What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-11 compared with 2025-11-12 · 118 added, 132 removed, 165 unchanged (60% of the section changed)

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our ability to raise capital and the terms thereof;

adverse changes in government regulations or polices;

ability to successfully commercialize our technologies and generate revenues therefrom;

competition within our industries;

adverse changes in government regulations or policies;

dependence on key personnel;

and other factors referenced in this Form 10-Q.

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PLAN OF OPERATIONS

Company Overview

Camber is a growth-oriented diversified energy company.

Through our subsidiaries we provide custom energy and power solutions to commercial and industrial clients in North America, and have a majority interest in:

(i) an entity with intellectual property rights to a fully developed, patented, proprietary medical and bio-hazard waste treatment system using ozone technology;

and (ii) entities with the intellectual property rights to fully developed, patented and patent pending, proprietary electric transmission and distribution broken conductor protection systems.

Also, we hold a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

The Company is also exploring other energy-related opportunities and/or technologies which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time.

Custom Energy and Power Solutions:

Simson-Maxwell:

On August 6, 2021, Viking acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd.

(“Simson-Maxwell”), a Canadian federal corporation, for $7,958,159 in cash.

Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions.

Simson-Maxwell provides commercial and industrial clients with efficient, flexible, environmentally responsible and clean-tech energy systems involving a wide variety of products, including CHP (combined heat and power), tier 4 final diesel and natural gas industrial engines, solar, wind and storage.

Simson-Maxwell also designs and assembles a complete line of electrical control equipment including switch gear, synchronization and paralleling gear, distribution, Bi-Fuel and complete power generation production controls.

Operating for over 80 years, Simson-Maxwell’s branches assist with servicing a large number of existing maintenance arrangements and meeting the energy and power-solution demands of the Company’s other customers.

On April 1, 2025, Viking entered into a Share Subscription Agreement (the “SSA”) with T&T Power Group Inc.

(“T&T”), Remora EQ LP (“Remora”), Simmax Corp.

(“Simmax”), and Simson-Maxwell.

The SSA relates to a restructuring of the ownership of Simson-Maxwell that resulted in Camber ceasing to have a controlling interest in Simson-Maxwell.

Under the SSA, T&T agreed to (i) subscribe for 952 Class A Common Shares of Simson-Maxwell (the “Subscription Shares”) for an aggregate subscription price of approximately CAD $2.28 million;

(ii) purchase 903 Class A Common Shares from Remora (the “Remora Shares”) for an agreed purchase price;

and (iii) purchase 681 Class A Common Shares from Simmax (the “Simmax Shares”) for an agreed purchase price.

T&T also agreed to provide up to CAD $3.0 million in additional working capital to Simson-Maxwell on closing or at such time as is reasonably required to meet the cash requirements of Simson-Maxwell, and to repay on or within a reasonable period following the closing amounts owing under Simson-Maxwell’s then outstanding senior secured credit facilities.

T&T acquired the Subscription Shares by paying the subscription price in cash.

T&T acquired the Remora Shares by paying approximately 3.5% of the purchase price in cash and issuing a promissory note for the remaining balance, maturing on December 1, 2025.

T&T acquired the Simmax Shares by issuing a promissory note to Simmax, also maturing on December 1, 2025.

Following the closing of the transactions described above (collectively, the “Simson Share Transactions”), T&T and Viking are the only remaining shareholders of Simson-Maxwell.

T&T owns 51% of Simson-Maxwell’s issued and outstanding Class A Common Shares, and Viking owns the remaining 49%.

Viking did not sell or purchase any shares in connection with the Simson Share Transactions;

however, Viking’s ownership decreased from approximately 60.5% to 49%.

As a result of the reduction in Viking’s ownership interest and ceasing to have control over Simson-Maxwell, Camber no longer consolidates Simson-Maxwell’s financial results in its consolidated financial statements.

The Company instead accounts for its investment in Simson-Maxwell under the equity method of accounting.

Viking also entered into a Unanimous Shareholders Agreement (the “USA”) on April 1, 2025 with T&T and Simson-Maxwell.

The USA governs the ownership and management of Simson-Maxwell and provides that T&T is entitled to nominate two members to Simson-Maxwell’s board of directors, and Viking is entitled to nominate one member.

The USA also contains a call and a put option.

Under the call option, T&T has the option, exercisable at any time within the first 36 months, to purchase Viking’s 49% ownership interest for CAD $5.75 million (approximately $4.2 million).

Under the put option, Viking has the option, exercisable at any time after 36 months, to require T&T to purchase Viking’s 49% ownership interest for CAD $7.75 million (approximately $5.7 million).

Camber is a growth-oriented diversified company with interests in innovative, industry-changing or industry-leading technologies, as well as an interest in a company that provides custom energy and power solutions to commercial and industrial clients in North America.

Our existing portfolio of innovative technologies includes:

(i) a majority interest in an entity with intellectual property rights to a fully developed, patented, proprietary medical and bio-hazard waste treatment system using ozone technology;

and (ii) a majority interest in entities with the intellectual property rights to fully developed, patented and patent pending, proprietary electric transmission and distribution broken conductor protection systems, and a license to a patented clean energy and carbon-capture system with exclusivity in Canada and for multiple locations in the United States.

Our interest in the custom energy and power solutions industry consists of a forty-nine percent interest in Simson-Maxwell Ltd., a Canadian corporation.

We are also exploring other energy-related opportunities and/or technologies which are currently generating revenue, or have a reasonable prospect of generating revenue within a reasonable period of time.

Medical Waste Disposal System Using Ozone Technology:

In January 2022, Viking acquired a 51% interest in Viking Ozone, which owns the intellectual property rights to a patented (i.e., US Utility Patent No.

11,565,289), proprietary medical and biohazard waste treatment system using ozone technology.

The technology is designed to be a sustainable alternative to incineration, chemical, autoclave and heat treatment of bio-hazardous waste, and for the treated waste to be classified as renewable fuel for waste-to-energy (“WTE”) facilities in many locations around the world.

In November, 2025, Viking Ozone was advised that its flagship VKIN-300 medical and bio-hazardous waste pre-treatment unit (the “VKIN-300 Unit”) passed the acceptance review by Laboratoire national de métrologie et d’essais (“LNE”) in France to obtain official certification of compliance with French Standard NFX 30-503, regarded as one of the world’s strictest standards for waste decontamination equipment.

On or about November, 7, 2025, the LNE confirmed that Viking Ozone’s application for a certificate of conformity for the VKIN 300 pretreatment unit is complete, satisfactory, and compliant with the requirements of standard NF X 20-703-1 of April 2024, and that formal attestation of conformity under the French decree Arrêté du 20 avril 2017 (Ministry of Social Affairs & Health, relating to pretreatment by disinfection of regulated medical care waste – DASRI) is expected to be issued once the decree is updated to reference French Standard NFX 30-503 and LNE’s own certification framework is amended accordingly.

Given the conclusion of the evaluation report received from the LNE it is likely the certification will be obtained but there are no assurances of such result.

Broken Conductor Protection Technologies:

In February 2022, Viking acquired a 51% interest in two entities, Viking Sentinel and Viking Protection, that own the intellectual property rights to patented and patent pending proprietary electric transmission and distribution broken conductor protection systems.

On August 1, 2025, Viking acquired a 51% interest in Viking Distribution which owns the intellectual property rights to patented and patent pending proprietary electric distribution broken conductor protection systems.

The broken conductor protection systems are designed to detect a break in a transmission line, distribution line, or coupling failure, and to immediately terminate the power to the line before it reaches the ground.

The technology is intended to increase public safety and reduce the risk of causing an incendiary event, and to be an integral component within grid hardening and stability initiatives by electric utilities to improve the resiliency and reliability of existing infrastructure.

A summary of the applicable patents, pending patents and/or patent applications associated with the intellectual property owned by Viking Sentinel, Viking Protection and/or Viking Distribution as at the date hereof is as follows:

Application #

Application Filed

Notice of Allowance Received

Patent Issued

Electric Transmission Line Ground Fault Prevention Methods Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention systems using dual parameter monitoring with high sensitivity relay devices in parallel with low sensitivity relay devices

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

End of Line Protection with Trip-Signal Engaging

End of Line Protection with Blocking

International Application No.

PCT/US2024/010627

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

PCT INT’L Application PCT/US23/83181

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

12,407,184 B2

Distribution Line Ground Fault Prevention With Blown Fuse Protection on Single Phase

US Application SN 18/920,865

Electric Distribution Line Ground Fault Prevention Device Using Dual Parameter High Sensitivity Monitoring Small Current Reduction With Small Increase in Negative Sequence Current

US Application 19/362,887

Electric Distribution Line Ground Fault Prevention Systems Using Dual Parameter High Sensitivity Relay

Clean Energy and Carbon-Capture System:

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The Company intends to sell, lease and/or sub-license the ESG Clean Energy System to third parties.

On August 13, 2025, Viking, ESG and Scuderi signed an Amendment to Exclusive Intellectual Property License Agreement pursuant to which Scuderi was added, effective as of such date, as an additional licensor or grantor, as applicable, under the IPLA, and was vested with all future rights and obligations of ESG thereunder, and Scuderi assumed all remaining duties, liabilities and benefits of ESG under the IPLA, to the same extent as ESG.

On August 13, 2025, Viking, ESG and Scuderi Group, Inc.

signed an Amendment to the IPLA pursuant to which Scuderi was added, effective as of such date, as an additional licensor or grantor, as applicable, under the IPLA, and was vested with all future rights and obligations of ESG thereunder, and Scuderi assumed all remaining duties, liabilities and benefits of ESG under the IPLA, to the same extent as ESG.

Further, all general references to ESG in the IPLA are deemed to read “ ESG and Scuderi” and all provisions containing obligations of ESG are deemed to be obligations of ESG and Scuderi, jointly and severally.

Scuderi is the owner of the intellectual property licensed to Viking by ESG.

Medical Waste Disposal System Using Ozone Technology:

In January 2022, Viking acquired a 51% interest in Viking Ozone, which owns the intellectual property rights to a patented (i.e., US Utility Patent No.

11,565,289), proprietary medical and biohazard waste treatment system using ozone technology.

Simson-Maxwell has been designated the exclusive worldwide manufacturer and vendor of this system.

Broken Conductor Protection Technologies:

Application #

Application Filed

Notice of Allowance Received

Patent Issued

Electric Transmission Line Ground Fault Prevention Methods Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring

Electric Transmission Line Ground Fault Prevention systems using dual parameter monitoring with high sensitivity relay devices in parallel with low sensitivity relay devices

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

End of Line Protection with Trip-Signal Engaging

End of Line Protection with Blocking

International Application No.

PCT/US2024/010627

Electric Transmission Line Ground Fault Prevention Methods Using Multi-Parameter High Sensitivity Monitoring

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

PCT INT’L Application PCT/US23/83181

Electric Distribution Line Ground Fault Prevention Systems Using Dual, High Sensitivity Monitoring With High Sensitivity Relay Devices

12,407,184 B2

Distribution Line Ground Fault Prevention With Blown Fuse Protection on Single Phase

US Application SN 18/920,865

Electric Distribution Line Ground Fault Prevention Device Using Dual Parameter High Sensitivity Monitoring Small Current Reduction With Small Increase in Negative Sequence Current

Merger with Viking Energy Group, Inc.

On August 1, 2023, Camber completed the previously announced merger (the “Merger”) with Viking pursuant to the terms and conditions of the Agreement and Plan of Merger between Camber and Viking dated February 15, 2021, which was amended on April 18, 2023 (as amended, the “Merger Agreement”), with Viking surviving the Merger as a wholly-owned subsidiary of Camber.

Upon the terms and conditions in the Merger Agreement, each share:

(i) of common stock, par value $0.001 per share, of Viking (the “Viking Common Stock”) issued and outstanding, other than shares owned by Camber, was converted into the right to receive one share of common stock of Camber (the “Camber Common Stock”);

(ii) of Series C Preferred Stock of Viking (the “Viking Series C Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series A Convertible Preferred Stock of Camber (the “New Camber Series A Preferred Stock”) and (iii) of Series E Convertible Preferred Stock of Viking (the “Viking Series E Preferred Stock,” and, together with the Viking Series C Preferred Stock, the “Viking Preferred Stock”) issued and outstanding was converted into the right to receive one share of Series H Preferred Stock of Camber (the “New Camber Series H Preferred Stock,” and, together with the New Camber Series A Preferred Stock, the “New Camber Preferred”).

Each share of New Camber Series A Preferred Stock is convertible into 890 shares of Camber Common Stock (subject to a beneficial ownership limitation preventing conversion into Camber Common Stock if the holder would be deemed to beneficially own more than 9.99% of Camber Common Stock), is treated equally with Camber Common Stock with respect to dividends and liquidation, and only has voting rights with respect to voting:

(a) on a proposal to increase or reduce Camber’s share capital;

(b) on a resolution to approve the terms of a buy-back agreement;

(d) on a proposal for the disposal of all or substantially all of Camber’s property, business and undertaking;

(e) during the winding-up of Camber;

and/or (f) with respect to a proposed merger or consolidation in which Camber is a party or a subsidiary of Camber is a party.

Each share of New Camber Series H Preferred Stock has a face value of $10,000 per share, is convertible into a certain number of shares of Camber Common Stock, with the conversion ratio based upon achievement of certain milestones by Viking’s subsidiary, Viking Protection (provided the holder has not elected to receive the applicable portion of the purchase price in cash pursuant to that certain Purchase Agreement, dated as of February 9, 2022, by and between Viking and Jedda Holdings, LLC), is subject to a beneficial ownership limitation of 4.99% of Camber Common Stock (but may be increased up to a maximum of 9.99% at the sole election of a holder by the provision of at least 61 days’ advance written notice) and has voting rights equal to one vote per share of Camber Series H Preferred Stock held on a non-cumulative basis.

Each outstanding option or warrant to purchase Viking Common Stock (a “Viking Option”), to the extent unvested, automatically became fully vested and was converted automatically into an option or warrant (an “Adjusted Option”) to purchase, on substantially the same terms and conditions as were applicable to such Viking Option, except that instead of being exercisable into Viking Common Stock, such Adjusted Option is exercisable into Camber Common Stock.

Each outstanding promissory note issued by Viking that was convertible into Viking Common Stock (a “Viking Convertible Note”) was converted into a promissory note convertible into Camber Common Stock (an “Adjusted Convertible Note”) having substantially the same terms and conditions as applied to the corresponding Viking Convertible Note (including, for the avoidance of doubt, any extended post-termination conversion period that applies following consummation of the Merger), except that instead of being convertible into Viking Common Stock, such Adjusted Convertible Note is convertible into Camber Common Stock.

In connection with the Merger, Camber issued approximately 49,290,152 shares of Camber Common Stock, which represented approximately 59.99% of the outstanding Camber Common Stock after giving effect to such issuance.

In addition, Camber reserved for issuance approximately 88,647,137 additional shares of Camber Common Stock in connection with the potential (1) conversion of the New Camber Series A Preferred Stock, (2) conversion of the New Camber Series H Preferred Stock, (3) exercise of the Adjusted Options and (4) conversion of the Adjusted Convertible Notes.

For accounting purposes, the Merger was deemed a reverse acquisition.

Consequently, Viking (the legal subsidiary) was treated as the acquiror of Camber (the legal parent).

In July 2025, ESG filed a voluntary bankruptcy petition under Chapter 11 with the Massachusetts Bankruptcy Court.

At the time of filing, ESG had not yet constructed and put into commercial operation the carbon capture or water removal systems at its power generation facility in Massachusetts.

There is currently significant uncertainty as to whether ESG and/or Scuderi will be able to fully complete and commercialize its technology, which is necessary for the Company to market the technology and practically benefit from rights and entitlements under the license.

During 2025, the value of the license was determined to be impaired and was written down to zero in the consolidated financial statements.

Custom Energy and Power Solutions:

On August 6, 2021, Viking acquired approximately 60.5% of the issued and outstanding shares of Simson-Maxwell Ltd., a Canadian federal corporation, for $7,958,159 in cash.

Simson-Maxwell manufactures and supplies power generation products, services and custom energy solutions.

On April 1, 2025, Viking entered into a Share Subscription Agreement with T&T Power Group Inc., Remora EQ LP, Simmax Corp., and Simson-Maxwell.

The SSA relates to a restructuring of the ownership of Simson-Maxwell that resulted in Camber ceasing to have a controlling interest in Simson-Maxwell.

Under the SSA, T&T agreed to (i) subscribe for 952 Class A Common Shares of Simson-Maxwell for an aggregate subscription price of approximately CAD $2.28 million;

(ii) purchase 903 Class A Common Shares from Remora for an agreed purchase price;

and (iii) purchase 681 Class A Common Shares from Simmax for an agreed purchase price.

T&T acquired the Subscription Shares by paying the subscription price in cash.

T&T acquired the Remora Shares by paying approximately 3.5% of the purchase price in cash and issuing a promissory note for the remaining balance, maturing on December 1, 2025.

T&T acquired the Simmax Shares by issuing a promissory note to Simmax, also maturing on December 1, 2025.

Following the closing of the transactions described above, T&T and Viking are the only remaining shareholders of Simson-Maxwell.

T&T owns 51% of Simson-Maxwell’s issued and outstanding Class A Common Shares, and Viking owns the remaining 49%.

Viking did not sell or purchase any shares in connection with the Simson Share Transactions;

however, Viking’s ownership decreased from approximately 60.5% to 49%.

The Company instead accounts for its investment in Simson-Maxwell at fair value.

Viking also entered into a Unanimous Shareholders Agreement (“USA”) on April 1, 2025 with T&T and Simson-Maxwell.

The USA also contains a call and a put option.

Under the call option, T&T has the option, exercisable at any time within the first 36 months, to purchase Viking’s 49% ownership interest for CAD $5.75 million (approximately $4.2 million).

Under the put option, Viking has the option, exercisable at any time after 36 months, to require T&T to purchase Viking’s 49% ownership interest for CAD $7.75 million (approximately $5.7 million).

Going Concern Qualification

The Company’s condensed consolidated financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company generated a net loss of $(4,166,782) for the nine months ended September 30, 2025, as compared to a net loss of $(64,891,096) for the nine months ended September 30, 2024.

As of September 30, 2025, the Company had stockholders’ deficit of $(42,208,886), long-term debt, net of current, of $44,088,176 and a working capital deficiency of $(13,754,541).

The largest components of current liabilities creating this working capital deficiency are accrued interest on notes payable to Discover Growth Fund, LLC (“Discover”) of $7,716,177, undistributed revenues and royalties of $1,637,251 and amounts due to AGD Advisory Group, Inc., a related party, of $1,395,000.

The Company generated a net loss of $(1,717,372) for the three months ended March 31, 2026, as compared to a net loss of $(3,191,653) for the three months ended March 31, 2025.

The loss for the three months ended March 31, 2026, was comprised of, among other things, certain non-cash items, including:

(i) amortization of debt discount of ($793,381), and;

(ii) a gain on change in fair value of investment of $107,234.

At March 31, 2026, the Company had stockholders’ deficit of $45,086,094, long-term debt, net of current, of $152,715 and a working capital deficiency of $61,216,158.

The largest components of current liabilities creating this working capital deficiency was current portion of long-term debt of $45,541,300, accrued interest of $8,474,849, amounts due to related parties of $1,338,330, and related party accounts payable of $2,032,000.

These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

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RESULTS OF CONTINUING OPERATIONS

The following discussion of the financial condition and results of operation of the Company for the three and nine months ended September 30, 2025 and 2024, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 12, 2025.

The following discussion of the financial condition and results of operation of the Company for the three months ended March 31, 2026 and 2025, should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026.

Liquidity and Capital Resources

Working Capital:

Nine Months Ended

September 30,

Current assets

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$ (19,821,650 )

Nine Months Ended

September 30,

Net Cash Used in Operating Activities

$ (1,999,727 )

$ (1,454,022 )

Net Cash Provided by Investing Activities

Net Cash Provided by Financing Activities

Increase (decrease) in Cash during the Period

Three Months Ended March 31,

Net cash provided by (used in) operating activities

Net cash provided by (used in) investing activities

Net cash (used in) financing activities

Increase in cash during the period

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net cash used in in operating activities was $(1,999,727) during the nine months ended September 30, 2025, as compared to $(1,454,022) in the comparable period in 2024.

The decrease of $(545,805) was due to a decrease of $(2,056,482) in cash flows from changes in operating assets and liabilities, partially offset by a decrease of $1,510,677 in cash operating losses.

Net cash flows from investing activities decreased to $21,196 during the nine months ended September 30, 2025, as compared to $138,546 in the comparable period in 2024.

The decrease is due primarily to proceeds of $205,000 from the sale of oil and gas properties in 2024.

Net cash flows from financing activities increased to $2,154,529 during the nine months ended September 30, 2025, as compared to $860,831 in the comparable period in 2024.

This increase is mainly due to an issuance of long-term debt and advances received from a related party, partially offset by a reduction in advances from bank credit facility, as compared to the prior year.

Three months ended September 30, 2025, compared to the three months ended September 30, 2024

The Company had no revenues for the three months ended September 30, 2025, as compared to $7,016,725 for the three months ended September 30, 2024 due to the change in the Company’s method of accounting for Simson-Maxwell on April 1, 2025.

The Company’s operating expenses decreased to $661,218 for the three-month period ended September 30, 2025, from $8,908,154 in the corresponding prior year three-month period primarily due to the change in accounting for Simson-Maxwell and an overall reduction in general and administrative expenses at Camber.

Net cash flows from operating activities were $(327,976) during the three months ended March 31, 2026, as compared to $241,960 in the comparable period in 2025.

The decrease was the result of a lower net positive change in operating assets and liabilities, partially offset by lower cash operating losses.

Net cash flows from investing activities increased to $342,974 during the three months ended March 31, 2026, as compared to $(16,136) in the comparable period in 2025 due primarily to the payment of the note receivable from Simson-Maxwell and no fixed asset additions.

Net cash flows from financing activities improved to $(729) during the three months ended March 31, 2026, as compared to $(171,548) in the comparable period in 2025 due to lower debt repayments.

Three months ended March 31, 2026, compared to the three months ended March 31, 2025

The Company operates as one reportable segment.

The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis.

Performance is evaluated and resources allocated based upon the progress and projected financial requirements to advance each technology towards commercialization.

Summary information on our consolidated results for the three months ended March 31, 2026 and 2025 is presented below.

Three Months ended March 31,

Operating expenses

Loss from operations

The Company generated a loss from operations for the three months ended September 30, 2025 of $(661,218), compared to $(1,891,429) for the three months ended September 30, 2024.

Other income (expense)

The Company had other expense, net, of $(4,688,401) for the three months ended September 30, 2025, as compared to other expense, net, of $(32,902,161) for the three months ended September 30, 2024.

The decrease was due primarily to the net impact of a goodwill impairment charge of $(34,860,411) and a change in fair value of derivative of $2,668,909 recorded in the prior year, and an impairment charge on intangible assets of $(3,728,011) in the current year.

The Company had a net loss of $(5,349,619) during the three-month period ended September 30, 2025, compared with a net loss of $(34,793,590) for the three-month period ended September 30, 2024.

Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

The Company had gross revenues of $6,229,335 for the nine months ended September 30, 2025, as compared to $23,214,755 for the nine months ended September 30, 2024.

The decrease compared to the prior year is due primarily to the change in the Company’s method of accounting for Simson-Maxwell on April 1, 2025.

The Company’s operating expenses decreased to $9,972,162 for the nine-month period ended September 30, 2025, from $29,552,093 in the corresponding prior year nine-month period primarily due to the change in accounting for Simson-Maxwell on April 1, 2025 and an overall reduction in general and administrative expenses at Camber.

Net loss before income taxes

$ (1,717,372 )

$ (3,191,653 )

The Company did not generate any revenue in the three months ended March 31, 2026.

In the prior period, the Company consolidated the revenues of Simson-Maxwell.

The Company’s operating expenses decreased to $622,852 for the three-month period ended March 31, 2026, from $8,010,107 in the corresponding prior year three-month period.

The significant decrease reflects the impact of the deconsolidation of Simson-Maxwell’s results.

Excluding Simson-Maxwell, operating expenses were 10% lower than the prior year.

Loss from Operations

The Company generated a loss from operations for the nine months ended September 30, 2025, of $(3,742,827), compared to $(6,337,338) for the nine months ended September 30, 2024.

The loss from operations decreased by $1,157,920 for the three-month period ended March 31, 2026 as compared to the corresponding prior year three-month period due to the factors noted above.

Other Income (Expense)

The Company had other expense, net, of $(423,955) for the nine months ended September 30, 2025, as compared to other expense, net, of $(58,553,758) for the nine months ended September 30, 2024.

The decrease was due primarily to the net impact of:

a gain of $6,169,824 recognized on the change in method of accounting for Simson-Maxwell in the current year;

an impairment charge on intangible assets of $(3,728,011) in the current year;

a change in fair value of derivative liability of $(18,573,289) in the prior year;

and goodwill impairment of $(34,860,411) in the prior year.

The Company had a net loss of $(4,166,782) during the nine-month period ended September 30, 2025, compared with a net loss of $(64,891,096) for the nine-month period ended September 30, 2024.

The Company had other expense, net, of $(1,094,520) for the three months ended March 31, 2026, as compared to other expense, net of $(1,410,881) for the three months ended March 31, 2025.

The lower expense was due primarily to a decrease in expense related to the change in fair value of derivative liability.

The net loss decreased by $1,474,281 for the three-month period ended March 31, 2026 as compared to the corresponding prior year three-month period due to the factors noted above.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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GAAP, which requires management to make certain estimates and assumptions and apply judgments.

We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the consolidated financial statements are prepared and actual results could differ from our estimates and such differences could be material.

We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared and actual results could differ from our estimates and such differences could be material.

Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions.

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Intangible Assets

Intangible assets include amounts capitalized for the Company’s license agreement with ESG as described in Note 1 to the financial statements.

With the acquisition of a 51% interest in Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution, as described in Note 7, the Company has aggregate intangible assets of $15,433,536.

These assets have an indefinite life and are not being amortized.

Intangible assets include the Company’s investments in Viking Ozone, Viking Sentinel, Viking Protection and Viking Distribution.

The Company reviews these intangible assets, at least annually, for possible impairment when events or changes in circumstances that the assets carrying amount may not be recoverable.

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If the carrying amount is not recoverable, an impairment loss is recorded for the excess of the carrying value of the asset over its fair value.

Investment in Unconsolidated Entity

The Company accounted for its non-controlling interest in Simson-Maxwell, an unconsolidated entity, under the equity method of accounting from April 1 through September 30, 2025.

During the quarter ended December 31, 2025, the Company determined that it was not able to exercise significant influence over this investment and as a result, beginning with the quarter ended December 31, 2025, accounts for this investment at fair value.

Under the fair value method, the Company adjusts the carrying value of its investment for changes in fair value and records the amount of the change in fair value in the condensed consolidated statement of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Item 2. Management’s Discussion and Analysis