AETN 10-K & 10-Q changes, risk factors and insider trading
Aeternum Health, Inc. (also AETND) · OTC · Miscellaneous Electrical Machinery, Equipment & Supplies · CIK 764630 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
For the year ended December 31,see in full comparison2024,2025, thecompanyCompany incurred$89,289$32,681 of professional fees compared to$26,884$89,289 for the year ended December 31, 2024,2023,aan increasedecrease of$62,405$56,608 or235,687%.63.4%. Professional fees generally consist of audit, legal, accounting and investor relation fees. In the currentyearperiod we have had a $38,000 decrease in audit fees, anincreaseapproximately $12,000 decrease in legal feesfor audit, accountingandlegal$6,600ofinapproximately $46,000, 10,200 and $6,200, respectively.accounting fees.
We had total revenue ofsee in full comparison$65,481$203,655 and$20,109$65,121 for the years ended December 31,20242025 and December 31,2023,2024, respectively, an increase of$45,372138,534 or225.6%.212.7%. We had cost of revenue of$73,159$79,210 and$47,223,$72,799, respectively, and a deduction for revenue share of$5,027$4,391 and$5,906,$5,027, respectively, for gross margins of($12,705)$120,054 and ($33,020$12,705), respectively. Our cost of service is included with our salary and wage expense.
For the year ended December 31,see in full comparison20242025 and2023,2024, we recognized$42,025$51,383 and$36,968,$42,025, respectively, of consulting expense, an increase of$5,057$9,358 or13.7%.22.3%.ThisOurincreaseconsultingwasexpense is primarily for grant writing, engineering services and other consultantsthat were brought on after the mergertobolstertakeaccessadvantagetoof available government contracts and grantopportunitiesapplication opportunities, andexpandupdate product offerings.
“For the year ended December 31, 2024, the company incurred $99,802 of G&A expenses compared to $335,489 for the year ended December 31, 2023, a decrease of $235,687 or 70.3%. In the prior period we issued shares of common stock for total non-cash expense of $197,844.”see in full comparison
“During the year ended December 31, 2024, we repaid $113,245 of related party loans. During the year ended December 31, 2023, we received $660,000 from the sale of common stock and repaid $112,856 of related party loans.”see in full comparison
For the year ended December 31,see in full comparison20242025 and, we had a net loss of$450,318$337,094 compared to$632,948$450,318 for the year ended December 31,2023,2024, a decrease of$182,630.$113,224 or 25.1%. We had a decreaseinof our net lossprimarilymainly due to thestockincreaseissuedofforourservicesnetdiscussed above.margin.
Full comparison: every changed paragraph (11)
We
had total revenue of $65,481$203,655 and $20,109$65,121 for the
years ended December 31, 20242025 and December 31, 2023,2024, respectively, an increase of $45,372 138,534
or 225.6%.212.7%. We had cost of revenue of $73,159
$79,210 and $47,223,$72,799, respectively, and a deduction for revenue share of $5,027$4,391 and $5,906,$5,027, respectively,
for gross margins of ($12,705)$120,054 and ($33,020$12,705),
respectively. Our cost of service is included with our salary and wage expense.
For
the year ended December 31, 2024,2025, the company
Company incurred $89,289$32,681 of professional fees compared to $26,884$89,289 for the year ended December 31,
2024, 2023,a an increasedecrease of $62,405$56,608 or 235,687%.63.4%. Professional
fees generally consist of audit, legal, accounting and investor relation fees. In
the current yearperiod we have had a $38,000 decrease in audit fees, an increaseapproximately $12,000 decrease in legal fees for audit,
accounting and legal$6,600 ofin approximately $46,000, 10,200 and $6,200, respectively.accounting
fees.
For the year ended December 31, 2025, the Company incurred $105,264 of G&A expenses compared to $99,802 for the year ended December 31, 2024, an increase of $5,462 or 5.5%.
For
the year ended December 31, 2024, the company incurred $99,802 of G&A expenses compared to $335,489 for the year ended December 31,
2023, a decrease of $235,687 or 70.3%. In the prior period we issued shares of common stock for total non-cash expense of $197,844.
For
the year ended December 31, 20242025 and 2023,2024, we
recognized $42,025$51,383 and $36,968,$42,025, respectively, of consulting expense, an increase of $5,057 $9,358
or 13.7%.22.3%. ThisOur increaseconsulting wasexpense is primarily for grant
writing, engineering services and other consultants that were brought on after the merger to bolstertake accessadvantage toof available
government contracts and
grant opportunitiesapplication opportunities, and expandupdate product offerings.
For
the year ended December 31, 20242025 and 2023,2024, we
had officer compensation expense of $186,668$200,000 and $120,000,$186,668, respectively, an increase of $66,668
$13,332 or 55.6%.7.1%. Beginning in MarchApril 2024 officer compensation
for our CEO increased to $16,667 a month. However, this compensation was
not paid to the officer in 20242025 and 20232024 and has been deferred.
For the year ended December 31, 2025, for other expense we had only interest expense of $67,820.
For
the year ended December 31, 2024, we had total
other expense of $18,829.$19,829. We had had interest expense of $69,829 and received $50,000
as a grant award to start
development of a battery energy storage DC fast Charger. For the year ended December 31, 2023, we had $80,587 of interest expense.
For
the year ended December 31, 20242025 and, we had a
net loss of $450,318$337,094 compared to $632,948$450,318 for the year ended December 31, 2023,2024, a decrease
of $182,630.$113,224 or 25.1%. We had a decrease inof our net loss
primarily mainly due to the stockincrease issuedof forour servicesnet discussed above.margin.
We had no financing activity during the year ended December 31, 2025. During the year ended December 31, 2024, we repaid $113,245 of related party loans.
During the year ended December 31, 2024, we repaid
$113,245 of related party loans. During the year ended December 31, 2023, we received $660,000 from the sale of common stock and repaid
$112,856 of related party loans.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Revenue and Cost of Revenue”
Removed heading “Professional Fees”
Removed heading “General and Administrative Expense”
Removed heading “Consulting Expense”
Removed heading “Officer Compensation”
Removed heading “Other Income/Expense”
Removed heading “Operating Activities”
Removed heading “Financing Activities”
Largest changes
“Management intends to fund the Company’s operations through a combination of available cash, additional debt and equity financings, related-party funding and other potential sources of capital. There can be no assurance that additional financing will be available when required or on terms acceptable to the Company. The Company’s ability to continue its planned operations is dependent upon obtaining sufficient financing, successfully executing its business plan and ultimately generating sufficient revenues and cash flows from operations. …”see in full comparison
Full comparison: every changed paragraph (34)
Shorepower
is a transportation electrification infrastructure manufacturer and service provider of Electric Vehicle Supply Equipment (EVSE), Truck
Stop Electrification (TSE) and electric standby Transport Refrigeration Unit (eTRU) stations. They have 60 operational TSE facilities
with over 1,800 individual electrified parking spaces in 31 states. Shorepower’s stations are EPA SmartWay-Verified and CARB-Verified.
Shorepower has its headquarters in Hillsboro, Oregon, near Portland, Oregon, and an office in the Detroit, Michigan metro area. Shorepower
is a certified minority owned business enterprise (MBE). The Shorepower management team is comprised of a group of seasoned individuals
with knowledge of technology, transportation electrification, charging stations and heavy-duty vehicle technologies. Combined, the team
has managed over $16 million in government contracts and grant funds to deploy transportation electrification throughout the nation.
On
February 17, 2026, the CompanyShorepower entered into a merger agreement with Aeternum Health LLC, pursuant to which Aeternum Health willmerged mergeinto
into Shorepower, with Shorepower as the surviving entity. Upon closing, Shorepower’s CEO and sole director, Jeff Kim, will resign
and appoint Paul Mann, Aeternum Health’s manager, as President, CEO, and sole director.resigned. The
Company willhas divestdivested its existing transportation
electrification business and shiftshifted its focus to healthcare,both specifically(i) mining of critical minerals required by the U.S. Government that
are potentially not easily obtained because of being located in countries from which such minerals could a challenge for political and
competitive reasons as well as (ii) potentially developing services, products and solutions to increase longevity and anti-agingachieve solutions.optimal
health.
As
consideration for the merger, the Company willis obligated to issue shares representing 51% ownership and 2,000,000 shares of Series B preferred stock
(with super voting rights) to Paul Mann. Aeternum Health will contribute assetsa includingminimum,
$1,500,000 intellectualin propertythe form of (a) securing sources of critical minerals and/or contributing know-how and data relatedfrom a single patient
relating to a
peptide-based novel peptide mix in development for longevity treatment,and atanti-aging leastand $1.5any millionIP resulting from or developed from the know-how
and data collected; and (b) a minimum of $300,000 in cash, and a related commercialization business.cash. In connection with the transaction,
Jeff Kim has agreed to cancel up to
13,000,000 shares of common stock in stages.
In
March 2026, the Company changed its name to Aeternum Health, Inc. and its trading symbol to AETN. Effective April 3, 2026, the
Company Company
increased its authorized shares of common stock from 100 million to 250 million. The merger isclosed subjecton toJune
30, customary closing conditions, including receipt
of the audited financial statements of Aeternum Health.2026.
In connection with the Company’s merger with Aeternum Health LLC and its strategic shift away from its legacy transportation electrification business, the Company disposed of its Shorepower operations during the three months ended June 30, 2026. As a result, the historical operating results of the Shorepower business have been classified as discontinued operations for all periods presented. Accordingly, the discussion of the Company’s results of operations below primarily reflects the results of the Company’s continuing operations.
For the three months ended June 30, 2026 and 2025, the Company recognized losses from the operations of the discontinued business of $13,898 and $105,855, respectively. During the three and six months ended June 30, 2026, the Company also recognized a gain of $2,007,315 and $2,037,315, respectively, related to the disposal of the Shorepower business. For the six months ended June 30, 2026 and 2025, losses from the operations of the discontinued business were $153,553 and $99,964, respectively, and the Company recognized a gain on disposal of $2,037,315 during the six months ended June 30, 2026.
As a result of the disposition, the operating results of the Shorepower business will not be included in the Company’s continuing operations in future periods. Consequently, the Company’s historical results may not be indicative of its future operating results as it continues to develop and execute its new business strategy.
ForThree
theMonths threeEnded monthsJune ended March 31,30, 2026 comparedCompared to theThree threeMonths monthsEnded endedJune March 31,30, 2025
The Company generated no revenue from continuing operations during the three months ended June 30, 2026 or 2025.
During the three months ended June 30, 2026, the Company incurred operating expenses of $270,879, compared to no operating expenses from continuing operations during the comparable period in 2025. Operating expenses for the three months ended June 30, 2026 consisted of professional fees of $15,200, general and administrative expenses of $7,503, exploration costs of $82,680, project management services of $27,936, consulting expenses of $107,560 and related-party consulting expenses of $30,000. The increase in operating expenses was attributable to costs incurred in connection with the development and implementation of the Company’s new business activities following its strategic transition. As a result, the Company reported a loss from continuing operations of $270,879 for the three months ended June 30, 2026, compared to no income or loss from continuing operations for the three months ended June 30, 2025.
Revenue
and Cost of Revenue
We
had total revenue of $2,260 for the three months ended March 31, 2026, compared to $164,657 for the three months ended March 31, 2025,
a decrease of $162,397 or 98.6%. We had costs of revenue of $13,461 and $38,383, respectively, and a deduction for revenue share of $776
and $922, respectively, for gross margin of ($11,977) and $125,352, respectively. Our cost of service is included with our salary and
wage expense.
Professional
Fees
For
the three months ended March 31, 2026, the Company incurred professional fees of $9,788 compared to $4,043 for the three months ended
March 31, 2025, an increase of $5,745 or 142.1%. Professional fees generally consist of audit, legal, accounting and investor relations
fees. In the current period we have had a $3,000 and $5,378 increase in audit and accounting fees, respectively. These increases were
offset by a decrease of $2,633 in legal fees.
General
and Administrative Expense
For
the three months ended March 31, 2026, the company incurred $37,292 of general and administrative expense (“G&A”) compared
to $25,695 for the three months ended March 31, 2025, an increase of $11,597 or 45.1%.
Consulting
Expense
For
the three months ended March 31, 2026, we recognized $10,492 of consulting expense, compared to $22,882 in the prior period, a decrease
of $12,390 or 54.1%.
Officer
Compensation
For
the three months ended March 31, 2026, we had officer compensation expense of $50,000, compared to $50,000 for the three months ended
March 31, 2025.
Other
Income/Expense
For
the three months ended March 31, 2026, we had interest expense of $20,106 compared to interest expense of $16,840 for the three months
ended March 31, 2025, an increase of $3,265 or 19.4%. We incur interest expense on our related party loans.
Net
Loss
ForSix
theMonths threeEnded monthsJune ended30, March2026 31, 2026, we had a net loss of $139,655 comparedCompared to netSix incomeMonths ofEnded $5,891June for30, the three months ended March
31, 2025.2025
The Company generated no revenue from continuing operations during the six months ended June 30, 2026 or 2025.
Operating expenses were $300,879 for the six months ended June 30, 2026, compared to no operating expenses from continuing operations during the six months ended June 30, 2025. Operating expenses during the 2026 period consisted of professional fees of $15,200, general and administrative expenses of $7,503, exploration costs of $82,680, project management services of $27,936, consulting expenses of $107,560 and related-party consulting expenses of $60,000. These expenses reflect costs associated with the Company’s new business activities, including mineral exploration and development activities, project management, professional services and consulting. The Company reported a loss from continuing operations of $300,879 for the six months ended June 30, 2026, compared to no income or loss from continuing operations for the six months ended June 30, 2025.
As of June 30, 2026, the Company had cash of $702,809 and working capital of approximately $1.8 million. The Company had no revenue from continuing operations during the six months ended June 30, 2026 and used approximately $1.6 million of cash in operating activities during the period.
Operating
Activities
For
the three months ended March 31, 2026, the company used $56,218 of cash in operating activities compared to $18,332 for the three months
ended March 31, 2025.
Financing
Activities
During
the threesix months ended MarchJune 31,30, 2026, wethe Company financed its operations primarily through related-party borrowings and issuances of common
stock. The Company received $47,500approximately $2.17 million in loans from therelated saleparties, $77,500 from sales of common stock to third parties
and $12,500$18,500 from the salesales of
common stock to ourrelated CEO.parties. ThereNet cash provided by financing activities was noapproximately financing$2.27 activity inmillion
for the priorsix period.months ended June 30, 2026.
The Company is in the early stages of developing its continuing business operations and expects to incur additional expenditures related to exploration, project development, professional services, consulting and other planned business activities. The Company has not generated revenues from continuing operations and expects that additional financing will be required to fund its planned activities.
Management intends to fund the Company’s operations through a combination of available cash, additional debt and equity financings, related-party funding and other potential sources of capital. There can be no assurance that additional financing will be available when required or on terms acceptable to the Company. The Company’s ability to continue its planned operations is dependent upon obtaining sufficient financing, successfully executing its business plan and ultimately generating sufficient revenues and cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date the financial statements are issued.
In addition, the Company has entered into arrangements that may require significant future capital. The Company has agreed to invest $10.0 million in American Renaissance Minerals LLC in exchange for a 50.1% controlling equity interest, subject to various closing conditions. Subsequent to June 30, 2026, the Company also acquired an option related to the Nkamouna Nickel-Cobalt mining project in Cameroon. These activities are expected to require additional capital beyond the Company’s current resources.
AETN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding AETN (13F)
None of the 59 investors we track reported a position in their latest 13F.