All In FutureTech Alliance, Inc.: Form 10-Q for the period ended Sep 30, 2025
Filed with the SEC on Nov 19, 2025 and accepted by EDGAR at Nov 19, 2025, 22:01 ET.
Management's discussion and analysis
As filed, 31,996 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Cautionary Statements
The following discussion and analysis of the results of operations and financial condition of Allied Gaming & Entertainment Inc. (the “Company”) as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2024, which are included in the Form 10-K (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on June 9, 2025. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company and its subsidiaries. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” in our Annual Report, and other factors that we may not know. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements above, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
The Company
Allied Gaming and Entertainment Inc., along with its subsidiaries (“Allied” or the “Company”) is a global experiential entertainment company focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and services. The Company offers a variety of esports, gaming-and entertainment content and services through its three subsidiaries, Allied Esports International (“AEI”), Allied Mobile Entertainment and Allied Experiential Entertainment, including world class tournaments, live and virtual entertainment and gaming events, and original programming to continuously nurture vibrant communities primarily comprising Gen Y, Z, and Alpha consumers.
Under AEI we operate global competitive esports properties designed to connect players and fans via a network of connected arenas and creation of original esports content. AEI owns and operates HyperX Arena Las Vegas, one of the world’s most recognized esports and entertainment events facilities, one mobile arena-Allied Esports Omen Truck, and an original content studio which creates and produces proprietary content series to serve brand activation and promotion, fans and community engagement.
Allied Mobile Entertainment (“AME”) is dedicated to exploring opportunities in the massive and growing mobile games markets. AME’s ownership of a 40% equity interest in Beijing Lianzhong Zhihe Technology Co. Ltd, a prominent mobile games developer and operator who is engaged in the development and distribution of casual mobile games in Mainland China, solidifies our presence in this lucrative sector.
Allied Experiential Entertainment (“AEE”) focuses on orchestrating live entertainment events and offers management and consultation service to experiential entertainment venue operations. In January 2025, AEE made a strategic investment by acquiring a minority interest stake in a partnership engaged in the production and distribution of The Angry Birds Movie 3, which will allow us to potentially receive profits generated by the movie after it is released. This initiative underscores Allied’s commitment to investing in iconic intellectual properties with broad, cross-generational appeal and multi-platform potential; supporting the Company’s growth strategy and expanding its global audience reach.
Allied’s in-person experiences include live events hosted at its flagship arena, HyperX Arena Las Vegas, an affiliate arena with one of its global network of esports arena partners, and its mobile arenas. Allied’s multiplatform content includes its partnerships with live streamers, post-produced episodic content, and short-form repackaged content. Allied’s casual mobile gaming includes contractual relationships with various advertising service providers for advertisements within the Company’s casual mobile games.
Our growth depends, in part, on our ability to adapt to technological advancements, shifts in gamer trends and demands, introductions of new games, evolving intellectual property practices among game publishers, the fusion of gaming and music and industry standards and practices. While change in this industry may be inevitable, we are committed to flexibly adjusting our business model as necessary to accommodate such shifts and maintain a leading position among our competitors.
Our business plan requires significant capital expenditures, and we expect our operating expenses to increase as we continue to expand our marketing efforts and operations in existing and new geographies as well as new vertical markets (including live influencer events, top artist events and concerts, experiential entertainment, casual mobile gaming, live streaming platforms and channels, interactive content monetization, and online esports tournament and gaming subscription platforms), which we believe will provide attractive returns on investment.
Corporate Developments
Collaboration Arrangement
On August 25, 2025, AEI agreed in principle to negotiate and enter into a Project and Venue Operation & Management Agreement (the “COFCO Agreement”) with Hainan Tourism Investment Duty Free Co., Ltd. and Bethune Capital Limited (collectively, the “Parties”) under which the Parties will collaborate on the transformation of the COFCO Yalong Bay International Conference Center located in Sanya, Hainan, China into a comprehensive entertainment complex known as the Allied Esports Arena Asia (the “Project”). AEI made a $2.4 million deposit to participate in the COFCO Agreement, which will grant the Company the right to use the facility and participate in the cash flows generated from the Project. The definitive agreement has not yet been executed by all three parties.
Compliance with Nasdaq Listing Rules
As previously disclosed in a Form 8-K filed on June 25, 2025, on June 25, 2025, Allied Gaming & Entertainment Inc. (the “Company”) submitted a request to Nasdaq Hearings Panel (the “Panel”) to appeal a decision by the Staff of The Nasdaq Stock Market to initiate delisting procedure for non-compliance with Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. On August 4, 2025, the Company held its combined 2024 and 2025 Annual Meeting of Stockholders. In addition, the Company attended the hearing with the Panel and also provided certain supplementary information to the Panel. On September 2, 2025, the Panel issued its decision, in which the Panel finds that the Company is in compliance with Listing Rule 5620(a). Accordingly, the Company has regained compliance with Listing Rule 5620(a) and this matter is now closed.
Noncompliance with Nasdaq Listing Rules
On November 4, 2025, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.0001 per share (the “Common Stock”) was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).
The notification received has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until May 4, 2026 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Common Stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation of compliance with the Bid Price Requirement.
The Company intends to monitor the closing bid price of the Common Stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.
Results of Operations
Our operations consist of our esports gaming operations, casual mobile games and live entertainment events organizing. Our esports gaming operations take place at global competitive esports properties designed to connect players and fans via a network of connected arenas. Through our subsidiaries, we offer esports fans state-of-the-art facilities to compete against other players in esports competitions, host live events with esports superstars that potentially stream to millions of viewers worldwide and produce and distribute esports content at our on-site production facilities and studios. At our flagship arena in Las Vegas, Nevada, we provide an attractive facility for hosting a diverse range of events, including corporate events, tournaments, game launches, and brand activation. Furthermore, we boast a mobile esports arena, an 18-wheel semi-trailer, which seamlessly transforms into a top-tier esports arena and competition stage or a dynamic live show arena complete with full content production capabilities and an interactive talent studio.
Results of Operations for the Three Months Ended September 30, 2025 and 2024
(in thousands)
| Revenues: | For the Three Months Ended September 30, 2025 | 2024 | Favorable (Unfavorable) |
|---|---|---|---|
| In-person | $1,009 | $1,345 | $(336) |
| Casual mobile gaming | 838 | 818 | 20 |
| Total Revenues | 1,847 | 2,163 | (316) |
| Costs and Expenses: | |||
| In-person (exclusive of depreciation and amortization) | 614 | 683 | 69 |
| Casual mobile gaming (exclusive of depreciation and amortization) | 733 | 701 | (32) |
| Research and development expenses | 175 | 158 | (17) |
| Selling and marketing expenses | 79 | 91 | 12 |
| General and administrative expenses | 7,176 | 1,310 | (5,866) |
| Depreciation and amortization | 405 | 401 | (4) |
| Total Costs and Expenses | 9,182 | 3,344 | (5,838) |
| Loss From Operations | (7,335) | (1,181) | (6,154) |
| Other (Expense) Income: | |||
| Other (expense) income, net | 324 | (1) | 325 |
| Loss on escrow settlement | - | (3,000) | 3,000 |
| Realized gain on investment in money market fund | 27 | - | 27 |
| Loss on investment in marketable securities and short-term investments | (114) | - | (114) |
| (Loss) gain on foreign currency transactions, net | 282 | (1,213) | 1,495 |
| Change in fair value of digital assets | 53 | - | 53 |
| Interest income, net | 1,363 | 1,033 | 331 |
| Pre-Tax Loss | (5,400) | (4,362) | (1,038) |
| Income tax benefit | - | 333 | (333) |
| Net Loss | $(5,400) | $(4,029) | $(1,371) |
Revenues
In-person experience revenues decreased by approximately $0.3 million, or 25%, to approximately $1.0 million for the three months ended September 30, 2025 from approximately $1.3 million for the three months ended September 30, 2024. The decrease in in-person revenues is primarily attributable to lower average revenue per event for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to a decrease in the size of events at the arena during the quarters.
Casual mobile gaming revenue was $0.8 million for the three months ended September 30, 2025 and $0.8 million for the three months ended September 30, 2024, respectively. The slight increase in casual mobile games revenue was primarily due to the launch of a new poker game in June of 2025.
Costs and expenses
In-person costs (exclusive of depreciation and amortization) decreased by approximately $0.1 million, or 10%, to approximately $0.6 million for the three months ended September 30, 2025 from approximately $0.7 million for the three months ended September 30, 2024. The decrease is the result of lower costs associated with the smaller events held at the arena during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Casual mobile gaming costs (exclusive of depreciation and amortization) were $0.7 million for the three months ended September 30, 2025 and $0.7 million for the three months ended September 30, 2024, respectively, resulting from higher costs associated with the new gaming model approach discussed in casual mobile gaming revenue above.
Research and development expenses were $175 thousand and $158 thousand for the three months ended September 30, 2025 and 2024, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games for ZTech.
Selling and marketing expenses decreased by approximately $12 thousand, or 13%, to approximately $79 thousand for the three months ended September 30, 2025 from approximately $91 thousand for the three months ended September 30, 2024.
General and administrative expenses increased by approximately $5.9 million, or 448%, to approximately $7.2 million for the three months ended September 30, 2025, from approximately $1.3 million for the three months ended September 30, 2024. The significant increase in general and administrative expenses resulted primarily from a $5.4 million increase in legal and professional fees incurred in connection with complaints filed by a dissident stockholder as well as a $0.1 million increase in directors’ and officers’ insurance.
Depreciation and amortization increased by approximately $4 thousand, or 1%, to approximately $405 thousand for the three months ended September 30, 2025, from approximately $401 thousand for the three months ended September 30, 2024. The slight increase was mainly due to additional property and equipment placed in service during the three months ending September 30, 2025.
Other (expense) income, net
We recognized other non-operating income, net, of approximately $324 thousand during the three months ended September 30, 2025, compared to $1 thousand of other expense, net, recorded for the three months ended September 30, 2024, representing an increase in other expense, net of $325 thousand. The increase is primarily attributable to gains recognized on the sale of marketable securities and short-term investments.
Loss on escrow settlement
We recognized a loss in connection with a Settlement and Release Agreement dated September 16, 2024, with Brookfield Property Partners (“Brookfield”), under which $3.0 million was released and paid to Brookfield from an escrow account established in January 2020. The entire escrow account of $5.0 million was included in restricted cash on the condensed consolidated balance sheets since that date.
Realized gain on investment in money market fund
We realized a gain on an investment in a money market fund of $27 thousand for the three months ended September 30, 2025, resulting from a change in the fair value of the money market funds between the purchase date and September 30, 2025. There were no investments in money market funds for the three months ended September 30, 2024.
Loss on investment in marketable securities
The Company recognized a loss of $0.1 million on its investments in marketable securities during the three months ended September 30, 2025, due to the change in fair value of the marketable securities during the period. There were no investments in marketable securities for the three months ended September 30, 2024.
(Loss) gain on foreign currency transactions, net
The gain on foreign currency transactions was approximately $0.3 million for the three months ended September 30, 2025 compared to a $1.2 million loss for the three months ended September 30, 2024. The increase is a result of changes in the exchange rate of the Japanese Yen to United States Dollar between the dates certain loans payable were borrowed, the dates certain loans receivable were issued, and the dates certain equity linked notes, bond linked notes, ETF linked notes and foreign securities were purchased and the September 30, 2025 and 2024 remeasurement date.
Change in fair value of digital assets
The increase in the fair value of digital assets was approximately $53 thousand and $0 for the three months ended September 30, 2025 and 2024, respectively. We adopted ASU 2023-08 on January 1, 2025, which requires entities to measure crypto assets at fair value. The increase in fair value is a result of the increase in the fair value of Ethereum and Bitcoin from the date of adoption.
Interest income, net
Interest income, net, was approximately $1.4 million for the three months ended September 30, 2025 compared to approximately $1.0 million for the three months ended September 30, 2024. Interest income is a result of interest earned on fixed term deposits and equity, bond, and FX linked notes, as well as interest earned on loans receivable during the period.
Results of Operations for the Nine Months Ended September 30, 2025 and 2024
(in thousands)
| Revenues: | For the Nine Months Ended September 30, 2025 | 2024 | Favorable (Unfavorable) |
|---|---|---|---|
| In-person | $3,827 | $3,518 | $309 |
| Casual mobile gaming | 2,215 | 3,664 | (1,449) |
| Total Revenues | 6,042 | 7,182 | (1,140) |
| Costs and Expenses: | |||
| In-person (exclusive of depreciation and amortization) | 2,092 | 1,821 | (271) |
| Casual mobile gaming (exclusive of depreciation and amortization) | 2,051 | 3,199 | 1,148 |
| Research and development expenses | 523 | 527 | 4 |
| Selling and marketing expenses | 201 | 198 | (3) |
| General and administrative expenses | 18,676 | 9,402 | (9,274) |
| Depreciation and amortization | 1,177 | 1,182 | 5 |
| Total Costs and Expenses | 24,720 | 16,329 | 8,391 |
| Loss From Operations | (18,678) | (9,147) | (9,531) |
| Other (Expense) Income: | |||
| Other (expense) income, net | 292 | 1 | 291 |
| Loss on escrow settlement | - | (3,000) | 3,000 |
| Realized gain on investment in money market fund | 413 | - | 413 |
| Gain on investment in marketable securities | 399 | - | 399 |
| (Loss) gain on foreign currency transactions, net | (819) | (862) | 43 |
| Change in fair value of digital assets | 17 | - | 17 |
| Interest income, net | 3,243 | 2,934 | 309 |
| Pre-Tax Loss | (15,133) | (10,074) | (5,059) |
| Income tax benefit | - | 333 | (333) |
| Net Loss | $(15,133) | $(9,741) | $(5,392) |
In-person experience revenues increased by approximately $0.3 million, or 9%, to approximately $3.8 million for the nine months ended September 30, 2025 from approximately $3.5 million for the nine months ended September 30, 2024. The increase in in-person revenues resulted from higher revenue generated from arena events, including both the quantity of events and the average revenue per event.
Casual mobile gaming revenue was $2.2 million for the nine months ended September 30, 2025 and $3.7 million for the nine months ended September 30, 2024, respectively. The decrease in casual mobile games revenue was primarily due to the contraction of the online card game market as well as increasing competition from new mobile game developers.
Costs and expenses
In-person costs (exclusive of depreciation and amortization) increased by approximately $0.3 million, or 15%, to approximately $2.1 million for the nine months ended September 30, 2025 from approximately $1.8 million for the nine months ended September 30, 2024. The increase is the result of the costs associated with third party events at the arena held during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Casual mobile gaming costs (exclusive of depreciation and amortization) were $2.1 million for the nine months ended September 30, 2025 and $3.2 million for the nine months ended September 30, 2024, respectively, resulting from a decrease in user incentive, user acquisition and other costs directly associated with the decline in revenues.
Research and development expenses were $523 thousand and $527 thousand for the nine months ended September 30, 2025 and 2024, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games for ZTech.
Selling and marketing expenses increased by approximately $3 thousand, or 1%, to approximately $201 thousand for the nine months ended September 30, 2025 from approximately $198 thousand for the nine months ended September 30, 2024.
General and administrative expenses increased by approximately $9.3 million, or 99%, to approximately $18.7 million for the nine months ended September 30, 2025, from approximately $9.4 million for the nine months ended September 30, 2024. The increase in general and administrative expenses resulted primarily from a $7.9 million increase in legal and professional fees incurred in connection with complaints filed by a dissident stockholder, a $0.4 million increase in salaries due to the hiring of our new President in April of 2024 as well as a $0.3 million increase in directors’ and officers’ insurance costs. These increases were slightly offset by a $0.4 million decrease in stock-based compensation due to restricted share awards granted on February 22, 2024 in which a portion immediately vested.
Depreciation and amortization decreased by approximately $5 thousand, or 0%, to approximately $1.2 million for the nine months ended September 30, 2025, from approximately $1.2 million for the nine months ended September 30, 2024. The decrease was mainly due to the impairment of software licenses at December 31, 2024.
Other (expense) income, net
We recognized other non-operating income, net, of approximately $292 thousand during the nine months ended September 30, 2025, compared to $1 thousand of other income, net, recorded for the nine months ended September 30, 2024, representing an increase in other non-operating income, net of $291 thousand. The increase is primarily attributable to a gain recognized on the sale of marketable securities and short-term investments.
Realized gain on investment in money market fund
We realized a gain on an investment in a money market fund of $0.4 million for the nine months ended September 30, 2025, resulting from the change in the fair value of the money market funds between the purchase date and the date the money market funds were sold. There were no investments in money market funds for the nine months ended September 30, 2024.
Gain on investment in marketable securities
The Company recognized a gain of $0.4 million on its investments in marketable securities during the nine months ended September 30, 2025, due to the change in the fair value of the marketable securities during the period. There were no investments in marketable securities for the nine months ended September 30, 2024.
Loss on escrow settlement
We recognized a loss in connection with a Settlement and Release Agreement dated September 16, 2024, with Brookfield Property Partners (“Brookfield”), under which $3.0 million was released and paid to Brookfield from an escrow account established in January 2020. The entire escrow account of $5.0 million was included in restricted cash on the condensed consolidated balance sheets since that date.
(Loss) gain on foreign currency transactions, net
The loss on foreign currency transactions was approximately $0.8 million for the nine months ended September 30, 2025 compared to a $0.9 million loss for the nine months ended September 30, 2024. The increase in loss is a result of changes in the exchange rate of the Japanese Yen to United States Dollar between the dates certain loans payable were borrowed, the dates certain loans receivable were issued, and the dates certain equity linked notes, bond linked notes, ETF linked notes and foreign securities were purchased and the September 30, 2025 and 2024 remeasurement date.
Change in fair value of digital assets
The increase in the fair value of digital assets was approximately $17 thousand and $0 for the nine months ended September 30, 2025 and 2024, respectively. We adopted ASU 2023-08 on January 1, 2025, which requires entities to measure crypto assets at fair value. The change in fair value represents fluctuations in the fair value of Ethereum and Bitcoin from the date of adoption or the date of purchase if made during the nine months ended September 30, 2025.
Interest income, net
Interest income, net, was approximately $3.2 million and $2.9 million for the nine months ended September 30, 2025 and 2024 respectively. Interest income is a result of the interest earned on fixed term deposits and equity, bond, and ETF linked notes, as well as interest earned on loans receivable during the period.
Liquidity and Capital Resources
The following table summarizes our total current assets, current liabilities and working capital at September 30, 2025 and December 31, 2024, respectively:
(in thousands)
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current Assets | $83,070 | $94,746 |
| Current Liabilities | $46,432 | $30,478 |
| Working Capital Surplus | $36,639 | $64,268 |
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Our primary sources of liquidity and capital resources have been cash and short-term investments on the balance sheet, including the funds received through the sale of World Poker Tour.
As of September 30, 2025, we had cash and cash equivalents of approximately $15.4 million (not including $38.3 million of short-term investments and $2.2 million of marketable securities) and working capital of approximately $36.6 million.
Cash requirements for our current liabilities include approximately $35.1 million for loans payable, approximately $9.3 million in the aggregate for accounts payable and accrued expenses, and approximately $1.7 million for the current portion of an operating lease liability. Cash requirements for non-current liabilities include approximately $2.8 million for the non-current portion of an operating lease liability. The Company intends to meet these cash requirements from its current cash, short-term investments, and marketable securities balances.
Cash Flows from Operating, Investing and Financing Activities
The table below summarizes cash flows for the nine months ended September 30, 2025 and 2024:
(in thousands)
| Net cash provided by (used in): | For the Nine Months Ended September 30, 2025 | 2024 |
|---|---|---|
| Operating activities | $(3,690) | $(13,249) |
| Investing activities | $(41,032) | $(24,767) |
| Financing activities | $854 | $28,027 |
Net Cash Used in Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2025 and 2024 was approximately $3.7 million and $13.2 million, respectively, representing decreased usage of cash of $9.5 million. During the nine months ended September 30, 2025 and 2024, the net cash used in operating activities was primarily attributable to the net loss of approximately $15.1 million and $9.7 million, respectively, adjusted for approximately $3.2 million and $2.9 million, respectively, of net non-cash expenses, and approximately $8.2 million and ($6.4) million, respectively, of cash generated by or (used to fund) changes in the levels of operating assets and liabilities.
Net Cash (Used in) Provided by Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 was approximately $41.0 million, which consisted of $186.5 million used for the purchase of short-term investments, $6.1 million used for loans receivable, $1.7 million used for the purchase of land use rights, $2.4 million collaborative agreement deposit, and $3.1 million used for the investments in unconsolidated affiliate, partially offset by $102.5 million in proceeds from the maturing of short-term investments, $54.6 million from proceeds from early withdrawal of short-term investments, and $1.9 million from proceeds from the sale of marketable securities.
Net cash used in investing activities for the nine months ended September 30, 2024 was approximately $24.7 million, which consisted of approximately $72.9 million used for the purchase of short-term investments and $14.4 million used for the issuance of a short-term loan. This was partially offset by approximately $62.7 million in proceeds from the maturing of short-term investments.
Net Cash Provided By Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was approximately $0.9 million compared to approximately $28.0 million of net cash provided by financing activities during the nine months ended September 30, 2024. Net cash provided by financing activities during the nine months ended September 30, 2025 represented proceeds from a loans payable of $45.6 million, which is partially offset by a repayment of loans payable of $38.1 million and proceeds upon cancellation of common stock previously issued of $6.6 million. Net cash provided by financing activities during the nine months ended September 30, 2024 represented proceeds from short-term loans of approximately $28 million and proceeds from the issuance of common stock in a share purchase agreement of $2 million, offset by the $2 million return of proceeds upon cancellation of common stock previously issued.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider accounting for the allowance for credit loss on loans receivable, impairment of long-lived assets, impairment of goodwill, and accruals for loss contingencies to be critical accounting estimates. There are other items within our financial statements that require estimation but are not deemed critical, as defined above.
Controls and procedures
As filed, 3,071 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Effectiveness of Disclosure Controls and Procedures
Our management, under the direction of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on this evaluation our management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.
Inherent Limitations on Effectiveness of Controls
Even assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. In general, our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met, and our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2025, there were no changes in our internal control over financial reporting that have affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Risk factors
As filed, 556 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2024 and our other public filings, which could materially affect our business, financial condition or future results. Except as listed below, there have been no material changes from risk factors previously disclosed in “Risk Factors” in such Form 10-K in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on June 9, 2025.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2025-09-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2025-07-01 to 2025-09-30 | $1.8m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months2025-01-01 to 2025-09-30 | $6.0m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Research and development | 3 months2025-07-01 to 2025-09-30 | $174.8k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months2025-01-01 to 2025-09-30 | $522.6k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months2025-07-01 to 2025-09-30 | −$7.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months2025-01-01 to 2025-09-30 | −$18.7m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months2025-07-01 to 2025-09-30 | −$5.4m | us-gaap:NetIncomeLoss |
| Net income | 9 months2025-01-01 to 2025-09-30 | −$15.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2025-07-01 to 2025-09-30 | −$0.14 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months2025-01-01 to 2025-09-30 | −$0.37 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2025-07-01 to 2025-09-30 | −$0.14 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months2025-01-01 to 2025-09-30 | −$0.37 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2025-07-01 to 2025-09-30 | 38,167,484 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months2025-01-01 to 2025-09-30 | 40,900,281 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months2025-01-01 to 2025-09-30 | −$3.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months2025-01-01 to 2025-09-30 | $108.8k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | At period end2025-09-30 | $15.4m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2025-09-30 | $83.1m | us-gaap:AssetsCurrent |
| Total assets | At period end2025-09-30 | $106.8m | us-gaap:Assets |
| Current liabilities | At period end2025-09-30 | $46.4m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2025-09-30 | $49.9m | us-gaap:Liabilities |
| Short-term borrowings | At period end2025-09-30 | $10.8m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | At period end2025-09-30 | $52.4m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001213900-25-112690. Last ingested by Listed: Oct 24, 2026, 15:07 ET. Listed shows no prices and gives no investment advice.