Regulatory Approvals and Clearances - The company received FDA clearance for the ReWalk Personal Exoskeleton with stair and curb functionality in March 2023, enhancing user mobility in real-world environments[33]. - The ReWalk Personal Exoskeleton is now classified under the Medicare brace benefit category, with a reimbursement rate of $91,032 effective January 1, 2024[44]. - An Administrative Law Judge ruled in favor of Medicare coverage for the ReWalk Personal Exoskeleton as a "reasonable and necessary" medical device in June 2025[45]. - The ReWalk 7, the next-generation model of the ReWalk system, received FDA clearance in March 2025, featuring cloud connectivity and customizable walking speeds[54]. - The ReWalk Personal Exoskeleton has received regulatory approval for sale in multiple countries, with plans for further approvals in additional jurisdictions[58]. - The ReStore Exo-Suit received FDA clearance in June 2019 and CE mark in May 2019, but sales in the EU were ceased in May 2024 due to MDR conformity issues[92]. - The ReStore device received 510(k) clearance in June 2019, intended for use in rehabilitation institutions for individuals with hemiplegia or hemiparesis due to stroke[142]. - The company has received a Notified Body Certificate of Conformity under the MDR for the ReWalk 7 Personal Exoskeleton, allowing it to be marketed in the EU[152]. - The FDA's Breakthrough Devices Program aims to expedite the development and review of devices that provide more effective treatment for life-threatening conditions[144]. - The company must comply with special controls and general controls for marketing ReStore and ReWalk, including quality controls and reporting of adverse events[142]. Financial Performance and Revenue - Total revenue for the year ended December 31, 2025, was $22.034 million, a decrease of approximately 14.3% from $25.663 million in 2024[193]. - Revenue from the United States was $13.237 million in 2025, down from $14.425 million in 2024, representing a decline of about 8.2%[193]. - The company had an accumulated deficit of approximately $284.7 million as of December 31, 2025, raising substantial doubt about its ability to continue as a going concern[201]. - The company completed a public offering in June 2025, generating gross proceeds of approximately $2.6 million to support ongoing operations[198]. - A strategic investment and collaboration agreement was entered into with Oramed, involving $20 million in senior secured convertible notes, subject to certain conditions[208]. Market Expansion and Product Offerings - In August 2023, the company acquired AlterG for approximately $19 million to expand its product offerings in physical rehabilitation[35]. - The company entered into a distribution agreement with CorLife to increase penetration of SCI Products into the workers' compensation market, leveraging CorLife's network[38]. - The company is pursuing additional distribution agreements to expand access to the ReWalk Personal Exoskeleton in international markets, including Mexico and the UAE[39]. - The company has established relationships with over 6,000 facilities globally for the AlterG Anti-Gravity systems, enhancing its market presence[35]. - The company is working with various German insurers to secure reimbursement for the ReWalk Personal Exoskeleton, formalizing processes with BARMER in February 2025[46]. - The company has made progress in securing reimbursement agreements in Europe, particularly in Germany, with several health insurers now providing coverage for the ReWalk systems[78]. - The Italian Ministry of Labor and Social Policy implemented a coverage policy for exoskeleton systems, resulting in the supply of 10 ReWalk units to beneficiaries since March 2018[80]. - The company plans to issue up to $20 million in senior secured convertible notes as part of its financing strategy related to the acquisition of Oramed Pharmaceuticals[48]. Product Development and Innovation - The company is conducting research on next-generation exoskeletons that may include applications for multiple sclerosis, cerebral palsy, and Parkinson's disease[118]. - The company is evaluating new generations of anti-gravity systems utilizing DAP technology, including the NEO model introduced in 2024[119]. - The company collaborates with Harvard on research for lightweight soft suit exoskeleton technologies, with obligations for milestone payments and reimbursement for patent-related expenses[123][124]. - The ReWalk 7 system has received regulatory clearance and has been commercially launched, indicating progress in product development[117]. - The ReStore soft exo-suit aims to improve walking speed and propulsion symmetry in stroke rehabilitation, with clinical trials showing varying levels of improvement[95]. Manufacturing and Supply Chain - The company transitioned the manufacturing of ReWalk exoskeletons to Lifeward Ltd. and contracted Cirtronics for AlterG product manufacturing starting January 2025[182]. - The company transitioned to in-house manufacturing of the ReWalk Personal Exoskeleton in the second quarter of 2025, leading to cost savings and improved quality control[199]. - The company has established contract manufacturing relationships to enhance operational efficiency and scale-up capacity[183]. - The company sources components and raw materials from suppliers in the U.S., Europe, China, Taiwan, and Israel[186]. - The company terminated its contract with Sanmina Corporation for ReWalk exoskeletons and ReStore exo-suits manufacturing in 2025[182]. Market Challenges and Risks - The company faces economic and political risks associated with operations in Taiwan and Russia, which could adversely affect its business[217]. - The market for medical exoskeletons, including soft suit devices, remains relatively new and unproven, making it difficult to predict future size and growth rates[228]. - Limited sources exist for reliable market data regarding the number of mobility-impaired individuals and the incidence of spinal cord injuries and strokes in target markets[231]. - Future growth will depend on the successful development and commercialization of new products addressing mobility impairments[221]. - The company may need to pursue strategic transactions, such as joint ventures or asset sales, if financial stability is uncertain[211]. Employment and Operational Changes - The company reduced its total headcount by greater than 35% since the closing of the AlterG acquisition, streamlining U.S. operations[213]. - The company expects to fulfill customer orders for products in regular production within two weeks of receipt of the order[184]. - The company has not experienced significant volatility in the prices of components and raw materials, although prices may fluctuate due to various factors[186]. - The company anticipates that its manufacturing and supply arrangements will support its capacity needs for the foreseeable future[187]. Advocacy and Community Engagement - The ReWalk Personal Exoskeleton has received endorsements from multiple advocacy groups, including the United Spinal Association and the Dana and Christopher Reeves Foundation[114]. - The National Spinal Cord Injury Statistical Center estimates that complications related to paraplegia cost approximately $670,000 in the first year post-injury, highlighting the economic impact of spinal cord injuries[63]. - Approximately 308,000 people in the United States are living with spinal cord injuries, with an annual incidence of about 18,000 new cases[64].

Revenue Performance - Total revenues for 2025 were $191.4 million, a decline of 3.8% from $198.9 million in 2024, with a 9.1% decrease in Data and Analytics Services and a 2.6% decrease in IT Staffing Services [187]. - Total revenues for 2024 were $198.9 million, a 1.1% decline from $201.1 million in 2023, with a 6.6% increase in Data and Analytics Services and a 2.6% decrease in IT Staffing Services [198]. - Data and Analytics Services revenues decreased to $33.3 million in 2025 from $36.6 million in 2024, attributed to reduced client spending and lower bookings of $34.8 million compared to $41.0 million in 2024 [188]. - Data and Analytics Services segment revenues increased to $36.6 million in 2024 from $34.4 million in 2023, driven by increased client spending and strong bookings of $41 million [199]. - IT Staffing Services revenues declined due to a 16.7% decrease in billable consultants, ending 2025 with 840 compared to 1,008 in 2024, while the average bill rate increased to $86.10 per hour from $82.77 [189]. - IT Staffing Services segment revenues declined due to a lower average level of billable consultants, though the number of billable consultants increased by 6.6% to 1,008 by the end of 2024 [200]. Profitability and Margins - Gross profit decreased to $53.1 million in 2025, a 4.6% decline year-over-year, with gross margin percentage remaining at 27.7% [191]. - Gross profit for 2024 increased to $55.6 million, an 8.9% increase year-over-year, with gross margin as a percentage of revenue rising to 27.9% from 25.4% [202]. - Gross margins for Data and Analytics Services were 46.2% in 2025, down from 49.1% in 2024, due to lower utilization rates [192]. - IT Staffing Services gross margins improved to 24.0% in 2025 from 23.2% in 2024, primarily due to higher bill rates [193]. Expenses and Taxation - SG&A expenses totaled $53.1 million in 2025, representing 27.7% of total revenues, an increase from 26.0% in 2024 [194]. - SG&A expenses in 2024 totaled $51.8 million, representing 26.0% of total revenues, down from $60.3 million or 30.0% in 2023 [204]. - The effective tax rate for 2025 was 42.7%, significantly higher than 23.1% in 2024, influenced by disallowed executive compensation [196]. Cash Flow and Liquidity - Cash provided by operating activities for 2025 was $11.1 million, compared to $7.2 million in 2024 and $16.0 million in 2023 [213]. - The company had cash balances of $36.5 million and no bank debt as of December 31, 2025, with $19.9 million of borrowing capacity available [208]. - The company expects to fund business needs over the next 12 months with existing cash and cash equivalents, including potential share repurchases of up to $5.0 million [210]. - As of December 31, 2025, the company had no outstanding borrowings under its Credit Agreement, indicating a strong liquidity position [255]. Operational Changes and Future Outlook - The company plans to revise its segment structure starting in the 2026 fiscal year to align with account-centric management and industry-focused leadership [173]. - Demand for services is expected to be influenced by economic growth and corporate hiring trends, with macroeconomic uncertainty potentially impacting future project activity [176]. - The Company expects annualized cost savings of approximately $1.2 million beginning in 2026 from a fully implemented initiative [222]. - Transition expenses related to moving finance and accounting functions to India totaled $1.9 million in 2025, with the transition completed by December 31, 2025 [221]. Currency and Foreign Exchange - The company's reporting currency is the U.S. dollar, with its Canadian subsidiary also primarily generating revenue in U.S. dollars, minimizing currency risk exposure [256]. - A hypothetical 10% fluctuation in foreign currency rates in 2025 would not materially impact the company's consolidated financial statements, demonstrating resilience to currency volatility [256]. - The company will continue to evaluate and reassess its approach to managing currency fluctuation risks as international operations grow [256]. - Foreign exchange gains in 2025 totaled $217,000, compared to $27,000 in 2024 and losses of ($75,000) in 2023 [252]. Accounting and Valuation - Revenue is recognized on time-and-material contracts as services are performed, with out-of-pocket expenses historically representing less than 2% of total contract revenues [228]. - The Company recognizes revenue on fixed price contracts using a cost-based input method, measuring progress based on costs incurred [229]. - The Company accounts for stock-based compensation expense based on estimated fair value, recognizing it over the requisite service period [247]. - The Company provided a valuation allowance of $435,000 and $452,000 for deferred tax assets related to foreign net operating losses as of December 31, 2025 and 2024, respectively [249]. - The Company recorded a goodwill impairment charge of $5.3 million due to declining revenue trends and lower future revenue projections as of December 31, 2023 [240]. Economic Impact - Inflation has not significantly impacted the Company's operations, but economic uncertainty may adversely affect demand for services [224]. - The Company typically experiences lower utilization rates and higher benefit costs during the fourth quarter due to seasonality [226]. - A hypothetical 10% increase in interest rates would have no impact on the company's annual interest expense, reflecting effective interest rate management [255]. - Days sales outstanding (DSO) increased slightly to 54 days at year-end 2025 from 52 days at year-end 2024, reflecting changes in accounts receivable management [209].

Revenue Performance - Total net revenues decreased by 33.7% to $2.1 million in 2025 from $3.1 million in 2024, primarily due to lower license and non-recurring engineering revenues[115] - License fees accounted for $1.8 million (88.4% of total revenues) in 2025, down 32.2% from $2.7 million in 2024[113] - Non-recurring engineering revenues fell by 43.0% to $0.2 million in 2025 from $0.4 million in 2024, attributed to decreased project deliveries[117] Profitability and Margins - Gross margin improved to 98.7% in 2025 compared to 96.3% in 2024, driven by a decrease in non-recurring engineering revenues[118] - The company reported a net income of $8.0 million in 2025, a significant turnaround from a net loss of $5.9 million in 2024[126] Expenses - Research and development expenses increased by 9.7% to $3.8 million in 2025, mainly due to unfavorable exchange rates[119] - General and administrative expenses rose by 9.5% to $4.1 million in 2025, primarily due to higher professional fees[122] Cash and Working Capital - Cash and cash equivalents increased to $25.4 million as of December 31, 2025, up from $16.4 million in 2024[127] - Working capital improved to $24.1 million in 2025, compared to $16.1 million in 2024[128] Capital and Financing - The company may require additional sources of capital beyond cash on hand and the Ladenburg ATM Facility to continue operations and implement its strategy[135] - The company may face challenges in obtaining additional financing on reasonable terms, which could negatively impact its business and financial condition[136] Assets and Liabilities - The gain from patent assignment was $19.4 million in 2025, with a brokerage fee of $3.8 million recognized[123] - The company has no off-balance sheet financing arrangements that could affect liquidity or capital resources[139] Lease and Office Operations - The company operates through a virtual office in California and has a lease for 6,684 square feet of office space in Stockholm, Sweden, valid through January 2027[140] - For the years ended December 31, 2025 and 2024, the company recorded approximately $455,000 and $449,000, respectively, for rent expense in continuing operations[141] Legal Matters - The company has a pending patent infringement case against Apple in the Northern District of California, with trial scheduled for February 22, 2027[159] Foreign Currency Risk - The company is subject to foreign currency exchange rate risk with its subsidiaries operating in Sweden, Japan, and South Korea[137] Financing Arrangements - The implicit interest rate of the finance lease for a Volkswagen ID Buzz is approximately 3.47% per annum[142] - The company has not made any payments under the Analog Device Development Agreement with Texas Instruments as of December 31, 2025[143]

Financial Performance - Revenues from continuing operations for fiscal 2025 were $2.1 million, a decrease of 33.7% compared to the prior year[7] - Operating expenses from continuing operations were $10.2 million, an increase of 6.7% compared to the prior year[9] - Income from continuing operations was $8.0 million, or $0.48 per share, compared to a loss of $5.9 million, or $0.37 per share for the prior year[10] - Net income for 2025 was $8,493,000, a significant recovery from a net loss of $6,466,000 in 2024[26] Cash Flow and Liquidity - Cash used by operations was $10.3 million, compared to $5.6 million for the prior year[11] - Cash and accounts receivable totaled $25.7 million as of December 31, 2025, up from $17.2 million at the end of 2024[12] - Cash and cash equivalents at the end of 2025 increased to $25,358,000, up from $16,427,000 at the end of 2024[26] - Net cash used in operating activities for 2025 was $10,254,000, compared to $5,592,000 in 2024, indicating increased operational cash outflow[26] - Proceeds from patent assignment contributed $19,389,000 to cash flows from investing activities in 2025[26] Business Strategy and Focus - The company is focusing on driving growth for its MultiSensing business and expanding license revenues from its first DMS production customer in 2026[6] - The transition of the zForce platform into maintenance mode allows the company to concentrate on MultiSensing technology and machine learning advancements[4] - The company experienced a decline in legacy zForce business but saw growth with NEXTY Electronics' next-generation amusement systems[5] Equity and Stockholder Information - Total stockholders' equity decreased to $16,442,000 by December 31, 2024, from $17,163,000 at the beginning of the year[24] - The company issued 1,424,000 shares for cash, net of offering costs, raising $5,796,000[24] - The company reported a stock-based compensation expense of $3,000 in 2025, down from $3,000 in 2024[26] Other Financial Adjustments - Gain from patent assignment amounted to $15.5 million after brokerage fees, significantly contributing to income[10] - The company reported a gain from patent assignment of $19,389,000, which significantly impacted cash flows[26] - Operating lease obligations increased by $288,000 in 2025, compared to a decrease of $144,000 in 2024[26] - The company experienced a foreign currency translation adjustment loss of $246,000 in 2025[24]

Revenue Performance - Q4 comparable brand revenue increased by 3.2%[5] - Net revenues for the fiscal year ended February 1, 2026, were $7,806,816, a 1.2% increase from $7,711,541 in the previous year[22] - Comparable brand revenue growth for the total was 3.5% in FY 2025, compared to a decline of 1.6% in FY 2024[22] - For fiscal 2026, the company expects annual net revenue growth of 2.7% to 6.7% and comparable brand revenue growth of 2.0% to 6.0%[9] Earnings and Margins - Q4 operating margin was 20.3%, with diluted EPS of $3.04, a decrease of 7.3% year-over-year[5] - Fiscal year 2025 recorded diluted EPS of $8.84, representing a 0.6% increase compared to the previous year[9] - Gross profit margin decreased to 46.2% in FY 2025 from 46.5% in FY 2024, with gross profit amounting to $3,603,051[22] - Net earnings for FY 2025 were $1,088,437, representing a decrease of 3.3% from $1,125,251 in FY 2024, with a net earnings margin of 13.9%[22] - Operating income for FY 2025 was $1,415,722, slightly down from $1,430,184 in FY 2024, with an operating income margin of 18.1%[22] Costs and Expenses - Gross margin for Q4 was 46.9%, down 40 basis points year-over-year, impacted by lower merchandise margins and occupancy deleverage[5] - SG&A expenses for Q4 were $627 million, a decrease of 1.3% year-over-year, with an SG&A rate of 26.6%[5] - Merchandise inventories rose by 9.8% year-over-year to $1.5 billion, influenced by approximately $80 million in incremental tariff costs[5] Liquidity and Capital Management - The company maintained a strong liquidity position with $1.0 billion in cash and $1.3 billion in operating cash flow, returning nearly $1.2 billion to shareholders through stock repurchases and dividends[9] - Cash and cash equivalents decreased to $1,019,801 from $1,212,977, reflecting a net decrease of $193,176[28] Store Operations - The company opened 3 new retail stores but closed 10, resulting in a total of 506 stores as of February 1, 2026[26] Long-term Outlook - Long-term expectations include mid-to-high single-digit annual net revenue growth and operating margins in the mid-to-high teens[9] - Adjusted Return on Invested Capital (Adjusted ROIC) for FY 2025 was 51.6%, down from 54.0% in FY 2024[34]

Financial Performance - Net loss attributable to common stockholders for Q4 2025 was $3.8 million, or $0.26 per share, compared to a net loss of $8.2 million, or $6.29 per share, in Q4 2024[6]. - The net loss for the full year 2025 was $35.5 million, or $7.13 per share, compared to a net loss of $12.9 million, or $12.52 per share, in 2024[9]. Expenses - Research and development expenses for Q4 2025 were $2.3 million, consistent with Q4 2024[4]. - Full year 2025 research and development expenses increased to $21.8 million from $3.5 million in 2024, driven by acquired in-process research and development expenses and clinical trial costs[7]. - General and administrative expenses for Q4 2025 decreased to $1.5 million from $5.2 million in Q4 2024, primarily due to a reduction in nonrecurring transaction costs[5]. - Full year 2025 general and administrative expenses were $6.1 million, down from $8.7 million in 2024, mainly due to lower transaction costs[8]. Cash Position - As of December 31, 2025, cash and cash equivalents totaled $6.5 million, expected to fund operations through the Phase 2b final data readout[10]. Clinical Trials - The Halneuron® Phase 2b trial has enrolled 143 patients, with top-line results expected in Q3 2026[2]. Financing - A financing of up to $26.9 million was completed in January 2026, with gross proceeds of $12.5 million received[5]. Regulatory Designation - Halneuron® has received fast track designation from the FDA for treating chemotherapy-induced neuropathic pain[13].

Financial Performance - Net loss attributable to common stockholders for Q4 2025 was $3.8 million, or $0.26 per share, compared to a net loss of $8.2 million, or $6.29 per share, in Q4 2024[6] - Net loss attributable to common stockholders for the full year 2025 was $35.5 million, or $7.13 per share, compared to a net loss of $12.9 million, or $12.52 per share, in 2024[9] Expenses - Research and development expenses for Q4 2025 were $2.3 million, consistent with Q4 2024[4] - Full year 2025 research and development expenses increased to $21.8 million from $3.5 million in 2024, driven by acquired in-process research and development expenses of $12.0 million[7] - General and administrative expenses for Q4 2025 decreased to $1.5 million from $5.2 million in Q4 2024, primarily due to a reduction in nonrecurring transaction costs[5] - Full year 2025 general and administrative expenses were $6.1 million, down from $8.7 million in 2024, mainly due to lower transaction costs[8] Cash Position - As of December 31, 2025, cash and cash equivalents totaled $6.5 million, expected to fund operations through the Phase 2b final data readout[10] Clinical Trials - The Halneuron® Phase 2b trial has enrolled 143 patients, with top-line results expected in Q3 2026[2] Financing - A financing of up to $26.9 million was completed in January 2026, with gross proceeds of $12.5 million received[5] Regulatory Status - Halneuron® has received fast track designation from the FDA for treating chemotherapy-induced neuropathic pain[13]

Financial Performance - The Group reported a net loss after tax of $4,070,000 for the six months ended 31 December 2025, a 57% improvement compared to the loss of $9,554,000 for the year ended 30 June 2025[32]. - Operating cash flows improved by 55%, from a negative $6,805,000 for the year ended 30 June 2025 to a negative $3,069,000 for the six months ended 31 December 2025[34]. - Revenue for the six months ended December 31, 2025, was $328,000, a decrease from $653,000 for the previous twelve months[181]. - Loss before income tax expense for the six months was $4,070,000, compared to a loss of $9,554,000 for the previous twelve months[181]. - Total comprehensive income for the period attributable to the owners was a loss of $3,863,000, compared to a loss of $9,823,000 for the previous twelve months[181]. - Cash and cash equivalents decreased to $17,863,000 from $25,059,000 at the end of the previous period[182]. - Total assets slightly decreased to $232,543,000 from $233,541,000[182]. - Total liabilities decreased to $2,324,000 from $3,243,000, indicating improved financial stability[182]. - Net cash used in operating activities for the six months was $3,069,000, compared to $6,805,000 for the previous twelve months[184]. - Expenditure on exploration and evaluation was $6,629,000 for the six months, down from $14,510,000 for the previous twelve months[184]. - Issued capital increased to $309,498,000 from $302,651,000, reflecting ongoing capital raising efforts[183]. Project Development - Ioneer closed a $996 million loan from the U.S. Department of Energy's Office of Energy Dominance Financing in January 2025 to support the development of the Rhyolite Ridge project[6]. - The project economics improved significantly, with a 64% increase in unlevered NPV to $2.23 billion and an 18.0% unlevered IRR, following a reduction in leach duration from 3 days to 1.5 days[8]. - The estimated all-in sustaining cash cost to produce battery-grade lithium hydroxide is US$4,628 per tonne, positioning Rhyolite Ridge in the lowest cost quartile for lithium production globally[13]. - The strategic partnering process is ongoing, with active discussions to identify strong equity partners for Rhyolite Ridge, expected to conclude in the first half of 2026[4]. - The U.S. Department of Interior added boron to its Final 2025 List of Critical Minerals, enhancing the strategic importance of Rhyolite Ridge[17]. - The current mine plan consists entirely of Reserve material, with approximately 35% classified as Proved Ore Reserve, allowing for potential mine life extension[15]. - Ioneer is developing a commercial-scale refining plant for lithium clay in partnership with EcoPro Innovation, with a commercially feasible process flow sheet completed[21]. - The independent evaluation of the Rhyolite Ridge cost estimate confirmed the quality of the project’s cost estimate and risk management framework[23]. - Ioneer holds all significant Federal and State authorizations required for the construction of Rhyolite Ridge, with ongoing legal proceedings related to environmental approvals[24]. - The company is focused on developing the Rhyolite Ridge Lithium-Boron Project, which is the only permitted, shovel-ready lithium-boron project in the U.S.[36]. - The company has secured a $996 million loan from the U.S. Department of Energy to support the development of an on-site processing facility at the Project[42]. - The company has completed 70% of the detailed engineering design, positioning it to be construction-ready at the Final Investment Decision (FID)[37]. - The company anticipates concluding its Strategic Partnering process in the first half of 2026, which is crucial for project financing and execution[36]. - The company plans to issue a 2026 Sustainability Report in the first half of 2027[64]. Shareholder and Executive Compensation - Ioneer Limited's directors hold a total of 150,648,853 shares and 24,357,658 performance rights as of December 31, 2025[50]. - James D Calaway, the Executive Chair, holds 63,595,869 shares and 7,206,821 performance rights[50]. - Bernard Rowe, a director, holds 78,806,195 shares and 16,198,505 performance rights[50]. - Timothy Woodall, an independent non-executive director, holds 375,000 shares and 388,083 performance rights[50]. - Ian Bucknell resigned as Chief Financial Officer and Company Secretary effective December 4, 2025[49]. - April Hashimoto will assume the role of Chief Financial Officer effective December 4, 2025[49]. - The company has a strong leadership team with extensive experience in finance, engineering, and resource sectors[49]. - The board includes members with significant backgrounds in M&A, finance, and project management[49]. - The company is committed to expanding its market presence and enhancing its operational capabilities through strategic leadership[49]. - The company issued 400,000,000 new fully paid ordinary shares at an issue price of A$0.18 (~US$0.13) per share, raising gross proceeds of A$72 million (~US$50 million) to accelerate the development of Rhyolite Ridge[71]. - The company has experienced low turnover at the executive KMP and senior management levels, with an annual retention rate well above 90% despite challenges in the lithium sector over the last three years[88]. - No changes were made to board fees, which have remained unchanged since 2020[89]. - At the October 2025 Annual General Meeting, 72.7% of shareholders voted for the FY2025 remuneration report, falling 2.3% short of the 75% threshold for avoiding a first strike[90]. - The company plans to continue engaging with shareholders and proxy advisers for feedback, believing that executive KMP remuneration is conservatively configured to meet market standards while conserving cash[92]. - The Board decided to discontinue the practice of allowing employees, including executive KMPs, to receive a 20% uplift in STI payments by deferring payment and converting cash to equity[94]. - The maximum total remuneration quantum for FY2025 was deemed appropriate, as the company must pay North American rates to attract and retain US-based executives[106]. - The company’s compensation framework aligns with U.S. standards, typically involving less cash and more equity compared to Australian market standards[108]. - The performance objectives for STI and equity vesting are designed to accelerate development during the pre-production phase, aligning with shareholder value[108]. - The company has not made any one-off equity grants in FY2025[94]. - The LTIP plan includes a time-based element, with only 25% of the LTIP subject to service, which is less than the market practice for most executive KMPs[91]. - Executive KMP annual base salaries were not increased during TY2025, with the base salary for James D Calaway at A$250,000 and Bernard Rowe at A$585,000[116]. - The maximum short-term incentive (STI) opportunity for the Managing Director is 160%, with a prorated amount of 80% for TY2025[120]. - The STI scorecard for TY2025 includes a target of 40% for strategic partnering, with a stretch goal of announcing deals to the market[123]. - Performance-based PRs comprise 60% of the annual target grant value, with a maximum of 75% based on performance metrics[116]. - The long-term incentive (LTI) performance period for TY2025 is adjusted to 42 months, covering from July 1, 2025, to December 31, 2028[124]. - The STI scorecard includes a financial target of spending levels at or below budget, with a base requirement of spending within 1% of the approved budget[123]. - The Board reserves the right to grant above 200% of target STI for exceptional contributions or exercise negative discretion based on shareholder experience[121]. - Time-based PRs make up 40% of the annual target grant value, contingent upon the employee remaining employed until the vesting date[116]. - The Company benchmarks executive KMP base salaries against resource industry market surveys, aiming to position at the P25-P50 level of the market[115]. - The maximum STI opportunity for the Senior Vice President Engineering & Operations is 100%, with a prorated amount of 50% for TY2025[120]. - The company reported a net loss after tax of US$4,070,000 for the six months ended December 31, 2025, compared to a loss of US$9,553,000 for the previous six months[138]. - Basic loss per share was US(0.169) for the six months ended December 31, 2025, compared to US(0.405) for the previous period[138]. - The closing share price increased to A$0.19 as of December 31, 2025, up from A$0.10 six months prior[138]. - The company aims to increase the Measured and Indicated LCE Resource by 10% by June 30, 2025, as part of its long-term strategy[132]. - The maximum incentive opportunity for the Managing Director is set at 48% of base salary for TY2025, reflecting a longer service period[136]. - The vesting scale for shareholder return components indicates that achieving the bottom quartile results in 0% vesting, while the first quartile results in 200% vesting[131]. - The company has set performance targets that include advancing project funding and enhancing project economics through plant optimization for TY2025[141]. - The Board has established a minimum share ownership requirement of five times base salary for the Managing Director over a five-year period[137]. - The company’s total shareholder return over five years was reported at (33.93%) as of December 31, 2025[138]. - The performance rights (PRs) issued are subject to vesting conditions and may be adjusted pro-rata in case of capital restructuring[128]. - The company achieved a 6% reduction in spending compared to the approved budget, demonstrating fiscal discipline[143]. - The strategic partnering process remains active but was delayed from the original schedule, resulting in a 0% outcome for the strategic partnering measure[145]. - The unlevered Project NPV improved by 38% and 64% due to enhanced mining and process plant optimization, exceeding expectations[143]. - There were no OSHA recordable workplace injuries during the performance period, achieving excellent safety outcomes[143]. - The company obtained modified State Air/Water permits and made significant progress in transferring operational water rights, with beneficial agreements reached[143]. - Employee retention was maintained with only one key staff departure during the period, achieving a 5% outcome for this measure[145]. - The total STI payout for executives was calculated at 70% of target, reflecting mixed performance across various measures[144]. - The company spent 6% below budget, with close attention to funding constraints taken into account[143]. - The anticipated first transplanting and seeding of Tiehm's Buckwheat is expected in March, although delays were caused by the U.S. Government shutdown[143]. - The company reviewed over 40 sites for outplanting suitability, selecting two 40-acre sites for trials[143]. - Total equity vesting for executives amounted to 182,561,362 shares, with a net change of 3,781,102 shares during the period[158]. - James D. Calaway holds 63,595,869 shares after acquiring 4,600,759 shares, while Bernard Rowe has 78,806,195 shares after acquiring 9,197,048 shares[158]. - Ian Bucknell's balance increased to 8,945,076 shares after acquiring 3,144,310 shares, despite a disposal of 500,000 shares[158]. - The total balance of ordinary shares for non-executive directors reached 5,914,149 shares, reflecting an increase of 887,890 shares[158]. - The company reported that all remaining options have lapsed, indicating no outstanding options as of the reporting date[160]. - The fair value of options granted to executives was set at 0.138, with an exercise price of 0.185[161]. - The total number of performance rights granted, vested, or lapsed during the year 2025 is detailed in the remuneration report[162]. - The company appointed April Hashimoto as Interim Chief Financial Officer effective November 6, 2025[159]. - The net change in performance rights for executives was recorded as 652,646 shares, all of which lapsed[161]. - The total balance of shares for executive directors reached 159,113,089 shares, with a net change of 27,106,663 shares[158]. - The total fair value of granted rights for 2025 STI and LTI is approximately $41.54 million, with $25.65 million lapsed and $12.11 million performance-based rights lapsed[164]. - 100% of the 2022 LTI time-based rights have lapsed for several executives, indicating a complete vesting failure for this period[164]. - The performance-based rights for 2022 LTI show an 18% vesting rate, with significant lapses totaling approximately $688,902 across various executives[164]. - The 2025 STI time-based rights granted to executives include a one-off ROD bonus with a vesting period of one day, contingent on achieving a positive Record of Decision in FY2025[164]. - The total number of rights granted for 2025 LTI performance-based is 5,836,000, with no rights vested yet[164]. - The company has a significant number of lapsed rights, with a total of 25,650,020 lapsed rights reported for the current period[164]. - The 2024 STI time-based rights have a 100% lapse rate for multiple executives, indicating a potential issue with performance targets[164]. - The company has implemented a new strategy for executive compensation, focusing on performance-based incentives to align with long-term goals[167]. - The total fair value of rights granted for 2025 STI is approximately $6.2 million, with 100% of certain rights vested[164]. - The company is facing challenges in retaining executive talent, as indicated by the resignation of key executives without pro-rata incentives being paid[165]. - The Executive Chair's base salary is set at US$250,000 per annum, effective January 4, 2025, in addition to the existing non-executive chair remuneration of US$185,000[170]. - The Managing Director's base salary is A$585,000 per annum, with a target bonus of 80% of base salary and a maximum STI of 200% of target (160% of base salary)[171]. - The Executive Chair is eligible for a target bonus of 60% of base salary, with a maximum STI of 200% of target (120% of base salary)[170]. - Performance-based awards for the Executive Chair may range from 0 to 200% of grant based on achievement of pre-established targets, with a maximum performance-based PRs of 72% of base salary[171]. - Non-executive Directors' remuneration is capped at A$1,000,000 per annum, including superannuation and retirement benefits[174]. - The Senior Vice President of Engineering & Operations is eligible for a target bonus of 50% of base salary, with a maximum STI of 200% of target (100% of base salary)[172]. - The Vice President of Human Resources is eligible for a target bonus of 40% of base salary, with a maximum STI of 200% of target (80% of base salary)[172]. - The equity grant for the Managing Director is set at 120% of base salary, with 60% performance-based and 40% time-based[171]. - The total fees for Non-executive Directors include cash and equity components, with the Chair receiving A$150,000 in cash and A$35,000 in equity[177]. - Hedging of Performance Rights by Non-executive Directors is not permitted[180].

Acquisition and Market Impact - Giftify acquired CardCash for $26,682,000, consisting of 6,108,007 shares valued at $4.00 per share, $750,000 in cash, and $1,500,000 in notes payable[19]. - CardCash's operations are projected to contribute significantly to the gift card market, expected to reach $400 billion by 2026[26]. - CardCash has saved consumers over $100 million since its inception through its gift card exchange platform[24]. - CardCash's branded exchange partnerships with CVS and Amazon generated revenues of $1,800,000 and $1,900,000 respectively in 2023[31]. - The acquisition of Takeout7 Inc. on May 29, 2025, expanded the company's technology offerings for independent restaurants[187]. Financial Performance - For the fiscal year ended December 31, 2025, the company recorded a net loss of $10,491,658 and used cash in operating activities of $1,590,074[75]. - The company realized net income of $830,197 for the year ended December 31, 2025[76]. - For the fiscal year ended December 31, 2025, net sales reported were $83,181,716, a decrease of 6.5% from $88,934,036 in 2024[202]. - Gross billings for the same period were $154,707,400, reflecting a 27.1% increase from $121,689,314 in 2024[202]. - Gross revenue from principal transactions for the year ended December 31, 2025, was $78,264,149, a decrease from $86,758,876 in 2024[213]. - Net revenue from agent transactions increased by $2,742,407, or 126.1%, to $4,917,567 in 2025 compared to $2,175,160 in 2024[213]. - A significant portion of revenue is derived from discounted merchant gift card sales, where gross billings differ from net sales due to retained fees and commissions[214]. Operational Insights - CardCash's gross margin is currently 16.8%, with an anticipated increase of approximately 8% over the next two years due to improved inventory sourcing and retail sales[30]. - The B2C division of Restaurant.com accounted for approximately 15% of gross revenue for the fiscal year ended December 31, 2025[34]. - Restaurant.com's B2B division generated approximately 85% of gross revenue for the fiscal year ended December 31, 2025[36]. - The average order value for bundled offerings ("Specials") from Restaurant.com is nearly five times that of standard certificate purchases[35]. - As of December 31, 2025, the company had a customer base of 5.4 million and featured deals at over 184,000 restaurants and merchants[58]. Challenges and Risks - There is substantial doubt regarding the company's ability to continue as a going concern for at least 12 months beyond the filing of the Annual Report[75]. - The company faces competition from larger, established companies with greater resources and customer bases, which may impact its market position[59]. - The company is subject to various foreign and domestic laws and regulations that could adversely affect its business operations[60]. - The implementation of the CARD Act and similar state laws may classify the company’s discount certificates as gift cards, potentially increasing liabilities related to unredeemed certificates and adversely affecting net income[80]. - The company’s total customer count may be inflated due to multiple registrations and inactive accounts, making it difficult to accurately assess the number of active customers[89]. - The business is subject to seasonal sales fluctuations, which could lead to volatility in working capital cash flow and affect the market price of its common stock[90]. - The company faces risks associated with internet regulations and compliance, which could impede growth and affect revenue if not adhered to[82]. - Fraudulent transactions and counterfeit certificates pose significant risks, potentially leading to substantial losses and affecting the company’s ability to accept credit card payments[95]. - The evolving landscape of privacy laws and regulations could lead to liabilities and affect customer trust if compliance is not maintained[83]. - The company is subject to payments-related risks, including potential increases in interchange fees that could reduce profitability[96]. - Current economic uncertainty, particularly due to geopolitical conflicts, may adversely affect revenue and business operations[100]. - Global inflation has increased operating costs, particularly in employee wages, which could negatively impact financial results[102]. - Future capital raising may be limited, potentially hindering growth and response to competitive pressures[103]. - The company faces risks from changes in search engine algorithms that could negatively impact website traffic and operating results[120]. Employee and Corporate Structure - The company employs 40 full-time employees as of December 31, 2025, and considers its employee relations to be good[73]. - The company is classified as a "smaller reporting company" with a public float of less than $250 million, allowing for simplified disclosures in SEC filings[74]. - The company has 825 holders of record of its common stock as of December 31, 2025[176]. - Approximately 20% of the outstanding shares of common stock are beneficially owned by insiders, which may adversely affect the price of the common stock and limit stockholder influence[153]. Marketing and Customer Engagement - CardCash intends to increase its marketing efforts to accelerate gift card sales and enhance customer engagement[30]. - The company plans to significantly increase its marketing and branding expenditures, which may adversely affect its financial results[117]. - Attracting and retaining customers on cost-effective terms is critical for future revenue growth[109]. - The reliance on email marketing is critical, and any restrictions on email delivery could materially harm the business[118]. Cybersecurity and Technology - The company has implemented a cybersecurity risk management program to identify, assess, and mitigate risks from cybersecurity threats, integrating it into overall risk management processes[160]. - The company has not experienced material adverse effects from cybersecurity threats to date, but has faced threats and breaches of data and systems[163]. - CardCash's technology, FraudFix, ensures transaction security and integrity, contributing to its competitive advantage in the market[24]. - The company's advanced fraud-prevention technology, FraudFix, has contributed to saving consumers over $100 million since inception[193]. Real Estate and Facilities - The principal executive offices are located in Schaumburg, IL, covering approximately 7,850 square feet, with a lease executed in April 2023 for a 36-month term at an average base rent of approximately $7,500 per month[167]. - CardCash signed a lease in April 2024 for its office in Woodbridge, NJ, with a term of 61 months through April 2029, and an average base rent of approximately $28,000 per month[168]. Stock and Market Activity - The company's common stock is now trading on the Nasdaq Marketplace, but there is limited trading activity and no assurance that an active market will develop in the future[146]. - The trading price of the common stock may fluctuate significantly due to various factors, including operating results and market conditions[155]. - The company is classified as a "smaller reporting company," which may make it more challenging for investors to analyze its results of operations and financial prospects[155].

Acquisition and Growth Strategy - Giftify acquired CardCash for $26,682,000, consisting of 6,108,007 shares of common stock valued at $4.00 per share, $750,000 in cash, and $1,500,000 in notes payable[19]. - CardCash's operations are projected to contribute significantly to the gift card market, expected to reach $400 billion by 2026, with a focus on expanding its four business channels[26]. - CardCash's growth strategy includes increasing marketing efforts to retailers and consumers to accelerate gift card sales[30]. - The introduction of the CardCash uChoose platform enhances the company's offerings by allowing businesses to provide gift cards from a wide selection of brands[28]. - The acquisition of Takeout7 Inc. on May 29, 2025, expanded the company's technology offerings for independent restaurants[187]. Financial Performance - For the fiscal year ended December 31, 2025, net sales reported were $83,181,716, a decrease of 6.5% from $88,934,036 in 2024[202]. - Gross billings for the same period were $154,707,400, reflecting a 27.1% increase from $121,689,314 in 2024[202]. - The company realized net income of $830,197 for the year ended December 31, 2025[76]. - The company reported significant operating losses and negative cash flows in 2025 and 2024, raising concerns about its ability to continue as a going concern[206][205]. - CardCash has incurred net losses since its inception, with net losses of $2,052,198 and $124,546 for the years ended December 31, 2024 and 2023, respectively[76]. Customer Base and Market Position - Restaurant.com's B2C division accounted for approximately 15% of gross revenue for the fiscal year ended December 31, 2025, with a customer database of 6.2 million[34]. - The B2B division of Restaurant.com represented about 85% of gross revenue for the same fiscal year, selling certificates and Discount Dining Passes to corporations[36]. - As of December 31, 2025, the company had a customer base of 5.4 million and featured deals at over 184,000 restaurants and merchants[58]. - The company has a customer database of 6.2 million, which is considered valuable for future revenue opportunities[198]. Operational Challenges and Risks - There is substantial doubt regarding the company's ability to continue as a going concern for at least 12 months beyond the filing of the Annual Report[75]. - The company faces competition from larger, established companies with greater resources and customer bases, which may impact its market position[59]. - The company is subject to evolving regulations that could adversely affect its business operations, including data protection and online service provider liability laws[60]. - The company must continuously improve fraud detection measures to mitigate losses from counterfeit certificates and unauthorized transactions, as failure to do so could harm business operations[95]. - The company is vulnerable to natural disasters and terrorism, which could disrupt operations and negatively affect financial results[93]. Marketing and Customer Acquisition - Restaurant.com utilizes various marketing channels, including search engines, email, and social media, to promote its offerings and acquire new customers[38]. - The company plans to significantly increase its marketing and branding expenditures, which may adversely affect its financial results[117]. - A decline in customer traffic from email and search engine optimization has been noted, leading to a higher reliance on paid marketing channels[138]. - The company faces potential challenges in delivering emails effectively due to changes in email provider policies, which could restrict customer contact[118]. Compliance and Regulatory Issues - The implementation of the CARD Act and similar state laws may classify the company’s discount certificates as gift cards, potentially increasing liabilities related to unredeemed certificates and adversely affecting net income[80]. - The company may face increased compliance costs if it becomes subject to anti-money laundering laws or regulations, which could reduce net income[98]. - The company is subject to scaled disclosure requirements as a smaller reporting company, which may make it more challenging for investors to analyze its financial prospects[155]. Cybersecurity and Technology - Cybersecurity risks pose a threat to the company, with potential breaches leading to significant legal and financial exposure[113]. - The company has implemented a cybersecurity risk management program to identify, assess, and mitigate risks from cybersecurity threats, integrating it into overall risk management processes[160]. - The company utilizes advanced fraud-prevention technology, FraudFix, to ensure transaction security, contributing to consumer savings of over $100 million since inception[193]. Capital and Funding - The company may need to raise additional capital to meet long-term business requirements, which could dilute current stockholders' ownership interests[130]. - Future capital raising efforts may be limited, and failure to secure necessary funding could hinder growth and response to competitive pressures[103]. Stock and Trading Information - The company's common stock is now trading on the Nasdaq Marketplace, but there is limited trading activity, and no assurance that an active market will develop in the future[146]. - Approximately 20% of the outstanding shares of common stock are beneficially owned by insiders, which may adversely affect the price of the common stock and limit stockholder influence[153].