Angel Studios, Inc 10-Q for FY2025 Q3

Angel Studios, Inc. (ANGX)

10-Q 2025-11-13 For: 2025-09-30

Added on April 12, 2026

About this 10-Q

Angel Studios, Inc filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $76.54M; up 280.4% from $20.12M a year earlier
Net loss: $38.55M; compared with a net loss of $13.86M a year earlier
Diluted EPS: -$0.25; compared with -$0.10 a year earlier

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Delaware		86-3483780
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

295 W Center St., Provo, UT		84601
(Address of principal executive offices)		(Zip Code)


Large Accelerated Filer	☐	Accelerated Filer	☐	Non-Accelerated Filer	☒
Smaller reporting company	☐	Emerging growth company	☒


PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38

Item 4.	Controls and Procedures	39

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62

Item 3.	Defaults Upon Senior Securities	62

Item 4.	Mine Safety Disclosures	62

Item 5.	Other Information	63

Item 6.	Exhibits	64

SIGNATURES		66


	As of
	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	63,327,263	$	7,211,826
Accounts receivable, net		24,676,850		16,234,301
Current portion of licensing receivables, net		8,697,155		8,785,636
Physical media inventory		1,541,600		1,711,638
Current portion of notes receivable		1,431,400		747,282
Loan guarantee receivable		—		9,112,500
Royalty advance		13,787,090		2,342,862
Prepaid expenses and other		9,615,398		6,803,155
Total current assets		123,076,756		52,949,200

Licensing receivables, net		5,837,685		12,074,629
Notes receivable, net of current portion		4,017,273		4,235,344
Property and equipment, net		727,915		778,927
Content, net		7,234,511		1,710,866
Intangible assets, net		4,618,347		1,917,155
Digital assets		34,545,487		12,457,387
Investments in affiliates		14,580,813		9,066,137
Operating lease right-of-use assets		2,268,990		2,744,693
Other long-term assets		89,924		589,924
Total assets	$	196,997,701	$	98,524,262

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	11,071,258	$	7,929,482
Accrued expenses		11,431,131		13,074,655
Current portion of accrued licensing royalties		30,220,038		15,362,400
Current portion of notes payable		8,990,437		11,455,940
Current portion of operating lease liabilities		750,731		673,295
Deferred revenue		50,682,212		22,171,808
Loan guarantee payable		—		9,112,500
Current portion of accrued settlement costs		—		280,238
Total current liabilities		113,145,807		80,060,318

Accrued settlement costs, net of current portion		—		4,091,733
Accrued licensing royalties, long-term		3,367,099		8,367,099
Notes payable, net of current portion		41,743,343		—
Operating lease liabilities, net of current portion		1,572,999		2,153,463
Total liabilities	$	159,829,248	$	94,672,613

Commitments and contingencies

Stockholders’ equity:
Common stock, $0.0001 par value, 700,000,000 shares authorized; 168,631,209 and 144,396,852 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively	$	16,863	$	14,440
Additional paid-in capital		207,268,109		95,485,005
Noncontrolling interests		5,645,605		8,222,953
Accumulated deficit		(175,762,124)		(99,870,749)
Total stockholders’ equity		37,168,453		3,851,649
Total liabilities and stockholders’ equity	$	196,997,701	$	98,524,262


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Licensed content and other revenue	$	76,385,828	$	18,416,499	$	209,990,422	$	58,992,899
Pay it Forward revenue		156,654		1,704,667		1,634,116		6,492,899
Total revenue		76,542,482		20,121,166		211,624,538		65,485,798

Operating expenses:
Cost of revenues		34,333,955		8,107,950		81,100,542		31,339,159
Selling and marketing		64,683,558		16,602,045		176,719,216		54,893,723
General and administrative		10,125,018		6,059,396		27,330,996		15,972,632
Research and development		4,215,813		3,168,016		11,330,981		11,201,952
Legal expense		1,275,008		1,328,090		8,375,505		10,037,679
Total operating expenses		114,633,352		35,265,497		304,857,240		123,445,145
Operating loss		(38,090,870)		(15,144,331)		(93,232,702)		(57,959,347)

Other income (expense):
Net gain on digital assets		2,071,977		862,479		6,225,200		1,594,889
Interest expense		(3,978,212)		(452,177)		(8,285,269)		(1,969,247)
Interest income		1,510,548		754,561		4,043,439		2,581,062
Impairment of investments		(125,000)		—		(625,000)		—
Total other income (expense), net		(520,687)		1,164,863		1,358,370		2,206,704
Loss before income tax benefit		(38,611,557)		(13,979,468)		(91,874,332)		(55,752,643)
Income tax benefit		—		(80,099)		—		(4,483,167)
Net loss	$	(38,611,557)	$	(13,899,369)	$	(91,874,332)	$	(51,269,476)

Net loss attributable to noncontrolling interests		(57,596)		(44,193)		(20,939)		(87,403)
Net loss attributable to controlling interests	$	(38,553,961)	$	(13,855,176)	$	(91,853,393)	$	(51,182,073)

Net loss per common share - basic	$	(0.246)	$	(0.100)	$	(0.610)	$	(0.376)
Net loss per common share - diluted	$	(0.246)	$	(0.100)	$	(0.610)	$	(0.376)

Weighted average common shares outstanding - basic		156,797,109		138,816,631		150,657,671		135,951,802
Weighted average common shares outstanding - diluted		156,797,109		138,816,631		150,657,671		135,951,802


	Three Months Ended

	Common Stock						Additional
	Class A			Class B			Paid-in		Accumulated		Noncontrolling		Total
	Units	Amount		Units	Amount		Capital		Deficit		Interests		Equity
Balance as of June 30, 2025	83,987,516	$	8,399	68,503,307	$	6,850	$	140,142,630	$	(137,208,163)	$	4,842,372	$	7,792,088
Stock options exercised	-		-	309,342		31		117,346		-		-		117,377
Issuance of common stock, net of fees	7,927,690		793	-		-		64,035,686		-		-		64,036,479
Transfer of common stock	9,798,068		980	(9,798,068)		(980)		-		-		-		-
Repurchase of common stock	-		-	(7,571)		(1)		-		-		-		(1)
Business combination related issuances and expenses	6,937,923		694	-		-		(10,262,317)		-		-		(10,261,623)
Conversion of convertible notes upon business combination	973,002		97	-		-		7,092,042		-		-		7,092,139
Stock-based compensation expense	-		-	-		-		3,021,608		-		-		3,021,608
Convertible note beneficial conversion feature	-		-	-		-		810,891		-		-		810,891
Issuance of warrants	-		-	-		-		2,310,223		-		-		2,310,223
Contributions from noncontrolling interests, net of fees	-		-	-		-		-		-		4,863,889		4,863,889
Redemptions from noncontrolling interests	-		-	-		-		-		-		(4,003,060)		(4,003,060)
Net loss	-		-	-		-		-		(38,553,961)		(57,596)		(38,611,557)
Balance as of September 30, 2025	109,624,199	$	10,963	59,007,010	$	5,900	$	207,268,109	$	(175,762,124)	$	5,645,605	$	37,168,453

Balance as of June 30, 2024	67,525,978	$	6,753	69,809,469	$	6,982	$	59,762,304	$	(47,402,151)	$	(194,880)	$	12,179,008
Stock options exercised	-		-	405,554		41		233,612		-		-		233,653
Issuance of common stock, net of fees	4,753,227		475	-		-		23,369,013		-		-		23,369,488
Transfer of common stock	1,886,808		189	(1,886,808)		(189)		-		-		-		-
Repurchase of common stock	(55,532)		(6)	(55,757)		(6)		(486,173)		-		-		(486,185)
Stock-based compensation expense	-		-	-		-		661,678		-		-		661,678
Net loss	-		-	-		-		-		(13,855,176)		(44,193)		(13,899,369)
Balance as of September 30, 2024	74,110,481	$	7,411	68,272,458	$	6,828	$	83,540,434	$	(61,257,327)	$	(239,073)	$	22,058,273


	Nine Months Ended

	Common Stock						Additional
	Class A			Class B			Paid-in		Accumulated		Noncontrolling		Total
	Units	Amount		Units	Amount		Capital		Deficit		Interests		Equity
Balance as of December 31, 2024	76,089,361	$	7,609	68,307,491	$	6,831	$	95,485,005	$	(99,870,749)	$	8,222,953	$	3,851,649
Stock options exercised	—		—	593,901		59		308,026		—		—		308,085
Issuance of common stock, net of fees	15,759,119		1,576	—		—		102,538,597		—		—		102,540,173
Transfer of common stock	9,864,890		987	(9,864,890)		(987)		—		—		—		—
Repurchase of common stock	(96)		—	(29,492)		(3)		(132,937)		—		—		(132,940)
Business combination related issuances and expenses	6,937,923		694	—		—		(10,262,317)		—		—		(10,261,623)
Conversion of convertible notes upon business combination	973,002		97	—		—		7,092,042		—		—		7,092,139
Stock-based compensation expense	—		—	—		—		7,781,373		—		—		7,781,373
Convertible note beneficial conversion feature	—		—	—		—		1,925,229		—		—		1,925,229
Issuance of warrants	—		—	—		—		2,533,091		—		—		2,533,091
Digital assets market value adjustment	—		—	—		—		—		15,962,018		—		15,962,018
Contributions from noncontrolling interests, net of fees	—		—	—		—		—		—		13,196,651		13,196,651
Redemptions from noncontrolling interests	—		—	—		—		—		—		(15,753,060)		(15,753,060)
Net loss	—		—	—		—		—		(91,853,393)		(20,939)		(91,874,332)
Balance as of September 30, 2025	109,624,199	$	10,963	59,007,010	$	5,900	$	207,268,109	$	(175,762,124)	$	5,645,605	$	37,168,453

Balance as of December 31, 2023	63,335,993	$	6,334	70,379,010	$	7,038	$	49,887,149	$	(10,073,191)	$	(151,670)	$	39,675,660
Stock options exercised	—		—	956,058		96		457,724		—		—		457,820
Issuance of common stock, net of fees	7,866,142		787	—		—		31,618,672		—		—		31,619,459
Transfer of common stock	2,963,878		296	(2,963,878)		(296)		—		—		—		—
Repurchase of common stock	(55,532)		(6)	(98,732)		(10)		(600,063)		—		—		(600,079)
Stock-based compensation expense	—		—	—		—		2,176,952		—		—		2,176,952
Cumulative translation adjustment	—		—	—		—		—		(2,063)		—		(2,063)
Net loss	—		—	—		—		—		(51,182,073)		(87,403)		(51,269,476)
Balance as of September 30, 2024	74,110,481	$	7,411	68,272,458	$	6,828	$	83,540,434	$	(61,257,327)	$	(239,073)	$	22,058,273


	For the three months ended September 30,				For the nine months ended September 30,
	2025		2024		2025		2024
Angel Guild	$	59,225,827	$	9,028,572	$	140,726,967	$	21,267,884
Theatrical		5,455,476		4,939,612		45,763,314		17,816,535
Content licensing		9,013,353		1,947,539		18,175,430		12,916,008
Merchandise		2,325,526		2,232,592		4,396,200		5,939,426
Pay it Forward		156,654		378,628		914,746		5,166,860
Theatrical Pay it Forward		—		1,326,039		719,370		1,326,039
Other		365,646		268,184		928,511		1,053,046
Total Revenue	$	76,542,482	$	20,121,166	$	211,624,538	$	65,485,798


Cash-trust and cash, net of redemptions	$	-
Add: other assets		-
Less: accounts payable and accrued expenses		(10,261,623)
Reverse recapitalization, net	$	(10,261,623)


Southport common stock, outstanding prior to Business Combination					6,937,923
Angel Legacy Shares, converted					160,673,772
Shares issued to Angel Legacy convertible noteholders					973,002
Common stock immediately after the Business Combination					168,584,697


	September 30, 2025		December 31, 2024
Digital assets held:
Approximate number of bitcoin held		303.1		304.2
Digital asset cost basis	$	19,617,186	$	19,684,438
Digital asset carrying value	$	34,545,487	$	12,457,387


Type of Facility or Arrangement	Balance as of September 30, 2025		Balance as of December 31, 2024		Original Principal Amount		Interest Rate		Repayment Terms
May 2024 P&A loans	$	1.8	$	3.3	$	3.0	10.0*	%	For detailed terms, see ⁽¹⁾
May 2025 convertible note		5.3		—		5.0	15.0		See Convertible Notes and Warrants section below
September 2025 notes		40.0		—		40.0	13.5		See Convertible Notes and Warrants section below
Revolving P&A loans (See Note 6, Related-Party Transactions)		7.7		8.2			10.0 - 15.0*		The current notes mature between October and December 2025
Total		54.8		11.5
Less: discounts and issuance costs, net of amortization		(4.1)		—
Total notes payable balance	$	50.7	$	11.5


Notes	Issuance Date	Maturity Date	Principal Amount		Coupon Interest Rate
May 2025 convertible note	May 2, 2025	May 1, 2027	$	5,000,000	15.00	%
September 2025 note with warrants	September 8, 2025	October 1, 2030		40,000,000	13.50


	September 30, 2025
	Outstanding Principal Amount		Less: Discounts, Net of Amortization		Net Carrying Amount		Fair Value ⁽¹⁾
May 2025 convertible note	$	5,322,390	$	1,163,809	$	4,158,581	$	6,745,563


	Three Months Ended September 30, 2025
	Contractual Interest Expense		Amortization of Debt Discount		Total
May 2025 convertible note	$	196,262	$	108,730	$	304,992

	Nine Months Ended September 30, 2025
	Contractual Interest Expense		Amortization of Debt Discount		Total
May 2025 convertible note	$	322,390	$	173,747	$	496,137


	For the three months ended September 30,				Change
	2025		2024		2025 vs. 2024
Angel Guild	$	8,406,220	$	1,060,009	$	7,346,211	693	%
Theatrical		914,354		570,672		343,682	60	%
Royalties		19,051,179		2,012,241		17,038,938	847	%
Other		5,962,202		4,465,028		1,497,174	34	%
Total Cost of Revenues	$	34,333,955	$	8,107,950	$	26,226,005	323	%


	For the nine months ended September 30,				Change
	2025		2024		2025 vs. 2024
Angel Guild	$	24,456,919	$	2,648,424	$	21,808,495	823	%
Theatrical		4,205,600		1,961,323		2,244,277	114	%
Royalties		38,759,084		15,176,517		23,582,567	155	%
Other		13,678,939		11,552,895		2,126,044	18	%
Total Cost of Revenues	$	81,100,542	$	31,339,159	$	49,761,383	159	%


	As of				Change
	September 30, 2025		December 31, 2024		2025 vs. 2024
Cash and cash equivalents	$	63,327,263	$	7,211,826	$	56,115,437	778	%
Accrued settlement costs		—		4,371,971		(4,371,971)	(100)	%
Loan guarantee payable		—		9,112,500		(9,112,500)	(100)	%
Notes payable		50,733,780		11,455,940		39,277,840	343	%


Exhibit Number		Exhibit Description

2.1		Joint Plan of Reorganization of Trustee and Studios under Chapter 11 of the Bankruptcy Code, dated August 28, 2020, incorporated by reference to Exhibit 1.2 of Angel Legacy’s Form 1-U filed on September 15, 2020
2.2		Agreement and Plan of Merger, dated September 11, 2024, by and among the Company, Sigma Merger Sub, Inc. and Angel Legacy, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K/A, filed on September 11, 2024
2.3		Amendment No. 1 to Agreement and Plan of Merger, dated February 14, 2025, by and among the Company, Sigma Merger Sub, Inc. and Angel Legacy, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on February 14, 2025
3.1		Second Amended and Restated Certificate of Incorporation of Angel Studios, Inc., incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on September 16, 2025
3.2		Amended and Restated Bylaws of Angel Studios, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed on September 16, 2025
4.1		Form of Subordinated Convertible Promissory Note, incorporated by reference to Exhibit 4.1 of Angel Legacy’s Current Report on Form 8-K, filed on August 15, 2025
4.2		Warrant to Purchase Stock, incorporated by reference to Exhibit 4.1 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
4.3		Warrant to Purchase Stock, incorporated by reference to Exhibit 4.2 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
10.1		Settlement Agreement, dated August 26, 2020, incorporated by reference to Exhibit 1.3 of Angel Legacy’s Form 1-U filed on September 15, 2020
10.2		Promissory Note and Security Agreement between Angel Studios, Inc. and VidAngel Entertainment, LLC, dated March 1, 2021, incorporated by reference to Exhibit 6.6 of Angel Legacy’s Form 1-K filed on April 28, 2023
10.3		Form of Escrow Agreement by and between North Capital Private Securities Corporation and Angel Studios, Inc., incorporated by reference to Exhibit 1.2 of Angel Legacy’s Form 1-A filed on June 20, 2024
10.4		P&A Loan Agreement between Angel P&A, LLC and Angel Studios, Inc., dated February 23, 2024, incorporated by reference to Exhibit 10.11 of Angel Legacy’s Annual Report on Form 10-K filed on March 28, 2025.
10.5		Amendment to P&A Loan Agreement between Angel P&A, LLC and Angel Studios, Inc., dated December 1, 2024, incorporated by reference to Exhibit 10.12 of Angel Legacy’s Annual Report on form 10-K filed on March 28, 2025.
10.6		Subscription Agreement, incorporated by reference to Exhibit 4.1 of Angel Legacy’s amended Form 1-A filed on July 24, 2025.
10.7		Broker-Dealer - Onboarding Agent Agreement – Reg A+ Tier 2, by and between Rialto Markets LLC and Angel Studios, Inc., effective June 16, 2025, incorporated by reference to Exhibit 1.1 of Angel Legacy’s Form 1-A filed on July 24, 2025
10.8		Term Sheet by and between Angel Studios, Inc. and 2521 Entertainment, LLC, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on October 8, 2025
10.9		Note and Warrant Purchase Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025
10.10		Form of Subordinated Convertible Promissory Note, incorporated by reference to Exhibit 10.2 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025
10.11		Form of Warrant, incorporated by reference to Exhibit 10.3 of Angel Legacy’s Current Report on Form 8-K, filed on May 9, 2025
10.12		Form of Note Purchase Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on August 15, 2025
10.13		Loan and Security Agreement, incorporated by reference to Exhibit 10.1 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
10.14		Participation Rights Agreement, incorporated by reference to Exhibit 10.2 of Angel Legacy’s Current Report on Form 8-K, filed on September 10, 2025
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following information from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statement of Stockholders’ Equity; (iv) Condensed Consolidated Statements of Cash Flows; (v) notes to condensed consolidated financial statements.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


	ANGEL STUDIOS, INC.

DATE: November 13, 2025		/s/ Neal Harmon
		Neal Harmon
		Chief Executive Officer
		(Principal Executive Officer)


DATE: November 13, 2025		/s/ Scott Klossner
		Scott Klossner
		Chief Financial Officer
		(Principal Financial Officer, Principal Accounting Officer)


November 13, 2025	/s/ Neal Harmon
	Neal Harmon
	Chief Executive Officer
	(Principal Executive Officer)

November 13, 2025	/s/ Scott Klossner
	Scott Klossner
	Chief Financial Officer
	(Principal Financial Officer)