AGIG 10-K & 10-Q changes, risk factors and insider trading

These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

The report of the independent registered public accounting firm on our 2025 and 2024 financial statements contains a going concern qualification.

The report of the independent registered public accounting firm covering our consolidated financial statements for the years ended December 31, 2025 and 2024 stated that certain factors, including that we have suffered recurring losses from operations and have an accumulated deficit at December 31, 2025, raised substantial doubt as to our ability to continue as a going concern. Because we are not yet producing sufficient revenue to sustain our operating costs, we are dependent upon raising capital to continue our business. If we are unable to raise capital, we may be unable to continue as a going concern.

The Company has incurred losses and anticipates continuing to incur losses while it commercializes and scales its business.

The Company has incurred net losses since its inception, including net losses of $29,460,935 for the year ended December 31, 2025 and net losses of $3,621,948 for the year ended December 31, 2024. The Company believes that it will continue to incur operating and net losses in the future while it grows, including following its initial generation of revenues from the sale of its products, which may occur later than expected or not at all. We do not expect to be profitable for the foreseeable future as we invest in our business, build capacity and ramp up operations, and cannot assure you that it will ever achieve or be able to maintain profitability in the future. Even if we are able to successfully develop our products and attract customers, there can be no assurance that we will be financially successful. For example, as the Company expands its product portfolio and expands internationally, it will need to manage costs effectively to sell those products at its expected margins. Failure to become profitable would materially and adversely affect the value of your investment. If the Company is ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of its products

The Company has identified material weaknesses in its internal control over financial reporting.

We have identified material weaknesses in our internal controls over financial reporting with regard to the assessment of the formal control environment and control activities. We have not performed a risk assessment in relation to segregation of duties, or for the risk that the financial statements may be materially misstated.

In addition, we have identified a material weakness in our internal controls over financial reporting related to accounting for significant and non-standard transactions. This weakness could result in errors or misstatements in our financial statements, which may not be detected in a timely manner. To note, we filed a restatement of our previously issued financial statements on the interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025. We are actively working to remediate this weakness by enhancing our control environment and implementing more robust procedures for the review and approval of such transactions.

Due to our limited resources, we may not be able to effectively manage our operations, which may result in weaknesses in our infrastructure, risks that we may not be able to comply with legal and regulatory requirements, and loss of employees and reduced productivity among remaining employees. For example, our limited resources and workforce reduction may negatively impact our efforts, which could result in unexpected costs and expenses and have a material adverse effect on our business, financial condition and prospects.

The existence of these material weaknesses could adversely affect our ability to accurately report our financial condition and results of operations. It may also impact investor confidence, potentially leading to a decline in our stock price and increased scrutiny from regulatory authorities.

Financial results could vary significantly from quarter to quarter and may be subject to macroeconomic influences, and its projections may differ materially from actual results.

The Company’s operating results could vary significantly from quarter to quarter due to a variety of factors, many of which are outside of its control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition, we may not be able to predict our future revenues or results of operations. We base our current and future expense levels on our internal research and development plans and forecasts, and our operating costs vary to the extent of our research and development and the planning for additional products. As a result, we may incur significant or unanticipated expenses associated with the research and development efforts of the products under our development. In addition to other risk factors discussed in this section, factors that may contribute to the variability of our quarterly results include:

As a result of these and other factors, our quarterly and annual operating results could be materially adversely affected. Moreover, our operating results may not meet the expectations of research analysts or investors, in which case the price of our common stock could decrease significantly.

Requirement for substantial additional financing to fund operations and complete the development and commercialization of technologies that may not be done on favorable terms.

We expect our expenses to increase in connection with our ongoing activities. We also expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. We cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our products. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate research and development programs or any future commercialization efforts.

We could use our capital resources sooner than currently expected. Our operating plans and other demands on our cash resources may change as a result of many factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other capital sources, including potentially government funding, collaborations, licenses and other similar arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for current or future operating plans. Attempting to secure additional financing may divert the Company’s management from day-to-day activities, which may adversely affect its ability to develop products.

Future capital requirements will depend on many factors, including:

In addition, our products may not achieve commercial success. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available on acceptable terms, or at all.

The Company’s technology may not be successful in developing commercial products.

The Company and its potential future collaborators may spend many years and dedicate significant financial and other resources to developing its technology that may never be successfully commercialized. Its technology may never become successfully commercialized for, among others, any of the following reasons:

If any of these things were to occur, it could have an adverse effect on our ability to raise additional capital, execute its business plan, or remain in business.

If we are unable to manage growth and expand operations successfully, our reputation and brand may be damaged, and the business and results of operations may be harmed.

We expect rapid growth and the number of facilities from which we operate to increase in the future. Our ability to effectively manage anticipated growth and expansion of our operations will require us to do, among other things, the following:

These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources. Furthermore, the Company’s growth has placed and will continue to place a strain on its operational, financial, and management infrastructure. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all. The Company’s failure to effectively manage growth and expansion could have a material adverse effect on its business, results of operations, financial condition, prospects, reputation and brands, including impairing its ability to perform to its customers’ expectations.

Competing in a competitive industry and failure to successfully compete with other companies in its industry may have a material adverse effect on the business.

The biomass to liquid fuel market is relatively new, and competition is still developing. Large early-stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. In addition, there are multiple competitors worldwide with limited funding, which could cause poor experiences, hampering overall adoption or trust in any particular provider.

Furthermore, our current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies, or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put the Company at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. In light of these factors, even if our offerings are more effective and of higher quality than those of our competitors, current or potential customers may accept our competitors’ solutions instead of ours. If we fail to adapt to changing market conditions or continue to compete successfully with current or new competitors, our growth will be limited, which would adversely affect the business and results of operations.

The Company expects to rely on a limited number of industry partners for a significant portion of its near-term revenue.

Our ability to successfully enter into, maintain and manage partnering arrangements will be critical factors to the success of our business and growth. We rely heavily and expect to continue to rely heavily on such arrangements. We have limited or no control over the amount or timing of resources that any third party commits to negotiating a partnering arrangement with it or, if negotiated and entered into, the timing or the number of resources that a third party will commit to its projects. Any third party with which we are in negotiations may experience a change of policy or priorities and may discontinue negotiations with us. Any of our industry partners may fail to perform their obligations as expected. These industry partners may breach or terminate their agreements with us or otherwise fail to conduct their partnering activities successfully and in a timely manner. Further, our industry partners may not develop commercially viable products arising out of our partnering arrangements or devote sufficient resources to the development, manufacture, marketing, and/or sale of our products. Moreover, disagreements with an industry partner regarding strategic direction, economics of the relationship between partners and our intellectual property or other matters could develop, and any such conflict could reduce our ability to enter into future partnering agreements and negatively impact our relationships with one or more existing industry partners. Any of these events could delay our anticipated timelines, prevent the successful development and commercialization of our products, negatively impact our financial results, and prevent us from ever achieving or sustaining profitability. Moreover, these negative consequences could be augmented in the event that we are forced to seek replacement partners, particularly for those whose plant locations would have allowed favorable relevant feedstock acquisition costs.

Partnering opportunities could be harmed and the anticipated timelines could be delayed if:

Additionally, because we have entered into exclusive arrangements with industry partners, other potential partners in our industry may choose to compete against us, rather than partnering with us. This may limit our partnering opportunities and harm our business and prospects. Moreover, our business could be negatively impacted if any of our industry partners undergo a change of control or assigns the rights or obligations under any of its agreements. If any of our industry partners were to assign these agreements to our competitors or to a third party who is not willing to work with us on the same terms or commit the same resources as the current industry partner, our business and prospects could be adversely affected.

The Company and its industry partners have a limited operating history utilizing its technology and different feedstocks, which may make it difficult to evaluate its future viability and predict its future performance.

Our operations to date have been limited to financing and staffing the Company and developing our technology platforms. Consequently, predictions about our future success or viability may not be as accurate as they could be if we had a longer history of successfully developing and commercializing products. Factors relating to our business that may contribute to these fluctuations include the following:

Governmental programs designed to incentivize the production and consumption of low carbon fuels and carbon capture and utilization, may be implemented in a way that does not include our products or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business and financial condition.

The Company and other participants in the alternative energy and fuel industry rely on governmental programs requiring or incentivizing the consumption of low carbon fuels. Renewable fuel has historically been more expensive to produce than fossil-based fuel, and these governmental programs support a market for biomass-based fuel that might not otherwise exist. If any of these governmental incentives are repealed, curtailed, or otherwise changed, we would likely see a decrease in demand for low carbon fuels and reduced revenue. If we are unable to effectively respond to governmental changes in a cost-efficient manner, we may fail to achieve the financial results it expects or that financial analysts and investors expect, and our business, prospects, financial condition, and operating results may be adversely affected.

Products produced by the Company’s process technologies compete with or are intended to displace comparable products produced using fossil resources. The market prices for these alternatively produced products and commodities are subject to volatility and there is a limited amount of referenceable market data.

We believe that there are a number of trends affecting our industry, including significant volatility in the price of the fossil-fuel feedstocks used to produce nearly all intermediate and basic chemicals, dramatic swings in earnings and difficulty in forecasting future performance; the increased availability of natural gas, especially in North America, and the growing spread between the price of crude oil and natural gas; the chemical industry increasingly building large-scale manufacturing facilities; and increasing interest in the environmental consequences of product purchases. While our business may be positively affected by these trends, our results may also be favorably or unfavorably impacted by these and other trends that affect demand and pricing for intermediate and basic chemicals, including, among others, changes in feedstock availability and pricing, developments in our industry and among our competitors, and changes in consumer preferences and demand. Our failure to effectively manage these trends could have a material adverse effect on our business, results of operations, financial condition, prospects, reputation and brands, including impairing our ability to perform to customers’ expectations. Additionally, we must often rely on our own market research to forecast sales, as detailed forecasts are not generally obtainable from other sources at this early stage of the industry. Market research and projections by the Company of estimated total retail sales, demographics, demand, and similar consumer research are based on assumptions from limited and unreliable market data, and generally represent the personal opinions of its management team. A failure in the demand for our products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the business, results of operations, financial condition or prospects of the Company.

The Company is subject to risks associated with currency fluctuations, and changes in foreign currency exchange rates could impact its results of operations.

The Company operates mainly through three entities: AGIG, a Delaware corporation, AGIG LLC, a Delaware limited liability company, and Abundia Global Impact Group (Ireland) Limited, an Irish limited liability company based in Kilpheak, Glenswilly, Co. Donegal, Ireland. The functional and reporting currency for AGIG and AGIG LLC is the US dollar. The functional and reporting currency for AGIG Ireland is the Euro.

Significant fluctuations in U.S. dollar to Euro exchange rates could affect the Company’s result of operations, cash position and funding requirements. To the extent that fluctuations in currency exchange rates cause its results of operations to differ materially from its expectations or the expectations of its investors, the trading price of the combined Company’s common stock could be adversely affected.

From time to time, we may engage in exchange rate hedging activities in an effort to mitigate the impact of exchange rate fluctuations. As part of our risk management program, we may enter into foreign exchange forward contracts to lock in the exchange rates for future foreign currency transactions, which is intended to reduce the variability of its operating costs and future cash flows denominated in currencies that differ from its functional currencies. We do not enter into these contracts for trading purposes or speculation, and the management believes all such contracts are entered into as hedges of underlying transactions. Nonetheless, these instruments involve costs and have risks of their own in the form of transaction costs, credit requirements and counterparty risk. If our hedging program is not successful, or if we change our hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange rates. Any hedging technique we implement may fail to be effective. If our hedging activities are not effective, changes in currency exchange rates may have a more significant impact on the trading price of its common stock.

If we are unable to attract, integrate, and retain additional qualified personnel, including top technical talent, our business could be adversely affected.

Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition for qualified individuals from numerous other companies, many of whom have greater financial and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges adequately or appropriately integrating them into our workforce and culture. If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational and managerial requirements, on a timely basis or at all, our business will be adversely affected.

Volatility or lack of positive performance in our share price may also affect our ability to attract and retain our key employees. Many of our senior management personnel and other key employees have become, or will soon become, vested in a substantial amount of shares of common stock, restricted stock units or warrants to purchase common stock. Employees may be more likely to leave us if the shares they own or the shares underlying their vested units or warrants have significantly appreciated in value relative to the original grant prices of the shares or units or the exercise prices of the warrants, or, conversely, if the exercise prices of the warrants that they hold are significantly above the market price of our common stock. If we are unable to appropriately incentivize and retain our employees through equity compensation, or if we need to increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, operating results and financial condition would be adversely affected.

Natural or man-made disasters, social, economic and political instability, and other similar events — including pandemics — may significantly disrupt the Company’s and its industry partners’ businesses and negatively impact its results of operations and financial condition.

The Company’s corporate headquarters are located in the U.S., with planned facilities in Houston, Texas, U.S., and we anticipate working with our industry partners in multiple other locations, including non-U.S. sites. Our locations, including potential non-U.S. locations, may be subject to social, economic and political instability, such as social uprisings. Additionally, any of the Company’s or its industry partners’ facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, tsunamis, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, which may render it difficult or impossible for the Company or its industry partners to operate its business for some period of time. The Company and its industry partners’ facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in the Company or its industry partners’ operations could negatively impact its business and results of operations, and harm its reputation. Our disaster recovery plan may not be sufficient to address an actual disaster, in particular any events that negatively impact us or our industry partners’ physical infrastructures. In addition, the Company and its industry partners may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our results of operations and financial conditions, and success as an overall business.

Technological innovation by others could render our technology and the products produced uneconomical.

The low carbon fuel industry is characterized by rapid and significant technological change. Our success will depend on our ability to maintain a competitive position with respect to technological advances. Our technology and the products derived from the technology may be rendered obsolete or uneconomical by technological advances, more efficient and cost-effective products or entirely different approaches developed by one or more of our competitors. Though our plans are to continue to expend significant resources to enhance our technology platform and processes, there are no assurances we will be able to keep pace with technological change.

Risks Related to the Company’s Manufacturing and Commercialization

Fluctuations in the prices of waste-based feedstocks used to manufacture the products produced using the Company’s process technologies may affect us or our industry partners’ cost structure, gross margin and ability to compete.

We may experience increases in the cost or a sustained interruption in the supply or shortage of waste-based feedstocks necessary for the manufacture of our products. Any such increase in cost, supply interruption, or materials shortage could adversely impact our business, prospects, financial condition, and operating results.

Substantial increases in the prices for our feedstock could reduce our margins if we cannot recoup the increased costs through increased sale prices on our product. Furthermore, fluctuations in fuel costs, or other economic conditions, may cause us to experience significant increases in freight charges. If we are unable to effectively manage our supply chain and respond to disruptions to our supply chain in a cost-efficient manner, we may fail to achieve the financial results we expect or that financial analysts and investors expect, and our business, prospects, financial condition, and operating results may be adversely affected.

If the Company is unable to successfully add additional process trains, it may not meet its customer demand.

To be successful and compete economically, we will have to add additional reactor trains to the current operational design. This may bring challenges with feedstock preparation and product recovery portions of the technology train. We may encounter difficulties in scaling up production, including problems with the supply of key components. Even if we are successful in developing our manufacturing capability, we do not know whether we will do so in time to satisfy the requirements of our customers. In order to fully implement our business plan, we will need to operate a larger industrial commercial facility, develop strategic partnerships, or find other means to produce greater volumes of finished product.

The Company may face manufacturing capacity issues that may adversely affect its deployment targets.

To successfully commercialize any of our products, the Company and its partners must have the capability to produce in significantly larger quantities than it has to date at acceptable quality levels on a cost-effective basis, and otherwise effectively scale up its operations. Any products that we develop to the point of commercial production may not perform in the same manner, or we may encounter operational challenges for which it is unable to devise a workable solution. If this occurs, our ability to commercially scale our technology and processes will be adversely affected, and with respect to any products that are brought to market, we may not be able to lower ours and our partners’ cost of production, which would adversely affect our ability to increase the future profitability of the business. Our expectations and estimates and the underlying assumptions regarding anticipated capital efficiencies and lower operating costs for plants using our processes compared to conventional fossil-derived energy, fuels and chemicals may prove to be incorrect. We may never achieve the necessary results to produce at a larger scale or achieve other production process efficiencies. Moreover, upon commercial production of our alternative energy, fuels and chemicals, we anticipate it taking multiple months to ramp up production to target production rate. Even if the Company and its partners are able to successfully produce on a larger scale, it may take longer than anticipated for the plants to produce at target productions rates, which would affect our profitability. In addition, although the management team has significant experience in chemical technology, the skills and knowledge gained in this area and in operating similar production facilities may prove insufficient in connection with its operation of large-scale facilities.

While abundant, if the availability of the waste-based feedstocks declines or competition for them increases, the Company may be required to raise the prices of its products which could reduce the demand and affect its revenue.

For accounting purposes, the Share Exchange is treated as a reverse acquisition, with AGIG as the surviving entity. As such, the historical financial statements of the accounting acquirer, AGIG, became the historical consolidated financial statements of the Company.

The Company now primarily operates as a low-carbon energy solutions company. Through our subsidiary, AGIG LLC, the Company is focused on using waste products to decarbonize the energy, fuels, and chemicals sector by providing renewable or recycled alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place. Demand for these low-carbon products continues to grow due to regulatory requirements and industry commitments to decarbonize supply chains.

Sales Pursuant to the ELOC Agreement

Since December 31, 2025, the Company issued 868,000 shares of Common Stock under the ELOC Agreement, for total gross proceeds of $2,569,097.

Restatement of Quarter Ended September 30, 2025

On February 2, 2026, the audit committee of the Company’s board of directors (the “Audit Committee” ), based on the recommendation of, and after consultation with, the Company’s management concluded that the Company’s previously issued unaudited interim consolidated financial statements for the quarter ended September 30, 2025 (the “Affected Financials”), and any reports, related earnings releases, investor presentations or similar communications for such periods should no longer be relied upon. The determination resulted from errors in the Affected Financials identified by the Company related to omitted non-cash transactions in the consolidated statement of operations. These non-cash transactions related to acquisition costs related to the reverse acquisition. Additionally, the Company corrected certain items that were previously identified and concluded as immaterial, individually, and in the aggregate, to its consolidated financial statements as of September 30, 2025. These items primarily relate to amortization of debt discount and other payables misclassifications as well as two casting errors identified in the equity statement. These items impact General and administrative cost in the income statement, with a corresponding impact on the balance sheet and statement of changes in shareholders’ equity. These changes did not have any cash impact.

Placement Agent Agreement and Registered Direct Offering

On February 23, 2026, the Company closed an offering pursuant to that certain Securities Purchase Agreement (the “2026 Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the investor, (i) 4,134,175 shares of Common Stock and (ii) pre-funded warrants to purchase up to 1,800,543 shares of Common Stock at an exercise price equal to $0.001 per share (the “2026 Offering”). These pre-funded warrants were exercised on March 17th, 2026. The Company received gross proceeds of approximately $20.0 million before deducting the placement agent’s fees and related offering expenses.

In connection with the 2026 Offering, the Company entered into a placement agency agreement (the “2026 Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”), pursuant to which the Company engaged Titan Partners as the placement agent in connection with the 2026 Offering. The Company agreed to pay Titan Partners a fee in cash equal to approximately 7.0% of the gross proceeds, a non-accountable expense allowance in the amount of 0.5% of the gross proceeds, as well as to issue to the Placement Agent placement agent warrants to purchase up to 118,694 shares of Common Stock, with an exercise price equal to 110% of the public offering price of the shares.

2025 Fiscal Year End Highlights

During 2025, our capital investment expenditures related principally to the acquisition of the Cedar Port site in Baytown, TX, a 25-acre industrial site at a cost of $8,572,523. A further $630,830 of capital investment has been made in the year with the commencement of the build-out of the Abundia Innovation Center, the hub for the end-to-end lifecycle of producing renewable fuels and chemicals, and our operational headquarters.

ELOC Drawdowns

On July 10, 2025, the Company entered into the ELOC Agreement with the ELOC Investor, providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Agreement.

The purchase price per share is equal to 96% of the lowest daily volume-weighted average price (“VWAP”) during a specified measurement period following each purchase notice. The Company may issue up to 10,000,000 shares of Common Stock (exclusive of the commitment shares issued pursuant to the ELOC Agreement  described below) under the ELOC, subject to a (i) 9.99% beneficial ownership cap, and (ii) a 19.99% exchange cap, unless shareholder approval is obtained or sales are made at or above the minimum price as defined by NYSE American rules.

The ELOC Agreement may be terminated by the Company at any time after commencement, provided the commitment fee and legal fees have been paid. The agreement automatically terminates upon the earlier of (i) full drawdown, (ii) expiration of the 24-month term, (iii) delisting, or (iv) bankruptcy events.

Debt Restructuring

Pursuant to an Assignment, Assumption and Release Agreement, dated November 12, 2025, BFH agreed to acquire $3,500,000 of the outstanding principal amount of the convertible note, dated July 10, 2025, originally used to finance the purchase of the Company’s Cedar Port property.

On November 19, 2025, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company engaged A.G.P. as the placement agent (the “Placement Agent”) in connection with a registered direct offering pursuant to a Registration Statement on Form S-3 (File No. 333-290308), which was filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2025 and became effective by operation of law on November 3, 2025 (the “Registration Statement”), as supplemented by a prospectus supplement dated November 19, 2025.

On November 21, 2025, we closed an offering (the “Offering”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), entered into on November 19, 2025, with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 2,285,715 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) to the Investors, at a price of $3.50 per share, for aggregate gross proceeds to the Company of $8,000,000 before deducting the placement agent’s fees and related offering expenses

During 2025, we incurred impairment charges of $1,546,900. $1,115,000 of the charges relate to the impairment of a license for a technology that the Company does not intend to use. On this basis the Company determined the licensed technology had no future economic benefit and therefore wrote off its full $1,115,000 carrying value as an impairment charge within the Renewables segment. The remaining $431,900 of the charge was attributable to the impairment of our legacy oil and gas assets due to declines in energy prices and increased operating expenses relating to our Reeves County properties.

Going Concern

For the years ended December 31, 2025 and 2024, we had a net loss of approximately $29,460,935 and approximately $3,621,948, respectively, and will require additional capital in order to operate in the normal course of business and fund operating activities.

Based on the Company’s current projections, management believes there is substantial doubt about its ability to continue to operate as a going concern and fund its operations through at least the next twelve months following the issuance of these consolidated financial statements.

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results could materially differ from those estimates. For information regarding our critical accounting policies as well as recent accounting pronouncements, see Note 3 of our consolidated financial statements.

Our management has discussed the development and selection of critical accounting estimates with the Board of Directors, and the Board of Directors has reviewed our disclosure relating to critical accounting estimates in this Annual Report. We believe the following are the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Acquisitions and Business Combinations

For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired, and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Except as set forth below, there have been no material changes to the risk factors disclosed in part 1, Item 1A of our annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Company and Business Risks- RPD Technologies

RPD success depends on its ability to successfully execute complex, first-of-a kind pilot demonstration projects for customers.

RPD’s business depends on its ability to successfully design, engineer, fabricate, commission and operate pilot plants, demonstration units and process validation programs for customers developing new and emerging technologies. Such projects are inherently complex and often involve first-of-a-kind processes, evolving engineering requirements, changing technical specifications and operational uncertainties. There can be no assurance that RPD will successfully execute all projects within expected budgets, schedules or performance requirements, or that customers will continue to fund, modify or complete projects. Delays, changes in project scope, technical challenges or the suspension or cancellation of customer projects could adversely affect RPD’s revenues, profitability and operating results.

Demand for RPD’s services depends on customer capital spending and technology commercialization activity.

Demand for RPD’s engineering, fabrication, pilot plant and process validation services is influenced by capital spending, research and development budgets and commercialization activity across the energy, petrochemical, chemical, renewable fuels and industrial sectors. Reductions in customer capital expenditures, delays or cancellations of technology development programs, adverse economic conditions, lower commodity prices, changes in government policies or incentives, or a customer’s inability to obtain or maintain project financing could reduce demand for RPD’s services and adversely affect its business, financial condition and results of operations.

RPD’s business depends on availability of skilled personnel and timely procurement of equipment and materials.

RPD’s business depends on the availability of skilled engineering, fabrication, commissioning and operations personnel, as well as the timely procurement of equipment, fabricated components and specialized materials used in customer projects. Labor shortages, increased competition for technical personnel, supply chain disruptions, vendor delays, cost inflation or the inability to source critical equipment may increase project costs, delay project execution or reduce operating margins. In addition, because many customer projects are custom-engineered and fixed in scope, RPD may have limited ability to recover unexpected cost increases.

RPDs revenue is concentrated in a limited number of projects, delays or cancellations of projects will affect operating results and cashflows.

RPD generates revenue from a limited number of engineering and pilot-scale projects, many of which are highly specific and specialized. Customer projects may be delayed, suspended, modified or terminated due to changes in funding availability, corporate priorities, technical results, permitting, market conditions or other factors outside of RPD’s control. Because project revenues are often recognized over the duration of individual contracts, the delay, cancellation or postponement of one or more significant projects could materially affect RPD’s revenues, operating results and cash flows during a particular reporting period.

Risks Related to the Company’s Legal, Regulatory, and Environmental, Health and Safety Matters

RPD’s operations involve the handling of hazardous materials and are subject to environmental laws and regulations, violations of which could result in fines, remediation costs, or operational interruptions.

RPD’s operations involve the handling, storage, testing and processing of feedstocks, chemicals and process streams that may be hazardous, flammable, toxic or otherwise regulated. RPD is subject to federal, state and local laws and regulations governing the generation, use, handling, storage, transportation, treatment and disposal of hazardous and non-hazardous materials and wastes. Any failure to comply with these requirements, or any release, spill, contamination event or other environmental incident, could result in fines, penalties, remediation obligations, operational interruptions, third-party claims and increased compliance costs, any of which could materially adversely affect our business, financial condition and results of operations.

Changes in environmental regulations, permits or incentive programs applicable to renewable fuels and low carbon technologies could reduce demand for RPDs services.

RPD’s business and the businesses of our customers may depend in part on the availability of federal, state and local permits, approvals and regulatory incentives applicable to renewable fuels, low-carbon fuels, recycling, waste-to-value technologies and related environmental attributes. Changes in laws, regulations, permit requirements, agency interpretations or the availability or value of credits, incentives or environmental attributes, including programs such as the Renewable Fuel Standard or state low-carbon fuel programs, could adversely affect the economics of customer projects, reduce the availability of project funding, delay or cancel customer investments, or otherwise reduce demand for our engineering, fabrication, pilot plant and process validation services.

On April 1, 2026, the Company acquired 100% of the membership interests of RPD Technologies Americas, LLC (“RPD”) from Abundia Financial, LLC (“Abundia Financial”), the Company’s controlling shareholder, pursuant to a Membership Interest Purchase Agreement. RPD is an engineering and technology services company that provides process development, pilot plant operations, engineering design and technology commercialization services to customers in the energy, refining, petrochemical, and renewable fuels industries. RPD assists clients with evaluation, development, scale-up, testing and commercialization of proprietary and third-party technologies.

The acquisition was completed for an aggregate consideration of $4.8 million. As both the Company and RPD were under common control of Abundia Financial immediately before the transaction, the acquisition was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities acquired were recorded at their historical values, and the Company’s consolidated financial statements have been adjusted retrospectively to reflect the combined operations of the entities for all periods presented, as applicable. Following the acquisition, RPD operates as a 87% owned subsidiary of the Company, and its financial position, results of operations and cashflows are included in the Company’s unaudited condensed consolidated financial statements

Revenue-RPD. The RPD segment generates revenue from engineering and process development services primarily in the energy, refining, petrochemical and renewables fuel industries. The revenue from the RPD segment increased by $1,329,110 during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The revenue from the RPD segment increased by $2,540,857 during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by the successful relocation of the Company’s facility. During 2025, the Company was in process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels. The year-over-year increase is also impacted by the timing of the common control transaction. The statement of operations for the six months ended June 30, 2025 includes only three months of operating activity, which further contributes to the variance when compared to the six months ended June 30, 2026.

Cost of revenue and gross margin. Cost of revenue increased by $434,258 during three months ended June 30, 2026 compared to the three months ended June 30, 2025 and by $1,100,748 during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by the relocation of the Company’s facility. During 2025, the Company was in the process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels and related costs. The year-over-year increase is also impacted by the timing of the common control transaction. The statement of operations for the six months ended June 30, 2025 includes only three months of operating activity, which further contributes to the variance when compared to the six months ended June 30, 2026.

We have evaluated whether the acquisition of RPD impacts the Company’s conclusion that there is substantial doubt about the Company’s ability to continue as a going concern. We have concluded RPD’s operating cashflows would not be sufficient to fund the capital expenditures and working capital requirements necessary to sustain and grow the overall business and therefore, the RPD acquisition has not impacted such conclusions.