Transaction Reflects the Board’s Ongoing Strategy to Maximize Shareholder ValueSAN FRANCISCO, July 15, 2025 (GLOBE NEWSWIRE) -- Wag! Group Co. (“Wag!”; Nasdaq: PET), which strives to be the number one platform to solve the service, product, and wellness needs of the modern U.S. pet household, announced today that it has simultaneously entered into a definitive agreement (the “Agreement”) and completed the sale of its Furscription business to MWI Veterinary Supply Co. (“MWI”), a leading global provider of ve ...

Core Viewpoint - Pet Valu Holdings Ltd. is set to release its financial results for the second quarter of fiscal 2025 on August 5, 2025, at 6:30am ET, followed by a conference call at 8:30am ET [1] Company Overview - Pet Valu is the leading Canadian specialty retailer of pet food and pet-related supplies, operating over 800 corporate-owned or franchised locations across Canada [4] - The company has been in operation for over 45 years, building trust and loyalty among pet parents through knowledgeable customer service and a wide range of products [4] - Pet Valu offers more than 10,000 competitively-priced products, including exclusive, holistic, and award-winning proprietary brands [4] - The company is headquartered in Markham, Ontario, with distribution centers located in Brampton, Ontario, Surrey, British Columbia, and Calgary, Alberta [4] - Pet Valu's shares are traded on the Toronto Stock Exchange under the ticker symbol PET [4]

Core Insights - GE HealthCare (GEHC) introduced Flyrcado, an FDA-approved PET imaging agent for myocardial perfusion imaging, at the 2025 SNMMI annual meeting, highlighting its importance in precision cardiac care as cardiovascular disease rates rise globally [1][8] - Flyrcado aims to enhance early disease detection, personalize treatment strategies, and monitor therapy responses, reinforcing GEHC's commitment to improving outcomes for patients at risk of cardiovascular disease [2][6] Product Details - Flyrcado (flurpiridaz F 18) is designed for patients with known or suspected coronary artery disease, featuring a half-life of approximately 110 minutes, which facilitates centralized production and distribution [3] - The agent integrates exercise stress testing with cardiac PET imaging and is compatible with GEHC's Omni Legend PET/CT and other systems, enabling detailed assessments of myocardial perfusion and related conditions [3] Market Position and Coverage - Flyrcado has recently launched in select U.S. markets, receiving CMS pass-through status and a specific HCPCS billing code, with coverage from all seven Medicare Administrative Contractors and over 50% of commercial insurers [4][8] - The expansion of coverage beyond hospital outpatient settings and the establishment of a Flyrcado Support Center for providers indicate a strategic move to enhance accessibility and support for the new imaging agent [4] Financial Performance and Stock Trends - Following the announcement, GEHC shares closed flat at $71.16, with a year-to-date decline of 9%, contrasting with the industry's 4% growth and the S&P 500's 0.8% increase [5][7] - GEHC's market capitalization stands at $32.64 billion, and the company reported a 10.9% earnings surprise in the last quarter, indicating potential for future growth despite current stock performance [7] Strategic Implications - Flyrcado positions GEHC for long-term growth in the high-value molecular imaging market, addressing the rising demand for precision cardiac diagnostics [6] - With broad payer coverage and compatibility with existing systems, Flyrcado is expected to facilitate a shift from SPECT to PET imaging, generating recurring revenue from both radiopharmaceutical sales and imaging hardware [6]

Core Viewpoint - Pet Valu Holdings Ltd. has successfully closed a secondary bought deal offering of approximately 19,969,450 common shares at a price of C$28.85 per share, resulting in total gross proceeds of about C$576 million to the selling shareholders [1][2]. Group 1: Offering Details - The offering was led by RBC Capital Markets and CIBC Capital Markets as joint bookrunners [2]. - The company did not receive any proceeds from the offering, as all net proceeds were paid directly to the selling shareholders [2]. - The common shares were sold via a prospectus supplement dated June 5, 2025, under the company's short form base shelf prospectus filed on August 15, 2024 [3]. Group 2: Shareholder Changes - Following the offering, the selling shareholders have no remaining equity interest in the company, leading to the termination of the Investor Rights Agreement [4]. - Clayton Harmon, a nominee of the selling shareholders, has resigned from the board of directors effective June 9, 2025, while Patrick Hillegass and Kevin Hofmann will remain as directors until suitable replacements are identified [5]. Group 3: Shareholder Ownership - Prior to the offering, Roark Capital Partners II AIV AG, L.P. and RCPS Equity Cayman LP owned approximately 14.8% and 10.5% of the outstanding common shares, respectively [8]. - Post-offering, these shareholders no longer own or control any common shares [8]. Group 4: Company Overview - Pet Valu is Canada's leading retailer of pet food and related supplies, operating over 800 corporate-owned or franchised locations [11]. - The company has been in operation for over 45 years, providing a wide range of products and services to pet owners [11].

Core Points - Pet Valu Holdings Ltd. announced the closing of a secondary bought deal offering of 5,200,000 common shares at a price of C$28.85 per share, with an additional 780,000 shares purchased through the over-allotment option, resulting in gross proceeds of approximately C$172.5 million for the selling shareholders [1][2] Group 1: Offering Details - The offering was led by RBC Capital Markets and CIBC Capital Markets, along with a syndicate of underwriters including Barclays Capital Canada, Desjardins Securities Inc., Jefferies Securities, Inc., National Bank Financial Inc., Raymond James Ltd., TD Securities Inc., UBS Securities Canada Inc., and ATB Securities Inc [3] - All net proceeds from the offering have been paid directly to the selling shareholders, with the company not receiving any proceeds from the offering or the over-allotment option [2] Group 2: Shareholder Information - Following the offering, the selling shareholders beneficially own a total of 19,969,450 common shares, representing approximately 29% of the outstanding common shares [2] Group 3: Company Overview - Pet Valu is Canada's leading retailer of pet food and pet-related supplies, operating over 800 corporate-owned or franchised locations across the country [6] - The company offers more than 10,000 competitively-priced products, including exclusive, holistic, and award-winning proprietary brands [6]

Core Viewpoint - Pet Valu Holdings Ltd. has successfully closed a secondary bought deal offering of 5,200,000 common shares at a price of $28.85 per share, generating approximately C$150 million in gross proceeds for the selling shareholders [1][2]. Group 1: Offering Details - The offering was led by RBC Capital Markets and CIBC Capital Markets, along with a syndicate of underwriters including Barclays Capital Canada, Desjardins Securities Inc., Jefferies Securities, Inc., National Bank Financial Inc., Raymond James Ltd., TD Securities Inc., UBS Securities Canada Inc., and ATB Securities Inc. [4] - The company did not receive any proceeds from the offering, as all net proceeds were paid directly to the selling shareholders [2]. Group 2: Share Repurchase - On May 12, 2025, the company purchased 2,079,000 common shares from the selling shareholders for cancellation [3]. - Following the offering and the share repurchase, the selling shareholders collectively own 20,749,450 common shares, representing approximately 30% of the outstanding common shares [3]. Group 3: Shareholder Ownership Changes - Prior to the offering and share repurchase, Roark Capital Partners II AIV AG, L.P. and RCPS Equity Cayman LP owned 14,206,983 common shares (20.2%) and 10,064,456 common shares (14.3%), respectively [8]. - After the transactions, Roark Capital Partners II AIV AG, L.P. holds 10,517,421 common shares (15.4%) and RCPS Equity Cayman LP holds 7,450,713 common shares (10.9%) [8]. Group 4: Company Overview - Pet Valu is Canada's leading retailer of pet food and pet-related supplies, operating over 800 corporate-owned or franchised locations [11]. - The company offers more than 10,000 competitively-priced products, including exclusive, holistic, and award-winning proprietary brands [11].

Core Points - The Pet Valu Walk for Dog Guides will take place on May 25, 2025, in 200 communities across Canada, aiming to raise $1.6 million for providing dog guides to Canadians with disabilities at no cost [3][4] - The event marks the 40th anniversary of the Walk, which started as a small community event and has grown significantly, now supporting seven different programs with over 800 working dog guides [4][5] - Each dog guide costs approximately $35,000 to breed, raise, train, and place, highlighting the financial need for fundraising events like the Pet Valu Walk [4] Company Overview - Pet Valu is Canada's leading retailer of pet food and supplies, with over 800 locations and a strong commitment to community involvement through sponsorship and participation in events like the Pet Valu Walk [8] - The company has been a national sponsor of the Walk since 2017 and has contributed significantly to the Dog Guides organization, including financial support for over 220 dog guide teams [6][8] - Pet Valu is also investing in a new $50 million training facility to enhance its support for Dog Guides and increase the number of teams graduated annually [5][6] Industry Impact - The Lions Foundation of Canada Dog Guides provides essential services to Canadians with disabilities, empowering them to live independently by offering dog guides at no cost [9] - The organization has evolved over the past four decades, expanding its programs and increasing its operational capacity, which is supported by community fundraising events like the Pet Valu Walk [4][5] - The collaboration between Pet Valu and Dog Guides exemplifies the positive impact of corporate sponsorship in the non-profit sector, enhancing the quality of life for individuals with disabilities [7][9]

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Wag! Group Co.'s unaudited condensed consolidated financial statements for Q1 2025, including balance sheets, operations, equity, and cash flows, highlighting management's substantial doubt about going concern due to liquidity and debt maturities [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were $28.8 million, liabilities increased to $32.3 million, and the stockholders' deficit widened to $3.5 million Condensed Consolidated Balance Sheets (in thousands) | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $14,658 | $15,065 | | **Total assets** | $28,840 | $29,438 | | **Total current liabilities** | $31,887 | $29,463 | | **Total liabilities** | $32,309 | $29,927 | | **Total stockholders' deficit** | $(3,469) | $(489) | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 revenues decreased to $15.2 million, and despite reduced expenses, the net loss widened to $4.9 million, resulting in a $(0.10) loss per share Condensed Consolidated Statements of Operations (in thousands, except per share amounts) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Revenues** | $15,165 | $23,219 | | **Total costs and expenses** | $18,941 | $25,002 | | **Net loss** | $(4,890) | $(4,241) | | **Loss per share, basic and diluted** | $(0.10) | $(0.11) | [Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20(Deficit)) The stockholders' deficit increased from $0.5 million at year-end 2024 to $3.5 million by March 31, 2025, primarily due to a $4.9 million net loss - The stockholders' deficit grew from **$(489) thousand** at the end of 2024 to **$(3,469) thousand** at the end of Q1 2025, mainly due to the net loss of **$4.9 million**[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 saw net cash provided by operating activities of $1.4 million, with cash and cash equivalents ending at $6.1 million, down from $12.6 million year-over-year Condensed Consolidated Statements of Cash Flows (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $1,407 | $168 | | **Net cash used in investing activities** | $(396) | $(305) | | **Net cash used in financing activities** | $(518) | $(5,583) | | **Net change in cash and cash equivalents** | $493 | $(5,720) | | **Cash and cash equivalents, end of period** | $6,123 | $12,603 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes provide critical context, highlighting substantial doubt about going concern due to liquidity, history of losses, and $19.7 million debt maturing in August 2025, alongside ongoing legal proceedings - Management has determined there is substantial doubt regarding the Company's ability to continue as a going concern for at least one year from the issuance date of the financial statements due to projected cash needs, current liquidity levels, a history of net losses, and debt maturing in August 2025[28](index=28&type=chunk) - As of March 31, 2025, the company had **$6.1 million** in cash and cash equivalents against **$19.7 million** in debt obligations, with the majority maturing in August 2025[26](index=26&type=chunk) - In April 2025, Blue Torch assigned its rights and obligations under the Financing Agreement to Retriever LLC, with no terms modified by this assignment[63](index=63&type=chunk) - The company is contesting assessments from California (**$1.3 million**) and New York (**$1.8 million**) related to alleged misclassification of pet caregivers and unpaid unemployment insurance contributions[69](index=69&type=chunk)[71](index=71&type=chunk) Revenue by Offering (in thousands) | Offering | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Services revenue | $4,894 | $5,327 | | Wellness revenue | $9,168 | $15,769 | | Pet Food & Treats revenue | $1,103 | $2,123 | | **Total revenues** | **$15,165** | **$23,219** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 financial performance, noting a 34.7% revenue decrease and widened net loss, reiterating substantial doubt about going concern due to critical liquidity and maturing debt [Key Operating and Financial Metrics](index=23&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Key metrics for Q1 2025 show significant declines, with Platform Participants down 29.7%, revenues falling 34.7% to $15.2 million, and Adjusted EBITDA swinging to a $1.2 million loss Key Metrics Comparison (in thousands) | Metric | Q1 2025 | Q1 2024 | Change % | | :--- | :--- | :--- | :--- | | Platform Participants | 472 | 671 | (29.7)% | | Revenues | $15,165 | $23,219 | (34.7)% | | Net loss | $(4,890) | $(4,241) | 15.3% | | Adjusted EBITDA (loss) | $(1,235) | $168 | N/A | [Comparison of the Three Months Ended March 31, 2025 and 2024](index=25&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) Q1 2025 revenues decreased by $8.1 million (34.7%) due to declines across segments and Platform Participants, leading to a widened net loss of $4.9 million despite cost reductions - Revenues decreased by **34.7% YoY**, attributed to a **$6.6 million** decrease in Wellness revenue, a **$1.0 million** decrease in Pet Food & Treats revenue, and a **$0.4 million** decrease in Services revenue, driven by a **30%** decrease in Platform Participants[107](index=107&type=chunk) - Sales and marketing expenses decreased by **$5.3 million (33.7%) YoY**, mainly due to a **$4.3 million** reduction in spending on partnerships for Wellness offerings[110](index=110&type=chunk) - Interest expense, net decreased by **$0.5 million (33.4%)** due to a lower outstanding balance on the Financing Agreement[113](index=113&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces critical liquidity challenges with $6.1 million cash against $19.7 million debt maturing in August 2025, raising substantial doubt about going concern and prompting a review of strategic alternatives - As of March 31, 2025, the company had **$6.1 million** in cash and cash equivalents and **$19.7 million** in outstanding debt, with the majority maturing in August 2025[117](index=117&type=chunk) - Due to projected cash needs, current liquidity, and a history of losses, there is substantial doubt about the company's ability to continue as a going concern[119](index=119&type=chunk) - The Board is conducting a review of strategic alternatives, but negative covenants in the Financing Agreement restrict actions like incurring new debt or selling assets, and failure to find a solution before August 2025 could lead to the lender (Retriever LLC) seizing assets, rendering securities worthless[118](index=118&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not required to provide market risk disclosures as it qualifies as a smaller reporting company - The company is not required to provide information for this item as it qualifies as a smaller reporting company[134](index=134&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of March 31, 2025, due to persistent material weaknesses in financial reporting and IT general controls, with a remediation plan underway - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective at a reasonable assurance level[136](index=136&type=chunk) - Material weaknesses persist from year-end 2024, related to insufficient finance/accounting resources for risk assessment and technical accounting, and deficiencies in IT general controls (logical access, segregation of duties, change controls)[137](index=137&type=chunk) - The company has implemented or is implementing a remediation plan, which includes hiring more finance and IT personnel, redesigning IT controls, and engaging third-party consultants[139](index=139&type=chunk)[142](index=142&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 8 of the financial statements for details on ongoing legal proceedings, including tax assessments in California and New York - For details on legal proceedings, the report refers to Note 8, Commitments and Contingencies, in the financial statements[144](index=144&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section highlights critical new risk factors, including potential lender foreclosure, the urgent need to refinance debt before August 2025 maturity, and pending Nasdaq delisting due to non-compliance - The Financing Agreement, now held by Retriever LLC, is secured by substantially all company assets, and a default could lead to foreclosure, which would materially harm the business and could render securities worthless[146](index=146&type=chunk)[148](index=148&type=chunk) - The company must renegotiate or refinance its debt before the August 2025 maturity to continue as a going concern, but its ability to do so is limited by its outstanding debt, low market capitalization, and pending Nasdaq delisting[150](index=150&type=chunk)[153](index=153&type=chunk) - The company received a delisting determination from Nasdaq on March 25, 2025, for failing to meet the Minimum Bid Price and Market Value of Listed Securities requirements, and while an appeal hearing was held on May 8, 2025, there is no assurance the appeal will be successful[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported for the period [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[158](index=158&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[159](index=159&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reported no other material information required to be disclosed under this item - None[161](index=161&type=chunk)[162](index=162&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, warrant agreements, incentive plans, the Financing Agreement amendment, and required CEO/CFO certifications - Key exhibits filed include certifications by the Principal Executive Officer and Principal Financial Officer, and Amendment No. 1 to the Financing Agreement, dated April 4, 2025[163](index=163&type=chunk) Signatures [Signatures](index=37&type=section&id=Signatures_child) The report was signed on May 12, 2025, by Garrett Smallwood (CEO) and Alec Davidian (CFO) - The report was signed on May 12, 2025, by Garrett Smallwood (CEO) and Alec Davidian (CFO)[168](index=168&type=chunk)[169](index=169&type=chunk)

Financial Data and Key Metrics Changes - The company reported a revenue of $15.2 million and an adjusted EBITDA loss of $1.2 million for Q1 2025, both showing a slight decline compared to Q4 2024 [6][12] - Total costs and expenses decreased by 25% year over year, amounting to over $6 million [12] - The company ended Q1 with $11.7 million in cash and cash equivalents and accounts receivable [14] Business Line Data and Key Metrics Changes - Revenue from services was $4.9 million, wellness was $9.2 million, and pet food and treats was $1.1 million in Q1 2025 [12] - Sales and marketing expenses were $10.4 million, which is within the historic range of 60% to 70% of revenue [13] Market Data and Key Metrics Changes - The company had 472,000 platform participants in the WAG ecosystem, reflecting a sequential growth of 6% quarter over quarter [12] Company Strategy and Development Direction - The company is focused on disciplined cost management and operational efficiencies, which have led to improved adjusted EBITDA despite a year-over-year revenue decline [6][7] - Strategic partnerships with three major distribution partners are expected to enhance marketing positioning and drive growth in the insurance comparison business starting in Q2 2025 [7][10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the momentum seen in early Q2 and emphasized a commitment to disciplined execution while growing efficiently [10][11] - The company remains committed to evaluating all strategic options to drive shareholder value [14] Other Important Information - The company is investing in AI and other technologies to optimize processes and systems, leading to increased efficiencies [13] - The board is evaluating potential options to improve the balance sheet and reduce debt [14] Q&A Session Summary - There were no questions during the Q&A session, and the call concluded with closing remarks from the CEO [15][16]

Financial Data and Key Metrics Changes - The company reported a revenue of $15.2 million and an adjusted EBITDA loss of $1.2 million for Q1 2025, both showing a slight decline compared to Q4 2024 [11] - Total costs and expenses decreased by 25% year over year, amounting to over $6 million [11] - The company ended Q1 with $11.7 million in cash and cash equivalents and accounts receivable [13] Business Line Data and Key Metrics Changes - Revenue from services was $4.9 million, wellness was $9.2 million, and pet food and treats was $1.1 million in Q1 2025 [11] - Sales and marketing expenses were $10.4 million, which is within the historic range of 60% to 70% of revenue [12] Market Data and Key Metrics Changes - The company had 472,000 platform participants in the WAG ecosystem, reflecting a sequential quarter-over-quarter growth of 6% [11] Company Strategy and Development Direction - The company is focused on disciplined cost management and operational efficiencies, which have led to improved adjusted EBITDA despite a year-over-year decline in revenue [6] - Strategic partnerships with three major distribution partners are expected to enhance marketing positioning and drive growth in the insurance comparison business starting in Q2 [6][9] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the momentum seen in early Q2 and emphasized a commitment to disciplined execution while growing efficiently [10] - The company remains focused on evaluating all strategic options to drive shareholder value [13] Other Important Information - The company is investing in AI and other technologies to optimize processes and systems, leading to increased efficiencies [12] - The board is evaluating potential options to improve the balance sheet and reduce debt [13] Q&A Session Summary - There were no questions during the Q&A session, and the call concluded without further inquiries [14]