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Frequency Holdings Inc. (FRQN) reported a sharp shift in its structure and finances for the quarter ended September 30, 2025. Total revenue for the first nine months of 2025 was $1,582,935, down significantly from $4,447,273 a year earlier, reflecting weaker subscription, services, and product sales. Despite this, the company recorded nine‑month net income of $9,479,927, driven largely by a non‑cash gain of $11,233,944 from disposing of its ReachOut, IND, and RedGear operations and by favorable changes in derivative fair values.
The balance sheet remains strained. At September 30, 2025, the company had only $30,155 in cash, total assets of $102,291, liabilities of $5,709,550, and a stockholders’ deficit of $5,964,281. Operating cash flow for the nine‑month period was negative $386,418. Management discloses a substantial working capital deficit and an accumulated deficit of $11,756,230, and explicitly states that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
The capital structure is highly leveraged to preferred stock, warrants, and convertible debt. Basic weighted average shares for the first nine months were about 610.8 million, while potentially dilutive securities total over 16.0 billion shares on an as‑converted basis, indicating significant overhang. Common shares outstanding increased from 384,088,943 at December 31, 2024 to 1,107,314,007 at September 30, 2025, and further to 1,899,869,698 by November 19, 2025. The company remains an emerging growth and smaller reporting company, and concentrates its business in U.S. managed IT and cybersecurity services through its new subsidiary ReachOut Digital Intelligence.
Frequency Holdings, Inc. filed a Form 12b-25 (NT 10-Q), notifying a late filing of its quarterly report for the period ended September 30, 2025. The company states it was unable to compile the necessary financial information to complete the report without unreasonable effort or expense and expects to file within the extension period.
The notice lists CEO Richard Jordan as the signatory and provides the company’s principal office in Mokena, IL.