Financial Performance - Total revenues for the three months ended September 30, 2025, were $37.698 million, a slight increase from $37.622 million in the same period of 2024, representing a growth of 0.2%[13] - Residential rental income increased to $29.773 million for the three months ended September 30, 2025, compared to $27.846 million in 2024, reflecting a growth of 6.9%[13] - Net loss attributable to common stockholders for the three months ended September 30, 2025, was $1.751 million, compared to a loss of $412,000 in the same period of 2024, indicating a significant increase in losses[13] - For the nine months ended September 30, 2025, the net loss was $41,066,000 compared to a net loss of $5,496,000 for the same period in 2024, indicating a significant increase in losses[18] - The net loss for the three months ended September 30, 2025, was $4.607 million, compared to a net loss of $1.088 million in the same period of 2024, indicating a significant decline[148] Assets and Liabilities - Total assets as of September 30, 2025, were $1.238 billion, a decrease from $1.287 billion as of December 31, 2024[11] - Total liabilities stood at $1.304 billion as of September 30, 2025, slightly up from $1.301 billion at the end of 2024[11] - The company reported an accumulated deficit of $115.723 million as of September 30, 2025, compared to $95.507 million at the end of 2024[11] - The total debt as of September 30, 2025, was $1,281,158,000, compared to $1,275,359,000 as of December 31, 2024, showing a slight increase of 0.45%[70] Operating Expenses - Operating expenses for the three months ended September 30, 2025, totaled $28.813 million, an increase from $26.870 million in the same period of 2024, representing a rise of 7.2%[13] - Interest expense for the nine months ended September 30, 2025, was $36.321 million, compared to $35.320 million in the same period of 2024, indicating a slight increase[13] - Interest expense for the three months ended September 30, 2025, was $13.320 million, compared to $11.840 million in the same period of 2024, indicating an increase of approximately 12.5%[148] Cash Flow and Financing - Cash provided by operating activities for the nine months ended September 30, 2025, was $16,464,000, down from $21,337,000 in 2024[18] - The company made payments of mortgage notes totaling $163,639,000 during the nine months ended September 30, 2025[18] - The company completed the sale of a property at 10 West 65th Street for gross proceeds of $45,500,000, incurring $1,900,000 in closing costs[22] - The company entered into a Loan Agreement for $84.5 million with a maturity date of October 6, 2030, bearing an interest rate of 5.73%[101] Impairment and Reserves - The company reported a loss on impairment of long-lived assets amounting to $33.780 million for the nine months ended September 30, 2025, which was not present in the same period of 2024[13] - The company recorded a loss on impairment of long-lived assets amounting to $33,780,000 during the three months ended March 31, 2025[22] - The Company recorded a general reserve under ASC 450 for receivables probable of collection, reflecting a proactive approach to managing credit risk[46] Real Estate and Leasing - The company has a significant dependency on two commercial leases with the City of New York, with one lease terminating on August 23, 2025, and the other expiring on December 27, 2025, which poses a risk to financial stability[9] - The City of New York's lease termination for 342,496 square feet resulted in a loss of approximately $16,000 per annum in rental income[116] - The Company signed a lease amendment with Equinox extending the lease term to August 31, 2040, with increased rent and renovation credits[117] Legal and Compliance - An event of default occurred under the $125,000 building mortgage loan due to failure to deposit all revenue into the cash management account, which could lead to foreclosure proceedings[74] - The Company received notice of default due to the Guarantor's alleged failure to maintain a net worth of at least $100,000 as of December 31, 2022, and 2023[82] - The Company is subject to a claim from New York City for $1,152 million based on an audit of operating expense escalation charges from June 2014 to December 2018[130] Capital Expenditures - Capital expenditures for the three months ended September 30, 2025, totaled $4.659 million, a decrease from $11.840 million in the same period of 2024, representing a decline of approximately 60.5%[149] - The Company spent approximately $18,900 million on capital improvements required under the Housing Repair and Maintenance Letter Agreement through September 30, 2025[139] Related Party Transactions - The Company recorded related-party expenses of $60 million for Q3 2025, compared to $112 million for Q3 2024[143] Dividends and Distributions - The Company is required to distribute dividends equal to at least 90% of the REIT taxable income to qualify as a REIT, impacting its cash flow management strategy[58] - The company declared distributions totaling $4.614 million on November 13, 2025, for its common shares, Class B LLC units, and LTIP units[156]

Financial Performance - Net loss for the three-month period ended September 30, 2025, was CAD 2,649,057, compared to a loss of CAD 1,523,910 for the same period in 2024, indicating a year-over-year increase in losses of approximately 74%[4] - For the six months ended September 30, 2025, the company reported a loss of $2,243,218 compared to a loss of $2,381,004 for the same period in 2024, indicating a 5.8% improvement in loss[7] - The basic loss per common share for the six-month period ended September 30, 2025, was CAD 0.19, compared to CAD 0.44 for the same period in 2024, showing a decrease in loss per share[4] Assets and Liabilities - Total assets increased to CAD 35,585,010 as of September 30, 2025, up from CAD 27,741,039 as of March 31, 2025, representing a growth of approximately 28%[2] - Total liabilities decreased to CAD 2,689,876 as of September 30, 2025, down from CAD 3,248,777 as of March 31, 2025, indicating a reduction of approximately 17%[2] - Shareholders' equity increased to CAD 32,895,134 as of September 30, 2025, compared to CAD 24,492,262 at the end of March 2025, marking a rise of approximately 34%[2] Cash Flow and Financing - Cash reserves rose to CAD 6,560,975, an increase of 31% from CAD 5,005,346 at the end of March 2025[2] - The net cash used in operating activities increased significantly to $4,439,519 from $1,617,038 in the previous year, reflecting a 174.5% increase in cash outflow[7] - The company raised $4,967,341 through cash financings, a substantial increase from $1,350,129 in the prior year, representing a 267.5% increase in financing activities[7] - The company continues to seek additional financing through equity and/or debt to support its operations and corporate objectives[11] Exploration and Evaluation - Exploration and evaluation assets grew to CAD 25,509,180, up from CAD 21,324,785 as of March 31, 2025, reflecting an increase of about 20%[2] - The company incurred exploration and evaluation expenditures of $3,243,125 for the period, compared to $538,252 in the previous year, marking a 502.5% increase in investment in exploration[7] - The Company incurred exploration costs of $15,297,803 during the period ended September 30, 2025, compared to $11,564,023 for the year ended March 31, 2025, representing an increase of about 32%[28] Share Issuance and Compensation - The company issued shares for private placements totaling CAD 10,500,250 during the reporting period, contributing to the increase in capital stock[5] - The company recorded share-based compensation of $12,476 for the vested portion of stock options during the period ended September 30, 2025[61] - The company granted a total of 413,100 Restricted Share Units (RSUs) during the period ended September 30, 2025, with an estimated fair value of $1,891,998[67] Legal and Regulatory Matters - The company is currently facing a claim for wrongful dismissal from a former officer, seeking unspecified damages[113] - The probability and amounts of potential loss from the claim are currently undeterminable, with no amounts accrued in the financial statements[114] - Any unfavorable outcomes or significant settlements could materially affect the company's results of operations, cash flows, and financial position[115]

Financial Performance - Total revenues for the three months ended September 30, 2025, were $1,233,000, a decrease of 36% compared to $1,926,000 in the same period of 2024[122]. - Total revenues for the nine months ended September 30, 2025 were $2.4 million, a decrease of 44% from $4.3 million in 2024[139]. - The net loss for the nine months ended September 30, 2025 was $10.5 million, an increase of 52% from a net loss of $6.9 million in 2024[139]. Research and Development - Research and development expenses decreased by 32% to $2,346,000 for the three months ended September 30, 2025, compared to $3,471,000 in 2024[122]. - Research and development expenses increased by 15% to $9.7 million for the nine months ended September 30, 2025, compared to $8.4 million in 2024[152]. - The company has a pipeline that includes two product candidates for three clinical indications as part of the MAR-T cell program[105]. Clinical Trials and Studies - Eight out of 12 Non-Hodgkin Lymphoma (NHL) patients achieved objective responses (66%) in the Phase 1 APOLLO study, with 50% demonstrating complete response (CR)[111]. - The company reported no treatment-related side effects in the APOLLO study, indicating a favorable safety profile for the MAR-T cell therapy[110]. - The company entered into a Statement of Work with Cellipont Bioservices for the manufacturing of MT-601, supporting the scale-up for the APOLLO study[114]. Grants and Funding - The company received a $2.0 million grant from the NIH SBIR program in August 2024 to support MT-601 for pancreatic cancer, recognizing approximately $0.2 million in revenue for the nine months ended September 30, 2025[129]. - An additional $9.5 million grant from CPRIT was awarded in December 2024 for MT-601 in metastatic pancreatic cancer, with $1.4 million recorded as restricted cash and deferred revenue as of September 30, 2025[130]. - The Company received a total of $2.0 million in grants from the NIH SBIR program to support the development of MT-401 for AML patients, with $1.5 million received to date[170]. Operating Expenses - Operating expenses for the three months ended September 30, 2025 were $3.4 million, a decrease of 21% from $4.3 million in the same period in 2024[131]. - Operating expenses for the three and nine months ended September 30, 2025, were $3.4 million and $13.4 million, respectively, compared to $4.3 million and $11.6 million in the prior year periods[177]. - General and administrative expenses increased by 20% to $1.0 million for the three months ended September 30, 2025, primarily due to headcount-related expenses[135]. Stock and Capital - The company sold 1,624,075 shares of common stock for net proceeds of $4.5 million at an average price of $2.87 per share between July 17 and 21, 2025[119]. - An additional 3,734,217 shares were sold for net proceeds of $5.4 million at an average price of $1.48 per share on August 26, 2025[176]. - The Company plans to continue funding operations through equity and/or debt financing, which may dilute existing stockholders' interests[179]. Future Outlook - The company anticipates continued net losses as it invests in research and development activities, including clinical development of MAR-T cell product candidates[138]. - The company expects to fund its operating expenses through the third quarter of 2026, assuming no additional grant funds are received[159]. - High inflation and economic recession concerns may negatively affect the Company's liquidity and ability to access capital[180].

Financial Performance - Total revenue for Q3 2025 was $303,651, a decrease of 25.4% compared to $406,859 in Q3 2024[16] - Gross profit for Q3 2025 was $268,894, significantly higher than $105,414 in Q3 2024, reflecting improved cost management[16] - The net loss for Q3 2025 was $8,783,702, compared to a net loss of $3,827,405 in Q3 2024, representing an increase in losses of 129.3%[16] - The company reported a gross profit margin of 88.5% in Q3 2025, compared to 25.9% in Q3 2024, indicating improved profitability[16] - For the nine months ended September 30, 2025, the company reported a net loss of $19.7 million, an improvement from a net loss of $29.3 million for the same period in 2024, representing a 32.5% reduction in losses[24] - The company used approximately $6.6 million in cash for operating activities during the nine months ended September 30, 2025, compared to $9.6 million in the same period of 2024, indicating a 31.3% decrease in cash used[24] Assets and Liabilities - Total assets decreased to $19,678,868 as of September 30, 2025, down from $28,181,563 at December 31, 2024, a decline of 30.3%[14] - Current liabilities decreased to $16,303,023 as of September 30, 2025, from $18,290,129 at December 31, 2024, a reduction of 10.8%[14] - The accumulated deficit increased to $136,884,245 as of September 30, 2025, compared to $115,683,621 at December 31, 2024, an increase of 18.3%[14] - The total stockholders' equity decreased to $3,374,121 as of September 30, 2025, down from $8,542,627 at December 31, 2024, a decline of 60.5%[14] Stock and Equity - The balance of common stock increased to $119,563,951, indicating ongoing capital activities[19] - The company had a total of 64,236,085 shares of common stock outstanding as of the latest reporting date[19] - The balance of preferred stock as of September 30, 2025, was $1,560,820, with total stockholders' equity at $141,431,240[22] - The company raised approximately $12.9 million from the Series D PIPE Financing, resulting in net cash proceeds of $9.3 million, and issued 16,099 shares of Series D Preferred Stock[157] Revenue Sources - The company generated total revenue of $303,651 during the three months ended September 30, 2025, with 100% of other revenue coming from the European Union[59] - For the nine months ended September 30, 2025, total revenue was $511,775, with 93% of product sales originating from the European Union[61] - The Company recognized a license revenue of $300,000 from Immunovia AB in Q3 2025, with an additional payment of $300,000 due by March 31, 2026[84] Financing and Debt - The Company issued a non-convertible debenture of $5.0 million to a related party with an interest rate of 4.0% per annum, originally due by June 30, 2024[115] - The Company recorded approximately $0.3 million and $0.8 million of interest expense for the three and nine months ended September 30, 2025, respectively[111] - The Company recognized a loss on extinguishment of notes payable of $1,867,908 for the three and nine months ended September 30, 2025[125] Impairments and Adjustments - The company recorded full impairments of intangible assets acquired from the acquisitions of Proteomedix and ENTADFI during the year ended December 31, 2024[50] - The Company recorded an intangible asset impairment charge of approximately $3.5 million during the nine months ended September 30, 2024, due to competitive pressures[71] - Goodwill balance as of September 30, 2025, was $18,180,299, reflecting an impairment loss of approximately $11.5 million for the nine months ended September 30, 2025[72][73] Operational Challenges - The company incurred substantial operating losses since inception and expects to continue incurring significant losses for the foreseeable future[37] - The company has no committed sources of financing and faces uncertainty regarding the availability of additional funding on favorable terms[40] - The company abandoned the commercialization of ENTADFI and fully impaired its assets as of June 30, 2024, due to insufficient resources and cash runway[30] Agreements and Legal Matters - The Company entered into an Amended and Restated Forbearance Agreement with Veru, extending the due date for the April and September 2024 Veru Notes until June 30, 2025[94] - The Company agreed to make required payments during the April 2024 Forbearance Period, including $50,000 of principal and 15% of monthly cash receipts from Proteomedix and Proclarix sales[96] - The company terminated the Merger Agreement with Ocuvex and paid a Termination Payment of $302,343.55[204]

Financial Performance - For the three months ended September 30, 2025, ONCONETIX, INC. reported revenue of $303,651, a decrease of 25.4% compared to $406,859 for the same period in 2024[16] - The gross profit for the three months ended September 30, 2025, was $268,894, significantly higher than the gross profit of $105,414 in the same period of 2024[16] - The net loss for the three months ended September 30, 2025, was $8,783,702, compared to a net loss of $3,827,405 for the same period in 2024, reflecting an increase in losses[16] - For the nine months ended September 30, 2025, the net loss was $19.7 million, a decrease from a net loss of $29.3 million for the same period in 2024, representing a 32.5% improvement[24] - The company reported a net cash used in operating activities of $6.6 million for the nine months ended September 30, 2025, compared to $9.6 million for the same period in 2024, indicating a 31.5% reduction in cash outflow[24] Assets and Liabilities - Total current assets increased to $1,302,026 as of September 30, 2025, from $950,267 as of December 31, 2024, representing a growth of 37%[14] - Total liabilities decreased to $16,303,023 as of September 30, 2025, from $18,571,008 as of December 31, 2024, indicating a reduction of approximately 12.2%[14] - The total stockholders' equity decreased to $3,374,121 as of September 30, 2025, from $8,542,627 as of December 31, 2024, reflecting a decline of 60.5%[14] - The accumulated deficit increased to $136,884,245 as of September 30, 2025, from $115,683,621 as of December 31, 2024, showing a rise of 18.3%[14] Stock and Equity Transactions - The weighted average number of common shares outstanding for the three months ended September 30, 2025, was 1,405,469, compared to 15,366 for the same period in 2024[16] - The company issued 765,029 shares in connection with the exercise of preferred investment options[19] - The Company raised approximately $12.9 million from the Series D PIPE Financing, resulting in net cash proceeds of $9.3 million[157] - The Series D Preferred Stock was classified as permanent equity and recorded at par value, while the Series D Warrants were classified as liability-classified instruments[160] Impairments and Losses - The company incurred a loss on impairment of goodwill amounting to $11.5 million for the nine months ended September 30, 2025, compared to $15.5 million in the prior year[24] - The Company recorded an intangible asset impairment charge of approximately $3.5 million during the nine months ended September 30, 2024, due to competitive pressures[71] - The Company recognized a loss on extinguishment of $5,384,719 related to the debt extinguishment transaction during the three and nine months ended September 30, 2025[159] Revenue Sources - The company generated 100% of its other revenue from the European Union during the three months ended September 30, 2025[59] - For the nine months ended September 30, 2025, product sales accounted for 93% of total revenue, with the remaining 7% from the European Union[59] - Customer A accounted for 100% of development services revenue for the three months ended September 30, 2025[61] Financing and Debt - The Company entered into an ELOC Purchase Agreement allowing for the sale of up to $25 million in common stock, with 30% of gross proceeds allocated to redeem Series C Preferred Stock[169] - The Company issued a non-convertible debenture of $5.0 million to a related party with an interest rate of 4.0% per annum[115] - The Company recognized approximately $0.3 million and $0.8 million of interest expense for the three and nine months ended September 30, 2025, respectively[111] Future Outlook and Concerns - Management plans to generate product revenue from Proclarix sales, which is still subject to further development and commercialization[40] - The company continues to face substantial doubt about its ability to continue as a going concern within one year from the issuance of the financial statements[41]

Financial Performance - For Q3 2025, Nixxy, Inc. reported revenue of $31.9 million, a significant increase of $31.8 million or 23387% compared to $0.1 million in Q3 2024, primarily driven by telecommunications services [268]. - For the nine-month period ended September 30, 2025, revenue was $46.8 million, an increase of $46.3 million or 9416% compared to $0.5 million in the same period of 2024, mainly due to telecommunications services [277]. - The net loss for Q3 2025 was $2.2 million, a reduction from a net loss of $13.3 million in Q3 2024 [276]. - Net loss from continuing operations decreased to $2.2 million for the nine months ended September 30, 2025, compared to a net loss of $11.0 million in the same period of 2024 [285]. - The company has incurred net losses and negative operating cash flows since inception, with a net loss of $10.9 million for the nine months ended September 30, 2025 [297]. - Adjusted EBITDA loss for the nine months ended September 30, 2025, was $5.7 million, an improvement from a loss of $124,596 in 2024 [290]. Operating Expenses - Total operating expenses for Q3 2025 reached $34.1 million, an increase of $28.5 million or 505% from $5.6 million in Q3 2024, due to higher amortization, cost of revenue, and product development expenses [270]. - Operating expenses for the nine-month period ended September 30, 2025, totaled $56.4 million, an increase of $48.4 million or 604% from $8.0 million in the corresponding period in 2024 [279]. - General and administrative expenses were $7.5 million for the nine months ended September 30, 2025, compared to $7.1 million in 2024, with non-cash stock-based compensation accounting for $3.6 million in 2025 and $5.1 million in 2024 [283]. - Product development expenses increased to $229 thousand for the nine months ended September 30, 2025, from $32 thousand in 2024, primarily due to higher hosting and data expenses [281]. - Non-cash amortization charges for intangible assets rose to $1.6 million in 2025 from $0.8 million in 2024 [282]. Cash Flow and Financing - Net cash used in operating activities was $4.1 million for the nine months ended September 30, 2025, compared to $1.7 million in 2024 [291]. - Net cash provided by financing activities was $2.0 million for the nine months ended September 30, 2025, primarily from $1.8 million in cash received from the sale of common stock [294]. - As of September 30, 2025, the company had approximately $0.1 million in cash on hand, insufficient to meet working capital needs for the next 12 months [296]. - Future operations are expected to be funded through additional securities offerings, as equity offerings have been the primary source of liquidity to date [299]. Strategic Developments - Nixxy, Inc. secured a $2.0 million revolving growth facility in September 2025 to fund expansion efforts, with a fixed conversion feature priced at $2.00 per share [266]. - The company completed the acquisition of Everythink Innovations' carrier and edge data center assets, adding an estimated $48 million of annual recurring revenue (ARR) exposure [265]. - Significant development progress was made on the Leadnova platform, which entered User Acceptance Testing in Q4 2025, with a commercial launch targeted for early 2026 [266]. - The company is undergoing a strategic transformation, including the planned spin-out of recruitment-related businesses to CognoGroup, which is expected to hold key technology assets [254]. Revenue Recognition - Marketplace advertising revenues are recognized on a gross basis when advertising is placed and displayed, with payments typically due within 30 days of service completion [305]. - Consulting and staffing services revenues are recognized when services are rendered, with payments typically due within 90 days of service completion [306]. - Auralink recognizes revenue for SMS and VoiceIP transmission services at the point of delivery confirmation, acting as principal in these transactions [307]. - Contract liabilities arise when customers have paid for services but revenue recognition criteria have not yet been met [308]. Accounting Standards and Practices - Goodwill is tested for impairment annually or when indicators suggest fair value may be below carrying value, with assessments based on qualitative and quantitative factors [311][313]. - Stock-based compensation is measured at grant date fair value and recognized over the service or vesting period, requiring significant judgment in estimating various factors [316]. - The FASB issued ASU 2023-07 to improve reportable segment disclosures, effective for annual periods beginning after December 15, 2023 [318]. - ASU 2023-09 aims to enhance income tax disclosures, effective January 1, 2025 [319]. - ASU 2024-03 requires detailed disaggregation of expenses in the income statement, effective for fiscal years beginning after December 15, 2026 [320].

Financial Performance - For the three-month period ended September 30, 2025, the company reported revenue of $31.9 million, a significant increase of $31.8 million or 23387% compared to $0.1 million in the same period of 2024, primarily driven by telecommunications services [268]. - For the nine-month period ended September 30, 2025, revenue reached $46.8 million, an increase of $46.3 million or 9416% compared to $0.5 million in the same period of 2024, mainly due to telecommunications services [277]. - The company incurred a net loss from continuing operations of $2.2 million for the three-months ended September 30, 2025, compared to a net loss of $13.3 million in the same period of 2024 [276]. - Net loss from continuing operations was $2.2 million for the nine months ended September 30, 2025, a significant improvement from a net loss of $11.0 million in the same period of 2024 [285]. - Adjusted EBITDA loss for the nine months ended September 30, 2025, was $5.7 million, compared to a loss of $124,596 in 2024 [290]. - The company has incurred net losses and negative operating cash flows since inception, with a net loss of $10.9 million for the nine months ended September 30, 2025 [297]. Revenue and Cost of Revenue - The cost of revenue for the same period was $31.8 million, reflecting an increase of $31.8 million from $0 in the corresponding period in 2024, attributed to the rise in revenue-generating operations [269]. - The cost of revenue for the nine-month period was $46.4 million, up from $3,000 in the corresponding period in 2024, representing an increase of $46.4 million [278]. Operating Expenses - Total operating expenses for the three-month period ended September 30, 2025, were $34.1 million, an increase of $28.5 million or 505% compared to $5.6 million in the same period of 2024 [270]. - Total operating expenses for the nine-month period ended September 30, 2025, were $56.4 million, an increase of $48.4 million or 604% compared to $8.0 million in the same period of 2024 [279]. - General and administrative expenses were $7.5 million for the nine months ended September 30, 2025, compared to $7.1 million in 2024, with non-cash stock-based compensation accounting for $3.6 million in 2025 and $5.1 million in 2024 [283]. Cash Flow and Financing - Net cash used in operating activities was $4.1 million for the nine months ended September 30, 2025, compared to $1.7 million in 2024 [291]. - Net cash provided by financing activities was $2.0 million for the nine months ended September 30, 2025, primarily from $1.8 million in cash received from the sale of common stock [294]. - The company secured a $2.0 million revolving growth facility to fund disciplined expansion without compromising shareholder alignment [266]. - Future operations are expected to be funded through additional securities offerings, as equity offerings have been the primary source of liquidity to date [299]. Acquisitions and Developments - The company completed the acquisition of Everythink Innovations' carrier and edge data center assets, adding an estimated $48 million of ARR exposure into NIXXY CORE™ [265]. - The Leadnova platform entered User Acceptance Testing in Q4 2025, with a commercial launch targeted for early 2026 [266]. - Product development expenses increased to $229 thousand for the nine months ended September 30, 2025, from $32 thousand in 2024, primarily due to higher hosting and data expenses [281]. Accounting Policies and Standards - Marketplace advertising revenues are recognized on a gross basis when advertising is placed and displayed, with payments typically due within 30 days of service completion [305]. - Consulting and Staffing Services revenues are recognized when services are rendered, with payments typically due within 90 days of service completion [306]. - Auralink recognizes revenue for SMS and VoiceIP transmission services at the point of delivery confirmation, acting as principal in these transactions [307]. - Contract liabilities arise when customers have paid for services but revenue recognition criteria have not yet been met [308]. - Goodwill is tested for impairment annually or when indicators suggest fair value may be below carrying value, with assessments based on qualitative and quantitative factors [311][313]. - Stock-based compensation is measured at grant date fair value and recognized over the service or vesting period, requiring significant judgment in estimating various factors [316]. - The FASB issued ASU 2023-07 to improve reportable segment disclosures, effective for annual periods beginning after December 15, 2023 [318]. - ASU 2023-09 aims to enhance income tax disclosures, effective January 1, 2025 [319]. - ASU 2024-03 requires detailed disaggregation of expenses in the income statement, effective for fiscal years beginning after December 15, 2026 [320].

Revenue Performance - Total revenue for Q3 2025 was $1.60 million, a decrease of 17% compared to $1.92 million in Q3 2024[257]. - Total revenue for the three months ended September 30, 2025, was $1.60 million, a decrease of 16.7% from $1.92 million in the same period of 2024, primarily due to a $0.88 million decrease in services revenue[259]. - For the nine months ended September 30, 2025, total revenue was $2.84 million, down 18.7% from $3.50 million in the same period of 2024, with a $0.95 million decrease in services revenue[260]. Revenue Breakdown - Product revenue increased by 74% to $947,561 in Q3 2025 from $543,834 in Q3 2024, while service revenue decreased by 70% to $380,876 from $1,265,499[258]. - Cost of products and services revenue decreased to $0.8 million for the three months ended September 30, 2025, down 16.5% from $0.9 million in the same period of 2024[261]. Operating Loss and Expenses - Operating loss for Q3 2025 was $5.11 million, a 178% increase from a loss of $1.84 million in Q3 2024[258]. - Selling, general and administrative expenses increased by 124% to $4.76 million in Q3 2025 from $2.13 million in Q3 2024[258]. - Research and development expenses rose by 66% to $1.18 million in Q3 2025 compared to $710,291 in Q3 2024[258]. - Net loss for the three months ended September 30, 2025, was $4.8 million, an increase of 190.6% from $1.6 million in the same period of 2024[273]. - The company incurred operating losses of approximately $25.5 million as of the nine months ended September 30, 2025[278]. Financial Position - As of September 30, 2025, the company had a cash balance of $0.9 million and a total equity deficit of $1.9 million[278]. - As of September 30, 2025, total outstanding principal balance of debt is $3,112.7 million, down from $5,572.0 million as of December 31, 2024, representing a reduction of approximately 44.0%[286]. - Long-term debt, net of current portion, remains stable at $840.5 million as of September 30, 2025, unchanged from December 31, 2024[286]. Cash Flow - Net cash used in operating activities for the nine months ended September 30, 2025, was $12.3 million, slightly higher than $12.2 million for the same period in 2024, indicating a marginal increase of 0.8%[291]. - Cash used for investing activities increased to $0.40 million in the nine months ended September 30, 2025, compared to $0.05 million in the same period of 2024, reflecting an increase of 700%[292]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $13.3 million, compared to $11.1 million in 2024, marking an increase of approximately 19.8%[293]. Legal and Operational Developments - The company has initiated legal action against Rhombus for warranty and commissioning obligations related to DC Chargers purchased, indicating ongoing disputes affecting operations[290]. - The company expects to pay approximately $2.40 million for certain DC Chargers upon shipment, with a minimum of 50% to be paid within 12 months after the settlement date[289]. - The company formed Deep Impact 1 LLC, holding a 51% equity interest, to operate and maintain electric vehicle chargers[246]. - Nuvve New Mexico LLC was established to support a recently awarded contract, with two members admitted holding 150,000 Class B units at $1.00 per unit[250]. Strategic Initiatives - The company has not yet implemented any measures related to its digital asset strategy and did not hold any cryptocurrency assets as of September 30, 2025[256]. - The company filed a shelf registration statement allowing it to issue up to $300.0 million in various securities, effective July 7, 2025[280]. - The July 2025 Offering generated approximately $5.5 million in gross proceeds before expenses[281]. - The company has not engaged in any off-balance sheet arrangements, indicating a straightforward financial structure[295]. - The company continues to rely on the exemptions provided by the JOBS Act as an emerging growth company, which may affect comparability with other public companies[301].

IPO and Trust Account - The Company raised gross proceeds of $310 million from its Initial Public Offering (IPO) by selling 31,000,000 Units at $10.00 per Unit, incurring offering costs of approximately $17.59 million[145]. - Following the IPO, the Company placed $310 million in a Trust Account, which was invested in U.S. government securities or money market funds[147]. - As of January 27, 2023, after redemptions, the balance in the Trust Account was approximately $46.14 million[151]. - As of January 27, 2025, the balance in the Trust Account was approximately $778,970 after redemptions totaling approximately $27.43 million[158]. - The Company has not generated any operating revenues to date and relies on non-operating income from interest on investments held in the Trust Account[172]. Business Combination and Extensions - On January 27, 2023, shareholders approved an extension of the deadline to complete a Business Combination from January 29, 2023, to April 29, 2023[150]. - The Company allowed for up to twelve months of extensions for completing a Business Combination, potentially extending the deadline to January 29, 2024[150]. - The Company approved multiple extensions in 2024, resulting in a new Termination Date of January 29, 2025[156]. - The Company drew an aggregate of $705,000 in Extension Funds in 2025 to extend the deadline for completing its initial Business Combination to October 29, 2025[159]. - The Company intends to complete its Business Combination before the mandatory liquidation date of January 29, 2026, but there is no assurance it will succeed[171]. Financial Performance - For the three months ended September 30, 2025, the Company reported a net loss of approximately $1,300,000, including a loss from operations of approximately $248,000[173]. - For the nine months ended September 30, 2025, the Company had a net loss of approximately $2,000,000, which included a loss from operations of approximately $928,000[174]. - As of September 30, 2025, the Company had a working capital deficit of $6,546,604, with only $8,808 in its operating bank account[167]. - The Company has approximately $5,198,208 of borrowings outstanding as of September 30, 2025, with various promissory notes issued to the Sponsor[169]. - The Company incurred a loss from the change in fair value of warrant liabilities of approximately $1,100,000 for the three months ended September 30, 2025[173]. Debt and Obligations - The Company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2025[177][183]. - The principal amount of the 2024 Note was increased by $590,000 to $2.25 million on June 5, 2025[163]. Other Considerations - The Company paid an underwriting discount of approximately $6,200,000 at the closing of the Initial Public Offering[179]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an "emerging growth company"[186]. - On January 30, 2024, the Company began trading its Class A ordinary shares and Units on OTCQB under the symbols "CSTAF" and "CSTUF" respectively[153].

Financial Performance - Net loss for Q3 2025 was $6,318,914, or $0.31 per share, compared to a net loss of $5,815,468, or $0.91 per share in Q3 2024[9] - Revenue for Q3 2025 was $0, down from $2,789,484 in Q3 2024, with total government contract revenues for the nine-month period at $2,489,145, compared to $3,090,161 in 2024[10] - The company reported a total net loss of $17,046,348 for the nine-month period ended September 30, 2025, compared to $16,729,642 in 2024[9] Expenses and Liabilities - Research and development expenses decreased to $5,043,504 in Q3 2025 from $7,402,884 in Q3 2024, primarily due to the termination of the BARDA contract[13] - Cash balances as of September 30, 2025, were $5,008,997, down from $5,506,941 at December 31, 2024[15] - The total liabilities decreased to $1,824,000 as of September 30, 2025, from $3,107,000 at December 31, 2024[27] Vaccine Programs and Developments - The GEO-CM04S1 COVID-19 vaccine program showed robust immune responses in CLL patients, achieving its immunogenicity target and prompting the discontinuation of the comparator mRNA arm[12] - GeoVax is expanding its Gedeptin® oncology program into new solid tumor indications, with plans for a Phase 2 trial in head and neck cancer targeted for 2H 2026[12] - The company is advancing its GEO-MVA vaccine in response to the global Mpox public health emergency, supported by favorable scientific advice from the EMA[6] - GeoVax's multi-antigen vaccine platforms align with U.S. policy priorities for pandemic preparedness and domestic manufacturing[12]