UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
MARK ONE
for
the Quarterly Period ended
for the transition period from ________ to ________
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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
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| ☐ | Smaller reporting company | |||
| Emerging growth company |
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WORLD HEALTH ENERGY HOLDINGS, INC.
Form 10-Q
September 30, 2025
| i |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2025
(UNAUDITED)
| 1 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(U.S. dollars except share and per share data)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Inventory | ||||||||
| Other current assets | ||||||||
| Total Current assets | ||||||||
| Non-current assets | ||||||||
| Operating lease right-of-use asset | ||||||||
| Long term prepaid expenses | ||||||||
| Property and equipment, net | ||||||||
| Funds in respect of employee rights upon termination | ||||||||
| Investment in non-consolidated entity (Note 3) | ||||||||
| Intangible assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Short term credit | ||||||||
| Accounts payable | ||||||||
| Short term operating lease liability | ||||||||
| Other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from parent company | ||||||||
| Long term operating lease liability | ||||||||
| Fair value of commitment to issue shares (Note 3) | ||||||||
| Deferred tax liability | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Redeemable shares (Note 4) | ||||||||
| Stockholders’ Deficit (Note 5) | ||||||||
| Series A preferred stock $ par value, shares authorized, shares issued and outstanding as of September 30, 2025, and December 31, 2024 | ||||||||
| Common stock $ par value, shares authorized as of September 30, 2025 and December 31, 2024. shares issued and outstanding as of September 30, 2025 and December 31, 2024. | ||||||||
| Additional paid-in capital | ( | ) | ( | ) | ||||
| Treasury stock at cost – shares of common stock | ( | ) | ( | ) | ||||
| Proceeds on account of shares | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Company’s stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 2 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars except share and per share data)
| Nine months ended | Three months ended | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | ||||||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Finance expenses, net | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of commitment to issue shares | ( | ) | ||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expenses | ( | ) | ||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interests | ||||||||||||||||
| Net loss attributable to the Company’s stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Basic and diluted net loss per share | ) | ) | ) | ) | ||||||||||||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share | ||||||||||||||||
| Comprehensive loss: | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss - Foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net - loss attributable to non-controlling interests | ||||||||||||||||
| Other comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive loss attributable to the Company’s stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 3 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(U.S. dollars, except share and per share data)
| Series A Preferred Stock | Common Stock | Additional | Proceeds on | Accumulated Other | Total Company’s stockholders’ | Non- | Total stockholders’ | |||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | paid-in capital | account of shares | Treasury shares | Comprehensive Income | Accumulated deficit | equity (deficit) | Controlling Interest | equity (deficit) | |||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2025: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2025 | ( | ) | (*) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2025: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of loan to equity in subsidiary by non-controlling interest | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED SEPTEMBER 30, 2025: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions from non-controlling interests | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2025 | ( | ) | (*) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| (*) |
| 4 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(U.S. dollars, except share and per share data)
| Series A Preferred Stock | Common Stock | Additional | Proceeds on | Accumulated Other | Total Company’s stockholders’ | Non- | Total stockholders’ | |||||||||||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | paid-in capital | account of shares | Treasury shares | Comprehensive Income | Accumulated deficit | equity (deficit) | Controlling Interest | equity (deficit) | |||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2024: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2024: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| CHANGES DURING THE PERIOD OF THREE MONTHS ENDED SEPTEMBER 30, 2025: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment to employees and services providers | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Proceeds on account of shares | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Deemed Dividend | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuance of redeemable shares | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF SEPTEMBER 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| 5 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars)
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Changes in liability for employee rights upon retirement | ||||||||
| Changes in fair value of commitment to issue shares | ( | ) | ||||||
| Share-based compensation expense | ||||||||
| Interest on loans from related parties | ||||||||
| Change in operating lease | ||||||||
| Change in accounts receivable | ( | ) | ||||||
| Change in other current assets | ( | ) | ||||||
| Change in accounts payable | ( | ) | ||||||
| Change in other accounts liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Loans granted to related parties | ( | ) | ||||||
| Increase in funds in respect of employee rights upon retirement | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from capital contributions from non-controlling interests | ||||||||
| Loan received from related party | ||||||||
| Proceeds on account of shares | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Non cash transactions: | ||||||||
| Initial recognition of operating lease liability | ||||||||
| Conversion of loan to equity in subsidiary by non-controlling interest | ||||||||
| Redeemable shares issued for the purchase of intangible assets | ||||||||
| Issue of share in exchange for shares and options received | ||||||||
| Cash paid during the period: | ||||||||
| Income taxes | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statement
| 6 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL
| A. | Operations |
World Health Energy Holdings (“WHEN” or the “Company”) is primarily engaged in the global telecom and cybersecurity technology field.
Through its wholly owned Israeli based subsidiary RNA Ltd. (“RNA”), the Company is primarily engaged in research and development performing software design services in the field of cybersecurity solutions for businesses and consumers. Through its majority owned Polish based subsidiary, CrossMobile Sp z o.o., a company formed under the laws of Poland (“CrossMobile”), the Company operates a mobile virtual network operator (MVNO) in Poland, which is also licensed to provide telecom services throughout Europe.
On April 27, 2020, the Company completed a reverse triangular merger pursuant to which SG 77 Inc., a Delaware corporation (“SG”) and at such time a wholly-owned subsidiary of UCG, became a direct and wholly owned subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company through SG.
The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”.
| B. | Board and Shareholder Authority for Reverse Stock Split |
On
May 17, 2023,
| C. | Going concern uncertainty |
The Group is subject to certain inherent risks and uncertainties associated with the development of its business. To date, substantially all the Company’s efforts and investments have been devoted to the growth of its business, organically and inorganically. These investments have historically been funded by raising outside capital, and as a result of these efforts, the Company has generally incurred significant losses and used net cash outflows from operations since inception.
During
the nine months ended September 30, 2025, the Company incurred a net loss of $
The Group’s management expects that the Group will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of September 30, 2025, management currently is of the opinion that its existing cash will be sufficient to fund operations until November, 2025. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.
Management endeavors to secure sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations.
The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.
| 7 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continue)
| D. | Risk factors |
The Group faces a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties.
| E. | Israel – Hamas war |
Following the October 7th attacks by Hamas terrorists in Israel’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached with Hamas and Lebanon (with respect to Hezbollah), and some Iranian proxies have declared a halt to their attacks, there is no assurance that these agreements will be upheld, military activity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region.
Certain of our consultants in Israel may be called up for reserve duty, in addition to employees of our service providers located in Israel, have been called, for service and such persons may be absent for an extended period of time. In the event that hostilities disrupt our ongoing operations, our ability to deliver or provide services in a timely manner to meet our contractual obligations towards customers and vendors could be materially and adversely affected.
On June 12, 2025, Israel launched Operation “Nation Rises Like a Lion”, a direct military campaign targeting Iranian nuclear and military infrastructure in response to escalating threats posed by Iran’s long-range missile deployment and intelligence reports indicating imminent coordinated attacks. This action resulted in increased regional instability and led to the temporary shutdown of our operations in Israel for several days.
On September 10, 2025, a ceasefire agreement was reached between Israel and Hamas, effectively ending the large-scale military operations in the Gaza Strip. As part of the agreement, all remaining living Israeli hostages in Gaza have been released and returned to Israel. A number of deceased hostages remains are to be returned, and the parties continue to cooperate in that process. The ceasefire has generally held as of the date of these financial statements, although the security situation remains fragile, and the risk of renewed hostilities persists.
The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its operations.
Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, as at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.
| 8 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine-months ended September 30, 2025. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2025.
Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ, for the year ended December 31, 2024 from which the accompanying condensed consolidated balance sheet dated December 31, 2024 was derived.
Principles of Consolidation
The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include WHEN and its wholly-owned as well as a subsidiary in which the Company holds less than 50% of the voting interests but consolidates due to control obtained through a mutual control agreement with the Company’s Chief Executive Officer. All inter-company balances and transactions have been eliminated.
Use of Estimates
The preparation of condensed interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.
NOTE 3 – INVESTMENT IN NON- CONSOLIDATED ENTITY
On
August 14, 2024, the Company signed an agreement with Terra Zone Ltd. (the “Terra Zone Agreement”) pursuant to which the
Company purchased
ordinary shares of Terra Zone (%
on a fully diluted basis) in exchange for
shares of the Company’s common stock. The parties also agreed to a Mutual Option, exercisable by either party through the
second anniversary of closing, to acquire additional shares on equivalent terms of
Terra Zone shares for
Terra Zone operates in the cybersecurity field. On the same date, the parties entered into a Technology Cooperation Agreement to integrate Terra Zone’s technology with the Company’s cyber intelligence solutions to develop and market an endpoint security solution.
Under
the
As
part of the agreement, the parties agreed that the pre-money valuation of Terra Zone Ltd. was $
| 9 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – INVESTMENT IN NON- CONSOLIDATED ENTITY (continued)
September 30, 2025 | December 31, 2024 | |||||||
| Expected volatility (%) | % | % | ||||||
| Risk-free interest rate (%) | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Contractual term (years) | ||||||||
| Conversion price | ||||||||
| Underlying share price (U.S. dollars) | ||||||||
| Fair value (U.S. dollars in thousands) | ||||||||
On July 2, 2024, the Company, entered into and executed an agreement (the “IHQ Agreement”) with Intent HQ Limited (“IHQ”), a company incorporated under the laws of England and Wales pursuant to which IHQ invested and granted the Company a worldwide, royalty-free, perpetual, nonexclusive, sublicensable, irrevocable license to IHQ’s Edge SDK, in both source-code and object-code formats and associated documentation (collectively, the “Perpetual License”). In consideration of the Perpetual License the Company issued shares (the “Consideration Shares”) of Company’s common stock (the “Common Stock”). The Consideration Shares represented approximately % of the issued and outstanding share capital of the Company following such issuance. Under the terms of the IHQ Agreement, IHQ also undertook to provide professional consulting services to enable the Company to implement, develop and commercialize its own and joined products based on the product materials or any portions or derivative works thereof, all subject to the terms and conditions set forth therein.
The strategic alliance represented by this agreement sought to leverage WHEN’s cybersecurity products in combination with IHQ’s modules to introduce to the market novel products in the cybersecurity field applicable to both the business and individual level.
Under the terms of the IHQ Agreement, the Company undertook to complete an uplisting (the “Uplisting”) of its shares of Common Stock on NYSE, NASDAQ or the Chicago Board Options Exchange on or prior to June 28, 2025 (the “Uplisting Target Date”).
In addition, the Company may at any time prior to the Uplisting Target Date, at its sole discretion without any obligation
whatsoever, pay IHQ in cash $
| 10 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – REDEEMABLE SHARES (continue)
Additionally, the Company determined that in certain circumstances, beyond its control, the Consideration Shares may be obligated to be redeemed and therefore, classified the Consideration Shares as temporary equity pursuant to the guidance in ASC 815-40-25. As of December 31, 2024, the redeemable shares are presented at their carrying amount.
On July 28, 2025, pursuant to its rights under the agreement, IHQ provided written notice to the Company of its termination of the IHQ Agreement and the return to the Company of all of the Consideration Shares. As of the date of these financial statements, the Consideration Shares have not yet been assigned back to the Company; however, upon their re-assignment to the Company, the Company expects to record the shares as treasury shares at their par value. Following the termination, the Company derecognized the intangible assets and redeemable shares previously recorded in connection with the IHQ Agreement in the balance sheet ending September 30, 2025.
NOTE 5 – COMMON STOCK
| a. | During
the nine months ended September 30, 2025, the Company received subscription proceeds of $ | |
| b. | As of September 30 2025, Mr. Baumeohl is entitled to shares of our common stock at a per share price ranging between $ and $. |
| 1. | The following table presents the Company’s stock option activity during the three months ended September 30, 2025: |
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2024 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ( | ) | ||||||
| Outstanding at March 31, 2025 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ( | ) | ||||||
| Outstanding at June 30, 2025 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ||||||||
| Outstanding at September 30, 2025 | ||||||||
| Number of options exercisable at September 30, 2025 | ||||||||
The aggregate intrinsic value of the awards outstanding as of September 30, 2025 is $. These amounts represent the total intrinsic value, based on the Company’s stock price of $ as of September 30, 2025, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.
| Exercise price | Stock options outstanding | Weighted average remaining contractual life – years | Stock options vested | |||||||||
| As of September 30, 2025 | ||||||||||||
| 11 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - STOCK OPTIONS (continue)
The stock options outstanding as of September 30, 2024, have been separated into exercise prices, as follows:
| Exercise price | Stock options outstanding | Weighted average remaining contractual life – years | Stock options vested | |||||||||
| As of September 30, 2024 | ||||||||||||
Compensation expense recorded by the Company in respect of its stock-based compensation awards for the nine months ended September 30, 2025 and 2024 was $ and $, respectively and are included in the Statements of Operations.
As of September 30, 2025, the total share-based compensation costs not yet recognized related to unvested stock options was $, which is expected to be recognized over the weighted-average remaining requisite service period of years.
NOTE 7 – RELATED PARTIES
| A. | Transactions and balances with related parties |
Nine months ended September 30 | Three months ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses: | ||||||||||||||||
| Salaries and fees to officers | ||||||||||||||||
| (*) of which share based compensation | ||||||||||||||||
| Research and development expenses: | ||||||||||||||||
| Salaries and fees to officers | ||||||||||||||||
| (*) of which share based compensation | ||||||||||||||||
| B. | Balances with related parties and officers: |
As of September 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Short term credit | ||||||||
| Other accounts liabilities | ||||||||
| Liability for employee rights upon retirement | ||||||||
| Long term loan from related party (*) | ||||||||
| (*) |
| 12 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – SEGMENT REPORTING
| A. | Information about reported segment profit or loss and assets |
The
Company has
The chief operating decision maker evaluates segment performance primarily based on segment operating loss.
The following table presents information about the Company’s reportable segments for the nine and three months ended September 30, 2025 and 2024. The Company has not changed the composition of its reportable segments since its last annual report.
| Nine months ended | Three months ended | |||||||||||||||
| September 30 | September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue from global telecom | ||||||||||||||||
| Cost related to global telecom | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss from global telecom | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Revenue from cybersecurity technology | ||||||||||||||||
| Cost related to cybersecurity technology | ( | ) | ( | ) | ( | ) | ||||||||||
| Marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating loss from cybersecurity technology | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Professional services | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Share base compensation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing (expenses) income, net | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of commitment to issue shares | ( | ) | ||||||||||||||
| Loss before taxes and equity in net loss of equity investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. Certain statements made in this discussion are “forward-looking statements” within the meaning of the private securities litigation reform act of 1995,. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.
Overview
World Health Energy Holdings (“WHEN” or the “Company” or “us” ) is primarily engaged in the global telecom and cybersecurity technology field. Through our wholly owned Israeli based subsidiary RNA Ltd. (“RNA”), are primarily engaged in research and development company performing software design services in the field of cybersecurity solutions for businesses and consumers. Through our majority owned Polish based subsidiary, CrossMobile Sp z o.o., a company formed under the laws of Poland (“CrossMobile”), we operate a mobile virtual network operator (MVNO) in Poland, which is also licensed to provide telecom services throughout Europe.
On April 27, 2020, WHEN completed a reverse triangular merger pursuant to the Merger Agreement among the Company and a wholly owned subsidiary of UCG, Inc., the principal shareholder of the Company, and a wholly-owned subsidiary of the Company. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.
RNA is primarily a research and development company that has been performing software design services in the field of cybersecurity. SG is primarily engaged in the marketing and distribution of cybersecurity related products. In anticipation of the transaction contemplated under the Merger Agreement, SG was formed and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.
Following the closing, each of SG 77 and RNA became wholly-owned subsidiaries of the Company.
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Acquisition of CrossMobile
On March 22, 2022 the Company, CrossMobile and the shareholders of CrossMobile (of which our CEO, Giora Rosenzweig, holds 40.67% and George Baumeohl, a director, holds 3.33%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company purchased in July 2022 an initial 26% equity stake of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company . In addition, for 18 months following the date of the Agreement, the Company has the option to purchase additional shares of CrossMobile, (the “Additional Share Purchase Option”), such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. On October 25, 2022, the Company exercised the Additional Share Purchase Option to acquire such additional shares of CrossMobile and the Company now holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis and proportionally voting rights. In consideration for the exercise of the Additional Share Purchase Option, the Company issued to CrossMobile an additional 10,000,000 shares of the Company’s common stock.
CrossMobile provides public mobile telephone services in Europe, (without its own radio infrastructure) We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European mobile telecom market.. CrossMobile is planning to roll-out a comprehensive suite of value-added services for B2B and B2C customers in the telecom industry.
With our involvement in CrossMobile, we expect to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.
Acquisition of Instaview
On Feb. 26, 2023 we completed the acquisition of an initial 26% of Instaview Ltd. (“Instaview”), an emerging technology company in the field of AI-based image processing systems, thermal cameras, home and enterprise security, livestock tracking and control appliances plus much more.
Instaview is engaged in the field of image processing systems and thermal cameras. Over the past 18 years, Instview has provided innovative security and managing solutions in hundreds of projects in Israel and overseas.
During the fourth quarter of 2023, the company amortized its investment in InstaView and recorded an impairment charge of $151,015.
Investment in Terra Zone
On August 14, 2024, the Company signed an agreement with Terra Zone Ltd. (the “Terra Zone Agreement”) pursuant to which the Company purchased 448,029 ordinary shares of Terra Zone (4% on a fully diluted basis at such time) in exchange for 5,000,000,000 shares of the Company’s common stock. The Company’s investment in Terra Zone was based on an agreed upon a pre-money valuation of Terra Zone by the parties at such time of $50 million.
Terra Zone operates in the cybersecurity field. On the same date, the parties entered into a Technology Cooperation Agreement to integrate Terra Zone’s technology with the Company’s cyber intelligence solutions to develop and market an endpoint security solution.
The parties also agreed to a mutual option, exercisable by either party through the second anniversary of closing, to acquire additional shares on equivalent terms of 446,697 Terra Zone shares for 5,208,338,520 Company shares.
Under the cooperation agreement signed by the parties, up to $8 million in net sales (excluding specified fees) from the bundled solution incorporating technologi4s of each party as are to be allocated 75% to the Company and 25% to Terra Zone. Above that threshold, net sales will be split equally.
AI Powered Vision
We are building Neural Nexus, an AI-powered protective intelligence platform integrating telecommunications infrastructure, advanced cybersecurity, and behavioral analytics into one unified network. The company’s ecosystem includes KidGuard/Care4Kids, OTOGRAPH, CrossMobile, and TerraZone, delivering multi-layered, real-time data ingestion and analysis to predict, prevent, and mitigate threats for both enterprise (B2B) and consumer (B2C) markets.
Through CrossMobile, a full-core MVNO, WHEN offers mobile telecom services enhanced by proprietary AI-driven cybersecurity, creating a new standard for value-added telecom and security solutions. OTOGRAPH provides enterprise-grade behavioral threat detection, while KidGuard/Care4Kids protects children and families from online risks through advanced monitoring and behavioral analysis.
Our initial market rollout focuses on the United States, establishing Neural Nexus as a national-scale predictive intelligence framework and operational model for global expansion into Europe, North Africa, and beyond. Subject to securing additional growth capital, WHEN intends to accelerate market penetration, expand strategic partnerships, and position Neural Nexus as the foundation for next-generation protective intelligence worldwide.
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Combined WHEN Product Offerings
Our product offerings are comprised of complementary segments, namely
| 1. | Cyber Care, which is the long standing and core business segment of WHEN | |
| 2. | Mobile telecom GSM which is a new business segment, linking the off and on line business segments entered following the acquisition of CrossMobile |
Both are targeting commercial enterprises (B2B) and individual users (B2C).
Cyber Care
B2B Offerings—Our B2B Cybersecurity system software development and implementation program focuses on developing a threat management software that provides innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGO’s) and governmental entities.
In 2021 we launched OTOGRAPH, our comprehensive cybersecurity and information security system, to enable business enterprises to monitor, analyze and prevent suspicious or harmful behavior on corporate networks and connected devices. The OTOGRAPH is designed to analyze and prevent internal or external abuse or abnormal activity on enterprise devices, such as PCs, mobile phones, servers or any other operating system (OS)-based Internet of things (IOT) devices. IoT devices are the nonstandard computing devices that connect wirelessly to a network and have the ability to transmit data.
The rapid transition to open and cloud-based remote workforce has exposed businesses and organizations across the world to higher risks of cyber-attacks and information security breaches. To enable businesses to better protect their data and workflow, we developed a Business Behavioral Analysis (BBA) system that enables business leaders to track all activity from any given location on a one-stop dashboard. Developed over the past two years, OTOGRAPH provides aggregated data and a wide variety of real-time analytics such as real time monitoring of online behavior, applications and system behavior, data breaches, internal and external connections analytics, productivity analysis and psycholinguistic analysis. Corporations and organizations can then use the dashboard to detect suspicious human or device activities that put their company at risk.
OTOGRAPH was developed based on based on a state of the art intelligence technology combined with AI technology that processes and analyzes massive amounts of behavioral and communication data and enables organizations to make real time accurate preventive assessments and decisions to protect company assets and ensure operational efficiency. OTOGRAPH deploys a unique Business Behavioral Analysis (BBA) machine learning software. Behavioral digital data is extracted from all endpoint devices that are connected to the company’s network infrastructure – whether physically, wirelessly or remotely. The data is processed and analyzed to learn and to reveal the unique digital behavioral pattern of the organization as a whole and of every endpoint or individual.
OTOGRAPH then sets baselines of normal patterns for each, and constantly searches for anomalies – deviations from those expected patterns. The anomalies are detected automatically and instantly, categorized by their type and generate push alerts which are sent to the business leader’s dashboard and enabling him to respond to the threat.
OTOGRAPH is continuously learning and calibrating the normal patterns and their thresholds to minimize the number of false alarms and constantly adapt to the changing needs of organizations in real time. Our B2C Cybersecurity division targets families concerned with external cyber threats and exposures in addition to monitoring a child’s behavioral patterns that may alert parents to potential tragedies caused by cyber bullying, pedophiles, other predators, and depression.
B2C
SG’s Parental System offers a comprehensive solution which is designed to enable parents wishing to observe their children’s online behavior to learn if they are accessing inappropriate websites and content and/or to protect them from a range of threats including cyberbullying, pedophiles and other predators and identity theft.
| 16 |
The Parental System line is positioned as the “ultimate parental cyber solution”. This system incorporates a range of features enabling parents to view and manage their children’s Android phones and devices. The key elements of our proprietary solutions include the following: analysis of all incoming and outgoing written data; analysis of all incoming and outgoing audio communication; real time location tracking; environmental surroundings analysis; and cyber activity analysis.
The Parental System has similar features to those of the B2B yet tailored to fit the needs of parents and guardians to protect their children. Such variations focus on online behavioral patterns whether vocally, via short message service (“SMS”) or social media platforms. If there is a change in behavior patterns, the product is designed to immediately send the parent or adult guardian an alert. For example, as stated in several international reports, one of the identifiable indicators before suicide is social withdrawal, something which today appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, there are certain words and phrases which increase in use prior to suicide which the system will detect these it will put them in the red flag category.*
* https://www.mayoclinic.org/healthy-lifestyle/tween-and-teen-health/in-depth/teen-suicide/art-20044308
While analyzing voice calls based on; tone of speech, lengths of the conversation and the frequency of calls, Parental System Analytics is capable of identifying changes in behavioral patterns and flagging these changes. For example, studies showed that with deteriorating mental health, the frequency of calls decreases and the sentences along with the length of the conversations get shorter. Any such discrepancy in behavior patterns will send a real time alert to the parent or legal guardian, potentially avoiding a tragedy.
As of 2023, there were 323.99 million smartwatch users worldwide, according to scoop.market.us. This number is expected to increase to 740.53 million by 2029 https://scoop.market.us/smart-wearables-statistics/. The same tool used to monitor and analyze children’s mental well-being can also be used by parents. It can provide them with a complete and comprehensive picture of their own state of mind—helping them profile their emotional and mental patterns. This isn’t just useful for understanding their children, but also for personal growth, emotional regulation, and overall self-development.
Mobile telecom GSM
The global telecom services market size was valued at USD $172.32 billion in 2023 and is expected to expand at a compound annual growth rate (CAGR) of 6.2% from 2023 to 20301. The global cyber security market size is projected to grow from billion in 2023 to $424.97 billion in 2030, at a CAGR of 4.51%2 during the forecast years. By combining the telecom focus with our existing cyber security product offering, our plan is to bring to market a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.
Through the date of this report, CrossMobile signed up approximately 11,000 pre-paid contract subscribers, including B2B and B2C subscribers. CrossMobile intends during the next 12 months to build a strong telecom brand empowered by ‘state of the art’ technology, competitive pricing and a product mix including proprietary AI and WHEN’s cybersecurity solutions, being the core of the value added strategy.
Following the first step, our next planned strategy is to add the advanced B2B and B2B Cyber Care bundled with the audio-video systems and security cameras solution and offer them as an integrated part of our GSM solutions. This will give our B2B the possibility to use the AI and BBA as a tool to increase not only security but as well efficiency in sales organizations where soft skills, emotions and personal relations are crucial. At the heart of CrossMobile’s differentiation strategy is its innovative product mix, which includes proprietary AI-driven solutions and advanced cybersecurity offerings. These unique value-added services are designed to meet the evolving needs of modern consumers, attracting and retaining a loyal customer base
1 Global Telecom Services Market Size Report, 2021-2028. (2022). Retrieved 21 August 2022, from https://www.grandviewresearch.com/industry-analysis/global-telecom-services-market
2 Insights, F. (2022). With 13.4% CAGR, Global Cyber Security Market Size to Surpass USD 376.32 Billion in 2029. Retrieved 21 August 2022, from https://www.globenewswire.com/news-release/2022/06/14/2461786/0/en/With-13-
4-CAGR-Global-Cyber-Security-Market-Size-to-Surpass-USD-376-32-Billion-in-2029.html
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In respect to the B2C market our strategy is to give families a tool to protect their assets and entire households in particular kids or pets and even elderly members being fragile newcomers in the world of e-commerce, on-line banking and on-line dating.
The third step expected to be initiated by the second quarter of 2026 is to replicate the same scenario of combining Cyber Care and Mobile Telecom to other selected markets in North Africa, the USA and Europe.
Expansion of Operations in the United States
We are moving ahead with the strategic expansion of our operations in the United States, reinforcing both our management and operational infrastructure to support accelerated growth. This expansion is anchored by an intensive marketing initiative aimed at introducing our B2B and B2C product portfolio to well-defined target segments, beginning with SG’s parental system for monitoring children’s behavior. As the first phase of our global rollout, we marketing Neural Nexus as the foundation for next-generation protective intelligence referred to above. This market entry will serve as the launchpad for global deployment, enabling us to refine operational models, regulatory compliance frameworks, and partner integrations in one of the world’s most complex and competitive environments.
To maximize market penetration, we are working closely with experienced marketing consultants to develop and execute tailored campaigns designed to reach and engage our priority customer groups. These campaigns will leverage both traditional and digital channels, with a focus on creating strong brand awareness and establishing a competitive market presence.
The U.S. market represents a significant growth opportunity due to its scale, diverse demographics, and openness to innovative solutions. Subject to securing additional growth capital, we intend to substantially increase the scope, frequency, and geographic reach of our marketing activities. Our goal is to build a sustainable U.S. footprint, establish strategic partnerships, and position the company for long-term revenue growth in this key market.
Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024
| Three months ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 65,333 | 71,250 | |||||
| Cost of revenues | (270,057 | ) | (51,984 | ) | ||||
| Gross profit | (204,724 | ) | 19,266 | |||||
| Operating Expenses | ||||||||
| Research and development expenses | (85,998 | ) | (456,184 | ) | ||||
| Selling and marketing expenses | (8,817 | ) | (46,679 | ) | ||||
| General and administrative expenses | (283,002 | ) | (591,347 | ) | ||||
| Operating loss | (582,541 | ) | (1,074,944 | ) | ||||
| Financing income (expenses), net | (64,479 | ) | 28,431 | |||||
| Changes in fair value of commitment to issue shares | 61,782 | - | ||||||
| Net loss | (585,238 | ) | (1,046,513 | ) | ||||
| Net loss attributable to non-controlling interests | 93,224 | 81,535 | ||||||
| Net loss attributable to the Company’s stockholders | (492,014 | ) | (964,978 | ) | ||||
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Revenues
Our total revenue consists of sales of our products and services.
Cost of revenues
Our cost of revenues includes cost of products sold.
Operating Expenses
Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Research and Development Expenses, net
We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.
Our research and development costs include costs are comprised of:
● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.
The following table discloses the breakdown of research and development expenses:
| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Salaries and related expenses | $ | 94,521 | $ | 78,219 | ||||
| Share-based compensation expenses | 39,743 | 152,521 | ||||||
| Subcontractors and other development costs | (71,430 | ) | 202,573 | |||||
| Depreciation and amortization | 4,507 | 4,678 | ||||||
| Rent and office maintenance | 18,657 | 18,193 | ||||||
| Total | $ | 85,998 | $ | 456,184 | ||||
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.
The following table discloses the breakdown of selling and marketing expenses:
| Three Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Salaries and related expenses | 7,748 | 38,069 | ||||||
| Other expenses | 1,069 | 8,610 | ||||||
| Total | $ | 8,817 | $ | 46,679 | ||||
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General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.
The following table discloses the breakdown of general and administrative expenses:
Three Months Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Salaries and related expenses | $ | 79,532 | 63,951 | |||||
| Share-based compensation expenses | 132,072 | 448,802 | ||||||
| Professional services | 36,461 | 54,307 | ||||||
| Rent and office maintenance | 34,937 | 24,287 | ||||||
| Total | $ | 283,002 | $ | 591,347 | ||||
Revenues
Revenues for the three months ended September 30, 2025 and 2024 were $65,333 and $71,250, respectively. The decrease in our revenues resulted primarily from decrease in revenues associated with our cybersecurity technology segment offset by increase in sales associated with our global telecom segment.
Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses decreased from $456,184 during the three months ended September 30, 2024 to $85,998 during the three months ended September 30, 2025. The decrease resulted primarily from decrease in share based compensation expenses and professional services allocated to cost of sales.
Selling and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and related expenses. Selling and marketing expenses for the three months ended September 30, 2025 amounted to $8,817 as compared to $46,679 for the three months ended September 30, 2024. The decrease in our selling and marketing expenses resulted primarily from decrease in salaries and related expenses.
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $591,347 for the three months ended September 30, 2024 to $283,002 in the three months ended September 30, 2025. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses and professional services expenses.
Financing Income (expenses), Net. Financing expenses, net amounted to $64,479 for the three months ended September 2025 as compared to financing income of $28,431 for the three months ended September 30, 2024. The increase in financing expenses, net is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.
Net Loss. As a result of the foregoing, our net loss for the three months ended September 30, 2025 was $585,238 compared to $1,046,513 for the three months ended September 30, 2024.
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Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
Summary of Results of Operations
| Nine months ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 169,825 | 123,173 | |||||
| Cost of revenues | (281,868 | ) | (86,532 | ) | ||||
| Gross profit | (112,043 | ) | 36,641 | |||||
| Operating Expenses | ||||||||
| Research and development expenses | (736,069 | ) | (1,280,767 | ) | ||||
| Selling and marketing expenses | (40,302 | ) | (140,504 | ) | ||||
| General and administrative expenses | (1,147,371 | ) | (2,232,494 | ) | ||||
| Operating loss | (2,035,785 | ) | (3,617,124 | ) | ||||
| Financing income, net | (110,977 | ) | 20,846 | |||||
| Changes in fair value of commitment to issue shares | (454,455 | ) | - | |||||
| Loss before income taxes | (2,601,217 | ) | (3,596,278 | ) | ||||
| Income tax expenses | (13,633 | ) | - | |||||
| Net loss | (2,614,850 | ) | (3,596,278 | ) | ||||
| Net loss attributable to non-controlling interests | 201,786 | 148,863 | ||||||
| Net loss attributable to the Company’s stockholders | (2,413,064 | ) | (3,447,415 | ) | ||||
Revenues
Our total revenue consists of sales of our products and services.
Cost of revenues
Our cost of revenues includes cost of products sold.
Operating Expenses
Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Research and Development Expenses, net
We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.
Our research and development costs include costs are comprised of:
● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.
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The following table discloses the breakdown of research and development expenses:
| Nine Months Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Salaries and related expenses | $ | 278,197 | $ | 226,076 | ||||
| Share-based compensation expenses | 161,638 | 623,467 | ||||||
| Subcontractors and other development costs | 103,527 | 294,636 | ||||||
| Depreciation and amortization | 13,923 | 14,493 | ||||||
| Rent and office maintenance | 53,452 | 76,755 | ||||||
| Other expenses | 125,332 | 45,340 | ||||||
| Total | $ | 736,069 | $ | 1,280,767 | ||||
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.
The following table discloses the breakdown of selling and marketing expenses:
Nine Months Ended September 30 | ||||||||
| 2025 | 20243 | |||||||
| Salaries and related expenses | $ | 30,495 | $ | 115,181 | ||||
| Other expenses | 9,807 | 25,323 | ||||||
| Total | $ | 40,302 | $ | 140,504 | ||||
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.
The following table discloses the breakdown of general and administrative expenses:
Nine Months Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Salaries and related expenses | $ | 247,546 | $ | 181,522 | ||||
| Share-based compensation expenses | 702,161 | 1,819,898 | ||||||
| Professional services | 112,634 | 152,153 | ||||||
| Rent and office maintenance | 72,189 | 77,484 | ||||||
| Other expenses | 12,841 | 1,437 | ||||||
| Total | $ | 1,147,371 | $ | 2,232,494 | ||||
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Revenues
Revenues for the nine months ended September 30, 2025 and 2024 were $169,825 and $123,173, respectively. The increase in our revenues primarily attributable to the increase in our telecom services provided through Cross Mobile and the continued increase in number of subscribers, partially offset by decrease in revenues associated with our cybersecurity technology segment.
Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses decreased from $736,069 during the nine months ended September 30, 2025 to $1,280,767 during the nine months ended September 30, 2024. The decrease resulted primarily from decrease in share based compensation expenses and professional services which were allocated to cost of sales.
Selling and Marketing Expenses. Selling and marketing expenses consist primarily of professional fees. Selling and marketing expenses for the nine months ended September 30, 2025 amounted to $40,302 as compared to $140,504 for the nine months ended September 30, 2024. The decrease is primarily attributable to decrease in salaries and related expenses .
General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $2,232,494 for the nine months ended September 30, 2024 to $1,147,371 in the nine months ended September 30, 2025. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses and in professional services, partially offset by increase in salaries and related expenses.
Financing Income (expenses), Net. Financing expenses, net increased from $20,846 of financing income for the nine months ended September 30, 2024 to financing expenses, net of $110,977 for the nine months ended September 30, 2025. The increase in financing expenses, net is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel and interest expenses from related parties.
Net Loss. As a result of the foregoing, our net loss for the nine months ended September 30, 2025 was $2,614,850 compared to $3,596,278 for the nine months ended September 30, 2024.
Financial Condition, Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At September 30, 2025 and 2024, we had current assets of $361,419 and $388,217, respectively, and total assets of $11,104,109 and $16,242,118 respectively. We had current liabilities of $1,384,463 and 1,116,355 as of September 30, 2025 and 2024, respectively and total liabilities of $6,195,144 as compared to $4,670,981 as of September 30, 2025 and 2024, respectively.
At September 30, 2025, we had a cash balance of $125,254 compared to the cash balance of $59,671 as of September 30, 2024. We have no cash equivalents.
At September 30, 2025, we had a negative working capital of $1,023,044 as compared with a working capital deficiency of $728,138 at September 30, 2024.
Financial Support
In November 2022, we entered into an investment agreement with George Baumeohl, our director, pursuant to which Mr. Baumeohl has agreed to support our operation by way of an equity investment of up to $3 million through August 2025, as needed. The agreement provided for sales of our common stock to Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. The Company and Mr. Baumeohl entered into an agreement as of August 14, 2024 pursuant to which all investments by Mr. Baumeohl during 2024 under the November 2022 investment agreement will be priced at a per share purchase price of $0.0001, retroactive to January 1, 2024. As of the date of this report, we received an aggregate of $3,149,767 from Mr. Baumeohl in respect of which he was entitled to 21,101,836,667 shares of our common stock at a per share price ranging between $0.0001 and $0.0004,which represents the entire investment amount under the investment agreement.
Between January and November 2025, our subsidiary CrossMobile received from a third party advances in the aggregate amount of approximately $183,000. The funds have been used primarily for building IT infrastructure to be used in customer service and the provision of telecom services.
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We will need to obtain additional funding in order to pursue our business plans. To date, we have been funded in large measure by the periodic investments remitted by our director Mr. Baumeohl, which have been remitted in full. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts. Management believes that funds on hand will enable us to fund our operations and capital expenditure requirements through the end of 2025.
For the nine months ended September 30, 2025, and as of the date of this report, we assessed our financial condition and concluded that based on our current and projected cash resources and commitments, as well as other factors mentioned above, there is a substantial doubt about our ability to continue as a going concern. We are planning to raise additional capital to continue our operations, as well as to explore additional avenues to increase revenues and reduce expenditures. However as of the date hereof, we do not have any commitments for same. We cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to often volatile nature of the financial markets, equity and debt financing may be difficult to obtain. We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.
Critical Accounting Policies
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and consolidated statements of operations. Actual results may differ significantly from those estimates.
While our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2025.
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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, our management concluded that our internal control over financial reporting was not effective at December 31, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The limitation of the Company’s internal control over financial reporting was due to the applied risk-based approach which is indicative of many small companies with limited number of staff in corporate functions. The identified weakness were:
| ● | Material Weakness – We did not maintain effective controls over certain aspects of the financial reporting process because we (i) lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and (ii) we lacked controls over the disclosure of our business operations. |
| ● | lack of segregation of duties Significant Deficiencies – Inadequate segregation of duties. |
We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe will mitigate the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls over Financial Reporting.
Except for the material weakness noted above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On or about, January 19, 2022, Eli Gal Levy (“EL”) filed a lawsuit in the Delaware Court of Chancery seeking to remove the restrictive legend from all the shares of Common Stock held by EL, which are approximately 23,000,000,000 shares. Trial was scheduled for May 5-6, 2025. However, as the parties have commenced settlement talks, which as of the date of this report continue, the scheduled trial dates have been cancelled.
However, as of the date of this report on Form 10-Q, the parties have reached a tentative settlement agreement-in-principle and the parties are working on the terms. Accordingly, the court scheduled trial dates noted above have been cancelled.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings or claims against us.
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ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition, or future results.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
On November 1, 2022, we entered into an investment agreement with George Baumeohl, Company’s director, pursuant to which Mr. Baumeohl has agreed to support Company’s operation by way of an equity investment of up to $3 million, as needed.
| a. | On September 4, 2025 and September 30, 2025, the Company received subscription proceeds of $30,000 and $180,000, respectively, under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 3,050,000,000 shares of Common Stock which have not been issued as of the date of this report. |
We relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation S promulgated by the SEC under the Act with respect to the issuance of such securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION:
(i)
During the fiscal quarter ended September 30, 2025, none of our directors or executive officers
(ii) The Company previously reported that on August 14, 2025, it exercised its right under the mutual option referred to in Note 3 above for an additional 446,697 shares of Terrazone in consideration of the issuance of 5,208,338,520 Company shares. Subsequently the Company and Terra Zone have agreed to recall such exercise by the Company.
ITEM 6. EXHIBITS
Exhibit Index:
| 31.1* | Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 | |
| 32.1* | Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer), 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 | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Management Agreement
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WORLD HEALTH ENERGY HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ Giora Rozensweig | |
| Giora Rozensweig | ||
| Interim Chief Executive Officer | ||
(Principal Executive Officer and Principal Financial and Accounting Officer) |
||
| Date: | November 19, 2025 | |
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