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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 16, 2026
SHF
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40524 |
|
86-2409612 |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303) 431-3435
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Class
A Common Stock, $0.0001 par value per share |
|
SHFS |
|
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share |
|
SHFSW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
2.02. Results of Operations and Financial Condition.
On
April 16, 2026,
SHF Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the
fiscal year and fourth quarter ended December
31, 2025.
The
information contained in this Item 2.02 and Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing. The furnishing of the information in this Item 2.02 and Exhibit 99.1 of this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or
that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly
available.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated April 16, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
SHF
HOLDINGS, INC. |
| |
|
|
| Date:
April 16, 2026 |
By: |
/s/
Terrance Mendez |
| |
|
Terrance
Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit
99.1
Safe
Harbor Financial Fourth Quarter and Full Year 2025 Results, Highlighting Sequential 12% Sales Growth, Balance Sheet Transformation and
Operational Progress
| - | Eliminated
substantially all of the Company’s debt, ended the year with $6.8 million in Cash and
$8.2 million of Stockholders’ Equity. |
| - | Fourth
Quarter Revenue increased 12% sequentially, and Fourth Quarter Net Loss was $0.6 million
including a $0.5 million success-based employee bonus expense. |
| - | Updated
and extended agreement with Partner Colorado Credit Union (“PCCU”) through 2031;
expected to increase cash flow by over $10 million over the period, driving a 70%
increase in loan program revenue in the fourth quarter versus the third quarter. |
DENVER,
CO (April 16, 2026) – SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or “the
Company”) (NASDAQ: SHFS), a leading fintech platform serving the banking, lending, and financial services needs of the regulated
cannabis and hemp industries, today announced its financial results for the fourth quarter and full year ended December 31, 2025.
Balance
Sheet Transformation and Highlights
| | |
December
31, 2025
| | |
September
30, 2025
(Unaudited) | | |
December
31, 2024 | |
| Cash and cash equivalents | |
$ | 6,779,040 | | |
$ | 861,722 | | |
$ | 2,324,647 | |
| Total Assets | |
$ | 17,207,024 | | |
$ | 13,664,414 | | |
$ | 13,218,287 | |
| Total Debt and Forward Purchase Liability | |
$ | - | | |
$ | - | | |
$ | 18,313,753 | |
| Total Liabilities | |
$ | 8,971,116 | | |
$ | 6,667,803 | | |
$ | 25,506,301 | |
| Total Stockholders’ Equity (Deficit) | |
$ | 8,235,908 | | |
$ | 6,996,611 | | |
$ | (12,288,014 | ) |
| Working Capital (Deficit) | |
$ | 5,698,858 | | |
$ | 5,766,174 | | |
$ | (983,833 | ) |
| ● | Eliminated
substantially all of the Company’s $18 million in debt and raised $6.7 million
in new capital in the September 30, 2025 recapitalization. |
| | | |
| ● | Stockholders’
equity was positive $8.2 million at December 31, 2025, a $20.5 million improvement
compared to ($12.3) million at December 31, 2024. |
| | | |
| ● | $6.8
million of cash and cash equivalents at December 31, 2025, an increase of $4.5 million
compared to $2.3 million at December 31, 2024. |
| | | |
| |
● |
Liabilities
at December 31, 2025 include approximately $3.0 million of non-cash liabilities, and are offset by approximately $3.1 million in
non-cash contract assets, which are both related to the indemnification of loan losses under the Second
Amended and Restated Commercial Alliance Agreement with PCCU. This agreement was effective October 1, 2025. |
Fourth Quarter 2024 and 2025,
Third Quarter 2025, and Full Year Income Statement Highlights
| | |
Three Months Ended (Unaudited) | | |
Year Ended | |
| | |
December 31,
2025 | | |
September 30,
2025 | | |
December 31,
2024 | | |
December 31,
2025 | | |
December 31,
2024 | |
| Total Revenue | |
$ | 2,062,076 | | |
$ | 1,833,770 | | |
$ | 3,671,596 | | |
$ | 7,673,532 | | |
$ | 15,242,560 | |
| Total Operating Expenses | |
$ | 3,281,503 | | |
$ | 3,051,016 | | |
$ | 11,565,095 | | |
$ | 13,072,742 | | |
$ | 22,334,046 | |
| Operating Loss | |
$ | (1,219,427 | ) | |
$ | (1,217,246 | ) | |
$ | (7,893,499 | ) | |
$ | (5,399,210 | ) | |
$ | (7,091,486 | ) |
| Net (loss) income | |
$ | (582,592 | ) | |
$ | 179,508 | | |
$ | (51,664,495 | ) | |
$ | (2,160,998 | ) | |
$ | (48,319,475 | ) |
Fourth
Quarter 2025 Financial Summary
| ● | Revenue
was approximately $2.1 million in the fourth quarter 2025, a 12% increase compared
to approximately $1.8 million in the third quarter of 2025, and a 44% decline compared to the fourth quarter 2024. |
| ● | Loan
program income (formerly loan interest income) for the fourth quarter 2025 was approximately
$0.9 million, versus approximately $1.8 million for the fourth quarter 2024.
Fourth quarter 2025 loan program income increased approximately 70% compared to third quarter 2025 primarily
due to higher share of interest revenue under the Second Amended and Restated Commercial
Alliance Agreement, which was effective October 1, 2025. |
| ● | Operating
expenses for the fourth quarter 2025 decreased 72% year over year to approximately $3.3 million,
compared to approximately $11.6 million in the fourth quarter 2024, and increased 8% compared
to approximately $3.1 million in the third quarter 2025. Fourth quarter 2025 operating
expenses include approximately $0.5 million of success-based employee bonus. Excluding
non-cash impairment of goodwill, intangibles, loan loss provisions, and amortization
of contract asset, operating expenses declined 9% to approximately $3.3 million
from approximately $3.7 million in the prior year period. |
| ● | Operating
loss was approximately ($1.2) million, compared to a loss of approximately ($7.9) million
in the fourth quarter 2024 and approximately ($1.2) million in the third quarter 2025. |
| ● | Net loss was approximately ($0.6) million for the fourth quarter 2025, compared to net income
of approximately $0.2 million in the third quarter 2025 and a loss of approximately ($51.7) million in the fourth quarter 2024. Fourth quarter 2025 results include approximately $0.5 million of success-based employee bonus. This compares to net income
of approximately $0.1 million in the fourth quarter 2024 when excluding non-cash write downs of deferred tax assets,
goodwill, and intangible assets totaling approximately $53.1 million, and a loan loss benefit of approximately $1.2 million. |
| ● | Adjusted
EBITDA(1) for the fourth quarter 2025 was approximately ($1.1) million,
compared to approximately $0.1 million for the fourth quarter 2024. |
Full
Year 2025 Financial Summary
| ● | Net
loss for the year ended December 31, 2025 was approximately ($2.2) million, compared
to a net loss of approximately ($48.3) million for the year ended December 31, 2024. |
| ● | Revenue
for the year ended December 31, 2025 was approximately $7.7 million, compared to approximately
$15.2 million for the year ended December 31, 2024. |
| ● | Operating
expenses decreased 41% for the year ended December 31, 2025 to approximately $13.1 million,
compared to approximately $22.3 million for the year ended December 31, 2024. |
| ● | Loan
program income for the year ended December 31, 2025 was approximately $2.5 million for the
year ended December 31, 2025 versus approximately $6.6 million for the year ended
December 31, 2024. |
| ● | Adjusted
EBITDA(1) for the year ended December 31, 2025 was approximately ($3.9) million,
compared to Adjusted EBITDA(1) of approximately $2.9 million for the year ended
December 31, 2024. |
| (1) | Adjusted
EBITDA is a non-GAAP financial metric. A reconciliation of non-GAAP to GAAP measures is included
at the end of this earnings release. |
Operational
and Governance Summary
| Item |
|
Status
today |
|
Prior
Status |
| PCCU
CAA Term |
|
Extended
through 2031 |
|
Expired
2029 |
| |
|
|
|
|
| Loan
Program Income Share |
|
Up
to 65% |
|
35% |
| |
|
|
|
|
| Asset
Hosting Fee |
|
23%
reduction with graduated calculation, saves approximately $0.2M annually |
|
Fixed
calculation at 1.0% below $130M and 1.3% above $130M |
| |
|
|
|
|
| Board
of Directors |
|
5
members; PCCU has no appointment rights |
|
7
members; PCCU had appointment rights |
| |
|
|
|
|
| Senior
Financial Leadership |
|
CEO/CFO
and Principal Accounting Officer with significant Big 4 and public company experience |
|
N/A |
“When we released our preliminary
results, we could confirm the strategic wins but not all of the final numbers for the year ended December 31, 2025. Now
that our audit is complete, the full picture is clear and it validates what we said in the preliminary release,” said Terrance
Mendez, Chief Executive Officer. “We eliminated $18 million of our debt, returned stockholders’ equity to positive $8.2 million
from a stockholders’ deficit of $12.3 million, and we ended the year with $6.8 million in cash and cash equivalents.
Mr.
Mendez continued, “Loan program income increased 70% sequentially in the fourth quarter, and total revenue grew 12% from
Q3 2025 to Q4 2025 while operating expenses declined 10% (after excluding a success-based employee bonus). This
is the operating leverage inflection we have been building toward. We’ve also expanded beyond core banking and lending through
the launch of insurance, payments, and consulting solutions, because we believe the most durable cannabis fintech platform is one that
serves operators across their entire financial lifecycle.”
“With a clean balance sheet, a
financial institution agreement extended through 2031 at nearly double our prior share of loan program income, and new
revenue lines, we enter 2026 in a fundamentally different financial position than we have been in at any point in our recent history.”
For
more information on the Company’s year ended December 31, 2025 financial results, please refer to our Form 10-K filed with the
U.S. Securities & Exchange Commission (the “SEC”) and accessible at www.sec.gov.
About
Safe Harbor:
Safe Harbor is a financial platform delivering smarter banking, lending, payments and business services tailored
to how the cannabis industry actually operates. As one of the original pioneers of compliant cannabis banking in the U.S., Safe Harbor
has facilitated more than $26 billion in cannabis-related transactions across 41 states and territories. Through its proprietary Cannabis
Banking Solutions™ Platform and network of regulated financial institution partners, Safe Harbor empowers cannabis operators to
gain clarity, control and confidence in their financial operations. From daily banking to long-term growth, Safe Harbor provides real
solutions and personal support built exclusively for cannabis. Safe Harbor is a financial technology company, not a bank. Banking services
are provided by our partner financial institutions. For more information, visit www.SHFinancial.org.
Cautionary
Statement Regarding Forward-Looking Statements:
Certain
information contained in this press release may contain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements
and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking statements may
include, but are not limited to, statements with respect to trends in the cannabis industry, including proposed changes in U.S. and state
laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s growth prospects and Safe Harbor’s
market size; Safe Harbor’s projected financial and operational performance, including relative to its competitors and historical
performance; success or viability of new product and service offerings Safe Harbor may introduce in the future; the impact volatility
in the capital markets, which may adversely affect the price of Safe Harbor’s securities; the outcome of any legal proceedings
that have been or may be brought by or against Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would,” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors,
including those described from time to time in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor
undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this
press release.
Safe
Harbor Investor Relations Contact:
ir@SHFinancial.org
Safe
Harbor Media Relations Contact:
safeharbor@kcsa.com
SHF
Holdings, Inc.
CONSOLIDATED
BALANCE SHEETS
| | |
December 31, 2025 | | |
December 31, 2024 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 6,779,040 | | |
$ | 2,324,647 | |
| Accounts receivable – trade | |
| 31,376 | | |
| 134,609 | |
| Accounts receivable – related party | |
| 1,009,483 | | |
| 968,023 | |
| Accounts receivable | |
| 1,009,483 | | |
| 968,023 | |
| Prepaid expenses | |
| 862,400 | | |
| 659,536 | |
| Accrued interest receivable | |
| - | | |
| 16,319 | |
| Forward purchase receivable | |
| - | | |
| 4,584,221 | |
| Loans receivable, net | |
| - | | |
| 13,332 | |
| Contract asset | |
| 516,283 | | |
| - | |
| Other current assets | |
| 3,000,000 | | |
| 3,000,000 | |
| Total Current Assets | |
| 12,198,582 | | |
| 11,700,687 | |
| Long-term loans receivable, net | |
| - | | |
| 378,854 | |
| Operating lease right to use assets | |
| 547,186 | | |
| 703,524 | |
| Investment in preferred securities | |
| 1,450,000 | | |
| - | |
| Prepaid expenses | |
| 414,329 | | |
| 412,500 | |
| Contract asset | |
| 2,581,417 | | |
| - | |
| Other assets | |
| 15,510 | | |
| 22,722 | |
| Total Assets | |
$ | 17,207,024 | | |
$ | 13,218,287 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 189,828 | | |
$ | 140,723 | |
| Accounts payable-related party | |
| 171,365 | | |
| 75,608 | |
| Accounts payable | |
| 171,365 | | |
| 75,608 | |
| Accrued expenses | |
| 1,310,463 | | |
| 1,301,378 | |
| Deferred revenue | |
| 15,415 | | |
| 28,335 | |
| Lease liabilities | |
| 181,963 | | |
| 161,952 | |
| Senior secured promissory note | |
| - | | |
| 255,765 | |
| Deferred consideration | |
| 3,000,000 | | |
| 3,338,343 | |
| Forward purchase derivative liability | |
| - | | |
| 7,309,580 | |
| Stand-ready guarantee liability | |
| 711,667 | | |
| - | |
| Financial indemnification liability | |
| 433,968 | | |
| - | |
| Other current liabilities | |
| 485,055 | | |
| 72,836 | |
| Total Current Liabilities | |
| 6,499,724 | | |
| 12,684,520 | |
| Warrant liabilities | |
| 39,620 | | |
| 1,360,491 | |
| Senior secured promissory note | |
| - | | |
| 10,748,408 | |
| Stand-ready guarantee liability | |
| 1,245,416 | | |
| - | |
| Financial indemnification liability | |
| 657,804 | | |
| - | |
| Lease liabilities | |
| 528,552 | | |
| 712,882 | |
| Total Liabilities | |
| 8,971,116 | | |
| 25,506,301 | |
Commitment and Contingencies (Note 20) | |
| - | | |
| - | |
Stockholders’ Equity (Deficit) | |
| | | |
| | |
| Convertible preferred stock, $.0001 par value, 1,250,000 shares authorized, 111 and 111 shares issued and outstanding on December 31, 2025, and December 31, 2024, respectively | |
| - | | |
| - | |
| Series B Convertible Preferred Stock, 35,000 authorized, shares, par value $.0001, 30,808 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024 | |
| 3 | | |
| - | |
| Class A Common Stock, $.0001 par value, 1 billion and 130 million shares authorized, 4,281,523 and
2,783,666 issued and outstanding at December 31, 2025, and December 31, 2024, respectively | |
| 428 | | |
| 278 | |
| Additional paid-in capital | |
| 131,152,020 | | |
| 108,467,253 | |
| Accumulated deficit | |
| (122,916,543 | ) | |
| (120,755,545 | ) |
| Total Stockholders’ Equity (Deficit) | |
$ | 8,235,908 | | |
$ | (12,288,014 | ) |
| Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 17,207,024 | | |
$ | 13,218,287 | |
SHF
Holdings, Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
For The Year Ended December 31, | |
| | |
2025 | | |
2024 | |
| Revenue | |
$ | 7,673,532 | | |
$ | 15,242,560 | |
| | |
| | | |
| | |
| Operating expenses | |
| | | |
| | |
| Compensation and employee benefits | |
| 6,266,317 | | |
| 7,783,331 | |
| General and administrative expenses | |
| 3,294,275 | | |
| 4,018,094 | |
| Professional services | |
| 3,328,222 | | |
| 2,518,394 | |
| Lease expense | |
| 232,773 | | |
| 258,477 | |
| Amortization of contract asset | |
| 129,072 | | |
| - | |
| Credit loss (benefit) expense | |
| (177,917 | ) | |
| (1,393,131 | ) |
| Impairment of goodwill | |
| - | | |
| 6,058,000 | |
| Impairment of long-lived intangible assets | |
| - | | |
| 3,090,881 | |
| Total operating expenses | |
| 13,072,742 | | |
| 22,334,046 | |
| Operating loss | |
| (5,399,210 | ) | |
| (7,091,486 | ) |
| Other (income) expenses | |
| | | |
| | |
| Interest expense | |
| (492,643 | ) | |
| (533,390 | ) |
| Change in fair value of warrant liabilities | |
| 1,320,871 | | |
| 2,803,638 | |
| Gain on extinguishment of forward purchase derivative | |
| 3,336,213 | | |
| - | |
| Costs incurred to secure financing | |
| (987,621 | ) | |
| - | |
| Discount on common stock sold pursuant to the ELOC | |
| (76,553 | ) | |
| - | |
| Change in the fair value of deferred consideration | |
| 79,475 | | |
| 361,449 | |
| Total other income | |
| 3,179,742 | | |
| 2,631,697 | |
| Net loss before provision (benefit) for income taxes | |
| (2,219,468 | ) | |
| (4,459,789 | ) |
| Provision (benefit) for income taxes | |
| (58,470 | ) | |
| 43,859,686 | |
| Net loss | |
| (2,160,998 | ) | |
| (48,319,475 | ) |
| Deemed dividend on Series B Preferred Stock redemption | |
| (241,435 | ) | |
| - | |
| Net loss attributable to common stockholders | |
$ | (2,402,433 | ) | |
$ | (48,319,475 | ) |
| Weighted average shares outstanding, basic and diluted | |
| 2,921,648 | | |
| 2,772,867 | |
| Basic and diluted net loss per share | |
$ | (0.82 | ) | |
$ | (17.43 | ) |
Earnings
Before Interest Taxes Depreciation and Amortization (EBITDA) and Adjusted EBITDA
“EBITDA”
is defined as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization. “Adjusted
EBITDA” is further adjusted to exclude non-cash, unusual, and infrequent items that management does not consider reflective of
the Company’s core operating performance.
We
present EBITDA and Adjusted EBITDA because management uses these measures to evaluate operating performance, develop forward-looking
operating plans, and make strategic decisions regarding resource allocation. We believe these measures provide useful supplemental information
to investors evaluating our results in the same manner as management.
These
measures have material limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our
GAAP results. Specifically, although depreciation and amortization are non-cash charges, the underlying assets may require future replacement
and neither EBITDA nor Adjusted EBITDA reflects the associated capital expenditure requirements. In addition, neither measure reflects
changes in working capital needs or tax payments that may reduce cash available to the Company. Accordingly, these measures should be
considered alongside net income (loss) and other GAAP results.
A
reconciliation of net loss to EBITDA and Adjusted EBITDA is as follows:
| Year ended December 31, | |
2025 | | |
2024 | |
| Net loss | |
$ | (2,160,998 | ) | |
$ | (48,319,475 | ) |
| Interest expense | |
| 492,643 | | |
| 533,390 | |
| Amortization of prepaid consulting associated with Series B | |
| 59,857 | | |
| - | |
| Amortization of contract asset | |
| 129,072 | | |
| - | |
| Depreciation and amortization expense | |
| 3,155 | | |
| 711,929 | |
| Provision for income taxes (benefit) | |
| (58,470 | ) | |
| 43,859,686 | |
| EBITDA | |
| (1,534,741 | ) | |
| (3,214,470 | ) |
| Other adjustments: | |
| | | |
| | |
| Credit loss (benefit) expense | |
| (177,917 | ) | |
| (1,393,131 | ) |
| Change in the fair value of warrants | |
| (1,320,871 | ) | |
| (2,803,640 | ) |
| Deferred loan origination fees and costs | |
| - | | |
| (63,275 | ) |
| Change in the fair value of deferred consideration | |
| (79,475 | ) | |
| (361,449 | ) |
| Gain on extinguishment of forward purchase derivative | |
| (3,336,213 | ) | |
| - | |
| Costs incurred to secure financing | |
| 987,621 | | |
| - | |
| Discount on common stock sold pursuant to the ELOC | |
| 76,553 | | |
| - | |
| Stock based compensation | |
| 1,523,489 | | |
| 1,575,952 | |
| Goodwill and long-lived intangible assets impairment | |
| - | | |
| 9,148,881 | |
| Adjusted EBITDA | |
$ | (3,861,554 | ) | |
$ | 2,888,868 | |
| Three Months ended December 31, | |
2025 | | |
2024 | |
| Net loss | |
$ | (582,592 | ) | |
$ | (51,664,495 | ) |
| Interest expense | |
| 11,876 | | |
| 48,672 | |
| Amortization of prepaid consulting associated with Series B | |
| 59,857 | | |
| - | |
| Amortization of contract asset | |
| 129,072 | | |
| - | |
| Depreciation and amortization expense | |
| - | | |
| 160,573 | |
| Provision for income taxes (benefit) | |
| - | | |
| 43,804,107 | |
| EBITDA | |
| (381,787 | ) | |
| (7,651,143 | ) |
| Other adjustments: | |
| | | |
| | |
| Credit loss (benefit) expense | |
| (177,917 | ) | |
| (1,234,545 | ) |
| Change in the fair value of warrants | |
| (724,048 | ) | |
| (47,595 | ) |
| Deferred loan origination fees and costs | |
| - | | |
| (141,856 | ) |
| Change in the fair value of deferred consideration | |
| - | | |
| (34,190 | ) |
| Costs incurred to secure financing | |
| (1,216 | ) | |
| - | |
| Discount on common stock sold pursuant to the ELOC | |
| 76,553 | | |
| - | |
| Stock based compensation | |
| 143,609 | | |
| 24,029 | |
| Goodwill and long-lived intangible assets impairment | |
| - | | |
| 9,148,881 | |
| Adjusted EBITDA | |
$ | (1,064,806 | ) | |
$ | 63,581 | |
