VEEA INC.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
VEEA$4.89+8.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001213900-25-078177
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-111013
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 78 previous paragraphs and 76 current paragraphs.
50 unchanged; 22 reworded; 3 added; 6 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 22 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
August 2025 Public Offering
Current report
Acquisition of Assets of Crowdkeep, Inc.
Current report
General and administrative expense increased by $2,533,495, or 127%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and increased by $1,440,379, or 11%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase is primarily related to certain non-capitalized expenses associated with the August 2025 Public Offering, and increased costs of additional personnel, resources, and administrative costs associated with the Company’s sales activities.
Removed paragraphs (6)
Previous report
Public Offering
Previous report
Asset Purchase Transaction with Crowdkeep, Inc.
Previous report
The APA contains other customary representations, warranties and covenants of the parties. The foregoing summary of the APA is not complete and is qualified in its entirety by reference to the full text of the APA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Previous report
The above description of the Crowdkeep Note Purchase Agreements and Crowdkeep Convertible Notes are qualified in their entirety by the text of the Form of Note Purchase Agreement and Form of Convertible Note, copies of which are attached hereto as Exhibit 10.2 and 10.3, respectively, and incorporated herein by reference.
Previous report
The foregoing description of the Crowdkeep Lock-Up Agreement and Crowdkeep Noteholder Lock-Up Agreement do not purport to be complete and are qualified in its entirety by the terms and conditions of the form of Crowdkeep Lock-Up Agreement and form of Crowdkeep Noteholder Lock-Up Agreement, copies of which are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.
Previous report
General and administrative expense decreased by $1,034,307, or 18%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $1,114,771, or 10%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease for the quarter is primarily related to the Company’s continued cost reduction measures.
Reworded paragraphs (22)
Previous wording
The following discussion and analysis of the financial condition and results of operations of Veea should be read together with our audited consolidated financial statements and unaudited consolidated condensed financial statements. In addition to our historical consolidated financial information, this discussion includes forward-looking information regarding our business, results of operations and cash flows, and contractual obligations and arrangements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the Company’s most recent Annual Report on Form 10-K filed with the SEC on April 15, 2025.
Current wording
The following discussion and analysis of the financial condition and results of operations of Veea should be read together with our audited consolidated financial statements and unaudited consolidated condensed financial statements. In addition to our historical consolidated financial information, this discussion includes forward-looking information regarding our business, results of operations and cash flows, and contractual obligations and arrangements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the Company’s most recent Annual Report on Form 10-K filed with the SEC on April 15, 2025 (the “2024 10-K”).
Previous wording
Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report and as disclosed on the Form 10-K filed with the SEC on April 15, 2025, could affect the future results of the Company, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report.
Current wording
Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report and as disclosed on the 2024 10-K, could affect the future results of the Company, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report.
Previous wording
On August 14, 2025, the Company closed a public offering to purchase up to 9,189,096 shares of common stock and warrants to purchase up to 9,189,096 shares of common stock at a combined offering price of $1.00 per share and accompanying warrant (the “Offering”). The Company received aggregate cash gross process of approximately $6.0 million, before deducting placement agent fees and other offering expenses. The warrants have an exercise price of $1.10 per share, are exercisable immediately and will expire five years from the original issuance date. Included in the aggregate securities issued are 3,239,096 shares of common stock and accompanying warrants that were issued to NLabs in consideration and satisfaction of the NLabs 2025 Notes. The Company intends to use the net proceeds from the Offering for investments in inventory and the Company’s customer support infrastructure and for other working capital and general corporate purposes.
Current wording
On August 14, 2025, the Company closed a public offering of 9,189,096 shares of common stock and warrants to purchase up to 9,189,096 shares of common stock at a combined offering price of $1.00 per share and accompanying warrant (the “August 2025 Public Offering”). The Company received aggregate cash gross process of approximately $6.0 million, before deducting placement agent fees and other offering expenses. The warrants have an exercise price of $1.10 per share, are exercisable immediately, and will expire five years from the original issuance date. Included in the aggregate securities issued are 3,239,096 shares of common stock and accompanying warrants that were issued to NLabs Inc. in consideration and satisfaction of the NLabs 2025 Notes. The Company is using the net proceeds from the August 2025 Public Offering for investments in inventory and the Company’s customer support infrastructure and for other working capital and general corporate purposes.
Previous wording
On August 7, 2025, VeeaSystems Inc., a Delaware corporation (“VeeaSystems”), a wholly owned subsidiary of Veea Inc., a Delaware corporation (the “Company”), entered into a certain Framework Agreement for the Licenses, Equipment and Services (the “Supply Agreement”) with RadioMovil Dipsa, S.A. De C.V. (“Telcel”), a Mexican wireless telecommunications company owned by América Móvil, effective August 7, 2025. The Supply Agreement was signed by the parties following the completion of an extensive certification and homologation process with Telcel; and the successful completion of trials with certain Telcel enterprise customers of the Company’s VeeaHub STAXÒ -5G product, incorporating Telcel SIM cards.
Current wording
On August 7, 2025, Private Veea entered into a Framework Agreement for the Licenses, Equipment and Services (the “Supply Agreement”) with RadioMovil Dipsa, S.A. De C.V. (“Telcel”), a Mexican wireless telecommunications company owned by América Móvil, effective August 7, 2025. The Supply Agreement was signed by the parties following the completion of an extensive certification and homologation process with Telcel; and the successful completion of trials with certain Telcel enterprise customers of the Company’s VeeaHub STAXÒ -5G product, incorporating Telcel SIM cards.
Previous wording
The Supply Agreement sets forth the general guidelines, terms and conditions that govern the solution implementation and marketing, as well as the provisioning of the services provided by VeeaSystems. Under the agreement, VeeaSystems will supply a comprehensive Platform-as-a-Service solution featuring 5G-based Fixed Wireless Access (FWA) through its VeeaHub STAXÒ-5G device, which incorporates 4G and 5G cellular connectivity, Wi-Fi 6 Access Point, IoT gateway, storage and Linux server capabilities to deliver connectivity with integrated AI-driven cybersecurity services, managed connectivity, and monitoring tools while capable of hosting applications on STAX-5G including third-party application. The parties have agreed to work together in the development of the marketing strategy, branding and promotion of VeeaSystems’s services to Telcel’s customers in Mexico. The agreement provides for an initial term of three years and automatically renews for successive one-year terms, unless either party elects not to renew upon 90-day prior notice.
Current wording
The Supply Agreement sets forth the general guidelines, terms and conditions that govern the solution implementation and marketing, as well as the provisioning of the services provided by VeeaSystems. Under the agreement, VeeaSystems will supply a comprehensive Platform-as-a-Service solution featuring 5G-based Fixed Wireless Access (FWA) through its VeeaHub STAXÒ-5G device, which incorporates 4G and 5G cellular connectivity, Wi-Fi 6 Access Point, IoT gateway, storage and Linux server capabilities to deliver connectivity with integrated AI-driven cybersecurity services, managed connectivity, and monitoring tools while capable of hosting applications on STAX-5G including third-party application. The parties have agreed to work together in the development of the marketing strategy, branding and promotion of Private Veea’s services to Telcel’s customers in Mexico. The agreement provides for an initial term of three years and automatically renews for successive one-year terms, unless either party elects not to renew upon 90-day prior notice.
Previous wording
On July 15, 2025, Mr. Helder Antunes a current member of the Company’s Board of Directors was appointed acting Chief Revenue Officer.
Current wording
On July 15, 2025, Mr. Helder Antunes, a current member of the Company’s Board of Directors, was appointed as the acting Chief Revenue Officer.
Previous wording
On May 13, 2025, the Company entered into an Asset Purchase Agreement (the “APA”) with Crowdkeep, Inc., a Delaware corporation (the “Seller”), pursuant to which, subject to the terms and conditions set forth in the APA, the Company acquired, upon the closing (the “Crowdkeep Closing”, and the date of such Crowdkeep Closing, the “Crowdkeep Closing Date”) certain assets of Seller relating to Seller’s IoT technology platform business (collectively, the “Crowdkeep Assets”), free and clear of any liens other than certain specified liabilities of Seller that are being assumed (collectively, the “Crowdkeep Liabilities” and such acquisition of the Crowdkeep Assets and assumption of the Crowdkeep Liabilities together, the “Crowdkeep Transaction”) in consideration for the issuance to the Seller of 4,065,689 shares of Common Stock (the “Purchase Price”).
Current wording
On May 13, 2025, the Company entered into an Asset Purchase Agreement with Crowdkeep, Inc., a Delaware corporation (the “Seller”), pursuant to which, subject to the terms and conditions set forth in the APA, the Company acquired upon the closing certain assets of Seller relating to Seller’s IoT technology platform business, free and clear of any liens other than certain specified liabilities of Seller that are being assumed in consideration for the issuance to the Seller of 4,065,689 shares of common stock.
Previous wording
On April 17, 2025, and May 13, 2025, the Company and the majority stockholder of the Seller (“Crowdkeep Investor”), entered into two Note Purchase Agreements (the “Crowdkeep Note Purchase Agreements”). Pursuant to the Crowdkeep Note Purchase Agreements, the Crowdkeep Investor loaned to the Company an aggregate of $1,000,000 in two tranches (the “Crowdkeep Loans”), of which $500,000 was provided on April 17, 2025 and $500,000 was provided on May 13, 2025. In connection with the entry into the Crowdkeep Note Purchase Agreements the Company issued to the Crowdkeep Investor unsecured convertible promissory notes (the “Crowdkeep Convertible Notes”). The Crowdkeep Convertible Notes have an aggregate principal amount of $1,000,000, and the interest under the Crowdkeep Convertible Notes accrues at an annual rate of 8%. The maturity date of the Crowdkeep Convertible Notes are April 17, 2026, and May 13, 2026, respectively.
Current wording
On April 17, 2025, and May 13, 2025, the Company and the majority stockholder of the Seller (“Crowdkeep Investor”), entered into two Note Purchase Agreements (the “Crowdkeep Note Purchase Agreements”). Pursuant to the Crowdkeep Note Purchase Agreements, the Crowdkeep Investor loaned to the Company an aggregate of $1,000,000 in two tranches (the “Crowdkeep Loans”), of which $500,000 was provided on April 17, 2025 and $500,000 was provided on May 13, 2025. In connection with the entry into the Crowdkeep Note Purchase Agreements, the Company issued to the Crowdkeep Investor unsecured convertible promissory notes (the “Crowdkeep Convertible Notes”). The Crowdkeep Convertible Notes have an aggregate principal amount of $1,000,000, and the interest accrues at an annual rate of 8%. The maturity dates of the Crowdkeep Convertible Notes are April 17, 2026, and May 13, 2026, respectively.
Previous wording
Pursuant to the terms of the Convertible Notes, upon an event of default, the outstanding principal amount of the applicable Crowdkeep Convertible Note, plus accrued but unpaid interest, will become immediately due and payable in full. Events of default include failure to pay any principal or interest amounts under the Crowdkeep Convertible Notes, failure to perform covenants in the Crowdkeep Convertible Notes and certain bankruptcy and insolvency conditions of the Company. The Company may prepay all or any portion of the Crowdkeep Convertible Notes at any time. The Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of Common Stock (the “Crowdkeep Conversion Shares”) at the option of the Crowdkeep Investor, at a price per share of $5.00 subject to certain equitable adjustments. The Crowdkeep Convertible Notes will automatically convert on the date that the closing price of the Common Stock is at $7.50 or above for ten (10) consecutive trading days within any consecutive thirty (30) trading day period, equal to the lesser of (i) $7.50 per share and (ii) 20% multiplied by the VWAP (calculated as set forth in the Crowdkeep Convertible Notes) for the prior consecutive thirty (30) trading day period, in each case subject to certain equitable adjustments. The Crowdkeep Note Purchase Agreements and Crowdkeep Convertible Notes include other customary terms and conditions.
Current wording
Pursuant to the terms of the Convertible Notes, upon an event of default, the outstanding principal amount of the applicable Crowdkeep Convertible Note, plus accrued but unpaid interest, will become immediately due and payable in full. Events of default include failure to pay any principal or interest amounts under the Crowdkeep Convertible Notes, failure to perform covenants in the Crowdkeep Convertible Notes and certain bankruptcy and insolvency conditions of the Company. The Company may prepay all or any portion of the Crowdkeep Convertible Notes at any time. The Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of the common stock (the “Crowdkeep Conversion Shares”) at the option of the Crowdkeep Investor, at a price per share of $5.00 subject to certain equitable adjustments. The Crowdkeep Convertible Notes will automatically convert on the date that the closing price of the common stock is at $7.50 or above for ten (10) consecutive trading days within any consecutive thirty (30) trading day period, equal to the lesser of (i) $7.50 per share and (ii) 20% multiplied by the VWAP (calculated as set forth in the Crowdkeep Convertible Notes) for the prior consecutive thirty (30) trading day period, in each case subject to certain equitable adjustments. The Crowdkeep Note Purchase Agreements and Crowdkeep Convertible Notes include other customary terms and conditions.
Previous wording
For the three months ended June 30, 2025 compared to three months ended June 30, 2024 and the six months ended June 30, 2025 compared to three months ended June 30, 2024
Current wording
For the three months ended September 30, 2025 compared to three months ended September 30, 2024 and the nine months ended September 30, 2025 compared to three months ended September 30, 2024
Previous wording
The following table sets forth Veea’s unaudited statements of operations data for the three and six months ended June 30, 2025 and 2024, respectively. Veea has prepared the data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, included in the Form 10-K filed with the SEC on April 15, 2025. In the opinion of Veea’s management, the unaudited three and six month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.
Current wording
The following table sets forth Veea’s unaudited statements of operations data for the three and nine months ended September 30, 2025 and 2024, respectively. Veea has prepared the data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, included in the 2024 10-K. In the opinion of Veea’s management, the unaudited three and nine month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.
Previous wording
The Company generated revenue of $72,927 and $40,811 for the three months ended June 30, 2025 and 2024, and revenue of $87,168 and $57,581 for the six months ended June 30, 2025 and 2024, respectively. Revenue has been principally earned from paid pilots for our VeeaHub® devices. Our focus over the past several years has been on field testing and refining our product to meet customer needs as well as market developments. As a result of these efforts, we expect revenue to grow over the next several quarters through the sales of our hardware, licenses and subscriptions. We are especially focused in four principal market opportunities: 1) Digital Equity and Inclusion, 2) Energy and Sustainability solutions for Smart Buildings and Climate Smart Agriculture, 3) Convergence of Fixed, Wireless, and 5G Networks, and 4) Smart Retail and Smart Warehouses.
Current wording
The Company generated revenue of $144,926 and $50,683 for the three months ended September 30, 2025 and 2024, and revenue of $232,094 and $108,264 for the nine months ended September 30, 2025 and 2024, respectively. Revenue has been principally earned from paid pilots for our VeeaHub® devices. Our focus over the past several years has been on field testing and refining our product to meet customer needs as well as market developments. As a result of these efforts, we expect revenue to grow over the next several quarters through the sales of our hardware, licenses and subscriptions. We are especially focused in four principal market opportunities: 1) Digital Equity and Inclusion, 2) Energy and Sustainability solutions for Smart Buildings and Climate Smart Agriculture, 3) Convergence of Fixed, Wireless, and 5G Networks, and 4) Smart Retail and Smart Warehouses.
Previous wording
Cost of goods sold decreased by $26,119, or 85%, in the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Cost of goods sold decreased by $37,540, or 88%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease is primarily related to earning more service based revenue in the quarter as opposed to paid pilots for our VeeaHub® devices.
Current wording
Cost of goods sold increased by $38,009, or 253%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Cost of goods sold stayed flat for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The disparity is primarily related to an increase in service-based revenue in the quarter.
Previous wording
Product development expense decreased by $648,529, or 92%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $625,101, or 79%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease in product development expenses was due to decreased internal development and costs incurred by outside contractors related to products manufactured during the period.
Current wording
Product development expense decreased by $356,761 or 100%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $988,052 or 86%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in product development expenses was due to decreased internal development costs during the period.
Previous wording
Sales and marketing expense decreased by $251,625, or 86%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and sales and marketing expense increased by $11,362, or 3%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease is primarily due both a reduction in unpaid customer pilots and costs incurred from an outside consulting service.
Current wording
Sales and marketing expense decreased by $65,382 or 81%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and sales and marketing expense decreased by $94,485, or 21%, in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The decrease is primarily due to a reduction in unpaid customer pilots.
Previous wording
Depreciation and amortization increased by $76,142, or 111%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and increased by $67,282, or 49%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to additional amortization for the Crowdkeep technology.
Current wording
Depreciation and amortization increased by $148,704 or 220%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and increased by $215,985 or 105%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to additional amortization for the technology assets acquired from Crowdkeep, Inc. in May 2025.
Previous wording
Other income, net relates to immaterial non-operating transactions incurred during the period. These amounts were immaterial for the three months ended June 30, 2025 and 2024 and six months ended June 30, 2025 and 2024.
Current wording
Other income, net relates to immaterial non-operating transactions incurred during the period. These amounts were immaterial for the three months ended September 30, 2025 and 2024 and nine months ended September 30, 2025 and 2024.
Previous wording
Change in fair value of derivative liabilities is comprised of the fair value adjustment to the conversion option, Private Warrants, and earn-out shares at balance sheet date. The gain on the change in fair value of conversion note option liability of $59,730 for the six months ended June 30, 2025, was determined using a Black-Scholes option pricing model. The gain on the change in fair value of warrant liabilities of for the six months ended June 30, 2025, was determined based on the trading value of the public warrants. The gain on the change in fair value of the Earn-Out Share Liability of $8,800,000 for the six months ended June 30, 2025, was determined using a Monte Carlo simulation. A significant driver of the changes in fair value was due to the decline in the Company’s stock price.
Current wording
Change in fair value of derivative liabilities is comprised of the fair value adjustments to the convertible note option liability, SPAC Private Placement Warrants, the Earn-Out Share Liability, and the 2025 Investors Warrants at balance sheet date. The gain on the change in fair value of conversion note option liability of $270 for the nine months ended September 30, 2025, was determined using a Black-Scholes option pricing model. The gain on the change in fair value of the SPAC Private Placement Warrant of $555,498 for the nine months ended September 30, 2025, was determined based on the trading value of the Public Warrants and the Black-Scholes option pricing model. The gain on the change in fair value of the Earn-Out Share Liability of $4,720,000 for the nine months ended September 30, 2025, was determined using a Monte Carlo simulation. A significant driver of the changes in fair value was due to the decline in the Company’s stock price.
Previous wording
Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three months ended June 30, 2025 and 2024 and six months ended June 30, 2025 and 2024.
Current wording
Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three months ended September 30, 2025 and 2024 and nine months ended September 30, 2025 and 2024.
Previous wording
Interest expense decreased by $11,076, or 2%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest expense increased by $478,639, or 53%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to additional draws on our revolving line of credit.
Current wording
Interest expense decreased by $9,014 or 2%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Interest expense increased by $469,625, or 35%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to additional draws on our revolving line of credit and new related party notes entered into during the nine months ended September 30, 2025.
Previous wording
During the three months ended June 30, 2025 and 2024, the Company incurred operating losses of $4.9 million and $6.8 million, respectively, and during the six months ended June 30, 2025 and 2024, the Company incurred operating losses of $10.7 million and $12.4 million, respectively, and had an accumulated deficit of $220.9 million as of June 30, 2025. Since its inception, the Company has incurred significant operating losses and negative cash flows. The Company expects to continue to incur net losses as it continues to grow and scale its business. As of June 30, 2025, the Company had cash of $238,008 and outstanding debt of $20.2 million, of which $750,000 was outstanding under the September 2024 Notes (as defined below), $1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below), $14.0 million was outstanding under the working capital facility, $2,626,000 was related party debt outstanding under the NLabs 2025 Notes (as defined below), and $1.8 million was outstanding under a notes payable with an inventory vendor.
Current wording
During the three months ended September 30, 2025 and 2024, we incurred operating losses of $4.7 million and $57.5 million, respectively, and during the nine months ended September 30, 2025 and 2024, we incurred operating losses of $15.3 million and $69.9 million, respectively, and had an accumulated deficit of $219.6 million as of September 30, 2025. Since our inception, we have incurred significant operating losses and negative cash flows. The Company expects to continue to incur net losses as it continues to grow and scale its business. As of September 30, 2025, we had cash of $1,071,151 and outstanding debt of $17.5 million, of which $750,000 was outstanding under the September 2024 Notes, $1.0 million was outstanding under the unsecured convertible promissory notes issued by the Company to the majority stockholder of Crowdkeep in May 2025, $14.0 million was outstanding under the working capital facility, and $1.8 million was outstanding under a notes payable with an inventory vendor.
Previous wording
Although the Company has had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination of private and public equity and debt offerings, or a combination thereof, including (1) cash proceeds of approximately $6.0 million from the Offering (as defined below), (2) the ELOC Program (as defined below) (3) the expected cash tax refund of up to $1.0 million in respect of the Company’s UK subsidiary’s 2023 and 2024 research and development activities and (4) potential additional investments in the form of debt or equity to fund operating deficits from existing and/or new investors, including related parties, which may include the Company’s CEO and his affiliates. The Company has a reasonable basis to believe it has alleviated substantial doubt regarding its ability to continue as a going concern. Since January 1, 2025, the Company has received approximately $3.2 million in additional loans from related parties and $1.0 million in loans from unrelated parties in connection with the consummation of the acquisition of Crowdkeep. See Note 13 for additional information. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company, if at all.
Current wording
Although the Company has had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months with revenue generated from operations and through a combination of private and public equity offerings including, without limitation, anticipated revenue generated under the Supply Agreement entered into with Telcel, the proceeds of the August 2025 Public Offering completed on August 14, 2025, receipt of the cash tax refund of approximately $1.2 million in respect of the Company’s UK subsidiary’s 2023 and 2024 research and development activities, and potential additional investments in the form of debt or equity to fund operating deficits from existing and/or new investors, including related parties, which may include the Company’s CEO and his affiliates.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Based in part on the above-referenced opportunities and initiatives, the Company has a reasonable basis to believe it has alleviated substantial doubt regarding its ability to continue as a going concern. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company, if at all.