v3.26.1
Note 2 - Going Concern and Management's Plans
9 Months Ended
Sep. 30, 2025
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]

2. Going Concern and Managements Plans

 

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Consolidated Financial Statements were issued.

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had a net loss from continuing operations of approximately ($9.7) million and ($4.7) million for the three and nine months ended September 30, 2025  respectively. The Company had total shareholders’ equity of  $22.6 million as of September 30, 2025 , of which $2.2 million is attributable to the Parent, and a deficit of $(33.9) million as of December 31, 2024. The Company had approximately $39,000 of unrestricted cash on hand as of September 30, 2025.

 

Our operating revenues are insufficient to fund our operations and our assets already are pledged to secure our indebtedness to various third party secured creditors, respectively. The unavailability of additional financing could require us to delay, scale back, or terminate our acquisition efforts and other core business activities, which would have a material adverse effect on the Company and its viability and prospects.

 

The terms of our indebtedness, including the covenants and the dates on which principal and interest payments on our indebtedness are due, increases the risk that we will be unable to continue as a going concern. To continue as a going concern over the next twelve months, we must make payments on our debt as they come due and comply with the covenants in the agreements governing our indebtedness or, if we fail to do so, to (i) negotiate and obtain waivers of or forbearances with respect to any defaults that occur with respect to our indebtedness, (ii) amend, replace, refinance, or restructure any or all of the agreements governing our indebtedness, and/or (iii) otherwise secure additional capital. However, we cannot provide any assurances that we will be successful in accomplishing any of these plans.

 

On February 10, 2025, the Company received a determination letter (the “Delisting Notification”) from the Nasdaq Hearings Advisor stating that the Panel determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”) from the Nasdaq Capital Market, and Nasdaq accordingly suspended trading in the Company’s Common Stock effective at the opening of trading on February 12, 2025, because the Company has not demonstrated compliance with the MVLS Rule, nor does it meet any of the alternative requirements under Nasdaq Listing Rule 5550(b) and has failed to demonstrate that additional time to regain compliance is appropriate. The Company was additionally in violation of the bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), as disclosed recently on January 31, 2025, which was taken into consideration by the Panel in its Delisting Notification.

 

A Form 25-NSE was filed with the Securities and Exchange Commission (“SEC”), which removed the Company’s securities from listing on Nasdaq. The Company’s Common Stock is currently quoted on the OTC trading market. However, there can be no assurance that the Company’s Common Stock will continue to trade on any over-the-counter trading market.

 

The Company is currently taking several steps to begin to alleviate the going concern issue. We are working with existing shareholders and various funds as well as local and international banks in an attempt secure the necessary financing to execute on our business plan. The Company has sold or discontinued non-strategic businesses, operations, and assets in order to eliminate significant indebtedness and has reported an improvement in shareholder equity for the nine months ended September 30, 2025.