| RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS |
NOTE 15 — RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED
FINANCIAL STATEMENTS
On
October 8, 2026, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) determined, based on
management’s recommendation that the accounting estimate for depletion, depreciation and amortization of its oil and gas reserves
was incorrectly applied on a retrospective basis arising from changes in classification of its reserves from proved undeveloped reserves
to probable reserves instead of on a prospective basis. As a result, the Company previously overstated depletion, depreciation and amortization
expense for the year ended December 31, 2025, and the related impact to its provision for income taxes.
The impact of the errors on the previously issued consolidated
financial statements is as follows:
| Consolidated Balance Sheet | |
As of December 31, 2025 | |
| | |
As Reported | | |
Adjustment | | |
As Restated | |
| | |
| | |
| | |
| |
| Crude oil and natural gas properties, successful efforts method: | |
| | |
| | |
| |
| Accumulated depreciation, depletion, and amortization,
net | |
$ | (8,491,565 | ) | |
$ | 3,540,000 | | |
$ | (4,951,565 | ) |
| Total oil and natural gas properties, net | |
| 81,951,796 | | |
| 3,540,000 | | |
| 85,491,796 | |
| Total Assets | |
$ | 86,938,586 | | |
$ | 3,540,000 | | |
$ | 90,478,586 | |
| | |
| | | |
| | | |
| | |
| Accrued liabilities and other | |
$ | 9,784,912 | | |
$ | 37,000 | | |
| 9,821,912 | |
| Total current liabilities | |
| 24,889,896 | | |
| 37,000 | | |
| 24,926,896 | |
| Deferred tax liability | |
| 3,959,392 | | |
| 871,000 | | |
| 4,830,392 | |
| Total non-current liabilities | |
| 10,893,391 | | |
| 871,000 | | |
| 11,764,391 | |
| Total liabilities | |
| 35,783,287 | | |
| 908,000 | | |
| 36,691,287 | |
| | |
| | | |
| | | |
| | |
| Accumulated deficit | |
| (36,767,880 | ) | |
| 2,632,000 | | |
| (34,135,880 | ) |
| Total stockholders’ deficit attributable to EON
Resources, Inc. | |
| 50,355,299 | | |
| 2,632,000 | | |
| 52,987,299 | |
| Total Stockholders’ Equity | |
| 50,355,299 | | |
| 2,632,000 | | |
| 52,987,299 | |
| Total Liabilities, Mezzanine Equity and Stockholders
Equity | |
$ | 86,938,586 | | |
$ | 3,540,000 | | |
$ | 90,478,586 | |
| Consolidated Statement of Operations | |
Year Ended December 31 2025 | |
| | |
As Reported | | |
Adjustments | | |
As Restated | |
| | |
| | |
| | |
| |
| Expenses | |
| | |
| | |
| |
| Depletion, depreciation and amortization | |
$ | 6,710,092 | | |
$ | (3,540,000 | ) | |
$ | 3,170,092 | |
| Total expenses | |
| 30,738,109 | | |
| (3,540,000 | ) | |
| 27,198,109 | |
| Operating loss | |
| (13,801,545 | ) | |
| 3,540,000 | | |
| (10,261,545 | ) |
| Income (loss) before income taxes | |
| (8,213,063 | ) | |
| 3,540,000 | | |
| (4,673,063 | ) |
| Income tax (provision) benefit | |
| (1,913,554 | ) | |
| (908,000 | ) | |
| (2,821,554 | ) |
| Net income (loss) | |
| (10,126,617 | ) | |
| 2,632,000 | | |
| (7,494,617 | ) |
| Net income (loss) attributable to Eon
Resources, Inc. | |
$ | (10,098,082 | ) | |
$ | 2,632,000 | | |
$ | (7,466,082 | ) |
| | |
| | | |
| | | |
| | |
| Weighted average share outstanding,
common stock – basic and diluted | |
| 31,191,907 | | |
| | | |
| 31,191,907 | |
| | |
| | | |
| | | |
| | |
| Net income (loss) per share of common
stock –basic and diluted | |
$ | (0.32 | ) | |
| 0.08 | | |
$ | (0.24 | ) |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Total Stockholders’ | | |
| | |
| |
| | |
Class A | | |
Class B | | |
Additional | | |
| | |
Equity Attributable to Eon | | |
| | |
Total | |
| | |
Common Stock | | |
Common Stock | | |
Paid-In | | |
Accumulated | | |
Resources | | |
Noncontro4lling | | |
Stockholder’4 | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
deficit | | |
Inc. | | |
Interest | | |
Equity | |
| As Previously Reported | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance – December 31, 2024 | |
| 9,923,205 | | |
$ | 992 | | |
| 500,000 | | |
$ | 50 | | |
$ | 30,512,043 | | |
$ | (26,669,798 | ) | |
$ | 3,843,287 | | |
$ | 20,426,184 | | |
$ | 24,269,471 | |
| Shares issued under equity line of credit | |
| 14,770,000 | | |
| 1,477 | | |
| - | | |
| - | | |
| 8,500,775 | | |
| - | | |
| 8,502,252 | | |
| - | | |
| 8,502,252 | |
| Share-based compensation | |
| 1,783,668 | | |
| 178 | | |
| - | | |
| - | | |
| 1,154,212 | | |
| - | | |
| 1,154,390 | | |
| - | | |
| 1,154,390 | |
| Class B exchanged for Class A | |
| 500,000 | | |
| 50 | | |
| (500,000 | ) | |
| (50 | ) | |
| 3,385,000 | | |
| - | | |
| 3,385,000 | | |
| (3,385,000 | ) | |
| - | |
| Shares issued for conversion of notes payable | |
| 21,120,163 | | |
| 2,112 | | |
| - | | |
| - | | |
| 8,483,316 | | |
| - | | |
| 8,485,428 | | |
| - | | |
| 8,485,428 | |
| Shares issued for buyout of non-controlling interest | |
| 1,500,000 | | |
| 150 | | |
| - | | |
| - | | |
| 17,012,499 | | |
| - | | |
| 17,012,649 | | |
| (17,012,649 | ) | |
| - | |
| Shares issued to settle accounts payable | |
| 143,665 | | |
| 14 | | |
| - | | |
| - | | |
| 94,343 | | |
| - | | |
| 94,357 | | |
| - | | |
| 94,357 | |
| Shares issued for acquisition of oil and gas equipment | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 547,500 | | |
| - | | |
| 547,600 | | |
| - | | |
| 547,600 | |
| Shares issued for acquisition of oil and gas leases | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 547,500 | | |
| - | | |
| 547,600 | | |
| - | | |
| 547,600 | |
| Derivative liability conversion to common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,440,412 | | |
| - | | |
| 3,440,412 | | |
| - | | |
| 3,440,412 | |
| Capital Contribution for related party debt extinguishment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 13,440,406 | | |
| - | | |
| 13,440,406 | | |
| - | | |
| 13,440,406 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (10,098,082 | ) | |
| (10,098,082 | ) | |
| (28,535 | ) | |
| (10,126,617 | ) |
| Balance – December 31,
2025 | |
| 51,740,701 | | |
$ | 5,173 | | |
| - | | |
$ | - | | |
$ | 87,118,006 | | |
$ | (36,767,880 | ) | |
$ | 50,355,299 | | |
$ | - | | |
$ | 50,355,299 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Restatement Impacts | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,632,000 | | |
| 2,632,000 | | |
| - | | |
| 2,632,000 | |
| | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,632,000 | | |
| 2,632,000 | | |
| - | | |
| 2,632,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| As Restated | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance – December 31, 2024 | |
| 9,923,205 | | |
$ | 992 | | |
| 500,000 | | |
$ | 50 | | |
$ | 30,512,043 | | |
$ | (26,669,798 | ) | |
$ | 3,843,287 | | |
$ | 20,426,184 | | |
$ | 24,269,471 | |
| Shares issued under equity line of credit | |
| 14,770,000 | | |
| 1,477 | | |
| - | | |
| - | | |
| 8,500,775 | | |
| - | | |
| 8,502,252 | | |
| - | | |
| 8,502,252 | |
| Share-based compensation | |
| 1,783,668 | | |
| 178 | | |
| - | | |
| - | | |
| 1,154,212 | | |
| - | | |
| 1,154,390 | | |
| - | | |
| 1,154,390 | |
| Class B exchanged for Class A | |
| 500,000 | | |
| 50 | | |
| (500,000 | ) | |
| (50 | ) | |
| 3,385,000 | | |
| - | | |
| 3,385,000 | | |
| (3,385,000 | ) | |
| - | |
| Shares issued for conversion of notes payable | |
| 21,120,163 | | |
| 2,112 | | |
| - | | |
| - | | |
| 8,483,316 | | |
| - | | |
| 8,485,428 | | |
| - | | |
| 8,485,428 | |
| Shares issued for buyout of non-controlling interest | |
| 1,500,000 | | |
| 150 | | |
| - | | |
| - | | |
| 17,012,499 | | |
| - | | |
| 17,012,649 | | |
| (17,012,649 | ) | |
| - | |
| Shares issued to settle accounts payable | |
| 143,665 | | |
| 14 | | |
| - | | |
| - | | |
| 94,343 | | |
| - | | |
| 94,357 | | |
| - | | |
| 94,357 | |
| Shares issued for acquisition of oil and gas equipment | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 547,500 | | |
| - | | |
| 547,600 | | |
| - | | |
| 547,600 | |
| Shares issued for acquisition of oil and gas leases | |
| 1,000,000 | | |
| 100 | | |
| - | | |
| - | | |
| 547,500 | | |
| - | | |
| 547,600 | | |
| - | | |
| 547,600 | |
| Derivative liability conversion to common stock | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,440,412 | | |
| - | | |
| 3,440,412 | | |
| - | | |
| 3,440,412 | |
| Capital Contribution for related party debt extinguishment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 13,440,406 | | |
| - | | |
| 13,440,406 | | |
| - | | |
| 13,440,406 | |
| Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (7,466,082 | ) | |
| (7,466,082 | ) | |
| (28,535 | ) | |
| (7,494,617 | ) |
| Balance – December 31,
2025 | |
| 51,740,701 | | |
$ | 5,173 | | |
| - | | |
$ | - | | |
$ | 87,118,006 | | |
$ | (34,135,880 | ) | |
$ | 52,987,299 | | |
$ | - | | |
$ | 52,987,299 | |
| Consolidated Statement of Cash Flows | |
Year Ended December 31 2025 | |
| | |
As
Reported | | |
Adjustments | | |
As
Restated | |
| | |
| | |
| | |
| |
| Net loss | |
$ | (10,126,617 | ) | |
$ | 2,632,000 | | |
$ | (7,494,617 | ) |
| Depreciation, depletion, and amortization expense | |
| 6,710,092 | | |
| (3,540,000 | ) | |
| 3,170,092 | |
| Deferred income tax benefit | |
| 1,266,659 | | |
| 871,000 | | |
| 2,137,659 | |
| Accrued liabilities and other | |
| 4,898,434 | | |
| 37,000 | | |
| 4,935,434 | |
| Net cash provided by operating activities | |
| (7,645,418 | ) | |
| - | | |
| (7,645,418 | ) |
|