UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41600 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 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 For the transition period from ______ to ______ Nevada 84-4786155 (State or other juri ...

FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-39791 INSPIRATO INCORPORATED (Exact Name of Registrant as Specified in its Charter) Dela ...

[PART I—FINANCIAL INFORMATION](index=6&type=section&id=Part%20I%20Financial%20Information) This section presents Alumis Inc.'s unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Alumis Inc.'s unaudited condensed consolidated financial statements and notes detail financial position and performance [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Alumis Inc.'s financial position is presented, detailing assets, liabilities, and stockholders' equity at specific dates | (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $ 151,753 | $ 169,526 | | Marketable securities | 334,568 | 118,737 | | Total current assets | 517,558 | 306,188 | | Total assets | $ 610,925 | $ 340,992 | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | 85,575 | 50,910 | | Total liabilities | 125,598 | 80,888 | | Total stockholders' equity | 485,327 | 260,104 | | Total liabilities and stockholders' equity | $ 610,925 | $ 340,992 | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Alumis Inc.'s revenues, expenses, and net income or loss are outlined over specific reporting periods | (in thousands, except share and per share amounts) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | **Revenue:** | | | | | | License revenue | $ — | $ — | $ 17,389 | $ — | | Collaboration revenue | 2,666 | — | 2,666 | — | | Total revenue | 2,666 | — | 20,055 | — | | **Operating expenses:** | | | | | | Research and development expenses | 108,755 | 48,565 | 205,377 | 90,526 | | General and administrative expenses | 34,450 | 7,575 | 56,745 | 13,207 | | Total operating expenses | 143,205 | 56,140 | 262,122 | 103,733 | | Loss from operations | (140,539) | (56,140) | (242,067) | (103,733) | | **Other income (expense):** | | | | | | Gain on bargain purchase | 187,907 | — | 187,907 | — | | Interest income | 3,430 | 1,977 | 6,039 | 2,831 | | Change in fair value of derivative liability | — | (2,311) | — | (5,406) | | Total other income (expense), net | 191,299 | (368) | 193,864 | (2,624) | | Net income (loss) before income taxes | 50,760 | (56,508) | (48,203) | (106,357) | | Income tax benefit | 8,561 | — | 8,561 | — | | Net income (loss) | $ 59,321 | $ (56,508) | $ (39,642) | $ (106,357) | | Net income (loss) per share, basic | $ 0.78 | $ (23.10) | $ (0.61) | $ (44.17) | | Net income (loss) per share, diluted | $ 0.77 | $ (23.10) | $ (0.61) | $ (44.17) | [Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Redeemable%20Convertible%20Preferred%20Stock%20and%20Stockholders'%20Equity%20(Deficit)) Changes in Alumis Inc.'s redeemable convertible preferred stock and stockholders' equity are detailed over time - Total stockholders' equity increased from **$260.1 million** as of December 31, 2024, to **$485.3 million** as of June 30, 2025, primarily driven by the ACELYRIN Merger and stock-based compensation[23](index=23&type=chunk) - The ACELYRIN Merger resulted in the issuance of **48,653,549 common shares** and an increase of **$238.1 million** in additional paid-in capital[23](index=23&type=chunk) - Net income for the three months ended June 30, 2025, was **$59.3 million**, contributing to the change in accumulated deficit[23](index=23&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Alumis Inc.'s cash inflows and outflows from operating, investing, and financing activities are presented | (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $ (186,707) | $ (96,548) | | Net cash provided by (used in) investing activities | 168,828 | (51,551) | | Net cash provided by financing activities | 749 | 257,211 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $ (17,130) | $ 109,112 | | Cash, cash equivalents and restricted cash at end of period | $ 153,502 | $ 156,245 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed explanations and disclosures supporting the condensed consolidated financial statements are provided [1. Organization and Nature of the Business](index=11&type=section&id=1.%20Organization%20and%20Nature%20of%20the%20Business) Alumis Inc. is a clinical-stage biopharmaceutical company focused on autoimmune disorders, with an accumulated deficit of **$698.2 million** - Alumis Inc. is a clinical stage biopharmaceutical company focused on identifying, acquiring, and accelerating the development and commercialization of transformative medicines for autoimmune disorders[29](index=29&type=chunk) - The company completed the ACELYRIN Merger on May 21, 2025, acquiring ACELYRIN as a wholly owned subsidiary[36](index=36&type=chunk) - As of June 30, 2025, the Company had an accumulated deficit of **$698.2 million** and expects existing cash, cash equivalents, and marketable securities of **$486.3 million** to be sufficient for at least 12 months[37](index=37&type=chunk)[38](index=38&type=chunk) [2. Summary of Significant Accounting Policies and Basis of Presentation](index=13&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies%20and%20Basis%20of%20Presentation) Alumis Inc.'s significant accounting policies, including basis of presentation, business combinations, revenue, and stock-based compensation - The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include accounts of subsidiaries, with intercompany transactions eliminated[44](index=44&type=chunk)[45](index=45&type=chunk) - The Company operates and manages its business as one reportable and operating segment, focused on researching and developing medicines for autoimmune disorders[50](index=50&type=chunk) - Business combinations are accounted for using the acquisition method, recording acquired assets and assumed liabilities at fair value, with any excess of net assets over consideration recognized as a gain on bargain purchase[57](index=57&type=chunk) - Revenue from collaboration agreements is recognized following a five-step approach under ASC 606, allocating transaction price to distinct performance obligations based on standalone selling price[67](index=67&type=chunk)[72](index=72&type=chunk) - Stock-based compensation expense is measured at fair value using the Black-Scholes or Monte Carlo models and recognized over the requisite service period[74](index=74&type=chunk)[75](index=75&type=chunk) - The Company recognized an income tax benefit of **$8.6 million** for the three and six months ended June 30, 2025, primarily due to the realization of deferred tax assets and valuation allowance release from the ACELYRIN Merger[84](index=84&type=chunk) [3. Acquisitions](index=25&type=section&id=3.%20Acquisitions) The ACELYRIN Merger on May 21, 2025, for **$238.1 million** in common stock, resulted in a **$187.9 million** gain on bargain purchase - Alumis completed the ACELYRIN Merger on May 21, 2025, acquiring ACELYRIN, a late-stage biopharma company, in a common stock transaction valued at approximately **$238.1 million**[36](index=36&type=chunk)[91](index=91&type=chunk)[96](index=96&type=chunk) - The merger resulted in the issuance of **48,653,549 shares** of Alumis common stock and the assumption of ACELYRIN's stock options and RSUs[92](index=92&type=chunk) - A preliminary gain on bargain purchase of **$187.9 million** was recognized, as the fair value of net assets acquired (**$426.0 million**) exceeded the purchase consideration (**$238.1 million**)[97](index=97&type=chunk)[104](index=104&type=chunk) - The acquired intangible assets primarily consist of the IPR&D asset related to lonigutamab, valued at **$51.0 million**[101](index=101&type=chunk) Unaudited Pro Forma Summary of Operations (Six Months Ended June 30) | | 2025 (in thousands) | 2024 (in thousands) | | :---------------------- | :------------------ | :------------------ | | Total revenue | $ 20,055 | $ — | | Net income (loss) | (276,520) | (79,508) | [4. Fair Value Measurements](index=32&type=section&id=4.%20Fair%20Value%20Measurements) Alumis Inc.'s financial assets are categorized into Level 1, Level 2, and Level 3 fair value measurements - The Company classifies financial instruments into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1 prices), and Level 3 (unobservable inputs)[115](index=115&type=chunk)[116](index=116&type=chunk) Fair Value Hierarchy for Financial Assets (June 30, 2025) | (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :------------- | :--------- | :--------- | :------ | :--------- | | Cash equivalents | $148,040 | $ — | $ — | $148,040 | | Marketable securities | 146,158 | 188,410 | — | 334,568 | | Total assets | $294,198 | $188,410 | $ — | $482,608 | - For the three and six months ended June 30, 2025, the Company did not have any Level 3 financial instruments[126](index=126&type=chunk) - In 2024, Level 3 financial instruments included derivative liabilities from Series C redeemable convertible preferred stock financing, which were settled in May 2024[119](index=119&type=chunk)[126](index=126&type=chunk) [5. Marketable Securities](index=34&type=section&id=5.%20Marketable%20Securities) Alumis Inc.'s marketable securities significantly increased to **$334.6 million** by June 30, 2025 Marketable Securities (in thousands) | | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | U.S. treasuries | $281,241 | $118,737 | | Corporate debt obligations | 46,373 | — | | Federal agency obligations | 4,851 | — | | Supranational bonds | 2,103 | — | | Total marketable securities | $334,568 | $118,737 | - All marketable securities held as of June 30, 2025, and December 31, 2024, had contractual maturities of less than one year[130](index=130&type=chunk) - The Company determined that the decline in fair value below amortized cost basis for marketable securities was immaterial and non-credit related, with no allowance for expected credit losses recorded[131](index=131&type=chunk) [6. Balance Sheet Components](index=35&type=section&id=6.%20Balance%20Sheet%20Components) Specific balance sheet components, including restricted cash, prepaid expenses, and property and equipment, net, are detailed - Restricted cash increased from **$1.1 million** at December 31, 2024, to **$1.8 million** at June 30, 2025, primarily due to collateral for lease commitments and a corporate credit program[132](index=132&type=chunk) Other Prepaid Expenses and Current Assets (in thousands) | | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Prepaid credit voucher for clinical manufacturing | $ 10,754 | $ — | | Service and other revenue receivable | 2,666 | — | | Interest receivable | 2,267 | 698 | | Total other prepaid expenses and current assets | $ 23,861 | $ 4,501 | - The prepaid credit voucher for clinical manufacturing, acquired by ACELYRIN in Q3 2024, is valued at **$10.8 million** and will be used for lonigutamab manufacturing invoices[133](index=133&type=chunk) Property and Equipment, Net (in thousands) | | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Total property and equipment, gross | $ 26,972 | $ 25,525 | | Less: Accumulated depreciation and amortization | (6,644) | (4,557) | | Total property and equipment, net | $ 20,328 | $ 20,968 | Other Accrued Expenses and Current Liabilities (in thousands) | | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Accrued personnel and related expenses | $ 9,845 | $ 7,765 | | Accrued professional services | 9,609 | 2,657 | | Severance liability | 3,003 | — | | Total other accrued expenses and current liabilities | $ 22,805 | $ 10,580 | [7. Revenue](index=36&type=section&id=7.%20Revenue) Alumis Inc. recognized **$20.1 million** in total revenue for the six months ended June 30, 2025, from a collaboration and license agreement - On March 25, 2025, Alumis Inc. entered into a collaboration and license agreement with Kaken Pharmaceutical Co., Ltd. for envudeucitinib (envu) in dermatology indications in Japan[138](index=138&type=chunk)[139](index=139&type=chunk) - Kaken made an upfront, non-refundable payment of **$20.0 million** and will contribute **$20.0 million** towards global development costs through 2026[142](index=142&type=chunk) - Potential future payments include up to **$36.0 million** for regulatory milestones and field expansion options, and up to **¥15.5 billion** for commercial milestones, plus tiered royalties[142](index=142&type=chunk) - The Company recognized **$17.4 million** in license revenue and **$2.7 million** in collaboration revenue for the six months ended June 30, 2025[147](index=147&type=chunk) [8. Related Party Transactions](index=40&type=section&id=8.%20Related%20Party%20Transactions) Alumis Inc. has a services agreement with Foresite Labs, an affiliate of a significant stockholder - Alumis Inc. has a services agreement with Foresite Labs, an affiliate of a stockholder, for exploring specified immunology genetic targets[152](index=152&type=chunk) - Research and development expenses under this agreement were **$0.3 million** for the three months ended June 30, 2025, and **$0.5 million** for the six months ended June 30, 2025[152](index=152&type=chunk) [9. Commitments and Contingent Liabilities](index=40&type=section&id=9.%20Commitments%20and%20Contingent%20Liabilities) Alumis Inc. has various commitments and contingent liabilities, including operating leases and contingent consideration - Alumis Inc. has operating lease agreements for office and laboratory space in South San Francisco and Southern California, with total undiscounted lease payments of **$56.9 million** as of June 30, 2025[153](index=153&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[164](index=164&type=chunk) - The company has contingent consideration obligations from the FronThera Acquisition, with up to **$120.0 million** based on clinical and approval milestones for envu[165](index=165&type=chunk) - Upon the ACELYRIN Merger, Alumis assumed obligations under the Pierre Fabre Agreement, including potential development, regulatory, and commercial milestone payments up to **$100.5 million** and **$390.0 million**, respectively, plus tiered royalties[166](index=166&type=chunk)[167](index=167&type=chunk) - A federal securities class action lawsuit against ACELYRIN was assumed, alleging misleading investors about a Phase 2b trial. The outcome is uncertain, and no probable loss has been estimated[175](index=175&type=chunk)[179](index=179&type=chunk) [10. Redeemable Convertible Preferred Stock](index=48&type=section&id=10.%20Redeemable%20Convertible%20Preferred%20Stock) Alumis Inc. issued Series C redeemable convertible preferred stock in 2024, which converted to common stock prior to the IPO - In March 2024, the Company issued **41,264,891 shares** of Series C redeemable convertible preferred stock for gross proceeds of **$129.5 million**[181](index=181&type=chunk) - An additional **41,264,892 shares** of Series C preferred stock were issued in May 2024 for **$129.5 million**, settling derivative liabilities of **$14.3 million**[182](index=182&type=chunk) - Immediately prior to the IPO on July 1, 2024, all outstanding redeemable convertible preferred stock converted into voting and non-voting common stock[183](index=183&type=chunk) [11. Stockholders' Equity](index=49&type=section&id=11.%20Stockholders'%20Equity) As of June 30, 2025, Alumis Inc. had **96.9 million** voting and **7.2 million** non-voting common shares outstanding - As of June 30, 2025, Alumis Inc. had **96,857,569 voting common shares** and **7,184,908 non-voting common shares** outstanding, both with a **$0.0001** par value[186](index=186&type=chunk) - Non-voting common stock holders have the right to convert to voting common stock, subject to a **4.99%** beneficial ownership limit[187](index=187&type=chunk) Common Stock Reserved for Issuance (as-converted basis, June 30, 2025) | | June 30, 2025 | | :------------------------------------------------- | :------------ | | Stock options issued and outstanding | 18,190,124 | | RSUs issued and outstanding | 672,117 | | Shares available for grant under the 2024 Equity Incentive Plan | 5,430,350 | | Shares available for grant under the 2024 Employee Stock Purchase Plan | 1,009,440 | | Shares available for grant under the ACELYRIN, Inc. 2023 Equity Incentive Plan | 6,321,733 | | Shares available for grant under the 2024 Performance Option Plan | 98,681 | | Total | 31,722,445 | [12. Stock-Based Compensation](index=50&type=section&id=12.%20Stock-Based%20Compensation) Alumis Inc. utilizes various stock plans, with stock-based compensation expense significantly increasing due to the ACELYRIN Merger - In March 2024, the Company repriced outstanding stock options with an exercise price exceeding **$8.84 per share**, reducing the weighted average exercise price to **$8.84** and resulting in **$0.7 million** incremental expense[195](index=195&type=chunk)[196](index=196&type=chunk) - The 2024 EIP, effective June 2024, reserved **7,800,000 new shares** and includes an evergreen provision for annual increases[202](index=202&type=chunk) - The ACELYRIN Merger resulted in the assumption of ACELYRIN's stock options, RSUs, and performance RSUs, with performance RSUs deemed **100% satisfied** for performance conditions[204](index=204&type=chunk)[205](index=205&type=chunk) Stock-Based Compensation Expense (in thousands) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $ 7,225 | $ 1,641 | $ 10,944 | $ 3,085 | | General and administrative | 11,410 | 1,492 | 14,686 | 2,705 | | Total stock-based compensation expense | $ 18,635 | $ 3,133 | $ 25,630 | $ 5,790 | - As of June 30, 2025, unrecognized stock-based compensation expense was **$62.0 million**, expected to be recognized over a weighted-average period of **2.5 years**[236](index=236&type=chunk) [13. Employee Benefit Plans](index=59&type=section&id=13.%20Employee%20Benefit%20Plans) Alumis Inc. sponsors a qualified 401(k) defined contribution plan, with no employer contributions made for the reported periods - The Company sponsors a qualified 401(k) defined contribution plan for eligible employees[239](index=239&type=chunk) - No employer contributions were made to the 401(k) plan for the three and six months ended June 30, 2025, and 2024[239](index=239&type=chunk) [14. Net Income (Loss) Per Share Attributable to Common Stockholders](index=59&type=section&id=14.%20Net%20Income%20(Loss)%20Per%20Share%20Attributable%20to%20Common%20Stockholders) Alumis Inc. reported basic net income per share of **$0.78** for Q2 2025, with potentially dilutive securities excluded when antidilutive Net Income (Loss) Per Share Attributable to Common Stockholders | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $ 59,321 | $ (56,508) | $ (39,642) | $ (106,357) | | Weighted-average shares of common stock outstanding, basic | 76,477,144 | 2,446,022 | 65,440,021 | 2,408,037 | | Weighted-average shares of common stock outstanding, diluted | 76,635,895 | 2,446,022 | 65,440,021 | 2,408,037 | | Net income (loss) per share, basic | $ 0.78 | $ (23.10) | $ (0.61) | $ (44.17) | | Net income (loss) per share, diluted | $ 0.77 | $ (23.10) | $ (0.61) | $ (44.17) | - Potentially dilutive securities, including stock options, RSUs, and early exercised stock options, were excluded from diluted EPS computation when their inclusion would have been antidilutive[240](index=240&type=chunk) [15. Segment Reporting](index=60&type=section&id=15.%20Segment%20Reporting) Alumis Inc. operates as a single reportable segment focused on autoimmune disorders, with R&D expenses significantly increasing - The Company operates and manages its business as one reportable and operating segment, focused on researching and developing medicines for autoimmune disorders[243](index=243&type=chunk) Disaggregated Research and Development Expenses (in thousands) | | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | CROs, CMOs and clinical trials | $ 66,089 | $ 26,849 | $ 131,162 | $ 51,113 | | Professional consulting services | 7,417 | 4,765 | 13,821 | 8,290 | | Other research and development costs | 2,995 | 3,597 | 5,291 | 5,594 | | Personnel-related costs | 26,821 | 10,134 | 44,479 | 19,229 | | Facilities and overhead costs | 5,433 | 3,220 | 10,624 | 6,300 | | Total research and development expense | $ 108,755 | $ 48,565 | $ 205,377 | $ 90,526 | [16. Subsequent Events](index=60&type=section&id=16.%20Subsequent%20Events) The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, with Alumis Inc. evaluating its financial impact - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, modifying capitalization of R&D expenses and accelerating fixed asset depreciation[245](index=245&type=chunk) - The Company is currently assessing the impact of the OBBBA on its consolidated financial statements and disclosures[245](index=245&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=61&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Alumis Inc.'s financial condition and results of operations are analyzed, covering revenue, expenses, the ACELYRIN Merger, and future funding - Alumis is a clinical-stage biopharmaceutical company focused on developing TYK2 inhibitors (envudeucitinib and A-005) for autoimmune and neuroinflammatory disorders, and lonigutamab for Thyroid Eye Disease (acquired via ACELYRIN Merger)[248](index=248&type=chunk) - The company incurred net income of **$59.3 million** for the three months ended June 30, 2025, but a net loss of **$(39.6) million** for the six months ended June 30, 2025, with an accumulated deficit of **$698.2 million**[252](index=252&type=chunk) - Total revenue for the six months ended June 30, 2025, was **$20.1 million**, primarily from a license and collaboration agreement with Kaken Pharmaceutical Co., Ltd[283](index=283&type=chunk) - Research and development expenses increased by **127%** to **$205.4 million** for the six months ended June 30, 2025, driven by clinical trial progression and manufacturing[283](index=283&type=chunk)[292](index=292&type=chunk) - General and administrative expenses increased by **330%** to **$56.7 million** for the six months ended June 30, 2025, largely due to ACELYRIN Merger transaction costs and increased headcount[283](index=283&type=chunk)[302](index=302&type=chunk)[304](index=304&type=chunk) - A gain on bargain purchase of **$187.9 million** was recognized in Q2 2025 due to the ACELYRIN Merger[306](index=306&type=chunk) - The company expects to incur significant and increasing expenses and substantial losses for the foreseeable future, requiring additional capital beyond its current **$486.3 million** in cash, cash equivalents, and marketable securities[249](index=249&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=94&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Alumis Inc. is exposed to market risks from interest rate and foreign currency fluctuations, but no material financial impact is anticipated - The Company is exposed to market risks from changes in interest rates on cash equivalents and marketable securities, but a hypothetical **10%** change is not expected to have a material effect[359](index=359&type=chunk) - Foreign currency exchange risk exists due to international CRO and CMO vendors, but foreign currency transaction gains and losses have not been material, and no formal hedging program is in place[360](index=360&type=chunk) - Inflation affects labor and R&D costs, but has not had a material effect on the business, results of operations, or financial condition[361](index=361&type=chunk) [Item 4. Controls and Procedures](index=94&type=section&id=Item%204.%20Controls%20and%20Procedures) Alumis Inc.'s disclosure controls and procedures were deemed effective as of June 30, 2025, with no material changes in internal control - As of June 30, 2025, management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective[362](index=362&type=chunk)[363](index=363&type=chunk)[364](index=364&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[365](index=365&type=chunk) - Management recognizes that all control systems have inherent limitations and can only provide reasonable, not absolute, assurance of achieving control objectives[366](index=366&type=chunk) [PART II—OTHER INFORMATION](index=97&type=section&id=Part%20II%20Other%20Information) This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=97&type=section&id=Item%201.%20Legal%20Proceedings) Alumis Inc. assumed a federal securities class action lawsuit against ACELYRIN, with an uncertain outcome and no probable loss - A federal securities class action lawsuit was commenced against ACELYRIN on November 15, 2023, alleging misleading investors about the Phase 2b trial of izokibep[369](index=369&type=chunk) - The lawsuit seeks damages and an award of reasonable costs and expenses, and a motion to dismiss the amended complaint is pending[369](index=369&type=chunk) - The Company cannot estimate the possible loss from this lawsuit, as it is in an early stage, and has not accrued for any potential liability[179](index=179&type=chunk) [Item 1A. Risk Factors](index=97&type=section&id=Item%201A.%20Risk%20Factors) Investing in Alumis Inc. common stock involves high risk due to its clinical-stage nature, financing needs, development uncertainties, and competition - Alumis is a clinical-stage biopharmaceutical company with no products approved for commercial sale, incurring substantial losses and anticipating increasing losses for the foreseeable future[377](index=377&type=chunk)[379](index=379&type=chunk) - The company will require substantial additional financing to achieve its goals, and failure to obtain capital could delay or terminate product development and commercialization efforts[374](index=374&type=chunk)[390](index=390&type=chunk) - Preclinical and clinical development is lengthy, expensive, and uncertain, with results from earlier studies not always predictive of future trial outcomes, potentially leading to delays or inability to complete development[374](index=374&type=chunk)[393](index=393&type=chunk)[395](index=395&type=chunk) - Clinical trials may reveal serious adverse events (SAEs) and significant adverse events (AEs) not previously seen, potentially delaying or preventing regulatory approval or market acceptance[374](index=374&type=chunk)[403](index=403&type=chunk)[405](index=405&type=chunk) - The company faces significant competition from large and specialty pharmaceutical and biotechnology companies, many with greater resources and approved therapies[374](index=374&type=chunk)[431](index=431&type=chunk)[436](index=436&type=chunk) - Risks related to the ACELYRIN Merger include integration difficulties, diversion of management attention, and the possibility that anticipated benefits may not be fully realized[374](index=374&type=chunk)[438](index=438&type=chunk)[440](index=440&type=chunk) - Failure to obtain and maintain sufficient intellectual property protection, or challenges to existing patents, could allow competitors to commercialize similar products, adversely affecting the business[374](index=374&type=chunk)[522](index=522&type=chunk)[523](index=523&type=chunk) - The regulatory approval processes are lengthy, time-consuming, and unpredictable, with no guarantee of approval for product candidates[374](index=374&type=chunk)[448](index=448&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=223&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Alumis Inc. completed a private placement on July 17, 2024, issuing **2.5 million** common shares at **$16.00** per share - On July 17, 2024, Alumis Inc. completed a concurrent private placement, selling **2,500,000 shares** of common stock at **$16.00 per share** to AyurMaya Capital Management Fund, LP[257](index=257&type=chunk)[700](index=700&type=chunk)[702](index=702&type=chunk) - The sale was exempt from registration under Section 4(a)(2) of the Securities Act, with the recipient acquiring shares for investment purposes[700](index=700&type=chunk) - Net proceeds from the IPO and the concurrent private placement have been invested in money market funds and high-quality, available-for-sale marketable securities, with no material change in planned use[703](index=703&type=chunk) [Item 3. Defaults Upon Senior Securities](index=225&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Alumis Inc. reported no defaults upon senior securities for the period - There were no defaults upon senior securities[704](index=704&type=chunk) [Item 4. Mine Safety Disclosures](index=225&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Alumis Inc - This item is not applicable[705](index=705&type=chunk) [Item 5. Other Information](index=225&type=section&id=Item%205.%20Other%20Information) Alumis Inc. reported no other information for the period - There is no other information to report[706](index=706&type=chunk) [Item 6. Exhibits](index=225&type=section&id=Item%206.%20Exhibits) All exhibits filed with the Quarterly Report on Form 10-Q, including merger agreements, organizational documents, and certifications, are listed - Exhibits include the Agreement and Plan of Merger with ACELYRIN, Inc. and its amendment, and the Amended and Restated Certificate of Incorporation and Bylaws of the Registrant[707](index=707&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are included pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[707](index=707&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents (Schema, Calculation, Definition, Label, Presentation Linkbase) are also filed[707](index=707&type=chunk)[709](index=709&type=chunk) [SIGNATURES](index=228&type=section&id=Signatures) This section contains the official signatures for the Quarterly Report on Form 10-Q [Signatures](index=228&type=section&id=Signatures) The Quarterly Report on Form 10-Q is signed by Alumis Inc.'s President and CEO, and CFO - The report is signed by Martin Babler, President and Chief Executive Officer, and John Schroer, Chief Financial Officer, on August 13, 2025[712](index=712&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40386 ONEMEDNET CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 86-2076743 (State or other jurisdicti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40386 ONEMEDNET CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 86-2076743 (State or other jurisdicti ...

Boxlight Reports Second Quarter 2025 Financial Results Revenue Increases by 37.6% Sequentially Duluth, GA – Business Wire – August 13, 2025 – Boxlight Corporation (Nasdaq: BOXL) ("Boxlight" or the "Company"), a leading provider of interactive technology solutions, today announced the Company's financial results for the second quarter ended June 30, 2025. Financial and Operational Highlights: Management Commentary "We increased revenue by nearly 38% in Q2 vs Q1, suggesting an improvement in industry demand a ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ BERTO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 99-4250815 (State or other jurisdiction of ...

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 _________ BERTO ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 99-4250815 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144 For the quarterly period ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _____ ...

PART I. Financial Information [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) The company presents its unaudited condensed consolidated financial statements and accompanying notes for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (dollars in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change ($K) | | :--- | :--- | :--- | :--- | | Total Assets | 90,584 | 93,171 | (2,587) | | Total Liabilities | 144,646 | 139,965 | 4,681 | | Total Stockholders' Deficit | (54,062) | (46,794) | (7,268) | | Cash and cash equivalents | 3,659 | 3,465 | 194 | | Restricted cash | 5,331 | 13,087 | (7,756) | | Property held for lease, net | 69,393 | 67,085 | 2,308 | | Revolving line of credit, net | 80,617 | 82,582 | (1,965) | | Term loan, net, current | 28,280 | 30,047 | (1,767) | | Derivative liability - new term loan | 3,558 | — | 3,558 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations Highlights (dollars in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 71,886 | 58,863 | 13,023 | 22.1% | | Cost of Revenue | 60,718 | 48,935 | 11,783 | 24.1% | | Gross Profit | 11,168 | 9,928 | 1,240 | 12.5% | | Operating Expenses | 12,578 | 12,549 | 29 | 0.2% | | Loss from Operations | (1,410) | (2,621) | 1,211 | (46.2%) | | Net Loss | (7,835) | (6,888) | (947) | 13.7% | | Net Loss per Common Share | (1.63) | (1.61) | (0.02) | 1.2% | | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 143,832 | 123,924 | 19,908 | 16.1% | | Cost of Revenue | 118,315 | 97,508 | 20,807 | 21.3% | | Gross Profit | 25,517 | 26,416 | (899) | (3.4%) | | Operating Expenses | 27,463 | 25,237 | 2,226 | 8.8% | | Income (loss) from Operations | (1,946) | 1,179 | (3,125) | (265.1%) | | Net Loss | (13,523) | (7,458) | (6,065) | 81.3% | | Net Loss per Common Share | (2.87) | (1.75) | (1.12) | 64.0% | [Condensed Consolidated Statements of Stockholders' Deficit](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Deficit) Stockholders' Deficit Changes (amounts in thousands) | Metric | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Balances at Period End (Shares) | 4,447 | 4,570 | | Total Stockholders' Deficit | (46,794) | (54,062) | | Accumulated Deficit | (148,451) | (161,974) | | Issuance of warrants (Refinancing Agreement) | — | 3,934 | | Stock-based compensation expense (Six Months) | — | 1,930 | | Issuance of shares (litigation settlement) | — | 752 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (dollars in thousands, Six Months Ended June 30) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | (3,196) | 1,352 | | Net cash used in investing activities | (660) | (337) | | Net cash (used in) provided by financing activities | (3,706) | 8,548 | | Net (decrease) increase in cash, cash equivalents and restricted cash | (7,562) | 9,563 | | Cash and cash equivalents and restricted cash at end of period | 8,990 | 38,374 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - Katapult operates a technology-driven lease-to-own platform for underserved U.S. non-prime consumers, with **revenue strongest in Q1** due to holiday originations and tax refunds[25](index=25&type=chunk)[26](index=26&type=chunk) - Key accounting estimates include property held for lease depreciation/impairment, derivative liability fair value, and deferred tax asset valuation[29](index=29&type=chunk)[30](index=30&type=chunk) Property Held for Lease and Cost of Revenue (dollars in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Property held for lease, net | 69,393 | 67,085 | | Cost of Revenue Component | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Depreciation expense for property held for lease | 41,473 | 34,441 | | Depreciation for early lease purchase options (buyouts) | 9,346 | 7,144 | | Depreciation for impaired leases | 7,300 | 5,932 | | Other | 2,599 | 1,418 | | **Total cost of revenue** | **60,718** | **48,935** | - On June 12, 2025, the company entered into a Refinancing Agreement, establishing a New Revolving Facility with an initial committed amount of **$110 million** and a New Term Loan with an initial principal amount of **$33 million**[57](index=57&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - The company's financial statements are prepared on a going concern basis, but rigorous covenants of the New Revolving Credit Facility **raise substantial doubt about its ability to continue as a going concern**[76](index=76&type=chunk) - Warrants to purchase **486,264 shares** of common stock were issued to Blue Owl with an exercise price of $0.01 per share[90](index=90&type=chunk)[91](index=91&type=chunk) - The DCA Litigation was settled for **$3.0 million**, and the Shareholder Litigation was settled for **$12.0 million**[97](index=97&type=chunk)[100](index=100&type=chunk)[104](index=104&type=chunk) Fair Value Measurements (dollars in thousands, June 30, 2025) | Metric | Carrying Amount | Fair Value | | :--- | :--- | :--- | | New Revolving Facility | 80,617 | 79,995 | | New Term Loan | 28,280 | 29,097 | | Derivative Liability - New Term Loan | 3,558 | 3,558 | | Warrant liability | 103 | 103 | - Subsequent to June 30, 2025, stockholders approved the issuance of shares for the Blue Owl Warrants and Term Loan Conversion, setting the Refinancing Agreement maturity date to December 31, 2026[115](index=115&type=chunk)[116](index=116&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting revenue growth from Katapult Pay, offset by declining margins, increased net losses, and liquidity challenges [OVERVIEW](index=29&type=section&id=OVERVIEW) - Katapult Holdings, Inc. operates a technology-driven lease-to-own platform that integrates with omnichannel retailers and e-commerce platforms to serve underserved U.S. non-prime consumers[121](index=121&type=chunk) [Key Performance Metrics](index=29&type=section&id=Key%20Performance%20Metrics) Gross Originations (dollars in thousands) | Period | 2025 | 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Three Months Ended June 30 | 72,138 | 55,311 | 16,827 | 30.4% | | Six Months Ended June 30 | 136,337 | 110,941 | 25,396 | 22.9% | - Wayfair's share of gross originations (excluding Katapult Pay) **decreased to 27%** for the three and six months ended June 30, 2025, down from 48% in the prior year periods[124](index=124&type=chunk)[126](index=126&type=chunk) - Katapult Pay's share of gross originations **increased to 39%** for the three months ended June 30, 2025 (from 28% in 2024) and to 37% for the six months (from 27% in 2024)[125](index=125&type=chunk)[127](index=127&type=chunk) [RESULTS OF OPERATIONS](index=31&type=section&id=RESULTS%20OF%20OPERATIONS) Total Revenue and Gross Profit (dollars in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 71,886 | 58,863 | 13,023 | 22.1% | | Cost of Revenue | 60,718 | 48,935 | 11,783 | 24.1% | | Gross Profit | 11,168 | 9,928 | 1,240 | 12.5% | | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($K) | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 143,832 | 123,924 | 19,908 | 16.1% | | Cost of Revenue | 118,315 | 97,508 | 20,807 | 21.3% | | Gross Profit | 25,517 | 26,416 | (899) | (3.4%) | - **Gross profit as a percentage of total revenue decreased** to 15.5% for Q2 2025 (from 16.9% in 2024) and to 17.7% for H1 2025 (from 21.3% in 2024)[140](index=140&type=chunk)[147](index=147&type=chunk) - Interest expense increased by **$0.7 million** for the three months and **$1.3 million** for the six months ended June 30, 2025, due to higher outstanding debt balances[143](index=143&type=chunk)[148](index=148&type=chunk) [Non-GAAP Financial Measures](index=34&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP Financial Measures (dollars in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Adjusted Gross Profit | 9,211 | 8,296 | 21,703 | 23,143 | | Adjusted EBITDA | 322 | (377) | 2,562 | 5,253 | | Adjusted Net Loss | (5,659) | (5,445) | (9,015) | (4,462) | | Fixed Cash Operating Expenses | 9,159 | 9,102 | 19,561 | 18,492 | [LIQUIDITY & CAPITAL RESOURCES](index=36&type=section&id=LIQUIDITY%20&%20CAPITAL%20RESOURCES) - As of August 8, 2025, the combined principal balance outstanding under the New Revolving Facility and New Term Loan was approximately **$115.9 million**[158](index=158&type=chunk) Cash Flow Summary (dollars in thousands, Six Months Ended June 30) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | (3,196) | 1,352 | | Net cash used in investing activities | (660) | (337) | | Net cash (used in) provided by financing activities | (3,706) | 8,548 | | Cash, cash equivalents and restricted cash at end of period | 8,990 | 38,374 | - The company's financial statements are prepared on a going concern basis, but rigorous covenants of the New Revolving Credit Facility **raise substantial doubt about its ability to continue for one year**[166](index=166&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate risk from its variable and fixed-rate debt facilities, with a 100 basis point change significantly impacting annual interest expense - The New Revolving Facility accrues interest at a SOFR-based rate plus 7.00% per annum, resulting in an **11.9% interest rate** as of June 30, 2025[177](index=177&type=chunk) - The New Term Loan bears a **fixed interest rate of 18.0%** per annum, accruing as PIK interest weekly[178](index=178&type=chunk) - A hypothetical **100 basis point change** in interest rates would alter the annual interest expense by approximately **$0.8 million** for the New Revolving Facility and **$0.3 million** for the New Term Loan[179](index=179&type=chunk) - Inflation has indirectly impacted the business by **negatively affecting consumer spending** and the sales of key merchants[180](index=180&type=chunk) [ITEM 4. Controls and Procedures](index=40&type=section&id=ITEM%204.%20Controls%20and%20Procedures) As of June 30, 2025, management concluded that the company's disclosure controls and procedures were effective, with no material changes in internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of June 30, 2025[182](index=182&type=chunk) - **No material changes** in internal control over financial reporting occurred during the six months ended June 30, 2025[183](index=183&type=chunk) PART II. Other Information [ITEM 1. LEGAL PROCEEDINGS](index=40&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company details its involvement in various legal proceedings, including settled lawsuits and an ongoing patent claim - The company is involved in various legal proceedings, with details provided in Note 9 to the Unaudited Condensed Consolidated Financial Statements[184](index=184&type=chunk) [ITEM 1A. RISK FACTORS](index=40&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks from its debt agreement, merchant concentration, consumer behavior, competition, and legal and compliance challenges - If the company triggers an event of default under the Refinancing Agreement, **obligations could accelerate**, materially impacting the business[186](index=186&type=chunk)[193](index=193&type=chunk)[196](index=196&type=chunk) - The New Term Loan and Blue Owl Warrants may result in **substantial dilution to stockholders**, with the Term Loan Conversion potentially issuing up to **21,378,017 shares**[186](index=186&type=chunk)[197](index=197&type=chunk) - The company has substantial indebtedness, with approximately **$113.6 million principal outstanding** under the Refinancing Agreement as of June 30, 2025[190](index=190&type=chunk)[198](index=198&type=chunk) - The Refinancing Agreement includes **restrictive and financial maintenance covenants** that could limit operations or growth strategies[190](index=190&type=chunk)[202](index=202&type=chunk) - A significant portion of gross originations is concentrated with **Wayfair (27% for Q2 and H1 2025)**, creating vulnerability[190](index=190&type=chunk)[205](index=205&type=chunk) - The company's success depends on customers making timely lease payments, which is influenced by factors affecting **non-prime consumer spending**[212](index=212&type=chunk) - Proprietary algorithms and decisioning tools may not accurately predict consumer behavior, potentially leading to **increased delinquencies and write-offs**[213](index=213&type=chunk)[214](index=214&type=chunk) - The company has a history of operating losses, with a net loss of **$13.5 million** for the six months ended June 30, 2025, and an accumulated deficit of approximately **$162.0 million**[227](index=227&type=chunk) - The company utilizes AI/ML in its business, which carries risks related to model design, data quality, and **evolving regulatory frameworks**[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) - The company is subject to **stringent and changing data privacy and security laws** (e.g., TCPA, CCPA, PCI DSS), which could increase compliance costs and risks[243](index=243&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) - **Data security breaches or other security incidents** could result in regulatory investigations, litigation, fines, and reputational harm[259](index=259&type=chunk)[262](index=262&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) - The company's auditors issued a **going concern opinion**, indicating substantial doubt about its ability to continue as an ongoing business[195](index=195&type=chunk)[283](index=283&type=chunk) - The price of the company's securities is **likely to be volatile** due to macroeconomic conditions, operating results, and other market factors[300](index=300&type=chunk)[301](index=301&type=chunk)[303](index=303&type=chunk) - Future sales of common stock could increase the number of shares eligible for public resale and result in **dilution to existing stockholders**[307](index=307&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=65&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company issued shares as part of class action lawsuit settlements, relying on Section 3(a)(10) of the Securities Act for these unregistered sales - On April 10, 2025, the company issued **54,024 shares** of common stock in connection with a class action lawsuit settlement[320](index=320&type=chunk) - On June 13, 2025, the company issued **29,793 shares** of common stock in connection with another class action lawsuit settlement[320](index=320&type=chunk) - Both issuances were **unregistered sales of equity securities**, made in reliance upon Section 3(a)(10) of the Securities Act[320](index=320&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=65&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported for the period - No defaults upon senior securities were reported[317](index=317&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=65&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) No mine safety disclosures were reported for the period - No mine safety disclosures were reported[321](index=321&type=chunk) [ITEM 5. OTHER INFORMATION](index=66&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No Rule 10b5-1 trading plans were reported for the period - No Rule 10b5-1 Trading Plans were reported[322](index=322&type=chunk) [ITEM 6. EXHIBITS](index=66&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, credit agreements, and officer certifications - The exhibits include the Second Amended and Restated Certificate of Incorporation, Form of Warrant to Purchase Stock, and the Amended and Restated Loan and Security Agreement[323](index=323&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are also included[323](index=323&type=chunk) [SIGNATURES](index=68&type=section&id=SIGNATURES) The report was duly signed on behalf of the registrant by the Chief Financial Officer on August 13, 2025 - The report was signed by Nancy Walsh, Chief Financial Officer, on August 13, 2025[329](index=329&type=chunk)