Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $375,004, compared to a net loss of $253,633 for the same period in 2023, indicating an increase in losses of approximately 47.9%[177][178] - For the nine months ended September 30, 2024, the company had a net loss of $670,325, which is a decrease in losses of approximately 11.5% compared to a net loss of $757,781 for the same period in 2023[179][180] - The company incurred net cash used in operating activities of $511,636 for the nine months ended September 30, 2024, primarily due to a net loss and changes in operating assets and liabilities[183] Liquidity and Capital Structure - As of September 30, 2024, the company had a working capital deficit of $3,664,323, highlighting liquidity challenges[181] - The company had $45,150 in restricted cash available exclusively for payment of current tax liabilities as of September 30, 2024[181] - As of September 30, 2024, the Company has borrowed $554,269 and accrued approximately $21,906 in interest[200] - The Company agreed to pay approximately $1.25 million of its obligations in shares of the Combined Company's common stock, totaling 250,000 shares at a price of $5.00 per share[199] Acquisition Plans - The company has identified an acquisition target and executed a merger agreement with Cycurion, with plans to close the business combination by December 31, 2024[169][170] - The company expects to incur significant costs in pursuit of its acquisition plans and may need additional financing to complete the business combination[185] - The merger agreement may be terminated if the merger is not consummated by January 11, 2025, raising concerns about the company's ability to continue as a going concern[175][186] Agreements and Contracts - The company plans to enter into an advisory agreement with A.G.P., which includes a transaction fee of $2,500,000 payable in preferred shares of the combined company[195] - The Company entered into a promissory note with Cycurion for $200,000 at an interest rate of 5% per annum, with a maturity date of January 11, 2024[200] - The Company amended the Promissory Note multiple times, increasing its amount to $554,269 and extending the maturity date to January 11, 2025[200] - The Company classified the Forward Purchase Agreement as a liability at its fair value, subject to re-measurement at each reporting period[205] - The Forward Purchase Agreement was terminated on January 22, 2024, which previously allowed Alpha to sell up to 300,000 shares to the Company[202] Auditor and Accounting Changes - The Company dismissed its previous independent auditor, Marcum LLP, and engaged WWC, P.C. as its new independent auditor on July 10, 2024[209] - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[206] - There were no material changes to the quantitative and qualitative disclosures about market risk disclosed in the 2023 Annual Report[215] Employment Agreements - An employment agreement was established with James P. McCormick, providing total annual compensation of $125,000, including $40,000 in cash and $85,000 in stock payment[204]
Western Acquisition Ventures(WAVS) - 2024 Q3 - Quarterly Report