What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-13 · 132 added, 123 removed, 121 unchanged (68% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

September 30,

Current assets

10 unchanged sentences

Common stock, par value $ 0.01 per share, authorized 30,000,000 shares;

issued 21,628,680 as of September 30, 2024 and December 31, 2023;

outstanding 20,620,711 at September 30, 2024 and December 31, 2023.

issued 21,628,680

as of March 31, 2025 and December 31, 2024;

outstanding 20,620,711 as of March 31, 2025 and December 31, 2024.

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Treasury stock, at cost ( 1,007,969 shares at September 30, 2024 and December 31, 2023)

Treasury stock, at cost ( 1,007,969 shares at March 31, 2025 and December 31, 2024)

Total stockholders' equity

5 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Compensation and benefits

3 unchanged sentences

Interest and other income, net

Basic and diluted weighted average common

shares outstanding

Basic and diluted weighted average common shares outstanding

Basic and diluted loss per share

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

(in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Unrealized gain (loss) on available for sale securities

(in thousands)

Three Months Ended March 31,

Other comprehensive loss:

Unrealized holding gain on available for sale securities

Reclassification adjustment for gains realized in net loss

Total other comprehensive loss

Comprehensive loss

4 unchanged sentences

IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

THREE MONTHS ENDED MARCH 31, 2025 and 2024

(in thousands, except per share data)

Common stock (Issued)

comprehensive

Balance at December 31, 2023

Stock based compensation expense to directors

Other comprehensive income

Other comprehensive loss

Balance at March 31, 2024

Other comprehensive income

Balance at June 30, 2023

Other comprehensive income

Balance at September 30, 2023

Balance at December 31, 2024

Other comprehensive income

Balance at March 31, 2025

Balance at June 30, 2024

Other comprehensive income

Balance at September 30, 2024

See accompanying notes to condensed consolidated

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

1 unchanged sentence

Realized gain on investments

Income tax receivable

Changes in other operating items:

2 unchanged sentences

Net cash used in operating activities

Cash flows from investing activities

from investing activities

Proceeds from redemptions and sale of investments

Purchase of investments

Net cash provided by investing activities

Net increase in cash and cash equivalents

Net cash (used in) provided by investing activities

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

1 unchanged sentence

Supplemental disclosures of cash flow information

Net cash refunded during the period for income taxes

Unrealized (loss) gain on available for sale securities

Unrealized loss on available for sale securities

See accompanying notes to condensed consolidated

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

Three months ended September 30, 2024 and 2023

Three months ended March 31, 2025 and 2024

Basis of presentation and description of activities

1 unchanged sentence

The accompanying interim financial statements

have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial

information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

The information and note disclosures normally

included in complete financial statements have been condensed or omitted pursuant to such rules and regulations.

The Condensed

Consolidated Balance Sheet as of December 31, 2023 has been derived from audited financial statements.

These financial statements should

be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 as presented

in our Annual Report on Form 10-K.

In the opinion of management, this interim information includes all material adjustments, which are

of a normal and recurring nature, necessary for a fair presentation.

have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information

and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

The information and note disclosures normally included

in complete financial statements have been condensed or omitted pursuant to such rules and regulations.

The Condensed Consolidated

Balance Sheet as of December 31, 2024 has been derived from audited financial statements.

These financial statements should be read in

conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 as presented in

our Annual Report on Form 10-K.

In the opinion of management, this interim information includes all material adjustments, which are of

a normal and recurring nature, necessary for a fair presentation.

The results for the 2025 interim period are not necessarily indicative

5 unchanged sentences

and investments in U.S.

Treasury Bills, and is therefore considered a shell company, as defined in U.S.

securities laws and regulations.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being

engaged in those activities.

Treasury Bills and mutual funds, and is therefore considered a shell company, as defined in U.S.

securities laws

and regulations.

The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold

itself out as being engaged in those activities.

intends to evaluate and explore all available strategic options.

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directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents and investments

Treasury Bills and mutual funds .

Until such time as a decision is made as to how the liquid

assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as

cash and cash equivalents and Investment in U.S.

Treasury Bills and mutual funds) consistent with the preservation of principal, maintenance

of liquidity and avoidance of speculation.

in mutual funds.

Until such time as a decision is made as to how the liquid assets of the Company

are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents

and Investments in U.S.

Treasury Bills and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance

of speculation.

may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of the Company’s

total assets (exclusive of government securities).

As of September 30, 2024, the Company is not considered an inadvertent investment company.

total assets (exclusive of government securities, and cash and certain cash equivalents).

As of March 31, 2025, the Company is not considered an inadvertent investment company.

Per share data

Loss per share for the three and nine months

ended September 30, 2024 and 2023 is calculated based on 20,620,711 weighted average outstanding shares of common stock.

Loss per share for the three months ended March

31, 2025 and 2024 is calculated based on 20,620,711 weighted average outstanding shares of common stock.

The Company had not dilutive

or potentially dilutive securities during the period presented.

Segment Disclosure

The Company's operations are reported within one

reportable segment and constitutes the Company and its wholly-owned subsidiaries, all of which are inactive, which are reported in the

condensed consolidated financial statements.

The Company currently has no or nominal operations, no revenues from operations and is considered

a shell company, as defined in the U.S.

securities laws and regulations.

The Company's chief operating decision maker (“CODM”)

is the Chief Executive Officer.

The CODM evaluates the results and performance of the reporting segment and decides how to allocate resources

based on condensed consolidated net loss which is reported on the Condensed Consolidated Statements of Operations.

Additionally, the measure

of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets.

The accounting policies for the reportable segment

are the same as those described above in the summary of significant accounting policies.

The expenses and net loss for the one reportable

segment are the same as those presented on the Condensed Consolidated Statements of Operations.

Significant expense categories, including

compensation and benefits, other operating expenses, and interest and other income, net are included on the Company's Condensed Consolidated

Statements of Operations.

New accounting standard

In November 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which

requires entities to disclose disaggregated information about their effective tax rate reconciliations as well as expanded

information on income taxes by jurisdiction.

The standard is effective for fiscal years beginning after December 15, 2024, on a

prospective basis.

The Company discloses its income tax rate reconciliation in its annual consolidated financial statements only and

does not expect the adoption to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03,

Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information

about the types of expenses (including compensation and benefits and other operating expenses) included within income statement expense

The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods

beginning after December 15, 2027.

Early adoption is permitted.

The standard will be applied on a prospective basis, with retrospective

application permitted.

The Company is currently evaluating the impact of adoption of the standard on its financial statement disclosures.

Investment valuation

Company carries its investments at fair value.

Fair value is an estimate of the exit price, representing the amount that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement

Company’s investments in marketable securities consist of investments in equity securities which are mutual funds.

The Company carries

its investments at fair value.

Fair value is an estimate of the exit price, representing the amount that would be received to sell an

asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).

Fair value measurements are not adjusted for transaction costs.

fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed

based on market data obtained from sources independent of the Company.

Level 3 Unobservable inputs.

Unobservable inputs reflect the assumptions that the Company develops based on available

information about what market participants would use in valuing the asset or liability.

Unadjusted quoted prices in active markets for identical assets or liabilities.

Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Unobservable inputs.

Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value

2 unchanged sentences

fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

of September 30, 2024, the Company held investments in U.S.

government debt securities (U.S.

Bills) of $ 1,438,000 which are included in cash and cash equivalents.

As of September 30, 2024 and December 31, 2023, the Company held

investments in U.S.

Treasury Bills of $ 713,000 and $ 2,409,000 , respectively.

As of September 30,

31, 2025 and December 31, 2024, the Company held investments in equity securities which consist of mutual funds of $ 1,450,000 and $ 914,000 ,

respectively.

Treasury Bills are valued using a model that incorporates market observable data, such as reported sales of similar

securities, broker quotes, yields, bids, offers, and reference data.

government securities are valued using a model that incorporates market observable data, such as reported sales of

similar securities, broker quotes, yields, bids, offers, and reference data.

Certain securities are valued principally using dealer quotations.

Mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange.

Treasury Bills are categorized

in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities.

are categorized in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets.

Treasury Bills, which have maturities of three months or less at time

of purchase , are reported as cash and cash equivalents, and those with longer maturities are reported as

Investments, on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

investments in marketable debt securities have a stated maturity of twelve months or less from the balance sheet date.

These securities

are considered as available for sale and are reported at fair value.

For debt securities, unrealized gains and losses are recorded net

of tax as a component of Accumulated other comprehensive income within stockholders' equity.

Mutual funds are categorized

in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets.

debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents on

the Condensed Consolidated Balance Sheet as of December 31, 2024.

There were no U.S.

government debt securities as of March 31,

There were no U.S.

government debt securities with maturities of more than three months as of December 31, 2024.

investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date.

These securities are

considered as available for sale and are reported at fair value.

For debt securities, unrealized gains and losses are recorded net of

tax as a component of Accumulated other comprehensive income within stockholders' equity.

losses related to available-for-sale debt securities are recorded through an allowance for credit losses rather than as a reduction in

1 unchanged sentence

Realized gains and losses are calculated based on the specific

identification method and are included in Interest and other income, net, in the Condensed Consolidated Statements of Operations.

identification method and are included in Interest and other income, net, in the Condensed Consolidated Statement of Operations.

Company follows the guidance in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments

3 unchanged sentences

Fair Value Measurements

as of September 30, 2024

as of March 31, 2025

Quoted Prices

Investments in U.S.

Treasury Bills

Investments in Mutual Funds

Fair Value Measurements

as of December 31, 2023

of December 31, 2024

Quoted Prices

Investments in U.S.

Treasury Bills

Investments in Mutual Funds

in debt and equity securities as of September 30, 2024 are summarized by type below (in thousands).

Treasury Bills

in debt and equity securities as of December 31, 2023 are summarized by type below (in thousands).

Treasury Bills

All investments

in debt securities are due in one year or less as of September 30, 2024.

in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale

securities for the nine months ended September 30, 2024 is as follows:

Balance at December 31, 2023

Amounts reclassified from accumulated other comprehensive income to interest and

other income, net

Net current-period other comprehensive income

Balance at September 30, 2024

in equity securities as of March 31, 2025 are summarized by type below (in thousands).

in equity securities as of December 31, 2024 are summarized by type below (in thousands).

may be exposed to credit losses through its available-for-sale investments.

An available-for-sale security is impaired when its

fair value declines below its amortized cost basis.

Unrealized losses resulting from the amortized cost basis of any available-for-sale

debt security exceeding its fair value are evaluated for identification of credit losses.

An available-for-sale security is impaired when its fair

value declines below its amortized cost basis.

Unrealized losses resulting from the amortized cost basis of any available-for-sale debt

security exceeding its fair value are evaluated for identification of credit losses.

When evaluating the investments for impairment

1 unchanged sentence

economic market conditions, and financial condition of the issuer.

As of September 30, 2024, the Company has not recognized an allowance

As of March 31, 2025, the Company has not recognized an allowance

for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these

investments attributable to credit factors.

benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2024 and 2023, due to a full

valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Capital Stock

No tax benefit

has been recorded in relation to the pre-tax loss for the three months ended March 31, 2025 and 2024, due to a full valuation allowance

to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

As of March 31, 2025, the Company

had no material uncertain income tax positions.

The Company’s

4 unchanged sentences

in open market or privately negotiated transactions.

At September 30, 2024 and 2023, the Company had repurchased 2,234,721 shares

of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of September 30,

2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that

effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors

serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance

in person or by telephone of meetings of the Board or committees of the Board shall be terminated.

The Company did not repurchase any common stock during the three months ended

March 31, 2025 and March 31, 2024.

At March 31, 2025 and 2024, the Company had repurchased 2,234,721 shares

of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of March 31, 2025.

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