[10-Q] SPECIFICITY, INC. Quarterly Earnings Report
Specificity, Inc. (SPTY) reported Q3 2025 results. Revenue was $260,050 with a net loss of $68,503, improving from a larger loss a year ago. For the nine months, revenue was $824,400 and net loss was $288,512.
Cash and cash equivalents were $30,467 at September 30, 2025, with a working capital deficit of $1,238,561. Management disclosed that these conditions raise substantial doubt about the company’s ability to continue as a going concern. The balance sheet shows total liabilities of $2,276,528 and a stockholders’ deficit of $(688,248).
Debt pressure is evident: $115,896 of working capital loans and a $218,888 convertible note (SPA1) were in default as of quarter‑end; a new $34,500 convertible note (SPA2) is due June 30, 2026. Convertible notes payable totaled $239,171 at September 30, 2025. The company has a Strata Purchase Agreement permitting purchases of up to $5,000,000 of registered common stock; no proceeds were received during the period. Common shares outstanding were 13,960,053 as of November 13, 2025.
- None.
- Going concern uncertainty disclosed due to low cash, cumulative losses, and a $1,238,561 working capital deficit.
- Debt defaults: $115,896 working capital loans and $218,888 convertible note (SPA1) in default at quarter‑end.
Insights
Liquidity remains tight with going concern and debt defaults.
Specificity, Inc. posted nine‑month revenue of
Debt pressures are material: working capital loans of
The 24‑month Strata Purchase Agreement permits up to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SPECIFICTY, INC.
TABLE OF CONTENTS
(UNAUDITED)
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 4 |
| Item 4. | Controls and Procedures | 4 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 5 |
| Item 1A. | Risk Factors | 5 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 5 |
| Item 3. | Defaults Upon Senior Securities | 5 |
| Item 4. | Mine Safety Disclosures | 5 |
| Item 5. | Other Information | 5 |
| Item 6. | Exhibits | 5 |
| Signatures | 6 | |
SPECIFICTY, INC.
INDEX TO FINANCIAL STATEMENTS
(UNAUDITED)
| Pages | |
| Balance Sheets as of September 30, 2025 and December 31, 2024 | F-2 |
| Statements of Operations for the three and nine month periods ended September 30, 2025 and 2024 | F-3 |
| Statement of Stockholders' Deficit for the three and nine month periods ended September 30, 2025 and 2024 | F-4 |
| Statement of Cash Flows for the three and nine month periods ended September 30, 2025 and 2024 | F-5 |
| Notes to the Financial Statements | F-6 |
F-1
SPECIFICITY, INC
BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)
| SEPTEMBER 30, | DECEMBER 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| NONCURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangibles, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Working capital funding loans | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued payroll, taxes, benefits and penalties | ||||||||
| Accrued interest payable - related party | ||||||||
| Convertible note payable, net of discount | ||||||||
| Related party advances | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Related party notes payable (Pickpocket) | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 12) | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, Series A, $ | ||||||||
| Preferred stock, Series B, $ | ||||||||
| Common stock, $ | ||||||||
| Stock subscription | - | ( | ) | |||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to the financial statements.
F-2
SPECIFICITY, INC
STATEMENT OF OPERATIONS
(EXPRESSED IN U.S. DOLLARS)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||
| SEPTEMBER 30, | SEPTEMBER 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of services | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Capital raise promotion expense | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Share-based compensation expense | - | - | ||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense: | ||||||||||||||||
| Interest expense | ( | ) | - | ( | ) | ( | ) | |||||||||
| Interest expense - related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on extinguishment of debt | - | - | - | ( | ) | |||||||||||
| Loss on termination of operating lease | - | - | - | ( | ) | |||||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | - | - | - | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
See accompanying notes to the financial statements.
F-3
SPECIFICITY, INC
STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN U.S. DOLLARS)
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Three Months Ended September 30, 2024) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, June 30, 2024 | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Common stock issued in connection with 506 offering | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued in exchange for services rendered | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, September 30, 2024 | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Nine Months Ended September 30, 2024) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2023 | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Common stock issued in partial convertible note conversion | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued in exchange for services rendered | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Common stock issued in connection with 506 offering | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, September 30, 2024 | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Three Months Ended September 30, 2025) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Common stock issued in exchange for services rendered | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued as compensation to employee | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||||||||||||||
| Preferred Stock, Series A | Preferred Stock, Series B | Common Stock | Paid-In | Subscription | Accumulated | |||||||||||||||||||||||||||||||||||
| (Nine Months Ended September 30, 2025) | Issued | Amount | Issued | Amount | Issued | Amount | Capital | Receivable | Deficit | Total | ||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Common stock issued in connection with 506 offering | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued in exchange for services rendered | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued as compensation to employee | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
See accompanying notes to the financial statements.
F-4
SPECIFICITY, INC
STATEMENTS OF CASH FLOWS
(EXPRESSED IN U.S. DOLLARS)
| NINE MONTHS ENDED | ||||||||
| SEPTEMBER 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization of intangibles | ||||||||
| Loss on extinguishment of debt | - | |||||||
| Loss on termination of operating lease | - | |||||||
| Share-based compensation expense | - | |||||||
| Changes in operating liabilities: | ||||||||
| Accounts receivable | - | |||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued liabilities | ( | ) | ||||||
| Accrued interest payable | ||||||||
| Deferred revenue | - | ( | ) | |||||
| Accrued interest payable - related party | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from working capital funding loans | - | |||||||
| Repayments of working capital funding loans | - | ( | ) | |||||
| Strata agreement working capital advances | - | |||||||
| Proceeds from convertible promissory note issuance | - | |||||||
| Advances from related party | ||||||||
| Repayments to related party | ( | ) | ( | ) | ||||
| Proceeds from sale of common stock (private placement) | ||||||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | ||||||
NINE MONTHS ENDED SEPTEMBER 30, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | $ | - | $ | - | ||||
| NON-CASH FINANCING ACTIVITIES: | ||||||||
| Common stock issued in exchange for services rendered | $ | $ | ||||||
| Common stock issued in partial convertible note conversion | $ | - | $ | |||||
| Common stock issued to employees as compensation | $ | $ | - | |||||
See accompanying notes to the financial statements.
F-5
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Specificity, Inc. (hereinafter referred to as the “Company”) was incorporated in the State of Nevada on November 25, 2020 (“Inception”). The Company’s principal headquarters is located at 8429 Lorraine Rd., Suite 377, Lakewood Ranch, FL 34202.
The Company is a full service digital marketing firm that delivers cutting-edge marketing solutions to identify and market in real-time to potential customers who are actively in the buying cycle. The Company’s digital marketing solutions focus on Business to Business (“B2B”) and Business to Consumer (“B2C”) consumer markets and give small and medium sized businesses a fair chance to capture online traffic. The Company’s underlying technology solution utilizes BiToS and Mobile Advertising Identifiers (MAIDs) to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. The Company also implements intuitive ad sequencing, audience ID technology, Artificial Intelligence (“AI”) integration, saturation modeling, conversion funneling, Customer Relationship Management (“CRM”) integration, traffic resolution, and comprehensive analytics reporting.
The Company’s digital marketing capabilities were acquired through organic development in-house and through its efforts as a tech incubator and early adopter of innovative marketing tools. The Company principally generates revenue from its primary digital marketing solution; however, it has three other digital marketing solutions for which development is in varying stages of completion and/or waiting to be deployed to the marketplace. Refer to Note 3 – Revenue from Contracts with Customers for additional discussion about our digital marketing solution offerings.
NOTE 2 – GOING CONCERN
The Company is a development stage corporation. The Company has performed an annual assessment of its ability to continue as a going concern as required under Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (“ASU No. 2014-15”) and concluded that the ability of the Company to continue as a going concern is dependent upon the Company’s ability to increase revenues and raise additional funds to implement its full business plan.
The Company’s unaudited
financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations
and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company has $
In the interim, the Company
raised capital through short term bridge loans and also entered into a 24-month Strata Purchase Agreement (“Strata Agreement”)
with a private investor who committed to purchase up to $
The ability of the Company to continue as a going concern is dependent on its ability to implement the business plan, raise capital, and generate sufficient revenues to generate positive net income and cash flow. There is no guarantee that the Company will ever be able to raise sufficient capital or generate a level of revenue to sustain its operations. The unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (”SEC”). Certain information and disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these unaudited interim financial statements have been included. Such adjustments consist of normal recurring adjustments. These unaudited interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2024 as reported on Form 10-K. The results of operations for the three and nine month period ended September 30, 2025 are not indicative of the results that may be expected for the full year.
Reportable Operating Segments
The Company operates its digital marketing business as a single segment business. The Company considers a combination of factors when evaluating the composition of potential reportable segments, including the results regularly provided to our Chief Executive Officer, who is our chief operating decision maker, economic characteristics of our digital marketing services offered, classes of clients (when applicable), geographic considerations (e.g. United States versus the rest of the world), and regulatory environment considerations (if applicable).
F-6
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP and pursuant to SEC rules and regulations requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of share-based compensation, embedded derivatives within convertible note issuances, and allowance against deferred tax assets.
Revenue from Contracts with Customers
The Company’s performance
obligation, associated with digital marketing solutions generally consist of the promise to deliver digital marketing services. Digital
marketing solutions are delivered as a service and as such the performance obligation is complete once marketing tools or solutions are
made available to the customer, or as determined by the specific terms of the contract, if applicable. The Company charges its clients
a fixed monthly retainer for its services and such retainer is automatically renewed on a monthly basis on the first of the month unless
cancelled by the client in accordance with the terms of the service agreement. If any customer pays for digital marketing services in
advance, those payments are initially recorded as deferred revenue and then recognized as revenue when digital marketing services are
delivered. As of September 30, 2025 and December 31, 2024, the Company had
The Company’s standard sales terms generally do not generally allow for a right of return due to the nature of digital marketing services. After completion of the Company’s performance obligation, there is an unconditional right to consideration as outlined in the contract. Revenue is recognized when performance obligations under the terms of the contracts with customers are satisfied.
The Company offers these three digital marketing solutions for its customers to choose from.
| 1. | Tradigital Partners - White-Label Digital Marketing Solutions for Ad Agencies. Tradigital Partners is a specialized white-label digital marketing service designed exclusively for advertising agencies to partner their traditional campaigns with digital. This solution allows agencies to expand their service offerings by providing cutting-edge digital marketing solutions under their own brand, without the need for in-house expertise or infrastructure. |
| 2. | Put-Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for small and medium-sized businesses (“SMBs”). Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands. |
| 3. | Pickpocket - DIY Digital Marketing Platform for Small Business Owners. Pickpocket is a do-it-yourself digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and $5 million, Pickpocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of Pickpocket is to directly target your competitors. Although fully developed, Pick Pocket has not yet generated revenue, presenting an opportunity for future monetization strategies, including subscriptions, performance-based pricing, or value-added services. |
Adhoc marketing services are available on a fee for service basis and include email marketing, automated marketing, content marketing, social media content creation, digital production marketing, branding standards, logo creation, website creature, brochure creation, print marketing, targeted print campaigns, Google and Bind display ads, Google and Bing pay per click campaigns, Google local service ads, Test campaigns, search engine optimization, blog creation, voice marketing, radio commercial creation, influencer marketing collaboration and proximity marketing.
Concentration of Credit Risk
Cash and cash equivalents
are maintained at financial institutions and, at times, balances may exceed federally insured limits of $
Fair Value Measurements
The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and disclosure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3 | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
F-7
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts reported in the Company’s financial statements for cash, accounts receivable, prepaids and other current assets, accounts payable, etc. approximate their fair value because of the immediate or short-term mature of these financial instruments.
Per Share Information
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, increased by the potentially dilutive common shares that were outstanding during the period. See Note 11 – Weighted Average Common Shares for additional information.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of ASC.
| • | In January 2025, ASU 2024-03 requires a public business entity (PBE) to disclose, on an annual and interim basis, disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. The ASU, which does not change what a PBE presents on the face of its income statement, establishes a new subtopic, ASC 220-40, that sets minimum disaggregated expense disclosure requirements. The ASU also requires separate disclosures of selling expenses and an entity’s definition of those expenses. The guidance is effective for PBEs for fiscal years beginning after 15 December 2026, and interim periods within fiscal years beginning after 15 December 2027. Early adoption is permitted. The Company is evaluating the impact of this new ASU on its financial statements. |
| • | In September 2025, the FASB issued ASU 2025-06, significantly amending the accounting for internal-use software costs. The new ASU eliminates the concept of project stages and instead requires capitalization of software costs to begin when management has both authorized and committed to funding the project, and it’s probable the project will be completed. Under the new standard, some costs that previously would have qualified for capitalization may instead be expensed. While the new standard isn’t effective until 2027, software development companies should begin evaluating the impact of the standard on their projects now and communicate early with board members and other stakeholders on the expected impact. The Company is planning to incur considerable development costs in the near future to expand its technological capabilities and as such this ASU could have an impact on its financial statements. The Company is evaluating the impact of this new ASU on its financial statements. |
There were additional ASUs issued for which the Company believes either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.
NOTE 4 – RELATED PARTY TRANSACTIONS
Employment Agreements
On January 1, 2021, the
Company entered into a 1-year employment agreement (“Agreement”) with Mr. Jason Wood, the Company’s Chief Executive
Officer (“CEO”). The Agreement renews automatically on an annual basis. If the CEO is terminated without cause, then the remaining
current contract year shall be paid upon termination. The Company currently pays the CEO’s personal living expenses in lieu of a
direct salary to preserve cash flow until sufficient cash is available to pay his base annual compensation. During the three month period
ended September 30, 2025 and 2024, the Company paid compensation totaling approximately $
Related Party Notes Payable (Pickpocket)
On January 13, 2021,
the Company entered into a share purchase agreement with the Company’s CEO to acquire an
F-8
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
Executive Officer Advances to the Company (Related Party Advances)
The Company’s founder
and CEO provided unsecured credit advances to the Company to fund payroll and digital marketing platform operating costs in between financing
rounds. These advances do not incur interest and are due on demand. During the nine month period ended September 30, 2025 and 2024, shareholder
advances were $
NOTE 5 – WORKING CAPITAL FUNDING LOANS
The Company finances short term working capital requirements in between capital raises by entering into secured borrowing agreements for which future receivables are pledged to repay these short-term obligations. Funding is generally nonrecourse one-time fixed amount financing arrangements and contain a performance and personal guarantee by the CEO and COO. Repayments are made generally on a weekly basis out of available daily deposits until the financing has been repaid in full. Future sales of revenues are not within the scope of ASC 860 (Transfers and Servicing of Financial Assets), as such these arrangements are accounted for under ASC 470 (Debt) as short term working capital funding loans. Accordingly, these working capital funding loans are reported current liabilities on the balance sheets. Upon receipt of financing proceeds the Company recognizes a liability equal to the loan proceeds received and accrued interest payable equal to the spread between total agreed upon repayments and the cash loan proceeds. Working capital funding loans consisted of the following:
| Schedule of working capital funding loans | ||||||||
| SEPTEMBER 30, | DECEMBER 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| NewCo Capital Group Future Revenue Purchase Agreement dated March 3, 2023 (1) | $ | $ | ||||||
| Parkside Funding Group LLC Revenue Purchase Agreement dated August 3, 2023 (2) | ||||||||
| Funding Futures Revenue Purchase Agreement dated February 27, 2024 (3) | ||||||||
| ClearThink Capital Partners LLC (4) | ||||||||
| Total working capital funding loans | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
| (4) |
F-9
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
NOTE 6 – CONVERTIBLE NOTE AGREEMENTS
On April 25, 2023,
the Company entered into Securities Purchase Agreement (“SPA1”) with a third party to obtain bridge financing. Pursuant
to SPA1 , the Company entered into an unsecured 9-month convertible promissory note with a principal amount of $
On September 29, 2025,
the Company entered into Securities Purchase Agreement (“SPA2”) with ClearThink to obtain bridge financing. Pursuant to SPA2,
the Company entered into an unsecured 9-month convertible promissory note with a principal amount of $
Convertible Notes were classified as current and were comprised as follows:
| Schedule of convertible note | ||||||||
| SEPTEMBER 30, | DECEMBER 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Convertible Note, dated April 25, 2023, fixed installments of $26,889, matured in June 2024 and currently in default (1) | $ | $ | ||||||
| Convertible Note, dated September 29, 2025, lumpsum payment of $30,000, inclusive of $5,000 original issue discount, due and payable on June 30, 2026 (2) | - | |||||||
| Total Convertible Notes | ||||||||
| Deduct: Unamortized Original Issue Discount (3) | ( | ) | - | |||||
| Convertible Note principal balance payable | ||||||||
| Add: Convertible Notes interest payable (3)(4) | ||||||||
| Total Convertible Notes payable | $ | $ | ||||||
| Total Convertible Notes payable at maturity | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
| (4) |
F-10
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
NOTE 7 – INCOME TAXES
The Company’s effective
tax rate is
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain provisions that were originally enacted in the 2017 Tax Cuts and Jobs Act and were set to expire on December 31, 2025, modifications to certain international tax provisions and the restoration of tax treatment for certain business provisions, including 100% bonus depreciation for certain qualified property, domestic research and experimental cost expensing, and the business interest expense limitation. The new legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently evaluating the impact of these provisions its financial statements, including the effect on its effective tax rate and deferred tax assets in 2025 and future periods.
NOTE 8 – CAPITAL STRUCTURE
During the three and nine month periods ended September 30, 2025, there were no equity transactions that resulted in a change in control of the Company that would trigger any conversion provision contained within the Company’s Convertible Notes, Series A or B preferred stock agreements. The following is a description of the Company’s equity instruments and changes during the quarter reporting periods:
| · | Series A Preferred Stock |
The Company is authorized to issue 1
million shares $0.001 par value Series A preferred stock (“Series A”).
| · | Series B Preferred Stock |
The Company was authorized to issue
In 2020, the Company issued
| · | Common Stock |
As of September 30, 2025, the Company
had
NOTE 9 – CAPITAL MARKET RAISE CONSULTING AND FUNDING AGREEMENTS
The Company decided to engage a single equity funder to streamline its equity raise requirement. The following summarizes its capital raise consulting and equity funding agreements:
Tysadco Partners(“Tysadco”)
On September 1, 2022,
the Company engaged Tysadco Partners to provide consulting services on a monthly basis. Under the terms of the consulting services agreement
with Tysadco, the Company is billed $7,500 for consulting services, consisting of a $
F-11
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
ClearThink Capital Partners, LLC (“ClearThink”) Strata Agreement
In August 2022, ClearThink
commenced its relationship with the Company with a $50,000 common stock private placement. On November 29, 2023, the Company entered into
a
ClearThink Advance Funding Agreement
In October 2024, ClearThink
agreed to provide interim working capital funding (“funding advances”) to cover additional compliance costs associated with
its requirement to reaudit its 2022 and 2023 annual financial statements and 2024 quarterly interim financial statements due to the permanent
censure of its former auditor BF Borgers PC. As of September 30, 2025, and December 31, 2024, the Company had cumulative funding advances
of $
As of September 30, 2025
and December 31, 2024, ClearThink held
NOTE 10 – SHARE-BASED PAYMENTS AND WARRANTS
Share-Based Payments
Employees. During
the three and nine month periods ended September 30, 2025, the Company issued
Capital
Raise Consultants. During the three and nine month periods ended September 30, 2025, the Company issued
Other Consultants.
During the three and nine month periods ended September 30, 2025, the Company issued
Except as described above, the Company did not adopt stock option incentive plan or issue any stock options or other service based awards to any employee, advisor or consultant during the three and nine month periods ended September 30, 2025 or 2024.
Warrants to Purchase Common Stock
On October 1, 2021, the
Company issued
On April 25, 2023,
the Company issued
F-12
SPECIFICITY, INC
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
During the three and
nine month periods ended September 30, 2025 and 2024, there were no issuances, exercises or expired warrants. During the three and nine
month periods ended September 30, 2025 and 2024, warrants outstanding and exercisable were both
NOTE 11 – WEIGHTED AVERAGE COMMON SHARES
The Company reported a net loss during the three and nine month periods ended September 30, 2025 and 2024, as such, the inclusion of potentially dilutive securities in the computation of Diluted EPS would be anti-dilutive. Potentially dilutive securities excluded from the computation of diluted EPS was as follows:
| Schedule of anti-dilutive earnings per share | ||||||||
| THREE AND NINE MONTHS ENDED | ||||||||
| SEPTEMBER 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Convertible Notes (see Note 6) | ||||||||
| Series A Preferred (see Note 8) | ||||||||
| Series B preferred stock (see Note 8) | ||||||||
| Detachable common stock warrants (see Note 10) | ||||||||
| Total anti-dilutive securities excluded from diluted weighted average common shares | ||||||||
The above potentially diluted securities were excluded from the calculation as the exercise prices were in excess of the fair market value of the Company’s common stock.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, it is possible that the Company may be the subject of lawsuits and claims from time to time. The Company’s management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that a probable and material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in the financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. The Company is not currently party to any pending or threatened litigation in connection with its principal business activities.
NOTE 13 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to September 30, 2025, to the date these financial statements were issued, and determined that the following subsequent events could have a material impact on the future operation of the Company:
| · | On October 20, 2025, the Company announced the appointment of Robert Fedder as Chief Executive Officer to drive the next phase of growth. Mr. Wood will remain actively involved in shaping the Company’s long term strategic vision and emerging growth capabilities. The Company and Mr. Fedder are negotiating the terms and conditions of his executive employment agreement. |
| · | On October 21, 2025, the Company announced the appointment of Rob Gagne as Chief Technology Officer to lead the technology development, deployment and operations as the Company enters the next phase of growth. The Company and Mr. Gagne are negotiating the terms and conditions of his executive employment agreement. |
There were no other material subsequent events.
F-13
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results
This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our Form 10-K for the year ended December 31, 2024 filed with and accepted by the SEC on June 23, 2025.
As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the business of Specificity, Inc.
We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.
Business Overview
At our core we are a full service digital marketing firm that delivers cutting-edge marketing solutions to identify and market in real-time to potential customers who are actively in the buying cycle. Our digital marketing solutions focus on B2B and B2C consumer markets and give small and medium sized businesses a fair chance to capture online traffic. Our underlying technology solution utilizes BiToS and MAIDs to build audiences, effectively eliminating bot traffic and ad waste and produces real-time messaging opportunities to reach target audiences more efficiently than broad based market messaging platforms. We also implement intuitive ad sequencing, audience ID technology, AI integration, saturation modeling, conversion funneling, CRM integration, traffic resolution, and comprehensive analytics reporting.
Our digital marketing capabilities were acquired through organic development in-house and through our efforts as a tech incubator and early adopter of innovative marketing tools. Currently, our operations are focused on 3 service offerings within our single segment business.
| · | Put-Thru - Enterprise-Grade Digital Marketing, Scaled for SMBs. Put-Thru is a digital marketing tech stack designed specifically for SMBs. Unlike enterprise-level marketing platforms that require significant investment and expertise, Put-Thru delivers powerful digital advertising solutions at an affordable price point, helping SMBs compete with larger brands. |
| · | Tradigital Partners - White-Label Digital Marketing Solutions for Ad Agencies. Tradigital Partners is a specialized white-label digital marketing service designed exclusively for advertising agencies to partner their traditional campaigns with digital. This solution allows agencies to expand their service offerings by providing cutting-edge digital marketing solutions under their own brand, without the need for in-house expertise or infrastructure. |
| · | PickPocket - DIY Digital Marketing Platform for Small Business Owners. Pick Pocket is a DIY digital marketing platform built for small business owners who want to take control of their advertising efforts while cutting out the waste of audiences that don't make sense for their product or service. Designed for businesses with annual revenues between $500,000 and $5 million, Pick Pocket leverages behavior-based ID technology to help users build ideal customer profiles and directly target potential buyers through their mobile devices. The main goal of Pickpocket is to directly target your competitors. |
We primarily generate revenue through recurring fixed monthly digital services agreements for the vast majority of our clients. We bill for our services at the beginning of each month and our services are completed at the end of the month. We also generate revenue through marketing campaigns for product or service launches and other non-recurring events.
1
Results of Operations – Three Months Ended September 30, 2025, as compared to Three Months Ended September 30, 2024
Revenues
For the three month period ended September 30, 2025 our revenues increased to $260,050 as compared to $213,675 during the same period last year, primarily due to an additional client. In the ordinary course of our business, large marketing campaigns for specific events or promotions that are nonrecurring in nature could create some variability in our revenues quarter to quarter.
Cost of Revenues
For the three month period ended September 30, 2025 cost of revenues decreased to $148,799 as compared to $163,300 in the same period last year. The temporary decrease in cost of revenues was due to the benefit of slightly lower cost digital marketing data sources and related platform costs to manage our client base. We implemented a change in our digital marketing data and analytics platform last year which temporarily reduced our current quarter costs.
Operating Expenses
Operating expenses include sales and marketing, capital raise promotion costs, general and administrative, share-based compensation and depreciation and amortization. The primary drivers of operating expenses are sales and marketing and general and administrative expenses (of which professional fees represent more than 50% of the total costs). For the three month period ended September 30, 2025 operating expenses decreased to $162,754 as compared to $262,137 in the same period last year primarily driven by lower legal, accounting and advisory fees to guide our capital market raise and public company reporting compliance costs. We anticipate higher operating expenses as we continue to rise over time as we support sales growth initiatives and capital market equity raise activity.
Other Expenses
For the three month period ended September 30, 2025 other expenses increased to $17,000 as compared to $12,500 in the same period last year. The increase primarily relates to convertible note interest incurred at issuance.
Provision for Income Taxes
For the three month period ended September 30, 2025 there was no provision for income taxes as we had continuing net operating losses. We placed a full valuation allowance on net deferred tax assets.
Net Loss
For the three month period ended September 30, 2025 our net loss decreased to $68,503 as compared to $224,262 in the same period last year, primarily due to lower cost of revenues and operating expenses as described above.
Results of Operations – Nine Months Ended September 30, 2025, as compared to Nine Months Ended September 30, 2024
Revenues
For the nine month period ended September 30, 2025 our revenues decreased to $824,400 as compared to $847,226 during the same period last year, primarily due to a large financial services clients’ temporary deferral of marketing and advertising spend to allow them time to catch up with lead generation created by our team from prior months services. In the ordinary course of our business, our contractual arrangements allow our clients to occasionally pause their marketing services and spend to allow them to catch up with our lead generation volume. Additionally, large marketing campaigns for specific events or promotions that are nonrecurring in nature could create some variability in our revenues quarter to quarter.
Cost of Revenues
For the nine month period ended September 30, 2025 cost of revenues increased to $458,504 as compared to $406,095 in the same period last year. The increase in cost of revenues was due to higher quality and higher cost digital marketing data sources and related platform costs to manage our client base.
Operating Expenses
Operating expenses include sales and marketing, capital raise promotion costs, general and administrative, share-based compensation and depreciation and amortization. The primary drivers of operating expenses are sales and marketing and general and administrative expenses (of which professional fees represent more than 50% of the total costs). For the nine month period ended September 30, 2025 operating expenses decreased to $612,408 as compared to $653,360 in the same period last year primarily due to lower legal, accounting and advisory fees to guide our capital market raise and public company reporting compliance costs. We anticipate higher operating expenses as we continue to rise over time as we support sales growth initiatives and capital market equity raise activity.
2
Other Expenses
For the nine month period ended September 30, 2025 other expenses decreased to $42,000 as compared to $97,061 in the same period last year. The prior year included discrete one-time charges for extinguishment of debt and lease termination fees.
Provision for Income Taxes
For the nine month period ended September 30, 2025 and 2024 there was no provision for income taxes as we had continuing net operating losses. As of September 30, 2025, we placed a full valuation allowance on net deferred tax assets.
Net Loss
For the nine month period ended September 30, 2025 our net loss decreased to $288,512 as compared to $309,290 in the same period last year, primarily due to lower operating expenses as described above.
Liquidity and Capital Resources
We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all. In the short term, we must raise additional capital through debt or equity financing to support our business operations and to grow our business. Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams to generate positive cash flows to sustain adequate liquidity to meet minimum operating requirements.
As of September 30, 2025, we have $115,896 in working capital loans and $218,888 convertible note (SPA1) that are in default; and we have a new convertible note (SPA2) totaling $34,500 that will be due and payable in June 2026. Over the next twelve months, we anticipate paying off these debts with proceeds from equity capital raises. Additionally, we anticipate that SPA1 and SPA2 note holders may likely convert unpaid principal and interest into common shares as permitted under these arrangements. The timing of such is outside of our control.
Net Working Capital
At September 30, 2025, we had a net working capital deficit of approximately $1,238,561 compared to a net working capital deficit of $1,171,822 at December 31, 2024. Our immediate sources of liquidity include cash and cash equivalents and accounts receivable; however, these cashflows from operations at this stage of our development will not sustain our operations. As shown in our audited financial statements, we have, since inception, financed operations and limited capital expenditures through the sale of stock and convertible notes and working capital funded debt. We relied on proceeds from customer payments and financing activities from the sale of common stock to fund our business operations and growth plans.
We must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate liquidity without requiring additional funds from external sources to meet minimum operating requirements. We anticipate that we will need to raise additional capital to fund our operations and to execute our business plan; and there can be no assurance that additional capital will be available on acceptable terms or at all.
Cash Flows from Operating Activities
Cash provided by (used in) operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. For the nine month period ended September 30, 2025, net cash provided by operations was $10,528 driven primarily by conversion of outstanding accounts payable due to service provider in exchange for common stock, which preserved our operating cash flow. For the nine month period ended September 30, 2024, net cash used in operations was $150,781 driven primarily by current year operating loss.
Cash Flows from Investing Activities
For the nine month period ended September 30, 2025 or 2024, there were no inflows or outflows for investing activities.
Cash Flows from Financing Activities
Cash used in financing activities provides an indication of our debt financing and proceeds from capital raise transactions. For the nine month period ended September 30, 2025, net cash used in financing activities was $16,526, primarily due to repayments of advances from shareholder loans, partially offset by advances expected to be settled under the Strata agreement. For the nine month period ended September 30, 2024, net cash used in financing activities was $139,651 primarily reflects private placement and working capital loan proceeds, partially offset by repayment of working capital funding advances from specialty lenders and shareholder advance repayments.
Future Funding
Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for much more than 12 months. At the date hereof, we have minimal cash at hand. We require additional capital to implement our business and fund our operations.
Since inception we have funded our operations primarily through debt and equity financing and we expect that we will continue to fund our operations through equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing until natural revenues can support the Company. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at all.
3
If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition, and operating results, or cease our operations entirely, in which case, you will lose all of your investment.
Off-Balance Sheet Arrangements
We have no off-balance sheet financing arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting.
To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.
A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the material weaknesses which have caused management to conclude that as of September 30, 2025, our internal controls over financial reporting were not effective as a result of continuing weaknesses principally due to the following:
| • | We had not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officers with management functions and therefore there is lack of segregation of duties. |
| • | We had inadequate document retention policies and procedures to ensure that all financial transactions were maintained and easily accessible. |
| • | We had inadequate policies and procedures related to internal control over financial reporting and as such relied heavily on outside consultants and advisors to assist us in the preparation of the annual and quarterly financial statements and partners with us to ensure compliance with US GAAP and SEC disclosure requirements. |
| • | We currently do not have board of directors and audit committee oversight. The lack of oversight of by a board of directors could result in failure to ensure robust financial reporting, internal controls and inaccurate disclosures. Additionally, the lack of oversight could result in a conflict of interest, undermine board objectivity, transparency, and compliance. |
4
At such time as we raise additional working capital, we plan to add staff, initiate training, add additional subject matter expertise so that we may improve our processes, policies, procedures, and documentation of our internal control processes.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing, or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this item. However, please refer to our 2024 Form 10-K as filed with and accepted by the SEC on June 23, 2025, to see those Risk Factors listed therein.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Except for initial founders shares all unregistered shares have since been registered pursuant to the Form S-1 registration statement deemed effective on September 16, 2021, and the Form S-1 registration statement deemed effective on June 1, 2022, and the Form S-1 registration statement deemed effective on September 23, 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
As of September 30, 2025, we have $115,896 in working capital loans and $218,888 convertible note (SPA1) that are in default; and we have a new convertible note (SPA2) totaling $34,500 that will be due and payable in June 2026.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
| Exhibit No. | Description of Exhibit | |
| 31.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002. | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. | |
| 10.1* | Purchase Agreement dated October 3, 2024, by and between Specificity, Inc. and ClearThink Capital Partners, LLC. | |
| 101.INS* | XBRL INSTANCE DOCUMENT | |
| 101.SCH* | XBRL TAXONOMY EXTENSION SCHEMA | |
| 101.CAL* | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | |
| 101.DEF* | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | |
| 101.LAB* | XBRL TAXONOMY EXTENSION LABEL LINKBASE | |
| 101.PRE* | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
| * | Filed herewith. |
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Specificity, Inc. | ||
| Date: November 13, 2025 | By: | /s/ Jason Wood |
| Name: | Jason Wood | |
| Title: |
Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) | |
6
FAQ
What were Specificity (SPTY) Q3 2025 results?
How did SPTY perform year-to-date in 2025?
What is SPTY’s liquidity position?
Does SPTY face a going concern risk?
What debts are in default for SPTY?
What is the status of SPTY’s Strata Purchase Agreement?
How many SPTY shares are outstanding?
