KUSTOM ENTERTAINMENT, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 . or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to __________. Commission File Number: 001-33899 Digital Ally, Inc. (Exact name of registrant as specified in its charter) Nevada 20-0064269 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 6366 College Blvd. , Overland Park , KS 66211 (Address of principal executive offices) (Zip Code) (913) 814-7774 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of exchange on which registered Common stock, $0.001 par value per share DGLY The Nasdaq Capital Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Class Outstanding at November 12, 2025 Common Stock, $ 0.001 par value per share 1,898,436 FORM 10-Q DIGITAL ALLY, INC. SEPTEMBER 30, 2025 Page(s) PART I – FINANCIAL INFORMATION Item 1. Financial Statements. Condensed Consolidated Balance Sheets – September 30, 2025 (Unaudited) and December 31, 2024 3 Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2025 and 2024 (Unaudited) 4 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine months Ended September 30, 2025 and 2024 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2025 and 2024 (Unaudited) 6 Notes to the Condensed Consolidated Financial Statements (Unaudited) 7-36 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 37-56 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 56 Item 4. Controls and Procedures. 56 PART II - OTHER INFORMATION Item 1. Legal Proceedings. 57 Item 1A. Risk Factors. 57 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 57 Item 3. Defaults Upon Senior Securities 57 Item 4. Mine Safety Disclosures 57 Item 5. Other Information. 57 Item 6. Exhibits. 58 SIGNATURES 59 2 PART I – FINANCIAL INFORMATION Item 1 – Financial Statements. DIGITAL ALLY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2025 AND DECEMBER 31, 2024 September 30, 2025 December 31, 2024 (Unaudited) Assets Current assets: Cash and cash equivalents $ 793,360 $ 454,314 Accounts receivable-trade, less allowance for doubtful accounts of $ 110,982 – September 30, 2025 and $ 200,668 – December 31, 2024 1,253,990 1,301,253 Subscriptions receivable, net of $ 22,644 allowance – September 30, 2025 and $ 25,000 – December 31, 2024 3,540,881 3,988,994 Other receivables 1,576 155,851 Inventories, net 2,622,542 2,586,066 Prepaid expenses 1,470,267 1,867,258 Total current assets 9,682,616 10,353,736 Property, plant, and equipment, net 477,645 365,857 Goodwill and other intangible assets, net 9,615,396 10,654,325 Operating lease right of use assets, net 1,635,261 718,509 Subscriptions receivable – long-term 3,425,259 4,889,289 Other assets 239,864 754,857 Total assets $ 25,076,041 $ 27,736,573 Liabilities and Equity (Deficit) Current liabilities: Accounts payable $ 4,023,270 $ 11,486,947 Accrued expenses 436,682 1,514,508 Current portion of operating lease obligations 248,012 158,304 Deferred revenue – current 3,722,873 4,215,401 Notes payable – related party – current portion 374,400 2,840,000 Debt obligations – current 865,292 4,961,443 Warrant derivative liabilities 1,116 4,554,640 Deposits 115,923 — Income taxes payable 10,441 — Total current liabilities 9,798,009 29,731,243 Long-term liabilities: Debt obligations – long term 138,439 141,083 Operating lease obligation – long term 1,248,406 560,205 Deferred revenue – long term 5,207,189 6,317,472 Notes payable – related party – long-term portion 1,167,333 — Total liabilities 17,559,376 36,750,003 Commitments and contingencies [Note 9] - Stockholders’ Equity (Deficit): Preferred stock, $ 0.001 par value per share, 10,000,000 shares authorized; none issued or outstanding – September 30, 2025 and December 31, 2024 - Common stock, $ 0.001 par value; 200,000,000 shares authorized; shares issued: 1,727,421 – September 30, 2025 and 3,204 – December 31, 2024 1,727 3 Additional paid in capital 147,411,616 129,697,781 Noncontrolling interest in consolidated subsidiary ( 1,080,153 ) ( 1,198,286 ) Accumulated deficit ( 138,816,525 ) ( 137,512,928 ) Total equity (deficit) 7,516,665 ( 9,013,430 ) Total liabilities and equity (deficit) $ 25,076,041 $ 27,736,573 See Notes to Unaudited Condensed Consolidated Financial Statements. 3 DIGITAL ALLY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) 2025 2024 2025 2024 For the three months ended September 30, For the nine months ended September 30, 2025 2024 2025 2024 Revenue: Product $ 664,422 $ 803,945 $ 3,602,202 $ 4,577,392 Service and other 3,872,735 3,247,766 11,042,258 10,619,905 Total revenue 4,537,157 4,051,711 14,644,460 15,197,297 Cost of revenue: Product 905,190 547,562 5,482,693 5,534,209 Service and other 2,260,392 1,764,175 6,821,318 6,159,284 Total cost of revenue 3,165,582 2,311,737 12,304,011 11,693,493 Gross profit (loss) 1,371,575 1,739,974 2,340,449 3,503,804 Selling, general and administrative expenses: Research and development expense 137,755 210,818 405,983 1,244,060 Selling, advertising and promotional expense 110,006 414,727 501,184 1,902,489 General and administrative expense 2,245,596 3,666,728 7,624,817 10,462,747 Goodwill and intangible asset impairment charge — 4,830,000 — 4,830,000 Total selling, general and administrative expenses 2,493,357 9,122,273 8,531,984 18,439,296 Operating loss ( 1,121,782 ) ( 7,382,299 ) ( 6,191,535 ) ( 14,935,492 ) Other income (expense): Interest income 17,887 13,775 95,808 63,064 Interest expense and debt discount amortization ( 90,697 ) ( 771,846 ) ( 960,250 ) ( 2,505,536 ) Other income 217,136 8,920 252,603 66,966 — Loss on extinguishment of debt — ( 310,505 ) — ( 379,332 ) Change in fair value of warrant derivative liabilities 839 2,530,675 3,373,919 2,178,965 Gain on extinguishment of liabilities 13,275 9,385 2,243,991 691,730 Gain on sale of intangibles — — — 5,582 Gain on sale of property, plant and equipment — 431,183 — 389,522 Total other income (expense) 158,440 1,911,587 5,006,071 510,961 Loss before income tax benefit ( 963,342 ) ( 5,470,712 ) ( 1,185,464 ) ( 14,424,531 ) Income tax benefit — — — — Net loss ( 963,342 ) ( 5,470,712 ) ( 1,185,464 ) ( 14,424,531 ) Net (income) loss attributable to noncontrolling interests of consolidated subsidiary ( 58,525 ) 2,000,206 ( 118,133 ) 1,939,143 Net loss attributable to common stockholders $ ( 1,021,867 ) $ ( 3,470,506 ) $ ( 1,303,597 ) $ ( 12,485,388 ) Net loss per share information: Basic $ ( 0.59 ) $ ( 1,817.02 ) $ ( 1.40 ) $ ( 7,793.63 ) Diluted $ ( 0.59 ) $ ( 1,817.02 ) $ ( 1.40 ) $ ( 7,793.63 ) Weighted average shares outstanding: Basic 1,727,421 1,910 930,386 1,602 Diluted 1,727,421 1,910 930,386 1,602 See Notes to Unaudited Condensed Consolidated Financial Statements. 4 DIGITAL ALLY, INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) Shares Amount Capital subsidiary Deficit Total Noncontrolling Additional Interest in Common Stock Paid In consolidated Accumulated Shares Amount Capital subsidiary Deficit Total Balance, December 31, 2023 1,690 $ 2 $ 128,443,882 $ 673,292 $ ( 117,668,781 ) $ 11,448,395 Stock-based compensation — — 40,695 — — 40,695 Issuance of common stock Issuance of common stock, shares Issuance of warrants Sale of common stock and pre-funded warrants, net of offering costs Sale of common stock and pre-funded warrants, net of offering costs, shares Issuance of common stock upon exercise of pre-funded warrants Issuance of common stock upon exercise of pre-funded warrants, shares Fair value of pre-funded warrants issued along with sale of common stock Transition of warrant derivative liability to equity upon exercise of pre-funded warrants Issuance of common stock upon exercise of June 2024 Series B common stock purchase warrants Issuance of common stock upon exercise of June 2024 Series B common stock purchase warrants, shares Transition of warrant derivative liability to equity upon exercise of Series B warrants Fair value of Series A warrants issued along with sale of common stock Fair value of Series B warrants issued along with sale of common stock Issuance of common stock upon exercise of February 2025 Series B common stock purchase warrants Issuance of common stock upon exercise of February 2025 Series B common stock purchase warrants, shares Transition of warrant derivative liability to equity upon exercise of Series B warrants issued along with February 2025 sale of common stock Transition of warrant derivative liability to equity of Series A warrants issued along with February 2025 sale of common stock Deemed capital contribution related to modification of notes payable - related party Equity Issuances - Senior Note with detachable warrant September 2025 Restricted common stock grant 40 1 ( 1 ) — — — Restricted common stock forfeitures ( 1 ) ( 1 ) 1 — — — Net loss — — — ( 12,248 ) ( 3,931,020 ) ( 3,943,268 ) Balance, March 31, 2024 1,729 2 128,484,577 661,044 ( 121,599,801 ) 7,545,822 Stock-based compensation — — 60,772 — — 60,772 Issuance of common stock 311 1 2,529,448 — — 2,529,449 Issuance of warrants — — ( 2,075,300 ) — — ( 2,075,300 ) Net Income (loss) — — — 73,310 ( 5,083,861 ) ( 5,010,551 ) Balance, June 30, 2024 2,040 3 128,999,496 734,354 ( 126,683,662 ) 3,050,191 Stock-based compensation — — ( 27,789 ) — — ( 27,789 ) Issuance of common stock upon exercise of prefunded warrants 287 — — ) — — — Restricted common stock forfeitures ( 15 ) — — — — — Net loss — — — ( 2,000,206 ) ( 3,470,507 ) ( 5,470,712 Balance, September 30, 2024 2,312 $ 3 $ 128,971,707 $ ( 1,265,851 ) $ ( 130,154,169 ) $ ( 2,448,310 ) Balance, December 31, 2024 3,204 $ 3 $ 129,697,781 $ ( 1,198,286 ) $ ( 137,512,928 ) $ ( 9,013,430 ) Stock-based compensation — — 13,824 — — 13,824 Sale of common stock and pre-funded warrants, net of offering costs 3,925 4 14,308,296 — — 14,308,300 Issuance of common stock upon exercise of pre-funded warrants 49,075 49 ( 49 ) — — — Fair value of pre-funded warrants issued along with sale of common stock — — ( 1,803 ) — — ( 1,803 ) Transition of warrant derivative liability to equity upon exercise of pre-funded warrants — — 1,803 — — 1,803 Issuance of common stock upon exercise of June 2024 Series B common stock purchase warrants 1,897 2 3,791 — — 3,793 Transition of warrant derivative liability to equity upon exercise of Series B warrants — — 1,989,806 — — 1,989,806 Net income — — — 3,611 4,263,471 4,267,082 Balance, March 31, 2025 58,101 58 146,013,449 ( 1,194,675 ) ( 133,249,457 ) 11,569,375 Stock-based compensation — — 9,741 — — 9,741 Fair value of Series A warrants issued along with sale of common stock — — ( 1,340,214 ) — — ( 1,340,214 ) Fair value of Series B warrants issued along with sale of common stock — — ( 5,406,408 ) — — ( 5,406,408 ) Issuance of common stock upon exercise of February 2025 Series B common stock purchase warrants 1,669,320 1,669 ( 1,669 ) — — — Transition of warrant derivative liability to equity upon exercise of Series B warrants issued along with February 2025 sale of common stock — — 5,406,320 — — 5,406,320 Transition of warrant derivative liability to equity of Series A warrants issued along with February 2025 sale of common stock — — 530,101 — — 530,101 Deemed capital contribution related to modification of notes payable - related party — — 1,871,994 — — 1,871,994 Net loss — — — 55,997 ( 4,545,201 ) ( 4,489,204 ) Balance, June 30, 2025 1,727,421 1,727 147,083,314 ( 1,138,678 ) ( 137,794,658 ) 8,151,705 ) Balance 1,727,421 1,727 147,083,314 ( 1,138,678 ) ( 137,794,658 ) 8,151,705 ) Stock-based compensation — — 8,885 — — 8,885 Equity Issuances - Senior Note with detachable warrant September 2025 — — 319,417 — — 319,417 Fair value of Series B warrants issued along with sale of common stock — — — — — — Net loss — — — 58,525 ( 1,021,867 ) ( 963,342 ) Net income (loss) — — — 58,525 ( 1,021,867 ) ( 963,342 ) Balance, September 30, 2025 1,727,421 $ 1,727 $ 147,411,616 $ ( 1,080,153 ) $ ( 138,816,525 ) $ 7,516,665 Balance 1,727,421 $ 1,727 $ 147,411,616 $ ( 1,080,153 ) $ ( 138,816,525 ) $ 7,516,665 See Notes to Unaudited Condensed Consolidated Financial Statements. 5 DIGITAL ALLY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) 2025 2024 Cash Flows from Operating Activities: Net loss $ ( 1,185,464 ) $ ( 14,424,531 ) Adjustments to reconcile net loss to net cash flows used in operating activities: Depreciation and amortization 1,276,460 1,578,246 Provision for doubtful accounts receivable ( 110,982 ) ( 24,441 ) Provision for doubtful subscriptions receivable ( 2,356 ) 20,000 Provision for inventory obsolescence ( 402,771 ) ( 476,441 ) Stock based compensation 32,450 73,678 Non-cash interest expense 751,570 1,792,040 Gain on extinguishment of liabilities ( 2,243,991 ) ( 691,730 ) Change in fair value of warrant derivative liability ( 3,373,919 ) ( 2,178,965 ) Goodwill and intangible asset impairment charge — 4,830,000 Loss on extinguishment of debt — 379,332 Loss on disposal of intangible assets — ( 5,582 ) Loss on sale of property, plant and equipment — ( 389,522 ) Change in operating assets and liabilities: (Increase) decrease in: Accounts receivable – trade 158,245 ( 809,519 ) Subscriptions receivable 1,914,499 ( 572,279 ) Other receivables 154,275 — Inventories 366,295 2,037,604 Prepaid expenses 396,991 379,583 Operating lease right of use assets ( 916,752 ) 114,017 Other assets 514,993 628,416 Increase (decrease) in: Accounts payable ( 5,219,686 ) 3,053,399 Accrued expenses ( 585,649 ) 303,335 Accrued interest - related party 177,899 290,101 Income taxes payable 10,441 ( 61 ) Operating lease obligations 777,909 ( 121,348 ) Deposit 115,923 — Deferred revenue ( 1,602,811 ) 128,645 Net cash used in operating activities ( 8,996,431 ) ( 4,086,023 ) Cash Flows from Investing Activities: Purchases of property, plant and equipment ( 262,970 ) ( 23,821 ) Additions to intangible assets ( 86,349 ) ( 136,056 ) Proceeds from sale of intangible assets — 90,535 Cash paid for acquisition of Country Stampede — ( 514,432 ) Proceeds from sale of land and building 425,653 Proceeds from sale of property, plant and equipment — 550,644 Net cash provided by (used in) investing activities ( 349,319 ) 392,523 Cash Flows from Financing Activities: Net proceeds of February 2025 public equity offering with detachable warrants 14,308,300 — Net proceeds of June 2024 private placement equity offering with detachable warrants — 2,194,745 Net proceeds from September 2025 issuance of senior secured convertible notes with detachable warrants 610,000 — Net proceeds of unsecured promissory note – entertainment segment 600,000 — Payments on Senior Secured Promissory Notes – Video Solutions Segment ( 3,650,000 ) — Proceeds of related party note payable — 100,000 Payments of related party note payable ( 162,000 ) — Principal payments on EIDL loan ( 2,547 ) ( 2,453 ) Proceeds – Commercial Extension of Credit – Entertainment Segment — 1,175,000 Payments on Commercial Extension of Credit – Entertainment Segment ( 100,000 ) ( 162,928 ) Proceeds – Merchant Advances – Video Solutions Segment — 1,144,000 Payments on Merchant Advances – Video Solutions Segment ( 1,922,750 ) ( 1,382,500 ) Proceeds from issuance of common shares upon exercise of Series B warrants 3,793 — Proceeds – Merchant Advances – Entertainment Segment — 1,308,837 Payments on Merchant Advances – Entertainment Segment — ( 855,749 ) Principal payment on contingent consideration promissory notes — ( 188,470 ) Net cash provided by financing activities 9,684,796 3,330,482 Net increase in cash, cash equivalents and restricted cash 339,046 ( 363,018 ) Cash, cash equivalents and restricted cash, beginning of period 454,314 778,149 Cash, cash equivalents, and restricted cash, end of period $ 793,360 $ 415,131 Supplemental disclosures of cash flow information: Cash payments for interest $ 58,474 $ 429,002 Cash payments for income taxes $ 5,198 $ 8,006 Supplemental disclosures of non-cash investing and financing activities: Restricted common stock grant $ — $ 80 Restricted common stock forfeitures $ — $ 51 Commercial extension of credit repaid through accrued revenue – Entertainment segment $ — $ 825,000 ROU and lease liability recorded on extension (termination) of lease $ — $ 470,489 Assets acquired in business acquisitions $ — $ 605,000 Goodwill acquired in business acquisitions $ — $ 225,959 Liabilities assumed in business acquisitions $ — $ 288,000 Adjustments of accounts payable with the sale proceeds of property, plant and equipment $ — $ 549,356 Deemed capital contribution related to modification of notes payable - related party $ 1,871,994 $ — Fair value of warrants issued with sale of shares $ 6,748,425 $ 2,075,300 Transition of warrant derivative liability to equity upon exercise of warrants $ 7,928,030 $ — Fair value of detachable warrants issued with senior secured convertible notes issuance $ 319,417 $ — Issuance of common stock upon exercise of pre-funded warrants $ — 573 Reduction in proceeds from sale of building for loan, prepaid rent, and other accrued expenses $ — 5,474,347 Payments to vendors directly from proceeds of sale of common stock $ — 334,703 See Notes to Unaudited Condensed Consolidated Financial Statements. 6 DIGITAL ALLY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business: Digital Ally, Inc. was originally incorporated in Nevada on December 13, 2000 as Vegas Petra, Inc. and had no operations until 2004. On November 30, 2004, Vegas Petra, Inc. entered into a Plan of Merger with Digital Ally, Inc., at which time the merged entity was renamed Digital Ally, Inc. (such merged entity, the “Predecessor Registrant”). The Company formed Digital Ally International, Inc. during August 2009 to facilitate the export sales of its products. The Company formed Nobility Healthcare, LLC (“Nobility Healthcare”) in June 2021 to facilitate the operations of its revenue cycle management solutions and back-office services for healthcare organizations. The Company formed TicketSmarter, Inc. upon its acquisition of Goody Tickets, LLC and TicketSmarter, LLC, to facilitate its global ticketing operations. The Company formed Kustom Entertainment, Inc. and Kustom 440, Inc. in 2022 to create unique entertainment experiences directly for consumers. The business of the Registrant, Digital Ally, Inc. (with its wholly-owned subsidiaries, Digital Ally International, Inc., Digital Ally Healthcare, LLC (“Digital Ally Healthcare”), TicketSmarter, Inc. (“TicketSmarter”), Kustom 440, Inc. (“Kustom 440”), Kustom Entertainment, Inc., and its majority-owned subsidiary Nobility Healthcare, LLC, collectively, “Digital Ally,” “Digital,” and the “Company”), is divided into three reportable operating segments: 1) the Video Solutions Segment, 2) the Revenue Cycle Management Segment and 3) the Entertainment Segment. The Video Solutions Segment is our legacy business that produces digital video imaging, storage products, security and commercial applications. This segment includes both service and product revenues through our subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. Our entertainment sector generates product revenue through our production of live events and concerts including our annual Country Stampede music festival. The Entertainment Segment also acts as an intermediary between ticket buyers and sellers within our secondary ticketing platform, Ticketsmarter.com, and we also acquire tickets from primary sellers to then sell through various platforms. The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Such required segment information is included in Note 17. Reverse Stock Splits On May 6, 2025, the Company, acting pursuant to authority received at an annual meeting of its stockholders on December 17, 2024, filed with the Secretary of State of the State of Nevada a certificate of amendment (the “Charter Amendment”) to its articles of incorporation, as amended (the “Articles of Incorporation”), which effected a one-for-twenty reverse stock split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $ 0.001 per share (the “Common Stock”). Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:30 p.m. Eastern Time on May 6, 2025. As a result of the Reverse Stock Split, every twenty (20) shares of Common Stock were exchanged for one (1) share of Common Stock. The Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on May 7, 2025. The Reverse Stock Split did not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which remain as set forth pursuant to the Articles of Incorporation. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share, at a participant level. The Reverse Stock Split also had a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split. All historical share and per-share amounts reflected throughout the Company’s condensed consolidated financial statements and other financial information in this Report have been adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The par value per share of the Company’s Common Stock was not affected by the Reverse Stock Split. On May 22, 2025, the Company, acting pursuant to authority received at a special meeting of its stockholders on May 6, 2025, filed with the Secretary of State of the State of Nevada a certificate of amendment (the “May 22, 2025 Charter Amendment”) to its articles of incorporation, as amended, to effect a one (1)-for-one hundred (100) share reverse split (the “May 22, 2025 Reverse Stock Split”) of all of the Company’s outstanding shares of Common Stock, par value $ 0.001 per share. Pursuant to the May 22, 2025 Charter Amendment, the Reverse Stock Split became effective at 5:30 p.m. Eastern Time on May 22, 2025. As a result of the May 22, 2025 Reverse Stock Split, every one hundred (100) shares of Common Stock were exchanged for one (1) share of Common Stock. The Common Stock will begin trading on a split-adjusted basis on Nasdaq effective with the open of the market on Friday, May 23, 2025. The May 22, 2025 Reverse Stock Split did not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which remain as set forth pursuant to the Articles of Incorporation. No fractional shares of Common Stock were issued in connection with the May 22, 2025 Reverse Stock Split. Stockholders who otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share, at a participant level. The May 22, 2025 Reverse Stock Split also had a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the May 22, 2025 Reverse Stock Split. All historical share and per-share amounts reflected throughout the Company’s condensed consolidated financial statements and other financial information in this Report have been adjusted to reflect the May 22, 2025 Reverse Stock Split as if the split occurred as of the earliest period presented. The par value per share of the Company’s Common Stock was not affected by the May 22, 2025 Reverse Stock Split. 7 The following is a summary of the Company’s Significant Accounting Policies: Basis of Presentation: The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the audited consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2024. Basis of Consolidation: The accompanying condensed consolidated financial statements include the consolidated accounts of Digital Ally, its wholly-owned subsidiaries, Digital Ally International, Inc., Digital Ally Healthcare, LLC, TicketSmarter, Inc., Kustom Entertainment, Inc., Kustom 440, Inc., and its majority-owned subsidiary Nobility Healthcare, LLC. All intercompany balances and transactions have been eliminated during consolidation. Fair Value of Financial Instruments: The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and subordinated notes payable approximate fair value because of the short-term nature of these items. Revenue Recognition: The Company applies the provisions of Accounting Standards Codification (ASC) 606-10, Revenue from Contracts with Customers , and all related appropriate guidance. The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company has two different revenue streams, product and service, represented through its three segments. The Company reports all revenues on a gross basis, other than service revenues from the Company’s entertainment and revenue cycle management segments, Revenues generated by all segments are reported net of sales taxes. Video Solutions The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customer. In situations where sales are to a distributor, the Company has concluded its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration for the contract, the Company evaluates certain factors including the customers’ ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refunds or adjustment to determine the net consideration to which it expects to be entitled. As the Company’s standard payment terms are generally less than one year for product sales (although some subscriptions for services may reach out 3-5 years), it has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price, as specified on the purchase order, is considered the stand-alone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e. when the Company’s performance obligations is satisfied), which typically occurs at shipment. Further in determining whether control has been transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Customers do not have a right to return the product other than for warranty reasons for which they would only receive repair services or replacement products. The Company has also elected the practical expedient under ASC 340-40-25-4 to expense commissions for product sales when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. Service and other revenue is comprised of revenues from extended warranties, repair services, cloud revenue and software revenue. Revenue is recognized upon shipment of the product and acceptance of the service or materials by the end customer for repair services. Revenue for extended warranty, cloud service or other software-based products is over the term of the contract warranty or service period. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to these revenues is generally recognized on a straight-line basis over the contract term, as long as the other revenue recognition criteria have been met. The Company’s multiple performance obligations may include future body-worn camera devices to be delivered at defined points within a multi-year contract, and in those arrangements, the Company allocates total arrangement consideration over the life of the multi-year contract to future deliverables using management’s best estimate of selling price. 8 Revenue Cycle Management The Company reports revenue cycle management revenues on a net basis, as its primary source of revenue is its end-to-end service fees which is generally determined as a percentage of the invoice amounts collected. These service fees are reported as monthly revenue upon completion of the Company’s performance obligation to provide the agreed upon service. Entertainment The Company reports ticketing revenue on a gross or net basis based on management’s assessment of whether the Company is acting as a principal or agent in the transaction. The determination is based upon the evaluation of control over the underlying ticket, including the right to sell the ticket, prior to its transfer to the ticket buyer. The Company sells tickets held in inventory, which consists of one performance obligation, being to transfer control of an event ticket to the buyer upon confirmation of the order. The Company acts as the principal in these transactions as the ticket is owned by the Company at the time of the sale, therefore controlling the ticket prior to transferring to the customer. In these transactions, revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed. Payment is typically due upon delivery of the ticket. The Company also acts as an intermediary between buyers and sellers through online secondary marketplace. Revenues derived from this marketplace primarily consist of service fees from ticketing operations, and consists of one primary performance obligation, which is facilitating the transaction between the buyer and seller, being satisfied at the time the order has been confirmed. As the Company does not control the ticket prior to the transfer, the Company acts as an agent in these transactions. Revenue is recognized on a net basis, net of the amount due to the seller when an order is confirmed, the seller is then obligated to deliver the tickets to the buyer per the seller’s listing. Payment is due at the time of sale. Other Deferred revenue includes payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Condensed Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. During the nine months ended September 30, 2025, the Company recognized revenue of $ 4,189,321 related to its deferred revenue. Total deferred revenue consists of the following: SCHEDULE OF DEFERRED REVENUES September 30, 2025 December 31, 2024 Additions/ Reclass Recognized Revenue September 30, 2025 Deferred revenue, current $ 4,215,401 $ 1,416,761 $ 1,909,289 $ 3,722,873 Deferred revenue, non-current 6,317,472 1,169,749 2,280,032 5,207,189 $ 10,532,873 $ 2,586,510 $ 4,189,321 $ 8,930,061 December 31, 2024 December 31, 2023 Additions/ Reclass Recognized Revenue December 31, 2024 Deferred revenue, current $ 2,937,168 $ 2,799,956 $ 1,521,723 $ 4,215,401 Deferred revenue, non-current 7,340,459 1,814,351 2,837,338 6,317,472 $ 10,277,627 $ 4,614,307 $ 4,359,061 $ 10,532,873 Sales returns and allowances aggregated $ 516,208 for the nine months ended September 30, 2025. Obligations for estimated sales returns and allowances are recognized at the time of sales on an accrual basis. The accrual is determined based upon historical return rates adjusted for known changes in key variables affecting these return rates. Use of Estimates: The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated balance sheets and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management utilizes various other estimates, including but not limited to, determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of warrants, options, the recognition of revenue, inventory valuation reserve, allowances for doubtful accounts and other receivables, incremental borrowing rate on leases, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the condensed consolidated financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. 9 Cash and cash equivalents: Cash and cash equivalents include funds on hand, in bank and short-term investments with original maturities of ninety (90) days or less. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2025 and December 31, 2024, the uninsured balance amounted to $- 0 -. Restricted Cash: Restricted cash of $- 0 - was included in other assets as of September 30, 2025 and 2024, respectively. Restricted cash consists of bank deposits that collateralize a debt obligation. Such debt obligation was paid off as of December 31, 2024. The following table provides a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to cash, cash equivalents and restricted cash in the condensed consolidated statements of cash flows: SCHEDULE OF RECONCILIATION OF CASH AND CASH EQUIVALENTS September 30, 2025 September 30, 2024 Cash and cash equivalents $ 793,360 $ 415,131 Long-term restricted cash included in other assets — — Total cash, cash equivalents and restricted cash in the statements of cash flows $ 793,360 $ 415,131 Goodwill and Other Intangibles: Goodwill - In connection with acquisitions, the Company applies the provisions of ASC 805, Business Combinations, using the acquisition method of accounting. The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired is recorded as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other, the Company assesses goodwill for impairment annually as of December 31st, and more frequently if events and circumstances indicate that goodwill might be impaired. Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. Traditionally, goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating an implied fair value of goodwill. The Company has adopted ASU 2017-04 which simplifies subsequent goodwill measurement by eliminating step two from the goodwill impairment test. As a result, the Company compares the fair value of a reporting unit with its respective carrying value and recognizes an impairment charge for the amount by which the carrying amount exceeded the reporting unit’s fair value. The Company determines the fair value of its reporting units using a weighting of the income and market valuation approaches. The income approach applies a fair value methodology to each reporting unit based on discounted cash flows. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally-developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. Under the market approach, we estimate the fair value based on multiples of comparable public companies and precedent transactions. Significant estimates in the income and market approach include: future levels of revenue growth, gross profit margin, EBITDA as a percentage of revenue, cash-free debt-free net working capital as a percentage of revenue, capital expenditures as a percentage of revenue, discount rate, selection of guideline public companies and revenue market multiples. Long-lived and Other Intangible Assets - The Company periodically assesses potential impairments of its long-lived assets in accordance with the provisions of ASC 360, Accounting for the Impairment or Disposal of Long-lived Assets. An impairment review is performed whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The Company groups its assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of the other assets and liabilities. The Company has determined that the lowest level for which identifiable cash flows are available is the operating segment level. Factors considered by the Company include, but are not limited to, significant underperformance relative to historical or projected operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. When the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, the Company recognizes an impairment loss. An impairment loss is reflected as the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair value if available, or discounted cash flows, if fair value is not available. The Company assessed potential impairments of its long-lived assets as of an interim date of September 30, 2024 and concluded that there was an impairment which was recorded during the year ended December 31, 2024. After completing our 2023 annual impairment test, no events or changes in circumstances were noted that required an interim goodwill impairment test until the fiscal third quarter of 2024, when events occurred that we considered triggering events. During the third fiscal quarter of 2024, management determined that triggering events had occurred resulting from the additional decline in demand for our services, prolonged economic uncertainty, the split-off transaction did not occur when and as expected and a further decrease in our stock price. Therefore, we performed an interim impairment test as of September 30, 2024. Refer to Note 4. Goodwill and Other Intangible Assets for additional details on the interim impairment test, valuation methodologies, and inputs used in the fair value measurements. The Company also assessed potential impairments of its long-lived assets as of December 31, 2024 and concluded that there was no additional impairment as compared to its September 30, 2024 interim assessment. After completing our annual impairment test as of December 31, 2024, no events or changes in circumstances were noted that triggered the requirement for an interim goodwill impairment test for the nine months ended September 30, 2025. 10 Intangible assets include deferred patent costs, license agreements, trademarks and trade names. Legal expenses incurred in preparation of patent application have been deferred and will be amortized over the useful life of granted patents. Costs incurred in preparation of applications that are not granted will be charged to expense at that time. The Company has entered into several sublicense agreements under which it has been assigned the exclusive rights to certain licensed materials used in its products. These sublicense agreements generally require upfront payments to obtain exclusive rights to such material. The Company capitalizes the upfront payments as intangible assets and amortizes such costs over their estimated useful life on a straight-line method. Fair value of assets and liabilities acquired in business combinations: The Company allocates the amount it pays for each acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management to valuation specialists, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price that exceeds the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated growth rates, cash flows, discount rates and estimated useful lives could result in different purchase price allocations and amortization expenses in current and future periods. Transaction costs associated with these acquisitions are expensed as incurred through selling, general and administrative expenses on the condensed consolidated statement of operations. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date. The Company re-measures this liability for each reporting period and records changes in the fair value through operating income within the condensed consolidated statements of operations. Warrant Derivative Liabilities: In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants to purchase shares of Common Stock, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined that because the terms of the various warrants issued and remain outstanding, include a provision that entitles all the warrant holders to receive cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of Common Stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in the price of our Common Stock may result in significant changes in the value of the derivatives and resulting gains and losses on our condensed consolidated statement of operations. Segment Reporting The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in the condensed consolidated financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s three operating segments are Video Solutions, Revenue Cycle Management, and Entertainment, each of which has specific personnel responsible for that business and reports to the CODM. Corporate expenses capture the Company’s corporate administrative activities, is also to be reported in the segment information. Therefore, its operations are eliminated in consolidation and is not considered a separate business segment for financial reporting purposes. The Company adopted ASU 2023-07 in 2024 and applied the amendment retrospectively to all periods presented in the Company’s condensed consolidated financial statements. See Note 17, Operating Segments, for more information. Non-Controlling Interests Non-controlling interests in the Company’s Condensed Consolidated Financial Statements represent the interest in subsidiaries held by venture partners. The venture partners hold noncontrolling interests in the Company’s consolidated subsidiary Nobility Healthcare, LLC. Since the Company consolidates the financial statements of all wholly-owned and majority owned subsidiaries, the noncontrolling owners’ share of each subsidiary’s results of operations are deducted and reported as net income attributable to noncontrolling interest in the Condensed Consolidated Statements of Operations. The Company owns a 51 % equity interest in its consolidated subsidiary, Nobility Healthcare. As a result, the noncontrolling shareholders or minority interest is allocated 49 % of the income/loss of Nobility Healthcare which is reflected in the statement of income (loss) as “net income (loss) attributable to noncontrolling interests of consolidated subsidiary. New Accounting Standards Recently Adopted Accounting Standard Updates. - ASU 2023-07, Improvements to Reportable Segment Disclosures , which requires companies to disclose significant segment expenses provided to the chief operating decision maker (“CODM”) and a description of other segment items. Additionally, all existing annual disclosures must be provided on an interim basis. This ASU is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. This ASU is required to be applied retrospectively to all prior periods presented in the condensed consolidated financial statements. The Company adopted ASU 2023-07 in 2024 and applied the amendment retrospectively to all periods presented in the Company’s condensed consolidated financial statements. See Note 17, Operating Segments, for more information. Recently Issued Accounting Pronouncements. - ASU 2023-09, Improvements to Income Tax Disclosures, requires improved disclosures related to the rate reconciliation and income taxes paid. This ASU requires companies to reconcile the income tax expense attributable to continuing operations to the U.S. statutory federal income tax rate applied to pre-tax income from continuing operations. Additionally, this ASU requires companies to disclose the total amount of income taxes paid during the period. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the consolidated financial statements. The Company has evaluated the impact and determined there was no impact to the condensed consolidated financial statements as of September 30, 2025. 11 ASU 2024-03, Disaggregation of Income Statement Expenses, requires disaggregated disclosures in the notes to the consolidated financial statements of certain categories of expenses that are included in expense line items on the Consolidated Statement of Income. This ASU is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact to the Company’s condensed consolidated financial statements. ASU 2024-04, Induced Conversions of Convertible Debt Instruments, clarifies the requirement for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. This ASU is effective for annual periods beginning after December 15, 2025. Early adoption is permitted and can be applied either on a prospective basis or retrospective basis. The Company is currently evaluating the impact of this ASU to the Company’s condensed consolidated financial statements, however the Company does not anticipate this guidance having a material impact to the condensed consolidated financial statements. The other recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) are not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures. Going Concern Matters and Management’s Plans The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred substantial operating losses in the years ended December 31, 2024 and year to date September 30, 2025 primarily due to reduced gross margins caused by a combination of competitors’ introduction of newer products with more advanced features together with significant price cutting of their products and the recent acquisitions with much smaller margins than the video solutions segment, historically. The Company incurred operating losses of approximately $ 15.2 million for the year ended December 31, 2024 and $ 6.2 million during the nine months ended September 30, 2025 and it had an accumulated deficit of $ 138.8 million as of September 30, 2025. These matters raise substantial doubt about Company’s ability to continue as a going concern. In recent years the Company has accessed the public and private capital markets to raise funding through the issuance of debt and equity. In that regard, the Company raised approximately $ 15.5 million during the nine months ended September 30, 2025 and $ 4.9 million in the year ended December 31, 2024 through private placement transactions and an underwritten public offering. In February 2025, the Company completed an underwritten public offering for net proceeds of approximately $ 14.3 million and issued an unsecured promissory note, generating an additional $ 600,000 in net cash proceeds. In September 2025, the Company issued senior secured convertible notes with detachable warrants, resulting in $ 610,000 of net cash proceeds. These financing activities provided additional liquidity to execute the Company’s business plans and were used to repay debt obligations, settle accounts payable, and fund operations. Management expects to continue accessing the capital markets until the Company achieves consistent positive cash flow from operations; however, there can be no assurance as to the timing or availability of such financing. The Company will have to restore positive operating cash flows and profitability over the next year and/or raise additional capital to fund its operational plans, meet its customary payment obligations and otherwise execute its business plan. There can be no assurance that it will be successful in restoring positive cash flows and profitability, or that it can raise additional financing when needed, and obtain it on terms acceptable or favorable to the Company. During the nine months ended September 30, 2025, the Company implemented a cost-reduction program and enhanced its short- and long-term liquidity through (i) the February 2025 public equity offering, (ii) the issuance of senior secured convertible notes, and (iii) entry into a committed equity facility (the “ELOC”). Within the entertainment segment, the Company exited several large partnerships and sponsorships that did not meet expected returns; management does not expect discontinuing these arrangements to materially hinder total revenues in 2025 or thereafter. In the video segment, the Company reduced headcount and relocated to smaller, lower-cost facilities following the sale of its warehouse/office building. The Company has successfully recorded $ 8.93 million in deferred revenue as of September 30, 2025, which results in recurring revenue during the period of 2025 to 2028. The Company believes that its quality control and cost-cutting initiatives, expansion to non-law enforcement sales channels and new product introduction will eventually restore positive operating cash flows and profitability, although it can offer no assurances in this regard. As a result of the Company’s implementation of cost-cutting measures and liquidity generated by the recent public equity offerings, the Company has significantly improved its financial position. During the nine months ended September 30, 2025, the working capital deficit improved significantly to $ 115,393 from $ 19,377,507 as of December 31, 2024, and stockholders’ equity increased to a positive $ 7,516,665 from a $ 9,013,430 deficit; the Company nonetheless recorded a net loss attributable to common stockholders of $ 1,303,597 . Based on the uncertainties described above and the corrective actions implemented by management, the Company believes its business plan including the implementation of corrective actions mitigates the existence of substantial doubt about its ability to continue as a going concern within one year from the date of the issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 12 NOTE 2. INVENTORIES Inventories consisted of the following at September 30, 2025 and December 31, 2024: SCHEDULE OF INVENTORIES September 30, 2025 December 31, 2024 Raw material and component parts– video solutions segment $ 2,833,268 $ 2,589,804 Work-in-process– video solutions segment 49,400 4,906 Finished goods – video solutions segment 1,071,682 1,655,317 Finished goods – entertainment segment 435,077 505,694 Subtotal 4,389,427 4,755,721 Reserve for excess and obsolete inventory– video solutions segment ( 1,659,289 ) ( 2,037,252 ) Reserve for excess and obsolete inventory – entertainment segment ( 107,596 ) ( 132,403 ) Total inventories $ 2,622,542 $ 2,586,066 NOTE 3. PREPAID EXPENSES Prepaid expenses were the following at September 30, 2025 and December 31, 2024: SCHEDULE OF PREPAID EXPENSE September 30, 2025 December 31, 2024 Prepaid inventory $ 1,258,538 $ 1,158,867 Prepaid advertising 32,411 334,882 Prepaid commissions 129,937 131,992 Other 49,381 241,517 Total prepaid expenses $ 1,470,267 $ 1,867,258 NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024: SCHEDULE OF INTANGIBLE ASSETS September 30, 2025 Gross value Accumulated amortization Accumulated impairment Net carrying value Amortized intangible assets: Patents and trademarks (video solutions segment) $ 224,851 $ 172,872 $ — $ 51,979 Sponsorship agreement network (entertainment segment) 5,600,000 4,573,333 — 1,026,667 SEO content (entertainment segment) 600,000 600,000 — 0 Personal seat licenses (entertainment segment) 117,339 15,971 — 101,367 Website enhancements (entertainment segment) 48,572 18,808 — 29,765 Client agreements (revenue cycle management segments) 999,034 401,599 — 597,435 7,589,796 5,782,583 — 1,807,213 Indefinite life intangible assets: Goodwill (Entertainment segment) 6,112,507 — 307,000 5,805,507 Goodwill (Revenue cycle management segment) 5,480,966 — 4,322,000 1,158,966 Trade name and trademarks (entertainment segment) 900,000 — 201,000 699,000 Patents and trademarks pending (video solutions segment) 144,710 — — 144,710 Total $ 20,227,979 $ 5,782,583 $ 4,830,000 $ 9,615,396 13 December 31, 2024 Gross value Accumulated amortization Accumulated impairment Net carrying value Amortized intangible assets: Patents and trademarks (video solutions segment) $ 483,521 $ 377,459 $ — $ 106,062 Sponsorship agreement network (entertainment segment) 5,600,000 3,733,333 — 1,866,667 SEO content (entertainment segment) 600,000 500,000 — 100,000 Personal seat licenses (entertainment segment) 117,339 13,037 — 104,302 Software 23,653 — — 23,653 Website enhancements (entertainment segment) 35,900 9,833 — 26,067 Client agreements (revenue cycle management segments) 999,034 326,671 — 672,363 7,859,447 4,960,333 — 2,899,114 Indefinite life intangible assets: Goodwill (Entertainment segment) 6,112,507 — 307,000 5,805,507 Goodwill (Revenue cycle management segment) 5,480,966 — 4,322,000 1,158,966 Trade name and trademarks (entertainment segment) 900,000 — 201,000 699,000 Patents and trademarks pending (video solutions segment) 91,738 — — 91,738 Total $ 20,444,658 $ 4,960,333 $ 4,830,000 $ 10,654,325 Patents and trademarks pending will be amortized beginning at the time they are issued by the appropriate authorities. If issuance of the final patent or trademark is denied, then the amount deferred will be immediately charged to expense. Other intangible assets consist of sponsorship agreement network, SEO content, personal seat licenses, website enhancements and client agreements. These assets are recorded at cost and amortized on a straight-line basis over their estimated useful lives. SCHEDULE OF INTANGIBLE ASSETS USEFUL LIFE Intangible Asset Useful Life Patents and trademarks (video solutions segment) $ 3 years Sponsorship agreement network (entertainment segment) 5 years SEO content (entertainment segment) 4 years Personal seat licenses (entertainment segment) 30 years Software 3 years Website enhancements (entertainment segment) 3 years Client agreements (revenue cycle management segments) 10 years Amortization for the three months ended September 30, 2025 and 2024 was $ 350,535 and $ 371,772 , respectively, and $ 1,125,278 and $ 1,106,939 for the nine months ended September 30, 2025 and 2024, respectively. Estimated amortization for intangible assets with definite lives for the next five years ending December 31 and thereafter is as follows: SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS Year ending December 31: 2025 (October 1, 2025 to December 31, 2025) $ 325,007 2026 898,201 2027 112,449 2028 110,151 2029 103,815 2030 and thereafter 257,590 Total $ 1,807,213 Annual impairment test We performed an annual impairment test as of December 31, 2024 for each of our reporting units with remaining goodwill. Subsequent to completing our annual impairment test as of December 31, 2024, no events or changes in circumstances were noted that triggered the requirement for an interim goodwill impairment test for the nine months ended September 30, 2025. The fair value of each reporting unit was estimated using a weighting of the income and market valuation approaches. The income approach applied a fair value methodology to each reporting unit based on discounted cash flows. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally-developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test ranged from 20.9 % to 32.5 %. We also applied a market approach, which develops a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the operating results of the reporting units. The primary market multiples used are revenue and earnings before interest, taxes, depreciation, and amortization. The income and market approaches were equally weighted in our most recent annual impairment test, for all of the reporting units. The combined fair values for all reporting units were then reconciled to our aggregate market value of our shares of Common Stock on the date of valuation, while considering a reasonable control premium. We consider a reporting unit’s fair value to be substantially in excess of the reporting unit’s carrying value at a 25 % premium or greater. Based on our most recent impairment test, the video solutions reporting unit’s fair value was substantially in excess of its carrying value, while the revenue cycle management and entertainment segments were determined not to be impaired, as well. 14 Interim impairment test at September 30, 2024 We performed an interim impairment test as of the last day of the fiscal third quarter of 2024 as management determined that a triggering event had occurred resulting from the additional decline in demand for our services, prolonged economic uncertainty, the fact that the split-off transaction did not occur when and as expected and a further decrease in our stock price. Therefore, we performed an interim impairment test as of September 30, 2024 for our reporting units with remaining goodwill. The fair value of each reporting unit was estimated using a weighting of the income and market valuation approaches. The income approach applied a fair value methodology to each reporting unit based on discounted cash flows. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally-developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test ranged from 20.9 % to 32.5 %. We also applied a market approach, which develops a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the operating results of the reporting units. The primary market multiples used are revenue and earnings before interest, taxes, depreciation, and amortization. The income and market approaches were equally weighted in our most recent annual impairment test, for all of the reporting units. The combined fair values for all reporting units were then reconciled to our aggregate market value of our shares of Common Stock on the date of valuation, while considering a reasonable control premium. We consider a reporting unit’s fair value to be substantially in excess of the reporting unit’s carrying value at a 25 % premium or greater. Based on our most recent impairment test, the video solutions reporting unit’s fair value was substantially in excess of its carrying value, while the revenue cycle management and entertainment segments were determined to be impaired. We held goodwill of $ 5,480,966 as of September 30, 2024, related to businesses within our revenue cycle management segment. We held goodwill of $ 6,112,507 as of September 30, 2024, respectively, related to businesses within our entertainment segment. As a result of our September 30, 2024 interim impairment test, we concluded that the carrying amount of the revenue cycle management and the entertainment reporting units exceeded its estimated fair values. Thus, we recorded a non-cash goodwill impairment charge of $ 4,322,000 , related to the goodwill carrying balance for the revenue cycle management segment, and a non-cash goodwill impairment charge of $ 307,000 , related to the goodwill carrying balance for the entertainment segment, both of which was included in goodwill and intangible asset impairment charge on our Condensed Consolidated Statements of Operations for the three months ended September 30, 2024. The goodwill impairment was primarily driven by recent performance of the revenue cycle management and entertainment reporting units since our annual impairment testing date, as well as a delay in the projected timing of recovery. The remaining balance for the goodwill carrying balance related to businesses within our revenue cycle management segment was $ 1,158,966 and within the entertainment segment was $ 5,805,507 , as of September 30, 2025 and December 31, 2024. Indefinite-lived intangible assets We held indefinite-lived trade names/trademarks of $ 699,000 as of September 30, 2025 and December 31, 2024, respectively, related to businesses within our entertainment segment. As a result of our interim impairment test as of the last day of the fiscal third quarter of 2024 management concluded that the carrying amount of a trade name/trademark related to the entertainment segment exceeded its estimated fair value and we recorded a non-cash impairment charge of $ 201,000 , which was included in goodwill and intangible asset impairment charge on our Condensed Consolidated Statements of Operations for the year ended December 31, 2024. The charge was primarily driven by the split-off transaction not being completed when and as expected and our recent revenue and operating performance of the related business given a decline in demand and overall economic uncertainty. The remaining balance for this trade name/trademark was $ 699,000 as of September 30, 2025 and December 31, 2024. NOTE 5. DEBT OBLIGATIONS Debt obligations are comprised of the following: SCHEDULE OF DEBT OBLIGATIONS September 30, 2025 December 31, 2024 Economic injury disaster loan (EIDL) $ 141,948 $ 144,495 Unsecured Promissory note – Entertainment Segment 550,000 — Secured convertible note — — Commercial Extension of Credit- Entertainment Segment — 100,000 Merchant Advances – Video Solutions Segment — 1,922,750 Senior Secured Promissory Notes 806,451 3,600,000 Unamortized debt issuance costs ( 494,668 ) ( 664,719 ) Debt obligations 1,003,731 5,102,526 Less: current maturities of debt obligations 865,292 4,961,443 Debt obligations, long-term $ 138,439 $ 141,083 Debt obligations mature on an annual basis as follows as of September 30, 2025: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS September 30, 2025 2025 (October 1, 2025 to December 31, 2025) $ 628,811 2026 237,379 2027 3,677 2028 3,817 2029 and thereafter 130,047 Total $ 1,003,731 15 2020 Small Business Administration Notes . On May 12, 2020, the Company received $ 150,000 in loan funding from the SBA under the Economic Injury Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the recently enacted CARES Act. The EIDL is evidenced by a secured promissory note, dated May 8, 2020, in the original principal amount of $ 150,000 with the SBA, the lender. Under the terms of the note issued under the EIDL program, interest accrues on the outstanding principal at the rate of 3.75 % per annum. The term of such note is thirty years, though it may be payable sooner upon an event of default under such note. Monthly principal and interest payments began in November 2022, after being deferred for thirty months after the date of disbursement and total $ 731 per month thereafter. Such note may be prepaid in part or in full, at any time, without penalty. The Company granted the SBA a continuing interest in and to any and all collateral, including but not limited to tangible and intangible personal property. Unsecured Promissory Note On February 1, 2025, the Company’s Entertainment Segment entered into a $ 600,000 unsecured promissory note with a third party. The promissory note bears an interest rate of 10.0 % per annum, compounded monthly. Payments of principal and interest were originally due on May 5, 2025 , however the parties agreed to extend the term for payments of principal and interest to begin July 1, 2025 . 2024 Commercial Extension of Credit On January 22, 2024, the Company’s Entertainment segment entered an extension of credit in the form of a loan to use in marketing and operating its business in accordance with the Ticket Solution Agreement. The Lender, Ticket Evolution, Inc., agreed to extend, subject to the conditions hereof, and Borrower agreed to take, an advance for a sum of $ 75,000 with monthly advances of $ 100,000 . The advances made are recoupable from client service fees with no more than $ 25,000 being recouped in any one week. The Company paid the remaining balance in full during the nine months ended September 30, 2025. The outstanding balance as of September 30, 2025 and December 31, 2024 was $- 0 - and $ 100,000 , respectively. Merchant Cash Advances – Video Solutions Segment In November 2023, the Company obtained a short-term merchant advance, which totaled $ 1,050,000 , from a single lender to fund operations. These advances included origination fees totaling $ 50,000 for net proceeds of $ 1,000,000 . The advance is, for the most part, secured by expected future sales transactions of the Company with expected payments on a weekly basis. The Company will repay an aggregate of $ 1,512,000 to the lender. The loan bears interest at 2.9 % per week. During the year ended December 31, 2024, the Company made repayments totaling $ 1,551,250 and received additional proceeds of $ 1,144,000 and recorded additional discount of $ 980,000 . The Company refinanced this loan in April 2024 resulting in the additional proceeds received during the year ended December 31, 2024. The refinancing was deemed to be an extinguishment of debt and a loss on extinguishment of debt was recorded during the year ended December 31, 2024 of $ 68,827 . As of December 31, 2024 the outstanding principal balance was $ 1,922,750 which was paid in full during the nine months ended September 30, 2025. The remaining balance is $- 0 - as of September 30, 2025. Securities Purchase Agreement and Senior Secured Promissory Notes On November 6, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to such Purchasers, in a private placement transaction, (i) senior secured promissory notes in aggregate principal amount of $ 3,600,000 (the “Notes”), and (ii) 404 shares (the “Commitment Shares”) of the Company’s Common Stock, for aggregate gross proceeds of approximately $ 3.0 million, before deducting placement agent fees and other offering expenses payable by the Company. This private placement closed on November 7, 2024 (the “Closing Date”). Pursuant to the SPA, the Company is required to file within 30 days of the Closing Date a registration statement with the SEC for a public offering and use its reasonable best efforts to pursue and consummate a follow-on financing transaction within 90 days of the Closing Date. The proceeds of the public offering shall be first used for the repayment of the principal amounts of the Notes. The Company is also required to file within 30 days of the Closing Date a registration statement on Form S-1 (or other appropriate form if the Company is not then S-1 eligible) providing for the resale by the Purchasers of the Commitment Shares issued under the SPA. The Company is required to use commercially reasonable efforts to cause such registration statement to become effective within 60 days following the filing thereof and to keep such registration statement effective at all times until no Purchaser owns any Commitment Shares. Furthermore, pursuant to the SPA, the Company was required to complete the following: (i) the Company’s board of directors shall approve an amendment to the Company’s bylaws setting the quorum required for a special meeting of stockholders to one-third of all stockholders entitled to vote at such special meeting and (ii) the Company shall file with the SEC a preliminary proxy statement on Schedule 14A announcing a meeting of stockholders for the purpose of approving the Series A and Series B warrants issued by the Company on June 25, 2024. The senior secured promissory notes mature ninety (90) days following their issuance date (the “Maturity Date”) and shall accrue no interest unless and until an Event of Default (as defined in the senior secured promissory notes) has occurred, in which case interest shall accrue at a rate of 14% per annum during the pendency of such Event of Default. In addition, upon customary Events of Default, the Purchasers may require the Company to redeem all or any portion of the senior secured promissory notes in cash with a 125% redemption premium. The Purchasers may also require the Company to redeem all or any portion of the senior secured promissory notes in cash upon a Change of Control, as defined in the senior secured promissory notes, at the prices set forth therein. Upon a Bankruptcy Event of Default (as defined in the senior secured promissory notes), the Company shall immediately pay to the Purchasers an amount in cash representing 100% of all outstanding principal, accrued and unpaid interest , if any, in addition to any and all other amounts due under the senior secured promissory notes, without the requirement for any notice or demand or other action by the Purchaser or any other person. 16 If the Company engages in one or more subsequent financings while the senior secured promissory notes are outstanding, the Company will be required to use at least 100 % of the gross proceeds of such financing to redeem all or any portion of the senior secured promissory notes outstanding. The Company may also prepay the senior secured promissory notes in whole or in part at any time or from time to time. The senior secured promissory notes also contain customary representations and warranties and covenants of each of the parties. Subject to certain exceptions, the senior secured promissory notes are secured by a first lien and continuing security interest in and to the Collateral (as defined in the senior secured promissory notes). The net proceeds of the private placement on November 7, 2024 was $ 2,669,250 (after $ 330,750 deduction of costs of the offering). The Company allocated the net proceeds from the private placement of the senior secured promissory notes and the commitment shares based upon their relative fair values as of the date of issuance as follows: SCHEDULE OF ALLOCATED NET PROCEEDS FROM PRIVATE PLACEMENT OF SENIOR SECURED PROMISSORY NOTES AND COMMITMENT SHARES Amount Allocated to the following: Senior secured promissory notes $ 2,129,795 Commitment shares 539,455 Total $ 2,669,250 The Company paid the senior secured promissory notes off in full on February 13, 2025 with funds generated by the February 2025 public equity offering (See Note 12). Following is an analysis of the senior secured promissory notes balance: SCHEDULE OF SENIOR SECURED PROMISSORY NOTES BALANCE Amount Balance, as of December 31, 2023 $ — Issuance of senior secured promissory notes, at par 3,600,000 Discount recognized at issuance date ( 1,470,205 ) Amortization of discount 805,486 Balance, as of December 31, 2024 2,935,281 Amortization of discount 664,719 Principal payment ( 3,600,000 ) Balance, as of September 30, 2025 $ — Senior Secured Convertible Note and Committed Equity Financing On September 15, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Purchaser”), pursuant to which the Company issued Senior Secured Convertible Notes (the “September 2025 Notes”)with an aggregate original principal amount of $ 806,451 and detachable common stock purchase warrants to purchase 476,569 shares of the Company’s common stock at an exercise price of $ 2.124 per share. The September 2025 Notes were issued at a 7 % original issue discount, providing gross proceeds of $ 750,000 , and bear interest at 8 % per annum. The September 2025 Notes are convertible at the investor’s option at any time at a conversion price equal to a 10 % discount to the five-day volume-weighted average price (VWAP) preceding conversion, subject to customary anti-dilution and price-based adjustment provisions. The Company may, subject to certain conditions, redeem all or a portion of the Notes at 110 % of the outstanding principal amount. A second closing of $250,000 in additional September 2025 Notes and Detachable Warrants may occur upon the effectiveness of a resale registration statement . The September 2025 Notes are senior secured obligations, ranking senior to all existing and future indebtedness of the Company, except for specified subsidiaries that provide either a second-priority or no security interest. The Notes are secured by substantially all of the Company’s assets and guaranteed by certain subsidiaries. In connection with the transaction, the Company also entered into a Registration Rights Agreement and a Leak-Out Agreement with customary terms and conditions. The Company allocated the proceeds between the debt and equity components of the September 2025 Notes based on their relative fair values, recorded a debt discount for the value of the warrants, conversion feature, and original issue discount, and recognized a derivative liability for the variable conversion feature. The debt discount will be amortized to interest expense over the term of the September 2025 Notes using the effective-interest method, and the derivative liability will be remeasured at each reporting date, with changes in fair value recognized in earnings. 17 The net proceeds of the private placement on September 15, 2025 was $ 610,000 (after $ 140,000 deduction for the costs of the offering). The Company allocated the net proceeds from the private placement of the September 2025 Notes and the detachable warrants based upon their relative fair values as of the date of issuance as follows: SCHEDULE OF ALLOCATED NET PROCEEDS FROM PRIVATE PLACEMENT OF DETACHABLE WARRANTS Amount Allocated to the following: Senior secured promissory notes $ 290,583 Detachable warrants 319,417 Total $ 610,000 Committed Equity Financing (ELOC) On September 15, 2025 (the “Closing Date”), the Company entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an institutional investor (the “ELOC Investor”), providing a committed equity financing facility of up to $ 25 million (the “Total Commitment”) over a 36-month term. Under the agreement, and subject to certain conditions and limitations, the Company may, at its sole discretion, direct the ELOC Investor to purchase shares of its common stock (“Purchase Shares”) from time to time during the term of the facility. Concurrently with the execution of the ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement (the “ELOC Registration Rights Agreement”) with the investor, pursuant to which the Company agreed to file one or more registration statements under the Securities Act of 1933, as amended, to register the resale of shares issuable under the facility. The initial registration statement must be declared effective before any sales under the facility may occur. Upon effectiveness of the registration statement and satisfaction of other customary conditions (the “Commencement Date”), the Company may, from time to time and at its discretion, deliver written purchase notices (“ELOC Purchase Notices”) directing the ELOC Investor to purchase shares of common stock. The purchase price per share will be equal to 92 % of the lowest daily trading price of the Company’s common stock during the three-trading-day valuation period following each ELOC Purchase Notice. Each purchase is subject to specified volume and timing restrictions, including that an ELOC Purchase Notice may not be delivered within twenty-four (24) hours of a prior purchase. The ELOC Investor may not beneficially own more than 4.99% of the Company’s outstanding common stock at any time. Under Nasdaq Capital Market rules, the Company may not issue to the ELOC Investor a number of shares exceeding 19.99% of the Company’s outstanding common stock as of the execution date (the “Exchange Cap”) unless shareholder approval is obtained or certain pricing exceptions are met . As consideration for the ELOC Investor’s commitment, the Company agreed to pay a 3% commitment fee, payable through a combination of (i) shares of common stock valued based on the five-day VWAP following the effectiveness of the resale registration statement and (ii) cash funded from up to 30% of proceeds from future financings, including drawdowns under the ELOC facility . The Company also reimbursed the investor $ 30,000 for legal expenses. The ELOC Purchase Agreement includes customary restrictions on entering into other variable-rate transactions during its 36-month term and prohibits the investor from engaging in short sales or hedging transactions involving the Company’s common stock. The facility may be terminated upon the earlier of (i) the first day of the month following the 36-month anniversary of the Closing Date, (ii) the aggregate purchase price of $ 25 million having been reached, or (iii) other termination events specified in the agreement. The Company may also terminate the facility at any time after commencement upon five (5) trading days’ written notice. As of September 30, 2025, the Company has not received shareholder approval of the transactions, nor has the underlying Registration Statement been declared effective and therefore the Company has not sold any shares under the ELOC facility. The Company will record the related commitment fee and transaction costs as deferred equity issuance costs within Additional Paid-In Capital, to be amortized against proceeds from future ELOC drawdowns at such time as the Company has received shareholder approval of the transactions and the underlying Registration Statement has been declared effective. The Company intends to use any future proceeds from sales under the ELOC facility for general corporate and working capital purposes. NOTE 6. FAIR VALUE MEASUREMENT In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business. ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value) 18 The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS September 30, 2025 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 1,116 $ 1,116 $ — $ — $ 1,116 $ 1,116 December 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 4,554,640 $ 4,554,640 $ — $ — $ 4,554,640 $ 4,554,640 The following table represents the change in Level 3 tier value measurements for the nine months ended September 30, 2025: SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS Warrant Derivative Liabilities Balance, December 31, 2024 $ 4,554,640 Issuance of pre-funded warrant derivative liabilities in February 2025 public equity offering 1,803 Issuance/Activation of Series A Warrants issued in connection with the February 2025 public equity offering 1,340,214 Issuance/Activation of Series B Warrants issued in connection with the February 2025 public equity offering 5,406,408 Transition of warrant derivative liability to equity due to exercise of pre-funded warrant derivative liabilities in February 2025 public equity offering ( 1,803 ) Transition of warrant derivative liability to equity due to exercise of Series B common stock purchase warrants issued in June 2024 Private Placement ( 1,989,806 ) Transition of warrant derivative liability to equity due to exercise of Series B common stock purchase warrants issued in February 2025 Public Equity Offering ( 5,406,320 ) Transition of warrant derivative liability to equity due to elimination of net cash settlement provisions relative to the Series A common stock purchase warrants issued in February 2025 Public Equity Offering ( 530,101 ) Change in fair value of warrant derivative liabilities ( 3,373,919 ) Balance, September 30, 2025 $ 1,116 NOTE 7. ACCRUED EXPENSES Accrued expenses consisted of the following at September 30, 2025 and December 31, 2024: SCHEDULE OF ACCRUED EXPENSES September 30, 2025 December 31, 2024 Accrued warranty expense $ — $ 11,615 Accrued payroll and related fringes 57,732 428,380 Accrued sales returns and allowances 93,170 93,170 Accrued sales taxes 98,589 104,404 Accrued interest - related party — 492,177 Accrued board of directors’ fees 120,000 197,000 Customer deposits 2,400 165,779 Other 64,791 21,983 Total accrued expenses $ 436,682 $ 1,514,508 19 NOTE 8. INCOME TAXES The effective tax rate for the three and nine months ended September 30, 2025, and 2024 varied from the expected statutory rate due to the Company continuing to provide a 100 % valuation allowance on net deferred tax assets. The Company determined that it was appropriate to continue the full valuation allowance on net deferred tax assets as of September 30, 2025, primarily because of the recent operating losses. The Company incurred operating losses in recent years, and it continues to be in a three-year cumulative loss position at September 30, 2025. Accordingly, the Company determined there was not sufficient positive evidence regarding its potential for future profits to outweigh the negative evidence of our three-year cumulative loss position under the guidance provided in ASC 740. Therefore, it determined to fully reserve its deferred tax assets at September 30, 2025. The Company expects to continue to maintain a full valuation allowance until it determines that it can sustain a level of profitability that demonstrates its ability to realize these assets. To the extent the Company determines that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. Such a reversal would be recorded as an income tax benefit and, for some portion related to deductions for stock option exercises, an increase in shareholders’ equity. As of September 30, 2025, the Company had the following estimated Federal net operating loss carry-forwards available to offset future taxable income: SCHEDULE OF FEDERAL NET OPERATING LOSS CARRY FORWARDS Amount Tax years generated: 2017 and before $ 49,459,000 2018 and after 110,506,000 Federal net operating loss carry-forwards available $ 159,965,000 Such tax net operating loss carry-forwards expire between 2025 and 2043 relative to Federal net operating loss carry-forwards generated in tax years 2017 and prior. Federal net operating loss carry-forwards generated in tax years 2018 and after cannot be carried back to prior years and have an indefinite life since the enactment of the Tax Cuts and Jobs Act of 2017. The Tax Cuts and Jobs Act of 2017 further provides for an annual limitation on usage equivalent to 80% of taxable income. In addition, the Company had research and development tax credit carry-forwards totaling $ 1,796,111 available as of September 30, 2025, which expire between 2025 and 2040. The Company’s 2023 federal tax return was recently examined by the Internal Revenue Service resulting in no proposed adjustments. NOTE 9. COMMITMENTS AND CONTINGENCIES Litigation. From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. It is our policy not to disclose the specifics of any claim or threatened lawsuit until the summons and complaint are actually served on us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damage or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time. On May 31, 2022, the Company filed a lawsuit against Culp McAuley, Inc. (“Culp McAuley”) and four individuals (Brandon Culp, Campbell McAuley, Mark Depew and Larry Roberts) (collectively the “defendants”) in the United States District Court for the District of Kansas, seeking monetary damages and injunctive relief based on certain conduct by the defendants. On July 18, 2022, Culp McAuley filed its Answer to the Company’s Verified Complaint and included Counterclaims alleging breach of contract and seeking monetary damages. On August 8, 2022, the Company filed its Reply and Affirmative Defenses to the Counterclaims by, among other things, denying the allegations and any and all liability. On December 20, 2022, the Company filed a motion for leave to file a second amended complaint to add additional claims against the defendants to avoid fraudulent transfers, to pierce the corporate veil of Culp McAuley, and for remedies related to the claims for fraudulent transfers and piercing the corporate veil. On December 22, 2022, the Court issued an Order granting the Company’s motion for leave to file a second amended complaint, which was filed with the Court on December 27, 2022. Because Culp McAuley’s original counsel withdrew, Culp McAuley was ordered to obtain new counsel on or before December 2, 2022. On December 5, 2022, the Court ordered that Culp McAuley show cause in writing by December 21, 2022, why the Court should not direct the Clerk to enter default against it. On December 22, 2022, the Court directed the Clerk to enter default against Culp McAuley. On February 21, 2023, the Clerk entered default against Culp McAuley. In February and March, 2023, defendants Larry Roberts and Mark Depew filed separate motions to dismiss, respectively. The Company opposed both motions. On July 7, 2023, the Court issued an Order granting Roberts’ motion to dismiss and denying Depew’s motion to dismiss. On December 7, 2023, the Company filed an application for the Clerk’s entry of default against defendant Brandon Culp. On December 13, 2023, the Clerk entered default against Brandon Culp. 20 On January 5, 2024, the Company filed a motion for summary judgment against defendants Campbell McAuley and Mark Depew. On the same date, the Company also filed separate motions for default judgment against Culp McAuley and Brandon Culp, respectively. On January 5, 2024, defendant Mark Depew filed a motion for summary judgment against the Company. On May 17, 2024, the Court issued Orders which, respectively, (i) granted defendant Mark Depew’s motion for summary judgment against the Company; (ii) denied the Company’s motion for summary judgment against Depew; (iii) granted the Company’s motion for summary judgment against defendant Campbell McAuley; and (iv) granted the Company’s motions for default judgment against defendants Culp McAuley and Brandon Culp. Finding that defendants Brandon Culp and Campbell McAuley were each the alter ego of Culp McAuley, on June 4, 2024, the Court entered judgment in favor of the Company in the amount of $ 3,999,984 against Culp McAuley, Brandon Culp, and Campbell McAuley, jointly and severally (the “judgment”). The Company is currently uncertain as to what amount, if any, of the judgment amount it will ultimately be able to recover. On June 14, 2024, the Company filed a Notice of Appeal to the United States Court of Appeals for the Tenth Circuit from the Court’s May 17, 2024 Order that granted summary judgment in favor of Mark Depew. On December 10, 2024, the Company and Depew filed a Stipulation of Dismissal in the Tenth Circuit that ended the appeal after the Company and Depew reached a settlement. In March 2024, the Company filed a complaint against Larry Roberts (“defendant”) in the Superior Court of the State of California, County of Orange. The lawsuit arises from the defendant’s multiple breaches of his obligations to the Company. The Company seeks monetary damages based on certain conduct by the defendant. On May 28, 2024, the defendant filed a motion to strike portions of the complaint and a motion for demurrer. On October 4, 2024, the Court sustained in part and overruled in part defendant’s motion for demurrer. The Court further denied the defendant’s motion to strike in its entirety. A jury trial has been scheduled for October 19, 2026. As of September 30, 2025 and December 31, 2024, we are able to estimate a range of reasonably possible loss related to the Culp McCauley case (when taking into account, among other things, the uncertainty of recovering the judgment amount owed to the Company by Culp McAuley, Brandon Culp and Campbell McAuley, jointly and severally), our estimate of the aggregate reasonably possible loss could be the entire balance of the judgment. The Company has recorded an additional loss of $ 1,959,396 on this matter as of December 31, 2024 which together with the previously recorded losses in prior years, reduces the Company’s net exposure to zero at September 30, 2025 and December 31, 2024. Our estimate with respect to the aggregate reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties, which may change quickly and significantly from time to time, particularly if and as we engage with applicable governmental agencies or plaintiffs in connection with a proceeding. Also, the matters underlying the reasonably possible loss will change from time to time. As a result, actual results may vary significantly from the current estimate. While the ultimate resolution is unknown, based on the information currently available, we do not expect that the pending lawsuit or the enforcement of the judgment will have a material adverse effect on our operations, financial condition or cash flows. However, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of the pending lawsuit or enforcement of the judgment will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows. Notices of Failure to Satisfy a Continued Listing Rule Minimum Bid Price Requirement – On December 20, 2024, the Company received a written notification from The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the Company’s closing bid price for its Common Stock was below $ 1.00 per share for the prior thirty (30) consecutive business days. The Company has been granted a 180-calendar day compliance period, or until June 18, 2025, to regain compliance with the Minimum Bid Price Requirement. If the Company is not in compliance by June 18, 2025, the Company may be afforded a second 180-calendar day compliance period. If the Company does not regain compliance within such compliance period, including any granted extensions, its Common Stock may be subject to delisting, which delisting may be appealed to a Nasdaq hearings panel. Minimum Stockholders’ Equity Standard - On January 2, 2025, the Company received a notice (the “Notice”) from the staff of the Listing Qualifications department (the “Staff”) of Nasdaq, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), as the Company’s stockholders’ equity of ($ 2,448,310 ) , as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, was below the required minimum of $ 2.5 million, and the Company did not meet either the alternative compliance standards relating to market value of listed securities of at least $ 35 million or net income from continuing operations of at least $ 500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. Under Nasdaq listing rules and as specified in the Notice, the Company has 45 calendar days from the date of the Notice to submit to the Staff a plan to regain compliance with the Stockholders’ Equity Requirement. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for the Company to evidence compliance. The Company submitted its plan to Nasdaq to regain compliance with the Stockholders’ Equity Requirement on February 17, 2025. There can be no assurance that the Company’s plan will be accepted or that if it is, that the Company will be able to regain compliance with the Stockholders’ Equity Requirement. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting from the Nasdaq Capital Market. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel. Minimum Bid Price Requirement - On March 6, 2025, the Company received notice (the “March 6 Letter”) from the Nasdaq Staff that the Staff had determined that as of March 5, 2025, the Company’s securities had a closing bid price of $ 0.10 or less for ten consecutive trading days triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $ 0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security (the “Low Priced Stocks Rule”). As a result, the Staff determined to delist the Company’s securities from Nasdaq, unless the Company timely requests an appeal of the Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company must request a hearing no later than 4:00 p.m. Eastern Time on March 13, 2025. 21 The Company timely requested a hearing before the Panel to appeal the March 6 Letter and to address all outstanding matters, including compliance with the Minimum Bid Price Requirement, the Low-Priced Stocks Rule and the Stockholders’ Equity Requirement, which hearing date has not been set as of the date of this Form 10-K. While the appeal process is pending, the suspension of trading of the Company’s Common Stock, will be stayed and the Common Stock will continue to trade on the Nasdaq Capital Market until the hearing process concludes, and the Panel issues a written decision. The Company held its hearing with the Panel as scheduled on April 17, 2025. On May 1, 2025, the Panel rendered its decision which granted the Company’s request for continued listing on the Nasdaq Exchange. Such decision is subject to the following conditions: ● On or before May 2, 2025, the Company shall file Form 10-K for 2024 in compliance with Listing Rule 5250(c)(1). ● On or before May 20, 2025, the Company must file a public disclosure describing any transactions undertaken by the Company to increase its equity and provide an indication of its equity following those transactions. ● In addition, on or before May 20, 2025, the Company must provide the Panel with an update on its fundraising plans, and updated income projections for the next 12 months, with all underlying assumptions clearly stated. ● On or before June 6, 2025, the Company shall demonstrate compliance with the Minimum Bid Price Requirement. ● If, prior to September 2, 2025, the Company becomes non-compliant with any Listing Rule, the Company will be delisted. The Company continues to work diligently to regain and maintain compliance with the Minimum Bid Price Requirement and Stockholders’ Equity Requirement as promptly as possible. In that regard, management believes that it has achieved compliance with the Stockholders’ Equity Requirement as reported in the accompanying Statement of Stockholders’ Equity (Deficit) as of September 30, 2025. Furthermore, management believes that it has achieved compliance with the Minimum Bid Price Requirement prior to June 6, 2025, as required by the Panel. Management believes that it has met all other requirements as requested by the Panel. There are no assurances however, that the Company will be able to meet and maintain all such conditions required by the Panel. On October 17, 2025, the Company received notice from Nasdaq that notified the Company that it had regained full compliance with the Minimum Bid Price Requirement and Stockholders’ Equity Requirement. The Nasdaq has now placed the Company under a one-year Discretionary Panel Monitor. Under the Discretionary Panel Monitor, the Company will not be permitted to request additional time to regain compliance with any deficiencies that occur within the one-year period regarding noncompliance with the Periodic Filing or Bid Price Rules. Such one-year period expires on July 31, 2026 with regard to the Periodic Filing Rules and September 2, 2026 regarding the Bid Price Rules. NOTE 10. STOCK-BASED COMPENSATION The Company recorded pre-tax compensation expense related to the grant of stock options and restricted stock issued of $ 32,450 and $ 101,467 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had adopted ten separate stock option and restricted stock plans: (i) the 2005 Stock Option and Restricted Stock Plan (the “2005 Plan”), (ii) the 2006 Stock Option and Restricted Stock Plan (the “2006 Plan”), (iii) the 2007 Stock Option and Restricted Stock Plan (the “2007 Plan”), (iv) the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), (v) the 2011 Stock Option and Restricted Stock Plan (the “2011 Plan”), (vi) the 2013 Stock Option and Restricted Stock Plan (the “2013 Plan”), (vii) the 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”), (viii) the 2018 Stock Option and Restricted Stock Plan (the “2018 Plan”), (ix) the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”), and (x) the 2022 Stock Option and Restricted Stock Plan (the “2022 Plan”). The 2005 Plan, 2006 Plan, 2007 Plan, 2008 Plan, 2011 Plan, 2013 Plan, 2015 Plan, 2018 Plan, 2020 Plan and 2022 Plan are referred to as the “Plans.” Stock option grants. The Company believes that such awards better align the interests of our employees with those of its stockholders. Option awards have been granted with an exercise price equal to the market price of its stock at the date of grant with such option awards generally vesting based on the completion of continuous service and having ten-year contractual terms. These option awards typically provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company has registered all shares of Common Stock that are issuable under its Plans with the SEC. A total of 69 shares remained available for awards under the various Plans as of September 30, 2024. The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. Activity in the various Plans during the nine months ended September 30, 2025 and 2024 is reflected in the following table: SCHEDULE OF STOCK OPTIONS OUTSTANDING Options Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2025 26 $ 102,907.69 Granted — — Exercised — — Forfeited — — Outstanding at September 30, 2025 26 $ 102,907.69 Exercisable at September 30, 2025 26 $ 102,907.69 Options Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2024 27 $ 91,100.00 Granted — — Exercised — — Forfeited ( 1 ) — Outstanding at September 30, 2024 26 $ 91,100.00 Exercisable at September 30, 2024 26 $ 91,100.00 22 The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model The Plans allow for the cashless exercise of stock options. This provision allows the option holder to surrender/cancel options with an intrinsic value equivalent to the purchase/exercise price of other options exercised. There were no shares surrendered pursuant to cashless exercises during the nine months ended September 30, 2025 and 2024. At September 30, 2025 and December 31, 2024, the aggregate intrinsic value of options outstanding was approximately $- 0 - and $- 0 -, respectively, and the aggregate intrinsic value of options exercisable was approximately $- 0 - and $- 0 -, respectively. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of September 30, 2025: SCHEDULE OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS BY EXERCISE PRICE RANGE Outstanding options Weighted average Exercisable options Weighted average Exercise price range Number of options remaining contractual life Number of options remaining contractual life $ 0.01 to $ 39.999 1 6.3 years 1 6.3 years $ 40,000 to $ 69,999 7 5.8 years 7 5.8 years $ 70,000 to $ 99,999 10 4.1 years 10 4.1 years $ 100,000 to $ 129,999 7 2.9 years 7 2.9 years $ 130,000 to $ 159,999 1 0.6 years 1 0.6 years Total 26 4.1 years 26 4.1 years Restricted stock grants. The Board of Directors has granted restricted stock awards under the Plans. Restricted stock awards are valued on the date of grant and have no purchase price for the recipient. Restricted stock awards typically vest over one to four years corresponding to the anniversaries of the grant date. Under the Plans, unvested shares of restricted stock awards may be forfeited upon the termination of service to or employment with the Company, depending upon the circumstances of termination. Except for restrictions placed on the transferability of restricted stock, holders of unvested restricted stock have full stockholder’s rights, including voting rights and the right to receive cash dividends. A summary of all restricted stock activity under the equity compensation plans for the nine months ended September 30, 2025 and 2024 is as follows: SCHEDULE OF RESTRICTED STOCK ACTIVITY Number of Restricted shares Weighted average grant date fair value Nonvested balance, January 1, 2025 25 $ 10,960.00 Granted — — Vested ( 12 ) ( 7,060.00 ) Forfeited — — Nonvested balance, September 30, 2025 13 $ 9,082.31 Number of Restricted shares Weighted average grant date fair value Nonvested balance, January 1, 2024 27 $ 22,540.00 Granted 40 4,240.00 Vested ( 16 ) ( 20,120.00 ) Forfeited ( 26 ) ( 44,400.00 ) Nonvested balance, September 30, 2024 25 $ 8,680.00 The Company estimated the fair market value of these restricted stock grants based on the closing market price on the date of the grant. As of September 30, 2025, there was $ 26,084 representing total unrecognized compensation costs related to all remaining non-vested restricted stock grants, which will be amortized over the next thirty-one months in accordance with their respective vesting scale. The nonvested balance of restricted stock vests as follows: SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK Years ended Number of shares 2025 (October 1, 2025 to December 31, 2025) — 2026 6 2027 4 2028 3 2029 — 23 NOTE 11. COMMON STOCK PURCHASE WARRANTS The following table summarizes information about shares issuable under warrants outstanding during the nine months ended September 30, 2025 and 2024: SCHEDULE OF WARRANT ACTIVITY Warrants Weighted average exercise price Balance, January 1, 2025 5,448 $ 1,900.00 Issuance February 2025 – Prefunded Warrants 49,075 0.001 Issuance/activation of February 2025 – Series A Warrants 347,796 62.00 Issuance of September 2025 – Detachable Warrants 476,569 2.124 Issuance/activation of February 2025 – Series B Warrants 1,669,357 — Exercise February 2025 – Prefunded Warrants ( 49,075 ) 0.001 Exercised June 2024 - Series B warrants ( 1,897 ) 0.001 Exercised February 2025 – Series B Warrants ( 1,669,320 ) — Terminated/Cancelled — — Balance, September 30, 2025 827,953 $ 171.22 Warrants Weighted average exercise price Balance, January 1, 2024 563 $ 13,000.00 Issued 884 5,020.00 Exercised — — Terminated/Cancelled — — Balance, September 30, 2024 1,447 $ 8,120.00 The total intrinsic value of all outstanding warrants aggregated $ 88 and $ 2,128,320 as of September 30, 2025 and December 31, 2024, respectively and the weighted average remaining term was 45.6 and 42.6 months as of September 30, 2025 and 2024, respectively. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase shares of Common Stock as of September 30, 2025: SCHEDULE OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS Outstanding and exercisable warrants Exercise price Number of warrants Weighted average remaining contractual life $ — 37 2.1 years $ 2.124 476,569 5.0 years $ 62.00 347,796 4.6 years $ 1,004.00 2,989 3.7 years $ 11,000,00 188 2.5 years $ 13,000.00 188 2.5 years $ 15,000.00 186 2.5 years 827,953 4.8 years September 2025 Detachable Purchase Warrants On September 15, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued Senior Secured Convertible Notes (the “September 2025 Notes”) with an aggregate original principal amount of $ 806,451 and detachable common stock purchase warrants to purchase 476,569 shares of the Company’s common stock at an exercise price of $ 2.124 per share. The detachable common stock purchase warrants have a term of 5 years from the date of issuance. February 2025 Purchase Warrants On February 13, 2025, the Company issued pre-funded units, each consisting of one-prefunded warrant (to purchase a total of 49,075 shares of Common Stock), one Series A warrant and one Series B warrant along with the sale of units, each consisting of one share of Common Stock, one Series A warrant and one Series B warrant. The Series A and Series B warrants were exercisable only upon receipt of stockholder approval to approve each of (i) certain terms in the Series A warrants and Series B warrants and the issuance of the shares of Common Stock issuable upon the exercise of such warrants, as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC and (ii) if necessary, a proposal to amend the Company’s Articles of Incorporation, as amended, to increase the authorized share capital of the Company to an amount sufficient to cover the shares of Common Stock issuable upon the exercise of the Series A warrants and Series B warrants. The Series A Warrants were exercisable commencing upon the date of public notice of the Stockholder Approval (the “Warrant Stockholder Approval Date”) until five years after the Warrant Stockholder Approval Date, and the Series B Warrants were exercisable commencing upon the Warrant Stockholder Approval Date until two and one-half years after the Warrant Stockholder Approval Date. Both the Series A and Series B warrants contain reset provisions that are activated upon the date Stockholder Approval is obtained. The Company’s Shareholders approved the issuance of the Series A and B warrants at a Special Meeting of Shareholders on May 6, 2025 which serves as the Warrant Stockholder Approval Date. The Series A and B warrant terms provide for net cash settlement outside the control of the Company under certain circumstances. As such, the Company is required to treat the Series A and B warrants as derivative liabilities until such time as the circumstances which allow for settlement outside the control of the Company are terminated or no longer applicable. Warrant derivative liabilities treatment of the Series A and B warrants to be valued at their estimated fair value at their issuance/activation date and at each reporting date with any subsequent changes reported in the condensed consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the condensed consolidated statement of operations. 24 The pre-funded warrants were all exercised within days of their issuance therefore their total fair value was estimated to be $ 1,803 at the time of their exercise which remained the same as their fair value as of the date of issuance. The following are the assumptions used in calculating the estimated fair value of the pre-funded warrants to purchase Common Stock which were effective and exercisable upon issuance on February 13, 2025: SCHEDULE OF WARRANT MODIFICATION Pre funded warrants issuance date – February 13, 2025 assumptions Volatility – range 110.1 % Risk-free rate 4.27 % Dividend — % Remaining contractual term 0.03 years Exercise price $ 0.001 Common stock issuable under the warrants 49,075 During the nine months ended September 30, 2025, the pre-funded warrants to purchase 49,075 shares of Common Stock were fully exercised. In conjunction with the exercise of the pre-funded warrants, the Company transitioned the related warrant derivative liability totaling $ 1,803 to equity as of their exercise date. The warrant derivative liability related to the pre-funded warrants was $- 0 - as of September 30, 2025. The Series A warrants were issued/activated on Warrant Shareholder Approval Date of May 6, 2025 and their total fair value was estimated to be $ 1,340,214 at the time of their issuance/activation. The following are the assumptions used in calculating the estimated fair value of the Series A warrants to purchase Common Stock which were effective and exercisable upon the Warrant Shareholder Approval Date of May 6, 2025: Series A warrants issuance/activation date – May 6, 2025 assumptions Volatility – range 158.07 % Risk-free rate 3.87 % Dividend — % Remaining contractual term 5.0 years Exercise price $ 62.00 Common stock issuable under the warrants 347,796 On June 27, 2025, the circumstances under which the Series A warrant terms allow for settlement outside the control of the Company were terminated and no longer applicable. Therefore, the Company determined the fair value of the warrant liability as of that date ($ 530,101 ) and transitioned that value to equity as the Series A warrants were no longer treated as warrant derivative liabilities. In conjunction with change in warrant liability treatment of the Series A warrant on June 27, 2025, the Company transitioned the related warrant derivative liability totaling $ 530,101 to equity. The following are the assumptions used in calculating the estimated fair value of the Series A warrants to purchase Common Stock as of transition date of June 27, 2025: Series A warrants transition date – June 27, 2025 assumptions Volatility – range 154.71 % Risk-free rate 3.79 % Dividend — % Remaining contractual term 4.86 years Exercise price $ 62.00 Common stock issuable under the warrants 347,796 The Series B warrants were issued/activated on Warrant Shareholder Approval Date of May 6, 2025 which based on the reset provisions a total of 1,669,357 Series B were issued at a zero exercise price and their total fair value was estimated to be $ 5,406,408 . The Series B Warrants contain a zero-exercise price option at the holder’s election. Under the zero-exercise price option, a holder of the Series B Warrant has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise of the Series B Warrant and (y) three (3.0). As a result of this feature, we did not receive nor did we expect to receive any cash proceeds from the exercise of the Series B Warrants because it is highly unlikely that a Series B Warrant holder would elect to pay an exercise price in cash to receive one share of common stock when they could elect the alternate cashless exercise option and pay no exercise price to receive more shares of common stock than they would receive if they did pay an exercise price. The following are the assumptions used in calculating the estimated fair value of the Series B warrants to purchase Common Stock which were effective and exercisable upon the Warrant Shareholder Approval Date of May 6, 2025: Series B warrants issuance/activation date – May 6, 2025 assumptions Volatility – range 195.04 % Risk-free rate 3.87 % Dividend — % Remaining contractual term 2.5 years Exercise price $ 0.00 Common stock issuable under the warrants 1,669,357 25 Of the 1,669,357 total Series B warrants issued on May 6, 2025 a total of 1,669,320 warrants valued at $ 5,406,320 were immediately exercised by their holders and transitioned to equity during the three and nine months ended September 30, 2025. There remain 37 Series B warrants issued and outstanding at September 30, 2025 which were valued at $ 88 . 2024 Purchase Warrants On June 25, 2024, the Company issued Series A and prefunded warrants to purchase a total of 88,411 shares of Common Stock along with the sale of Common Stock. The Company also issued Series B Warrants that will be issuable and exercisable at any time or times on or after the date that relevant stockholder approval is obtained in addition to the Series A warrants that are not included in outstanding warrants until such time as relevant stockholder approval is obtained. Both the Series A and Series B warrants have reset provisions that are activated upon the date relevant stockholder approval is obtained. The warrant terms provide for net cash settlement outside the control of the Company under certain circumstances. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the condensed consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the condensed consolidated statement of operations. The Series B warrants issued in this transaction become issuable and exercisable on the date that relevant stockholder approval is obtained, if ever. Relevant stockholder approval was obtained on December 17, 2024 which activated the Series A and B warrants. Both the Series A and Series B warrants also contain price and warrant reset provisions that were activated upon the date of relevant stockholder approval. The reset provisions increased the number of common shares issuable under the Series A warrant from 59,761 to 298,805 shares and the exercise price per Series A warrant was reduced from $ 50.20 to $ 10.04 per share effective December 17, 2024. In addition, the Series B warrants became effective and exercisable upon relevant stockholder approval on December 17, 2024 which resulted in 238,339 common shares issuable under the Series B warrants with an exercise price of $ 0.001 per share effective December 17, 2024. The Company recognized the full Series B warrant derivative liability value of $ 2,865,727 as of the date of relevant stockholder approval when it became effective and exercisable of which $ 454,150 was recorded in equity and $ 2,411,577 was charged as a loss in the consolidated statement of operations for the year ended December 31, 2024. The following are the assumptions used in calculating the estimated fair value of the detachable Series B warrants to purchase Common Stock which became effective and exercisable upon relevant stockholder approval on December 17, 2024 and on December 31, 2024: Series B issuance date - December 17, 2024 assumptions Series B - December 31, 2024 assumptions Volatility – range 105.5 % 105.7 % Risk-free rate 4.26 % 4.38 % Dividend — % — % Remaining contractual term 4.5 years 4.48 years Exercise price $ 0.001 $ 0.001 Common stock issuable under the warrants 238,339 189,689 During the year ended December 31, 2024, prefunded warrants to purchase 28,650 shares of Common Stock were fully exercised. No pre-funded warrants were exercised during the three months ended September 30, 2025. In conjunction with the exercise of the Series B warrants, the Company transitioned the related warrant derivative liability totaling $ 584,955 to equity as of their exercise date in 2024. The warrant derivative liability related to the remaining unexercised Series B warrants was $ 1,989,806 as of December 31, 2024. The change in fair value of the Series B warrant derivative liability from their issuance date through December 31, 2024 totaled $ 290,965 which was included as a loss in the condensed consolidated statement of operations for the year ended December 31, 2024. During the nine months ended September 30, 2025, Series B warrants to purchase 1,897 shares of Common Stock were fully exercised. In conjunction with the exercise of the Series B warrants, the Company transitioned the related warrant derivative liability totaling $ 1,989,806 to equity as of their exercise date. The warrant derivative liability related to the Series B warrants was $- 0 - as of September 30, 2025, as they are now fully exercised. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated fair value of the derivative liability relative to the prefunded warrants and Series A warrants as of their date of issuance and as of December 31, 2024 and September 30, 2025: Issuance date assumptions December 31, 2024 assumptions September 30, 2025 assumptions Volatility – range 72.1 - 101.1 % 105.7 % 151.59 % Risk-free rate 4.25 – 5.46 % 4.38 % 3.68 % Dividend — % — % — % Remaining contractual term 0.1 - 5.0 years 4.5 years 3.7 years Exercise price $ 5,020.00 $ 1,004.00 1,004.00 Common stock issuable under the warrants 884 2,989 2,989 The Company recognized the fair value of the Series A warrants of $ 1,998,074 as a warrant derivative liability as of the date of issuance. There have been no Series A warrants exercised through September 30, 2025. The fair value of the warrant derivative liability related to the Series A warrants was $ 1,853 and $ 2,408,598 as of September 30, 2025 and December 31, 2024, respectively. The change in fair value of the Series A warrant derivative liability from December 31, 2024 to September 30, 2025 totaled $ 2,406,745 which was included as a gain in the condensed consolidated statements of operations for the nine months ended September 30, 2025. 26 2023 Purchase Warrants On April 5, 2023, the Company issued warrants to purchase a total of 562 shares of Common Stock. The warrant terms provide for net cash settlement outside the control of the Company under certain circumstances. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the condensed consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the condensed consolidated statement of operations. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated fair value of the warrant derivative liabilities as of September 30, 2025 and as of December 31, 2024: December 31, 2024 assumptions September 30, 2025 assumptions Volatility – range 109.5 % 151.59 % Risk-free rate 4.38 % 3.68 % Dividend — % — % Remaining contractual term 3.3 years 2.5 years Exercise price 11,000.00 – 15,000.00 11,000.00 – 15,000.00 Common stock issuable under the warrants 562 562 NOTE 12 - STOCKHOLDERS’ EQUITY Senior Secured Convertible Note and Committed Equity Financing On September 15, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor (the “Purchaser”), pursuant to which the Company issued Senior Secured Convertible Notes with an aggregate original principal amount of $ 806,451 and Warrants to purchase 476,569 shares of the Company’s common stock at an exercise price of $ 2.124 per share. The Notes were issued at a 7 % original issue discount, providing gross proceeds of $ 750,000 , and bear interest at 8 % per annum. The net proceeds of the private placement on September 15, 2025 was $ 610,000 (after $ 140,000 deduction of costs of the offering). The Company allocated the net proceeds from the private placement of the senior secured promissory notes and the detachable warrants based upon their relative fair values as of the date of issuance as follows: SCHEDULE OF NET PROCEEDS FROM THE PRIVATE PLACEMENT Amount Allocated to the following: Senior secured promissory notes $ 290,583 Detachable warrants 319,417 Total $ 610,000 Committed Equity Financing (ELOC) On September 15, 2025 (the “Closing Date”), the Company entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an institutional investor (the “ELOC Investor”), providing a committed equity financing facility of up to $ 25 million (the “Total Commitment”) over a 36-month term. Under the agreement, and subject to certain conditions and limitations, the Company may, at its sole discretion, direct the ELOC Investor to purchase shares of its common stock (“Purchase Shares”) from time to time during the term of the facility. February 2025 Public Equity Offering On February 13, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”) for the sale and issuance of (i) 3,925 units at a public offering price per unit of $ 300.00 with each Unit consisting of one share of Common Stock, one Series A warrant to purchase one share of Common Stock at an exercise price of $ 375.00 per share and one Series B warrant to purchase one share of Common Stock at an exercise price of $ 600.00 and (ii) 46,075 pre-funded units at a public offering price of $ 298.00 per pre-funded unit, with each pre-funded unit consisting of one pre-funded warrant exercisable for one share of Common Stock at an exercise price of $ 0.001 per share, one Series A warrant and one Series B warrant. The pre-funded warrants were immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The Series A and Series B warrants are exercisable only upon receipt of stockholder approval of (i) certain terms in the Series A and B warrants and the issuance of the shares of Common Stock issuable upon the exercise of such Series A and Series B warrants, as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC and (ii) if necessary, a proposal to amend the Company’s Articles of Incorporation, to increase the authorized share capital of the Company to an amount sufficient to cover the shares of Common Stock issuable upon the exercise of the Series A and Series B warrants. The Series A warrants will be exercisable commencing upon the date of public notice of Stockholder Approval until five years after such date, and the Series B Warrants will be exercisable commencing upon the date of public notice of Stockholder Approval until two and one-half years after such date. 27 The offering closed on February 14, 2025. The net proceeds to the Company from the offering were approximately $ 13.48 million, after deducting underwriter’s fees and the payment of other offering expenses associated with the offering payable by the Company. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, to pay amounts owed under a short-term merchant advance and to pay in full the aggregate face value of senior secured promissory notes that were previously issued as part of a private placement that the Company entered into with certain institutional investors on November 6, 2024. The Company granted the Underwriter an option to purchase additional shares of Common Stock and/or Series A and Series B warrants of (i) up to 15.0 % of the number of shares of Common Stock sold in the offering, (ii) up to 15.0% of the number of Series A warrants sold in the offering and (iii) up to 15.0 % of the number of Series B warrants sold in the offering. The Underwriter may exercise this option in whole or in part at any time within forty-five calendar days after the date of the final prospectus relating to the offering. The Underwriter may exercise the over-allotment option with respect to shares of Common Stock only, Series A and Series B warrants only, or any combination thereof. The purchase price to be paid per additional share of Common Stock will be equal to the public offering price of one Unit (less $ 0.00001 allocated to each Series A and Series B warrants), as applicable, less the underwriting discount, and the purchase price to be paid per over-allotment Series A and Series B warrants will be $ 0.00001 . On February 14, 2025, the Underwriter exercised its over-allotment option with respect to 3,000 pre-funded warrants/common shares, 7,500 Series A warrants and 7,500 Series B warrants. Settlement occurred on April 17, 2025. Aegis Capital Corp. served as the sole book-running manager in the offering, pursuant to the terms of the Underwriting Agreement, and received seven percent ( 7 %) of the aggregate purchase price paid by investors in the offering, a one percent ( 1 %) non-accountable expense and reimbursement of the legal fees of its counsel. The units and pre-funded units were offered by the Company pursuant to an effective registration statement on Form S-1, as amended, which was declared effective by the SEC on February 12, 2025. The final prospectus relating to the offering was filed with the SEC on February 13, 2025. The aggregate net proceeds to the Company from the offering including the underwriters exercise of their overallotment option were approximately $ 14,308,300 , after deducting underwriter’s fees and the payment of other offering expenses associated with the offering payable by the Company. 2024 Issuance of Restricted Common Stock In January 2024, the board of directors approved the grant of 27 shares of Common Stock to officers of the Company. Such shares will generally vest over a period of one to five years on their respective anniversary dates in January through January 2028, provided that each grantee remains an officer or employee on such dates. Additionally, the board of directors approved the grant of 13 restricted common shares to certain new employees of the Company. Such shares will generally vest over a period of one 1 to two years on their respective anniversary dates from January through January 2026, provided that each grantee remains an employee of the company on such dates. 2024 Private Placement Transaction On June 24, 2024, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Purchasers”) for aggregate gross proceeds of approximately $ 2.9 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. As part of the Private Placement, the Company issued an aggregate of 60 units and pre-funded units (collectively, the “June Units”) at a purchase price of $ 5020.00 per unit (less $ 0.001 per pre-funded unit). Each June Unit consists of (i) one share of Common Stock (or one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrants”)), (ii) one Series A warrant to purchase one share of Common Stock (the “Series A Warrant”) and (iii) one Series B warrant to purchase such number of shares of Common Stock as will be determined on the Reset Date and in accordance with the terms therein (the “Series B Warrant”, and together with the Series A Warrant, the “Warrants”). Securities Purchase Agreement and Senior Secured Promissory Notes On November 6, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors, in a private placement transaction, (i) senior secured promissory notes in aggregate principal amount of $ 3,600,000 , and (ii) 404 shares (the “Commitment Shares”) of the Company’s Common Stock, for aggregate gross proceeds of approximately $ 3.0 million, before deducting placement agent fees and other offering expenses payable by the Company. This private placement closed on November 7, 2024. The net proceeds of the private placement on November 7, 2024 was $ 2,669,250 (after $ 330,750 deduction of costs of the offering). The Company allocated the net proceeds from the private placement of the senior secured promissory notes and the commitment shares based upon their relative fair values as of the date of issuance as follows: Amount Allocated to the following: Senior secured promissory notes $ 2,129,795 Commitment shares 539,455 Total $ 2,669,250 28 Cancellation of Restricted Stock During the nine months ended September 30, 2025 and 2024, the Company cancelled - 0 - and 1 shares due to termination of employees, respectively. Exercise of Prefunded Warrants During the three months ended September 30, 2025, prefunded warrants to purchase 49,075 shares of Common Stock that were issued in conjunction with the February 2025 public equity offering of Common Stock, were fully exercised at an exercise price of $ 0.001 per share. During the three months ended September 30, 2025, Series B warrants to purchase 1,897 shares of Common Stock that were issued in conjunction with the June 2024 public equity offering of Common Stock, were fully exercised for total proceeds of $ 3,793 . In conjunction with the exercise of the Series B warrants, the Company transitioned the related warrant derivative liability totaling $ 1,989,806 to equity as of their exercise date. Noncontrolling Interests The Company has a 51 % equity interest in its consolidated subsidiary, Nobility Healthcare. As a result, the noncontrolling shareholders or minority interest is allocated 49 % of the income/loss of Nobility Healthcare which is reflected in the condensed consolidated statement of operations as “net income (loss) attributable to noncontrolling interests of consolidated subsidiary”. We reported net (loss) income attributable to noncontrolling interests of consolidated subsidiary of $ ( 58,525 ) and $ 2,000,206 for the three months ended September 30, 2025 and 2024, respectively and $ ( 118,133 ) and $ 1,939,143 for the nine months ended September 30, 2025 and 2024, respectively. NOTE 13. RELATED PARTY TRANSACTIONS Transactions with Managing Member of Nobility Healthcare The Company accrued reimbursable expenses payable to Nobility, LLC totaling $ 42,082 and $ 245,716 as of September 30, 2025 and December 31, 2024, respectively. Total management fees accrued and payable in accordance with the operating agreement totaled $ 20,933 and $ 38,625 as of September 30, 2025 and December 31, 2024, respectively. The company recorded management fee expense of $ 30,255 and $ 22,403 for the nine months ended September 30, 2025 and 2024, respectively. Transactions with Related Party of TicketSmarter On September 22, 2023, a trust, the beneficiaries of which are an officer of TicketSmarter’s and his spouse, made a loan in the amount of $ 2,325,000 to TicketSmarter to support TicketSmarter’s operations. On October 2, 2023 an additional $ 375,000 was advanced to Ticketsmarter. The transaction was recorded as a related party note payable (the “TicketSmarter Related Party Note”). The TicketSmarter Related Party Note bears interest of 13.25 % per annum with repayment beginning January 2, 2024. As of December 31, 2024 the entire TicketSmarter Related Party note balance totaled $ 2,700,000 , and was classified as current, with an accrued interest balance of $ 488,711 . The use of proceeds of the TicketSmarter Related Party Note was to resolve numerous outstanding payables at a discounted rate, the discount received to resolve such outstanding payables is recognized as a gain on extinguishment of liabilities on the condensed consolidated statement of operations. Additionally, these negotiations relieved TicketSmarter of numerous future obligations following fiscal year 2023. On August 19, 2024, the parties agreed to amend the note whereby the repayment dates were extended to begin on January 2, 2025 and continue at $ 54,000 for 50 consecutive weeks plus interest. The parties did not change any other provisions or terms of the note. The amendment was determined to be a modification of the note rather than an extinguishment and reissuance of a new note. Payments totaling $ 22,000 have been made through September 30, 2025. On March 20, 2025, the parties agreed to a second modification of the TicketSmarter Related Party Note. The modification eliminated all accrued interest totaling $ 582,203 as of the date of the second modification, reduced the interest rate from 13.25 % per annum to 8 % per annum, and extended and reduced the repayment amount from $ 54,000 per week to $ 11,000 per week beginning April 1, 2025. The modification was deemed to be an extinguishment of debt resulting in a gain on extinguishment of note payable – related party of $ 1,249,372 during the three months ended March 31, 2025. At the time of the modification, management considered the officer’s lack Company-wide policy making authority and de-minimis beneficial ownership in the Company to determine that in its estimation the officer did not act in his capacity as an equity holder in the Company when negotiating the March 20, 2025 debt modification. On June 4, 2025, the parties agreed to a third modification of the TicketSmarter Related Party Note. The modification reduced the outstanding principal amount from $ 2,678,000 to $ 2,000,000 , eliminated all accrued interest totaling $ 43,515 as of the date of the third modification, the interest rate remained at 8 % per annum, and extended and reduced the repayment amount from $ 11,000 per week to $ 9,600 per week beginning January 1, 2026. The modification was deemed to be an extinguishment of debt resulting in a gain on extinguishment of note payable – related party of $ 622,622 during the three and nine months ended September 30, 2025. At the time of the June 4, 2025 modification, management considered the repetitive nature of the modifications as an indication that the Officer was acting more in his capacity as an equity holder than as a creditor. In addition, management reconsidered the accounting treatment for the March 20, 2025 modification and changed its estimate whereby, the officer was more likely than not acting in his capacity as an equity holder in the Company when negotiating the March 20, 2025 debt modification, as well. As a result, the Company determined to treat the $ 622,622 gain on the June 4, 2025 modification as a deemed contribution of capital rather than a gain recognized in the condensed consolidated statement of operations. In addition, the Company reconsidered the accounting treatment for the $ 1,249,372 gain on the March 20, 2025 modification and determined to treat it as a deemed contribution of capital rather than a gain recognized in the condensed consolidated statement of operations. Therefore the $ 1,249,372 gain on the March 20, 2025 modification was reversed during the quarter ended June 30, 2025 and recorded as a deemed contribution of capital rather than a gain recognized in the condensed consolidated statement of operations. 29 Company Related Party Note On August 22, 2024, Digital Ally’s Chief Executive Officer, made a loan in the amount of $ 100,000 to the Company to support its operations. In addition, on October 24, 2024, Digital Ally’s Chief Executive Officer, made an additional loan in the amount of $ 40,000 to the Company to support its operations. These transactions were recorded as related party notes payable (the “Company Related Party Notes”). The Company Related Party Notes bear interest at prime rate ( 8.00 % as of September 30, 2025 and December 31, 2024) per annum with repayment due on demand. The Company paid off the Company Related Party Notes in full during the nine months ended September 30, 2025. As of December 31, 2024, the entire Company Related Party note of $ 140,000 , is classified as current, with an accrued interest balance of $ 3,465 . The Company Related Party Notes balance is $- 0 - and $ 140,000 and an accrued interest balance of $- 0 - and $ 3,465 as of September 30, 2025 and December 31, 2024, respectively. Master Distribution Agreement On June 11, 2025 the Company entered into an exclusive global Master Distribution Agreement with Redwood Scientific Technologies, (“Redwood”) granting the Company the rights to distribute Redwood’s nicotine cessation products, including TBX-Free and TBX Vape-Free. This strategic partnership positions Digital Ally as the commercialization partner for products aimed at helping Americans overcome addiction to cigarettes and vape devices. Redwood is preparing to validate the efficacy of these products as it prepares to submit its products for clinical trials utilizing a double-blind, randomized scientific study to support the efficacy of such products No sales or marketing of the product will occur until the clinical study concludes and the efficacy is evaluated and confirmed. There can be no assurance whether and when the clinical study will be concluded and what the ultimate results will be. The agreement provides the Company with comprehensive rights to Redwood’s technologies, brands, trademarks, manufacturing processes, vendor relationships, and additional assets. The two key products, TBX-Free and TBX Vape-Free, are designed to address significant health concerns. TBX-Free targets traditional cigarette smokers, while TBX Vape-Free is the first-of-its-kind oral thin-film solution specifically designed for vape users, addressing a critical gap in addiction treatment options. The Company paid $ 50,000 on July 8, 2025 to enter into the global Master Distribution Agreement with Redwood which included warrants to acquire a minority ownership position in Redwood for a period of 5 years. The Company’s CEO and CFO are minority beneficial shareholders of Redwood. There have been no other transactions during the three and nine months ended September 30, 2025, between the Company and Redwood. NOTE 14. GAIN ON EXTINGUISHMENT OF LIABILITIES The Company recorded gains on the extinguishment of liabilities for the three months ended September 30, 2025 and 2024 of $ 13,275 , and $ 9,385 , respectively, and $ 2,243,991 , and $ 691,730 for the nine months ended September 30, 2025 and 2024, respectively. The gains reflect income related to the video solutions and entertainment segment’s ability to negotiate down payables and other contract obligations during the three months ended September 30, 2025 utilizing funds generated by the closing of the February 2025 public equity offering on February 13, 2025. The discount received was recognized as a gain on extinguishment of liabilities in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024. The gain on extinguishment of liabilities was $ 691,730 for the nine months ended September 30, 2024, reflects income related to the entertainment segment’s ability to negotiate down payables and other contract obligations during the period. The Company utilized funds from the related party note payable to resolve numerous outstanding payables at a discounted rate, the discount received was recognized as a gain on extinguishment of liabilities in the condensed consolidated statement of operations for the nine months ended September 30, 2024. NOTE 15. NET LOSS PER SHARE The calculations of the weighted average number of shares outstanding and loss per share outstanding for the three and nine months ended September 30, 2025 and 2024 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2025 2024 2025 2024 Three Months Ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Numerator for basic and diluted loss per share – Net loss attributable to common stockholders $ ( 1,021,867 ) $ ( 3,470,506 ) $ ( 1,303,597 ) $ ( 12,485,388 ) Denominator for basic loss per share – weighted average shares outstanding 1,727,421 1,910 930,386 1,602 Dilutive effect of shares issuable under stock options outstanding — — — — Dilutive effect of shares issuable under common stock purchase warrants — — — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 1,727,421 1,910 930,386 1,602 Net loss per share: Basic $ ( 0.59 ) $ ( 1,817.02 ) $ ( 1.40 ) $ ( 7,793.63 ) Diluted $ ( 0.59 ) $ ( 1,817.02 ) $ ( 1.40 ) $ ( 7,793.63 ) 30 Basic loss per share is based upon the weighted average number of shares of Common Stock outstanding during the period. For the three and nine months ended September 30, 2025 and 2024, all shares issuable upon the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted loss per share. NOTE 16. COUNTRY STAMPEDE ACQUISITION On March 1, 2024, Kustom 440, entered into an Asset Purchase Agreement (the “Acquisition Agreement”) with JC Entertainment, LLC, a Kansas limited liability company (“JC Entertainment”). Pursuant to the Acquisition Agreement, Kustom 440 acquired certain assets associated with a music entertainment event (“Country Stampede”), including all intellectual property arising out of and relating to Country Stampede (“Country Stampede Intellectual Property”) and certain contracts in which JC Entertainment is a party to host and operate the 2024 Country Stampede (the “Assumed Contracts”, and together with the Country Stampede Intellectual Property, the “Purchased Assets”). As consideration for acquiring the Purchased Assets, Kustom 440 paid JC Entertainment the aggregate purchase price amount $ 542,959 , with the sum of $ 400,000 paid at the time of closing (“Closing”), and the remainder to be paid on or before thirty days from the time of Closing. Kustom 440 shall receive a credit for all non-refunded festival ticket sales for the 2024 Country Stampede to be calculated immediately prior to Closing, and JC Entertainment shall be entitled to keep all ticket sale proceeds made and/or received prior to Closing. Kustom 440 shall be obligated, to the extent a refund is sought after Closing, to provide such refund, if appropriate, to the customer requesting a refund, and shall indemnify and hold harmless JC Entertainment from all claims, liabilities, costs, suits, or the like relating to such refund request. The Company accounts for business combinations using the acquisition method and the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the Country Stampede Acquisition has been allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the Country Stampede Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our condensed consolidated financial statements. The Country Stampede Acquisition was structured as an asset purchase; however the parties agreed to coordinate the election to invoke IRS Section 338(h)(10) in relation to this transaction for tax purposes. Therefore, the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will be amortized over 15 years for income tax filing purposes. Likewise, the other acquired assets were stepped up to fair value and is deductible for income tax purposes. The results of operations of acquired businesses are included in the condensed consolidated statement of operations from the acquisition date. The purchase price of the Country Stampede Acquisition was allocated to tangible assets, goodwill, identifiable intangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the acquisition. The Company retained the services of an independent valuation firm to determine the fair value of these identifiable intangible assets. The Company has finalized the estimated fair value of assets acquired, and liabilities assumed in the Country Stampede Acquisition which are as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION As allocated (Final) Description March 1, 2024 Assets acquired (provisional): Tangible assets acquired $ 305,000 Identifiable intangible assets acquired (Trademarks and trade names) 300,000 Goodwill 225,959 Liabilities assumed ( 288,000 ) Net assets acquired and liabilities assumed $ 542,959 Consideration: Cash paid at Country Stampede Acquisition date $ 400,000 Cash paid subsequent to closing 142,959 Total Country Stampede Acquisition purchase price $ 542,959 During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. There were no additional assets or liabilities recognized during the measurement period that ended March 1, 2025, the amounts of assets or liabilities previously recognized on a preliminary basis are now final. 31 NOTE 17. OPERATING SEGMENTS The Company adopted ASU 2023-07 in 2024 and applied the amendment retrospectively to all periods presented in the Company’s condensed consolidated financial statements. Segment financial information is prepared in accordance with GAAP and our significant accounting policies described in Note 1. Resources are allocated and performance is assessed using segment operating income by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”). Our CODM utilizes segment operating income when making decisions about allocating capital and personnel to the segments, predominantly in the annual budget and quarterly forecasting processes. In addition, our CODM uses operating income, including comparison of actual results to budget and forecast, in assessing the performance of each segment and in evaluating product pricing, distribution strategies and marketing investments. Our CODM reviews balance sheet information at a consolidated level. We compute segment operating income based on net sales revenue, less cost of goods sold, SG&A, asset impairment charges and restructuring charges. The SG&A used to compute each segment’s operating income is directly associated with the segment. We do not allocate non-operating income and expense, including interest or income taxes, to operating segments. We operate in three strategic business segments. The Video Solutions Segment encompasses our law, commercial, and shield divisions. This segment includes both service and product revenues through our subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Entertainment Segment acts as an intermediary between ticket buyers and sellers within our secondary ticketing platform, ticketsmarter.com, and we also acquire tickets from primary sellers to then sell through various platforms. The Company’s corporate administration activities are reported in the corporate line item. These activities primarily include expense related to certain corporate officers and support staff, certain accounting staff, expense related to the Company’s Board of Directors, stock option expense for options granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes. Summarized financial information for the Company’s reportable business segments is provided for the three months ended September 30, 2025, and 2024: SCHEDULE OF SEGMENT REPORTING Video Solutions Entertainment Revenue cycle Management Corporate and other Total Three months ended September 30, 2025 Video Solutions Entertainment Revenue cycle Management Corporate and other Total Net revenues: Product $ 229,629 $ 434,793 $ — $ — $ 664,422 Service 1,216,592 1,294,980 1,361,163 — 3,872,735 Total segment net revenues 1,446,221 1,729,773 1,361,163 — 4,537,157 Less significant segment expense Cost of Revenue - Product 476,667 428,523 — — 905,190 Cost of Revenue – Service and other 298,605 1,111,577 850,210 — 2,260,392 Research and development expense 137,755 — — — 137,755 Selling, advertising and promotional expense 72,392 34,557 3,057 — 110,006 Goodwill and intangible asset impairment charge General and administrative expense 280,744 781,366 388,460 795,026 2,245,596 Total segment operating income (loss) $ 180,058 $ ( 626,250 ) $ 119,436 $ ( 795,026 ) ( 1,121,782 ) Non-operating (expenses) income: Interest income 17,887 Interest expense ( 90,697 ) Change in fair value of derivative liabilities 839 Gain on the extinguishment of liabilities 13,275 Gain on extinguishment of debt – related party — Gain on sale of property, plant and equipment Gain on sale of intangibles Other non-operating income (loss) 217,136 Total non-operating income (loss) 158,440 Income before income tax benefit (provision) $ ( 963,342 ) Depreciation and amortization expense $ 36,334 $ 336,549 $ 26,756 $ — $ 399,639 Total identifiable assets, net of eliminations $ 11,113,519 $ 4,538,676 $ 4,712,364 $ 4,711,482 $ 25,076,041 32 Video Solutions Entertainment Revenue cycle Management Corporate and other Total Three months ended September 30, 2024 Video Solutions Entertainment Revenue cycle Management Corporate and other Total Net revenues: Product $ 306,245 $ 497,700 $ — $ — $ 803,945 Service 890,117 755,857 1,601,792 — 3,247,766 Total segment net revenues 1,196,362 1,253,557 1,601,792 — $ 4,051,711 Less significant segment expenses: Cost of Revenue - Product 157,336 390,226 — — 547,562 Cost of Revenue – Service and other 269,962 935,070 559,143 — 1,764,175 Research and development expense 210,818 — — — 210,818 Selling, advertising and promotional expense 220,342 187,231 7,154 — 414,727 Goodwill and intangible asset impairment charge — — 4,830,000 — 4,830,000 General and administrative expense 248,849 1,257,964 290,719 1,691,086 3,666,728 Total segment operating income (loss) $ ( 89,055 ) $ ( 1,516,934 ) $ ( 4,085,224 ) $ ( 1,691,086 ) $ ( 7,382,299 ) Non-operating (expenses) income: Interest income 13,775 Interest expense ( 771,846 ) Change in fair value of derivative liabilities 2,530,675 Other Other income (expense) 8,920 Gain on the extinguishment of debt 9,385 Loss on extinguishment of debt ( 310,505 ) Gain on sale of property, plant and equipment 431,183 Total non-operating income (loss) 1,911,587 Loss before income tax benefit (provision) $ ( 5,470,712 ) Depreciation and amortization expense $ 133,246 $ 26,735 $ 339,265 $ — $ 499,246 Total identifiable assets, net of eliminations $ 16,876,673 $ 1,969,225 $ 6,037,666 $ 7,379,605 $ 32,263,169 33 Summarized financial information for the Company’s reportable business segments is provided for the nine months ended September 30, 2025, and 2024: Video Solutions Entertainment Revenue cycle Management Corporate and other Total Nine months ended September 30, 2025 Video Solutions Entertainment Revenue cycle Management Corporate and other Total Net revenues: Product $ 721,992 $ 2,880,210 $ — $ — $ 3,602,202 Service 2,987,182 3,911,068 4,144,008 — 11,042,258 Total segment net revenues 3,709,174 6,791,278 4,144,008 — 14,644,460 Less significant segment expenses: Cost of Revenue - Product 1,125,676 4,357,017 — — 5,482,693 Cost of Revenue – Service and other 986,011 3,218,978 2,616,329 — 6,821,318 Research and development expense 405,983 — — — 405,983 Selling, advertising and promotional expense 276,603 206,049 18,532 — 501,184 General and administrative expense 740,211 2,507,947 1,268,059 3,108,600 7,624,817 Total segment operating income (loss) $ 174,690 $ ( 3,498,713 ) $ 241,088 $ ( 3,108,600 ) $ ( 6,191,535 ) Non-operating (expenses) income: Interest income 95,808 Interest expense ( 960,250 ) Change in fair value of derivative liabilities 3,373,919 Gain on the extinguishment of liabilities 2,243,991 Gain on extinguishment of debt – related party — Other non-operating income (loss) 252,603 Total non-operating income (loss) 5,006,071 Income before income tax benefit (provision) $ ( 1,185,464 ) Depreciation and amortization expense $ 134,617 $ 1,064,726 $ 77,117 $ — $ 1,276,460 Total identifiable assets, net of eliminations $ 11,113,519 $ 4,538,676 $ 4,712,364 $ 4,711,482 $ 25,076,041 34 Video Solutions Entertainment Revenue cycle Management Corporate and other Total Nine months ended September 30, 2024 Video Solutions Entertainment Revenue cycle Management Corporate and other Total Net revenues: Product $ 1,648,373 $ 2,929,019 $ — $ — $ 4,577,392 Service 2,851,952 3,167,208 4,600,745 — 10,619,905 Total segment net revenues 4,500,325 6,096,227 4,600,745 — 15,197,297 Less significant segment expenses: Cost of Revenue - Product 1,913,356 3,620,853 — — 5,534,209 Cost of Revenue – Service and other 964,412 2,325,987 2,868,885 — 6,159,284 Cost of Revenue 964,412 2,325,987 2,868,885 — 6,159,284 Research and development expense 1,244,060 — — — 1,244,060 Selling, advertising and promotional expense 1,008,653 876,062 17,774 — 1,902,489 Goodwill and intangible asset impairment charge 4,830,000 4,830,000 General and administrative expense 1,279,090 ( 3,260,740 ) ( 839,847 ) 5,083,070 10,462,747 Total segment operating income (loss) $ ( 1,909,246 ) $ ( 3,987,415 ) $ ( 3,955,761 ) $ ( 5,083,070 ) $ ( 14,935,492 ) Non-operating (expenses) income: Interest income 63,064 Interest expense ( 2,505,536 ) Change in fair value of derivative liabilities 2,178,965 Other Other income (expense) 66,966 Gain on the extinguishment of liabilities 691,730 Loss on extinguishment of debt ( 379,332 ) Gain on sale of intangibles 5,582 Gain on sale of property, plant and equipment 389,522 Total non-operating income (loss) 501,961 Loss before income tax benefit (provision) $ ( 14,424,531 ) Depreciation and amortization expense $ 520,970 $ 80,164 $ 977,112 $ — $ 1,578,246 Total identifiable assets, net of eliminations $ 16,876,673 $ 1,969,225 $ 6,037,666 $ 7,379,605 $ 32,263,169 The segment net revenues reported above represent sales to external customers. Segment gross profit represents net revenues less cost of revenues. Segment operating income, which is used in management’s evaluation of segment performance, represents net revenues, less cost of revenues, less all operating expenses. Identifiable assets are those assets used by each segment in its operations. Corporate assets primarily consist of cash, property, plant and equipment, accounts receivable, inventories, and other assets. 35 Note 18. SUBSEQUENT EVENTS Nasdaq Notifications On October 17, 2025, the Company received notice from Nasdaq that notified the Company that it had regained full compliance with the Minimum Bid Price Requirement and Stockholders’ Equity Requirement. The Nasdaq has now placed the Company under a one-year Discretionary Panel Monitor. Under the Discretionary Panel Monitor, the Company will not be permitted to request additional time to regain compliance with any deficiencies that occur within the one-year period regarding noncompliance with the Periodic Filing or Bid Price Rules. Such one-year period expires on July 31, 2026 with regard to the Periodic Filing Rules and September 2, 2026 regarding the Bid Price Rules. Annual Meeting (scheduled) The Company’s annual meeting of stockholders was originally scheduled to occur on November 3, 2025, however it has been postponed pending resolution of the US Government shutdown including the re-opening of the Securities and Exchange Commission. The Company’s annual meeting of stockholders will be held for the following purposes: 1. To elect four directors. 2. To ratify the appointment of Victor Mokuolu CPA PLLC as our independent registered public accounting firm; 3. To approve the transactions contemplated by the securities purchase agreement, entered into as of September 15, 2025, by and between the Company and a certain institutional investor, including, the issuance of 20 % or more of our outstanding shares of our Common Stock, par value $ 0.001 per share (“Common Stock”) upon (i) conversion of the senior secured convertible notes due September 15, 2026, and (ii) exercise of the Common Stock Purchase Warrants dated September 15, 2025. 4. To approve the transactions contemplated by the Common Stock purchase agreement, entered into as of September 15, 2025 (the “ELOC Purchase Agreement”), by and between the Company and a certain institutional investor, including, the issuance of 20 % or more of our outstanding shares of Common Stock pursuant to the ELOC Purchase Agreement. 5. To approve the amendment to the 2022 Digital Ally, Inc. Stock Option and Restricted Stock Plan which increases the number of shares reserved for issuance under such Plan by 375,000 shares of Common Stock; 6. To approve a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers; 7. To approve a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation; 8. To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof. Issuance of restricted common stock On November 7, 2025, the Company issued an aggregate of 171,015 shares of the Company’s common stock to the ELOC Investor (see Note 5) as part of the 3 % commitment fee owed under the ELOC Purchase Agreement. The shares were issued in book-entry form as Rule 144 restricted stock however the Company is expected to file a Registration Statement on Form S-1 to register these shares. Following this issuance, the Company’s total shares outstanding increased from 1,727,421 to 1,898,436 . 36 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. This quarterly report on Form 10-Q (the “Report”) of Digital Ally, Inc. (the “Company”, “we”, “us”, or “our”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate. Factors that could cause or contribute to our actual results differing materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to: (1) our losses in recent years, including fiscal years 2024 and 2023; (2) economic and other risks for our business from the effects of the COVID-19 pandemic, including the impacts on our law-enforcement and commercial customers, suppliers and employees and on our ability to raise capital as required; (3) our ability to increase revenues, increase our margins and return to consistent profitability in the current economic and competitive environment; (4) our operation in developing markets and uncertainty as to market acceptance of our technology and new products; (5) the availability of funding from federal, state and local governments to facilitate the budgets of law enforcement agencies, including the timing, amount and restrictions on such funding; (6) our ability to maintain or expand our share of the market for our products in the domestic and international markets in which we compete, including increasing our international revenues; (7) our ability to produce our products in a cost-effective manner; (8) competition from larger, more established companies with far greater economic and human resources; (9) our ability to attract and retain quality employees; (10) risks related to dealing with governmental entities as customers; (11) our expenditure of significant resources in anticipation of sales due to our lengthy sales cycle and the potential to receive no revenue in return; (12) characterization of our market by new products and rapid technological change; (13) our dependence on sales of our EVO-HD, DVM-800, DVM-250 and FirstVU products; (14) that stockholders may lose all or part of their investment if we are unable to compete in our markets and return to profitability; (15) defects in our products that could impair our ability to sell our products or could result in litigation and other significant costs; (16) our dependence on a few manufacturers and suppliers for components of our products and our dependence on domestic and foreign manufacturers for certain of our products; (17) our ability to protect technology through patents and to protect our proprietary technology and information, such as trade secrets, through other similar means; (18) our ability to generate more recurring cloud and service revenues; (19) risks related to our license arrangements; (20) the fluctuation of our operation results from quarter to quarter; (21) sufficient voting power by coalitions of a few of our larger stockholders, including directors and officers, to make corporate governance decisions that could have a significant effect on us and the other stockholders; (22) the issuance or sale of substantial amounts of our Common Stock, or the perception that such sales may occur in the future, which may have a depressive effect on the market price of our securities; (23) potential dilution from the issuance of Common Stock underlying outstanding options and warrants; (24) our additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock; (25) the volatility of our stock price due to a number of factors, including, but not limited to, a relatively limited public float; (26) our ability to integrate and realize the anticipated benefits from acquisitions; (27) our ability to maintain the listing of our Common Stock on the Nasdaq Capital Market. Current Trends and Recent Developments for the Company Reverse Stock Split On May 6, 2025, the Company, acting pursuant to authority received at an annual meeting of its stockholders on December 17, 2024, filed with the Secretary of State of the State of Nevada a certificate of amendment (the “Charter Amendment”) to its articles of incorporation, as amended (the “Articles of Incorporation”), which effected a one-for-twenty reverse stock split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:30 p.m. Eastern Time on May 6, 2025. As a result of the Reverse Stock Split, every twenty (20) shares of Common Stock were exchanged for one (1) share of Common Stock. The Common Stock began trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on May 7, 2025. The Reverse Stock Split did not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which remain as set forth pursuant to the Articles of Incorporation. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share, at a participant level. The Reverse Stock Split also had a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split. On May 22, 2025, the Company, acting pursuant to authority received at a special meeting of its stockholders on May 6, 2025, filed with the Secretary of State of the State of Nevada a certificate of amendment (the “May 22, 2025 Charter Amendment”) to its articles of incorporation, as amended, to effect a one (1)-for-one hundred (100) share reverse split (the “May 22, 2025 Reverse Stock Split”) of all of the Company’s outstanding shares of Common Stock, par value $0.001 per share. Pursuant to the May 22, 2025 Charter Amendment, the Reverse Stock Split became effective at 5:30 p.m. Eastern Time on May 22, 2025. As a result of the May 22, 2025 Reverse Stock Split, every one hundred (100) shares of Common Stock were exchanged for one (1) share of Common Stock. The Common Stock will begin trading on a split-adjusted basis on Nasdaq effective with the open of the market on Friday, May 23, 2025. The May 22, 2025 Reverse Stock Split did not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which remain as set forth pursuant to the Articles of Incorporation. No fractional shares of Common Stock were issued in connection with the May 22, 2025 Reverse Stock Split. Stockholders who otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share, at a participant level. The May 22, 2025 Reverse Stock Split also had a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the May 22, 2025 Reverse Stock Split. All historical share and per-share amounts reflected throughout the Company’s condensed consolidated financial statements and other financial information in this Report have been adjusted to reflect the May 22, 2025 Reverse Stock Split as if the split occurred as of the earliest period presented. The par value per share of the Company’s Common Stock was not affected by the May 22, 2025 Reverse Stock Split. 37 Nasdaq Notifications As previously disclosed, on December 20, 2024, the Company received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the bid price of its listed securities had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Therefore, in accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until June 18, 2025, to regain compliance with the Minimum Bid Price Requirement. As previously disclosed, on January 2, 2025, the Staff notified the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”). The Company reported stockholders’ equity (deficit) of ($2,448,310) in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and, as a result, did not satisfy the Stockholders’ Equity Requirement pursuant to Listing Rule 5550(b)(1). As previously disclosed, on March 6, 2025, the Company received notice (the “March 6 Letter”) from the Staff that the Staff had determined that as of March 5, 2025, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security (the “Low Priced Stocks Rule”). The Company timely requested a hearing before the Panel to appeal the March 6 Letter and to address all outstanding matters, including compliance with the Minimum Bid Price Requirement, the Low-Priced Stocks Rule and the Stockholders’ Equity Requirement. While the appeal process was pending, the suspension of trading of the Company’s Common Stock, was stayed and the Common Stock continued to trade on the Nasdaq Capital Market until the hearing process concludes, and the Panel issues a written decision. The Company held its hearing with the Panel as scheduled on April 17, 2025. On May 1, 2025, the Panel rendered its decision which granted the Company’s request for continued listing on the Nasdaq Exchange. Such decision is subject to the Company meeting and maintaining the following conditions: ● On or before May 2, 2025, the Company shall file Form 10-K for 2024 in compliance with Listing Rule 5250(c)(1). ● On or before May 20, 2025, the Company must file a public disclosure describing any transactions undertaken by the Company to increase its equity and providing an indication of its equity following those transactions. ● In addition, on or before May 20, 2025, the Company must provide the Panel with an update on its fundraising plans, and updated income projections for the next 12 months, with all underlying assumptions clearly stated. ● On or before June 6, 2025, the Company shall demonstrate compliance with the Minimum Bid Price Requirement. ● If, prior to September 2, 2025, the Company becomes non-compliant with any Listing Rule, the Company will be delisted. The Company has worked diligently to regain and maintain compliance with the Minimum Bid Price Requirement and Stockholders’ Equity Requirement as promptly as possible. In that regard, management believes that it has achieved compliance with the Stockholders’ Equity Requirement as reported in the accompanying Statement of Stockholders’ Equity (Deficit) as of September 30, 2025. Furthermore, management believes that it has achieved compliance with the Minimum Bid Price Requirement prior to June 6, 2025, as required by the Panel. Management believes that it has met all other requirements as requested by the Panel. There are no assurances however, that the Company will be able to meet and maintain all such conditions required by the Panel. On October 17, 2025, the Company received notice from Nasdaq that it had regained full compliance with the Minimum Bid Price Requirement and Stockholders’ Equity Requirement. The Nasdaq has now placed the Company under a one-year Discretionary Panel Monitor. Under the Discretionary Panel Monitor, the Company will not be permitted to request additional time to regain compliance with any deficiencies that occur within the one-year period regarding noncompliance with the Periodic Filing or Bid Price Rules. Such one-year period expires on July 31, 2026 with regard to the Periodic Filing Rules and September 2, 2026 regarding the Bid Price Rules. Segment Overview Video Solutions Operating Segment – Within our video solutions operating segment we supply technology-based products utilizing our portable digital video and audio recording capabilities for the law enforcement and security industries and for the commercial fleet and mass transit markets. We can integrate electronic, radio, computer, mechanical, and multi-media technologies to create positive solutions to our customers’ requests. Our products include: the EVO-HD, DVM-800 and DVM-800 Lite, which are in-car digital video systems for law enforcement and commercial markets; the FirstVU body-worn camera line, consisting of the FirstVu Pro, FirstVu, and the FirstVU HD; our patented and revolutionary VuLink product integrates our body-worn cameras with our in-car systems by providing hands-free automatic activation for both law enforcement and commercial markets; EVO Web Portal, which is our cloud-based evidence management system for Law enforcement and commercial market; the EVO Fleet, FLT-250, DVM-250, and DVM-250 Plus, which are our commercial line of digital video products that serve as “event recorders” for the commercial fleet and mass transit markets; and FleetVu and VuLink, which are our cloud-based evidence management systems. We further diversified and broadened our product offerings in 2020, by introducing two new lines of branded products: (1) the ThermoVu™ which is a line of self-contained temperature monitoring stations that provides alerts and controls facility access when an individual’s temperature exceeds a pre-set threshold and (2) our Shield™ disinfectants and cleansers which are for use against viruses and bacteria. Our video solutions segment revenue encompasses video recording products and services for our law enforcement and commercial customers and the sale of Shield disinfectant and personal protective products. This segment generates revenue through our subscription models offering cloud and warranty solutions, and hardware sales for video and personal protective safety products and solutions. Revenues for product sales are recognized upon delivery of the product, and revenues from our cloud and warranty subscription plans are deferred over the term of the subscription, typically 3 or 5 years. Revenue Cycle Management Operating Segment – We entered the revenue cycle management business late in the second quarter of 2021 with the formation of our wholly owned subsidiary, Digital Ally Healthcare, Inc., and its majority-owned subsidiary Nobility Healthcare. Nobility Healthcare completed its first acquisition in June 2021, when it acquired a private medical billing company, and has since completed three additional acquisitions of private medical billing companies, in which we will assist in providing working capital and back-office services to healthcare organizations throughout the country. Our assistance consists of insurance and benefit verification, medical treatment documentation and coding, and collections. Through our expertise and experience in this field, we maximize our customers’ service revenues collected, leading to substantial improvements in their operating margins and cash flows. 38 Our revenue cycle management segment consists of our medical billing subsidiaries. Revenues of this segment are recognized after we fulfil the obligations of our revenue cycle management services. Our revenue cycle management services are services, performed and charged monthly, generally based on a contractual percentage of total customer collections, for which we recognize our net service fees. Entertainment Operating Segment - We also entered the live entertainment and events ticketing services through the formation of our wholly owned subsidiary, TicketSmarter and its completed acquisitions of Goody Tickets, LLC and TicketSmarter, LLC, on September 1, 2021. TicketSmarter provides ticket sales, partnerships, and mainly, ticket resale services through its online ticketing marketplace for live events, TicketSmarter.com. TicketSmarter offers tickets for over 125,000 live events throughout the country through its platform, including concerts, sporting events, theatres, and performing arts. We also began offering production and promotion services in relation to live music events in third-party venues throughout the country through our Kustom Entertainment, Inc. subsidiary. These services begin with the logistical matters of an event, including artist booking and research, ticketing, staging, on-site operations, vendor sourcing, and day of production. Our entertainment operating segment consists of entertainment services provided through TicketSmarter and its online platform, TicketSmarter.com. Revenues of this segment include ticketing service charges generally determined as a percentage of the face value of the underlying ticket and ticket sales from our ticket inventory which are recognized when the underlying tickets are sold. Entertainment direct expenses include the cost of tickets purchased for resale by the Company and held as inventory, credit card fees, ticketing platform expenses, website maintenance fees, as well as other administrative costs. Off-Balance Sheet Arrangements We do not have any off-balance sheet debt, nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that may have a material current or future effect on financial conditions, changes in the financial conditions, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses other than the following: We are a party to operating leases and license agreements that represent commitments for future payments, and we have issued purchase orders in the ordinary course of business that represent commitments to future payments for goods and services. Comparison of the Three Months Ended September 30, 2025 and 2024 Summary Financial Data Summarized financial information for the Company’s reportable business segments is provided for the three months ended September 30, 2025, and 2024: Three Months Ended September 30, 2025 2024 Net Revenues: Video Solutions $ 1,446,221 $ 1,196,362 Revenue Cycle Management 1,361,163 1,601,792 Entertainment 1,729,773 1,253,557 Total Net Revenues $ 4,537,157 $ 4,051,711 Gross Profit (loss): Video Solutions $ 670,949 $ 769,063 Revenue Cycle Management 510,953 666,723 Entertainment 189,673 304,188 Total Gross Profit $ 1,371,575 $ 1,739,974 Operating Income (loss): Video Solutions $ 180,058 $ (89,055 ) Revenue Cycle Management 119,436 (4,085,224 ) Entertainment (626,250 ) (1,516,934 ) Corporate (795,026 ) (1,691,086 ) Total Operating Income (Loss) $ (1,121,782 ) $ (7,382,299 ) Depreciation and Amortization: Video Solutions $ 36,334 $ 133,246 Revenue Cycle Management 26,756 26,735 Entertainment 336,549 339,265 Total Depreciation and Amortization $ 399,639 $ 499,246 Assets (net of eliminations): Video Solutions $ 11,113,519 $ 16,876,673 Revenue Cycle Management 4,538,676 1,969,225 Entertainment 4,712,364 6,037,666 Corporate 4,711,482 7,379,605 Total Identifiable Assets $ 25,076,041 $ 32,263,169 39 The segment net revenues reported above represent sales to external customers. Segment gross profit represents net revenues less cost of revenues. Segment operating income, which is used in management’s evaluation of segment performance, represents net revenues, less cost of revenues, less all operating expenses. Identifiable assets are those assets used by each segment in its operations. Corporate assets primarily consist of cash, property, plant and equipment, accounts receivable, inventories, and other assets. Results of Operations Revenues Revenues by Type and by Operating Segment Our operating segments generate two types of revenue: Product revenues primarily include video solutions operating segment hardware sales of in-car and body-worn cameras. Additionally, product revenues also include the sale of tickets by our entertainment operating segment that have been purchased or received through our sponsorships and partnerships and held in inventory by our entertainment segment until their sale. Our entertainment sector also generates product revenue through our production of live events and concerts including our annual Country Stampede music festival. Service and other revenues consist of cloud and warranty services revenues from our subscription plan and storage offerings of our video solutions segment. Our entertainment operating segment’s secondary ticketing marketplace revenues are included in service revenue. We recognize service revenue from sales generated through its secondary ticketing marketplace as we collect net services fees on secondary ticketing marketplace transactions. Lastly, our revenue cycle management segment revenues are included in the service revenues for services provided to medical providers throughout the country. The following table presents revenues by type and segment: Three Months Ended September 30, 2025 2024 % Change Product revenues: Video solutions $ 229,629 $ 306,245 (25.0 )% Entertainment 434,793 497,700 (12.6 )% Total product revenues 664,422 803,945 (17.4 )% Service and other revenues: Video solutions 1,216,592 890,117 36.7 % Entertainment 1,294,980 755,857 71.3 % Revenue cycle management 1,361,163 1,601,792 (15.0 )% Total service and other revenues 3,872,735 3,247,766 19.2 % Total revenues $ 4,537,157 $ 4,051,711 12.0 % Our video solutions operating segment sells our products and services to customers in the following manner: ● Sales to domestic customers are made directly to the end customer (typically a law enforcement agency or a commercial customer) through our sales force, comprised of our employees. Revenue is recorded when the product is shipped to the end customer. ● Sales to international customers are made through independent distributors who purchase products from us at a wholesale price and sell to the end user (typically law enforcement agencies or a commercial customer) at a retail price. The distributor retains the margin as compensation for its role in the transaction. The distributor generally maintains product inventory, customer receivables and all related risks and rewards of ownership. Revenue is recorded when the product is shipped to the distributor consistent with the terms of the distribution agreement. ● Repair parts and services for domestic and international customers are generally handled by our inside customer service employees. Revenue is recognized upon shipment of the repair parts and acceptance of the service or materials by the end customer. Our revenue cycle management operating segment sells its services to customers in the following manner: ● Our revenue cycle management operating segment generates service revenues through relationships with medium to large healthcare organizations, in which the underlying service revenue is recognized upon execution of services. Service revenues are generally determined as a percentage of the dollar amount of medical billings collected by the customer. Our entertainment operating segment sells our products and services to customers in the following manner: ● Our entertainment operating segment generates product revenues from the sale of tickets directly to consumers for a particular event that the entertainment operating segment has previously purchased and held in inventory for ultimate resale to the end consumer. Our entertainment segment also generates product revenues from the sale of tickets, merchandise, parking and concessions at live events that it sponsors such as the annual Country Stampede music festival. Service sales through TicketSmarter are driven largely in part to the usage of the TicketSmarter.com marketplace by buyers and sellers, in which the Company collects service fees for each transaction completed through this platform We may discount our prices on specific orders based upon the size of the order, the specific customer and the competitive landscape. 40 Product revenues by operating segment are as follows: Three Months Ended September 30, 2025 2024 Product Revenues: Video Solutions $ 229,629 $ 306,245 Revenue Cycle Management — — Entertainment 434,793 497,700 Total Product Revenues $ 664,422 $ 803,945 Product revenues for the three months ended September 30, 2025 and 2024 were $664,422 and $803,945, respectively, a decrease of $139,523 (17.4%), due to the following factors: ● Entertainment segment revenue was $434,793 for the three months ended September 30, 2025, compared to $497,700 for the three months ended September 30, 2024, a decrease of $62,907 (12.6%). Segment revenue includes amounts related to the 2026 Country Stampede music festival (held annually in late June) and the resale of tickets purchased for live events, sporting events, concerts, and theatre, which are sold through various platforms to customers. The decrease primarily reflects a lower volume of primary ticket sales as TicketSmarter focused on higher-margin events to improve gross margins. ● Video solutions segment revenue was $229,629 for the three months ended September 30, 2025, compared to $306,245 for the three months ended September 30, 2024, a decrease of $76,616 (25.0%). The year-over-year decline reflects continued pressure on product revenue as our in-car and body-worn systems face increased competition from newer products with advanced features. In addition, law-enforcement revenue decreased due to limited on-hand inventory to fulfill backlog orders, price competition and other competitive actions, and adverse marketplace effects related to our recent financial condition. During the first and second quarters of 2025, we restarted our product supply chain using proceeds from the February 2025 public equity offering, which we expect will support improved product availability and sales during the remainder of 2025. ● Our video solutions operating segment management continues to migrate commercial customers from upfront hardware sales to a recurring service-fee model. Accordingly, we expect lower commercial hardware unit sales (principally DVM-250, FLT-250, and portions of our body-worn camera line) as customers transition to arrangements in which hardware is provided as part of a monthly subscription. In the second quarter of 2020, we launched a subscription plan for body-worn cameras and related equipment that enables law enforcement agencies to pay a monthly fee without a significant upfront capital outlay. The program has gained traction, contributing to a mix shift from product to service revenue, and we expect this trend to continue, generating recurring revenues over a three- to five-year horizon. Service and other revenues by operating segment is as follows: Three months ended September 30, 2025 2024 Service and Other Revenues: Video Solutions $ 1,216,592 $ 890,117 Revenue Cycle Management 1,361,163 1,601,792 Entertainment 1,294,980 755,857 Total Service and Other Revenues $ 3,872,735 $ 3,247,766 Service and other revenues for the three months ended September 30, 2025 and 2024 were $3,872,735 and $3,247,766, respectively, an increase of $624,969 (19.2%), due to the following factors: ● Cloud revenue within the video solutions segment was $668,999 for the three months ended September 30, 2025, compared to $710,580 for the three months ended September 30, 2024, a decrease of $41,581 (5.9%). Despite this slight decline, we continue to see increased adoption of our cloud solutions by law enforcement customers, driven by deployments of our cloud-based EVO-HD in-car system and next-generation body-worn camera products. We expect this adoption to continue through 2025 as customers migrate from local to cloud storage. ● Extended warranty services revenue was $491,297 for the three months ended September 30, 2025, compared to $141,716 for the three months ended September 30, 2024, an increase of $349,581 (246.7%). The increase was primarily driven by a non-recurring catch-up from a single customer that settled past-due extended warranty fees related to services provided in fourth quarter of 2024, resulting in higher revenue recognized in the current period. ● Our entertainment operating segment generated service revenues totaling $1,294,980 and $755,857 for the three months ended September 30, 2025 and 2024, respectively, an increase of $539,123 (71.3%). TicketSmarter earns fees on transactions processed through the TicketSmarter.com platform for the purchase and resale of tickets to live events nationwide. Period results may vary as we continue to right-size the segment and prioritize profitability. In the quarter, we reduced ticketing volume for events that did not meet gross-margin thresholds while increasing emphasis on higher-margin events and expanding digital marketing activities, which together drove higher service revenue year over year. ● Our revenue cycle management operating segment generated service revenues totaling $1,361,163 and $1,601,792 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $240,630 (15.0%). Our revenue cycle management operating segment provides revenue cycle management solutions and back-office services to healthcare organizations throughout the country. The decrease in revenue is due to refinement within one of the recent acquisitions, as they strive to maximize profitability rather than focus on top-line revenue. 41 Total revenues for the three months ended September 30, 2025, and 2024 were $4,537,157 and $4,051,711, respectively, an increase of $485,446 (12.0%) due to the reasons noted above. Cost of Product Revenue Overall cost of product revenue sold for the three months ended September 30, 2025, and 2024 was $905,190 and $547,562, respectively, an increase of $482,610 (19.9%). Overall cost of goods sold for products as a percentage of product revenues for the three months ended September 30, 2025, and 2024 were 179% and 155%, respectively. Cost of products sold by operating segment is as follows: Three Months Ended September 30, 2025 2024 Cost of Product Revenues: Video Solutions $ 476,667 $ 157,336 Revenue Cycle Management — — Entertainment 428,523 390,226 Total Cost of Product Revenues $ 905,190 $ 547,562 The increase in cost of goods sold for our video solutions segment was primarily attributable to a higher component and expedite freight costs, increased repair and refurbishment costs for returned units, and increased scrap – receiving associated with incoming inspection failures as compared to the same period in the prior year. Cost of product sold as a percentage of product revenues for the video solutions segment increased to 207.6% for the three months ended September 30, 2025 as compared to 51% for the three months ended September 30, 2024. Cost of products sold within the entertainment segment increased slightly period over period, principally due to higher variable costs (ticket acquisition, event settlement, and payment processing). The increase was partially offset by a continued focus on higher-margin events, which limited cost growth as a percentage of revenue. Cost of product sold as a percentage of product revenues for the entertainment segment increased to 98.6% for the three months ended September 30, 2025 as compared to 78.40% for the three months ended September 30, 2024. Cost of Service Revenue Overall cost of service revenue sold for the three months ended September 30, 2025, and 2024 was $2,260,392 and $1,764,175, respectively, an increase of $496,217 (28.1%). Overall cost of goods sold for services as a percentage of service revenues for the three months ended September 30, 2025, and 2024 were 58% and 54%, respectively. Cost of service revenues by operating segment is as follows: Three months ended September 30, 2025 2024 Cost of Service Revenues: Video Solutions $ 298,605 $ 269,962 Revenue Cycle Management 850,210 935,070 Entertainment 1,111,577 559,143 Total Cost of Service Revenues $ 2,260,392 $ 1,764,175 The increase in cost of service revenues for our video solutions segment demonstrates the leverage we are enjoying as we increase our service revenues during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Cost of service revenues as a percentage of service revenues for the video solutions segment decreased to 24.5% for the three months ended September 30, 2025 as compared to 30.3% for the three months ended September 30, 2024. Cost of service revenues as a percentage of service revenues for the revenue cycle management operating segment remained consistent at 62.5% for the three months ended September 30, 2025 as compared to 58.4% for the three months ended September 30, 2024. The increase in entertainment operating segment cost of service revenues is due to management right sizing the business working towards profitability. The entertainment segment terminated several unprofitable sponsorships which required termination payments during the three months ended September 30, 2025, that is expected to lead to improvements in costs of service revenues during the remainder of 2025. The entertainment segment cost of service revenue was $1,111,577 for the three months ended September 30, 2025, compared to $559,143 for the three months ended September 30, 2024. Cost of service revenues as a percentage of service revenues for the entertainment segment increased to 85.8% for the three months ended September 30, 2025 as compared to 74.0% for the three months ended September 30, 2024. Gross Profit Overall gross profit for the three months ended September 30, 2025 and 2024 was $1,371,575 and $1,739,974, respectively, a decrease of $368,399 (21.2%). Gross profit by operating segment was as follows: Three months ended September 30, 2025 2024 Gross Profit: Video Solutions $ 670,949 $ 769,063 Revenue Cycle Management 510,953 666,723 Entertainment 189,673 304,188 Total Gross Profit $ 1,371,575 $ 1,739,974 42 The decrease in gross profits is primarily due to lower revenue and a higher cost of sales as a percentage of revenue, particularly within the entertainment segment’s service revenues. Cost of sales as a percentage of total revenues increased to 69.8% for the three months ended September 30, 2025, from 57% in the prior-year period, resulting in margin compression. We are pursuing a multi-pronged margin-improvement plan for the Entertainment business—focused on right-sizing, pricing discipline, and mix optimization. Selling, General and Administrative Expenses Selling, general and administrative expenses were $2,493,357 and $9,122,273 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $6,628,916 (72.7%). The decrease was primarily driven by fewer new advertising sponsorships and reductions in headcount within selling, general and administrative functions as the Company right-sized operations across all segments. Additionally, the prior-year period included a goodwill and intangible asset impairment charge that did not recur, further contributing to the year-over-year decrease. Our selling, general and administrative expenses as a percentage of sales decreased to 55% for the three months ended September 30, 2025 compared to 225% in the same period in 2024. The significant components of selling, general and administrative expenses are as follows: For the three months ended September 30, 2025 2024 Research and development expense $ 137,755 $ 210,818 Selling, advertising and promotional expense 110,006 414,727 General and administrative expense 2,245,596 3,666,728 Goodwill and intangible asset impairment charge — 4,830,000 Total $ 2,493,357 $ 9,122,273 Research and development expense. Our research and development expenses totaled $137,755 and $210,818 for the three months ended September 30, 2025 and 2024, respectively which represents a decrease of $73,063 (34.7%). The decrease in research and development expense reflects a narrower project portfolio and a reallocation of resources toward sustaining engineering and targeted enhancements, including reductions in engineering headcount and third-party development spend. Selling, advertising and promotional expenses. Selling, advertising and promotional expense totaled $110,006 and $414,727 for the three months ended September 30, 2025 and 2024, respectively, a decrease of $304,721 (73.5%). Selling, advertising, and promotional expenses decreased due to significant reductions in sales staffing and in promotional and advertising activities, undertaken to right-size these expenses to current revenue levels. Additionally, the decline reflects fewer new sponsorship agreements at the Company and its subsidiary, TicketSmarter. General and administrative expense . General and administrative expenses totaled $2,245,596 and $3,666,728 for the three months ended September 30, 2025 and 2024, respectively which represents a decrease of $1,421,132 (38.8%). The decrease in general and administrative expenses in the three months ended September 30, 2025 compared to the same period in 2024 is primarily attributable to a substantial decrease in legal and professional expenses for the three months ended September 30, 2025 compared to the same period in 2024 due to the failed merger with CloverLeaf in the 2024 period and various capital raises we have undertaken in 2024. We also implemented decreases in administrative salaries and reductions in headcount during the 2025 period in order to right-size our expenses across all operating segments with our revenues. Operating Loss For the reasons previously stated, our operating loss was $1,121,782 and $7,382,299 for the three months ended September 30, 2025 and 2024, respectively, an improvement in our operating loss of $6,260,517 (84.8%). Operating loss as a percentage of revenues improved to 24.7% in 2025 as compared to 182% in 2024. Interest Income Interest income increased to $17,887 for the three months ended September 30, 2025, from $13,775 in 2024, which reflects our overall increase in our cash and cash equivalent levels in 2025 compared to 2024 due to funds generated in the February 2025 public equity offering and the net proceeds from our September 2025 senior convertible note issuance. Interest Expense We incurred interest expenses of $90,697 and $771,846 during the three months ended September 30, 2025 and 2024, respectively. The large decrease is attributable to the Company paying off most of its interest-bearing debt in late 2024 and early 2025 including the $3.6 million of senior secured promissory notes that were paid off with proceeds from the February 2025 public equity offering. Other income (expense) Other income (expense) increased to $217,136 for the three months ended September 30, 2025 from $8,920 for the comparable 2024 period, primarily due to weather insurance proceeds that we received related to the 2025 Country Stampede music festival. 43 Loss on Extinguishment of debt On March 1, 2024, the Company obtained a short-term merchant advance, which totaled $1,000,000, from a single lender to fund operations. The Company modified/amended the underlying loan agreement twice during the three months ended September 30, 2024. The modifications were both deemed to be extinguishments of debt resulting in a $310,505 total loss during the three months ended September 30, 2024. Change in Fair Value of Derivative Liabilities The change in fair value of the warrant derivative liabilities for the three months ended September 30, 2025 and 2024, respectively totaled a gain of $839 during the three months ended September 30, 2025 as compared to a gain of $2,530,675 during the three months ended September 30, 2024. The Company has issued various detachable warrants in connection with capital raises during 2024 and 2025 that were required to be treated as warrant derivative liabilities. Warrant derivative liabilities are required to be marked-to-market at each balance sheet date with the change in fair value recorded as a gain or loss in the Condensed Statement of Operations. The gain recorded in the three months ended September 30, 2025 reflects relatively minor fair value changes resulting from reduced stock price volatility and fewer warrants outstanding during the period. Gain on Extinguishment of Liabilities The Company recorded a gain on the extinguishment of liabilities for the three months ended September 30, 2025 and 2024 of $13,275, and $9,385, respectively. The gains reflect income related to the entertainment segment’s ability to negotiate down payables and other contract obligations during the three months ended September 30, 2025 utilizing funds generated by the closing of the February 2025 public equity offering on February 13, 2025. Gain on Sale of Property, Plant and Equipment During the three months ended September 30, 2024, the Company sold its building for $5,900,000 less closing costs of $7,194. The carrying amount of the building on the date of sale was $5,461,623. As a result of the sale the Company recorded a gain of $431,183 in the Consolidated Statement of Operation during the three months ended September 30, 2024. Loss before Income Tax Benefit As a result of the above, we reported a net loss before income tax benefit of $(963,342) and $(5,470,712) for the three months ended September 30, 2025 and 2024, respectively, an improvement of $4,507,370 (82.4%). Income Tax Benefit We recorded an income tax benefit of $-0- for the three months ended September 30, 2025 and 2024, respectively. The effective tax rate for both 2025 and 2024 varied from the expected statutory rate due to our continuing to provide a 100% valuation allowance on net deferred tax assets. We determined that it was appropriate to continue the full valuation allowance on net deferred tax assets as of September 30, 2025 and December 31, 2024 primarily because of the recurring operating losses. We have further determined to continue providing a full valuation reserve on our net deferred tax assets as of September 30, 2025. We had approximately $159,965,000 of federal net operating loss carryforwards and $1,796,111 of research and development tax credit carryforwards as of September 30, 2025 and December 31, 2024 available to offset future net taxable income. 44 Net Income (Loss) As a result of the above, we reported net income (loss) of $(963,342) and $(5,470,712) for the three months ended September 30, 2025 and 2024, respectively, an improvement of $4,507,370 (82.4%). Net Income Attributable to Noncontrolling Interests of Consolidated Subsidiary The Company has a 51% equity interest in its consolidated subsidiary, Nobility Healthcare. As a result, the noncontrolling shareholders or minority interest is allocated 49% of the income/loss of Nobility Healthcare which is reflected in the condensed consolidated statement of income (loss) as “net income (loss) attributable to noncontrolling interests of consolidated subsidiary”. We reported net income attributable to noncontrolling interests of consolidated subsidiary of $58,525 and a net loss of $2,000,206 for the three months ended September 30, 2025 and 2024, respectively. Net Loss Attributable to Common Stockholders As a result of the above, we reported a net income (loss) of $(1,021,867) and $(3,470,506) for the three months ended September 30, 2025 and 2024, respectively, an improvement of $2,448,639 (70.6%). Basic and Diluted Loss per Share The basic and diluted loss per share was $0.59 and $1,817.02 for the three months ended September 30, 2025 and 2024, respectively. Basic loss per share is based upon the weighted average number of common shares outstanding during the period. For the three months ended September 30, 2025 and 2024, all shares issuable upon conversion of convertible debt and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted loss per share. Comparison of the Nine months Ended September 30, 2025 and 2024 Summary Financial Data Summarized financial information for the Company’s reportable business segments is provided for the nine months ended September 30, 2025, and 2024: Nine months Ended September 30, 2025 2024 Net Revenues: Video Solutions $ 3,709,174 $ 4,500,325 Revenue Cycle Management 4,144,008 4,600,745 Entertainment 6,791,278 6,096,227 Total Net Revenues $ 14,644,460 $ 15,197,297 Gross Profit (loss): Video Solutions $ 1,597,487 $ 1,622,557 Revenue Cycle Management 1,527,679 1,731,860 Entertainment (784,717 ) 149,387 Total Gross Profit $ 2,340,449 $ 3,503,804 Operating Income (loss): Video Solutions $ 174,690 $ (1,909,246 ) Revenue Cycle Management 241,088 (3,955,761 ) Entertainment (3,498,713 ) (3,987,415 ) Corporate (3,108,600 ) (5,083,070 ) Total Operating Income (Loss) $ (6,191,535 ) $ (14,935,492 ) Depreciation and Amortization: Video Solutions $ 134,617 $ 520,970 Revenue Cycle Management 77,117 80,164 Entertainment 1,064,726 977,112 Total Depreciation and Amortization $ 1,276,460 $ 1,578,246 Assets (net of eliminations): Video Solutions $ 11,113,519 $ 16,876,673 Revenue Cycle Management 4,712,364 1,969,225 Entertainment 4,538,676 6,037,666 Corporate 4,711,482 7,379,605 Total Identifiable Assets $ 25,076,041 $ 32,263,169 The segment net revenues reported above represent sales to external customers. Segment gross profit represents net revenues less cost of revenues. Segment operating income, which is used in management’s evaluation of segment performance, represents net revenues, less cost of revenues, less all operating expenses. Identifiable assets are those assets used by each segment in its operations. Corporate assets primarily consist of cash, property, plant and equipment, accounts receivable, inventories, and other assets. 45 Results of Operations Revenues Revenues by Type and by Operating Segment Our operating segments generate two types of revenue: Product revenues primarily include video solutions operating segment hardware sales of in-car and body-worn cameras. Additionally, product revenues also include the sale of tickets by our entertainment operating segment that have been purchased or received through our sponsorships and partnerships and held in inventory by our entertainment segment until their sale. Our entertainment sector also generates product revenue through our production of live events and concerts including our annual Country Stampede music festival. Service and other revenues consist of cloud and warranty services revenues from our subscription plan and storage offerings of our video solutions segment. Our entertainment operating segment’s secondary ticketing marketplace revenues are included in service revenue. We recognize service revenue from sales generated through its secondary ticketing marketplace as we collect net services fees on secondary ticketing marketplace transactions. Lastly, our revenue cycle management segment revenues are included in the service revenues for services provided to medical providers throughout the country. The following table presents revenues by type and segment: Nine months Ended September 30, 2025 2024 % Change Product revenues: Video solutions $ 721,992 $ 1,648,373 (56.2 )% Entertainment 2,880,210 2,929,019 (1.7 )% Total product revenues 3,602,202 4,577,392 (21.3 )% Service and other revenues: Video solutions 2,987,182 2,851,952 4.7 % Entertainment 3,911,068 3,167,208 23.5 % Revenue cycle management 4,144,008 4,600,745 (9.9 )% Total service and other revenues 11,042,258 10,619,905 4.0 % Total revenues $ 14,644,460 $ 15,197,297 (3.6 )% Our video solutions operating segment sells our products and services to customers in the following manner: ● Sales to domestic customers are made directly to the end customer (typically a law enforcement agency or a commercial customer) through our sales force, comprised of our employees. Revenue is recorded when the product is shipped to the end customer. ● Sales to international customers are made through independent distributors who purchase products from us at a wholesale price and sell to the end user (typically law enforcement agencies or a commercial customer) at a retail price. The distributor retains the margin as compensation for its role in the transaction. The distributor generally maintains product inventory, customer receivables and all related risks and rewards of ownership. Revenue is recorded when the product is shipped to the distributor consistent with the terms of the distribution agreement. ● Repair parts and services for domestic and international customers are generally handled by our inside customer service employees. Revenue is recognized upon shipment of the repair parts and acceptance of the service or materials by the end customer. Our revenue cycle management operating segment sells its services to customers in the following manner: ● Our revenue cycle management operating segment generates service revenues through relationships with medium to large healthcare organizations, in which the underlying service revenue is recognized upon execution of services. Service revenues are generally determined as a percentage of the dollar amount of medical billings collected by the customer. Our entertainment operating segment sells our products and services to customers in the following manner: ● Our entertainment operating segment generates product revenues from the sale of tickets directly to consumers for a particular event that the entertainment operating segment has previously purchased and held in inventory for ultimate resale to the end consumer. Our entertainment segment also generates product revenues from the sale of tickets, merchandise, parking and concessions at live events that it sponsors such as the annual Country Stampede music festival. Service sales through TicketSmarter are driven largely in part to the usage of the TicketSmarter.com marketplace by buyers and sellers, in which the Company collects service fees for each transaction completed through this platform We may discount our prices on specific orders based upon the size of the order, the specific customer and the competitive landscape. 46 Product revenues by operating segment are as follows: Nine months Ended September 30, 2025 2024 Product Revenues: Video Solutions $ 721,992 $ 1,648,373 Revenue Cycle Management — — Entertainment 2,880,210 2,929,019 Total Product Revenues $ 3,602,202 $ 4,577,392 Product revenues for the nine months ended September 30, 2025 and 2024 were $3,602,202 and $4,577,392, respectively, a decrease of $975,190 (21.3%), due to the following factors: ● Revenues generated by the entertainment operating segment began with the Company’s September 2021 acquisition of TicketSmarter and the 2024 acquisition of the Country Stampede Music Festival. The entertainment operating segment generated $2,880,210 in product revenues for the nine months ended September 30, 2025, compared to $2,929,019 for the nine months ended September 30, 2024. This product revenue relates to the 2025 Country Stampede music festival held by Kustom during 2025, as well as the resale of tickets purchased for live events, sporting events, concerts, and theatre, then sold through various platforms to customers. The decrease in revenues is attributable to a reduction in scope of primary ticket sales by Ticketsmarter as it focuses on higher margin events to improve its gross margins. ● The Company’s video segment operating segment generated revenues totaling $721,992 during the nine months ended September 30, 2025 compared to $1,648,373 for the nine months ended September 30, 2024. In general, our video solutions operating segment has experienced pressure on its product revenues as our in-car and body-worn systems are facing increased competition because our competitors have released new products with advanced features. Additionally, our law enforcement revenues declined compared to the same period in 2024 due to the Company not having inventory in–stock to fulfill existing backlog orders, price-cutting and competitive actions by our competitors and adverse marketplace effects related to our recent financial condition. During the first three quarters of 2025, we restarted our product supply chain using proceeds from the February 2025 public equity offering. We expect improved product availability to support higher video solutions product sales in the fourth quarter of 2025. ● Our video solutions operating segment management has continued to focus on migrating commercial customers, from a hardware sale to a service fee model. Therefore, we expect a reduction in commercial hardware sales (principally DVM-250’s, FLT-250’s, and a portion of our body-worn camera line) as we convert these customers to a service model under which we provide the hardware as part of a monthly recurring service fee. In that respect, we introduced a monthly subscription agreement plan for our body worn cameras and related equipment during the second quarter of 2020 that allowed law enforcement agencies to pay a monthly service fee to obtain body worn cameras without incurring a significant upfront capital outlay. This program has gained some traction, resulting in decreased product revenues and increasing our service revenues. We expect this program to continue to hold traction, resulting in recurring revenues over a span of three to five years. Service and other revenues by operating segment is as follows: Nine months ended September 30, 2025 2024 Service and Other Revenues: Video Solutions $ 2,987,182 $ 2,851,952 Revenue Cycle Management 4,144,008 4,600,745 Entertainment 3,911,068 3,167,208 Total Service and Other Revenues $ 11,042,258 $ 10,619,905 Service and other revenues for the nine months ended September 30, 2025 and 2024 were $11,042,258 and $10,619,905, respectively, an increase of $422,353 (3.8%), due to the following factors: ● Cloud revenues generated by the video solutions operating segment were $1,903,807 and $1,964,038 for the nine months ended September 30, 2025 and 2024, respectively, a slight decrease of $60,231 (3.1%). We continue to experience increased interest in our cloud solutions for law enforcement primarily due to the deployment of our cloud-based EVO-HD in-car system and our next generation body-worn camera products, which contributed to our cloud revenues in the nine months ended September 30, 2025. We expect this trend to continue for 2025 as the migration from local storage to cloud storage continues in our customer base. ● Video solutions operating segment revenues from extended warranty services were $959,715 and $575,308 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $384,407 (40%). The increase was primarily driven by a non-recurring catch-up from a single customer that settled past-due extended warranty fees related to services provided in fourth quarter of 2024, resulting in higher revenue recognized in the current period. ● Our entertainment operating segment generated service revenues totaling $3,911,068 and $3,167,208 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $743,860 (23.5%). TicketSmarter collects fees on transactions administered through the TicketSmarter.com platform for the buying and selling of tickets for live events throughout the country. We expect our entertainment operating segment to continue to fluctuate as we look to right-size this segment and work towards profitability. Our entertainment segment has focused on cost cutting and overall improvements in gross margin rather than top line revenues, which has resulted in a reduction in revenues for ticketing events that did not meet its gross margin goals. The entertainment operating segment has increased its use of Google, Facebook and other social media to generate increased ticketing revenues in the third quarter of 2025 compared to 2024. ● Our revenue cycle management operating segment generated service revenues totaling $4,144,008 and $4,600,745 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $456,738 (9.9%). Our revenue cycle management operating segment provides revenue cycle management solutions and back-office services to healthcare organizations throughout the country. The decrease in revenue is due to refinement within one of the recent acquisitions, as they strive to maximize profitability rather than focus on top-line revenue. Total revenues for the nine months ended September 30, 2025, and 2024 were $14,644,460 and $15,197,297, respectively, a slight decrease of $552,837 (3.6%), due to the reasons noted above. 47 Cost of Product Revenue Overall cost of product revenue sold for the nine months ended September 30, 2025, and 2024 was $5,482,693 and $5,534,209, respectively, a slight decrease of $51,516 (1%). Overall cost of goods sold for products as a percentage of product revenues for the nine months ended September 30, 2025, and 2024 were 152% and 121%, respectively. Cost of products sold by operating segment is as follows: Nine months Ended September 30, 2025 2024 Cost of Product Revenues: Video Solutions $ 1,125,676 $ 1,913,356 Revenue Cycle Management — — Entertainment 4,357,017 3,620,853 Total Cost of Product Revenues $ 5,482,693 $ 5,534,209 The decrease in cost of goods sold for our video solutions segment products is due to decrease in product sales experienced during the nine months ended September 30, 2025 compared to 2024. We were not able to fulfil open orders due to low inventory levels. We have utilized funds from the February 2025 public equity offering to ramp the supply chain which we believe will lead to improved product sales during the remainder of 2025. Cost of product sold as a percentage of product revenues for the video solutions segment increased to 156% for the nine months ended September 30, 2025 as compared to 116% for the nine months ended September 30, 2024. The increase in entertainment operating segment cost of product sold directly correlates to the increased revenues and costs associated with our annual Country Stampede Music Festival. Cost of product sold related to the 2025 Country Stampede Music Festival totaled $2,992,052 as compared to $1,848,167 for the 2024 Festival. Total cost of product revenues for the entertainment operating segment was $4,357,017 and $3,620,853 for the nine months ended September 30, 2025 and 2024, an increase of $736,164 (20.3%). Cost of product sold as a percentage of product revenues for the entertainment segment increased to 151% for the nine months ended September 30, 2025 as compared to 124% for the nine months ended September 30, 2024. Cost of Service Revenue Overall cost of service revenue sold for the nine months ended September 30, 2025, and 2024 was $6,821,318 and $6,159,284, respectively, an increase of $662,035 (10.7%). Overall cost of goods sold for services as a percentage of service revenues for the nine months ended September 30, 2025, and 2024 were 62% and 58%, respectively. Cost of service revenues by operating segment is as follows: Nine months ended September 30, 2025 2024 Cost of Service Revenues: Video Solutions $ 986,011 $ 964,412 Revenue Cycle Management 2,616,329 2,868,885 Entertainment 3,218,978 2,325,987 Total Cost of Service Revenues $ 6,821,318 $ 6,159,284 Cost of service revenues for the video solutions segment increased slightly, reflecting higher service revenues for the nine months ended September 30, 2025 compared to the same period in 2024. Cost of service revenues as a percentage of service revenues for the video solutions segment increased to 33% for the nine months ended September 30, 2025 as compared to 34% for the nine months ended September 30, 2024. The decrease in revenue cycle management operating segment cost of service revenue is commensurate with the decline in revenues due to certain loss generating services being eliminated during the year. Cost of service revenues as a percentage of product revenues for the revenue cycle management operating segment remained stable at 63% for the nine months ended September 30, 2025 as compared to 62% for the nine months ended September 30, 2024. The increase in entertainment operating segment cost of service revenues is due to management right sizing the business working towards profitability. The entertainment segment terminated several unprofitable sponsorships which required termination payments during the nine months ended September 30, 2025, that is expected to lead to improvements in costs of service revenues during the remainder of 2025. The entertainment segment cost of service revenue was $3,218,978 for the nine months ended September 30, 2025, compared to $2,325,987 for the nine months ended September 30, 2024. Cost of service revenues as a percentage of service revenues for the entertainment segment increased to 82% for the nine months ended September 30, 2025 as compared to 73% for the nine months ended September 30, 2024. 48 Gross Profit Overall gross profit for the nine months ended September 30, 2025 and 2024 was $2,340,449 and $3,503,804, respectively, a decrease of $1,163,355 (33.2%). Gross profit by operating segment was as follows: Nine months ended September 30, 2025 2024 Gross Profit: Video Solutions $ 1,597,487 $ 1,622,557 Revenue Cycle Management 1,527,679 1,731,860 Entertainment (784,717 ) 149,387 Total Gross Profit $ 2,340,449 $ 3,503,804 The decrease in gross profits is primarily due to a deterioration in our cost of sales as a percentage of sales particularly in our entertainment segment service product and service revenues. The primary reason is the larger negative margins generated by our 2025 Country Stampede Music Festival as compared to the 2024 Festival. There was an overall increase in the cost of sales as a percentage of overall revenues to 84% for the nine months ended September 30, 2025 from 77% for the nine months ended September 30, 2024. Selling, General and Administrative Expenses Selling, general and administrative expenses were $8,531,984 and $18,439,296 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $9,907,312 (53.7%). The decrease was primarily attributable to the reduction in new advertising sponsorships being entered into by the Company and large reductions in selling, general and administrative head count as the Company right-sized its operations across all operating segments. Our selling, general and administrative expenses as a percentage of sales increased to 58% for the nine months ended September 30, 2025 compared to 121% in the same period in 2024. The significant components of selling, general and administrative expenses are as follows: Nine months ended September 30, 2025 2024 Research and development expense $ 405,983 $ 1,244,060 Selling, advertising and promotional expense 501,184 1,902,489 General and administrative expense 7,624,817 10,462,747 Goodwill and intangible asset impairment charge — 4,830,000 Total $ 8,531,984 $ 18,439,296 Research and development expense. Our research and development expenses totaled $405,983 and $1,244,060 for the nine months ended September 30, 2025 and 2024, respectively which represents a decrease of $838,077 (67.4%). The decrease in research and development expense reflects a narrower project portfolio and a reallocation of resources toward sustaining engineering and targeted enhancements, including reductions in engineering headcount and third-party development spend. Selling, advertising and promotional expenses. Selling, advertising and promotional expense totaled $501,184 and $1,902,489 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $1,401,305 (73.7%). The decrease in selling, advertising and promotional expenses is due to significant reductions in sales staffing and in promotional and advertising activities, undertaken to right-size these expenses to current revenue levels. Additionally, the decline reflects fewer new sponsorship agreements at the Company and its subsidiary, TicketSmarter. General and administrative expense . General and administrative expenses totaled $7,624,817 and $10,462,747 for the nine months ended September 30, 2025 and 2024, respectively which represents a decrease of $2,837,930 (27.1%). The decrease in general and administrative expenses in the nine months ended September 30, 2025 compared to the same period in 2024 is primarily attributable to a decrease in administrative salaries and reductions in headcount in order to right-size our expenses in this area with our revenues. The decrease in general and administrative expenses was also attributable to a substantial decrease in legal and professional expenses for the nine months ended September 30, 2025 compared to the same period in 2024 due to the failed merger with CloverLeaf and various capital raises we have undertaken in the 2024 period. Operating Loss For the reasons previously stated, our operating loss was $6,191,535 and $14,935,492 for the nine months ended September 30, 2025 and 2024, respectively, an improvement of $8,743,957 (58.5%). Operating loss as a percentage of revenues improved to 42% in 2025 as compared to 98% in 2024. 49 Interest Income Interest income increased to $95,808 for the nine months ended September 30, 2025, from $63,064 in 2024, which reflects our overall increase in our cash and cash equivalent levels in 2025 compared to 2024 due to funds generated in the February 2025 public equity offering and the net proceeds from our September 2025 senior convertible note issuance. Interest Expense We incurred interest expenses of $960,250 and $2,505,536 during the nine months ended September 30, 2025 and 2024, respectively. The large decrease is attributable to the Company paying off most of its interest-bearing debt in late 2024 and early 2025 including the $3.6 million senior secured promissory notes that were paid off with proceeds from the February 2025 public equity offering. Other income (expense) Other income (expense) increased to $252,603 for the nine months ended September 30, 2025, from $66,966 during the nine months ended September 30, 2024, which reflects weather insurance proceeds that we received in 2025 related to the 2025 Country Stampede. Loss on Extinguishment of debt On March 1, 2024, the Company obtained a short-term merchant advance for its entertainment segment, which totaled $1,000,000, from a single lender to fund operations. The Company modified/amended the underlying loan agreement twice during the nine months ended September 30, 2024. The modifications were both deemed to be extinguishments of debt resulting in a $310,505 total loss during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, the Company refinanced its merchant advance loan for its video segment and determined the refinancing of the debt should be treated as a debt extinguishment. As a result, the Company recorded a loss of $68,827 on the extinguishment during the nine months ended September 30, 2024. Change in Fair Value of Derivative Liabilities The change in fair value of the warrant derivative liabilities for the nine months ended September 30, 2025 and 2024, respectively totaled a gain of $3,373,919 during the nine months ended September 30, 2025 as compared to a gain of $2,178,965 during the nine months ended September 30, 2024. The Company has issued various detachable warrants in connection with capital raises during 2024 and 2025 that were required to be treated as warrant derivative liabilities. Warrant derivative liabilities are required to be marked-to-market at each balance sheet date with the change in fair value recorded as a gain or loss in the Condensed Statement of Operations. The gain recorded in the nine months ended September 30, 2025 reflects the large decline in the closing market value of our common stock at September 30, 2025 when compared to December 31, 2024 closing market values. Gain on Extinguishment of Liabilities The Company recorded a gain on the extinguishment of liabilities for the nine months ended September 30, 2025 and 2024 of $2,243,991, and $691,730, respectively. The gains reflect income related to the video solutions and entertainment segment’s ability to negotiate down payables and other contract obligations during the nine months ended September 30, 2025 utilizing funds generated by the closing of the February 2025 public equity offering on February 13, 2025. The gain on extinguishment of liabilities was $691,730 for the nine months ended September 30, 2024, which reflects income related to the entertainment segment’s ability to negotiate down payables and other contract obligations during the period. The Company utilized funds from the related party note payable to resolve numerous outstanding payables at a discounted rate, the discount received was recognized as a gain on extinguishment of liabilities in the condensed consolidated statement of operations for the nine months ended September 30, 2024. Gain on disposal of intangibles Gain on disposal of intangibles decreased to $-0- for the nine months ended September 30, 2025, from $5,582 during the nine months ended September 30, 2024. Gain on Sale of Property, Plant and Equipment The Company reported a gain on sale of property, plant and equipment of $-0- and $389,522 during the nine months ended September 30, 2025, and 2024, respectively. During the nine months ended September 30, 2024, the Company sold its building for $5,900,000 less closing costs of $7,194. The carrying amount of the building on the date of sale was $5,461,623. As a result of the sale the Company recorded a gain of $431,183 in the Consolidated Statement of Operation during the nine months ended September 30, 2024. This amount was offset by a separate loss on sale of fixed assets of $41,661 for the nine months ended September 30, 2024 Loss before Income Tax Benefit As a result of the above, we reported net loss before income tax benefit of $(1,185,464) and $(14,424,531) for the nine months ended September 30, 2025 and 2024, respectively, an improvement of $13,239,067 (91.8%). 50 Income Tax Benefit We recorded an income tax benefit of $-0- for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate for both 2025 and 2024 varied from the expected statutory rate due to our continuing to provide a 100% valuation allowance on net deferred tax assets. We determined that it was appropriate to continue the full valuation allowance on net deferred tax assets as of September 30, 2025 and December 31, 2024 primarily because of the recurring operating losses. We have further determined to continue providing a full valuation reserve on our net deferred tax assets as of September 30, 2025. We had approximately $159,965,000 of federal net operating loss carryforwards and $1,796,111 of research and development tax credit carryforwards as of September 30, 2025 and December 31, 2024 available to offset future net taxable income. Net Loss As a result of the above, we reported net income (loss) of $(1,185,464) and $(14,424,531) for the nine months ended September 30, 2025 and 2024, respectively, an improvement of $13,239,067 (91.8%). Net Income Attributable to Noncontrolling Interests of Consolidated Subsidiary The Company has a 51% equity interest in its consolidated subsidiary, Nobility Healthcare. As a result, the noncontrolling shareholders or minority interest is allocated 49% of the income/loss of Nobility Healthcare which is reflected in the condensed consolidated statement of income (loss) as “net income (loss) attributable to noncontrolling interests of consolidated subsidiary”. We reported net income attributable to noncontrolling interests of consolidated subsidiary of $118,133 and a net loss of $1,939,143 for the nine months ended September 30, 2025 and 2024, respectively. Net Loss Attributable to Common Stockholders As a result of the above, we reported a net loss of $(1,303,597) and $(12,485,388) for the nine months ended September 30, 2025 and 2024, respectively, an improvement of $11,181,791 (89.6%). Basic and Diluted Loss per Share The basic and diluted loss per share was $1.40 and $7,793.63 for the nine months ended September 30, 2025 and 2024, respectively, for reasons previously noted. All outstanding stock options and Common Stock purchase warrants were considered antidilutive and therefore excluded from the calculation of diluted income (loss) per share for the nine months ended September 30, 2025 and 2024. Such potentially dilutive securities were excluded from the computation because of their exercise price being higher than the market value of our Common Stock and the net loss reported for 2025 and 2024. Liquidity and Capital Resources Overall: Management’s Liquidity Plan. We have experienced net losses and cash outflows from operating activities since inception. Based upon our current operating forecast, we anticipate that we will need to restore positive operating cash flows and/or raise additional capital in the short-term to fund operations, meet our customary payment obligations and otherwise execute our business plan over the next 12 months. We are continuously in discussions to raise additional capital, which may include a variety of equity and debt instruments; however, there can be no assurance that our capital raising initiatives will be successful. Our recurring losses and level of cash used in operations, along with uncertainties concerning our ability to raise additional capital, raise substantial doubt about our ability to continue as a going concern. Cash, cash equivalents: As of September 30, 2025, we had cash and cash equivalents with an aggregate balance of $793,360, an increase from a balance of $454,314 at December 31, 2024. Summarized immediately below and discussed in more detail in the subsequent subsections are the main elements of the $339,046 net increase in cash during the nine months ended September 30, 2025: ● Operating activities : Net cash used in operating activities was $8,996,431 and $4,086,023 for the nine months ended September 30, 2025 and 2024, respectively, a deterioration of $4,910,410. The decline in operating cash flows primarily reflects the repayment of accounts payable (funded by proceeds from our February 2025 public equity offering), higher noncash gains from changes in the fair value of warrant derivative liabilities and from liability and debt extinguishments, which reduced noncash add-backs to operating cash flow, and unfavorable changes in operating assets and liabilities period over period. ● Investing activities : Net cash provided by (used in) investing activities was $(349,319) and $392,523 for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, we made expenditures for the purchase of property plant and equipment and also for patents. During the nine months ended September 30, 2024, we sold our building and collected $550,644 in net proceeds. ● Financing activities : Net cash provided by financing activities was $9,684,796 and $3,330,482 for the nine months ended September 30, 2025 and 2024, respectively. During 2025, we completed several financing transactions: (i) a February 2025 public equity offering of common stock with detachable warrants generating $14,308,300 in net cash proceeds, (ii) issuance of an unsecured promissory note providing $600,000 in net cash proceeds, and (iii) issuance of a senior secured convertible note with detachable warrants providing $610,000 in net cash proceeds. These were partially offset by repayments on outstanding borrowings, including senior secured promissory notes and merchant cash advances. 51 The net result of these activities was an increase in cash of $339,046 to $793,360 for the nine months ended September 30, 2025. Commitments: We have $793,360 of cash and cash equivalents and net negative working capital of $115,393 as of September 30, 2025. Accounts receivable and other receivables balances represented $4,796,447 of our net working capital at September 30, 2025. We intend to collect our outstanding receivables on a timely basis and reduce the overall level during 2025, which would help to provide positive cash flow to support our operations during 2025 and beyond. Inventory represents $2,622,542 of our net working capital at September 30, 2025. We are actively managing the level of inventory, and our goal is to reduce such level during 2025 by our sales activities, the decrease of which should provide additional cash flow to help support our operations during 2025 and beyond. Capital Expenditures: We had the following material commitments for capital expenditures at September 30, 2025: Lease commitments. Total lease expense under the Company’s operating leases was approximately $546,797 during the nine months ended September 30, 2025. The following sets forth the operating lease right of use assets and liabilities as of September 30, 2025: Assets: Operating lease right of use assets, net $ 1,496,418 Prepayment of rent 138,843 Total operating lease right of use asset $ 1,635,261 Liabilities: Operating lease obligations-current portion 248,012 Operating lease obligations-less current portion 1,248,406 Total operating lease obligations $ 1,496,418 Following are the minimum lease payments for each year and in total. Year ending December 31: 2025 (October 1, 2025 through December 31, 2025) $ 52,738 2026 381,251 2027 448,051 2028 364,652 2029 and thereafter 489,231 Total undiscounted minimum future lease payments 1,735,923 Imputed interest (239,505 ) Total operating lease liability $ 1,496,418 Debt obligations - We have the following outstanding debt as of September 30, 2025 which require future principal payments: September 30, 2025 Economic injury disaster loan (EIDL) $ 141,948 Unsecured Promissory note – Entertainment Segment 550,000 Senior Secured Promissory Notes 806,451 Unamortized debt issuance costs (494,668 ) Debt obligations 1,003,731 Less: current maturities of debt obligations (865,292 ) Debt obligations, long-term $ 138,439 Debt obligations mature on an annual basis as follows as of September 30, 2025: September 30, 2025 2025 (July 1, 2025 to December 31, 2025) $ 628,811 2026 237,379 2027 3,677 2028 3,817 2029 and thereafter 130,047 Total $ 1,003,731 52 Litigation. From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. It is our policy to not disclose the specifics of any claim or threatened lawsuit until the summons and complaint are actually served on us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We re-evaluate and update accruals as matters progress over time. While the ultimate resolution is unknown, we do not expect that these lawsuits will individually, or in the aggregate, have a material adverse effect to our results of operations, financial condition or cash flows. However, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows. See Note 9, “Commitments and Contingencies,” to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q for information on our litigation. Critical Accounting Estimates Our significant accounting policies are summarized in Note 1, “Nature of Business and Summary of Significant Accounting Policies ,” to our condensed consolidated financial statements. While the selection and application of any accounting policy may involve some level of subjective judgments and estimates, we believe the following accounting policies and estimates are the most critical to our financial statements, potentially involve the most subjective judgments in their selection and application, and are the most susceptible to uncertainties and changing conditions: ● Revenue Recognition / Allowance for Doubtful Accounts; ● Allowance for Excess and Obsolete Inventory; ● Goodwill and other intangible assets; ● Warranty Reserves; ● Fair value of assets and liabilities acquired in business combinations ; ● Fair value of warrant derivative liabilities; ● Stock-based Compensation Expense; and ● Accounting for Income Taxes. Revenue Recognition / Allowances for Doubtful Accounts. Revenue is recognized for the shipment of products or delivery of service when all five of the following conditions are met: (i) Identify the contract with the customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when a performance obligation is satisfied. We consider the terms and conditions of the contract and our customary business practices in identifying our contracts under ASC 606. We determine we have a contract when the customer order is approved, we can identify each party’s rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception we evaluate whether the contract includes more than one performance obligation. We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract. Our performance obligations consist of (i) products, (ii) professional services, and (iii) extended warranties. The transaction price is determined based on the consideration to which we expect to be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts contain a significant financing component. 53 If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on the relative standalone selling price (“SSP”). Revenue for our video solutions segment is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue is recognized when control of the service is transferred to the customer, in an amount that reflects the consideration that we expect to receive in exchange for our services. We generate all our revenue from contracts with customers. Revenue for our revenue cycle management segment is recorded on a net basis, as its primary source of revenue is its end-to-end service fees. These service fees are reported as revenue monthly, upon completion of our performance obligation to provide the agreed upon services. Revenue for our entertainment segment is recorded on a gross or net basis based on management’s assessment of whether we are acting as a principal or agent in the transaction. The determination is based upon the evaluation of control over the event ticket, including the right to sell the ticket, prior to its transfer to the ticket buyer. We sell our tickets held in inventory, which consists of one performance obligation, being to transfer control of an event ticket to the buyer upon confirmation of the order. We act as the principal in these transactions as we own the ticket at the time of sale, therefore we control the ticket prior to transferring to the customer. In these transactions, revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed. Payment is typically due upon delivery of the ticket. We also act as an intermediary between buyers and sellers through the online secondary marketplace. Revenues derived from this marketplace primarily consist of service fees from entertainment operations, and consist of one primary performance obligation, which is facilitating the transaction between the buyer and seller, being satisfied at the time the order has been confirmed. As we do not control the ticket prior to the transfer, we act as an agent in these transactions. Revenue is recognized on a net basis, net of the amount due to the seller when an order is confirmed, the seller is then obligated to deliver the tickets to the buyer per the seller’s listing. Payment is due at the time of sale. We review all significant, unusual, or non-standard shipments of product or delivery of services as a routine part of our accounting and financial reporting process to determine compliance with these requirements. Extended warranties are offered on selected products, and when a customer purchases an extended warranty, the associated proceeds are treated as deferred revenue and recognized over the term of the extended warranty. For our video solutions segment, our principal customers are state, local, and federal law enforcement agencies, which historically have been low risks for uncollectible accounts. However, we have commercial customers and international distributors that present a greater risk for uncollectible accounts than such law enforcement customers and we consider a specific reserve for bad debts based on their individual circumstances. Our historical bad debts have been negligible since we commenced deliveries during 2006. For our entertainment segment, our customers are mainly online visitors that pay at the time of the transaction, and we collect the service fees charged with the transaction. Thus, leading to minimal risk for uncollectible accounts, to which we then consider a specific reserve for bad debts based on their individual circumstances. As we continue to learn more about the collectability related to this recent acquisition, we will track historical bad debts and continue to assess appropriate reserves. For our revenue cycle management segment, our customers are mainly medium to large healthcare organizations that are charged monthly upon the execution of our services. Being these customers are healthcare organizations with minimal risk for uncollectible accounts; we consider a specific reserve for bad debts based on their individual circumstances. As we continue to learn more about the collectability related to this recently added segment, we will track historical bad debts and continue to assess appropriate reserves. Allowance for Excess and Obsolete Inventory. We record valuation reserves on our inventory for estimated excess or obsolete inventory items. The amount of the reserve is equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions. On a quarterly basis, management performs an analysis of the underlying inventory to identify reserves needed for excess and obsolescence. Management uses its best judgment to estimate appropriate reserves based on this analysis. In addition, we adjust the carrying value of inventory if the current market value of that inventory is below its cost. Inventories consisted of the following at September 30, 2025 and December 31, 2024: September 30, 2025 December 31, 2024 Raw material and component parts– video solutions segment $ 2,833,268 $ 2,589,804 Work-in-process– video solutions segment 49,400 4,906 Finished goods – video solutions segment 1,071,682 1,655,317 Finished goods – entertainment segment 435,077 505,694 Subtotal 4,389,427 4,755,721 Reserve for excess and obsolete inventory– video solutions segment (1,659,289 ) (2,037,252 ) Reserve for excess and obsolete inventory – entertainment segment (107,596 ) (132,403 ) Total inventories $ 2,622,542 $ 2,586,066 54 We balance the need to maintain strategic inventory levels to ensure competitive delivery performance to our customers against the risk of inventory obsolescence due to changing technology and customer requirements. As reflected above, our inventory reserves represented 40% of the gross inventory balance at September 30, 2025, compared to 46% of the gross inventory balance at December 31, 2024. We had $1,766,885 and $2,169,655 in reserves for obsolete and excess inventories at September 30, 2025 and December 31, 2024, respectively. The decrease in the inventory reserve is primarily due to the reduction in finished goods and movement of excess inventory. Additionally, the Company determined a reasonable reserve for inventory held at the ticket operating segment, in which some inventory items sell below cost or go unsold, thus having to be fully written-off following the event date. We believe the reserves are appropriate given our inventory levels as of September 30, 2025. If actual future demand or market conditions are less favorable than those projected by management or significant engineering changes to our products that are not anticipated and appropriately managed, additional inventory write-downs may be required in excess of the inventory reserves already established. Goodwill and other intangible assets. When we acquire a business, we determine the fair value of the assets acquired and liabilities assumed on the date of acquisition, which may include a significant amount of intangible assets such as customer relationships, software and content, as well as goodwill. When determining the fair values of the acquired intangible assets, we consider, among other factors, analyses of historical financial performance and an estimate of the future performance of the acquired business. The fair values of the acquired intangible assets are primarily calculated using an income approach that relies on discounted cash flows. This method starts with a forecast of the expected future net cash flows for the asset and then adjusts the forecast to present value by applying a discount rate that reflects the risk factors associated with the cash flow streams. We consider this approach to be the most appropriate valuation technique because the inherent value of an acquired intangible asset is its ability to generate future income. In a typical acquisition, we engage a third-party valuation expert to assist us with the fair value analysis for acquired intangible assets. Determining the fair values of acquired intangible assets requires us to exercise significant judgment. We select reasonable estimates and assumptions based on evaluating a number of factors, including, but not limited to, marketplace participants, consumer awareness and brand history. Additionally, there are significant judgments inherent in discounted cash flows such as estimating the amount and timing of projected future cash flows, the selection of discount rates, hypothetical royalty rates and contributory asset capital charges. Specifically, the selected discount rates are intended to reflect the risk inherent in the projected future cash flows generated by the underlying acquired intangible assets. Determining an acquired intangible asset’s useful life also requires significant judgment and is based on evaluating a number of factors, including, but not limited to, the expected use of the asset, historical client retention rates, consumer awareness and trade name history, as well as any contractual provisions that could limit or extend an asset’s useful life. The Company’s goodwill is evaluated in accordance with FASB ASC Topic 350, which requires goodwill to be assessed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. In addition, an impairment evaluation of our amortizable intangible assets may also be performed if events or circumstances indicate potential impairment. Among the factors that could trigger an impairment review are current operating results that do not align with our annual plan or historical performance; changes in our strategic plans or the use of our assets; restructuring changes or other changes in our business segments; competitive pressures and changes in the general economy or in the markets in which we operate; and a significant decline in our stock price and our market capitalization relative to our net book value. When performing our annual assessment of the recoverability of goodwill, we initially perform a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount. If we do not believe that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of our qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then we perform a two-step quantitative impairment test. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of our estimates are subject to uncertainty. Among the factors that we consider in our qualitative assessment are general economic conditions and the competitive environment; actual and projected reporting unit financial performance; forward-looking business measurements; and external market assessments. To determine the fair values of our reporting units for a quantitative analysis, we typically utilize detailed financial projections, which include significant variables, such as projected rates of revenue growth, profitability and cash flows, as well as assumptions regarding discount rates, the Company’s weighted average cost of capital and other data. We performed an impairment test as of the last day of the fiscal third quarter of 2024 as management determined that a triggering event had occurred resulting from the additional decline in demand for our services, prolonged economic uncertainty, the fact that the split-off transaction did not occur when and as expected and a further decrease in our stock price. Therefore, we performed an impairment test for our reporting units with remaining goodwill. The fair value of each reporting unit was estimated using a weighting of the income and market valuation approaches. The income approach applied a fair value methodology to each reporting unit based on discounted cash flows. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally-developed forecasts of revenue and profitability, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. The weighted average cost of capital used in our most recent impairment test ranged from 20.9% to 32.5%. We also applied a market approach, which develops a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the operating results of the reporting units. The primary market multiples used are revenue and earnings before interest, taxes, depreciation, and amortization. The income and market approaches were equally weighted in our most recent annual impairment test, for all of the reporting units. The combined fair values for all reporting units were then reconciled to our aggregate market value of our shares of Common Stock on the date of valuation, while considering a reasonable control premium. We consider a reporting unit’s fair value to be substantially in excess of the reporting unit’s carrying value at a 25% premium or greater. Based on our most recent impairment test, the video solutions reporting unit’s fair value was substantially in excess of its carrying value, while the revenue cycle management and entertainment segments were determined to be impaired. We held goodwill of $5,480,966 as of September 30, 2024, related to businesses within our revenue cycle management segment. We held goodwill of $6,112,507 as of September 30, 2024, respectively, related to businesses within our entertainment segment. As a result of our September 30, 2024 interim impairment test, we concluded that the carrying amount of the revenue cycle management and the entertainment reporting units exceeded its estimated fair values. Thus, we recorded a non-cash goodwill impairment charge of $4,322,000, related to the goodwill carrying balance for the revenue cycle management segment, and a non-cash goodwill impairment charge of $307,000, related to the goodwill carrying balance for the entertainment segment, both of which was included in goodwill and intangible asset impairment charge on our Condensed Consolidated Statements of Operations for the three months ended September 30, 2024. The goodwill impairment was primarily driven by recent performance of the revenue cycle management and entertainment reporting units since our annual impairment testing date, as well as a delay in the projected timing of recovery. The remaining balance for the goodwill carrying balance related to businesses within our revenue cycle management segment and entertainment segment was $1,158,966 and $5,805,507, respectively as of September 30, 2025 and December 31, 2024. Warranty Reserves. Historically, we recorded an assurance-type warranty liability related to hardware sold. As we have transitioned to a cloud-based, subscription model in which devices are typically provided as part of the service rather than sold, the volume of products subject to an assurance-type warranty has become insignificant. For subscription deployments, our obligations consist of maintenance/support and service-level commitments, which are accounted for under ASC 606 as services (and any service-level credits as variable consideration), not as assurance-type warranties. Based on claims history and expected costs, anticipated assurance-type warranty costs are immaterial. 55 Warrant derivative liabilities. The Company accounts for their derivative financial instruments in accordance with ASC 815 “Derivatives and Hedging” therefore any embedded conversion options and warrants accounted for as derivatives are to be recorded at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. Accounting for Income Taxes. Accounting for income taxes requires significant estimates and judgments on the part of management. Such estimates and judgments include, but are not limited to, the effective tax rate anticipated to apply to tax differences that are expected to reverse in the future, the sufficiency of taxable income in future periods to realize the benefits of net deferred tax assets and net operating losses currently recorded and the likelihood that tax positions taken in tax returns will be sustained on audit. As required by authoritative guidance, we record deferred tax assets or liabilities based on differences between financial reporting and tax bases of assets and liabilities using currently enacted rates that will be in effect when the differences are expected to reverse. Authoritative guidance also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that all or some portion of the deferred tax asset will not be realized. As of September 30, 2025 and December 31, 2024, we have fully reserved all of our deferred tax assets. Based on a review of our deferred tax assets and recent operating performance, we determined that our valuation allowance should be increased to fully reserve our deferred tax assets at September 30, 2025 and December 31, 2024. We determined that it was appropriate to continue to provide a full valuation reserve on our net deferred tax assets as of September 30, 2025 and December 31, 2024, because of the overall net operating loss carryforwards available. We expect to continue to maintain a full valuation allowance until we determine that we can sustain a level of profitability that demonstrates our ability to realize these assets. To the extent we determine that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. Such a reversal would be recorded as an income tax benefit and, for some portion related to deductions for stock option exercises, an increase in shareholders’ equity. As required by authoritative guidance, we have performed a comprehensive review of our portfolio of uncertain tax positions in accordance with recognition standards established by the FASB, an uncertain tax position represents our expected treatment of a tax position taken in a filed tax return or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. We have no recorded liability as of September 30, 2025 and December 31, 2024 representing uncertain tax positions. We have generated substantial deferred income tax assets related to our operations primarily from the charge to compensation expense taken for stock options, certain tax credit carryforwards and net operating loss carryforwards. For us to realize the income tax benefit of these assets, we must generate sufficient taxable income in future periods when such deductions are allowed for income tax purposes. In some cases where deferred taxes were the result of compensation expense recognized on stock options, our ability to realize the income tax benefit of these assets is also dependent on our share price increasing to a point where these options have intrinsic value at least equal to the grant date fair value and are exercised. In assessing whether a valuation allowance is needed in connection with our deferred income tax assets, we have evaluated our ability to generate sufficient taxable income in future periods to utilize the benefit of the deferred income tax assets. We continue to evaluate our ability to use recorded deferred income tax asset balances. If we fail to generate taxable income for financial reporting in future years, no additional tax benefit would be recognized for those losses, since we will not have accumulated enough positive evidence to support our ability to utilize net operating loss carryforwards in the future. Therefore, we may be required to increase our valuation allowance in future periods should our assumptions regarding the generation of future taxable income not be realized. Inflation and Seasonality Inflation has not materially affected us during the past fiscal year. We do not believe that our Video Solutions and Revenue Cycle Management segments business is seasonal in nature, however; the Entertainment Segment is expected to generate higher revenue during the second half of the calendar year than in the first half. Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not Applicable. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures, as such terms are defined in Rules 13a-15(e) under the Exchange Act. The Company, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of such disclosure controls and procedures for this Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2025 to provide reasonable assurance that material information required to be disclosed by the Company in this Report was recorded, processed, summarized and communicated to the Company’s management as appropriate and within the time periods specified in SEC rules and forms. As part of our plan to remediate our controls which were not effective, we are performing a full review of our internal control procedures. We have implemented, and plan to continue to implement, new controls and new processes. We have hired and plan to continue to hire additional qualified personnel and establish more robust processes to support our internal control over financial reporting, including clearly defined roles and responsibilities. The Company anticipates time being required to complete the implementation and to assess and ensure the sustainability of these controls. The effectiveness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Changes in Internal Control over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. 56 PART II – OTHER INFORMATION Item 1. Legal Proceedings. The information regarding certain legal proceedings in which we are involved as set forth in Note 9 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) is incorporated by reference into this Item 1. In addition to such legal proceedings, we are faced with or involved in various other claims and legal proceedings arising in the normal course of our businesses. At this time, we do not believe any material losses under such other claims and proceedings to be probable. While the ultimate outcome of such claims or legal proceedings cannot be predicted with certainty, it is in the opinion of management, after consultation with legal counsel, that the final outcome in such proceedings, in the aggregate, would not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Item 1A. Risk Factors. As a smaller reporting company, we are not required to provide the information required by this Item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. There were no unregistered sales of equity securities during the three and nine months ended September 30, 2025 that were not disclosed by the Company on a Current Report on Form 8-K. Item 3. Defaults upon Senior Securities. There were no defaults upon senior securities during the three and nine months ended September 30, 2025 that were not disclosed by the Company on a Current Report on Form 8-K. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. Not applicable. 57 Item 6. Exhibits. (a) Exhibits: Exhibit Number Description of Exhibit 3.1 Certificate of Amendment to Articles of Incorporation of Digital Ally, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K with the SEC on May 23, 2025). 4.1 Form of Senior Secured Convertible Note(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 4.2 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.1 Form of Securities Purchase Agreement related to Notes and Warrants (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.2 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.3 Form of Trademark Security Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.4 Form of Patent Security Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.5 Form of Subsidiary Guarantee (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.6 Form of Registration Rights Agreement related to the Notes and Warrants (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.7 Form of Leak-Out Agreement relating to the Notes and Warrants (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.8 Form of Securities Purchase Agreement relating to the ELOC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.9 Form of Registration Rights Agreement relating to the ELOC (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K with the SEC on September 17, 2025). 10.10 Form of First Amendment to Common Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K with the SEC on November 7, 2025). 31.1 Certificate of Stanton E. Ross pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as amended. 31.2 Certificate of Thomas J. Heckman pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as amended. 32.1 Certificate of Stanton E. Ross pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934, as amended. 32.2 Certificate of Thomas J. Heckman pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934, as amended. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Schema Document 101.CAL Inline XBRL Calculation Linkbase Document 101.DEF Inline XBRL Definition Linkbase Document 101.LAB Inline XBRL Label Linkbase Document 101.PRE Inline XBRL Presentation Linkbase Document 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. 58 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 12, 2025 DIGITAL ALLY, INC. By: /s/ Stanton E. Ross Name: Stanton E. Ross Title: Chief Executive Officer By: /s/ Thomas J. Heckman Name: Thomas J. Heckman Title: Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) 59