For the quarter ended September 30, 2025

 

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically; every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.0405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b 2 of the Exchange Act.

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Act). Yes ☐ No ☒

 

As of November 13, 2025, there were 31,072,252 shares outstanding of the registrant’s common stock.

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

 

 

 

 

 

 

 

 

 

 

(UNAUDITED)

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

On October 31, 2024, (the “Kyber Acquisition Date”), the Company entered into a Membership Interest Assignment Agreement (the “Assignment Agreement”), by and among Cowen Inc. (“Cowen”), IMcK Holdings LLC (“Minority Seller” and together with Cowen, the “Sellers”), Kyber Data Science, LLC (“Kyber”) and the Company, pursuant to which the Company acquired all outstanding equity interests of Kyber (the “Kyber Transferred Interests”) from the Sellers, effective October 31, 2024 (the “Kyber Transaction”). The business combination with Kyber was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with the Company deemed the accounting acquirer for financial reporting purposes. Kyber provides a unique suite of data management capabilities and proprietary information and analytics solutions to optimize and measure financial performance for customers within the financial services industry.

 

 

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain footnotes and other financial information normally required by U.S. GAAP have been condensed or omitted in accordance with instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, such statements include all adjustments which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2025. The operating results presented herein are not necessarily an indication of the results that may be expected for the year. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on April 11, 2025.

 

 

 

The condensed consolidated financial statements of the Company include the accounts of (i) Forian LLC (f/k/a Medical Outcomes Research Analytics, LLC); (ii) Kyber Data Science LLC and its wholly owned subsidiaries Kyber Aesthetic Data LLC (which merged into Kyber Data Science LLC on June 19, 2025), Kyber Data Sub LLC, Kyber Health Data LLC and Kyber Survey Data LLC (which merged into Kyber Data Science LLC on June 19, 2025) (effective October 31, 2024) and (iii) Helix Technologies, Inc. and its wholly owned subsidiaries Helix Legacy, Inc. (f/k/a Security Grade Protective Services, Ltd.), and Green Tree International, Inc. All intercompany transactions have been eliminated in consolidation.

 

 

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses together with amounts disclosed in the related notes to the financial statements. The significant areas of estimation include but are not limited to revenues, accounting for the allowance for credit losses, income taxes, fair value of assets and intangible assets acquired in a business combination and stock-based compensation. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is possible that the external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.

 

 

Certain reclassifications have been made to the prior period financial statements to conform to the current period financial statement presentation. Certain strategic review related expenses that were previously included in general and administrative expenses in the prior period financial statements have been reclassified to strategic review related expenses to be consistent with the current presentation.

 

 

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 - quoted prices in active markets for identical assets or liabilities;

 

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

 

Level 3 - inputs that are unobservable.

 

The carrying value of the Company’s financial instruments, such as cash, marketable securities, accounts receivable and accrued liabilities and other liabilities approximate fair values due to the short-term nature of these instruments.

 

 

The Company considers all cash accounts and highly liquid investments with a maturity of less than ninety days, when purchased, as cash and cash equivalents.

 

The Company maintains cash with major financial institutions. Cash held at U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution, as the coverage is based on individually titled accounts. The portion of deposits in excess of FDIC coverage is not protected by such insurance and represents a credit risk to the Company. At times, the Company’s deposits exceed this coverage.

 

 

The Company records accounts receivable when it has the unconditional right to issue an invoice and receive payment regardless of whether revenue has been recognized. If revenue is recognized in advance of the right to invoice, a contract asset (unbilled receivable) is recorded in the condensed consolidated balance sheets.

 

Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses. The Company determines the allowance for credit losses based on historical write-off experience, customer specific facts and economic conditions.

 

Contract assets represent contractual rights to consideration in the future and are generated when contractual billing schedules differ from the timing of revenue recognition. The Company determines the allowance for credit losses based on historical payment experience, customer specific facts, expected performance over the duration of the contract and economic conditions.

 

Outstanding account balances are reviewed individually for collectability or realizability. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable or contract assets. The allowance for credit losses for accounts receivable was $225,000 at September 30, 2025 and $225,000 at December 31, 2024. The allowance for credit losses for contract assets was $279,167 at September 30, 2025 and $225,000 at December 31, 2024.

 

Management charges account balances against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

 

In February 2023, the Company received a note for $10,000,000 payable in twelve equal monthly installments as partial consideration for the sale of Bio-Tech Medical Software, Inc., a Florida corporation (“BioTrack”). As of February, 2024 the note has been fully paid. The Company recognized $0 and $0 and $0 and $20,712 of amortization of the $410,000 original discount recorded on the note interest as investment income for the three and nine months ended September 30, 2025 and 2024, respectively.

 

 

The Company accounts for its business combinations under the provisions of ASC Topic 805-10, which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including non-controlling interests, are recorded at the date of acquisition at their respective fair values. Any excess fair value of the net tangible and intangible assets acquired over the purchase price is recorded as bargain purchase gain in the statements of operations at the acquisition closing date. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed. After the measurement period, all adjustments are recorded in the condensed consolidated statements of operations as operating expenses or income. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred.

 

 

 

Under ASC 606, the Company recognizes revenue when (or as) customers obtain control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenues when (or as) the Company satisfies a performance obligation. The Company applies the provisions of ASC 606 to an arrangement when a substantive contract exists and collectability is probable.

 

The Company derives revenue primarily from fees for the Company’s information products. Information products contracts are generally for a period of one month to five years. Customers may access data analytics products through the use of tools provided by the Company or by utilizing their own tools per the contract. Data products may consist of a bundle of inputs including historical information as it exists at the time of delivery or information that will be updated over a period of time as agreed with the customer. In most cases, the provision of information products is considered a single performance obligation. In cases where the Company is not obligated to update information over the access period and control over the use of the products passes to the customer when delivered, revenue is recognized at the point in time the information products are made available to the customer. In cases where information updates are provided over the contract term, they are considered highly interrelated with the information product delivered upon contract inception and revenue is recognized ratably over the life of the contract. Customers are generally invoiced according to monthly, quarterly or annual amounts specified in the contract. Any amounts invoiced in excess of revenue recognized are recorded as deferred revenue. Revenue recognized in excess of amounts invoiced is recorded as a contract asset.

 

In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, which can either increase or decrease the transaction price, including sales of products by customers derived from data analytics products the Company provides and the volume of data made available to the customer within the data products. Variable consideration based on sales of products by customers is recognized in the period of sales, subject to minimum amounts specified in contracts. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company and reevaluated each reporting period. The effect of revisions in recognized estimated variable consideration in excess of minimums are recorded beginning in the period in which the estimates are revised. Actual results could differ from periodic estimates.

 

Significant judgments and estimates are sometimes necessary for the determination of whether performance obligations in a contract are distinct and whether they are delivered at a point in time or over time. Judgement is also necessary to assess revenue recognized under variable revenue arrangements.

 

Contract acquisition costs, which consist of sales commissions paid or payable, are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial and renewal contracts are deferred and then amortized on a straight-line basis over the contract term.

 

Contract assets and deferred revenues consist of the following as of September 30, 2025 and December 31, 2024:

 

 

Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. The majority of the Company’s noncurrent remaining performance obligations will be recognized over the next 36 months.

 

The transaction price allocated to remaining performance obligations consisted of the following:

 

 

The Company’s disaggregated revenue categories for the three and nine months ended September 30, 2025 and 2024 are as follows:

 

 

 

FASB ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net loss are interest income, other expense, net and the provision for (benefit from) income taxes and infrequent items such as gain on redemption of debt, gain on sale of investment and gain on bargain purchase, which are reflected in the condensed consolidated statements of operations.

 

Sales for the three months ended September 30, 2025, by country as a percentage of total sales were: United States (95%) and Great Britain/others (5%) compared to sales for the three months ended September 30, 2024, by country as a percentage of total sales which were: United States (91%) and Australia (9%).

 

Sales for the nine months ended September 30, 2025, by country as a percentage of total sales were: United States (94%) and Great Britain/others (6%) compared to sales for the nine months ended September 30, 2024, by country as a percentage of total sales which were: United States (90%), Australia (8%) and Canada (2%).

 

The Company’s long-lived assets consist primarily of intangible assets, deposits and other assets. As of September 30, 2025 and December 31, 2024, all of the Company’s long-lived assets were in the U.S.

 

The Company’s operations are comprised of a single reportable segment providing analytic and information services to the healthcare, life science and financial services industries.

 

 

During the three and nine months ended September 30, 2025, the Company had one customer representing 11.0% and 11.5% of revenue, respectively. At September 30, 2025, the Company had three customers representing 17.9%, 10.7%, and 10.1% of accounts receivable.

 

During the three and nine months ended September 30, 2024, the Company had two customers representing 17.0% and 11.8% and 16.7% and 12.4% of revenue. At September 30, 2024, the Company had three customers representing 22.4%, 13.1%, and 13.0% of accounts receivable.

 

 

The Company licenses certain information assets from third parties as a key input to certain information and software products. Any disruptions associated with these suppliers could have a material short-term impact on the business while alternate sources are secured. The information licenses specify content deliverables and specified use rights for a fixed fee and time period. Payment terms for information licenses generally consist of upfront payments and annual licensing fees. The Company expenses the contract costs over the expected period of benefit and records any differences between amounts expensed and payments incurred as other assets or liabilities on a contract by contract basis. Payments for licensed information, including the changes in related assets and liabilities, are classified within “Net cash provided by operating activities” on the condensed consolidated statements of cash flows. In cases where the Company pays variable fees based on content usage, such costs are expensed as incurred.

 

On July 31, 2024, the Company was informed by one of its information vendors that effective December 31, 2024, the vendor would no longer include certain data within the information products it licenses to the Company. The vendor stated this was due to clarifications and updates to the licensing relationship between the vendor and one of its data suppliers. In February 2025, the vendor announced that it intended to exit the data licensing business by the end of 2026. The Company plans to license data from additional vendors in consideration of the above changes; however, there can be no assurance that the alternate sources of comparable data can be obtained, and if so, on terms and conditions substantially equivalent to those under the Company’s previous agreement. As a result of this event, the Company is evaluating its rights under the contract and the impact of the vendor’s announced wind down on future obligations under the agreement. The Company reduced the expected period of benefit under the agreement effective with the vendors announcement. The resulting change in accounting estimate did not have a material impact on operating results for either the three or nine months ended September 30, 2025.

 

On September 23, 2024, the Company was informed by one of its information vendors that it was exercising the right to terminate the agreement with the Company effective September 25, 2024, based on restrictions imposed by the information vendor’s upstream licensor. As a result, the Company recorded an adjustment of $542,389 recorded as a reduction of cost of revenues during the year ended December 31, 2024, representing previously recorded charges under the contract that will not be paid. On July 2, 2025, the Company entered into a Termination and Wind Down Agreement with the vendor providing for a reduction of fees for the period through the termination date of $175,000. As a result, the Company recorded an adjustment of $175,000 included in cost of revenues during the three months ended June 30, 2025, representing previously recorded charges under the contract that will not be paid.

 

 

During the three months ended September 30, 2025, the Company had two vendors, representing 19.1% and 11.4% of purchases and expenses and during the nine months ended September 30, 2025, the Company had two vendors representing 20.2% and 11.5% of purchases and expenses.

 

During the three months ended September 30, 2024, the Company had two vendors, representing 16.2% and 10.7% of purchases and expenses and during the nine months ended September 30, 2024, the Company had four vendors representing 24.4%, 13.7%, 12.6%, and 10.8% of purchases and expenses.

 

 

Property and equipment are stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date using the straight-line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which are 1 to 7 years. Maintenance and repairs are charged to operations as incurred.

 

 

The Company reviews for the impairment of long-lived assets annually and whenever events and or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Such indicators include, among others, the nature of the asset, the projected future economic benefit of the asset, historical and future cash flows and profitability measurements. An impairment loss would be recognized when the value of the undiscounted estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying value. There were no impairment losses recognized during the three and nine months ended September 30, 2025 and 2024.

 

 

Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions.

 

 

Advertising costs are expensed as incurred and included in sales and marketing expenses and amounted to $1,448 and $22,767 and $16,073 and $76,579 for the three and nine months ended September 30, 2025 and 2024, respectively.

 

 

The calculation of net loss per share is based on the weighted average number of common shares or common stock equivalents outstanding during the applicable period. The dilutive effect of common stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share, unless their impact is antidilutive to the “control number,” which is income (loss) from operations. Shares issuable under convertible notes, employee stock options, employee restricted stock awards and similar equity instruments granted by the Company are treated as potential ordinary shares outstanding in computing diluted earnings per share. Diluted shares outstanding are calculated using the as if converted method for convertible notes and the treasury stock method for other potentially dilutive securities. Under the as if converted method, the dilutive impact of securities is calculated as if conversion occurred at the beginning of the reporting period. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized and the amount of benefits that would be recorded in common shares when the award becomes deductible for tax purposes are assumed to be used to repurchase shares. As the Company has incurred net losses from operations for the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, the diluted loss per share is the same as basic loss per share for the periods presented.

 

 

The Company’s 2020 Equity Incentive Plan (“2020 Plan”) permits the grant of stock options, restricted stock awards and/or restricted stock units. A total of 4,000,000 shares of Company common stock were originally authorized and reserved for issuance under the 2020 Plan. On June 15, 2022, the Company’s stockholders approved an amendment to the 2020 Plan, which amended the 2020 Plan to increase the number of shares available for issuance by 2,400,000 shares and on June 11, 2025, the Company's stockholders approved an amendment to the 2020 Plan, which amended the 2020 Plan to increase the number of shares available for issuance by 4,000,000 shares to a total of 10,400,000 shares. Stock options represent the right to purchase Company common stock at the exercise price on the date of grant of the stock option at a future date. Restricted stock awards are grants of shares of Company common stock. Restricted stock units represent the right to receive shares of Company common stock on future specified dates. Stock options, restricted stock awards and restricted stock units granted contain restrictions that cause them to be subject to substantial risk of forfeiture and restrict their exercise, sale or other transfer by the grantee until they vest. The terms of the stock options, restricted stock awards and units granted under the 2020 Plan are determined by the Board of Directors in the agreement evidencing the award, including the number of shares, period of restriction or vesting schedule and other terms. The fair value of the stock options, restricted stock awards and restricted stock units is based on the underlying grant date fair value of the Company’s common stock. The fair value is then expensed over the requisite service periods of the awards which is generally the service period and the related amount is recognized in the condensed consolidated statements of operations. The impact of forfeitures are recognized in the period incurred.

 

 

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The provision for income taxes represents federal, state, and local income taxes. The effective rate differs from statutory rates due to the effect of state and local income taxes, tax benefit of research and development (“R&D”) credits and certain nondeductible expenses. The Company’s effective tax rate will change from period to period based on recurring and non-recurring factors including, but not limited to, the geographical mix of earnings, enacted tax legislation and state and local income taxes. In addition, changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or re-measurement of a tax position taken in a prior annual period is recognized separately in the period of the change.

 

For the three and nine months ended September 30, 2025, the Company recognized a net income tax benefit of $18,647 and net income tax expense of $104,282. For the three and nine months ended September 30, 2024, the Company recognized a net income tax benefit of $95,896 and net income tax expense of $14,865. The Company claims R&D tax credits on eligible R&D expenditures. The R&D tax credits are recognized as a reduction to income tax expense.

 

The Company files a consolidated U.S. income tax return and tax returns in certain state and local jurisdictions. As of September 30, 2025, the Company is not currently under any examination in any tax jurisdiction.

 

Tax contingencies are recorded, if needed, to address potential exposure involving tax positions the Company has taken that could be challenged by tax authorities. These potential exposures could result from applications of various statutes, rules, regulations and interpretations. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

 

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property and the return to immediate expensing of domestic research and experimental expenditures (“R&E”). With respect to the immediate expensing of domestic R&E, the Company expects to file a method of accounting change for the capitalized domestic 174 R&E expenditures as of January 1, 2025 with a 481(a) adjustment in the 2025 taxable year. The Company recorded a credit to income taxes related to the accounting change during the period ended September 30, 2025. The change in accounting method did not materially impact the Company’s deferred tax assets or income tax expense due to the existing valuation allowance.

 

 

Litigation settlements and related expenses consist of incremental third-party legal expenses and settlement expenses, net of any insurance recoveries, associated with litigation, which pertains to entities acquired in the Helix merger (see “Note 16 – Commitments and Contingencies”).

 

 

 

Stock Repurchase

 

On July 18, 2025, the Company purchased and retired 90,000 shares of its common stock in a private transaction for $176,400 at a purchase price of $1.96 per share.

 

On August 25, 2025, the Company purchased and retired 122,500 shares of its common stock in a private transaction for $240,100 at a purchase price of $1.96 per share.

 

On July 29, 2024, the Company purchased and retired 30,000 shares of its common stock in a private transaction for $74,400.

 

On October 4, 2024, the Company purchased and retired 100,000 shares of common stock of the Company in a private transaction for $218,500.

 

 

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid and other disclosures. Under ASU 2023-09, for each annual periods presented, public entities are required to (1) disclose specific categories in the tabular rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires all reporting entities to disclose on an annual basis the amount of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and can be applied on a prospective basis with an option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of certain amounts included in the expense captions presented on the condensed consolidated statement of operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

 

 

 

 

 

The Company entered into the Assignment Agreement, by and among the Sellers, Kyber, and the Company, pursuant to which the Company acquired the Kyber Transferred Interests from the Sellers, effective as of the Kyber Acquisition Date. Pursuant to the terms of the Assignment Agreement, at the closing, Sellers transferred and assigned all of the Kyber Transferred Interests to the Company in consideration of the Company’s assumption of Kyber’s ordinary course liabilities. The Assignment Agreement also contains a customary post-closing working capital adjustment, which was resolved without material impact to the Transaction. All outstanding Class B Units of Kyber were cancelled prior to the closing of the Kyber Transaction and no consideration was paid to the Class B Unit holders.

 

In accordance with ASC 805, the Company has been considered the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Company has recorded the assets, including the acquired identified intangible assets, and liabilities assumed in the Kyber Transaction at their fair values at the date of acquisition. Any excess of the fair value of the net assets acquired over the purchase price has been recorded as a bargain purchase gain.

 

The Company obtained control of Kyber for no consideration other than the assumption of certain normal course working capital liabilities. The Company recorded a gain on bargain purchase upon completion of the transaction. The bargain purchase was a result of the Sellers’ plan to wind down and terminate Kyber’s operations if a sale was not completed by October 31, 2024, due to a previous change in ownership.

 

During the measurement period of up to one year from the Kyber Acquisition Date, the Company may record adjustments identified, if any, to the acquisition-date fair values of assets acquired and liabilities assumed with the corresponding offset to gain on bargain purchase. Upon the conclusion of the measurement period, no such adjustments were recorded.

 

The following table summarizes the fair values of the assets acquired and liabilities assumed on the Kyber Acquisition Date:

 

 

 

The Company incurred acquisition-related costs of $0, $6,145, $0, and $0 during the three and nine months ended September 30, 2025 and 2024, respectively, for legal and auditing fees which were expensed as incurred and included in strategic review and transaction related expenses in the Consolidated Statements of Operations.

 

The results of operations of Kyber since the Kyber Acquisition Date have been included in the Company’s condensed consolidated financial statements. Kyber contributed revenues of $1,999,292 and $5,552,205 for the three and nine months ended September 30, 2025 which was included in the Company’s consolidated statements of operations.

 

 

The following table presents certain unaudited pro forma financial information for the combined entity as if the Kyber acquisition occurred on January 1, 2023. The unaudited pro forma financial information for the periods presented is provided for illustrative purposes only and is not necessarily indicative of the historical results of operations had the acquisition occurred on January 1, 2023, nor is it indicative of the results of operations in future periods.

 

 

 

Marketable securities are stated at estimated fair value based upon current market quotes for similar securities (level 2 inputs) and are classified as available-for-sale. Realized gains and losses are included in investment income. Unrealized gains and losses are immaterial and therefore the Company has presented such amounts within investment income in the condensed consolidated statements of operations. Marketable securities consists of U.S. Treasury Bills.

 

As of September 30, 2025 and December 31, 2024, marketable securities consisted of the following:

 

 

 

The Company has various agreements which require upfront and periodic payments. The Company records the expenses related to these agreements ratably over the annual terms. As of September 30, 2025 and December 31, 2024, the Company’s balance sheet reflected prepaid expenses of $1,416,542 and $1,111,234, respectively, primarily relating to various software and information licenses and insurance policies with durations ranging from 3 months to 1 year.

 

Included in other current assets as of September 30, 2025, are income taxes receivable of $377,522 and deferred license costs of $986,531, and commission advances receivable employees of $87,400.

 

Included in other current assets as of December 31, 2024, are income taxes receivable of $199,131, deferred license costs of $825,563 and amounts receivable from an insurance company related to settled litigation of employees of $485,000.

 

 

As of September 30, 2025 and December 31, 2024, property and equipment were comprised of the following:

 

 

Depreciation expense for the three and nine months ended September 30, 2025 and 2024 was $4,038 and $13,186 and $6,629 and $23,405, respectively.

 

 

As of September 30, 2025, intangible assets were comprised of the following:

 

 

As of December 31, 2024, intangible assets were comprised of the following:

 

 

Amortization expense for the three and nine months ended September 30, 2025 and 2024 was $48,097 and $142,400 and $0 and $0, respectively.

 

The estimated future amortization expense for the next five years and thereafter is as follows:

 

 

The weighted average remaining amortization period for the Company’s intangible assets as of September 30, 2025 and December 31, 2024 was 5.64 and 6.36 years.

 

 

 

 

As of September 30, 2025 and December 31, 2024, accrued expenses were comprised of the following:

 

 

 

 

On September 1, 2021, the Company entered into a Note Purchase Agreement with certain accredited investors and a former director of the Company, pursuant to which the Company issued at 100% of par value $24,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due September 1, 2025 (the “Notes”), convertible into (i) shares of Company common stock and (ii) warrants to purchase shares of Company common stock equal to 20% of the principal amount of the Notes divided by the conversion price of the Notes (the “Warrants”). The Notes matured on the fourth-year anniversary of the date of issuance, which time was also the termination date of any Warrants, if issued. The conversion price of the Notes and the exercise price of the Warrants was $11.98 per share, which was the consolidated closing bid price of the Company common stock as reported by Nasdaq on August 31, 2021, the most recently completed trading day preceding the Company entering into the Note Purchase Agreement with investors with respect to the Notes. The holders of the Notes had the ability, at any time, converted all or a portion of the Notes plus accrued interest (subject to a minimum principal amount of $100,000) at the conversion price. The Company had the ability to redeem all or a portion of any Notes then outstanding at any time after the first anniversary of issuance at a price of 112.5% of par value plus accrued interest. In the event of a change of control of the Company, the Company had the ability to redeem all Notes then outstanding at a price of 108% of par value plus accrued interest. Interest expense on the Notes was payable upon maturity or earlier redemption unless the Notes were converted prior to such time. In the event the holders of the Notes converted all or a portion of the Notes, the related accrued interest was converted at the conversion price. Interest expense related to the Notes was $35,095 and $138,796 and $194,082 and $583,685 for the three and nine months ended September 30, 2025 and 2024, respectively.

 

The Company evaluated the embedded features in accordance with ASC 815-15-25 and determined embedded features were all clearly and closely related to the debt host instrument and therefore were not required to be bifurcated and separately measured at fair value. The Warrants were not issued in connection with the Notes and issuance of the Warrants was contingent upon conversion of the Notes at the option of the Holder, therefore no portion of the proceeds were allocated to the Warrants.

 

The Company incurred debt issuance costs associated with the Notes in the amount of $21,330, which were deferred and were amortized over the term of the Notes. During the three and nine months ended September 30, 2025 and 2024, the Company recognized $889 and $3,555 and $1,333 and $3,999 in amortization of debt issuance costs, respectively, which is recognized in interest expense in the condensed consolidated statements of operations.

 

On February 28, 2024, the Company redeemed $1,000,000 in principal and $87,356 of accrued interest thereon for an aggregate redemption price of $950,000 resulting in a gain of $137,356, which was included in other income and expense in the condensed consolidated statements of operations.

 

On November 11, 2024, the Company redeemed $16,000,000 in principal amount and $1,794,110 of accrued interest thereon for an aggregate redemption price of $17,648,406 resulting in a gain of $145,703.

 

Upon maturity of the Notes on September 1, 2025, the Company repaid all outstanding principal and accrued interest on the Notes for an aggregate amount of $6,840,000.

 

 

 

The table below includes issuances of restricted stock awards and units under the 2020 Plan and unvested equity interests of MOR which were converted into restricted common stock.

 

 

The 1,626,248 of unvested awards at September 30, 2025 consisted of restricted stock units.

 

 

The fair value of the stock options was estimated at Level 3 in the fair value hierarchy using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgement. The assumptions used to calculate the grant date fair value of the options granted during the nine months ended September 30, 2025 and 2024, are as follows:

 

 

The following summarizes option activity under the Company’s stock plan for the nine months ended September 30, 2025 and for the year ended December 31, 2024:

 

 

The weighted average exercise price and remaining contractual life of options outstanding as of September 30, 2025 was $5.62 and 7.08 years, respectively. The total aggregate intrinsic value of the options outstanding as of September 30, 2025 was approximately $36,480.

 

The weighted average exercise price and remaining contractual life of exercisable options as of September 30, 2025 was $7.03 and 6.53 years, respectively. The total aggregate intrinsic value of the exercisable options as of September 30, 2025 was approximately $0.

 

 

The weighted-average grant date fair value per share for the stock options granted was $1.41 and $2.00 for the nine months ended September 30, 2025 and 2024, respectively.

 

At September 30, 2025, the total unrecognized stock compensation expense related to unvested stock option awards and restricted stock awards and restricted stock units granted was $4,632,726, which the Company expects to recognize over a weighted-average period of approximately 1.7 years. Stock compensation expense for the three and nine months ended September 30, 2025 and 2024 was as follows:

 

 

Total intrinsic value of options exercised during the three and nine months ended September 30, 2025 was $0 and $2,351. The total fair value of restricted shares vested during the three and nine months ended September 30, 2025 was $21,100 and $663,300.

 

Total intrinsic value of options exercised during the three and nine months ended September 30, 2024 was $0 and $8,375. The total fair value of restricted shares vested during the three and nine months ended September 30, 2024 was $38,381 and $765,045.

 

 

The following table sets forth the computation of the basic and diluted net loss per share:

 

 

The following table sets forth all outstanding potentially dilutive securities at the end of the reporting period which were not included in the calculation of diluted earnings per share because their impact would have been antidilutive to the Company’s “control number,” which is income (loss) from operations.

 

 

 

Adam Dublin, the Company’s Chief Strategy Officer, was previously a consultant for a current vendor of the Company. Mr. Dublin’s consultancy with the vendor ended on December 11, 2020, and the parties agreed not to renew the consulting agreement. Pursuant to Mr. Dublin’s consulting agreement with the vendor, Mr. Dublin received payments from the vendor for the three and nine months ended September 30, 2025 and 2024 of $0 and $24,375 and $0 and $60,025, respectively, as he is entitled to runoff commissions on accounts he sold.

 

On September 1, 2021, the Company issued, at 100% of par value, $24,000,000 in aggregate principal balance of 3.5% Convertible Promissory Notes due 2025 convertible into (i) shares of Company common stock and (ii) warrants to purchase shares of Company common stock equal to 20% of the principal amount of the Notes divided by the conversion price to a select group of institutional and accredited investors, which included a director of the Company who held $6,000,000 of the Notes until his death on April 11, 2024, which notes were held by the spouse of the deceased director. See “Note 11 - Convertible Notes” for additional information. On September 1, 2025, the Notes reached their maturity date and the Company paid $6,840,000 of principal and accrued interest due upon maturity.

 

On September 4, 2024, the Company entered into a customer agreement with an entity controlled by one of its directors providing for products and services over a three-year period for variable consideration with aggregate minimum billings of $1,200,000 and noncash consideration of $133,914. Revenues include $59,224 and $277,079 for the three and nine months ended September 30, 2025 and $15,126 for the three and nine months ended September 30, 2024 resulting from the agreement.

 

 

 

The Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). All contracts are evaluated to determine whether or not they represent a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has operating leases primarily consisting of facilities with remaining lease terms of 1-2 years. The lease term represents the period up to the early termination date unless it is reasonably certain that the Company will not exercise the early termination option. Certain leases include rental payments that are adjusted periodically based on changes in consumer price and other indices.

 

Leases are classified as finance or operating in accordance with the guidance in ASC 842. The Company does not hold any finance leases.

 

The Company renewed its lease agreement for office space in Hingham, Massachusetts, commencing on July 1, 2024. The lease has an initial term of two years and base rent per year is approximately $25,000.

 

The Company is also obligated under a short-term lease related to offices in Pennsylvania. This short-term lease is currently leased on a month-to-month basis. A short-term lease is a lease with a term of 12 months or less and does not include the option to purchase the underlying asset that the Company would expect to exercise. The Company has elected to adopt the short-term lease exemption in ASC 842 and as such has not recognized a “right of use” asset or lease liability for this short-term lease.

 

The Company’s lease agreements generally do not provide an implicit borrowing rate; therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments.

 

Supplemental cash flow information and non-cash activity related to leases are as follows:

 

 

ROU lease assets and lease liabilities for the Company’s operating leases were recorded in the condensed consolidated balance sheet as follows:

 

 

Long-term operating lease liabilities are included in other long-term liabilities on the Company’s condensed consolidated balance sheets.

 

The components of lease expense were as follows for each of the periods presented, which are included in general and administrative expenses in the condensed consolidated statements of operations:

 

 

Future lease payments included in the measurement of lease liabilities on the condensed consolidated balance sheet as of September 30, 2025, were as follows:

 

 

 

 

The Company entered into certain service and license agreements that provide for future minimum payments. The terms of these agreements vary in length. The following table shows the remaining payment obligations under these agreements as of September 30, 2025:

 

 

Commitments and contingencies includes $923,356 recorded in accrued expenses and other liabilities, representing information license liabilities under various licensing agreements (see “Note 3 – Summary of Significant Accounting Policies – Vendors and Licensors”).

 

 

From time to time the Company may be involved in claims that arise during the ordinary course of business. For any matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company records reserves in the condensed consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. Regardless of the outcome, litigation can be costly and time consuming and it can divert management’s attention from important business matters and initiatives, negatively impacting the Company’s overall operations. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently have any pending or recently resolved litigation to which it is a party or to which its property is subject that the Company believes to be material, except for the below.

 

 

 

 

 

 

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than noted below.

 

On November 2, 2025, the Board approved the grant of (i) nonqualified stock options to certain employees to purchase an aggregate of 12,000 shares of common stock of the Company at an exercise price of $2.24 per share, which amount represents the closing price of the Company’s common stock on October 31, 2025, and (ii) an aggregate of 230,000 restricted stock units to certain employees.

 

 

 

 

 

 

On October 31, 2024, the Company entered into a Membership Interest Assignment Agreement, by and among Cowen Inc. (“Cowen”), IMcK Holdings LLC (“Minority Seller” and together with Cowen, the “Sellers”), Kyber Data Science, LLC (“Kyber”) and the Company, pursuant to which the Company acquired all outstanding equity interests of Kyber from the Sellers, effective October 31, 2024. The business combination with Kyber was accounted for using the acquisition method of accounting in accordance with ASC 805, with the Company deemed the accounting acquirer for financial reporting purposes.

 

 

The following discussion sets forth certain components of the Company’s condensed consolidated statements of operations as well as factors that impact those items.

 

 

Revenues are derived from fees for the Company’s proprietary information products and services. The Company recognizes revenues from information products as performance obligations under customer contracts are satisfied. Sales for the three months ended September 30, 2025, by country as a percentage of total sales were: United States (95%) and Great Britain/others, (5%) compared to sales for the three months ended September 30, 2024, by country as a percentage of total sales which were: United States, (91%); and Australia, (9%).

 

Sales for the nine months ended September 30, 2025 by country as a percentage of total sales were: United States (94%) and Great Britain/others, (6%), compared to sales for the nine months ended September 30, 2024 by country as a percentage of total sales which were United States, (90%); Canada, (2%); and Australia, (8%).

 

 

Cost of revenues is generated from direct costs associated with the delivery of the Company’s products and services to its customers. The cost of revenues relates primarily to labor costs, information licensing, hosting and infrastructure costs and client service team costs.

 

On July 31, 2024, the Company was informed by one of its information vendors that effective December 31, 2024, the vendor will no longer include certain data within the information products it licenses to the Company. The vendor stated this was due to clarifications and updates to the licensing relationship between the vendor and one of its data suppliers. In February 2025, the vendor announced that it intended to exit the data licensing business by the end of 2026. The Company plans to license data from additional vendors in consideration of the above changes; however, there can be no assurance that the alternate sources of comparable data can be obtained, and if so, on terms and conditions substantially equivalent to those under the Company’s previous agreement. As a result of this event, the Company is evaluating its rights under the contract and the impact of the vendors announced wind down on future obligations under the agreement. The Company reduced the expected period of benefit under the agreement effective with the vendors announcement. The resulting change in accounting estimate did not have a material impact on operating results for the three and nine months ended September 30, 2025.

 

On September 23, 2024, the Company was informed by one of its information vendors that it was exercising the right to terminate the agreement with the Company effective September 25, 2024, based on restrictions imposed by the information vendor’s upstream licensor. As a result, the Company recorded an adjustment of $542,389 included in cost of revenues during the year ended December 31, 2024, representing previously recorded charges under the contract that will not be paid. On July 2, 2025, the Company entered into a Termination and Wind Down Agreement with the vendor providing for a reduction of fees for the period through the termination date of $175,000. As a result, the Company recorded an adjustment of $175,000 included in cost of revenues during the three months ended June 30, 2025, representing previously recorded charges under the contract that will not be paid.

 

 

Research and development expenses consist primarily of employee-related expenses, subcontractor and third-party consulting fees and hosted infrastructure costs. The Company continues to focus research and development efforts on adding new features and applications to its product offerings.

 

 

Sales and marketing expense is primarily salaries and related expenses, including commissions, for sales, marketing and product management staff. Marketing program costs are also recorded as sales and marketing expense including advertising, market research and events (such as trade shows, corporate communications, brand building, etc.). The Company plans to continue investing in marketing and sales by expanding selling and marketing staff, building brand awareness, attracting new clients and sponsoring additional marketing events. The timing of these marketing events may affect marketing costs in any particular period.

 

 

General and administrative expenses include salaries, benefits and other costs of departments serving administrative functions, such as executives, finance and accounting and human resources. In addition, general and administrative expense includes non-personnel costs, such as professional fees, legal fees, accounting and finance advisory fees and other supporting corporate expenses not allocated to cost of revenues, product and development or sales and marketing.

 

 

Litigation settlements and related expenses result from the defense and settlement of legacy claims assumed in the Helix merger.

 

 

 

 

Depreciation and amortization relate to long lived assets used in the Company’s business. Depreciation expense relates primarily to furniture and equipment and computers.

 

 

The following table summarizes the results of operations for the periods indicated:

 

 

 

 

Revenues for the for the three months ended September 30, 2025, were $7,762,183, which represented an increase of $3,075,871 compared to revenues of $4,686,312 for the three months ended September 30, 2024. The increase is primarily due to the impact of the acquisition of Kyber and organic growth in sales of the Company’s information products.

 

 

Cost of revenues for the three months ended September 30, 2025, was $3,753,561, which represented an increase of $2,350,641 compared to cost of revenues of $1,402,920 for the three months ended September 30, 2024. Cost of revenues increased primarily due to the impact of the Kyber acquisition and higher information licensing and processing expenses. As a result, gross profit as a percentage of revenues decreased to 52% for the three months ended September 30, 2025, compared to 70% for the same period in 2024.

 

 

Research and development expenses for the three months ended September 30, 2025, were $676,172, which represented an increase of $384,210 compared to research and development expenses of $291,962 for the three months ended September 30, 2024. The increase is primarily due to the impact of the Kyber acquisition.

 

 

Sales and marketing expenses for the three months ended September 30, 2025, were $1,461,348, which represented an increase of $504,365 compared to sales and marketing expenses of $956,983 for the three months ended September 30, 2024. The increase is due to the impact of the Kyber acquisition and increased salesperson compensation expenses.

 

 

General and administrative expenses for the three months ended September 30, 2025, were $2,118,273, which represented a decrease of $739,911 compared to general and administrative expenses of $2,858,184 for the three months ended September 30, 2024. The decrease is primarily due to lower stock compensation expense.

 

 

Litigation settlements and related expenses for the three months ended September 30, 2025, were $0, which represented a decrease of $1,394 compared to litigation settlements and related expenses of $1,394 for the three months ended September 30, 2024. These expenses result from the defense and settlement of legacy claims assumed in the Helix merger, net of any insurance recoveries.

 

 

 

 

Interest and investment income for the three months ended September 30, 2025, were $336,002, which represented a decrease of $322,337 compared to interest and investment income of $658,339 for the three months ended September 30, 2024. The decrease is primarily due to a lower marketable securities balance resulting from the use of funds to retire convertible notes.

 

 

Interest expense for the three months ended September 30, 2025, were $35,984, which represented a decrease of $159,431 compared to interest expense of $195,415 for the three months ended September 30, 2024. The decrease is due to the impact of the redemption of the Company’s convertible notes.

 

 

 

Revenues for the nine months ended September 30, 2025, were $22,294,439, which represented an increase of $7,953,648 compared to revenues of $14,340,791 for the nine months ended September 30, 2024. The increase is primarily due to the impact of the acquisition of Kyber and organic growth in sales of the Company’s information products.

 

 

Cost of revenues for the nine months ended September 30, 2025, was $10,113,352, which represented an increase of $5,200,157 compared to cost of revenues of $4,913,195 for the nine months ended September 30, 2024. Cost of revenues increased primarily due to the impact of the Kyber acquisition and higher information licensing and processing expenses. As a result, gross profit as a percentage of revenues decreased to 55% for the nine months ended September 30, 2025, compared to 66% for the same period in 2024.

 

 

Research and development expenses for the nine months ended September 30, 2025, were $1,958,140, which represented an increase of $969,088 compared to research and development expenses of $989,052 for the nine months ended September 30, 2024. The increase is primarily due to the impact of the Kyber acquisition.

 

 

Sales and marketing expenses for the nine months ended September 30, 2025, were $4,339,785, which represented an increase of $1,310,002 compared to sales and marketing expenses of $3,029,783 for the nine months ended September 30, 2024. The increase is due to the impact of the Kyber acquisition and increased salesperson compensation expenses.

 

 

General and administrative expenses for the nine months ended September 30, 2025, were $7,369,326, which represented a decrease of $2,002,104 compared to general and administrative expenses of $9,371,430 for the nine months ended September 30, 2024. The decrease is primarily due to lower stock compensation expense.

 

 

Litigation settlements and related expenses for the nine months ended September 30, 2025, were $0, which represented a decrease of $1,152,670 compared to litigation settlements and related expenses of $1,152,670 for the nine months ended September 30, 2024. These expenses resulted from the defense and settlement of legacy claims assumed in the Helix merger, net of any insurance recoveries.

 

 

Strategic review and acquisition related expenses are primarily related to professional fees incurred related to an unsolicited offer to take the Company private in 2025 and professional fees incurred for strategic review of the Company’s operations and acquisition of Kyber in 2024.

 

 

Interest and investment income for the nine months ended September 30, 2025 were $1,012,818, which represented a decrease of $938,994 compared to interest and investment income of $1,951,812 for the nine months ended September 30, 2024. The decrease is primarily due to lower investment in marketable securities resulting from the use of funds to retire convertible notes.

 

 

Interest expense nine months ended September 30, 2025 were $142,351, which represented a decrease of $445,333 compared to interest expense of $587,684 nine months ended September 30, 2024. The decrease is due to the impact of the redemption of the Company’s convertible notes.

 

 

In this Quarterly Report on Form 10-Q the Company has provided a non-GAAP measure, which is defined as financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The non-GAAP financial measure provided herein is earnings before interest, taxes, non-cash and other items (“Adjusted EBITDA”), which should be viewed as supplemental to, and not as an alternative for, net loss calculated in accordance with U.S. GAAP (referred to below as “net loss”.

 

Adjusted EBITDA is used by management as an additional measure of the Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITDA help management identify additional trends in the Company’s financial results that may not be shown solely by period-to-period comparisons of net loss. In addition, management may use Adjusted EBITDA in the incentive compensation programs applicable to some employees in order to evaluate the Company’s performance. Management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. In order to compensate for those limitations, management also reviews the specific items that are excluded from Adjusted EBITDA, but included in net loss, as well as trends in those items contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Management believes that the presentation of Adjusted EBITDA is useful to investors in their analysis of the Company’s results for reasons similar to those believed by management. Additionally, Adjusted EBITDA helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. As more fully described below, management believes that providing Adjusted EBITDA, together with a reconciliation of net loss to Adjusted EBITDA, helps investors make comparisons between the Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITDA is not intended as a substitute for comparisons based on net loss. In making any comparisons to other companies, investors should be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under applicable SEC rules.

 

The following is an explanation of the items excluded from Adjusted EBITDA but included in net loss:

 

 

 

 

 

 

 

 

 

 

 

There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with U.S. GAAP and may be different from non-GAAP financial measures provided by other companies.

 

The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are adjusted to calculate non-GAAP financial measures. Management compensates for these limitations by analyzing current and future results on a U.S. GAAP basis as well as a non-GAAP basis and also by providing U.S. GAAP measures in the Company’s public disclosures.

 

Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. Management encourages investors and others to review the Company’s financial information in its entirety, not to rely on any single financial measure to evaluate the business and to view non-GAAP financial measures in conjunction with the most directly comparable U.S. GAAP financial measures.

 

The following table reconciles the specific items excluded from U.S. GAAP metrics in the calculation of Adjusted EBITDA for the periods shown below:

 

 

 

 

Adjusted EBITDA for the three months ended September 30, 2025, was $470,645 compared to $185,916 three months ended September 30, 2024, an increase of $284,729. The increase is primarily due to higher revenues, partially offset by the increased cost of revenues and other operating expenses discussed above.

 

 

 

Adjusted EBITDA for the nine months ended September 30, 2025, was $1,010,940 compared to $368,535 for the nine months ended September 30, 2024, an increase of $642,405. The increase is primarily due to higher revenues, partially offset by the increased cost of revenues and other operating expenses discussed above.

 

 

Historically, the Company’s operations have been financed primarily from cash flow from operating activities, cash proceeds received from the sale of investments, equity issuances and the issuance of the Notes. On February 10, 2023, the Company sold BioTrack for $30,000,000 consisting of $20,000,000 in cash at closing and twelve unconditional monthly payments aggregating $10,000,000 thereafter. On July 21, 2023, the Company sold a minority equity interest in a customer for cash proceeds of $5,805,858 and future contingent earnout payments aggregating up to $3,600,000 in 2025 and 2026. These transactions have provided additional cash and liquidity to the Company. During 2024 and 2025, the Company redeemed $18,881,466 and $6,840,000 in outstanding principal and interest on its Notes, respectively. As of September 30, 2025, the Company’s balance of cash and marketable securities aggregated $28,225,038 and there was no remaining outstanding principal and accrued interest on the Notes, which had a maturity date of September 1, 2025. The Company expects to continue to fund its operations and potential future acquisitions through a combination of cash flow generated from operating activities, available cash and marketable securities, debt financing and/or additional equity issuances.

 

 

The following table summarizes selected information about sources and uses of cash and cash equivalents for the periods presented:

 

 

 

Net cash used in operating activities of $336,017 decreased by $1,131,067 for the nine months ended September 30, 2025 compared to cash used in operating activities of $1,467,084 for the nine months ended September 30, 2024. The decrease is primarily the result of the increased Adjusted EBITDA, decreased litigation settlements and related expenses, decreased strategic review and transaction related expenses discussed above, and changes in working capital accounts related to the timing of cash flows from operations.

 

 

Net cash provided by investing activities of $7,838,178 increased by $8,568,355 for the nine months ended September 30, 2025 compared to cash used in investing activities of $730,177 for the nine months ended September 30, 2024. The change is primarily the result of changes in purchases and sales of marketable securities, partially offset by cash received from the sale of a discontinued operation during 2024.

 

 

Net cash used in financing activities of $7,432,200 nine months ended September 30, 2025 increased by $6,294,163 compared to cash used in financing activities of $1,138,037 for the nine months ended September 30, 2024. The increase was primarily due to changes in tax payments for vested restricted stock units and redemption of the Notes.

 

 

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed consolidated financial statements that have been prepared in accordance with US GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

 

On an on-going basis, the Company evaluates its estimates, including those related to revenues, stock-based compensation, income taxes, business combinations and allowance for credit losses.

 

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The Company believes the following critical accounting estimates used in the preparation of its condensed consolidated financial statements affect its more significant judgments and estimates.

 

 

The Company utilizes judgement to determine whether performance obligations in a contract are distinct and whether they are delivered at a point in time or over time. Judgement is also necessary to assess revenue recognized under variable revenue arrangements.

 

 

Under the fair value recognition provision, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period. The Company makes certain assumptions in order to value and expense its various share-based payment awards.

 

 

The Company utilizes judgement and estimates in assessing the need for the valuation allowance related to deferred tax assets, including net operating loss carry-forwards. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.

 

 

The Company allocates the fair value of the consideration transferred to the assets acquired and liabilities assumed, including trademarks and customer relationships based on their estimated fair values at the acquisition date. Any excess over the consideration transferred is recorded as gain on bargain purchase. The purchase price allocation requires the Company to make significant estimates and assumptions, especially at the acquisition date, with respect to intangible assets and deferred revenue obligations.

 

Although the Company believes the assumptions and estimates it has made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Examples of critical estimates used in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to:

 

 

 

 

 

These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that the Company has made. In addition, unanticipated events and circumstances may occur, which may affect the accuracy or validity of such estimates, and, if such events occur, the Company may be required to recognize a loss in the condensed consolidated statement of operations due to an overestimation of the value ascribed to an acquired asset or an increase in the amounts recorded for assumed liabilities.

 

 

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid and other disclosures. Under ASU 2023-09, for each annual period presented, public entities are required to (1) disclose specific categories in the tabular rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires all reporting entities to disclose on an annual basis the amount of income taxes paid disaggregated by federal, state and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 and can be applied on a prospective basis with an option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

 

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of certain amounts included in the expense captions presented on the condensed consolidated statement of operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of ASU 2024-03 on its condensed consolidated financial statements and related disclosures.

 

 

 

 

 

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” As an “emerging growth company,” the Company is electing to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards.

 

Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” the Company is not required to, among other things, (i) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply until the last day of the fiscal year of the fifth anniversary of the business combination with Helix (December 31, 2026) or until the Company no longer meets the requirements for being an “emerging growth company,” whichever occurs first.

 

 

 

 

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its chief executive officer (who is also the Company’s principal executive officer) and its chief financial officer (who is also the Company’s principal financial and accounting officer), to allow for timely decisions regarding required disclosure. In accordance with Rules 13a-15(b) under the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of its disclosure controls and procedures as of September 30, 2025, which is the end of the three-month period covered by this Quarterly Report on Form 10-Q.

 

The Company identified material weaknesses in its internal controls over financial reporting as disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on April 11, 2025. The Company’s chief executive officer and chief financial officer therefore concluded that the Company’s disclosure controls and procedures as of the fiscal quarter ended September 30, 2025 remain ineffective to the extent of the material weaknesses identified.

 

During 2024, we identified a material weakness in the design of our controls over payables transactions. During 2025, the Company implemented additional controls to validate the accuracy and appropriateness of payables transactions and to prevent the possibility of fraudulent or fictitious payments. As of September 30, 2025, these control activities have been appropriately designed and implemented and have operated effectively for a sufficient period of time to conclude that the previously identified material weakness has been remediated.

 

During 2024, we also identified a material weakness in the design of our controls over the application of ASC 606, particularly to contracts containing fixed minimum payments and variable revenues based on customer sales. The Company has implemented improvements in the design of its controls over the application of ASC 606 to contracts with customers during 2025. The Company believes these actions, when complete, will remediate the control weaknesses. However, the weaknesses will not be considered fully remediated until the applicable controls operate for a sufficient period of time for management to test the results for operating effectiveness. Once implemented, the Company intends to continue periodic testing and reporting of the internal controls to ensure continuity of compliance.

 

 

Except for the items described above, there has been no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the three months ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

 

 

 

From time to time the Company may be involved in claims that arise during the ordinary course of business. For any matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, it records reserves in its condensed consolidated financial statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. Regardless of the outcome, litigation can be costly and time consuming and it can divert management’s attention from important business matters and initiatives, negatively impacting overall operations. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently have any pending litigation to which it is a party or to which its property is subject that it believes to be material, except for the below.

 

 

 

 

 

 

 

 

 

    None.

 

 

    None.

 

 

    Not applicable.

 

 

 

   During the three and nine months ended September 30, 2025 and 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

 

 

* Filed with this Quarterly Report on Form 10‑Q.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 14, 2025.

 

 

 

 43

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