Nixxy, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 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 13, 2025
NIXX$0.21+2.4%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 2025-08-13.
0001683168-25-006041
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001683168-25-008338
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 102 previous paragraphs and 97 current paragraphs.
60 unchanged; 32 reworded; 5 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 6 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 (5)
Current report
Building on this strategic focus, the Company reported strong commercial momentum and balance sheet flexibility throughout the quarter. In late July, management guided the Company to approximately $13.3 million in Q2 revenue and highlighted July’s $7.5 million and August’s $10 million run-rate trajectory as early proof points that the telecom engine is scaling as intended. On August 13, the Company completed the acquisition of Everythink Innovations’ carrier and edge data center assets in Vancouver and Fremont, adding Tier-3, AI-ready capacity and an estimated $48 million of ARR exposure into NIXXY CORE™ while accelerating time-to-market for private LLM and data services.
Current report
In September, the Company secured a $2.0 million revolving growth facility with a fixed $2.00/share conversion feature—structured at a premium to market—to fund disciplined expansion without compromising shareholder alignment. The same update reaffirmed August revenue above $10 million. Significant development progress was made on the Leadnova platform, which entered User Acceptance Testing in Q4, with commercial launch targeted for early 2026. The quarter concluded with a Shareholder Update on September 30, noting continued integration progress, capacity expansion, and September revenue expected to exceed $14 million—underscoring a durable ramp toward margin expansion and breakeven as NIXXY CORE™ scales.
Current report
Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024:
Current report
For the nine months ended September 30, 2024, net cash provided by financing activities was $1.2 million. The principal factors were $2.2 million of cash received from the issuance of common stock, $0.6 million from the exercise of warrants, partially offset by repayments of notes of $1.1 million and payments of promissory notes of $0.6 million.
Current report
We account for our stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. The Company recognizes compensation expense for all share-based payment awards to employees, directors, and non-employees. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates, accounted for as they occur. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment.
Removed paragraphs (10)
Previous report
Product development efforts were limited to continued improvements to Mediabistro and its underlying job board technology, as well as technical projects related to the expected sale of Recruiter.com.
Previous report
Our key highlights for the three months ending June 30, include the following:
Previous report
Key Highlights:
Previous report
Amendment to Employment Agreement
Previous report
Effective August 1, 2025, the Company amended the terms of that certain Executive Employment Agreement, originally dated May 7, 2025 by and between the Company and Mike Schmidt in order to modify Mr. Schmidt’s compensation structure (the “Amendment”). Pursuant to the Amendment, Mr. Schmidt’s base salary was increased to $180,000 per year. Mr. Schmidt is also eligible to receive an annual bonus of $45,000 for the year ended December 31, 2025, contingent upon the Company’s achievement of certain milestones set by the Board (the “Milestones”).
Previous report
Mr. Schmidt will also be granted restricted stock units (“RSUs”). One hundred and fifty thousand (150,000) RSUs shall vest over a period of four years in equal monthly installments and an additional two hundred and ten thousand (210,000) RSUs shall vest upon the achievement of certain shareholder-friendly milestones to be determined by the Board. The RSUs shall vest subject to Mr. Schmidt’s continued employment with the Company.
Previous report
The foregoing is a summary of the material terms of the Amendment and does not purport to be a complete statement of the rights, obligations, or provisions contained therein. This summary is qualified in its entirety by reference to the full text of the Amendment, which is filed as an exhibit to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Previous report
Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024:
Previous report
For the six months ended June 30, 2024, net cash provided by financing activities was $233 thousand. The principal factor was $481 thousand of cash received from a fundraising event in which the Company agreed to sell 481,000 shares of their common stock. This cash proceed was partially offset by $258 thousand in repayments of notes payable in the period.
Previous report
The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the consolidated financial statements based on their fair values. In accordance with ASC 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
Reworded paragraphs (32)
Previous wording
We have eight subsidiaries, Recruiter.com, Inc., Nixxy, LLC, VocaWorks, Inc. (“VocaWorks”), Recruiter.com Scouted Inc. (“Scouted”), Recruiter.com Upsider Inc. (“Upsider”), Recruiter.com OneWire Inc. (“OneWire”), and Recruiter.com Consulting, LLC (“Recruiter.com Consulting”), and Auralink AI, Inc. (“Auralink”). Additionally, the Company owns a controlling interest in Atlantic Energy Solutions, Inc., a Colorado company that is traded on the OTC Markets (OTC: AESO).
Current wording
We have eight subsidiaries, Recruiter.com, Inc., Nixxy, LLC, VocaWorks, Inc. (“VocaWorks”), Recruiter.com Scouted Inc. (“Scouted”), Recruiter.com Upsider Inc. (“Upsider”), Recruiter.com OneWire Inc. (“OneWire”), and Recruiter.com Consulting, LLC (“Recruiter.com Consulting”), and Auralink AI, Inc. (“Auralink”). Additionally, the Company owns a controlling interest in CognoGroup, Inc., a Colorado company that is traded on the OTC Markets (OTC: CGNO).
Previous wording
The Company is currently undergoing a strategic transformation, having sold its staffing business in 2023 and sold its Recruiter.com website in Q3 of 2024. The Company has announced plans to shift its focus, along with its license agreement with GoLogiq, and spin out the recruitment-related businesses to Atlantic Energy Solutions, which is currently undergoing a name change to CognoGroup, Inc. There can be no assurance that the Company will be able to complete its planned spin-out and strategic transformation.
Current wording
The Company is currently undergoing a strategic transformation, having sold its staffing business in 2023 and sold its Recruiter.com website in Q3 of 2024. The Company has announced plans to shift its focus, along with its license agreement with GoLogiq, and spin out the recruitment-related businesses to CognoGroup. There can be no assurance that the Company will be able to complete its planned spin-out and strategic transformation.
Previous wording
In the second quarter of 2025, the period ending June 30, 2025, the Company continued to concentrate on finalizing its strategic transactions critical to its evolution. The Company is in a period of profound change after significantly reducing its operating footprint to focus primarily on strategic financial matters. The Company also continued preparing for its planned spin-out transaction of certain operating assets to its Atlantic Energy Solutions subsidiary, which is currently being renamed CognoGroup, a Nevada Corporation (“CognoGroup”). CognoGroup is planned to hold the current recruitment-related technology assets, including Mediabistro, a job board for the media industry, as well as other assets and projects of the Company, such as its AI-enabled CandidatePitch software and RecruitingClasses.com.
Current wording
In the third quarter, ending September 30, 2025, the Company continued to focus on finalizing strategic transactions critical to its transformation. Following a significant reduction in its operating footprint, the Company is now concentrating primarily on strategic financial initiatives and core data center growth. Preparations also advanced for the planned spin-out of certain operating assets to its Atlantic Energy Solutions subsidiary, which is being renamed CognoGroup, a Nevada corporation (“CognoGroup”). CognoGroup is expected to hold the Company’s recruitment-related technology assets, including Mediabistro—a leading job board for the media industry—as well as other assets and projects such as the AI-enabled CandidatePitch software and RecruitingClasses.com.
Previous wording
We had revenue of $13.5 million for the three-month period ended June 30, 2025, as compared to $0.1 million for the three-month period ended June 30, 2024, representing an increase of $13.3 million or 10016%. The increase resulted primarily due to the increase in telecommunication services of $13.4 million.
Current wording
We had revenue of $31.9 million for the three-month period ended September 30, 2025, as compared to $0.1 million for the three-month period ended September 30, 2024, representing an increase of $31.8 million or 23387%. The increase resulted primarily due to the increase in telecommunication services of $31.8 million.
Previous wording
Cost of revenue was $13.5 million for the three-month period ended June 30, 2025, compared to $0 for the corresponding three-month period in 2024, representing an increase of $13.5 million. This increase resulted primarily from the increase in revenue generating operations during the quarter.
Current wording
Cost of revenue was $31.8 million for the three-month period ended September 30, 2025, compared to $0 for the corresponding three-month period in 2024, representing an increase of $31.8 million. This increase resulted primarily from the increase in revenue generating operations during the quarter.
Previous wording
We had total operating expenses of $22.4 million for the six-month period ended June 30, 2025, compared to $2.4 million for the corresponding six-month period in 2024, an increase of $20.0 million or 835%. This increase was due to increases in general and administrative, sales and marketing, and cost of revenue of $4.5 million, $0.6 million, and $14.6 million respectively.
Current wording
We had total operating expenses of $34.1 million for the three-month period ended September 30, 2025, compared to $5.6 million for the corresponding three-month period in 2024, an increase of $28.5 million or 505%. This increase was due to increases in amortization of intangibles, cost of revenue, sales and marketing, and product development expenses of $0.5 million, $31.8 million, $0.1 million, and $0.2 million respectively. The increases were partially offset by a decrease in general and administrative expenses of $4.1 million.
Previous wording
Our sales and marketing expense for the three-month period ended June 30, 2025, was $12 thousand compared to $40 thousand for the corresponding three-month period in 2024, a decrease of $28 thousand, which reflects the decrease in marketing ventures related to the marketplace solutions revenue stream.
Current wording
Our sales and marketing expense for the three-month period ended September 30, 2025, was $56 thousand compared to $15 thousand for the corresponding three-month period in 2024, an increase of $41 thousand, which reflects the increase in marketing ventures related to the marketplace solutions revenue stream.
Previous wording
Our product development expense for the six-months ended June 30, 2025, increased to $43 thousand from $17 thousand for the corresponding period in 2024 due to an increase in hosting and data expense.
Current wording
Our product development expense for the three-months ended September 30, 2025, increased to $186 thousand from $15 thousand for the corresponding period in 2024 due to an increase in hosting, data, technology, and design expense in the period.
Previous wording
For the three-month period ended June 30, 2025, we incurred a non-cash amortization charge of $558 thousand as compared to $273 thousand for the corresponding period in 2024. The amortization expense in 2025 and 2024 relates to the intangible assets acquired from Genesys (now our Nixxy, LLC division), Scouted, Upsider, OneWire, Parrut Novo Group, GOLQ, Aqua Software, Wizco, Savitr Tech, and NexGenAI.
Current wording
For the three-month period ended September 30, 2025, we incurred a non-cash amortization charge of $748 thousand as compared to $236 thousand for the corresponding period in 2024. The amortization expense in 2025 and 2024 relates to the intangible assets acquired from Genesys (now our Nixxy, LLC division), Scouted, Upsider, OneWire, Parrut Novo Group, GOLQ, Aqua Software, Wizco, Savitr Tech, NexGenAI, and Everythink.
Previous wording
General and administrative expense for the three-month period ended June 30, 2025, includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. For the three-month period ended June 30, 2025, our general and administrative expenses were $2.2 million, including $1.1 million of non-cash stock-based compensation. In 2024, for the corresponding period, our general and administrative expenses were $0.8 million, including $28 thousand of non-cash stock-based compensation.
Current wording
General and administrative expense for the three-month period ended September 30, 2025, includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. For the three-month period ended September 30, 2025, our general and administrative expenses were $1.3 million, including $0.3 million of non-cash stock-based compensation. In 2024, for the corresponding period, our general and administrative expenses were $5.4 million, including $4.8 million of non-cash stock-based compensation. Non-cash stock-based compensation increases our GAAP general and administrative expenses and, consequently, our operating loss, but it does not reduce cash flows. As a result, while operating loss may appear higher, our actual cash outflows for general and administrative activities are lower than the GAAP expense
Previous wording
Other income (expense) for the three-month period ended June 30, 2025, was expense of $1.5 million compared to expense of $32 thousand in the corresponding 2024 period. Loss on change in fair value of contingent consideration of $1.3 million was the primary driver in the increase.
Current wording
Other income (expense) for the three-month period ended September 30, 2025, was expense of $34 thousand compared to expense of $7.8 million in the corresponding 2024 period. Loss on debt extinguishment of $9.1 million in the corresponding 2024 period was the primary driver in the decrease.
Previous wording
For the three-months ended June 30, 2025, we had a net loss from continuing operations of $4.3 million compared to a net loss of $1.0 million during the corresponding three-month period in 2024.
Current wording
For the three-months ended September 30, 2025, we had a net loss from continuing operations of $2.2 million compared to a net loss of $13.3 million during the corresponding three-month period in 2024.
Previous wording
We had revenue of $14.9 million for the six-month period ended June 30, 2025, as compared to $0.4 million for the six-month period ended June 30, 2024, representing an increase of $14.5 million or 4079%. The increase resulted primarily due to the increase in telecommunication services of $14.6 million.
Current wording
We had revenue of $46.8 million for the nine-month period ended September 30, 2025, as compared to $0.5 million for the nine-month period ended September 30, 2024, representing an increase of $46.3 million or 9416%. The increase resulted primarily due to the increase in telecommunication services of $46.4 million.
Previous wording
Cost of revenue was $14.6 million for the six-month period ended June 30, 2025, compared to $3 thousand for the corresponding six-month period in 2024, representing an increase of $14.6 million. This increase resulted primarily from the increase in revenue generating operations during the quarter.
Current wording
Cost of revenue was $46.4 million for the nine-month period ended September 30, 2025, compared to $3 thousand for the corresponding nine-month period in 2024, representing an increase of $46.4 million. This increase resulted primarily from the increase in revenue generating operations during the quarter.
Previous wording
We had total operating expenses of $16.2 million for the three-month period ended June 30, 2025, compared to $1.1 million for the corresponding three-month period in 2024, an increase of $15.1 million or 1351%. This increase was due to increases in general and administrative, amortization of intangibles, and cost of revenue of $1.5 million, $0.3 million, and $13.4 million respectively.
Current wording
We had total operating expenses of $56.4 million for the nine-month period ended September 30, 2025, compared to $8.0 million for the corresponding nine-month period in 2024, an increase of $48.4 million or 604%. This increase was due to increases in general and administrative, sales and marketing, cost of revenue, product development, and amortization of intangibles of $0.4 million, $0.7 million, $46.4 million, $0.2 million, and $0.8 million respectively.
Previous wording
Our sales and marketing expense for the six-month period ended June 30, 2025, was $0.7 million compared to $93 thousand for the corresponding six-month period in 2024, an increase of $0.6 million, which reflects the increase in revenue generating activities.
Current wording
Our sales and marketing expense for the nine-month period ended September 30, 2025, was $0.8 million compared to $0.1 million for the corresponding nine-month period in 2024, an increase of $0.7 million, which reflects the increase in revenue generating activities.
Previous wording
Our product development expense for the three-months ended June 30, 2025, increased to $27 thousand from $5 thousand for the corresponding period in 2024 due to an increase in hosting and data expense.
Current wording
Our product development expense for the nine-months ended September 30, 2025, increased to $229 thousand from $32 thousand for the corresponding period in 2024 due to an increase in hosting and data expense.
Previous wording
For the six-month period ended June 30, 2025, we incurred a non-cash amortization charge of $831 thousand as compared to $587 thousand for the corresponding period in 2024. The amortization expense in 2025 and 2024 relates to the intangible assets acquired from Genesys (now our Nixxy, LLC division), Scouted, Upsider, OneWire, Parrut Novo Group, GOLQ, Aqua Software, Wizco, Savitr Tech, and NexGenAI.
Current wording
For the nine-month period ended September 30, 2025, we incurred a non-cash amortization charge of $1.6 million as compared to $0.8 million for the corresponding period in 2024. The amortization expense in 2025 and 2024 relates to the intangible assets acquired from Genesys (now our Nixxy, LLC division), Scouted, Upsider, OneWire, Parrut Novo Group, GOLQ, Aqua Software, Wizco, Savitr Tech, NexGenAI, and Everythink.
Previous wording
General and administrative expense for the six-month period ended June 30, 2025, includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. For the six-month period ended June 30, 2025, our general and administrative expenses were $6.2 million, including $3.3 million of non-cash stock-based compensation. In 2024, for the corresponding period, our general and administrative expenses were $1.7 million, including $328 thousand of non-cash stock-based compensation.
Current wording
General and administrative expense for the nine-month period ended September 30, 2025, includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services, and general corporate expenses. For the nine-month period ended September 30, 2025, our general and administrative expenses were $7.5 million, including $3.6 million of non-cash stock-based compensation. In 2024, for the corresponding period, our general and administrative expenses were $7.1 million, including $5.1 million of non-cash stock-based compensation. Non-cash stock-based compensation increases our GAAP general and administrative expenses and, consequently, our operating loss, but it does not reduce cash flows. As a result, while operating loss may appear higher, our actual cash outflows for general and administrative activities are lower than the GAAP expense would suggest.
Previous wording
Other income (expense) for the six-month period ended June 30, 2025, was expense of $1.3 million compared to income of $243 thousand in the corresponding 2024 period. Loss on change in fair value of contingent consideration of $1.2 million was the primary driver in the increase.
Current wording
Other income (expense) for the nine-month period ended September 30, 2025, was expense of $1.3 million compared to expense of $7.6 million in the corresponding 2024 period. Loss on debt extinguishment of $8.5 million was the primary driver in the decrease.
Previous wording
For the six-months ended June 30, 2025, we had a net loss from continuing operations of $8.8 million compared to a net loss of $1.8 million during the corresponding six-month period in 2024.
Current wording
For the nine-months ended September 30, 2025, we had a net loss from continuing operations of $2.2 million compared to a net loss of $11.0 million during the corresponding nine-month period in 2024.
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities was $3.0 million, compared to net cash used in operating activities of $1.2 million for the corresponding six-month period in 2024. For the six months ended June 30, 2025, net loss was $8.8 million. Net loss includes non-cash items of depreciation and amortization expense of $839 thousand, bad debt expense of $11 thousand, stock-based compensation expense of $3.3 million, loss on fair value of warrant liability of $7 thousand, loss on fair value of contingent consideration of $1.2 million, loss on fair value of derivative liability of $17 thousand, and loss on fair value of marketable securities of $44 thousand. Net cash used in operation activities also includes an increase in accounts receivable of $412 thousand, a decrease in prepaid expenses and other current assets of $312 thousand, and an increase in accounts payable and accrued liabilities of $507 thousand.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities was $4.1 million, compared to net cash used in operating activities of $1.7 million for the corresponding nine-month period in 2024. For the nine months ended September 30, 2025, net loss was $11.0 million. Net loss includes non-cash items of depreciation and amortization expense of $1.6 million, equity-based compensation expense of $3.6 million, loss on fair value of marketable securities of $111 thousand, change in fair value of warrant liability of $2 thousand, change in fair value of contingent consideration of $1.2 million, and change in fair value of derivative liability of $18 thousand. Net cash used in operating activities also includes a decrease in accounts receivable of $1.0 million, an increase in prepaid expenses and other current assets of $390 thousand, an increase in accounts payable and accrued liabilities of $1.1 million, and a decrease in deferred revenue of $9 thousand.
Previous wording
For the six months ended June 30, 2024, net cash used in operating activities was $1.2 million, compared to net cash used in operating activities of $1.7 million for the corresponding six-month period in 2023. For the six months ended June 30, 2024, net loss was $1.8 million. Net loss includes non-cash items of depreciation and amortization expense of $602 thousand, equity-based compensation expense of $328 thousand, change in fair value of warrant of $68 thousand, amortization of debt discount and debt costs of $177 thousand, loss on marketable securities of $142 thousand, and a gain on extinguishment of debt of $580 thousand. Changes in operating assets and liabilities include primarily the following: accounts receivable decreased by $434 thousand, and prepaid expenses and other current assets increased by $19 thousand. Accounts payable, accrued liabilities, deferred payroll taxes, other liabilities, and deferred revenue decreased in total by $280 thousand.
Current wording
For the nine months ended September 30, 2024, net cash used in operating activities was $1.7 million, compared to net cash used in operating activities of $1.9 million for the corresponding nine-month period in 2023. For the nine months ended September 30, 2024, net loss was $15.1 million. Net loss includes non-cash items of depreciation and amortization expense of $844 thousand, bad debt recovery of $86 thousand, impairment expense of $25 thousand, loss on settlement of consulting agreement of $153 thousand, loss or (gain) on settlement of debt settlement of $8.5 million, stock-based compensation expense of $5.0 million, loss on fair value of marketable securities of $247 thousand, gain on sale of assets of $1.8 million, change in fair value of warrant liability of $73 thousand, and amortization of debt discount and debt costs of $177 thousand.
Previous wording
For the six months ended June 30, 2025, net cash used in investing activities was $0.4 million. The principal factor was purchase of intangible assets of $0.4 million. The Company received $0.3 million for the six months ended June 30, 2024 from the sale of assets.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities was $0.4 million. The principal factor was purchase of intangible assets of $0.4 million. The Company received $1.8 million for the nine months ended September 30, 2024, from the sale of assets.
Previous wording
For the six months ended June 30, 2025, net cash provided by financing activities was $1.8 million. The principal factor was $1.8 million of cash received from issuance of common stock.
Current wording
For the nine months ended September 30, 2025, net cash provided by financing activities was $2.0 million. The principal factors were $1.8 million of cash received from the sale of common stock in an offering and $0.2 million from proceeds of a line of credit payable.
Previous wording
Based on cash on hand as of June 30, 2025, of approximately $0.9 million, we do not have the capital resources to meet our working capital needs for the next 12 months.
Current wording
Based on cash on hand as of September 30, 2025, of approximately $0.1 million, we do not have the capital resources to meet our working capital needs for the next 12 months.
Previous wording
Our condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We incurred net losses and negative operating cash flows since inception. For the six months ended June 30, 2025, we recorded a net loss of $8.8 million. We have not yet established an ongoing source of revenue that is sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.
Current wording
Our condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We incurred net losses and negative operating cash flows since inception. For the nine months ended September 30, 2025, we recorded a net loss of $10.9 million. We have not yet established an ongoing source of revenue that is sufficient to cover our operating costs and allow us to continue as a going concern. Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.
Previous wording
We recognize revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration we expect to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
Current wording
The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. We generate revenue from the following activities:
Previous wording
Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. We test goodwill for impairment for its reporting units on an annual basis, or when events occur, or circumstances indicate the fair value of a reporting unit is below its carrying value.
Current wording
The Company accounts for goodwill in accordance with ASC 350, Intangibles - Goodwill and Other. Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur, or circumstances indicate the fair value of a reporting unit is below its carrying value.
Previous wording
We perform our annual goodwill impairment assessment on December 31st of each year or as impairment indicators dictate.
Current wording
The Company performs its annual goodwill impairment assessment on December 31st of each year or as impairment indicators dictate (see Note 5).
Previous wording
When evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for our products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of our reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology using an appropriate valuation method.
Current wording
When evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company’s reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the quantitative impairment testing methodology.
Previous wording
We compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value.
Current wording
Under the quantitative method we compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined using an appropriate valuation method. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value.