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Tron Inc.

For the period ended Mar 31, 2025. Filed May 9, 2025.

View on SEC.gov

About this filing

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.

Mar 31, 2025 · Filed May 9, 2025

TRON$1.41+4.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-13.

0001493152-24-045149

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0001641172-25-009334

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 79 previous paragraphs and 86 current paragraphs.

46 unchanged; 8 reworded; 31 added; 23 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 4 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 (31)

Current report

On September 10, 2024, the Compensation Committee of the Board reviewed and recommended approval that the Company enter into a new Employment Agreement (the “CEO Employment Agreement”) with Richard Miller as Chief Executive Officer (the “CEO”). Following approval from the Compensation Committee and the Board, the Company entered into the CEO Employment Agreement effective January 1, 2024 (the “Effective Date”), which cancels and supersedes Mr. Miller’s previous employment agreement with the Company as of the Effective Date. The CEO Employment Agreement is for an initial term of 3 years from the date thereof and automatically renews for successive 1-year periods. Pursuant to the CEO Employment Agreement, the Company will compensate Mr. Miller with a base salary of $225,000. Thereafter, his base salary shall increase at the rate of at least ten percent (10%) on January 1 of each following year.

Current report

On January 13, 2025, the Compensation Committee of the Board of Directors (the “Board”) of the Company reviewed and recommended approval that the Company enter into a new Employment Agreement (the “CFO Employment Agreement”) with Douglas McKinnon as Chief Financial Officer (the “CFO”). Following approval from the Compensation Committee and the Board, the Company entered into the CFO Employment Agreement on January 22, 2025 with an effective date of January 1, 2024, which cancels and supersedes Mr. McKinnon’s previous employment agreement with the Company as of the Effective Date. The CFO Employment Agreement is for an initial term of 3 years from the date thereof and automatically renews for successive 1-year periods. Pursuant to the Employment Agreement, the Company will compensate Mr. McKinnon with a base salary of $215,000. Thereafter, his base salary shall increase at the rate of at least ten percent (10%) on January 1 of each following year.

Current report

On December 5, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the institutional investors named on the signature page thereto (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 1,580,000 shares of the Company’s common stock, at a purchase price of $0.7385 per share, and (ii) 712,133 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 712,133 shares of common stock (the “Pre-Funded Warrant Shares”) at a purchase price of $0.7384 per Pre-Funded Warrant, for aggregate gross proceeds to the Company of approximately $1.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “December Registered Offering”).

Current report

Pursuant to a placement agency agreement dated as of December 5, 2024 (the “Placement Agency Agreement”), the Company engaged D. Boral Capital LLC (the “Placement Agent”) to act as the sole placement agent in connection with the offering. The Company agreed to (i) pay the Placement Agent a cash fee equal to 8.0% of the aggregate gross proceeds of the December Registered Offering, and (ii) reimburse the Placement Agent for all reasonable and documented out-of-pocket expenses, including the reasonable fees, costs, and disbursements of its legal counsel of $50,000.

Current report

On October 21, 2024, the Company received a deficiency letter (from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share, for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

Current report

The Notice has no immediate effect on the continued listing status of the common stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.

Current report

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until April 21, 2025, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to April 21, 2025.

Current report

If the Company is not in compliance with the Minimum Bid Requirement by April 21, 2025, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.

Current report

The Company intends to actively monitor the closing bid price of the common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that the common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

Current report

On October 18, 2024, and October 19, 2024, the Company entered into four Securities Purchase Agreements (each an “SPA”) with four accredited investors (the “Investors”), for the purchase and sale in a registered direct offering of 1,711,477 shares of the Company’s common stock at a price of $0.61 per share, generating gross proceeds from the offering of approximately $1,044,000 (the “October Registered Direct Offering”). Three SPAs, each dated as of October 18, 2024, were entered into with three investors, and one SPA, dated as of October 19, 2024, was entered into with a single investor. The Company did not utilize a placement agent or underwriter in connection with the October Registered Direct Offering.

Current report

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The Key Provisions include**:**

Current report

These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024.

Current report

The following table provides selected financial data about us for the three months ended March 31, 2025 and 2024, respectively.

Current report

We generated $1,089,634 in revenues for the three months ended March 31, 2025 compared to $1,006,357 revenues for the three months ended March 31, 2024. The increase is primarily due to the expansion of a major theme park opening in Orlando in 2025, Our business should benefit from the publicity and enthusiasm that typically surrounds new theme park openings. Additionally we have been able to increase our margins

Current report

Operating expenses for the three months ended March 31, 2025 and 2024 were $913,910 and $1,878,553, respectively. The operating expenses for the three months ended March 31, 2025, consisted of (i) marketing expense of $23,122, (ii) legal and professional fees of $198,070, (iii) amortization and depreciation of $81,571, (iv) rent and utilities of $20,323, (v) general and administrative expense of $443,044 and (vi) $147,780 of stock based compensation, versus the operating expenses for the three months ended March 31, 2024, consisting of (i) marketing expense of $20,403, (ii) legal and professional fees of $443,637, (iii) amortization and depreciation of $2,887, (iv) rent and utilities of $9,646, (v) general and administrative expense of $379,525 and (vi) $1,022,455 of stock based compensation.

Current report

The Company had interest income of $6,295 and interest expense of $5,506 (net $789) for the three months ended March 31, 2025 compared to $5,002 interest income for the three months ended March 31, 2024.

Current report

Net losses were $646,586 and $1,710,004 for the three months March 31, 2025 and 2024.

Current report

We believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiency.

Current report

We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “variable interest entities.”

Current report

As of March 31, 2025, we had approximately $895,930 in cash and cash equivalents, a decrease of $456,443 from the $1,352,373 we had as of December 31, 2024. At March 31, 2025, we had approximately $2,202,541 in working capital, a decrease of $243.564 from the $2,446,105 we had at December 31, 2024.

Current report

Net cash used in our operating activities during the three months ended March 31, 2025 totaled $206,514 compared to $1,170,367 used during the three months ended March 31, 2025.

Current report

During the three months ended March 31, 2025, we paid $250,000 on a promissory note to a related party issued in connection with our purchase of the movie entitled “The Kid” leaving a balance of $250,000 at March 31, 2025, on the original principal of $1,500,000.
Removed paragraphs (23)

Previous report

On December 9, 2022, we entered into a stock exchange agreement (the “Exchange Agreement”) with Jupiter Wellness, Inc. (“Jupiter”) to govern the separation of our business from Jupiter. On May 26, 2023, we amended and restated the Exchange Agreement (the “Share Exchange”) to include additional information regarding the distribution and the separation of our business from Jupiter. The separation as set forth in the Share Exchange with Jupiter closed August 14, 2023. Pursuant to the Share Exchange, on May 31, 2023, we issued 6,500,000 shares of our common stock (representing 79.3% of our outstanding shares of common stock) to Jupiter in exchange for 2 ordinary shares of SRM Ltd (representing all of the issued and outstanding ordinary shares of SRM Ltd). Effective as of September 15, 2023, Jupiter changed its name to Safety Shot, Inc. (“Safety Shot”). As of November 12, 2024, Safety Shot owned 3,436,005 shares of our common stock representing 24.8% of our issued and outstanding shares of common stock.

Previous report

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The acquisition of SRM Ltd by SRM Inc occurred on August 14, 2023. The financial statements are prepared using Reverse Acquisition Accounting and as such, for legal purposes SRM Inc was the acquiring company and for GAAP accounting, SRM Ltd was the acquiring company. Therefore, the financial statements are presented using the historical financial statements of SRM Ltd. The combined SRM Inc and SRM Ltd are collectively referred to as the Company or SRM.

Previous report

The Company had sales of $876,392 and $1,128,062 for the three months ended September 30, 2024 and 2023. The decrease in sales is due to declines in attendance at our customers theme parks. Gross margins were slightly higher at 22.4% for the three months ended September 30, 2024 versus 20.3% for September 30, 2023.

Previous report

Operating expenses totaled $1,328,851 and $1,717,777 for the three months ended September 30, 2024 and 2023, respectively. Operating expenses for the three months ended September 30, 2024 included (i) marketing expenses of $7,083, (ii) legal and professional fees of $656,900, (iii) rent and utilities of $16,885, (iv) depreciation and amortization of $28,908, (v) general and administrative expenses of $416,575 and (vi) stock based compensation of $202,500. Operating expenses for the three months ended September 30, 2023 included (i) marketing expenses of $281, (ii) legal and professional fees of $1,233,519, (iii) rent and utilities of $5,199, depreciation of $2,279, (v) general and administrative expenses of $476,499 and (vi) no stock based compensation. The decrease in expenses is a result of the initial costs of “going public” in the third quarter of 2023 which were greater than the increased investors relation costs of being a public company.

Previous report

During the three months ended September 30, 2024, the Company generated net interest income of $3,461 versus $1,678 of net interest income during the three months ended September 30, 2023.

Previous report

Net losses were $1,128,872 for the three months ended September 30, 2024 compared to net income of $1,486,749 for the same period in 2023.

Previous report

The Company had sales of $3,390,676 and $4,556,905 for the nine months ended September 30, 2024 and 2023. The decrease in sales is due to declines in attendance at our customers’ theme parks. Gross margins were lower than expected in the first quarter of 2024 due to increased manufacturing costs which decreased our nine months’ margin to 20.2% compared to 21.4% for the nine months ended September 30, 2023.

Previous report

Operating expenses totaled $4,058,546 and $2,227,432 for the nine months ended September 30, 2024 and 2023, respectively. Operating expenses for the nine months ended September 30, 2024 included (i) marketing expenses of $39,334, (ii) legal and professional fees of $1,374,537, (iii) rent and utilities of $34,466, (iv) depreciation and amortization of $36,154, (v) general and administrative expenses of $1,209,507 and (vi) stock based compensation of $1,364,548. Operating expenses for the nine months ended September 30, 2023 included (i) marketing expenses of $11,750, (ii) legal and professional fees of $1,275,789, (iii) rent and utilities of $9,256, (iv) depreciation of $3,764, (v) general and administrative expenses of $926,873 and (vi) no stock based compensation. The increase in expenses is a result of being a stand-alone public company which includes all of the additional costs related to a small public company during 2024 versus being a wholly owned subsidiary of a larger company in 2023.

Previous report

During the nine months ended September 30, 2024, the Company generated net interest income of $13,968 as a result of higher cash balances in 2024 due to the Company’s IPO in 2023 versus a net interest expense of $42,589 in 2023 which was due to interest bearing loans to its Parent prior to the Company’s IPO.

Previous report

Net losses were $3,359,847 for the nine months September 30, 2024 compared to net loss of $1,296,729 in 2023.

Previous report

Prior to our Initial Public Offering (“IPO”), our operations participated in cash management and funding arrangements managed by Safety Shot. Pursuant to the IPO, which went effective on August 14, 2023, the Company sold 1,250,000 shares of its common stock at a price of $5.00 per share, resulting in gross proceeds to the Company of approximately $6.25 million. Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses paid by the Company and the repayment of a $1,538,520 loan from Safet Shot, were $3,629,805. These proceeds have been adequate to finance the operations of the Company and at September 30, 2024 and December 31, 2023 the Company had $346,327 and $4,078,736, respectively in working capital.

Previous report

There are no fixed forward commitments for lease expense, license fees, or capital expenditures.

Previous report

We did not have, during the periods presented, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Previous report

The following table presents our cash flows for the periods presented:

Previous report

Net cash used in operating activities was $1,681,081 and $412,789 for the nine months ended September 30, 2024, and 2023. The increase in cash used in operations was primarily due to increases in inventory of $536,876, increased general and administrative expenses of $282,634 and other increases including investor relations and legal and professional expenses.

Previous report

Net cash used in investing activities during the nine months ended September 30, 2024 included purchase of fixed assets of $23,264 and the cash portion of $250,000 in the purchase of intangible assets compared to fixed asset purchases of $42,780 and $350,301 for the SRM Ltd acquisition during the nine months ended September 30, 2023.

Previous report

The Company had no cash provided by financing activities during the nine months ended September 30, 2024 and the net cash provided by financing activities for nine months ended September 30, 2023 were the net proceeds from the Company’s IPO in 2023.
Reworded paragraphs (8)

Previous wording

SRM Entertainment, Inc. (“SRM Inc”) is a Nevada corporation and was incorporated on April 22, 2022. SRM. Entertainment Limited (“SRM Ltd”), is a limited company incorporated in Hong Kong, now a Special Administrative Region of the People’s Republic of China, on January 23, 1981 and formerly owned by Jupiter Wellness, Inc. Effective August 14, 2023, SRM Inc acquired SRM Ltd. The acquisition of SRM Ltd by SRM Inc has been accounted for as a Reverse Acquisition (see Basis of Presentation below). The combined SRM Inc and SRM Ltd are collectively referred to as the Company or SRM.

Current wording

SRM Entertainment, Inc. (“SRM Inc”) is a Nevada corporation, listed and traded on NASDAQ, headquartered in Florida and was incorporated on April 22, 2022. SRM. Entertainment Limited (“SRM Ltd”), a wholly-owned subsidiary, is a limited company incorporated in Hong Kong, on January 23, 1981. The combined SRM Inc and SRM Ltd are collectively referred to as the Company.

Previous wording

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The acquisition of SRM Ltd by SRM Inc occurred on August 14, 2023. The financial statements are prepared using Reverse Acquisition Accounting and as such, for legal purposes SRM Inc was the acquiring company and for GAAP accounting, SRM Ltd was the acquiring company. Therefore, the financial statements are presented using the historical financial statements of SRM Ltd. The combined SRM Inc and SRM Ltd are collectively referred to as the “Company” or “SRM.”

Current wording

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

Previous wording

In October 2024, the Company closed private placements in a registered direct offering of 1,711,477 shares of common stock (the “Shares”) among four accredited Investors generating gross proceeds of $1,044,000. The Shares were offered and sold to the Investors pursuant to a prospectus supplement and accompanying prospectus, which was filed with theSEC, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3 (File No. 333-282028) which was filed with the SEC on September 11, 2024 and subsequently declared effective on September 19, 2024.

Current wording

The shares of common stock, the Pre-Funded Warrants and the Pre-Funded Warrant Shares were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282028), which was declared effective by the U.S. Securities and Exchange Commission on September 19, 2024, and a related prospectus supplement, dated December 5, 2024, related to the December Registered Offering. The December Registered Offering closed on December 6, 2024.

Previous wording

On September 3, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Suretone Entertainment, Inc. (“Suretone” or “Seller”) pursuant to which the Company agreed to acquire certain assets related to the movie with the title The Kid (directed by Vincent D’Onofrio) from the Seller, for an aggregate purchase price of $2,983,000 (the “Purchase Price”). Jordan Schur, the owner and Chief Executive Officer of Suretone, is a board member and President of Safety Shot. Prior to the transaction, Safety Shot held 34.27% of the Company’s common stock.

Previous wording

On September 3, 2024, the Company (or “Buyer”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Suretone Entertainment, Inc. (“Suretone” or “Seller”) pursuant to which the Buyer has agreed to acquire certain assets related to the movie with the title The Kid (directed by Vincent D’Onofrio) from the Seller, for an aggregate purchase price of $3,000,000 (the “Purchase Price”). Jordan Schur, the owner and Chief Executive Officer of Suretone, is a board member and President of Safety Shot. As of November 12, 2024, Safety Shot holds 24.8% of the Company’s common stock.

Current wording

On September 3, 2024, the Company (or “Buyer”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)with Suretone Entertainment, Inc. (“Suretone” or “Seller”) pursuant to which the Buyer has agreed to acquire certain assets related to the movie with the title The Kid(directed by Vincent D’Onofrio) from the Seller, for an aggregate purchase price of $3,000,000 (the “Purchase Price”). Jordan Schur, the owner and Chief Executive Officer of Suretone, is a board member and President of Safety Shot. As of March 6, 2025, Safety Shot holds 13.6% of the Company’s common stock.

Previous wording

In consideration for the acquired assets, the Buyer paid the Purchase Price by: (i) paying $250,000 in cash on September 3, 2024); (ii) issuing 1,500,000 restricted shares of the Company’s common stock, par value $0.001 per share (valued at $0.8333 per share); and (iii) issuing a secured promissory note in the original amount of $1,500,000 (the “Secured Note”). The Secured Note will bear interest at the rate of 8% per annum and will mature on September 3, 2025 (the “Maturity Date”), calculated on a 365-day year, and is due along with the principal on the Maturity Date. The Secured Note is secured by the assets purchased pursuant to the Asset Purchase Agreement. If the Company secures financing of at least $5 million during the term of the Secured Note, it must use the proceeds to repay the Secured Note. The Company can prepay the Secured Note at any time without penalty but must provide 15 days’ notice to Suretone. The Secured Note is subject to immediate acceleration if the Company commences bankruptcy proceedings, if it winds down its operations, if the Company fails to stay current in its SEC reporting obligations, or if the Company’s common stock is delisted from the Nasdaq Stock Market.

Current wording

In consideration for the acquired assets, the Buyer paid the Purchase Price by: (i) paying $250,000 in cash on September 3, 2024); (ii) issuing 1,500,000 restricted shares of the Company’s common stock, par value $0.001 per share (valued at $0.8333 per share); and (iii) issuing a secured promissory note in the original amount of $1,500,000 (the “Secured Note”). The Secured Note will bear interest at the rate of 8%per annum and will mature on September 3,2025 (the “Maturity Date”), calculated on a 365-day year, and is due along with the principal on the Maturity Date. The Secured Note is secured by the assets purchased pursuant to the Asset Purchase Agreement. If the Company secures financing of at least $5 million during the term of the Secured Note, it must use the proceeds to repay the Secured Note. The Company can prepay the Secured Note at any time without penalty but must provide 15 days’ notice to Suretone. The Secured Note is subject to immediate acceleration if the Company commences bankruptcy proceedings, if it winds down its operations, if the Company fails to stay current in its SEC reporting obligations, or if the Company’s common stock is delisted from the Nasdaq Stock Market. At December 31, 2024, the Company owed $500,000 on the principal balance of the Secured Note.

Previous wording

The Company’s deferred tax asset at September 30, 2024 and December 31, 2023 consisted of net operating loss carry forwards calculated using effective tax rates (20.6% average of China and US rates) equating to approximately $1,177,676 and $497,655 respectively, less a valuation allowance in the amount of approximately $1,177,676 and $497,655, respectively. Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance at September 30, 2024 and December 31, 2023.

Current wording

The Company’s deferred tax asset at March 31, 2025 and December 31, 2024 consisted of net operating loss carry forwards calculated using effective tax rates (20.6% average of China and US rates) equating to approximately $1,504,698 and $1,377,232 respectively, less a valuation allowance in the amount of approximately $1,504,698 fully offset by a valuation allowance in the three months ended March 31, 2025 and years ended December 31, 2024.

Previous wording

The company evaluated issued pronouncements and did not identify any recent ones that apply to the company.

Current wording

The company evaluated issued pronouncements and did not identify any additional recent pronouncements that apply to the company.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

For the three months ended March 31, 2025 and 2024
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

In consideration for the acquired assets, the Buyer paid the Purchase Price by: (i) paying $250,000 in cash on September 3, 2024; (ii) issuing 1,500,000 restricted shares of the Company’s common stock, par value $0.0001 per share (valued at $0.762 per share); and (iii) issuing a secured promissory note in the original amount of $1,500,000 (the “Secured Note”). The Assets are being amortized over a ten-year period. Amortization expense totaled $24,108 for the nine months ended September 30, 2024.

Previous report — wording carried elsewhere

Operating Expenses and Other Income (Expense)