Product Development and Approval - YCANTH (VP-102) was approved by the FDA in July 2023 for the treatment of molluscum contagiosum in patients aged two years and older [131]. - The company launched YCANTH (VP-102) commercially in August 2023, supported by a specialized sales team of 36 representatives [132]. - The company plans to expand its sales force to 50 representatives by 2026 and launch YCANTH Rx in Q4 2025 to streamline prescription processes [133]. - The Phase 3 program for YCANTH (VP-102) targeting common warts is expected to begin dosing the first patient in Q4 2025 [134]. - The company received positive feedback from the European Medicines Agency for filing a Marketing Authorization Application for YCANTH (VP-102) in the EU [135]. - VP-315 is being developed for basal cell carcinoma, with two Phase 3 studies planned, each involving approximately 100 subjects [136]. Financial Performance - Total revenue for the three months ended September 30, 2025, was $14.3 million, a decrease of $1.8 million from $16.1 million in the same period of 2024 [160]. - Product revenue, net increased to $3.6 million for the three months ended September 30, 2025, compared to a negative $1.9 million in 2024, primarily due to increased deliveries of YCANTH [161]. - License and collaboration revenue rose significantly to $10.7 million for the three months ended September 30, 2025, from $0.1 million in 2024, driven by a $10.0 million milestone payment from Torii [162]. - For the nine months ended September 30, 2025, total revenue was $30.5 million, an increase of $23.3 million from $7.2 million in 2024 [172]. - Product revenue, net for the nine months ended September 30, 2025, was $11.6 million, up from $6.3 million in 2024, attributed to increased deliveries of YCANTH [173]. - License and collaboration revenue for the nine months ended September 30, 2025, reached $18.9 million, compared to $1.0 million in 2024, mainly from milestone payments from Torii [174]. Expenses and Losses - Selling, general and administrative expenses decreased to $9.4 million for the three months ended September 30, 2025, down from $16.1 million in 2024, reflecting lower commercial activity costs [165]. - Research and development expenses were $2.2 million for the three months ended September 30, 2025, a slight decrease from $2.4 million in 2024 [166]. - Selling, general and administrative expenses for the nine months ended September 30, 2025, were $27.1 million, down from $48.9 million in 2024, due to reduced commercial activities [177]. - Research and development expenses for the nine months ended September 30, 2025, totaled $6.3 million, a decrease from $10.7 million in 2024, primarily due to lower clinical trial costs [179]. - Interest expense decreased to $6.4 million for the nine months ended September 30, 2025, down from $7.1 million in the same period of 2024, due to a lower outstanding principal balance under the Credit Agreement [182]. - The company has incurred significant operating losses and expects to continue doing so for the foreseeable future, raising substantial doubt about its ability to continue as a going concern [195][197]. Cash and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $21.1 million, with an accumulated deficit of $316.8 million [141]. - The company is obligated to maintain a liquidity of at least $10.0 million under its Credit Agreement [139]. - The company entered into a Credit Agreement on July 26, 2023, borrowing $50.0 million, with net proceeds of approximately $44.1 million after fees [186]. - The company is obligated to maintain a liquidity of at least $10.0 million under the Credit Agreement, with a waiver for certain financial statement qualifications until the end of 2025 [187]. - Net cash used in operating activities was $13.0 million for the nine months ended September 30, 2025, compared to $44.9 million in the same period of 2024, indicating a significant reduction in cash outflow [189][190]. - Net cash used in financing activities was $12.2 million for the nine months ended September 30, 2025, primarily due to debt repayment related to the Credit Agreement [193]. - The company may receive up to $25.0 million from the exercise of Series A Warrants, which could provide additional liquidity in 2025 [195].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 420 Lexington Ave, Suite 2446 New York, NY 10170 (Address of principal executive offices an ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41890 BAYVIEW ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Isla ...

Revenue Performance - Revenue for Q3 2025 was $4,494,932, representing a 20.3% increase from $3,736,672 in Q3 2024[117] - Import-related revenue surged to $1,576,960, a 114.6% increase compared to $734,691 in Q3 2024[118] - Revenue from scrap metal increased by 115.9%, reaching $716,097, up from $331,681 in the prior-year quarter[119] - Revenue for the nine months ended September 30, 2025, was $12,275,466, a 1% increase from $12,167,956 in 2024, primarily driven by higher volumes in import, metal, and log commodity transport[129] - Import revenue increased by 30.6% to $3,679,425, attributed to strategic client acquisition and a new versatile chassis fleet[131] - Scrap metal revenue rose by 58.5% to $1,397,093, driven by increased scrap generation and recycling activity[132] Expenses and Losses - General and administrative expenses rose by 527% to $5,600,635, primarily due to professional fees and stock-based compensation of $3,781,000[124] - Net loss for Q3 2025 was $4,146,657, a significant increase from a net loss of $27,522 in Q3 2024[126] - General and administrative expenses surged by 357% to $8,550,152, primarily due to professional fees from going public and stock-based compensation of $4,766,550[138] - Net loss for the nine months ended September 30, 2025, was $(6,206,653), a significant increase from a net income of $227,686 in 2024, largely due to increased general and administrative expenses[140] Operational Highlights - The company secured a partnership with a New Jersey freight broker, expected to generate over $2.1 million in additional revenue in 2025[112] - A memorandum of understanding was executed with the Chancay, Peru municipality to explore logistics improvements, with potential container volume exceeding major U.S. ports[112] - The company expanded import logistics through a partnership with a Vietnamese freight company, projected to drive 30% year-over-year revenue growth in 2025[112] - Total Number of Loads Completed (NLC) decreased by 2.6% to 16,669, with notable declines in Waste Paper and Plastic, while Metal and Import segments showed growth[149] Cash Flow and Financing - Cash at the end of the period was $463,352, down from $557,619 at the beginning of the period, reflecting net cash used in operations of $(1,584,551)[150] - Cash used in investing activities increased significantly to $(6,262,944) due to purchases of property and equipment and issuance of notes receivable[154] - The company anticipates that current cash levels will be sufficient for at least the next 12 months, but may require additional resources for future expansions or acquisitions[151] - Financing activities generated net cash of $7,753,228 for the nine months ended September 30, 2025, an increase of $7,335,356 compared to $417,872 for the same period in 2024[155] - The company intends to fund its contractual obligations of $573,538 as of September 30, 2025, with working capital, with $306,024 due in the following quarter[156] Initial Public Offering (IPO) - The initial public offering (IPO) on January 23, 2025, raised total gross proceeds of $10,000,000, resulting in net proceeds of approximately $8.28 million after expenses[159] - The company issued 2,500,000 shares at a purchase price of $3.72 per share, which is 93% of the public offering price of $4.00[157] - The IPO Registration Statement included an additional 375,000 shares available for sale upon full exercise of the underwriters' over-allotment option, which expired unexercised[161] Accounts Receivable and Credit Losses - As of September 30, 2025, accounts receivable net balance was $1,512,449, up from $1,203,001 as of December 31, 2024, with an allowance for credit losses of $123,371[166] - The company has adopted the current expected credit loss model to estimate expected credit losses based on specific accounts and customer payment ability[166] - The company has not recognized any amounts from uncertain tax positions for the nine months ended September 30, 2025 and 2024[170] Revenue Recognition - Revenue is recognized at the point in time when truckload services are completed, with no contract liability balances except for amounts billed before service[165] - The company has no off-balance sheet arrangements that could impact its financial condition[162]

Product Development and Regulatory Approvals - Tivic Health's lead product candidate, Entolimod™, is in late-stage development for treating acute radiation syndrome (ARS) and has received Fast Track and Orphan Drug designations from the FDA[183]. - Tivic Health has invested over $140 million in Entolimod and Entolasta, including $35.6 million from various government agencies, and plans to initiate Phase 2 clinical studies for oncology-related indications[188]. - The company plans to validate the manufacturing process for Entolimod to submit a biologics license application (BLA) to the FDA, which is crucial for marketing the product in the U.S.[189]. - The FDA has granted Entolimod designations to mitigate the likelihood of death following a potential lethal dose of total body ionization during radiation disasters[188]. - The company plans to increase investments in manufacturing and regulatory processes for product candidates Entolimod and Entolasta as it prepares to seek a Biologics License Application (BLA) from the FDA[229]. Financial Performance and Revenue - For the three months ended September 30, 2025, revenue increased by $20 thousand, or 16%, compared to the same period in 2024, primarily due to a 40% increase in the number of units sold[206]. - For the nine months ended September 30, 2025, revenue decreased by $298 thousand, or 50%, compared to the same period in 2024, primarily due to a 45% decrease in the number of units sold[207]. - The company expects revenues to decrease significantly as it plans to exit the consumer business by the end of the year[208]. - Cash used in operating activities for the nine months ended September 30, 2025, was $4.7 million, primarily due to a net loss of $6.0 million, offset by non-cash charges of $857 thousand[244]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $6.7 million, including proceeds from the sale of common stock and Series B Preferred Stock[247]. Expenses and Financial Challenges - Cost of sales for the three months ended September 30, 2025, increased by $209 thousand, or 255%, compared to the same period in 2024, primarily due to a $230 thousand inventory reserve for excess and obsolete inventory[210]. - Research and development expenses increased by $436 thousand for the three months ended September 30, 2025, and by $868 thousand for the nine months ended September 30, 2025, primarily due to the addition of the biopharma program[215]. - General and administrative expenses increased by $246 thousand for the three months ended September 30, 2025, and by $521 thousand for the nine months ended September 30, 2025, driven by increased employee-related costs and legal fees[220][221]. - The company incurred an accumulated deficit of $49.6 million through September 30, 2025, and expects to continue incurring losses in the future as it expands research and development activities[236]. - The company anticipates that its cash and financial resources may be insufficient to meet anticipated needs for the next twelve months, raising substantial doubt about its ability to continue as a going concern[236]. Strategic Changes and Business Focus - The company has shifted focus from its consumer health business to advancing its biologic pipeline, leading to the discontinuation of the ClearUP device by year-end[184][186]. - The company plans to wind down its consumer health business, which is expected to lead to a decline in revenue until regulatory approval is obtained for new product candidates[230]. - The company may consider strategic acquisitions or licensing opportunities that align with its growth plan, which could require a substantial portion of its cash reserves[235]. Operational and Market Conditions - The ongoing geopolitical conflicts, including those in Ukraine and Israel, have led to increased economic uncertainty and volatility in capital markets, potentially impacting the company's operations[249][255][256]. - Supply chain disruptions in 2022 resulted in increased inventory balances, with material reserves expected in 2024 and 2025 due to ongoing shortages and financial stress of contract manufacturers[250][251]. - Inflation has significantly increased in 2024, affecting costs related to products, interest rates, and transportation, which may impact future operating results[259]. - The recent prolonged shutdown of the U.S. federal government has created challenges in forecasting future revenues and financial results due to increased economic volatility[257]. - The company is considering alternative contract manufacturers due to the financial instability of its current contract manufacturer, which may affect production timelines[268]. Agreements and Funding - The company has entered into an Equity Purchase Agreement allowing it to sell up to $25 million in common stock over 24 months, with gross proceeds of $783 thousand from 235,792 shares sold as of September 30, 2025[195]. - A Preferred Purchase Agreement has been established for the sale of up to 8,400 shares of Series B Non-Voting Convertible Preferred Stock, generating gross proceeds of $4.9 million from four tranche closings[196]. - The company closed multiple tranches of funding under the Preferred Purchase Agreement, raising a total of $8.4 million, with net proceeds from various tranches totaling approximately $4.8 million[226]. Miscellaneous - The company has not entered into any off-balance sheet arrangements, maintaining a straightforward financial structure[260]. - Significant accounting policies and estimates are detailed in Note 2 of the condensed financial statements[271]. - Recent accounting pronouncements are also described in Note 2 of the condensed financial statements[272]. - There are no applicable quantitative and qualitative disclosures about market risk[273].

Financial Performance - For Q3 2025, the company's revenues were $5.8 million, a decrease of 50% compared to $11.5 million in Q3 2024, primarily due to unfavorable order timing[6] - The net loss for Q3 2025 was $4.9 million, compared to a net profit of $1.3 million in Q3 2024, with an adjusted net loss of $2.8 million excluding non-cash items[14] - For the nine months ended September 30, 2025, revenues decreased 53% to $19.2 million compared to $40.9 million in the same period in 2024[8] - Total revenue for Q3 2025 was $5,788,000, a decrease of 49.5% compared to $11,482,000 in Q3 2024[29] - Net loss for Q3 2025 was $4,870,000, compared to a net income of $1,297,000 in Q3 2024[29] Gross Margin and Operating Expenses - The company achieved a gross margin of -1% for Q3 2025, compared to 11% in Q3 2024, resulting in a gross loss of $28 thousand[9] - Operating expenses for Q3 2025 were $4.8 million, compared to a credit of $50 thousand in Q3 2024, with adjusted operating expenses excluding non-cash items at $3.6 million, a 30% improvement year-over-year[12] - Gross loss for Q3 2025 was $28,000, compared to a gross income of $1,231,000 in Q3 2024[29] - Operating expenses for Q3 2025 were $4,844,000, significantly higher than the negative operating expenses of $51,000 in Q3 2024[29] - Non-GAAP gross margin for Q3 2025 was 13%, down from 18% in Q3 2024[32] Assets and Liabilities - Total assets as of September 30, 2025, were $44,601,000, down from $61,459,000 as of December 31, 2024[27] - Total liabilities as of September 30, 2025, were $18,080,000, a decrease from $20,171,000 as of December 31, 2024[27] - Stockholders' equity decreased to $26,521,000 as of September 30, 2025, from $41,288,000 as of December 31, 2024[27] Future Outlook and Strategic Initiatives - The company expects future revenue growth and improved fixed overhead absorption as it continues to recognize synergies from acquisitions[11] - The company opened offices in the Middle East and entered the MEA market through a joint venture, deploying products in Abu Dhabi and Jordan[7] - The company has a contracted backlog of $8 million and remains debt-free with a $100 million unused line of credit[7] - The gross margin for the nine months ended September 30, 2025, was 10%, compared to 12% for the same period in 2024, with an adjusted gross margin of 22% excluding non-cash items[10] - The company reported an impairment of goodwill of $10,780,000 for the nine months ended September 30, 2025[29]

Financial Performance - For Q3 2025, the Company's revenues were $5.8 million, a decrease of 50% from $11.5 million in Q3 2024, primarily due to unfavorable order timing[6] - The net loss for Q3 2025 was $4.9 million, compared to a net profit of $1.3 million in Q3 2024, with an adjusted net loss of $2.8 million excluding non-cash items[14] - For the nine months ended September 30, 2025, revenues decreased 53% to $19.2 million compared to $40.9 million in the same period in 2024[8] - Total revenues for Q3 2025 were $5,788,000, a decrease of 49.5% compared to $11,482,000 in Q3 2024[29] - Net loss for Q3 2025 was $(4,870,000), compared to a net income of $1,297,000 in Q3 2024[29] Gross Margin and Operating Expenses - The Company achieved a gross margin of -1% for Q3 2025, compared to 11% in Q3 2024, resulting in a gross loss of $28 thousand[9] - Operating expenses for Q3 2025 were $4.8 million, compared to a credit of $50 thousand in Q3 2024, with adjusted operating expenses excluding non-cash items at $3.6 million, a 30% improvement year-over-year[12] - Gross loss for Q3 2025 was $(28,000), compared to a gross income of $1,231,000 in Q3 2024[29] - Operating expenses for Q3 2025 were $4,844,000, significantly higher than $(51,000) in Q3 2024[29] - Non-GAAP gross profit for Q3 2025 was $739,000, with a non-GAAP gross margin of 13%[32] Assets and Liabilities - Total assets as of September 30, 2025, were $44,601,000, down from $61,459,000 as of December 31, 2024[27] - Total liabilities as of September 30, 2025, were $18,080,000, compared to $20,171,000 as of December 31, 2024[27] - Stockholders' equity decreased to $26,521,000 as of September 30, 2025, from $41,288,000 as of December 31, 2024[27] International Expansion - The Company opened offices in the Middle East and entered the MEA market through a joint venture, deploying products in Abu Dhabi and Jordan[7] - Beam Global's international revenues grew to 39% of total revenues for the first nine months of 2025, compared to 20% for the same period in 2024[8] Goodwill Impairment - The company reported an impairment of goodwill of $10,780,000 for the nine months ended September 30, 2025[29]

Revenue Performance - Revenues for the first nine months of 2025 were $19.2 million, a 53% decrease from $40.9 million in the same period of 2024[116] - For the three months ended September 30, 2025, revenues decreased 50% to $5.8 million compared to $11.5 million in 2024, with non-government commercial entities representing 82% of total revenues[134] - For the nine months ended September 30, 2025, revenues decreased 53% to $19.2 million compared to $40.9 million in the same period in 2024, with international customers comprising 39% of revenues[137] - Revenues increased by 144% from 2021 to 2022 and 206% from 2022 to 2023, despite a 27% decrease from 2023 to 2024[149] Customer Segmentation - International customers accounted for 39% of total revenue as of September 30, 2025, up from 20% in the same period of 2024[116] - Sales to federal, state, and local governments represented 34% of revenues in 2025, down from 70% in 2024[116] - The company recorded $1.1 million in revenues from federal customers for the nine months ended September 30, 2025, compared to $14.9 million in the same period of 2024[120] Product Development and Expansion - The company expanded its product portfolio in the second half of 2024 with new charging infrastructure for electric bicycles, scooters, and motorcycles[114] - The acquisition of All-Cell enables the company to create bespoke engineered battery solutions, enhancing product offerings[122] - The company introduced the BeamWell™ self-sufficient water treatment system, powered by 100% renewable energy, for disaster preparedness[114] - Beam Global acquired Amiga (now Beam Europe), expanding its presence into the European, Middle Eastern, and African markets, focusing on EV charging infrastructure due to the EU's mandate for zero-emission vehicles by 2035[123] - Beam acquired Telcom d.o.o. Beograd, enhancing its capabilities in power electronics and telecommunications, which is expected to improve product offerings and reduce costs[124] Financial Performance - The gross profit for the three months ended September 30, 2025, was a loss of $28 thousand, resulting in a -0.5% gross margin, compared to a gross profit of $1.2 million and a 10.7% gross margin in 2024[135] - The gross profit for the nine months ended September 30, 2025, was $1.9 million, or 9.9% of sales, down from $5.1 million, or 12.4% of sales in the same period in 2024[138] - Total operating expenses for the nine months ended September 30, 2025, were $26.8 million, compared to $11.6 million for the same period in the prior year, including a $10.8 million goodwill impairment[139] - Net loss for the nine months ended September 30, 2025, was $24.7 million, which included $17.0 million of non-cash expenses[144] Cash Flow and Assets - Cash decreased to $3.3 million as of September 30, 2025, down from $4.6 million at December 31, 2024[143] - Net cash used in operating activities was $6.7 million for the nine months ended September 30, 2025, compared to $3.1 million for the same period in 2024[144] - Cash used in investing activities was $0.4 million for the nine months ended September 30, 2025, compared to $3.7 million in the prior year[146] - Cash provided by financing activities was $6.6 million for the nine months ended September 30, 2025, up from $1.2 million in 2024[147] - Current assets decreased to $21.9 million at September 30, 2025, from $27.1 million at December 31, 2024[148] - Working capital decreased to $10.9 million at September 30, 2025, compared to $13.8 million at December 31, 2024[148] Market Outlook - The company expects significant growth in the electric vehicle market over the next decade, increasing demand for EV charging infrastructure[121] - The company expects to see costs of goods sold decrease over time due to lean manufacturing improvements and cost-effective production in Serbian facilities[131] - Beam Europe is expected to enhance production capabilities and reduce costs, allowing for more competitive pricing in the EV charging infrastructure market[131] - Beam Global's joint venture with the Platinum Group in Abu Dhabi aims to capture growth in a region projected to invest over $1 trillion in renewable energy by 2030[130] Financing Activities - The Company entered into a Supply Chain Line of Credit with OCI Limited for up to $100 million, but has not drawn on this line of credit to date[152] - The At Market Issuance Sales Agreement generated net proceeds of $6.7 million during the nine months ended September 30, 2025[153]

Revenue Performance - Revenues for the first nine months of 2025 were $19.2 million, a 53% decrease from $40.9 million in the same period of 2024[116] - For the three months ended September 30, 2025, revenues decreased 50% to $5.8 million compared to $11.5 million in 2024, with non-government commercial entities representing 82% of total revenues[134] - For the nine months ended September 30, 2025, revenues decreased 53% to $19.2 million compared to $40.9 million in 2024, with international customers comprising 39% of revenues[137] Customer Segmentation - International customers accounted for 39% of total revenue as of September 30, 2025, up from 20% in the same period of 2024[116] - Sales to federal, state, and local governments represented 34% of revenues in 2025, down from 70% in 2024[116] - The company recorded $1.1 million in revenues from federal customers for the nine months ended September 30, 2025, compared to $14.9 million in 2024[120] - Revenues derived from non-government commercial entities increased by 2% from 2024 to 2025, accounting for 67% of total revenues in 2025[116] Product Development and Acquisitions - The company expanded its product portfolio in the second half of 2024 to include charging infrastructure for electric bicycles, scooters, and motorcycles[114] - The acquisition of All-Cell enables the company to create bespoke engineered battery solutions, enhancing its product offerings[122] - The Company acquired Amiga (now Beam Europe), expanding its presence into the European, Middle Eastern, and African markets, focusing on EV charging infrastructure due to the EU's mandate for zero-emission vehicles by 2035[123] - Beam acquired Telcom d.o.o. Beograd, enhancing its capabilities in power electronics and telecommunications, which is expected to improve product offerings and reduce costs[124] Financial Performance - The Company reported a gross loss of $28 thousand, a -0.5% gross margin for the three months ended September 30, 2025, compared to a gross profit of $1.2 million, a 10.7% gross margin in 2024[135] - Gross profit for the nine months ended September 30, 2025, was $1.9 million, or 9.9% of sales, compared to $5.1 million, or 12.4% of sales in the same period in 2024[138] - Total operating expenses for the three months ended September 30, 2025, were $4.8 million, compared to a credit of $50 thousand in 2024, primarily due to a non-cash change in fair value of contingent consideration[136] - Total operating expenses for the nine months ended September 30, 2025, were $26.8 million, including a $10.8 million goodwill impairment and $7.7 million increase due to European acquisitions[139] Cash Flow and Liquidity - Cash decreased to $3.3 million as of September 30, 2025, down from $4.6 million at December 31, 2024[143] - Net cash used in operating activities was $6.7 million for the nine months ended September 30, 2025, compared to $3.1 million for the same period in 2024[144] - Cash used in investing activities was $0.4 million for the nine months ended September 30, 2025, significantly lower than $3.7 million in the same period in 2024[146] - Cash provided by financing activities was $6.6 million for the nine months ended September 30, 2025, compared to $1.2 million for the same period in 2024[147] - Current assets decreased to $21.9 million at September 30, 2025, from $27.1 million at December 31, 2024[148] - Working capital decreased to $10.9 million at September 30, 2025, compared to $13.8 million at December 31, 2024[148] Future Outlook - The company expects significant growth in the electric vehicle market globally over the next decade, increasing demand for EV charging infrastructure[121] - The Company expects to see costs of goods sold continue to decrease over time due to lean manufacturing improvements and engineering changes[131] - Beam entered into a joint venture with the Platinum Group in Abu Dhabi to sell and manufacture sustainable infrastructure solutions, targeting a region projected to invest over $1 trillion in renewable energy by 2030[130] Financing Activities - The Company entered into a Supply Chain Line of Credit with OCI Limited for up to $100 million based on approved accounts receivable[152] - The At Market Issuance Sales Agreement with B. Riley Securities, Inc. generated net proceeds of $6.7 million during the nine months ended September 30, 2025[153] Historical Performance - The Company experienced a revenue increase of 144% from 2021 to 2022 and 206% from 2022 to 2023, despite a 27% decrease from 2023 to 2024[149]

Financial Performance - Net revenue for the three months ended September 30, 2025, was $10,560,000, a decrease of 26.5% from $14,436,000 in the same period of 2024[22] - Net loss attributable to common stockholders for the three months ended September 30, 2025, was $257,234,000, compared to a loss of $4,388,000 in the same period of 2024[22] - The company reported a comprehensive loss of $260,790,000 for the three months ended September 30, 2025, compared to a loss of $1,228,000 in the same period of 2024[22] - Net loss for the nine months ended September 30, 2025, was $327.948 million, compared to a net loss of $66.347 million for the same period in 2024[29] - The company reported a net loss of $42.31 million for the quarter ending June 30, 2025, contributing to an accumulated deficit of $631.44 million[25] Assets and Liabilities - Total assets increased to $275,879,000 as of September 30, 2025, compared to $92,953,000 on December 31, 2024[20] - Total liabilities rose to $455,598,000 as of September 30, 2025, compared to $285,594,000 on December 31, 2024[20] - The company’s accumulated deficit increased to $888,674,000 as of September 30, 2025, from $563,052,000 on December 31, 2024[20] - As of September 30, 2025, the Company reported negative working capital of $342.5 million and an accumulated deficit of $888.7 million[69] Expenses - Research and development expenses increased to $3,899,000 for the three months ended September 30, 2025, up from $2,349,000 in the same period of 2024, representing a 66.1% increase[22] - Selling, general and administrative expenses surged to $188,824,000 for the three months ended September 30, 2025, compared to $29,734,000 in the same period of 2024, reflecting a 534.5% increase[22] Cash Flow and Financing - Cash and cash equivalents decreased to $878,000 as of September 30, 2025, from $3,272,000 on December 31, 2024[20] - The company reported net cash proceeds from operating activities of $21.287 million for the nine months ended September 30, 2025, up from $16.815 million in 2024, representing a 26.5% increase[29] - The Company plans to secure additional resources through equity offerings, debt financings, and collaborations to fund operations for at least twelve months[70] Stock and Equity - The weighted average number of shares during the three months ended September 30, 2025, was 11,604,000, compared to 7,557,000 in the same period of 2024[22] - The balance of common stock increased to $785.30 million as of September 30, 2025, following the issuance of common stock upon the exercise of warrants[25] - The total stockholders' deficit reached $888.67 million as of September 30, 2025, indicating a significant financial challenge[25] Business Operations and Development - The company operates primarily in the development of non-opioid products focused on pain management, with all sales based in the United States[42] - The company is currently developing three product candidates: SP-102, SP-103, and SP-104, with SP-102 entering a second Phase 3 study in September 2025[34] - ELYXYB was launched in the U.S. in April 2023, and GLOPERBA was commercialized in June 2024[33] Acquisitions and Agreements - The company completed the acquisition of controlling interest in Scilex Bio, resulting in an increase of $3.25 million in additional paid-in capital[25] - The Company entered into a License Agreement with Romeg for GLOPERBA, involving an upfront fee of $2.0 million and potential milestone payments up to $13.0 million[75] - The Company entered into a License Agreement for ZTlido, granting exclusive rights for commercialization outside the U.S. and sharing 50% of net revenue with the Licensee[82] Cryptocurrency Strategy - The Company adopted a cryptocurrency treasury strategy in September 2025, beginning to acquire Bitcoin and measuring eligible crypto assets at fair value[46] - As of September 30, 2025, the Company held 1,720 Bitcoins with a fair value of $196.6 million, reflecting additions of $200 million and dispositions of $8.1 million during the period[125] Debt and Financial Instruments - The Company issued convertible debentures totaling $25 million in March 2023, fully repaid by March 2024[63] - The Company recorded changes in fair value of certain financial instruments in the unaudited condensed consolidated statements of operations[52] - The Company issued a senior secured promissory note to Oramed in the principal amount of $101.9 million, with a fair value of $24.9 million as of September 30, 2025, using a discount rate of 36.00%[102] Regulatory and Compliance - The Company is currently evaluating the impact of new accounting standards on its consolidated financial statements, including ASU 2024-03 and ASU 2024-04[55][56] - The Licensee is responsible for obtaining regulatory approval for Gloperba Products outside the U.S. at its discretion[87]