UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended ~~June~~September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________

Commission File Number: 000-52593

SAKER AVIATION SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	87-0617649
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

885 2nd Avenue, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

(212) 909-9500

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒ No ☐

As of ~~August~~November 147, 2025, the registrant had 997,182 shares of its common stock, $0.03 par value, issued and outstanding.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARY

Form 10-Q

~~June~~September 30, 2025

Index

			Page
PART I - FINANCIAL INFORMATION
	ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		Page
	ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
		Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	1
		Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3
		Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	2
		Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4
		Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)	3
		Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
		Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)	4
		Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
		Notes to Financial Statements (unaudited)	57
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		8
	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		12
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
	ITEM 4. CONTROLS AND PROCEDURES		12
	ITEM 4.	CONTROLS AND PROCEDURES	14
PART II - OTHER INFORMATION
	ITEM 1. RISK FACTORS		13
	ITEM 1A.	RISK FACTORS	15
	ITEM 6. EXHIBITS		13
	ITEM 6.	EXHIBITS	15
SIGNATURES			1416

SAKER AVIATION SERVICES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025 (unaudited)			December 31, 2024 (audited)
	September 30, 2025 (unaudited)			December 31, 2024 (audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	54,~~073~~790,~~343~~773		$	5,298,722
Investments		3,~~628~~669,~~346~~746			3,553,000
Accounts receivable		0			316,027
Inventories		0			6,647
Prepaid expenses		~~640~~626,~~652~~089			1,607,476
Total current assets		9,~~342~~086,~~341~~608			10,781,872
PROPERTY AND EQUIPMENT, net of accumulated depreciation		0			102,073
TOTAL ASSETS	$	9,~~342~~086,~~341~~608		$	10,883,945
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	~~131~~79,~~111~~831		$	227,050
Customer deposits		0			263,032
Deferred liability – current		200,000			0
Deferred liability		184,613			0
Accrued expenses		319,~~410~~946			718,067
Total current liabilities		~~362~~274,~~521~~390			1,208,149
LONG-TERM LIABILITIES
TOTAL LIABILITIES		274,390			1,208,149
Deferred liability – less current portion		30,769			0
Total long-term liabilities		30,769			0
TOTAL LIABILITIES		393,290			1,208,149
STOCKHOLDERS’ EQUITY
Preferred stock - $0.03 par value; authorized 333,306; none issued and outstanding
Common stock - $0.03 par value; authorized 3,333,334; 997,182 and 995,939 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		29,916			29,878
Common stock - $0.03 par value; authorized 3,333,334; 997,182 and 995,939 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		29,916			29,878
Additional paid-in capital		20,~~058~~085,~~365~~463			20,004,209
Accumulated deficit		(11,~~139~~303,~~230~~161	)		(10,358,291	)
TOTAL STOCKHOLDERS’ EQUITY		8,~~949~~812,~~051~~218			9,675,796
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,~~342~~086,~~341~~608		$	10,883,945

See accompanying notes to consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND ~~SUBSIDIARIES~~SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
REVENUE	$	0		$	2,~~623~~505,~~118~~488		$	1,260,756		$	36,~~961~~466,~~485~~973
COST OF REVENUE		0			1,~~231~~245,~~384~~862			749,396			13,~~937~~183,~~556~~418
GROSS PROFIT		0			1,~~391~~259,~~734~~626			511,360			23,~~023~~283,~~929~~555
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		~~368~~264,~~900~~319			~~496~~456,~~020~~132			1,~~376~~640,~~364~~683			~~927~~1,~~153~~383,285
OPERATING (LOSS) INCOME		(~~368~~264,~~900~~319	)		~~895~~803,~~714~~494			(~~865~~1,~~004~~129,323	)		1,~~096~~900,~~776~~270
OTHER (EXPENSE) INCOME
LITIGATION EXPENSE		0			~~(1,054,200~~0	)		0			(1,054,200	)
WRITE-OFF OF RELINQUISHED ASSETS, NET OF DEPRECIATION		0			0			(104,339	)		0
GAIN ON SALE OF INVESTMENTS		2010,~~900~~380			1523,~~222~~095			2738,~~907~~287			1538,~~222~~317
INTEREST INCOME		8190,~~826~~008			9297,~~957~~296			~~160~~250,~~497~~505			~~184~~281,~~185~~481
TOTAL OTHER INCOME (EXPENSE)		~~102~~100,~~726~~388			~~(946~~120,~~021~~391	)		84184,~~065~~453			(~~854~~734,~~793~~402	)
(LOSS) INCOME BEFORE INCOME TAX		(~~266~~163,~~174~~931	)		~~(50~~923,~~307~~885	)		(~~780~~944,~~939~~870	)		~~241~~1,~~983~~165,868
INCOME TAX EXPENSE		0			19343,000			0			86429,000
NET (LOSS) INCOME		(~~266~~163,~~174~~931	)		~~(31~~580,~~307~~885	)		(~~780~~944,~~939~~870	)		~~155~~736,~~983~~868
Basic Net (Loss) Income Per Common Share	$	(0.2716	)	$	(0.0359	)	$	(0.7895	)	$	0.1675
Diluted Net (Loss) Income Per Common Share	$	(0.2616	)	$	(0.0357	)	$	(0.7793	)	$	0.1573
Weighted Average Number of Common Shares – Basic		~~996~~997,~~772~~182			989,~~633~~994			996,~~358~~636			~~987~~988,~~761~~510
Weighted Average Number of Common Shares - Diluted		1,~~012~~010,~~476~~991			1,~~024~~018,~~757~~612			1,~~012~~011,~~062~~545			1,~~019~~016,~~413~~282

See accompanying notes to condensed consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

					Additional						Total
	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity
BALANCE – January 1, 2024		985,888	$	29,577	$	19,902,505		$	(11,613,115	)	$	8,318,967
Amortization of stock-based compensation						25,420						25,420
Net income									187,290			187,290
BALANCE – March 31, 2024		985,888	$	29,577	$	19,927,925		$	(11,425,825	)	$	8,531,677
Amortization of stock-based compensation						25,331						25,331
Exercise of stock options		4,106		123		(123	)					0
Net loss									(31,307	)		(31,307	)
BALANCE – June 30, 2024		989,994	$	29,700	$	19,953,133		$	(11,457,132	)	$	8,525,701
Amortization of stock-based compensation						25,330						25,330
Net income									580,885			580,885
BALANCE – September 30, 2024		989,994	$	29,700	$	19,978,463		$	(10,876,247	)	$	9,131,916
BALANCE – January 1, 2025		995,939	$	29,878	$	20,004,209		$	(10,358,291	)	$	9,675,796
Amortization of stock-based compensation						27,097						27,097
Net loss									(514,765	)		(514,765	)
BALANCE – March 31, 2025		995,939	$	29,878	$	20,031,306		$	(10,873,056	)	$	9,188,128
Exercise of stock options		1,243		38		(38	)					0
Amortization of stock-based compensation						27,097						27,097
Net loss									(266,174	)		(266,174	)
BALANCE – June 30, 2025		997,182	$	29,916	$	20,058,365		$	(11,139,230	)	$	8,949,051
Amortization of stock-based compensation						27,098						27,098
Net loss									(163,931	)		(163,931	)
BALANCE – September 30, 2025		997,182	$	29,916	$	20,085,463		$	(11,303,161	)	$	8,812,218

See accompanying notes to consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(~~780~~944,~~939~~870	)	$	~~155~~736,~~983~~868
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		3,879			711,~~758~~636
Stock based compensation		5481,~~194~~292			5076,~~751~~081
Write-off of relinquished assets, net of depreciation		104,339			0
Realized gain on investments		(2738,~~907~~287	)		(1538,~~222~~317	)
Changes in operating assets and liabilities:
Accounts receivable		316,027			4058,~~626~~924
Inventories		6,647			(73,~~597~~459	)
Prepaid expenses		~~966~~981,~~824~~387			(8264,~~726~~564	)
Deferred liabilities		~~230~~184,~~769~~613			0
Customer deposits		(263,032	)		46,~~853~~740
Accounts payable		(95147,~~939~~219	)		~~912~~(565,~~569~~785	)
Accrued expenses		(~~686~~708,~~657~~121	)		(1930,~~131,395~~665	)
TOTAL ADJUSTMENTS		~~609~~521,~~144~~525			(~~146~~1,~~383~~649,409	)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(171,795	)		9,600
NET CASH USED IN OPERATING ACTIVITIES		(423,345	)		(912,541	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments		(12,~~710~~703,~~439~~459	)		(12,~~485~~761,~~675~~571	)
Proceeds from sale of investments		12,~~663~~625,000			~~581~~1,823,000
Purchase of property and equipment		(6,145	)		(2,171	)
NET CASH USED IN INVESTING ACTIVITIES		(5384,~~584~~604	)		(~~906~~940,~~846~~742	)
NET CHANGE IN CASH		(~~225~~507,~~379~~949	)		(~~897~~1,~~246~~853,283	)
CASH – Beginning		5,298,722			6,931,709
CASH – Ending	$	54,~~073~~790,~~343~~773		$	65,~~034~~078,~~463~~426
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the periods for income taxes	$	196,143		$	12,~~430~~125,~~313~~719

See accompanying notes to consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - Nature of Operations

The accompanying unaudited condensed consolidated financial statements of Saker Aviation Services, Inc. (the “Company”) and its subsidiary have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements and should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The condensed consolidated balance sheet as of ~~June~~September 30, 2025 and the condensed consolidated statements of operations and cash flows for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 have been prepared by the Company without audit. In the opinion of the Company’s management, all necessary adjustments (consisting of normal recurring accruals) have been included to make the Company’s financial position as of ~~June~~September 30, 2025 and its results of operations, stockholders’ equity, and cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025 not misleading. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 are not necessarily indicative of the results to be expected for any full year or any other interim period.

NOTE 2 – Liquidity and Material Agreements

As of ~~June~~September 30, 2025, we had cash and cash equivalents of $54,~~073~~790,~~343~~773 and a working capital surplus of $8,~~979~~812,~~820~~218. For the ~~six~~nine months ended ~~June~~September 30, 2025, we generated revenue from operations of $1,260,756 and had a net loss of $(~~780~~944,~~939~~870). For the ~~six~~nine months ended ~~June~~September 30, 2025, cash flows included net cash used in operating activities of $~~171~~423,~~795~~345, which included net loss of $(~~780~~944,~~939~~870), and cash used in investing activities of $5384,~~584~~604.

On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. On November 22, 2023, the Bank reduced the amount available under the Key Bank Revolver Note to $500,000. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at June 30, 2025 or 2024.

The Company has invested its excess working capital reserves in a high yield savings account and government backed securities with UBS Financial Services Inc. (“UBS”).

On February 10, 2025, the Company entered into a Covenant Not To Compete agreement (the “Covenant Agreement”) with Brian Tolbert, the manager of the Downtown Manhattan Heliport (the “Receiving Party”). The Covenant Agreement provides for payments beginning in April 2025 totaling $276,923 over the next 18 months, provided the Receiving Party does not disclose any confidential information to, or accept employment with, the new operator of the Heliport or any of its subsidiaries. The Company has recorded the liability and expense in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operation.

The Company was party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company was required to pay the greater of 18% of the first $5,000,000 in any program year based on cash collected (“Gross Receipts”) and 25% of Gross Receipts in excess of $5,000,000, or minimum annual guaranteed payments.

The term of the Concession Agreement was subsequently extended by the City through April 30, 2023.

On April 28, 2023, the Company entered into a Temporary Use Authorization Agreement (the “Use Agreement”), effective as of May 1, 2023, with the City of New York acting by and through the New York City of Department of Small Business Services (“DSBS”). The Use Agreement had a term of one year. The Company was required under the Use Agreement to remit a monthly administrative fee to NYCEDC in the amount of $5,000.

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement became effective on December 12, 2023 and provided for one (1) six-month term (the “Initial Period”), with two (2) six-month options to renew (the “Renewal Periods”). The Company was required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods. On April 30, 2024, the Company received notice from DSBS of its exercise of the first of the two six-month renewal options extending the term of the Interim Agreement through December 12, 2024. On October 18, 2024, the Company received notice from DSBS of its exercise of the second of the two six-month renewal options extending the term of the Interim Concession Agreement through June 12, 2025. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, we incurred approximately $412,000 and $1,~~211~~969,000 in fees under the Interim Agreement, respectively.

On November 13, 2023, the DBS and NYCEDC released the new Request for Proposals (“RFP”). The Company submitted a timely proposal in compliance with the terms of the RFP.

The Company was notified by the NYCEDC on November 20, 2024 that it intended to award the concession agreement for the operation of the Downtown Manhattan Heliport to another company. On March 4, 2025, the Company was notified that NYCEDC would be terminating the Concession Agreement effective March 29, 2025. Pursuant to the termination, the Company vacated and ceased use of the Heliport on that date. As part of the Interim Agreement, the Company was required to leave certain assets at the heliport. The Company wrote off the remaining assets at the heliport, net of depreciation, in the first quarter of 2025. The Company had no operations during the ~~quarter~~second ~~ended~~and ~~June~~third ~~30,~~quarters of 2025.

NOTE 3 - Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, FirstFlight Heliports, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions.

Net (Loss) Income Per Common Share

Net (loss) income was $(~~780~~944,~~939~~870) and $~~155~~736,~~983~~868 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. Basic net (loss) income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net (loss) income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period.

The following table sets forth the components used in the computation of basic net income per share:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025

2024

2025

2024

Weighted average common shares outstanding, basic

~~996~~997,~~772~~182

989,~~633~~994

996,~~358~~636

~~987~~988,~~761~~510

Common shares upon exercise of options and warrants

1513,~~704~~809

3528,~~124~~618

1514,~~704~~909

3127,~~652~~772

Weighted average common shares outstanding, diluted

1,~~012~~010,~~476~~991

1,~~024~~018,~~757~~612

1,~~012~~011,~~062~~545

1,~~019~~016,~~413~~282

Stock-Based Compensation

Stock-based compensation expense for all stock-based payment awards are based on the estimated grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company incurred stock-based compensation of $5481,~~194~~292 and $5076,~~751~~081, respectively. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying consolidated statements of operations. As of ~~June~~September 30, 2025, the unamortized fair value of the options totaled $5427,~~194~~097 and the weighted average remaining amortization period of the options ranging from one to five years.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

NOTE 4 – Investments

Accounting principles generally accepted in the United States of America establish a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 –

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 –

Inputs to the valuation methodology include:

●

quoted prices for similar assets or liabilities in active markets;

●

quoted prices for identical or similar assets or liabilities in inactive markets;

●

inputs other than quoted prices that are observable for the asset or liability;

●

inputs that are derived principally from or corroborated by observable market data by correlation or by other means.

Level 3 –

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value measurements and levels within the fair value hierarchy of these measurements for the assets reported at fair value on a recurring basis at ~~June~~September 30, 2025 and December 31, 2024 are U.S. Treasury Notes and Bills in the amount of $3,~~628~~669,~~346~~746 and $3,553,000, respectively, within level 2. There have been no changes in valuation approaches or techniques and related inputs.

The Company’s policy is to recognize transfers of investments into or out of Level 3 as of the date of the event or change in circumstances that caused the transfer. For the ~~six~~nine months ended ~~June~~September 30, 2025 and twelve months ended December 31,2024, there were no transfers of investments into or out of Level 3. There are no assets requiring the use of Level 3 inputs for the ~~six~~nine months ended ~~June~~September 30, 2025 and twelve months ended December 31., 2024.

NOTE 5 – Related Parties

The law firm of Wachtel & Missry, LLP provides certain legal services to the Company and its subsidiaries from time to time. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of this firm. During the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company was billed approximately $2,500 and $~~137~~142,000, respectively, for legal services by Wachtel & Missry, LLP.

The Company was party to a management agreement with Empire Aviation, an entity owned by the children and grandchild of the Company’s former Chief Executive Officer and former member of our Company’s Board of Directors.

NOTE 6 – Subsequent Events

The Company has made an assessment of its operations and determined that there were no material subsequent events, requiring adjustment to, or disclosure in, our condensed consolidated financial statements for the ~~six~~nine months ended ~~June~~September 30, 2025.

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

The following discussion should be read together with the accompanying unaudited condensed consolidated financial statements and related notes in this report. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The terms “we”, “us”, and “our” are used below to refer collectively to the Company and its subsidiary through which our businesses was conducted.

Overview

Saker Aviation Services, Inc. is a Nevada corporation. Our common stock, $0.03 par value per share (the “common stock”), is quoted on the ~~OTCQB~~OTCID ~~Marketplace~~Basic Market (“~~OTCQB~~OTCID”) under the symbol “SKAS”. We were formed on January 17, 2003 as a proprietorship and were incorporated in Arizona on January 2, 2004. We became a public company as a result of a reverse merger transaction on August 20, 2004 with Shadows Bend Development, Inc., an inactive public Nevada corporation, and subsequently changed our name to FBO Air, Inc. On December 12, 2006, we changed our name to FirstFlight, Inc. On September 2, 2009, we changed our name to Saker Aviation Services, Inc.

Our business activities were carried out by FirstFlight Heliports, LLC d/b/a Saker Aviation Services (“FFH”), a wholly-owned subsidiary, as the operator of the Downtown Manhattan Heliport via a concession agreement (the “Concession Agreement”) with the City of New York. On March 4, 2025, the Company was notified by NYCEDC that NYCEDC would be terminating the Concession Agreement effective March 29, 2025. Pursuant to the termination, the Company vacated and ceased use of the Heliport on March 29, 2025. We are currently reviewing alternative business activities as a source of revenue.

REVENUE AND OPERATING RESULTS

Comparison of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024.

Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 were negatively impacted by the termination of our Concession Agreement to operate the Downtown Manhattan Heliport effective March 29, 2025.

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REVENUE

Revenue ~~from operations~~ for the three months ended ~~June~~September 30, 2025 was $0 ~~as compared with corresponding prior-year period revenue of $2,623,118~~. ~~For~~We ~~the~~had ~~three~~no ~~months ended June 30, 2025, revenue from~~ operations ~~associated with the sale of jet fuel and related items was $0 as compared to approximately $601,000~~ in the three months ended ~~June~~September 30, ~~2024. For the three months ended June 30,~~ 2025, revenue from operations associated with services and supply items was $0 as compared to approximately $1,773,000 in the three months ended June 30, 2024. For the three month periods ended June 30, 2025 and 2024, all other revenue from operations was $0 and approximately $249,000, respectively. Operations for the three months ended June 30, 2025 was negatively impacted due to the termination of our Concession Agreement to operate the Downtown Manhattan Heliport effective March 29, 2025.

Total revenue from operations for the ~~six~~nine months ended ~~June~~September 30, 2025 was $1,260,756 as compared with corresponding prior-year period revenue of $36,~~961~~466,~~485~~973. For the ~~six~~nine months ended ~~June~~September 30, 2025, revenue associated with the sale of jet fuel and related items was approximately $297,000 as compared to approximately $~~917~~1,604,000 in the ~~six~~nine months ended ~~June~~September 30, 2024. For the nine months ended September 30, 2025, revenue associated with services and supply items was approximately $937,000 as compared to approximately $4,568,000 in the nine months ended September 30, 2024. For the nine months ended September 30, 2025, all other revenue was approximately $27,000 as compared to approximately $295,000 in the nine months ended September 30, 2024. Operations for the nine months ended September 30, 2025 was negatively impacted by the termination of our Concession Agreement to operate the Downtown Manhattan Heliport effective March 29, 2025.

For the six months ended June 30, 2025, revenue associated with services and supply items was approximately $937,000 as compared to approximately $2,767,000 in the six months ended June 30, 2024. For the six months ended June 30, 2025, all other revenue was approximately $27,000 as compared to approximately $278,000 in the six months ended June 30, 2024. Operations for the six months ended June 30, 2025 was negatively impacted due to the termination of our Concession Agreement to operate the Downtown Manhattan Heliport effective March 29, 2025.

COST OF REVENUE

Total cost of revenue was $0 in the three months ended ~~June~~September 30, 2025 as compared to $1,~~231~~245,~~384~~862 in the three months ended ~~June~~September 30, 2024. Total cost of revenue was $749,396 in the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $13,~~937~~183,~~556~~418 in the ~~six~~nine months ended ~~June~~September 30, 2024. Cost of revenue on a year over year basis was substantially lower due to the termination of our Concession Agreement to operate the Downtown Manhattan Heliport effective March 29, 2025.

GROSS PROFIT

Total gross profit was $0 in the three months ended ~~June~~September 30, 2025 as compared with $1,~~391~~259,~~734~~626 in the three months ended ~~June~~September 30, 2024. Total gross profit was $511,360 in the ~~six~~nine months ended ~~June~~September 30, 2025 as compared to $23,~~023~~283,~~929~~555 in the ~~six~~nine months ended ~~June~~September 30, 2024. Gross Profit was substantially lower on a year over year basis due to the termination of our Concession Agreement to operate the Downtown Manhattan Heliport effective March 29, 2025.

OPERATING EXPENSE

Selling, General and Administrative

Total selling, general and administrative expenses, (“SG&A”), from operations were $~~368~~264,~~900~~319 in the three months ended ~~June~~September 30, 2025, representing a decrease of $~~127~~191,~~120~~813 or 2542.~~6 percent~~1percent, as compared to the same period in 2024. Total SG&A expenses from operations were $1,~~376~~640,~~364~~683 for the ~~six~~nine months ended ~~June~~September 30, 2025 representing an increase of $~~449~~257,~~211~~398 or 4818.5%6 percent compared to the same period in 2024.

SG&A expenses associated with our operations were approximately $~~251~~158,000 in the three months ended ~~June~~September 30, 2025, representing a decrease of approximately $~~106~~170,000, or 2951.789 percent, as compared to the three months ended ~~June~~September 30, 2024. SG&A expenses for the three month period ended ~~June~~September 30, 2025 ~~was~~were lower due to the termination of our Concession Agreement to operate the Downtown Manhattan Heliport effective March 29, 2025.

SG&A expenses from operations in the ~~six~~nine months ended ~~June~~September 30, 2025 were approximately $1,~~104~~261,000, representing an increase of approximately $~~436~~266,000 or 6526.37 percent, as compared to the same period in 2024. The increase in SG&A on a year-over-year basis is primarily attributable to a one-time charge to record deferred compensation expense relating to a Covenant to Compete Agreement as well as increased professional fees relating to the Company’s ongoing challenge, and pending litigation, of the NYCEDC selection of the heliport’s new operator.

9Corporate SG&A expenses from operations were approximately $107,000 for the three months ended September 30, 2025, representing a decrease of approximately $22,000 as compared with the corresponding prior year period. Corporate SG&A expenses were approximately $379,000 for the nine months ended September 30, 2025, representing an increase of approximately $8,000 as compared with the corresponding prior year period. Corporate SG&A expenses remained substantially the same on a year-over-year basis due to the continuing costs associated with a public company.

Corporate SG&A from operations was approximately $118,000 for the three months ended June 30, 2025, representing a decrease of approximately $21,000 as compared with the corresponding prior year period. Corporate SG&A was approximately $273,000 for the six months ended June 30, 2025, representing an increase of approximately $13,000 as compared with the corresponding prior year period. Corporate SG&A remained substantially the same on a year over year basis due to the continuing costs associated with a public company.11

OPERATING (LOSS) INCOME

Operating loss from operations for the three months ended ~~June~~September 30, 2025 was ($~~368~~(264,~~900~~319) as compared to operating income of $~~895~~803,~~714~~494 in the three months ended ~~June~~September 30, 2024. Operating loss from operations for the ~~six~~nine months ended ~~June~~September 30, 2025 was ($~~865~~(1,~~004~~129,323) as compared to operating income of $1,~~096~~900,~~776~~270 in the ~~six~~nine months ended ~~June~~September 30, 2024. The change on a year-over-year basis is attributable to the items discussed above.

Depreciation

Depreciation for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $3,879 and $711,~~758~~636, respectively.

Interest Income

Interest income for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $~~160~~250,~~497~~505 and $~~184~~281,~~185~~481, respectively. The decrease is primarily attributable to lower interest rates in 2025 compared to 2024.

Income Tax

Income tax expense for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $0 and $86429,000, respectively.

Net (Loss) Income Per Share

Net (loss) income was $(~~266~~163,~~174~~931) and $~~(31~~580,~~307)~~885 for the three months ended ~~June~~September 30, 2025 and 2024, respectively. Net (loss) income was $(~~780~~944,~~939~~870) and $~~155~~736,~~983~~868 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. The change on a year-over-year basis was attributable to the items discussed above.

Basic net (loss) income per share for the three months ended ~~June~~September 30, 2025 and 2024 was $(0.2716) and $(0.~~03)~~59, respectively. Diluted net (loss) income per share for the three months ended ~~June~~September 30, 2025 and 2024 was $(0.2616) and $(0.~~03)~~57, respectively. Basic net (loss) income per share for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $(0.7895) and $0.1675, respectively. Diluted net (loss) income per share for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 was $(0.7793) and $0.1573, respectively. The change on a year-over-year basis was attributable to the items discussed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company has invested its excess working capital reserves in a high yield savings account and government backed securities with UBS Financial Services Inc. (“UBS”).

Cash from Operating Activities

For the ~~six~~nine months ended ~~June~~September 30, 2025, net cash used in operating activities was $~~171~~423,~~795~~345. This amount included an increase in operating cash related to net loss of $(~~780~~944,~~939~~870) and additions for the following items: (i) depreciation and amortization, $3,879; (ii) stock-based compensation, $5481,~~194~~292; (iii) write-off of relinquished assets, net of depreciation, $104,339; (iv) accounts receivable, trade, $316,027; (v) inventory, $6,647; (vi) prepaid expenses, $~~966~~981,~~824~~387; and (vii) deferred liabilities, $~~230~~184,~~769~~613. These increases in operating activities were offset by decreases for the following items: (i) customer deposits, $263,032; (ii) accounts payable, $95147,~~939~~219; (iii) accrued expenses, $~~686~~708,~~657~~121; and (iv) realized gain on investments, $2738,~~907~~287.

For the ~~six~~nine months ended ~~June~~September 30, 2024, net cash ~~provided~~used byin operating activities was $9912,~~600~~541. This amount included an increase in operating cash related to net profit of $~~155~~736,~~983~~838 and additions for the following items: (i) depreciation and amortization, $711,~~758~~636; (ii) stock-based compensation, $5076,~~751~~081; (iii) accounts receivable, trade, $4058,~~626~~924; and (iv) customer deposits, $46,~~853; and (v) accounts payable, $912,569~~740. These increases in operating activities were offset by (i) ~~realized~~ gain on sale of investments, $1538,~~222~~317; (ii) inventories, $73,~~597~~459; (iii) prepaid expenses, $8264,~~726~~564; ~~and~~ (~~iii~~iv) accounts payable, $565,785; and accrued expenses, $1930,~~131,395~~665.

Cash from Investing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2025, net cash used in investing activities was $~~(53~~84,~~584)~~604. This amount included purchases of investments of $12,~~710~~703,~~439~~459 and the purchase of property and equipment of $6,145, offset by the sale of investments of $12,~~663~~625,000. For the ~~six~~nine months ended ~~June~~September 30, 2024, cash used in investing activities was $~~906~~940,~~846~~742. This amount included purchases of investments of $12,~~485~~761,~~675~~571, ~~and~~proceeds ~~the~~from ~~purchase~~sale of ~~property~~investments ~~and equipment~~ of $21,~~171~~823,000, ~~offset~~and by the ~~sale~~purchase of ~~investments~~property and equipment of $~~581~~2,~~000~~171.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

Statements contained in this report may contain information that includes or is based upon "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management's current judgment and assumptions and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, but not limited to, those relating to:

● the operation of the Downtown Manhattan Heliport was our only source of revenue, if we are unable to find alternative revenue streams we may cease operations; ● our ability to attract new personnel, or retain existing personnel, could adversely affect the implementation of any new business strategy.

● our ability to attract new personnel, or retain existing personnel, could adversely affect the implementation of any new business strategy.

Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions made by the Company may cause actual results to be materially different from those described herein or elsewhere by us. Undue reliance should not be placed on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2024 and in other filings we make with the SEC. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the SEC. We expressly disclaim any intent or obligation to update any forward-looking statements, except as may be required by law.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, including our President (principal financial officer) and Chief Executive Officer (principal executive officer), have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon, and as of the date of that evaluation, our President and our Chief Executive Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports filed and submitted by us under the Exchange Act, is (i) recorded, processed, summarized and reported as and when required, and (ii) is accumulated and communicated to our management, including our President and our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item–1 – Risk Factors

For a discussion of the Company’s potential risks or uncertainties, please see: (i) “Part I—Item 1A—Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Item 6 - Exhibits

Exhibit No.		Description of Exhibit

31.1*		Rule 13a-14(a)/15d-14(a) Certification of acting principal executive officer *

31.2*		Rule 13a-14(a)/15d-14(a) Certification of acting principal financial officer *

32.1*		Section 1350 Certification *

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Saker Aviation Services, Inc.
Date: August 14, 2025	By:	/s/ William B. Wachtel
Date: November 7, 2025	By:	/s/ William B. Wachtel
		William B. Wachtel
		President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer

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Filing Compare · Saker Aviation Services, Inc.