Financial Performance - Net sales for the year ended December 31, 2025, decreased by $33.5 million, or 10.0%, compared to 2024, with Delivery Systems net sales down by $37.3 million, or 29.8%[488] - Consumables net sales increased by $3.8 million, or 1.8%, primarily due to increased placements of Delivery Systems and price increases, despite the transition to a distributor partner in China[489] - The company reported a net loss of $9.5 million, or 3.2% of net sales, compared to a net loss of $29.1 million, or 8.7% in 2024[486] Cost and Expenses - Cost of sales decreased by $47.6 million, or 31.3%, leading to a gross profit increase of $14.1 million, or 7.7%, and a gross margin improvement to 65.3% from 54.5%[490] - Selling and marketing expenses decreased by $24.7 million, or 20.9%, as a percentage of net sales fell to 31.1% from 35.4%[491] - Research and development expenses decreased by $0.7 million, or 10.6%, remaining at 1.9% of net sales[492] - Total operating expenses were $217.2 million, or 72.2% of net sales, compared to $250.1 million, or 74.8% in 2024[487] - General and administrative expenses decreased by $7.5 million, or 6.0%, to $117.9 million in 2025 from $125.5 million in 2024, primarily due to lower personnel-related expenses[493] Interest and Financing - Interest expense increased to $19.3 million, or 6.4% of net sales, from $10.4 million, or 3.1% in 2024[487] - Interest expense increased by $8.9 million, or 85.6%, to $19.3 million in 2025 compared to $10.4 million in 2024, mainly due to interest and amortization of debt issuance costs related to the 2028 Notes[494] - Interest income decreased by $7.7 million, or 46.2%, to $(9.0) million in 2025 from $(16.6) million in 2024, primarily due to lower average invested balances[495] Cash Flow and Liquidity - The company had cash, cash equivalents, and restricted cash of $232.7 million as of December 31, 2025, down from $370.1 million at the beginning of the year[498] - Net cash provided by operating activities was $37.5 million in 2025, compared to $16.1 million in 2024, reflecting improved operational efficiency[516] - Net cash provided by operating activities for the year ended December 31, 2025 was $37.5 million, up from $16.1 million in 2024, primarily due to changes in working capital and non-cash adjustments[517] - Net cash used for investing activities decreased to $5.2 million in 2025 from $6.8 million in 2024, attributed to lower capital expenditures[518] - Net cash used for financing activities increased to $174.9 million in 2025 from $158.3 million in 2024, mainly related to the exchange and repurchases of the Company's 2026 Notes[519] Market and Economic Conditions - The company transitioned sales in the China market to a distributor partner, discontinuing direct sales to customers in that region[475] - The company remains vigilant regarding economic and geopolitical conditions that may impact future performance and is implementing risk mitigation strategies[471] - The Company continues to face macroeconomic challenges that could adversely impact revenues and earnings going forward[511] - Inflation has adversely affected the Company's liquidity and overall cost structure, with expectations of continued cost increases if inflation persists[541] Foreign Currency and Interest Rate Risks - An adverse 10% foreign currency exchange rate change would have resulted in an adverse effect on income before income taxes of approximately $4 million and $6 million for the years ended December 31, 2025 and 2024, respectively[538] - A hypothetical 100 basis points increase in interest rates would have resulted in an increase in the fair market value of the investment portfolio by approximately $1 million and $3 million as of December 31, 2025 and 2024, respectively[536] - The Company has not engaged in the hedging of foreign currency transactions to date, although it may consider doing so in the future[539] Inventory and Revenue Recognition - The Company recognized revenue of approximately $17 million for the year ended December 31, 2023 from the estimated fair value of refurbished Delivery Systems, with no trade-in revenue recognized for 2025 and 2024[521] - The Company experienced approximately $7 million of inventory charges related to the write-down of trade-in Delivery Systems to its net realizable value during the year ended December 31, 2024[522] - Total contractual obligations as of December 31, 2025, amounted to $471.6 million, with $124.5 million due within one year[514] - The Company does not rely on projected income to support the realization of deferred tax assets due to cumulative pre-tax losses as of December 31, 2025[531]

Financial Position - As of December 31, 2025, Mid Penn Bancorp had total consolidated assets of $6.1 billion, total deposits of $5.2 billion, and total shareholders' equity of $814.1 million[16]. - Mid Penn Bancorp, Inc. reported total consolidated assets of $6.1 billion and total deposits of $5.2 billion as of December 31, 2025[16]. - The total shareholders' equity for Mid Penn Bancorp, Inc. was $814.1 million as of December 31, 2025[16]. - Mid Penn's nonbank subsidiaries owned $7.8 million of foreclosed real estate as of December 31, 2025[16]. - Mid Penn's capital levels were sufficient to be considered "well-capitalized" as of December 31, 2025, complying with risk-based capital requirements[62]. - Mid Penn exceeded the minimum capital requirements under Basel III, with effective minimum common equity Tier 1, Tier 1, and Total Capital ratios of 7.0%, 8.5%, and 10.5% respectively[67]. - The Bank's capital levels were sufficient to be considered "well-capitalized" as of December 31, 2025, with no specific minimum leverage ratios advised by the FDIC[62]. - Mid Penn is required to maintain a minimum Total Capital to risk-weighted assets ratio of 10.5%, with at least half of the Total Capital composed of common equity[59]. Acquisitions and Mergers - Mid Penn completed the acquisition of William Penn Bancorporation on April 30, 2025, in an all-stock transaction valued at approximately $103.2 million, adding 12 branches in Pennsylvania and New Jersey[25]. - The acquisition of Cumberland Advisors, Inc. was completed on September 25, 2025, for a purchase price of $5.5 million, bringing approximately $3.2 billion of new assets under management to the combined company[29]. - The merger with 1st Colonial is valued at nearly $101 million, with a cash and stock deal structure, expected to enhance Mid Penn's market presence[27]. - Mid Penn completed the acquisition of Riverview Financial Corporation, adding 23 community banking offices and 3 limited purpose offices in Western Pennsylvania[21]. - Mid Penn acquired the assets of Managing Partners, Inc., an independent insurance agency, enhancing its service offerings in Central Pennsylvania[22]. - The acquisition of Brunswick included 5 branches, expanding Mid Penn's footprint into Middlesex and Monmouth counties in New Jersey[23]. - Mid Penn acquired Commonwealth Benefits Group for $2.0 million, with an additional $800,000 potentially payable based on earnout[24]. - Mid Penn's acquisition strategy has included multiple mergers, enhancing its footprint and service offerings across Pennsylvania and New Jersey[21]. Workforce and Employee Engagement - Mid Penn's workforce consisted of 705 full-time and 18 part-time employees at the Bank, with an additional 16 full-time and 1 part-time employee in nonbank subsidiaries as of December 31, 2025[34]. - As of December 31, 2025, approximately 65% of the workforce is female, with the Women's Leadership Network and other Employee Resource Groups contributing to employee engagement and retention[35]. - Employee retention strategies include competitive wages, valuable benefits, and support for career goals, contributing to operational efficiency[38]. - Employees contributed over $69 thousand to charitable organizations in 2025 through the Dress Down Friday program, demonstrating community involvement[39]. Lending and Financial Services - The Bank's primary business includes attracting deposits and loans, offering a wide range of financial services including mortgage and home equity loans, commercial and consumer loans, and various types of deposits[31]. - The Bank's lending activities include a variety of loan products, with the highest concentration of credit in commercial real estate as of December 31, 2025[40]. - The total loan portfolio grew by $419.8 million, driven primarily by an 8.7% increase in commercial real estate (CRE) loans from December 31, 2024, to December 31, 2025[77]. - Non-owner occupied CRE loan exposure represented 28.0% of total loan balances as of December 31, 2025, primarily consisting of retail, office, and industrial properties[77]. - The Bank's underwriting process for CRE loans focuses on the financial strength of borrowers, including historical and projected cash flows[76]. Regulatory Environment - The Corporation's business is influenced by changes in regulations, which could materially affect operations and costs[95]. - Mid Penn's business is subject to independent auditor attestation under Section 404 of the Sarbanes-Oxley Act[101]. - The Corporation's operations are affected by compliance with environmental laws, although no material impact is anticipated[98]. - Legislative changes could result in significant alterations to the financial services and banking system, impacting Mid Penn's competitive landscape[96]. - The Federal Reserve has broad enforcement powers over Mid Penn, including the ability to impose substantial fines and civil penalties[53]. - The FDIC insures deposits up to $250,000, with assessment premiums based on the Bank's average assets minus average tangible equity[80]. - The Dodd-Frank Act raised the maximum deposit insurance amount to $250,000, affecting the financial services industry[93]. - The JOBS Act increased the registration threshold for banks from 500 to 2,000 holders of record[92]. - The prompt corrective action rules require undercapitalized institutions to file a capital restoration plan and are subject to automatic restrictions[65]. - The Sarbanes-Oxley Act requires Mid Penn to document and certify the effectiveness of its internal control systems over financial reporting[100]. - Mid Penn is subject to independent auditor attestation under FDIC regulation, ensuring compliance with financial reporting standards[101]. Economic Impact - Mid Penn's earnings are impacted by domestic economic conditions and the monetary policies of the U.S. government[97]. - Mid Penn's earnings are influenced by domestic economic conditions and the monetary policies of the U.S. government, particularly the Federal Reserve's actions[97].

Membership and Community Engagement - The Angel Guild has approximately 2.0 million paying members who influence film and TV project decisions [32]. - The proprietary Guild Score algorithm processes member voting signals to determine project approval, improving predictive accuracy as membership grows [33]. - The Angel Guild's community data provides a unique dataset for making informed decisions on film and TV show selections [42]. - The Angel Guild's model combines technology with community curation, enhancing audience trust in content discovery [44]. - The company aims to attract and retain customers by providing compelling content choices and quality experiences, which are critical for maintaining and growing its customer base [102]. Technology and AI Integration - AI integration in the Angel App has contributed to an increase in member view hours during 2025 [34]. - AI tools are utilized across various operations, improving efficiency in software delivery and media file preparation [37][40]. - The company is expanding its use of artificial intelligence tools in operations, which introduces risks such as potential errors and regulatory changes affecting AI use in content creation [163]. - The company acknowledges that advances in generative artificial intelligence could lower barriers for new competitors in film and TV production, impacting its market position [162]. - The company has implemented quality review processes to manage risks associated with AI tools, although these measures may not prevent all adverse outcomes [163]. Film and Distribution Performance - The company launched "His Only Son," which debuted at 3 in the U.S. box office, and "Sound of Freedom," which debuted at 1, showcasing its innovative theatrical strategy [50]. - The film "Sound of Freedom" grossed approximately $185.0 million in domestic box office sales and around $250.0 million in worldwide box office sales [73]. - For the fiscal year ended December 31, 2025, the company released 8 films theatrically, achieving a gross worldwide box office sales of $4.5 million for "Brave the Dark" and $83.9 million for "David" among others [75]. - As of December 31, 2025, the company has exclusively licensed 137 titles for worldwide distribution, including 101 films and 36 television series [63]. - The company aims to leverage recent successes in theatrical distribution to attract more filmmakers for future projects [74]. Financial Performance and Challenges - The company recorded a net loss attributable to controlling interests of $170.5 million in fiscal 2025, compared to a net loss of $88.3 million in fiscal 2024, and a net income of $13.4 million in fiscal 2023 [101]. - The company has a history of net losses, with net income of $17.1 million in fiscal 2021 and $15.6 thousand in fiscal 2020, indicating inconsistent profitability [101]. - The company utilized cash in operating activities of approximately $83.3 million during the year ended December 31, 2025 [195]. - The company may seek additional capital through equity or debt securities, which could result in stockholder dilution [140]. - The company’s future financial performance may differ materially from forecasts due to the dynamic nature of its business [154]. Legal and Regulatory Risks - The company faces potential liability for content it acquires and distributes, which could lead to unforeseen costs and legal challenges [115]. - In 2019, the California Court found the company liable for copyright infringement and DMCA violations, resulting in damages totaling $62.0 million [116]. - The company incurred over $5.0 million in legal fees related to the Disney Litigation and subsequently filed for Chapter 11 bankruptcy in 2017 [116]. - The company is required to pay $9.9 million over fourteen years in fifty-six equal quarterly payments of $177.0 thousand, with an option to reduce the payment to $7.8 million by paying off the loan in three to five years [156]. - The company must comply with the Disney Settlement Agreement, which includes certifying that no copyrighted works are stored on its servers, to avoid enforcement actions [158]. Market Competition and Strategy - The company faces significant competition in the entertainment video market, with the potential for rapid changes in consumer preferences and the threat of piracy impacting its business [109]. - The company must continue to enhance and improve its technology to remain competitive in the rapidly changing video industry [105]. - The company has divested from its previous content filtering business and now focuses on producing and distributing original content, consulting with filmmakers, and monetizing intellectual property [98]. - The company relies on a broad mix of marketing and public relations programs, including social media, to promote its service, which could be adversely affected by changes in marketing channels [112]. - The company faces potential liability for content used in marketing materials, which could result in costly litigation and harm operating results [117]. Bitcoin and Digital Assets - The company's bitcoin holdings have significantly impacted its financial results, and increasing these holdings will further affect financial outcomes and the market price of its Common Stock [168]. - Bitcoin has traded between $77,000 and $126,000 during 2025, highlighting its volatility and potential for significant price fluctuations [166]. - The company’s bitcoin treasury strategy has not been tested over extended periods or under varying market conditions, which poses risks to financial stability [169]. - The company is subject to counterparty risks related to custodians of its bitcoin holdings, which could affect ownership rights and access to assets in case of custodian insolvency [170]. - Changes in the trading price of bitcoin could lead to increased volatility in financial results, as the company measures bitcoin at fair value and recognizes gains and losses in net income [172]. Cybersecurity and Operational Risks - The company has implemented structured processes to evaluate and mitigate cybersecurity risks, ensuring the confidentiality and integrity of its information systems [215]. - The company has not experienced a material cybersecurity incident to date, but acknowledges that future incidents could have a material effect on operations [220]. - The company maintains an enterprise information security program that includes security governance, access control, and incident response [218]. - The company is reliant on third-party cloud computing services for the majority of its operations, making it vulnerable to disruptions from these providers [123]. - Significant marketing and advertising costs are incurred before and during theatrical releases, which can lead to financial losses prior to profitability [118].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 001-42126 Perceptive Capital Solutions Corp (Exact name of Registrant as specified in its Charter) Cayman Islands 98-17 ...

Financial Performance and Losses - The company has incurred significant operating losses of $154.7 million and $177.8 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $457.2 million as of December 31, 2025[144]. - The company expects to continue incurring significant losses for the foreseeable future, with expenses anticipated to increase substantially as it seeks regulatory approval and potential commercialization of lorundrostat[147]. - The company believes its existing cash, cash equivalents, and investments will fund operations for at least the next 12 months, but may need to seek additional funds sooner than planned[148]. - The company’s future capital requirements will depend on various factors, including the costs and timing of clinical trials and regulatory approvals for lorundrostat[149]. - The company may face challenges in raising additional capital, which could impact its ability to continue operations and execute its business plan[151]. Product Development and Regulatory Approval - The company has not generated any revenue since its inception and does not have any products approved for sale, relying entirely on the successful development and commercialization of lorundrostat[144]. - The company submitted its New Drug Application (NDA) for lorundrostat to the FDA on December 22, 2025, but has not yet received regulatory approval[144]. - The company acknowledges that clinical development is a lengthy and expensive process with uncertain outcomes, and prior results may not predict future success[155]. - Successful initiation and enrollment of clinical trials for lorundrostat is critical, with potential delays impacting revenue generation and commercial prospects[160]. - Regulatory authorities may require additional preclinical studies or clinical trials, leading to increased operating expenses and delays in obtaining marketing approval[159]. Clinical Trials and Challenges - The company faces challenges in participant enrollment for clinical trials, which could delay trial timelines and regulatory approval[171]. - Adverse side effects associated with lorundrostat could lead to delays in regulatory approval or result in a more restrictive label if approved[173]. - Conducting clinical trials in foreign countries presents additional risks that may delay completion due to cultural differences and regulatory burdens[166]. - The integrity of clinical trial data may be questioned due to financial relationships between principal investigators and the company, potentially impacting regulatory approval[167]. - Any significant delays or difficulties in clinical trials could harm the company's business, financial condition, and prospects[168]. Manufacturing and Supply Chain Risks - The company does not own manufacturing facilities and relies on third-party manufacturers for lorundrostat, increasing the risk of supply issues and regulatory compliance failures[196]. - There are no long-term supply agreements with third-party manufacturers, which raises the risk of not obtaining sufficient quantities of lorundrostat at acceptable costs[197]. - The company faces significant risks if third-party manufacturers fail to meet regulatory requirements, which could delay clinical development or marketing approval[198]. - The company must maintain relationships with third-party manufacturers to ensure compliance with cGMPs and establish commercial manufacturing capabilities[157]. Market and Competitive Landscape - The company may face significant competition from larger, better-funded firms and emerging technologies, impacting its ability to commercialize products effectively[226]. - Coverage and adequate reimbursement from third-party payors are essential for commercial success, and failure to secure this could limit marketability and revenue[216]. - The success of lorundrostat will depend on market acceptance by healthcare providers and payors, with potential adverse effects on financial condition if acceptance is not achieved[213]. - The company anticipates pricing pressures due to managed healthcare trends and legislative changes, which could create barriers to new product entry[225]. Intellectual Property Risks - The company faces risks related to intellectual property protection for lorundrostat and future product candidates, which could impact commercialization efforts[286]. - The patent prosecution process is complex and costly, and the company may not be able to secure necessary patent protections in a timely manner[289]. - The company may struggle to protect its intellectual property rights globally due to varying laws and enforcement challenges in different jurisdictions[297]. - The company faces challenges in enforcing its intellectual property rights due to varying patentability standards in jurisdictions like Europe, Japan, and China[298]. Compliance and Regulatory Challenges - Compliance with U.S. federal, state, and foreign healthcare laws could increase operational costs and expose the company to significant penalties if violations occur[242]. - Regulatory obligations will continue post-approval of lorundrostat, potentially leading to significant additional expenses and compliance risks[206]. - Legislative changes at the state level may impose price controls and other restrictions that could harm the company's business and financial prospects[252]. - Compliance with evolving privacy and data security laws may increase costs and expose the company to significant liabilities if not adhered to[259]. Operational and Management Risks - The company has 76 full-time employees as of December 31, 2025, with 39 primarily engaged in research and development, indicating a need for further expansion of operational capabilities[241]. - The company is dependent on retaining key management and clinical personnel, with potential delays in product development if key individuals leave[236]. - The company may encounter difficulties in managing growth and expanding operations, which could disrupt its business[241]. - Strategic transactions, such as acquisitions or partnerships, could increase capital requirements and present risks to liquidity and management focus[279].

Financial Performance - For the six months ended December 31, 2025, IperionX reported a loss of $34,768,116, compared to a loss of $16,236,871 for the same period in 2024, representing a 114% increase in losses year-over-year[5] - The company reported a total comprehensive loss of $33,461,270 for the six months ended December 31, 2025, compared to $21,129,105 for the same period in 2024, a 58% increase[5] - The company’s cash flows used in operating activities amounted to $16,702,754 for the six months ended December 31, 2025, compared to $11,748,806 in 2024, a 42% increase[9] - The Group reported net outflows from operating and investing activities of US$(33.1) million for the six months ended December 31, 2025, compared to US$(22.7) million in 2024[18] Research and Development - Research and development costs increased to $10,785,188 in 2025 from $6,809,195 in 2024, reflecting a 58% rise[5] - IperionX's exploration and evaluation expenses increased to $3,298,759 in 2025 from $1,393,608 in 2024, a 137% increase[5] Assets and Equity - Total assets as of December 31, 2025, were $129,156,114, up from $105,034,979 as of June 30, 2024, indicating a 23% increase[6] - The company’s total equity rose to $108,201,890 as of December 31, 2025, from $92,443,999 as of June 30, 2024, reflecting a 17% increase[6] - As of December 31, 2025, total trade and other receivables amounted to US$1,154,337, up from US$823,268 on June 30, 2025[30] - Total trade and other payables increased to US$10,367,158 as of December 31, 2025, compared to US$7,489,397 on June 30, 2025[39] - The carrying amount of property, plant, and equipment increased to US$35,936,076 as of December 31, 2025, from US$25,197,638 on June 30, 2025[33] - The carrying amount of exploration and evaluation assets for the Titan Project rose to US$7,515,238 as of December 31, 2025, from US$6,512,326 on June 30, 2025[36] Shareholder Information - The Company completed the placement of 14 million new fully paid ordinary shares at A$5.00 per share, raising gross proceeds of A$70 million (approximately US$46.0 million) before costs[19] - The company raised gross proceeds of approximately US$46 million by issuing 14,000,000 new fully paid ordinary shares at A$5.00 per share on October 10, 2025[42] - As of December 31, 2025, the company had a closing balance of 336,322,679 ordinary shares issued and outstanding, an increase from 315,846,248 shares as of December 31, 2024[42][44] - The share-based payments reserve increased to US$10,345,002 as of December 31, 2025, up from US$6,469,201 at June 30, 2025[45] - The share-based payments reserve saw a significant reduction in unlisted options, dropping from 12,904,118 to 3,020,839 during the six months ended December 31, 2025[46] Government Funding and Contracts - The Company received US$59.8 million in awards under U.S. government funding programs, with US$55.2 million obligated under contracts as of December 31, 2025[22] - The Company executed a US$12.7 million contract under the U.S. Department of War DPA Title III authorities, matched with US$13.4 million from the Company, totaling US$26.1 million for the Titanium Production Facility in Virginia[23] - The Company was awarded up to US$47.1 million by the U.S. Department of War to strengthen the U.S. Defense Industrial Base, matched with US$49.2 million from the Company, totaling US$96.3 million[25] - The U.S. Department of War obligated a total of US$42.5 million under a US$47.1 million award to support the company's titanium supply chain scale-up[50][51] Operational Developments - The company is focused on developing titanium metal technologies and aims to support advanced industries including aerospace and automotive[11] - IperionX is operating a U.S.-based integrated titanium business to establish a sustainable titanium supply chain[12] - The company received approximately 290 metric tons of high-quality titanium alloy scrap metal from the U.S. Government, equivalent to about 1.5 years' worth of titanium feedstocks at current operating capacity[53] - A prototype purchase order worth US$0.3 million was received from American Rheinmetall for producing 700 lightweight titanium components for U.S. Army systems, with potential for larger agreements[54] Subsidiaries and Future Outlook - The company has 100% equity interest in its subsidiaries, including Hyperion Metals and IperionX Critical Minerals LLC, as of December 31, 2025[47] - No significant matters have arisen since December 31, 2025, that could affect the company's operations or financial results in subsequent years[55]

Company Overview - Vuzix Corporation designs and manufactures AI-enabled smart glasses and AR display technologies, focusing on enterprise, medical, defense, and select consumer applications[17]. - The company is focused on enterprise, defense, medical, security, and select consumer applications for its Smart Glasses and AI/AR products[201]. Product Development and Technology - The company has developed thin, see-through waveguides that reduce the size and weight of wearable displays compared to traditional VR headsets[19]. - Vuzix's smart glasses support hands-free workflows in industries such as manufacturing and logistics, improving efficiency and safety[36]. - The M400 and M4000 smart glasses feature an Android-based platform, voice control, and high-resolution cameras, targeting enterprise and medical use cases[42]. - Vuzix's waveguides are designed to enhance next-generation AR products by partnering with consumer electronics and software companies, focusing on manufacturing scale and cost-competitiveness[58]. - Recent advancements include the Incognito™ technology, which minimizes light leakage and supports prescription vision correction, with a current range of +2D to -8D diopters[63]. - The company aims to expand waveguide production and establish mass production partnerships with ODMs/OEMs to support next-generation smart glasses[28]. Intellectual Property - The company maintains an intellectual property portfolio with over 28 years of experience in wearable display technology, providing competitive differentiation[23]. - The company holds numerous patents for waveguides, aiming to create AI/AR displays that resemble everyday sunglasses in comfort and size[62]. - The company has a patent portfolio consisting of 306 issued patents and 202 pending applications, with patents enforceable through at least March 2050[72]. Financial Performance - The company reported a net loss of $32,273,128 for the year ended December 31, 2025, compared to $73,538,157 for 2024 and $50,149,077 for 2023, with an accumulated deficit of $399,858,410 as of December 31, 2025[106]. - The company incurred net losses of $32,273,128 for the year ended December 31, 2025, $73,538,157 for 2024, and $50,149,077 for 2023, with an accumulated deficit of $399,858,410 as of December 31, 2025[211]. - The company had net cash outflows from operations of $18,789,272 for the year ended December 31, 2025, $23,739,372 for 2024, and $26,277,824 for 2023[211]. - The increase in the obsolescence provision for finished goods and components totaled $503,400, $4,167,917, and $4,358,062 for the years ended December 31, 2025, 2024, and 2023, respectively[206]. Market and Competition - Vuzix's primary growth opportunities include enterprise hands-free workflows, medical applications, and defense training[24]. - The waveguide and display engine market is rapidly evolving, with Vuzix competing against companies like Lumus and Snap's WaveOptics, emphasizing cost-effective and scalable manufacturing[79]. - The market for head-worn display devices is highly competitive, with established companies like Samsung and Sony posing significant challenges[109]. Operational Risks - The company does not have long-term purchase orders or binding commitments from customers, leading to significant volatility in sales and operating results[113]. - The company relies on third-party technologies for its products, and any changes or loss of access to these platforms could adversely affect its business[122]. - The company relies on third-party suppliers for critical components, exposing it to supply disruptions and cost increases, which could materially affect business operations[139]. - The company is subject to international operational, financial, legal, political, and public health risks due to significant international operations, which could adversely affect financial results[125]. - Cybersecurity incidents pose ongoing risks to the company's IT infrastructure and sensitive data, potentially leading to operational disruptions and financial losses[126]. Compliance and Regulatory - Compliance with extensive government regulations is complex and costly, and failure to comply could adversely affect the company's financial condition and results[151]. - The company is subject to various regulatory approvals and certifications, which may lead to increased costs and operational challenges[152]. - Changes in laws or regulations could significantly alter manufacturing processes and increase costs, adversely affecting margins and competitiveness[153]. - Compliance with electromagnetic radiation regulations is essential for product sales in multiple jurisdictions, including the U.S. and EU[154]. - Environmental regulations may increase costs and disrupt operations, impacting the company's financial condition[155]. Workforce and Talent - The company has 88 full-time employees and contractors globally as of December 31, 2025, emphasizing a commitment to attracting and retaining talent[98]. - The company has a small workforce of 88 employees, making it dependent on key management personnel, which poses risks if these individuals are lost[131]. Sales and Marketing Strategy - Vuzix's sales strategy includes direct sales, VARs, and partnerships, focusing on the enterprise sector and maintaining a VAR network across key verticals[82]. Facilities and Manufacturing - Vuzix's manufacturing facility in New York supports high-volume production of waveguide optics, ensuring cost control and quality assurance[90]. - In April 2025, Vuzix acquired a waveguide R&D facility in Milpitas, California, enhancing its capabilities for next-generation AI-driven smart glasses[91]. - The company leased an additional 12,000 square feet for a new waveguide manufacturing facility in October 2022[187]. - The lease for the facility in Milpitas, California is on a month-to-month basis at a cost of $35,000 per month[188]. Financial Obligations - The total base rent contractual payment obligations under operating leases are currently $675,000 per year[187]. - The company has 6,078,999 securities to be issued upon exercise of outstanding options, with a weighted average exercise price of $3.37[197]. - As of December 31, 2025, the company had $300,000 in investments in equity securities, with an impairment loss of $400,000 recorded for the year[216].

Financial Performance - Net sales for the first quarter of fiscal year 2026 decreased to $122.2 million, down from $154.4 million in the prior year quarter, reflecting a 21% decline[5] - Fresh segment sales were $104.7 million, a 25% decrease year-over-year, primarily due to a 35% decline in average avocado selling prices, despite a 17% increase in avocado carton volume[5] - Prepared segment sales increased by 20% to $17.5 million, driven by a 21% increase in pounds sold and new customer acquisitions[5] - Gross profit was $15.2 million, or 12% of net sales, compared to $15.7 million, or 10% of net sales, in the prior year quarter[6] - Adjusted net income was $4.8 million, or $0.27 per diluted share, compared to $6.3 million, or $0.35 per diluted share in the prior year quarter[9] - The company reported a net income attributable to Calavo Growers, Inc. of $732 thousand, a significant decline from $4,415 thousand in the prior year, reflecting a decrease of 83.4%[28] - Adjusted net income attributable to Calavo Growers, Inc. was $4,772 thousand for the three months ended January 31, 2026, compared to $6,283 thousand in 2025, representing a decrease of 23.9%[37] - Adjusted EBITDA for Q1 2026 was $8,006 million, down from $9,286 million in Q1 2025, reflecting a decrease of about 13.8%[39] Expenses and Costs - SG&A expenses totaled $16.4 million, including $7.2 million of non-recurring expenses, compared to $10.3 million in the prior year quarter[7] - Selling, general and administrative expenses increased to $16,401 thousand from $10,287 thousand, marking a rise of 59.8% year-over-year[28] - The company incurred $4.9 million in M&A-related costs associated with the merger agreement with Mission Produce during the quarter[35] - M&A-related costs in Q1 2026 amounted to $4,907 million, with no comparable costs reported in Q1 2025[39] - Stock-based compensation increased significantly to $1,774 million in Q1 2026 from $272 million in Q1 2025, marking a rise of over 553%[39] - Depreciation and amortization expenses decreased to $1,754 million in Q1 2026 from $1,942 million in Q1 2025, a reduction of about 9.7%[39] - Provision for income taxes decreased to $473 million in Q1 2026 from $1,255 million in Q1 2025, a decline of approximately 62.3%[39] - Expenses related to Mexican tax matters were $230 million in Q1 2026, down from $395 million in Q1 2025, a decrease of about 41.7%[39] - Professional fees related to internal investigation and related expenses decreased to $73 million in Q1 2026 from $677 million in Q1 2025, a decline of approximately 89.2%[39] Cash and Liquidity - Cash and cash equivalents at the end of the first quarter were $47.7 million, with total available liquidity of $79.8 million[10] - The company’s cash and cash equivalents decreased to $47,670 thousand from $61,155 thousand, a decline of 22.0%[31] Assets and Share Information - Total assets as of January 31, 2026, were $298,183 thousand, up from $292,249 thousand as of October 31, 2025[31] - The number of shares used in the diluted earnings per share computation was 17,894 thousand for the three months ended January 31, 2026, compared to 17,901 thousand in the prior year[37] Future Outlook - The merger with Mission Produce is expected to close in the third fiscal quarter of 2026, pending regulatory and shareholder approvals[11] - The company anticipates volume growth across both segments in the second fiscal quarter, despite a pressured pricing environment for fresh avocados[4] Foreign Currency Impact - Foreign currency remeasurement gains for the three months ended January 31, 2026, were $2.6 million, compared to losses of $1.0 million in the same period of 2025[34] - Foreign currency loss in Q1 2026 was reported at $(2,590) million, compared to a gain of $962 million in Q1 2025[39]

Financial Performance - The company incurred a net loss of $3,077,000 for the year ended December 31, 2025, with an accumulated deficit of $103,398,000 as of the same date[42]. - As of December 31, 2025, the company had $5.3 million in cash, indicating a need for additional capital to support its business plan[44]. - The company does not expect to pay any dividends to holders of its common stock for the foreseeable future, which may affect investors' ability to realize future gains on their investment[97]. Competition and Market Risks - The company faces intense competition in the market, with larger and better-financed competitors potentially impacting its ability to achieve profitability[56]. - The company incorporates artificial intelligence into its services, but competition in this area may increase, affecting demand for its solutions[59]. - The company faces intense competition for qualified personnel, which is critical for its growth and success[99]. Strategic Opportunities and Challenges - The company is actively pursuing strategic opportunities, including acquisitions, which may require significant management resources and could impact financial position[49]. - The company may struggle to successfully integrate newly acquired businesses, which could adversely affect its financial condition[53]. - The company is expanding into new products and services, which may present additional risks and could affect profitability if customer adoption is low[75]. Legal and Regulatory Risks - The company has a history of litigation related to intellectual property, which could have a material adverse effect on its financial position[47]. - The company may face increased legal proceedings related to intellectual property rights, which could adversely affect its financial condition and operations[69]. - The current legal environment remains unclear, and changes in regulations could impact the company's compliance and market demand for its products and services[70]. - The company faces risks related to government contracts, which are subject to various regulations and could result in penalties or contract terminations[80]. Operational Risks - System interruptions and lack of redundancy could lead to reduced net sales and negatively impact the attractiveness of the company's offerings[76]. - Security breaches and cyber-attacks pose significant risks that could lead to financial loss and reputational damage[92]. - System failures or interruptions could harm the company's ability to meet user demands, potentially leading to loss of customers[93]. - Fraudulent schemes targeting the company could result in financial loss and reputational harm, with potential legal liabilities[95]. Financial Structure and Ownership - The company has a significant concentration of ownership, with directors and executive officers owning approximately 25% of the voting power of outstanding shares as of January 31, 2026[118]. - The market price of the company's common stock may fluctuate significantly, potentially resulting in substantial losses for investors[106]. - The company has historically experienced limited trading volume and higher price volatility, which may reduce liquidity for its common stock[103]. - The company may face challenges in raising additional financing due to the potential dilution of existing stockholders from future issuances of common stock[112]. - The company is subject to anti-takeover provisions that may delay or prevent takeover attempts, potentially inhibiting stockholders from realizing a premium on their stock[120]. Internal Controls and Reporting - The company is subject to financial reporting obligations that place significant demands on its resources, and failure to maintain effective internal controls could adversely affect its business[117]. - The company has established internal controls over financial reporting that were deemed effective as of December 31, 2025[100]. - The company’s interest payment obligations on its $13.4 million term loan are subject to fluctuations in market interest rates, which could increase costs[48]. - The company’s ability to protect its intellectual property rights is crucial for maintaining its competitive edge in the market[63]. - The company must continuously adapt and develop new products to meet changing customer demands, or it risks losing market share and revenue[81].

Sales Performance - For the first nine months of fiscal 2026, sales decreased by 6.1% compared to the prior-year period, driven by a 9.4% decline in retail units sold (37,480 units vs. 41,373 units), partially offset by a 2.6% increase in the average retail sales price to $20,041[164] - Total revenues decreased by $38.9 million, or 12%, for the three months ended January 31, 2026, primarily due to lower retail sales volumes[176] - Retail units sold decreased by 9.4% to 37,480 units for the nine months ended January 31, 2026, compared to 41,373 units in the prior-year period[184] Financial Performance - The Company reported a net loss of $104.9 million for the nine months ended January 31, 2026, compared to a net income of $7.3 million for the same period in 2025[200] - Total revenues decreased by $42.1 million, or 4.1%, for the nine months ended January 31, 2026, primarily due to a 6.1% decline in sales revenue[184] - The Company's gross profit margin as a percentage of sales for the first nine months of fiscal 2026 was 36.7%, consistent with the prior year period[170] Credit Losses and Allowances - The provision for credit losses as a percentage of sales increased to 41.7% for the first nine months of fiscal 2026, compared to 33.7% for the same period in fiscal 2025, resulting in a $24.5 million increase to the allowance for credit losses[166] - Provision for credit losses increased to 41.7% of sales for the nine months ended January 31, 2026, compared to 33.7% in the prior year, with an increase of $45.7 million to $327.3 million[188] - Provision for credit losses as a percentage of sales rose to 47.3% for the three months ended January 31, 2026, compared to 32.9% in the prior year, with an absolute increase of $18.5 million to $105.2 million[181] Interest Income and Expense - Interest income rose by 5.0% for the first nine months of fiscal 2026[164] - Interest expense increased to 9.8% of sales for the three months ended January 31, 2026, up from 6.4% in the prior year, with a dollar increase of $4.9 million to $21.8 million[182] - The Company’s earnings are impacted by net interest income, which is the difference between income earned on interest-bearing assets and interest paid on notes payable[226] Inventory and Finance Receivables - Finance receivables, net decreased by 5.6% to $1,114.7 million as of January 31, 2026, reflecting lower originations due to reduced retail unit sales[190] - Inventory decreased by $11.0 million, or 9.8%, compared to April 30, 2025, due to disciplined inventory management and moderated purchasing activity[191] - The allowance for credit losses increased to $347.6 million, representing 25.53% of the principal balance in finance receivables of $1.5 billion as of January 31, 2026, up from 24.31% a year earlier[213] Operational Changes - The Company operated 136 dealerships as of January 31, 2026, after consolidating eighteen locations as part of a footprint optimization strategy[163] - The Company implemented a new loan origination system in 127 of its 136 dealerships, enhancing credit application processes and decision-making[173] - The Company has implemented process improvements to mitigate credit loss risks, including an upgraded payments platform to facilitate online payments[205] Future Expectations and Strategies - The Company expects to maintain efficient operations and selectively grow its finance receivables portfolio using cash from operations and other financing sources[207] - The Company expects to adopt ASU 2023-09 related to income tax disclosures in its Annual Report for the fiscal year ending April 30, 2026, with no material effect anticipated on consolidated financial statements[220] - The Company is evaluating the impact of ASU 2024-03, which requires enhanced disclosures of natural expense categories, effective for annual periods beginning after December 15, 2026[221] Market and Economic Factors - The allowance for credit losses is influenced by external factors such as industry trends, geopolitical events, and economic conditions, requiring management to project future loan performance[222] - The Company’s exposure to market risk is primarily related to changes in interest rates, particularly the federal primary credit rate and the prime interest rate of its lender[224] - Historically, the Company's third fiscal quarter (November through January) has been the slowest for vehicle sales, while the first and fourth quarters (May through July and February through April) are the busiest[222]