Financial Performance - Revenues for the three months ended September 30, 2025, were $25.1 million, a decrease of 4% compared to $26.3 million for the same period in 2024, with ShotSpotter representing approximately 65% of total revenues[92] - For the nine months ended September 30, 2025, revenues increased by 1% to $79.3 million from $78.6 million in 2024, with ShotSpotter accounting for 63% of total revenues[93] - The City of New York accounted for 30% of total revenues for the nine months ended September 30, 2025, while the City of Chicago did not renew its contract in November 2024[93] - Revenues generated within the United States accounted for 97% of total revenues for the three months ended September 30, 2025, down from 99% in 2024[94] - Revenues for Q3 2025 were $25.1 million, a decrease of 4% from $26.25 million in Q3 2024, primarily due to a $2.8 million contract with the City of Chicago in 2024[136] - Revenues for the nine months ended September 30, 2025, increased by $0.7 million to $79.3 million, primarily driven by $4.4 million in new bookings and $3.5 million in catch-up revenue from contract renewals[144][145] Net Loss and Expenses - The company reported a net loss of $2.0 million for the three months ended September 30, 2025, compared to a net loss of $1.4 million for the same period in 2024[96] - The company reported a net loss of $2.044 million in Q3 2025, compared to a net loss of $1.44 million in Q3 2024, marking a 42% increase in losses[136] - Operating loss increased by 53% to $6.2 million, reflecting higher operating expenses despite a decrease in sales and marketing expenses[144][148] - The accumulated deficit increased to $110.9 million as of September 30, 2025, from $104.3 million at the end of 2024[96] Operating Expenses - Cost of revenues increased by $0.4 million to $11.229 million, primarily due to product costs related to software licensing for the NYPD and maintenance activities for ShotSpotter deployments[138] - Gross profit for Q3 2025 was $13.634 million, representing 54% of revenues, down from 58% in Q3 2024[136] - Operating expenses totaled $15.69 million in Q3 2025, a decrease of 4% from $16.263 million in Q3 2024, with sales and marketing expenses decreasing by $1.4 million[136] - Research and development expenses increased by $0.7 million to $4.097 million, driven by investments in enhancing AI capabilities[140] - Cost of revenues rose by $2.9 million to $35.0 million, with significant contributions from $1.0 million in IT costs for AI enhancements and $0.8 million in maintenance costs[144][146] - Research and development expenses increased by $1.5 million to $11.9 million, driven by consulting and IT expenses related to AI capabilities[144][149] Cash Flow and Financial Position - Net cash provided by operating activities fell by $18.3 million to $4.8 million, attributed to slower collections and a decrease in deferred revenue[165][167] - As of September 30, 2025, cash and cash equivalents totaled $11.8 million, with accounts receivable at $28.5 million and available borrowing capacity of $36.0 million under the credit facility[156] - The company expects existing cash and credit facilities to meet working capital needs for at least the next 12 months despite negative working capital[157][158] Strategic Initiatives - The company introduced new products such as ResourceRouter and CrimeTracer, and expanded its offerings through the acquisition of SafePointe, targeting new markets including healthcare due to California's AB 2975 mandate[98] - The company plans to expand its international presence and pursue opportunities in Latin America, recognizing the need for additional resources and management attention[99] - The company completed the acquisition of SafePointe for $25.6 million, funded by $11.4 million in cash and $11.2 million in stock[160] Market Risks - The company’s market risk exposure is primarily due to fluctuations in interest rates, foreign exchange rates, and inflation[176] - There were no material changes in the company's market risk during the nine months ended September 30, 2025, compared to the previous disclosures[177] - The company anticipates that rising costs from inflation may lead to budget shortfalls for customers, potentially delaying contract approvals[112] Contractual and Operational Metrics - As of September 30, 2025, the company had 178 cities and 22 campuses/sites under contract, covering over 1,088 square miles, with 1,075 square miles already live[87] - The net new "go-live" cities and universities for the three months ended September 30, 2025, were 3, while for the nine months, it was 7, compared to 15 in the same period of 2024[100] - The impairment of property and equipment increased significantly by 339% to $237,000 in Q3 2025, compared to $54,000 in Q3 2024[136] Accounting Policies - As of September 30, 2025, there have been no material changes to the company's critical accounting policies and estimates from those disclosed in the 2024 Annual Report on Form 10-K[173]

Offering Details - The Company is offering a total of 4,196,000 shares of Class A common stock, with an additional option for underwriters to purchase up to 629,400 shares[2]. - The proposed offering of the shares may be made pursuant to General Instruction I.B.1 of Form S-3[11]. - The Offering is expected to commence as soon as the Representatives deem advisable after the execution of the Underwriting Agreement[2]. - The Company has granted an option to Underwriters to purchase up to an additional 629,400 shares of Common Stock[99]. - The company is selling 4,196,000 shares of Common Stock at an initial public offering price of $7.15 per share[177]. - The total number of shares to be sold, including the option shares, is 4,825,400[179]. - The underwriters have been granted an option to purchase an additional 629,400 shares of Common Stock[179]. - The underwriters' discount per share is $0.46475[177]. - William Blair & Company, L.L.C. will purchase 2,194,508 shares, while TD Securities (USA) LLC will purchase 1,670,008 shares[177]. Regulatory Compliance - The registration statement for the public offering was declared effective on August 23, 2024[4]. - The Company has complied with all requests from the Securities and Exchange Commission for additional information[12]. - No stop order suspending the effectiveness of the registration statement has been issued by the Commission[12]. - The Company meets the requirements for use of Form S-3 under the 1933 Act[11]. - The Company has not engaged in any Testing-the-Waters Communication without the consent of the Representatives[20]. - The Company has prepared and will file a final prospectus supplement relating to the shares in accordance with Rule 424(b)[4]. - The Company has filed all required SEC reports on a timely basis, and these reports complied with the applicable requirements[25]. - The Company has maintained compliance with the Sarbanes-Oxley Act in all material respects[28]. - The Company is classified as an "emerging growth company" as defined in Section 2(a) of the 1933 Act[23]. - The Company will comply with the requirements of the 1933 Act and the 1934 Act to permit the completion of the distribution of the Shares[104]. Financial Position - The financial statements comply with Regulation S-X and present fairly the financial position of the Company and its consolidated subsidiaries[27]. - There has been no material adverse change in the Company's business or financial position since the last reporting period[30]. - The Company has not entered into any material transactions or incurred any significant liabilities since the last reporting period[30]. - The Company has not sustained any material losses or business interferences from external calamities or disputes[30]. - The Company must provide a comfort letter from PricewaterhouseCoopers LLP regarding financial statements at the time of execution and at Closing Time[127][128]. - The principal financial officer provided a certificate confirming the accuracy of financial data in the Registration Statement[134]. Legal and Regulatory Matters - The Company and its Subsidiaries are not in violation of any laws or regulations that would result in a Material Adverse Effect[41]. - There are no labor disputes or significant unfair labor practice complaints pending against the Company or its Subsidiaries[43]. - The Company possesses all necessary Governmental Licenses to conduct its business, and they are in compliance with all terms and conditions[47]. - The Company has been in compliance with all FDA regulations and has not received any adverse findings from the FDA[53]. - The Company has maintained compliance with all applicable FDA Laws and has not received any notices of action from the FDA that would result in a Material Adverse Effect[54]. - The Company has all necessary permits and is in compliance with Environmental Laws, with no pending actions or claims against it[60]. - The Company has conducted its business in compliance with the Foreign Corrupt Practices Act and has instituted policies to ensure continued compliance[67]. - The Company has maintained compliance with all applicable privacy, data security, and data protection laws, including the California Consumer Privacy Act and the EU General Data Protection Regulation[73]. Internal Controls and Insurance - The Company maintains effective internal control over financial reporting and has not experienced any material weaknesses in its internal controls[61]. - All required tax returns have been filed, and taxes due have been paid, with adequate reserves established for any contested assessments[63]. - The Company carries insurance with reputable insurers, and there is no reason to believe it will not be able to renew its coverage[64]. Indemnification and Agreements - The Company agrees to indemnify Underwriters against any losses arising from untrue statements or omissions in the Registration Statement[141]. - Each Underwriter agrees to indemnify the Company against losses related to untrue statements or omissions made in reliance on Underwriter Information[143]. - The indemnification agreement includes coverage for expenses incurred in investigating or defending against claims[146]. - The Company and Underwriters agree on the proportional allocation of losses based on the net proceeds from the Offering[148]. - The agreement is governed by the laws of the state of New York[164]. - The agreement supersedes all prior agreements and understandings between the company and the underwriters regarding the subject matter[170]. Miscellaneous - The Company has not engaged in any transactions with affiliates exceeding $120,000, other than for salary or employee benefits[76]. - The Company has taken necessary actions to render anti-takeover provisions inapplicable[77]. - The Company has not made any offers or sales of securities that would cause the Offering to be integrated with prior offerings[78]. - The Company acknowledges that the Underwriters will rely upon the accuracy and truthfulness of the representations made[97]. - The Company must ensure that all conditions specified in the Agreement are fulfilled to avoid termination of the Agreement[140]. - The Representatives may terminate the Agreement if there is a material adverse change in the Company's financial condition or market conditions[155].

Financial Performance - Total revenues for the three and nine months ended September 30, 2025, were $3.4 million and $8.3 million, respectively, compared to $3.6 million and $10.6 million for the same periods in 2024, reflecting a decrease of 5.7% and 21.8%[114] - The net loss for the three months ended September 30, 2025, was $11.0 million, a 6.7% increase from the net loss of $10.3 million in the same period of 2024[121] - The company reported a net loss of $29.9 million for the nine months ended September 30, 2025, with an accumulated deficit of $324.3 million[141] - For the nine months ended September 30, 2025, the net cash used in operating activities was $22.7 million, primarily due to a net loss of $29.7 million[154] - The company reported a net cash used in operating activities of $30.4 million for the nine months ended September 30, 2024, due to a net loss of $30.3 million[155] Sales and Market Performance - Total Swoop® system units sold were 8 units and 22 units for the three and nine months ended September 30, 2025, down from 13 units and 39 units in the same periods of 2024, indicating a decline of 38.5% and 43.6%[114] - Device sales decreased by $142 thousand, or 4.7%, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in units sold[122] - Total sales decreased by $206 thousand, or 5.7%, for the three months ended September 30, 2025, with total sales for the nine months down by $2.3 million, or 21.8%[122] Research and Development - Research and development expenses decreased by 31.0% to $4.0 million for the three months ended September 30, 2025, compared to $5.9 million in 2024[121] - Research and development expenses decreased by $1.8 million, or 31.0%, for the three months ended September 30, 2025, and by $3.8 million, or 21.7%, for the nine months[129] Operating Expenses - Operating expenses decreased by 16.3% to $10.8 million for the three months ended September 30, 2025, compared to $12.9 million in 2024[121] - General and administrative expenses decreased by $358 thousand, or 7.9%, for the three months ended September 30, 2025, and by $1.1 million, or 8.5%, for the nine months[131] - Sales and marketing expenses increased by $72 thousand, or 2.9%, for the three months ended September 30, 2025, and by $862 thousand, or 12.7%, for the nine months[133] Cash Flow and Financing - As of September 30, 2025, the company had cash and cash equivalents of $21.6 million, indicating ongoing negative cash flows from operations[141] - The company raised gross proceeds of $20.1 million from the October 2025 Offering, including $17.5 million from the initial offering and $2.6 million from the exercise of the Underwriter Option[147] - The net cash provided by financing activities for the nine months ended September 30, 2025, was $8.2 million, mainly from the February 2025 Offering and sales under the Sales Agreement[158] - The company experienced a net decrease in cash, cash equivalents, and restricted cash of $15.6 million for the nine months ended September 30, 2025[153] - The company plans to use cash for product development, commercial expansion, and general corporate purposes[149] Product Development and Market Expansion - The Swoop® system received 510(k) clearance for its tenth-generation AI-powered software, Optive AI™, in May 2025, which enhances image processing and reduces scan times without compromising quality[110] - The company is focusing on expanding its commercialization efforts beyond critical care to include emergency departments and neurology clinics, supported by the launch of the next-generation Swoop® system[117] - The Swoop® system has received marketing authorization in several countries, including the EU, UK, Canada, Australia, and New Zealand, facilitating international market expansion[112] Grants and Funding - The company received $4.9 million in grants from the Bill and Melinda Gates Foundation to deploy the Swoop® system in low-middle income settings, with an additional $3.4 million grant awarded in May 2023[119] Interest and Currency Exposure - Interest income decreased by $398 thousand, or 68.0%, for the three months ended September 30, 2025, and by $1.3 million, or 63.9%, for the nine months[135] - The company does not have significant exposure to foreign currencies, as most transactions are executed in U.S. dollars[171]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34577 IT TECH PACKAGING, INC. (Exact name of registrant as specified in its charter) Nevada 20-4158835 (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-41620 GAXOS.AI INC. (Exact name of registrant as specified in its charter) (Registrant's telephone number, incl ...

Revenue Generation - For the three months ended September 30, 2025, the company generated revenues of $498,271, primarily from RNK Health, which provided non-clinical services amounting to $441,228[133]. - During the nine months ended September 30, 2025, total revenues reached $692,974, with RNK Health contributing $634,178 from non-clinical services[134]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, were $1,813,026, reflecting a 99.5% increase from $908,573 in the same period of 2024[135]. - Total general and administrative expenses for the nine months ended September 30, 2025, amounted to $3,644,088, up from $2,122,607 in 2024, marking a significant increase[139]. - Other general and administrative expenses for the three months ended September 30, 2025, rose to $254,618, an increase of $152,618 or 149.6% compared to the same period in 2024[147]. - Compensation and related benefits increased by 39.5% to $962,098 for the nine months ended September 30, 2025, primarily due to executive bonuses and stock-based compensation[141]. Research and Development - Research and development fees increased by 8.5% to $274,021 for the three months ended September 30, 2025, compared to $252,657 in 2024[136]. - The company plans to pursue research and development of its products, which will require additional capital from third-party sources[163]. Marketing and Advertising - Advertising and marketing expenses surged by 638.9% to $903,258 for the three months ended September 30, 2025, compared to $122,247 in 2024[144]. - For the three months ended September 30, 2025, advertising and marketing fees increased by $761,670, contributing to the growth in RNK Health services[145]. Losses and Financial Position - The loss from operations for the three months ended September 30, 2025, was $1,314,755, an increase of $408,886 or 45.1% from the previous year[149]. - The net loss attributable to common shareholders for the three months ended September 30, 2025, was $1,001,474, or $0.14 per share, reflecting an increase of $137,064 or 15.9% year-over-year[152]. - For the nine months ended September 30, 2025, net cash used in operations was $3,120,632, primarily due to a net loss of $3,197,507[157]. - The company expects to continue generating operating losses in the foreseeable future due to corporate overhead and research and development costs[156]. Cash and Investments - As of September 30, 2025, the company had a cash balance of $914,183 and short-term investments totaling $12,058,377, with working capital of $12,968,843[154]. - The company reported net cash used in investing activities of $10,363,284 for the nine months ended September 30, 2025, mainly from the purchase of short-term investments[159]. - The company did not have any cash flows from financing activities for the nine months ended September 30, 2025[161]. New Initiatives - The company launched four proprietary games by September 30, 2025, enhancing user engagement through AI-driven personalization and NFT features[124]. - Gaxos Health, a new initiative, aims to provide AI-powered health optimization solutions, with the product launched in Q3 2024[126][127]. - RNK Health LLC was formed to market health-related products, with the company holding a 70% membership interest[128].

Regulatory Approvals and Product Development - Catheter Precision, Inc. has received FDA clearance for the VIVO System as a pre-procedure planning tool for patients with structurally normal hearts undergoing ablation treatment for idiopathic ventricular arrhythmias [252]. - The VIVO System has been utilized in over 1,000 procedures in the U.S. and EU by more than 30 physicians, with no reported device-related complications [252]. - The company formed a new subsidiary, Cardionomix, to acquire assets related to the Cardiac Pulmonary Nerve Stimulation (CPNS) System, which is in development and has yet to obtain regulatory approval [249]. - KardioNav, another subsidiary, is focused on developing a system that interfaces with implanted cardiac devices to improve pre-ablation mapping and localization of arrhythmogenic tissue [250]. - The company has commenced limited sales of the VIVO System in Europe and the UK through independent distributors [254]. - LockeT, a suture retention device, was first sold in May 2024 and received its first patent in China in September 2024 [255]. - In April 2025, LockeT obtained CE Mark approval for marketing in the EU, Switzerland, and Turkey, leading to new distribution agreements in multiple countries [256]. - Clinical studies for LockeT began in 2023, aiming to demonstrate faster wound closure and lower healthcare costs [258]. - The acquisition of PeriKard was completed on January 24, 2025, for $113 thousand in stock, with potential royalty payments of 10% on net sales for five years [260]. - Cardionomic acquired the CPNS System on May 5, 2025, with total consideration of $1.9 million recognized as acquired in-process research and development [262]. Financial Performance and Revenue - Revenue for the three months ended September 30, 2025, increased by approximately $130 thousand, driven by a $92 thousand increase in LockeT sales and a $38 thousand increase in VIVO System sales compared to the same period in 2024 [287]. - For the nine months ended September 30, 2025, revenue increased by approximately $310 thousand, primarily due to a $322 thousand increase in LockeT sales, partially offset by a $12 thousand decrease in VIVO System sales [287]. - Cost of revenues increased by approximately $8 thousand and $12 thousand for the three and nine months ended September 30, 2025, respectively, mainly due to increased LockeT sales [288]. - Selling, general and administrative expenses rose by approximately $0.1 million for the three months and $1.1 million for the nine months ended September 30, 2025, attributed to increased professional fees and stock-based compensation [289][290]. - Research and development expenses increased by approximately $0.2 million for the three months and $0.4 million for the nine months ended September 30, 2025, primarily due to higher professional fees and salaries [291][292]. - Acquired in-process research and development expenses recognized as R&D expense totaled $119 thousand for the nine months ended September 30, 2025 [261]. - Acquired in-process research and development expenses increased by approximately $2.0 million for the nine months ended September 30, 2025, related to two asset acquisitions completed in 2025 [293]. Cash Flow and Financing - Net cash used in operating activities was $6.8 million for the nine months ended September 30, 2025, primarily due to a net loss of $11.8 million [303]. - As of September 30, 2025, the company had cash and cash equivalents of $1.1 million and an accumulated deficit of $303.8 million [298]. - The company expects operating losses and negative cash flows to continue unless sales and gross profit increase sufficiently to cover operating expenses [300]. - During the nine months ended September 30, 2024, net cash provided by financing activities was $4.2 million, consisting of $2.6 million from the issuance of common stock and $1.5 million from notes payable due to related parties [307]. - The May 2025 PIPE Financing raised gross proceeds of $1.5 million, with additional shares of preferred stock and warrants issued [264]. - As of September 30, 2025, 868,582 shares were sold under the At Market Offering Agreement for gross proceeds of $4.0 million [274]. Internal Controls and Regulatory Risks - The company has identified material weaknesses in its internal control over financial reporting, which could affect its ability to report results accurately [243]. - The company is subject to extensive regulatory scrutiny, and its products may face recalls or suspensions after receiving FDA approval [243]. - The company has not engaged in any off-balance sheet arrangements during the periods presented, indicating a straightforward financial structure [308]. - The company regularly evaluates estimates related to asset acquisitions, including provisions for legal contingencies and income taxes, which could materially affect financial results [310]. Accounting and Valuation - The fair value of trading debt securities is determined using a probability weighted expected return model, which incorporates significant unobservable inputs [314]. - The company recognizes a liability for royalty fees based on actual sales of products, with future estimated royalty payments remeasured at each reporting period [316]. - The fair value measurement of royalties payable includes significant unobservable inputs and is based on an internally developed revenue adjusted discount rate [317]. - New accounting pronouncements are discussed in the financial statements, detailing expected adoption dates and estimated effects on operations [318].

Product Development and Regulatory Approvals - The VIVO System has been utilized in over 1,000 procedures in the U.S. and EU by more than 30 physicians, with no reported device-related complications[252]. - The Company has received FDA clearance to market the VIVO System in the U.S. as a pre-procedure planning tool for patients with structurally normal hearts[252]. - The VIVO System has received CE Mark designation, allowing marketing in EU member countries[253]. - The Company has commenced limited sales of the VIVO System in Europe and the UK through independent distributors[254]. - LockeT® device recognized its first sale in May 2024 and received its first patent in China in September 2024[255]. - In April 2025, LockeT obtained CE Mark approval for marketing in the EU, Switzerland, and Turkey, leading to new distributor agreements in multiple countries[256]. - Clinical studies for LockeT began in 2023, aiming to demonstrate faster wound closure and lower healthcare costs[258]. Financial Performance and Revenue - Revenue for the three months ended September 30, 2025, increased by approximately $130 thousand, driven by a $92 thousand increase in LockeT sales and a $38 thousand increase in VIVO System sales compared to the same period in 2024[287]. - For the nine months ended September 30, 2025, revenue increased by approximately $310 thousand, primarily due to a $322 thousand increase in LockeT sales, partially offset by a $12 thousand decrease in VIVO System sales[287]. - Cost of revenues increased by approximately $8 thousand and $12 thousand for the three and nine months ended September 30, 2025, respectively, mainly due to increased LockeT sales and higher product margins[288]. - Selling, general and administrative expenses rose by approximately $0.1 million for the three months and $1.1 million for the nine months ended September 30, 2025, attributed to increased professional fees, stock-based compensation, and salaries[289][290]. - Research and development expenses increased by approximately $0.2 million for the three months and $0.4 million for the nine months ended September 30, 2025, primarily due to higher professional fees and salaries[291][292]. - Acquired in-process research and development expenses increased by approximately $2.0 million for the nine months ended September 30, 2025, related to two asset acquisitions completed in 2025[293]. Financing and Cash Flow - The Company anticipates the need for additional financing to support ongoing operations and product development[242]. - The May 2025 PIPE Financing raised gross proceeds of $1.5 million, with additional shares of preferred stock and warrants issued[264]. - As of September 30, 2025, 868,582 shares were sold under the At Market Offering Agreement for gross proceeds of $4.0 million[274]. - Net cash used in operating activities was $6.8 million for the nine months ended September 30, 2025, primarily due to a net loss of $11.8 million[303]. - As of September 30, 2025, the company had cash and cash equivalents of $1.1 million and an accumulated deficit of $303.8 million[298]. - The company expects operating losses and negative cash flows to continue unless sales and gross profit increase sufficiently to cover operating expenses[300]. - During the nine months ended September 30, 2024, net cash provided by financing activities was $4.2 million, consisting of $2.6 million from the issuance of common stock and $1.5 million from notes payable due to related parties[307]. Internal Controls and Financial Reporting - The Company has identified material weaknesses in internal control over financial reporting, which could affect the accuracy of financial results[243]. - The Company is subject to extensive regulatory scrutiny, and product approvals may be delayed or denied[243]. - The company has not engaged in any off-balance sheet arrangements during the periods presented, indicating a straightforward financial structure[308]. - The company regularly evaluates estimates related to asset acquisitions, including provisions for legal contingencies and income taxes, which may materially affect financial results[310]. Accounting and Valuation - The fair value of trading debt securities is determined using a probability weighted expected return model, which incorporates significant unobservable inputs[314]. - The company recognizes a liability for royalty fees based on actual sales of products, with future estimated royalty payments recorded at fair value[316]. - Royalties payable due to related parties are remeasured at each reporting period, with changes recorded in the statements of operations[317]. - The company applies an internally developed revenue adjusted discount rate to discount forecasted royalty payments, reflecting the product revenue's risk profile[317]. - New accounting pronouncements are described in the financial statements, including expected adoption dates and estimated effects on operations[318].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39975 JAWS MUSTANG ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) | Cayman I ...

Financial Performance - Revenue for the three months ended September 30, 2025, was $49,473,179, an increase of 16.7% compared to $42,481,896 for the same period in 2024[12] - Gross loss for the three months ended September 30, 2025, was $2,484,083, improving from a gross loss of $3,606,790 in the prior year[12] - Net loss for the three months ended September 30, 2025, was $6,508,053, compared to a net loss of $4,647,871 for the same period in 2024, representing a 39.9% increase in losses[12] - Basic and diluted net loss per share for the three months ended September 30, 2025, was $0.15, compared to $0.11 for the same period in 2024[12] - The Company reported a net loss attributable to stockholders of $6,508,053 for the three months ended September 30, 2025, compared to a net loss of $4,647,871 for the same period in 2024[111] - The Company recorded total other income of $738,592 for the three months ended September 30, 2025, down from $1,205,665 for the same period in 2024[106] Assets and Liabilities - Total current assets decreased to $29,213,192 as of September 30, 2025, down from $37,665,911 as of June 30, 2025, a decline of 22.5%[9] - Total liabilities decreased to $133,955,680 as of September 30, 2025, from $145,124,257 as of June 30, 2025, a reduction of 7.7%[10] - Cash and cash equivalents as of September 30, 2025, were $6,456,745, down from $9,190,277 as of June 30, 2025, a decrease of 29.9%[9] - Total stockholders' equity decreased to $22,381,885 as of September 30, 2025, from $25,089,938 as of June 30, 2025, a decline of 10.8%[10] - The Company incurred a net current liability of $11.1 million[21] - Accounts payable decreased to $7,588,236 as of September 30, 2025, down from $9,005,727 as of June 30, 2025, representing a reduction of approximately 15.7%[82] Cash Flow and Financing - The company reported a net cash used in operating activities of $1,929,402 for the three months ended September 30, 2025, compared to $3,612,112 for the same period in 2024, indicating improved cash flow management[15] - The company is in discussions with financial institutions to secure additional credit facilities to strengthen working capital[21] - The company has an unused line of credit of $4.39 million with Eastwest Bank as of September 30, 2025[152] - The Company is exploring additional financing options to strengthen working capital amid a net current liability of $11.1 million as of September 30, 2025[137] Revenue Breakdown - Transportation services revenue was $32,075,786, up from $28,490,756, while warehousing services revenue increased to $17,380,018 from $13,973,694[44] - Revenue from transportation services increased by $3.6 million, or 12.6%, while revenue from warehousing services rose by $3.4 million, or 24.4% during the same period[131] - Contract liabilities transferred to revenue for the three months ended September 30, 2025, were $862,145, compared to $276,463 in 2024[45] Operational Insights - The company operates as a third-party logistics provider, focusing on multi-modal transportation and logistics services primarily in the United States[17] - The company is executing a cost optimization plan, including delaying non-essential capital expenditures and reducing third-party service costs to improve cash flow[21] - The company plans to optimize warehouse utilization and develop higher-margin logistics solutions to improve profitability[21] - The company operated ten warehouses with a total gross floor area of approximately 3,905,020 square feet as of September 30, 2025[126] - Active customer base increased from 505 to 607 between June 30, 2025, and September 30, 2025[126] Asset Management - As of September 30, 2025, accounts receivable from third parties totaled $18,679,435, down from $22,713,346 as of June 30, 2025, representing a decrease of approximately 17.9%[69] - The total allowance for credit loss remained unchanged at $594,869 for both September 30, 2025, and June 30, 2025[70] - Property and equipment, net decreased to $10,646,576 as of September 30, 2025, from $11,259,820 as of June 30, 2025, reflecting a decline of approximately 5.4%[71] - Intangible assets, net decreased to $43,032 as of September 30, 2025, from $54,627 as of June 30, 2025, a decline of approximately 21.3%[72] Shareholder Information - The Company issued 434,879 shares of common stock at US$1.72 per share in March 2025, raising US$750,000 as part of the SEPA loan conversion[92] - The Company issued 3,192,145 shares for Investor Notices pursuant to the Standby Equity Purchase Agreement, increasing total shares to 45,443,079 as of September 30, 2025[14] - The weighted average number of shares of common stock outstanding was 42,462,207 for the three months ended September 30, 2025, compared to 41,634,000 for the same period in 2024[111] Lease and Rental Expenses - Operating lease expenses increased to US$9,177,790 for the three months ended September 30, 2025, compared to US$8,111,425 for the same period in 2024, reflecting a year-over-year increase of approximately 13.1%[79] - The Company recognized lease income of US$81,900 during the three months ended September 30, 2025, compared to US$727,498 in the same period of 2024, indicating a significant decline in lease income[77] - Total minimum lease payments for operating leases amount to US$163,148,107, with a total lease liability of US$123,603,076 as of September 30, 2025[80] Miscellaneous - The Company adopted ASU 2023-07 on January 1, 2024, which did not have a material impact on its consolidated financial statements[66] - The Company entered into a non-binding Letter of Intent to acquire 100% of Leopard Transnational Inc., a logistics provider with approximately 360,000 square feet of U.S. warehouse space[118] - The Company recorded depreciation expenses of $682,244 for the three months ended September 30, 2025, compared to $578,432 for the same period in 2024, indicating an increase of approximately 18%[71]