10-K: Basanite, Inc. Reports 10-K Filing for Fiscal Year Ended December 31, 2024, Amidst Liquidity Concerns
Annual Results
Basanite, Inc.'s 10-K filing reveals ongoing operating losses and substantial doubt about its ability to continue as a going concern, despite a slight increase in revenue.
Summary
- Basanite, Inc. has filed its Form 10-K for the fiscal year ended December 31, 2024.
- The company manufactures green, sustainable composite products for concrete reinforcement.
- Their core product is BasaFlex, a basalt fiber reinforced polymer (BFRP) rebar.
- The company is currently operating with limited resources and is seeking additional funding of approximately $6 million.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company reported net losses of $1,729,396 for 2024 and $2,169,379 for 2023.
- Revenue increased to $434,275 in 2024 from $317,665 in 2023.
- The company is engaged in a lawsuit with Upstate Custom Products, LLC regarding the manufacturing of pultrusion machines.
- The company is also facing litigation with GS Capital Partners regarding liquidated damages fees from a 2021 PIPE investment.
- The company has identified material weaknesses in its internal control over financial reporting.
- The company is dependent on the availability of basalt fiber and other raw materials.
- The company is subject to various government regulations and requirements.
- As of December 31, 2024, the company had two full-time employees.
- The company's principal office is located in Pompano Beach, FL.
- The company is working to secure a new manufacturing facility in Ohio.
Sentiment
Score: 3
Explanation: The document presents a concerning financial situation with significant risks and uncertainties, despite some positive developments. The company's ability to continue as a going concern is in doubt.
Positives
- Revenue increased to $434,275 in 2024 from $317,665 in 2023.
- The company is actively seeking additional funding to support its operations and expansion.
- The company is planning to establish a new manufacturing facility in Ohio with a target production capacity of 73,000 linear feet per day on a two-shift basis.
- The company has secured multiple independent representatives and distributors to date, with plans to enter arrangements to secure additional geographic coverage.
Negatives
- The company faces substantial doubt about its ability to continue as a going concern due to operating losses and limited cash resources.
- The company reported a net loss of $1,729,396 for the year ended December 31, 2024.
- The company is involved in ongoing litigation with Upstate Custom Products, LLC and GS Capital Partners.
- Material weaknesses have been identified in the company's internal control over financial reporting.
- The company has an outstanding secured convertible promissory note with a principal balance of $2,144,357 plus accrued interest, held by a related party.
- The company is dependent on the availability of basalt fiber and other raw materials, with potential supply chain risks.
Risks
- The company's extremely limited cash resources raise doubt about its ability to continue as a going concern.
- The company may be unable to obtain additional capital on commercially reasonable terms.
- The company has identified material weaknesses in its internal control over financial reporting.
- The company may be unable to repay its outstanding secured indebtedness.
- Inflationary pressures may hamper the company's business.
- The company is dependent on the availability of basalt fiber and other raw materials.
- Changes in the global, national, and local economic environment impacting the construction industry may lead to declines in demand for the company's products.
- There may be legacy issues (including potential liabilities) arising from or associated with prior management and prior business operations, including potential litigation.
- The market price of the company's common stock may be significantly volatile.
Future Outlook
The company is working to secure additional funding and a new manufacturing facility in Ohio to meet what it believes will be increasing demand for its products.
Industry Context
The company operates in the concrete reinforcement market, competing with traditional steel reinforcement and alternative fiber reinforced polymer (FRP) reinforcement.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Acting Chief Executive Officer | Ronald J. LoRicco, Sr. | Ali Manav | 2024-10-02 | Appointment of new Acting Chief Executive Officer |
| Chief Executive Officer | Ali Manav | Michael Dennis Nelson | 2025-03-18 | Appointment of new Chief Executive Officer |
Legal Proceedings
- The company is engaged in a lawsuit with Upstate Custom Products, LLC regarding the manufacturing of pultrusion machines.
- The company is also facing litigation with GS Capital Partners regarding liquidated damages fees from a 2021 PIPE investment.
Related Party Transactions
- The company has an outstanding secured convertible promissory note with a principal balance of $2,144,357 plus accrued interest, held by a related party.
- The company has entered into several simple Promissory Notes with certain related parties and their associates for total proceeds $378,000.
Stakeholder Impact
- Shareholders face significant risks due to the company's financial instability and potential dilution.
- Employees face uncertainty due to the company's limited resources and potential for reduced operations.
- Customers may experience disruptions in supply due to the company's manufacturing challenges.
- Creditors face increased risk of non-payment due to the company's liquidity challenges.
Next Steps
- The company is working to secure additional funding.
- The company is planning to establish a new manufacturing facility in Ohio.
- The company is working to remediate material weaknesses in its internal control over financial reporting.
Key Dates
| Date | Description |
|---|---|
| 2006-05-30 | Basanite, Inc. was formed as a Nevada corporation. |
| 2017 | Basanite entered its current BFRP business. |
| 2018 | Basanite Industries, LLC (BI) was created. |
| 2019-01-18 | The Company entered into an agreement to lease office and manufacturing space in Pompano Beach, Florida. |
| 2019-03-25 | The Company entered into an amendment to the lease agreement to increase the square footage of leased premises. |
| 2020-08-03 | The Company issued a secured convertible promissory note to certain investors. |
| 2021-02-12 | The Company exchanged the original debt for a newly issued amended and restated secured convertible promissory note. |
| 2021-05-12 | The Company extended the debt for a newly issued amended and restated secured convertible promissory note. |
| 2021-08-17 | The Company conducted the closing of a private placement offering to accredited investors. |
| 2021-12-10 | The Company entered into an Exclusive Supplier Agreement with Concrete Products of the Palm Beaches, Inc. (CPPB) and a Distribution Agreement with U.S. Supplies, Inc. (USS). |
| 2022-09-15 | The Company extended the debt for a newly issued amended and restated secured convertible promissory note. |
| 2023-02-12 | The secured convertible promissory note matured. |
| 2024-12-31 | End of the fiscal year. |
| 2025-03-28 | Date of the report, with 260,156,796 shares of common stock outstanding. |
Keywords
Basanite, BasaFlex, BFRP, rebar, concrete reinforcement, financial results, 10-K filing, going concern, liquidity, manufacturing, litigation, promissory note, internal control, basalt fiber
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