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[10-Q] NovelStem International Corp. Quarterly Earnings Report

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

NovelStem International Corp. filed its Q3 2025 report, showing a swing to profitability driven by non-operating items and significant liability reduction. For the nine months ended September 30, 2025, the company reported net income of $2,469,177 versus a loss a year ago, primarily from relief of indebtedness income of $1,697,024 and a $1,171,760 gain on disposal of its 50% interest in NetCo, which was used to settle a litigation funding liability.

Operating activity remains minimal: administrative fee income was zero and G&A fell to $198,007 from $893,887. Liquidity is tight with cash of $627 and current liabilities of $2,067,209 at September 30, 2025, though these liabilities declined from $5,304,486 after the NetCo transaction. The company disclosed substantial doubt about its ability to continue as a going concern and is pursuing fundraising and potential monetization of former NewStem licenses (up to $3,750,000). It also reported material weaknesses in internal control. Common shares outstanding were 46,881,475 as of November 12, 2025.

Positive
  • Settled litigation funding liability, eliminating obligations totaling approximately $2.96 million through the NetCo transaction.
  • G&A expenses decreased materially to $198,007 for the nine months, improving cash burn versus prior year.
Negative
  • Substantial doubt about ability to continue as a going concern disclosed.
  • Material weaknesses in internal control over financial reporting remain unresolved.
  • Very limited liquidity with $627 in cash against $2.07 million in current liabilities at September 30, 2025.

Insights

Profit is non-recurring; liquidity and controls remain weak.

NovelStem posted nine-month net income of $2,469,177, driven by $1,697,024 relief of indebtedness and a $1,171,760 gain tied to selling its NetCo stake. Core operations were limited, with G&A of $198,007 and no operating revenue.

Balance sheet stress persists: cash was $627 against current liabilities of $2,067,209 as of September 30, 2025. The sale of NetCo extinguished a litigation funding liability previously totaling $2,959,625, reducing liabilities but also removing an asset.

Management cites substantial doubt about going concern and reports material weaknesses in internal control over financial reporting. Future activity hinges on fundraising and potential payments of up to $3,750,000 from monetizing former NewStem licenses; timing and amounts are not assured.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2025

 

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________________ to _________________

 

Commission file number: 001-14332

 

NOVELSTEM INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Florida   65-0385686

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2255 Glades Road, Suite 221A, Boca Raton, FL   33431
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (410) 598-9024  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None        

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer  ☒ Smaller reporting company  
  Emerging growth company  

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at November 12, 2025
Common Stock, $0.01 par value per share   46,881,475

 

 

 

 

 

 

NOVELSTEM INTERNATIONAL CORP.

Quarterly Report on Form 10-Q

for the Quarterly Period Ended September 30, 2025

 

TABLE OF CONTENTS

 

  PAGE
   
Part I Financial Information  
   
Item 1. Unaudited Condensed Financial Statements:  
   
Unaudited Condensed Balance Sheets as of September 30, 2025 and December 31, 2024 3
   
Unaudited Condensed Statements of Operations for the nine and three months ended September 30, 2025 and 2024 4
   
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the nine months ended September 30, 2025 and 2024 5
   
Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 6
   
Notes to Unaudited Condensed Financial Statements 7
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
   
Item 4. Controls and Procedures 18
   
Part II Other Information  
   
Item 1. Legal Proceedings 19
   
Item 1A. Risk Factors 19
   
Item 6. Exhibits 19
   
Signatures 20

 

2

 

 

PART I

 

ITEM 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOVELSTEM INTERNATIONAL CORP.

CONDENSED BALANCE SHEETS

 

   2025   2024 
   As of 
   September 30,   December 31, 
   2025   2024 
   (Unaudited)     
         
ASSETS          
Current assets:          
Cash  $627   $6,099 
Accounts receivable, administrative fees   -    10,500 
Prepaid expenses   14,222    15,272 
Total current assets   14,849    31,871 
Investment in NetCo   -    128,240 
Investment in NewStem, net   -    - 
Total assets  $14,849   $160,111 
           
LIABILITIES AND SHAREHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $199,610   $167,898 
Accrued expenses   37,673    68,576 
Notes payable, including accrued interest   308,479    250,000 
Current portion of long-term notes payable, including accrued interest   1,263,590    4,059,366 
Bridge loan payable, related party, including accrued interest   141,964    - 
Convertible debt, including accrued interest   115,893    108,646 
Derivative liability, guarantee   -    650,000 
Total liabilities   2,067,209    5,304,486 
Commitments and contingencies (see Note 7)   -    - 
Shareholders’ deficit:          
Common stock, $.01 par value, 100,000,000 shares authorized, 50,316,672 shares issued at September 30, 2025 and December 31, 2024 and 46,881,475 shares outstanding at September 30, 2025 and December 31, 2024   468,815    468,815 
Additional paid-in capital   291,570,255    290,947,417 
Accumulated deficit   (293,891,676)   (296,360,853)
Treasury stock, at cost, 3,435,197 shares at September 30, 2025 and December 31, 2024   (199,754)   (199,754)
Total shareholders’ deficit   (2,052,360)   (5,144,375)
Total liabilities and shareholders’ deficit  $14,849   $160,111 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

3

 

 

NOVELSTEM INTERNATIONAL CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   2025   2024   2025   2024 
   Nine Months Ended   Three Months Ended 
   September 30,   September 30, 
   2025   2024   2025   2024 
                 
Administrative fee income  $-   $9,000   $-   $3,000 
Operating expenses:                    
General and administrative expenses   198,007    893,887    39,469    566,551 
Total operating expenses   198,007    893,887    39,469    566,551 
Loss from operations   (198,007)   (884,887)   (39,469)   (563,551)
Other (income) expenses:                    
Loss on derivative instrument   -    90,000    -    115,000 
Gain on disposal of equity method investment   (1,171,760)   -    -    - 
Relief of indebtedness income   (1,697,024)   -    -    - 
Interest expense   207,672    306,742    43,711    105,336 
Total other (income) expenses   (2,661,112)   396,742    43,711    220,336 
Income (loss) before income taxes   2,463,105    (1,281,629)   (83,180)   (783,887)
Provision for income tax   -    -    -    - 
Income (loss) before equity in net income (loss) of equity method investees   2,463,105    (1,281,629)   (83,180)   (783,887)
Equity in net income (loss) of equity method investees   640    (159,741)   300    (51,578)
Impairment of equity method investee, NewStem   5,432    (1,628,657)   5,432    (1,628,657)
Net income (loss)  $2,469,177   $(3,070,027)  $(77,448)  $(2,464,122)
                     
Basic and diluted net income (loss) per share:                    
Net income (loss) per share - basic  $0.05   $(0.07)  $-   $(0.05)
Weighted average number of shares outstanding - basic   46,881,475    46,881,475    46,881,475    46,881,475 
Net income (loss) per share - diluted  $0.05   $(0.07)  $-   $(0.05)
Weighted average number of shares outstanding - diluted   47,772,960    46,881,475    46,881,475    46,881,475 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

4

 

 

NOVELSTEM INTERNATIONAL CORP.

CONDENSED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

 

For the Nine Months Ended September 30, 2025:

 

           Additional       Number of       Total 
   Number of   Common   Paid-In   Accumulated   Treasury   Treasury   Shareholders’ 
   Shares   Stock   Capital   Deficit   Shares   Stock   Deficit 
                                    
Balance, January 1, 2025   46,881,475   $468,815   $290,947,417   $(296,360,853)   3,435,197   $(199,754)  $(5,144,375)
Net loss   -    -    -    (207,216)   -    -    (207,216)
Stock-based compensation   -    -    8,741    -    -    -    8,741 
Balance, March 31, 2025   46,881,475   $468,815   $290,956,158   $(296,568,069)   3,435,197   $(199,754)  $(5,342,850)
Net income   -    -    -    2,753,841    -    -    2,753,841 
Debt restructuring             614,000                   614,000 
Stock-based compensation   -    -    97    -    -    -    97 
Balance, June 30, 2025   46,881,475    468,815    291,570,255    (293,814,228)   3,435,197    (199,754)   (1,974,912)
Net loss   -    -    -    (77,448)   -    -    (77,448)
Balance, September 30, 2025   46,881,475   $468,815   $291,570,255   $(293,891,676)   3,435,197   $(199,754)  $(2,052,360)

 

For the Nine Months Ended September 30, 2024:

 

           Additional       Number of       Total 
   Number of   Common   Paid-In   Accumulated   Treasury   Treasury   Shareholders’ 
   Shares   Stock   Capital   Deficit   Shares   Stock   Deficit 
                             
Balance, January 1, 2024   46,881,475   $468,815   $290,907,217   $(293,127,811)   3,435,197   $(199,754)  $(1,951,533)
Net loss   -    -    -    (303,280)   -    -    (303,280)
Stock-based compensation   -    -    13,493    -    -    -    13,493 
Balance, March 31, 2024   46,881,475   $468,815   $290,920,710   $(293,431,091)   3,435,197   $(199,754)  $(2,241,320)
Net loss   -    -    -    (302,625)   -    -    (302,625)
Stock-based compensation   -    -    8,838    -    -    -    8,838 
Balance, June 30 2024   46,881,475   $468,815   $290,929,548   $(293,733,716)   3,435,197   $(199,754)  $(2,535,107)
Net loss   -    -    -    (2,464,122)   -    -    (2,464,122)
Stock-based compensation   -    -    8,934    -    -    -    8,934 
Balance, September 30, 2024   46,881,475   $468,815   $290,938,482   $(296,197,838)   3,435,197   $(199,754)  $(4,990,295)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

5

 

 

NOVELSTEM INTERNATIONAL CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   2025   2024 
   Nine Months Ended 
   Sept 30, 
   2025   2024 
         
Cash flows from operating activities:          
Net income (loss)  $2,469,177   $(3,070,027)
Equity in loss of equity method investees   -    159,741 
Impairment loss, NewStem        1,628,657 
Bad debt expense        500,000 
Accretion of discount on note payable   60,417    133,149 
Gain on derivative instrument   -    90,000 
Noncash disposal of equity method investment   -    - 
Gain on disposal of equity method investment   (1,171,760)   - 
Relief of indebtedness income   (1,697,024)   - 
Accrued interest added to notes payable and convertible debt   145,638    77,931 
Stock-based compensation   8,838    31,265 
Change in operating assets and liabilities:          
Accounts receivable, administrative fees   10,500    (7,500)
Prepaid expenses   1,050    17,422 
Accounts payable   31,712    51,060 
Accrued expenses   -    155,558 
Net cash used in operating activities   (141,452)   (232,744)
           
Cash flows from investing activities:          
Loans made   -    (250,000)
Net cash used in investing activities   -    (250,000)
           
Cash flows from financing activities:          
Proceeds from issuances of short term notes payable  $135,980   $- 
Proceeds from convertible debt   -    100,000 
Proceeds from issuance of long term notes payable   -    375,000 
Net cash provided by financing activities   135,980    475,000 
           
Net change in cash   (5,472)   (7,744)
Cash at the beginning of the period   6,099    53,063 
Cash at the end of the period  $627   $45,319 
           
Supplemental cash flow information:          
Cash paid during the period for:          
Interest  $1,616   $1,103 
Supplemental Non-Cash Investing and Financing Activities:          
Interest capitalized to notes payable  $36,000   $- 
Settlement of long term notes payable  $2,997,025   $- 
Settlement of derivative liability, net of interest  $614,000   $- 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

6

 

 

NOVELSTEM INTERNATIONAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1—NATURE OF OPERATIONS

 

Description of Business

 

NovelStem International Corp. (“NovelStem” or the “Company”) is a holding company whose principal assets consisted of an approximate 31% equity interest in NewStem Ltd, an Israeli biotech company (“NewStem”) and its developed technology, and a 50% equity interest in NetCo Partners (“NetCo”). The interest in NetCo was sold in May 2025 in a noncash transaction which settled significant debt of the Company in the form of a litigation funding agreement. NovelStem was formerly known as Hollywood Media Corp. The Company was incorporated in the State of Florida on January 22, 1993 and changed its name to NovelStem International Corp. in September 2018.

 

NewStem focused on the development and commercialization of diagnostic technology that can predict patients’ anti-cancer drug resistance, allowing for targeted cancer treatments and the potential to reduce resistance to chemotherapy.

 

NetCo is a legacy media business interest which owns “Net Force”, a book publishing franchise.

 

Going Concern, Liquidity and Management’s Plans

 

Since inception, the Company has accumulated a deficit of approximately $294,000,000. The accumulated deficit of the Company subsequent to its business focus shift and name change in September 2018 is approximately $7,210,000 which is comprised primarily of allocated losses from equity method investments and general and administrative costs incurred by the Company.

 

The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include additional financing and fundraising as well as monetization of assets held related to equity method investments as well as potential merger or buyout transactions. Specifically, the Company sold its interest in NetCo to its joint venture partner in a transaction that satisfied the related debt (litigation funding agreement). Also, the Company is working with former NewStem management to monetize the technology of NewStem and has an agreement in place to receive up to $3,750,000 of any monetization of these licenses and related intangible assets. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company, or that the Company will realize any value from the retained interest in intangible assets or technology of NewStem, which was liquidated in August 2025 (see Note 3).

 

The Company has in place a finance agreement with two individuals who are shareholders and directors under which it borrowed $750,000 and an additional finance agreement with a shareholder under which it borrowed $300,000 for working capital needs (see Note 4). Additionally, the Company entered into additional finance agreements with unrelated parties in December 2023 and April 2024 under which it borrowed an additional $450,000 for working capital needs and to fund NewStem (see Note 4). All funds available pursuant to these agreements have been received. During the nine months ended September 30, 2025, a shareholder and director advanced $135,980 to the Company as an interim bridge loan to fund ongoing expenses. The Company will need to obtain additional funds to continue operations for the next 12 months.

 

On May 9, 2025, the Company entered into a Settlement Agreement and Release whereby the investment in NetCo was monetized to settle the litigation funding liability to Omni Bridgeway in full. See Note 8.

 

In view of the matters described above, the Company’s ability to meet financing requirements is dependent upon the ability to complete additional fundraising or obtain additional financing, and/or monetize the intangible assets of NewStem. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

 

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

 

The accompanying unaudited condensed financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on April 7, 2025, from which the Company derived the balance sheet data at December 31, 2024.

 

7

 

 

Certain information and footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the Company’s Form 10-K filed with the Securities and Exchange Commission on April 7, 2025 for the years ended December 31, 2024 and 2023.

 

Equity Investments

 

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s balance sheets or statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption “Equity in net income (loss) of investee company” in the statements of operations. The Company’s carrying value in an equity method investee company is reflected in the caption “Investment in Investee company” in the Company’s Balance Sheets.

 

The Company reviewed equity investments for impairment on an annual basis, or earlier if events or changes in circumstances indicate that the carrying amounts might not be recoverable.

 

The Company held a minority investment in an entity, NewStem, which was accounted for pursuant to the equity method of accounting until its dissolution in August 2025. Additionally, until May 9, 2025 the Company was a 50% joint venture partner in NetCo which was accounted for pursuant to the equity method of accounting. See Note 3.

 

Reclassifications

 

Accrued interest of $30,903 has been reclassified from accrued expenses on the balance sheet to be presented as part of the related notes payable balance as of September 30, 2025.

 

Derivative Financial Instruments

 

The Company had in place a financial instrument, in the form of a note payable, which included an identified embedded derivative in the form of a guarantee. The identified embedded derivative was bifurcated and accounted for separately. Such derivative financial instruments are measured at fair value at each financial statement reporting date. If the fair value of a financial liability (the derivative) exceeds the proceeds received for the issuance of a hybrid instrument in an arm’s length transaction with no rights or privileges that require separate accounting recognition as an asset identified, then the embedded derivative is recorded at fair value with the excess of fair value over proceeds recognized as a loss in earnings. During the nine months ended September 30, 2024, the Company recognized a loss on derivative financial instruments of $90,000. Proceeds from the note payable are shown as cash from financing instruments and the loss on derivative instrument is included as an adjustment to reconcile loss to net cash used in operating activities in the statements of cash flows for the nine months ended September 30, 2025 and 2024. The financial instrument was amended on May 16, 2025 to remove the guarantee and replace the guarantee with fixed interest of $36,000 through September 30, 2025. This amendment terminated the embedded derivative and pursuant to ASC 470 for troubled debt restructuring with a related party, the Company recognized a gain on derivative financial instruments of $650,000 as an equity transaction during the nine months ended September 30, 2025.

 

Basic and Diluted Net Income (Loss) Per Share

 

Basic net income (loss) per share is computed by dividing the net loss by the weighted average number of shares outstanding during the period, excluding treasury stock. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares outstanding plus the dilutive potential of common shares which would result from the exercise of stock options and warrants. The dilutive effects of stock options and warrants are excluded from the computation of diluted net income (loss) per share if the effect of doing so would be antidilutive.

 

The following data represents the amounts used in computing earnings per share and the effect on income (loss) and the weighted average number of shares of dilutive potential common stock (unaudited):

 

   2025   2024 
   Nine Months Ended September 30, 
   2025   2024 
Net income (loss) attributable to common shareholders  $2,469,177   $(3,070,027)
           
Weighted average shares outstanding:          
-Basic   46,881,475    46,881,475 
           
Basic net income (loss) per share  $0.05   $(0.07)
           
Net income (loss) attributable to common shareholders  $2,469,177   $(3,070,027)
Effect of dilutive securities:          
Convertible debt, interest   6,787    - 
           
Net income (loss) attributable to common shareholders  $2,475,964   $(3,070,027)
           
Weighted average shares outstanding:          
-Basic   46,881,475    46,881,475 
Add: Convertible Debt   891,485    - 
Add: Stock options   -    - 
-Diluted   47,772,960    46,881,475 
           
Diluted net income (loss) per share  $0.05   $(0.07)

 

8

 

 

   2025   2024 
   Three Months Ended September 30, 
   2025   2024 
Net income (loss) attributable to common shareholders  $(77,448)  $(2,464,122)
           
Weighted average shares outstanding:          
-Basic   46,881,475    46,881,475 
           
Basic net income (loss) per share  $-   $(0.05)
           
Net income (loss) attributable to common shareholders  $(77,448)  $(2,464,122)
Effect of dilutive securities:          
Convertible debt, interest   -    - 
           
Net income (loss) attributable to common shareholders  $(77,448)  $(2,464,122)
           
Weighted average shares outstanding:          
-Basic   46,881,475    46,881,475 
Add: Convertible Debt   -    - 
Add: Stock options   -    - 
-Diluted   46,881,475    46,881,475 
           
Diluted net income (loss) per share  $-   $(0.05)

 

Options and warrants excluded from the computation of earnings per share for the nine and three months ended:

 

   2025   2024 
   September 30, 
   2025   2024 

Convertible debt

   -    812,477 
Warrants   -    3,000,000 
Stock options   6,360,000    6,360,000 

 

NOTE 3—EQUITY METHOD INVESTMENTS

 

Investment in NewStem

 

In 2018, the Company entered into a Share Purchase Agreement with NewStem and other related parties to provide aggregate funding of up to $4,000,000 to NewStem. This funding was to be provided through the sale of up to 50,000 common shares of NewStem to the Company representing 33% of NewStem’s outstanding shares. In 2018, the Company purchased 25,000 shares of NewStem for $2,000,000 acquiring an ownership interest of 20%. The Company made additional investments in 2019 and 2020 purchasing 12,500 shares each year for a $1,000,000 investment each year resulting in an ownership interest of 30.51% as of December 31, 2024 and until its liquidation in August 2025.

 

The Company accounted for its investment in NewStem under the equity method.

 

NewStem was a development stage company which incurred losses since its inception and generated only minimal revenues under a licensing agreement. NewStem is liquidated in August 2025.

 

The Company assessed its investment in NewStem for impairment on an annual basis or more frequently if indicators of impairment exist. During the year ended December 31, 2024, indicators of impairment became evident due to the inability of NewStem to raise funds. Due to the inability to raise funds, NewStem was unable to continue operations and dissolved in August 2025. The intangible assets of NewStem, including license agreements, have reverted to the licensor, Yissum (the commercial division of Hebrew University). The Company has reached an agreement with Yissum regarding the potential monetization of these intangible assets which provides for the Company to receive up to $3,750,000 in the event of re-licensing or monetizing the licenses or related technology developed by NewStem. Due to the current uncertainty of the timing of recovery of any value from these intangible assets and the liquidation status of NewStem, the Company has fully impaired the investment in NewStem and reduced the carrying value to zero ($0) at September 30, 2025 and December 31, 2024. On August 14, 2025 the Company received $5,432 from NewStem upon the final closing of their accounts which was recorded as a reduction of the previously recognized impairment loss in the condensed statements of operations for the nine and three months ended September 30, 2025.

 

During the year ended December 31, 2024, the Company signed an agreement (the “Purchase Agreement”) to acquire the remainder of NewStem in exchange for shares of Company stock as well as funding for NewStem operations. In anticipation of this transaction, the Company advanced $250,000 to NewStem in December 2023 and an additional $250,000 in March 2024. The related note agreement bore no interest and was payable on December 30, 2024. The agreement provided for discharge of the note upon the closing of the anticipated acquisition transaction. The Purchase Agreement was not fully consummated, and no Company shares were issued to NewStem shareholders in exchange for NewStem shares, therefore the note was not discharged. The Company determined that collection of the note was unlikely due to NewStem’s liquidation status and lack of assets. As such, the Company wrote the note off as a bad debt during the year ended December 31, 2024.

 

During the nine and three months ended September 30, 2024, the Company recorded a reimbursement due to NewStem of approximately $44,000 and $0, respectively, for audit and accounting related costs which was offset against the note receivable from NewStem.

 

The following table represents the Company’s investment in NewStem:

 

  

Nine Months Ended

September 30,

2025

  

Year Ended

December 31,

2024

 
   (Unaudited)     
Investment in NewStem, beginning  $-   $1,784,234 
Allocation of net income (loss) from NewStem   -    (155,577)
Investment in NewStem before impairment   -    1,628,657 
Impairment loss recorded   -    (1,628,657)
Investment in NewStem, ending  $-   $- 

 

9

 

 

The results of operations of the Company’s investment in NewStem is summarized below (unaudited):

 

   2025   2024   2025   2024 
  

Nine Months Ended

September 30,

  

Three Months Ended

September 30,

 
   2025   2024   2025   2024 
Condensed income statement information:                    
Net revenues  $-   $-   $-   $- 
Gross margin  $-   $-   $-   $- 
Net income  $-   $(510,000)  $-   $(165,000)
Company’s allocation of net income from NewStem  $-   $(155,577)  $-   $(50,334)

 

The financial position of the Company’s investment in NewStem is summarized below:

 

   2025   2024 
   As of 
   September 30,   December 31, 
   2025   2024 
   (Unaudited)     
Condensed balance sheet information:          
Current assets  $-   $100,000 
Non-current assets  $-   $2,000 
Current liabilities  $-   $548,000 
Non-current liabilities  $-   $- 

 

Investment in NetCo

 

As of December 31, 2024, NovelStem owned a 50% interest in NetCo, a joint venture that owns the Net Force publishing franchise. On May 9, 2025, the Company entered into a Settlement Agreement and Release whereby the investment in NetCo was sold to the Company’s JV partner for $1,300,000 to settle the related litigation funding liability to Omni Bridgeway in full. This transaction was fully consummated as funds were received by Omni Bridgeway from CP Partners pursuant to the terms of the agreement.

 

The Company accounted for its investment in NetCo under the equity method and recognized nominal royalties and administrative fees from this arrangement. The Company assessed its investment in NetCo for impairment on an annual basis or more frequently if indicators of impairment exist.

 

The following table represents the Company’s investment in NetCo:

  

   Nine Months Ended September 30, 2025   Year Ended December 31, 2024 
   (Unaudited)     
Investment in NetCo, beginning  $128,240   $133,709 
Allocation of net loss from NetCo   640    (5,469)
Distribution from NetCo   (640)   - 
Sale of ownership interest in NetCo   (128,240)   - 
Investment in NetCo, ending  $-   $128,240 

 

The results of operations of the Company’s investment in NetCo is summarized below (unaudited):

 

   2025   2024   2025   2024 
  

Nine Months Ended

September 30,

  

Three Months Ended

September 30,

 
   2025   2024   2025   2024 
Condensed income statement information:                    
Net sales  $-   $1,014   $-   $315 
Gross margin  $-   $897   $-   $261 
Net income  $680   $(8,328)  $-   $(764)
Company’s allocation of net income from NetCo  $340   $(4,164)  $-   $(382)

 

The financial position of the Company’s investment in NetCo is summarized below:

 

   2025   2024 
   As of 
   September 30,   December 31, 
   2025   2024 
   (Unaudited)     
Condensed balance sheet information:          
Current assets  $    -   $1,305 
Non-current assets  $-   $272,799 
Current liabilities  $-   $10,748 
Non-current liabilities  $-   $- 

 

10

 

 

NOTE 4—NOTES PAYABLE

 

In December 2023, the Company entered into two short-term notes payable with unrelated parties, Hewlett Fund and AIGH Investment Partners, LLC. The notes are for $125,000 each, for a total of $250,000 in borrowings utilized for the funding of NewStem. The notes bear interest at 12% per annum and originally matured on December 21, 2024. The maturity date for both notes has been extended until December 21, 2025, at which time all principal and accrued interest are due and payable. The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction. Interest expense related to these notes was $27,575 and $8,985, respectively, for the nine and three months ended September 30, 2025.

 

Long-term notes payable are summarized as follows:

 

   As of 
   September 30,   December 31, 
   2025   2024 
   (Unaudited)     
Notes payable related parties:          
Notes payable director and Executive Chairman  $821,766   $821,766 
Accrued interest added to note balance   105,824    38,392 
Total notes payable director and Executive Chairman   927,590    860,158 
Note payable shareholder, principal amount   300,000    300,000 
Accrued interest added to note balance   36,000    - 
Less unamortized discount   -    (60,417)
Total note payable shareholder   336,000    239,583 
Note payable, litigation funding agreement:          
Note payable Omni Bridgeway (Fund 4) Invt. 3 L.P.   -    2,819,196 
Accrued interest added to agreement balance   -    140,429 
Total note payable, litigation funding agreement   -    2,959,625 
Total notes payable   1,263,590    4,059,366 
Less current portion   (1,263,590)   (4,059,366)
Long-term notes payable  $-   $- 

 

In May 2022, the Company entered into note agreements with Jan Loeb, our Executive Chairman and Jerry Wolasky, a shareholder and member of the Board, to borrow up to an aggregate of $600,000 for working capital needs. The note agreements were amended in March 2024 to increase the total borrowing to $650,000 and extend the maturity date. The note agreements were refinanced in August 2024 providing for total borrowings of $750,000. The agreements provide for interest at a rate of 10% per annum and mature December 31, 2025. As of the date of these financial statements, the full amount of $750,000 has been funded pursuant to these agreements. Interest expense related to these agreements was $67,432 and $24,659 for the nine and three months ended September 30, 2025, respectively.

 

On May 5, 2023, the Company entered into a long-term note payable with a shareholder for $300,000 in financing to be funded $150,000 at inception and $150,000 in October 2023. This note bore interest at zero percent (0%) and originally matured on May 5, 2025. The note included a guarantee which was identified as an embedded derivative with a fair value of a liability of $650,000 at December 31, 2024 which is reported separately on the balance sheet. The fair value of the note exceeded the proceeds, and the note was discounted at inception so that the net liability was the fair value of the derivative. Accretion of the note discount of $60,417 and $16,769, respectively, has been reflected as part of interest expense in the statement of operations for nine and three months ended September 30, 2025. This note agreement was amended in May 2025 to provide for a fixed amount of interest in lieu of the guarantee and to extend the maturity date to September 30, 2025. This amendment, which was determined to be accounted for pursuant to the provisions of ASC 470 for troubled debt restructurings with related parties, ended the discounting of the note and the separate recording of an embedded derivative, as the note now bears interest and contains no identifiable embedded derivative. As such, the relief of the guarantee was recorded as an adjustment to equity in the accompanying financial statements. Additionally, as a result of this amendment, interest expense of $36,000 was accrued and treated as a reduction to equity during the nine months ended September 30, 2025.

 

Note Payable, Litigation Funding Agreement

 

On February 11, 2022, the Company entered into a nonrecourse litigation funding agreement (the “Agreement”) with Omni Bridgeway (Fund 4) Invt. 3 L.P. (“Omni”) related to an arbitration proceeding disclosed in Note 7. The Agreement provided for Omni to fund all costs related to the arbitration up to $1,000,000 in exchange for an assignment of a certain portion of rights to and interest in claims related to this arbitration. The agreement provided for specific calculations of the portion of any claims collected to be received by Omni with the remainder collectible by the Company. Additionally, the agreement provided for repayment of funded costs pursuant to the same multiple calculations in the event of a favorable outcome that does not include the collection of claims.

 

11

 

 

During July 2023, the arbitration was settled. As a result of the ruling disclosed in Note 7, the liability became probable and reasonably estimable, and the Company recorded the full liability due to Omni as of December 31, 2023. This liability consists of expenses funded by Omni of $933,065, including $310,000 advanced for working capital, and related fees or investment return to Omni calculated as contractual multiples of funding totaling $1,886,131 as of December 31, 2023 for a total liability of $2,819,196. This agreement bore interest at 5% per annum beginning January 2024 and was payable in full on January 10, 2025. The Company accrued interest related to the Agreement of $37,400 during the nine and three months ended September 30, 2025.

 

The Company began negotiations for settlement of this Agreement during 2024 and on May 9, 2025, the Company entered into a Settlement Agreement and Release with our JV partner in NetCo, C.P. Group, and Omni whereby our interest in NetCo was sold in exchange for funds of $1,300,000 which were paid directly to Omni by CP Group in full settlement and release of all liabilities related to the Litigation Funding Agreement.

 

Bridge Loan

 

In February 2025, Jan Loeb, Executive Chairman, began advancing funds to the Company for operating expenses in the form of an interim bridge loan until alternate funding sources can be found. The Company is accruing interest at 10% per annum for these advances. The total advanced during the nine months ended September 30, 2025 was $135,980. Interest expense related to these advances was $5,984 and $4,532, respectively, during the nine and three months ended September 30, 2025.

 

Convertible Debt

 

In April 2024, the Company borrowed $100,000 from unrelated parties pursuant to convertible debt agreements accounted for as debt. These agreements bear interest at 10% per annum and mature December 30, 2025. The unpaid principal balance of these notes and any accrued interest may be converted into shares of the Company’s common stock at a conversion price of $0.13 per share. Interest expense related to these agreements was $8,321 and $2,850, respectively, during the nine and three months ended September 30, 2025.

 

NOTE 5—EQUITY

 

(a) General

 

At September 30, 2025 and December 31, 2024, the Company had issued 50,316,672 shares and had 46,881,475 shares of its common stock outstanding with a par value $0.01 per share. Holders of outstanding common stock are entitled to receive dividends when, as and if declared by the Board and to share ratably in the assets of the Company legally available for distribution in the event of a liquidation, dissolution or winding up of the Company.

 

(b) Summary Employee Option Information

 

The Company’s stock option plan provides for the grant to officers, directors, third party contractors and other future key employees of options to purchase shares of common stock. The purchase price may be paid in cash or, if the option is “in-the-money”, it is automatically exercised “net”. In a net exercise of an option, the Company does not require a payment of the exercise price of the option from the optionee but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Each option is exercisable to one share of the Company’s common stock. Most options expire within nine years from the date of the grant and generally vest on the first anniversary date of their issuance. Pursuant to the Equity Incentive Plan the Company’s board of directors approved on November 12, 2018, an aggregate of 6,360,000 options have been issued to directors and investor relations professionals as of September 30, 2025.

 

The Company utilized the Black-Scholes option-pricing model to estimate fair value, utilizing the following assumptions for the options issued during the nine months ended September 30, 2024 (all in weighted averages):

 

   Nine Months Ended 
   September 30, 2024 
Risk-free interest rate   4.3%
Expected term of options, in years   5.09 
Expected annual volatility   116.9%
Expected dividend yield   0%
Determined weighted average grant date fair value per option  $0.06 

 

No options were issued during the nine months ended September 30, 2025.

 

The expected term of the options represents an estimate of the length of time until the expected date of exercising the options. Options granted have a maximum life of 7 years. With respect to determining expected exercise behavior, the Company has grouped its option grants into certain groups to track exercise behavior and establish historical rates. The Company estimated volatility by considering historical stock volatility over the expected term of the option. The risk-free interest rates are based on the U.S. Treasury yields for a period consistent with the expected term. The dividend yield of 0% is based on the Company’s history and expectation of dividend payout. The Company has not paid and does not anticipate paying dividends in the near future.

 

12

 

 

(c) Summary Option Information

 

A summary of the Company’s option plans for the nine months ended September 30, 2025, is presented below (unaudited):

 

   Number   Weighted 
   of   Average 
   Options   Exercise 
   (in shares)   Price 
Outstanding, December 31, 2024   6,360,000   $0.14 
Granted   -    - 
Outstanding, September 30, 2025   6,360,000   $0.14 
Exercisable, September 30, 2025   6,360,000   $0.14 

 

Stock-based compensation expense was $8,838 and $0 in the nine and three months ended September 30, 2025, respectively.

 

The total compensation cost related to non-vested awards not yet recognized was approximately $27,000 as of September 30, 2024. As of September 30, 2024, 600,000 options were unvested. These options vested in April 2025. There was no unrecognized compensation cost related to non-vested awards as of September 30, 2025.

 

(d) Warrants

 

The Company issued warrants at exercise prices equal to or greater than the market value of the Company’s common stock at the date of issuance. A summary of warrant activity follows (unaudited):

 

   Number of   Weighted 
   shares   Average 
   underlying   Exercise 
   warrants   Price 
Outstanding, December 31, 2024   3,000,000   $0.12 
Granted   -    - 
Exercised   -    - 
Forfeited or expired   (3,000,000)   0.12 
Outstanding, September 30, 2025   -   $- 

 

The warrant agreements were amended on May 12, 2023 to extend the expiration date to June 28, 2025. The warrants expired on June 28, 2025.

 

13

 

 

NOTE 6—INCOME TAXES

 

The Company’s income tax provision differs from the expense that would result from applying statutory rates to income (loss) before taxes. A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows (unaudited):

 

   Amount   Tax Rate   Amount   Tax Rate 
   Nine Months Ended September 30, 
   2025   2024 
   Amount   Tax Rate   Amount   Tax Rate 
Computed tax at the federal statutory rate of 21%  $517,252    21.00%  $(269,142)   21.00%
State income taxes, net of federal income tax benefit   107,145    4.35%   (55,751)   4.35%
Change in federal valuation allowance   (268,022)   (10.88)%   349,785    (27.29)%
Permanent difference - relief of indebtedness income   (356,375)   (14.47)%   -    0.00%
Foreign rate differential   -    0.00%   (24,892)   1.94%
Total provision for income tax  $-    0.00%  $-    0.00%

 

   Amount   Tax Rate   Amount   Tax Rate 
   Three Months Ended September 30, 
   2025   2024 
   Amount   Tax Rate   Amount   Tax Rate 
Computed tax at the federal statutory rate of 21%  $(17,468)   21.00%  $(164,616)   21.00%
State income taxes, net of federal income tax benefit   (3,618)   4.35%   (34,099)   4.35%
Change in federal valuation allowance   21,086    (25.35)%   206,768    (26.38)%
Foreign rate differential   -    0.00%   (8,053)   1.03%
Total provision for income tax  $-    0.00%  $-    0.00%

 

NOTE 7—COMMITMENTS AND CONTINGENCIES

 

The Company was the claimant in an arbitration proceeding against their 50% partner in NetCo. Arbitration proceedings concluded during 2022 and the arbitrator rendered a decision in July 2023. The arbitrator ruled against the Company on certain key issues of the arbitration and in the Company’s favor on two key issues of the arbitration.

 

As a result of this ruling, the costs related to the litigation funding agreement disclosed in Note 4 were recognized and a total liability of $2,819,196 was recorded. In May 2025 the Company’s interest in NetCo was sold in exchange for funds of $1,300,000 which were paid directly to Omni by CP Group in full settlement and release of all liabilities related to the Litigation Funding Agreement.

 

NOTE 8—SUBSEQUENT EVENTS

 

The Company evaluated subsequent events through the date these financial statements were available to be issued and filed with the SEC.

 

In October 2025, the Company borrowed additional funds totaling $20,388 from the Executive Chairman pursuant to the interim bridge loan disclosed in Note 4.

 

14

 

 

NOVELSTEM INTERNATIONAL CORP.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Statements in the following discussion and throughout this Form 10-Q that are not historical in nature are “forward-looking statements.” You can identify forward-looking statements by the use of words such as “expect,” “anticipate,” “estimate,” “may,” “will,” “should,” “intend,” “believe,” and similar expressions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such statements are inherently subject to risk and we can give no assurances that our expectations will prove to be correct. Actual results could differ from those described in this Form 10-Q because of numerous factors, many of which are beyond our control. We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect actual outcomes.

 

Overview

 

We are a development stage company and reported net income (losses) of approximately $2,469,000 and $(3,070,000) for the nine months ended September 30, 2025 and 2024, respectively, and $(77,000) and $(2,464,000), for the three months ended September 30, 2025 and 2024. We had current assets of approximately $15,000 and current liabilities of $2,067,000 as of September 30, 2025. As of December 31, 2024, our current assets and current liabilities were approximately $32,000 and $5,304,000, respectively. The decrease in current liabilities is primarily due to the settlement of our litigation funding agreement with Omni in conjunction with the sale of our JV interest in NetCo.

 

We have prepared our financial statements for the nine months ended September 30, 2025 assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon our ability to work with Yissum to monetize the former NewStem license agreement and intangible assets and the continuing financial support from our shareholders as well as obtaining additional outside funding. Our sources of capital in the past have included the sale of equity and our equity securities, which include common stock sold in private transactions, large alternative minimum tax refunds, and related party debt as well as debt from unrelated parties.

 

NewStem was a development stage Israeli biotech limited liability company focused on pioneering intellectual property related to haploid human embryonic stem cells for the development of personalized diagnostics and therapeutics for genetic and epigenetic diseases. NewStem incurred losses related to in process research and development since inception and the Company recorded our percentage allocation of these net losses as incurred. NewStem liquidated in August 2025, and we have recorded a full impairment loss on our investment in NewStem.

 

RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto and other financial information appearing elsewhere in this Form 10-Q. In the discussion below, general and administrative expenses are referred to as “G&A expenses”.

 

   Nine Months Ended
September 30,
   Three Months Ended
September 30,
 
   2025   2024   Change   2025   2024   Change 
                         
Administrative fee income  $-   $9,000   $(9,000)  $-   $3,000   $(3,000)
Operating expenses:                              
General and administrative expenses   198,007    893,887    (695,880)   39,469    566,551    (527,082)
Total operating expenses   198,007    893,887    (695,880)   39,469    566,551    (527,082)
Loss from operations   (198,007)   (884,887)   686,880    (39,469)   (563,551)   524,082 
Other (income) expenses:                              
Gain on derivative instrument   -    90,000    (90,000)   -    115,000    (115,000)
Gain on disposal of equity method investment   (1,171,760)   -    (1,171,760)   -    -    - 
Relief of indebtedness income   (1,697,024)   -    (1,697,024)   -    -    - 
Interest expense   207,672    306,742    (99,070)   43,711    105,336    (61,625)
Total other (income) expenses   (2,661,112)   396,742    (3,057,854)   43,711    220,336    (176,625)
Income (loss) before income taxes   2,463,105    (1,281,629)   3,744,734    (83,180)   (783,887)   700,707 
Provision for income tax   -    -    -    -    -    - 
Income (loss) before equity in net income (loss) of equity method investees   2,463,105    (1,281,629)   3,744,734    (83,180)   (783,887)   700,707 
Equity in net income (loss) of equity method investees   640    (159,741)   160,381    300    (51,578)   51,878 
Impairment of equity method investee, NewStem   5,432    (1,628,657)   1,634,089    5,432    (1,628,657)   1,634,089 
Net income (loss)  $2,469,177   $(3,070,027)  $5,539,204   $(77,448)  $(2,464,122)  $2,386,674 

 

We are a holding company whose primary asset currently is our right to the monetization of the former NewStem license now held by Yissum. We currently conduct no other business and as a result, we have no operating revenue or cost of revenue. We did charge annual administrative fees to an affiliated entity through the year ended December 31, 2024.

 

The Company incurs G&A expenses primarily related to professional fees, insurance and stock-based compensation. We incurred G&A expenses of approximately $198,000 and $894,000 for the nine months ended September 30, 2025 and 2024, respectively. Specifically, professional fees decreased by approximately $169,000 in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to a decrease in legal fees and audit fees for NewStem. We incurred a bad debt expense during the nine months ended September 30, 2025 of approximately $9,500 for the write off of uncollectible administrative fees compared to bad debt expense for the write off of notes receivable from NewStem of $500,000 during the nine months ended September 30, 2024. We had reductions in insurance expense and stock compensation of approximately $15,000 and $22,000, respectively. Other miscellaneous G&A expenses increased by approximately $500.

 

We incurred G&A expenses of approximately $39,000 and $566,000 for the three months ended September 30, 2025 and 2024, respectively. Specifically, professional fees decreased by approximately $21,000 in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to a decrease in legal fees and audit fees for NewStem. We had reductions in stock compensation of approximately $9,000. We incurred a bad debt expense for the write off of notes receivable from NewStem of $500,000 during the three months ended September 30, 2024. And other miscellaneous G&A expenses increased by approximately $3,000 during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024.

 

15

 

 

Interest expense decreased by approximately $99,000 and $62,000 in the nine and three months ended September 30, 2025 as compared to the nine and three months ended September 30, 2024 due to the settlement of the Omni litigation funding agreement.

 

The Company has recorded no income tax expense as we have incurred operating losses until the current period during which loss carryforwards are being utilized and all deferred tax assets are fully offset by an income tax valuation allowance.

 

We reported net income from equity method investees during the nine and three months ended September 30, 2025 which consists of income from NetCo of $640 and $300, respectively.

 

We reported net losses from equity method investees during the nine and three months ended September 30, 2024 which included losses from NetCo of $4,164 and $1,244 and losses from NewStem of $155,577 and $50,334, respectively.

 

We reported impairment expense of $1,628,657 related to our investment in NewStem in the nine and three months ended September 30, 2024 and a reduction or recovery of impairment expense related to cash received in the liquidation of NewStem of $5,432 in the nine and three months ended September 30, 2025.

 

Liquidity and Capital Resources

 

We have not paid dividends on our common stock since our name change and business focus shift in 2018. Our present policy is to apply cash to potential acquisitions; consequently, we do not expect to pay dividends on common stock in the foreseeable future.

 

The Company will need to obtain additional funds to continue its operations. Management’s plans with regard to these matters include fundraising until our interest in NewStem’s technology is profitable. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient cash from financing on terms acceptable to the Company, or that NewStem’s technology will be monetized and become profitable.

 

In May 2022, the Company entered into note agreements with Jan Loeb, our Executive Chairman and Jerry Wolasky, a member of the Board, to borrow up to an aggregate of $600,000 for working capital needs. The note agreements were amended in March 2024 to increase the total borrowing to $650,000 and extend the maturity date. The agreements provide for interest at a rate of 10% per annum and mature September 1, 2025. As of the date of this Quarterly Report, the full amount of $650,000 has been funded pursuant to these agreements.

 

During the year ended December 31, 2023, the Company entered into a note agreement with a shareholder to borrow $300,000 for continued working capital. This note bore interest at zero percent (0%) and matured on May 5, 2025. The note included a guarantee which was identified as an embedded derivative with a fair value of a liability of $650,000 at December 31, 2024. This note was amended in May 2025 to provide for fixed interest, remove the guarantee and extend the maturity date to September 30, 2025. This note was amended for a second time in October 2025 to extend the maturity date to December 31, 2026.

 

In December 2023, the Company entered into two short-term notes payable with unrelated parties for a total of $250,000 in borrowings utilized for the funding of NewStem. The notes bear interest at 12% per annum and mature December 21, 2025, at which time all principal and accrued interest are due and payable. The note agreements include a provision whereby, in the event of a capital raise transaction by the Company, the note holders would be entitled to participate in the transaction in an amount equal to 133% of the amounts owed on the note agreements at the closing of the transaction.

 

16

 

 

In April 2024, the Company borrowed $100,000 from unrelated parties pursuant to convertible debt agreements accounted for as debt.

 

During the nine months ended September 30, 2025, the Company borrowed $135,980 from the executive chairman in the form of an interim bridge loan until alternate funding sources can be found. The Company is accruing interest at 10% per annum for these advances.

 

On May 9, 2025 the Company sold its interest in NetCo to its JV partner for $1,300,000 which was paid directly to Omni in full settlement of all liabilities related to the litigation funding agreement totaling $2,959,625.

 

Net Cash Used In Operating Activities.

 

For the nine months ended September 30, 2025, net cash used in operating activities was approximately $141,000, which consisted primarily of net income of approximately $2,469,000, offset by noncash disposal of equity method investment of approximately $1,171,000, relief of indebtedness income of approximately $1,697,000, stock-based compensation of approximately $9,000, accretion of discount on notes payable of approximately $60,000 and interest added to notes payable of approximately $146,000. Additionally, cash was used in operations related to decrease in current assets of approximately $11,000 and a net increase in total accrued liabilities and accounts payables of approximately $32,000.

 

For the nine months ended September 30, 2024, net cash used in operating activities was approximately $233,000, which consisted primarily of a net loss of approximately $3,070,000, offset by noncash equity in loss of equity method investees of approximately $160,000, accretion of discount on notes payable of approximately $133,000, stock based compensation of approximately $31,000 and interest added to notes payable of approximately $78,000 and reduced by gain on derivative instrument of $90,000. Additionally, cash was used in operations related to an increase in current assets of approximately $9,000 and an increase in accrued liabilities and other payables of approximately $207,000.

 

Net Cash Used In Investing Activities.

 

During the nine months ended September 30, 2024, $250,000 was loaned to NewStem in an investing activity. For the nine months ended September 30, 2025, no net cash was used in investing activities.

 

Net Cash Provided By Financing Activities.

 

For the nine months ended September 30, 2025, net cash provided by financing activities was approximately $136,000, consisting of short-term borrowings from the executive chairman.

 

For the nine months ended September 30, 2024, net cash provided by financing activities was $375,000, consisting of long-term borrowings from two directors and a significant stockholder totaling $275,000 and short term borrowings of $100,000.

 

17

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

This section is not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our Principal Executive Officer and Chief Financial Officer conducted an evaluation of our controls and procedures. We have identified material weaknesses in our internal control and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

 

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. We have re-evaluated our internal control over financial reporting and our disclosure controls and procedures and concluded that they were not effective as of September 30, 2025 and we concluded there was a material weakness in the design of our internal control over financial reporting as it relates to insufficient resources to employ proper segregation of duties over the processing of transactions and financial reporting.

 

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

18

 

 

PART II

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company has no ongoing legal proceedings.

 

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

  (a) Not applicable.
     
  (b) Not applicable.
     
  (c) Not applicable.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

#10.13   1st Amendment to Promissory Note issued to Stephen Gans
#10.14   Bridge Note issued to Jan Loeb
#10.15  

2nd Amendment to Promissory Note issued to Stephen Gans

#31.1   Certification of Principal Executive Officer and Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#32.1   Certification of Principal Executive Officer and Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

# This exhibit is filed or furnished herewith.

 

19

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  NOVELSTEM INTERNATIONAL CORP.
     
Date: November 12, 2025 By: /s/ Jan Loeb
  Name: Jan Loeb
  Title: Executive Chairman

 

20

 

 

 

FAQ

What were NovelStem (NSTM) Q3 2025 year-to-date results?

For the nine months ended September 30, 2025, NovelStem reported net income of $2,469,177, reversing a loss in the prior year.

What drove NovelStem’s profit in 2025?

Results were driven by $1,697,024 relief of indebtedness income and a $1,171,760 gain from disposing of its NetCo stake.

How is NovelStem’s liquidity position?

At September 30, 2025, cash was $627 with $2,067,209 in current liabilities, indicating tight liquidity.

Did NovelStem settle the litigation funding agreement?

Yes. The company sold its NetCo interest for $1,300,000, paid directly to Omni Bridgeway, fully settling the liability previously totaling $2,959,625.

What are the key risks disclosed by NovelStem (NSTM)?

The company disclosed substantial doubt about going concern and material weaknesses in internal control over financial reporting.

Does NovelStem have potential future inflows from NewStem assets?

An agreement provides for up to $3,750,000 from monetizing former NewStem licenses, with amounts and timing uncertain.

How many shares are outstanding for NovelStem (NSTM)?

Common shares outstanding were 46,881,475 as of November 12, 2025.
Novelstem Intl Corp

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