Financial Performance - Total net sales for the fiscal year ended January 31, 2026, reached $6,053,414, an increase from $5,933,450 in the previous year, representing a growth of approximately 2.0%[33] - Merchandise sales for the fiscal year 2026 totaled $6,017,833, compared to $5,896,727 in 2025, indicating a year-over-year increase of about 2.0%[33] - Net sales for 2025 were driven by key categories: outdoors (31%), sports & recreation (22%), apparel (27%), and footwear (20%)[208] - Net sales are derived from in-store and e-commerce merchandise sales, net of sales tax and merchandise returns[218] - Net sales fluctuations are driven by new store openings, comparable sales changes, inventory management, and consumer spending patterns[219] E-commerce and Online Sales - E-commerce sales accounted for 11.7% of merchandise sales in 2025, up from 10.5% in 2024, reflecting a growing trend in online shopping[34] - The company’s e-commerce platform is integrated with physical stores to enhance customer relationships and operational efficiencies[210] - E-commerce activities are increasingly important, but they expose the company to various risks that could adversely impact overall results[92] - E-commerce activities face challenges including customer identification, shipping cost management, and competition with online retailers, which could adversely affect operational results[95] - E-commerce sales fluctuations directly impact comparable sales results, influenced by consumer preferences and economic trends[215] Store Operations and Expansion - The company operates 322 stores across 21 states as of January 31, 2026, with a significant presence in Texas, which has 117 stores[39] - The company added 24 new stores in fiscal year 2025, increasing from 298 stores at the beginning of the year to 322 by January 31, 2026[211] - The company has a significant opportunity for expansion, with a focus on both new and existing markets, supported by a real estate strategy that has proven profitable[40] - Expansion across the United States subjects the company to regulatory requirements of all 50 states, which could complicate operations[94] - Expansion plans may face challenges such as site availability, rising real estate costs, and competition, which could hinder growth[108] Customer Engagement and Loyalty - The average customer visits the stores 2 to 3 times per year, indicating strong customer engagement and loyalty[27] - Approximately 78% of merchandise sales in 2025 were from national brand products, while private label brands contributed to 22% of total merchandise sales[26][31] - The private label brand strategy includes 19 brands, with 53% of customers purchasing private label products in 2025, enhancing brand loyalty[31] Workforce and Talent Management - As of January 31, 2026, the company employed approximately 23,000 team members, with 45% full-time and 55% part-time[49] - The company focuses on talent management, offering various training programs for personal growth and career advancement[50] - The company provides comprehensive benefits, including medical, dental, and vision insurance, as well as a 401(k) retirement savings plan with company match[51] - The company faces challenges in hiring and retaining quality team members, particularly in a competitive labor market, which could increase training and retention costs[113] Risk Management and Compliance - The company is subject to numerous federal, state, and local regulations that could materially affect operations and financial results[62] - Legal and regulatory risks are significant, with numerous federal, state, and local agencies overseeing compliance, which could materially impact operations and financial results[136] - The evolving regulatory environment regarding data privacy and cybersecurity may require significant resources to maintain compliance, posing additional risks[101] - The company has implemented internal policies to ensure compliance with laws and regulations, but failures could result in severe consequences, including loss of licenses[140] Supply Chain and Inventory Management - A significant portion of merchandise is manufactured in foreign countries, exposing the company to international risks such as tariffs and supply chain disruptions, which could materially affect business operations[73] - Maintaining appropriate inventory levels is critical; shortages or excess inventory could negatively impact profitability and sales[85] - The company depends on approximately 1,500 suppliers, with significant reliance on a few key vendors, which poses risks related to supply chain disruptions and purchasing incentives[126] Financial Risks and Indebtedness - The company may incur additional indebtedness, including off-balance sheet financings, which could further increase financial risks[155] - The company is exposed to interest rate risk due to variable rate indebtedness, which could increase debt service obligations significantly[163] - High levels of indebtedness could hinder the company's ability to negotiate favorable rental rates and trade terms, negatively impacting profitability[165][166] Cybersecurity and Data Protection - The company has implemented a cybersecurity program to manage risks from evolving threats, focusing on protecting information systems and data[181] - The Audit Committee oversees the company's enterprise risk management program, including cybersecurity risks, with regular updates from management[182] - The company emphasizes the importance of protecting the integrity and confidentiality of its information systems, as breaches could lead to lost sales and reputational harm[96] - Cybersecurity incidents pose risks to data integrity, potentially resulting in unauthorized access to sensitive information and operational disruptions[99] Market and Economic Conditions - A decline in U.S. consumer discretionary spending could negatively impact the company's business and results of operations[68] - The company monitors macroeconomic trends, including inflation and tariffs, which may impact consumer spending and sales growth[212] - Changes in consumer preferences and spending patterns may lead to long-lasting impacts on sales and operations[91] Competition and Market Position - The company faces intense competition in the sporting goods retail market, which is highly fragmented and evolving, impacting growth and profitability[102] - The company relies heavily on effective marketing and advertising programs to drive sales, with potential risks if these efforts fail to attract and retain customers[112] Seasonal and Environmental Risks - The company has experienced seasonal fluctuations in net sales, particularly during summer holidays and the November/December holiday season, which significantly impact financial performance[132] - Severe weather events and public health crises could disrupt operations, affecting sales and supply chain logistics, especially during peak shopping seasons[119] - The company operates primarily in the southern United States, making it vulnerable to regional economic downturns and natural disasters[120]

Currency and Economic Risks - The company faces currency exchange risks, particularly with the New Israeli Shekel (NIS), Euro, and Great Britain Pounds (GBP), which could significantly impact costs and revenues due to fluctuations[57]. - In 2025, the NIS appreciated by 12.5% against the U.S. dollar, leading to increased labor-related and operating expenses denominated in U.S. dollars[57]. - Inflationary pressures have caused employee wages and certain consumer price index (CPI) linked expenses to rise significantly, impacting overall costs[58]. - Increased tariffs and trade tensions may adversely affect economic conditions and financial markets, potentially leading to fluctuations in interest rates and increased operational costs[73]. - Changes in Israel's economy, including inflation and political unrest, could have a material adverse effect on the company's operations and financial condition[100]. Financial Performance and Forecasting - Revenue and profit margins may fluctuate significantly due to changes in pricing, sales volume, or project mix, complicating financial forecasting[62]. - The backlog of projects is subject to unexpected adjustments, delays, and cancellations, which could adversely affect future revenue and cash flow[63]. - The company is exposed to risks of cost overruns in fixed-price contracts, which could adversely affect financial performance if unexpected costs arise[60]. - Pre-contract costs may not be recoverable if anticipated contracts are not awarded, posing a risk to financial stability[61]. - The company is subject to debt obligations with restrictions and covenants that may limit operational flexibility and financial planning[64]. Regulatory and Compliance Risks - Changes in tax laws, including the introduction of a minimum effective tax liability of 15% under the OECD's BEPS project, could adversely affect the company's financial position[70]. - Compliance with government procurement and anti-bribery regulations increases performance and compliance costs, with potential impacts on business opportunities[76]. - The company is subject to evolving data protection laws, with non-compliance potentially leading to enforcement actions and negative publicity[87]. - Regulatory approvals for mergers and acquisitions are stringent, particularly in the defense sector, which may hinder future business opportunities[79]. - The Israeli Defense Entities Law may impose restrictions on acquisitions and require government approval for significant transactions, potentially affecting future mergers and acquisitions[102]. Operational Challenges - The company relies on governmental security clearances for international sales and procurement, with potential delays affecting supply chain operations[78]. - Environmental, health, and safety regulations may necessitate additional resources for compliance, impacting operational costs and processes[81]. - The company faces risks related to insurance coverage, as certain exclusions may leave it vulnerable to substantial liabilities from product failures or accidents[75]. Market and Shareholder Considerations - Share price volatility may be influenced by various factors, including operating results, market perceptions, and geopolitical conditions, which could affect the company's financial stability[88]. - The company does not expect to be treated as a Passive Foreign Investment Company (PFIC) for the current taxable year or in the foreseeable future, which could have adverse tax consequences for U.S. shareholders[72]. - The company is a foreign private issuer, exempt from certain SEC requirements, which may result in shareholders receiving less information compared to U.S. public companies[106]. - Shareholder rights and responsibilities are governed by Israeli law, differing materially from those of U.S. corporations, including duties of good faith and fairness[107]. - Enforcing a U.S. court judgment against the company or its officers may be difficult due to the company's incorporation in Israel and the location of its assets[108]. Impact of Geopolitical Factors - Since October 7, 2023, the company has experienced a material increase in orders from the Israeli Ministry of Defense (IMOD) due to ongoing conflicts[93]. - As of March 5, 2026, approximately 8% of the company's workforce in Israel had been called up for military reserve duty, impacting operations[96]. - The company has incurred additional costs related to employees on reserve duty, which are not fully indemnified by the government, potentially affecting financial performance[96]. - The Israeli government may reduce defense spending or change priorities, which could adversely affect the company's earnings in the coming years[98]. - Political instability in Israel has led to delays in adopting budgets, negatively impacting the IMOD's ability to enter into new programs and make timely payments[99]. - In October 2024, S&P Global downgraded Israel's long-term credit rating from A+ to A, reflecting heightened security risks, which could disrupt the business environment[100]. - The company faces risks from international trade restrictions and boycotts against Israeli firms, which have increased since October 7, 2023[97]. Opportunities and Incentives - Israel was removed from the EU's grey list in February 2024, indicating improved compliance with international tax standards, which may positively influence business operations[71]. - The company participates in programs that provide tax benefits and funding for technology development, but these benefits may be reduced or eliminated in the future[101].

Clinical Trials and Research - The company plans to initiate a Phase 2 trial for oral epetraborole in polycythemia vera (PV) in Q3 2026, with data readouts expected starting in Q4 2026 and continuing through 2027[1][4] - Enrollment for a Phase 2 study of epetraborole in M. abscessus complex lung disease is expected to begin in Q1 2026, with topline results anticipated in late 2027[1][5] - The Phase 1 trial of oral AN2-502998 for Chagas disease is nearing completion, with initial clinical data expected in Q1 2026 and a Phase 2 study planned for 2026 pending results[1][7][8] - The company is advancing two boron-based oncology compounds into development in 2026, targeting PI3Kα and ENPP1[1][10] - A collaboration with GSK to develop new therapies for tuberculosis (TB) has been established, supported by continued funding from the Gates Foundation[1][11] Financial Performance - Research and development (R&D) expenses for the full year 2025 were $24.8 million, a decrease from $40.5 million in 2024, while Q4 2025 R&D expenses were $6.9 million compared to $5.4 million in Q4 2024[1][15] - General and administrative (G&A) expenses for the full year 2025 were $13.3 million, down from $14.1 million in 2024, with Q4 2025 G&A expenses at $2.4 million compared to $3.2 million in Q4 2024[1][15] - The net loss for the full year 2025 was $35.2 million, an improvement from $51.3 million in 2024, while the net loss for Q4 2025 was $8.7 million compared to $7.5 million in Q4 2024[1][15][19] Cash and Investments - The company had cash, cash equivalents, and investments of $60.0 million as of December 31, 2025, and a private placement in March 2026 is expected to provide approximately $40 million, extending the runway into 2029[1][15] - Cash and cash equivalents fell from $21,351 million in 2024 to $19,941 million in 2025, a decrease of about 6.6%[21] - Short-term investments dropped significantly from $62,267 million in 2024 to $38,060 million in 2025, representing a decline of approximately 38.9%[21] - Long-term investments fell from $5,021 million in 2024 to $2,013 million in 2025, a decrease of about 59.9%[21] Assets and Liabilities - Total assets decreased from $92,087 million in 2024 to $61,950 million in 2025, a decline of approximately 32.8%[21] - Total current liabilities decreased from $10,238 million in 2024 to $8,720 million in 2025, a reduction of about 14.8%[21] - Stockholders' equity declined from $81,849 million in 2024 to $53,060 million in 2025, a decrease of approximately 35.2%[21] - Total liabilities reduced from $10,238 million in 2024 to $8,890 million in 2025, a decline of about 13.2%[21] - Other current liabilities decreased from $6,921 million in 2024 to $5,699 million in 2025, a reduction of approximately 17.6%[21] - Prepaid expenses and other current assets decreased from $2,644 million in 2024 to $1,936 million in 2025, a decline of approximately 26.8%[21] - Other assets, long-term, were recorded as zero in 2025 compared to $804 million in 2024, indicating a complete write-off[21]

Financial Performance - 2025 revenue reached $31.8 million, representing a 34% year-over-year increase[1] - Total transaction volumes for 2025 were $960 million, a 46% year-over-year increase[1] - Q4 2025 revenue was $9.1 million, an 8% year-over-year increase[4] - The total operating loss for 2025 was $27.7 million, with a net loss of $69.6 million[4][17] - Net loss for the year ended December 31, 2025, was $69,590,462, compared to a net loss of $65,088,786 in 2024[19] - Adjusted EBITDA for 2025 was a loss of $17,213,338, compared to a loss of $6,311,144 in 2024[22] - Cash flows from operating activities resulted in a net cash used of $16,119,695 for 2025, significantly higher than $3,314,951 in 2024[19] - Cash and cash equivalents at the end of the period were $7,652,203, down from $18,330,359 at the beginning of the period[19] - Share-based compensation expense for 2025 was $9,969,112, with no such expense reported in 2024[22] - The company reported a loss on extinguishment of debt amounting to $9,612,199 in 2025, with no such loss reported in 2024[22] Customer Growth and Engagement - Total verified accounts increased to approximately 84,000, with 13,000 new accounts added during the year[4] - The company aims to scale customer acquisition and engagement in 2026 following the launch of new products[5] Product Launches and Innovations - The company launched the Fold Bitcoin Rewards Credit Card, offering up to 4% back on purchases and up to 10% through its rewards network[6] - Fold for Business was introduced, allowing companies to integrate Bitcoin into payroll and bonuses, with initial partnerships already established[6] Asset Management - Bitcoin investment treasury holdings decreased to 827 BTC as of March 17, 2026, down from 1,527 BTC at the end of 2025[8] - Total purchases of digital assets in 2025 amounted to $8,015,269, compared to $1,880,563 in 2024[19] - Proceeds from issuance of convertible notes and warrants were $0 in 2025, down from $18,925,000 in 2024[19] - The change in fair value of SAFEs resulted in a gain of $7,197,168 in 2025, compared to a significant gain of $88,372,854 in 2024[22] Capital Structure - The company retired its convertible notes, simplifying its capital structure and focusing on operational growth[5] - Weighted-average shares used to compute basic and diluted net loss per share increased to 42,218,965 in 2025 from 5,836,882 in 2024[22]

Financial Performance - 2025 revenue reached $31.8 million, representing a 34% year-over-year increase[1] - Total transaction volumes for 2025 were $960 million, a 46% year-over-year increase[1] - Q4 2025 revenue was $9.1 million, an 8% year-over-year increase[4] - The company reported an operating loss of $27.7 million for the full year 2025[4] - Net loss for the year ended December 31, 2025, was $69,590,462, compared to a net loss of $65,088,786 in 2024[19] - Adjusted EBITDA for 2025 was a loss of $17,213,338, compared to a loss of $6,311,144 in 2024[22] - Cash flows from operating activities resulted in a net cash used of $16,119,695 in 2025, compared to $3,314,951 in 2024[19] - Cash and cash equivalents at the end of the period were $7,652,203 in 2025, down from $18,330,359 in 2024[19] - The company incurred $9,612,199 in losses on extinguishment of debt during 2025[22] - Share-based compensation expense for 2025 was $9,969,112, with no such expense reported in 2024[22] - The company recorded a gain of $9,238,234 on digital assets in the investment treasury for 2025, compared to a loss of $29,247,576 in 2024[22] - Proceeds from the issuance of convertible notes and warrants were $0 in 2025, compared to $18,925,000 in 2024[19] - The company reported a change in fair value of SAFEs amounting to $7,197,168 in 2025, down from $88,372,854 in 2024[22] - Weighted-average shares used to compute basic and diluted net loss per share increased to 42,218,965 in 2025 from 5,836,882 in 2024[22] Customer Growth and Engagement - The total number of verified accounts increased to approximately 84,000, with 13,000 new accounts added during the year[4] - The company is focused on scaling customer acquisition and engagement in 2026 following the launch of new products[5] Product Launches and Innovations - Fold launched the Fold Bitcoin Rewards Credit Card, offering up to 4% back on purchases and up to 10% through its rewards network[5] - The newly launched Fold for Business service allows companies to integrate Bitcoin into payroll and bonuses, with initial partnerships already established[6] Capital Structure and Debt Management - The company eliminated its two outstanding convertible debt instruments, simplifying its capital structure[5] - Fold's Bitcoin Investment Treasury holdings decreased to 827 BTC as of March 17, 2026, from 1,527 BTC at the end of 2025[8]

Fold Holdings, Inc. (NASDAQ: FLD) Announces Fourth Quarter and Full Year 2025 Results 2025 Revenue: $31.8 million, 34% YoY increase 2025 Transaction Volumes of $960 million, 46% YoY increase Launch of Fold Bitcoin Credit Card and Enterprise Services Retired convertible notes, Streamlined capital for growth PHOENIX – March 17, 2026 Q4 2025 Financial Highlights Q4 2025 Key Operating Metrics Fold Holdings, Inc. (NASDAQ: FLD) ("Fold", "we", or "our"), the first publicly traded bitcoin financial services company ...

● Total Transaction Volume: $960 million; 46% YoY increase ● Total Verified Accounts: ~84,000, +13,000 new in the year ● Revenue: $9.1 million; 8% YoY increase ● Operating Loss: ($6.0) million ● Adjusted EBITDA 2 (Loss): ($4.1) million Fold Holdings, Inc. (NASDAQ: FLD) Announces Fourth Quarter and Full Year 2025 Results 2025 Revenue: $31.8 million, 34% YoY increase 2025 Transaction Volumes of $960 million, 46% YoY increase Launch of Fold Bitcoin Credit Card and Enterprise Services Retired convertible notes, ...

Financial Condition - As of December 31, 2025, the company had an accumulated deficit of approximately $132.3 million, up from $109.6 million in 2024, indicating ongoing financial losses [184]. - The company reported cash and cash equivalents of $4.7 million as of December 31, 2025, and expects that combined with $15.9 million from a recent private placement, it will fund operations into the fourth quarter of 2026 [185]. - The company anticipates needing substantial additional funding to continue operations, which may be obtained through public or private equity, debt financings, or strategic collaborations [186]. - Global macroeconomic conditions, including inflation and geopolitical instability, may adversely impact the company's financial results and operations [222]. - The company relies on government and non-profit funding, which is uncertain and subject to changes in national health priorities [223]. Product Development and Regulatory Challenges - The company has no products approved for commercial sale and has not generated material revenue from product sales, which complicates the evaluation of its business prospects [188]. - The company is exploring investigational product candidates for diseases but has not yet proven their safety and efficacy in clinical trials, which poses a risk to their market potential [193]. - The FDA has not approved any allogeneic cell-based therapies for Aging-related Frailty or other conditions the company is studying, which could delay regulatory approval [197]. - The company faces potential delays in regulatory approvals for its investigational product candidates due to changes in regulatory laws or policies, which could increase costs or lead to denial of approval [282]. - Clinical trials may be delayed or terminated for various reasons, including increased development costs and inability to conduct trials properly, which could adversely affect marketing approval by the FDA [283]. - Even with successful clinical trials, regulatory approval may be limited or subject to additional post-marketing requirements, impacting commercial prospects [284]. - The company’s investigational programs in Alzheimer's disease are at an early stage, with no demonstrated meaningful clinical outcomes or regulatory approval yet [290]. - The FDA's approval process for biologics, including the company's product candidates, is complex and may take several years, with no guarantee of approval [293]. Manufacturing and Supply Chain Risks - The company faces limitations in the supply of bone marrow donors, which may impact the ability to produce investigational product candidates at a scale sufficient for clinical trials and future commercial demand [206]. - Manufacturing MSC therapies involves multiple steps that carry risks of contamination, which could affect the safety and efficacy of the products [208]. - The use of donated bone marrow poses risks of disease transmission, which could lead to litigation and negatively impact the company's reputation and demand for its products [209]. - The company must demonstrate consistent manufacturing characteristics to the FDA, which may require significant capital investments for facility expansion or outsourcing manufacturing [330]. - Regulatory inspections of manufacturing facilities could lead to findings that delay or prevent product approval, impacting the company's development programs [334]. - The company relies on third parties for services and raw materials necessary for manufacturing investigational product candidates, which may affect delivery and manufacturing capabilities if these parties fail [328]. Intellectual Property and Competition - The company faces risks regarding the commercial protection of its patents, as existing patents may not prevent competitors from developing similar products [231]. - The lengthy development and regulatory review process may lead to patent expirations before commercialization, reducing the expected advantages of patent protection [235]. - The company is subject to potential litigation regarding intellectual property rights, which could divert resources and incur significant costs [241]. - Competitors may seek to introduce biosimilar products under the Biologics Price Competition and Innovation Act, potentially impacting the company's market position [251]. - The company’s ability to maintain its competitive advantage is uncertain due to limitations in intellectual property rights and potential legal challenges [253]. - The Leahy-Smith America Invents Act introduced a "first inventor to file" system, increasing the risk of third parties obtaining patents for inventions made independently by the company [256]. Market and Reimbursement Challenges - The successful commercialization of investigational product candidates will depend on obtaining reimbursement from government and third-party payors, which may be challenging due to high costs and complexity [353]. - Pricing negotiations in countries like Japan can take six to twelve months, impacting the timeline for obtaining reimbursement or pricing approval [354]. - The company is concerned about potential future regulations that may restrict pricing or reimbursement of its products, which could adversely affect revenues [356]. - Increased scrutiny and legislative interest in drug pricing practices may limit reimbursement for newly approved products, impacting the company's financial performance [309]. Operational and Compliance Risks - The company faces challenges in recruiting and retaining qualified management and scientific personnel, which is critical for the development of its technologies [202]. - Misconduct by employees or collaborators could lead to regulatory sanctions and reputational harm, impacting the company's operations and financial results [360]. - Compliance with healthcare laws and regulations incurs substantial costs, and violations could result in significant penalties and operational restrictions [362]. - The company may face challenges in obtaining regulatory approval for products in different jurisdictions, which could delay market introduction and reduce market potential [372].

Dividends and Earnings Retention - The company does not anticipate paying any cash dividends in the foreseeable future, expecting to retain future earnings to fund business growth [577]. Ownership and Control - As of December 31, 2025, executive officers, directors, and principal stockholder, Samsara LP, beneficially owned approximately 68.0% of the outstanding shares of common stock, allowing them to significantly influence shareholder decisions [591]. - Samsara LP controls approximately 56.5% of the voting power of the company's capital stock as of December 31, 2025, classifying the company as a "controlled company" under Nasdaq rules [593]. Capital Needs and Dilution - The company expects significant additional capital may be needed for planned operations, including clinical trials and expanded research and development activities [584]. - Future sales and issuances of common stock could result in additional dilution of existing stockholders' ownership and potentially cause stock prices to fall [584]. - The number of shares reserved for issuance under the 2020 Plan will increase by 5% of the total shares outstanding each January 1, which may lead to further dilution for stockholders [586]. Regulatory and Reporting Requirements - The company is subject to more stringent reporting requirements due to the SEC regulations applicable to reporting shell company business combinations following the Merger [581]. - The company is not eligible to use a Form S-3 until 12 full calendar months after the Current Report on Form 8-K following the closing of the Merger [583]. Market and Trading Challenges - The company may face challenges in developing an active trading market for its common stock, which could impair its ability to raise capital [579]. Litigation Costs - The Delaware Forum Provision and the Federal Forum Provision in the amended bylaws may impose additional litigation costs on stockholders [576]. Financial Strategy and Risks - The company has broad discretion over the use of its cash and cash equivalents, which may not yield a return on investment and could compromise growth strategy [596]. - Changes in tax laws, including the one percent excise tax on stock repurchases introduced by the IRA, could adversely affect the company's financial condition [597]. Registration Rights and Stock Price Impact - The company has entered into a registration rights agreement with investors from the 2025 Private Placement, which may lead to a decline in stock price due to potential resale of shares [590].

Product Development and Regulatory Status - The company is focused on developing cellular therapies for cancer using its proprietary Cell-in-a-Box® technology, with the current product candidate referred to as CypCaps™[142]. - The company has curtailed spending on development programs, including preclinical and clinical activities, pending a review by the Strategic Scientific Committee and the Board[143]. - The FDA placed the company's Investigational New Drug Application (IND) for LAPC on clinical hold, requiring additional studies and data to be submitted[147]. - The company has successfully completed various stability studies for its product candidate, including a 24-month stability study at -80°C[149]. - Eight out of ten biocompatibility studies requested by the FDA have been completed successfully[150]. - The company is in ongoing dialogue with the FDA to address the clinical hold and hopes to meet manufacturing standard requirements for the LAPC treatment[150]. - The company aims to lift the clinical hold on its IND to commence the planned clinical trial in LAPC[151]. - The company is exploring alternative approaches to expand its prodrug/activator technology for cancer treatment[146]. - The company has determined not to pursue research and development in diabetes treatment[142]. - The Strategic Scientific Committee is reviewing risks associated with the company's development programs and its relationship with SG Austria, which may lead to a new framework for collaboration[143]. Financial Performance - No revenues reported for the three and nine months ended January 31, 2026, and 2025[159]. - R&D expenses decreased by $25,083 to $93,113 for the three months ended January 31, 2026, but increased by $17,673 to $329,355 for the nine months ended January 31, 2026[160][161]. - General and administrative expenses increased by 141% to $2,024,989 for the three months ended January 31, 2026, primarily due to stock-based compensation and increased legal fees[162]. - Other income (expenses), net, for the three months ended January 31, 2026, was $2,864,962 compared to $(2,085,076) for the same period in 2025[164]. - Net cash used in operating activities was $(3,760,352) for the nine months ended January 31, 2026, compared to $(1,937,925) for the same period in 2025[167][168]. - Cash provided by investing activities for the nine months ended January 31, 2026, included $5,000,000 from the collection of a note receivable[169]. - Cash provided by financing activities totaled $6,751,395 for the nine months ended January 31, 2026, primarily from a private placement of Series C convertible preferred stock[171]. Compliance and Stock Performance - The company received a notice from Nasdaq regarding non-compliance with the minimum bid price requirement, with a compliance deadline of June 1, 2026[154][156]. - The company intends to actively monitor its stock price and may consider a reverse stock split to regain compliance with Nasdaq listing requirements[158]. Capital and Funding Needs - As of January 31, 2026, the company had approximately $20.2 million in cash and cash equivalents, an increase from $15.2 million at April 30, 2025[173]. - The company expects its current cash and cash equivalents of approximately $19 million will be sufficient to support projected operating requirements for at least the next twelve months[173]. - In August 2025, the company raised $7 million through a private placement of 7,000 shares of Series C convertible preferred stock and warrants to purchase up to 7 million shares of Common Stock[174]. - In September 2025, the company agreed to purchase QCLS Series H convertible preferred stock for an aggregate price of $3 million, initially convertible into 600,000 shares of QCLS Common Stock[175]. - The company anticipates needing additional capital to complete a clinical trial for pancreatic cancer, with potential equity financing likely to be dilutive to current stockholders[176]. - The company has entered into service agreements estimated at approximately $591,000 related to clearing a clinical hold on its IND submission involving LAPC[178]. - The related party portion of the service agreements is estimated to be approximately $157,000, with spending on this program curtailed until a review is complete[178]. Industry and Accounting - The company operates in an industry subject to rapid technological change and significant risks, including regulatory approval and capital raising challenges[177]. - There have been no material changes to the company's critical accounting estimates since the last Annual Report[179]. - The company's filings, including Annual Reports and Quarterly Reports, are available on its website and the SEC's website[180].