What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-14 · 101 added, 81 removed, 198 unchanged (48% of the section changed)

34 unchanged sentences

MFBI is not currently able to reinsure real property.

On July 8, 2025, the Company filed Articles of Amendment of the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Wyoming for a 1-for-6 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s Series A Preferred Stock (the “Series A Preferred”) and the Company’s Common Stock (the “Common Stock” ).

The Board of Directors of the Company believes that the Reverse Stock Split is an effective means by which to increase the minimum bid price of the Company’s Common Stock proportionately by reducing the number of outstanding shares of Common Stock and put the Company in a position to uplist to the New York Stock Exchange American.

In connection with filing the Amendment, the Company filed an Issuer Company-Related Action Notification with the Financial Industry Regulatory Authority (“FINRA”).

FINRA approved the Reverse Stock Split on August 27, 2025, to be effective on August 28, 2025 (the “Effective Date”).

On the Effective Date, each six (6) shares of the Company’s Series A Preferred and each six (6) shares of the Company’s Common Stock issued immediately prior to the Effective Date was reclassified and combined into one (1) share of Series A Preferred and one (1) share of Common Stock, respectively.

No fractional shares were issued and, in lieu thereof, any holder of less than one (1) share of Series a Preferred or one (1) share of Common Stock was entitled to receive one whole share of the Series A Preferred or the Common Stock of the Company, respectively.

The Reverse Stock Split will affect all shares of the Company’s Series A Preferred and Common Stock outstanding immediately prior to the Effective Date of the Reverse Stock Split.

In addition, the Reverse Stock Split caused a reduction in the number of shares of Common Stock issuable upon the conversion of the Company’s Series C Convertible Preferred Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three and six months ended June 30, 2025 and 2024, which are included herein.

The Company is in the early stage of developing and commercializing their product lines.

The Company has been focused historically on obtaining patents and various accreditations.

To date, the Company does not have a large customer base, having relied on a few customers, for the commercialization and testing of our CitroTech products and delivery systems.

The Company currently does not have an established retail product line nor recurring significant customer base.

Therefore, period over period comparisons of our results of operations are not indicative of future results.

The following summary of our results of operations should be read in conjunction with our audited financial statements for the three and six months ended June 30, 2025 and 2024, which are included herein.

Our results of operations for the three months ended June 30, 2025 and 2024 are summarized below:

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three and nine months ended September 30, 2025 and 2024, which are included herein.

The Company is in the early stages of developing and commercializing its product lines.

Historically, the Company has focused on securing patents and obtaining various accreditations.

To date, the Company’s commercialization efforts have relied on a limited number of customers primarily for testing and initial adoption of its CitroTech products and delivery systems.

The Company currently does not have an established retail product line or a significant recurring customer base.

As a result, period-over-period comparisons of operating results may not be indicative of future performance.

The following summary of our results of operations should be read in conjunction with our audited financial statements for the three and nine months ended September 30, 2025 and 2024, which are included herein.

Our results of operations for the three months ended September 30, 2025 and 2024 are summarized below:

Three Months Ended

September 30,

Operating expenses

3 unchanged sentences

The Company’s revenue is associated with revenue from MFB Ohio which acquired intellectual property to fire suppression in April 2022.

During the three months ended June 30, 2025, the revenue increased $489,000 from the three months ended June 30, 2024, largely due to the adoption of our technology by the marketplace, including the sale of homebased wildfire defense systems, commercial and fire department chemical sales, and directly spraying residential properties due to the wildfire concerns.

During the three months ended September 30, 2025, the revenue increased $181,170 from the three months ended September 30, 2024, largely due to the adoption of our technology by the marketplace, including the sale of homebased wildfire defense systems, commercial and fire department chemical sales, and directly spraying residential properties due to the wildfire concerns.

Our revenues consisted of the following:

Three Months Ended

September 30,

Products sale

1 unchanged sentence

Product installation services commenced in the second quarter of 2024.

Our revenues from significant customers for the three months ended June 30, 2025 and 2024, are as follows:

Our revenues from significant customers for the three months ended September 30, 2025 and 2024, are as follows:

Three months ended

September 30,

Number of customers (more than 10% revenue)

Total revenue of top 5 customers

We do not have major sales from recurring customers for the three months ended June 30, 2025 and 2024.

We do not have major sales from recurring customers for the three months ended September 30, 2025 and 2024.

Operating Expenses

Three Months Ended

September 30,

Cost of revenue

5 unchanged sentences

Total operating expenses

The increase in operating expenses was primarily attributed to increases in cost of revenue and payroll and management compensation.

The increase in operating expenses was primarily attributed to increases in cost of revenue, professional fees and payroll and management compensation.

Cost of revenue

Three Months Ended

September 30,

Cost of inventory

3 unchanged sentences

Total cost of revenue

During the three months ended June 30, 2025, the cost of revenue increased over the three months ended June 30, 2024, primarily due to an increase in cost of inventory and rent expense.

Cost of inventory consists of product costs, related supplies and direct testing of our CitroTech product and various components required to for installation of Mighty Fire Breaker proactive wildfire defense systems.

Cost of inventory increased during the three months ended June 30, 2025, primarily due to an increase in product sales and supplies from increased sales.

During the three months ended September 30, 2025, the cost of revenue increased over the three months ended September 30, 2024, primarily due to an increase in cost of inventory and rent expense.

Cost of inventory consists of product costs, direct labor, related supplies and direct testing of our CitroTech product and various components required to for installation of Mighty Fire Breaker proactive wildfire defense systems.

Cost of inventory increased during the three months ended September 30, 2025, primarily due to an increase in labor, product sales and supplies from increased sales.

Freight and shipping relate to costs for shipping products to customers.

Consulting and advisory services are to a related party company for services related to product installations.

Royalty and sales commissions was $0, in the three months ended June 30, 2025.

The Company recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue during 2024.

1 unchanged sentence

Rent expenses are warehouse rent expenses.

The increase in rent expense is primarily because the Company leased a larger commercial space for office, retail and warehousing from April 2025 and the cancelation of one of our warehouse leases in May 2025.

The increase in rent expense is primarily because the Company leased a larger commercial space for office, retail and warehousing from April 2025.

Amortization and depreciation

2 unchanged sentences

General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses.

For the three months ended June 30, 2025, the Company incurred increased expenditures on our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

For the three months ended September 30, 2025, the Company incurred increased expenditures on our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

Advertising and marketing

The decrease in advertising and marketing during the three months ended June 30, 2025, over the three months ended June 30, 2024, is primarily due to stock-based service compensation of $160,000 in 2024.

Excluding stock based compensation, advertising marketing expense increased due to support revenue growth.

The increase in advertising and marketing during the three months ended September 30, 2025, over the three months ended September 30, 2024, is primarily due to support revenue growth.

Professional fees

The professional fees during the three months ended June 30, 2025, primarily included various professional fee for accounting and audit related to SEC filing, legal on patents and other consulting services in 2025.

The professional fees during the three months ended June 30, 2024, primarily included stock-based service compensation of $200,000 to consultants for corporate advisory and accounting and audit related to SEC filing, legal on patents and other consulting services in 2024.

The decrease in professional fees during the three months ended June 30, 2025, over the three months ended June 30, 2024, is primarily due to reduced stock-based service compensation.

The professional fees during the three months ended September 30, 2025, primarily included various professional fee for accounting and audit related to SEC filing, legal on patents and other consulting services in 2025.

The professional fees during the three months ended September 30, 2024, primarily included accounting and audit related to SEC filing, legal on patents and other consulting services in 2024.

The increase in professional fees during the three months ended September 30, 2025, over the three months ended September 30, 2024, is primarily due to an increase in consulting fees.

In addition, on August 19, 2025, the Company withdrew the registration statement, as a result, the Company expensed deferred offering costs.

Payroll and management compensation

During the three months ended June 30, 2025, management compensation primality included stock-based management compensation of $1,867,000 to our management and cash payments of $325,000 to our management, and payroll to our employees of $142,000.

During the three months ended June 30, 2024, there was no payroll and management compensation.

During the three months ended September 30, 2025, management compensation primality included stock-based management compensation of $1.8 million to our management and cash payments of $379,000 to our management, and payroll to our employees of $240,000.

During the three months ended September 30, 2024, there was management compensation of $25,000.

Other Expenses

For the three months ended June 30, 2025 and 2024, the other expenses consisted of $765,000 and $0 interest related to convertible notes payable issued in 2025 and 2024, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $3.0 million and $0, respectively, financing expense of $2.5 million and $0, respectively, and loss on settlement of debt from conversion of debt of $2.6 million and $0, respectively.

Financing expense is from 69,007 shares of Series C Convertible Preferred stock issued to a Series A Preferred Shareholder in 2025.

The net loss for the three months ended June 30, 2025, increased by approximately $11.0 million as compared to the three months ended June 30, 2024 primarily due to the increase in operating expenses and other expense offset by the increase in revenue.

Our results of operations for the six months ended June 30, 2025 and 2024 are summarized below:

Six months ended

For the three months ended September 30, 2025 and 2024, the other income and expenses consisted of $1.3 million and $94,000 interest expenses related to convertible notes payable issued in 2025 and 2024, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $1.7 million gain and $0, respectively, and loss on settlement of debt from conversion of debt of $4.1 million and $0, respectively.

Settlement of debt in 2025 is conversion of convertible notes issued in 2025.

The net loss for the three months ended September 30, 2025, increased by approximately $7.3 million as compared to the three months ended September 30, 2024 primarily due to the increase in operating expenses and other expense offset by the increase in revenue.

Our results of operations for the nine months ended September 30, 2025 and 2024 are summarized below:

Nine months ended

September 30,

Operating expenses

4 unchanged sentences

The Company’s revenue is associated with revenue from MFB Ohio which acquired intellectual property to fire suppression in April 2022.

During the six months ended June 30, 2025, the revenue increased $1.0 million from the six months ended June 30, 2024, largely due to the adoption of our technology by the marketplace, including the sale of homebased wildfire defense systems, commercial and fire department chemical sales, and directly spraying residential properties due to the wildfire concerns.

During the nine months ended September 30, 2025, the revenue increased $1.2 million from the nine months ended September 30, 2024, largely due to the adoption of our technology by the marketplace, including the sale of homebased wildfire defense systems, commercial and fire department chemical sales, and directly spraying residential properties due to the wildfire concerns.

Our revenues consisted of the following:

Six months ended

Nine months ended

September 30,

Products sale

1 unchanged sentence

Product installation services commenced in the second quarter of 2024.

Our revenues from significant customers for the six months ended June 30, 2025 and 2024, are as follows:

Six months ended

Our revenues from significant customers for the nine months ended September 30, 2025 and 2024, are as follows:

Nine months ended

September 30,

Number of customers (more than 10% revenue)

Total revenue from our top 5 customers

We do not have major sales from recurring customers for the six months ended June 30, 2025 and 2024.

Total revenue of top 5 customers

We do not have major sales from recurring customers for the nine months ended September 30, 2025 and 2024.

Operating Expenses

Six months ended

Nine months ended

September 30,

Cost of revenue

7 unchanged sentences

Cost of revenue

Six months ended

Nine months ended

September 30,

Cost of inventory

3 unchanged sentences

Total cost of revenue

During the six months ended June 30, 2025, the cost of revenue increased over the six months ended June 30, 2024, primarily due to an increase in cost of inventory, rent and royalty and sales commissions.

Cost of inventory increased during the six months ended June 30, 2025, primarily due to an increase in product sales and supplies from increased sales.

During the nine months ended September 30, 2025, the cost of revenue increased over the nine months ended September 30, 2024, primarily due to an increase in cost of inventory, rent and royalty and sales commissions.

Cost of inventory increased during the nine months ended September 30, 2025, primarily due to an increase in product sales and supplies from increased sales.

Freight and shipping relate to costs for shipping products to customers.

Consulting and advisory services are to a related party company for services related to product installations.

Royalty and sales commissions increased in the six months ended June 30, 2025, from more revenue.

Royalty and sales commissions increased in the nine months ended September 30, 2025, from more revenue.

The Company recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue in 2024 and during the first quarter of 2025.

6 unchanged sentences

General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses.

For the six months ended June 30, 2025, the Company incurred increased expenditures on our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

For the nine months ended September 30, 2025, the Company incurred increased expenditures on our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

Advertising and marketing

The decrease in advertising and marketing during the six months ended June 30, 2025, over the six months ended June 30, 2024, is primarily due to stock-based service compensation of $160,000 in 2024.

Excluding stock based compensation, advertising marketing expense increased due to support revenue growth.

The increase in advertising and marketing during the nine months ended September 30, 2025, over the nine months ended September 30, 2024, is primarily due to support revenue growth.

Professional fees

The professional fees during the six months ended June 30, 2025, primarily included stock-based compensation of $2.1 million to a related party consultant (TC Special Investments, LLC (“TCSI”)) and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025.

The professional fees during the six months ended June 30, 2024, primarily included stock-based management compensation of $1.4 million to advisors to our subsidiary MFB and stock-based compensation of $1.2 million to various consultants for IT service for software development, legal on patents and other consulting services in 2024.

The professional fees during the nine months ended September 30, 2025, primarily included stock-based compensation of $2.4 million to a related party consultant (TC Special Investments, LLC (“TCSI”)) and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025.

The professional fees during the nine months ended September 30, 2024, primarily included stock-based management compensation of $1.4 million to advisors to our subsidiary MFB and stock-based compensation of $1 million to various consultants for IT service for software development, legal on patents and other consulting services in 2024.

TCSI’s consulting services to the Company include sales and business development, customer relationship management, strategy optimization, investor relations, underwriter interface, coordinating outside counsel and other business aspects at the request of the Board of Directors.

1 unchanged sentence

Payroll and management compensation

During the six months ended June 30, 2025, management compensation primality included stock-based management compensation of $2.3 million to our management and cash payments of $467,000 to our management, and payroll to our employees of $218,000.

During the six months ended June 30, 2024, management compensation primality included cash payment of $25,000 to our former CEO.

During the nine months ended September 30, 2025, management compensation primality included stock-based management compensation of $4.1 million to our management and cash payments of $845,000 to our management, and payroll to our employees of $466,000.

During the nine months ended September 30, 2024, management compensation primality included cash payment of $50,000 to our former CEO.

Other Expenses

For the six months ended June 30, 2025 and 2024, the other expenses consisted of interest expense related to convertible notes payable issued in 2025 and 2024 of $1.2 million and interest expense related to convertible notes issued in 2022 and 2023 and promissory notes issued in 2024 of $1,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $3.8 million and $0, respectively, financing expense of $8.7 million and $0, respectively, and loss on settlement of debt of $2.6 million and $882,000, respectively.

Settlement of debt in 2025 is conversion of convertible notes issued in 2024 and settlement of debt in 2024 is settlement of notes payable and convertible note issued in 2022.

For the nine months ended September 30, 2025 and 2024, the other expenses consisted of interest expense related to convertible notes payable issued in 2025 and 2024 of $2.6 million and interest expense related to convertible notes issued in 2022 and 2023 and promissory notes issued in 2024 of $94,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $2.0 million and $0, respectively, financing expense of $8.7 million and $0, respectively, and loss on settlement of debt of $6.8 million and $882,000, respectively.

Settlement of debt in 2025 is conversion of convertible notes issued in 2024 and 2025 and settlement of debt in 2024 is settlement of notes payable and convertible note issued in 2022.

Financing expense is 4 million warrants granted to a financial advisor and 69,007 shares of Series C Convertible Preferred stock issued to a Series A Preferred Shareholder in 2025.

The 4 million warrants were subsequently cancelled by the financial advisor subsequent to June 30, 2025.

The net loss for the six months ended June 30, 2025, increased by approximately $18.4 million as compared to the six months ended June 30, 2024 primarily due to the increase in operating expenses and other expense offset by the increase in revenue.

The 4 million warrants were subsequently cancelled by the financial advisor in August, 2025.

The net loss for the nine months ended September 30, 2025, increased by approximately $25.7 million as compared to the nine months ended September 30, 2024 primarily due to the increase in operating expenses and other expense offset by the increase in revenue.

Liquidity and Capital Resources

1 unchanged sentence

Since our inception, we have incurred significant operating losses and negative cash flows from our operations.

Our net loss was $22.8 million and $4.4 million for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025, we completed a debt offering and an equity offering which generated net proceeds of approximately $3.7 million and $0.3 million respectively.

Our net loss was $30.7 million and $5.1 million for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, we completed a debt offering and an equity offering which generated net proceeds of approximately $3.7 million and $5.7 million respectively.

Working capital

September 30,

Current assets

1 unchanged sentence

Working capital (deficiency)

$ (2,022,295 )

$ (1,477,890 )

As of June 30, 2025 and December 31, 2024, the current assets consisted of cash of $2.3 million and $775,000, respectively, inventory of $410,000 and $325,000, respectively accounts receivable of $654,000 and $317,000, respectively, prepaid expenses and other current assets of $206,000 and $74,000, respectively, and deferred offering costs of $185,000 and $126,000, respectively.

As of June 30, 2025 and December 31, 2024, the current liabilities consisted of accounts payable and accrued liabilities of $533,000 and $187,000, respectively, deferred revenue of $95,000 and $0, respectively, convertible notes net of discount of $278,000 and $196,000, respectively, convertible note – related parties of $932,000 and $577,000, respectively, due to related party of $96,000 and $0, respectively financing loan of $0 and $97,000, respectively, derivative liability of $3.7 million and $1.1 million, respectively, and current portion of operating lease liability of $139,000 and $50,000, respectively.

The increase in working capital deficiency in 2025 was primarily due to an increase in the convertible notes and derivative liability related to convertible notes offset by an increase in cash and accounts receivable.

The Company had net loss and negative cash flows from our operations.

In 2025, the Company generated funds from more debt financing than equity financing.

For the six months ended June 30, 2025 and 2024

Six months ended

As of September 30, 2025 and December 31, 2024, the current assets consisted of cash of $6.2 million and $775,000, respectively, inventory of $467,000 and $325,000, respectively accounts receivable of $508,000 and $317,000, respectively, prepaid expenses and other current assets of $87,000 and $74,000, respectively, and deferred offering costs of $0 and $126,000, respectively.

As of September 30, 2025 and December 31, 2024, the current liabilities consisted of accounts payable and accrued liabilities of $705,000 and $187,000, respectively, deferred revenue of $6,000 and $0, respectively, convertible notes net of discount of $63,0000 and $196,000, respectively, convertible note – related parties of $1.8 million and $577,000, respectively, due to related parties of $161,000 and $0, respectively, financing loan of $48,000 and $97,000, respectively, derivative liability of $0 and $1.1 million, respectively, and current portion of operating lease liability of $143,000 and $50,000, respectively.

The increase in working capital in 2025 was primarily due to an increase in cash from equity and debt offering offset by an increase in convertible notes.

For the nine months ended September 30, 2025 and 2024

Nine months ended

September 30,

Cash used in operating activities

1 unchanged sentence

$ (1,319,815 )

$ (2,066,617 )

Cash used in investing activities

3 unchanged sentences

We have not generated positive cash flows from operating activities.

For the six months ended June 30, 2025, net cash flows used in operating activities consisted of a net loss of $22.8 million, reduced by stock-based compensation of $4.7 million, financing expense of $8.7 million, non-cash lease expenses of $86,000, amortization and depreciation of $151,000, amortization of debt discount of $1 million, loss on settlement of debt of $2.6 million and changes in derivative liability of $3.8 million, and increased by net changes in operating assets and liabilities of $101,000.

For the six months ended June 30, 2024, net cash flows used in operating activities consisted of a net loss of $4.4 million, reduced by stock-based compensation of $2.8 million, non-cash lease expenses of $39,000, amortization and depreciation of $127,000, loss on settlement of debt of $882,000 and increased by net changes in operating assets and liabilities of $148,000.

For the nine months ended September 30, 2025, net cash flows used in operating activities consisted of a net loss of $30.7 million, reduced by stock-based compensation of $6.8 million, financing expense of $8.7 million, non-cash lease expenses of $123,000, amortization and depreciation of $242,000, amortization of debt discount of $2.2 million, loss on settlement of debt of $6.8 million and changes in derivative liability of $2.0 million, and increased by net changes in operating assets and liabilities of $328,000.

For the nine months ended September 30, 2024, net cash flows used in operating activities consisted of a net loss of $5.1 million, reduced by stock-based compensation of $2.6 million, non-cash lease expenses of $60,000, amortization and depreciation of $190,000, loss on settlement of debt of $882,000 and increased by net changes in operating assets and liabilities of $1,000.

Investing Activities

For the six months ended June 30, 2025, the cash flows used in investing activities were $168,000, which was related to the purchase of property and equipment.

The Company did not use any funds for investing activities during the six months ended June 30, 2024.

For the nine months ended September 30, 2025, the cash flows used in investing activities were $222,000, which was related to the purchase of property and equipment.

The Company did not use any funds for investing activities during the nine months ended September 30, 2024.

Financing Activities

For the six months ended June 30, 2025, net cash provided by financing activities consisted of $260,000 proceeds from the issuance of Series C Convertible Preferred Stock, $3.7 million from the issuance of convertible promissory notes and associated warrants, $59,000 deferred offering cost payment, repayment of a financing loan of $216,000 and repayments to related party of $25,000.

For the nine months ended September 30, 2025, net cash provided by financing activities consisted of $5.7 million from the issuance of Series C Convertible Preferred Stock, $3.7 million from the issuance of convertible promissory notes and associated warrants, $71,000 deferred offering cost payment, repayment of a financing loan of $216,000 and repayments to related party of $25,000.

The basic terms of the convertible promissory notes issued in 2025 are:

3 unchanged sentences

The associated warrants are exercisable for a period of 5 years from the issuance date, for an aggregate of up to 848,963 shares at an exercise price of $3.00.

For the six months ended June 30, 2024, net cash provided by financing activities consisted of $165,000 proceed from issuance Series C Preferred Stock, $695,000 advances received from eleven (11) lenders in cash for issuance of convertible promissory notes and warrants, $35,000 deferred offering cost payment and $60,000 repayment of loan -related party.

For the nine months ended September 30, 2024, net cash provided by financing activities consisted of $165,000 proceed from issuance Series C Preferred Stock, $1.0 million from convertible promissory notes and warrants, $57,000 deferred offering cost payment and $60,000 repayment of loan - related party.

Contractual Obligations

10 unchanged sentences

In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of common stock) with a related party.

The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $0.50 per share.

The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $3.00 per share.

The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40.

The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio.

In the event of a default, the noteholder could proceed against the equity of MFB Ohio pledged to collateralize the convertible note.

In the event of a default, the related party could proceed against the equity of MFB Ohio pledged to collateralize the convertible note.

MFB Ohio owns the Company’s intellectual property portfolio.

1 unchanged sentence

The Company has one lease classified as an operating lease for an office and warehouse purpose.

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

2025 - remaining 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

Operating lease liabilities

Going Concern

The accompanying unaudited consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has not generated significant income to date.

The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources.

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

Financing loans

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%.

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.

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.

Contingencies

34 unchanged sentences

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 2. Management’s Discussion and Analysis