[Company Overview & Highlights](index=1&type=section&id=Company%20Overview%20%26%20Highlights) The company reported strong Q2 2025 financial results, including increased investment income, a stable NAV, and significant capital deployment, supported by a growing investment pipeline [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Chicago Atlantic BDC, Inc. reported $13.1 million in total investment income and $7.7 million in net investment income ($0.34 per share) for Q2 2025, with a portfolio fair value of $307.5 million and NAV per share at $13.23 | Metric | Amount (Million USD) | | :-------------------------------- | :----------------- | | **Financial Performance:** | | | Total Investment Income | 13.1 | | Net Investment Income | 7.7 | | Net Investment Income per Weighted Average Share | 0.34 | | Net Increase in Net Assets from Operations | 8.6 | | Net Increase in Net Assets from Operations per Weighted Average Share | 0.38 | | **Investment Portfolio:** | | | Investment Portfolio Fair Value | 307.5 | | **Per Share Data:** | | | Net Asset Value (NAV) per Share | 13.23 | | **Dividends:** | | | Declared Dividend (per share) | 0.34 | | **Share Information:** | | | Shares of Common Stock Issued and Outstanding | 22,820,408 | - The Board of Directors declared a **cash dividend of $0.34 per share** for the quarter ending September 30, 2025, payable on October 10, 2025, to shareholders of record on September 29, 2025[6](index=6&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Peter Sack highlighted the deployment of **$56 million** in capital through Q3, with a growing investment pipeline exceeding **$780 million** across cannabis and non-cannabis sectors, supported by a new senior credit facility - The company deployed **$56 million** in total capital during Q2 and through Q3 to date[3](index=3&type=chunk) - The investment opportunity pipeline in cannabis and non-cannabis sectors has grown to over **$780 million**[3](index=3&type=chunk) - A new senior credit facility offers significant advantages for meeting borrower debt maturities, growth capital, and potential ESOP transaction needs[3](index=3&type=chunk) [Portfolio and Investment Activity](index=1&type=section&id=Portfolio%20and%20Investment%20Activity) The company's investment portfolio reached **$307.5 million** across 31 companies, with significant capital deployment and no non-accrual loans as of Q2 2025 [Portfolio Overview and Activity](index=1&type=section&id=Portfolio%20Overview%20and%20Activity) As of June 30, 2025, the company's portfolio fair value was approximately **$307.5 million** across 31 companies, with **$39.1 million** deployed in Q2 and **$22.3 million** in principal repayments, maintaining no non-accrual loans | Metric | Amount/Quantity | | :--------------------------------------- | :----------------- | | Investment Portfolio Fair Value (as of June 30, 2025) | 307.5 Million USD | | Number of Portfolio Companies (as of June 30, 2025) | 31 Companies | | Q2 2025 Capital Deployed | 39.1 Million USD | | Capital Deployed Post-Quarter | 17.2 Million USD | | Q2 2025 Principal Repayments | 22.3 Million USD | - As of June 30, 2025, there were **no loans on non-accrual status** in the company's investment portfolio[7](index=7&type=chunk) [Financial Performance](index=1&type=section&id=Financial%20Performance) The company demonstrated solid financial performance with increased investment income, a stable NAV, enhanced liquidity, and a declared dividend for the quarter [Results of Operations](index=1&type=section&id=Results%20of%20Operations) Q2 2025 saw total investment income of **$13.08 million** and net investment income of **$7.66 million** ($0.34 per share), with a net increase in net assets from operations of **$8.58 million** ($0.38 per share), driven by unrealized appreciation Q2 2025 Results of Operations (vs. Q1 2025) | Metric | June 30, 2025 (Million USD) | March 31, 2025 (Million USD) | Change (Million USD) | | :--------------------------------------- | :-------------------------- | :-------------------------- | :----------------- | | Total Investment Income | 13.08 | 11.92 | +1.16 | | Net Expenses | 5.42 | 4.27 | +1.15 | | Net Investment Income | 7.66 | 7.65 | +0.01 | | Net Change in Unrealized Appreciation (Depreciation) | 0.92 | (0.03) | +0.95 | | Net Increase in Net Assets from Operations | 8.58 | 7.61 | +0.97 | | Net Investment Income per Share | 0.34 | 0.34 | 0.00 | | Net Increase in Net Assets from Operations per Share | 0.38 | 0.33 | +0.05 | [Net Asset Value (NAV)](index=2&type=section&id=Net%20Asset%20Value%20%28NAV%29) As of June 30, 2025, NAV per share slightly increased to **$13.23** from **$13.19**, with total net assets rising to **$301.8 million**, primarily due to operational growth partially offset by dividends Net Asset Value Per Share and Total Net Assets (Quarterly Comparison) | Metric | June 30, 2025 | March 31, 2025 | Change | | :------------------- | :------------- | :------------- | :--- | | Net Asset Value (NAV) per Share | $13.23 | $13.19 | +$0.04 | | Total Net Assets | $301.8 Million | $301.0 Million | +$0.8 Million | - The slight increase in NAV per share was primarily driven by the growth in net assets from operations, partially offset by dividend payments[8](index=8&type=chunk) [Liquidity and Capital Resources](index=2&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had **$108.8 million** in liquidity, including **$13.8 million** in cash, with liquidity increasing to **$125.4 million** by August 14, 2025, and no outstanding senior credit facility borrowings Liquidity and Capital Resources | Metric | June 30, 2025 (Million USD) | August 14, 2025 (Million USD) | | :----------------------- | :-------------------------- | :-------------------------- | | Total Liquidity | 108.8 | 125.4 | | Cash and Cash Equivalents | 13.8 | N/A | | Senior Credit Facility Outstanding Borrowings | 5.0 | 0.0 | [Dividend Declaration](index=1&type=section&id=Dividend%20Declaration) The Board of Directors declared a **cash dividend of $0.34 per share** for the quarter ending September 30, 2025, payable on October 10, 2025, to shareholders of record on September 29, 2025 Dividend Details | Metric | Detail | | :----------------- | :-------------------------------- | | Dividend Amount (per share) | $0.34 | | Quarter End Date | September 30, 2025 | | Payment Date | October 10, 2025 | | Record Date | September 29, 2025 | [Corporate Information](index=3&type=section&id=Corporate%20Information) This section outlines the company's operational structure, investment focus, includes a forward-looking statements disclaimer, and provides investor contact details [About Chicago Atlantic BDC, Inc.](index=3&type=section&id=About%20Chicago%20Atlantic%20BDC%2C%20Inc.) Chicago Atlantic BDC, Inc. operates as a regulated Business Development Company (BDC) and Regulated Investment Company (RIC), aiming to maximize risk-adjusted equity returns through direct loans to private middle-market companies, particularly in the cannabis sector - The company operates as a specialized finance company, regulated as a Business Development Company (BDC) and electing to be treated as a Regulated Investment Company (RIC) for U.S. federal income tax purposes[14](index=14&type=chunk) - Its investment objective is to maximize shareholders' risk-adjusted equity returns primarily through direct loans to private middle-market companies, with a focus on cannabis companies[14](index=14&type=chunk) - The company is managed by Chicago Atlantic BDC Advisers, LLC, an investment manager focused on the cannabis industry and other niche or underserved areas[14](index=14&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to significant risks and uncertainties that could cause actual results to differ materially from projections, with no obligation for the company to update them unless legally required - Certain information in this report constitutes “forward-looking statements” involving significant risks and uncertainties[15](index=15&type=chunk) - These statements are not historical facts but are based on current expectations, estimates, and projections, which may cause actual results to differ materially from projections[15](index=15&type=chunk) - Investors should not place undue reliance on these forward-looking statements, and the company undertakes no obligation to update or revise them unless required by applicable law[15](index=15&type=chunk) [Contact Information](index=3&type=section&id=Contact%20Information) Investors can direct inquiries to Tripp Sullivan or Lisa Kampf via email at LIEN@chicagoatlantic.com - Contacts: Tripp Sullivan, Lisa Kampf[16](index=16&type=chunk) - Contact Email: LIEN@chicagoatlantic.com[16](index=16&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents the company's balance sheet and statements of operations, detailing changes in assets, liabilities, equity, and income statement items for the period [Statements of Assets and Liabilities](index=4&type=section&id=Statements%20of%20Assets%20and%20Liabilities) As of June 30, 2025, total assets increased to **$331.75 million**, with total liabilities rising to **$29.91 million** due to increased payables and credit line usage, while total net assets slightly grew to **$301.84 million** Key Balance Sheet Items (Quarterly Comparison) | Metric | June 30, 2025 (Million USD) | March 31, 2025 (Million USD) | Change (Million USD) | | :--------------------------------------- | :-------------------------- | :-------------------------- | :----------------- | | **Assets:** | | | | | Investments at Fair Value | 307.50 | 289.26 | +18.24 | | Cash and Cash Equivalents | 13.83 | 14.92 | -1.09 | | Total Assets | 331.75 | 313.70 | +18.05 | | **Liabilities:** | | | | | Payables for Investments Purchased | 11.76 | 0.00 | +11.76 | | Revolving Credit Facility | 5.00 | 0.00 | +5.00 | | Total Liabilities | 29.91 | 12.68 | +17.23 | | **Net Assets:** | | | | | Total Net Assets | 301.84 | 301.02 | +0.82 | | Net Asset Value per Share | 13.23 | 13.19 | +0.04 | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) For the three months ended June 30, 2025, total investment income rose to **$13.08 million**, with net investment income stable at **$7.66 million**, and a significant positive shift in net unrealized appreciation led to a net increase in net assets from operations of **$8.58 million** Key Statements of Operations Items (Quarterly Comparison) | Metric | June 30, 2025 (Million USD) | March 31, 2025 (Million USD) | Change (Million USD) | | :--------------------------------------- | :-------------------------- | :-------------------------- | :----------------- | | **Investment Income:** | | | | | Interest Income | 11.91 | 11.28 | +0.63 | | Fee Income | 1.17 | 0.64 | +0.53 | | Total Investment Income | 13.08 | 11.92 | +1.16 | | **Expenses:** | | | | | Income-Based Incentive Fee | 1.97 | 1.92 | +0.05 | | Management Fee | 1.35 | 1.26 | +0.09 | | Interest Expense | 0.30 | 0.15 | +0.15 | | Total Expenses | 6.21 | 5.25 | +0.96 | | Net Expenses | 5.42 | 4.27 | +1.15 | | **Net Investment Income (Loss)** | 7.66 | 7.65 | +0.01 | | **Net Change in Unrealized Appreciation (Depreciation) on Investments** | 0.92 | (0.03) | +0.95 | | **Net Increase (Decrease) in Net Assets from Operations** | 8.58 | 7.61 | +0.97 | | **Net Investment Income per Share** | 0.34 | 0.34 | 0.00 | | **Net Increase (Decrease) in Net Assets from Operations per Share** | 0.38 | 0.33 | +0.05 | [Investor Relations](index=2&type=section&id=Investor%20Relations) This section provides details on the Q2 2025 earnings conference call and presentation, including access information for investors [Conference Call and Quarterly Earnings Presentation](index=2&type=section&id=Conference%20Call%20and%20Quarterly%20Earnings%20Presentation) Chicago Atlantic BDC, Inc. hosted a conference call and webcast on August 14, 2025, at 9:00 AM ET to discuss Q2 2025 financial results, with the earnings presentation available on the company's website - The company held a conference call on Thursday, August 14, 2025, at 9:00 AM ET to discuss its Q2 2025 financial results[9](index=9&type=chunk)[13](index=13&type=chunk) - A live audio webcast and replay of the conference call are available on the company's website at lien.chicagoatlantic.com[9](index=9&type=chunk)[10](index=10&type=chunk)[13](index=13&type=chunk) - The Q2 2025 earnings presentation is posted on the “Events & Presentations” page of the company's website at lien.chicagoatlantic.com[12](index=12&type=chunk)

[Company Overview & Highlights](index=1&type=section&id=Company%20Overview%20%26%20Highlights) Chicago Atlantic BDC, Inc. reported strong Q2 2025 financial results, including increased investment income and portfolio growth, with a positive outlook from the CEO [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Chicago Atlantic BDC, Inc. achieved $13.1 million in total investment income and $7.7 million in net investment income ($0.34 per share) in Q2 2025, with a portfolio fair value of $307.5 million and NAV per share of $13.23, alongside a declared dividend of $0.34 per share Q2 2025 Financial and Portfolio Highlights | Metric | Amount (Millions USD) | | :-------------------------------- | :-------------------- | | **Financial Performance:** | | | Total Investment Income | 13.1 | | Net Investment Income | 7.7 | | Net Investment Income per Weighted Average Share | 0.34 | | Net Increase in Net Assets from Operations | 8.6 | | Net Increase in Net Assets from Operations per Weighted Average Share | 0.38 | | **Investment Portfolio:** | | | Portfolio Fair Value | 307.5 | | **Per Share Data:** | | | Net Asset Value (NAV) per Share | 13.23 | | **Dividends:** | | | Declared Dividend (per share) | 0.34 | | **Share Information:** | | | Shares of Common Stock Issued and Outstanding | 22,820,408 | - The Board of Directors declared a **cash dividend of $0.34 per share** for the quarter ending September 30, 2025, payable on October 10, 2025, to shareholders of record on September 29, 2025[6](index=6&type=chunk) [CEO Commentary](index=1&type=section&id=CEO%20Commentary) CEO Peter Sack noted the company deployed **$56 million** in total capital in Q2 and Q3 to date, partly financed by a new senior credit facility, which will support borrower needs as the investment pipeline grows to over **$780 million** - The company deployed **$56 million** in total capital in Q2 and Q3 to date[3](index=3&type=chunk) - The investment opportunity pipeline in both cannabis and non-cannabis sectors has grown to over **$780 million**[3](index=3&type=chunk) - A new senior credit facility will provide significant advantages for meeting borrowers' debt maturities, growth capital, and potential ESOP transaction needs[3](index=3&type=chunk) [Portfolio and Investment Activity](index=1&type=section&id=Portfolio%20and%20Investment%20Activity) The company's investment portfolio reached $307.5 million across 31 companies, with significant capital deployment and no non-accrual loans [Portfolio Overview and Activity](index=1&type=section&id=Portfolio%20Overview%20and%20Activity) As of June 30, 2025, the company's investment portfolio fair value was approximately **$307.5 million** across 31 companies, with **$39.1 million** deployed to 9 portfolio companies during the quarter and no non-accrual loans Portfolio Overview and Activity Metrics | Metric | Amount/Quantity | | :--------------------------------------- | :-------------------- | | Portfolio Fair Value (as of June 30, 2025) | $307.5 Million | | Number of Portfolio Companies (as of June 30, 2025) | 31 | | Capital Deployed in Q2 2025 | $39.1 Million | | Capital Deployed Post-Quarter | $17.2 Million | | Principal Repayments in Q2 2025 | $22.3 Million | - As of June 30, 2025, there were **no loans on non-accrual status** in the company's investment portfolio[7](index=7&type=chunk) [Financial Performance](index=1&type=section&id=Financial%20Performance) The company reported increased total investment income and net assets from operations in Q2 2025, with stable NAV per share and enhanced liquidity [Results of Operations](index=1&type=section&id=Results%20of%20Operations) In Q2 2025, total investment income was **$13.08 million**, with net expenses of **$5.42 million**, resulting in net investment income of **$7.66 million** ($0.34 per share) and a net increase in net assets from operations of **$8.58 million** ($0.38 per share), driven by a positive net change in unrealized appreciation Q2 2025 Results of Operations (Quarter-over-Quarter Comparison) | Metric | June 30, 2025 (Millions USD) | March 31, 2025 (Millions USD) | Change (Millions USD) | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------- | | Total Investment Income | 13.08 | 11.92 | +1.16 | | Net Expenses | 5.42 | 4.27 | +1.15 | | Net Investment Income | 7.66 | 7.65 | +0.01 | | Net Change in Unrealized Appreciation (Depreciation) | 0.92 | (0.03) | +0.95 | | Net Increase in Net Assets from Operations | 8.58 | 7.61 | +0.97 | | Net Investment Income per Share | 0.34 | 0.34 | 0.00 | | Net Increase in Net Assets from Operations per Share | 0.38 | 0.33 | +0.05 | [Net Asset Value (NAV)](index=2&type=section&id=Net%20Asset%20Value%20(NAV)) As of June 30, 2025, NAV per share slightly increased to **$13.23** from **$13.19**, with total net assets rising from **$301.0 million** to **$301.8 million**, primarily driven by growth in net assets from operations, partially offset by dividend payments Net Asset Value per Share and Total Net Assets (Quarter-over-Quarter Comparison) | Metric | June 30, 2025 | March 31, 2025 | Change | | :------------------- | :------------- | :------------- | :--- | | Net Asset Value (NAV) per Share | $13.23 | $13.19 | +$0.04 | | Total Net Assets | $301.8 Million | $301.0 Million | +$0.8 Million | - The slight increase in NAV per share was primarily driven by the growth in net assets from operations, partially offset by dividend payments[8](index=8&type=chunk) [Liquidity and Capital Resources](index=2&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had **$108.8 million** in liquidity, including **$13.8 million** in cash and **$5.0 million** outstanding on its **$100 million** senior credit facility, with liquidity increasing to **$125.4 million** by August 14, 2025, with no outstanding borrowings Liquidity and Capital Resources | Metric | June 30, 2025 (Millions USD) | August 14, 2025 (Millions USD) | | :----------------------- | :-------------------------- | :-------------------------- | | Total Liquidity | 108.8 | 125.4 | | Cash and Cash Equivalents | 13.8 | N/A | | Senior Credit Facility Outstanding Borrowings | 5.0 | 0.0 | [Dividend Declaration](index=1&type=section&id=Dividend%20Declaration) The Board of Directors declared a **cash dividend of $0.34 per share** for the quarter ending September 30, 2025, payable on October 10, 2025, to shareholders of record on September 29, 2025 Dividend Details | Metric | Details | | :----------------- | :-------------------------------- | | Dividend Amount (per share) | $0.34 | | Quarter End Date | September 30, 2025 | | Payment Date | October 10, 2025 | | Record Date | September 29, 2025 | [Corporate Information](index=3&type=section&id=Corporate%20Information) Chicago Atlantic BDC, Inc. operates as a BDC and RIC, focusing on direct loans to private middle-market cannabis companies, while cautioning investors about forward-looking statements [About Chicago Atlantic BDC, Inc.](index=3&type=section&id=About%20Chicago%20Atlantic%20BDC%2C%20Inc.) Chicago Atlantic BDC, Inc. is a specialty finance company regulated as a Business Development Company (BDC) and electing to be treated as a Regulated Investment Company (RIC) for U.S. federal income tax purposes, aiming to maximize risk-adjusted equity returns by investing in direct loans to private middle-market companies, particularly in the cannabis sector - The company operates as a specialty finance company, regulated as a **Business Development Company (BDC)** and electing to be treated as a **Regulated Investment Company (RIC)**[14](index=14&type=chunk) - The investment objective is to maximize shareholders' risk-adjusted equity returns primarily by investing in direct loans to private middle-market companies, with a focus on cannabis companies[14](index=14&type=chunk) - The company is managed by Chicago Atlantic BDC Advisers, LLC, an investment manager focused on the cannabis industry and other niche or underserved areas[14](index=14&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to significant risks and uncertainties that could cause actual results to differ materially from projections, and investors should not unduly rely on them, as the company undertakes no obligation to update or revise them unless required by law - Certain information in the report constitutes "forward-looking statements" involving significant risks and uncertainties[15](index=15&type=chunk) - These statements are not historical facts but are based on current expectations, estimates, and projections, which may cause actual results to differ materially from projections[15](index=15&type=chunk) - Investors should not unduly rely on these forward-looking statements, and the company undertakes no obligation to update or revise them unless required by applicable law[15](index=15&type=chunk) [Contact Information](index=3&type=section&id=Contact%20Information) Investors with inquiries can contact Tripp Sullivan or Lisa Kampf at LIEN@chicagoatlantic.com - Contacts: Tripp Sullivan, Lisa Kampf[16](index=16&type=chunk) - Contact email: LIEN@chicagoatlantic.com[16](index=16&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) The company's Q2 2025 financial statements show increased total assets and net assets, driven by investment growth and positive unrealized appreciation, despite higher liabilities [Statements of Assets and Liabilities](index=4&type=section&id=Statements%20of%20Assets%20and%20Liabilities) As of June 30, 2025, total assets increased to **$331.75 million** from **$313.70 million**, while total liabilities significantly rose to **$29.91 million** from **$12.68 million**, mainly due to new payables for purchased investments and credit facility usage, with total net assets slightly increasing to **$301.84 million** Key Items from Statements of Assets and Liabilities (Quarter-over-Quarter Comparison) | Metric | June 30, 2025 (Millions USD) | March 31, 2025 (Millions USD) | Change (Millions USD) | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------- | | **Assets:** | | | | | Investments at Fair Value | 307.50 | 289.26 | +18.24 | | Cash and Cash Equivalents | 13.83 | 14.92 | -1.09 | | Total Assets | 331.75 | 313.70 | +18.05 | | **Liabilities:** | | | | | Payables for Purchased Investments | 11.76 | 0.00 | +11.76 | | Revolving Credit Facility | 5.00 | 0.00 | +5.00 | | Total Liabilities | 29.91 | 12.68 | +17.23 | | **Net Assets:** | | | | | Total Net Assets | 301.84 | 301.02 | +0.82 | | Net Asset Value per Share | 13.23 | 13.19 | +0.04 | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) For the three months ended June 30, 2025, total investment income increased to **$13.08 million** from **$11.92 million**, with net expenses rising to **$5.42 million** from **$4.27 million**, while net investment income remained stable at **$7.66 million**, and a significant positive net change in unrealized appreciation drove the net increase in net assets from operations to **$8.58 million** Key Items from Statements of Operations (Quarter-over-Quarter Comparison) | Metric | June 30, 2025 (Millions USD) | March 31, 2025 (Millions USD) | Change (Millions USD) | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------- | | **Investment Income:** | | | | | Interest Income | 11.91 | 11.28 | +0.63 | | Fee Income | 1.17 | 0.64 | +0.53 | | Total Investment Income | 13.08 | 11.92 | +1.16 | | **Expenses:** | | | | | Income-Based Incentive Fee | 1.97 | 1.92 | +0.05 | | Management Fee | 1.35 | 1.26 | +0.09 | | Interest Expense | 0.30 | 0.15 | +0.15 | | Total Expenses | 6.21 | 5.25 | +0.96 | | Net Expenses | 5.42 | 4.27 | +1.15 | | **Net Investment Income (Loss)** | 7.66 | 7.65 | +0.01 | | **Net Change in Unrealized Appreciation (Depreciation) on Investments** | 0.92 | (0.03) | +0.95 | | **Net Increase (Decrease) in Net Assets from Operations** | 8.58 | 7.61 | +0.97 | | **Net Investment Income per Share** | 0.34 | 0.34 | 0.00 | | **Net Increase (Decrease) in Net Assets from Operations per Share** | 0.38 | 0.33 | +0.05 | [Investor Relations](index=2&type=section&id=Investor%20Relations) Chicago Atlantic BDC, Inc. hosted a conference call and published an earnings presentation to discuss its Q2 2025 financial results, providing key investor information [Conference Call and Quarterly Earnings Presentation](index=2&type=section&id=Conference%20Call%20and%20Quarterly%20Earnings%20Presentation) Chicago Atlantic BDC, Inc. held a conference call and live audio webcast on August 14, 2025, at 9:00 AM ET to discuss Q2 2025 financial results, with the quarterly earnings presentation available on the company's website - The company held a conference call on **Thursday, August 14, 2025, at 9:00 AM ET** to discuss its Q2 2025 financial results[9](index=9&type=chunk)[13](index=13&type=chunk) - A live audio webcast and replay of the conference call are available on the company's website at lien.chicagoatlantic.com[9](index=9&type=chunk)[10](index=10&type=chunk)[13](index=13&type=chunk) - The Q2 2025 earnings presentation has been posted to the "Events & Presentations" page of the company's website at lien.chicagoatlantic.com[12](index=12&type=chunk)

[Forward-Looking Statements](index=3&type=section&id=FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements%20Content) This section outlines forward-looking statements in the Form 10-Q regarding business strategy, product development, operating results, funding, regulatory approvals, and market conditions, noting actual results may differ due to risks and uncertainties - The report contains forward-looking statements regarding business strategy, R&D, clinical testing, operating results, funding, and regulatory approvals for product candidates like iopofosine I 131 and CLR 125[7](index=7&type=chunk) - These statements involve estimates, assumptions, and uncertainties that could cause actual results to differ materially, and readers should not place undue reliance on them[8](index=8&type=chunk)[9](index=9&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, statements of convertible preferred stock and stockholders' equity (deficit), and statements of cash flows, along with their accompanying notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=CELLECTAR%20BIOSCIENCES,%20INC.%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :-------------- | :---------------- | :----- | | Total Current Assets | $12,617,606 | $24,250,272 | $(11,632,666) | | Total Assets | $13,695,183 | $25,474,047 | $(11,778,864) | | Total Current Liabilities | $5,866,661 | $9,387,757 | $(3,521,096) | | Total Liabilities | $6,228,148 | $9,797,343 | $(3,569,195) | | Total Stockholders' Equity (Deficit) | $6,085,012 | $14,294,681 | $(8,209,669) | - Cash and cash equivalents decreased significantly from **$23.3 million** at December 31, 2024, to **$11.0 million** at June 30, 2025[14](index=14&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=CELLECTAR%20BIOSCIENCES,%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Condensed Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------- | :----------- | :----------- | :----------- | | Research and development | $2,389,801 | $7,345,480 | $(4,955,679) | | General and administrative | $3,647,728 | $6,358,229 | $(2,710,501) | | Total operating expenses | $6,037,529 | $13,703,709 | $(7,666,180) | | Net Loss | $(5,447,911) | $(919,371) | $(4,528,540) | | Net Loss Per Share - Basic | $(3.39) | $(0.77) | $(2.62) | Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :-------------------------- | :------------ | :------------ | :------------ | | Research and development | $5,816,896 | $14,433,523 | $(8,616,627) | | General and administrative | $6,621,624 | $11,271,673 | $(4,650,049) | | Total operating expenses | $12,438,520 | $25,705,196 | $(13,266,676) | | Net Loss | $(12,051,940) | $(27,561,355) | $15,509,415 | | Net Loss Per Share - Basic | $(7.66) | $(25.38) | $17.72 | - Net loss significantly increased for the three months ended June 30, 2025, compared to 2024, but decreased for the six months ended June 30, 2025, primarily due to changes in warrant valuation[15](index=15&type=chunk) [Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit)](index=7&type=section&id=CELLECTAR%20BIOSCIENCES,%20INC.%20CONSOLIDATED%20STATEMENTS%20OF%20CONVERTIBLE%20PREFERRED%20STOCK%20AND%20STOCKHOLDERS'%20EQUITY%20(DEFICIT)) Stockholders' Equity (Deficit) Changes (Six Months Ended June 30, 2025) | Item | Amount | | :------------------------------------ | :----------- | | Balance at December 31, 2024 | $14,294,681 | | Stock-based compensation | $1,128,128 | | Exercise of warrants for common stock | $2,714,140 | | Net loss | $(12,051,940) | | Balance at June 30, 2025 | $6,085,012 | - Total stockholders' equity decreased from **$14.3 million** at December 31, 2024, to **$6.1 million** at June 30, 2025, primarily due to net loss, partially offset by stock-based compensation and warrant exercises[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=CELLECTAR%20BIOSCIENCES,%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Cash Flow Summary (Six Months Ended June 30) | Activity | 2025 | 2024 | Change | | :-------------------------------- | :------------- | :------------- | :------------- | | Net loss | $(12,051,940) | $(27,561,355) | $15,509,415 | | Cash used in operating activities | $(14,498,960) | $(27,502,640) | $13,003,680 | | Cash used in investing activities | $0 | $(42,909) | $42,909 | | Cash provided by financing activities | $2,251,380 | $43,849,468 | $(41,598,088) | | Net (Decrease) Increase in Cash | $(12,247,580) | $16,303,919 | $(28,551,499) | | Cash and cash equivalents at end of period | $11,041,027 | $25,868,907 | $(14,827,880) | - The company experienced a net decrease in cash and cash equivalents of **$12.2 million** for the six months ended June 30, 2025, compared to a net increase of **$16.3 million** in the prior year, primarily due to significantly lower cash provided by financing activities[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=CELLECTAR%20BIOSCIENCES,%20INC.%20NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) The notes provide detailed information on the company's business, significant accounting policies, and specific financial statement line items, including going concern uncertainty, equity transactions, fair value measurements, and lease obligations [Note 1. Nature of Business and Organization](index=9&type=section&id=1.%20NATURE%20OF%20BUSINESS%20AND%20ORGANIZATION) Cellectar Biosciences is a late-stage clinical biopharmaceutical company focused on developing cancer treatments using its proprietary PDC™ delivery platform, facing going concern uncertainty due to significant accumulated deficits and insufficient liquidity beyond Q2 2026 - Cellectar Biosciences is a late-stage clinical biopharmaceutical company developing cancer drugs using its proprietary PDC™ delivery platform[23](index=23&type=chunk) - The company has an accumulated deficit of approximately **$259.4 million** as of June 30, 2025, and incurred a net loss of **$12.1 million** for the six months ended June 30, 2025[24](index=24&type=chunk) - Management believes the company's available liquidity of approximately **$15 million** is insufficient to fund operations beyond Q2 2026, raising substantial doubt about its ability to continue as a going concern, with plans to secure additional capital or explore strategic transactions[26](index=26&type=chunk)[27](index=27&type=chunk) - The company received no NCI grant funding in the six months ended June 30, 2025, compared to **$465,000** in the same period of 2024, which was reported as a reduction of R&D expenses[45](index=45&type=chunk) [Note 2. Stockholders' Equity](index=13&type=section&id=2.%20STOCKHOLDERS'%20EQUITY) This note details significant changes in stockholders' equity, including a June 2025 warrant inducement generating **$2.5 million** in gross proceeds, a 1:30 reverse stock split, and a summary of outstanding liability-classified warrants - On June 6, 2025, the company completed a warrant inducement, resulting in the exercise of **276,044** common stock warrants at a reduced price of **$9.123** per share, generating approximately **$2.5 million** in gross proceeds[50](index=50&type=chunk) - A 1:30 reverse stock split was effected on June 24, 2025, to meet Nasdaq listing requirements, retroactively applied to all periods presented in the financial statements[51](index=51&type=chunk) Outstanding Liability-Classified Warrants (as of June 30, 2025) | Offering | Number of Common Shares Issuable Upon Exercise of Outstanding Warrants | Exercise Price ($) | Expiration Date | | :-------------------------- | :----------------------------------------------------- | :------------- | :-------------- | | 2024 Tranche A Warrants | 158,728 | $75.60 | July 21, 2029 | | 2024 Tranche B Warrants | 149,107 | $120.00 | July 21, 2029 | | 2024 Tranche C Warrants | 75,912 | $165.00 | July 21, 2029 | | 2023 Tranche B Preferred Warrants | 14,652 | $143.25 | September 8, 2028 | | 2022 Common Warrants | 123,609 | $58.80 | October 25, 2027 | | Total | 522,008 | | | [Note 3. Fair Value](index=17&type=section&id=3.%20FAIR%20VALUE) This note describes the company's Level 3 fair value measurements for liability-classified warrants, determined using a probability-weighted expected return method with Monte Carlo simulation and Black-Scholes model - The company classifies its liability-classified warrants (2024, 2023, and 2022 Common Warrants) within the Level 3 fair value hierarchy due to the unobservable nature of significant inputs and valuation techniques used[71](index=71&type=chunk)[74](index=74&type=chunk)[76](index=76&type=chunk) Warrant Fair Value Changes (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :-------------------------- | :----------- | :----------- | | Beginning warrant fair value | $1,718,000 | $13,131,691 | | Change in warrant fair value | $421,986 | $1,521,582 | | Settlement of warrants to equity | $(1,044,060) | $(6,025,676) | | Ending warrant fair value | $1,095,926 | $8,627,597 | - The fair value of 2024 warrants decreased from **$1.2 million** at December 31, 2024, to **$830,000** at June 30, 2025, while 2023 warrants decreased from **$26,000** to **$15,000** over the same period[71](index=71&type=chunk)[74](index=74&type=chunk) [Note 4. Stock-Based Compensation](index=19&type=section&id=4.%20STOCK-BASED%20COMPENSATION) The company uses stock-based compensation, primarily stock options, estimated using the Black-Scholes model and amortized over the service period, with an increase of **233,333** shares approved for the 2021 Stock Incentive Plan in June 2024 Stock-Based Compensation Expense (Three Months Ended June 30) | Category | 2025 ($) | 2024 ($) | Change ($) | | :-------------------------- | :----------- | :----------- | :----------- | | Research and development | $104,253 | $74,450 | $29,803 | | General and administrative | $461,138 | $724,799 | $(263,661) | | Total | $565,391 | $799,249 | $(233,858) | Stock-Based Compensation Expense (Six Months Ended June 30) | Category | 2025 ($) | 2024 ($) | Change ($) | | :-------------------------- | :----------- | :----------- | :----------- | | Research and development | $203,363 | $143,225 | $60,138 | | General and administrative | $924,765 | $1,110,387 | $(185,622) | | Total | $1,128,128 | $1,253,612 | $(125,484) | - Total stock-based compensation expense decreased by **$233,858 (29.3%)** for the three months ended June 30, 2025, and by **$125,484 (10.0%)** for the six months ended June 30, 2025, compared to the prior year periods[79](index=79&type=chunk) [Note 5. Income Taxes](index=21&type=section&id=5.%20INCOME%20TAXES) The company accounts for income taxes using the liability method but has not recorded a provision or benefit due to accumulated losses, with a full valuation allowance against gross deferred tax assets - No income tax provision or benefit was recorded for the six months ended June 30, 2025, or 2024, due to the company's history of tax losses[85](index=85&type=chunk) - A full valuation allowance has been established against the company's gross deferred tax assets due to continuing losses and uncertainty regarding future utilization of net operating losses (NOLs)[85](index=85&type=chunk) [Note 6. Net Loss Per Share](index=21&type=section&id=6.%20NET%20LOSS%20PER%20SHARE) This note details the calculation of basic and diluted net loss per share, considering pre-funded warrants as common shares for basic, and excluding most potential common stock equivalents as antidilutive for diluted EPS Net Loss Per Share (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :------------------------------------ | :----------- | :----------- | | Net loss per share - basic | $(3.39) | $(0.77) | | Weighted average common shares outstanding - basic | 1,608,799 | 1,193,981 | | Net loss per share - diluted | $(3.39) | $(5.43) | | Weighted average common shares outstanding - diluted | 1,608,799 | 1,248,210 | - Potentially dilutive securities, including warrants, preferred shares, and stock options, totaling **750,918 shares** as of June 30, 2025, were excluded from diluted EPS calculation as their inclusion would be antidilutive[88](index=88&type=chunk) [Note 7. Commitments and Contingencies](index=22&type=section&id=7.%20COMMITMENTS%20AND%20CONTINGENCIES) The company may be involved in legal matters in the ordinary course of business but does not anticipate material effects on its financial statements - The company does not expect legal proceedings in the ordinary course of business to materially affect its financial statements[89](index=89&type=chunk) [Note 8. Leases](index=22&type=section&id=8.%20LEASES) The company leases its headquarters office space until April 2029, with an option for extension, and the present value of lease liabilities is approximately **$454,000** as of June 30, 2025 - The company's HQ Lease for office space extends until April 30, 2029, with an option for a 60-month extension[91](index=91&type=chunk) Undiscounted Lease Payments Maturity (as of June 30, 2025) | Period | Amount ($) | | :-------------------------- | :----------- | | Remaining 2025 | $73,000 | | 2026 | $150,000 | | 2027 | $153,000 | | 2028 | $156,000 | | Thereafter | $52,000 | | Total Undiscounted | $584,000 | | Less: Imputed Interest | $(130,000) | | Present Value | $454,000 | [Note 9. Operating Segment](index=23&type=section&id=9.%20OPERATING%20SEGMENT) The company operates as a single reportable segment, focused on developing cancer drugs using its PDC platform, with the CEO managing operations and assessing performance on a consolidated basis - Cellectar Biosciences operates as one reportable segment, focused on developing cancer drugs using its PDC platform[95](index=95&type=chunk) Segment Financial Data (Three Months Ended June 30) | Category | 2025 ($) | 2024 ($) | | :------------------------------------ | :----------- | :----------- | | Research and development | $2,389,801 | $7,345,480 | | General and administrative | $3,647,728 | $6,358,229 | | Other segment items (net) | $(589,618) | $(12,784,338) | | Segment and consolidated net loss | $5,447,911 | $919,371 | Segment Financial Data (Six Months Ended June 30) | Category | 2025 ($) | 2024 ($) | | :------------------------------------ | :----------- | :----------- | | Research and development | $5,816,896 | $14,433,523 | | General and administrative | $6,621,624 | $11,271,673 | | Other segment items (net) | $(386,580) | $1,856,159 | | Segment and consolidated net loss | $12,051,940 | $27,561,355 | [Note 10. Subsequent Events](index=23&type=section&id=10.%20SUBSEQUENT%20EVENTS) On July 2, 2025, the company completed an underwritten public offering, raising approximately **$6.9 million** in gross proceeds by issuing Class A and Class B Units, with common warrants exercisable at **$5.25** per share - On July 2, 2025, the company completed a public offering, raising approximately **$6.9 million** in gross proceeds by issuing Class A Units (common stock + common warrants) and Class B Units (pre-funded warrants + common warrants)[98](index=98&type=chunk) - The common warrants issued in the offering have an exercise price of **$5.25** per share and a five-year term[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its focus on developing cancer treatments using its PDC platform, progress of lead drug candidates, recent regulatory milestones, and the ongoing need for additional funding [Overview](index=24&type=section&id=Overview) Cellectar Biosciences is a late-stage clinical biopharmaceutical company leveraging its proprietary PDC™ platform to develop targeted cancer treatments, actively exploring strategic alternatives to advance its pipeline - Cellectar Biosciences is a late-stage clinical biopharmaceutical company focused on developing cancer drugs using its proprietary PDC™ delivery platform[100](index=100&type=chunk) - The company is exploring strategic alternatives (mergers, acquisitions, partnerships, etc.) to advance its platform and radiopharmaceutical drug development pipeline[100](index=100&type=chunk) - The three lead radioconjugate PDC programs are CLR 125 (iodine-125 Auger-emitting), CLR 225 (actinium-225 alpha-emitting), and iopofosine I 131 (iodine-131 beta-emitting)[101](index=101&type=chunk) - On June 4, 2025, the FDA granted Breakthrough Therapy Designation for iopofosine I 131 as a monotherapy for relapsed/refractory Waldenstrom macroglobulinemia (r/r WM)[101](index=101&type=chunk) [Clinical and Preclinical Pipeline](index=25&type=section&id=Clinical%20and%20Preclinical%20Pipeline) This section details the progress of Cellectar's lead drug candidates, including CLR 125 for TNBC, CLR 225 for pancreatic cancer, and iopofosine I 131 for r/r WM, MM, and CNSL, with ongoing clinical studies and strategic partnership pursuits [CLR 125 Proposed Study](index=25&type=section&id=CLR%20125%20Proposed%20Study) CLR 125, an Auger-emitting PRC, showed high tumor uptake and minimal toxicity in preclinical TNBC models, with a planned Phase 1b dose-finding study in advanced r/r TNBC patients to assess safety, tolerability, and initial response - CLR 125 demonstrated high tumor uptake and tolerability with minimal toxicities in preclinical triple-negative breast cancer (TNBC) models[103](index=103&type=chunk) - A Phase 1b dose-finding study for CLR 125 in advanced r/r TNBC is planned, with three dose levels, a maximum of **75 patients**, and endpoints including safety, tolerability, and initial response[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) [Preclinical Evaluations of CLR 225](index=25&type=section&id=Preclinical%20Evaluations%20of%20CLR%20225) CLR 225, an alpha-emitting PRC, demonstrated tumor volume reduction and improved survival in pancreatic cancer models, with a Phase 1 imaging and dose escalation safety study prepared for the second half of 2025, contingent on additional funding - CLR 225 showed tumor volume reduction and improved survival in pancreatic cancer models, with excellent biodistribution and tumor uptake[107](index=107&type=chunk) - A Phase 1 imaging and dose escalation safety study for CLR 225 is prepared for the second half of 2025, subject to additional funding[101](index=101&type=chunk) [Clinical Studies in Iopofosine](index=25&type=section&id=Clinical%20Studies%20in%20Iopofosine) Iopofosine I 131 achieved statistically significant outcomes in the CLOVER WaM Phase 2 study for r/r WM, with ongoing Phase 2b studies for r/r MM and CNSL, and a Phase 1b pediatric study for high-grade glioma, while the company seeks a strategic partner for its further development - Iopofosine I 131 achieved a **58.2%** major response rate (MRR) and **83.6%** overall response rate (ORR) in the CLOVER WaM Phase 2 study for r/r WM, exceeding the FDA's statistical hurdle of **20%**[109](index=109&type=chunk) - The CLOVER WaM study demonstrated durable responses, with median duration of response not reached at **11.4 months** and **76%** of patients remaining progression-free at eight months[109](index=109&type=chunk) - Iopofosine I 131 monotherapy achieved a **7.3%** complete remission (CR) rate in highly refractory WM patients, with a toxicity profile consistent with previously reported safety data, and no treatment-related deaths[109](index=109&type=chunk) - The company is pursuing strategic options, including identifying a strategic partner, for the further development and commercialization of iopofosine I 131[102](index=102&type=chunk) [PDC Platform](index=28&type=section&id=PDC%20Platform) Cellectar's proprietary PDC platform enables selective delivery of diverse oncologic payloads to cancer cells by targeting unique changes in tumor cell membranes, enhancing drug efficacy, and reducing off-target toxicities, with potential for various payloads and isotopes - The PDC platform enables selective delivery of oncologic payloads to cancer cells by targeting unique changes in tumor cell membranes, not relying on specific cell surface epitopes[117](index=117&type=chunk) - This mechanism allows PDCs to accumulate in tumor cells, avoid lysosomes, and deliver payloads that were previously untargetable, potentially enhancing efficacy and reducing off-target toxicities[117](index=117&type=chunk)[119](index=119&type=chunk) - The platform supports collaborations and internal programs, including novel small molecule, peptide, and oligonucleotide payloads, and is exploring other alpha-emitting isotopes[116](index=116&type=chunk)[139](index=139&type=chunk) [Recent Developments](index=35&type=section&id=Recent%20Developments) On June 4, 2025, the FDA granted Breakthrough Therapy Designation for iopofosine I 131 as a radioconjugate monotherapy for the treatment of relapsed/refractory Waldenstrom macroglobulinemia (r/r WM) - The FDA granted Breakthrough Therapy Designation for iopofosine I 131 as a radioconjugate monotherapy for r/r WM on June 4, 2025[138](index=138&type=chunk) [Regulatory Pathway – FDA](index=35&type=section&id=Regulatory%20Pathway%20%E2%80%93%20FDA) The company plans to submit an NDA to the FDA for accelerated approval of iopofosine I 131 for WM, contingent on sufficient funding and a confirmatory trial, following discussions on a one-trial design (randomized Phase 3) - The company plans to submit an NDA to the FDA for accelerated approval of iopofosine I 131 for WM, subject to sufficient funding and initiation of a confirmatory trial[139](index=139&type=chunk)[140](index=140&type=chunk) - An End-of-Phase-2 meeting with the FDA on March 6, 2025, clarified a path for potential accelerated and full approval via a randomized Phase 3 trial for WM patients previously treated with a BTKi[114](index=114&type=chunk) [Regulatory Pathway – EMA](index=37&type=section&id=Regulatory%20Pathway%20%E2%80%93%20EMA) The company is awaiting a final decision from the EMA regarding support for a Conditional Market Authorization (CMA) submission for iopofosine I 131, with a response expected by late Q3 or early Q4 2025, based on CLOVER WaM trial data and an integrated safety summary - The company is awaiting the EMA's final decision on supporting a Conditional Market Authorization (CMA) submission for iopofosine I 131, expected by late Q3 or early Q4 2025[141](index=141&type=chunk) - The EMA submission included data from the CLOVER WaM clinical trial and an integrated safety summary for iopofosine I 131 in hematologic malignancies[141](index=141&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section analyzes the company's operating expenses, including R&D and G&A costs, and other income (expense) for the three and six months ended June 30, 2025, compared to 2024, noting significant decreases in R&D and G&A, and fluctuations in other income due to warrant valuation changes [Three Months Ended June 30, 2025 and 2024](index=37&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20and%202024) For the three months ended June 30, 2025, R&D expenses decreased by **67%** to **$2.39 million**, G&A expenses decreased by **43%** to **$3.65 million**, and other income (expense), net, was **$0.59 million**, primarily due to reduced clinical trial activities, pre-commercialization efforts, and non-cash warrant valuation changes R&D Expenses (Three Months Ended June 30) | Category | 2025 ($) | 2024 ($) | Variance ($) | | :-------------------------------- | :----------- | :----------- | :----------- | | Clinical project costs | $738,000 | $3,951,000 | $(3,213,000) | | Manufacturing and related costs | $871,000 | $2,628,000 | $(1,757,000) | | Pre-clinical project costs | $145,000 | $31,000 | $114,000 | | General R&D costs | $636,000 | $735,000 | $(99,000) | | Total R&D | $2,390,000 | $7,345,000 | $(4,955,000) | - General and administrative expense decreased by approximately **$2.71 million (43%)** to **$3.65 million** for the three months ended June 30, 2025, driven by reduced pre-commercialization activities and personnel costs[146](index=146&type=chunk)[147](index=147&type=chunk) - Other income (expense), net, was **$0.59 million** in Q2 2025, down from **$12.78 million** in Q2 2024, primarily due to non-cash changes in warrant valuation and decreased interest income from lower invested funds[148](index=148&type=chunk) [Six Months Ended June 30, 2025 and 2024](index=39&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20and%202024) For the six months ended June 30, 2025, R&D expenses decreased by **60%** to **$5.82 million**, G&A expenses decreased by **41%** to **$6.62 million**, and other income (expense), net, was **$0.39 million**, primarily due to reduced clinical and manufacturing costs, and warrant valuation changes R&D Expenses (Six Months Ended June 30) | Category | 2025 ($) | 2024 ($) | Variance ($) | | :-------------------------------- | :----------- | :----------- | :----------- | | Clinical project costs | $2,104,000 | $6,644,000 | $(4,540,000) | | Manufacturing and related costs | $1,580,000 | $5,941,000 | $(4,361,000) | | Pre-clinical project costs | $652,000 | $52,000 | $600,000 | | General R&D costs | $1,481,000 | $1,797,000 | $(316,000) | | Total R&D | $5,817,000 | $14,434,000 | $(8,617,000) | - General and administrative expense decreased by approximately **$4.65 million (41%)** to **$6.62 million** for the six months ended June 30, 2025, due to decreased pre-commercialization and personnel costs[150](index=150&type=chunk) - Other income (expense), net, was **$0.39 million** in H1 2025, compared to an expense of **$1.86 million** in H1 2024, primarily driven by non-cash changes in warrant valuation and reduced interest income[151](index=151&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company incurred significant losses and used **$14.5 million** in cash for operations, resulting in a **$11 million** cash balance, with current liquidity of **$15 million** projected to fund operations only until Q2 2026, raising substantial doubt about its going concern ability and necessitating additional capital or strategic transactions - The company reported a net loss of **$12.1 million** and used **$14.5 million** in cash for operations during the six months ended June 30, 2025[152](index=152&type=chunk) - As of June 30, 2025, the cash balance was approximately **$11 million**, and available liquidity of **$15 million** is projected to fund operations only until Q2 2026, raising substantial doubt about the company's ability to continue as a going concern[152](index=152&type=chunk) - Management plans to secure additional outside capital via equity/debt sales or strategic transactions and implement cost-saving measures to improve liquidity[152](index=152&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were ineffective as of June 30, 2025, due to continuing material weaknesses in internal control over financial reporting, specifically in the control environment, risk assessment, control activities, information and communication, and monitoring activities [Evaluation of Disclosure Controls and Procedures](index=41&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures were deemed ineffective as of June 30, 2025, due to material weaknesses in internal control over financial reporting[157](index=157&type=chunk) [Management's Report on Internal Control over Financial Reporting](index=41&type=section&id=Management's%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) - Management concluded that internal control over financial reporting was not effective as of December 31, 2024, continuing through June 30, 2025, due to material weaknesses[159](index=159&type=chunk) [Material Weaknesses](index=41&type=section&id=Material%20Weaknesses) - Material weaknesses include deficiencies in the control environment (lack of policies/resources, limited staff), risk assessment (no formal process for complex transactions), control activities (inaccurate accounting for preferred equity, warrants, stock-based compensation), information and communication (lack of segregation of duties, user access controls), and monitoring activities[161](index=161&type=chunk)[165](index=165&type=chunk) - These material weaknesses resulted in errors that required the restatement of prior annual and interim consolidated financial statements[162](index=162&type=chunk) [Management's Plan to Remediate the Material Weaknesses](index=42&type=section&id=Management's%20Plan%20to%20Remediate%20the%20Material%20Weaknesses) - Management is remediating material weaknesses by recruiting qualified accounting and financial reporting personnel, designing and implementing a formal control environment and risk assessment process, and initiating the implementation of an ERP system[163](index=163&type=chunk) - Remediation efforts are ongoing and will not be considered complete until controls have operated effectively for a sufficient period and are evidenced through testing[164](index=164&type=chunk) [Changes in Internal Control over Financial Reporting](index=43&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - Except for the identified material weaknesses, there has been no other material change in internal control over financial reporting during the period ended June 30, 2025[166](index=166&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company may be involved in legal matters in the ordinary course of business but does not anticipate that the outcome of such proceedings will materially affect its financial statements - The company does not expect legal proceedings in the ordinary course of business to materially affect its financial statements[169](index=169&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section highlights additional risks concerning the regulatory approval pathway for iopofosine I 131 and the company's ability to secure sufficient funding, potentially leading to strategic alternatives or bankruptcy - The company's regulatory strategy for iopofosine I 131 may not result in FDA or EMA approval, as regulatory authorities have substantial discretion and may require additional studies or find data insufficient[171](index=171&type=chunk)[172](index=172&type=chunk) - Existing cash and cash equivalents are insufficient to execute the regulatory strategy for iopofosine I 131 or to progress CLR 125 through its Phase 1b study[173](index=173&type=chunk)[175](index=175&type=chunk) - Failure to obtain additional funding could materially adversely affect the business and may require seeking alternatives such as asset sales, discontinuing operations, or filing for bankruptcy protection[174](index=174&type=chunk)[179](index=179&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act) and interactive data files - The report includes certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[184](index=184&type=chunk) - Interactive Data Files (XBRL) are included as exhibits, along with the Cover Page Interactive Data File[184](index=184&type=chunk)

[Prelude Therapeutics Second Quarter 2025 Update](index=1&type=section&id=Prelude%20Therapeutics%20Second%20Quarter%202025%20Update) Prelude Therapeutics reports significant clinical pipeline advancements and a strong financial position for Q2 2025, with a focus on oral SMARCA2 degrader PRT7732 and a cash runway into Q2 2026 [Corporate and Pipeline Highlights](index=1&type=section&id=Corporate%20and%20Pipeline%20Highlights) Prelude Therapeutics highlights advancements in its oral SMARCA2 degrader PRT7732, strategic pipeline prioritization, and a strong cash position for Q2 2025 - The oral SMARCA2 degrader, PRT7732, is currently enrolling its seventh dosing cohort at 125 mg, with preliminary clinical data anticipated by the end of 2025[1](index=1&type=chunk) - The company has completed the Phase 1 study of its intravenous SMARCA2 degrader, PRT3789, but has paused further development to focus solely on the oral PRT7732 program[1](index=1&type=chunk)[2](index=2&type=chunk) - A development candidate for the oral KAT6A degrader program has been selected, with an Investigational New Drug (IND) application filing planned for the first half of 2026[1](index=1&type=chunk)[3](index=3&type=chunk)[7](index=7&type=chunk) - As of June 30, 2025, the company has **$77.3 million** in cash, cash equivalents, restricted cash, and marketable securities, which is expected to fund operations into the second quarter of 2026[1](index=1&type=chunk)[10](index=10&type=chunk) [Clinical Program Updates and Upcoming Milestones](index=2&type=section&id=Clinical%20Program%20Updates%20and%20Upcoming%20Milestones) Prelude strategically prioritizes its oral SMARCA2 degrader, advances its KAT6A program, and develops novel precision ADCs [SMARCA2 Degrader Development Program](index=2&type=section&id=SMARCA2%20Degrader%20Development%20Program) Prelude halts intravenous SMARCA2 degrader PRT3789 development to focus resources on the more promising oral PRT7732 due to its favorable clinical profile - The company is pausing further development of PRT3789 (IV) to focus solely on PRT7732 (oral) as the go-forward strategy for the SMARCA2 Program[2](index=2&type=chunk) - The decision was influenced by the potential need for higher target coverage and capital requirements to advance both agents simultaneously[2](index=2&type=chunk) - PRT7732 has shown a favorable clinical profile to date, including oral once-daily dosing, good safety and tolerability, and over **90% target degradation**[2](index=2&type=chunk)[3](index=3&type=chunk) [PRT3789 (Intravenous SMARCA2 Degrader)](index=2&type=section&id=PRT3789%20%E2%80%93%20A%20first-in-class%2C%20highly%20selective%2C%20intravenous%20SMARCA2%20degrader) Phase 1 clinical development for PRT3789 is complete, with further advancement contingent on partnership and final data expected by year-end 2025 - Phase 1 clinical development in patients with biomarker-selected SMARCA4-mutated cancers is complete[5](index=5&type=chunk) - Further advancement of the program is contingent on securing a partnership; internal resources are being redirected to PRT7732[5](index=5&type=chunk) - The company plans to provide updated data from the Phase 1 study by the end of 2025[5](index=5&type=chunk) [PRT7732 (Oral SMARCA2 Degrader)](index=2&type=section&id=PRT7732%20%E2%80%93%20A%20potent%2C%20highly%20selective%20and%20orally%20bioavailable%20SMARCA2%20degrader) PRT7732, an oral SMARCA2 degrader, is rapidly advancing in its Phase 1 trial, with initial data expected by year-end 2025 - Enrollment is advancing rapidly, with the seventh dose escalation cohort (125 mg once daily) currently enrolling patients[6](index=6&type=chunk) - An initial first-in-human data update, including PK/PD, safety, and initial clinical activity, is expected by year-end 2025[6](index=6&type=chunk) [KAT6A Oral Degrader Program](index=2&type=section&id=Highly%20selective%20KAT6A%20oral%20degrader%20program) Prelude is advancing a highly selective oral KAT6A degrader, targeting an IND filing in H1 2026, anticipating improved efficacy and tolerability - The company is advancing a development candidate and is on track to file an IND in the first half of 2026[7](index=7&type=chunk) - This program is developing what is believed to be the industry's first highly potent, selective, and orally bioavailable KAT6A selective degraders[7](index=7&type=chunk) - The selective degradation of KAT6A is hypothesized to offer improved efficacy, tolerability, and combinability compared to non-selective inhibitors[7](index=7&type=chunk) [Other Pipeline Programs](index=3&type=section&id=Other%20Pipeline%20Programs) Prelude is developing next-generation cancer therapies, including precision ADCs with novel SMARCA2/4 dual degrader payloads and mCALR-targeted ADCs - Developing potent SMARCA2/4 dual degraders as payloads for precision ADCs, which have shown significantly better in vivo efficacy and tolerability compared to traditional cytotoxic ADCs in preclinical models[8](index=8&type=chunk) - Developing mCALR-targeted precision ADCs for myelofibrosis (MF) and essential thrombocythemia (ET), targeting a neoantigen found in **25-35%** of patients[9](index=9&type=chunk) [Second Quarter 2025 Financial Results](index=3&type=section&id=Second%20Quarter%202025%20Financial%20Results) Prelude Therapeutics reported a narrowed net loss of **$31.2 million** for Q2 2025, driven by reduced operating expenses, ending the quarter with **$77.3 million** in cash Summary of Key Financial Metrics | Financial Metric | Q2 2025 | Q2 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | R&D Expenses | $25.8M | $29.5M | -12.5% | | G&A Expenses | $6.4M | $7.7M | -16.9% | | Net Loss | $31.2M | $34.7M | -10.1% | | Net Loss Per Share | $0.41 | $0.46 | -10.9% | [Financial Position](index=3&type=section&id=Cash%2C%20Cash%20Equivalents%2C%20Restricted%20Cash%20and%20Marketable%20Securities) As of June 30, 2025, Prelude Therapeutics held **$77.3 million** in cash and equivalents, projected to fund operations into Q2 2026 - Total cash, cash equivalents, restricted cash, and marketable securities were **$77.3 million** as of June 30, 2025[10](index=10&type=chunk) - The existing cash runway is anticipated to fund operations into the second quarter of 2026[10](index=10&type=chunk) [Operating Expenses](index=3&type=section&id=Operating%20Expenses) Total operating expenses decreased in Q2 2025, with R&D expenses falling to **$25.8 million** and G&A expenses to **$6.4 million** Operating Expenses Summary | Expense Category | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Research & Development | $25.8M | $29.5M | | General & Administrative | $6.4M | $7.7M | - The decrease in R&D expenses was primarily due to a decrease in expenses related to the company's SMARCA2 clinical trials[11](index=11&type=chunk) - The decrease in G&A expenses was primarily due to lower stock-based compensation, resulting from a lower valuation on recent grants[12](index=12&type=chunk) [Net Loss](index=3&type=section&id=Net%20Loss) Prelude's net loss for Q2 2025 narrowed to **$31.2 million** (**$0.41** per share), an improvement from **$34.7 million** in Q2 2024 Net Loss Summary | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Loss | $31.2M | $34.7M | | Net Loss Per Share | $0.41 | $0.46 | - Included in the Q2 2025 net loss was **$3.8 million** of non-cash expenses related to share-based payments, down from **$6.1 million** in Q2 2024[14](index=14&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) This section presents Prelude Therapeutics' unaudited consolidated financial statements, including Statements of Operations and Balance Sheets for Q2 2025 [Statements of Operations and Comprehensive Loss](index=6&type=section&id=STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20LOSS) For Q2 2025, Prelude reported total operating expenses of **$32.2 million** and a net loss of **$31.2 million**, an improvement from Q2 2024 Consolidated Statements of Operations and Comprehensive Loss | (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Operating expenses** | | | | Research and development | $25,784 | $29,509 | | General and administrative | $6,410 | $7,655 | | **Total operating expenses** | **$32,194** | **$37,164** | | Loss from operations | ($32,194) | ($37,164) | | Other income, net | $963 | $2,424 | | **Net loss** | **($31,231)** | **($34,740)** | | Net loss per share, basic and diluted | ($0.41) | ($0.46) | [Balance Sheets](index=7&type=section&id=BALANCE%20SHEETS) As of June 30, 2025, Prelude Therapeutics reported total assets of **$114.9 million**, total liabilities of **$39.1 million**, and stockholders' equity of **$75.8 million** Consolidated Balance Sheets | (in thousands) | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $25,752 | $12,474 | | Marketable securities | $47,464 | $121,140 | | **Total current assets** | **$76,876** | **$135,895** | | **Total assets** | **$114,918** | **$175,515** | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | $20,908 | $25,641 | | **Total liabilities** | **$39,080** | **$44,056** | | **Total stockholders' equity** | **$75,838** | **$131,459** | | **Total liabilities and stockholders' equity** | **$114,918** | **$175,515** |

[Q2 2025 Performance Overview](index=1&type=section&id=Q2%202025%20Performance%20Overview) Acuren's Q2 2025 performance shows revenue growth and reduced net loss, alongside strategic insights and the NV5 merger details [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Acuren's Q2 2025 revenue grew **1.5%** to **$313.9 million**, with net loss significantly reduced, though Adjusted EBITDA and margin declined - Revenue growth was primarily driven by new customer wins, increased business with existing customers, and strong performance in callout work[1](index=1&type=chunk)[3](index=3&type=chunk)[8](index=8&type=chunk) - The improvement in net loss year-over-year was attributed to the absence of prior-year seller-related stock compensation and transaction expenses, along with lower interest expense[8](index=8&type=chunk) Q2 2025 Key Financial Metrics (Successor vs. Predecessor) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | Change | | :--- | :--- | :--- | :--- | | Revenue | $313.9 million | $309.3 million | +1.5% YoY | | Organic Growth | 2.0% | N/A | N/A | | Net Loss | $0.2 million | $5.5 million | Improved | | Adjusted EBITDA | $54.6 million | $59.1 million | -7.6% YoY | | Adjusted EBITDA Margin | 17.4% | 19.1% | -170 bps | [Management Commentary](index=1&type=section&id=Management%20Commentary) Management emphasized Acuren's resilient business model, strong callout work, expanded customer relationships, and the strategic benefits of the NV5 merger - CEO Tal Pizzey emphasized the strength and resilience of the business model, highlighting strong performance in callout work and expanded service offerings with existing customers[3](index=3&type=chunk) - Executive Chairman Robert A.E. Franklin stated the NV5 combination establishes a market leader with advantages in cross-selling, cost structure optimization, and a strengthened recurring revenue foundation[7](index=7&type=chunk) [Merger with NV5](index=1&type=section&id=Merger%20with%20NV5) Acuren completed its **$1.7 billion** merger with NV5 Global on August 4, 2025, creating a **$2 billion** TICC and engineering services leader - The merger with NV5 was completed on August 4, 2025, creating a market-leading **$2 billion** TICC and engineering services company[2](index=2&type=chunk) - The total transaction value was approximately **$1.7 billion**, including repayment of NV5's debt and the issuance of about **79 million** shares of Acuren common stock[10](index=10&type=chunk) - In connection with the merger, Acuren added **$875.0 million** in new term loan debt, increasing total first lien term loans to **$1.6 billion**, and expanded its revolving credit facility to **$125.0 million**[11](index=11&type=chunk) [Financial Condition and Outlook](index=2&type=section&id=Financial%20Condition%20and%20Outlook) This section reviews Acuren's capital resources, liquidity position, and the company's updated guidance plans post-NV5 merger [Capital Resources and Liquidity](index=2&type=section&id=Capital%20Resources%20and%20Liquidity) Acuren reported **$199.2 million** in total liquidity as of June 30, 2025, with **$130.1 million** in cash and **$751.3 million** in net term loan debt Liquidity and Debt as of June 30, 2025 | Item | Amount | | :--- | :--- | | Cash and cash equivalents | $130.1 million | | Undrawn revolving credit facility | $75.0 million | | **Total Liquidity** | **$199.2 million** | | Total term loan debt (net) | $751.3 million | [2025 Guidance](index=2&type=section&id=2025%20Guidance) Acuren is reviewing its financial outlook post-NV5 acquisition and will provide updated consolidated guidance with its Q3 2025 earnings in November - The company is actively reviewing its financial outlook post-NV5 acquisition and expects to provide refreshed consolidated guidance with its third quarter earnings results in November 2025[12](index=12&type=chunk) [Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Acuren's unaudited condensed consolidated balance sheets, statements of operations, and cash flows for the reported periods [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Acuren's total assets increased to **$2.24 billion** as of June 30, 2025, with total liabilities at **$1.063 billion** and equity at **$1.179 billion** Balance Sheet Summary (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $130,056 | $139,134 | | Total current assets | $399,143 | $394,236 | | Total assets | $2,242,358 | $2,207,739 | | Total current liabilities | $119,190 | $106,331 | | Long-term debt, net | $743,532 | $747,048 | | Total liabilities | $1,063,295 | $1,056,567 | | Total stockholders' equity | $1,179,063 | $1,151,172 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net loss improved to **$0.2 million** on **$313.9 million** revenue, while the six-month net loss widened to **$26.0 million** due to lower gross profit Q2 Statement of Operations (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | Service revenue | $313,925 | $309,292 | | Gross profit | $74,101 | $80,619 | | Income from operations | $18,350 | $19,749 | | Net loss | $(233) | $(5,450) | Six Months Statement of Operations (in thousands) | Metric | H1 2025 (Successor) | H1 2024 (Predecessor) | | :--- | :--- | :--- | | Service revenue | $548,140 | $532,354 | | Gross profit | $117,770 | $136,467 | | Income from operations | $8,910 | $33,743 | | Net loss | $(26,026) | $(6,721) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 operating cash flow was **$26.3 million**, a turnaround from prior year, with a net cash decrease of **$9.1 million** for the period Six Months Cash Flow Summary (in thousands) | Cash Flow Activity | H1 2025 (Successor) | H1 2024 (Predecessor) | | :--- | :--- | :--- | | Net cash from operating activities | $26,305 | $(8,754) | | Net cash used in investing activities | $(28,407) | $(56,627) | | Net cash (used in) provided by financing activities | $(10,308) | $8,750 | | **Net change in cash** | **$(9,078)** | **$(56,265)** | | Cash at end of period | $130,056 | $30,796 | [Reconciliation of Non-GAAP Financial Measures](index=9&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) This section provides reconciliations for Acuren's non-GAAP financial measures, including Adjusted Gross Profit, Adjusted EBITDA, and Organic Revenue Growth [Adjusted Gross Profit and Margin](index=9&type=section&id=Adjusted%20Gross%20Profit%20and%20Margin) Q2 2025 Adjusted Gross Profit remained flat at **$90.3 million**, with the Adjusted Gross Margin slightly decreasing to **28.8%** Adjusted Gross Profit Reconciliation (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | Gross profit (GAAP) | $74,101 | $80,619 | | Depreciation expense | $16,219 | $9,481 | | **Adjusted gross profit (Non-GAAP)** | **$90,320** | **$90,100** | | **Adjusted gross margin** | **28.8%** | **29.1%** | [Adjusted EBITDA and Margin](index=10&type=section&id=Adjusted%20EBITDA%20and%20Margin) Q2 2025 Adjusted EBITDA decreased to **$54.6 million**, with the margin contracting to **17.4%** due to various non-recurring adjustments Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | Net loss (GAAP) | $(233) | $(5,450) | | EBITDA | $48,664 | $39,698 | | Adjustments | $5,897 | $19,413 | | **Adjusted EBITDA (Non-GAAP)** | **$54,561** | **$59,111** | | **Adjusted EBITDA margin** | **17.4%** | **19.1%** | [Organic Change in Service Revenue](index=11&type=section&id=Organic%20Change%20in%20Service%20Revenue) Acuren's Q2 2025 reported revenue growth was **1.5%**, with organic growth reaching **2.0%** after currency and acquisition adjustments Q2 2025 Organic Revenue Growth Reconciliation | Metric | Percentage | | :--- | :--- | | Service Revenue Change (As Reported) | 1.5% | | Foreign Currency Translation Impact | (0.6)% | | Acquisitions Impact | 0.1% | | **Organic Change In Service Revenue** | **2.0%** | [Adjusted SG&A Expenses](index=12&type=section&id=Adjusted%20SG%26A%20Expenses) Q2 2025 Adjusted SG&A expenses increased to **$36.5 million**, representing **11.6%** of service revenue, after non-recurring cost adjustments Adjusted SG&A Reconciliation (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | SG&A expenses (GAAP) | $55,236 | $60,870 | | Adjustments | $(18,711) | $(30,145) | | **Adjusted SG&A expenses (Non-GAAP)** | **$36,525** | **$30,725** | | **Adjusted SG&A as % of revenue** | **11.6%** | **9.9%** | [Other Information](index=2&type=section&id=Other%20Information) This section provides details on the upcoming conference call and important disclosures regarding forward-looking statements [Conference Call Information](index=2&type=section&id=Conference%20Call%20Information) Acuren will host a conference call on Thursday, August 14, 2025, at **8:30 a.m. ET** to discuss its Q2 2025 financial results - A conference call to discuss financial results is scheduled for Thursday, August 14, 2025, at **8:30 a.m. ET** (**7:30 a.m. CT**)[13](index=13&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements regarding future performance and the NV5 merger, subject to risks detailed in SEC filings - The report includes forward-looking statements concerning the benefits of the NV5 merger, future growth, and financial performance, which are subject to risks and uncertainties detailed in SEC filings[18](index=18&type=chunk)[19](index=19&type=chunk)

Exhibit 99.1 Werewolf Therapeutics Reports Second Quarter 2025 Financial Results and Provides Business Update – WTX-124 Phase 1/1b clinical trial on track for interim data readout in the fourth quarter of 2025, including patients in both the monotherapy and combination expansion arms of cutaneous melanoma and renal cell carcinoma – – Planning to engage with U.S. Food & Drug Administration (FDA) in the second half of 2025 to discuss potential registrational pathways for WTX-124 in advanced or metastatic cuta ...

[Part I — Financial Information](index=3&type=section&id=Part%20I%20%E2%80%94%20Financial%20Information) [Unaudited Financial Statements](index=3&type=section&id=Item%201%20-%20Unaudited%20Financial%20Statements) This section presents Rockwell Medical's unaudited condensed consolidated financial statements for Q2 and H1 2025, detailing financial position, performance, and cash flows, along with explanatory notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $52.6 million from $59.2 million, driven by lower cash and inventory, while total liabilities also fell to $22.2 million, resulting in a decline in stockholders' equity to $30.4 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and Cash Equivalents | $12,482 | $15,662 | | Total Current Assets | $31,609 | $37,030 | | Total Assets | $52,625 | $59,208 | | **Liabilities & Equity** | | | | Total Current Liabilities | $10,946 | $14,091 | | Total Liabilities | $22,216 | $26,622 | | Total Stockholders' Equity | $30,409 | $32,586 | | Total Liabilities and Stockholders' Equity | $52,625 | $59,208 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 saw a net loss of $1.5 million, a shift from Q2 2024 net income, driven by a **38% decrease in net sales to $16.1 million**, with the six-month net loss widening to **$3.0 million** Statements of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $16,071 | $25,832 | $34,985 | $48,508 | | Gross Profit | $2,503 | $4,550 | $5,545 | $7,614 | | Operating (Loss) Income | $(1,349) | $515 | $(2,709) | $(809) | | Net (Loss) Income | $(1,492) | $343 | $(3,007) | $(1,388) | | Basic Net (Loss) Income per Share | $(0.05) | $0.01 | $(0.09) | $(0.05) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$1.6 million** for H1 2025, while investing activities used **$0.1 million** and financing activities used **$1.4 million**, resulting in a **$3.2 million** net decrease in cash Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | $(1,643) | $(938) | | Net Cash (Used In) Provided By Investing Activities | $(104) | $1,578 | | Net Cash (Used In) Provided By Financing Activities | $(1,433) | $2,243 | | **Net (Decrease) Increase in Cash** | **$(3,180)** | **$2,880** | | Cash and Cash Equivalents at End of Period | $12,482 | $11,863 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's hemodialysis business, liquidity, significant customer concentration, the impending termination of the DaVita contract, and key accounting policies and debt agreements - The company develops, manufactures, and distributes hemodialysis products and is a leading supplier of concentrates in the United States[29](index=29&type=chunk)[30](index=30&type=chunk) - Management believes the company has sufficient funds for at least the next twelve months, with **$18.4 million in cash, cash equivalents, and investments** as of June 30, 2025. The company may raise additional capital through its **$21.1 million available ATM facility**[33](index=33&type=chunk)[34](index=34&type=chunk) - The company has significant customer concentration. For the six months ended June 30, 2025, **DaVita, Fresenius, and Nipro accounted for 20%, 10%, and 9% of total revenues**, respectively[52](index=52&type=chunk) - The company's agreement with its major customer, DaVita, was extended through December 31, 2025. However, DaVita has indicated it will transition to another supplier by mid-2025. DaVita made **non-refundable payments of $1.3 million** in the first six months of 2025 to ensure supply continuity[59](index=59&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202%20-%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, noting significant revenue decline due to DaVita's transition, a new agreement with Innovative Renal Care, sufficient liquidity for 12 months, and the resolution of a debt covenant breach [Results of Operations](index=18&type=section&id=Results%20of%20Operations) Q2 2025 net sales decreased by **38% to $16.1 million**, primarily due to reduced DaVita sales, leading to a **45% gross profit decrease**, with six-month net sales also falling **28% to $35.0 million** Results of Operations for the Three Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $16,071 | $25,832 | (38)% | | Gross Profit | $2,503 | $4,550 | (45)% | | Operating (Loss) Income | $(1,349) | $515 | (362)% | Results of Operations for the Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $34,985 | $48,508 | (28)% | | Gross Profit | $5,545 | $7,614 | (27)% | | Operating Loss | $(2,709) | $(809) | 235% | - The decrease in net sales for both the three and six-month periods was primarily driven by a significant reduction in sales to DaVita, which is transitioning to a new supplier[140](index=140&type=chunk)[146](index=146&type=chunk) [Liquidity and Capital Resources](index=19&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$18.4 million** in cash and investments, deemed sufficient for 12 months, with **$21.1 million** available via ATM, and a Q2 2025 revenue covenant breach was resolved - The company has approximately **$18.4 million** in cash, cash equivalents, and investments available-for-sale and believes it has sufficient funds for at least the next 12 months[152](index=152&type=chunk) - The company may raise additional capital if needed, with **$21.1 million** remaining available under its at-the-market (ATM) facility[153](index=153&type=chunk) - The company did not satisfy a revenue covenant in its loan agreement for Q2 2025 due to reduced business from DaVita, but subsequently resolved the noncompliance with the lender, Innovatus[158](index=158&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=21&type=section&id=Item%203%20-%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a Smaller Reporting Company, Rockwell Medical, Inc. is exempt from providing disclosures regarding market risk - The company is designated as a Smaller Reporting Company and is therefore not required to provide disclosure about market risk[170](index=170&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204%20-%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[172](index=172&type=chunk) - No changes occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[173](index=173&type=chunk) [Part II — Other Information](index=21&type=section&id=Part%20II%20%E2%80%94%20Other%20Information) [Legal Proceedings](index=21&type=section&id=Item%201%20-%20Legal%20Proceedings) The company does not anticipate any pending legal proceedings to materially affect its operations or financial statements - The company is not currently involved in any legal proceedings that are expected to have a material effect on its financial condition or operations[174](index=174&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A%20-%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K - No material changes have occurred to the risk factors disclosed in the company's 2024 Annual Report on Form 10-K[175](index=175&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202%20-%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[175](index=175&type=chunk) [Defaults Upon Senior Securities](index=22&type=section&id=Item%203%20-%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[176](index=176&type=chunk) [Mine Safety Disclosures](index=22&type=section&id=Item%204%20-%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[177](index=177&type=chunk) [Other Information](index=22&type=section&id=Item%205%20-%20Other%20Information) The company reported no other information - None[178](index=178&type=chunk) [Exhibits](index=22&type=section&id=Item%206%20-%20Exhibits) This section provides an index of exhibits filed or furnished as part of the Quarterly Report on Form 10-Q, including incentive plans and officer certifications - The report includes an exhibit index listing documents filed or furnished, such as the Amended and Restated 2018 Long Term Incentive Plan, officer certifications (31.1, 31.2, 32.1, 32.2), and XBRL data files[179](index=179&type=chunk)[180](index=180&type=chunk)

For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 transition period from to 2 University Plaza Suite 100 Hackensack, NJ 07601 (Address of principal executive offices) (Zip Code) (201)-696-9345 001-33357 (Commission file number) PROT ...

Evoke Pharma Reports Second Quarter 2025 Financial Results and Provides Business Update Q2 2025 Net Product Sales Increased 47% Year-over-Year to $3.8 Million SOLANA BEACH, Calif., August 14, 2025 (GLOBE NEWSWIRE) – Evoke Pharma, Inc. (NASDAQ: EVOK), a specialty pharmaceutical company focused on treatments for gastrointestinal (GI) disorders with an emphasis on GIMOTI® (metoclopramide) nasal spray, today reported financial results for the second quarter ended June 30, 2025, and provided a business update. " ...

[Q2 2025 Performance Overview](index=1&type=section&id=Q2%202025%20Performance%20Overview) This section provides an overview of the company's strong Q2 2025 performance, including CEO commentary and key financial highlights [CEO Commentary and Business Update](index=1&type=section&id=CEO%20Commentary%20and%20Business%20Update) The CEO highlighted strong Q2 2025 operational execution, achieving higher-than-expected gross margins and improved profitability - Delivered strong operational performance in Q2 2025, with gross margins reaching **47.4%**[3](index=3&type=chunk) - Federal order activity increased significantly after the quarter, highlighted by **$12.9 million** in purchase orders from the USDA Forest Service, suggesting a strong outlook for the second half of the year[3](index=3&type=chunk)[5](index=5&type=chunk) - Launched RelayONE, a new rapid deployment portable repeater kit, and received the first purchase order from the Latimer County Sheriff's Office in Colorado[3](index=3&type=chunk) [Q2 2025 Financial Highlights](index=1&type=section&id=Q2%202025%20Financial%20Highlights) BK Technologies reported strong Q2 2025 financial results, with revenue at **$21.2 million** and gross margin significantly improving to **47.4%** Q2 2025 Key Financial Metrics vs. Q2 2024 | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Revenue | $21.2 million | $20.3 million | | Gross Margin | 47.4% | 37.3% | | GAAP Diluted EPS | $0.96 | $0.47 | | Non-GAAP Adj. Diluted EPS | $1.30 | $0.55 | [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) This section analyzes the company's Q2 and first-half 2025 financial performance, including balance sheet insights [Second Quarter 2025 Financial Review](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Review) Q2 2025 revenue increased **4.5%** to **$21.2 million**, with gross margin expanding to **47.4%** Q2 2025 vs. Q2 2024 Performance | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $21.2M | $20.3M | +4.5% | | Gross Margin | 47.4% | 37.3% | +10.1 p.p. | | Operating Income | $4.0M | $2.0M | +100% | | Net Income | $3.7M | $1.7M | +117.6% | - The improvement in gross margin was driven by a favorable product mix and ongoing cost savings from operational efficiencies and outsourced manufacturing[7](index=7&type=chunk) - Selling, General & Administrative (SG&A) expenses rose to **$6.0 million** from **$5.5 million** year-over-year, reflecting continued investments in sales, marketing, and engineering[8](index=8&type=chunk) [Six Months 2025 Financial Review](index=3&type=section&id=Six%20Months%202025%20Financial%20Review) First-half 2025 revenue grew **4.5%** to **$40.2 million**, with gross margin improving to **47.2%** First Half 2025 vs. First Half 2024 Performance | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $40.2M | $38.5M | +4.5% | | Gross Margin | 47.2% | 35.9% | +11.3 p.p. | | Operating Income | $6.9M | $3.0M | +130% | | Net Income | $5.9M | $2.3M | +157.4% | [Balance Sheet and Working Capital](index=3&type=section&id=Balance%20Sheet%20and%20Working%20Capital) As of June 30, 2025, working capital increased to **$28.9 million**, driven by higher cash and receivables - Working capital totaled approximately **$28.9 million** at June 30, 2025, an increase from **$23.0 million** at December 31, 2024[11](index=11&type=chunk) - Cash, cash equivalents, and trade receivables grew to **$23.4 million**, up from **$14.4 million** at the end of 2024[11](index=11&type=chunk) Key Balance Sheet Items (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $11,853 | $7,075 | | Total current assets | $44,833 | $36,941 | | Total liabilities | $23,663 | $21,668 | | Total stockholders' equity | $36,763 | $29,831 | [Full Year 2025 Outlook](index=2&type=section&id=Full%20Year%202025%20Outlook) BK Technologies has raised its full-year 2025 financial guidance due to strong year-to-date performance and robust demand Updated Full Year 2025 Guidance | Metric | New Guidance | Prior Guidance | | :--- | :--- | :--- | | Revenue Growth | High single digits | Single-digit growth | | Gross Margin | > 47% | > 42% | | GAAP Diluted EPS | $3.15 | $2.40 | | Non-GAAP Adj. Diluted EPS | $3.80 | $2.80 | - The upward revision is attributed to strong demand, leverage in the business model, and confidence in sustaining higher performance levels[6](index=6&type=chunk) [Appendix](index=5&type=section&id=Appendix) This section provides supplementary information, including non-GAAP financial measures and detailed financial statements [Use of Non-GAAP Measures](index=5&type=section&id=Use%20of%20Non-GAAP%20Measures) The company uses non-GAAP financial measures to supplement GAAP statements, offering clearer insight into core operational performance - Adjusted EBITDA is used to help investors understand operational factors by excluding interest, taxes, depreciation, amortization, stock-based compensation, and other infrequent charges[21](index=21&type=chunk) - Adjusted EPS adjusts GAAP EPS for items that management does not see as reflective of core operating performance, such as stock-based compensation and one-time charges related to manufacturing transition and tax provisions[22](index=22&type=chunk) [Financial Statements](index=8&type=section&id=Financial%20Statements) This section provides unaudited condensed consolidated financial statements for Q2 and H1 2025, including key financial statements and non-GAAP reconciliations [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 income statement shows net sales of **$21.2 million** and net income of **$3.7 million** Q2 & H1 2025 Income Statement Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Sales, net | $21,165 | $20,254 | $40,219 | $38,485 | | Operating income | $3,997 | $2,025 | $6,913 | $3,008 | | Net income | $3,741 | $1,664 | $5,873 | $2,345 | | Diluted EPS | $0.96 | $0.47 | $1.51 | $0.66 | [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the balance sheet indicates total assets of **$60.4 million** Balance Sheet Summary (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total current assets | $44,833 | $36,941 | | Total assets | $60,426 | $51,499 | | Total liabilities | $23,663 | $21,668 | | Total stockholders' equity | $36,763 | $29,831 | [Reconciliation of Non-GAAP Financial Measures](index=10&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) This table reconciles GAAP Net Income to non-GAAP Adjusted EBITDA and Adjusted Earnings for Q2 2025 Q2 2025 GAAP to Non-GAAP Reconciliation (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Income (GAAP) | $3,741 | $1,664 | | Adjusted EBITDA (Non-GAAP) | $4,417 | $2,489 | | Adjusted Earnings (Non-GAAP) | $5,055 | $1,974 | | Adjusted EPS - diluted (Non-GAAP) | $1.30 | $0.55 |