10-Q: Ava Bio Reports Q3 2026 Loss Amid Biotech Pivot
Quarterly Report
Ava Bio, Inc. (formerly Avant Technologies Inc.) reported increased net losses for the quarter ended December 31, 2025, alongside a significant increase in liabilities and a strategic shift into biotech through new joint ventures.
Summary
- Ava Bio, Inc. (formerly Avant Technologies Inc.) reported no revenue for the three and nine months ended December 31, 2025, and 2024.
- The net loss for the three months ended December 31, 2025, increased by 22% to $553,727, compared to $452,298 in the prior year period.
- For the nine months ended December 31, 2025, the net loss decreased by 7% to $1,494,332, from $1,606,187 in the same period of 2024, primarily due to lower consulting services and amortization expense.
- Total operating expenses for the three months ended December 31, 2025, increased by 19% to $509,774, driven by laboratory services and increased marketing expenses.
- Total operating expenses for the nine months ended December 31, 2025, decreased by 11% to $1,392,029, compared to $1,571,238 in the prior year.
- Cash and cash equivalents decreased to $50,402 as of December 31, 2025, from $81,053 as of March 31, 2025.
- The company's working capital deficit significantly worsened to $2,906,546 as of December 31, 2025, from $1,695,484 as of March 31, 2025.
- Total liabilities increased substantially to $2,967,398 as of December 31, 2025, from $1,788,617 as of March 31, 2025, largely due to increased accounts payable and a new loan payable of $550,000.
- The accumulated deficit grew to $5,612,842 as of December 31, 2025, from $4,118,510 as of March 31, 2025.
- The company entered into two new 50/50 joint ventures, Klothonova Inc. and Insulinova, Inc., with SGAustria Pte. Ltd., focusing on biotech cell-based products, with Ava Bio committing up to $1.5 million in capital for each over 18 months.
- The company also has a joint venture, Ai-nova Acquistion Corp LLC (AAC), with Ainnova Tech Inc., focused on AI in healthcare, with Ava Bio committing up to $20 million in capital over 12 months.
- The company terminated a $20 million equity financing agreement with GHS Investments, LLC, and withdrew its S-1 registration statement, planning to pursue a revised equity financing structure with a higher minimum floor price of $2 per share.
- Management concluded that disclosure controls and procedures were not effective as of December 31, 2025, due to a lack of resources and reliance on outside consultants.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing with a highly negative sentiment due to the persistent lack of revenue, increasing losses, deteriorating liquidity and working capital, and the explicit 'going concern' warning, despite strategic pivots into biotech and AI healthcare.
Positives
- Net loss for the nine months ended December 31, 2025, decreased by 7% to $1,494,332, indicating a reduction in the rate of loss compared to the prior year.
- Operating expenses for the nine months ended December 31, 2025, decreased by 11% to $1,392,029, primarily due to lower consulting services and amortization expense.
- Net cash used in operating activities for the nine months ended December 31, 2025, improved slightly to $(959,017) from $(973,110) in the prior year, reflecting a marginal increase in operational efficiency.
- The company is actively pursuing strategic joint ventures in the high-growth biotech and AI healthcare sectors (Klothonova, Insulinova, Ai-nova Acquistion Corp LLC), which could diversify its business and offer future revenue streams.
- The termination of the GHS Investments, LLC equity financing agreement and the plan to seek new financing with a higher minimum floor price of $2 per share suggests an attempt to secure more favorable terms for future capital raises.
Negatives
- The company generated no revenue for both the three and nine months ended December 31, 2025, highlighting a fundamental lack of income generation.
- Net loss for the three months ended December 31, 2025, increased by 22% to $553,727, indicating worsening short-term profitability.
- Cash and cash equivalents declined by 37.7% to $50,402 as of December 31, 2025, from $81,053, severely limiting liquidity.
- The working capital deficit significantly widened to $2,906,546 from $1,695,484, indicating a deteriorating short-term financial position.
- Total liabilities increased by 65.9% to $2,967,398 from $1,788,617, driven by higher accounts payable and a new $550,000 loan payable, increasing financial leverage and risk.
- The accumulated deficit deepened to $5,612,842, reflecting substantial historical losses.
- The company explicitly states
- substantial doubt about the Company's ability to continue as a going concern,
- indicating severe financial distress.
- Disclosure controls and procedures were deemed "not effective" as of December 31, 2025, raising concerns about financial reporting reliability and internal governance.
Risks
- The company has a limited operating history in evolving industries, making it difficult to evaluate future prospects and increasing the risk of failure.
- Inability to accurately forecast revenues and plan operating expenses due to limited historical data.
- Recurring net losses and an increasing working capital deficiency, with no assurance of achieving profitability.
- Negative cash flow from operations, with dependence on external capital to fund ongoing operations.
- Requirement for substantial additional capital to support business growth and operations, which may not be available on acceptable terms or at all, leading to significant dilution for existing stockholders.
- Dependence on key personnel and the risk of adverse effects on business operations if unable to attract and retain qualified individuals.
- Limited public market for common stock on the OTC QB, leading to potential volatility and difficulty for stockholders to sell shares.
- Potential for future dilution from equity or convertible debt offerings, with new securities possibly having superior rights.
- Ineffective internal controls over financial reporting, which could lead to inaccurate financial results or fraud, harming business and stock price.
- Inability to commercialize acquired technologies like Avant! AI or InstantFAME, despite significant investment.
- Cybersecurity oversight gaps due to the absence of a formal enterprise risk management program or a board cybersecurity subcommittee.
- High dependence on equity or debt issuance, which may be dilutive, carry high interest, or impose restrictive covenants.
- Penny stock regulations and FINRA sales practice requirements may limit the marketability and liquidity of the company's securities.
Future Outlook
The company anticipates being dependent on additional investment capital to fund operating expenses for the near future and intends to position itself to raise additional funds through capital markets. It plans to pursue a revised equity financing structure with improved terms, including a higher minimum floor price of $2 per share, after terminating a previous $20 million equity financing agreement. The company also expects net losses to continue and its working capital deficiency to increase.
Management Comments
- Management believes the financial statements contain all material adjustments necessary to present fairly the financial condition, results of operations, and cash flows for the interim periods.
- Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses.
- Management intends to position the Company so that it will be able to raise additional funds through the capital markets.
- Management concluded that disclosure controls and procedures were not effective as of December 31, 2025, due to the lack of resources and the reliance on outside consultants, and intends to increase management's review of financials.
Industry Context
StockSavvy.ai notes that Ava Bio's strategic pivot from general AI/IT consulting to specialized AI in healthcare and biotech (cell encapsulation) aligns with broader industry trends emphasizing vertical integration and high-value applications of AI and biotechnology. The formation of joint ventures like Ai-nova Acquistion Corp LLC, Klothonova Inc., and Insulinova, Inc. positions the company in rapidly evolving and capital-intensive sectors. However, the lack of revenue and significant financial deficits indicate that these ventures are in very early stages and face substantial commercialization hurdles, contrasting with established players who have demonstrated revenue generation and profitability in these fields.
Comparison to Industry Standards
- Ava Bio's zero revenue generation stands in stark contrast to industry leaders in AI and biotech, such as NVIDIA (AI hardware/software) or Moderna (biotech), which generate billions in revenue, demonstrating established product-market fit and commercialization capabilities.
- The company's substantial and increasing accumulated deficit of over $5.6 million and a working capital deficit of $2.9 million are significantly worse than the financial health typically seen in mature or even rapidly growing early-stage companies in these sectors, which often show clearer paths to profitability or at least robust funding to sustain operations.
- The reliance on related party loans and convertible notes, coupled with the termination of a $20 million equity line of credit, suggests challenges in securing institutional-grade financing compared to well-capitalized biotech startups or AI firms that attract significant venture capital or public market investment.
- The stated ineffectiveness of disclosure controls and procedures falls below the governance standards expected of publicly traded companies, especially when compared to peers that maintain robust internal control frameworks to ensure financial reporting integrity.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Kenneth L. Waggoner | Chris Winter | 2024-11-07 | Kenneth L. Waggoner was terminated; Chris Winter reassigned from COO. |
| Chief Operating Officer | Chris Winter | 2024-11-07 | Chris Winter reassigned to CEO. | |
| Vice President Corporate Development | Kenn Kerr | 2025-10-07 | Appointment to new role. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Name Change | The company's name was changed from Avant Technologies Inc. to Ava Bio, Inc. to better reflect its current business focus. | 2025-09-05 | Reflects a strategic pivot towards biotech, potentially enhancing brand alignment with new joint ventures. |
| Internal Controls | Management concluded that disclosure controls and procedures were not effective as of December 31, 2025, due to lack of resources and reliance on outside consultants. | 2025-12-31 | Raises concerns about the reliability of financial reporting and compliance, requiring immediate remediation efforts such as increased management review. |
Related Party Transactions
- Natalija Tunevic (Secretary) loaned the company $114,328, unsecured, non-interest bearing, due on demand.
- Vitalis Racius (Director) loaned the company $128,563, unsecured, non-interest bearing, due on demand, with $16,043 advanced during the nine months ended December 31, 2025.
- Marieta Seiranova (shareholder) loaned the company $7,000, unsecured, non-interest bearing, due on demand, with $7,000 advanced during the nine months ended December 31, 2025.
- Mehrabian Investments LLC (shareholder) loaned the company $30,000, unsecured, non-interest bearing, due on demand.
- IGOR 1 CORP (shareholder) loaned the company $293,553, unsecured, non-interest bearing, due on demand, with $199,060 advanced and $35,144 repaid during the nine months ended December 31, 2025.
- Thynews Tech LLC (subsidiary) received $124,590 as advances from related parties, interest-free and due on demand.
Stakeholder Impact
- Shareholders face significant dilution risk from future equity offerings, especially given the company's need for substantial capital and its history of issuing shares for debt conversion and compensation.
- Existing shareholders may experience continued volatility and difficulty selling shares due to the limited public market on OTC QB and the company's precarious financial position.
- Creditors (including related parties) face repayment risk given the company's 'going concern' doubt, increasing liabilities, and negative cash flow from operations.
- Employees and consultants are impacted by compensation agreements often involving common stock, which carries market price volatility risk, and by management changes that could affect stability.
- Joint venture partners (Ainnova Tech Inc., SGAustria Pte. Ltd.) are exposed to the company's financial instability and its ability to meet capital contribution commitments for the new ventures.
Next Steps
- The company intends to position itself to raise additional funds through the capital markets.
- The company plans to pursue a revised equity financing structure with improved terms, including a higher minimum floor price of $2 per share.
- The company will increase management's review of its financials to address ineffective disclosure controls and procedures.
- Klothonova Inc. and Insulinova, Inc. will be governed and operated pursuant to the terms of a limited liability company agreement.
- AAC is strategically positioning its business and seeking third parties to license, acquire, joint venture, or enter other strategic transactions with respect to its Technology Portfolio.
Key Dates
| Date | Description |
|---|---|
| 2023-04-03 | Company entered into Asset Purchase Agreements to acquire Avant! AI and InstantFAME technologies. |
| 2023-05-23 | Company filed an application with FINRA to change its name and trading symbol. |
| 2023-07-18 | FINRA announced the company's Name Change and Symbol Change, effective July 19, 2023, on the OTC Markets. |
| 2023-08-17 | Mrs. Tunevic's salary debt of $114,600 was written off with the possibility of conversion into 9,550,000 common shares. |
| 2023-10-02 | Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (DL) for a Convertible Promissory Note of $126,000. |
| 2023-11-03 | Timothy Lantz was retained as Director and Chief Executive Officer; Vitalis Racius vacated CEO position but continued as Director, CFO, and Treasurer; Paul Averill resigned as Chief Operating Officer. |
| 2024-04-02 | Company paid off the October 2023 DL Convertible Note in cash for $137,549. |
| 2024-04-05 | Company entered into an Asset Purchase Agreement with Wired4Health, Inc. (later cancelled). |
| 2024-04-24 | Mr. Lantz vacated positions as CEO and Director; Angela Harris resigned as COO; Jared Pelski resigned as VP Business Development. William Hisey was retained as Interim Chief Executive Officer. |
| 2024-05-29 | Company cancelled the issuance of 150,000 shares of Common Stock to PCG Advisory, Inc. and voided the Services Agreement. |
| 2024-06-03 | Company entered into a binding letter of intent with Flow Wave, LLC to acquire up to 50 supercomputer servers. |
| 2024-07-17 | Company entered into an equity financing agreement and a registration rights agreement with GHS Investments, LLC for up to $20,000,000. |
| 2024-09-09 | William Hisey vacated his position as Chief Financial Officer; Vitalis Racius was reappointed as CFO. Company entered into a Cancellation Agreement with Wired4Health, Inc. to terminate the Asset Purchase Agreement dated April 5, 2024. |
| 2024-10-30 | Company entered into an Employment Agreement with Chris Winter, retaining him as Chief Operating Officer. |
| 2024-11-06 | Kenneth L. Waggoner was terminated from his position as Chief Executive Officer. |
| 2024-11-07 | Chris Winter was reassigned to the role of the Company's CEO from his previous position as COO. |
| 2024-11-08 | Company entered into a Joint Venture and License Agreement with Ainnova Tech Inc. to form Ai-nova Acquistion Corp LLC (AAC). |
| 2024-11-11 | Effective date of the Joint Venture and License Agreement with Ainnova Tech Inc. |
| 2024-12-18 | Company entered into a Securities Purchase Agreement and issued a Promissory Note for $179,400 to RED ROAD HOLDINGS CORPORATION. |
| 2025-01-01 | Company entered into Debt Forgiveness Agreements with William Hisey, Kenneth L Waggoner, Percy Kwong, and Danny Rittman. |
| 2025-01-27 | Company entered into a Securities Purchase Agreement and executed a Promissory Note for $93,150 to RED ROAD HOLDINGS CORPORATION. |
| 2025-03-14 | Company entered into a Securities Purchase Agreement and executed a Promissory Note for $93,725 to RED ROAD HOLDINGS CORPORATION. |
| 2025-03-31 | Consolidated Balance Sheet date for the prior fiscal year. |
| 2025-05-13 | Company provided formal written notice to GHS Investments, LLC of its decision to terminate the Equity Financing Agreement and withdrew its Form S-1 Registration Statement. |
| 2025-06-30 | Company entered into Securities Purchase Agreements and executed Promissory Notes with Boot Capital LLC ($115,000) and Vanquish Funding Group Inc. ($180,550). |
| 2025-09-05 | Board of Directors approved and adopted the new name of the Company, Ava Bio, Inc. |
| 2025-09-15 | Company filed an application with FINRA to change its name; entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd. to form Klothonova Inc. |
| 2025-10-07 | KLOTHONOVA LLC was registered in Nevada; Kenn Kerr was appointed Vice President of Corporate Development. |
| 2025-11-01 | Company entered into a Joint Venture and License Agreement with SGAustria Pte. Ltd. to form Insulinova, Inc. |
| 2025-11-11 | INSULINOVA LLC was registered in Nevada. |
| 2025-12-31 | End of the quarterly period for this report. |
| 2026-01-06 | Company approved the issuance of 220,719 shares of Common Stock to Kenn Kerr as compensation. |
| 2026-02-03 | Company filed a Certificate of Amendment to its Articles of Incorporation to change its corporate name to Ava Bio, Inc. |
| 2026-02-10 | FINRA announced the company's name change on its Daily List. |
| 2026-02-11 | Company's name change to Ava Bio, Inc. became effective. |
| 2026-02-12 | Latest practicable date for shares outstanding (138,252,252 common shares); Filing date of the 10-Q report. |
Recommendation
strong sellThe company exhibits severe financial distress, marked by zero revenue, increasing net losses for the quarter, a rapidly deteriorating working capital deficit, and an explicit 'going concern' warning. While strategic pivots into biotech and AI healthcare are noted, they are in early stages, highly capital-intensive, and have not yet generated revenue. The termination of a significant equity financing agreement and ineffective internal controls further compound the risks. The company's reliance on related-party loans and the need for substantial future capital raises, likely at dilutive terms, present an extremely unfavorable investment profile. A seasoned investor would view these factors as indicative of high risk and a strong likelihood of further value erosion.
Keywords
AI technology, biotech, healthcare AI, cell encapsulation, joint venture, SEC filing, 10-Q, financial results, net loss, liquidity, going concern, capital raise, corporate governance, risk factors, AVAI BIO, Avant Technologies
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