What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-14 · 276 added, 177 removed, 563 unchanged (45% of the section changed)

9 unchanged sentences

Consolidated Balance Sheets

September 30,

Current Assets

6 unchanged sentences

Operating lease right-of-use asset

Property and equipment, net

Equipment, net

Security deposit

7 unchanged sentences

Due to related parties

Financing loan

Financing loan - current portion

Derivative liability

1 unchanged sentence

Total Current Liabilities

Non-current Liability

Non-current liabilities

Financing loan

Operating lease liability

3 unchanged sentences

Series A Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 1,666,667 shares issued and outstanding

Series C Convertible Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 2,036,507 and 3,001,969 issued and outstanding, respectively

Common Stock, par value $ 0.0001 , authorized 1,000,000,000 shares, 66,086,853 and 36,841,581 shares issued and outstanding, respectively

Series C Convertible Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 763,700 and 3,001,969 shares issued and outstanding, respectively

Common Stock, par value $ 0.0001 , authorized 1,000,000,000 shares, 17,702,912 and 6,140,264 shares issued and 17,552,912 and 6,140,264 shares outstanding, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six months ended

Nine months ended

September 30,

Operating expenses

14 unchanged sentences

Interest expense

( 1,323,112 )

Interest expense - related party

( 1,255,337 )

Interest income

1 unchanged sentence

( 8,679,189 )

Change in fair value of derivative liability

( 2,973,000 )

Gain (loss) on fair value of derivative liability

( 2,002,767 )

5 unchanged sentences

( 20,022,838 )

Loss from operations before taxes

Loss before taxes

( 7,929,208 )

10 unchanged sentences

$ ( 30,736,631 )

$ ( 5,082,352 )

Net loss per common share - basic and diluted

3 unchanged sentences

Consolidated Statements of Change in Stockholders’ Equity

For the three and six months ended June 30, 2025

Convertible Series A

Convertible Series C

For the three and nine months ended September 30, 2025

Series C Convertible

Preferred stock

13 unchanged sentences

Series C Preferred Stock issued for services

Series C Preferred Stock issued for compensation

Series C Preferred Stock for compensation

Common stock issued for conversion of Series C Preferred Stock

7 unchanged sentences

$ ( 99,172,811 )

For the three and six months ended June 30, 2024

Convertible Series A

Convertible Series C

Series C Preferred Stock issued for cash

Series C Preferred Stock issued for services

Series C Preferred Stock issued for compensation

Common stock issued for conversion of debt

Common stock issued for conversion of Series C Preferred Stock

( 1,705,000 )

Common stock issued for services

Management stock compensation

Reclassification of derivative liability to equity

Reverse stock split adjustment

( 7,929,208 )

Balance - September 30, 2025

$ 115,609,688

$ ( 107,102,019 )

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity

For the three and nine months ended September 30, 2024

Series C Convertible

Preferred Stock

Preferred stock

Stockholders'

6 unchanged sentences

Common stock issued for conversion and settlement of debt

Cancellation of comment stock -related party

Cancellation of common stock -related party

( 10,833,333 )

9 unchanged sentences

( 73,910,780 )

Warrants issued in conjunction with convertible debts

Common Stock issued for common stock to be issued

Cancellation of stock to be issued for non performance of services

Balance - September 30, 2024

$ ( 74,566,018 )

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six months ended

Nine months ended

September 30,

Cash Flows from Operating Activities:

6 unchanged sentences

Depreciation and amortization

Amortization debt discount

Amortization of debt discount

Loss on settlement of debt

Change in fair value of derivative

Loss on fair value of derivative

Write off of deferred offering costs

Changes in operating assets and liabilities:

9 unchanged sentences

( 3,386,432 )

( 1,319,815 )

Cash Flows from Investing Activities:

Purchase of property and equipment

Purchase of equipment

Net Cash used in Investing Activities

Cash Flows from Financing Activities:

Advances received for convertible notes to be issued

Proceeds from convertible notes

Proceeds from convertible note - related party

Deferred offering cost

Payment of deferred offering costs

Repayment of loan - related party

Proceed from issuance of Series C Preferred Stock

Proceeds from issuance of Series C Preferred Stock

Repayment of financing loan

8 unchanged sentences

Common stock issued for services

Common stock to be issued for services

Series C Preferred stock issued for services

7 unchanged sentences

Recognition of derivative liability as debt discount

Reclassification of derivative liability to additional paid-in capital

Transfer from inventory to property and equipment

3 unchanged sentences

Notes to Unaudited Consolidated Financial Statements

June 30, 2025

Note 1 – Organization, Business and Going Concern

September 30, 2025

Note 1 – Organization, Business and Liquidity

General Enterprise Ventures, Inc., was originally incorporated under the laws of the State of Nevada on March 14, 1990.

8 unchanged sentences

MFBI is not currently able to reinsure real property.

Our product is CitroTech™, which is utilized in wildfire defense and to treat lumber to inhibit fire.

In addition, we are developing a coating to treat lumber during manufacture prior to distribution.

Our product is sustainable, because it is made of food-grade ingredients derived from corn, fruits and other renewable sources.

Our current customer base is mainly comprised of homeowners, developers and fire departments.

Homeowners and developers use our product to proactively spray wood framing during construction to treat the property prior to the occurrence of fires.

We install systems to deploy our product remotely to provide a buffer zone around properties to prevent combustion.

Fire Departments use our product to proactively spray around controlled burns and areas that traditionally have active wildfire risk to prevent expansion of the burn area.

Going Concern

Our unaudited interim consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company has incurred losses since inception and has a net loss of approximately $ 22.8 million and revenue of $ 1.7 million for the six months ended June 30, 2025.

The Company also has a working capital deficiency of approximately $ 2.0 million, as of June 30, 2025.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited consolidated financial statements are issued.

Management recognizes that the Company must obtain additional resources to successfully implement its business plans.

During the six months ended June 30, 2025, the Company completed financings from the issuance of Series C preferred stock, and convertible notes, generating net proceeds of approximately $ 3.9 million.

However, the Company’s existing cash resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months.

Management plans to continue to raise funds and complete a public offering to support our operations in 2025.

However, no assurances can be given that we will be successful.

If management is not able to timely and successfully raise additional capital and/or complete a public offering, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected.

These unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

We develop and manufacture environmentally sustainable, non-toxic, long-term fire-inhibiting products for use in industrial and wildfire defense applications.

The Company’s proprietary formulation, CitroTech®, is derived from food-grade, renewable materials and is designed to provide an alternative to legacy conventional chemical fire retardants.

CitroTech™ is used in the manufacturing of fire-resilient lumber and building materials, enabling integration of flame-inhibiting properties during production or applied in the field to new homes.

In addition, it is utilized by fire departments, municipalities, and other public and private sector entities in connection with ground-based wildfire defense and stationary application systems intended to help render vegetation non-flammable, reduce ignition risk and enhance structural protection.

The Company continues to evaluate and develop additional formulations and product treatments to expand the range of potential commercial applications for its technology.

Reverse stock split

On April 15, 2025, our Board of Directors and our stockholders that have a majority of our voting power approved an amendment to our articles of incorporation (as amended, the “Articles of Incorporation”) to effect the reverse stock split (which includes the outstanding Series A Preferred Stock and Common Stock of the Company at a 1-for-6 ratio).

The reverse stock split was effective on August 27, 2025.

All share and per share information in these financial statements retroactively reflect this reverse stock split.

The Company has incurred losses since inception and incurred a net loss of $ 30.7 million during the nine months ended September 30, 2025.

However, in September 2025, the Company completed an equity offering which generated net proceeds of $ 5.4 million.

Additionally, in October 2025, the Company completed an equity offering which generated net proceeds of $ 2.7 million (see Note 13).

The Company’s existing cash resources are expected to provide sufficient funds to carry out the Company’s planned operations through fiscal year 2026.

To continue operations beyond such time frame, the Company may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue.

There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

Note 2 – Summary of Significant Accounting Policies

4 unchanged sentences

for the year ended December 31, 2024.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2025, and its results of operations for the three months and six months ended June 30, 2025, and 2024, and cash flows for the six months ended June 30, 2025, and 2024.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations for the three months and nine months ended September 30, 2025, and 2024, and cash flows for the nine months ended September 30, 2025, and 2024.

The balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

12 unchanged sentences

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Accordingly, we determined we operate in a single reporting segment - environmentally sustainable flame retardant and flame suppression company for the residential home industry.

Accordingly, we operate in a single reporting segment focused on sustainable long-term flame-retardants and wood treatment technologies.

Our CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations.

2 unchanged sentences

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents.

The Company did not have any cash equivalents as of June 30, 2025 and December 31, 2024.

The Company had cash of $ 2,327,087 and $ 775,133 , as of June 30, 2025 and December 31, 2024, respectively.

The Company did not have any cash equivalents as of September 30, 2025 and December 31, 2024.

The Company had cash of $ 6,195,974 and $ 775,133 , as of September 30, 2025 and December 31, 2024, respectively.

Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 per institution.

The amount in excess of the FDIC insurance as of June 30, 2025, was approximately $ 1.7 million.

The amount in excess of the FDIC insurance as of September 30, 2025, was approximately $ 5.5 million.

The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

6 unchanged sentences

Account balances are charged against the allowance when it is probable that the receivable will not be recovered.

During the six months ended June 30, 2025 and 2024, the Company recorded no bad debt expense, and no allowance for credit losses as of June 30, 2025 and December 31, 2024.

During the three and nine months ended September 30, 2025 and 2024, the Company recorded no bad debt expense, and no allowance for credit losses as of September 30, 2025 and December 31, 2024.

Fair Value of Financial Instruments

11 unchanged sentences

The following table summarizes the liabilities measured at fair value on a recurring basis:

June 30, 2025

Derivative Liability – conversion feature

There were no liabilities measured at fair value on a recurring basis as of September 30, 2025.

December 31, 2024

1 unchanged sentence

Nonrecurring Fair Value Measurements

The valuation of warrants and market based compensation were derived using Level 3 inputs.

The valuation of warrants and market based compensation awards, were derived using Level 2 inputs.

Other Fair Value Disclosures

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, deferred offering costs, accounts payable and accrued liabilities, deferred revenue and loans payable, are carried at historical cost.

As of June 30, 2025 and December 31, 2024, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and loans payable, are carried at historical cost.

As of September 30, 2025 and December 31, 2024, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Convertible Notes

18 unchanged sentences

Recognize revenue when the Company satisfies a performance obligation.

For the six months ended June 30, 2025, our revenues currently consist of a sale of product used for lumber products for fire prevention and an installation of self-contained sprinkler systems.

For the nine months ended September 30, 2025, our revenues currently consist of a sale of product used for lumber products for fire prevention and on installation of self-contained sprinkler systems.

Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the product transfer from the Company to the customer.

2 unchanged sentences

Revenue is recognized when service is rendered.

As of June 30, 2025 and December 31, 2024, total deferred revenue was $ 94,860 and $ 0 , respectively.

Deferred revenue is expected to be recognized as revenue within the third quarter of 2025.

As of September 30, 2025 and December 31, 2024, total deferred revenue was $ 6,000 and $ 0 , respectively.

Deferred revenue is expected to be recognized as revenue within the fourth quarter of 2025.

Cost of Revenue

For the three and six months ended June 30, 2025 and 2024, cost of revenue consisted of:

For the three and nine months ended September 30, 2025 and 2024, cost of revenue consisted of:

Three Months Ended

Six months ended

Nine months ended

September 30,

Cost of inventory

6 unchanged sentences

Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

For the six months ended June 30, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

For the nine months ended September 30, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

September 30,

Convertible notes

Common Stock warrants

Convertible Series C Preferred Stock

Series C Convertible Preferred Stock

Deferred Offering Costs

Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.

Costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.

Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering.

Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.

As of June 30, 2025 and December 31, 2024, deferred offering costs consisted of the following:

On August 19, 2025, the Company withdrew the registration statement, as a result, the Company expensed deferred offering costs within professional and general and administrative expenses.

As of September 30, 2025 and December 31, 2024, deferred offering costs consisted of the following:

September 30,

Professional fees

General and administrative expenses

3 unchanged sentences

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

During the three and six months ended June 30, 2025 and 2024, stock-based compensation was recognized as follows:

During the three and nine months ended September 30, 2025 and 2024, stock-based compensation was recognized as follows:

Three Months Ended

Six months ended

Nine months ended

September 30,

Management compensation

3 unchanged sentences

Financing expense

$ ( 200,000 )

(*) for the three months ended September 30, 2024, the Company recognized negative expense due to a forfeiture for stock based professional fee.

Compensation cost for stock awards, which include common shares, Series C Preferred Stock, warrants and performance stock units (“PSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service or performance period.

7 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes” (Topic 740):

Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid.

The expanded annual disclosures are effective for our year ending December 31, 2025.

The Company is currently evaluating the impact that ASU 2023-09 will have its financial statements and whether we will apply the standard prospectively or retrospectively.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Note 3 – Inventory

As of June 30, 2025 and December 31, 2024, inventory consisted of the following:

As of September 30, 2025 and December 31, 2024, inventory consisted of the following:

September 30,

Finished goods

Raw materials

The Company did not impair any inventories as unsalable for the six months ended June 30, 2025 and 2024.

The Company did not impair any inventories as unsalable for the three and nine months ended September 30, 2025 and 2024.

Note 4 – Equipment, net

As of June 30, 2025 and December 31, 2024, equipment consisted of the following:

As of September 30, 2025 and December 31, 2024, equipment consisted of the following:

September 30,

accumulated depreciation

Equipment, net

During the six months ended June 30, 2025, the Company purchased vehicles for $ 381,817 , of which $ 118,776 was purchased with a financing loan and transferred vehicles from inventory of $ 95,297 due to a change of use.

For the three and six months ended June 30, 2025 and 2024, depreciation consists of:

During the nine months ended September 30, 2025, the Company purchased vehicles and equipment for $ 608,495 , of which $ 291,528 was purchased with a financing loan and transferred vehicles from inventory of $ 95,297 due to a change of use.

For the three and nine months ended September 30, 2025 and 2024, depreciation consists of:

Three Months Ended

Six months ended

Nine months ended

September 30,

Financing loan

1 unchanged sentence

The loan repayment is $1,898 per month for the first 36 months and then $2,590 per month for 30 months with an interest rate of $11.54% .

For the six months ended June 30, 2025, the Company repaid $ 101,478 , of which $ 4,629 is for interest.

For the nine months ended September 30, 2025, the Company repaid $ 101,478 , of which $ 4,629 is for interest.

In March 2025, the Company fully paid this financing loan.

1 unchanged sentence

A repayment of loan schedule was $1,977 per month for the 72 months with an interest rate of $10.84% .

For the six months ended June 30, 2025, the Company repaid $ 104,732 , of which $ 955 is for interest.

For the nine months ended September 30, 2025, the Company repaid $ 104,732 , of which $ 955 is for interest.

In March 2025, the Company fully paid this financing loan.

The Company had a financing loan for the purchase of vehicle in September 2025.

A repayment of loan schedule is $2,021 per month for 60 months, beginning October 2025, with an interest rate of 11.33% .

The Company had a financing loan for the purchase of vehicle in September 2025.

A repayment of loan schedule is $2,083 per month for 48 months, beginning October 2025, with an interest rate of 11.90% .

Note 5 – Intangible Assets, net

4 unchanged sentences

Internally generated patents, trademarks and copyrights, are expensed as incurred.

As of June 30, 2025 and December 31, 2024, finite lived intangible assets consisted of the following:

As of September 30, 2025 and December 31, 2024, finite lived intangible assets consisted of the following:

September 30,

Acquired patents (19)

3 unchanged sentences

2025 remaining

As of June 30, 2025, the weighted-average useful life is 14.63 years.

During the three and six months ended June 30, 2025 and 2024, amortization expense is as follows:

As of September 30, 2025, the weighted-average useful life is 14.38 years.

During the three and nine months ended September 30, 2025 and 2024, amortization expense is as follows:

Three Months Ended

Six months ended

Nine months ended

September 30,

Note 6 – Lease

6 unchanged sentences

Short-term lease

The Company has some rental equipment with a month-to-month contract and leases commercial space for office, retail and warehousing, which is under one year lease agreement and expires June 30, 2025.

For the three and six months ended June 30, 2025 and 2024, right-of-use asset and lease information about the Company’s operating lease consist of:

The Company has some rental equipment with a month-to-month contract and leases mobile office space, used in our warehouse location, which is under a one year lease agreement and expires July 28, 2026.

For the three and nine months ended September 30, 2025 and 2024, right-of-use asset and lease information about the Company’s operating lease consist of:

Three Months Ended

Six months ended

Nine months ended

September 30,

The components of lease expense were as follows:

4 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Six months ended

Nine months ended

September 30,

Cash paid for operating cash flows from operating leases

2 unchanged sentences

Weighted-average discount rate — operating leases

The following table outlines maturities of our lease liabilities as of June 30, 2025:

2025 - remaining of six months

The following table outlines maturities of our lease liabilities as of September 30, 2025:

Year ending December 31,

2025 - remaining three months

Imputed interest

1 unchanged sentence

Note 7 – Convertible Notes

The components of convertible notes as of June 30, 2025 and December 31, 2024, were as follows:

Maturity date

The components of convertible notes as of September 30, 2025 and December 31, 2024, were as follows:

September 30,

July 15, 2024

13 unchanged sentences

( 1,099,923 )

Current portion

9 unchanged sentences

The Company paid 8% financing fee of $ 166,000 recorded financing fee as debt discount.

During the six months ended June 30, 2025, the Company recognized the debt discount of $ 2,075,000 (Original Issued Discounts of discount of $ 166,000 , warrants of $882,000 and derivative liability of $ 1,027,000 ).

In June 2025, 17 note holders converted convertible notes issued in July and August 2024 of $ 1,121,000 and accrued interest of $ 97,353 into 3,045,892 shares of common stock.

During the nine months ended September 30, 2025, the Company recognized the debt discount of $ 2,075,000 (Original Issued Discounts of discount of $ 166,000 , warrants of $882,000 and derivative liability of $ 1,027,000 ).

In June 2025, seventeen (17) note holders converted convertible notes issued in July and August 2024 of $ 1,121,000 and accrued interest of $ 97,353 into 507,661 shares of common stock.

As a result, the Company settled convertible notes, accrued interest, debt discount of $ 381,522 , and derivative liability of $ 2,127,000 , and recorded loss on settlement of debt of $ 2,640,611 .

During the six months ended June 30, 2025 and 2024, the Company recognized interest expense of $ 136,931 and $ 135 and amortization of debt discount of $ 820,994 and $ 0 , respectively.

During the three months ended June 30, 2025 and 2024, the Company recognized interest expense of $ 76,673 and $ 0 and amortization of debt discount of $ 475,166 and $ 0 , respectively.

As of June 30, 2025 and December 31, 2024, the Company recorded accrued interest of $ 90,301 and $ 50,723 , respectively.

On August 19, 2025, the Company withdrew its registration statement and decided not to proceed with qualified offering.

The Company determined that the bifurcated conversion feature was no longer a liability and is now categorized as equity.

As a result, the Company reclassified its derivative liability of $ 1,604,000 to additional paid-in capital.

In July and September 2025, six (6) note holders converted convertible notes issued in November and December 2024 and February 2025 of $1,850,000 and accrued interest of $114,897 into 818,709 shares of common stock.

As a result, the Company settled convertible notes, accrued interest, debt discount of $1,324,787, and derivative liability of $354,000, and recorded loss on settlement of debt of $4,130,203 .

During the nine months ended September 30, 2025 and 2024, the Company recognized interest expense of $ 186,405 and $ 21,014 and amortization of debt discount of $ 1,131,734 and $ 72,996 , respectively.

During the three months ended September 30, 2025 and 2024, the Company recognized interest expense of $ 49,473 and $ 20,879 and amortization of debt discount of $ 310,740 and $ 72,996 , respectively.

As of September 30, 2025 and December 31, 2024, the Company recorded accrued interest of $ 24,878 and $ 50,723 , respectively.

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No.

4 unchanged sentences

ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial Lattice model to calculate the fair value as of June 30, 2025 and December 31, 2024.

For the six months ended June 30, 2025 and the year ended December 31, 2024, the estimated fair values of the liabilities measured on a recurring basis, used the following significant assumptions:

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial Lattice model to calculate the fair value as of September 30, 2025 and December 31, 2024.

For the nine months ended September 30, 2025 and the year ended December 31, 2024, the estimated fair values of the liabilities measured on a recurring basis, used the following significant assumptions:

September 30,

Expected term

5 unchanged sentences

Expected dividend yield

The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2025:

The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2025:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

3 unchanged sentences

( 2,481,000 )

Loss on change in fair value of the derivative

Balance - June 30, 2025

Reclassification to additional paid in capital

( 1,604,000 )

Loss on fair value of derivative liability

Balance - September 30, 2025

Note 9 – Accounts payable and accrued liabilities

As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:

As of September 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:

September 30,

Accounts payable

2 unchanged sentences

Other liabilities

Payroll liability

Note 10 – Related Party Transactions

The related parties that had material transactions for the six months ended June 30, 2025 and 2024, consist of the following:

The related parties that had material transactions for the nine months ended September 30, 2025 and 2024, consist of the following:

Related Party

1 unchanged sentence

An Ohio limited liability company - a significant shareholder

Owner of A and our Chief Executive Officer of the Company from April 1, 2025

Owner of A and our former Chief Executive Officer of the Company from April 1, 2025 to October 1, 2025.

Current Chairman of the Board of Directors.

Chief Executive Officer of the Company until March 31, 2025 and Vice President of Operations from April 1, 2025.

3 unchanged sentences

A Delaware limited liability company – Series A Preferred shareholder

Subsidiary - MFB Ohio board advisor, resigned during 2024

Subsidiary - MFB Ohio board advisor

For the six months ended June 30, 2025 and 2024, expenses to related parties and their nature consists of:

Six Months Ended

A company controlled by our Chief Financial Officer

For the nine months ended September 30, 2025 and 2024, expenses to related parties and their nature consists of:

Nine Months Ended

September 30,

Related Party

4 unchanged sentences

Payment operating expenses on behalf of the Company

Operating expenses

Due to related party

Repayment loan

14 unchanged sentences

Financing expense

100,000 shares of common stock issued for advisory fee

Professional fees - related party

250,000 shares of common stock issued for advisory fee

Professional fees - related party

500,000 shares of common stock issued for advisory fee

Professional fees - related party

150,000 shares of common stock issued for advisory fee

Professional fees - related party

250,000 shares of common stock issued for advisory fee

Edgar filing expense

General and administrative

Professional service - accounting

Professional fees - related party

For the three months ended June 30, 2025 and 2024, expenses to related parties and their nature consists of:

For the three months ended September 30, 2025 and 2024, expenses to related parties and their nature consists of:

Three Months Ended

September 30,

Related Party

1 unchanged sentence

Financial Statement Line Item

Payment operating expenses on behalf of the Company

Due to related party

Repayment loan

Due to related party

Cash paid for consulting fees

6 unchanged sentences

Cost of revenue - related party

69,007 Series C preferred stock for services

Financing expense

Edgar filing expense

General and administrative

Professional service -accounting

Professional fees - related party

Convertible notes – related parties

The components of convertible notes as of June 30, 2025 and December 31, 2024, were as follows:

Maturity date

The components of convertible notes as of September 30, 2025 and December 31, 2024, were as follows:

September 30,

December 1, 2024

4 unchanged sentences

Unamortized debt discount

( 1,644,691 )

Current portion

( 1,847,550 )

Long-term portion

10 unchanged sentences

MFB Ohio owns the Company’s intellectual property portfolio.

The Company paid 8% original discount of $ 160,000 and financing fee of $ 63,918 and recorded these financing cost as debt discount.

The Company paid 8% original discount of $ 160,000 and financing fee of $ 63,918 and recorded these financing costs as debt discount.

The Company has accounted for the convertible debt at amortized cost under ASC 470-20.

During the six months ended June 30, 2025, the Company recognized the debt discount of $ 1,824,087 (Original Issued Discounts of discount and financing fee of $ 223,918 and warrants of $ 1,600,169 ).

During the three and six months ended June 30, 2025, the Company recognized interest expenses of $ 64,241 and $ 95,447 and amortization of debt discount of $ 148,546 and $ 179,396 , respectively.

As of June 30, 2025, the Company recorded accrued interest of $ 95,447 .

During the nine months ended September 30, 2025, the Company recognized the debt discount of $ 1,824,087 (Original Issued Discounts of discount and financing fee of $ 223,918 and warrants of $ 1,600,169 ).

During the three and nine months ended September 30, 2025, the Company recognized interest expenses of $ 64,946 and $ 160,393 and amortization of debt discount of $ 915,548 and $ 1,094,944 , respectively.

As of September 30, 2025, the Company recorded accrued interest of $ 160,393 .

Note 11 – Stockholders’ Equity

16 unchanged sentences

The holder of the Series A Preferred Stock are not entitled to pre-emptive rights or subscription rights.

As of June 30, 2025 and December 31, 2024, there were 10,000,000 shares of Series A Preferred stock issued and outstanding.

As of September 30, 2025 and December 31, 2024, there were 1,666,667 shares of Series A Preferred stock issued and outstanding.

Series C Convertible Preferred Stock

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The holder of the Series C Convertible Preferred Stock are not entitled to pre-emptive rights or subscription rights.

During the six months ended June 30, 2025, the Company issued 344,007 shares of Series C Preferred Stock as follows:

In September 2025, the Company entered into Securities Purchase Agreements with certain investors for the issuance and sale (the “PIPE Offering”) of (i) 420,943 shares of its Series C Convertible Preferred Stock for an aggregate purchase price of approximately $5.4 million, net of proceeds and (ii) warrants (the “PIPE Warrants”) to purchase up to 701,563 shares of Common Stock at an offering price of $15.00 per share of Series C Preferred Stock and accompanying PIPE Warrant.

The PIPE Warrants are exercisable immediately upon issuance at an exercise price of $6.00 per share and will expire five years from the date of issuance .

In addition, during the nine months ended September 30, 2025, the Company issued 355,257 shares of Series C Preferred Stock as follows:

27,500 shares for purchase subscriptions of $ 260,000 , at prices of $ 4.00 or $ 6.00 per share

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86,250 shares for compensation, valued at $ 1,638,629 at market price on issuance dates.

In January and April 2025, the holders of the Convertible Series C Preferred Stock converted 776,831 and 532,638 shares of the Company’s Convertible Series C Preferred Stock into 15,536,620 and 10,652,760 shares of the Company’s common stock respectively.

As of June 30, 2025 and December 31, 2024, there were 2,036,507 and 3,001,969 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively.

During the nine months ended September 2025, the holders of the Series C Convertible Preferred Stock converted 3,014,469 shares of the Company’s Series C Convertible Preferred Stock into 10,048,252 shares of the Company’s common stock.

As of September 30, 2025 and December 31, 2024, there were 763,700 and 3,001,969 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively.

The holders of shares of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

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No holder of shares of Common Stock of the Company shall be entitled as of right to purchase or subscribe for any part of any unissued stock of the Company or of any new or additional authorized stock of the Company of any class whatsoever, or any issue of securities of the Company convertible into stock, whether such stock or securities be issued for money or consideration other than money or by way of dividend, but any such unissued stock or such new or additional authorized stock or such securities convertible into stock may be issued and disposed of to such persons, firms, corporations and associations, and upon such terms as may be deemed advisable by the Board of Directors without offering to stockholders then of record or any class of stockholders any thereof upon the same terms or upon any terms.

During the six months ended June 30, 2025, the Company issued 29,245,272 shares of common stock as follows:

During the nine months ended September 30, 2025, the Company issued 11,562,648 shares of common stock as follows:

10,048,252 shares for conversion of Series C Preferred Stock.

1 unchanged sentence

37,667 shares for services, valued at $ 234,640 .

As of June 30, 2025 and December 31, 2024, there were 66,086,853 and 36,841,581 shares of the Company’s common stock issued and outstanding, respectively.

150,000 shares for management compensation.

359 shares for reverse stock split adjustment.

As of September 30, 2025 and December 31, 2024, there were 17,702,912 and 6,140,264 shares of the Company’s common stock issued, respectively.

Restricted stock award

On June 27, 2025 (the “Effective Date”), the Company entered into the employment agreement with our Chief Operating Officer (“COO”), commencing on July 21, 2025.

Under this agreement, the Company issued 150,000 restricted shares of the Common Stock as stock bonus.

Shares shall vest one-fourth each anniversary of the Effective Date.

The grant date fair value of shares is $ 1,799,970 .

During the three and nine months ended September 30, 2025, the Company recorded compensation expense of $ 112,498 .

As of September 30, 2025, unrecognized compensation cost for unvested equity awards was $ 1,687,472 .

On September 22, 2025, the Company entered into the employment agreement with our new Chief Executive Officer (“CEO”), commencing on October 1, 2025 (the “Effective Date”).

Under this agreement, the Company issued 90,000 restricted shares of the Common Stock as stock bonus.

Shares shall vest one-fourth on first anniversary of the Effective Date and the remaining three-fourths on monthly basis over the following 36 months.

The grant date fair value of shares is $ 509,400 .

As of September 30, 2025, unrecognized compensation cost for unvested equity awards was $ 509,400 .

Management stock compensation (PSU)

On April 1, 2025, the Company entered into the consulting agreement with our CEO.

The consulting fee is as s follows;

70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $ 120,000,000 ;

70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $ 250,000,000

The Company used the Monte Carlo model to calculate the fair value of compensation and estimated the grant date fair value of $ 1,932,000 .

During 2025, the Company entered into employment and consulting agreements with our CEO, COO and Consultant.

The stock compensation based on market capitalization condition is as follows:

Market capitalization

consecutive days

Consulting agreement

CEO resigned on

October 1, 2025

Consulting agreement

Employment agreement

$ 120,000,000

70,000 series C preferred stock

$ 150,000,000

70,000 series C preferred stock

37,500 common stock

$ 200,000,000

70,000 series C preferred stock

37,500 common stock

$ 250,000,000

70,000 series C preferred stock

37,500 common stock

$ 300,000,000

37,500 common stock

Fair value ($)

The Company used the Monte Carlo model to calculate the fair value of compensation and estimated a total of the grant date fair value of $ 6,837,000 .

The Company records compensation expense over the term of a derived service period unless the condition is satisfied at an earlier date.

During the three and six months ended June 30, 2025, the Company recorded compensation expense of $ 767,669 .

As of June 30, 2025, unrecognized compensation cost for unvested equity awards was $ 1,164,331 , which is expected to be recognized over a remaining weighted-average period of 0.40 years.

For the six months ended June 30, 2025, the estimated fair values of the compensation measured used the following significant assumptions:

During the three and nine months ended September 30, 2025, the Company recorded compensation expense of $ 1,579,965 and $ 2,347,634 , respectively.

As of September 30, 2025, unrecognized compensation cost for unvested equity awards was $ 4,489,366 , which is expected to be recognized over a remaining weighted-average period of 0.41 years.

For the nine months ended September 30, 2025, the estimated fair values of the compensation measured used the following significant assumptions:

Derived service period

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Expected average volatility

108.5 - 151.0

First Capitalization Thresholder per share price

1 unchanged sentence

Third Capitalization Thresholder per share price

11.42 - 23.82

Fourth Capitalization Thresholder per share price

The Company issued a total of 5,093,750 warrants for a period of five years at an exercise price per share of $ 0.50 in connection with convertible notes for the six months ended June 30, 2025.

The Company recorded the warrants of $ 710,845 to additional paid in capital.

The Company issued 4,000,000 warrants for a period of five years at an exercise price per share of $ 0.01 for consulting services, for the six months ended June 30, 2025.

14.27 - 28.56

The Company issued a total of 701,562 warrants for a period of five years at an exercise price per share of $ 6.00 in connection with Series C Preferred Stock under PIPE for the nine months ended September 30, 2025.

The Company recorded the warrants value of $ 2,090,674 to additional paid-in capital.

In addition, the Company issued 105,233 placement agent warrants for a period of five years at an exercise price per share of $ 5.40 .

The Company recorded the warrants value of $ 613,992 to additional paid-in capital as offering expenses.

The Company issued a total of 848,963 warrants for a period of five years at an exercise price per share of $ 3.00 in connection with convertible notes for the nine months ended September 30, 2025.

The Company recorded the warrants value of $ 710,845 to additional paid-in capital.

The Company issued 666,668 warrants (“Univest Warrants”) for a period of five years at an exercise price per share of $ 0.06 for consulting services, for the nine months ended September 30, 2025.

Each 166,667 warrants are exercisable on September 7, 2025, March 7, 2026, September 7, 2026 and March 7, 2027.

The Company recorded a financing expense of $ 6,167,334 to additional paid-in capital.

The Company issued a total of 671,375 warrants at an exercise price per share of $ 0.44 for financing expense of convertible notes issued in 2025 and 2024.

The Company issued a total of 111,898 warrants (“Univest Warrants”) at an exercise price per share of $ 2.64 for financing expense of convertible notes issued in 2025 and 2024.

Warrants are exercisable on September 7, 2025, and are for a period of five years following the initial exercise date.

The Company recorded the warrants of $ 827,991 to additional paid-in capital.

The Company and Univest Securities, LLC have agreed that the Univest Warrants to purchase up to 778,566 shares of common stock, would be terminated in full and rendered null and void, and all past, current, or future obligations under the Univest Warrants shall be extinguished, and there shall be no surviving right, title or interest in or to the Univest Warrants or any shares purchasable thereunder.

The Company issued a total of 270,010 warrants for a period of five years at an exercise price per share of $ 3.00 in connection with convertible notes for the year ended December 31, 2024.

The Company recorded the warrants of $ 1,654,178 to additional paid in capital.

The Company recorded the warrants value of $ 1,654,178 to additional paid-in capital.

We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815.

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The Company utilized the following assumptions:

September 30,

Expected term

Expected average volatility

49.0 % - 57.5

Risk-free interest rate

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Expected dividend yield

A summary of activity of the warrants during the six months ended June 30, 2025 as follows:

A summary of activity of the warrants during the nine months ended September 30, 2025 as follows:

Warrants Outstanding

Weighted Average

Exercise Price

Average Exercise Price

Contractual life (in years)

Outstanding, December 31, 2024

Forfeited/canceled

Outstanding, June 30, 2025

Exercisable, June 30, 2025

The intrinsic value of the warrants as of June 30, 2025 is $ 18,508,714 .

Outstanding, September 30, 2025

Exercisable, September 30, 2025

The intrinsic value of the warrants as of September 30, 2025 is $ 3,285,396 .

Note 12 – Disaggregated revenue and Concentration

During the three and six months ended June 30, 2025 and 2024, disaggregated revenue was as follows:

During the three and nine months ended September 30, 2025 and 2024, disaggregated revenue was as follows:

Three Months Ended

Six months ended

Nine months ended

September 30,

Products sale

Product installation service

During the three and six months ended June 30, 2025 and 2024, customer and supplier concentration (more than 10%) were as follows:

During the three and nine months ended September 30, 2025 and 2024, customer and supplier concentration (more than 10%) were as follows:

Revenue and accounts receivable

Recurring customers do not represent a material percentage of our revenue and accounts receivable for the three and six months ended June 30, 2025 and 2024.

Recurring customers do not represent a material percentage of our revenue and accounts receivable for the three and nine months ended September 30, 2025 and 2024.

Three months ended

Six months ended

Nine months ended

September 30,

Number of customers (more than 10% revenue)

Total revenue of top 5 customers

September 30,

Number of customers (more than 10% of accounts receivable)

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For three months ended

For six months ended

For nine months ended

Accounts payable for purchase

September 30,

Total (as a group)

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Note 13 – Subsequent Events

Management has evaluated subsequent events through August 14, 2025, which is the date these interim unaudited consolidated financial statements were available to be issued.

The Company issued 464,128 shares of common stock issued for conversion of debt and accrued interest of $ 185,651 .

The Company and Univest Securities, LLC have agreed that, concurrently with the closing of the Company’s offering on Form S-1, warrants (the “Univest Warrants”) to purchase up to 4,671,375 shares of common stock, would be terminated in full and rendered null and void, and all past, current, or future obligations under the Univest Warrants shall be extinguished, and there shall be no surviving right, title or interest in or to the Univest Warrants or any shares purchasable thereunder.

The Univest Warrants were originally issued on March 7, 2025, in connection with financial advisory services and private placement transactions conducted by Univest Securities, LLC.

Management has evaluated subsequent events through November 12, 2025, which is the date these interim unaudited consolidated financial statements were available to be issued.

On October 15, 2025, by written consent of the majority voting stockholders in lieu of a special meeting, the Company amended and restated its bylaws and in connection therewith appointed two additional directors.

On October 21, 2025, the Company issued under a follow on to the PIPE offering:

(i) 193,968 shares of its Series C Convertible Preferred Stock for an aggregate purchase price of approximately $2.7 million, net of proceeds, and (ii) PIPE Warrants to purchase up to 323,276 shares of Common Stock at an offering price of $15.00 per share of Series C Preferred Stock and accompanying PIPE Warrant.

The PIPE Warrants are exercisable immediately upon issuance at an exercise price of $6.00 per share and will expire five years from the date of issuance.

In addition, the Company issued 48,491 placement agent warrants for a period of five years at an exercise price per share of $5.40 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements