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: 000-53035

KiNRG, Inc.

(Exact Name of Registrant As Specified In Its Charter)

910-509-7183

(Registrant’s telephone number, including area code)

Securities to be registered under Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed 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 Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Company 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 11, 2026, there were 62,560,743 shares of the Company’s common stock, par value $0.0001, issued and outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

KiNRG, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

See the accompanying notes to the unaudited condensed consolidated financial statements

KiNRG, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See the accompanying notes to the unaudited condensed consolidated financial statements

KiNRG, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

See the accompanying notes to the unaudited condensed consolidated financial statements

KiNRG, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See the accompanying notes to the unaudited condensed consolidated financial statements

KiNRG, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026 and 2025

Unaudited

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

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that are based on beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results may differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the section entitled “Risk Factors.” See “Cautionary Note Regarding Forward-Looking Statements.”

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Overview

Our core objective and focus is to become a leading provider of clean efficient green energy and green hydrogen to the world communities at a reasonable cost without the destructive residuals of fossil fuel, while continuing to generate innovative technological solutions for today and tomorrow’s electrical power needs.

We have assembled a team of experienced business professionals, engineering and scientific consultants with the proven ability to bring the idea to market. We have filed and been issued patents.

We have designed, engineered, developed and are preparing to construct both large and smaller HydroThermal Reactors (HTR) that use benevolent, non-toxic natural elements to generate electricity economically by integrating and synthesizing numerous proven as well as emerging technologies. In addition to constructing large and smaller HTRs in the United States and abroad, the Company intends to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for electricity. The Company is developing a smaller “modular” reactor to support AI data centers and other applications where a constant 24/7/365 base load is required. The Company has been focused on retooling the large HTRs and is concentrating on the smaller HTRs which will produce far less total annual megawatt hours but is designed to meet the needs of emerging AI data center energy requirements, which require a base load of energy 24/7/365. The large HTRs is better suited to support the green hydrogen market. The smaller modular HTR will require less than half of the concrete needed for the large HTR, a quarter of the generating capacity, and can be constructed in approximately half the time.

The large HTR is estimated to cost $2.2 billion and requires 36 months to construct. The large HTR is designed to generate the maximum amount of energy over the year by utilizing the hottest and driest hours during the year which require the taller distance for the reactor to accommodate the evaporative process. Combining the large HTR with a Green Hydrogen production facility (which costs approximately $1.4 billion and would be developed by others), seeks to produce Green Hydrogen at a competitive cost.

The smaller HTR is estimated to cost less than $1 billion. Unlike the taller HTR, it is designed to maximize production during the coolest hours of the year and support a base load required by data centers. The reactor’s height is shortened to accommodate the shorter distance to support the evaporating process for cooler and more damp conditions. By comparison, the smaller HTR can be constructed in 12 to 15 months, uses less water and can be adapted to more climates. When connected to a data center (by others) the smaller HTR is projected to produce 150 MW’s to 200 MW’s of reliable power, 24/7/365, and by-pass the need for the data center to require power from the grid. After completion of construction, the reactors will be immediately operational. Each of the individual operating systems is tested and operational as part of the construction completion process. Those systems include the water injection system, turbine and hydraulic pressure system, generator production system, water collection and pumping system. The reactor is simply activated by the water injection system, and the entire reactor is immediately operational. However, the timeline to full operational status could be affected by factors such as final local inspections, interconnection testing with any co-located facilities (e.g., data centers or hydrogen production plants), or unforeseen commissioning delays, which we estimate could add several months in some cases, though we anticipate minimal delays given the integrated testing during construction.

The Company intends to pursue project financing to fund the construction of both its small- and large-scale downdraft renewable energy towers (collectively, the “HTRs”). Obtaining such project financing is expected to be contingent upon the Company entering into long-term power purchase agreements (also known as off-take agreements) with customers for each project. These agreements would guarantee the purchase and price of the energy produced, thereby providing a basis for ensuring that any debt associated with the project financing can be repaid. This method of financing is commonly used for renewable energy projects in the United States. If the Company is required to raise equity capital in connection with project financing, it intends to pursue equity investors for individual HTR projects and may seek assignments of proceeds from available investment tax credits or production tax credits. There can be no assurance that project financing will be available on acceptable terms or at all, or that any required equity capital or tax credits will be obtainable, which could materially impact the Company’s ability to develop and construct its HTRs.

Permitting for large and smaller HTR’s varies from state to state and country to country. In the United States, because the HTR has no carbon or toxic emission, there are no time-consuming Federal air permits required under laws such as the Clean Air Act. Other federal approvals, such as those related to water resources on federal lands (e.g., under the Bureau of Land Management if applicable) or environmental reviews under the National Environmental Policy Act (NEPA) or Endangered Species Act, are not anticipated based on our current design, but could arise depending on site-specific factors like proximity to protected habitats or federal waterways. Projects are completely “Behind the Meter” where no rights of way beyond the project site are required and they can be permitted by local jurisdictions. Local permits will vary depending on local procedures, rules and regulations. States will not require emission permits because the reactors have zero carbon emissions. The reactors will require standard construction permits conforming to local codes and water permits which will also vary from state to state as well as local jurisdictions. For construction permits, the typical process involves submitting site plans and engineering designs to local building departments for review, potential public comment periods, and inspections during construction, with timelines generally ranging from 3-12 months depending on jurisdiction complexity. Water permits, which may involve demonstrating sustainable sourcing and usage, are typically handled by state agencies (e.g., the California State Water Resources Control Board if sited in California) and could take 3-18 months, including assessments of water rights, availability, and environmental impact. In California, where we are investigating feasibility, additional state-level reviews under the California Environmental Quality Act (CEQA) may apply, potentially extending timelines if environmental impact reports are required. No site has currently been selected to evaluate the specific permitting requirements for any site, and as a result, no federal, state, or local approvals are currently in process or have been sought. No site has currently been selected to evaluate the specific permitting requirements for any site.

Each HTR project will seek “off take” agreements for its energy which it will need to obtain financing for each project. We anticipate that each project may involve different participants and dictate various structures for which the financing may not be available.

Plan of Operation

Our Company’s core objective and focus is to become a leading provider of clean efficient green energy to the world communities at a reasonable cost without the destructive residuals of fossil fuel, while continuing to generate innovative technological solutions for today and tomorrow’s electrical power needs.

As a development stage company, KiNRG has yet to earn revenues from its operations. KiNRG is developing plans to design and construct large HydroThermal Reactors (HTR) that use benevolent, non-toxic natural elements to generate electricity and clean water economically by integrating and synthesizing numerous proven as well as emerging technologies. In addition to constructing HTR’s in the United States and abroad, the Company intends to be prepared to establish partnerships at home and abroad to propagate these systems and meet increasing global demand for clean water and electricity. From our inception in July 2010, we have completed the following milestones, among others:

Critical Accounting Policies and Estimates

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

General

The Company’s Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles, which require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue, if any, and expenses, and the disclosure of contingent assets and liabilities.

Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Management believes that the accounting estimates employed and the resulting balances are reasonable; however, actual results may differ from these estimates under different assumptions or conditions. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of the Consolidated Financial Statements.

Basic and Diluted Net Loss Per Share

We utilize ASC 260, “Earnings Per Share” for calculating the basic and diluted loss per share. In accordance with ASC 260, the basic and diluted loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. Potentially dilutive securities were not included in the calculation of the diluted net loss per share as their effect would be anti-dilutive.

Income Taxes

The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Temporary difference between taxable income reported for financial reporting purposes primarily relate to the recognition of debt costs and stock based compensation expenses. The adoption of ASC 740 “Income Taxes” did not have a material impact on the Company’s consolidated results of operations or financial condition.

Revenue Recognition

The Company has generated no revenues to date. It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company has not yet generated any revenue to date.

Fair Value of Financial Instruments

The Company adopted the provisions under FASB for Fair Value Measurements, which define fair value for accounting purposes, establishes a framework for measuring fair value and expands disclosure requirements regarding fair value measurements. The Company’s adoption of these provisions did not have a material impact on its consolidated financial statements. Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy in accordance with these provisions.

In January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation” (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement to have any material impact on its financial position, results of operations or cash flows.

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses (DISE)” which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company does not believe the adoption of this guidance will have a material effect on its Consolidated Financial Statements and segment disclosures.

In July 2025, the FASB issued ASU 2025-05, which provides a practical expedient for estimating expected credit losses on short term receivables and contract assets from revenue transactions. The guidance permits a simplified loss rate approach based on historical write-off experience and current conditions. The Company is evaluating the standard and its potential effect on the allowance for doubtful accounts and its consolidated financial statements.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2026 TO THE THREE MONTHS ENDED MARCH 31, 2025

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses (“SG&A”) were $332,388 for the three months ended March 31, 2026, an increase of $98,035 or 41.8%, compared to $234,353 during the three months ended March 31, 2025. SG&A expenses consisted primarily of payroll and related costs, professional fees, consulting expenses, and director compensation.

Interest Expense

Interest expense was $3,000 during the three months ended March 31, 2026, a decrease of $7,397 or 71.1%, compared to interest expense of $10,397 during the three months ended March 31, 2025. Interest expenses consists of interest on the Company’s note payable.

Net Loss from Continuing Operations

For the reasons above, the Company had a net loss from continuing operations of $335,388 for the three months ended March 31, 2026, an increase of $90,638 or 37.0% compared to $244,750 for the three months ended March 31, 2025.

Net Loss from Discontinued Operations

Net loss attributable to discontinued operations was $0 during the three months ended March 31, 2026, a decrease of $317,123 compared to $317,123 during the three months ended March 31, 2025. Discontinued operations consist of the activities of AGP. The Company sold its interest in AGP on February 17, 2025, and recorded a loss on sale of subsidiary in the amount of $316,343.

Consolidated Net Loss

For the reasons above, consolidated net loss was $335,388 during the three months ended March 31, 2026, a decrease of $226,485 compared to $561,873 during the three months ended March 31, 2025.

Cash Flows from Operating Activities

Cash flows used in operating activities was $282,912 during the three months ended March 31, 2026, an increase of $240,500 or 567.1% compared to $42,412 during the prior period. The Company currently has no sales. Cash flows from operating activities consists of the net loss of $335,388 reduced primarily by changes in the components of working capital in the net amount of $52,476.

Cash Flows from Investing Activities

For the three months ended March 31, 2026, cash used in investing activities was $1,000,000, an increase of $1,000,000 or 100% compared to cash used in investing activities of $0 during the prior period. Cash flows used in investing activities consisted of a payment in transit for the acquisition of Trinity.

Cash Flows Provided by Financing Activities

For the three months ended March 31, 2026, cash provided by financing activities was $1,443,750, an increase of $1,383,750 or 2,306% compared to cash provided from financing activities of $60,000 during the prior period. Cash flows from financing activities consisted of proceeds from the sale of common stock.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and cash equivalents of $489,304. As of May 11, 2026, we had cash and cash equivalents of $1,778,886. Management believes this amount is not sufficient to meet our operating needs for the next 12 months, and in order to meet our working capital requirements, we will need to either raise sufficient capital or reduce our expenditures. We will rely on our ability to improve operating cash flow or raise additional capital through the sale of debt or equity securities in addition to our existing cash and cash equivalents to meet our working capital requirements for at least the next 12 months. There can be no assurance that we will be able to obtain additional financing on acceptable terms, or at all, or that we will successfully implement cost-reduction initiatives or generate sufficient cash flows from operations.

The Company’s unaudited consolidated financial statements for the three months ended March 31, 2026 and 2025 were prepared under the assumption that it would continue operations as a going concern. However, the factors listed above cause substantial doubt about the Company’s ability to continue as a going concern. Additionally, the report of the Company’s independent registered public accounting firm that accompanies the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 contains a qualification in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern. In addition, the report of our independent registered public accounting firm on our consolidated financial statements as of and for the years ended December 31, 2025 and 2024 includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. If we are unable to secure additional funding or achieve profitability, we may be required to curtail or cease operations, which could materially adversely affect our business, financial condition, results of operations, and prospects.

We have financed our operations since inception primarily through private offerings of our equity securities and debt financing.

The Company is in a pre-development and does not have any revenues from operations and will be dependent on funds raise to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

Management expects that global economic conditions will continue to present a challenging operating environment through 2021. To the extent permitted by working capital resources, management intends to continue making targeted investments in strategic operating and growth initiatives. Working capital management will continue to be a high priority for 2026.

While we have been able to manage our working capital needs with the sale of equity, additional financing is required in order to meet our current and projected cash flow requirements from operations. We cannot predict whether this new financing will be in the form of equity or debt. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments.

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, inflation may have a significant impact on the future cost of HTR’s. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Off-Balance sheet Arrangements

We do not maintain off-balance sheet arrangements nor do we participate in any non-exchange traded contracts requiring fair value accounting treatment other than the operating leases as disclosed in Notes to Consolidated Financial Statements (Note 4).

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is not required to provide the information required by this Item 3 as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of March 31, 2026 (the end of the period covered by this Quarterly Report on Form 10-Q) and have concluded that our disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. In evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Report of Management on Internal Control Over Financial Reporting

This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal controls over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation measures described above.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

In March 2026, the Company received notification of a lawsuit by the holder of a note payable by AGP, demanding payment of principal in the amount of $80,000 and accrued interest in the amount $121,883. The Company’s legal counsel is currently reviewing this case. The company believes this lawsuit is without merit, and plans to vigorously defend its position. The entire amount of principal and interest appears on the Company’s balance sheet, and no additional liability has been recorded.

In addition to commitments and obligations in the ordinary course of business, we are subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. It is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies.

Item 1A. Risk Factors.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Risks Related to the Acquisition of Trinity Group Construction

The Company may not realize the anticipated benefits of its acquisition of Trinity Group Construction.

On April 1, 2026, the Company acquired Trinity Group Construction. The Company’s ability to realize the anticipated benefits of the acquisition will depend, in part, on its ability to integrate Trinity’s operations, personnel, systems, customer relationships, contracts and business processes into the Company’s existing business. The integration process may be complex, costly and time-consuming and may divert management’s attention from other business matters. The Company may not successfully integrate Trinity’s business or realize the anticipated strategic, operational or financial benefits of the acquisition within the expected timeframe or at all.

Trinity’s business may expose the Company to risks associated with the construction industry.

As a result of the acquisition of Trinity Group Construction, the Company is subject to risks associated with the construction industry, including risks related to project delays, cost overruns, labor availability, subcontractor performance, supply chain disruptions, materials costs, bonding requirements, customer concentration, contract disputes, payment delays, warranty obligations, safety matters, insurance coverage, regulatory compliance and general economic conditions affecting construction activity. Any of these risks could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company may assume liabilities in connection with the acquisition of Trinity Group Construction.

In connection with the acquisition of Trinity Group Construction, the Company may be exposed to known and unknown liabilities relating to Trinity’s business, including liabilities arising from prior contracts, employment matters, tax matters, litigation, regulatory compliance, customer claims, vendor disputes, warranty obligations and other matters. The Company may have limited recourse against the sellers for certain liabilities, and any such liabilities could be material or could adversely affect the Company’s business, financial condition and results of operations.

The issuance of shares in connection with the acquisition of Trinity Group Construction resulted in dilution to existing stockholders.

In connection with the acquisition of Trinity Group Construction, the Company issued an aggregate of 4,200,000 shares of common stock, consisting of 4,000,000 shares issued to the Company’s President and 200,000 shares issued to a nominee of the Company’s President. The issuance of these shares resulted in dilution to the Company’s existing stockholders and may increase the number of shares eligible for resale in the market, which could adversely affect the market price of the Company’s common stock.

The acquisition involved an issuance of shares to the Company’s President and a nominee of the Company’s President, which may create actual or perceived conflicts of interest.

In connection with the acquisition of Trinity Group Construction, the Company issued shares of common stock to the Company’s President and to a nominee of the Company’s President. These relationships may create actual or perceived conflicts of interest, including with respect to the negotiation, approval and valuation of the acquisition and the related share issuance. Although the Company believes the transaction was approved in accordance with applicable corporate governance requirements, any actual or perceived conflicts of interest could result in stockholder concerns, regulatory scrutiny or claims challenging the transaction.

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

Unregistered Sales of Equity Securities

During the three months ended March 31, 2026, the Company issued the following shares of common stock in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”):

On March 31, 2026, in connection with the Company’s acquisition of Trinity Group Construction, the Company issued an aggregate of 4,200,000 shares of common stock, consisting of (i) 4,000,000 shares issued to the Company’s President and (ii) 200,000 shares issued to a nominee of the Company’s President. The shares were issued at an agreed value of $2.00 per share, representing aggregate consideration of $8,400,000. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

On March 31, 2026, the Company issued an aggregate of 721,875 shares of common stock to certain investors at a purchase price of $2.00 per share, for aggregate gross proceeds of $1,443,750. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

On March 31, 2026, the Company issued an aggregate of 28,125 shares of common stock to members of the Company’s board of directors at an agreed value of $2.00 per share upon the conversion of accrued board fees in the aggregate amount of $56,250. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving a public offering.

No underwriters were involved in the foregoing issuances, and the Company did not engage in any general solicitation or general advertising in connection with the issuances.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

SIGNATURE

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 hereunto duly authorized.