What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 460 added, 379 removed, 141 unchanged (86% of the section changed)

FINANCIAL STATEMENTS

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Operations

(In thousands, except for share and per share amounts)

For the Three Months Ended

POWER SOLUTIONS, INC.

Consolidated Statements of Operations

thousands, except for share and per share amounts)

For the Three

Cost of goods sold

1 unchanged sentence

Selling, general and administrative

Research and development

Total operating expenses

and development

operating expenses

Operating loss from continuing operations

Interest income, net

Other income, net

Loss before income taxes

Income tax benefit

Net loss from continuing operations

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Weighted average common shares outstanding:

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except for share amounts)

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

POWER SOLUTIONS, INC.

Consolidated Balance Sheets

thousands, except for share amounts)

Current assets

Accounts receivable, net of allowance for credit losses of $ 14 and $ 13 as of March 31, 2025 and December 31, 2024, respectively

Prepaid expenses and other current assets

Accounts receivable, net

of allowance for credit losses of $ 21 and $ 13 as of June 30, 2025, and December 31, 2024, respectively

expenses and other current assets

Total current assets

2 unchanged sentences

Financing lease right-of-use assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Lease receivable and other assets

LIABILITIES AND STOCKHOLDERS’

Current liabilities

Accounts payable and accrued liabilities

Current portion of operating lease liabilities

Current portion of financing lease liabilities

Accounts payable and accrued

Current portion of operating

lease liabilities

Current portion of financing

lease liabilities

Deferred revenue

1 unchanged sentence

Income taxes payable

Dividend payable

Total current liabilities

2 unchanged sentences

Other long-term liabilities

Total liabilities

Stockholders’ equity

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized;

Common stock, $ 0.001 par value, 30,000,000 shares authorized;

11,120,266 shares issued and outstanding on March 31, 2025, and December 31, 2024

Preferred stock, $ 0.001

par value, 5,000,000 shares authorized;

Common stock, $ 0.001 par

value, 30,000,000 shares authorized;

11,095,266 and 11,120,266 shares issued and outstanding on June 30, 2025, and December 31, 2024,

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

For the Three Months Ended

stockholders’ equity

Total liabilities and

stockholders’ equity

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

POWER SOLUTIONS, INC.

Consolidated Statements of Cash Flows

Operating activities

Adjustments to reconcile net loss to net cash provided by/ (used in) operating activities:

Amortization of right-of-use financing leases

Amortization of right-of-use operating leases

Change in allowance for credit losses

Adjustments to reconcile

net loss to net cash used in operating activities:

Amortization of right-of-use

financing leases

Amortization of right-of-use

operating leases

Change in allowance for

credit losses

Stock-based compensation

Loss attributable to equity method investee

Loss on disposal of property and equipment

Gain on change in consideration due to buyer

Changes in current operating assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

Accounts payable, accrued liabilities and other liabilities

Income attributable to

equity method investee

Loss on disposal of property

and equipment

Selling profit on sales-type

Gain on change in consideration

Changes in current operating

assets and liabilities:

Accounts receivable, net

Prepaid expenses and other

Accounts payable, accrued

liabilities and other liabilities

Deferred revenue

Operating lease liabilities

Net cash provided by/ (used in) operating activities

lease liabilities

cash used in operating activities

Investing activities

Purchase of property and equipment

Net cash used in investing activities

Purchase of property and

of consideration payable

cash used in investing activities

Financing activities

Net proceeds from issuance of common stock

Net proceeds from issuance

of common stock

Payment of cash dividend

Principal repayments of financing leases

Net cash (used in)/ provided by financing activities

(Decrease) increase in cash

Cash, beginning of year

Cash, end of year

repayments of financing leases

cash (used in)/ provided by financing activities

(Decrease)/ increase in

beginning of year

Supplemental cash flow information:

Interest paid

Non-cash investing and financing activities:

Transfer from property and equipment to inventory

Property and equipment obtained in exchange for accounts payable

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Condensed Consolidated Statements of Changes in

Stockholders’ Equity

(In thousands, except for share amounts)

Income taxes paid, net

Non-cash investing and financing

Surrender and retirement

of common stock

Transfer from property

and equipment to inventory

Sales-type lease origination

Derecognition of assets

in exchange for net investment in sales-type lease

Property and equipment

obtained in exchange for accounts payable

Finance lease ROU assets

obtained in exchange for finance lease liabilities

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

POWER SOLUTIONS, INC.

Consolidated Statements of Changes in Stockholders’ Equity

thousands, except for share amounts)

stockholders’

Balance - January 1, 2024

Balance - March 31, 2024

Stock-based compensation

Issuance of common stock, net of transaction costs

Surrender and retirement

of common stock

of common stock, net of transaction costs

Balance - June 30,

Balance - March 31, 2025

Stock-based compensation

and retirement of common stock

Balance - June 30,

stockholders’

Balance - January 1, 2024

Stock-based compensation

Balance - March 31, 2025

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

PIONEER POWER SOLUTIONS, INC.

Notes to Unaudited Condensed Consolidated Financial

Statements for the Quarterly Period Ended March 31, 2025

Surrender and retirement

of common stock

of common stock, net of transaction costs

Balance - June 30,

Balance - January 1, 2025

Stock-based compensation

and retirement of common stock

Balance - June 30,

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

POWER SOLUTIONS, INC.

to Unaudited Condensed Consolidated Financial Statements for the Quarterly Period Ended June 30, 2025

thousands, except for share and per share amounts)

BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES

Organization and Operations

Pioneer Power Solutions, Inc.

and its wholly owned

subsidiary (referred to herein as the “Company” or “Pioneer”) design, manufacture, service and integrate distributed

energy resources, power generation equipment and mobile electric vehicle (“EV”) charging solutions.

Pioneer’s products and services

are sold to a broad range of customers in the utility, industrial and commercial markets.

Pioneer’s customers include, but are not limited to,

federal and state government entities, package delivery business’, school bus fleet operations, EV charging infrastructure developers

and owners, and distributed energy developers.

Pioneer is headquartered in Fort Lee, New Jersey and operates from two (2) additional locations

in the United States for manufacturing, service and maintenance, engineering, and sales and administration.

In determining operating and reportable segments in

accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment

Reporting (“ASC 280”), the Company concluded that it has one reportable segment:

Critical Power Solutions (“Critical

Power”), as defined in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange

Commission (the “SEC”) on April 14, 2025.

and Operations

Power Solutions, Inc.

and its wholly owned subsidiary (referred to herein as the “Company” or “Pioneer”) design,

manufacture, service and integrate distributed energy resources, power generation equipment and mobile electric vehicle (“EV”)

charging solutions.

Pioneer’s products and services are sold to a broad range of customers in the utility, industrial and commercial

Pioneer’s customers include, but are not limited to, federal and state government entities, package delivery business’,

school bus fleet operations, EV charging infrastructure developers and owners, and distributed energy developers.

Pioneer is headquartered

in Fort Lee, New Jersey and operates from two (2) additional locations in the United States for manufacturing, service and maintenance,

engineering, sales and administration.

determining operating and reportable segments in accordance with Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), the Company concluded that it has one reportable

Critical Power Solutions (“Critical Power”), as defined in its Annual Report on Form 10-K for the year ended December

31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025.

of Presentation

The accompanying unaudited condensed consolidated financial statements of the

Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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 of the information and disclosures required by U.S.

accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”) 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 of the information and disclosures required by U.S.

GAAP for complete financial statements.

The Company believes that the disclosures made are adequate to make the information presented not misleading to

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state

the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included.

The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year.

balance sheet data was derived from audited consolidated financial statements but this filing does not include all disclosures required

The Company believes that the disclosures made are adequate to make the information presented

not misleading to the reader.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary

to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements

have been included.

The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal

The year-end balance sheet data was derived from audited consolidated financial statements but this filing does not include all

disclosures required by U.S.

GAAP for a year-end balance sheet.

requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain exceptions

The Company is currently in the process of estimating its annual effective tax rate for the year ending December 31, 2025, and,

as such, the annual effective tax rate is unknown.

740-270 requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period unless certain

exceptions are met.

The Company is currently in the process of estimating its annual effective tax rate for the year ending December

31, 2025, and, as such, the annual effective tax rate is unknown.

unaudited condensed interim consolidated financial statements include the accounts of Pioneer and Titan Energy Systems, Inc.

(“Titan”), its wholly-owned subsidiary.

All significant intercompany accounts and transactions have been eliminated in

consolidation.

These unaudited condensed interim consolidated financial

statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company and its subsidiary included in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2024.

accompanying condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the

its wholly owned subsidiary.

All significant intercompany accounts and transactions have been eliminated in consolidation.

unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements

and notes thereto of the Company and its subsidiary included in the Company’s Annual Report on Form 10-K for the year ended December

accompanying unaudited 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.

As shown in the accompanying unaudited

condensed consolidated financial statements, as of March 31, 2025, the Company had $ 25,840

of cash on hand and working capital of $ 26,151 .

The cash on hand was generated primarily from the sale (the “PCEP Sale”) of the Company’s former wholly owned

subsidiary, Pioneer Custom Electrical Products Corp.

On October 29, 2024, the Company closed on the PCEP sale

for gross cash proceeds of $ 48,000

As of December 31, 2024, the Company recorded a consideration due to the buyer of the PCEP Sale of $3,347 related to a

net working capital adjustment.

On April 16, 2025, the Company and the buyer of the PCEP Sale finalized the net working capital

adjustment and as a result, the Company recorded a $ 1,147

adjustment to the consideration due to the buyer of the PCEP Sale.

Note 8 – Discontinued Operations for details .

The Company has historically met its cash needs through

a combination of cash flows from operating activities and bank borrowings, the completion of the sale of the transformer business units

in August 2019, the completion of the sale of the PCEP business unit in October 2024, and the sale of common stock.

Historically, the

Company’s cash requirements were generally for operating activities, debt repayment, capital improvements and acquisitions.

Company expects to meet its cash needs with the working capital and cash flows from the Company’s operating activities.

expects its cash requirements to be generally for operating activities, product development and capital improvements.

The Company expects

that its current cash balance is sufficient to fund operations for the next twelve months from the date our unaudited condensed consolidated

financial statements are issued.

Risks and Uncertainties

The continuing impacts of the rising interest rates,

inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine,

and the ongoing conflict between Israel and Hamas, have resulted, and may continue to result, in a global slowdown of economic activity,

which may decrease demand for a broad variety of goods and services, including those provided by the Company’s clients, while also

disrupting supply channels, sales channels and advertising and marketing activities for an unknown period of time.

Additionally, recent

changes to U.S.

policy implemented by the U.S.

Congress, the Trump administration or any new administration have impacted and may in the

future impact, among other things, the U.S.

and global economy, international trade relations, unemployment, immigration, healthcare,

taxation, the U.S.

As shown in the accompanying unaudited condensed

consolidated financial statements, as of June 30, 2025, the Company had $ 17,999 of cash on hand and working capital of $ 23,916 .

on hand was generated primarily from the sale (the “PCEP Sale”) of the Company’s former wholly owned subsidiary, Pioneer

Custom Electrical Products Corp.

On October 29, 2024, the Company closed on the PCEP sale for gross cash proceeds

of $ 48,000 and $ 2,000 in equity.

As of December 31, 2024, the Company recorded a consideration due to the buyer of the PCEP Sale of $ 3,347

related to a net working capital adjustment.

On April 16, 2025, the Company and the buyer of the PCEP Sale finalized the net working

capital adjustment and as a result, the Company recorded a $ 1,147 adjustment to the consideration due to the buyer of the PCEP Sale during

the three months ended March 31, 2025.

On April 16, 2025, the Company paid the $ 2,200 consideration payable due to the buyer of the PCEP

See Note 8 – Discontinued Operations for details.

Company has historically met its cash needs through a combination of cash flows from operating activities and bank borrowings, the completion

of the sale of the transformer business units in August 2019, the completion of the sale of the PCEP business unit in October 2024, and

the sale of common stock.

Historically, the Company’s cash requirements were generally for operating activities, debt repayment,

capital improvements and acquisitions.

The Company expects to meet its cash needs with the working capital and cash flows from the Company’s

operating activities.

The Company expects its cash requirements to be generally for operating activities, product development and capital

improvements.

The Company expects that its current cash balance is sufficient to fund operations for the next twelve months from the

date our unaudited condensed consolidated financial statements are issued.

and Uncertainties

continuing impacts of the rising interest rates, inflation, changes in foreign currency exchange rates and geopolitical

developments, such as the ongoing conflict between Russia and Ukraine, and the ongoing conflict between Israel and Hamas, have

resulted, and may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of

goods and services, including those provided by the Company’s clients, while also disrupting supply channels, sales channels

and advertising and marketing activities for an unknown period of time.

Additionally, recent changes to U.S.

policy implemented by

Congress, the Trump administration or any new administration have impacted and may in the future impact, among other

things, the U.S.

and global economy, tariff policies and regulations, international trade relations, unemployment, immigration,

healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

As a result of the current uncertainty in economic activity, the

Company is unable to predict the potential size and duration of the impact on its revenue and its results of operations, if any.

of the potential impact of these macroeconomic factors on the Company’s operational and financial performance will depend on a variety

of factors, including the extent of geopolitical disruption and its impact on the Company’s clients, partners, industry, and employees,

all of which are uncertain at this time and cannot be accurately predicted.

The Company continues to monitor the effects of these macroeconomic

factors and intends to take steps deemed appropriate to limit the impact on its business.

There can be no assurance that precautionary measures,

whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing,

and client service efforts, delay and lengthen its sales cycles, decrease its employees’, clients’, or partners’ productivity,

or create operational or other challenges, any of which could harm its business and results of operations.

All dollar amounts (except share and per share data)

presented are stated in thousands of dollars, unless otherwise noted.

Amounts may not foot due to rounding.

As a result of the current uncertainty in economic

activity, the Company is unable to predict the potential size and duration of the impact on its revenue and its results of

operations, if any.

The extent of the potential impact of these macroeconomic factors on the Company’s operational and

financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the

Company’s clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately

The Company continues to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate

to limit the impact on its business.

can be no assurance that precautionary measures, whether adopted by the Company or imposed by others, will be effective, and such measures

could negatively affect its sales, marketing, and client service efforts, delay and lengthen its sales cycles, decrease its employees’,

clients’, or partners’ productivity, or create operational or other challenges, any of which could harm its business and

results of operations.

dollar amounts (except share and per share data) presented are stated in thousands of dollars, unless otherwise noted.

Amounts may not

foot due to rounding.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the Annual Report for the year

ended December 31, 2024, there have been no material changes to the Company’s significant accounting policies, except as disclosed

in this note.

Recent Accounting Pronouncements

the Annual Report for the year ended December 31, 2024, there have been no material changes to the Company’s significant accounting

policies, except as disclosed in this note.

Accounting Pronouncements

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires enhanced

5 unchanged sentences

will have on its consolidated financial statements and footnote disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income Expense Disaggregation

Disclosures (Subtopic 220- 40)”, and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive

Income - Expense Disaggregation Disclosures (Subtopic 220-40):

November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures

(Subtopic 220- 40)”, and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income

- Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date”.

1 unchanged sentence

to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting

The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and

interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently assessing the impact

that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

Revenue Recognition

Bill and Hold Arrangements

The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently assessing the

impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers

Scope Application of Profits Interest and Share-Based Customer Payments”.

This ASU provides clarification on how to

account for share-based payments made to customers, including updated guidance on performance conditions and forfeiture estimation.

also removes the reference to the ASC 606 constraint guidance for recognizing such awards.

The amendments are effective for fiscal years

beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

The Company is

currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote

and Hold Arrangements

time to time, the Company enters into bill and hold arrangements, whereby the Company sells mobile EV charging equipment and the

5 unchanged sentences

and the risk and rewards of ownership have transferred to the customer.

Additionally, all the following bill and hold criteria

must be met in order for control to be transferred to the customer:

the reason for the bill and hold arrangement is substantive, the customer

has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently

ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer.

Nature of the Company’s products and services

The Company’s principal products and services

include distributed energy resources, power generation equipment and mobile electric vehicle charging solutions.

The Company’s Electrical Infrastructure business

(included in discontinued operations;

see Note 8 – Discontinued Operations for details) provided electric power systems and equipment

and distributed energy resources that helped customers effectively and efficiently protect, control, transfer, monitor and manage their

electric energy needs.

The Company’s Critical Power business provides

customers with power generation equipment and the Company’s suite of mobile e-Boost electric vehicle charging solutions.

Power generation systems represent considerable investments

that require proper maintenance and service in order to operate reliably during a time of emergency.

The Company’s power maintenance

programs provide preventative maintenance, repair and support service for the Company’s customers’ power generation systems.

The timing of revenue recognition, customer billings

and cash collections results in accounts receivable, contract assets and deferred revenue at the end of each reporting period.

assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing

an input method based on the proportion of labor hours incurred as compared to the total estimated labor hours for the fixed-fee contract

performance obligations.

The Company bills customers as work progresses in accordance with agreed-upon contractual terms, either at periodic

intervals, upon achievement of contractual milestones or upon deliveries.

Revenue Recognition

During the three months ended March 31, 2025, and

2024, the Company recognized $ 150 and $ 45 of equipment revenue over time, respectively, from its Critical Power segment.

Additionally,

the Company recognized $ 3,623 and $ 1,064 of revenue at a point in time from the sale of its products, which is typically recognized upon

delivery, from its Critical Power segment during the three months ended March 31, 2025, and 2024, respectively.

Included within point

in time revenue during the three months ended March 31, 2025, was $ 2,337 of revenue recognized pursuant to bill and hold arrangements.

There were no bill and hold arrangements during the three months ended March 31, 2024.

Service revenues include maintenance contracts that

are recognized over time based on the contract term and repair services which are recognized as services are delivered.

all the following bill and hold criteria must be met in order for control to be transferred to the customer:

the reason for the bill

and hold arrangement is substantive, the customer has requested the product be warehoused, the product has been identified as separately

belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability

to use the product or direct it to another customer.

Company determines whether an arrangement is or contains a lease at inception.

The Company leases generators and mobile electric vehicle

charging equipment to certain of its customers.

As a lessor, when a lease meets certain criteria indicating that the Company has effectively

transferred control of the underlying asset to the customer, the lease is classified as a sales-type lease.

When a lease does not meet

the criteria for a sales-type lease but meets the criteria of a direct financing lease, the lease is classified as a direct financing

When none of the required criteria for sales-type lease or direct-financing lease are met, the lease is classified as an operating

Sales-type leases are recognized as a net investment in the lease on the unaudited consolidated balance sheets.

The net investment

comprises the lease receivable including any unguaranteed residual value of the underlying asset.

For sales-type leases, product revenue is generally recognized upon lease commencement.

The discounted unguaranteed residual value of the underlying leased assets is not material to the net

investment in the lease balance.

The Company monitors the performance of customers who leased equipment and are subject to ongoing payments.

No allowance has been recorded for the receivables under the leasing arrangements.

lease terms are included in the Company’s contracts and the determination of whether the Company’s contracts contain leases

generally does not require significant assumptions or judgments.

Leasing revenues do not include material amounts of variable payments.

Lessees do not provide residual value guarantees on rented equipment.

of the Company’s products and services

Company’s principal products and services include distributed energy resources, power generation equipment and mobile electric

vehicle charging solutions.

Company’s Electrical Infrastructure business (included in discontinued operations;

see Note 8 – Discontinued Operations for

details) provided electric power systems and equipment and distributed energy resources that helped customers effectively and efficiently

protect, control, transfer, monitor and manage their electric energy needs.

Company’s Critical Power business provides customers with power generation equipment and the Company’s suite of mobile e-Boost

electric vehicle charging solutions.

generation systems represent considerable investments that require proper maintenance and service in order to operate reliably during

a time of emergency.

The Company’s power maintenance programs provide preventative maintenance, repair and support service for

the Company’s customers’ power generation systems.

timing of revenue recognition, customer billings and cash collections results in accounts receivable, contract assets and deferred revenue

at the end of each reporting period.

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts

billed to customers for contracts utilizing an input method based on the proportion of labor hours incurred as compared to the total

estimated labor hours for the fixed-fee contract performance obligations.

The Company bills customers as work progresses in accordance

with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries.

the three months ended June 30, 2025, and 2024, the Company recognized $ 26 and $ 0 of equipment revenue over time, respectively, from

its Critical Power segment.

Additionally, the Company recognized $ 4,187 and $ 838 of revenue at a point in time from the sale of its products,

which is typically recognized upon delivery, from its Critical Power segment during the three months ended June 30, 2025, and 2024, respectively.

There were no bill and hold arrangements during the three months ended June 30, 2025, and 2024.

the six months ended June 30, 2025, and 2024, the Company recognized $ 177 and $ 45 of equipment revenue over time, respectively, from

its Critical Power segment.

Additionally, the Company recognized $ 7,808 and $ 1,902 of revenue at a point in time from the sale of its

products, which is typically recognized upon delivery, from its Critical Power segment during the six months ended June 30, 2025, and

2024, respectively.

Included within point in time revenue during the six months ended June 30, 2025, was $ 2,337 of revenue recognized

pursuant to bill and hold arrangements.

There were no bill and hold arrangements during the six months ended June 30, 2024.

revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized

as services are delivered.

The Company recognized $ 2,289

$ 2,444 and $ 1,881 of service revenue during the three months ended March 31, 2025, and 2024, respectively.

Under its continuing operations,

the Company recognizes revenue as services are provided.

Amounts billed and due from customers, as well as the value of unbilled account

receivables, are generally classified within current assets in the unaudited condensed consolidated balance sheets.

The change in deferred revenue as of March 31, 2025,

was driven primarily by ordinary course contract activity.

As of January 1, 2024, the Company had a deferred revenue balance of $ 307 .

For the three months ended March 31, 2025, and 2024, the Company recognized revenue of $ 230 and $ 113 respectively, related to amounts

that were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on

the various active contracts during the respective reporting periods.

As of March 31, 2025, the Company had $ 1,146 related to contract

liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue in the unaudited

condensed consolidated balance sheet.

Concentration of Risk

For the three months ended March 31, 2025, the Company

derived 39 % and 11 % of its revenue from two customers.

For the three months ended March 31, 2024, the Company derived 23 % and 16 % of its

revenue from two customers.

As of March 31, 2025, one customer’s outstanding receivable balance equaled 49 % of the total outstanding

receivable balance.

As of December 31, 2024, one customer’s outstanding receivable balance equaled 72 % of the total outstanding

receivable balance.

Return of a product requires that the buyer obtain

permission in writing from the Company.

When the buyer requests authorization to return material for reasons of their own, the buyer will

be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid

by the Company.

The Company warrants title to the products, and also warrants the products on date of shipment to the buyer, to be of

the kind and quality described in the contract, merchantable, and free of defects in workmanship and material.

Returns and warranties

during the three months ended March 31, 2025, were $ 370 , and returns and warranties during the three months ended March 31, 2024, were

insignificant.

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated

by revenue discipline:

of service revenue during the three months ended June 30, 2025,

and 2024, respectively.

revenues include maintenance contracts that are recognized over time based on the contract term and repair services which are recognized

as services are delivered.

The Company recognized $ 4,734 and $ 4,055 of service revenue during the six months ended June 30, 2025, and

2024, respectively.

Under its continuing operations, the Company recognizes revenue as services are provided.

Amounts billed and due

from customers, as well as the value of unbilled account receivables, are generally classified within current assets in the unaudited

condensed consolidated balance sheets.

change in deferred revenue as of June 30, 2025, was driven primarily by ordinary course contract activity.

As of January 1, 2024, the

Company had a deferred revenue balance of $ 307 .

the three months ended June 30, 2025, and 2024, the Company recognized revenue of $ 231 and $ 10 , respectively, related to amounts that

were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on the

various active contracts during the respective reporting periods.

the six months ended June 30, 2025, and 2024, the Company recognized revenue of $ 461 and $ 100 , respectively, related to amounts that

were included in deferred revenue as of December 31, 2024, and 2023, respectively, resulting primarily from the progress made on the

various active contracts during the respective reporting periods.

of June 30, 2025, the Company had $ 923 related to contract liabilities where performance obligations have not yet been satisfied, which

has been included within deferred revenue in the unaudited condensed consolidated balance sheet.

Concentration

the three months ended June 30, 2025, the Company derived 31 % and 19 % of its revenue from two customers.

For the three months ended June

30, 2024, the Company derived 14 % and 13 % of its revenue from two customers.

the six months ended June 30, 2025, the Company derived 34 % and 13 % of its revenue from two customers.

For the six months ended June

30, 2024, the Company derived 14 %, 12 % and 10 % of its revenue from three customers.

of June 30, 2025, one customer’s outstanding receivable balance equaled 53 % of the total outstanding receivable balance.

December 31, 2024, one customer’s outstanding receivable balance equaled 72 % of the total outstanding receivable balance.

As of June 30, 2025, one customer represented 100 % of the Company’s lease receivable balance.

of a product requires that the buyer obtain permission in writing from the Company.

When the buyer requests authorization to return material

for reasons of their own, the buyer will be charged for placing the returned goods in saleable condition, restocking charges and for

any outgoing and incoming transportation paid by the Company.

The Company warrants title to the products, and also warrants the products

on date of shipment to the buyer, to be of the kind and quality described in the contract, merchantable, and free of defects in workmanship

and material.

Returns and warranties during the three and six months ended June 30, 2025, were $ 154 and $ 524 , respectively.

warranties during the three and six months ended June 30, 2024, were insignificant.

Disaggregated

following table presents the Company’s revenues disaggregated by revenue discipline:

OF REVENUE DISAGGREGATED

For the Three Months Ended

For the Three

Revenues - ASC 606

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Revenues - ASC 842

Fixed lease revenue

Total revenues - ASC 842

Sales-type lease revenue

lease revenue

revenues - ASC 842

Total revenue

Lease Revenues

There were no leasing revenues arising from variable lease payments during

the three-month periods ended March 31, 2025, and 2024.

The following table presents future operating lease payments to be received

as of March 31, 2025:

were no leasing revenues arising from variable lease payments during the three and six-month periods ended June 30, 2025, and 2024.

following table presents future operating lease payments to be received as of June 30, 2025:

OF FUTURE OPERATING LEASE PAYMENTS TO BE RECEIVED

For the Years Ending December 31,

The components of inventories are summarized below:

receivable relating to sales-type lease arrangements are presented on the Company’s unaudited condensed consolidated balance sheets

OF SALES TYPE LEASE ARRANGEMENTS

Accounts receivable

Lease receivable and other

investment in sales-type leases

components of inventories are summarized below:

OF INVENTORIES

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The components of accounts payable and accrued liabilities

are summarized below:

components of accounts payable and accrued liabilities are summarized below:

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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Accrued liabilities

Total accounts payable and accrued liabilities

Accrued liabilities primarily consist of accrued insurance,

accrued compensation and benefits and accrued warranty costs.

As of March 31, 2025, and December 31, 2024, accrued insurance was $ 282

and $ 462 , respectively.

Accrued compensation and benefits as of March 31, 2025, and December 31, 2024, were $ 196 and $ 453 , respectively.

Accrued warranty costs as of March 31, 2025, and December 31, 2024, were $ 157 and $ 117 , respectively.

The remainder of accrued liabilities

are comprised of several insignificant accruals in connection with normal business operations.

Total accounts payable

and accrued liabilities

liabilities primarily consist of accrued insurance, accrued compensation and benefits and accrued warranty costs.

As of June 30, 2025,

and December 31, 2024, accrued insurance was $ 106 and $ 462 , respectively.

Accrued compensation and benefits as of June 30, 2025, and

December 31, 2024, were $ 197 and $ 453 , respectively.

Accrued warranty costs as of June 30, 2025, and December 31, 2024, were $ 212 and

$ 117 , respectively.

The remainder of accrued liabilities are comprised of several insignificant accruals in connection with normal business

STOCK-BASED COMPENSATION

A summary of stock option activity during the three

months ended March 31, 2025, is as follows:

summary of stock option activity during the six months ended June 30, 2025, is as follows:

SUMMARY OF STOCK OPTION ACTIVITY

Weighted average

exercise price

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Forfeited/expired

Outstanding as of March 31, 2025

Exercisable as of March 31, 2025

Stock-based compensation expense recorded for the

three months ended March 31, 2025, and 2024, was approximately $ 13 and $ 225 , respectively.

As of March 31, 2025, there was $ 68 of stock-based

compensation expense remaining to be recognized in the consolidated statements of operations over a weighted average remaining period

of 1.3 years.

the three months ended March 31, 2025, the Company recorded no provision for income taxes, resulting in an effective tax rate (ETR) of

0 %, compared to the U.S.

Outstanding as of June 30, 2025

Exercisable as of June 30, 2025

compensation expense recorded for the three and six months ended June 30, 2025, was approximately $ 2 and $ 15 , respectively.

compensation expense recorded for the three and six months ended June 30, 2024, was approximately $ 96 and $ 321 , respectively.

30, 2025, there was $ 43 of stock-based compensation expense remaining to be recognized in the consolidated statements of operations over

a weighted average remaining period of 1.1 years.

the three and six months ended June 30, 2025, the Company recorded no provision for income taxes, resulting in an effective tax rate

(ETR) of 0 %, compared to the U.S.

federal statutory rate of 21 %.

The difference between the Company’s ETR and the statutory rate was primarily

driven by the following significant reconciling items:

The difference between the Company’s ETR and the statutory rate

was primarily driven by the following significant reconciling items:

valuation allowance on federal, state, and foreign deferred tax assets:

2 unchanged sentences

no tax benefit was recognized on current quarter losses or deductible temporary differences;

(ii) Non-deductible permanent items, including meals & entertainment, officer

compensation under IRC §162(m), and penalties, which increased the statutory rate differential;

(ii) Non-deductible

permanent items, including meals & entertainment, officer compensation under IRC §162(m),

and penalties, which increased the statutory rate differential;

(iii) Absence

8 unchanged sentences

Additionally,

due to earnings volatility and the non-reliability of full-year forecasted income, management concluded it was not practicable to

estimate a reliable annual effective tax rate.

As such, the Company applied the discrete method under ASC 740-270-30-18 to calculate

the interim income tax provision.

Company will continue to apply the discrete method until reliable forecast

data becomes available to support a forecast-based ETR.

due to earnings volatility and the non-reliability of full-year forecasted income, management concluded it was not practicable to estimate

a reliable annual effective tax rate.

As such, the Company applied the discrete method under ASC 740-270-30-18 to calculate the interim

income tax provision.

Company will continue to apply the discrete method until reliable forecast data becomes available to support a forecast-based ETR.

July 4, 2025, the President signed into law the “Make Rural America and Main Street Grow Again Act” (commonly referred to

as the One Big Beautiful Bill Act), which makes several significant changes to U.S.

federal income tax law.

Key provisions include:

of 100% bonus depreciation under Internal Revenue Code (“IRC”) Section 168(k)

for qualified property placed in service before January 1, 2030, including a provision effective

retroactively to property acquired after January 19, 2025.

expensing of domestic research and experimental expenditures under new IRC Section 174A,

applicable for tax years beginning after December 31, 2024, with acceleration options for

expenditures incurred between January 1, 2022 and December 31, 2024.

● Modification

to the business interest expense limitation under IRC Section 163(j), reinstating EBITDA-based

adjustable taxable income (ATI) for tax years beginning after December 31, 2024.

the law was enacted after the end of the second quarter, its effects are considered a nonrecognized subsequent event and do not reflect

any adjustments related to the enacted provisions.

provisions of the legislation are effective retroactively to earlier periods in 2025.

These may result in catch up adjustments in the

third quarter to the income tax accounts.

The Company is currently assessing the impact of these retroactive provisions, including any

related remeasurement of deferred tax assets, liabilities, and valuation allowance considerations.

The Company maintains a valuation

allowance on its deferred tax assets and does not expect a material near-term tax benefit from legislation due to its current net operating

loss position.

DISCONTINUED OPERATIONS

Sale of Electrical Infrastructure Segment

On October 29, 2024, the Company entered into an Equity

Contribution and Purchase Agreement (the “Equity Purchase Agreement”), by and among the Company, PCEP, Voltaris Power LLC

(the “Buyer”) and Pioneer Investment LLC (“Investment”).

Pursuant to the terms of the Equity Purchase Agreement,

the Company agreed to:

contribute 4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover Interests”) in exchange for Investment issuing $2,000 of common units (representing approximately 6% of Investment’s issued and outstanding common units on the Closing Date (as defined below)) (the “Rollover Units”) to the Company;

sell all of the issued and outstanding equity interests of PCEP other than the Rollover Interests to the Buyer ((i) and (ii) being, the “Equity Transaction”).

Equity Transaction included total consideration of (i) $ 48,000

in cash, subject to adjustment pursuant to the terms of the Equity Purchase Agreement, and (ii) $ 2,000

in equity pursuant to Investment’s issuance of the Rollover Units to the Company.

As of December 31, 2024, the Company

recorded a consideration due to the Buyer of $3,347 related to a net working capital adjustment.

On April 16, 2025, the Company and

the Buyer finalized the net working capital adjustment and as a result, the Company recorded a $ 1,147

reduction in the consideration due to the Buyer, which is included as a component of discontinued operations during the three months

ended March 31, 2025.

Subsequent to March 31, 2025, the Company paid the $ 2,200

consideration to the Buyer.

Company previously determined that the Electrical Infrastructure business qualified for discontinued operations and as such, the

financial results of the Electrical Infrastructure business are reflected as discontinued operations in the unaudited condensed

consolidated statements of operations for the three months ended March 31, 2024.

Discontinued Operation Financial Information

The following table summarizes the results from discontinued

operations, net of tax, included in the unaudited condensed consolidated statements of operations for the three months ended March 31,

2025, and 2024:

of Electrical Infrastructure Segment

October 29, 2024, the Company entered into an Equity Contribution and Purchase Agreement (the “Equity Purchase Agreement”),

by and among the Company, PCEP, Voltaris Power LLC (the “Buyer”) and Pioneer Investment LLC (“Investment”).

to the terms of the Equity Purchase Agreement, the Company agreed to:

(i) contribute

4% of all of the issued and outstanding equity interests of PCEP to Investment (the “Rollover

Interests”) in exchange for Investment issuing $2,000 of common units (representing

approximately 6% of Investment’s issued and outstanding common units on the Closing

Date (as defined below)) (the “Rollover Units”) to the Company;

all of the issued and outstanding equity interests of PCEP other than the Rollover Interests

to the Buyer ((i) and (ii) being, the “Equity Transaction”).

Equity Transaction included total consideration of (i) $ 48,000 in cash, subject to adjustment pursuant to the terms of the Equity Purchase

Agreement, and (ii) $ 2,000 in equity pursuant to Investment’s issuance of the Rollover Units to the Company.

As of December 31,

2024, the Company recorded a consideration due to the Buyer of $ 3,347 related to a net working capital adjustment.

On April 16, 2025,

the Company and the Buyer finalized the net working capital adjustment and as a result, the Company recorded a $ 1,147 reduction in the

consideration due to the Buyer, which is included as a component of discontinued operations during the six months ended June 30, 2025.

During the three months ended June 30, 2025, the Company paid the $ 2,200 consideration to the Buyer.

Company previously determined that the Electrical Infrastructure business qualified for discontinued operations and as such, the financial

results of the Electrical Infrastructure business are reflected as discontinued operations in the unaudited condensed consolidated statements

of operations for the three and six months ended June 30, 2025.

Operation Financial Information

following table summarizes the results from discontinued operations, net of tax, included in the unaudited condensed consolidated statements

of operations for the three and six months ended June 30, 2025, and 2024:

SCHEDULE OF DISCONTINUED OPERATION FINANCIAL INFORMATION

For the Three Months Ended

For the Three

Cost of goods sold

1 unchanged sentence

Selling, general and administrative

Total operating expenses

Operating income from discontinued operations

operating expenses

Operating (loss) income

from discontinued operations

Interest expense

Gain on sale of business, net of taxes

Loss (gain) on sale of business, net of taxes

Other expense

Net income from discontinued operations

(loss) income from discontinued operations

EQUITY-METHOD INVESTMENT

As disclosed in Note 8 – Discontinued Operations,

on October 29, 2024, the Company deconsolidated its subsidiary, PCEP.

As part of the transaction, the Company retained an equity interest

in Pioneer Investment LLC via the issuance of Rollover Units.

During the three months ended March 31, 2025, the Company recorded a loss from equity method

investee of $ 57 , which is included in other income on the unaudited condensed consolidated

statement of operations.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share data for each period

presented is computed using the weighted average number of shares of common stock outstanding during each such period.

Diluted earnings

(loss) per share data is computed using the weighted average number of common and dilutive common equivalent shares outstanding during

Dilutive common equivalent shares consist of shares that would be issued upon the exercise of stock options and vesting of

restricted stock units, computed using the treasury stock method.

A reconciliation of basic and diluted earnings (loss) per share is as follows

(in thousands, except per share data):

disclosed in Note 8 – Discontinued Operations, on October 29, 2024, the Company deconsolidated its subsidiary, PCEP.

the transaction, the Company retained an equity interest in Pioneer Investment LLC via the issuance of Rollover Units.

During the three

and six months ended June 30, 2025, the Company recorded income from equity method investee of $ 297 and $ 240 , respectively, which is

included in other income on the unaudited condensed consolidated statement of operations.

BASIC AND DILUTED (LOSS) EARNINGS PER SHARE

(loss) earnings per share data for each period presented is computed using the weighted average number of shares of common stock outstanding

during each such period.

Diluted (loss) earnings per share data is computed using the weighted average number of common and dilutive

common equivalent shares outstanding during each period.

Dilutive common equivalent shares consist of shares that would be issued upon

the exercise of stock options and vesting of restricted stock units, computed using the treasury stock method.

reconciliation of basic and diluted (loss) earnings per share is as follows (in thousands, except per share data):

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

For the Three Months Ended

Loss from continuing operations

For the Three

Loss from continuing

income from discontinued operations, net of income taxes

Weighted average common shares outstanding - basic

Weighted average common shares outstanding

Effect of dilutive securities:

Stock options

Restricted stock units

Weighted average common shares outstanding - diluted

Weighted average common

shares outstanding - diluted

Basic (loss) earnings per share:

Loss per share from continuing operations

Loss per share from continuing

earnings per share from discontinued operations

1 unchanged sentence

Diluted (loss) earnings per share:

Loss per share from continuing operations

Loss per share from continuing

earnings per share from discontinued operations

Diluted loss per share

The following securities were excluded from the calculation

of diluted earnings per share because their inclusion would have been anti-dilutive:

following securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

For the Three Months Ended

For the Three

Stock options

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

The Chief Executive Officer of the company (the “CEO”), as the Chief Operating Decision Maker (“CODM”),

organizes the Company, manages resource allocations and measures performance of the Company’s single operating segment, Critical

Power Solutions.

The Critical Power Solutions reportable segment is the Company’s Titan.

business unit.

Critical Power Solutions segment provides mobile high capacity charging equipment, power generation equipment and aftermarket field-services

in order to help customers secure fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure

smooth, uninterrupted power to operations during times of emergency.

The CODM assesses the Company’s performance

and decides how to allocate resources based on consolidated net income (loss) in the unaudited condensed consolidated statements of operations,

which is assessed to be the segment measure of profit or loss.

This measure is used to monitor actual results to evaluate the performance

of the segment versus the forecasted targets.

The segment assets are equal to the assets presented in the unaudited condensed consolidated

balance sheets.

The significant expenses that are regularly provided

to the CODM, which include costs of goods sold, selling, general and administrative expenses and research and development expenses, are

disclosed in the unaudited condensed consolidated statements of operations as a part of the consolidated net income (loss).

segment item that is regularly provided to the CODM includes other income (expense) which is disclosed as a separate line item in the

unaudited condensed consolidated statements of operations.

Other income and expenses consist of interest income and interest expense,

which are disclosed as separate line items in the unaudited condensed consolidated statements of operations.

Chief Executive Officer of the company (the “CEO”), as the Chief Operating Decision Maker (“CODM”), organizes

the Company, manages resource allocations, and measures performance of the Company’s single operating segment, Critical Power Solutions.

The Critical Power Solutions reportable segment is the Company’s Titan business unit.

The Critical Power Solutions segment provides

mobile high-capacity charging equipment, power generation equipment and aftermarket field-services in order to help customers secure

fast vehicle charging where fixed charging infrastructure does not exist, and additionally to ensure smooth, uninterrupted power to operations

during times of emergency.

CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss) in the unaudited

condensed consolidated statements of operations, which is assessed to be the segment measure of profit or loss.

This measure is used

to monitor actual results to evaluate the performance of the segment versus the forecasted targets.

The segment assets are equal to the

assets presented in the unaudited condensed consolidated balance sheets.

significant expenses that are regularly provided to the CODM, which include costs of goods sold, selling, general and administrative

expenses and research and development expenses, are disclosed in the unaudited condensed consolidated statements of operations as a part

of the consolidated net income (loss).

The other segment item that is regularly provided to the CODM includes other income (expense)

which is disclosed as a separate line item in the unaudited condensed consolidated statements of operations.

Other income and (expenses)

consist of interest income and interest (expense), which are disclosed as separate line items in the unaudited condensed consolidated

statements of operations.

October 29, 2024, the Company sold its Electrical Infrastructure segment to Mill Point Capital.

Prior to the sale of the Electrical

Infrastructure segment, the Company’s CODM assessed performance and allocated resources amongst its two

reportable segments.

Prior to the sale of the Electrical Infrastructure

segment, the Company’s CODM assessed performance and allocated resources amongst its two reportable

See Note 8 - Discontinued Operations for additional information.

Revenues are attributable to countries based on the

location of the Company’s customers:

are attributable to countries based on the location of the Company’s customers:

OF ATTRIBUTABLE TO COUNTIES BASED ON THE LOCATION

For the Three Months Ended

For the Three

United States

Approximately 39 % and 11 % of the Company’s revenues

during the three months ended March 31, 2025, were made to Eneridge Inc.

and Verizon Communications Inc., respectively.

Approximately

23 % and 16 % of the Company’s revenues during the three months ended March 31, 2024, were made to AssetWorks, Inc.

and Verizon Communications

Inc., respectively.

The distribution of the Company’s property and equipment by geographic

location is approximately as follows:

31 % and 19 % of the Company’s revenues during the three months ended June 30, 2025, were made to two customers.

Approximately 14 % and 13 % of the Company’s revenues during the three months ended June 30, 2024, were made

to two customers.

Approximately

34 % and 13 % of the Company’s revenues during the six months ended June 30, 2025, were made to two customers.

Approximately 14 %, 12 % and 10 % of the Company’s revenues during the six months ended June 30, 2024, were made to

three customers.

distribution of the Company’s property and equipment by geographic location is approximately as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT BY GEOGRAPHIC

2 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements