What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-14 · 245 added, 362 removed, 92 unchanged (87% of the section changed)

3 unchanged sentences

Forward-Looking

quarterly report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact

are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to:

any projections

of earnings, revenue, or other financial items;

any statements regarding the adequacy, availability, and sources of capital, any statements

of the plans, strategies, and objectives of management for future operations;

any statements concerning proposed new products, services,

or developments;

any statements regarding future economic conditions or performance;

Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the U.S.

Private Securities Litigation

Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 175 promulgated

thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated

All statements other than statements of historical fact are “forward-looking statements” for purposes of federal

and state securities laws, including, but not limited to:

any projections of earnings, revenue, or other financial items;

any statements

regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for

future operations;

any statements concerning proposed new products, services, or developments;

any statements regarding future economic

conditions or performance;

any statements of belief;

and any statements of

assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “will,”

“estimate,” “intend,” “continue,” “believe,” “expect,” “plan,”

“project,” or “anticipate,” and other similar words.

In addition to any assumptions and other factors and matters

referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ

materially from those contained in the forward-looking statements include those factors set forth in the “Risk Factors” section

included in our registration statement on Form S-1 (File No.

333-282621), as amended, which was initially filed with the SEC on October

11, 2024 and declared effective by the SEC on February 7, 2025, and in our registration statement on Form S-1 (File No.

333-288741), as

amended, which was initially filed with the SEC on July 17, 2025 and declared effective by the SEC on August 12, 2025.

and any statements of assumptions underlying any of the foregoing.

Forward-looking

statements may include the words “may,” “might,” “will,” “should,” “would,”

“could,” “likely,” “estimate,” “intend,” “continue,” “future,”

“potential,” “believe,” “expect,” “plan,” “project,” “target,”

“forecast,” “outlook,” or “anticipate,” and other similar words or phrases.

In addition to any assumptions

and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual

results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in the

“Risk Factors” section included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities

Exchange Commission (the “SEC”) on March 28, 2025 (the “Annual Report”) .

we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from

1 unchanged sentence

Our future financial condition and results of operations, as well as any forward-looking statements, are

subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report.

We do not intend, and undertake

no obligation, to update any forward-looking statement, except as required by law.

subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report on Form 10-Q.

We do not intend,

and undertake no obligation, to update any forward-looking statement, except as required by law.

information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read

1 unchanged sentence

10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition

and Results of Operations contained in our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March

28, 2025 (the “Annual Report”).

and Results of Operations contained in the Annual Report.

are a provider of event planning, production, and broadcasting services headquartered in Pennsylvania.

6 unchanged sentences

of physical events.

of the date of this quarterly report, we primarily generate revenue from virtual and hybrid events delivered to corporate customers.

We experienced an increase in our total revenue in the second quarter of fiscal year 2025, mainly due to an increase in revenue from

our physical events, which were provided to a new customer.

For the six months ended June 30, 2025 and 2024, we had total revenue of

approximately $1,855,000 and $2,151,000, respectively, and net loss of approximately $7,620,000 and $826,000, respectively.

months ended June 30, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $1,587,000 and $1,972,000,

of the date of this Quarterly Report on Form 10-Q, we primarily generate revenue from virtual and hybrid events delivered to corporate

We experienced an increase in our total revenue in the third quarter of fiscal year 2025, mainly due to a higher demand in

physical events during the period vs the same period last year.

For the nine months ended September 30, 2025 and 2024, we had total revenue

of approximately $543,000 and $535,000, respectively, and net loss of approximately $1,987,000 and $975,000, respectively.

months ended September 30, 2025 and 2024, the revenue generated from virtual and hybrid events was approximately $2,059,000 and $2,462,000,

respectively, accounting for approximately 86% and 92% of our total revenue, respectively;

and the revenue generated from physical

events was approximately $268,000 and $179,000, respectively, accounting for approximately 14.4% and 8.3% of our total revenue, respectively.

and the revenue generated from physical events

was approximately $339,000 and $224,000, respectively, accounting for approximately 14% and 8% of our total revenue, respectively.

mission is to deliver top-tier planning, production, and broadcasting services for virtual, hybrid and physical events.

2 unchanged sentences

accessible to all.

Agreement and Stipulation with Sunpeak Holdings Corporation (“SHC”)

April 23, 2025, we entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with SHC, which became

effective on April 30, 2025, to settle certain outstanding obligations owed by us.

Pursuant to the Settlement Agreement, SHC agreed to

purchase certain outstanding payables owed by us to our designated creditors totaling approximately $4.91 million (the “Claims”)

and agreed to exchange the Claims for a settlement amount payable in shares of our common stock (the “Settlement Shares”).

The Settlement Shares were priced at the closing price of our common stock on April 23, 2025, subject to adjustment pursuant to the terms

of the Settlement Agreement.

other things, in the event that our common stock’s market price decreases to or below $0.25 per share or if at any time the thirty-day

average volume of the trading of our common stock drops to at or below 100,000 shares per day, then we will be deemed to be in default

under the Settlement Agreement.

SHC has agreed that it will not become the beneficial owner of more than 4.99% of common stock of us

at any point in time.

The Settlement Agreement and the issuance of the Settlement Shares were approved by the Circuit Court of the Twelfth

Judicial Circuit in and for Manatee County, Florida, Civil Division (the “Court”), on April 30, 2025 (Case No.

2025 CA 000858).

The Court entered an order confirming the fairness of the terms and conditions of the Settlement Agreement and the issuance of the Settlement

accordance with the terms of the Settlement Agreement, the Company issued the following amounts of freely tradable shares of common stock

(i) 175,000 shares on May 9, 2025 (the “Settlement Fee Shares”), (ii) 1,372,000 shares on May 14, 2025, (iii) 1,458,000

shares on May 15, 2025, (iv) 690,000 shares on June 4, 2025, (v) 707,000 shares on June 11, 2025, and (vi) 1,158,000 shares on June 25,

2025 (such shares in clauses (ii) through (vi) being, collectively, the “Issued Settlement Shares, ” and together with the

Settlement Fee Shares, the “SHC Shares”).

issuance of the SHC Shares were made in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities

Act of 1933, as amended, which exempts from registration any securities issued in exchange for one or more outstanding securities, claims,

or property interests where the terms and conditions of such issuance and exchange are approved by a court of competent jurisdiction

after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such

exchange have the right to appear.

foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K dated May 2, 2025 and is incorporated by

reference herein.

Stock Purchase Agreement (“Purchase Agreement”) and Registration Right Agreement with Lincoln Park Capital Fund, LLC (“Lincoln

June 23, 2025, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln

Park committed to purchase from us, from time to time and subject to certain limitations and conditions, up to an aggregate of $20,000,000

of shares of our common stock over the term of the Purchase Agreement.

On the same date, we issued 882,145 shares of our common stock

to Lincoln Park.

In connection with the Purchase Agreement, we also entered into a registration rights agreement, dated June 23, 2025

(the “Registration Rights Agreement”), with Lincoln Park, pursuant to which we agreed to file a registration statement on

Form S-1 with the SEC to register under the Securities Act of 1933 the resale of the shares of our common stock that have been and may

be issued to Lincoln Park under the Purchase Agreement.

foregoing description of the Purchase Agreement and Registration Rights Agreement (collectively, the LPC Transaction Documents”)

does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and Registration

Rights Agreement, which was filed as Exhibit 10.2 and Exhibit 10.3 to our Current Report on Form 8-K dated June 24, 2025, and is incorporated

by reference herein.

Issuance to Bancroft Capital, LLC (“Bancroft”)

connection with our initial public offering in February 2025, we entered into an underwriting agreement with Bancroft, under which Bancroft

was granted a right of first refusal to act as the sole placement agent for any private equity offerings we undertake.

As compensation

for the services Bancroft provided in connection with our entry into the LPC Transaction Documents, Bancroft invoiced us for a fee of

61,750 shares of our common stock.

Accordingly, on July 31, 2025, we issued 61,750 shares of our common stock to Bancroft as payment

for its services with respect to such transaction.

Issuance to MicroCap Advisory, LLC

July 18, 2025, the Company entered into a market awareness agreement, dated as of June 27, 2025 (the “MCA Agreement”), with

MicroCap Advisory, LLC (the “MC Advisor”), pursuant to which the MC Advisor will provide investor communications and market

awareness services to the Company for a six-month term.

The MC Advisor will develop and implement a multi-step investor outreach strategy,

including positioning, media planning, and campaign execution.

As compensation, the MC Advisor will receive a $15,000 setup fee and $100,000

per month, beginning one week after execution of the MCA Agreement.

Additionally, the Company will issue 500,000 fully earned warrants

to the MC Advisor, exercisable at $0.40 per share for two years, with anti-dilution adjustments in the event of a reverse stock split

and cashless exercise rights if unregistered.

Either party may terminate the MCA Agreement after 60 days upon 30 days’ written

As of the date of this quarterly report, the Company has not issued any warrants to the MC Advisor.

The Company expects to issue

the foregoing warrants to the MC Advisor by the end of 2025.

Financial Performance Indicators

4 unchanged sentences

computer and software costs, and advertising and marketing expenses.

expect general and administrative expenses to fluctuate as a result of operating as a public company.

profit and operating profit margin

3 unchanged sentences

income (expenses)

time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expense).

time to time, we have non-recurring, non-operating gains and losses which are reflected through other income (expense) such as gains/losses

of assets, non-cash valuation adjustments related to the 3(a)(10), impairment and or write-offs of investments.

expenses consist of interest expenses arising from borrowings.

of Operations

of Results of Operations for the three months ended June 30, 2025 and 2024

following table sets forth our statements of operations for the three months ended June 30, 2025 and 2024:

(in thousands, except change % data)

Three Months Ended June 30,

Delivered events - Virtual and Hybrid

Delivered events - Physical

of Results of Operations for the three months ended September 30, 2025 and 2024

following table sets forth our statements of operations for the three months ended September 30, 2025 and 2024:

thousands, except change % data)

Months Ended September 30,

Delivered events

- Virtual and Hybrid

events - Physical

Total Revenues

1 unchanged sentence

Operating expenses:

Selling, General and Administrative Expenses

Depreciation expenses

Total operating expenses

Loss from operations

Other income (expenses), net

Interest expenses

Loss before income taxes

Provision for income taxes

for the three months ended June 30, 2025 was $1,116,000 compared to $1,023,000 for the three months ended June 30, 2024.

Revenue increased

by $93,000, or 9.1%, compared to the three months ended June 30, 2024.

The increase was primarily driven by the following factors:

delivered events – virtual and hybrid events for the three months ended June 30, 2025 decreased by $36,000, or 4.0%, compared

to the three months ended June 30, 2024, mainly due to opportunities shifting to the third quarter of 2025, as clients shifted event

dates outside of the quarter.

Revenue from delivered

events – physical events for the three months ended June 30, 2025 increased by $129,000, or 97.7%, compared to the three months

ended June 30, 2024, mainly due to approximately $100,000 in revenue from additional events delivered to a new customer.

of revenue for the three months ended June 30, 2025 was $175,000 compared to $141,000 for the three months ended June 30, 2024.

of revenue increased by $34,000, or 24.1%, compared to the three months ended Jun 30, 2024.

The increase was primarily due to an increase

in physical events for such period causing the cost of revenue to increase by a proportionate amount.

Selling, General and Administrative

operating expenses

from operations

Other expenses,

before income taxes

Income tax credit

increased by $8,000, or 1.5%, to $543,000.

The increase was primarily driven by following factors:

from delivered events – Virtual and Hybrid decreased by $1 8 ,000 mainly due to events shifting out of the current quarter due

to shifting in event timelines from our customers.

from delivered events – physical events increased by $2 6 ,000, mainly due to a large number of physical events taking place

in the quarter from our clients allowing us to recognize all of the revenue within the period.

of revenue increased by $29,000, or 26.6%, to $138,000, reflecting the increase amount of physical events that took place within the

period since it has a larger labor component then virtual events.

General and Administrative Expenses (“SG&A expenses”)

expenses for the three months ended June 30, 2025 was $2,153,000 compared to $1,243,000 for the three months ended June 30, 2024.

expenses increased by $910,000, or 73.2%, compared to the three months ended Jun 30, 2024.

The increase was primarily due to the Company

now being a publicly traded organization, for additional legal, auditor, and SEC fees.

Income (Expense), net and Interest Expenses

expense for the three months ended June 30, 2025 was $1,344,000 and was primarily comprised of expenses in connection with entry into

the Settlement Agreement during the three months ended June 30, 2025 .

expenses for the three months ended June 30, 2025 was $80,000 compared to $48,000 for the three months ended June 30, 2024.

expenses increased by $32,000, or by 66.7%, primarily due to the increase in borrowing.

a result of the foregoing, the net loss was $2,784,000 during the three months ended June 30, 2025 compared to the net loss of $420,000

during the three months ended June 30, 2024.

expenses increased by $874,000, or 66.7%, to $2,185,000, due to additional company related expense due to being a public entity which

was not the case during the same period last year.

Expenses such as quarterly reviews and yearly audits, NASDAQ fees, D&O insurance, and SEC legal expenses.

expense increased by $133,000 to $147,000 due to the continued development of Xivid Pro.

Income (Expense), net

expense decreased by $22,000, or 95.7%, to $1,000, primarily due to no one time items taking place in the quarter.

expenses decreased by $3,000, or 4.8%, to $59,000, primarily due to the lower outstanding short-term loans during the three months ended

September 30, 2025.

a result of the foregoing, the net loss was $1,987,000 during the three months ended September 30, 2025 compared to the net loss of $975,000

during the three months ended September 30, 2024.

Financial Measures

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by dividing non-GAAP net loss by the diluted weighted average shares of common stock outstanding.

We believe the presentation of these

adjusted operating results provides useful supplemental information to investors and facilitates the analysis and comparison of our operating

results across reporting periods.

Three Months Ended June 30,

Our management believes non-GAAP net

loss and non-GAAP net loss per share are key performance measures and uses such measures to evaluate our operating performance.

we believe that the presentation of these adjusted operating results provides useful supplemental information to investors and facilitates

the analysis and comparison of our operating results across reporting periods.

Our calculation of non-GAAP net loss and non-GAAP net

loss per share may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve

as an accurate basis of comparison among companies.

Non-GAAP net loss and non-GAAP net loss per share should not be considered in isolation

from, or as a substitute for, financial information prepared in accordance with GAAP.

Months Ended September 30,

(in thousands,

Stock-based compensation expense

except share data)

compensation expense

Non-GAAP net loss

Weighted-average number of shares of common stock outstanding used to compute net loss per share, basic and diluted

Net loss per share - basic and diluted

Non-GAAP net loss per share - basic and diluted

Weighted-average number

of shares of common stock outstanding used to compute net loss per share, basic and diluted

Net loss per share -

basic and diluted

Non-GAAP net loss per

share - basic and diluted

EBITDA is a key measure used by our management to help us analyze our financial results, establish budgets and operating goals for managing

our business, evaluate our performance and make strategic decision.

our business, evaluate our performance and make strategic decisions.

Accordingly, we believe that the presentation of Adjusted EBITDA

is useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting

Our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by our peer companies

and therefore may not serve as an accurate basis of comparison among companies.

Adjusted EBITDA should not be considered in isolation

from, or as a substitute for, financial information prepared in accordance with GAAP.

define Adjusted EBITDA as our net loss excluding:

(i) depreciation and amortization, (ii) other expense (income), and (iii) stock-based

compensation expense.

(i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization,

(iv) other expense (income), and (v) stock-based compensation expense.

following table provides a reconciliation of net loss to Adjusted EBITDA:

Three Months Ended June 30,

Months Ended September 30,

(in thousands)

Interest expenses

Provision for income taxes

Depreciation and amortization

Other income (expenses), net

Stock-based compensation expenses

Other expenses

Stock-based compensation

Adjusted EBITDA

of Results of Operations for the six months ended June 30, 2025 and 2024

following table sets forth our statements of operations for the six months ended June 30, 2025 and 2024:

(in thousands, except change % data)

Six Months Ended June 30,

Delivered events - Virtual and Hybrid

Delivered events - Physical

of Results of Operations for the nine months ended September 30, 2025 and 2024

following table sets forth our statements of operations for the nine months ended September 30, 2025 and 2024:

thousands, except change % data)

Months Ended September 30,

Delivered events

- Virtual and Hybrid

events - Physical

Total Revenues

2 unchanged sentences

Selling, General and Administrative Expenses

Depreciation expenses

Total operating expenses

Loss from operations

Other income (expenses), net

Interest expenses

Loss before income taxes

Provision for income taxes

for the six months ended June 30, 2025 was $1,855,000 compared to $2,151,000 for the six months ended June 30, 2024.

Revenue decreased

by $296,000, or 13.8%, compared to the six months ended June 30, 2024.

The decrease was primarily driven by the following factors:

from delivered events – virtual and hybrid events for the six months ended June 30, 2025 decreased by $385,000, or 19.5%, compared

to the six months ended June 30, 2024, mainly due to one of our major customers that usually hosts a bi-annual event which took place

in 2024 and did not occur again as of the date of this quarterly report.

Revenue from delivered

events – physical events for the six months ended June 30, 2025 increased by $89,000, or 49.7%, compared to the six months

ended June 30, 2024, mainly due to approximately $100,000 in revenue from additional events delivered to a new customer.

of revenue for the six months ended June 30, 2025 was $361,000 compared to $425,000 for the six months ended June 30, 2024.

Cost of revenue

decreased by $64,000, or 15.1%, compared to the six months ended Jun 30, 2024.

The decrease was primarily due to a reduction in the amount

of equipment rentals needed for physical events and utilizing contractors, rather than fulltime staff.

General and Administrative Expenses (“SG&A expenses”)

expenses for the six months ended June 30, 2025 was $7,319,000 compared to $2,448,000 for the six months ended June 30, 2024.

expenses increased by $4,871,000, or 199.0%, compared to the six months ended Jun 30, 2024.

The increase was primarily due to accounting

for $3.5m of stock compensation expenses along with additional expenses of being a public company.

Income (Expense), net and Interest Expenses

expense for the six months ended June 30, 2025 was $1,350,000 and was primarily comprised of expenses in connection with entry into the

Settlement Agreement during the six months ended June 30, 2024.

expenses for the six months ended June 30, 2025 was $149,000 compared to $74,000 for the six months ended June 30, 2024.

Interest expenses

increased by $75,000, or by 101.4%, primarily due to the increase in borrowing.

a result of the foregoing, the net loss was $7,620,000 during the six months ended June 30, 2025 compared to the net loss of $826,000

during the six months ended June 30, 2024.

operating expenses

from operations

Other income (expenses),

before income taxes

Income tax credit

decreased by $288,000, or 10.7%, to $2,398,000.

The decrease was primarily driven by following factors:

from delivered events – Virtual and Hybrid decreased by $403,000 mainly due to an event series with our biggest customer that

took place in the three-month ended March 31, 2024, but did not repeat in the three month ended March 31, 2025.

This event is held

by our biggest customer every other year.

from delivered events – physical events increased by $115,000, mainly due to a significant amount of more deals closed and

delivered within the period vs the same time period last year.

of revenue decreased by $3 5 ,000, or 6.6%, to $499,000, reflecting the lower direct costs associated with the lower revenue during the

nine months ended September 30, 2025.

General and Administrative Expenses

expenses increased by $5,7 45 ,000, or 152.8%, to $9,504,000, primarily due to $3,500,000 of stock compensation expenses along with additional

expenses of being a public company.

expense increased by $40 2 ,000 to $44 3 ,000 due to the continued development of Xivid Pro.

Income (Expense), net

expense increased by $1,32 5 ,000, or 5,096.2%, to $1,351,000, primarily due to expenses in connection with entry into the Settlement Agreement

during the nine months ended September 30, 2024.

expenses increased by $7 2 ,000, or 52.9%, to $2 08 ,000, primarily due to the increase in short-term loans during the nine months ended

September 30, 2025.

a result of the foregoing, the net loss was $9,607,000 during the nine months ended September 30, 2025 compared to the net loss of $1,801,000

during the nine months ended September 30, 2024.

Financial Measures

3 unchanged sentences

by dividing non-GAAP net loss by the diluted weighted average shares of common stock outstanding.

We believe the presentation of these

adjusted operating results provides useful supplemental information to investors and facilitates the analysis and comparison of our operating

results across reporting periods.

Six Months Ended June 30,

Our management believes non-GAAP net

loss and non-GAAP net loss per share are key performance measures and uses such measures to evaluate our operating performance.

we believe that the presentation of these adjusted operating results provides useful supplemental information to investors and facilitates

the analysis and comparison of our operating results across reporting periods.

Our calculation of non-GAAP net loss and non-GAAP net

loss per share may differ from similarly titled non-GAAP measures, if any, reported by our peer companies and therefore may not serve

as an accurate basis of comparison among companies.

Non-GAAP net loss and non-GAAP net loss per share should not be considered in isolation

from, or as a substitute for, financial information prepared in accordance with GAAP.

Months Ended September 30,

(in thousands,

Stock-based compensation expense

except share data)

compensation expense

Non-GAAP net loss

Weighted-average number of shares of common stock outstanding used to compute net loss per share, basic and diluted

Net loss per share - basic and diluted

Non-GAAP net loss per share - basic and diluted

Weighted-average number

of shares of common stock outstanding used to compute net loss per share, basic and diluted

Net loss per share -

basic and diluted

Non-GAAP net loss per

share - basic and diluted

EBITDA is a key measure used by our management to help us analyze our financial results, establish budgets and operating goals for managing

our business, evaluate our performance and make strategic decision.

our business, evaluate our performance and make strategic decisions.

Accordingly, we believe that the presentation of Adjusted EBITDA

is useful supplemental information to investors and facilitates the analysis and comparison of our operating results across reporting

Our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by our peer companies

and therefore may not serve as an accurate basis of comparison among companies.

Adjusted EBITDA should not be considered in isolation

from, or as a substitute for, financial information prepared in accordance with GAAP.

define Adjusted EBITDA as our net loss excluding:

(i) depreciation and amortization, (ii) other expense (income), and (iii) stock-based

compensation expense.

(i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization,

(iv) other expense (income), and (v) stock-based compensation expense.

following table provides a reconciliation of net loss to Adjusted EBITDA:

Six Months Ended June 30,

Months Ended September 30,

(in thousands)

Interest expenses

Provision for income taxes

Depreciation and amortization

Other income (expenses), net

Stock-based compensation expenses

Other expenses

compensation expenses

Adjusted EBITDA

Flows/Liquidity

flows as of June 30, 2025 and December 31, 2024

of June 30, 2025 and December 31, 2024, we had cash of $739,000 and $48,000, respectively.

Liquidity is a measure of our ability to meet

potential cash requirements.

We generally fund our operations with cash flow from operations, and, when needed, borrowed funds from financial

institutions and capital injections from our principal shareholders.

Our principal use of liquidity has been to fund our daily operations

and working capital.

We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations

for the next 12 months, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating

customers, acquire new customer contracts, and secure additional financing.

and Capital Resources

primary liquidity needs for the next 12 months and beyond will include cash to (i) provide capital to facilitate the growth of our business,

(ii) pay our short-term debt obligations, as discussed in the notes to the consolidated financial statements, and (iii) pay our operating

of September 30, 2025 and December 31, 2024, we had cash of $310,000 and $48,000, respectively.

Liquidity is a measure of our ability

to meet potential cash requirements.

We generally fund our operations with cash flow from operations, and, when needed, borrowed funds

from financial institutions and capital injections from our majority shareholders.

In June 2025, we entered into a purchase agreement

with Lincoln Park Capital Fund, LLC (“Lincoln Park”), giving the us the right, but not the obligation to sell to Lincoln

Park up to $20.0 million worth of shares of our common stock.

As of September 30, 2025, we have sold 1,520,609 shares of common stock

to Lincoln Park for proceeds of $426,000, as part of the equity line financing arrangement.

As of September 30, 2025, $19.6 million was

available to draw pursuant to the purchase agreement with Lincoln Park.

principal use of liquidity has been to fund our daily operations and working capital and we expect that to continue for the next 12 months

We expect that our cash and cash equivalents will be sufficient to fund our operating expenses and cash obligations for the

next 12 months and beyond, although our ability to continue as a going concern depends upon our ability to attract and retain revenue

generating customers, acquire new customer contracts, and secure additional financing.

Obligations and Commitments

of September 30, 2025, the Company had total of $5,182,0000 contractual obligations for future payments.

of September 30, 2025

(in thousands)

Six Months Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

due by period:

Short-term debt

Operating lease payments

of September 30, 2025, we had outstanding short-term debt obligations of $4,57 2 ,000 which matures within the next twelve months.

have $610,000 in operating lease obligations due over the next six years.

capital expenditures primarily consist of acquisition of computer hardware equipment and capitalized software.

the nine months ended September 30, 2025 and 2024, we spent $828,000 and $781,000, respectively, on acquisitions of computer hardware/equipment

and capitalized software.

Sheet Arrangements

of September 30, 2025, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

flows for the nine months ended September 30, 2025 and 2024

Months Ended September 30,

Cash flows from operating

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

2 unchanged sentences

Stock-based compensation

Loss on extinguishment of debt

Changes in operating assets and liabilities:

Loss on extinguishment

Changes in operating assets

and liabilities:

Accounts receivable

Advance - related party

Prepaid expenses and other assets

Prepaid expenses and other

Income tax receivable

2 unchanged sentences

Deferred revenue

Operating lease liabilities

Net cash used in operating activities

Cash flows from investing activities:

lease liabilities

Net cash used in operating

Cash flows from investing

Purchase of property and equipment

Purchase of capitalized internal-use software

Net cash used in investing activities

Cash flows from financing activity

Purchase of capitalized

internal-use software

Net cash used in investing

Cash flows from financing

Proceeds from short-term loans - related party

2 unchanged sentences

Payment for deferred offering costs

Net cash provided by financing activity

Net cash provided by financing

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

provided by operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including stock-based compensation

expense and depreciation and amortization, as well as the effect of changes in operating assets and liabilities during each period.

the six months ended June 30, 2025, net cash used in operating activities was $7,577,000, primarily resulting from our net loss during

the period and increase in advances to a related party, partially offset by non-cash adjustments related to stock-based compensation

and loss on extinguishment of debt.

the six months ended June 30, 2024, net cash used in operating activities was $1,007,000, primarily resulting from our net loss.

cash used in investing activities decreased from $541,000 for the six months ended June 30, 2024 to $530,000 for the six months ended

June 30, 2025.

The decrease in cash outflow was mainly due to a decrease in the purchase of property and equipment.

cash provided by financing activity increased from $1,327,000 for the six months ended June 30, 2024 to $8,798,000 for the six months

ended June 30, 2025.

The increase was primarily due to the proceeds received from issuance of shares and short-term loans, partially

offset by the payments made related to the outstanding loans.

Obligations and Commitments

of June 30, 2025, the Company had total of $4,306,000 contractual obligations for future payments.

As of June 30, 2025

(in thousands)

Payments due by period:

Short-term debt

Operating lease payments

capital expenditure primarily consists of acquisition of computer hardware equipment and capitalized software.

the six months ended June 30, 2025 and 2024, we spent $529,000 and $511,000, respectively, on acquisitions of computer hardware/equipment

and capitalized software.

Sheet Arrangements

of June 30, 2025, the Company did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

the nine months ended September 30, 2025, net cash used in operating activities was $9,035,000, compared to $1,763,000 during the nine

months ended September 30, 2024.

The increase was primarily due to a higher net loss during the nine months ended September 30, 2025.

cash used in investing activities increased from $817,000 during the nine months ended September 30, 2024 to $828,000 during the nine

months ended September 30, 2025.

The increase was mainly due to higher spending on capitalized software development costs.

cash provided by financing activities increased from $2,480,000 during the nine months ended September 30, 2024 to $10,125,000 during the

nine months ended September 30, 2025.

The increase was primarily due to proceeds from the issuance of shares, partially offset by the

repayment of short-term loans.

Accounting Policies and Estimates

preparation of the consolidated financial statements and accompanying notes included elsewhere in this annual report requires us to make

estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent

assets and liabilities.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable

under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities

that are not readily apparent from other sources.

We have identified certain accounting policies that are significant to the preparation

of our consolidated financial statements.

These accounting policies are important for an understanding of our financial condition and

results of operation.

Critical accounting policies are those that are most important to the portrayal of our financial conditions and

results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make

estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Certain accounting estimates

are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting

the estimate may differ significantly from management’s current judgments.

While our significant accounting policies are more fully

described in Note 2 to the consolidated financial statements included elsewhere in this quarterly report, we believe the following critical

accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements.

preparation of the consolidated financial statements in conformity with the U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date,

and the reported amounts of revenue and expense during the reporting period.

These estimates are based on management’s best knowledge

of current events and actions that the Company may undertake in the future and include, but are not limited to, allowance for credit

losses, useful lives of property and equipment and capitalized software, the carrying value of operating lease right-of-use assets, impairment

of long-lived assets, and valuation allowance against net deferred tax assets.

Actual results could differ from those estimates.

following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our financial statements:

Company applies ASC 606 for all periods presented in the consolidated financial statements.

To determine the appropriate amount of revenue

to be recognized in accordance with ASC 606, the Company follows a five-step model as follows:

– Identification of the contract with a customer

– Identification of the performance obligation in the contract

– Determination of the transaction price

– Allocation of the transaction price to the performance obligation in the contract

– Recognition of revenue when, or as, a performance obligation is satisfied

virtual and physical event revenue

from hybrid, virtual and physical events is generated from producing and delivering hybrid or virtual events using the Company’s

platform, the Xyvid Pro Platform, or delivering physical events.

Virtual events are online events and conferences where participants

interact in an online environment, and physical events are events where participants meet in a physical location.

transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services

to the customer.

The transaction price is generally fixed at contract inception and is based on the agreed upon rates stated in the contract

which indicates the amount of consideration the Company expects to be entitled to in exchange for satisfaction of performance obligation

(i.e., delivering events).

The amount on the final invoice depends on the actual work performed and might differ from the amount stated

in the initial contract.

When there is variable consideration included in the transaction price if, in the management’s judgment,

it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur, the Company and

the customer agree on the price on the final invoice, and revenue is recognized based on the amount on the final invoice.

contracts contain a significant financing component.

Revenue is recognized net of any taxes collected from customers, which are subsequently

remitted to government entities.

is recognized at the time the related performance obligation is satisfied by transferring the promised services to the customer, which

is upon completion of the event.

Revenue is recognized in an amount that reflects the consideration that the Company expects to receive

in exchange for those services.

Company sometimes enters into the contract with a bundle of events.

Contracts that contain multiple performance obligations require an

allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling

The Company’s contracts with multiple performance obligations are generally sold over the same contract terms as that of

the contract with single performance obligation and have the same pattern of transferring services to the customer, and therefore, they

are accounted for as one combined performance obligation in the context of the contract.

time to time, the Company engages subcontractors for delivering events.

The Company assesses and records revenue on a gross basis as

a principal versus on a net basis as an agent in the presentation of revenue and expenses.

For events delivered with subcontractors,

the Company has concluded that gross reporting is appropriate because the Company (i) has the risk of identifying and hiring qualified

vendors, (ii) has the discretion to select the vendors and establish their price and duties, and (iii) bears the risk for services that

are not fully paid for by its customers.

and Equipment, Net

and equipment are recorded at the cost less accumulated depreciation.

Depreciation is computed using the straight-line method.

The estimated

useful lives of assets are as follows:

and Equipment

Computer and equipment

Furniture and fixture

Leasehold improvement

Shorter of 10 years or lease

and maintenance costs are expensed as incurred.

assets consist of capitalized software.

The Company accounts for its software development costs in accordance with the guidance in ASC

350-40, Internal-use software.

The costs incurred prior to the application development stage and post implementation are expensed as

Direct and incremental internal and external costs incurred during the application development stage are capitalized until

the application is substantially complete and ready for its intended use, at which point amortization begins.

Training, data conversion

and maintenance costs are expensed as incurred.

Costs of capitalized software are amortized on a straight-line basis over the estimated

period of benefit, which is approximately five to seven years, and are recorded in cost of revenue in the Consolidated Statements of

or Disposal of Long-Lived Assets

assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may

not be recoverable.

For long-lived assets to be held and used, the Company recognizes an impairment loss only if the carrying amount

is not recoverable when compared to the Company’s undiscounted cash flows, and the impairment loss is measured based on the difference

between the carrying amount and fair value.

Long-lived assets held for sales are reported at the lower of cost or fair value less costs

preparation of the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q

in conformity with U.S.

GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities,

revenue and expenses, and related disclosure of contingent assets and liabilities.

We base our estimates on historical experience, management’s

best knowledge of current events, actions that the Company may undertake in the future, and on various other assumptions that are believed

to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets

and liabilities that are not readily apparent from other sources.

Our actual results could differ from these estimates under different

assumptions or conditions.

Refer to “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of the Annual

Report for a complete discussion of our critical accounting policies and estimates.

There have been no material changes to our critical

accounting policies and estimates since the Annual Report.

Quantitative and Qualitative Disclosures About Market Risk .

1 unchanged sentence

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What changed 10-Q

Item 2. Management’s Discussion and Analysis