Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

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 September 30, 2024

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 001-14015

APPLIED ENERGETICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		77-0262908
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

9070 S. Rita Road, Suite 1500 Tucson, Arizona		85747
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code (520) 628-7415

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), (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 and posted 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 and post such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer:	☐	Accelerated filer:	☐
Non-accelerated filer:	☐	Smaller reporting company:	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐No ☒

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share		AERG		OTCQB

As of November 13, 2024, there were 213,800,472 shares of the issuer's common stock, par value $0.001 per share, outstanding.

APPLIED ENERGETICS, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Unaudited Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	2
	Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended September 30, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Notes to Condensed Consolidated Unaudited Financial Statements	5
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	24
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
ITEM 5	Other Information	24
ITEM 6.	Exhibits	25
SIGNATURES	26

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APPLIED ENERGETICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,			December 31,
		2024			2023
		(unaudited)
Assets
Current assets
Cash and cash equivalents		$	1,608,241			$	1,319,526
Accounts receivable, net			190,443				567,792
Other assets			227,139				148,338
Total current assets			2,025,823				2,035,656
Long-term assets
Property and equipment - net			328,831				434,563
Right of use asset - operating			1,137,081				1,054,736
Security deposit			17,004				17,004
Total long-term assets			1,482,916				1,506,303
Total assets		$	3,508,739			$	3,541,959
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable		$	351,350			$	312,958
Notes payable			94,651				-
Due to related parties			50,000				50,000
Operating lease liability - current			250,021				166,927
Deferred Revenue			20,218				308,908
Accrued expenses			74,365				40,510
Accrued dividends			48,079				48,079
Total current liabilities			888,684				927,382
Long-term liabilities
Operating lease liability - non-current			1,018,506				994,491
Total long-term liabilities			1,018,506				994,491
Total liabilities			1,907,190				1,921,873
Stockholders' Equity
Series A convertible preferred stock, $.001 par value, 2,000,000 shares authorized and 13,602 shares issued and outstanding at September 30, 2024 and December 31, 2023 (Liquidation preference $340,050 and $340,050, respectively)			14				14
Common stock, $.001 par value, 500,000,000 shares authorized; 213,760,508 and 211,236,688 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively			213,761				211,237
Additional paid-in capital			119,249,082				112,223,129
Accumulated deficit			(117,861,308	)			(110,814,294	)
Total stockholders' equity			1,601,549				1,620,086
Total Liabilities and Stockholders' Equity		$	3,508,739			$	3,541,959

See accompanying notes to condensed consolidated financial statements (unaudited).

APPLIED ENERGETICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

		FOR THE THREE MONTHS ENDED SEPTEMBER 30,			FOR THE NINE MONTHS ENDED SEPTEMBER 30,
		2024			2023			2024			2023
Revenue		$	747,720			$	712,810			$	1,662,598			$	1,759,433
Cost of revenue			508,709				174,412				1,167,349				492,852
Gross profit			239,011				538,398				495,249				1,266,581
Operating expenses
General and administrative			2,457,321				2,219,641				7,117,731				6,401,550
Selling and marketing			86,398				94,092				238,174				297,447
Research and development			70,244				54,222				188,947				166,958
Total operating expenses			2,613,963				2,367,955				7,544,852				6,865,955
Operating loss			(2,374,952	)			(1,829,557	)			(7,049,603	)			(5,599,374	)
Other income/(expense)
Other income			267				20,287				2,589				35,769
Interest expense			-				(1,908	)			-				(3,817	)
Total other income/(expense)			267				18,379				2,589				31,952
Loss before provision for income taxes			(2,374,685	)			(1,811,178	)			(7,047,014	)			(5,567,422	)
Provision for income taxes			-				-				-				-
Net loss			(2,374,685	)			(1,811,178	)			(7,047,014	)			(5,567,422	)
Preferred stock dividends			(8,501	)			(8,501	)			(25,504	)			(25,504	)
Net loss attributable to common stockholders		$	(2,383,186	)		$	(1,819,679	)		$	(7,072,518	)		$	(5,592,926	)
Net loss attributable to common stockholders per common share - basic and diluted		$	(0.01	)		$	(0.01	)		$	(0.03	)		$	(0.03	)
Weighted average number of common shares outstanding			213,753,429				211,133,165				212,565,838				211,046,786

See accompanying notes to condensed consolidated financial statements (unaudited).

APPLIED ENERGETICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

		Preferred Stock			Common Stock			Additional Paid- In			Accumulated			Total Stockholders' (Deficit)
		Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance at December 31, 2023			13,602			$	14				211,236,688			$	211,237			$	112,223,129			$	(110,814,294	)		$	1,620,086
Stock-based compensation			-				-				-				-				955,730				-				955,730
Common stock issued on exercise of options			-				-				60,000				60				12,540				-				12,600
Common stock issued on exercise of warrants			-				-				66,000				66				3,894				-				3,960
Common stock issued for settlement of restricted stock units			-				-				11,666				12				(12	)			-				-
Common stock withheld to cover income tax withholding obligations			-				-				(3,715	)			(4	)			(7,515	)			-				(7,519	)
Net loss for the period ended March 31, 2024			-				-				-				-				-				(2,611,379	)			(2,611,379	)
Balance at March 31, 2024			13,602			$	14				211,370,639			$	211,371			$	113,187,766			$	(113,425,673	)		$	(26,522	)
Stock-based compensation			-				-				-				-				920,847				-				920,847
Common stock issued on exercise of options			-				-				280,000				280				60,720				-				61,000
Common stock issued on exercise of warrants			-				-				99,000				99				5,840				-				5,939
Issuance of common stock under the market offering			-				-				1,896,182				1,896				4,169,705				-				4,171,601
Net loss for the period ended June 30, 2024			-				-				-				-				-				(2,060,950	)			(2,060,950	)
Balance at June 30, 2024			13,602			$	14				213,645,821			$	213,646			$	118,344,878			$	(115,486,623	)		$	3,071,915
Stock-based compensation			-				-				-				-				979,099				-				979,099
Common stock issued for settlement of restricted stock units			-				-				175,000				175				(175	)			-				-
Common stock withheld to cover income tax withholding obligations			-				-				(60,313	)			(60	)			(74,720	)			-				(74,780	)
Net loss for the period ended September 30, 2024			-				-				-				-				-				(2,374,685	)			(2,374,685	)
Balance at September 30, 2024			13,602			$	14				213,760,508			$	213,761			$	119,249,082			$	(117,861,308	)		$	1,601,549
		Preferred Stock			Common Stock			Additional Paid-In			Accumulated			Total Stockholders' (Deficit)
		Shares			Amount			Shares			Amount			Capital			Deficit			Equity
Balance at December 31, 2022			13,602			$	14				210,848,671			$	210,843			$	108,830,989			$	(103,463,863	)		$	5,577,983
Stock-based compensation			-				-				-				-				758,187				-				758,187
RSU restricted stock			-				-				9,584				10				21,075				-				21,085
Common stock issued on exercise of options			-				-				175,000				175				16,575				-				16,750
Net loss for the period ended March 31, 2023			-				-				-				-				-				(1,938,020	)			(1,938,020	)
Balance at March 31, 2023			13,602			$	14				211,033,255			$	211,034			$	109,626,819			$	(105,401,879	)		$	4,435,988
Stock-based compensation			-				-				-				-				845,677				-				845,677
Net loss for the period ended June 30, 2023			-				-				-				-				-				(1,818,224	)			(1,818,224	)
Balance at June 30, 2023			13,602			$	14				211,033,255			$	211,034			$	110,472,496			$	(107,220,103	)		$	3,463,441
Stock-based compensation			-				-				-				-				903,343				-				903,343
Common stock issued for settlement of restricted stock units			-				-				150,000				150				(150	)			-				-
Common stock withheld to cover income tax withholding obligations			-				-				(56,567	)			(57	)			(136,614	)			-				(136,671	)
Common stock issued on exercise of option			-				-				20,000				20				1,981				-				2,000
Net loss for the quarter ended September 30, 2023			-				-				-				-				-				(1,811,178	)			(1,811,178	)
Balance at September 30, 2023			13,602			$	14				211,146,688			$	211,141			$	111,241,064			$	(109,031,285	)		$	2,420,934

See accompanying notes to condensed consolidated financial statements (unaudited).

APPLIED ENERGETICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

		For the Nine Months Ended September 30,
		2024			2023
Cash Flows from Operating Activities
Net loss		$	(7,047,014	)		$	(5,567,422	)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash stock-based compensation expense			2,855,676				2,528,293
Amortization of ROU assets			152,192				97,245
Depreciation and amortization			161,167				90,564
Amortization of prepaid assets			167,035				153,366
Changes in assets and liabilities:
Accounts receivable			377,349				(50,902	)
Prepaid and deposits			(56,534	)			(254,479	)
ROU liabilities			(127,428	)			(77,286	)
Deferred Revenue			(288,690	)			366,006
Accounts payable			38,392				115,130
Accrued expenses and compensation			33,855				21,869
Net cash used in operating activities			(3,734,000	)			(2,577,616	)
Cash Flows from Investing Activities
Purchase of equipment			(55,435	)			(177,904	)
Net cash used in investing activities			(55,435	)			(177,904	)
Cash Flows from Financing Activities
Repayment on note payable			(94,651	)			(503,694	)
Proceeds from sale of common stock			4,171,601				-
Proceeds from note payable			-				155,541
Tax withholdings related to net share settlement of RSU's			(82,299	)			(136,671	)
Proceeds from the exercise of stock option and warrants			83,499				18,750
Net cash provided by (used in) financing activities			4,078,150				(466,074	)
Net change in cash and cash equivalents			288,715				(3,221,594	)
Cash and cash equivalents, beginning of year			1,319,526				5,640,308
Cash and cash equivalents, at end of period		$	1,608,241			$	2,418,714
Supplemental disclosure of cash flow information
Cash paid for interest		$	4,941			$	3,817
Cash paid for taxes		$	-			$	-
Non-cash investing and financing activities
Insurance financing for prepaid insurance		$	189,302			$	155,541
Implementation of ASC 842		$	234,537			$	766,281

See accompanying notes to condensed consolidated financial statements (unaudited).

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 1 - ORGANIZATION OF BUSINESS, GOING CONCERN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of Applied Energetics, Inc. and its wholly owned subsidiary North Star Power Engineering, Inc. ("North Star") (collectively, "company," "Applied Energetics," "we," "our" or "us"). All intercompany balances and transactions have been eliminated.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information, the instructions for Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any future periods. The December 31, 2023, balance sheet information was derived from the audited financial statements as of that date. The interim unaudited condensed consolidated financial statements should be read in conjunction with the company's audited consolidated financial statements contained in our Annual Report on Form 10-K.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

For the nine months ended September 30, 2024, the company incurred a net loss of $7,047,014, had negative cash flows from operations of $3,734,000 and may incur additional future losses due to limited contract activity. At September 30, 2024, the company had total current assets of $2,025,823 and total current liabilities of $888,684, resulting in working capital surplus of $1,137,139. At September 30, 2024, the company had cash of $1,608,241.

Based on the company's current business plan, it believes its cash balance as of the date of this filing, together with anticipated revenues from government contracts, will be sufficient to meet its anticipated cash requirements for the near term. However, the company may be unable to achieve its current business plan. Such conditions raise substantial doubts about the company's ability to continue as a going concern for one year from the date the financial statements are issued.

The company's existence depends upon management's ability to develop profitable operations. Management is devoting substantially all of its efforts to developing the business and raising capital as needed. These efforts may not result in profitable operations or overcome liquidity concerns. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets, the amount or classification of liabilities or otherwise that might be necessary should the company be unable to continue as a going concern.

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Trade conditions, such as exacerbated supplier shutdowns and delays, contribute to this uncertainty. Additionally, Russia's military action in Ukraine, war in the Middle East, and related economic sanctions around the globe, could impact the company's ability to source necessary supplies and equipment which could materially and adversely affect its ability to continue as a going concern. In addition, the company's ability to continue as a going concern may depend on its ability to raise capital, which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity. This may result in third-party financing being unavailable on terms acceptable to the company or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To further improve its liquidity position, the company's management continues to explore additional equity financing through discussions with investment bankers and private investors. The company may be unsuccessful in its effort to secure additional equity financing. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the company be unable to continue as a going concern.

Applied Energetics, Inc. is a corporation organized and existing under the laws of the State of Delaware. Our headquarters are located at 9070 S. Rita Road Suite 1500, Tucson, Arizona, 85747, including office and laboratory space, and our telephone number is (520) 628-7415.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its assumptions on historical experiences and on various other factors 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. In addition, management considers the basis and methodology used in developing and selecting these estimates, the trends in and amounts of these estimates, specific matters affecting the amount of and changes in these estimates, and any other matters related to these estimates, including significant issues concerning accounting principles and financial statement presentation. Such estimates and assumptions could change in the future as more information becomes known which could impact the amounts reported and disclosed herein. Significant estimates include revenue recognition, carrying amounts of long-lived assets, valuation assumptions for share-based payments, effective borrowing rate determinations, valuation and calculation of measurements of income tax assets and liabilities.

Net Loss Attributable to Common Stockholders

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number of shares underlying warrants, options, restricted stock units and our Series A Convertible Preferred Stock, which were not included in the computation of earnings per share because the effect was antidilutive, was 31,044,936 and 31,623,768 for the nine months ended September 30, 2024 and 2023, respectively.

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Significant Concentrations and Risks

We maintain cash balances at a commercial bank, and, at times, balances exceed FDIC limits. As of September 30, 2024, $1,086,115 was uninsured.

NOTE 2 - NEW ACCOUNTING STANDARDS

The company has reviewed all issued accounting pronouncements. The company does not expect the adoption of any pronouncements to have an impact on its results of operations or financial position.

NOTE 3 - NOTES PAYABLE

Premium Financing

On March 12, 2024, the company entered into an agreement with Oakwood D&O Insurance to provide financing in the original principal amount of $189,302 for the insurance premium associated with two D&O policies. Both policies commenced March 12, 2024, and provided coverage for the next 15 months, expiring June 11, 2025. The loan bears interest at a fixed rate of 9.50% per annum, requires the company to prepay $41,057 and appears on the balance sheet as a current asset. On April 12, 2024, the company made the first of twelve-monthly principal and interest payments of $15,775 on the loan, the aggregate amount of principal and interest on which is $199,184. The last payment is scheduled to be made on March 12, 2025. As of September 30, 2024, the outstanding principal and interest balance on the note was $94,651 and was recorded as notes payable, a current liability, on the company's unaudited condensed consolidated balance sheet.

Notes Payable Reconciliation

The following reconciles notes payable as of September 30, 2024, and December 31, 2023:

		September 30, 2024			December 31, 2023
Beginning balance		$	-			$	400,000
Notes payable			189,302				155,541
Payments on notes payable			(94,651	)			(555,541	)
Total			94,651				-
Less-Notes payable - current			94,651				-
Notes payable - non-current		$	-			$	-

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Future principal payments for the company's notes payable as of September 30, 2024, are as follows:

2024, three months ended		$	47,326
2025			47,325
Thereafter			-
Total		$	94,651

The company's note payable principal and interest balance of $94,651 is due within the next twelve months, in accordance with the terms of note payable.

NOTE 4 - DUE TO RELATED PARTIES

It has come to the board's attention that on July 31, 2018, our now deceased CEO deposited $50,000 into the company's account. Although it has been suggested that the funds may have been intended for use toward Mr. Dearmin's healthcare, the board does not know for certain what the purpose of the funds were or the nature of any intended investment. Accordingly, the board is investigating the appropriate disposition of the funds which will likely be to the estate of Mr. Dearmin. Until such a determination is made, the board does not intend to use these funds for any corporate purpose. For reporting purposes, the company has treated the deposit as a due to related party.

NOTE 5 - STOCKHOLDERS' EQUITY

Authorized Capital Stock

During the nine months ended September 30, 2023, the company issued 100,000 shares of common stock upon the exercise of options at an exercise price of $0.07 a share, for proceeds in the amount of $7,000.

During the nine months ended September 30, 2023, the company issued 75,000 shares of common stock upon the exercise of options at an exercise price of $0.13 a share, for proceeds in the amount of $9,750.

During the nine months ended September 30, 2023, the company issued 9,584 shares of common stock with a grant date fair value of $21,085, pursuant to a restricted stock agreement dated May 2021.

During the nine months ended September 30, 2023, the company issued 10,000 shares of common stock upon the exercise of 10,000 options at an exercise price of $0.13 a share, for proceeds in the amount of $1,300.

During the nine months ended September 30, 2023, the company issued 10,000 shares of common stock upon the exercise of 10,000 options at an exercise price of $0.07 a share, for proceeds in the amount of $700.

During the nine months ended September 30, 2023, restricted stock units covering 150,000 shares of the company's common stock vested. The company withheld 56,567 of these shares of common stock from the holders pursuant to their restricted stock unit agreements to cover its tax withholding obligation of $136,671.

During the nine months ended September 30, 2024, the company completed the placement of 1,896,182 shares of its common stock, par value, $0.001 per share, in a private sale to individual purchasers at a price of $2.20 per share, for aggregate proceeds in the amount of $4,171,601

During the nine months ended September 30, 2024, the company issued 180,000 shares of common stock upon the exercise of options at an exercise price of $0.07 a share, for proceeds in the amount of $12,600.

During the nine months ended September 30, 2024, the company issued 60,000 shares of common stock upon the exercise of options at an exercise price of $0.35 a share, for proceeds in the amount of $21,000.

During the nine months ended September 30, 2024, the company issued 100,000 shares of common stock upon the exercise of options at an exercise price of $0.40 a share, for proceeds in the amount of $40,000.

During the nine months ended September 30, 2024, the company issued 165,000 shares of common stock upon exercise of warrants at an exercise price of $ 0.06 per share for proceeds in the amount of $9,899.

During the nine months ended September 30, 2024, restricted stock units covering 186,666 shares of the company's common stock vested. The company issued 186,666 and withheld 64,028 shares of common stock from the holders pursuant to their restricted stock unit agreements to cover its tax withholding obligation of $82,299.

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Preferred Stock

As of September 30, 2024, and December 31, 2023, there were 13,602 shares of Series A Redeemable Convertible Preferred Stock (the "Series A Preferred Stock") issued and outstanding, respectively. The company has not paid the dividends commencing with the quarterly dividend due August 1, 2013. Dividend arrearages as of September 30, 2024, including previously accrued dividends of $48,079 included in our balance sheet total approximately $388,129. Our Board of Directors suspended the declaration of the dividend, commencing with the dividend payable as of February 1, 2015, since we did not have a surplus (as such term is defined in the Delaware general corporation Law) as of December 31, 2014, until such time as we have a surplus or net profits for a fiscal year.

Our Series A Preferred Stock has a liquidation preference of $25.00 per Share. The Series A Preferred Stock bears dividends at the rate of 6.5% of the liquidation preference per share per annum, which accrues from the date of issuance, and is payable quarterly. Dividends may be paid in: (i) cash, (ii) shares of our common stock (valued for such purpose at 95% of the weighted average of the last sales prices of our common stock for each of the trading days in the ten trading day period ending on the third trading day prior to the applicable dividend payment date), provided that the issuance and/or resale of all such shares of our common stock are then covered by an effective registration statement and the company's common stock is listed on a U.S. national securities exchange or the Nasdaq Stock Market at the time of issuance or (iii) any combination of the foregoing. If the company fails to make a dividend payment within five business days following a dividend payment date, the dividend rate shall immediately and automatically increase by 1% from 6.5% of the liquidation preference per offered share of Series A preferred stock to 7.5% of such liquidation preference. If a payment default shall occur on two consecutive dividend payment dates, the dividend rate shall immediately and automatically increase to 10% of the liquidation preference for as long as such payment default continues and shall immediately and automatically return to the Initial dividend rate at such time as the payment default is no longer continuing.

Each share of Series A Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock equal to the liquidation preference (plus any unpaid dividends for periods prior to the dividend payment date immediately preceding the date of conversion by the holder) divided by the conversion price (initially $12.00 per share, subject to adjustment in the event of a stock dividend or split, reorganization, recapitalization or similar event). If the closing sale price of the common stock is greater than 140% of the conversion price on 20 out of 30 trading days, the company may redeem the Series A Preferred Stock in whole or in part at any time through October 31, 2010, upon at least 30 days' notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the shares to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, subject to certain conditions. In addition, beginning November 1, 2010, the company may redeem the Series A Preferred Stock in whole or in part, upon at least 30 days' notice, at a redemption price, payable in cash, equal to 100% of the liquidation preference of the Series A Preferred Stock to be redeemed, plus unpaid dividends thereon to, but excluding, the redemption date, under certain conditions.

If a change of control occurs, each holder of shares of Series A Convertible Preferred Stock that are outstanding immediately prior to the change of control shall have the right to require the corporation to purchase, out of legally available funds, any outstanding shares of Series A Convertible Preferred Stock at the defined purchase price. The purchase price is defined as: per share of Preferred Stock, 101% of the liquidation preference thereof, plus all unpaid and accumulated dividends, if any, to the date of purchase thereof. The purchase price is payable, at the company's option, (x) in cash, (y) in shares of the common stock at a discount of 5% from the fair market value of Common Stock on the Purchase Date (i.e. valued at a 95% discount of the Common Stock on the Purchase Date), or (z) any combination thereof.

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

If the company pays all or a portion of the purchase price in Common Stock, no fractional shares of Common Stock will be issued; instead, the company will round the applicable number of shares of Common Stock up to the nearest whole number of shares; provided that the company may pay the Purchase Price (or a portion thereof), whether in cash or in shares of Common Stock, only if the company has funds legally available for such payment and may pay the Purchase Price (or a portion thereof) in shares of its Common Stock only if (i) the Common Stock is listed on a U.S. national securities exchange or the Nasdaq Stock Market at the time of issuance and (ii) a shelf registration statement covering the issuance by the company and/or resales of the Common Stock issuable as payment of the Purchase Price is effective on the Payment Date unless such shares are eligible for immediate resale in the public market by non-affiliates of the company.

Share-Based Payments

Effective November 12, 2018, the Board of Directors of Applied Energetics, Inc. adopted the 2018 Incentive Stock Plan. The plan provides for the allocation and issuance of stock, restricted stock purchase offers and options (both incentive stock options and non-qualified stock options) to officers, directors, employees and consultants of the company. The board reserved a total of 50,000,000 shares for possible issuance under the plan.

The company has, from time to time, also granted non-plan options and restricted stock units to certain officers, directors, employees and consultants. Total stock-based compensation expense for grants to officers, employees and consultants was $2,855,676 and $2,528,293 for the nine months ended September 30, 2024, and 2023, respectively, which was charged to general and administrative expense.

During the nine months ended September 30, 2024, the company issued non-qualified stock options to purchase up to 250,000 shares of common stock, at an exercise price of $1.99, to one director. These options vest over a period of three years in the amount of 100,000 shares on the first anniversary of their issuance and 75,000 shares on each of the second and third anniversaries.

The $2,855,676 stock-based compensation for the nine months ended September 30, 2024, was comprised of $1,464,627 option expense and $1,391,049 expense from the vesting of the restricted stock units.

The company recognized no related income tax benefit because our deferred tax assets are fully offset by a valuation allowance.

As of September 30, 2024, the company has $7,902,394 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of approximately six years.

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

The following table summarizes the activity of our stock options for the nine months ended September 30, 2024:

		Shares			Weighted Average Exercise Price			Weighted Average Contractual Term Outstanding			Intrinsic Value
Outstanding at December 31, 2023			26,195,434			$	0.64				9.37			$	226,821,848
Granted			250,000				1.99				9.52				1,881,267
Exercised			(340,000	)			0.22				4.91				1,597,030
Forfeited or expired			-				-				-				-
Outstanding at September 30, 2024			26,105,434				0.66				5.30				227,106,085
Outstanding and exercisable at September 30, 2024			21,652,931				0.32				4.61				92,930,566

We determine the fair value of option grant share-based awards at their grant date, using a Black-Scholes- Merton Option- Pricing Model applying the assumptions in the following table:

		Nine months Ended September 30,
		2024			2023
Assumptions:
Risk-free interest rate			1.99%				1.26 - 3.98%
Expected dividend yield			0%				0%
Expected volatility			103.88%				109.48 - 111.62%
Expected life (in years)			6.5				6.0

The fair value of restricted stock and restricted stock units was estimated using the closing price of our common stock on the date of award and fully recognized upon vesting. Restricted stock activity for the nine months ended September 30, 2024, was as follows:

		Restricted Stock Outstanding
		Shares			Weighted Average Fair Value per Share at Grant Date
Nonvested at December 31, 2023			3,480,454				2.15
Granted - restricted stock units and awards			-				-
Granted - performance-based stock units			-				-
Canceled			-				-
Vested			(186,666	)			2.33
Nonvested at September 30, 2024			3,293,788				2.27

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

As of September 30, 2024, and December 31, 2023, there was $3,790,535 and $5,181,584, respectively, in unrecognized stock- based compensation related to unvested restricted stock agreements, net of estimated forfeitures.

Warrant stock activity for the nine months ended September 30, 2024, was as follows:

		Warrant Activity
					Weighted Average Exercise			Weighted Average remaining Contractual Term
		Shares			Price			(years)
Outstanding at December 31, 2023			1,750,000			$	0.06				5.53
Granted			-				-				-
Exercised			(165,000	)			0.06				4.78
Forfeited			-				-				-
Outstanding and exercisable at September 30, 2024			1,585,000			$	0.06				4.78

		Warrants Outstanding			Warrants Exercisable
					Weighted Avg. Remaining			Weighted						Weighted
		Shares			Contractual Life in			Avg. Exercise			Shares			Avg. Exercise
Range of Exercise Prices		Outstanding			Years			Price			Exercisable			Price
$0.05 - $0.07			1,585,000				4.78			$	0.0600				1,585,000			$	0.0600
			1,585,000				4.78			$	0.0600				1,585,000			$	0.0600

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 6 - REVENUE RECOGNITION

The company derives revenue from technical research detailing the findings of its investigations to its customers under contract for specific projects. Under Topic 606, revenue is recognized when control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The company's contracts require significant integrated services and are accounted for as a single performance obligation, and revenue is recognized by the company over the contract term at a fixed contract price.

During the nine months ended September 30, 2024, the company modified its contract with a customer for changes in the contract specifications and requirements. The modification was for services that are not distinct from the existing contract due to the significant integration of services performed. The modification was accounted for as if it was part of the existing contract and a cumulative catch-up adjustment was recorded for the nine months ended September 30, 2024.

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

The following table summarizes the company's accounts receivable, net,

		September 30, 2024			December 31, 2023
Accounts receivable		$	190,433			$	153,029
Unbilled receivable			-				414,763
Total		$	190,433			$	567,792

Concentrations

During the three months ended September 30, 2024, three customers accounted for a total of $747,720 in revenue or 100% of revenue recognized. During the nine months ended September 30, 2024, three customers accounted for a total of $1,650,096 in revenue or 99% of revenue recognized. As of September 30, 2024, the company has $190,433 or 100% of accounts receivable recorded as current assets on the balance sheet related to two customers. During the three months ended September 30, 2023, two customers accounted for a total of $712,810 in revenue or 100% of revenue recognized. During the nine months ended September 30, 2023, two customers accounted for a total of $1,679,836 in revenue or 95% of revenue recognized. As of December 31, 2023, the company has $567,792 or 100% of accounts receivable recorded as current assets on the balance sheet related to one customer.

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Operating Leases

In March 2021, the company signed a five-year lease for a 13,000 square foot laboratory/office space in Tucson. The initial base rent was $6.7626 per rentable square foot for year one and escalated to $ 9.2009 per rentable square foot in year two, $11.4806 per rentable square foot in year three, and $13.1740 per rentable square foot in year four and is in addition to certain operating expenses and taxes. It is to escalate further to $14.9306 per rentable square foot in year five.

On June 7, 2023, the company entered into an amendment to extend the term of the original lease from April 26, 2026 to July 31, 2028. Included in the lease amendment, commencing on August 1, 2023, is additional square footage in the amount of 9,805 rentable square feet (8,375 usable square feet). The initial base rent for this expansion space was $9.10 per rentable square foot for year one, which escalated to $10.20 in year two and is in addition to certain operating expenses and taxes. It is to escalate further to $11.30 in year three, $12.40 in year four and $13.50 in year five.

On July 3, 2024, Applied Energetics, Inc. exercised its option to lease more than 5,000 square feet of additional space at the University of Arizona Tech Park. The company will occupy, in the aggregate, approximately 26,000 sq. ft. of space at the Arizona Tech Park. The company took the option to lease this additional space under the June 7, 2023, amendment.

The company incurred lease expenses for its operating leases of $288,521 which was included in general and administrative expenses in the statements of operation for the period ended September 30, 2024. During the nine months ended September 30, 2024, the company made cash lease payments in the amount of $203,757.

At September 30, 2024, the company had approximately $84,775 in future minimum lease payments due for the nine months ended. The below table presents the future minimum lease payments due reconciled to lease liabilities.

		Operating Lease
For the nine months ended September 30, 2024
2024, three months ended		$	84,775
2025			361,268
2026			394,256
2027			418,215
2028			250,317
Thereafter			-
Total undiscounted lease payments			1,508,831
Present value discount, less interest			240,304
Lease Liability		$	1,268,527

Guarantees

The company agrees to indemnify its officers and directors for certain events or occurrences arising as a result of the officers or directors serving in such capacity. The maximum amount of future payments that the company could be required to make under these indemnification agreements is unlimited. However, the company maintains a director's and officer's liability insurance policy that limits its exposure and enables it to recover a portion of any future amounts paid. As a result, it believes the estimated fair value of these indemnification agreements is minimal because of its insurance coverage, and it has not recognized any liabilities for these agreements as of September 30, 2024 and 2023.

APPLIED ENERGETICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

Litigation

On January 15, 2021, the company filed a complaint in the United States District Court, Southern District of New York, against Gusrae, Kaplan & Nusbaum and Ryan Whalen for malpractice and breach of New York Rules of Professional Conduct by both parties as former counsel to the company. On May 28, 2021, Gusrae, Kaplan & Nusbaum and Mr. Whalen filed a motion to dismiss the complaint. On June 25, 2021, the company filed an opposition to the motion. On July 13, 2021, Gusrae Kaplan & Nusbaum and Mr.Whalen filed their reply brief. On March 30, 2022, United States Magistrate Judge Debra Freeman signed an order denying the motion of GKN and Mr. Whalen to dismiss the company's claim for malpractice and for rescission of the shares-for-fees agreement under which GKN and Whalen received 1,242,710 shares of the company's common stock. The motion was partially granted as to the separate claim for violation of NYRPC 1.7 and 1.8 because the court found that it was duplicative of the malpractice claim. The parties completed discovery, and the court has approved a summary judgment briefing schedule proposed by the parties. The parties have each filed their motions for summary judgment. No trial date has been set.

On July 26, 2023, the company filed a complaint in the Superior Court of the State of Delaware against Gusrae Kaplan Nusbaum PLLC and Ryan Whalen, for malicious prosecution of a federal securities fraud lawsuit which was filed by these defendants against the company and certain of its directors, attorneys and their law firms and an outside consultant, in July 2019 in the United States District Court for the Southern District of New York. The complaint filed by the company alleges that the claims by these defendants against it were frivolous and prosecuted for the improper purpose of hindering the company's prosecution of a then pending case against George Farley, the company's former CEO, which was later settled. The complaint further alleges that the defendants prosecuted their claim with malice causing the company damages valued in excess of $40 million. On September 11, 2023, Gusrae, Kaplan & Nusbaum and Mr. Whalen filed a motion to dismiss the complaint. On October 25, 2023, the company filed an opposition to the motion. The court heard oral argument on the motion on January 19, 2024, and took the motion under submission. On April 16, 2024, the court granted the motion on the grounds of lack of personal jurisdiction over the defendants. The company filed a Notice of Appeal with the Supreme Court of the State of Delaware on May 2, 2024. The company filed its Opening Brief on July 17, 2024. On October 8, 2024, the Clerk of the Delaware Supreme Court notified the parties that the court would hear oral arguments in the case on December 4, 2024, and that the hearing would be "en banc" or in front of the entire court, rather than a panel.

As with any litigation, the company cannot predict the outcome with certainty, but the company expects to provide further updates on the status of the litigation as circumstances warrant.

The company may, from time to time, be involved in legal proceedings arising from the normal course of business.

Related Party

In January 2023, the company made a $25,000 tax-deductible donation to Silicon Valley Defense Group (SVDG), a 501(c)(3) organization of which Christopher Donaghey, our Chief Financial and Operating Officer, is a founder and member of the Board of Directors. As its objective, SVDG "seeks to align and connect the people, capital, and ideas that will ensure allied democracies retain a durable techno-security advantage."

NOTE 8 - SUBSEQUENT EVENTS

The company's management has evaluated subsequent events occurring after September 30, 2024, the date of our most recent balance sheet, through the date our financial statements were issued.

Subsequent to the nine months ended September 30, 2024, the company issued 40,000 shares of common stock upon exercise of warrants at an exercise price of $0.06 per share.

Subsequent to the nine months ended September 30, 2024, the Company modified 2,800,000 outstanding options awarded to technical and administrative staff to reduce the exercise price from $2.35 per share to $0.81 per share. No executive team options were repriced.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our discussion and analysis of the financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related disclosures included elsewhere herein and in the Management's Discussion and Analysis of Financial Condition and Results of Operations included as part of our Annual Report on Form 10-K for the year ended December 31, 2023.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the securities laws. Forward-looking statements include all statements that do not relate solely to the historical or current facts and can be identified by the use of forward-looking words such as "may," "believe," "will," "would," "could," "should," "expect," "project," "anticipate," "estimates," "possible," "plan," "strategy," "target," "prospect," or "continue," and other similar terms and phrases. These forward-looking statements are based on the current plans and expectations of our management and are subject to a number of uncertainties and risks that could significantly affect our current plans and expectations, as well as future results of operations and financial condition and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause our actual results to differ materially from our expectations are described in Item 1A (Risk Factors) of our Annual Report on Form 10-K, for the year ended December 31, 2023. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to have been correct. We do not assume any obligation to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting such forward-looking statements.

Applied Energetics, Inc., (sometimes referred to as the "company") is a corporation organized and existing under the laws of the State of Delaware. Our executive office is located at 9070 S. Rita Road, Suite 1500, Tucson, Arizona 85747, (520) 628-7415. www. appliedenergetics.com

Applied Energetics, Inc., specializes in the development and manufacture of advanced high-performance lasers and optical systems and integrated guided energy systems for prospective defense, national security, industrial, biomedical, and scientific customers worldwide.

Technology, Capabilities, and Patents

Applied Energetics, Inc. is recognized as a global leader in developing the next generation optical sources exhibiting ever-increasing output energy, peak power and frequency agility while also providing decreased size, weight, and cost of these systems for customers. Applied Energetics utilizes patented, dual-use technologies to advance critical industries. Leveraging our proprietary fiber-based architecture and wavelength- and pulse-agility capability, our Ultrashort Pulse (USP) technology can enable users to achieve specific effects across different use cases with an unmatched blend of size, weight, and power attributes. While initially designed to meet the emerging needs and priorities for the national security community, our directed energy technology also has commercial applications in both the biomedical and advanced manufacturing industries.

The Applied Energetics scientific team is continuously innovating with an eye toward expanding our patent portfolio to cover these technological breakthroughs and further enhance our suite of solutions for threat disruption for the Department of Defense, the intelligence community, and for commercial, biomedical and space applications with optical sources operating from the deep ultraviolet to the far infrared portions of the electromagnetic spectrum.

Applied Energetics has developed, successfully demonstrated and holds all crucial intellectual property rights to a dynamic directed energy technology called Laser Guided Energy (LGE®) and Laser Induced Plasma Channel (LIPC®). LGE and LIPC are technologies that can be used in a new generation of high-tech directed energy systems. Applied Energetics' LGE and LIPC technologies are wholly owned by Applied Energetics and protected by one or more of Applied Energetics' 25 issued patents and 11 Government Sensitive Patent Applications (GSPA). These GSPA's are held under secrecy orders of the US government, providing the company with extended protection rights.

The company also has nine pending patent applications. We continue to file patent applications as we deem appropriate to protect our intellectual property and enhance our competitive advantage.

Applied Energetics' directed energy technologies are vastly different from conventional directed energy systems, i.e. Applied Energetics' proprietary fiber-based architecture is a key differentiator for our most recent technology demonstrators. Compared with traditional continuous wave laser technologies with their larger footprints, AE's architecture enables orders of magnitude size-weight-power reductions on all deliverables, creating powerful, dual-use and agile systems that can fit a host of platforms while delivering very high-intensity, ultrashort pulses of light to the required target. This unique directed energy solution allows extremely high peak power and energy, with target and effects tunability, and is effective against a wide variety of potential targets.

Applied Energetics' unique optical fiber-based laser architectures also enable unmatched wavelength agility as well as pulse duration agility. Using innovative and highly specialized frequency shifting techniques, wavelengths can be custom tuned from the deep ultraviolet to the far infrared. In addition, temporal outputs can be adjusted from continuous wave to sub-picoseconds. The technology enables the customer to adjust the lasers' operating parameters, ultimately creating more flexibility to change wavelength and pulse width. This feature allows for optimization of laser performance for defense or commercial applications.

Our proprietary USP laser technology provides a significantly more compact solution than current continuous wave laser platforms while still delivering high peak power. Continuous wave laser systems are typically used to heat a target and, during continuous illumination, this heat transfer leads to melting or charring of the material. Using continuous wave output powers that now exceed 100 kilowatts (1kW = 1000 watts), it can take anywhere from seconds to minutes to impact a target. By contrast, Applied Energetics has delivered USP lasers to national security users that exceed five terawatts (1 TW = 1 trillion watts) in peak power, with the difference being that this peak power from a USP laser is delivered in a pulse that is less than a trillionth of a second. During this short pulse duration, and having such a high peak intensity, near-instantaneous ablation of the surface of the threat takes place. The net results of our innovative USP approaches are highly effective lasers with mountable footprints that require only a fraction of the size and weight of other-directed energy technologies.

As Applied Energetics looks toward the future, our corporate strategic roadmap builds upon the significant value of the company's USP laser capabilities and key intellectual property, including LGE and LIPC, to offer our prospective partners, co-developers and system integrators a variety of next-generation ultrashort pulse and frequency-agile optical sources, from the ultraviolet to the far infrared portion of the electromagnetic spectrum, to address numerous challenges within the national security, biomedical, and advanced manufacturing market sectors.

Recent Developments

Effective October 28, 2024, Applied Energetics entered into a Memorandum of Understand (MOU) with a U.S.-based directed energy systems integrator to further the development and deployment of Applied Energetics' ultrashort pulsed laser (USPL) technology for defense and national security applications. The MOU outlines key areas of cooperation, including joint research and development, integration of Applied Energetics' USPL technologies into an existing high-energy laser directed energy platform, and the exploration of new opportunities to enhance both companies' product portfolios. The MOU sets out the framework for the collaboration, however, it is not a definitive agreement with commercial terms and timelines. The company intends to provide additional information upon approval of the systems integrator counterparty.

On July 3, 2024, Applied Energetics, Inc. exercised its option to lease more than 5,000 square feet of additional space at the University of Arizona Tech Park to support the company's investment in a new Battle Lab and laser manufacturing capacity to ensure it has the critical infrastructure in place to fulfill both current and possible future priority U.S. military programs. With this expansion, the Company will occupy, in the aggregate, approximately 26,000 sq. ft. of space at the Arizona Tech Park. The company took the option to lease this additional space under the June 7, 2023, amendment (the "2023 Amendment") to its Lease Agreement with Campus Research Corporation, as Landlord.

The new space is a high bay, light industrial facility that is expected to host Applied Energetics' Battle Lab to support laser system testing against relevant targets and emerging threats. The Battle Lab is expected to enable technology maturation and be the venue for customer and partner demonstrations under realistic and controlled conditions. The facility, as planned, will also provide the capability to manufacture, integrate, and test advanced lasers as Applied Energetics makes its anticipated transition of its technology to the next stage of its lifecycle.

During July 2024, the company's Board of Directors, in consultation with counsel, embarked on a comprehensive review and revision to the company's By-laws resulting, on July 17, 2024, in the board's adoption of the company's First Amended and Restated By-laws. The amended By-laws update several provisions to reflect the company's current business, operations and conduct of its corporate affairs as well as changes in Delaware law, including, without limitation conduct of stockholder meetings, titles and functions of officers, board classification, indemnification, and conduct of remote stockholder meetings. A few revisions are ministerial such as that pertaining to the company's address of record in the State of Delaware.

Effective March 12, 2024, the grant previously awarded to Applied Energetics, Inc. from a U.S. Department of Defense customer has been transitioned into a contract. The original grant had a two-year period of performance. The new contract supersedes the May 2022 grant and carries a ceiling value of $1,217,535 under a base period of performance through November 11, 2024, and a 12-month unfunded option period that ends November 11, 2025. On September 4, 2024, the company received a funding increase on this contract of $237,647 bringing the total funding on the contract to $1,455,182.

On March 5, 2024, Applied Energetics entered into an Employment Agreement with James Harrison, PhD, pursuant to which Dr. Harrison is to serve as Director of New Product Innovation, commencing on April 3, 2024. In this new role, Dr. Harrison's responsibilities are to include setting a vision and strategy that supports and accelerates the entire development lifecycle of optical and laser products, from conceptualization to commercialization. His work involves collaboration with leaders across business development, operations, and research and development to drive the company's strategic goal of providing cutting-edge laser and optical products to national security and commercial customers. For his services, the company has agreed to pay Dr. Harrison a cash salary of $200,000 per year.

Dr. Harrison is an experienced professional in the area of laser sources including design, manufacturing, program management and business development, with an emphasis on semiconductor and solid-state lasers. With more than 30 years of experience in opto-electronic sources, Dr. Harrison has demonstrated experience designing, building and scaling products that drive business growth and deliver customers innovative new technologies. He has held global leadership positions in engineering and research and development with tier-1 suppliers of photonics devices, where his responsibilities included providing substantial support for volume manufacturing of semiconductor lasers and packaged sources.

Effective February 11, 2024, Applied Energetics entered into a Memorandum of Understanding (MOU) with BluGlass Limited, a global supplier of gallium nitride (GaN) lasers to the national security, quantum and manufacturing industries, to collaborate and explore joint business opportunities that advance Applied Energetics' laser and optical systems innovations and BluGlass's expertise in GaN-based laser diode technologies.

Any resultant new laser capabilities and optical systems will be based on existing and emerging technologies currently under development within the companies. Under the MoU, the companies intend to collaborate to develop innovative solutions in technology areas critical to emerging national security and commercial markets, including new laser wavelengths and higher performance, yielding more efficient and cost-effective products. The MOU sets out the framework for collaboration, however, it is not a definitive agreement with commercial terms and timelines.

Effective August 23, 2023, Applied Energetics executed a contract with the Department of the Navy, Office of Naval Research with an aggregate contract price of $1.99 million payable over two years as the company performs its obligations under the contract. The objective of the contract is to develop a high-peak and high-average power USP optical system. The system is expected to demonstrate effects compatible with multiple Navy platforms and missions with an attractive size, weight, and power-cooling footprint. The company's continuing development efforts in collaboration with ONR signify the importance of sustained development and maturation of USP-based directed energy systems to support the Navy's technological priorities.

Effective May 15, 2023, Applied Energetics executed a Phase II Small Business Technology Transfer (STTR) contract with the U.S. Army at an aggregate contract price of $1.148 million payable over two years as the company performs its obligations thereunder, with the first year currently funded. The objective of this Phase II award is to further the development and testing of an IR laser system utilizing technologies that were investigated under the US Army Phase I STTR contract which the company was awarded in May 2022. This Phase II contract award follows a successful Phase I which established a computational concept with physical modeling and simulation to establish the feasibility of an IR laser system. Phase I was performed in collaboration with the James C. Wyant College of Optical Sciences at the University of Arizona. The company has continued its work under the contract, and provided all required reports, since its execution.

Ongoing Business Development Activities

Over the past few years, we have submitted multiple proposals to, and attended briefings with, various defense and other government agencies who have expressed an interest in our technology and applications. We believe that our efforts in this area of development have begun to produce results. In addition to the contracts which we have been awarded, our team has been invited to, and completed, multiple briefings focused on our capabilities and submissions. We intend to continue developing and submitting proposals and to be available to attend on-site briefings. We have also engaged in discussions with private entities and academic institutions with the objective of possibly collaborating on one or more projects. Some of these could result in further customer agreements or other opportunities to grow our business.

Applied Energetics was a founding consortium member of the Tech Hub proposal submitted under the title of Tulsa Hub for Equitable and Trustworthy Autonomy (THETA). On October 23, 2023, President Biden announced the designation of the inaugural 31 Tech Hubs and the THETA program was one of the 31entities selected as part of the historic $500 million investment in economic competitiveness and national security. The proposal submitted specifies that THETA will emphasize the development of UAS and counter-UAS (CUAS), artificial intelligence (AI), and cybersecurity technologies. On July 2, 2024, the Biden-Harris administration and the US EDA announced the award of approximately $51 million to the THETA consortium. Applied Energetics is looking forward to contributing to the CUAS portion of the THETA program.

For fiscal year 2025, which started on October 1, 2024, the National Defense Authorization Act (NDAA) was delayed and has not yet been approved. The NDAA sets defense spending policies, and the appropriations bills fund government spending. This impacts all proposals under review by the Department of Defense. On September 26, 2024, President Biden signed a Continuing Resolution (CR), HR 9747, which extended the government operations through December 20, 2024. No new start programs can be approved for funding until the Defense Appropriations Bill is passed for FY25.

Strategic Plan and Analysis

The core of our strategy has been to continue growing our management and science teams with highly qualified individuals. This has driven our recruitment efforts in the areas of R&D, science, modeling and simulation, marketing and finance. We are also contemplating adding members to our Board of Directors and our Board of Advisors. Our board and leadership team have worked to align key innovations with our roadmap to encourage and enable internal filing for a broad, strategic, and robust intellectual property portfolio and continue surveying the literature for acquisitions of parallel intellectual property to that end. We also intend to pursue strategic corporate acquisitions in related fields and technology. The company's management continues to explore any favorable equity financing opportunities.

Our goal with the Applied Energetics Strategic Plan is to increase the energy, peak power and frequency agility of USP optical sources while decreasing the size, weight, and cost of these systems. We are in the process of developing this breadth of very high peak power USP lasers and additional optical sources that have a very broad range of applicability for threat disruption for the Department of Defense, commercial, and biomedical applications, such as biophotonic illumination and imaging. Although the historical market for Applied Energetics' LGE and USP technology is the U.S. Government, the USP technologies are expected to provide numerous platforms for commercial additive and subtractive manufacturing and biomedical and imaging markets, creating a substantially larger market for our products to address. Since 2020, the Applied Energetics team has been able to develop partnership and teaming arrangements with the three leading laser and optics institutes in the United States, namely, the University of Arizona, the University of Central Florida, and the University of Rochester Laboratory for Laser Energetics. Our desire is to work on programs jointly where the strengths of each organization can assist in escalating knowledge and delivery of systems to the government sponsors and to train the next generation of scientists and engineers to work in the directed energy fields.

We have continued to execute our business development plans, further our research and development program and submit filings for intellectual property and proposals for grants and contracts. During the past several years, we continued to submit proposals and have been engaged in meetings on a continuous basis with various agencies and departments both remotely and in person in Washington, DC and at various other government facilities. Having received a significant research grant and several contracts during the past two fiscal years, we believe the interest in our technology and applications remains high, and we continue to submit proposals for all appropriate opportunities and share our vision of the disruptive capabilities of USP optical sources for both near- and far-term threats and dual-use commercial applications.

Through our analysis of the market, and in discussions with potential customers, we remain convinced that customers are becoming more receptive and interested in directed energy technologies. According to the US Department of Defense fiscal budgets from 2017 through 2023, its directed energy spending grew from approximately $500 million in 2017 to over $1.695 billion in 2023, an increase of nearly 240%. Market analysis and projections have estimated that this directed energy sector is anticipated to reach $17.8billion globally by 2028. We continue to be optimistic about our future and the growing opportunities in directed energy applications, especially since this growth to nearly $1.7 B annually is being accomplished without a recognized Program of Record (POR) for directed energy platforms. We believe that once these technologies are funded in production for a POR or are approved to be integrated on fielded platforms in volumes to effect threat reduction, these DOD budgets for directed energy will grow exponentially larger to support the technology insertion. The Applied Energetics team anticipates a continuation of strong funding for the directed energy community. With our existing patent portfolio, and through further advancements of our technologies, we believe we have the substantial building blocks needed to become a significant and successful developer in the USP marketplace.

Our research and development programs depend on our ability to procure the necessary optical and fabricated materials, components, electronics and other supplies. A significant, prolonged increase in inflation could negatively impact on the cost of materials and components, which could be a particular problem with respect to our fixed fee contracts. Within the current geopolitical context, there are ongoing embargos of exports from some global suppliers of various materials that are used in electronics and some diode and laser materials, which can have negative effects on technology supply chains. We continuously monitor potential supply chain issues and supplier liquidity and work with our supply base to ensure adequate sources of materials at reasonable costs. In some instances, we depend upon a single source of supply, but we are developing multiple sources, both internal to AE and externally where possible to mitigate the risk. In some cases, we must comply with specific procurement requirements, which can limit the suppliers and subcontractors we may utilize.

Results of Operations

Comparison of Operations for the Three Months Ended September 30, 2024 and 2023:

		2024			2023			$ Change			% Change
Revenue		$	747,720			$	712,810				34,910				4.90	%
Cost of revenue			(508,709	)			(174,412	)			(334,297	)			192.67	%
General and administrative			(2,457,321	)			(2,219,641	)			(237,680	)			10.71	%
Selling and marketing			(86,398	)			(94,092	)			7,694				-8.18	%
Research and development			(70,244	)			(54,222	)			(16,022	)			29.55	%
Other income			267				20,287				(20,020	)			-98.68	%
Interest income (expense)			-				(1,908	)			1,908				-100.00	%
Net loss		$	(2,374,685	)		$	(1,811,178	)			(563,507	)			31.11	%

Revenue

Revenue increased by $34,910, or 4.90%, to $747,720 for the three months ended September 30, 2024, from $712,810 for the three months ended September 30, 2023. The increase in revenue represents two additional contracts that we received and commenced performing in August 2023 and June 2024.

Cost of Revenue

Cost of revenue increased by $334,297, or 192.67%, to approximately $508,709 for the three months ended September 30, 2024, from $174,412 for the three months ended September 30, 2023. This increase was primarily attributable to an increase in the cost of materials, supplies and direct labor cost incurred in connection with the increased revenues.

General and Administrative

General and administrative expenses increased by $237,680, or 10.71%, to approximately $2,457,321 for the three months ended September 30, 2024, compared to $2,219,641 for the three months ended September 30, 2023, primarily due to an increase in salaries and employee benefits of approximately $143,000 mainly due to non-cash compensation, an increase in rent of approximately $35,000, and an increase in depreciation expense of approximately $20,000.

Selling and Marketing

Selling and marketing expenses decreased by $7,694, or 8.18%, to approximately $86,398 for the three months ended September 30, 2024, compared to $94,092 for the three months ended September 30, 2023, primarily due to the continuation of business development activities through our Master Services Agreement with Westpark Advisors as well as other consultants in this field.

Research and Development

Research and development expenses increased by $16,022, or 29.55%, to approximately $70,244 for the three months ended September 30, 2024, compared to $54,222 for the three months ended September 30, 2023, primarily due to an increase in labor and material cost associated with continued development.

Net Loss

Our operations for the three months ended September 30, 2024, resulted in a net loss of approximately $2,374,685 an increase of approximately $563,507, or 31.11%, compared to the approximately $1,811,178 net loss for the three months ended September 30, 2023, primarily due to an increase in general and administrative expense and research in development partially offset by a decrease in selling and marketing expenses.

Comparison of Operations for the Nine months Ended September 30, 2024 and 2023:

		2024			2023			$ Change			% Change
Revenue		$	1,662,598			$	1,759,433				(96,835	)			-5.50	%
Cost of revenue			(1,167,349	)			(492,852	)			(674,497	)			136.86	%
General and administrative			(7,117,731	)			(6,401,550	)			(716,181	)			11.19	%
Selling and marketing			(238,174	)			(297,447	)			59,273				-19.93	%
Research and development			(188,947	)			(166,958	)			(21,989	)			13.17	%
Other income			2,589				35,769				(33,180	)			-92.76	%
Interest income (expense)			-				(3,817	)			3,817				-100.00	%
Net loss		$	(7,047,014	)		$	(5,567,422	)			(1,479,592	)			26.58	%

Revenue

Revenue decreased by $96,835, or 5.50%, to approximately $1,662,598 for the nine months ended September 30, 2024 from $1,759,433 for the nine months ended September 30, 2023. The decrease in revenue was primarily the result of a contract modification which resulted in a decrease in a contract's price and an increase in a contract's term, offset by an additional one-year continuation for an existing contract and a new contract during 2024.

Cost of Revenue

Cost of revenue increased by $674,497, or 136.86%, to approximately $1,167,349 for the nine months ended September 30, 2024, from $492,852 for the nine months ended September 30, 2023. This increase was primarily attributable to an increase in the cost of materials, supplies and direct labor cost incurred in connection with recent contract modifications.

General and Administrative

General and administrative expenses increased by $716,181, or 11.19%, to approximately $7,117,731 for the nine months ended September 30, 2024, compared to approximately $6,401,550 for the nine months ended September 30, 2023, primarily due to an increase in salaries and employee benefits of approximately $720,000 mainly due to non-cash compensation, an increase in software and licenses of approximately $40,000, an increase in depreciation expense of approximately $70,000 and increase of rent of $204,000, partially offset by a decrease of approximately $377,000 in professional and consulting expenses.

Selling and Marketing

Selling and marketing expenses decreased by $59,273, or 19.93%, to approximately $238,174 for the nine months ended September 30, 2024, compared to approximately $297,447 for the nine months ended September 30, 2023, primarily due to the continuation of business development activities through our Master Services Agreement with Westpark Advisors as well as other consultants in this field.

Research and Development

Research and development expenses increased by $21,989, or 13.17%, to approximately $188,947 for the nine months ended September 30, 2024, compared to approximately $166,958 for the nine months ended September 30, 2023, primarily due to an increase in labor and material cost associated with continued development.

Net Loss

Our operations for the nine months ended September 30, 2024, resulted in a net loss of approximately $7,047,014 an increase of approximately $1,479,592, or 26.58%, compared to the approximately $5,567,422 net loss for the nine months ended September 30, 2023, primarily due to an increase in general and administrative expense and research and development expense partially offset by a decrease in selling and marketing expenses.

Liquidity and Capital Resources

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the nine months ended September 30, 2024, the company incurred a net loss of approximately $7,047,014, had negative cash flows from operations of approximately $3,734,000 and may incur additional future losses due to the possible reduction in government contract activity and the expenses discussed under Results of Operations. In their report accompanying our financial statements for the year ended December 31, 2023, our independent auditors stated that our financial statements were prepared assuming that we would continue as a going concern and that they have substantial doubt as to our ability to do so for one year from the date the financial statements are issued based on our recurring losses from operations and need to raise additional capital. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the company be unable to continue as a going concern.

At September 30, 2024, the company had total current assets of $2,025,823 and total current liabilities of $888,684 resulting in a working capital surplus of $1,137,139. At September 30, 2024, we had $1,608,241 of cash and cash equivalents, an increase of $288,715 from $1,319,526 at December 31, 2023.

During the first nine months of 2024, the net cash outflow from operating activities was $3,734,000. This amount was comprised primarily of our net loss of $7,047,014 offset by non-cash stock-based compensation expense of $2,855,676, depreciation and amortization of $161,167, amortization of ROU assets of $152,192 and amortization of prepaid assets of $167,035, and cash used from changes in assets and liabilities of ($23,056) from the increase in accounts receivable of $377,349 and accrued expenses and compensation of $33,855 offset by the net decrease in prepaids and deposits of $56,534 operating lease liabilities of $127,428, deferred revenue of $288,690 and an increase in accounts payable of $38,392.

During the first nine months of 2024, the net cash outflow from investing activities was $55,435. This was for the purchase of equipment.

During the first nine months of 2024, the net cash inflow from financing activities was $4,078,150. This amount consisted of $4,171,601 in proceeds from stock subscriptions, $83,499 from the exercise of options and warrants, which were offset by $82,299 of tax withholdings related to the share settlement of RSUs, offset by $94,651 from the repayments on notes payable.

Based on the company's current business plan, we believe our cash balance as of the date of this report, along with revenue from our government contracts, will be sufficient to meet the company's anticipated cash requirements for the near term. However, we cannot be certain that the current business plan will be achievable.

The company's existence depends upon management's ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital, as needed, and cannot be certain that these efforts will be successful. Management's business development efforts may not result in profitable operations. To fund its research and development and marketing efforts, the company's management continues to explore possible financing opportunities through discussions with investment bankers and private investors. The company may not be successful in its effort to secure additional financing on terms it considers favorable. The accompanying consolidated financial statements do not include any adjustments that might result should the company be unable to continue as a going concern.

On May 10, 2024, the company completed the placement of 1,896,182 shares of its common stock, par value, $0.001 per share, in a private sale to individual purchasers at a price of $2.20 per share, for aggregate proceeds in the amount of $4,171,601. All of the purchasers are accredited, sophisticated investors, and the issuance of the shares was not in connection with any public offering in accordance with Section 4(a)(2) of the Securities Act of 1933.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based on that evaluation, our Principal Executive Officer has concluded that our disclosure controls and procedures as of September 30, 2024, are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On January 15, 2021, the company filed a complaint in the United States District Court, Southern District of New York, against Gusrae, Kaplan & Nusbaum and Ryan Whalen for malpractice and breach of New York Rules of Professional Conduct by both parties as former counsel to the company. On May 28, 2021, Gusrae, Kaplan & Nusbaum and Mr. Whalen filed a motion to dismiss the complaint. On June 25, 2021, the company filed an opposition to the motion. On July 13, 2021, Gusrae Kaplan & Nusbaum and Mr.Whalen filed their reply brief. On March 30, 2022, United States Magistrate Judge Debra Freeman signed an order denying the motion of GKN and Mr. Whalen to dismiss the company's claim for malpractice and for rescission of the shares-for-fees agreement under which GKN and Whalen received 1,242,710 shares of the company's common stock. The motion was partially granted as to the separate claim for violation of NYRPC 1.7 and 1.8 because the court found that it was duplicative of the malpractice claim. The parties completed discovery, and the court approved a summary judgment briefing schedule proposed by the parties. The parties have each filed their motions for summary judgment. No trial date has been set.

On July 26, 2023, the company filed a complaint in the Superior Court of the State of Delaware against Gusrae Kaplan Nusbaum PLLC and Ryan Whalen, for malicious prosecution of a federal securities fraud lawsuit which was filed by these defendants against the company and certain of its directors, attorneys and their law firms and an outside consultant, in July 2019 in the United States District Court for the Southern District of New York. The complaint filed by the company alleges that the claims by these defendants against it were frivolous and prosecuted for the improper purpose of hindering the company's prosecution of a then pending case against George Farley, the company's former CEO, which was later settled. The complaint further alleges that the defendants prosecuted their claim with malice causing the company damages valued in excess of $40 million. On September 11, 2023, Gusrae, Kaplan & Nusbaum and Mr. Whalen filed a motion to dismiss the complaint. On October 25, 2023, the company filed an opposition to the motion. The court heard oral argument on the motion on January 19, 2024, and took the motion under submission. On April 16, 2024, the court granted the motion on the grounds of lack of personal jurisdiction over the defendants. The company filed its Opening Brief on July 17, 2024. On October 8, 2024, the Clerk of the Delaware Supreme Court notified the parties that the court would hear oral arguments in the case on December 4, 2024, and that the hearing would be "en banc" or in front of the entire court, rather than a panel.

As with any litigation, the company cannot predict the outcome with certainty, but the company expects to provide further updates on the status of the litigation as circumstances warrant.

The company may, from time to time, be involved in legal proceedings arising from the normal course of business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The company has reported all information pertaining to issuances of equity securities sold during the period covered by this Quarterly Report on Form 10-Q in previously filed report on Forms 10-K, 10-Q and 8-K.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

The Rule 10b5-1 Plan previously established by Bradford T. Adamczyk, our Executive Chairman, expired in accordance with its own terms as of July 15, 2024. Mr. Adamczyk has established a new Rule 10b5-1 Plan which is to take effect under its terms as of August 16, 2024, and is to continue in effect through October 14, 2025.

The Rule 10b5-1 Plan previously established by Adamczyk Family 2021 LLC, an entity controlled by Bradford T. Adamczyk, the company's Executive Chairman, expired in accordance with its own terms as of July 15, 2024. The Adamczyk Family 2021 LLC has established a new Rule 10b5-1 Plan which is to take effect under its terms as of August 16, 2024, and is to continue in effect through October 14, 2025.

The Rule 10b5-1 Plan previously established by Gregory J. Quarles, the company's President and Chief Executive Officer, expired in accordance with its own terms as of July 15, 2024. Dr. Quarles has established a new Rule 10b5-1 Plan which is to take effect under its terms as of August 16, 2024, and is to continue in effect through October 14, 2025.

On June 3, 2024, Christopher Donaghey, Chief Operating and Financial Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) that took effect on September 5, 2024, and is designed to be in effect until September 5, 2025 with respect to the sale of up to 770,000 shares of the company's common stock all of which underlie stock options held by Mr. Donaghey. Through November 3, 2024, Mr. Donaghey has not sold any shares under the plan.

ITEM 6. EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
23		Consent of RBSM LLP *
31.1		Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a).
31.2		Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
32.1		Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Incorporated by reference to Exhibit 23.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	APPLIED ENERGETICS, INC.
	By:	/s/ Gregory J. Quarles
		Gregory J. Quarles, President and Chief Executive Officer
	By:	/s/ Christopher Donaghey
		Christopher Donaghey, Chief Financial Officer and Chief Operating Officer
Date: November 14, 2024

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