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  4. [10-Q] CHASE PACKAGING CORP Quarterly Earnings Report

Chase Packaging (WHLT) posts larger Q1 loss as it extends 6.9M stock warrants to 2029

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Chase Packaging Corporation filed its quarterly report showing it remains a non-operating shell focused on finding a merger or acquisition. The company reported no revenue and a net loss of $153,777 for the three months ended March 31, 2026, compared with a loss of $14,507 a year earlier, mainly due to a $138,180 warrants modification expense.

Cash and cash equivalents were $206,369 at March 31, 2026, all in money market funds and U.S. Treasury and government securities, with total assets and stockholders’ equity at the same level and only $4,471 of current liabilities. Management believes this cash is sufficient for at least the next 12 months, including the costs of seeking an acquisition.

The company has 61,882,172 common shares outstanding and warrants for an additional 6,909,000 shares at an exercise price of $0.15, with the warrant expiration extended to March 7, 2029. Management states that failure to secure a merger, raise capital, or execute other plans would have a material adverse effect on financial position, results of operations, and the ability to continue as a going concern.

Positive

  • None.

Negative

  • Rising losses and going-concern risk: Net loss increased to $153,777 in Q1 2026 from $14,507 a year earlier, and management states that failure to secure a merger or raise capital would have a material adverse effect on financial position and the ability to continue as a going concern.

Insights

Chase remains a cash shell with rising losses and extended warrants.

Chase Packaging reports no operating business and no revenue for Q1 2026. The net loss widened to $153,777 from $14,507, driven largely by a non-cash warrants modification expense of $138,180. Core cash operating costs stayed very low.

Liquidity is modest but clean: $206,369 of cash and equivalents, essentially no debt, and working capital of $201,898 as of March 31, 2026. Management believes this will cover at least 12 months of corporate and deal-search costs, but explicitly notes dependence on finding a merger or raising capital.

The board extended 6,909,000 warrants at a $0.15 exercise price to a March 7, 2029 expiry, keeping 68,791,172 common stock and equivalents outstanding. Management warns that failure to execute its merger or capital-raising plans would have a material adverse effect on financial position and the ability to continue as a going concern, underscoring the speculative nature of the entity.

Net loss Q1 2026 $153,777 Three months ended March 31, 2026
Net loss Q1 2025 $14,507 Three months ended March 31, 2025
Cash and equivalents $206,369 Balance at March 31, 2026
Warrants modification expense $138,180 Other expense in Q1 2026
Warrants outstanding 6,909,000 warrants Common stock equivalents at March 31, 2026
Warrant exercise price $0.15 per share Extended warrants expiring March 7, 2029
Common shares outstanding 61,882,172 shares As of March 31, 2026
CFO annual salary $17,000 Board-approved compensation
warrants modification expense financial
"The warrants modification expense of $138,180 was recorded as the incremental value of the modified warrants over the unmodified warrants on the modification date."
going concern financial
"The failure to achieve these plans will have a material adverse effect on the Company’s financial position, results of operations, and ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
stock-based compensation financial
"Accounting for Stock Based Compensation Stock-based compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718..."
Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.
fair value hierarchy financial
"ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels..."
Basic and diluted loss per common share financial
"BASIC AND DILUTED LOSS PER COMMON SHARE | | | ( 0.00 | ) | | | ( 0.00 | )"
Level 1 Inputs financial
"Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company;"
10-Q Quarterly Reports: What Changes Quarter to Quarter →

 

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 March 31, 2026

 

OR

 

☐

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

 

For the transition period from _________ to _________

 

Commission File Number: 0-21609

 

Chase Packaging Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

93-1216127

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

PO Box 126, Rumson NJ 07760

(Address of principal executive offices) (Zip Code)

 

(732) 741.1500

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: 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 filer, a non-accelerated filer, a 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 May 14, 2026

Common Stock, par value $.00001 per share

 

61,882,172 shares

 

 

 

 

Table of Contents

 

- INDEX -

 

 

 

Page(s)

 

 

 

 

 

 

PART I - Financial Information:

 

 

 

 

 

 

 

 

ITEM 1.

Financial Statements:

 

3

 

 

 

 

 

 

Condensed Balance Sheets (Unaudited) - March 31, 2026 and December 31, 2025

 

3

 

 

 

 

 

 

Condensed Statements of Operations (Unaudited) - Three months ended March 31, 2026 and 2025

 

4

 

 

 

 

 

 

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - Three months ended March 31, 2026 and 2025

 

5

 

 

 

 

 

 

Condensed Statements of Cash Flows (Unaudited) - Three months ended March 31, 2026 and 2025

 

6

 

 

 

 

 

 

Notes to Interim Condensed Financial Statements (Unaudited)

 

7

 

 

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

12

 

 

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

 

 

ITEM 4.

Controls and Procedures

 

14

 

 

 

 

 

PART II - Other Information:

 

 

 

 

 

 

 

 

ITEM 1.

Legal Proceedings.

 

15

 

 

 

 

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

15

 

 

 

 

 

ITEM 3.

Defaults upon Senior Securities.

 

15

 

 

 

 

 

ITEM 4.

Mine Safety Disclosures.

 

15

 

 

 

 

 

ITEM 5.

Other Information.

 

15

 

 

 

 

 

ITEM 6.

Exhibits.

 

15

 

 

 

 

 

SIGNATURES

 

16

 

 

 

 

 

EXHIBITS

 

 

 

 

 
2

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

CHASE PACKAGING CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

ASSETS

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$206,369

 

 

$221,966

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$206,369

 

 

$221,966

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$4,471

 

 

$4,471

 

TOTAL CURRENT LIABILITIES

 

 

4,471

 

 

 

4,471

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

Preferred stock, $1.00 par value; 4,000,000 authorized: Series A 10% Convertible preferred stock; 50,000 shares authorized; no shares issued and outstanding

 

 

—

 

 

 

—

 

Common stock, $0.00001 par value 200,000,000 shares authorized; 62,379,759 shares issued and 61,882,172 outstanding as of March 31, 2026 and December 31, 2025

 

 

619

 

 

 

619

 

Treasury stock, $0.00001 par value 497,587 shares as of March 31, 2026 and December 31, 2025

 

 

(49,759 )

 

 

(49,759 )

Additional paid-in capital

 

 

8,977,547

 

 

 

8,839,367

 

Accumulated deficit

 

 

(8,726,509 )

 

 

(8,572,732 )

TOTAL STOCKHOLDERS’ EQUITY

 

 

201,898

 

 

 

217,495

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$206,369

 

 

$221,966

 

 

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

 

 
3

Table of Contents

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

For The Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

EXPENSES:

 

 

 

 

 

 

General and administrative expense

 

$17,335

 

 

$17,325

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(17,335 )

 

 

(17,325 )

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

Interest and other income

 

 

1,738

 

 

 

2,818

 

Warrant modification expense

 

 

(138,180 )

 

 

—

 

TOTAL OTHER INCOME (EXPENSE)

 

 

(136,442 )

 

 

2,818

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

(153,777 )

 

 

(14,507 )

Provision for income taxes

 

 

—

 

 

 

—

 

NET LOSS

 

$(153,777 )

 

$(14,507 )

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

 

 

(0.00 )

 

 

(0.00 )

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

 

 

61,882,172

 

 

 

61,882,172

 

 

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

 

 
4

Table of Contents

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

 

 

 

Common

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Treasury Stock

 

 

Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Shares

 

 

Amount

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2024

 

 

62,379,759

 

 

$619

 

 

$8,839,367

 

 

$(8,495,990 )

 

 

(497,587 )

 

$(49,759 )

 

$294,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended March 31, 2025

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(14,507 )

 

 

—

 

 

 

—

 

 

 

(14,507 )

Balance at March 31, 2025

 

 

62,379,759

 

 

$619

 

 

$8,839,367

 

 

$(8,510,497 )

 

 

(497,587 )

 

$(49,759 )

 

$279,730

 

 

 

 

Common

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Treasury Stock

 

 

Total Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Shares

 

 

Amount

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

 

62,379,759

 

 

$619

 

 

$8,839,367

 

 

$(8,572,732 )

 

 

(497,587 )

 

$(49,759 )

 

$217,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Modification of warrants, expiration of 6,909,000 warrants extended to March 7, 2026

 

 

—

 

 

 

—

 

 

 

138,180

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

138,180

 

Net loss for the three months ended March 31, 2026

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(153,777 )

 

 

—

 

 

 

—

 

 

 

(153,777 )

Balance at March 31, 2026

 

 

62,379,759

 

 

$619

 

 

$8,977,547

 

 

$(8,726,509 )

 

 

(497,587 )

 

$(49,759 )

 

$201,898

 

 

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

 

 
5

Table of Contents

 

CHASE PACKAGING CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$(153,777 )

 

$(14,507 )

Adjustment to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Warrants modification expense

 

 

138,180

 

 

 

—

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

—

 

 

 

828

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(15,597 )

 

 

(13,679 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

 

(15,597 )

 

 

(13,679 )

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

221,966

 

 

 

297,710

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

$206,369

 

 

$284,031

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

Interest

 

$—

 

 

$—

 

Income taxes

 

$—

 

 

$—

 

 

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

 

 
6

Table of Contents

 

CHASE PACKAGING CORPORATION

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

MARCH 31, 2026

 

NOTE 1 - BASIS OF PRESENTATION:

 

Chase Packaging Corporation (“the Company”), a Delaware Corporation, previously manufactured woven paper mesh for industrial applications and polypropylene mesh fabric bags for agricultural use, and distributed agricultural packaging manufactured by other companies. Management’s plans for the Company include securing a merger or acquisition, raising additional capital, and other strategies designed to optimize shareholder value. However, no assurance can be given that management will be successful in its efforts. The failure to achieve these plans will have a material adverse effect on the Company’s financial position, results of operations, and ability to continue as a going concern.

 

The unaudited condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation and a reasonable understanding of the information presented. The unaudited condensed financial statements should be read in conjunction with the financial statements and the related notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, previously filed with the SEC.

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of March 31, 2026, and results of operations and cash flows for the three months ended March 31, 2026 and 2025, as applicable, have been made. The results of operations for the three months ended March 31, 2026 are not indicative of the operating results for the full fiscal year to end December 31, 2026 or any future periods.

 

NOTE 2 - LIQUIDITY:

 

At March 31, 2026 and December 31, 2025, the Company had cash and cash equivalents of $206,369 and $221,966, respectively, consisting of money market funds and U.S. Treasury Bills. Our net losses incurred for the three months ended March 31, 2026 and 2025, amounted to $153,777 and $14,507, respectively, and we had working capital of $201,898 and $217,495 at March 31, 2026 and December 31, 2025, respectively. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS:

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments that are readily convertible into cash with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash and cash equivalents balances with high credit quality financial institutions. As of March 31, 2026 and December 31, 2025, the Company had cash in insured accounts in the amount of $1,167 and $1,501, respectively, and cash equivalents (Treasury and government securities) held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of $205,202 and $220,465, respectively.

 

Income Taxes

 

The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured assuming enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized.

 

 
7

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The Company follows FASB Interpretation of “Accounting for Uncertainty in Income Taxes.” At March 31, 2026 and December 31, 2025, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company currently has no federal or state tax examinations in progress.

 

Accounting for Stock Based Compensation

 

Stock-based compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market value of the award is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. “tax regulations.” Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 718 as amended by ASU 2018-07. As such, the grant date is the measurement date of an award’s fair value. Corresponding expenses for employee and non-employee services are recognized over the requisite service period, which is typically the vesting period.

 

Treasury Stock

 

The Company accounts for treasury stock using the cost method. There were 497,587 shares of Class A common stock held in treasury, purchased at a total cumulative cost of approximately $49,759, as of March 31, 2026 and December 31, 2025.

 

Recently Adopted Accounting Pronouncements

 

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid (ASU 2023-09). ASU No. 2023-09, effective for annual reporting periods beginning after December 15, 2024, requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign taxes and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. The Company has adopted ASU 2023-09 for the year ended December 31, 2025 and has retrospectively adjusted disclosures for the year ended December 31, 2024. The adoption of ASU 2023-09 had no impact on the Company’s balance sheets, statements of operations, or statements of cash flows.

 

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within fiscal years beginning after December 15, 2027. The guidance can be applied prospectively with an option for retrospective application. Early adoption is also permitted. We are currently evaluating the provisions of this ASU.

 

In December 2025, the Financial Accounting Standards Board (FASB) issued the following Accounting Standards Updates (ASUs):

 

ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements

 

This ASU clarifies the scope and applicability of Topic 270, improves the navigability of interim reporting guidance by consolidating disclosure requirements into a single list, introduces a disclosure principle for material events and changes since the most recent annual reporting period, and provides clarifications on the form and content of (condensed) interim financial statements and notes. The amendments are not expected to significantly change existing interim reporting requirements.  

 

The ASU is effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its interim financial statement disclosures.

 

ASU 2025-12, Codification Improvements

 

This ASU includes various technical corrections, clarifications, and minor improvements to the Accounting Standards Codification across multiple Topics (including Earnings Per Share, Credit Losses, Leases, and others). The amendments are not expected to have a material effect on the Company’s consolidated financial statements.  

 

The ASU is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted (on an issue-by-issue basis in some cases). The Company is currently assessing the impact, if any, of this ASU.

 

We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed financial statement as a result of further adoption.

 

NOTE 4 - BASIC AND DILUTED NET LOSS PER COMMON SHARE:

 

Basic loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the exercise of common stock equivalents.

 

We have excluded 6,909,000 common stock equivalents (warrants - Note 5) from the calculation of diluted loss per share for the three months ended March 31, 2026 and 2025, respectively, which, if included, would have an antidilutive effect.

 

 
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NOTE 5 - WARRANTS AND PREFERRED STOCKS:

 

Warrants

 

2026 Extension of Warrant Terms

 

The Company, acting by resolution of its Board of Directors, amended and extended the expiration date of its outstanding warrants to purchase up to 6,909,000 shares of common stock to March 7, 2029. The terms of the warrants, including the exercise price of $0.15 per share, remain in effect without modification. The warrants modification expense of $138,180 was recorded as the incremental value of the modified warrants over the unmodified warrants on the modification date. Assumptions used in the Black Scholes option-pricing model for these warrants were as follows:

 

Average risk-free interest rate

 

 

3.59%

Average expected life-years

 

 

3

 

Expected volatility

 

 

293.85%

Expected dividends

 

 

0%

 

 
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Number of Warrants

 

 

Weighted

Average

Exercise

Price

 

 

Weighted Average

Remaining Contractual

Life (Years)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

6,909,000

 

 

$0.15

 

 

 

0.18

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

Extended

 

 

6,909,000

 

 

 

0.15

 

 

 

3.00

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited/expired

 

 

(6,909,000 )

 

 

0.15

 

 

 

—

 

Outstanding at March 31, 2026

 

 

6,909,000

 

 

$0.15

 

 

 

2.94

 

Exercisable at March 31, 2026

 

 

6,909,000

 

 

$0.15

 

 

 

2.94

 

 

As of March 31, 2026 and December 31, 2025, the average remaining contractual life of the outstanding warrants was 2.94 years and 0.18 year, respectively. The warrants will expire on March 7, 2029. The intrinsic value of the warrants at March 31, 2026 was $0 due to the exercise price exceeding the fair market value of the common stock.

 

Series A 10% Convertible Preferred Stock

 

The Company has authorized 4,000,000 shares of Preferred Stock, of which 50,000 shares have been designated as Series A 10% Convertible Preferred Stock. As of March 31, 2026 and December 31, 2025, there was no preferred stock issued or outstanding.

 

NOTE 6 - STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION:

 

At March 31, 2026 and December 31, 2025, the Company had 61,882,172 common shares outstanding. Also outstanding were warrants relating to 6,909,000 shares of common stock, all totaling 68,791,172 shares of common stock and all common stock equivalents, outstanding at March 31, 2026 and December 31, 2025.

 

The Company did not incur any stock-based compensation or issue common or preferred stock or any other equity instruments during the three months ended March 31, 2026 and 2025.

 

NOTE 7 - FAIR VALUE MEASUREMENTS:

 

ASC 820, “Fair Value Measurements and Disclosure,” (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

 

The three levels are described below:

 

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company;

 

Level 2 Inputs - Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;

 

Level 3 Inputs - Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants.

 

There were no transfers in or out of any level during the three months ended March 31, 2026 or 2025.

 

Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in the Company’s balance sheets, the Company has elected not to record any other assets or liabilities at fair value, as permitted by ASC 825. No events occurred during the three months ended March 31, 2026 or 2025 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

 

 
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The Company determines fair values for its investment assets as follows:

 

Cash equivalents at fair value - the Company’s cash equivalents, at fair value, consist of money market funds - marked to market on reporting dates. The Company’s money market funds are classified within Level 1 of the fair value hierarchy since they are valued using quoted market prices from an exchange.

 

The following tables provide information on those assets measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, respectively:

 

 

 

Carrying

Amount In

Balance Sheet

March 31,

 

 

Fair Value

March 31,

 

 

Fair Value

Measurement Using

 

 

 

2026

 

 

2026

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$205,202

 

 

$205,202

 

 

$205,202

 

 

$—

 

 

$—

 

Money market funds

 

 

1,167

 

 

 

1,167

 

 

 

1,167

 

 

 

—

 

 

 

—

 

Total Assets

 

$206,369

 

 

$206,369

 

 

$206,369

 

 

$—

 

 

$—

 

 

 

 

Carrying

Amount In

Balance Sheet

December 31,

 

 

Fair Value

December 31,

 

 

Fair Value

Measurement Using

 

 

 

2025

 

 

2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury and government securities

 

$220,465

 

 

$220,465

 

 

$220,465

 

 

$—

 

 

$—

 

Money market funds

 

 

1,501

 

 

 

1,501

 

 

 

1,501

 

 

 

—

 

 

 

—

 

Total Assets

 

$221,966

 

 

$221,966

 

 

$221,966

 

 

$—

 

 

$—

 

 

NOTE 8 - COMMITMENTS AND CONTINGENCIES:

 

The Company’s Board of Directors has agreed to pay the Company’s Chief Financial Officer an annual salary of $17,000. No other officers or directors of the Company receive cash compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development.

 

NOTE 9 - SUBSEQUENT EVENTS:

 

The Company has evaluated subsequent events from March 31, 2026 through the issuance date of these financial statements and there are no other subsequent events requiring disclosure.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

The information in this report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about themselves provided they identify these statements as forward looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. The Company’s actual results may differ significantly from management’s expectations as a result of many factors.

 

You should read the following discussion and analysis in conjunction with the financial statements of the Company, and notes thereto, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management. The Company assumes no obligations to update any of these forward-looking statements.

 

Results of Operations

 

For the three months ended March 31, 2026 and 2025

 

Revenue

 

The Company had no operations and no revenue for the three months ended March 31, 2026 and 2025, and its only income was from interest income on its short-term investments which are classified as cash and cash equivalents.

 

Operating Expenses

 

The following table presents our total operating expenses for the three months ended March 31, 2026 and 2025.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Audit and accounting fees

 

$5,100

 

 

$9,245

 

Payroll expense

 

 

6,851

 

 

 

5,284

 

Other general and administrative expense

 

 

5,384

 

 

 

2,796

 

Total

 

$17,335

 

 

$17,325

 

 

Operating expenses remained constant for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Other general and administrative expenses are comprised of transfer agent and EDGAR filer services and other services. These expenses were directly related to the maintenance of the corporate entity and the preparation and filing of reports with the Securities and Exchange Commission.

 

Loss from Operations

 

The Company incurred a loss from operations of $17,335 and $17,325 for the three months ended March 31, 2026 and 2025, respectively.

 

 
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Other Income (Expense)

 

The following table presents our total Other Income (Expense) for the three months ended March 31, 2026 and 2025.

 

 

 

Three Months Ended

March 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Interest and other income

 

$1,738

 

 

$2,818

 

Warrants modification expense

 

$(138,180 )

 

$—

 

Other Income (Expense), net

 

$(136,442 )

 

$2,818

 

 

Net other income (expense) was $(136,442) for the three months ended March 31, 2026, compared to net other income (expense) of $2,818 for the three months ended March 31, 2025. The change was due to the extension of the warrants’ expiration date resulting in warrants modification expense of $138,180 during the three months ended March 31, 2026 (see Note 5 to the financial statements).

 

Net Loss

 

The Company had a net loss of $153,777 for the three months ended March 31, 2026, compared with a net loss of $14,507 for the three months ended March 31, 2025. The increase in net loss was due to the above-mentioned warrant-extension-of-expiration-date effect and to a small increase in general and administrative expenses.

 

Loss per share for the three months ended March 31, 2026 and 2025 was approximately $(0.00) and $(0.00) based on the weighted-average shares issued and outstanding.

 

It is anticipated that future operating expenses will be consistent and then stabilize as the Company complies with its periodic reporting requirements; however, expenses may increase as the Company works to effect a business combination, although there can be no assurance that the Company will be successful in effecting a business combination.

 

Liquidity and Capital Resources

 

At March 31, 2026 the Company had cash and cash equivalents of $206,369, consisting of money market funds and U.S. Treasury and government securities maturing in 3 months or less. Management believes that its cash and cash equivalents are sufficient for its business activities for at least the next twelve months and for the costs of seeking an acquisition of an operating business.

 

The following table provides detailed information about our net cash flow for all years presented in this Report.

 

Cash Flow

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Net Cash Used in Operating Activities

 

$(15,597 )

 

$(13,679 )

Net Cash Used in Investing Activities

 

 

—

 

 

 

—

 

Net Cash Provided by Financing Activities

 

 

—

 

 

 

—

 

Net Decrease in Cash and Cash Equivalents

 

$(15,597 )

 

$(13,679 )

 

Net cash of $15,597 and $13,679 were used in operations during the three months ended March 31, 2026 and 2025, respectively.

 

The cash used in operating activities of $15,597 for the three months ended March 31, 2026 principally resulted from our net loss of $153,777 offset by change in warrants modification expense of $138,180.

 

The cash used in operating activities of $13,679 for the three months ended March 31, 2025 principally resulted from our net loss of $14,507 offset by change in accounts payable and accrued expenses of $828.

 

No cash flows were used in or provided by investing activities during the three months ended March 31, 2026 and 2025.

 

No cash flows were used in or provided by financing activities during the three months ended March 31, 2026 and 2025.

 

 
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New Accounting Pronouncements

 

Refer to the discussion of recently adopted/issued accounting pronouncements under Note 3 - Significant Accounting Policies and Recent Accounting Pronouncements.

 

Factors Which May Affect Future Results

 

Future earnings of the Company are dependent on interest rates earned on the Company’s invested balances and expenses incurred. The Company expects to incur significant expenses in connection with its objective of identifying a merger partner or acquiring an operating business.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our chief executive officer and chief financial officer concluded that as of March 31, 2026, our disclosure controls and procedures were effective.

 

Changes in Internal Controls over Financial Reporting.

 

We regularly review our system of internal control over financial reporting.

 

During the quarter ended March 31, 2026, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.

 

 
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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Number

 

Description

 

 

 

31.1*

 

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1*

 

Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_____________

* Filed herewith

 

 
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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.

 

 

CHASE PACKAGING CORPORATION

 

 

 

 

 

Date: May 15, 2026

By:

/s/ Ann C. W. Green

 

 

 

Ann C. W. Green

 

 

 

Chief Financial Officer and Assistant Secretary

 

 

 

(Principal Executive, Financial and Accounting Officer)

 

 

 
16

 

Source: View Original Filing on SEC EDGAR

FAQ

Did Chase Packaging Corporation (WHLT) generate any revenue in Q1 2026?

No, Chase Packaging reported no revenue for Q1 2026. The company has no operating business, and its only income was interest on short-term investments classified as cash and cash equivalents, making it effectively a cash shell seeking a merger or acquisition.

What was Chase Packaging Corporation’s net loss for the quarter ended March 31, 2026?

Chase Packaging reported a net loss of $153,777 for Q1 2026. This compares with a net loss of $14,507 in Q1 2025, with the increase mainly due to a $138,180 warrants modification expense related to extending warrant expiration.

How much cash does Chase Packaging Corporation (WHLT) have as of March 31, 2026?

As of March 31, 2026, Chase Packaging held $206,369 in cash and cash equivalents. These balances were invested in money market funds and U.S. Treasury and government securities, and management believes this is sufficient for at least the next twelve months of activities.

What warrant changes did Chase Packaging Corporation report in its Q1 2026 10-Q?

The company extended the expiration date of outstanding warrants to buy 6,909,000 common shares at $0.15 per share to March 7, 2029. This modification generated a non-cash warrants modification expense of $138,180 recorded in the quarter.

How many Chase Packaging Corporation (WHLT) shares are outstanding, and what is the warrant overhang?

Chase Packaging had 61,882,172 common shares outstanding at March 31, 2026, unchanged from year-end. It also had warrants outstanding for 6,909,000 additional shares at a $0.15 exercise price, creating total common stock and equivalents of 68,791,172.