Financial Performance - For the three months ended September 30, 2025, the company reported revenues of $295,357, with a cost of goods sold of $219,939, resulting in a net loss of $19,349,120[146][149]. - For the nine months ended September 30, 2025, the company generated revenues of $808,972 and incurred a net loss of $49,227,634[154][157]. - The total operating expenses for the three months ended September 30, 2025, were $19,243,743, a significant increase of $17,173,394 compared to $2,070,349 for the same period in 2024[147][153]. - The company incurred $18,288,430 in settlement expenses for the nine months ended September 30, 2025, impacting its overall financial performance[156][157]. - For the nine months ended September 30, 2025, total operating expenses increased to $30,723,778 from $7,605,307 in 2024, reflecting a change of $23,058,021[162]. - Cash used in operating activities for the nine months ended September 30, 2025, was $4,390,720, with a net loss from continuing operations of $49,227,634[167]. - As of September 30, 2025, the company had negative working capital of $1,408,859, with $1,340,186 in cash and $1,442,605 in inventory[163]. - Non-current liabilities included $4,537,552 in convertible debt at fair value and $2,500,000 in the form of a promissory note[164]. Operating Expenses - Share-based compensation accounted for $17,192,340 of the total operating expenses for the three months ended September 30, 2025, reflecting large issuances to employees and contractors[147][153]. - Share-based compensation rose significantly to $25,105,979 in 2025 from $4,212,809 in 2024, an increase of $20,893,170[162]. Business Operations and Strategy - The company has over 1,400 preorders as of September 30, 2025, and began fulfilling orders in the first quarter of 2025[140]. - The company launched its flagship store at the LAX/Metro Transit Station on June 6, 2025, marking a significant milestone in its market expansion[140]. - The company has established a full assembly production facility in Las Vegas, Nevada, to meet market demand for its autonomous store technology[139]. - The company’s business model leverages advanced technologies such as AI and robotics to create a fully autonomous shopping experience, aiming to revolutionize retail[133][139]. - The company has faced challenges in establishing successful business operations due to its limited operating history and incurred a net loss since inception[141]. Funding and Financial Needs - The company generated $5,034,595 from financing activities, including $3,500,000 from warrant issuance and $795,891 from crowdfunding[169]. - The company expects operating cash requirements and contractual obligations to total $4,599,358 over the next 12 months, indicating a need for additional financing[176]. - The company anticipates ongoing funding needs to support growth and expansion, dependent on securing additional financing[176]. - The planned equity raise is expected to materially change the mix of capital resources, reducing reliance on debt facilities[174]. Research and Development - Research and development expenses for the nine months ended September 30, 2025, included costs related to the assembly of flagship stores and capitalized software[168].

Company Operations and Workforce - Adient operates approximately 200 manufacturing, assembly, or sequencing facilities across 29 countries, employing over 65,000 people[12][14]. - Adient's global workforce consists of approximately 65,000 employees, with 41% identifying as female and 54% of U.S. employees as ethnic minorities[51]. - 99% of Adient's salaried workforce completed the annual Ethics Policy certification in fiscal year 2025[49]. - 98% of Adient's facilities are third-party audited and certified for health and safety management systems[52]. Technology and Innovation - Adient's investment in technology includes automation and artificial intelligence to reduce labor costs and improve accuracy[17]. - The company has developed a comprehensive energy management toolkit to help reduce energy use and related emissions[47]. - Adient is likely to pursue new product development and technological advancements, as indicated by the diverse backgrounds of its executives in manufacturing and operations[61]. Market Position and Strategy - The company focuses on long-term relationships with leading global OEMs, enhancing its ability to grow alongside them[13][18]. - Adient aims to expand its market share in seating and seating components, leveraging its strong relationships with global OEM customers[26]. - Adient's strong market position in China includes 37 manufacturing locations in 22 cities, supported by partnerships with major auto groups[24]. - The competitive landscape includes traditional seating suppliers and component specialists, with Adient's vertical integration providing a competitive edge[35]. Sustainability and Environmental Goals - Adient aims to reduce its scope 1 and 2 greenhouse gas emissions by 75% by 2030, using 2019 as the base year[45]. - The company aspires to achieve carbon neutrality at its manufacturing sites for scope 1 and 2 emissions by 2040[45]. - Adient has set a goal to source 100% of the electricity consumed at its manufacturing sites from renewable sources by 2035[46]. - Adient is working to reduce scope 3 emissions by 35% by 2030, with 2019 as the base year[48]. - The Pure Ergonomics seat developed by Adient achieves a 5% reduction in weight and contains 46% recycled content compared to conventional models[48]. Operational Efficiency and Management - The company focuses on operational efficiencies through standardized manufacturing processes, optimizing inventory, and reducing costs[15]. - Adient's Core Product Portfolio strategy aims to sustain market success by leveraging modular and scalable systems[21]. - Adient's health and safety management system is certified to the ISO 45001 standard, with 100% of facilities internally audited for compliance[52]. - The company has implemented a five-year global water management strategy to reduce water consumption and enhance operational resilience[47]. Leadership and Governance - Adient's leadership team includes experienced executives with backgrounds in operations, finance, and legal, enhancing the company's strategic direction[61][62][67]. - The company's commitment to continuous improvement and best practices is reflected in its executive roles, which may enhance operational efficiency[61]. - Adient's strategic focus on legal and human resources management suggests an emphasis on compliance and workforce development[67]. - The leadership team has a combined experience in major automotive companies, which may provide competitive advantages in market positioning and operational excellence[62][65].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $165,713, with $1,227 from formation and operating costs offset by $164,486 from investment income [115]. - For the nine months ended September 30, 2025, the company had a net income of $156,367, consisting of a loss of $472,179 from formation and operating costs, offset by $628,546 from investment income [115]. IPO and Fundraising - The company completed its IPO on January 4, 2023, raising gross proceeds of $60,000,000 from 6,000,000 units sold at $10.00 per unit [117]. - The Company raised a total of $3,705,000 from the sale of 370,500 Private Placement Units at $10.00 per unit on January 4, 2023 [137]. - An additional $9,000,000 was generated from the underwriters exercising their over-allotment option by purchasing 900,000 Units at $10.00 per unit on January 6, 2023 [138]. Trust Account and Cash Management - Following the IPO, the company held $70,242,000 in a Trust Account, with $16,023,769 in marketable securities as of September 30, 2025 [119]. - In connection with the second shareholder meeting, approximately $38,852,320.60 was redeemed from the Trust Account, leaving approximately $15,240,284 remaining [126]. - The net proceeds from the IPO are invested in U.S. government treasury securities, minimizing exposure to interest rate risk [130]. Business Combination and Extensions - The company has extended the deadline for completing a business combination to October 4, 2025, with provisions for up to nine one-month extensions [125]. - The Company extended the deadline for its initial business combination from October 4, 2023, to January 4, 2024, by depositing $690,000 into the Trust Account [141]. - The Company entered into a Merger Agreement on January 5, 2024, to merge with HCYC Group Company Limited, pending shareholder approval [128]. Related Party Transactions and Fees - As of September 30, 2025, the Company had outstanding amounts due to related parties of $784,700 [142]. - The Company recorded an administration fee of $30,000 for both the three months ended September 30, 2025, and 2024 [143]. - The Company has outstanding loan amounts of $1,262,500 against a promissory note issued to the Sponsor for the extension of the business combination period [141]. Equity and Shareholder Information - The Company issued an additional 287,500 ordinary shares to the Sponsor for no additional consideration, increasing the total founder shares to 1,725,000 [131]. - The Company accounts for ordinary shares subject to possible redemption at a redemption value of $10.91 per share, classified as temporary equity [151]. - The underwriters were granted a 45-day option to purchase up to 900,000 additional Units, which they exercised in full, resulting in a deferred commission of $2,415,000 payable from the Trust Account upon completion of the initial business combination [144]. Advisory and Off-Balance Sheet Arrangements - The Company engaged TenX Global Capital LP as an advisor for the Initial Public Offering and business combination, assisting in various preparatory activities [147]. - The Company has no off-balance sheet arrangements or commitments as of September 30, 2025 [149]. - The Company has not incurred any advisory service fees for both the three and nine months ended September 30, 2025, and 2024 [148].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $165,713, with $1,227 from formation and operating costs offset by $164,486 from investment income [115]. - For the nine months ended September 30, 2025, the company had a net income of $156,367, consisting of a loss of $472,179 from formation and operating costs, offset by $628,546 from investment income [115]. IPO and Fundraising - The company completed its IPO on January 4, 2023, raising gross proceeds of $60,000,000 from 6,000,000 units sold at $10.00 per unit [117]. - The Company raised a total of $3,705,000 from the sale of 370,500 Private Placement Units at $10.00 per unit on January 4, 2023 [137]. - An additional $9,000,000 was generated from the underwriters' full exercise of the over-allotment option, purchasing 900,000 Units at $10.00 per unit on January 6, 2023 [138]. Trust Account and Cash Position - Following the IPO, the company held $70,242,000 in a Trust Account, with $16,023,769 in marketable securities as of September 30, 2025 [119]. - As of September 30, 2025, the company had a cash balance of $1,281 and a working capital deficit of $3,941,880 [120]. - In connection with the second shareholder meeting, approximately $38,852,320.60 was redeemed from the Trust Account, leaving approximately $15,240,284 remaining [126]. Business Combination and Agreements - The company entered into a Merger Agreement on January 5, 2024, to combine with HCYC Group Company Limited, pending shareholder approval [128]. - The company has extended the deadline for completing a business combination to October 4, 2025, with provisions for up to nine one-month extensions [125]. - The Company extended the deadline for its initial business combination from October 4, 2023, to January 4, 2024, by depositing $690,000 into the Trust Account [141]. Related Party Transactions - As of September 30, 2025, the Company had outstanding amounts due to related parties of $784,700 [142]. - The amounts due to related parties were $784,700 and $568,299 for the periods ending September 30, 2025, and December 31, 2024, respectively [142]. Costs and Fees - The Company recorded an administration fee of $30,000 for both the three months ended September 30, 2025, and 2024 [143]. - The Company has incurred and expects to continue incurring significant costs in pursuit of its financing and acquisition plans, raising doubts about its ability to continue as a going concern [129]. - The Company has not incurred any advisory service fees for both the three and nine months ended September 30, 2025, and 2024 [148]. Equity and Shareholder Information - The Company issued an additional 287,500 ordinary shares to the Sponsor for no additional consideration, increasing the total founder shares to 1,725,000 [131]. - The Company accounts for ordinary shares subject to possible redemption at a redemption value of $10.91 per share, classified as temporary equity [151]. - The underwriters were granted a 45-day option to purchase up to 900,000 additional Units, which was exercised in full, resulting in a deferred commission of $2,415,000 to be paid from the Trust Account upon completion of the initial business combination [144]. Miscellaneous - The Company engaged TenX Global Capital LP as an advisor for the IPO and business combination, assisting in various preparatory activities [147]. - The Company has no off-balance sheet arrangements or commitments as of September 30, 2025 [149].

Sales and Revenue - Energizer's fiscal year 2025 sales were significantly impacted by a 12.8% contribution from Wal-Mart Stores, Inc., which accounted for over 10% of the company's annual sales[25] - Sales and operating profit exhibit seasonality, with increased consumer purchases for batteries in the fiscal first quarter and for auto care products in the fiscal third and fourth quarters[32] - A significant portion of sales is derived from a small number of retail customers, increasing dependency and risk[70] - Approximately 40% of the company's sales in fiscal year 2025 are expected to arise from foreign countries, exposing it to international operational risks[77] - The company has implemented price increases in the past, which may slow sales growth or create volume declines in the short term[76] Employee and Talent Management - The company employs approximately 6,050 employees across 34 countries, with a notable presence in North America (1,690 employees), Asia Pacific (1,860 employees), Europe, the Middle East and Africa (1,800 employees), and Latin America (700 employees)[34] - Energizer is committed to a "pay for performance" compensation strategy, aligning employee interests with shareholder value creation[42] - Energizer actively engages in talent acquisition and development, offering over 25,000 online courses for employee skill enhancement[40] Product and Innovation - Energizer's product portfolio includes household batteries, auto care products, and portable lighting, with a focus on innovation and quality across brands like Energizer®, Eveready®, and Rayovac®[18][19] - The company’s ability to innovate and respond to competitive pressures is critical for achieving growth targets[72] - The company faces challenges related to regulatory approvals for new products, which could impact the timely introduction of those products[73] Financial Performance and Projections - The company's total outstanding indebtedness was approximately $3.4 billion as of September 30, 2025[109] - The company’s financial results depend on the successful execution of restructuring and cost reduction plans, which may incur significant charges[94] - The company's financial projections are based on various estimates and assumptions, including product category growth and market share projections, which may lead to actual results differing materially from projections[115] - The company recognized an estimated $120.9 million reduction to Cost of Goods Sold (COGS) due to production tax credits under the Inflation Reduction Act, including $41.6 million for fiscal 2025 production and $79.3 million for fiscal 2023 and 2024 production[192] Risks and Challenges - Global economic conditions, including inflation and supply chain disruptions, could adversely affect sales and profitability[60] - Intense competition from both branded and private label products may pressure margins and market share[64] - The company faces significant risks related to supply chain disruptions, which could lead to increased costs and reduced sales[88] - The company is subject to various federal, state, local, and foreign laws and regulations, including those from the Consumer Product Safety Commission and the Environmental Protection Agency[50] - The company faces risks related to compliance with evolving privacy and data protection laws, including GDPR and CCPA[54] Sustainability and Environmental Concerns - The company is committed to sustainability and has published goals, but failure to meet these goals could damage its reputation and business[134] - The company is subject to environmental laws and regulations that may expose it to significant liabilities, potentially impacting its financial condition and results of operations[136] - Sustainability concerns and changing consumer preferences may lead to increased costs and operational changes, impacting the company's reputation and financial performance[135] Legal and Regulatory Issues - The company is involved in ongoing legal proceedings, including three class action lawsuits related to alleged antitrust violations[157] - Legal and regulatory risks, including product liability claims and compliance with extensive regulations, could materially affect the company's financial condition and results of operations[121] - The company may experience reputational harm and legal liability from the use of artificial intelligence in its operations[99] Acquisitions and Integration - The company completed the acquisition of Advanced Power Solutions NV on May 2, 2025, which will transition to legacy brands by December 31, 2025[187] - Future acquisitions could result in potentially dilutive issuances of equity securities and increased operating expenses, adversely affecting results of operations and financial condition[119] - The company may face challenges in integrating acquired businesses, which could divert management focus and lead to operational difficulties[117] Cybersecurity - The company has not identified any material risks from known cybersecurity threats, and it has implemented a comprehensive cybersecurity program[145] - The Audit Committee oversees cybersecurity risk management, receiving regular briefings from the CIO regarding the company's cybersecurity program[148] - The executive leadership team, including the CFO, supervises efforts to manage and mitigate cybersecurity risks[150]

Digital Asset Strategy - The Company has implemented a digital asset treasury strategy to acquire Solana tokens (SOL), which will serve as its primary treasury reserve asset, leveraging Solana's ~7% native staking yield[107]. - The Company plans to build an initial SOL position and significantly scale holdings over the next 12–24 months through a best-in-class capital markets program[114]. - The Company aims to evaluate staking, lending, and other opportunities within the Solana ecosystem to generate revenue from its SOL treasury[114]. - The Company’s investing activities were focused on executing its digital asset treasury strategy through the purchase of SOL[188]. Financial Position and Compliance - As of September 30, 2025, Marvel Operations Corp. has no outstanding loans under the Master Loan Agreement, indicating a strong financial position[112]. - The Nasdaq notified the Company of non-compliance with the minimum bid price requirement, providing a 180-day period to regain compliance[120]. - The Company received a notice from Nasdaq on March 31, 2025, indicating non-compliance with the minimum stockholders' equity requirement, as stockholders' equity fell below $2.5 million[123]. - Nasdaq granted the Company an extension until June 30, 2025, to regain compliance with both the Minimum Bid Price Requirement and the Stockholders' Equity Requirement[124]. - The Company regained compliance with the Minimum Bid Price Requirement following a reverse stock split in May 2025[125]. - The Company regained compliance with the Stockholders' Equity Requirement after completing a 2025 Offering, and is now compliant with all Nasdaq listing criteria[126]. Revenue and Expenses - Total revenue for Q3 2025 was $697 thousand, a significant increase of $646 thousand compared to $51 thousand in Q3 2024[152]. - Staking rewards income contributed $342 thousand in Q3 2025, compared to no income in Q3 2024[152]. - Gross profit for Q3 2025 was $594 thousand, a turnaround from a gross loss of $136 thousand in Q3 2024[155]. - Total operating expenses in Q3 2025 were $36,044 thousand, an increase of $32,110 thousand from $3,934 thousand in Q3 2024[152]. - Net loss for Q3 2025 was $352,768 thousand, compared to a net loss of $3,686 thousand in Q3 2024, reflecting a deterioration of $349,082 thousand[152]. - Selling, general and administrative expenses for Q3 2025 increased to $4,646 thousand, up from $2,857 thousand in Q3 2024, primarily due to a $1.5 million discretionary bonus[157]. Cash Flow and Financing Activities - Cash and cash equivalents as of September 30, 2025, were $124,051 thousand, up from $1,088 thousand as of December 31, 2024[178]. - The company raised $374.9 million in net proceeds from the 2025 PIPE Offerings, which alleviated concerns about its ability to continue as a going concern[179]. - The Company provided $400,682 thousand in net cash from financing activities during the nine months ended September 30, 2025, an increase of $393,728 thousand compared to the prior year[186]. - The Company generated $374.9 million in net proceeds from the September 2025 PIPE Offerings by issuing shares of Common Stock[189]. - The Company repaid promissory notes totaling $1.56 million during the nine months ended September 30, 2025[189]. Product Developments and Approvals - The Portable Neuromodulation Stimulator (PoNS) device has received marketing clearance in the U.S. for treating gait deficits due to mild-to-moderate symptoms of multiple sclerosis, with commercial sales commencing in April 2022[105]. - The PoNS device is authorized for sale in Canada for three indications, including treatment for chronic balance deficits due to traumatic brain injury[105]. - The PoNS Controller received a final Medicare payment rate of $532.27, while the PoNS Mouthpiece was set at $2,963.30 effective January 1, 2025[133]. - The Company announced its first reimbursement payment from Anthem Blue Cross Blue Shield for the PoNS Device on March 11, 2025, followed by approvals from United Healthcare and Aetna Healthcare[134]. - The Company partnered with Lovell Government Services to make the PoNS device available to federal healthcare systems, with prices set at $23,843.72 for the PoNS device and $7,344.97 for the mouthpiece[136]. - The Company established Revelation Neuro, Inc. to develop a new AI-powered brain-computer interface for personalized neurorehabilitation[140]. - The Stroke Registrational Program enrolled 159 patients across three studies, demonstrating significant improvements in gait deficits due to stroke[146]. - The Company filed an FDA 510(k) submission for the PoNS device label expansion seeking an indication for gait and balance deficit in chronic stroke patients[148]. Asset Valuation and Losses - Unrealized loss on digital assets for Q3 2025 was $30,540 thousand, reflecting the decline in value of SOL[159]. - The company recognized a change in fair value of derivative liability of $423,313 thousand in Q3 2025, primarily due to a decrease in stock price[163]. - For the nine months ended September 30, 2025, net cash used in operating activities was $(10,337) thousand, an increase of $(1,674) thousand compared to the same period in 2024[186]. - Net cash used in investing activities for the same period was $(267,383) thousand, a significant increase of $(267,378) thousand compared to 2024, primarily due to the purchase of SOL[186][188].

Revenue Composition - Licensing revenue accounted for 93% of total revenue in fiscal 2025, consistent with 93% in 2024 and up from 92% in 2023[22] - Over 90% of revenue in fiscal 2025 was generated from licensing agreements with approximately 1,000 electronic device manufacturers[23] - In fiscal 2025, 93% of Dolby's revenues were generated from licensing technology, brand, and patents, primarily to device manufacturers[61] - The revenue composition by market for fiscal 2025 included 34% from Broadcast, 22% from Mobile, 12% from CE, 12% from PC, and 20% from Other[62] - In fiscal 2025, 93% of Dolby's revenue came from licensing, while 7% was generated from products and services[22] Technology and Innovation - Dolby Atmos and Dolby Vision are key branded technologies driving revenue growth, enabling immersive audio and video experiences[27] - The amount of content created in Dolby Atmos and Dolby Vision is large and growing, with strong momentum in music, TV shows, movies, user-generated content, audiobooks, and live sports[30] - Dolby's technologies are critical for consumer electronics manufacturers, enhancing product value and allowing for premium pricing[35] - Dolby's strategy includes advancing the science of sight and sound through innovation in emerging categories like user-generated content and podcasts[17] - Dolby Vision and Dolby Atmos technologies enhance image and audio quality, making content more realistic and appealing to consumers[29] Licensing Model - Dolby's licensing model typically involves a per unit royalty arrangement, leading to variability in quarterly revenue based on estimated unit sales[32] - Dolby licenses its technologies through a two-stage model, first to semiconductor manufacturers and then to OEMs, working with approximately 1,000 consumer electronics manufacturers globally[31] - Dolby's patent licensing revenue primarily comes from patent pools, with a minority from bilateral licensing agreements, and includes recoveries from unlicensed or under-reported distributions[49][50] - The company emphasizes the importance of brand recognition and reputation in its licensing business, which is fundamental to a wide variety of devices[24] Research and Development - Dolby's R&D focuses on audio and video technologies for consumer entertainment, with a significant portion of the budget dedicated to forward-looking research[68] - The company actively participates in the development of next-generation standardized audio and video technologies, exploring the use of artificial intelligence in codecs[40] - The company focuses its R&D resources primarily on audio and video technologies for consumer entertainment, dedicating a significant portion of its budget to forward-looking research[68] Patents and Intellectual Property - Dolby holds approximately 28,400 issued patents and 6,100 pending patent applications as of September 26, 2025, with 4,179 new patents issued in fiscal 2025[63] - Dolby's patent licensing revenue primarily comes from licensing standard essential patents for audio and video technologies, which are fundamental to billions of products sold annually[37] - The company has approximately 1,500 trademark registrations globally, which are integral to its technology licensing program[65] Market Position and Competition - The entertainment industry is highly competitive, with some competitors having greater resources and the ability to offer integrated systems at lower prices[70] - The company anticipates ongoing issues with OEMs underreporting shipments of products that incorporate its technologies and plans to continue enforcing its IP rights[66] Employee and Corporate Structure - As of September 26, 2025, Dolby had 2,051 employees worldwide, with 1,020 employees based outside the U.S.[75] - The board of directors provides oversight of human capital matters, including management succession planning[77] - The company offers competitive compensation and benefits packages, including health benefits and personal development opportunities[76] Production and Supply Chain - The company relies on contract manufacturers for the majority of its production capacity and sources components from multiple suppliers, including sole source suppliers for certain components[69] Company History - The company was founded in 1965 and has undergone several reincorporations, with its principal offices located in San Francisco, California[79]

Revenue and Sales Performance - For the fiscal year ending June 30, 2024, the company aims to achieve revenue between $67 million and $100 million, with specific earnout shares contingent on meeting these revenue targets[160][162]. - Total revenues decreased by approximately $2.9 million, or 12.5%, to approximately $20.2 million for the three months ended September 30, 2025, compared to $23.1 million for the same period in 2024[181]. - Revenue from mobile phone products decreased by approximately $5.2 million, or 22.8%, to approximately $17.7 million for the three months ended September 30, 2025, as consumer spending power weakened[181]. - Revenue from wearable products increased by approximately $2.1 million, or 100.0%, to approximately $2.1 million for the three months ended September 30, 2025, from $0 for the same period in 2024[181]. - Revenue from App service commission increased by approximately $0.2 million, or 76.3%, to approximately $0.4 million for the three months ended September 30, 2025, from $0.2 million for the same period in 2024[181]. Product Development and Market Expansion - The company has launched new wearable products, including smart watches and smart glasses, which contributed to increased sales for the three months ended September 30, 2025, compared to the same period in 2024[154]. - The company expects to enter the U.S. IoT markets and the private label Mobile Virtual Network Operator (MVNO) market, enhancing its product offerings and services[150]. - The company has expanded its presence in the U.S. communications sector, with locations in major cities such as San Francisco, Dallas, and New York, enhancing its sales and distribution capabilities[148]. - The company began e-commerce operations through TikTok Shop in March 2024, targeting end-users eligible for the Lifeline Program to boost sales[153]. Financial Performance and Expenses - Gross profit increased by approximately $2.3 million, or 589.3%, to approximately $2.7 million for the three months ended September 30, 2025, from $0.4 million for the same period in 2024[186]. - Operating expenses rose by approximately $1.4 million, or 64.8%, to $3.6 million for the three months ended September 30, 2025, compared to $2.2 million in 2024[194]. - General and administrative expenses increased by approximately $1.4 million, or 152.7%, to $2.4 million, primarily due to higher professional fees and new hires[197]. - Net loss for the three months ended September 30, 2025, was approximately $2.9 million, an increase of 26.4% from a net loss of $2.3 million in 2024[202]. - Cash and cash equivalents as of September 30, 2025, were approximately $1.5 million, with a working capital deficit of approximately $10.3 million[205]. Inventory and Accounts Management - The company recorded a $2.8 million increase in inventories to meet anticipated sales orders during the three months ended September 30, 2024[211]. - The company experienced a $17.9 million increase in accounts payable due to purchasing more inventories to meet customer demand during the three months ended September 30, 2024[211]. - Net cash used in operating activities was approximately $0.4 million, primarily due to a net loss and an increase in accounts receivable[210]. Strategic Initiatives and Risks - The company has diversified its supplier and customer base to mitigate risks associated with reliance on limited partners, resulting in a significant decrease in sales of tablets and mobile phones during the year ended June 30, 2024[152]. - The Affordable Connectivity Program (ACP) ceased accepting new enrollments in February 2024, impacting demand for the company's products across all channels[153]. - The management team’s retention is crucial for maintaining service quality and product offerings, as losing key members could impact customer loyalty[175]. - The company is committed to investing in technology and talent to sustain competitiveness in the electronics industry[176]. Cash Flow and Financing Activities - Net cash provided by financing activities was approximately $28.3 million for the three months ended September 30, 2024, mainly from $19.7 million proceeds from reverse recapitalization and $9.0 million from convertible promissory notes[214]. - Net cash provided by financing activities was approximately $7,000 for the three months ended September 30, 2025, mainly due to principal payments of long-term loans[213]. Accounting and Valuation - The company has identified critical accounting estimates that significantly impact its financial statements, particularly those related to deferred tax assets and liabilities[216]. - Management believes a full valuation allowance for deferred tax assets is warranted based on historical operating losses, with a reassessment planned once profitability is achieved[217].

Employment and Operations - As of June 30, 2025, Nutex Health Inc. employed approximately 846 full-time employees and contracted 255 doctors, partnering with over 2,100 physicians within its networks[121]. - The company operates 24 hospital facilities across 11 states, implementing innovative healthcare models such as micro-hospitals and specialty hospitals[120]. - The population health management division includes a management services organization and operates under contracts with independent physician associations[126]. - The company plans to open three new hospital facilities by the end of 2025, which are currently under construction or in advanced planning stages[146]. - The company expects to launch one to three additional independent physician associations (IPAs) per year, primarily in areas surrounding existing micro-hospitals[146]. Revenue and Financial Performance - For the three months ended June 30, 2025, 97% of net patient service revenue was from insurance, compared to 93% for the same period in 2024, indicating a 4% increase in insurance revenue[129]. - The hospital division's revenue is primarily derived from federal agencies, private insurance carriers, and patients, with over 98% of net patient service revenue coming from non-patient third parties[128]. - In the hospital division, revenue for the three months ended June 30, 2025, was $236.3 million, compared to $67.6 million for the same period in 2024, representing a significant increase[160]. - Total revenue for the six months ended June 30, 2025, was $455.8 million, up from $143.5 million in the same period in 2024, indicating a growth of approximately 217%[161]. - Hospital Division revenue for the three months ended June 30, 2025 totaled $236.3 million, an increase of $168.7 million or 249.5% compared to $67.6 million for the same period in 2024[165]. - Hospital Division revenue for the six months ended June 30, 2025 totaled $440.2 million, an increase of $312.6 million or 244.9% compared to $127.6 million for the same period in 2024[180]. Profitability and Loss - The hospital division's gross profit for the three months ended June 30, 2025, was $125.6 million, compared to $22.8 million in the prior year, reflecting a substantial improvement[161]. - The population health management division reported a gross loss of $536,000 for the three months ended June 30, 2025, compared to a loss of $230,000 in the same period in 2024[161]. - Net loss attributable to Nutex Health Inc. increased to $3.5 million, or income of $0.60 per diluted share, for the six months ended June 30, 2025, compared to a net loss of $0.4 million, or loss of $0.07 per share, for the same period in 2024[178]. - The net income attributable to Nutex Health Inc. for the six months ended June 30, 2025, was a loss of $3.5 million, compared to a loss of $728,000 in the same period in 2024[161]. - Net loss attributable to Nutex Health Inc. decreased to $17.7 million, or loss of $2.95 per diluted share, for the three months ended June 30, 2025, compared to a net loss of $0.4 million, or loss of $0.07 per share, for the same period in 2024[162]. Adjusted EBITDA - The company reported an adjusted EBITDA of $144.4 million for the six months ended June 30, 2025, compared to $6.4 million in the same period in 2024[161]. - Adjusted EBITDA for the three months ended June 30, 2025 increased to $71.6 million from $6.8 million for the comparable period in 2024[163]. - Adjusted EBITDA for the three months ended June 30, 2025, was $71.6 million, a decrease from $78.3 million in the prior year[204]. Costs and Expenses - Corporate and other costs totaled $91.2 million for the three months ended June 30, 2025, an increase of 428.6% compared to $17.3 million for the same period in 2024[174]. - The total cost of arbitration for Nutex hospital and professional services was $48.0 million for the three months ended June 30, 2025, and $74.3 million for the six months ended June 30, 2025[145]. - Total finance lease payments for the six months ended June 30, 2025, amounted to $13.0 million, which should be deducted from EBITDA[204]. Cash and Financing - As of June 30, 2025, the company had $96.7 million of cash and equivalents, compared to $40.6 million as of December 31, 2024[194]. - As of June 30, 2025, the company had cash from operating activities of $78.2 million, primarily driven by significantly higher net income due to favorable developments in the arbitration process[202]. - The company had remaining availability of $4.1 million under outstanding lines of credit as of June 30, 2025[199]. - The company is currently working to supplement or replace smaller lines of credit with larger financing commitments, subject to market conditions[198]. - The company reported total repayments of lines of credit and notes payable of $6.0 million during the period[202]. Regulatory and Legal Matters - The No Surprises Act (NSA) was enacted to protect patients from surprise medical bills, establishing an IDR process for billing disputes between providers and insurers[130]. - The Independent Dispute Resolution (IDR) process is designed to take no more than 30 days, but in practice, it can take between three to five months for payment adjustments to be received[139]. - The company engaged HaloMD on July 1, 2024, to assist in challenging underpaid out-of-network claims, highlighting the complexity of the federal arbitration process[137]. Mergers and Acquisitions - The merger with Clinigence Holdings, Inc. was accounted for as a reverse business combination, with Nutex Health Holdco LLC treated as the accounting acquirer[119]. - The company made payments for acquisitions of businesses, net of cash acquired, totaling $2.6 million[202]. Shareholder Actions - On August 14, 2025, the Board authorized a stock repurchase program of up to $25.0 million to enhance shareholder value[151].

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides essential administrative details regarding the Form 8-K filing, including registrant identity and securities information [General Information](index=1&type=section&id=General%20Information) This section provides the foundational details of the Form 8-K filing, including the registrant's identity, jurisdiction, and the date of the report - Registrant: **NUTEX HEALTH INC.**[2](index=2&type=chunk) - Date of Report (Date of earliest event reported): **October 20, 2025**[2](index=2&type=chunk) - State or Other Jurisdiction of Incorporation: **Delaware**[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) This part details the company's registered securities and its status regarding emerging growth company provisions Securities Registered Pursuant to Section 12(b) of the Act | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common Stock, $0.001 par value | NUTX | The NASDAQ Stock Market LLC | - The registrant is **not an emerging growth company**[4](index=4&type=chunk) [Current Report Items](index=2&type=section&id=Current%20Report%20Items) This section details significant events including preliminary financial results, a Nasdaq delisting notice, and a list of filed exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Nutex Health Inc. issued a press release on October 20, 2025, providing anticipated preliminary financial metrics for the quarter ended September 30, 2025. This information is furnished, not filed, under SEC regulations - On **October 20, 2025**, Nutex Health Inc. issued a press release (Exhibit 99.1) containing anticipated preliminary financial metrics for the period ended **September 30, 2025**[5](index=5&type=chunk) - The information furnished in this Item 2.02 and Exhibit 99.1 is **not deemed 'filed'** for purposes of Section 18 of the Securities Exchange Act of 1934[6](index=6&type=chunk) [Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing](index=2&type=section&id=Item%203.01%20Notice%20of%20Delisting%20or%20Failure%20to%20Satisfy%20a%20Continued%20Listing%20Rule%20or%20Standard%3B%20Transfer%20of%20Listing) The Company received a Nasdaq notice of non-compliance due to the late filing of its June 30, 2025 Form 10-Q. Nutex Health submitted a compliance plan and was granted an extension until December 12, 2025, to rectify the filing deficiency - On **August 20, 2025**, the Company received a notice from Nasdaq for non-compliance with Listing Rule 5250(c)(1) due to the failure to timely file its Quarterly Report on Form 10-Q for the period ended **June 30, 2025**[7](index=7&type=chunk) - The Company submitted a plan to Nasdaq on **October 15, 2025**, to regain compliance and requested an extension until **December 12, 2025**[8](index=8&type=chunk) - Nasdaq granted the extension request on **October 16, 2025**; failure to file the Form 10-Q by **December 12, 2025**, will result in a delisting notice[8](index=8&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits included with the Form 8-K filing, specifically identifying the press release mentioned in Item 2.02 Exhibits | Exhibit No. | Description of Exhibit | | :---------- | :--------------------------- | | 99.1 | Press Release dated October 20, 2025 | [Signature](index=3&type=section&id=Signature) This section confirms the official signing and submission of the report by the company's Chief Financial Officer [Report Signature](index=3&type=section&id=Report%20Signature) The report was officially signed by the Chief Financial Officer of Nutex Health Inc., confirming its submission - The report was signed on behalf of **NUTEX HEALTH INC.** by **Jon C. Bates**, Chief Financial Officer[12](index=12&type=chunk) - Date of signature: **October 20, 2025**[12](index=12&type=chunk)