[144]. - The company is focused on protecting its intellectual property and maintaining a safety profile for its products post-approval[145].

Financial Performance - Revenues for the three months ended September 30, 2025, were $102,867,553, a significant increase from $54,249,614 in the same period of 2024, representing an increase of 89.6%[15] - Gross profit for the nine months ended September 30, 2025, was $6,547,160, compared to $5,608,725 for the same period in 2024, reflecting a year-over-year increase of 16.7%[15] - For the nine months ended September 30, 2025, the net loss was $5,819,244, compared to a net loss of $3,317,107 for the same period in 2024, indicating a year-over-year increase in losses of approximately 75.5%[21] - The company reported a net loss of $5,610,907 for the nine months ended September 30, 2025, compared to a net loss of $3,213,146 for the same period in 2024, indicating a deterioration in financial performance[119] - Operating loss for the three months ended September 30, 2025, was $(559,083), compared to $(56,553) for the same period in 2024, indicating a deterioration in operating performance[15] Assets and Liabilities - The total current assets decreased to $29,837,729 as of September 30, 2025, down from $63,015,046 as of December 31, 2024, indicating a decline of 52.7%[13] - The total liabilities decreased to $29,032,924 as of September 30, 2025, compared to $67,107,475 as of December 31, 2024, a reduction of 56.7%[13] - Current assets as of September 30, 2025, totaled $29,837,729, while current liabilities were $28,742,676, indicating a current ratio of approximately 1.04[125] - Non-current assets as of September 30, 2025, were $17,048,471, while non-current liabilities were $290,248, indicating a strong asset base relative to long-term obligations[125] Stockholder Equity - Total stockholders' equity increased to $17,853,276 as of September 30, 2025, from $11,900,263 as of December 31, 2024, reflecting an increase of 50.0%[13] - As of March 31, 2025, total stockholders' equity was $11,555,806, reflecting a decrease from previous periods[18] Revenue Sources - The Telecom Division accounted for 94% of the company's total revenues, highlighting its dominance in the business operations[25] - The Fintech segment, through its subsidiary Global Money One, contributed 14% of revenues for the three months ended September 30, 2025, and 6% for the nine months[133] - Revenues from the USA segment for the three months ended September 30, 2025, were $63,220,535, representing a year-over-year increase from $36,604,753 in the same quarter of 2024[123] Expenses - The company reported total operating expenses of $8,366,698 for the nine months ended September 30, 2025, up from $6,144,677 for the same period in 2024, an increase of 36.0%[15] - Operating expenses increased by 58.91% to $3,299,798 for the three months ended September 30, 2025, compared to $2,076,472 in the same period of 2024[159] - The company incurred rent expenses of $24,328 for the nine months ended September 30, 2025, compared to $21,335 for the same period in 2024, representing an increase of approximately 14%[112] Cash Flow and Financing - Cash balance as of September 30, 2025, was $2,259,432, down from $2,510,357 as of December 31, 2024, a decrease of 9.9%[13] - The company raised $5,465,000 from loans payable during the nine months ended September 30, 2025, compared to $2,011,100 in the same period of 2024, reflecting a significant increase in financing activities[21] - The company plans to seek additional financing through public and private equity offerings to strengthen liquidity and capital resources[183] Acquisitions and Investments - The acquisition of Globetopper was completed on July 1, 2025, for a total purchase price of $985,175, which includes $500,000 in restricted common shares[116] - The Company plans to invest up to $1,200,000 in Globetopper over 24 months post-closing, contingent on achieving specified quarterly financial targets[116] Market Presence and Operations - The company operates in 20 countries and employs approximately 100 staff, showcasing its international reach and workforce size[24] - The company has over 603 active interconnection agreements with various telecom companies globally, indicating a strong market presence[24] - The company is focusing on market expansion and new product development to improve future performance and profitability[122] Challenges and Concerns - The company has suffered recurring losses from operations and negative working capital, raising substantial doubt about its ability to continue as a going concern[63] - The company recorded a loss on settlement of salary payable of $216,981 after issuing 6,571 shares of Series B Preferred Stock to settle a salary payable of $631,500 for the CEO and CFO[109] Technology and Innovation - The company is developing a Blockchain Platform Business Line to enhance its service offerings, indicating a strategic focus on technology innovation[26] - The implementation of advanced AI technologies in the metaverse aims to enhance user engagement through dynamic interactions with Non-Player Characters (NPCs)[137] Regulatory and Compliance - Certifications from the Chief Executive Officer and Chief Financial Officer were provided in accordance with the Sarbanes-Oxley Act of 2002[201] - The quarterly report for the period ended September 30, 2025, was formatted in XBRL[201]

Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $967,044, which includes operating costs of $181,788 and a loss on derivative liability of $1,663,750, offset by interest income of $989,876 [118]. - Cash used in operating activities for the nine months ended September 30, 2025, was $339,500, with a net loss of $1,013,443 [123]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from the Initial Public Offering of 11,500,000 Units at $10.00 per Unit, including the full exercise of the over-allotment option [121]. - The company incurred $6,471,835 in Initial Public Offering related costs, which included a cash underwriting fee of $2,000,000 and a deferred underwriting fee of $4,025,000 [122]. Assets and Cash Position - As of September 30, 2025, the company had marketable securities held in the Trust Account amounting to $115,989,876, which includes approximately $989,876 of interest income [125]. - As of September 30, 2025, the company had cash of $452,101 available for identifying and evaluating target businesses [126]. Future Plans and Concerns - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and may use remaining proceeds for working capital [125]. - The company may need to raise additional capital through loans or investments to meet working capital needs, raising concerns about its ability to continue as a going concern [129]. Obligations - The company has a contractual obligation to pay $10,000 per month for office space and administrative support, which began on July 14, 2025 [131]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2025 [130].

IPO and Financial Proceeds - The company completed its IPO on October 11, 2023, raising gross proceeds of $69 million from the sale of 6,900,000 units at $10.00 per unit[115]. - A total of $69.69 million was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[116]. - The company plans to use net proceeds from the IPO and private placement for its initial business combination and related expenses[117]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $34,853, with general and administrative expenses of $144,254 and interest income of $196,337[111]. - For the nine months ended September 30, 2025, the company reported a net loss of $836,474, with general and administrative expenses of $1,245,355 and interest income of $670,259[112]. - As of September 30, 2025, the Company had cash of $9,068 and a working capital deficit of $2,386,646[118]. - The Company has incurred significant professional costs and transaction costs related to remaining publicly traded and pursuing a Business Combination[119]. - Management has raised substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed within the Combination Period[120]. Business Combination and Agreements - The company has extended the deadline to complete its initial business combination to October 10, 2026, with the ability to extend on a month-by-month basis[97]. - The company entered into a merger agreement with KM QUAD, with an aggregate consideration of $300 million payable in newly issued shares valued at $10.00 per share[107]. - The merger agreement includes provisions for KM QUAD to bear 50% of transaction costs incurred by the company, capped at $500,000[107]. - KM QUAD is responsible for extension fees totaling $540,000 if the Business Combination does not close by February 10, 2025[127]. - KM QUAD has made two installments of prepaid extension fees totaling $540,000, with conditions for conversion into shares at the closing of the Business Combination[128][129]. Accounting and Compliance - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[122]. - The Company has no off-balance sheet arrangements as of September 30, 2025[121]. - Management does not believe that any recently issued accounting pronouncements will materially affect the Company's financial statements[131]. - The Company has entered into an administrative services agreement with a monthly fee of $10,000, which is deferred until the consummation of the initial Business Combination[125]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds of the IPO, totaling $2,415,000[126]. Trust Account Status - As of January 10, 2025, approximately $18,040,430 remained in the trust account after redemptions[100]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[109].

Financial Performance - Net sales for the three months ended September 30, 2025, were $12,744,960, a decrease of 4.3% compared to $13,322,912 for the same period in 2024[17] - Gross profit increased to $2,909,770, representing a gross margin of approximately 22.8%, compared to $2,071,502 in the prior year[17] - Operating expenses decreased to $2,319,390, down 5.1% from $2,444,285 in the previous year[17] - Income from operations was $590,380, a significant improvement from a loss of $372,783 in the same quarter last year[17] - Net income attributable to the Parent Company was $640,478, compared to $515,187 for the same period in 2024, reflecting a year-over-year increase of 24.3%[17] - Comprehensive income for the quarter was $463,776, down from $776,780 in the same quarter of the previous year[17] - Earnings per share attributable to Parent Company stockholders were $0.05, compared to $0.04 for the same period in 2024[17] - The net loss for the three months ended September 30, 2025, was $550,536 compared to a net income of $648,656 for the same period in 2024[36] Assets and Liabilities - Total current assets increased to $47,392,530, up from $45,180,290 as of June 30, 2025[14] - Total liabilities rose to $14,926,406, compared to $13,435,727 at the end of the previous quarter, indicating an increase of 11.1%[14] - Retained earnings increased to $25,534,586, up from $24,894,108 as of June 30, 2025[14] - Cash and cash equivalents at the end of the year were $13,380,124, down from $14,618,062 at the end of 2024, representing a decrease of 8.5%[25] - As of September 30, 2025, accounts receivable, net, was $6,782,714, compared to $1,330,504 as of June 30, 2025[52] - Total accrued liabilities as of September 30, 2025, amounted to $3,864,897, an increase from $3,797,044 as of June 30, 2025[90] Research and Development - Research and development expenses decreased to $949,752 for the three months ended September 30, 2025, from $1,024,312 in 2024, a reduction of 7.3%[36] - Research and development costs were $949,752 for the three months ended September 30, 2025, compared to $1,024,312 for the same period in 2024[61] Cash Flow - The company reported a net cash used in operating activities of $(1,488,908) for the three months ended September 30, 2025, compared to net cash provided of $2,670,900 in 2024[25] - Cash flows from operations, investing, and financing activities are reported in accordance with ASC 230, using the indirect method to adjust net income for non-cash transactions[41] Joint Ventures and Partnerships - The company entered into a joint venture with Forge International Co., Ltd., forming Sigbeat, with a total capital contribution of $5,000,000[29] - A joint venture, Sigbeat, was formed with a total capital contribution of $5,000,000, with Franklin owning 60%[122] Legal Matters - The company is involved in ongoing litigation related to the Verizon Jetpack recall, affecting approximately 2.5 million devices[102] - The jury returned a verdict of $2,000,000 in favor of the company against its CEO for "short-swing" profits[112] Inventory and Purchases - The company purchased wireless data products from one manufacturer for $7,553,627, representing 93.0% of total purchases for the three months ended September 30, 2025[78] - The Company purchased wireless data products from Forge amounting to approximately $7.6 million for the three months ended September 30, 2025, compared to $1.6 million for the same period in 2024[146] Operating Expenses - Shipping and handling costs increased to $188,843 for the three months ended September 30, 2025, from $78,113 in 2024[63] - Total rent expenses for the three months ended September 30, 2025, were $119,339, an increase of 5.2% from $112,757 in 2024[98] - Operating lease expense for the three months ended September 30, 2025, was $112,060, compared to $110,713 in 2024, reflecting a 1.2% increase[98] Stock and Equity - The aggregate intrinsic value of stock options outstanding as of September 30, 2025, was $144,060 based on a closing stock price of $4.36[137] - As of September 30, 2025, the Company had 11,784,280 shares of common stock issued and outstanding[141] - The Company has been authorized to issue 50,000,000 shares of common stock, with a par value of $0.001[140] - The Company had 2,549,208 shares of treasury stock valued at $3,554,893 as of September 30, 2025[143] Incentives and Bonuses - The company accrued an incentive bonus of $125,000 for each quarter, totaling $1,500,000 as of September 30, 2025[120] - The Company accrued a deferred incentive bonus of $1,250,000 to Mr. Kim on January 16, 2025, with no payment made as of September 30, 2025[125] - Mr. Kim earned an incentive bonus of $1,250,000 for securing a joint venture agreement, which he agreed to defer under a Forbearance Agreement[124] Other Financial Information - The company holds a 66.3% ownership in Franklin Technology Inc. (FTI), which focuses on design and development services for wireless products[85] - The company has approximately $27 million in uninsured cash deposits in the U.S. and $10.9 million in Korea, exceeding the insured limits[73] - The company is currently exempt from international tariffs on products manufactured in Vietnam[126] - A cash dividend of $0.04 per share was declared on November 4, 2025, payable on December 2, 2025[149]

Financial Performance - Revenue decreased 27% to $47.0 million for Q3 2025, compared to $64.5 million in Q3 2024[181] - Net loss for Q3 2025 was $7.6 million, or $0.27 per share, compared to a net loss of $7.9 million, or $0.48 per share in Q3 2024[181] - Gross profit for Q3 2025 decreased 31% to $10.9 million, representing 23% of revenue, down from $15.7 million, or 24% of revenue in Q3 2024[181] - Adjusted EBITDA for Q3 2025 was negative $3.4 million, compared to negative $0.1 million in Q3 2024[181] - Revenue for the nine months ended September 30, 2025, decreased 22% to $146.9 million, compared to $189.2 million in the same period of 2024[181] - Adjusted net loss for the three months ended September 30, 2025, was $(6.5) million, compared to $(3.7) million in 2024[200] - The company reported a net loss of $(7.6) million for the three months ended September 30, 2025, compared to $(7.9) million in 2024[200] - Loss before income taxes for the three months ended September 30, 2025 was $7,568,000, a 5% improvement from $7,979,000 in 2024; for the nine months, the loss was $22,934,000, an 11% improvement from $25,749,000 in 2024[239][241] - Net loss for the three months ended September 30, 2025 was $7,556,000, a 5% improvement from $7,944,000 in 2024; for the nine months, the net loss was $23,048,000, an 11% improvement from $25,847,000 in 2024[246][248] Revenue Streams - The Commerce Media Solutions business served ads to over 100 million consumers in 2024, driving significantly higher ROAS compared to O&O Sites[185] - The company launched Commerce Media Solutions in 2023 to access high-value consumers and mitigate sourcing challenges from the FTC Consent Order[185] - The company expects growth in Commerce Media Solutions to partially offset revenue declines from divested subscription business and discontinued Affordable Care Act business[186] - Revenue for the three months ended September 30, 2025, was $47.0 million, a decrease of 27% compared to $64.5 million in the same period of 2024[205] - Revenue for the nine months ended September 30, 2025, was $146.9 million, down 22% from $189.2 million in the same period of 2024[205] - Commerce Media Solutions revenue increased from $10.4 million in 2024 to $18.8 million in 2025, driven by new long-term contracts[206] - For the nine months ended September 30, 2025, revenue was $73.2 million from O&O Sites, $47.5 million from Commerce Media Solutions, and $26.2 million from other streams, compared to $130.2 million, $24.0 million, and $35.0 million in the same period of 2024, indicating a significant decline in O&O Sites revenue due to decreased media supply[207] Cost Management - Cost of revenue (exclusive of depreciation and amortization) for the nine months ended September 30, 2025 was $114.4 million, a decrease of 20% from $142.3 million in 2024, with O&O Sites media costs dropping from $103.2 million to $58.2 million[208][211] - The total cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue increased to 78% for the nine months ended September 30, 2025, compared to 75% in 2024, driven by shifts in revenue mix and the discontinuation of certain businesses[213] - Sales and marketing expenses for the nine months ended September 30, 2025 were $10.8 million, down 19% from $13.4 million in 2024, primarily due to lower employee-related costs from a decline in headcount[217][219] - Product development expenses for the nine months ended September 30, 2025 were $9.0 million, a decrease of 34% from $13.7 million in 2024, attributed to lower salaries and reduced spending on IT-related vendors[220][222] - General and administrative expenses for the nine months ended September 30, 2025 were $25.9 million, down 8% from $28.3 million in 2024, mainly due to reduced salaries and benefits from a smaller workforce[223][225] - The company reduced its workforce by 20, 19, 29, and 24 employees in the first three quarters of 2024 and the first quarter of 2025, resulting in lower future salary and benefits expenses[226] Challenges and Compliance - The company faced challenges in maintaining consistent volume on social media platforms due to compliance with the FTC Consent Order[206] - The company faced challenges in acquiring media due to compliance with the FTC Consent Order, impacting traffic and ad spend from key clients[209][212] Financing and Cash Flow - Cash used in operating activities for the nine months ended September 30, 2025 was $4,300,000, an improvement from $12,000,000 in 2024; adjustments to reconcile net loss to cash used decreased by $6,400,000[249] - Cash used in investing activities for the nine months ended September 30, 2025 was $4,900,000, compared to $4,700,000 in 2024, primarily due to increased investment in capitalized software[250] - As of September 30, 2025, the company had cash, cash equivalents, and restricted cash of $10,000,000, a decrease of $700,000 from $10,700,000 as of December 31, 2024[251] - The company has noncancelable operating lease commitments of $3,900,000 and long-term debt with a principal balance of $25,700,000 as of September 30, 2025[251] - The company has a $20.0 million term loan and a revolving credit facility of up to $30.0 million under the SLR Credit Agreement[259] - As of September 30, 2025, the outstanding principal balance of the SLR Credit Facility was $22.6 million, maturing on April 2, 2029[259] - The SLR Credit Facility is secured by substantially all of the company's assets and contains restrictive covenants limiting additional debt and certain investments[260] - The company raised gross proceeds of $5.1 million by March 19, 2025, and $10.3 million by August 19, 2025, through securities purchase agreements[262][263] - Future cash requirements will depend on various factors, including cash flows from O&O Sites and costs related to client expansion and product development[258] - The company may seek additional financing through public or private means to support potential acquisitions or investments[258] Accounting and Estimates - The company evaluates critical accounting estimates that affect reported amounts of assets, liabilities, revenues, and expenses[266]

Financial Performance - For the three months ended September 30, 2025, the net loss was $5.7 million, compared to a net loss of $5.9 million for the same period in 2024[142]. - The net loss for the nine months ended September 30, 2025, was $21.6 million, significantly higher than the $4.3 million net loss for the same period in 2024[142]. - As of September 30, 2025, the accumulated deficit stood at $135.0 million, with cash reserves of $1.0 million[142]. - The company has not generated any revenue since its inception in June 2020[142]. - The net loss for the nine months ended September 30, 2025, was $21.6 million, compared to a net loss of $4.3 million for the same period in 2024[167]. - For the nine months ended September 30, 2025, total operating expenses were $21.5 million, significantly lower than $44.2 million for the same period in 2024[167]. - The adjusted loss from operations for the nine months ended September 30, 2025, was $7.8 million, compared to $10.4 million for the same period in 2024[178]. - The company reported cash used in operating activities of $10.1 million for the nine months ended September 30, 2025, compared to $9.0 million for the same period in 2024[182]. Research and Development - The first clinical product, TVGN 489, has completed a Phase 1 trial with no dose-limiting toxicities and met secondary endpoints, including a rapid reduction of viral load[132]. - Tevogen.AI is focused on using artificial intelligence to expedite drug development and improve patient outcomes[133]. - The company aims to mainstream cell therapy through its ExacTcell technology, targeting infectious diseases and cancers[130]. - Research and development expenses for the three months ended September 30, 2025, were $3.1 million, a decrease from $3.3 million in the same period of 2024, primarily due to lower stock-based compensation[162]. - Research and development expenses for the nine months ended September 30, 2025, were $9.0 million, a substantial decrease from $28.2 million in 2024, largely due to lower stock-based compensation[168]. - The company expects to incur increased expenses related to ongoing clinical trials and commercialization efforts for product candidates, particularly TVGN 489[195]. Funding and Financial Strategy - Tevogen has received a total of $3.0 million in grants from KRHP LLC to support the development of precision T cell therapeutics and Tevogen.AI[145]. - A Loan Agreement with the Patel Family provides for an unsecured line of credit of up to $36.0 million, with terms allowing for monthly draws[144]. - The company raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes since January 2021[179]. - Between July 3, 2025, and September 30, 2025, the company sold approximately 2.9 million shares of common stock at a weighted average price of $1.10, resulting in gross proceeds of approximately $3.2 million[181]. - The company plans to utilize the remaining $7.0 million grant commitment from KRHP for ongoing operational expenses[190]. - The company anticipates needing additional funding to fully implement its business, operating, and development plans[195]. - The company is exploring various funding strategies, including private placements and partnerships, but may face challenges in obtaining favorable terms[198]. Expenses and Obligations - General and administrative expenses for the three months ended September 30, 2025, were $2.6 million, down from $2.8 million in 2024, mainly due to reduced legal and professional fees[163]. - General and administrative expenses for the nine months ended September 30, 2025, totaled $12.5 million, down from $16.0 million in 2024, attributed to lower legal fees and personnel costs[169]. - Interest expense for the three months ended September 30, 2025, was $0.1 million, compared to $0.0 million in 2024, primarily related to the outstanding balance on the Facility[164]. - The total contractual obligations as of September 30, 2025, amount to $8,570,291, with $2,067,295 due within one year[199]. - Operating lease commitments are $2,430,736, with $327,740 due within one year[199]. - Notes payable obligations total $1,651,000, all due within one year[200]. - The loan agreement repayment is $4,488,555, with $88,555 due within one year and $4,400,000 due in more than three years[199]. Operational Developments - As of the report date, the company has approximately $1.0 million in cash on hand, with additional funding sources ensuring operations for at least the next 12 months[147]. - As of September 30, 2025, the company had cash of approximately $1.0 million, down from $1.3 million as of December 31, 2024[179]. - Tevogen Bio has doubled its leased space and extended the lease term until February 2033, consolidating operations in Warren, New Jersey[202]. - The company is focused on scaling up manufacturing processes to support clinical trials for TVGN 489 and other product candidates[197]. - The company is assessing the costs and timing of future commercialization activities for TVGN 489 and other candidates[197]. - The company is evaluating the potential impact of changes in pharmaceutical pricing and reimbursement infrastructure[197]. Accounting and Compliance - The company has not identified any material changes in critical accounting policies from the previous annual report[204].