Initial Public Offering - The Company completed its Initial Public Offering on March 3, 2025, issuing 20,125,000 units at $10.00 per unit, generating gross proceeds of $201,250,000[114] - The net proceeds from the Initial Public Offering and the private placement totaled $202,256,000, which were placed in a Trust Account for the benefit of public shareholders[115] - The underwriters received a cash underwriting discount of $0.20 per unit, totaling $4,025,000, and deferred underwriting commissions of approximately $7,044,000[130] Financial Position - As of September 30, 2025, the Company held cash of $1,389,000 and current liabilities of $209,000, with deferred underwriting fees payable amounting to $7,044,000[116] - As of September 30, 2025, the cash held in the Trust Account was $207,212,000, to be invested in U.S. government treasury obligations or money market funds[122] - The Company has no long-term debt or capital lease obligations as of September 30, 2025[129] Operating Costs - The Company incurred general and administrative costs of approximately $262,000 and $797,000 for the three and nine months ended September 30, 2025, respectively[118] - Other income for the three and nine months ended September 30, 2025, totaled approximately $2,172,000 and $4,989,000, primarily from interest earned on the Trust Account[119] Future Financing - The Company expects to incur significant costs in pursuing its initial business combination and may need additional financing to complete it[125] - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[126]

Initial Public Offering - The Company completed its Initial Public Offering on March 3, 2025, issuing 20,125,000 units at $10.00 per unit, generating gross proceeds of $201,250,000[114] - The net proceeds from the Initial Public Offering and the private placement totaled $202,256,000, which were placed in a Trust Account for the benefit of public shareholders[115] - The underwriters received a cash underwriting discount of $0.20 per unit, totaling $4,025,000, and deferred underwriting commissions of approximately $7,044,000[130] Financial Position - As of September 30, 2025, the Company held cash of $1,389,000 and current liabilities of $209,000, with deferred underwriting fees payable amounting to $7,044,000[116] - As of September 30, 2025, the cash held in the Trust Account was $207,212,000, to be invested in U.S. government treasury obligations or money market funds[122] - The Company has no long-term debt or capital lease obligations as of September 30, 2025[129] Expenses and Income - The Company incurred general and administrative costs of approximately $262,000 and $797,000 for the three and nine months ended September 30, 2025, respectively[118] - Other income for the three and nine months ended September 30, 2025, totaled approximately $2,172,000 and $4,989,000, primarily from interest earned on the Trust Account[119] Administrative Agreements - The Company pays $40,000 per month for administrative support under an agreement with an affiliate of its Sponsor[131] - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[126]

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on June 20, 2025, raising gross proceeds of $200 million from the sale of 20 million Public Units at $10.00 each[110]. - The company incurred total fees of $12,624,206 related to the IPO, which included a cash underwriting fee of $4 million and a deferred underwriting fee of $8 million[116]. Financial Performance - As of September 30, 2025, the company reported net income of $1,898,982 for the three months ended September 30, 2025, primarily from interest earned on investments held in the Trust Account[115]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[114]. - The company incurred general and administrative expenses of $185,417 for the three months ended September 30, 2025[115]. - Net income per Ordinary Share is calculated by dividing net income applicable to shareholders by the weighted average number of Ordinary Shares outstanding, applying the two-class method[134]. Trust Account and Investments - The Trust Account held investments totaling $202,265,853 as of September 30, 2025, including approximately $2,265,853 of interest earned and accrued[118]. - The company has no long-term debt or capital lease obligations as of September 30, 2025[126]. Business Combination and Liquidation - The company has until June 20, 2027, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[112]. - The company may seek to extend the Combination Period by amending its Articles, which would require approval from Public Shareholders[113]. - The Sponsor, directors, and officers have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[130]. Working Capital - As of September 30, 2025, the company had working capital of $948,419, which is used for identifying and evaluating target businesses[120]. Equity Classification - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[133].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on June 20, 2025, raising gross proceeds of $200 million from the sale of 20 million Public Units at $10.00 each[110]. - The company incurred total fees of $12,624,206 related to the IPO, which included a cash underwriting fee of $4 million and a deferred underwriting fee of $8 million[116]. Financial Performance - As of September 30, 2025, the company had net income of $1,898,982 for the three months ended September 30, 2025, primarily from interest earned on investments held in the Trust Account[115]. - The Trust Account held investments totaling $202,265,853 as of September 30, 2025, including approximately $2,265,853 of interest earned and accrued[118]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[114]. - Net income per Ordinary Share is calculated by dividing net income applicable to shareholders by the weighted average number of Ordinary Shares outstanding, applying the two-class method[134]. Business Combination and Liquidation - The company has until June 20, 2027, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[112]. - The company may seek to extend the Combination Period by amending its Articles, which would require approval from Public Shareholders[113]. - The Sponsor, directors, and officers have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[130]. Working Capital and Expenses - As of September 30, 2025, the company had working capital of $948,419, which is used for identifying and evaluating target businesses[120]. - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[114]. - The company has no long-term debt or capital lease obligations, with administrative service costs incurred totaling $28,300 since inception[126]. Equity and Shareholder Information - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[133].

Product Deployment and Sales - The TRACER 1000™ has been deployed in approximately 34 locations across 16 countries, including the USA, Europe, and Asia as of September 30, 2025[94]. - In April 2025, the company fulfilled a $429,000 purchase order for six TRACER 1000 explosive trace detectors, marking the first TSA-approved sale of this product[100]. - The TRACER 1000 Narcotic Trace Detector was launched on March 10, 2025, specifically designed to screen for synthetic opiates and novel psychoactive substances[99]. - The company has received ECAC certification for the TRACER 1000 in 2019, allowing sales to airport and cargo security customers in the European Union[94]. - The U.S. federal government had a budget for over 6,000 ETD units at checkpoint and baggage screening points for fiscal year 2023, indicating a significant market opportunity for the TRACER 1000[96]. - The TRACER 1000 is now listed in the United States General Services Administration IT Schedule 70, facilitating sales to the federal government[97]. Financial Performance - Total revenue for the three months ended September 30, 2025, increased by $260 thousand, reaching $297 thousand, compared to $34 thousand in the same period of 2024[117]. - Gross profit rose to $188 thousand with a gross margin of 63%, up from 26% in the prior year, reflecting a shift towards higher margin grant revenue and consumables[118]. - Operating expenses increased by $87 thousand, or 2.4%, totaling $3,724 thousand, driven by higher selling, general and administrative expenses[119]. - Net cash used in operating activities was $3,936 thousand, an increase of $250 thousand compared to $3,686 thousand in the same period of 2024[121]. - Cash provided by investing activities significantly increased by $3,325 thousand, totaling $3,518 thousand, primarily due to selling short-term time deposit investments[124]. - As of September 30, 2025, cash and cash equivalents were $2.7 million, down from $3.1 million as of June 30, 2025[122]. - The company reported a net loss of $3,465 thousand for the three months ended September 30, 2025, compared to a net loss of $3,278 thousand in the same period of 2024[117]. - Other income and expense, net decreased by $279 thousand, primarily due to lower dividend income and a realized loss on securities[119]. - The effective tax rate for the company is 0% for the three months ended September 30, 2025, with expectations of remaining at 0% for the full fiscal year 2026[128]. - The company has approximately $763 thousand of uncertain tax positions as of September 30, 2025, all accounted as contra-deferred tax assets[131]. Product Development and Market Strategy - The AgLAB 1000-D2™ has demonstrated the potential to improve THC and CBD oil yields by approximately 15% to 30% during field trials[107]. - AgLAB is targeting the rapidly growing CBD and hemp market, which is expected to expand due to increasing acceptance of medicinal cannabis products and legislative changes[104]. - The company has entered into a master lease agreement with SC Laboratories for joint marketing of the AgLAB 1000-D2™ mass spectrometer[108]. - The formation of EN-SCAN, a new subsidiary, aims to manufacture instruments for environmental testing, focusing on real-time air, water, and soil analysis[114].

Financial Performance - Total current assets increased to $11,493,000 as of September 30, 2025, compared to $5,736,000 on December 31, 2024, representing a growth of 100%[10] - The net loss for the nine months ended September 30, 2025, was $6,327,000, compared to a net loss of $5,524,000 for the same period in 2024, indicating a 15% increase in losses[13] - The company reported total operating expenses of $6,686,000 for the nine months ended September 30, 2025, a 17% increase from $5,713,000 in the same period of 2024[13] - The Company reported a net loss of $2.392 million for the three months ended September 30, 2025, compared to a net loss of $1.524 million for the same period in 2024, representing a 57% increase in net loss year-over-year[74] - Total operating expenses for the nine months ended September 30, 2025, were $6.686 million, up from $5.713 million in the same period of 2024, indicating an increase of 17%[74] Cash and Financing Activities - Cash and cash equivalents at the end of the period were $10,705,000, up from $5,390,000 at the end of September 30, 2024, reflecting a 98% increase[16] - The Company raised approximately $900,000 from the December 19, 2024 Offerings after deducting placement agent fees and offering expenses[45] - The net proceeds from the July 2025 Financing were approximately $2.1 million after deducting fees and expenses[57] - Net cash used in operating activities for the nine months ended September 30, 2025, was $5,900,000, slightly higher than $5,741,000 for the same period in 2024[16] - Net cash provided by financing activities for the nine months ended September 30, 2025, was $11.2 million, an increase from $2.6 million in 2024, mainly due to the issuance and exercise of common stock and warrants[117] Research and Development - Research and development expenses for the three months ended September 30, 2025, were $1,181,000, up 83% from $644,000 in the same period of 2024[13] - Research and development expenses for the nine months ended September 30, 2025, totaled $3.141 million, compared to $2.658 million for the same period in 2024, reflecting a 18% increase[74] - The ongoing Phase 1b clinical trial for PH-762 has shown promising results, with 100% tumor clearance in one of three patients and over 90% clearance in another at Day 36[87] - A total of 18 patients with cutaneous carcinomas completed treatment in the Phase 1b trial, with 6 achieving a complete response (100% clearance) and 2 showing near complete response (>90% clearance) [88] - Preclinical data indicated that PH-762 treated DP TIL increased tumor killing activity by two-fold in collaboration with AgonOx [90] Stock and Equity - Total stockholders' equity rose to $9,839,000 as of September 30, 2025, compared to $4,723,000 at the end of 2024, marking a 108% increase[10] - The weighted average number of common shares outstanding increased to 5,468,584 for the three months ended September 30, 2025, compared to 990,033 in the same period of 2024[13] - The Company issued 2,507,005 shares of common stock and warrants, net of offering costs of $1,028,000, during the reporting period[14] - The Company completed a 1-for-9 reverse stock split effective July 5, 2024, adjusting all share and per share amounts accordingly[25] Operational Challenges - The Company has reported recurring losses from operations since inception and expects to continue negative cash flows for the foreseeable future[27] - The Company has not yet recognized any product revenues, raising doubts about its ability to continue as a going concern[28] - The Company anticipates incurring substantial additional operating losses for several years as it continues to develop product candidates and seek marketing approval[119] - Future funding requirements may be influenced by various factors, including investments in research and development, clinical trial expenses, and potential strategic acquisitions[121] - The company may seek additional funding to sustain future operations, but there is no assurance that such funding will be available on favorable terms[122] Compliance and Regulatory Risks - The company is currently in compliance with Nasdaq listing requirements, but there is no guarantee of maintaining compliance in the future[132] - Changes in U.S. and international trade policies may adversely impact the company's business and operating results, particularly regarding supply chain disruptions and increased costs[134]

Financial Results Announcement - Sable Offshore Corp. announced its financial results for the period ended September 30, 2025, on November 13, 2025[3] - The press release detailing the financial results is attached as Exhibit 99.1[5] Company Classification - The company is classified as an emerging growth company under the Securities Exchange Act[2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 8-K _________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2025 ___________________________________ Sable Offshore Corp. (Exact name of registrant as specified in its charter) ___________________________________ Delaware (State or other jurisdiction of incorporation or organization) 001-4 ...

Financial Performance - Total revenues for Q3 2025 were $28,734,355, an increase from $27,700,936 in Q3 2024, representing a growth of 3.7%[3] - Net loss attributable to common stockholders for Q3 2025 was $2,587,905, compared to a loss of $1,595,136 in Q3 2024, indicating a 62.3% increase in losses year-over-year[3] Cash and Investments - Cash inflow from operations for the nine months ended September 30, 2025, was $12.1 million, unchanged from the same period in 2024[6] - Total unrestricted cash and investments as of September 30, 2025, amounted to $56,203,902, up from $41,659,941 at the end of 2024[3] - The investment in Sky Harbour Class A common stock and warrants was valued at $82.7 million as of September 30, 2025[5] Assets and Liabilities - Total assets as of September 30, 2025, were $721,354,111, a decrease from $728,345,729 at the end of 2024[3] - Total liabilities increased to $173,429,102 as of September 30, 2025, compared to $165,626,276 at the end of 2024[3] Other Financial Metrics - The book value per share decreased to $16.80 at September 30, 2025, from $16.99 at December 31, 2024[7] - Net other expense included an unrealized loss of $1.5 million on Sky Harbour warrants and $2.0 million in losses related to the 24th Street Funds[4] Future Outlook - The company anticipates future growth and plans to focus on market expansion and new product development, although specific financial projections were not disclosed[9]

Financial Performance - As of September 30, 2025, Cardiol Therapeutics Inc. reported total assets of CAD 12,947,801, a decrease of 59.5% from CAD 31,863,751 as of December 31, 2024[2] - The company’s cash and cash equivalents decreased to CAD 11,622,408 from CAD 30,580,029, representing a decline of 61.9%[2] - For the nine months ended September 30, 2025, the net loss was CAD 26,606,305, compared to a net loss of CAD 28,498,989 for the same period in 2024, indicating a 6.6% improvement[4] - Operating expenses for the nine months ended September 30, 2025, totaled CAD 26,285,321, down from CAD 30,287,227 in 2024, reflecting a decrease of 13.2%[4] - The basic and diluted net loss per share for the nine months ended September 30, 2025, was CAD 0.32, compared to CAD 0.42 for the same period in 2024[4] - The company’s total equity as of September 30, 2025, was CAD 9,560,875, a significant decrease of 61.3% from CAD 24,728,483 as of December 31, 2024[2] Cash Flow and Expenses - Cash used in operating activities for the nine months ended September 30, 2025, was CAD 18,629,352, slightly lower than CAD 19,467,574 in 2024[6] - Research and development expenses increased to CAD 11,275,671 for the nine months ended September 30, 2025, from CAD 9,783,261 in 2024, marking a rise of 15.3%[4] - Interest income for the nine months ended September 30, 2025, was CAD 551,192, down from CAD 886,567 in 2024, a decrease of 37.8%[6] - The total expenses related to share-based compensation for the nine months ended September 30, 2025, amounted to $7,686,761, a decrease from $11,130,090 for the same period in 2024[24] Share Capital and Equity - The company’s share capital increased to CAD 187,362,629 as of September 30, 2025, from CAD 179,335,421 at the end of 2024, an increase of 4.5%[2] - The number of common shares issued increased to 87,455,722 by September 30, 2025, from 65,352,279 on December 31, 2023, reflecting an increase of 33.9%[22] - The balance of Performance Share Units (PSUs) as of September 30, 2025, is 679,755, down from 2,000,000 on December 31, 2023, indicating significant redemption activity[29] - The balance of Restricted Share Units (RSUs) as of September 30, 2025, was 4,728,056, with 2,915,818 vested[36] Assets and Liabilities - As of September 30, 2025, the total carrying value of property and equipment is $989,647, a decrease from $993,816 on December 31, 2023[18] - The accumulated depreciation increased to $848,666 by September 30, 2025, from $656,758 on December 31, 2023, reflecting a depreciation expense of $143,402 for the year ended December 31, 2024[18] - The lease liability decreased to $134,199 by September 30, 2025, from $174,340 on December 31, 2023, with repayments totaling $41,532 in both 2024 and 2025[19] - The carrying value of the right-of-use asset decreased to $32,598 by September 30, 2025, from $80,586 on December 31, 2024, reflecting the impact of lease repayments and depreciation[18] Management and Commitments - Salaries and benefits for key management personnel for the nine months ended September 30, 2025, totaled $2,446,705[43] - The company has committed lease payments totaling approximately $330,600 for the years 2025 to 2028[39] - The company’s total commitments for contract research services amount to $1,361,101 from 2025 to 2029[41] Subsequent Events - Subsequent to September 30, 2025, 2,621,000 PSUs were issued and 983,592 PSUs were redeemed[34][35] - Subsequent to September 30, 2025, the company completed a financing of US$11.4 million through the issuance of 11,425,000 common share units at USD$1.00 per unit[44] Stock Options and Derivatives - The fair value of stock options issued during the nine months ended September 30, 2025, was estimated at $0.79, compared to $1.79 for the same period in 2024[28] - The Corporation issued 1,560,000 stock options during the year ended December 31, 2024, with a weighted average exercise price of $1.65[25] - The derivative liability related to warrants decreased by $1,352,085 during the three months ended September 30, 2024, and all 8,175,000 warrants expired unexercised during 2024[20] Quarterly Performance - The basic and diluted loss per share for the three months ended September 30, 2025, was calculated based on a loss of $9,964,281, with a weighted average of 84,727,401 shares outstanding[38] - Total operating expenses for the three months ended September 30, 2025, included non-cash share-based compensation of $3,306,682 in general and administration expenses and $692,923 in research and development expenses[42]