Financial Performance - Revenue for Q3 2025 was $3,633,000, an increase of 29% compared to $2,817,000 in Q3 2024[16] - Total revenue for the nine months ended September 30, 2025, reached $11,460,000, up from $9,646,000 in the same period of 2024, representing an 18.8% increase[16] - Operating loss for Q3 2025 was $8,082,000, an improvement from a loss of $11,496,000 in Q3 2024[16] - Net income available to stockholders for Q3 2025 was $3,967,000, compared to a net loss of $12,090,000 in Q3 2024[16] - For the nine months ended September 30, 2025, the net loss was $35.3 million, an improvement from a net loss of $45.4 million in the same period of 2024[25] - The net income for the three months ended September 30, 2025, was $3.97 million, compared to a net loss of $12.09 million in the same period of 2024[65] - Revenue for the three months ended September 30, 2025, increased by $0.8 million, or 29%, to $3.6 million compared to $2.8 million in the same period of 2024[155] - Revenue increased by $1.8 million, or 19%, to $11.5 million for the nine months ended September 30, 2025, compared to $9.6 million in the same period of 2024[166] Assets and Liabilities - Total assets as of September 30, 2025, were $70,874,000, an increase from $61,691,000 as of December 31, 2024[19] - Total liabilities as of September 30, 2025, were $127,760,000, compared to $114,723,000 as of December 31, 2024[19] - The company’s accumulated deficit increased to $435,371,000 as of September 30, 2025, from $400,105,000 at the end of 2024[19] - The company’s total stockholders' equity deficit was $56,886,000 as of September 30, 2025, compared to a deficit of $53,032,000 at the end of 2024[19] - The total cash, cash equivalents, and restricted cash as of September 30, 2025, amounted to $29.35 million, an increase of 24% from $23.68 million as of December 31, 2024[53] Cash Flow and Operating Activities - Cash used in operating activities for the nine months ended September 30, 2025, was $17.4 million, compared to $32.3 million in the prior year, indicating a reduction of 46%[25] - The company reported a net cash increase of $5.5 million in cash, cash equivalents, and restricted cash for the nine months ended September 30, 2025, compared to a decrease of $9.2 million in the same period of 2024[25] - The company reported net cash used in operating activities of $17.435 million for the nine months ended September 30, 2025, compared to $32.255 million for the same period in 2024[203] - The company experienced a net change in cash of $5.520 million for the nine months ended September 30, 2025, compared to a decrease of $9.230 million in the same period of 2024[203] Expenses and Cost Management - Total costs and expenses for the three months ended September 30, 2025, decreased by $2.6 million, or 18%, to $11.7 million from $14.3 million in the prior year[154] - Selling, general and administrative expenses decreased by $7.3 million, or 29%, to $18.3 million for the nine months ended September 30, 2025, primarily due to lower professional fees and workforce reductions[168] - Engineering expenses decreased by $4.1 million, or 35%, to $7.4 million for the nine months ended September 30, 2025, driven primarily by workforce reductions[169] - Depreciation expense decreased by $3.5 million, or 37%, to $6.0 million for the nine months ended September 30, 2025, due to nine satellites becoming fully depreciated[171] Strategic Initiatives and Future Outlook - The company has a strategy to build a planetary scale analytics platform based on a proprietary satellite constellation, focusing on multi-temporal analysis and high frequency of revisits[31] - The company anticipates that the Asset Monitoring business, including Constellation as a Service (CaaS), will continue to represent the most predictable revenue stream moving forward[126] - The company announced a $30 million customer contract to fund the development of its AI-First constellation, expected to launch in 2027[129] - The company has commitments for future satellite launch services totaling approximately $10.4 million through 2028, with $0.2 million committed for the year ending December 31, 2025[113] Market Position and Competitive Advantage - Satellogic's satellites are produced and launched for less than one-tenth the cost of competitors, achieving significant cost leadership in the market[123] - Satellogic's patented camera design allows for capturing approximately 10 times more imagery than competitors, resulting in 100 times better unit economics[123] - As of September 30, 2025, Satellogic has 20 operational commercial satellites in orbit, making it one of the largest high-resolution constellations commercially available[122] Compliance and Regulatory Matters - The company is classified as an "emerging growth company," allowing it to delay compliance with new or revised financial accounting standards[36] - The company remains classified as an "emerging growth company" and plans to continue utilizing the extended transition period for new accounting standards[213] - There have been no material changes to critical accounting policies and estimates in the three months ended September 30, 2025[211]

Core Insights - Satellogic has appointed Jeff Kerridge as Senior Vice President of Global Sales to enhance its global sales strategy and customer growth initiatives during a critical expansion phase [1][2][4] Company Developments - The company recently announced a $30 million AI-First satellite constellation and closed a $90 million capital raise, strengthening its balance sheet for growth [2][11] - Satellogic has successfully re-domiciled to the U.S., aligning itself better with key defense and intelligence customers [11] - The company is set to launch its next-generation satellite constellation, which promises enhanced capabilities and resolutions [11] - Satellogic has been selected for NASA's Commercial Smallsat Data Acquisition program, opening new channels for scientific and research applications [11] - The company has secured significant international agreements, including contracts with Suhora in the Middle East and a national agency in Malaysia [11] Leadership Background - Jeff Kerridge brings over 35 years of experience in the geospatial, defense, and intelligence sectors, having previously generated over $1 billion in revenue at Maxar Intelligence [2][3] - His leadership is expected to be crucial in transforming Satellogic's recent successes into sustained growth and market dominance [2][4] Company Mission and Vision - Satellogic aims to democratize access to geospatial data through high-resolution Earth imagery, addressing global challenges such as climate change, energy supply, and food security [6] - The company is focused on building a scalable, fully automated Earth Observation platform to provide affordable solutions for its customers [5][6]

Market Overview - U.S. stock futures were higher, with Dow futures gaining over 100 points on Thursday [1] Company-Specific Movements - Satellogic Inc. (NASDAQ:SATL) shares fell 13.1% to $3.60 in pre-market trading following a proposed public offering [1] - American Battery Technology Company (NASDAQ:ABAT) shares dipped 23.9% to $6.81 after the DOE terminated its grant [3] - Hyperfine, Inc. (NASDAQ:HYPR) shares decreased 14.1% to $1.89 after reporting preliminary third-quarter revenue results below estimates and announcing a proposed public offering [3] - Omeros Corporation (NASDAQ:OMER) shares declined 9.2% to $9.45 after a significant 154% jump on Wednesday due to Novo Nordisk acquiring its global rights to Zaltenibart [3] - Hewlett Packard Enterprise Company (NYSE:HPE) tumbled 8.6% to $22.85 despite reporting record revenue driven by AI demand, as restructuring costs compressed profit margins [3] - NIO Inc. (NYSE:NIO) fell 8.5% to $6.24 in pre-market trading [3] - Inventiva S.A. (NASDAQ:IVA) declined 7.5% to $5.06 after a 10% gain on Wednesday [3] - Bitfarms Ltd. (NASDAQ:BITF) fell 4.6% to $6.17 after announcing a $300 million convertible senior notes offering [3] - Rigetti Computing, Inc. (NASDAQ:RGTI) shares fell 4.8% to $53.66 amid concerns over leadership commitment after the CEO sold all shares following an options exercise [3] - Datavault AI Inc. (NASDAQ:DVLT) slipped 4.8% to $2.00 in pre-market trading [3]

Market Overview - U.S. stock futures were higher, with Dow futures gaining over 100 points on Thursday [1] Company-Specific Movements - Satellogic Inc. (NASDAQ:SATL) shares fell 13.1% to $3.60 in pre-market trading following a proposed public offering [1] - American Battery Technology Company (NASDAQ:ABAT) shares dipped 23.9% to $6.81 after the DOE terminated a grant [3] - Hyperfine, Inc. (NASDAQ:HYPR) shares decreased 14.1% to $1.89 due to preliminary third-quarter revenue results falling below estimates and a proposed public offering [3] - Omeros Corporation (NASDAQ:OMER) shares declined 9.2% to $9.45 after a significant 154% increase the previous day following Novo Nordisk's acquisition of its global rights to Zaltenibart [3] - Hewlett Packard Enterprise Company (NYSE:HPE) tumbled 8.6% to $22.85 despite reporting record revenue driven by AI demand, as restructuring costs compressed profit margins [3] - NIO Inc. (NYSE:NIO) fell 8.5% to $6.24 in pre-market trading [3] - Inventiva S.A. (NASDAQ:IVA) declined 7.5% to $5.06 after a 10% gain the previous day [3] - Bitfarms Ltd. (NASDAQ:BITF) fell 4.6% to $6.17 after announcing a $300 million convertible senior notes offering [3] - Rigetti Computing, Inc. (NASDAQ:RGTI) shares fell 4.8% to $53.66 following CEO Subodh K. Kulkarni's sale of 1,000,000 shares, raising concerns about leadership commitment [3] - Datavault AI Inc. (NASDAQ:DVLT) slipped 4.8% to $2.00 in pre-market trading [3]

Core Viewpoint - Satellogic Inc. has announced a public offering of 27,692,308 shares of Class A common stock at a price of $3.25 per share, aiming to raise approximately $90 million in gross proceeds before expenses [1][2] Group 1: Offering Details - The offering includes a 30-day option for underwriters to purchase an additional 4,153,846 shares on the same terms [1] - The expected closing date for the offering is around October 17, 2025, pending customary closing conditions [1] - The net proceeds from the offering will be used for general corporate purposes [2] Group 2: Underwriters and Management - Cantor and Titan Partners Group are serving as joint bookrunning managers for the offering, with Craig-Hallum and Northland Capital Markets as co-managers [2] Group 3: Company Background - Founded in 2010, Satellogic is a vertically integrated geospatial company focused on providing high-resolution Earth Observation data [5] - The company's mission is to democratize access to geospatial data to address global challenges such as climate change, energy supply, and food security [6] - Satellogic has a proven track record in satellite deployment and delivering high-quality data at competitive prices [7]

Core Viewpoint - Satellogic Inc. plans to offer and sell shares of its Class A common stock in an underwritten public offering, with a potential 30-day option for underwriters to purchase additional shares up to 15% of the offering total [1][2] Group 1: Offering Details - The offering is subject to market conditions, and there is no assurance regarding the completion, size, or terms of the offering [1] - The shares are being offered under a "shelf" registration statement previously filed with the SEC, with a preliminary prospectus supplement filed on October 15, 2025 [3] - The net proceeds from the offering are anticipated to be used for general corporate purposes [2] Group 2: Company Background - Founded in 2010, Satellogic is a vertically integrated geospatial company focused on providing high-resolution Earth Observation data [5] - The company's mission is to democratize access to geospatial data to address global challenges such as climate change, energy supply, and food security [6] - Satellogic has a proven track record in satellite deployment and delivering high-resolution data at competitive price points [7]

Core Insights - Satellogic is launching its NextGen satellite platform to meet the increasing global demand for AI-driven Earth Observation systems, featuring 30 cm-class resolution and real-time AI processing onboard [1][2][3] Group 1: Product Features and Capabilities - NextGen is designed with a non-ITAR framework, providing 30 cm-class resolution across all visible and multispectral bands, enabling near real-time analytics directly on orbit [2][4] - The platform allows for immediate detection of changes on the ground, facilitating timely responses to emerging threats or opportunities [2][3] - The first satellite of the NextGen series is expected to be operational by 2027, with existing agreements for delivery already in place [2] Group 2: Strategic Importance and Market Position - The CEO of Satellogic emphasized that as space becomes integral to global infrastructure, autonomous space programs are essential, positioning NextGen as a critical tool for national sovereignty [3] - NextGen will enhance Satellogic's vertically integrated constellation, supported by the Aleph platform for tasking, access, and delivery of high-resolution imagery and AI-generated insights [3][4] - The company aims to democratize access to geospatial data, addressing global challenges such as climate change, energy supply, and food security [7] Group 3: Commitment to Global Collaboration - The non-ITAR design of NextGen promotes international collaboration and regional production, allowing for customized integration with national space programs [4] - Satellogic is committed to enabling partners to build and operate sovereign constellations, providing independent control over observation capabilities [5]

Core Insights - Satellogic Inc. has entered a strategic multi-year partnership with Suhora, granting exclusive rights to provide its high-resolution Earth Observation data in India and Nepal, marking a significant expansion in market access [1][4] - The partnership aims to deliver high-frequency, high-resolution geospatial data, enabling government and commercial users to tackle pressing challenges with timely insights [2][3] Group 1: Partnership Details - The agreement is described as a seven-figure deal, emphasizing the financial commitment and strategic importance of the collaboration [1] - Suhora will utilize its local expertise to tailor the capabilities of Satellogic's satellite data to meet the specific needs of the Indian market [3] Group 2: Applications and Impact - The partnership is expected to enhance urban and infrastructure development, natural resource management, disaster response, and climate change mitigation in India [3] - The collaboration will democratize access to critical geospatial insights, providing cost-effective and high-capacity data to address national challenges [4] Group 3: Company Background - Satellogic, founded in 2010, is a vertically integrated geospatial company focused on providing accessible and affordable Earth Observation solutions [5] - The company aims to address global challenges such as climate change, energy supply, and food security through its high-resolution imaging technology [5] Group 4: Suhora Overview - Suhora Technologies, established in 2018, specializes in dual-use space-based Intelligence, Surveillance, and Reconnaissance solutions, integrating satellite imagery with AI-driven analytics [6] - The company supports defense forces, disaster agencies, and commercial sectors by transforming Earth Observation data into actionable intelligence [6]

Core Insights - Satellogic Inc. reported a 27% increase in revenue to $4.4 million for Q2 2025, alongside a 41% decrease in operating costs and expenses [1][5][4] - The company secured a $30 million contract for an AI-first satellite constellation and is leading Malaysia's Earth Observation Satellite Project [3][1] Financial Performance - Revenue for Q2 2025 increased by $0.9 million, or 27%, compared to Q2 2024, driven by higher imagery orders and Space Systems revenue [5][4] - Cost of sales decreased by $0.1 million, or 5%, to $1.2 million, with a cost of sales percentage of 27% in Q2 2025 compared to 36% in Q2 2024 [5][4] - Selling, General and Administrative expenses fell by $4.2 million, or 44%, to $5.4 million in Q2 2025 [5][4] - Engineering expenses decreased by $2.0 million, or 46%, to $2.3 million for Q2 2025 [10][4] - Net loss for Q2 2025 decreased by $11.4 million to $6.7 million compared to Q2 2024 [10][4] Cash Flow and Liquidity - Cash on hand at the end of Q2 2025 was $32.6 million, up from $22.5 million at the end of 2024, providing ample liquidity for operations [4][10] - Net cash used in operating activities was $4.3 million for Q2 2025, significantly down from $13.8 million in Q2 2024 [10][4] Strategic Developments - The company is focused on delivering unique, sovereign solutions and technology transfer capabilities to its customers [3][1] - Satellogic aims to democratize access to geospatial data, addressing global challenges such as climate change and food security [13][12]

[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) Forward-looking statements are subject to inherent risks and uncertainties, potentially causing actual results to differ - Forward-looking statements are based on current expectations and beliefs, but actual results may differ materially due to inherent risks, uncertainties, and assumptions[9](index=9&type=chunk) - Key risk factors include the ability to generate expected revenue, market acceptance of **EO services**, dependence on third parties (e.g., SpaceX), capital intensity, and geopolitical uncertainties[10](index=10&type=chunk)[13](index=13&type=chunk) - The company assumes no obligation to update or revise forward-looking statements[12](index=12&type=chunk) [Part I - Financial Information](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements and Supplemental Data](index=7&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTAL%20DATA) This section presents Satellogic Inc.'s unaudited condensed consolidated financial statements and detailed notes [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenue increased, but net loss varied across periods, primarily due to changes in the fair value of financial instruments | Metric (in thousands of U.S. dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenue | $4,440 | $3,501 | $7,827 | $6,829 | | Total costs and expenses | $10,725 | $18,178 | $23,627 | $36,104 | | Operating loss | $(6,285) | $(14,677) | $(15,800) | $(29,275) | | Total other (expense) income, net | $(407) | $(3,069) | $(22,758) | $(2,216) | | Net loss available to stockholders | $(6,652) | $(18,101) | $(39,233) | $(33,279) | | Basic net loss per share | $(0.06) | $(0.20) | $(0.39) | $(0.37) | - Revenue increased by **27%** for the three months and **15%** for the six months ended June 30, 2025, compared to the prior year[16](index=16&type=chunk) - Net loss decreased by **63%** for the three months ended June 30, 2025, but increased by **18%** for the six months ended June 30, 2025, primarily due to a significant negative change in the fair value of financial instruments[16](index=16&type=chunk) [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and liabilities increased, leading to a larger stockholders' deficit, driven by cash and convertible notes | Metric (in thousands of U.S. dollars) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Total assets | $73,846 | $61,691 | | Total liabilities | $141,959 | $114,723 | | Total stockholders' (deficit) equity | $(68,113) | $(53,032) | | Cash and cash equivalents | $32,569 | $22,493 | | Secured Convertible Notes at fair value | $97,710 | $79,070 | | Warrant liabilities | $13,757 | $11,511 | - Total assets increased by **$12.155 million**, or **19.7%**, from December 31, 2024, to June 30, 2025[19](index=19&type=chunk) - Total liabilities increased by **$27.236 million**, or **23.7%**, primarily due to the **Secured Convertible Notes** and warrant liabilities[19](index=19&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Stockholders' deficit increased due to net losses, partially offset by proceeds from stock issuances | Metric (in thousands of U.S. dollars) | December 31, 2024 | June 30, 2025 | | :------------------------------------ | :---------------- | :------------ | | Total stockholders' (deficit) equity | $(53,032) | $(68,113) | | Net loss | $(400,105) | $(439,338) | | Additional paid-in capital | $356,247 | $379,393 | | Issuance of Common Stock under ATM Program | — | $2,584 | | Issuance of Class A Common Stock under Registered Direct Offering | — | $18,769 | - Net loss contributed **$(39,233) million** to the accumulated deficit for the six months ended June 30, 2025[22](index=22&type=chunk) - Additional paid-in capital increased by **$23.146 million**, mainly from the **Registered Direct Offering** (**$18.769 million**) and **ATM Program** (**$2.584 million**)[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash used in operating activities significantly decreased, while financing activities provided substantial cash | Cash Flow Activity (in thousands of U.S. dollars) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(9,064) | $(23,891) | | Net cash used in investing activities | $(2,689) | $(3,320) | | Net cash provided by financing activities | $21,430 | $27,361 | | Net increase in cash, cash equivalents and restricted cash | $9,677 | $150 | - Net cash used in operating activities decreased by **62.1%** from **$23.891 million** in H1 2024 to **$9.064 million** in H1 2025[25](index=25&type=chunk) - Net cash provided by financing activities was **$21.430 million** in H1 2025, primarily from stock issuances, compared to **$27.361 million** in H1 2024, which included proceeds from **Secured Convertible Notes**[25](index=25&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information supporting the condensed consolidated financial statements, covering business nature, accounting policies, and financial instruments [Note 1. Nature of the Business and Basis of Presentation](index=13&type=section&id=1.%20Nature%20of%20the%20Business%20and%20Basis%20of%20Presentation) Satellogic aims to build a planetary analytics platform but faces a 'going concern' warning due to insufficient liquidity - **Satellogic's** strategy is to build a planetary scale analytics platform based on a proprietary satellite constellation for insights from images and information, with a focus on multi-temporal analysis and high frequency of revisits[31](index=31&type=chunk) - The company completed its **Domestication** to a Delaware corporation on March 26, 2025[29](index=29&type=chunk) - The company has an accumulated deficit of **$439.3 million** as of June 30, 2025, and its current cash and cash equivalents of **$32.6 million** are not sufficient to fund operations for the next **one year**, raising **substantial doubt** about its ability to continue as a **going concern**[36](index=36&type=chunk)[46](index=46&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=16&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) Key accounting policies cover credit risk, asset impairment, foreign currency, and leases, highlighting customer concentration - As of June 30, 2025, three customers accounted for **60%** of accounts receivable, and four customers accounted for more than **10%** of revenue, totaling **$6.1 million** for the six months ended June 30, 2025[52](index=52&type=chunk)[54](index=54&type=chunk) - Lease expense decreased due to the termination of a facility lease in the Netherlands in 2024, but lease obligations and right-of-use assets increased in H1 2025 due to new ground station antenna leases[60](index=60&type=chunk) | Metric (in thousands of U.S. dollars) | June 30, 2025 | June 30, 2024 | | :------------------------------------ | :------------ | :------------ | | Allowance for credit losses (beginning of year) | $148 | $126 | | Provision | $(8) | $47 | | Write offs | $(11) | — | | Recoveries collected | $(41) | $(59) | | Allowance for credit losses (end of period) | $88 | $114 | [Note 3. Accounting Standards Updates](index=18&type=section&id=3.%20Accounting%20Standards%20Updates) This note discusses recently issued accounting standards not yet adopted, including updates on income tax and expense disaggregation - **ASU No. 2023-09** (Income Taxes) requires consistent categories and greater disaggregation of income tax disclosures, effective for annual periods beginning after December 15, 2024[66](index=66&type=chunk) - **ASU 2024-03** (Expense Disaggregation Disclosures) requires footnote disclosure of specific natural expenses (e.g., employee compensation, depreciation) within income statement captions, effective for fiscal years beginning after December 15, 2026[67](index=67&type=chunk) - **ASU 2024-04** (Debt with Conversion and Other Options) provides guidance on induced conversion or extinguishment accounting for convertible debt, effective for annual periods beginning after December 15, 2025[68](index=68&type=chunk) [Note 4. Segment Information](index=19&type=section&id=4.%20Segment%20Information) The company operates as a single segment, with revenue from **Asset Monitoring**, **CaaS**, and **Space Systems**, primarily in the U.S - The company operates as one operating segment, with the CEO as the chief operating decision maker[70](index=70&type=chunk) | Revenue by Business Line (in thousands of U.S. dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Asset Monitoring | $3,544 | $2,964 | $6,165 | $5,148 | | Constellation as a Service ("CaaS") | $412 | $412 | $824 | $824 | | Space Systems | $484 | $125 | $838 | $857 | | Total Revenue | $4,440 | $3,501 | $7,827 | $6,829 | | Revenue by Geographic Area (in thousands of U.S. dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | U.S. | $3,359 | $2,411 | $5,920 | $3,987 | | Albania | $412 | $412 | $824 | $824 | | India | $10 | $124 | $23 | $856 | | All Other | $659 | $554 | $1,060 | $1,162 | | Total | $4,440 | $3,501 | $7,827 | $6,829 | [Note 5. Revenue from Contracts with Customers](index=20&type=section&id=5.%20Revenue%20from%20Contracts%20with%20Customers) This note details revenue recognition policies, disaggregating revenue by business line, timing, and geography | Revenue by Timing (in thousands of U.S. dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Over time | $878 | $536 | $1,633 | $1,680 | | Point-in time | $3,562 | $2,965 | $6,194 | $5,149 | | Total revenue | $4,440 | $3,501 | $7,827 | $6,829 | | Remaining Performance Obligations (in thousands of U.S. dollars) | Within 1 Year | Years 1-2 | Years 2-3 | Thereafter | | :--------------------------------------------------------------- | :------------ | :-------- | :-------- | :--------- | | Total | $8,478 | $3,165 | $7,000 | $24,000 | - Contract liabilities increased to **$6.471 million** as of June 30, 2025, from **$5.871 million** at December 31, 2024, primarily due to collections from a new customer for performance obligations to be satisfied in 2025[78](index=78&type=chunk) [Note 6. Warrant Liabilities](index=21&type=section&id=6.%20Warrant%20Liabilities) Total warrant liabilities increased due to changes in fair value for **Liberty**, **PIPE**, and **$8.63 Warrants** | Warrant Type (in thousands of U.S. dollars) | December 31, 2024 | June 30, 2025 | | :------------------------------------------ | :---------------- | :------------ | | Liberty Warrants and Liberty Advisory Fee Warrant | $8,012 | $9,687 | | PIPE Warrant | $471 | $521 | | $8.63 Warrants | $3,028 | $3,549 | | Total Warrant Liabilities | $11,511 | $13,757 | - The fair value of **Liberty Warrants** and **Liberty Advisory Fee Warrant** was remeasured to **$9.7 million** as of June 30, 2025, and will expire on February 10, 2027[84](index=84&type=chunk) - The fair value of the **PIPE Warrant** was remeasured to **$0.5 million** as of June 30, 2025, and will expire on January 25, 2027[86](index=86&type=chunk) [Note 7. Earnout Liabilities](index=23&type=section&id=7.%20Earnout%20Liabilities) **Sponsor Earnout** liability increased due to fair value changes, remaining unvested as stock price targets were not met | Metric (in thousands of U.S. dollars) | December 31, 2024 | June 30, 2025 | | :------------------------------------ | :---------------- | :------------ | | Sponsor Earnout | $1,501 | $1,854 | | Change in fair value of financial instruments | — | $353 | - The **Sponsor Earnout** of **1,775,962** shares of **Class A common stock** remains unvested as the stock price triggering events (**$12.50**, **$15.00**, and **$20.00** per share) were not satisfied during the six months ended June 30, 2025[92](index=92&type=chunk) [Note 8. Property and Equipment](index=23&type=section&id=8.%20Property%20and%20Equipment) Net property and equipment decreased due to depreciation, with Uruguay holding the majority of these assets | Property and Equipment (in thousands of U.S. dollars) | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :------------ | :---------------- | | Satellites and other equipment | $29,644 | $30,668 | | Satellites under construction | $15,653 | $14,458 | | Total property and equipment | $52,277 | $52,334 | | Less: Accumulated depreciation | $(27,461) | $(25,106) | | Property and equipment, net | $24,816 | $27,228 | | Property and Equipment by Geography (in thousands of U.S. dollars) | June 30, 2025 | December 31, 2024 | | :----------------------------------------------------------------- | :------------ | :---------------- | | Uruguay | $30,776 | $26,833 | | Argentina | $358 | $392 | | Spain | $7 | $746 | | Other countries | $10 | $134 | | Total | $31,151 | $28,105 | [Note 9. Additional Financial Statement Information](index=24&type=section&id=9.%20Additional%20Financial%20Statement%20Information) This note provides supplementary details on prepaid expenses, other assets, accrued expenses, and interest income | Metric (in thousands of U.S. dollars) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Prepaid expenses | $2,221 | $2,892 | | OS Warrants | $649 | $322 | | Total prepaid expenses and other current assets | $3,731 | $3,907 | | Metric (in thousands of U.S. dollars) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Payroll and benefits payable | $2,960 | $2,286 | | Advisory Fee cash payable | $7,500 | $7,500 | | Total accrued expenses and other liabilities | $12,673 | $12,137 | | Interest Income, Net (in thousands of U.S. dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Total | $285 | $307 | $462 | $511 | [Note 10. Income Tax](index=24&type=section&id=10.%20Income%20Tax) This note discusses the company's income tax position, effective tax rate, and the impact of the **'One Big Beautiful Bill Act' (OBBBA)** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Total loss before income tax | $(6,692) | $(17,746) | $(38,558) | $(31,491) | | Income tax (benefit) expense | $(40) | $355 | $675 | $1,788 | | Effective tax provision rate | **0.6%** | (**2.0%**) | (**1.8%**) | (**5.7%**) | - The effective tax rate for the six months ended June 30, 2025, was (**1.8%**), primarily impacted by the location of income, a full deferred tax asset valuation allowance, and interest/penalties related to uncertain tax positions[98](index=98&type=chunk) - The **'One Big Beautiful Bill Act' (OBBBA)**, enacted on July 4, 2025, introduces significant tax law changes, and the company is assessing its potential impacts[99](index=99&type=chunk) [Note 11. Stock-based Compensation](index=25&type=section&id=11.%20Stock-based%20Compensation) This note summarizes stock option and RSU activity, showing a decrease in options but an increase in unvested RSUs | Stock Option Activity | Number of Options | Weighted-Average Exercise Price | | :-------------------- | :---------------- | :------------------------------ | | Outstanding at December 31, 2024 | 3,234,296 | $1.50 | | Exercised | (1,236,659) | $1.08 | | Outstanding at June 30, 2025 | 1,995,277 | $1.78 | | RSU Activity | Number of RSUs | Weighted Average Grant-Date Value | | :------------- | :------------- | :-------------------------------- | | Outstanding unvested RSUs at December 31, 2024 | 2,893,396 | $1.40 | | Granted during the year | 2,059,382 | $3.54 | | Vested during the year | (1,178,430) | $1.28 | | Outstanding unvested RSUs at June 30, 2025 | 3,564,199 | $2.64 | [Note 12. Net Loss Per Share](index=26&type=section&id=12.%20Net%20Loss%20Per%20Share) Basic and diluted net loss per share remained consistent due to the anti-dilutive effect of all potential common shares | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net loss attributable to holders of Common Stock | $(6,652) | $(18,101) | $(39,233) | $(33,279) | | Basic weighted-average shares outstanding | 103,206,882 | 90,678,183 | 99,949,214 | 90,504,845 | | Basic net loss per share | $(0.06) | $(0.20) | $(0.39) | $(0.37) | | Diluted net loss per share | $(0.06) | $(0.20) | $(0.39) | $(0.37) | - All potential common shares, including warrants, earnout shares, stock options, restricted stock units, and shares convertible from **Secured Convertible Notes**, were anti-dilutive and thus not included in the diluted EPS calculation[101](index=101&type=chunk)[102](index=102&type=chunk) | Anti-Dilutive Securities | Three and Six Months Ended June 30, 2025 | Three and Six Months Ended June 30, 2024 | | :----------------------- | :--------------------------------------- | :--------------------------------------- | | Warrants | 49,184,815 | 49,184,915 | | Sponsor earnout shares | 1,775,962 | 1,775,962 | | Stock options | 1,995,277 | 4,702,325 | | Restricted stock units | 3,564,199 | 3,017,253 | | Shares convertible from Secured Convertible Notes | 25,000,000 | 25,000,000 | | Total | 81,520,253 | 83,680,455 | [Note 13. Fair Value Measurements and Financial Instruments](index=27&type=section&id=13.%20Fair%20Value%20Measurements%20and%20Financial%20Instruments) This note outlines the fair value hierarchy for financial instruments, detailing valuation methods and unobservable inputs | Financial Instruments (in thousands of U.S. dollars) | Level 1 (June 30, 2025) | Level 3 (June 30, 2025) | Level 1 (December 31, 2024) | Level 3 (December 31, 2024) | | :--------------------------------------------------- | :---------------------- | :---------------------- | :-------------------------- | :-------------------------- | | OS Warrants | — | $649 | — | $322 | | $8.63 Warrants liability | $3,549 | — | $3,028 | — | | PIPE Warrant liability | — | $521 | — | $471 | | Liberty Warrants and Liberty Advisory Fee Warrant liability | — | $9,687 | — | $8,012 | | Sponsor Earnout liability | — | $1,854 | — | $1,501 | | Secured Convertible Notes | — | $97,710 | — | $79,070 | - The fair values of **OS Warrants**, **PIPE Warrant**, **Liberty Warrants**, **Liberty Advisory Fee Warrant**, and **Sponsor Earnout** are estimated using Black-Scholes or Monte Carlo models, with significant unobservable inputs including volatility and time to expiry[103](index=103&type=chunk)[105](index=105&type=chunk) - The fair value of **Secured Convertible Notes** is determined using the 'with' method, with inputs including credit spread (**25.00%** to **37.50%**), volatility (**50%**), and risk-free rate (**3.7%**)[105](index=105&type=chunk) [Note 14. Related Parties](index=29&type=section&id=14.%20Related%20Parties) This note discloses transactions with equity method investee **OS** and commissions paid to **CF&Co.** for financing services - Purchases from equity method investee **Officina Stellare S.p.A. (OS)** totaled **$0.2 million** for the six months ended June 30, 2025, with **$0.2 million** owed to **OS** at period-end[108](index=108&type=chunk) - **CF&Co.** receives a **3.0%** commission on gross sales under the **ATM Program** and a **4.0%** cash fee on aggregate gross proceeds from the **Registered Direct Offering**[109](index=109&type=chunk)[110](index=110&type=chunk) [Note 15. Secured Convertible Notes](index=30&type=section&id=15.%20Secured%20Convertible%20Notes) This note details **Secured Convertible Notes**, including principal, interest, conversion features, and fair value option election | Metric (in thousands of U.S. dollars) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Secured Convertible Notes | $97,710 | $79,070 | - The **Secured Convertible Notes** have an aggregate principal amount of **$30.0 million**, bear interest at **SOFR** plus **6.50%** per annum (**10.70%** as of June 30, 2025), and mature on April 12, 2028[111](index=111&type=chunk)[113](index=113&type=chunk) - The notes are convertible into **Class A common stock** at an initial conversion price of **$1.20** per share and are secured by substantially all of the company's and its subsidiaries' assets[112](index=112&type=chunk)[111](index=111&type=chunk) [Note 16. Commitments and Contingencies](index=31&type=section&id=16.%20Commitments%20and%20Contingencies) The company has no material legal claims but significant future purchase commitments for satellite launch services - The company is not aware of any contingent liabilities that should be reflected in the Condensed Consolidated Financial Statements as of June 30, 2025, and December 31, 2024[118](index=118&type=chunk) - Future purchase commitments under non-cancellable launch service contracts total **$10.7 million** through 2028, with approximately **$0.5 million** due in 2025[119](index=119&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial condition, operating results, non-GAAP measures, liquidity, and critical accounting policies [Company Overview](index=32&type=section&id=Company%20Overview) **Satellogic** is a vertically integrated geospatial company building a scalable **EO** platform with a **200**-satellite vision - **Satellogic** is the first vertically integrated geospatial company, building a scalable, fully automated **Earth Observation (EO)** platform[122](index=122&type=chunk) - The company's operating model provides significant cost advantages, enabling satellite production and launch for less than **one-tenth** the cost of competitors, and captures approximately **10x** more imagery[123](index=123&type=chunk) - As of June 30, 2025, the company had **21** commercial satellites in orbit (**20** operational), with a long-term vision to reach approximately **200** satellites for daily planetary remaps[123](index=123&type=chunk) - Business lines include **Asset Monitoring** (predictable revenue, **D&I customers**), **Constellation as a Service (CaaS)** (recurring government/**D&I** revenue), and **Space Systems** (satellite sales and support)[124](index=124&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) [Key Factors Affecting Operating Results](index=33&type=section&id=Key%20Factors%20Affecting%20Operating%20Results) Performance is influenced by competitive advantages, long sales cycles, customer concentration, and capital intensity - Key opportunities include continued adoption of high-resolution **EO** images, especially with U.S. government **D&I customers**, and increased market adoption of next-generation high-resolution **space system** sales[130](index=130&type=chunk) - Challenges include long and complex sales cycles (especially for government contracts), dependence on a small number of customers for a large portion of revenue, and the capital-intensive nature of improving technology and launching new satellites[130](index=130&type=chunk)[131](index=131&type=chunk) - The **Domestication** is expected to provide greater visibility to investors and customers, particularly for U.S. government **D&I**-related contracts[132](index=132&type=chunk) [Key Components of Results of Operations](index=33&type=section&id=Key%20Components%20of%20Results%20of%20Operations) This section defines revenue sources, cost of sales, expenses, and the impact of fair value changes on financial results - Revenue is derived from **Asset Monitoring** (point-in-time), **CaaS** (over time), and **Space Systems** (point-in-time)[136](index=136&type=chunk)[137](index=137&type=chunk) - Cost of sales includes direct costs for ground stations, cloud/infrastructure, and digital image processing[138](index=138&type=chunk) - Changes in fair value of financial instruments (**Secured Convertible Notes**, warrant liabilities, earnout liabilities) are recorded in the income statement, including interest expense on **Secured Convertible Notes** due to the fair value option election[143](index=143&type=chunk) - Other (expense) income, net, primarily consists of foreign exchange gains and losses and gains/losses on disposal of property and equipment[144](index=144&type=chunk) [Results of Operations - Three Months Ended June 30, 2025 and 2024](index=35&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Revenue increased, total costs decreased, and net loss improved due to reduced expenses and fair value changes | Metric (in thousands of U.S. dollars) | 2025 | 2024 | $ Change | % Change | | :------------------------------------ | :------- | :------- | :------- | :------- | | Revenue | $4,440 | $3,501 | $939 | **27%** | | Total costs and expenses | $10,725 | $18,178 | $(7,453) | (**41%**) | | Operating loss | $(6,285) | $(14,677) | $8,392 | (**57%**) | | Net loss | $(6,652) | $(18,101) | $11,449 | (**63%**) | - Revenue growth was driven by a **$0.6 million** increase in **Asset Monitoring** and a **$0.4 million** increase in **Space Systems** revenue[149](index=149&type=chunk) - Selling, general and administrative expenses decreased by **$4.2 million** (**44%**), mainly due to lower professional fees (including those related to **Secured Convertible Notes**) and workforce reductions[151](index=151&type=chunk) - Engineering expenses decreased by **$2.0 million** (**46%**), primarily due to workforce reductions and expense control measures[152](index=152&type=chunk) - Depreciation expense decreased by **$1.3 million** (**40%**) as nine satellites launched in Q2 2022 became fully depreciated[153](index=153&type=chunk) - A positive change in fair value of financial instruments of **$4.0 million** contributed to the reduced net loss, compared to a **$4.3 million** loss in the prior year, influenced by the **Class A common stock** trading price[155](index=155&type=chunk) [Results of Operations - Six Months Ended June 30, 2025 and 2024](index=37&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Revenue increased and costs decreased, but net loss rose due to a significant negative change in financial instrument fair value | Metric (in thousands of U.S. dollars) | 2025 | 2024 | $ Change | % Change | | :------------------------------------ | :-------- | :-------- | :-------- | :------- | | Revenue | $7,827 | $6,829 | $998 | **15%** | | Total costs and expenses | $23,627 | $36,104 | $(12,477) | (**35%**) | | Operating loss | $(15,800) | $(29,275) | $13,475 | (**46%**) | | Net loss | $(39,233) | $(33,279) | $(5,954) | **18%** | - Revenue growth was primarily driven by a **$1.0 million** increase in imagery ordered by **Asset Monitoring** customers[160](index=160&type=chunk) - Selling, general and administrative expenses decreased by **$7.1 million** (**37%**), mainly due to lower professional fees (including those related to **Secured Convertible Notes** and advisory fees) and workforce reductions[162](index=162&type=chunk) - Engineering expenses decreased by **$3.9 million** (**44%**), primarily due to workforce reductions and expense control measures[163](index=163&type=chunk) - A negative change in fair value of financial instruments of **$17.6 million** (totaling **$22.7 million** loss) significantly impacted the net loss, compared to a **$5.0 million** loss in the prior year, primarily due to the rise in **Class A common stock** trading price[166](index=166&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP measures like **EBITDA**, **Adjusted EBITDA**, and **Free Cash Flow** to **GAAP** metrics - Non-GAAP **EBITDA** is defined as net loss excluding interest, income taxes, depreciation, and amortization[170](index=170&type=chunk) - Non-GAAP **Adjusted EBITDA** further adjusts **EBITDA** for other (expense) income, net, changes in fair value of financial instruments, stock-based compensation, and professional fees related to **Secured Convertible Notes**[171](index=171&type=chunk) - Non-GAAP **Free Cash Flow** is defined as net cash used in operating activities less payments for capital expenditures[172](index=172&type=chunk) | Non-GAAP Metric (in thousands of U.S. dollars) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net loss available to stockholders | $(6,652) | $(18,101) | $(39,233) | $(33,279) | | EBITDA (non-GAAP) | $(4,841) | $(14,643) | $(34,020) | $(25,534) | | Adjusted EBITDA (non-GAAP) | $(3,573) | $(10,029) | $(9,629) | $(19,152) | | Net cash used in operating activities | $(4,342) | $(13,776) | $(9,064) | $(23,891) | | Free Cash Flow (non-GAAP) | $(5,118) | $(15,168) | $(11,753) | $(27,225) | [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces a '**going concern**' warning due to accumulated deficits and requires additional capital for operations - As of June 30, 2025, the company had **$32.6 million** in cash and cash equivalents and an accumulated deficit of **$439.3 million**[179](index=179&type=chunk)[180](index=180&type=chunk) - Net cash used in operating activities was **$9.1 million** for the six months ended June 30, 2025[180](index=180&type=chunk) - Recent financing activities include **$27.6 million** net proceeds from **Secured Convertible Notes** (April 2024), **$10.0 million** from a private placement of **Class A common stock** (December 2024), **$3.1 million** from the **ATM Program** (H1 2025), and **$18.8 million** net proceeds from a **Registered Direct Offering** (April 2025)[182](index=182&type=chunk)[185](index=185&type=chunk)[187](index=187&type=chunk)[189](index=189&type=chunk) - Management believes there is '**substantial doubt**' about the company's ability to continue as a **going concern** for **one year** from the financial statement issuance date without additional capital[191](index=191&type=chunk) [Cash Flows Summary](index=43&type=section&id=Cash%20Flows%20Summary) Cash used in operating activities decreased significantly, while financing activities provided substantial cash | Cash Flow Activity (in thousands of U.S. dollars) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash flows used in operating activities | $(9,064) | $(23,891) | | Net cash flows used in investing activities | $(2,689) | $(3,320) | | Net cash flows provided by financing activities | $21,430 | $27,361 | | Net change in cash, cash equivalents and restricted cash | $9,677 | $150 | - The decrease in cash used in operating activities was primarily due to adjustments for non-cash items and changes in working capital, including improved accounts receivable collection[197](index=197&type=chunk)[198](index=198&type=chunk) - Net cash provided by financing activities was mainly from stock issuances under the **Registered Direct Offering** and **ATM Program**, and exercise of stock options[201](index=201&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies include revenue recognition, asset impairment, fair value, and income taxes, with no material changes - Critical accounting policies and estimates include revenue recognition, impairment of assets, fair value of financial instruments, and income taxes[203](index=203&type=chunk) - There have been no material changes to these critical accounting policies and estimates during the three months ended June 30, 2025[204](index=204&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=44&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) The company maintains **EGC** and **SRC** status, allowing for extended accounting transition periods and reduced disclosures - The company is an '**emerging growth company**' and has elected to take advantage of the extended transition period for new or revised financial accounting standards[206](index=206&type=chunk) - As an **EGC**, the company is exempt from auditor's attestation report on internal controls (**Section 404(b) SOX**) and certain **PCAOB** requirements[207](index=207&type=chunk) - The company is also a '**smaller reporting company**,' which allows for reduced disclosure obligations, including presenting only two most recent fiscal years of audited financial statements and reduced executive compensation disclosures[209](index=209&type=chunk)[210](index=210&type=chunk) [Recent Accounting Pronouncements](index=45&type=section&id=Recent%20Accounting%20Pronouncements) Information on recent accounting pronouncements and their potential impact is provided in Note 3 - Information on recent accounting pronouncements, their adoption timing, and potential impact is provided in Note 3 to the Condensed Consolidated Financial Statements[211](index=211&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section states that there are no quantitative and qualitative disclosures about market risk applicable - This item is not applicable[212](index=212&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) CEO and CFO concluded disclosure controls were effective, with no material changes to internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2025[214](index=214&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2025[215](index=215&type=chunk) [Part II - Other Information](index=45&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=45&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company does not believe any pending legal proceedings would be material to its business or financial condition - The company does not believe any currently pending legal claims, lawsuits, or proceedings would be material to its business or financial condition[217](index=217&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the 2024 Annual Report on **Form 10-K** - No material changes to the risk factors previously disclosed in the **2024 Annual Report**[218](index=218&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There are no unregistered sales of equity securities or use of proceeds to report for the period - This item is not applicable[219](index=219&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There are no defaults upon senior securities to report for the period - This item is not applicable[220](index=220&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) There are no mine safety disclosures applicable to the company for the reporting period - This item is not applicable[221](index=221&type=chunk) [Item 5. Other Information](index=46&type=section&id=ITEM%205.%20OTHER%20INFORMATION) CEO Emiliano Kargieman adopted a **Rule 10b5-1 Trading Plan** for the sale of up to **2,000,000** shares - CEO Emiliano Kargieman adopted a **Rule 10b5-1 Trading Plan** on June 23, 2025, for the sale of up to **2,000,000** shares of common stock[222](index=222&type=chunk) - The CEO's trading plan has a term expiring on September 10, 2026[222](index=222&type=chunk) [Item 6. Exhibits](index=46&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the **Form 10-Q**, including various agreements and certifications - Key exhibits include the Second Amended and Restated Sales Agreement, Securities Purchase Agreement, Placement Agent Agreement, and Certifications of CEO and CFO[224](index=224&type=chunk) [Signatures](index=48&type=section&id=SIGNATURES) This section contains the formal signatures for the Quarterly Report on **Form 10-Q**, confirming its submission - The report was signed by Rick Dunn, Chief Financial Officer, on August 12, 2025[227](index=227&type=chunk)