Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K _____________________ ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Year Ended: December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ___________to ___________ _____________________ ACCESS Newswire Inc. (Exact name of registrant as specified in its charter) _____________________ (St ...

Financial Performance - The company incurred net losses of $174.3 million and $124.7 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $957.8 million as of December 31, 2025[293]. - The company anticipates significant expenses and operating losses for the foreseeable future, particularly as it conducts clinical trials for its Candidates, including SGT-003, SGT-212, and SGT-501[294]. - The company expects to require additional funding to support ongoing research, development, and potential commercialization of its Candidates, with cash resources projected to last until the first half of 2028[297]. - The company has never generated revenue from product sales and does not expect to do so for the foreseeable future, relying heavily on successful completion of clinical trials and regulatory approvals[302]. Clinical Trials and Development - The company is focused on advancing clinical trials for its Candidates, including the INSPIRE DUCHENNE, IMPACT DUCHENNE, FALCON, and ARTEMIS trials[295]. - The company may face challenges in obtaining necessary materials for manufacturing, which could impact its ability to scale production for clinical and commercial needs[296]. - The company has never completed a clinical trial and is currently conducting multiple trials, including INSPIRE DUCHENNE for SGT-003, with preclinical studies still ongoing for other candidates[320]. - There is a high failure rate for gene therapy products in clinical trials, and positive results in early studies do not guarantee success in later stages[323]. - The company may encounter substantial delays in clinical trials due to various factors, including difficulties in participant enrollment and reaching consensus with regulatory authorities[325]. Regulatory Environment - Regulatory approval processes for novel product candidates are unclear and can be more expensive and time-consuming compared to established products, with limited gene transfer products approved in the U.S. and EU[311]. - The company acknowledges that unfavorable global economic conditions could harm its business and financial condition, including potential impacts from inflation and interest rate fluctuations[304]. - The FDA's guidance documents on gene therapies are not legally binding but compliance is likely necessary for approval of any gene therapy candidates[364]. - The company may face increased regulatory uncertainty and delays due to recent U.S. Supreme Court decisions affecting federal agency actions[351]. Market and Competition - The company faces significant competition from larger pharmaceutical and biotechnology companies, which may adversely affect its ability to develop and commercialize its Candidates[399]. - The company operates in a highly competitive segment of the biopharmaceutical market, with many competitors developing therapies for similar conditions[400]. - The commercial success of the company's candidates will depend on market acceptance by physicians, patients, and payors, which is uncertain[435]. Manufacturing and Supply Chain - The company has limited gene therapy manufacturing experience, which could lead to production problems and delays in obtaining regulatory approval[415]. - The company relies on multiple third-party manufacturers for the supply of its candidates and may face challenges in scaling up production to meet clinical and commercial demand[419]. - The company does not currently have long-term supply or manufacturing arrangements in place for commercial-scale production of its candidates[428]. Financial and Legal Risks - The company may face limitations in marketing future products if regulatory compliance is not met, which could adversely affect profitability[348]. - Legislative changes, such as the Inflation Reduction Act, may impose new taxes and affect the company's financial condition, including a 1% excise tax on stock repurchases[466]. - The company faces risks from compliance with various healthcare laws, including the federal Anti-Kickback Statute and false claims laws, which could result in significant penalties[482]. Employee and Operational Challenges - Retaining key employees and attracting qualified personnel is critical, as there is a shortage of skilled individuals in gene therapy[455]. - The company faces challenges in managing growth due to the scale and complexity of operations, which may impact performance[456]. - There are risks associated with employee misconduct, including non-compliance with regulatory standards, which could lead to significant liabilities and harm the company's reputation[457].

Business Aviation Market Trends - The U.S. business aviation fleet's physical footprint has increased by nearly 46 million square feet over the past 16 years, with a 73% growth in cumulative square footage from 2010 to 2025[27]. - Demand for hangar space is at a premium, driven by the delivery of larger private jets, with a projected 8,500 new business jet deliveries worth over $283 billion expected between 2025 and 2034[27]. - The current order backlog for new business aviation aircraft is over $57 billion, reflecting a 10% increase from the previous year[27]. Company Operations and Facilities - The company’s HBO campuses are designed to address the supply-demand imbalance for private jet storage, targeting high-end tenants in markets with limited hangar space[29]. - As of December 31, 2025, the company’s portfolio includes 61 hangars with a total rentable square footage of 1,023,634, achieving an overall occupancy rate of 78.1%[38]. - The company plans to develop additional HBO campuses, with projected construction costs for properties in development estimated at $690 million, covering 2,695,973 square feet[41]. - The company’s existing properties include a 100% occupancy rate at SGR and CMA facilities, while BFI has a 39.5% occupancy rate[38]. - The company expects to realize economies of scale through standardized hangar designs, which will lower construction costs and expedite development processes[30]. - The HBO campuses offer features such as climate control, dedicated services, and security measures, enhancing convenience for aircraft owners[35]. Revenue and Financial Performance - The company’s long-term ground leases at various airports provide a stable revenue stream, with lease expirations extending as far as 2084[36]. - The average lease term for tenant leases is approximately 5.6 years, with a majority of leases featuring annual rent escalation[47]. - The company has achieved economic occupancy greater than 100% at most hangar campuses, indicating strong demand for hangar rental space[46]. - The company has 85 tenant leases, with no single tenant accounting for more than 10% of revenue, ensuring revenue diversification[46]. - The company relies solely on distributions from Sky to cover dividends, taxes, and operating expenses, with no independent revenue generation expected[153]. - Revenue is primarily generated from rents and fees from tenants, with all revenue derived from U.S. tenants[221]. Market and Economic Risks - The company faces competition from national, regional, and local FBOs, which may have greater financial resources or lower cost structures[48]. - Seasonal weather conditions can impact the development and leasing of hangar projects, but the company's geographic diversity helps mitigate this risk[50]. - Rising market interest rates and the unavailability of additional indebtedness could adversely affect the company's financial condition and growth prospects, particularly as it plans to issue more debt for future site developments[83]. - Adverse economic conditions, including inflation and high interest rates, may negatively impact the company's ability to service debt and ground lease obligations, potentially leading to delays in leasing vacant sites[84]. - A decrease in demand for private airport hangar space could negatively impact rental rates and the company's ability to secure financing for new ground leases and development sites[86]. Environmental and Regulatory Compliance - The company is focused on reducing its carbon footprint and has designed its HBO campuses to minimize fuel use and emissions, including the use of electric ground support equipment[57]. - The company is subject to numerous environmental regulations and does not expect compliance or remediation work to have a material negative impact on its business[52]. - Compliance with extensive governmental regulations may incur significant costs and impact overall revenue[120]. - Climate change poses risks, including exposure to severe weather events that could delay development projects and impact ongoing operations[135]. - Compliance with new climate-related laws may require costly improvements to existing properties, affecting operating costs and tenant financial conditions[137]. Financial Obligations and Debt - The company has a substantial amount of outstanding indebtedness, primarily secured under the Series 2021 Bonds and Series 2026 Bonds, which may expose it to default risks[75]. - The company’s tenant leases do not extend past the maturity date of the majority of its indebtedness, which may affect its ability to meet debt service obligations[74]. - The company anticipates funding additional construction projects of 1.2 million rentable square feet at seven airport locations through proceeds from the Term Loan Facility and Series 2026 Bonds[217]. - Future hangar campus projects are expected to cost approximately $60 million each, with 70% or more funded through private activity bonds or other indebtedness[218]. Operational Challenges and Internal Controls - The company has previously identified material weaknesses in internal controls, which could lead to misstatements in financial reporting if not adequately addressed[101][102]. - The ability to maintain the integrity of fuel supplies is critical, as failures could result in reputational damage and financial losses[98]. - The company operates under ground leases, which may not be renewed or could be renewed under unfavorable terms, significantly impacting business operations[103]. - The inability to liquidate real estate investments due to the lack of direct ownership of leased sites could adversely affect liquidity and debt service obligations[104]. Market Performance and Stock Considerations - The market price of Class A Common Stock has experienced significant volatility, trading between $2.50 and $43.41 since the closing of the Yellowstone Transaction[167]. - The dual class structure of the company may negatively impact the market price of Class A Common Stock and limit liquidity[172]. - The trading market for Class A Common Stock is influenced by analysts' research; a lack of coverage or unfavorable reports could lead to a decline in stock price and trading volume[177]. - Substantial sales of Class A Common Stock may suppress its market price; for instance, 7,911,580 shares were sold at a net issue price of $9.50 per share in 2024, with potential future sales impacting stock value[178]. Employee and Management Considerations - The company had 112 employees as of December 31, 2025, with no employees subject to collective bargaining agreements[59]. - The company is committed to competitive compensation and benefits packages to attract and retain high-quality personnel[61]. - The company has implemented a training program, the Sky Harbour Academy, to recruit and train individuals for careers in the aviation industry[62].

Mining Operations and Acquisitions - The Company acquired mining claims in Alaska, Montana, and Canada for critical minerals, with an expansion of its antimony processing facility in Montana expected to more than triple its current capacity[19] - The Company acquired approximately 10% of Larvotto Resources Limited for $37.2 million, focusing on critical minerals, particularly antimony and gold[36] - The company has acquired mining claims in Alaska, Montana, and Ontario, Canada, to secure its ore supply of antimony and other critical minerals[49] - The company owns and operates a portfolio of properties, including processing and smelting facilities, a production-stage zeolite mine, and exploration-stage mineral properties across various locations[214] - The principal operating assets include an antimony smelting and precious metals processing facility in Sanders County, Montana, and two processing facilities in Mexico[215] - The Bear River Zeolite surface mine in Preston, Idaho is the company's sole production-stage mine, with additional exploration-stage properties in Mexico, Montana, Alaska, and Ontario, Canada[215] - The company holds 2,400 acres in Sanders County, Montana, and 38,100 acres in Ontario, Canada, among other properties[216] Sales and Revenue - In September 2025, the Company secured a five-year contract with the U.S. Defense Logistics Agency for antimony metal ingots, with a maximum value of $248 million, and received sales orders totaling approximately $12 million[25] - The Company executed a five-year sales agreement for antimony trioxide with a new industrial customer, specifying monthly deliveries through December 2026[26] - Antimony sales for 2025 reached $35,380,271, a 218% increase from $11,102,573 in 2024, with pounds sold decreasing by 51,044 to 1,408,513[53] - The average sales price of antimony per pound increased to $25.12 in 2025 from $7.61 in 2024, reflecting a significant price increase[53][54] - Customer revenues accounting for 10% or more of total sales reached $31,404,694 in 2025, representing 80% of total revenues, up from 43% in 2024[62] Financial Performance and Challenges - The company has experienced a loss from operations in all but one of the prior seven fiscal years, indicating ongoing financial challenges[80] - The company may seek additional financing through private or public offerings, which may not be available on acceptable terms, potentially impacting operations[85] - The company is significantly dependent on one supplier in Canada for the majority of its ore supply, which poses a risk if supply decreases or costs increase[102] - The company’s revenue is primarily derived from the sale of antimony and zeolite products, with earnings directly related to the prices of these metals[87] - The company has accrued approximately $163,000 in financial assurances for reclamation obligations across its operations[66] Operational Risks - The company faces competition from other mineral resource exploration and development companies, which may have greater financial and technical resources[74] - The company faces significant operational risks, including potential construction delays and cost overruns in the joint venture, which could adversely affect financial performance[114] - Mining activities are subject to various risks, including accidents and adverse weather conditions, which could decrease anticipated production and affect operations[125] - The company is exposed to geopolitical risks in Mexico, where operations may be impacted by political or social disruptions and changes in local laws[130] - The company faces significant risks related to liabilities that may exceed insurance coverage, potentially impacting financial condition and operations[133] Regulatory and Compliance Issues - The company is subject to extensive U.S. and foreign regulations, including the Mine Safety and Health Act and various environmental laws, which could lead to substantial compliance costs[172] - The company may face significant costs related to compliance with environmental regulations, which could threaten existing operations and constrain expansion opportunities[179] - Legislative measures addressing climate change and greenhouse gas emissions could increase environmental compliance costs and delay regulatory approvals[182] - The company is required to reclaim mining properties, and financial assurances for reclamation costs may exceed estimates, posing financial risks[186] - Future changes to the 1872 Mining Law could adversely affect the company's ability to economically develop mineral reserves on federal lands[178] Cybersecurity and Internal Controls - Cybersecurity incidents have occurred, primarily related to phishing emails, and future incidents could materially affect business operations[147] - The company has appointed a Managing Director of Information Technology to oversee digital infrastructure and enhance security protocols[148] - Internal control over financial reporting is crucial, and deficiencies could impair the ability to produce accurate financial statements[164] - The company reported material weaknesses in internal control over financial reporting as of December 31, 2025, which could adversely affect financial reporting processes and investor confidence[165] - The company has engaged a third-party advisor to assist in improving internal control over financial reporting, but there is no assurance of successful remediation[169] Labor and Resource Availability - The availability of skilled labor is critical, and the company has faced challenges in attracting and retaining qualified personnel, particularly in remote locations[145] - The company is significantly dependent on a lease agreement for its mining operations, which has been extended through December 31, 2034, and any changes could adversely affect business operations and cash flow[104] Market Conditions - Macroeconomic factors such as inflation, high interest rates, and geopolitical risks have adversely impacted the company’s business and could further affect demand for its products[81] - Fluctuations in foreign currency exchange rates, particularly between the U.S. Dollar and the Mexican Peso, may materially affect the company's financial results[94] - The market price of the company's common stock has historically been volatile, influenced by various factors including metals prices and operational results[153] - The company may issue additional equity securities in the future, which could dilute existing stockholders' interests[160]

Clinical Trials and Studies - The ongoing REGAL study for GPS monotherapy in acute myeloid leukemia (AML) has completed enrollment with approximately 125 to 140 patients across 95 clinical sites, and the interim analysis will be conducted after 60 events (deaths) are reached[19]. - SLS009 has shown a 33% overall response rate (ORR) in 54 evaluable patients with relapsed/refractory AML, exceeding the pre-specified ORR threshold of 20%, with a median overall survival of 8.9 months in patients with myelodysplasia-related mutations[27]. - The Phase 2a trial of SLS009 in combination with venetoclax and azacitidine is ongoing, evaluating two dose levels, with positive data announced from the first three cohorts[26]. - The Phase 3 REGAL trial for GPS in AML patients who achieved hematologic complete remission is currently ongoing[46]. - GPS demonstrated a 75% frequency of either CD8+ or CD4+ T-cell responses in a Phase 1 clinical study involving 12 evaluable patients after 12 vaccinations[44]. - The Phase 3 REGAL study aims to enroll approximately 125 to 140 patients and is designed to assess OS as the primary endpoint, with secondary endpoints including leukemia-free survival and minimal residual disease negativity[61][62]. - The Phase 2 trial at the H. Lee Moffitt Cancer Center showed a median OS of 16.3 months for GPS-treated patients compared to 5.4 months for those under watchful waiting, with a statistically significant difference (p=0.0175)[58]. - The principal investigator for the study was Dr. Marjorie G. Zauderer, MD, who aimed to evaluate the clinical activity of GPS in combination with nivolumab in patients with macroscopic disease[79]. - The study enrollment was completed at the end of 2022, with positive topline safety and efficacy data reported in June 2023[82]. Regulatory Designations and Approvals - The FDA granted Orphan Drug Designations for GPS in AML, malignant pleural mesothelioma, and multiple myeloma, as well as Fast Track designations for AML, MPM, and MM[22]. - The FDA granted Rare Pediatric Disease designations to SLS009 for pediatric acute lymphoblastic leukemia and pediatric AML in 2024[33]. - The company plans to submit a Biologics License Application (BLA) for its GPS product following positive data from the REGAL clinical trial in AML patients[190]. - The FDA requires substantial time and financial resources for the approval process of drug candidates, including preclinical and clinical trials[189][191]. - The FDA may refuse to file an NDA or BLA if deemed incomplete, requiring resubmission with additional information[207]. - Fast Track designation allows for increased interactions with the FDA and potential rolling review of sections of the NDA or BLA, with a target action date of six months for priority review[216]. Financial Agreements and Milestones - The company has received $10.5 million in upfront and milestone payments under the license agreement with 3D Medicines, with a total of $191.5 million in potential future milestones remaining[20]. - The company received a $1.0 million milestone payment in Q2 2022 following the approval of the IND for the Phase 1 clinical trial of GPS in China[68]. - The company entered into an exclusive license agreement with Memorial Sloan Kettering Cancer Center, which includes minimum annual royalty payments of $0.1 million and research funding costs of $0.2 million for three years starting January 2016[139]. - The company agreed to pay up to $17.4 million in aggregate milestone payments for each licensed product, with additional payments of up to $2.8 million for each additional patent licensed product[139]. Product Development and Pipeline - The clinical development pipeline includes GPS and SLS009, with various stages of trials for different cancer indications, including ongoing Phase 2 and Phase 3 studies[34]. - The company aims to develop multiple oncology product candidates, focusing on better treatments for AML to leverage clinical development expertise in hematology/oncology[35]. - SLS009, a next-generation CDK9 inhibitor, was in-licensed in March 2022 and has shown higher selectivity for CDK9 compared to other CDK inhibitors in development[92][94]. - The PIVOT program aims to evaluate SLS009 in pediatric solid tumors and leukemia models, with successful completion of pharmacokinetics and tolerability phases[131]. Market and Competitive Landscape - The global market size for AML is projected to reach $5.09 billion by 2030, with a CAGR of 21.85% from 2018 to 2030[48]. - The company faces competition from major pharmaceutical companies in the oncology therapeutic market, which have greater resources and established products[177][178]. - For SLS009, competition is expected from companies developing selective CKD9-targeting therapies, with patents covering SLS009 expected to expire in 2038 and 2042[182]. - Key competitive factors affecting product success include efficacy, safety, pricing, and the ability to secure reimbursement from payors, which could impact market entry and positioning[184]. Safety and Efficacy Data - GPS has shown positive Phase 2 clinical data on effectiveness, with good tolerability and a favorable safety profile[45]. - The combination of GPS and pembrolizumab resulted in a median overall survival (OS) of 18.4 months, compared to 13.8 months with pembrolizumab alone in a similar patient population[78]. - The median overall survival (OS) for patients with an immune response to GPS was 27.8 months, a 208.3% increase compared to 9.0 months for those without an immune response[86]. - The overall response rate for the trial was 6.3%, with a disease control rate (DCR) of 50.1% at a median follow-up of 14.4 months, representing an approximate 45% increase in DCR compared to checkpoint inhibitors alone[78]. Manufacturing and Supply Chain - The company relies on third-party contract manufacturers for all required raw materials and finished product candidates, with no current plans to develop in-house manufacturing operations[162]. - The company has entered into a Clinical Supply Agreement with GenFleet for the manufacturing and supply of SLS009, which is crucial for regulatory approval activities worldwide, excluding Greater China[166]. - The current storage condition of the GPS drug product is -20°C, with ongoing stability data collection to allow for storage at 2-8°C, enhancing supply chain logistics[165]. Employee and Organizational Structure - As of March 1, 2026, the company has 13 full-time employees, with 54% being women and 31% being racial or ethnic minorities[186][187]. - The company is committed to recruiting and retaining skilled employees through competitive benefits and compensation packages[188].

Drug Development and Pipeline - The company has licensed exclusive worldwide development and commercialization rights to DMR-001, targeting mutCALR, with plans to submit an IND or CTA in mid-2026[1]. - DMR-001 is designed to treat essential thrombocythemia (ET) and myelofibrosis (MF), with approximately 25% of ET and 35% of MF cases driven by mutCALR mutations[1][3]. - The company plans to initiate a Phase 1 trial for DMR-001 in ET and MF patients with a subcutaneous formulation, with two proof-of-concept readouts expected beginning mid-2027[5][6]. - DMR-002 and DMR-003 are also in development, with IND or CTA filings anticipated in the second half of 2026 and 2027, respectively[6][7]. - The company has deprioritized the development of GB3226, focusing instead on the mutCALR portfolio to address the full spectrum of mutCALR MPN diseases[8]. - INCA033989 demonstrated clinical proof-of-concept in ET patients with rapid decreases in platelets and symptom improvements in MF patients[62]. - DMR-001 showed approximately three-fold greater inhibition of cell proliferation in Type 1 mutCALR-dependent assays compared to a reference antibody[67]. - DMR-001 exhibited a five-fold longer half-life in non-human primates compared to a reference mutCALR antibody, suggesting potential for extended dosing intervals[71]. - Approximately 17% of patients with mutCALR ET progress to MF, with an incidence of 3,700 to 3,900 new MF patients per year in the U.S.[79]. - DMR-002 and DMR-003 are additional anti-mutCALR product candidates expected to enter clinical development, with IND filings anticipated in 2026 and 2027 respectively[80]. Market Potential and Financials - The U.S. market for mutCALR-driven ET and MF is estimated to be at least $5 billion[3]. - The company completed a $285 million private placement with a syndicate of healthcare investors to support its development efforts[82]. - The company plans to use net proceeds of approximately $297.3 million from a public offering to advance preclinical studies, clinical trials, and manufacturing for antibody programs[95][96]. - The company raised $285 million through a private investment, issuing 39,641 shares of Series C Preferred Stock at a price of $7,186.90 per share[89]. Regulatory and Compliance - The FDA reviews a Biologics License Application (BLA) within 60 days to determine if it is substantially complete before filing[132]. - Standard BLA reviews are completed within 10 months, while priority reviews take 6 months after filing acceptance[132]. - A BLA approval is contingent upon compliance with current Good Manufacturing Practices (cGMP) and Good Clinical Practices (GCP)[133]. - The FDA may issue a Complete Response letter detailing deficiencies if the BLA does not meet regulatory criteria[134]. - The company must obtain requisite approvals from foreign regulatory authorities before commencing clinical trials or marketing products in those countries[175]. - The company must establish and maintain a pharmacovigilance system, which includes the obligation to conduct ongoing assessments of risks and benefits of marketed medicinal products[221]. - Non-compliance with pharmacovigilance obligations can lead to financial penalties or the variation, suspension, or withdrawal of the marketing authorization (MA) for the product[222]. Competition and Market Landscape - The company faces competition from several biopharmaceutical companies developing treatments for mutCALR-driven MPNs, including Incyte and Janssen Pharmaceuticals[120][121]. - Current treatments for ET and MF are not selective for mutCALR, highlighting the unmet medical need for targeted therapies like DMR-001[10]. Research and Development Expenses - The company recognized a research and development expense of $1.5 million related to a milestone payment for DMR-001 in December 2025, which was also paid in January 2026[107]. - Research and development expenses recognized from the Asset Acquisition through December 31, 2025, total $12.7 million, including $12.6 million for R&D and $0.1 million for general and administrative expenses[110]. - Of the $12.6 million R&D expense, $8.1 million is allocated to DMR-001, $2.2 million to DMR-002, and $1.6 million to DMR-003[111]. Corporate Changes and Governance - The company changed its name from "Galecto, Inc." to "Damora Therapeutics, Inc." effective March 10, 2026[98]. - The Asset Acquisition of Damora Therapeutics, Inc. was completed on November 10, 2025, enhancing the company's pipeline of next-generation antibodies targeting mutCALR[86]. - The acquisition involved a stock-for-stock transaction with a fixed exchange ratio of 1-for-1.6366, resulting in the issuance of 265,309 shares of common stock and additional preferred stock[87]. - The company increased the number of authorized shares of common stock from 300 million to 500 million following stockholder approval[91]. Legal and Regulatory Environment - The Inflation Reduction Act (IRA) allows CMS to negotiate prescription drug prices and cap out-of-pocket costs, with the first 10 drugs announced for negotiation in August 2024[167]. - The IRA's inflation rebate provision requires drug manufacturers to pay a rebate if drug prices increase faster than inflation, effective from 2023[167]. - The ACA significantly changed healthcare financing in the U.S., affecting pharmaceutical pricing, coverage, and reimbursement, with ongoing challenges expected[169]. - The Physician Payments Sunshine Act requires manufacturers to report payments to healthcare professionals, enhancing transparency in the industry[153]. - Compliance with various state and federal data privacy laws, including HIPAA and CCPA, is essential and complex, impacting operational costs[159]. International Regulations - The centralized procedure for marketing authorization in the EU is compulsory for certain medicinal products, streamlining the approval process across member states[195]. - The MHRA's new International Reliance Procedure, effective January 1, 2024, allows for fast-tracked reviews of medicinal products approved in other jurisdictions[194]. - The transition to the new Clinical Trials Regulation (CTR) requires compliance by January 31, 2025, for ongoing trials approved under the former directive[189]. - New Chemical Entities (NCEs) approved in the EU qualify for eight years of data exclusivity and ten years of marketing exclusivity[208]. - A conditional marketing authorization can be granted in exceptional circumstances, requiring annual renewal until full data is provided[207].

Financial Performance - For the years ended December 31, 2025 and 2024, the company reported net losses of $165.7 million and $80.6 million, respectively, with an accumulated deficit of $434.8 million as of December 31, 2025[208]. - The company has not generated any commercial revenue to date and anticipates continued significant operating losses due to the costs associated with research and development, clinical trials, and regulatory approval processes[212][214]. - The company has net operating loss (NOL) carryforwards of $349.9 million as of December 31, 2025, which may be limited in their use due to potential ownership changes[224][226]. Cash and Funding - As of December 31, 2025, the company had cash, cash equivalents, and marketable securities totaling $136.9 million, supplemented by $107.6 million in net proceeds from a public offering, expected to fund operations into the second quarter of 2027[216]. - The company may need to raise additional funding to complete the development and commercialization of nomlabofusp, which could lead to dilution of existing shareholders[222]. Clinical Development - The company has completed four clinical studies for its lead product candidate, nomlabofusp, including two Phase 1 studies and a Phase 2 dose exploration study, with ongoing trials in adults and adolescents[228]. - The clinical development process for nomlabofusp is lengthy and expensive, with a high historical failure rate for product candidates in the industry[233]. - The company currently has no marketed proprietary products and has not advanced any product candidate beyond Phase 2 clinical trials, making it difficult to assess its ability to commercialize products independently[243]. - The company faces challenges in recruiting and retaining patients for clinical trials, particularly due to the rarity of the disease being targeted[238]. - Future clinical trials may be delayed or terminated due to safety concerns or negative interim results, impacting the company's ability to generate revenue[237]. Regulatory Challenges - Regulatory approval for nomlabofusp may be delayed or limited, and there is no assurance that it will achieve market acceptance sufficient to generate profits[231]. - The company must successfully submit a Biologics License Application (BLA) and foreign marketing authorization applications to proceed with commercialization[232]. - There is uncertainty regarding the approval process, as regulatory authorities may require additional data or impose post-marketing commitments[250]. - The FDA's Fast Track and Breakthrough Therapy Designations for nomlabofusp do not guarantee a faster approval process or ultimate marketing approval[269]. - The company may face significant delays or additional requirements if the FDA does not accept or approve the planned BLA[276]. Market and Competitive Landscape - The prevalence of Friedreich's Ataxia (FA) is estimated to be three times greater in the European Union than in the United States, representing a significant market opportunity for nomlabofusp[313]. - Market acceptance of nomlabofusp will depend on various factors, including competition from other therapies and the willingness of patients and physicians to adopt the treatment[316]. - The company anticipates increased competition in the U.S. market due to the development of biosimilars, which may exert downward pressure on product prices and sales[327]. Manufacturing and Supply Chain - Manufacturing of fusion proteins like nomlabofusp is complex and may lead to delays in development or commercialization[265]. - The company relies on contract manufacturers for biologic products, which may pose risks related to compliance and supply chain disruptions[266]. - The company has not yet manufactured its product candidates on a full commercial scale, which poses risks to its ability to launch and supply products effectively[392]. - The company relies on third-party supply and manufacturing partners for drug supplies, which may affect the availability and quality of materials needed for clinical trials and commercial products[391]. Data Privacy and Security - The company is subject to stringent data privacy and security regulations, and non-compliance could lead to regulatory actions and financial penalties[341]. - Cybersecurity threats, including ransomware and phishing attacks, are rising, posing risks to the confidentiality and integrity of sensitive data[362]. - Non-compliance with data privacy laws could lead to significant consequences, including regulatory actions, litigation, and reputational harm[355]. Human Resources and Management - The company is highly dependent on its management and scientific personnel, and any loss of key employees could impede its research and development objectives[328]. - Recruiting and retaining qualified personnel in the biopharmaceutical field is challenging, and failure to do so may adversely affect the company's business strategy[330]. Compliance and Legal Risks - The company may face significant penalties for non-compliance with regulatory requirements, including potential product recalls and withdrawal of marketing approval[309]. - The company faces risks related to compliance with evolving data privacy and security regulations, including GDPR, HIPAA, and CCPA, which could result in substantial fines and operational challenges[374].

Competition and Market Dynamics - The company faces intense competition in the home health, hospice, and durable medical equipment industries, with numerous competitors having greater financial resources [148]. - Managed care organizations are consolidating, which could adversely affect the company's ability to maintain relationships with existing patient referral sources and impact financial performance [152]. - The company seeks to diversify payer sources through managed care contracts, but failure to secure favorable contracts could materially impact financial performance [199]. - National public health emergencies, such as pandemics, could lead to decreased demand for services and increased operational costs, adversely affecting financial condition [200]. - Labor shortages in the healthcare industry may increase recruitment costs and reduce profitability, impacting the company's ability to meet patient demand [203]. Reimbursement and Funding Risks - The company relies heavily on Medicare and Medicaid for funding, and changes in reimbursement rates could materially affect revenue and profitability [158]. - The One Big Beautiful Bill Act (OBBBA) passed in 2025 includes funding cuts to Medicaid, which may lead to lower reimbursement for the company's services [159]. - Medicare reimbursement has been subject to a 2% reduction through sequestration since July 1, 2022, which could impact financial results [163]. - CMS implemented a new payment system (PDGM) on January 1, 2020, which changed the payment period from 60 days to 30 days, potentially affecting reimbursement rates [164]. - The Review Choice Demonstration (RCD) project could delay or reduce Medicare reimbursement if the company fails to comply with its requirements [165]. - The Consolidated Appropriations Act includes provisions that could impact Medicare benefit payments, with a 2% mandatory sequestration effective January 1, 2025 [166]. - A final rule released by CMS on November 28, 2025, cuts Medicare reimbursement rates by 1.3%, which may adversely affect the company's financial position [168]. - The company faces risks related to reimbursement rates from Medicare and Medicaid, which are fixed and established through legislation, impacting profitability [171]. - Value-based purchasing programs are becoming more common, with potential impacts on reimbursement based on quality of care and outcomes [172]. - CMS aims to have all fee-for-service Medicare beneficiaries in a care relationship with accountability for quality and total cost of care by 2030, indicating a shift towards value-based care [173]. - Changes in healthcare regulations, particularly regarding Medicare and Medicaid, could adversely impact customer payments, affecting the company's financial condition and cash flows [190]. - A decrease in Medicare reimbursement rates, as indicated by the 2026 HH Rule, could have a material adverse effect on the company's financial results [192]. - Quality reporting requirements for hospice services may lead to a 2% reduction in Medicare reimbursement if compliance is not met, impacting financial performance [194]. - The company is subject to annual Medicare caps for hospice operations, and exceeding these caps could necessitate reimbursement to Medicare, adversely affecting financial results [198]. - Adverse developments in the U.S. could lead to a reduction in federal government expenditures, including funding for Medicare and Medicaid, which may materially affect the company's financial condition and cash flows [205]. - The company faces increased pricing pressure and potential reimbursement rate cuts from Medicare and Medicaid due to economic downturns, which could adversely impact its business [204]. Financial Position and Capital Structure - The company has a substantial amount of indebtedness, with $1,487 million principal amount outstanding under all borrowings as of January 3, 2026 [221]. - The company has approximately $225.5 million borrowing availability under its Revolving Credit Facility and approximately $110.0 million borrowing availability on its Securitization Facility as of January 3, 2026 [221]. - The company’s high leverage may limit its ability to pursue strategic alternatives and react to changes in the business environment [222]. - The company's outstanding variable rate indebtedness was $1,487 million as of January 3, 2026, exposing it to interest rate risk due to fluctuations in the secured overnight financing rate (SOFR) [228]. - Goodwill and intangible assets accounted for approximately 60% of total assets on the balance sheet as of January 3, 2026, indicating potential risks related to impairment [242]. - The company has recorded a valuation allowance against certain state and federal NOLs determined not to be more likely than not to be utilized in the future [251]. - The company recorded an interest expense carryover of $371.6 million for federal and state purposes as of January 3, 2026 [251]. Operational and Compliance Challenges - Delays in billing and collections could adversely affect the company's liquidity and financial position, particularly during integration processes [175]. - The timing of payments under Medicare and Medicaid managed care programs is slower than traditional models, complicating cash flow management [178]. - Changes in estimates of collectability or delays in accounts receivable could negatively impact results of operations and liquidity [179]. - Cybersecurity threats are increasing in frequency and complexity, posing risks to the company's financial position and operations [181]. - Any cybersecurity incidents could result in significant liabilities, fines, and reputational damage, adversely affecting the company's business [184]. - The company may face significant capital expenditures to protect against cybersecurity threats, which could lead to material disruptions and loss of sensitive information [185]. - Past incidents of cybersecurity breaches have exposed the company to regulatory penalties, litigation, and increased operational expenses, potentially impacting financial position and liquidity [186]. - The use of artificial intelligence (AI) poses risks related to confidentiality and inaccurate outputs, which could adversely affect business operations and decision-making [187]. - The implementation of new or upgraded business and information technology systems may disrupt operations and adversely affect financial results [208]. - The company must comply with extensive conditions of participation in the Medicare program, and failure to do so could result in termination from Medicare, adversely affecting cash flow [212]. - The company is subject to ongoing audits and investigations by federal and state agencies, which could result in significant fines and penalties [268]. - The company is subject to extensive regulations that govern its relationships with physicians and other referral sources, which could impact its operations [270]. Governance and Shareholder Considerations - The company does not intend to pay dividends for the foreseeable future, opting to retain all available funds for business growth [292]. - The company qualifies as a "controlled company," with Bain Capital L.P. and J.H. Whitney Capital Partners collectively owning 57.7% of outstanding common stock as of January 3, 2026, which may affect governance and attractiveness to investors [293]. - The company faces potential conflicts of interest due to its Sponsors' ability to influence business decisions and pursue competing opportunities [294]. - The company must comply with Section 404 of the Sarbanes-Oxley Act, which requires annual assessments of internal control effectiveness, incurring substantial expenses [296]. - There is a risk of material weaknesses in internal controls that could adversely affect financial reporting and investor confidence [297]. - Anti-takeover provisions in the company's governing documents may limit stockholder actions and affect the market price of common stock [298]. - The company has opted out of Section 203 of the Delaware General Corporation Law, which could delay or prevent certain business combinations [299]. - The company’s Amended Charter limits the ability of stockholders to bring claims in favorable judicial forums, potentially discouraging lawsuits [302]. - The company has approximately 800 million shares of authorized but unissued common stock, which could lead to dilution for existing shareholders if additional shares are issued [287]. - The company has filed registration statements on Form S-8 to register shares of common stock issuable under its incentive plans, which may lead to dilution [287]. - The company has a currently effective shelf registration statement on Form S-3 allowing it to offer and sell up to $400 million of various securities, which could dilute existing shareholders [288]. Legal and Regulatory Risks - The company may face significant penalties for non-compliance with various federal and state laws regarding data privacy and security, which could adversely affect its business [284]. - The company is required to offer a minimum level of health coverage for 95% of its full-time employees in 2024 or face an annual penalty [286]. - The company is exposed to liabilities from potential violations of the Anti-Kickback Statute and Stark Law, which could lead to civil and criminal penalties [274]. - The company has incurred and expects to continue incurring additional costs to comply with the California Consumer Privacy Act (CCPA) and similar regulations [284]. - The company is monitoring legal developments in data privacy and security regulations, as evolving laws may have a material adverse effect on its operations [284]. - The company faces risks related to changes in tax laws and regulations that could adversely affect its financial condition and cash flows [252]. - The company is impacted by healthcare reforms that may change the nature of its services and payment methods, potentially affecting its revenue [259].

Financial Performance - For 2025, net income attributable to common stockholders decreased to $75,000 from $2,690,000 in 2024, primarily due to a $2,976,000 increase in corporate expenses and a $2,519,000 decrease in equity earnings from joint ventures [264]. - Net income for 2025 was $71,000, a significant decrease from $2,688,000 in 2024 and $3,265,000 in 2023 [360]. - Adjusted EBITDA increased to $25,256,000 in 2025, up from $23,378,000 in 2024 and $21,386,000 in 2023, reflecting a growth of 8% year-over-year [360]. - Total net operating income for Commercial/Industrial was $8,008,000 in 2025, down from $9,036,000 in 2024, indicating a decline of 11.4% [363]. - Earnings from unconsolidated joint ventures decreased to $14,561,000 in 2025 from $18,874,000 in 2024, representing a decline of 22.3% [366]. - The company reported a total depreciation and amortization of $13,004,000 in 2025, an increase from $11,638,000 in 2024 [360]. - The company incurred shareholder activism expenses of $3,399,000 in 2025, which impacted comparability [360]. Revenue and Segment Performance - Commercial/industrial revenues increased by 20% year-over-year to $15,006,000 in 2025, driven by land sales within TRCC, including $3,737,000 from two land sales [280]. - The commercial/industrial segment's operating income rose to $7,004,000 in 2025, up from $4,642,000 in 2024, reflecting improved profitability from land sales [279]. - The farming segment saw a $3,514,000 improvement in operating results in 2025, attributed to higher pistachio revenues [264]. - Total profit from land sales for 2025 was $1,875,000, contributing to the overall revenue growth in the commercial/industrial segment [264]. - Multifamily revenues for the year ended December 31, 2025, were $732,000, primarily from rental income during the initial lease-up phase of Terra Vista at Tejon, which began leasing in May 2025 [292]. - Resort/residential segment expenses decreased by $338,000, or 13%, to $2,277,000 in 2025 compared to $2,615,000 in 2024, mainly due to lower professional service fees and payroll costs [293]. - Mineral resources segment revenues decreased by $578,000, or 6%, to $9,636,000 in 2025, attributed to lower oil and natural gas production volumes and pricing [299]. - Total ranch operations revenues increased by $284,000, or 5%, from $5,195,000 in 2024 to $5,479,000 in 2025, mainly due to higher game management and other revenue [312]. Expenses and Costs - Corporate general and administrative costs increased by $2,976,000, or 26.8%, to $14,068,000 during 2025 compared to $11,092,000 in 2024, largely due to higher shareholder expenses [311]. - Farming segment expenses rose by $1,299,000, or 7%, from $17,551,000 in 2024 to $18,850,000 in 2025, primarily due to higher crop-related costs associated with the 2025 pistachio harvest [302]. - Ranch operations expenses increased by $397,000, or 8%, from $4,864,000 in 2024 to $5,261,000 in 2025, primarily due to higher operating expenses [312]. - Total mineral resources expenses decreased by $245,000, or 3%, to $6,807,000 in 2025, reflecting lower costs associated with reduced water sales [299]. Investments and Capital Expenditures - The company plans to commence construction of a 510,385 square-foot industrial building through a joint venture with Dedeaux Properties in 2026 [283]. - The estimated capital investment for 2026 includes approximately $16,857,000 for development costs at TRCC-East and $5,254,000 for developing olive and almond orchards [333]. - Investing activities used $62,306,000 in 2025, primarily driven by capital expenditures of $63,210,000 related to real estate [327]. Debt and Financing - The company entered into a Revolving Credit Facility providing $160,000,000 in revolving credit and a $15,000,000 letter of credit sub-facility, with interest-only payments required until maturity on January 1, 2029 [339][340]. - The company paid off $47,078,564 in existing debt using funds from the Revolving Credit Facility, which will be used for working capital and future construction projects [341]. - As of December 31, 2025, total capitalization at book value was $584,498,000, with a debt-to-total-capitalization ratio of approximately 16.1%, up from 12.0% in 2024 [338]. - The outstanding balance on the revolving line of credit was $93,942,000 as of December 31, 2025, with an effective interest rate of 6.15% [370]. - The company expects to secure additional funding through debt financing, joint ventures, asset sales, or issuance of common stock to meet capital requirements for land development [351]. Future Outlook - The company anticipates achieving stabilized occupancy for the multifamily segment in 2026, which is expected to improve operating income compared to 2025 [292]. - The long-term business plan for the development of MV, Grapevine, and Centennial remains unchanged, with a focus on obtaining development capital and enhancing land value [295]. - The company expects to continue investing in vertical development within its active commercial and industrial segments to enhance shareholder value [322].

Sales and Revenue - Jewelry sales accounted for 10.2% of consolidated net sales in fiscal year 2026[26] - The second half of the fiscal year historically accounts for a significant portion of net sales, with 56.3% in 2026, 55.4% in 2025, and 54.2% in 2024[48] - For the fiscal year ended January 31, 2026, licensed brands represented 58.3% of the Company's net sales, indicating significant reliance on these agreements for revenue generation[122] - The Company's International operations accounted for 34.1% of total net sales in Europe, 9.7% in the Americas (excluding the U.S.), 7.0% in Asia, and 5.9% in the Middle East for fiscal 2026[201] Marketing and Brand Strategy - The Company plans to launch a new collection under the Kate Spade New York brand in spring 2027[16] - The Company focuses on expanding its digital marketing and online reach, including social media and influencer partnerships[41] - The Company has a selective licensing strategy, entering long-term agreements with powerful brands[15] - The Company’s owned brands generally earn higher gross margins compared to licensed brands, with e-commerce gross margins also exceeding those of traditional wholesale[205] Financial Performance and Risks - The Company had unfilled orders of $46.9 million as of March 13, 2026, compared to $56.8 million on April 11, 2025, and $41.0 million on March 20, 2024, indicating a decrease in backlog[49] - Adverse economic conditions, including declines in consumer confidence and spending, could materially affect the Company's operating results, particularly for discretionary items[86][87] - The United States has imposed additional tariffs on imported goods, which could increase product and input costs, disrupt sourcing, and adversely affect margins[96][99] - The Company is subject to foreign currency exchange rate risk, with significant inventory purchases in Swiss Francs and sales in various foreign currencies, impacting future results of operations[95] Operational Structure - The Company operates in two segments: Watch and Accessory Brands and Company Stores[42] - The Company operates 53 retail outlet locations in the U.S. and four in Canada, along with an online outlet store, providing effective channels for selling current and discontinued models[47] - The Company employs a flexible manufacturing model, relying on independent manufacturers to meet market demand while maintaining high-quality standards[55] Employee and Workforce - Approximately 37% of the Company's non-retail employees have been with the Company for over 10 years, indicating strong employee retention[70] - The Company has a global workforce of 1,386 employees, with 991 full-time, 363 part-time, and 32 temporary employees as of January 31, 2026[69] Legal and Compliance - The Company actively protects its intellectual property rights and is involved in litigation to enforce these rights when necessary[66] - The Company operates in numerous foreign jurisdictions and is subject to anti-corruption laws, which could result in significant penalties if violated[94] - The Company is involved in legal proceedings that may affect its financial condition, but the resolution of these matters is not expected to materially impact future results[185] Supply Chain and Production - The Company relies on independent manufacturers, and any loss or disruption in supply could adversely affect customer relations and net sales[145] - The Company maintains service facilities worldwide, including four owned facilities and several authorized independent service centers for warranty repairs[52] Cybersecurity and Technology - Cybersecurity risks pose a threat to the Company's information systems, potentially leading to lost sales and damage to customer relationships[150] - E-commerce operations are at risk from system failures and disruptions, which could lead to lost sales and harm the Company's reputation[134] Financial Management - The Company must secure financing on favorable terms to maintain its financial condition, as increased borrowing costs could adversely impact operations[164] - The Company expects to incur significant charges from restructuring and optimization initiatives, which could reduce operating income and net income[149] Market Competition - The Company faces intense competition in the watch industry, including from smart watches, which could adversely affect its market position and financial results[113] - Regulatory changes and a shifting marketing environment may hinder the Company's ability to penetrate key market segments, potentially leading to a loss of market share and revenue[120] Environmental and Social Responsibility - The Company is committed to community engagement, sponsoring The Movado Group Foundation, which supports philanthropic campaigns in the U.S.[79] - The Company is subject to environmental risks, including climate change, which could lead to increased operational expenses and affect profitability[137]