PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

 

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 

 

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

 

(i)	Adjusted for the effect of a 1 to 50 reverse stock split that became effective on October 14, 2024 (see Note 1)

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 

 

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(UNAUDITED)

 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 

 

 

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(UNAUDITED)

 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 

 

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 

 

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 

 

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

See accompanying notes to these unaudited condensed consolidated financial statements.

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 1 – Description of the Business and Basis of Presentation

 

Description of Business – AgEagle™ Aerial Systems Inc. and its wholly-owned subsidiaries (“AgEagle” or the “Company”, “we”, “our”), is actively engaged in designing and delivering best-in-class drones and sensors that solve important problems for its customers in a wide range of industry verticals, including energy/utilities, infrastructure, agriculture and government.

 

Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced unmanned aerial systems (“UAS”) which drive revenue at the intersection of flight hardware, sensors and software for industries that include agriculture, military/defense, public safety, surveying/mapping and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, including earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (“BVLOS”) and/or Operations Over People in the United States, Canada, Brazil and the European Union and being awarded Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense.

 

The Company is currently headquartered in Wichita, Kansas, where we house our sensor manufacturing operations, and we operate drone distribution and coordinate global customer service operations out of Raleigh, North Carolina. In addition, the Company operates engineering and drone manufacturing operations in Lausanne, Switzerland in support of our international business activities.

 

On September 11, 2025 the Company rebranded to EagleNXT. The rebrand to EagleNXT underscores the Company’s commitment to advancing best-in-class drones, sensors, and software that serve both government and commercial markets. With over one million global flights, record-setting contracts, and industry-first regulatory approvals, EagleNXT is well positioned to expand its leadership in rapidly growing markets including defense, public safety, agriculture, and environmental monitoring and research.

 

The Company’s mission statement- EagleNXT protects what matters most: lives, land, and the pursuit of peace– serves as the foundation of the rebrand and communicates EagleNXT’s focus on innovation, resilience, and long-term value creation.

 

Reverse Stock Splits - On February 8, 2024, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended to date, effecting a 1-for-20 reverse stock split (the “February Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Reverse Split Amendment”). The Reverse Split Amendment was approved by the Board of the Directors of the Company (the “Board”) and became effective on February 9, 2024. On October 3, 2024, the Board approved another reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every fifty (50) shares of Common Stock (the “October Reverse Stock Split”). The Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effectuate the October Reverse Stock Split. The October Reverse Stock Split was effective on October 14, 2024. All share and per share amounts have been retrospectively adjusted for the effect of the February and October Reverse Stock Splits.

 

Basis of Presentation – The condensed consolidated financial statements of the Company are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in United States of America (“U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, for a fair statement of the Company’s consolidated financial position and results of operations for the periods presented. Certain information and disclosures included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 31, 2025. The results for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or periods.

 

The condensed consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc., Measure Global, Inc, currently inactive with no operations, and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation.

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 

(UNAUDITED)

 

Note 1 – Description of the Business and Basis of Presentation – Continued

 

Liquidity and Going Concern – In pursuit of the Company’s long-term growth strategy and acquisitions, the Company has sustained continued operating losses. During the nine months ended September 30, 2025, the Company had net income of $3,164,500 due to non-cash warrant valuation gain of $8,511,000 and used cash in operating activities of $7,335,102. As of September 30, 2025, the Company has a working capital of $21,321,682, an accumulated deficit of $220,159,387, and a cash balance of approximately $16,629,000. As disclosed in Note 11, we closed on a Securities Purchase Agreement for the sale and issuance of up to 100,000 shares of Series G preferred stock with a state value of $1,000 on November 10, 2025. At the closing, we issued a total of 12,000 shares and received net proceeds of approximately $11,500,000.

 

We believe our current cash balance, working capital, Securities Purchase Agreement and the initial Series G closing, help alleviate previous doubt regarding our ability to continue as a going concern. As of September 30, 2025, our cash balance is sufficient enough to meet our financial obligations for at least the next twelve months from the date these condensed consolidated financial statements are issued and we have access to sufficient capital to implement our business strategy while meeting our financial obligations via the Securities Purchase Agreement.

  

Note 2 – Summary of Significant Accounting Policies

 

Risks and Uncertainties – Global economic challenges, including the impact of the war in Ukraine, rising inflation supply-chain disruptions, and adverse labor market conditions could cause economic uncertainty and volatility. The aforementioned risks and their respective impacts on the UAV industry and the Company’s operational and financial performance remain uncertain and outside of the Company’s control. Specifically, because of the aforementioned continuing risks, the Company’s ability to access components and parts needed in order to manufacture its proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If either the Company or any of its third parties used in our manufacturing and assembly processes continue to be adversely impacted by these matters, the Company’s supply chain may be disrupted, limiting its ability to manufacture and assemble products. The Company expects inflation and supply-chain disruptions and its effects to continue to have a significant negative impact on its business for an extended period of time. The company continues to monitor developments in trade policy and is evaluating alternatives to mitigate the impact of these tariffs, including supplier diversification. However, additional or sustained tariff actions could materially and adversely affect our operations, financial condition, and results of operations.

 

Use of Estimates – The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the reserve for obsolete inventory, valuation of intangible assets, fair value of derivative liabilities, and deemed dividends resulting from the triggering of down round provisions and modifications to equity-linked instruments.

         

Accounts Receivable and Credit Policy – Trade receivables due from customers are uncollateralized customer obligations due under normal and customary trade terms. Trade receivables are stated at the amount billed to the customer. As of September 30, 2025, December 31, 2024, and January 1, 2024, the Company had an accounts receivable balance of approximately $2.5 million, $1.4 million and $2.1 million, respectively. The Company generally does not charge interest on overdue customer account balances. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices.

 

        Allowance for Credit Losses - We establish allowances for credit losses on accounts receivable, under ASC 326-20-55-37. The adequacy of these allowances is assessed quarterly through consideration of factors such as customer credit ratings, age of the receivable, expected loss rates and general economic conditions. It is reasonably possible that the Company’s estimate of the allowance for credit losses will change. As of September 30, 2025, December 31, 2024 and January 1, 2024, the Company had an allowance for credit losses balance of $0.22 million, $0.02 million and $0.16 million, respectively.

 

Revenue Recognition – Most of the Company’s revenues are derived primarily through the sales of drones, sensors and related accessories. The Company utilized ASC Topic 606 and the related amendments, Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

The Company recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the consolidated statements of operations and comprehensive loss, net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. Therefore, revenue is recognized at a point in time. 

 

Pursuant to ASC 606, we have the following revenue recognition policies: 

 

	●	Sensor Sales – sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of sales.
	●	Drone Sales - sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of sales.

 

Additionally, customer payments or deposits received in advance of the Company completing performance obligations are recorded as contract liabilities. As of September 30, 2025, December 31, 2024, and January 1, 2024 we have $70,602, $148,054 and $226,316 of advanced customer payments presented as contract liabilities on the accompanying consolidated balance sheets, respectively. Contract liabilities are short term in nature and are expected to be recognized in the next fiscal year. During the nine months ended September 30, 2025, we recognized $96,781 of revenue that was deferred as a contract liability as of December 31, 2024.

 

   

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 2 – Summary of Significant Accounting Policies – Continued

 

Summary of Significant Accounting Policies - A description of all of the Company’s significant accounting policies and other financial information is included in the Company’s audited consolidated financial statements filed on March 31, 2025, with the SEC on Form 10-K for the year ended December 31, 2024. These policies have been applied consistently in these unaudited condensed interim consolidated financial statements.

 

Income (Loss) Per Common Share and Potentially Dilutive Securities – Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus Common Stock, equivalents (if dilutive) related to warrants, options, and convertible instruments.

 

For the nine months ended September 30, 2025, the Company has excluded all common equivalent shares outstanding for restricted stock units (“RSUs”), warrants and options to purchase Common Stock and convertible instruments from the calculation of diluted net loss per share, because these securities are anti-dilutive for the three month period due to the net loss incurred.  As of September 30, 2025, the Company had 106,797 unvested RSUs, 2,710,369 warrants and no options outstanding to purchase shares of Common Stock, and 2,143,977 of issuable shares upon the conversion of Series F preferred stock that have been excluded from diluted earnings per share as their inclusion would be anti-dilutive.

 

For the three and nine months ended September 30, 2024, the Company has excluded all common equivalent shares outstanding for restricted stock units (“RSUs”), options and warrants to purchase Common Stock and convertible instruments from the calculation of diluted net loss per share, because these securities are anti-dilutive for the periods presented which consisted of 7,325 unvested RSUs, 174,807 warrants, 55 options, 183,259 shares issuable upon the conversion of convertible preferred stock and 242,707 shares issuable upon the conversion of convertible debt.

 

For the three months ended September 30, 2025 and the three and nine months ended September 30, 2024, no adjustments were made to the numerator or denominator in our computation of diluted earnings per share due to the net loss incurred during these periods. Therefore, any such adjustments would have an anti-dilutive effect.

 

Net income (loss) per common share basic and dilutive is as follows for the three and nine months ended September 30, 2025 and 2024:

 

			Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Numerator:
Net income (loss)		$	(2,615,163	)		$	(3,459,754	)		$	3,164,500			$	(12,705,049	)
Accrued dividends on Series F Preferred Stock			(36,112	)			(47,879	)			(155,800	)			(158,862	)
Deemed dividends			(208,526	)			(1,450,232	)			(4,942,669	)			(6,707,687	)
Numerator for basic EPS - net income (loss) available to common stockholders			(2,859,801	)			(4,957,865	)			(1,933,969	)			(19,571,598	)
Effect of convertible securities and liability classified equity instrument:
Accrued dividends on Series F Preferred Stock			—				—				155,800				—
Interest expense on convertible note payable			—				—				45,150				—
Gain on change in fair value of warrant liabilities			—				—				(8,511,000	)			—
Numerator for diluted EPS - net loss available to common stockholders		$	(2,859,801	)		$	(4,957,865	)		$	(10,244,019	)		$	(19,571,598	)
Denominator:
Denominator for basic EPS - weighted average shares			32,171,261				309,350				19,888,046				240,309
Effect of dilutive securities:
Incremental shares for outstanding warrants			—				—				—				—
Convertible Series F Preferred Stock			—				—				2,143,977				—
Series A Warrants outstanding alternate cashless exercise			—				—				60,973				—
Unvested restricted stock units			—				—				106,797				—
Denominator for diluted EPS - weighted average shares			32,171,261				309,350				22,199,793				240,309
Net loss per common share - basic		$	(0.09	)		$	(16.03	)		$	(0.10	)		$	(81.44	)
Net loss per common share - diluted		$	(0.09	)		$	(16.03	)		$	(0.46	)		$	(81.44	)

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 2 – Summary of Significant Accounting Policies – Continued

 

Segment Reporting – In accordance with ASC Topic 280, Segment Reporting, the Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in making decisions regarding resource allocation and performance assessment. The Company defines the term “chief operating decision maker” to be its chief executive officer.

 

The Company has determined that it operates in two segments:

 

	●	Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications.
	●	Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories.
	●	Corporate, which comprises corporate costs only, and is not considered an operating segment.

 

Recently Issued Accounting Pronouncements Not Yet Adopted – In March 2024, the Securities and Exchange Commission (“SEC”) released a final rule that requires registrants to provide comprehensive climate-related disclosures in their annual reports and registration statements, including those for IPOs, beginning with annual reports for the year ending December 31, 2027, for smaller reporting companies (“SRC”). Registrants must disclose climate-related financial metrics and impacts on their financial estimates and assumptions in a footnote to the audited financial statements. The disclosures will also need to be addressed as part of management’s internal control over financial reporting (“ICFR”) and will be subject to the financial statement and ICFR audit (if applicable) of an independent registered public accounting firm. We are currently evaluating the impacts of the improvements to our disclosure.

 

In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the U.S. statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s condensed consolidated financial statements.

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 2 – Summary of Significant Accounting Policies – Continued

 

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”) a new accounting standard to improve the disclosures about an entity’s expenses and address requests from investors for more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. The Company is evaluating the disclosure requirements related to the new standard and its impact on our consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present and future condensed consolidated financial statements.

  

Note 3 – Inventories, Net

 

Inventories, Net

 

As of September 30, 2025 and December 31, 2024, inventories, net consist of the following:

 

		September 30, 2025				December 31, 2024
Raw materials		$	3,901,573			$	3,488,703
Work in process			836,163				912,397
Finished goods			1,749,754				1,527,975
Gross inventories			6,487,490				5,929,075
Less: Provision for obsolescence			(500,376	)			(453,218	)
Inventories, net		$	5,987,114			$	5,475,857

  

Note 4 – COVID Loans

 

The Company assumed the obligations for two COVID Loans originally made by the Small Business Administration to senseFly S.A. on July 27, 2020 (“senseFly COVID Loans”). As of senseFly Acquisition Date, the fair value of the COVID Loan was $1,440,046 (“senseFly COVID Loans”). For the three and nine months ended September 30, 2025, senseFly S.A. made the required payments on the senseFly COVID Loans, including principal and accrued interest, aggregating approximately $92,115 and $254,885 respectively. As of September 30, 2025, the Company’s outstanding obligations under the senseFly COVID Loans are $309,282.

 

As of September 30, 2025, scheduled principal payments due under the senseFly COVID Loans are as follows:

 

Year ending December 31,
2025 (remaining)		$	—
2026			103,098
2027			206,184
Total		$	309,282

  

Note 5 – Convertible Note

 

The Company had a Convertible Note outstanding with Alpha Capital Anstalt (“Alpha”) which was due January 8, 2025 (the “Note”) and was considered in default. The Note was a result of an exchange agreement executed on February 8, 2024 in which the parties agreed to exchange the then outstanding promissory note into a convertible note. The Note accrued interest at 12% per annum and would increase to the lesser of 18% or the maximum rate permitted under applicable law upon an Event of Default as defined under the Note. 

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 5 – Convertible Note – Continued

 

During the nine months ended September 30, 2025, the conversion price of the Note was reduced from $1.10 to $0.8294 pursuant to dilution protection provisions and due to the sale of Series F preferred stock and Series F warrants with a conversion price and exercise price of $0.8294 (see Note 8). The Company recognized a loss on debt extinguishment of $125,242 for the incremental value of the conversion feature due to the reduced conversion price. The incremental value was determined using a Black-Scholes pricing model pre and post modification and the following inputs: expected term 0.50 years, risk free rate of 4.27%, volatility of 203.53%, and dividend rate of 0.00%.

 

During the nine months ended September 30, 2024, the conversion price of the Note was reduced from $62.50 to $30.00 pursuant to dilution protection provisions and due to the reduction in warrant exercise prices to $30.00 to induce exercise (see Note 7). The Company recognized in interest expense the amount of $3,488,851 for the incremental value of the conversion feature due to the reduced conversion price. The incremental value was determined using a Black-Scholes pricing model pre and post modification and the following inputs: expected term 0.92 years, risk free rate of 4.83%, volatility of 89.60%, and dividend rate of 0.00%.

 

During the three months ended September 30, 2025, $8,612 accrued interest was converted into 10,383 shares of common stock at a conversion price of $.8294.  During the nine months ended September 30, 2025 and 2024, Alpha converted $1,425,606 and $100,000 of outstanding principal and accrued interest into 1,490,495 and 1,597 shares of Common Stock, respectively. 

 

As of September 30, 2025, the company no longer had outstanding principal and accrued interest on the Note. As of September 30,2025, and December 31, 2024, the outstanding principal and accrued interest were $1,333,333 and $47,123, respectively.

 

For the nine months ended September 30, 2025 and 2024, we recognized interest expense on the Note of $92,273 and $778,874, respectively.

 

Note 6 – Fair Value Measurements

 

We closed on an offering of units consisting of Common Stock, Series A and B warrants in October 2024 (the “October 2024 Offering). In connection with the October 2024 Offering, we sold units comprised of Common Stock, Series A warrants and a Series B warrants (collectively referred to as the “Warrants”) (see Note 8). The Warrants were deemed to be derivative liabilities, at issuance, due to variability in the ultimate settlement of the Warrants caused by various settlement provisions embedded within the Warrants. Liability classified warrants are reported at fair value upon issuance and subsequently at each reporting period. 

 

On April 2, 2025, the Company and the majority holder of the Series B warrants, executed an Amendment to the Series B Warrant to Purchase Common Stock and Exchange Agreement (the "Series B Amendment"). The Series B Amendment amended the contractual terms of the Series B warrants by removing Section 3.2 of the original warrant agreement in its entirety (the "Share Combination Event"). Pursuant to the Share Combination Event, if a share split, share dividend, share combination recapitalization or other similar transaction involving common stock occurred after the issuance date of the Series B warrants, the exercise price of the Series B warrants would be adjusted to the lowest volume weighted average price during the five days prior and after such a Share Combination Event if less than the exercise price in effect.  The Company reassessed the classification of the Series B warrants after the execution of the Series B Amendment and concluded that the Series B warrants were no longer precluded from being classified within stockholders' equity.  On April 2, 2025, we reclassified the fair value of the outstanding Series B warrants of $7,766,000 from warrant liability to additional paid-in capital. See Note 8 for further disclosures regarding the Series A and B warrants. 

 

The following tables present information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

 

		Fair Value Measurements at September 30, 2025
		Quoted Prices in				Other				Significant
		Active Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs
		(Level 1)				(Level 2)				(Level 3)				Total
Derivative liabilities -Series A warrants		$	—			$	—			$	123,000			$	123,000
Total		$	—			$	—			$	123,000			$	123,000

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 6 – Fair Value Measurements – Continued

 

		Fair Value Measurements at December 31, 2024
		Quoted Prices in				Other				Significant
		Active Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs
		(Level 1)				(Level 2)				(Level 3)				Total
Derivative liabilities -Series A and B warrants		$	—			$	—			$	16,400,000			$	16,400,000
Total		$	—			$	—			$	16,400,000			$	16,400,000

 

The fair value of the warrants was determined by using a Black-Scholes pricing model and the following assumptions:

 

		September 30, 2025				December 31, 2024
Exercise price		$	—			$	1.9445
Stock price		$	2.01			$	3.47
Expected term			4.00				4.75
Volatility			137.15	%			133.00	%
Risk-free rate			3.74	%			4.28	%
Dividend yield			0.00	%			0.00	%
Probability of capital raise below exercise price			0.00	%			100	%

 

As of September 30, 2025 and December 31, 2024, the Company measured the Warrants using significant unobservable inputs that are based on little or no verifiable market data, which is Level 3 in the fair value hierarchy, resulting in a fair value estimate of $123,000 and $16,400,000, respectively. Inherent in option pricing models are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The Company estimates the volatility of its Common Stock based on historical volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.  As of December 31, 2024, the probability of a capital raise below the Warrants’ current exercise price was a significant unobservable input based on management’s estimate factoring in the Company’s capital needs and the Company’s stock price, which is volatile. As of September 30, 2025, this estimate was no longer relevant as the Series A warrants include an alternate cashless exercise which allows the holder to exercise the warrant for no consideration and receive two shares of common stock. This settlement provision was given a 100% probability in the Black-Scholes computation as it is the most economically beneficial settlement scenario to the holder.  

 

During the nine months ended September 30, 2025, we recognized a gain on the change in the fair value of the warrant liabilities of $8,511,000. A reconciliation of the warrant liabilities is below:

 

		Amount
Balance as of December 31, 2024		$	16,400,000
Amended Series B warrants reclassified to stockholders' equity			(7,766,000	)
Change in fair value of warrant liabilities			(8,511,000	)
Balance as of September 30, 2025		$	123,000

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

  

Note 7 – Stockholders’ Equity (Deficit)

 

Preferred Series F Convertible Stock

 

Purchase History

 

On June 26, 2022, the Company entered into a Securities Purchase Agreement (the “Series F Agreement”) with Alpha. Pursuant to the terms of the Series F Agreement, the Board of Directors of the Company (the “Board”) designated a new series of Preferred Stock, the Series F 5% Preferred Convertible Stock (“Series F”), and authorized the sale and issuance of up to 35,000 shares of Series F with a stated value of $1,000 per share. Pursuant to the Series F Agreement, sales of Series F are accompanied by warrants equal to the number of issuable shares upon conversion of the Series F to Common Stock (the “Series F Warrants”).

 

Additional Investment Right

 

The Series F Agreement provides Alpha the right to purchase up to an additional $25,000,000 stated value of Series F, after their initial 10,000 Series F purchased on June 26, 2022, and accompanying warrants (the “Additional Investment Right” or “AIR”). Under the AIR, the Series F and Series F warrants are initially convertible and exercisable at a conversion and exercise price equal to the volume-weighted average price of the Company’s Common Stock for three trading days prior to the date Alpha gives notice to the Company that it will exercise its AIR. Under the terms of the AIR, conversion and exercise prices are subject to downward adjustment for any equity instrument or equity-linked instrument sold or granted at an effective price per share that is lower than the initial conversion and exercise price (“Down Round Provision”). See Note 8 for warrant related disclosures.

 

On February 7, 2025, Alpha and the Company executed a funding agreement in which Alpha agreed to exercise its AIR quarterly to provide financing to the Company for the next twelve months, with such amounts and timing of funding to be agreed to by the parties.

 

As consideration for Alpha’s commitment to additionally fund, the Company agreed to (i) extend the period in which Alpha can exercise its AIR by extending the termination date of December 31, 2025 to June 1, 2026 and (ii) granting Alpha certain registration rights related to the Series F Alpha currently holds and will receive upon further exercises of its AIR. The Company filed the required registration statement to register 6,500,000 shares of Common Stock which became effective by the Securities and Exchange Commission on April 25, 2025.

 

During the nine months ended September 30, 2025, we issued the following Series F pursuant to the exercise of the AIR by Alpha:

 

	●	On February 7, 2025, we issued 1,000 Series F to Alpha upon the exercise of their AIR and received $1,000,000 of gross proceeds. The Series F are initially convertible into 450,390 shares of Common Stock at an initial conversion price of $2.2203 and Series F Warrants to purchase up to 450,390 shares of Common Stock at an initial exercise price of $2.2203. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.
	●	On March 17, 2025, we issued 500 Series F to Alpha upon the exercise of their AIR and received $500,000 of gross proceeds. The Series F are initially convertible into 415,420 shares of Common Stock at an initial conversion price of $1.2036 and Series F Warrants to purchase up to 415,420 shares of Common Stock at an initial exercise price of $1.2036. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “March 2025 Down Round Trigger”), including the Series F and Series F Warrants issued on February 7, 2025. See Down Round Triggers and Deemed Dividends in Note 7 below.
	●	On May 5, 2025, we issued 500 Series F to Alpha upon the exercise of their AIR and received $500,000 of gross proceeds. The Series F are initially convertible into 602,846 shares of Common Stock at an initial conversion price of $0.8294 and Series F Warrants to purchase up to 602,846 shares of Common Stock at an initial exercise price of $0.8294. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series B and F Warrants being triggered (the “May 2025 Down Round Trigger”). See Down Round Triggers and Deemed Dividends in Note 7 below.

 

●

On June 6, 2025, we issued 500 Series F to Alpha upon the exercise of their AIR and received $500,000 of gross proceeds. The Series F are initially convertible into an aggregate of 418,831 shares of Common Stock at an initial conversion price of $1.1938 and Series F Warrants to purchase up to 418,831 shares of Common Stock at an initial exercise price of $1.1938. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

●

On June 9, 2025, we issued 1,000 Series F to Alpha upon the exercise of their AIR and received $1,000,000 of gross proceeds. The Series F are initially convertible into an aggregate of 838,364 shares of Common Stock at an initial conversion price of $1.1928 and Series F Warrants to purchase up to 838,364 shares of Common Stock at an initial price of $1.1928. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

●

On June 17, 2025, we issued 1,000 Series F to Alpha upon the exercise of their AIR and received $1,000,000 of gross proceeds. The Series F are initially convertible into an aggregate of 797,067 shares of Common Stock at an initial conversion price of $1.2546 and Series F Warrants to purchase up to 797,067 shares of Common Stock at an initial price of $1.2546. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

●

On July 11, 2025, we issued 800 Series F to Alpha upon the exercise of their AIR and received $800,000 of gross proceeds. The Series F are initially convertible into an aggregate of 671,818 shares of Common Stock at an initial conversion price of $1.1908 and Series F Warrants to purchase up to 671,818 shares of Common Stock at an initial price of $1.1908. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and F Warrants being triggered (the “July 2025 Down Round Trigger”), specifically the issuances on June 6, 9, and 17, which reduced the conversion and exercise prices on all of these issuances down to $1.1908. See Down Round Triggers and Deemed Dividends in Note 7 below.

 

●

On July 18, 2025, we issued 1,000 Series F to Alpha upon the exercise of their AIR and received $1,000,000 of gross proceeds. The Series F are initially convertible into an aggregate of 714,286 shares of Common Stock at an initial conversion price of $1.400 and Series F Warrants to purchase up to 714,286 shares of Common Stock at an initial price of $1.400. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

●

On July 21, 2025, we issued 500 Series F to Alpha upon the exercise of their AIR and received $500,000 of gross proceeds. The Series F are initially convertible into an aggregate of 357,143 shares of Common Stock at an initial conversion price of $1.400 and Series F Warrants to purchase up to 357,143 shares of Common Stock at an initial price of $1.400. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

●

On July 24, 2025, we issued 1,000 Series F to Alpha upon the exercise of their AIR and received $1,000,000 of gross proceeds. The Series F are initially convertible into an aggregate of 456,621 shares of Common Stock at an initial conversion price of $2.19 and Series F Warrants to purchase up to 456,621 shares of Common Stock at an initial price of $2.19. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

●

On August 22, 2025, we issued 500 Series F to Alpha upon the exercise of their AIR and received $500,000 of gross proceeds. The Series F are initially convertible into an aggregate of 275,497 shares of Common Stock at an initial conversion price of $1.8149 and Series F Warrants to purchase up to 275,497 shares of Common Stock at an initial price of $1.8149. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.  This issuance resulted in down round provisions embedded within previously issued Series F and F Warrants being triggered (the “August 2025 Down Round Trigger”), specifically the issuances on July 24, 2025 which reduced the conversion and exercise prices on these issuances down to $1.8149 from $2.19. See Down Round Triggers and Deemed Dividends in Note 7 below.

 

●

On September 19, 2025, we issued 500 Series F to Alpha upon the exercise of their AIR and received $500,000 of gross proceeds. The Series F are initially convertible into an aggregate of 272,599 shares of Common Stock at an initial conversion price of $1.8342 and Series F Warrants to purchase up to 272,599 shares of Common Stock at an initial price of $1.8342. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 7 – Stockholders’ Equity (Deficit) – Continued

 

During the nine months ended September 30, 2024, we issued the following Series F pursuant to the exercise of the AIR by Alpha:

 

●  On March 6, 2024, we issued 1,000 Series F to Alpha or assignees of Alpha upon the exercise of their AIR and received $950,000 of net proceeds after deducting equity issuance costs for legal fees of $50,000. The Series F were initially convertible into 16,588 shares of Common Stock at an initial conversion price of $60.29 and warrants to purchase up to 16,588 shares of Common Stock at an initial exercise price of $60.29 and exercisable immediately for a period of three years.

 

●  On April 12, 2024, we issued 1,050 Series F to Alpha or assignees of Alpha upon the exercise of their AIR and received $1,050,000 of net proceeds. The Series F were initially convertible into 28,378 shares of Common Stock at an initial conversion price of $37.00 and warrants to purchase up to 28,378 shares of Common Stock at an initial exercise price of $37.00 and exercisable immediately for a period of three years.

 

●  On May 31, 2024, we issued 1,050 Series F to Alpha or assignees of Alpha upon the exercise of their AIR and received $1,050,000 of net proceeds. The Series F were initially convertible into 32,659 shares of Common Stock at an initial conversion price of $32.15 and warrants to purchase up to 32,659 shares of Common Stock at an initial exercise price of $32.15 and exercisable immediately for a period of three years.

 

●  On July 25, 2024, we issued 500 Series F to Alpha or assignees of Alpha upon the exercise of their AIR and received $500,000 of net proceeds. The Series F were initially convertible into 21,598 shares of Common Stock at an initial conversion price of $23.15 and warrants to purchase up to 21,598 shares of Common Stock at an initial exercise price of $23.15 and exercisable immediately for a period of three years.

 

●  On August 26, 2024, we issued 500 Series F to Alpha or assignees of Alpha upon the exercise of their AIR and received $500,000 of net proceeds. The Series F were initially convertible into 24,765 shares of Common Stock at an initial conversion price of $20.19 and warrants to purchase up to 24,765 shares of Common Stock at an initial exercise price of $20.19 and exercisable immediately for a period of three years.

 

     As of December 31, 2024, the conversion and exercise prices on the above issuances were reduced to $1.10 in connection with the October 2024 Offering. The May 2025 Down Round Trigger further reduced the conversion and exercise price on all outstanding Series F and Series F warrants from the issuances above from $1.10 to $0.8294.

 

Since the execution of the Series F Agreement, the Company has sold and issued Series F and Series F Warrants to Alpha or investors that Alpha has assigned the AIR for cash proceeds through the exercise of the AIR.

 

A summary of the Series F activity for the nine months ended September 30, 2025, is as follows:

 

														Original				Shares												Shares				Conversion				Shares
		Shares				Gross				Net				Conversion				Outstanding				Series F				Series F				Outstanding				Price at				Issuable at
Date of Purchase		Purchased				Proceeds				Proceeds				Price				December 31, 2024				Issued				Converted				September 30, 2025				September 30, 2025				September 30, 2025
November 15, 2023			1,850			$	1,850,000			$	1,850,000			$	124.7000				150				—				—				150			$	0.8294	(ii)			180,854
March 6, 2024			1,000				1,000,000				950,000				60.2900				435				—				(335	)			100				0.8294	(ii)			120,569
April 12, 2024			1,050				1,050,000				1,050,000				37.0000				1,050				—				(1,050	)			—				0.8294				—
May 31, 2024			1,050				1,050,000				1,025,000				32.1500				1,050				—				(525	)			525				0.8294	(ii)			632,988
July 25, 2024			500				500,000				500,000				23.1500				500				—				(500	)			—				0.8294				—
August 27, 2024			500				500,000				500,000				20.1900				500				—				(500	)			—				0.8294				—
October 1, 2024 (i)			1,500				—				—				12.0000				1,500				—				(1,500	)			—				0.8294				—
December 18, 2024			750				750,000				750,000				5.2500				750				—				(750	)			—				0.8294				—
February 7, 2025			1,000				1,000,000				1,000,000				2.2203				—				1,000				(1,000	)			—				0.8294				—
March 17, 2025			500				500,000				500,000				1.2036				—				500				(500	)			—				0.8294				—
May 5, 2025			500				500,000				500,000				0.8294				—				500				(500	)			—				0.8294				—
June 6, 2025			500				500,000				500,000				1.1938				—				500				(500	)			—				1.1938				—
June 9, 2025			1,000				1,000,000				1,000,000				1.1928				—				1,000				(1,000	)			—				1.1928				—
June 17, 2025			1,000				1,000,000				1,000,000				1.2546				—				1,000				(1,000	)			—				1.2546				—
July 11, 2025			800				800,000				800,000				1.1908				—				800				(800	)			—				1.1908	(iii)			—
July 18, 2025			1,000				1,000,000				1,000,000				1.4000				—				1,000				(578	)			422				1.4000				301,428
July 21, 2025			500				500,000				500,000				1.4000				—				500				—				500				1.4000				357,143
July 24, 2025			1,000				1,000,000				1,000,000				2.1900				—				1,000				—				1,000				1.8149				550,995
August 22, 2025			500				500,000				500,000				1.8149				—				500				(500	)			—				1.8149	(iv)			—
September 19, 2025			500				500,000				500,000				1.8342				—				500				(500	)			—				1.8342				—
Total September 30, 2025			17,000			$	15,500,000			$	15,425,000			$	—				5,935				8,800				(12,038	)			2,697			$	—				2,143,977
(i) - These shares were issued as consideration for executing the Omnibus Agreement in connection with the October 2024 Offering.
(ii) - Reflects the conversion price after the May 2025 Down Round Trigger that was triggered with the Sale of Series F and Series F warrants on May 5, 2025.
(iii) - Reflects the conversion price after the July 2025 Down Round Trigger that was triggered with the Sale of Series F and Series F warrants on July 11, 2025.
(iv) - Reflects the conversion price after the August 2025 Down Round Trigger that was triggered with the Sale of Series F and Series F warrants on August 22, 2025.

 

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 7 – Stockholders’ Equity (Deficit) – Continued

 

A summary of the Series F activity for the nine months ended September 30, 2024, is as follows:

 

														Original				Shares												Shares				Conversion				Shares
		Shares				Gross				Net				Conversion				Outstanding				Series F				Series F				Outstanding				Price at				Issuable at
Date of Purchase		Purchased				Proceeds				Proceeds				Price				December 31, 2023				Issued				Converted				September 30, 2024				September 30, 2024				September 30, 2024
June 26, 2022			10,000			$	10,000,000			$	9,920,000			$	620.0000				2,925								(2,925	)			—			$	20.1900	(i)			—
March 10, 2023			3,000				3,000,000				3,000,000				420.0000				3,000								(3,000	)			—				20.1900	(i)			—
November 15, 2023			1,850				1,850,000				1,850,000				124.7000				150								—				150				20.1900	(i)			7,429
March 6, 2024			1,000				1,000,000				950,000				60.2900				—				1,000				(550	)			450				20.1900	(i)			22,288
April 12, 2024			1,050				1,050,000				1,050,000				37.0000				—				1,050				—				1,050				20.1900	(i)			52,006
May 31, 2024			1,050				1,050,000				1,025,000				32.1500				—				1,050				—				1,050				20.1900	(i)			52,006
July 25, 2024			500				500,000				500,000				23.1500				—				500								500				20.1900	(i)			24,765
August 26, 2024			500				500,000				500,000				20.1900				—				500								500				20.1900				24,765
Total September 30, 2024			18,950			$	18,950,000			$	18,795,000			$	—				6,075				4,100				(6,475	)			3,700			$	—				183,259
(i) - Reflects the conversion price after the August 2024 Down Round Trigger that was triggered with the Sale of Series F and Series F warrants on August 27, 2024.

 

During the three months ended September 30, 2025 and 2024, the dividends accrued for the Series F were $36,111 and $47,879, respectively. During the nine months ended September 30, 2025 and 2024, the dividends accrued for series F were $155,800 and  $158,862. As of September 30, 2025 and December 31, 2024, accrued dividends on the Series F total $902,466 and $746,666 which are included in accrued expenses on the unaudited consolidated balance sheets, at the rate per share (as a percentage of the $1,000 stated par value per share of Series F) of 5% per annum, beginning on the purchase date.

 

Common Stock Issuances

 

Conversions

 

During the three months ended September 30, 2025 and 2024, a total of 10,383 and 0 shares of Common Stock were issued for the conversion of $8,612 and $0 of outstanding accrued interest on a convertible note at an average conversion rate of $0.8294 and $0, respectively. During the nine months ended September 30, 2025 and 2024, a total of 1,490,495 and 1,597 shares of Common Stock were issued for the conversion of $1,425,606 and $100,000 of outstanding principal and accrued interest on a convertible note at an average conversion rate of $0.9573 and $62.6235, respectively (see Note 5).

 

During the three months ended September 30, 2025 and 2024, a total of 4,278 and 1,595 Series F were converted into a total of 3,228,799 and 69,635 shares of Common Stock, respectively.  During the nine months ended September 30, 2025 and 2024, a total of 12,038 and 6,475 Series F were converted into a total of 11,501,461 and 187,009 shares of Common Stock, respectively.

 

 

Warrant Exercises

 

During the three months ended September 30, 2025, we issued 7,868,924 shares of Common Stock for the exercise of Series B warrants with an exercise price of $0.8294 and received aggregate cash proceeds of $6,526,485 During the nine months ended September 30, 2025, we issued 10,089,612 shares of Common Stock for the exercise of Series B warrants with exercise prices ranging from  $0.8294 to $1.10 and received aggregate cash proceeds of  $8,317,002.  In connection with one of the Series B exercises, the Company agreed to credit $350,000 of the aggregate exercise price pursuant to a settlement reached with the Series B warrant holder over a dispute. 

 

During the three and nine months ended September 30, 2025, we issued 3,622,918 shares of common stock for the exercise of Series F warrants with exercise prices ranging from $0.8294 to $1.4000 and received aggregate cash proceeds of $3,804,318. Further, during the three and nine months ended September 30, 2025 we issued 60,000 shares of common stock for the cashless exercise of 142,857 Series F warrants with an exercise price of $0.8294.

 

During the three and nine months ended September 30, 2025, we issued 63,017 shares of common stock for the alternate cashless exercise of Series A warrants with an exercise price of $1.9445. 

 

During the three and nine months ended September 30, 2024, we issued 16,590 shares of common stock for the exercise of Series F warrants with an exercise price of $30.00 and received cash proceeds of $497,701.

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 7 – Stockholders’ Equity (Deficit) – Continued

 

Warrant Exchange 

 

On April 2, 2025, the Company and the majority holder of the Series B warrants executed an Amendment to the Series B Warrant to Purchase Common Stock and Exchange Agreement (the "Series B Amendment"). The Series B Amendment amended the contractual terms of the Series B warrants as disclosed in Note 6.  As consideration for the holder amending the contractual terms of the Series B warrants, we issued to the holder 88,908 shares of Common Stock for no consideration in exchange for 125,362 Series F warrants with a weighted average exercise price of $1.10 (see Note 8). We have included the fair value of these shares issued of $108,468, based on the market price of our stock on the date of the exchange, within stockholders' equity as a deemed dividend. 

 

Restricted Common Stock

 

               During the three months ended September 30, 2025 and 2024, we issued 78,000 and 0 shares of fully vested restricted Common Stock to certain employees and service providers. During the nine months ended September 30, 2025 and 2024, we issued 156,615 and 687 shares of fully vested restricted Common Stock to certain employees and service providers, respectively.  

 

Down Round Triggers and Deemed Dividends

 

Below is a summary of the deemed dividends resulting from the March 2025, May 2025, July 2025 and August 2025 Down Round Triggers that reduced the conversion and exercise price of outstanding Series F Preferred Stock, Series F Warrants and Series B Warrants during the nine months ended September 30, 2025:

 

Deemed Dividends on Series F Preferred Stock
		Description of		Series F				Conversion Prices				Conversion Price				Incremental Value
Date of Trigger Event		Trigger Event		Triggered				Prior to Trigger				After Trigger				Deemed Dividend
March 17, 2025		March 2025 Down Round Trigger			5,025			$	2.22 - 5.25			$	1.2000			$	976,637
May 5, 2025		May 2025 Down Round Trigger			1,045,402			$	1.10			$	0.8294				1,105,871
July 11, 2025		July 2025 Down Round Trigger			1,551,243			$	1.19 - 1.25			$	1.1908				55,202
August 22, 2025		August 2025 Down Round Trigger			456,621			$	2.19			$	1.8149				130,710
		Deemed Dividends on Series F Preferred Stock														$	2,268,420
Deemed Dividends on Series F Warrants
March 17, 2025		March 2025 Down Round Trigger			593,247			$	2.22 - 5.25			$	1.2000			$	79,695
May 5, 2025		May 2025 Down Round Trigger			593,247			$	1.10			$	0.8294				36,504
July 11, 2025		July 2025 Down Round Trigger			2,054,762			$	1.19 - 1.26			$	1.1908				6,555
August 22, 2025		August 2025 Down Round Trigger			456,621			$	2.19			$	1.8149				16,059
		Deemed Dividends on Series F Warrants														$	138,813
Deemed Dividends on Series B Warrants (see Note 8)
May 5, 2025		May 2025 Down Round Trigger			6,777,101			$	1.9445			$	0.8294				2,426,968
		Deemed Dividends on Series B Warrants														$	2,426,968
		Warrant Modification (i)														$	108,468
		Total Deemed Dividends Series F PS, Series B and F Warrants														$	4,942,669
(i) Reflects the fair value of 88,908 shares of common stock issued for no consideration in exchange for 125,362 Series F warrants in connection with the Series B Amendment (see Note 6).

 

Below is a summary of the deemed dividends resulting from the March and August 2024 Down Round Trigger that reduced the conversion and exercise price of outstanding Series F Preferred Stock and Series F Warrants during the nine months ended September 30, 2024:

 

Deemed Dividends on Series F Preferred Stock
	Description of	Series F		Conversion Prices		Conversion Price		Incremental Value
Date of Trigger Event	Trigger Event	Triggered		Prior to Trigger		After Trigger		Deemed Dividend
March 6, 2024	March 2024 Down Round Trigger		3,945	$	60.29 - 124.50	$	30.00	$	5,102,674
August 27, 2024	August 2024 Down Round Trigger		143,803	$	23.15 - 37.00	$	20.19	$	1,233,686
	Deemed Dividends on Series F Warrants							$	6,336,360
Deemed Dividends on Series F Warrants
March 6, 2024	March 2024 Down Round Trigger		54,695	$	60.29 - 124.50	$	30.00	$	147,030
August 27, 2024	August 2024 Down Round Trigger		137,334	$	23.15 - 37.00	$	20.19		216,546
	Deemed Dividends on Series F Warrants							$	363,576
	Total Deemed Dividends Series F PS and Series F Warrants							$	6,699,936
	Warrant Modification (ii)							$	7,751
	Total Deemed Dividends							$	6,707,687
(ii) On May 31, 2024, the Company agreed to reduce the exercise price of a warrant held by Alpha originally issued in June 2023 from $380.00 to $30.00. As result, the Company recorded a deemed dividend of $7,751 for the incremental value due to the modification

 

 

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 7 – Stockholders’ Equity (Deficit) – Continued

 

Deemed dividends are reflected as an increase to additional paid in capital and an increase to accumulated deficit and as an increase to total net loss or decrease to total net income attributable to Common Stockholders in computing earnings per share on the condensed consolidated statements of operations and comprehensive income (loss).

 

Stock-based Compensation

 

The Company determines the fair value of awards granted under the 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). 

 

Restricted Stock Units (“RSUs”)

 

For the nine months ended September 30, 2025, a summary of RSU activity is as follows:

 

						Weighted Average
						Grant Date
		Shares				Fair Value
Outstanding as of December 31, 2024			7,293			$	324.64
Granted			258,730				1.40
Cancelled			(1,158	)			284.01
Vested			(147,825	)			3.28
Outstanding as of September 30, 2025			117,040				16.40
Vested as of September 30, 2025			10,243				166.50
Unvested as of September 30, 2025			106,797			$	2.01

 

For the nine months ended September 30, 2025, the aggregate fair value of RSU awards at the time of grant was $362,945 based on the market price of our Common Stock on the date of grant.

 

For the three and nine months ended September 30, 2025, the Company recognized $149,979 and $311,690 of stock-based compensation expense and had approximately $87,000 of unrecognized stock-based compensation expense related to RSUs, which will be amortized over approximately twelve months. As of September 30, 2025, 210 fully vested restricted Common Stock shares have not been issued and released. 

 

For the nine months ended September 30, 2024, a summary of RSU activity is as follows:

 

						Weighted Average
						Grant Date
		Shares				Fair Value
Outstanding as of December 31, 2023			3,054			$	901.50
Granted			7,981				16.50
Cancelled			(43	)			504.50
Vested and released			(687	)			753.00
Outstanding as of September 30, 2024			10,306				233.00
Vested as of September 30, 2024			2,981				820.00
Unvested as of September 30, 2024			7,325			$	25.50

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 7 – Stockholders’ Equity (Deficit) – Continued

 

For the nine months ended September 30, 2024, the aggregate fair value of RSU awards at the time of vesting was $131,504.

 

         For the three and nine months ended September 30, 2024, the Company recognized $16,675 and $47,749 of stock compensation expense, respectively, and had approximately $104,809 of unrecognized stock-based compensation expense related to RSUs, which will be amortized over approximately twenty-one months.

 

Stock Options

 

For the nine months ended September 30, 2025 a summary of the options activity is as follows:

 

														Weighted Average
														Remaining				Aggregate
						Weighted Average				Weighted Average				Contractual Term				Intrinsic
		Shares				Exercise Price				Fair Value				(Years)				Value
Outstanding as of December 31, 2024			56			$	5,342			$	2,874				1.23			$	—
Granted			—				—				—				—				—
Exercised			—				—				—				—				—
Expired/Forfeited			(56	)			5,342				2,874				—				—
Outstanding as of September 30, 2025			—			$	—			$	—				—			$	—
Exercisable as of September 30, 2025			—			$	—			$	—				—			$	—

 

As of September 30, 2025, the Company had no unrecognized compensation cost related to stock options.

 

Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of September 30, 2025 (for outstanding options), less the applicable exercise price.

 

For the three and nine months ended September 30, 2025, there was no stock compensation expense related to the stock options.

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 7 – Stockholders’ Equity (Deficit) – Continued

 

For the nine months ended September 30, 2024, a summary of the options activity is as follows:

 

														Weighted Average
														Remaining				Aggregate
						Weighted Average				Weighted Average				Contractual Term				Intrinsic
		Shares				Exercise Price				Fair Value				(Years)				Value
Outstanding as of December 31, 2023			2,505			$	2,000			$	1,080.00				1.49			$	2,294
Granted			—				—				—				—				—
Exercised			—				—				—				—				—
Expired/Forfeited			(2,450	)			1,956				1,062				—				—
Outstanding as of September 30, 2024			55			$	5,298			$	2,851				1.78			$	—
Exercisable as of September 30, 2024			55			$	5,298			$	2,851				1.78			$	—

      

For the three and nine months ended September 30, 2024, the Company recognized $0 and $16,042, respectively, of stock compensation expense.

Note 8 – Warrants

 

Equity Classified Warrants

 

 

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 8 – Warrants – Continued

 

During the nine months ended September 30, 2025, we issued the following Series F Warrants in connection with the issuance of Series F Preferred Stock (see Note 7) pursuant to the exercise of the AIR by Alpha:

 

	●	On February 7, 2025, we issued Series F Warrants to purchase up to 450,390 shares of Common Stock at an initial exercise price of $2.2203. The Series F Warrants are immediately exercisable upon issuance and have a three-year term.
	●	On March 17, 2025, we issued Series F Warrants to purchase up to 415,420 shares of Common Stock at an initial exercise price of $1.2036. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “March 2025 Down Round Trigger”), including the Series F Warrants issued on February 7, 2025. See the deemed dividends resulting from the March 2025 Down Round Trigger above. See Down Round Triggers and Deemed Dividends in Note 7 above.
	●	On May 5, 2025, we issued Series F warrants to purchase up to 602,846 shares of Common Stock at an initial exercise price of $0.8294. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “May 2025 Down Round Trigger”). See Down Round Triggers and Deemed Dividends in Note 7 above.
	●	On June 6, 2025, we issued Series F warrants to purchase up to 418,831 shares of Common Stock at an initial conversion price of $1.1938. The Series F warrants are immediately exercisable upon issuance and have a three-year term.
	●	On June 9, 2025, we issued Series F warrants to purchase up to 838,364 shares of Common Stock at an initial conversion price of $1.1928. The Series F warrants are immediately exercisable upon issuance and have a three-year term.
	●	On June 17, 2025, we issued Series F warrants to purchase up to 797,067 shares of Common Stock at an initial conversion price of $1.2546. The Series F warrants are immediately exercisable upon issuance and have a three-year term.

	●	On July 11, 2025, we issued Series F warrants to purchase up to 671,818 shares of Common Stock at an initial exercise price of $1.1908. The Series F Warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “July 2025 Down Round Trigger”), specifically impacting the issuances on June 6, 9, and 17, resulting in these exercise prices of $1.1938, $1.1928, and $1.2546, respectively, being reduced to $1.1908. See summary of Down Round Triggers and Deemed Dividends in Note 7 above.
	●	On July 18 and 21, 2025, we issued Series F warrants to purchase up to 714,286 and 357,143, respectively, shares of Common Stock at an initial conversion price of $1.4000 The warrants are immediately exercisable upon issuance and have a three-year term.
	●	On July 24, 2025, we issued Series F warrants to purchase up to 456,621 shares of Common Stock at an initial conversion price of $2.1900. The warrants are immediately exercisable upon issuance and have a three-year term.
	●	On August 22, 2025, we issued Series F warrants to purchase 275,497 shares of Common Stock at an initial conversion price of $1.8149. The warrants are immediately exercisable upon issuance and have a three-year term. This issuance resulted in down round provisions embedded within previously issued Series F and Series F Warrants being triggered (the “August 2025 Down Round Trigger”), specifically impacting the issuance on July 24, 2025, resulting in the exercise price of $2.1900 being reduced to $1.8149. See summary of Down Round Triggers and Deemed Dividends in Note 7 above.
	●	On September 19, 2025, we issued Series F warrants to purchase 272,598 shares of Common Stock at an initial conversion price of $1.8342. The warrants are immediately exercisable upon issuance and have a three-year term.

---

 

A summary of activity related to warrants, classified within stockholders’ equity (deficit) for the periods presented is as follows:

 

										Weighted Average
						Weighted Average				Remaining
		Shares				Exercise Price				Contractual Term
Outstanding as of December 31, 2024			317,664			$	4.9600				2.60
Series F Issued – February 7, 2025			450,390				0.8294	*			—
Series F Issued – March 17, 2025			415,420				0.8294	*			—
Series F Issued - May 5, 2025			602,846				0.8294				—
Series F Issued - June 2025			2,054,262				1.2169	**			—
Series F Issued - July 11, 2025			671,818				1.1908				—
Series F Issued - July 18, 2025			714,286				1.4000				—
Series F Issued - July 21, 2025			357,143				1.4000				—
Series F Issued - July 24, 2025			456,621				1.8149	***			—
Series F Issued - August 22, 2025			275,497				1.8149				—
Series F Issued - September 19, 2025			272,599				1.8342				—
Series F warrants exchanged for common stock - April			(125,362	)			1.1000				—
Series F warrants exchanged for common stock - July			(142,857	)			0.8294				—
Exercise of Series F Warrants			(3,622,918	)			1.0400				—
Reclassification of Series B Warrants			7,881,884				0.8294	*			—
Exercise of Series B Warrants			(7,868,924	)			0.8294	*			—
Outstanding as of September 30, 2025			2,710,369			$	1.7296	*			2.81
Exercisable as of September 30, 2025			2,710,369			$	1.7296	*			2.81

 

*	Reflects the exercise price after the May 2025 Down Round Trigger on May 5, 2025 as described above.
**	Reflects the exercise price after the July 2025 Down Round Trigger on July 11, 2025 as described above.
***	Reflects the exercise price after the August 2025 Down Round Trigger on August 22, 2025 as described above.

 

In connection with the execution of the Series B Amendment (see Note 6), the total Series B common stock warrants outstanding as of September 30, 2025, of 12,960 with an exercise price of $0.8294, are reflected as equity-classified warrants.

 

During the three and nine months ended September 30, 2025, 3,622,918 Series F warrants were exercised, and the Company issued 3,622,918 shares of common stock and received cash proceeds of $3,804,318. During the three months ended September 30, 2025, 7,868,924 Series B warrants were exercised and the Company issued 7,868,924 shares of common stock and received cash proceeds of $6,526,485.  During the nine months ended September 30, 2025, 10,089,612 Series B warrants were exercised and the Company issued 10,089,612 shares of common stock and received cash proceeds of $8,317,002. During the nine months ended September 30, 2025, the Company agreed to credit $350,000 of the aggregate exercise price, at the time of exercise, associated with 267,849 Series B warrants, pursuant to a settlement reached with the Series B warrant holder over a dispute.

 

As of September 30, 2025, the intrinsic value of the warrants was $1,365,692 based on the market price of our stock and the warrant exercise price.

 

Liability Classified Warrants

 

The Series A and B warrants issued in October 2024, pursuant to an offering, have the following contractual terms.

 

Each Series A Warrant and B Warrant was immediately exercisable on the date of issuance and expires five years from the closing date of the offering.

 

Under the alternate cashless exercise option of the Series A Warrants, a holder of the Series A Warrant, has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise of the Series A Warrant and (y) 2.0. In addition, the Series A Warrants and Series B Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price for the five trading days immediately preceding and immediately following the date the Company effects a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series A Warrants and Series B Warrants so that the aggregate exercise price remains constant in such an event (the “Share Combination Event”).  The Share Combination Event was eliminated from the contractual terms of the Series B Warrants with the execution of the Series B Amendment (see Note 6).  Finally, with certain exceptions, the Series B Warrants provide for a down round adjustment to the exercise price and number of shares underlying the Series B Warrants upon the Company’s issuance of its Common Stock or common stock equivalents at a price per share that is less than the exercise price of the Series B Warrant. The exercise price was adjusted down to $1.20 and further adjusted down to $0.8294 with the March 2025 Down Round Trigger and May 2025 Down Round Triggers, respectively, and an additional 2,582,234 and 3,057,622, respectively warrants were issued in connection with the reduction so that the aggregate exercise price remains unchanged.  During the nine months ended September 30, 2025, we recognized a deemed dividend of $4,942,669 which has been included on the statement of stockholders' equity as a reduction of accumulated deficit and as additional paid-in capital for the incremental value due to the May, July, and August 2025 Down Round Triggers. The March 2025 Down Round Trigger was included in the change in fair value of warrant liabilities as the Series B Warrants were liability classified until April 2, 2025 (see Note 6).

 

 

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 8 – Warrants – Continued

 

A summary of activity related to the Series A and B warrants, initially classified as liabilities, for the nine months ended September 30, 2025 is as follows:

 

										Weighted Average
						Weighted Average				Remaining
		Shares				Exercise Price				Contractual Term
Outstanding as of December 31, 2024			4,628,312			$	1.9445				4.75
Issued – March 2025 Down Round Trigger			2,582,234				1.2036				—
Issued – May 2025 Down Round Trigger			3,057,622				0.8294				—
Exercise of Series A Warrants			(63,017	)			1.9445				—
Exercise of Series B Warrants			(2,220,688	)			0.9639				—
Reclassification of Series B Warrants			(7,881,884	)			0.8294				—
Outstanding as of September 30, 2025			102,579			$	1.9445				4.00
Exercisable as of September 30, 2025			102,579			$	1.9445				4.00

  

The outstanding and exercisable Series A Warrants provide for an alternative cashless exercise which allows the holder to exercise the Series A Warrant for no consideration and receive two shares of common stock for each warrant exercised. 

Note 9 – Commitments and Contingencies

 

Legal Matters

 

We note that in the ordinary course of business that we may be the subject of, or party to, various pending or threatened legal actions which could result in a material adverse outcome for which the related damage may not be estimable. We do not believe any legal action would have a significant impact on the financials. However, there is inherent uncertainty regarding such matters.

 

Purchase Commitments

 

The Company routinely places orders for manufacturing services and materials. As of September 30, 2025, the Company had purchase commitments of $1,875,361.

  

Note 10 – Segment Information

 

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly provided to the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented by operating segment in making operating decisions, allocating resources, and evaluating financial performance.

 

During the nine months ended September 30, 2025, the Company conducted the business through two primary operating segments: Drones and Sensors. During the year ended December 31, 2024, our SaaS segment ceased operations and did not renew any of its software subscriptions. Transactions in this segment during 2025 will consist of run off related expenses until this segment is fully shut down. During the nine months ended September 30, 2025, we sold the Measure domain name and received approximately $250,000 in cash proceeds which has been reflected within other income on the unaudited condensed consolidated statements of operations as the domain name had a net book value of $0.

 

The accounting policies of the operating segments are the same as those described in Note 2. Non-allocated administrative and other expenses are reflected in Corporate. Corporate assets include cash, prepaid expenses, right-of-use asset and other assets.

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 10 – Segment Information – Continued

 

As of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024, operating information about the Company’s reportable segments consisted of the following:

 

Goodwill and Assets

 

		Corporate				Drones				Sensors				SaaS				Total
As of September 30, 2025
Goodwill		$	—			$	—			$	4,459,644			$	—			$	4,459,644
Assets		$	16,923,685			$	8,042,744			$	9,498,853			$	—			$	34,465,282
As of December 31, 2024
Goodwill		$	—			$	—			$	4,459,644			$	—			$	4,459,644
Assets		$	3,804,628			$	7,028,158			$	9,744,152			$	4,616			$	20,581,554

 

Net Income (Loss)

 

		Corporate				Drones				Sensors				SaaS				Total
Three Months Ended September 30, 2025
Revenues		$	—			$	1,057,717			$	912,492			$	—			$	1,970,209
Cost of sales			—				660,843				550,389				—				1,211,232
Compensation and related expenses			182,105				1,417,201				439,857				—				2,039,163
Professional fees			231,099				91,384				40,166				—				362,649
Other operating expenses			582,418				571,158				333,612				24,753				1,511,941
Income (loss) from operations		$	(995,622	)		$	(1,682,869	)		$	(451,532	)		$	(24,753	)		$	(3,154,776	)
Other income (expense), net			752,117				(212,504	)			—				—				539,613
Net income (loss)		$	(243,505	)		$	(1,895,373	)		$	(451,532	)		$	(24,753	)		$	(2,615,163	)
Three Months Ended September 30, 2024
Revenues		$	—			$	2,146,151			$	1,070,396			$	68,437			$	3,284,984
Cost of sales			—				968,869				627,279				54,569				1,650,717
Compensation and related expenses			215,676				1,300,355				372,987				100,579				1,989,597
Professional fees			85,168				75,339				13,647				13,647				187,801
Other operating expenses			380,409				525,491				242,698				169,431				1,318,029
Income (loss) from operations		$	(681,253	)		$	(723,903	)		$	(186,215	)		$	(269,789	)		$	(1,861,160	)
Other income (expense), net			(1,549,866	)			(48,728	)			—				—				(1,598,594	)
Net income (loss)		$	(2,231,119	)		$	(772,631	)		$	(186,215	)		$	(269,789	)		$	(3,459,754	)

 

		Corporate				Drones				Sensors				SaaS				Total
Nine Months Ended September 30, 2025
Revenues		$	—			$	6,028,625			$	3,788,555			$	—			$	9,817,180
Cost of sales			—				2,602,707				1,981,800				—				4,584,507
Compensation and related expenses			700,952				3,539,789				1,174,679				—				5,415,420
Professional fees			487,937				379,547				178,237				—				1,045,721
Other operating expenses			1,780,774				2,243,263				884,356				88,086				4,996,479
Income (loss) from operations		$	(2,969,663	)		$	(2,736,681	)		$	(430,517	)		$	(88,086	)		$	(6,224,947	)
Other income (expense), net			9,071,197				(154,056	)			472,306				—				9,389,447
Net income (loss)		$	6,101,534			$	(2,890,737	)		$	41,789			$	(88,086	)		$	3,164,500
Nine Months Ended September 30, 2024
Revenues		$	—			$	4,644,177			$	5,656,471			$	271,321			$	10,571,969
Cost of sales			—				2,343,923				2,855,984				228,798				5,428,705
Compensation and related expenses			697,451				4,038,815				890,090				316,449				5,942,805
Professional fees			416,062				383,420				92,214				180,635				1,072,331
Other operating expenses			1,447,334				2,067,068				843,486				565,755				4,923,643
Income (loss) from operations		$	(2,560,847	)		$	(4,189,049	)		$	974,697			$	(1,020,316	)		$	(6,795,515	)
Other income (expense), net			(5,859,141	)			(36,408	)			(13,985	)			—				(5,909,534	)
Net income (loss)		$	(8,419,988	)		$	(4,225,457	)		$	960,712			$	(1,020,316	)		$	(12,705,049	)

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

 

Note 10 – Segment Information – Continued

 

Revenues by Geographic Area

 

		Drones				Sensors				SaaS				Total
Three Months Ended September 30, 2025
North America		$	494,389			$	302,807			$	—			$	797,196
Latin America			220,466				—				—				220,466
Europe, Middle East and Africa			266,013				220,053				—				486,066
Asia Pacific			76,849				334,719				—				411,568
Other			—				54,913				—				54,913
		$	1,057,717			$	912,492			$	—			$	1,970,209

 

		Drones				Sensors				SaaS				Total
Three Months Ended September 30, 2024
North America		$	338,685			$	290,642			$	68,437			$	697,764
Latin America			131,117				40,912				—				172,029
Europe, Middle East and Africa			1,659,481				321,382				—				1,980,863
Asia Pacific			16,868				367,896				—				384,764
Other			—				49,564				—				49,564
		$	2,146,151			$	1,070,396			$	68,437			$	3,284,984

 

		Drones				Sensors				SaaS				Total
Nine Months Ended September 30, 2025
North America		$	1,005,792			$	1,168,085			$	—			$	2,173,877
Latin America			890,311				67,844				—				958,155
Europe, Middle East and Africa			3,989,986				1,651,887				—				5,641,873
Asia Pacific			142,536				745,596				—				888,132
Other			—				155,143				—				155,143
		$	6,028,625			$	3,788,555			$	—			$	9,817,180

 

		Drones				Sensors				SaaS				Total
Nine Months Ended September 30, 2024
North America		$	1,308,109			$	1,659,485			$	262,678			$	3,230,272
Latin America			753,187				223,983				5,185				982,355
Europe, Middle East and Africa			2,373,934				2,517,885				495				4,892,314
Asia Pacific			208,947				1,087,910				2,468				1,299,325
Other			—				167,208				495				167,703
		$	4,644,177			$	5,656,471			$	271,321			$	10,571,969

 

---

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

  

Note 11 – Subsequent Events

 

Management has evaluated subsequent events through the date that the Company’s unaudited condensed consolidated financial statements were issued. Based on this evaluation, the Company has determined that no additional subsequent events have occurred, other than those noted below, which require disclosure through the date that these unaudited condensed consolidated financial statements were issued.

 

On October 3, 2025, Alpha exercised its right under the Securities Purchase Agreement to purchase an additional 2,000 shares of Series F convertible into 967,165 shares of common stock, in the aggregate, at a conversion price of $2.0679 and warrants to purchase up to 967,165 shares of common stock at an exercise price of $2.0679 per share for an aggregate purchase price of $2,00,000.

 

On October 6, 2025, Alpha exercised its right under the Securities Purchase Agreement to purchase an additional 1,000 shares of Series F convertible into 426,857 shares of common stock, in the aggregate, at a conversion price of $2.3427 and warrants to purchase up to 426,857 shares of common stock at an exercise price of $2.3427 per share for an aggregate purchase price of $1,000,000.

 

On November 5, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (the “Series G Certificate of Designation”) with the Secretary of State of the State of Nevada in connection with the Purchase Agreement. Pursuant to the Series G Certificate of Designation, subject to the rights of holders of preferred stock of senior rank to the Series G Preferred Stock, holders of Series G Preferred Stock are entitled to receive dividends when and as declared by the board of directors of the Company. Except as otherwise required by law, the Series G Preferred Stock does not have voting rights. Following its issuance, the Series G Preferred Stock with a stated value of $1,000 is immediately convertible into shares of the Company’s Common Stock at an initial conversion price equal 25% of the minimum price (as defined in section 713(c) of the NYSE American LLC Company Guide) on the trading day immediately preceding the subscription date (the "Conversion Price"). The Conversion Price is subject to adjustment for additional preferred share issuances at the lesser of (i) the Conversion Price and (ii) the initial Conversion Price on the additional preferred shares. However, the Conversion Price shall not be less than $1.00.

 

On November 5, 2025, we executed a Securities Purchase Agreement (the “Purchase Agreement”) with Alpha and another investor (the “Buyers”), pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to issue and sell to the Buyers an aggregate of up to 100,000 shares of the Company’s Series G Convertible Preferred Stock, $0.001 par value per share (the “Series G Preferred Stock”). Subject to the terms and conditions of the Certificate of Designation, the Series G Preferred Stock is convertible immediately upon issuance, at the Conversion Price defined above.  On November 5, 2025, (the “Initial Closing Date”), the Company agreed to sell, and the Buyers, severally and not jointly, agreed to purchase an aggregate of 12,000 shares of Series G Preferred Stock for gross proceeds of $12,000,000. Following the approval by the Company’s stockholders with respect to the transactions contemplated by the Purchase Agreement and the Certificate of Designation, including the issuance of all of the shares of the Company’s common stock, par value $0.001 per share, issuable upon conversion of the shares of the Series G Preferred Stock in accordance with the terms of the Purchase Agreement in excess of 19.99% of the issued and outstanding Common Stock on the Initial Closing Date, the Buyers may, subject to the terms and conditions of the Purchase Agreement, purchase up to a total aggregate of 88,000 shares of Series G Preferred Stock in addition to the 12,000 shares purchased on the Initial Closing Date.

 

On November 10, the Company executed the Security Purchase Agreement, receiving net cash proceeds of approximately $11,500,000 after the equity issuance cost of approximately $500,000. The company issued 12,000 shares of Series G Preferred Stock to the Buyers.

 

Subsequent to September 30, 2025, through the date of this filing, the Company has issued a total of 1,117,574 shares of Common Stock for the conversion of 2,185 shares of Series F Preferred Stock with a stated value of $1,000 per share at a conversion price of $1.23 and $2.0679, also, the Company has issued a total of 1,920,324 shares of Common Stock for the conversion of 2,362 shares of Series G Preferred Stock at a conversion price of $1.23.

 

Subsequent to September 30, 2025, through the date of this filing, the Company has issued a total of 300,000 shares of Common Stock for the conversion of warrants related to Series F Preferred Stock with an exercise price of $1.400 and received cash proceeds of $420,000.

 

 

---

  

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included in Item 8 of this Form 10-K. This discussion contains forward-looking statements. Please see the explanatory note concerning “Forward-Looking Statements” in Part I of the Annual Report on Form 10-K and Item 1A. Risk Factors for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating results for the periods presented were not materially affected by inflation.

 

Overview

 

AgEagle™ Aerial Systems Inc. (“AgEagle” or the “Company”, “we”, “our” or “us”), through its wholly owned subsidiaries, is actively engaged in designing and delivering best-in-class drones and sensors that solve important problems for our customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced, autonomous uncrewed aerial systems (“UAS”) which drive revenue at the intersection of flight hardware, sensors and software for industries that include military/defense, public safety, surveying/mapping, agriculture, and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, including earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (“BVLOS”) and/or Operations Over People (“OOP”) in the United States, Canada, Brazil and the European Union and being awarded Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense ("DoD").

 

AgEagle’s shift and expansion from solely manufacturing fixed-wing farm drones in 2018, to offering what the Company believes is one of the industry’s best fixed-wing, full-stack drone solutions, culminated in 2021 when the Company acquired three market-leading companies engaged in producing UAS airframes, sensors and software for commercial and government use. In addition to a robust portfolio of proprietary, connected hardware and software products, an established global network of over 200 UAS resellers, and enterprise customers worldwide, these acquisitions also brought AgEagle a highly valuable workforce comprised largely of experienced engineers and technologists with deep expertise in the fields of robotics, automation, manufacturing and data science. In 2022, the Company successfully integrated all three acquired companies with AgEagle to form one global company focused on taking autonomous flight performance to a higher level.

 

Our core technological capabilities include robotics and robotics systems autonomy; advanced thermal and multispectral sensor design and development; embedded software and firmware; lightweight airframes; small UAS (“UAS”) design, integration and operations; power electronics, controls and systems integration; fixed wing flight; flight management software; data capture and analytics; human-machine interface development and integrated mission solutions.

 

The Company is currently headquartered in Wichita, Kansas, where we house our sensor manufacturing operations, and we manufacture drones in Lausanne, Switzerland. We also operate a distribution and service center for our drone products in Raleigh, North Carolina. which supports our international business activities.

 

We intend to grow our business and preserve our leadership position by developing new drones, sensors and software and capturing a significant share of the global drone market. In addition, we expect to accelerate our growth and expansion through strategic acquisitions of companies offering distinct technological and competitive advantages and have defensible intellectual property protection in place, if applicable.

 

 

Key Growth Strategies

 

We intend to materially grow our business by leveraging our proprietary, best-in-class, full-stack drone solutions, industry influence and deep pool of talent with specialized expertise in robotics, automation, custom manufacturing and data science to achieve greater penetration of the global UAS industry – with near-term emphasis on capturing larger market share of the agriculture, energy/utilities, infrastructure and government/military verticals. We expect to accomplish this goal by first bringing three core values to life in our day-to-day operations and aligning them with our efforts to earn the trust and continued business of our customers and industry partners:

 

	●	Innovation – Committed to driving forward with positive change, our team is committed to innovate in technology, strategies, and cross-department initiatives.
	●	Passion – This fuels our obsession with excellence, our desire to try the difficult things and tackle big problems, and our commitment to meet our customers’ needs – and then surpass them.
	●	Integrity – This is not optional or situational at AgEagle – it is the foundation for everything we do, even when no one is watching.
		Key components of our growth strategy include the following:
	●	Establish centers of excellence with respective expertise in UAS software, sensors and airframes. These centers of excellence cross pollinate ideas, industry insights and skill sets to yield intelligent autonomous solutions that fully leverage AgEagle’s experienced team’s specialized knowledge and know-how in robotics, automation, custom manufacturing and data science.
	●	Deliver new and innovative solutions. AgEagle’s research and development efforts are critical building blocks of the Company, and we intend to continue investing in our own innovations, pioneering new and enhanced products and solutions that enable us to satisfy our customers – both in response to and in anticipation of their needs. AgEagle believes that by investing in research and development, the Company can be a leader in delivering innovative autonomous robotics systems and solutions that address market needs beyond our current target markets, enabling us to create new opportunities for growth.
	●	Foster our entrepreneurial culture and continue to attract, develop and retain highly skilled personnel. AgEagle’s company culture encourages innovation and entrepreneurialism, which helps attract and retain highly skilled professionals. We believe this culture is key to nurture the design and development of the innovative, highly technical system solutions that give us our competitive advantage.
	●	Growth through acquisition. Through successful execution of our growth-through-acquisition strategies, we intend to acquire technologically advanced UAS companies and intellectual property that complement and strengthen our value proposition to the market. We believe that by investing in complementary acquisitions, we can accelerate our revenue growth and deliver a broader array of innovative autonomous flight systems and solutions that address specialized market needs.

 

Competitive Strengths

 

		AgEagle believes the following attributes and capabilities provide us with long-term competitive advantages:
	●	Proprietary technologies, in-house capabilities and industry experience – We believe our decade of experience in commercial UAS design and engineering; in-house manufacturing, assembly and testing capabilities; and advanced technology development skills et serve to differentiate AgEagle in the marketplace. In fact, approximately 70% of our Company’s global workforce is comprised of engineers and data scientists with deep experience and expertise in robotics, automation, custom manufacturing, and data analytics. In addition, AgEagle is committed to meeting and exceeding quality and safety standards for manufacturing, assembly, design and engineering and testing of drones, drone subcomponents and related drone equipment in our U.S. and Swiss-based manufacturing operations, and we were recommended to receive the ISO 9001 international certification for our Quality Management System in June 2025.

 

 

	●	In December 2022, we unveiled our new eBee™ VISION, a small, fixed-wing UAS designed to provide real-time, enhanced situational awareness for critical intelligence, surveillance and reconnaissance missions; to produce and deliver eBee™ VISION fixed-wing drones and customized command and control software that proves compatible and is in full compliance with the DoD Robotic and Autonomous System-Air Interoperability Profile . In addition, three branches of European military forces have accepted delivery of eBee VISION drones in 2023. In support of its sales and pre-order efforts, AgEagle’s team has been engaged in numerous live demonstrations and intensive training sessions with officials from government and military agencies across the world seeking to leverage the power of eBee VISION in their respective drone operations. In July 2023 alone, we completed a comprehensive training session with our first European military customers, who were confirmed as eBee VISION operators and qualified trainers of new users. These new customers confirmed with AgEagle’s technical teams that all operational capabilities of the eBee VISION continue to meet and exceed performance benchmarks in scouting, surveillance, usability, fast deployment and flight time, among other use case criteria specified by the international military community. We have also been working in close collaboration with our network of valued added reselling partners in France, United Kingdom, Poland, Italy and Spain, among other countries, to conduct live demonstrations and technical exchanges with prospective new customers, with emphasis on showcasing use of eBee VISION UAS for public safety and first responder missions, border patrol and a wide range of commercial applications.
	●	In May 2023, we released the new RedEdge-P™ dual high resolution and RGB composite drone sensor, representing yet another AgEagle technological advancement in aerial imaging cameras, seamlessly integrating the power and performance of the RedEdge-P and the new RedEdge-P blue cameras in a single solution. The RedEdge-P dual doubles analytical capabilities with the benefit of a single camera workflow. Its coastal blue band – the first of its kind in the market – was specifically designed for vegetation analysis of water bodies; environmental monitoring; water management; habitat monitoring, protection and restoration; and vegetation species and weeds identification, including differentiating and counting plants, trees, invasive species and weeds.

 

	●	We offer market-tested drones, sensors and software solutions that have earned the longstanding trust and fidelity of customers worldwide – Through successful execution of our acquisition integration strategy in 2021, AgEagle is now delivering a unified line of industry trusted drones, sensors and software that have been vigorously tested and consistently proven across multiple industry verticals and use cases. For instance, our line of eBee fixed wing drones have flown more than one million flights over the past decade serving customers spanning surveying and mapping; engineering and construction; military/defense; mining, quarries and aggregates; agriculture humanitarian aid and environmental monitoring, to name just a few. Featured in over 100 research publications globally, advanced sensor innovations developed and commercialized by AgEagle have served to forge new industry standards for high performance, high resolution, thermal and multispectral imaging for commercial drone applications in agriculture, plant research, land management and forestry. In addition, we have championed the development of end-to-end software solutions which power autonomous flight and deliver actionable, contextual data and analytics for numerous Fortune 500 companies, government agencies and a wide range of businesses in agriculture, energy and utilities, construction and other industry sectors.
	●	AgEagle was awarded a Multiple Award Schedule (“MAS”) Contract by the U.S. federal government’s General Services Administration (“GSA”) – In April 2023, the centralized procurement arm of the federal government, the GSA, awarded us with a five-year MAS contract. The GSA Schedule Contract is a highly coveted award in the government contracting space and is the result of a rigorous proposal process involving the demonstration of products and services in-demand by government agencies, and the negotiation of their prices, qualifications, terms and conditions. Contractors selling through the GSA Contract are carefully vetted and must have a proven track record in the industry. We believe that this will serve to advance our efforts to achieve deeper penetration of the government sector over the next five years.

 

 

	●	Our eBee TAC™ UAS has been approved by the Defense Innovation Unit (DIU) for procurement by the Department of Defense – We believe that the eBee TAC is ideally positioned to become an in-demand, mission critical tool for the U.S. military, government and civil agencies and our allies worldwide; and expect that this will prove to be a major growth catalyst for our Company and positively impact our financial performance in the years ahead. eBee TAC is available for purchase by U.S. government agencies and all branches of the military on GSA Schedule Contract #47QTCA18D003G, supplied by Hexagon US Federal and partner Tough Stump Technologies as a standalone solution or as part of the Aerial Reconnaissance Tactical Edge Mapping Imagery System. Tough Stump Technologies is actively engaged in training military ground forces based in the U.S. and in Central Europe on the use of eBee TAC for mid-range tactical mapping and reconnaissance missions.
	●	Our eBee™ X series of fixed wing UAS, including the eBee X, eBee Geo and eBee TAC, are the first and only drones on the market to comply with Category 3 of the sUAS Over People rules published by the Federal Aviation Administration. It is another important testament of our commitment to providing best-in-class solutions to our commercial customers, and we believe it will serve as a key driver in the growth of eBee utilization in the United States.
	●	Our eBee X series of drones are the world’s first UAS in its class to receive design verification for BVLOS and OOP from European Union Aviation Safety Agency (“EASA”). The EASA design verification report ("DVR") demonstrates that the eBee X meets the highest possible quality and ground risk safety standards and, thanks to its lightweight design, effects of ground impact are reduced. As such, drone operators conducting advanced drone operations in 27 European Member States, Iceland, Liechtenstein, Norway, and Switzerland can obtain the HIGH or MEDIUM robustness levels of the M2 mitigation without additional verification from EASA.Regulatory constraints relating to limitations of BVLOS and OOP have continued to be a gating factor to widespread adoption of commercial drone technologies across a wide range of industry sectors worldwide. Being the first company to receive this DVR from EASA for M2 mitigation is a milestone for AgEagle and our industry in the European Union and will be key to fueling growth of our international customer base.

 

	●	In August 2022, we announced that the eBee X, eBee GEO and eBee AG were the first commercial drones to be designated with the C2 class identification label in accordance with EASA regulations. As of August 22, 2022, drone operators flying C2 labeled eBees are able to conduct missions in the “Open Category” with all the advantages that this entails. The C2 certification allows the eBee X series, with correct labelling, to fly at a horizontal distance of 30 meters from uninvolved people. By contrast, heavy drones like VTOLs or quadcopters must maintain a distance of 150 meters from people and any residential, commercial, industrial and recreational areas, limiting their operational capabilities to remote zones.
	●	In early October 2023, the eBee X series of drones were designated with the C6 class identification label in accordance with European Union regulations. As of January 1, 2024, drone operators of C6-labeled eBees are able to conduct BVLOS operations with airspace observers over a controlled ground area in a sparsely populated environment throughout Europe. Operators simply need to submit a required declaration with their applicable National Aviation Authority indicating whether they intend to fly missions in accordance with the European Standard Scenario- (“STS-”) 01 or STS-02. The inclusion of the C6 marking alongside our C2-labeled eBee drones will significantly enhance the market advantages for our European customers. It grants access to areas and operational modes restricted to drones weighing over 4 kilograms, all without the requirement for formal permissions or regulatory waivers.

 

 

	●	Our global reseller network currently has more than 200 drone solutions providers in 75+ countries – By leveraging our relationships with the specialty retailers that comprise our global reseller network, AgEagle benefits from enhanced brand-building, lower customer acquisition costs and increased reach, revenues and geographic and vertical market penetration. With the integration of our 2021 strategic acquisitions, we can now leverage our collective reseller network to accelerate our revenue growth by educating and encouraging our partners to market AgEagle’s full suite of airframes, sensors and software as bundled solutions in lieu of marketing only previously siloed products or product lines to end users.
	●	In late 2022, we partnered with government contractor Darley to expand the market reach of AgEagle’s high performance fixed wing drones and sensors to the U.S. first responder and tactical defense markets. Distinguished as one of the nation’s longest standing government contracting organizations, Darley is expected to become a key contributor to AgEagle’s success in delivering best-in-class UAS solutions to a wide range of state and federal agencies. Providing our best-in-class autonomous flight solutions for public safety applications through trusted resellers like Darley represents an entirely new market opportunity for AgEagle and one we intend to vigorously pursue in the coming year.

 

Impact of the Risks and Uncertainties On Our Business Operations

 

Global economic challenges, including the impact of the war, pandemics, rising inflation and supply-chain disruptions, regulatory investigations adverse labor and capital market conditions could cause economic uncertainty and volatility. The aforementioned risks and their respective impacts on the UAV industry and our operational and financial performance remain uncertain and outside of our control. Specifically, because of the aforementioned continuing risks, our ability to access components and parts needed in order to manufacture its proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If either we or any of our third parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, our supply chain may be further disrupted, limiting its ability to manufacture and assemble products.

 

Critical Accounting Estimates

 

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these condensed consolidated financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant estimates include the reserve for obsolete inventory, stock options and consideration, valuation of intangible assets, fair value of derivative liabilities, and deemed dividends resulting from the triggering of down round provisions and modifications to equity-linked instruments.

 

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

 

We believe the following critical accounting estimates affect the more significant judgments and estimates used in preparing our consolidated financial statements. Please see Note 2 to our consolidated financial statements, which are included in Item 8 “Financial Statements and Supplementary Data” of this Annual Report, for our Summary of Significant Accounting Policies. There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.

 

 

Three and Nine Months Ended September 30, 2025 as Compared to Three and Nine Months Ended September 30, 2024

 

Revenues

 

For the three months ended September 30, 2025, revenues were $1,970,209 as compared to $3,284,984 for the three months ended September 30, 2024, a decrease of $1,314,775, or 40.0%. The decrease of $1,314,775 was attributable to a decrease of  $1,088,434 in revenues from our drone product related to the timing of national contracts and additional time each contract takes to close,  a decrease of $157,904  in the sensor revenues due to sales mix and product repricing and $68,437 decrease in our SaaS revenue due to us not renewing software subscriptions and ceasing the operations of this segment.

 

For the nine months ended September 30, 2025, revenues were $9,817,180 as compared to $10,571,969 for the nine months ended September 30, 2024, a decrease of $754,789, or 7.1%. The decrease of $754,789 was offset by an increase of  $1,384,448 in revenues from our drone products offset by a decrease of $1,867,916 revenues due to declining sensor sales related to expected seasonality and reduced investment in sales and marketing in this operating segment in 2025, additionally revenues decreased in 2025 due to the Company ceasing operations for the SaaS software subscriptions for this segment resulting in a decrease of $271,321.

 

Cost of Sales and Gross Profit

 

For the three months ended September 30, 2025, cost of sales was $1,211,232 as compared to $1,650,717 for the three months ended September 30, 2024, a decrease of $439,485 or 26.6%. For the three months ended September 30, 2025, gross profit was $758,977 as compared to $1,634,267 for the three months ended September 30, 2024, a decrease of $$875,290, or 53.6%. The primary factors contributing to the decrease in our cost of sales and gross profit margin was due to the total mix of our product sales during the current period which had higher margin drone sales than the previous period.

 

For the nine months ended September 30, 2025, cost of sales was $4,584,507 compared to $5,428,705 the nine months ended September 30, 2024, a decrease of $844,198 or 15.6%. For the nine months ended September 30, 2025, gross profit was $5,232,673 as compared to $5,143,264 for the nine months ended September 30, 2024, an increase of $89,409, or 1.7%. The primary factors contributing to the decrease in our cost of sales and the increase in gross profit margin were due to the total mix of our product sales during the current period which had higher margin drone sales than the previous period.

 

General and Administrative Expenses

 

For the three months ended September 30, 2025, general and administrative expenses were $2,229,820 as compared to $1,889,733 for the three months ended September 30, 2024, an increase of $340,087, or 18.0%. The increase was primarily related to professional fees, legal fees, and accounting expenses, offset by less amortization expense during 2025 due to impairment charges recorded during the year ended December 31, 2024

 

For the nine months ended September 30, 2025, general and administrative expenses were $6,736,799 as compared to $6,931,496 for the nine months ended September 30, 2024, a decrease of $194,697, or 2.8%. The decrease was primarily related to depreciation expense and less intangible amortization during 2025 due to impairment charges recorded during the year ended December 31, 2024 For the three months ended September 30, 2025, research and development expenses were $1,012,354 as compared to $969,402 for the three months ended September 30, 2024, an increase of $42,952, or 4.4%.

 

 

Research and Development

 

The increase was primarily due to the Company reinvesting in research and development staff.

 

For the nine months ended September 30, 2025, research and development expenses were $2,559,755 as compared to $3,181,638 for the nine months ended September 30, 2024, a decrease of $621,883, or 19.5%. The decrease was primarily due to the integration of research and development teams for our new airframe, sensor, and software technologies, resulting in a reduction in our consultants and internal headcounts.

 

Sales and Marketing

 

For the three months ended September 30, 2025, sales and marketing expenses were $671,579 as compared to $636,292 for the three months ended September 30, 2024, an increase of $35,287, or 5.5%.  The increase was primarily due to the increase in headcount in this department and increased travel of our sales and marketing team. 

 

For the nine months ended September 30, 2025, sales and marketing expenses were $2,161,066 as compared to $1,825,645 for the nine months ended September 30, 2024, an increase of $335,421, or 18.4%. The increase was primarily due to the increase in headcount in this department and increased travel of our sales and marketing team associated with anticipated growing demand in the defense space, as we anticipate, consistent with plans announced by the U.S. government accelerated purchases of Group 1 drones. 

 

Other Income (Expense), net

 

For the three months ended September 30, 2025, other income, was $539,613 as compared to other expenses, of $1,598,594 for the three months ended September 30, 2024, a decrease of other expenses of $2,138,207. The decrease was primarily attributable to a decrease in interest expense and debt discount due to a reduction in our principal balance on our outstanding convertible note of $1,560,736. Lastly, $744,357 for an employee retention tax credit refund we received.

 

For the nine months ended September 30, 2025, other income, net was $9,389,447 as compared to other expenses, net of $5,909,534 for the nine months ended September 30, 2024 of a decrease in other expenses of $ 15,298,981. The decrease is primarily attributable to a gain on change in fair value of our outstanding warrant liabilities of $8,511,000 that were issued in October 2024 in an offering, decrease in interest expense due to reduction in our principal balance on our outstanding convertible note and interest expense for the nine months ended September 30, 2024 included $3.7 million due a substantial modification to the conversion price on a convertible debt note. Lastly, other income increased due to the sale of our Measure domain name for $250,000 and $1,197,734 for an employee retention tax credit refund received for the nine months ended September 30, 2025 compared to other expenses of $5,909,534 for the nine months ended September 30, 2024.

 

Net Income (Loss)

 

For the three months ended September 30, 2025, we generated a net loss of $2,615,163 as compared to a net loss of $3,459,754 for the three months ended September 30, 2024, a decrease of $844,591 or 24.4%. The decrease in our net loss is primarily attributable to the above-mentioned changes in our cost of sales, general and administrative, research and development, sales and marketing, and other net income (expense).

 

For the nine months ended September 30, 2025, we generated net income of $3,164,500 as compared to a net loss of $12,705,049 for the nine months ended September 30, 2024, an increase in net income of $15,869,549 or 124.9%. The increase in our net income is primarily attributable to the gain on change in fair value of our outstanding warrant liabilities and the above-mentioned changes in our cost of sales, general and administrative, research and development, and sales and marketing.

 

Cash Flows

 

Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024

 

As of September 30, 2025, cash on hand was $16,628,558, as compared to $3,613,996 as of December 31, 2024, an increase of $13,014,562 or 360.0%.

 

For the nine months ended September 30, 2025, cash used in operations was $7,335,102, an increase of $3,278,402 or 80.8%, as compared to cash used of $4,056,700 for the nine months ended September 30, 2024. The increase in cash used in operating activities was principally driven by the reduction in our net loss, after adjusting for non-cash operating activities, due to reductions in operating expenses and an increase in gross profit margins, as discussed above, offset by an increase in operating cash flows from changes in operating assets and liabilities, primarily the reduction of outstanding accounts payable. All of which resulted in an increase in cash used in operating activities. 

 

For the nine months ended September 30, 2025, cash used in investing activities was $38,338, a decrease of $57,749, or 60.1%, as compared to cash used of $96,087 for the nine months ended September 30, 2024. The decrease is related to fewer purchases of property and equipment and internal software and platform costs in 2025 compared to 2024.

 

For the nine months ended September 30, 2025, cash provided by financing activities was $20,384,464, an increase of $16,776,982 or 465.1%, as compared to cash provided of $3,607,482 for the nine months ended September 30, 2024. The increase in cash provided by our financing activities was due to an increase in net proceeds from the exercise of Series B warrants and issuance of Series F preferred stock and warrants, offset by less net proceeds from short-term loans and other short-term loans during 2025 as compared to 2024.

 

 

Liquidity, Capital Resources and Going Concern

 

As of September 30, 2025, we had a working capital of $21,321,682 and cash on hand of $16,628,558. For the nine months ended September 30, 2025, we incurred a loss from operations of $6,224,947, a decrease of $ 570,568, or 8.4%, as compared to $6,795,515 for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we used cash in our operating activities of $7,335,102. As of September 30, 2025, we have sufficient cash on hand to meet our financial obligations for the next twelve months.

 

Off-Balance Sheet Arrangements

 

On September 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure and Control Procedures

 

The Company’s Chief Executive Officer and the Company’s Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2025 and concluded that the Company’s disclosure controls and procedures are effective. The term disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated, recorded, processed, summarized and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure to be reported within the time periods specified in the SEC’s rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II.

OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

None.

 

ITEM 1A.

RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, and are not required to provide the information under this item.

 

ITEM 2.

RECENT SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

ITEM 5.

OTHER INFORMATION

 

None.

    

 

 

ITEM 6.

EXHIBITS

 

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation, as currently in effect (incorporated by reference to Exhibit 3.1 to the Quarterly Report on the Company's Form 10-Q filed with the SEC on August 14, 2008)
3.2		Certificate of Amendment to the Articles of Incorporation of Energex Resources, Inc. to change the Company’s name (incorporated by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K filed with the SEC on March 29, 2018)
3.3		Certificate of Change, as filed with the Secretary of State of Nevada on October 4, 2024 (incorporated herein by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K filed with the SEC on October 15, 2024).
3.4		Certificate of Amendment to the Articles of Incorporation, as filed with the Secretary of State of Nevada on December 20, 2024 (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on December 20, 2024).
3.5		Second Amended and Restated Bylaws of AgEagle Aerial Systems, Inc., as currently in effect (incorporated by reference from Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on January 25, 2023).
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer
32.1		Section 1350 Certification of principal executive officer
32.2		Section 1350 Certification of principal financial officer and principal accounting officer
101.INS		Inline XBRL INSTANCE DOCUMENT
101.SCH		Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	AGEAGLE AERIAL SYSTEMS INC.
Dated: November 14, 2025	By:	/s/ William Irby
		William Irby
		Chief Executive Officer and Director of the Company
Dated: November 14, 2025	By:	/s/ Alison Burgett
		Alison Burgett
		Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signatures		Title		Date
/s/ William Irby		Chief Executive Officer and Director of the Company		November 14, 2025
William Irby		(Principal Executive Officer)
/s/ Alison Burgett		Chief Financial Officer		November 14, 2025
Alison Burgett		(Principal Financial and Accounting Officer)