UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

Production and Capacity - Westwater expects the Kellyton Graphite Plant to produce 12,500 metric tons of CSPG per year in Phase I, primarily for lithium-ion batteries[87] - Westwater has secured offtake agreements for 100% of its anticipated Phase I production capacity and a portion of anticipated Phase II production capacity[89] - The company produced over an 800 kg sample of CSPG for pre-production cell trials during the first quarter of 2025[94] Financial Performance - Net loss for the three months ended March 31, 2025, was $2.7 million, a decrease from a net loss of $2.9 million for the same period in 2024[113] - Net cash used in operating activities was $2.3 million for the three months ended March 31, 2025, a decrease of $0.5 million compared to the same period in 2024[118] - Net cash provided by financing activities increased by $3.7 million for the three months ended March 31, 2025, due to increased shares sold under the ATM Sales Agreement and 2024 Lincoln Park PA[122] Funding and Financial Challenges - The company is working to complete a secured debt facility for approximately $150 million to finance the completion of Phase I of the Kellyton Graphite Plant[96] - The Company's planned non-discretionary expenditures for one year exceed the cash on hand as of the date of the Interim Financial Statements[124] - The Company has faced challenges in securing additional financing due to market volatility, higher interest rates, and uncertain economic conditions[126] - The ability to raise additional funds under the ATM Sales Agreement may be limited by the Company's market capitalization, share price, and trading volume[126] - Construction activities related to the Kellyton Graphite Plant have been significantly reduced until additional funding is secured[124] Cash Position - As of March 31, 2025, the Company's cash balance was approximately $3.3 million[125] - During the three months ended March 31, 2025, the Company sold 2.5 million shares of Common Stock for net proceeds of $2.0 million and approximately 3.8 million shares for net proceeds of $2.6 million[125] - The Company has approximately $49.9 million remaining available for future sales under the ATM Sales Agreement[125] Supply Chain and Geopolitical Risks - The U.S. is almost 100% dependent on imports for battery-grade graphite, highlighting the geopolitical risks and supply-chain vulnerabilities[105][107] - Westwater is at an advanced stage in securing a backup feedstock supplier due to recent protests affecting its primary supplier[97] Forward-Looking Statements and Risks - Forward-looking statements regarding funding adequacy and operational timelines are subject to various risks and uncertainties[129] - The Company cautions that actual results may differ materially from forward-looking statements due to factors such as inflation, supply chain disruptions, and geopolitical issues[130] - The Company has no off-balance sheet arrangements[128]

EXHIBIT 99.2 Q1 2025 QUARTERLY SUPPLEMENTAL INFORMATION FrontView REIT, Inc. (NYSE: FVR) is an internally- managed net-lease REIT that acquires, owns and manages primarily properties with frontage that are net leased to a diversified group of tenants. investor.frontviewreit.com Table of Contents | Section | Page | | --- | --- | | About the Data | 3 | | Company Overview | 4 | | Quarterly Financial Summary | 5 | | Balance Sheet | 6 | | Income Statement Summary | 7 | | Funds From Operations (FFO) and Adjusted ...

GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results 5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and delivery of finalized 5G chipsets to GCT facility SAN JOSE, CA – May 14, 2025 – GCT Semiconductor Holding, Inc. ("GCT" or the "Company") (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today provided an update on business developments and r ...

Financial Performance - Net revenues for Q1 2025 were $0.5 million, an 84.8% decrease from $3.3 million in Q1 2024[6] - Gross margin decreased to 17.7%, down 42.1 percentage points from 59.8% in the previous year[6] - Total operating expenses increased by 248.2% to $7.8 million, compared to a gain of $(5.3) million in Q1 2024[14] - Net loss for Q1 2025 was $(7.0) million, a 1020.5% decrease from net income of $0.8 million in Q1 2024[14] - Total assets decreased to $17.5 million as of March 31, 2025, down from $19.9 million in the previous year[18] Future Outlook - The company expects 5G chipset sampling to commence at the end of May 2025, with volume shipments anticipated to increase in the second half of the year[8] - The average selling price of 5G products is expected to be approximately four times that of 4G offerings, positively impacting revenue and gross margin[3] Financial Flexibility - The company has filed a shelf registration providing up to $200 million in capacity, including a $75 million at-the-market facility, enhancing financial flexibility[3] - Cash and cash equivalents as of March 31, 2025, were $1.0 million, with net accounts receivable of $4.5 million and inventory of $3.1 million[7] Strategic Partnerships - A letter of intent was signed with Orbic North America to jointly develop a mobile hotspot and FWA gateway utilizing a Verizon-certified 5G module[5]

Financial Performance - Revenues for Q1 2025 were $15,624, compared to $5,600 in Q1 2024, representing a 179% increase[15] - Total costs and expenses for Q1 2025 were $1,762,054, down from $2,481,134 in Q1 2024, a decrease of 29%[15] - Net loss for Q1 2025 was $1,674,296, compared to a net loss of $2,537,742 in Q1 2024, reflecting an improvement of 34%[15] - For the three months ended March 31, 2025, Ascent Solar Technologies reported a net loss of $1,674,296, compared to a net loss of $2,537,742 for the same period in 2024, representing a 33.9% improvement in net loss[21] - Net loss decreased by $863,446, or 34%, for the three months ended March 31, 2025, compared to the same period in 2024, due to improved revenues and reduced expenses[111] Cash and Liquidity - Cash and cash equivalents decreased to $2,255,815 as of March 31, 2025, down from $3,170,743 as of December 31, 2024[14] - The company had cash and cash equivalents of $2,255,815 at the end of the period, compared to $187,474 at the end of March 2024, indicating a substantial increase in liquidity[21] - Net cash used in operating activities for the three months ended March 31, 2025, was $1,550,030, compared to $1,197,861 for the same period in 2024, reflecting a 29.5% increase in cash outflow[21] - The Company had working capital of $567,612 as of March 31, 2025, but does not believe cash liquidity is sufficient for the next twelve months[42] - The company has working capital of $567,612 as of March 31, 2025, but additional financing will be required to achieve profitability[113] Assets and Liabilities - Total assets decreased to $6,172,992 as of March 31, 2025, from $7,146,426 as of December 31, 2024[14] - Total liabilities decreased to $3,595,674 as of March 31, 2025, compared to $3,766,503 as of December 31, 2024, a reduction of 5%[14] - The company’s accumulated deficit increased to $493,283,006 as of March 31, 2025, from $491,608,710 as of December 31, 2024[14] - As of March 31, 2025, the company had an accumulated deficit of $493,283,006[97] Revenue and Sales Strategy - Product revenue for the three months ended March 31, 2025, was $15,624, a significant increase from $5,600 in the same period of 2024, marking a 178.6% growth[30] - Total revenues increased by $10,024, or 179%, for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to more purchase orders received[105] - The company continues to accelerate sales and marketing efforts related to specialty PV application strategies through expansion of sales and distribution channels[114] - The company does not expect sales revenue and cash flows to be sufficient to support operations until it fully implements its strategy of selling high-value PV products[112] Operational Focus and Future Growth - The company is focused on developing demand for its products and maintaining strategic relationships with key partners to drive future growth[11] - Ascent Solar Technologies has focused on integrating its photovoltaic products into high-value markets such as aerospace and agrivoltaics, aiming to overcome obstacles faced by other solar technologies[24] - The company recognized no government contract revenue during the three months ended March 31, 2025, and 2024, indicating a potential area for future growth[34] - The company anticipates that the at-the-market offering will continue throughout the next reporting period[80] Accounting and Reporting - The company is evaluating the impact of recently issued accounting standards on its financial statements, which may affect future disclosures and reporting practices[38][39] Capital Structure and Financing - The company entered into a loan agreement for an aggregate principal amount of $375,000, with total repayment of $543,750[58] - The Company issued $15,000,000 in aggregate Convertible Notes at a purchase price of $13,500,000, maturing on June 19, 2024[62] - The company entered into a securities purchase agreement for approximately $1.9 million of gross proceeds from the issuance of Series 1C Preferred Stock[72] - The company expects to receive the remaining balance of approximately $1.1 million from the Series 1C Preferred Stock financing by June 30, 2025[72] Impairments and Asset Management - The Company recorded an impairment loss of $3,283,715 on certain assets, leaving a carrying value of $786,000 as of December 31, 2023[47] - The Company purchased assets related to thin-film photovoltaic manufacture for $4,083,926, including $1,283,926 in transaction costs[46] - Total property, plant, and equipment as of March 31, 2025, was $19,101,096, down from $19,679,918 as of December 31, 2024[51] Concerns and Risks - There is substantial doubt regarding the company's ability to continue as a going concern due to recurring losses and the need for additional financing[115]

[Vuzix First Quarter 2025 Financial Report](index=1&type=section&id=Vuzix%20First%20Quarter%202025%20Financial%20Report) [CEO's Opening Remarks](index=1&type=section&id=CEO%27s%20Opening%20Remarks) CEO Paul Travers highlights increasing commercial momentum driven by design wins and growing interest in AI-powered smart glasses - Vuzix is experiencing **increasing commercial momentum**, with investments translating into **design wins** and near-term **commercial traction**[3](index=3&type=chunk) - The broader tech industry is **increasing its focus** on AI-powered smart glasses, signaling a **potential acceleration** in market adoption[3](index=3&type=chunk) - Q1 2025 enterprise sales showed **sequential improvement** over Q4 2024, driven by new customer deployments and growing follow-on orders[3](index=3&type=chunk) [First Quarter 2025 Financial Results](index=1&type=section&id=First%20Quarter%202025%20Financial%20Results) Vuzix reported Q1 2025 total revenues of **$1.6 million**, a **21% YoY decrease**, resulting in a net loss of **$8.6 million** Condensed Consolidated Statements of Operations (Q1 2025 vs Q1 2024) | ($ thousands except per share amounts) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Total Sales** | **$1,581** | **$2,004** | | Sales of Products | $1,324 | $1,829 | | Sales of Engineering Services | $257 | $175 | | **Gross Loss** | **$(265)** | **$(53)** | | **Loss from Operations** | **$(8,774)** | **$(10,092)** | | **Net Loss** | **$(8,638)** | **$(10,048)** | | **Loss per Common Share** | **$(0.11)** | **$(0.16)** | - Total revenues for Q1 2025 decreased by **21% YoY** to **$1.6 million**, mainly due to reduced unit sales of M400 smart glasses[4](index=4&type=chunk) - Operating expenses decreased YoY: Research and Development down **5% to $2.6 million**[6](index=6&type=chunk), Selling and Marketing down **31% to $1.5 million**[7](index=7&type=chunk), and General and Administrative down **3% to $4.0 million**[8](index=8&type=chunk) - Cash used in operating activities **significantly improved**, decreasing to **$3.5 million** for Q1 2025 from **$8.8 million** in the same period of 2024[9](index=9&type=chunk) [Management Outlook](index=2&type=section&id=Management%20Outlook) Management is confident in its **$19.5 million** working capital, focusing on securing ODM/OEM design wins and expanding defense business - The company ended March 2025 with **$19.5 million** in working capital, which management believes is sufficient to execute the current operating plan[10](index=10&type=chunk) - Key strategic goals for 2025 include securing new ODM/OEM design wins for recurring revenues, growing business with new and existing prime defense contractors, and converting existing smart glasses inventory to cash via anticipated follow-on orders[10](index=10&type=chunk)[11](index=11&type=chunk) - Vuzix is pleased with its **burgeoning commercial relationships** with Quanta and other key ODMs/OEMs, which involve both capital and commercial collaborations[11](index=11&type=chunk) [Conference Call Information](index=3&type=section&id=Conference%20Call%20Information) Vuzix scheduled a conference call for May 12, 2025, at 4:30 p.m. ET, featuring CEO Paul Travers and CFO Grant Russell - A conference call was scheduled for Monday, **May 12, 2025**, at **4:30 p.m. ET** to discuss Q1 2025 operational and financial highlights[12](index=12&type=chunk) - **CEO Paul Travers** and **CFO Grant Russell** will host the call[12](index=12&type=chunk) - Details for **live participation** via phone or webcast, as well as information for a **30-day replay**, were provided[12](index=12&type=chunk)[13](index=13&type=chunk) [About Vuzix Corporation](index=3&type=section&id=About%20Vuzix%20Corporation) Vuzix (NASDAQ: VUZI) is a leading public company designing and marketing AI-powered Smart Glasses and AR technologies - Vuzix is a **leading designer and manufacturer** of AI-powered Smart Glasses, Waveguides, and AR technologies[14](index=14&type=chunk) - The company holds more than **425 patents** and patents pending in its field[14](index=14&type=chunk) - Founded in 1997, Vuzix is a public company trading on **NASDAQ under the ticker VUZI**[14](index=14&type=chunk) [Forward-Looking Statements Disclaimer](index=4&type=section&id=Forward-Looking%20Statements%20Disclaimer) This section provides a standard legal disclaimer for forward-looking statements, cautioning that future results may differ materially - The news release contains **forward-looking statements** concerning new product releases, future revenue, and the company's industry leadership[15](index=15&type=chunk) - Readers are cautioned not to place undue reliance on these statements as **actual results could differ materially** due to various risk factors[15](index=15&type=chunk) - Vuzix has **no obligation to update or revise** these forward-looking statements unless required by law[15](index=15&type=chunk)

Part I [Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section provides the company's unaudited financial statements and management's analysis of its financial condition [Condensed Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(unaudited)) This section presents MIRA Pharmaceuticals' unaudited condensed financial statements for Q1 2025, showing no revenue, a net loss, and decreased cash and equity [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2025, the company's total assets were $1.4 million, a significant decrease from $2.9 million at December 31, 2024, primarily due to a reduction in cash and cash equivalents Condensed Balance Sheet Data (unaudited) | Account | March 31, 2025 (in dollars) | December 31, 2024 (in dollars) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $1,206,285 | $2,832,931 | | Total current assets | $1,364,899 | $2,887,660 | | Total assets | $1,400,338 | $2,923,099 | | **Liabilities & Equity** | | | | Total current liabilities | $106,173 | $723,349 | | Total liabilities | $106,173 | $723,349 | | Total stockholders' equity | $1,294,165 | $2,199,750 | | Total liabilities and stockholders' equity | $1,400,338 | $2,923,099 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2025, the company reported no revenue and a net loss of $1.78 million, compared to a net loss of $1.72 million for the same period in 2024 Condensed Statements of Operations (unaudited) | Metric | Three Months Ended March 31, 2025 (in dollars) | Three Months Ended March 31, 2024 (in dollars) | | :--- | :--- | :--- | | Revenues | $ - | $ - | | General and administrative expenses | $1,490,796 | $1,005,911 | | Research and development expenses | $314,404 | $762,276 | | Total operating costs | $1,805,200 | $1,768,187 | | Net loss | $(1,783,779) | $(1,717,771) | | Basic and diluted loss per share | $(0.11) | $(0.15) | | Weighted average shares outstanding | 16,645,119 | 14,780,885 | [Condensed Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity decreased from $2.2 million at the end of 2024 to $1.3 million at March 31, 2025, primarily due to net loss partially offset by stock-based compensation - The main drivers for the change in stockholders' equity in Q1 2025 were the **net loss of $1,783,779** and **stock-based compensation of $874,812**[13](index=13&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to $1.63 million in Q1 2025 from $1.05 million in Q1 2024, driven by net loss and changes in operating liabilities Cash Flow Summary (unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 (in dollars) | Three Months Ended March 31, 2024 (in dollars) | | :--- | :--- | :--- | | Net cash from operating activities | $(1,630,027) | $(1,049,536) | | Net cash from financing activities | $3,381 | $(24,335) | | Net change in cash | $(1,626,646) | $(1,073,871) | | Cash at end of period | $1,206,285 | $3,528,695 | [Notes to Condensed Financial Statements (unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(unaudited)) The notes provide critical context to the financial statements, covering business overview, the SKNY Pharmaceuticals acquisition, going concern issues, and equity structure details - The company is a **clinical-stage pharmaceutical firm** developing two neuroscience programs, **Ketamir-2** and **MIRA-55**, for neurologic and neuropsychiatric disorders, which the DEA has determined would **not be considered controlled substances**[17](index=17&type=chunk)[18](index=18&type=chunk) - On March 19, 2025, MIRA entered a **binding letter of intent to acquire SKNY Pharmaceuticals, Inc**, which would add **SKNY-1** to its pipeline and provide a **$5 million capital infusion**[19](index=19&type=chunk)[21](index=21&type=chunk) - There is **substantial doubt about the company's ability to continue as a going concern** for the next 12 months, as **cash of $1.2 million is insufficient** to fund operations, which **used $1.6 million in Q1 2025**[39](index=39&type=chunk)[41](index=41&type=chunk) - The company has an **exclusive license agreement with MIRALOGX** to develop and commercialize **Ketamir-2** in the U.S., Canada, and Mexico, including royalty payments and the issuance of a **warrant to purchase 700,000 shares**[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - In Q1 2025, the company sold **2,802 shares** of common stock under its **At The Market (ATM) agreement**, raising **net proceeds of approximately $3,000**[51](index=51&type=chunk) - Subsequent to the quarter end, from April 1 to May 14, 2025, the company sold an additional **105,969 shares** under the **ATM agreement** for **net proceeds of approximately $0.1 million**[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's operational highlights, financial performance, liquidity challenges, and Nasdaq listing compliance, emphasizing its going concern risk and capital needs - The company is a **clinical-stage pharmaceutical firm** focused on developing **Ketamir-2** (for pain, depression, PTSD) and **MIRA-55** (for anxiety and cognitive decline)[77](index=77&type=chunk)[78](index=78&type=chunk) - Key Q1 2025 and subsequent highlights include initiating a **Phase 1 trial for Ketamir-2**, signing a **binding LOI to acquire SKNY Pharmaceuticals**, and receiving **positive neurotoxicity study results for Ketamir-2**[83](index=83&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Comparing Q1 2025 to Q1 2024, Research and Development expenses decreased as Ketamir-2 moved into Phase 1 trials, while General and Administrative expenses increased due to higher stock-based compensation Comparison of Operating Expenses (Q1 2025 vs Q1 2024) | Expense Category | Q1 2025 (in dollars) | Q1 2024 (in dollars) | Change (in dollars) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Research & Development | $300,000 | $800,000 | ▼ $500,000 | Ketamir-2 moved into Phase 1 trials in late Q1 2025, compared to R&D ramp-up in prior year | | General & Administrative | $1,500,000 | $1,000,000 | ▲ $500,000 | Increase in stock-based compensation | [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company's current cash is insufficient to fund operations for the next 12 months, raising substantial doubt about its ability to continue as a going concern, necessitating additional capital through equity financing - The company does **not have sufficient cash** to support operations for at least the next 12 months, which raises **substantial doubt about its ability to continue as a going concern**[92](index=92&type=chunk) - To address the liquidity shortfall, the company plans to **secure capital through public equity offerings** under its **ATM Agreement** and potential strategic transactions, as failure to do so may require **curtailing or ceasing operations**[93](index=93&type=chunk) Cash Flow Summary | Cash Flow Activity | Three months Ended March 31, 2025 (in dollars) | Three months Ended March 31, 2024 (in dollars) | | :--- | :--- | :--- | | Operating activities | $ (1,630,027) | $ (1,049,536) | | Financing activities | $ 3,381 | $ (24,335) | | Net change in cash | $ (1,626,646) | $ (1,073,871) | [Nasdaq Listing Compliance Risk](index=22&type=section&id=Nasdaq%20Listing%20Compliance%20Risk) MIRA received a Nasdaq non-compliance notice for failing to meet the minimum $2.5 million stockholders' equity requirement but was granted an extension until October 6, 2025, based on its compliance plan - The company received a **non-compliance notice from Nasdaq** on April 8, 2025, for not meeting the **minimum stockholders' equity requirement of $2.5 million**[101](index=101&type=chunk) - The compliance plan includes the **merger with SKNY Pharmaceuticals (expected to add ~$5M in assets)** and utilizing its **ATM offering facility**, with Nasdaq granting an **extension until October 6, 2025**, to regain compliance[102](index=102&type=chunk) - Failure to regain compliance could result in the **delisting of the company's common stock** from the Nasdaq Capital Market[103](index=103&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, MIRA Pharmaceuticals, Inc. is not required to provide the information requested under this item - The company is a **smaller reporting company** as defined by Rule 12b-2 of the Exchange Act and is **not required to provide disclosures about market risk**[104](index=104&type=chunk) [Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2025, with no material changes in internal control over financial reporting during Q1 2025 - Based on an evaluation, the Certifying Officers concluded that the company's disclosure controls and procedures were **effective as of March 31, 2025**[107](index=107&type=chunk) - There were **no changes in internal control over financial reporting** during Q1 2025 that materially affected, or are reasonably likely to materially affect, internal controls[108](index=108&type=chunk) Part II [Part II. Other Information](index=23&type=section&id=Part%20II.%20Other%20Information) This section presents other required information, including legal proceedings, risk factors, equity sales, and exhibits [Legal Proceedings](index=23&type=section&id=Item%201%20Legal%20Proceedings) The company reports that there are currently no pending legal proceedings that are reasonably expected to have a material adverse effect on its business or financial condition - As of the filing date, **no legal proceedings**, government actions, or claims are pending against the company that management believes could have a **material adverse effect**[110](index=110&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, MIRA Pharmaceuticals, Inc. is not required to present information under this item - Information under "Item 1A. Risk Factors" is **not required** as the company is a **smaller reporting company**[112](index=112&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[113](index=113&type=chunk) [Other Information](index=23&type=section&id=Item%205%20Other%20Information) The company reported no other information under this item - Not applicable[115](index=115&type=chunk) [Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including an amendment to the CEO's employment agreement and required certifications - Key exhibits filed include an **amendment to the employment agreement for CEO Erez Aminov**, and **certifications pursuant to Sarbanes-Oxley Sections 302 and 1350**[116](index=116&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The company's Q1 2025 financial statements show a **$5.3 million** net loss, decreased assets and equity, and negative operating cash flow [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$10.3 million** and stockholders' equity declined to **$6.1 million** as of March 31, 2025, primarily due to reduced investments Condensed Consolidated Balance Sheet Highlights (unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,228,789 | $547,890 | | Investments held in marketable securities | $7,884,132 | $10,184,701 | | **Total Assets** | **$10,326,821** | **$12,279,799** | | Total Current Liabilities | $4,182,080 | $3,748,406 | | Warrant liabilities | $3,154,970 | $2,520,851 | | **Total Liabilities** | **$4,182,080** | **$3,748,406** | | **Total Stockholders' Equity** | **$6,144,741** | **$8,531,393** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net loss significantly increased to **$5.34 million** in Q1 2025, driven by higher R&D expenses and a loss on warrant liabilities Statement of Operations Summary (unaudited) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Revenues | $25,000 | $35,000 | | Research and development | $1,714,327 | $1,058,131 | | General and administrative | $3,115,298 | $3,086,121 | | Loss From Operations | $(4,807,534) | $(4,109,252) | | Change in fair value of warrant liabilities | $(634,119) | $(137,319) | | **Net Loss** | **$(5,339,799)** | **$(2,223,255)** | | Net Loss Per Share | $(0.64) | $(0.33) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity decreased by **$2.39 million** in Q1 2025, primarily due to the net loss, partially offset by ATM stock sales and stock-based compensation - Total stockholders' equity decreased by **$2.39 million** during the first quarter of 2025[15](index=15&type=chunk) - Key activities impacting equity included a net loss of **$5.34 million**, stock-based compensation of **$2.01 million**, and net proceeds of **$0.90 million** from common stock issuance and sale[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was **$2.8 million** in Q1 2025, offset by investing and financing activities, resulting in a **$0.68 million** net cash increase Cash Flow Summary (unaudited) | Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | $(2,778,786) | $(2,317,780) | | Net Cash Provided By (Used In) Investing Activities | $2,366,967 | $(4,928,006) | | Net Cash Provided By Financing Activities | $1,092,718 | $7,518,489 | | **Net Increase In Cash and Cash Equivalents** | **$680,899** | **$272,703** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes highlight substantial doubt about the company's going concern ability due to recurring losses, negative cash flows, and increased warrant liabilities - The company's financial condition, including a Q1 2025 net loss of **$5.3 million** and negative operating cash flow of **$2.8 million**, raises substantial doubt about its ability to continue as a going concern[26](index=26&type=chunk) - In February 2024, the company raised approximately **$8.1 million** in gross proceeds through a warrant exercise and issuance transaction at a reduced exercise price of **$2.33 per share**[49](index=49&type=chunk) - During Q1 2025, the company sold **492,087 shares** under its ATM program, raising **$1.08 million** in gross proceeds[58](index=58&type=chunk) - The fair value of warrant liabilities was estimated at **$3.15 million** as of March 31, 2025, resulting in a recognized loss of **$0.63 million** for the quarter due to the change in fair value[61](index=61&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the **$5.3 million** net loss in Q1 2025, driven by increased R&D expenses, and acknowledges substantial doubt about the company's going concern ability [Business Overview](index=20&type=section&id=Business%20Overview) The company develops adult stem cell therapeutic products, including BRTX-100 in Phase 2 clinical trials, and is expanding into biologics-based cosmetic products - The company's lead product, **BRTX-100**, is in a Phase 2 clinical trial for treating chronic lower back pain from degenerative disc disease, with FDA authorization to proceed[73](index=73&type=chunk) - The **ThermoStem Program** is a pre-clinical initiative using brown adipose (fat) to treat type 2 diabetes, obesity, and other metabolic disorders, supported by multiple international patents[74](index=74&type=chunk) - The company is developing a biologics-based cosmetic business and entered a **five-year exclusive supply agreement** with Cartessa Aesthetics in April 2024[76](index=76&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Q1 2025 net loss significantly increased by **140.2%** to **$5.34 million**, primarily due to a **62.0%** rise in R&D expenses and higher warrant liability losses Comparison of Operations for the Three Months Ended March 31 | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $25,000 | $35,000 | (28.6%) | | Research and development | $1,714,327 | $1,058,131 | 62.0% | | General and administrative | $3,115,298 | $3,086,121 | 0.9% | | Loss From Operations | $(4,807,534) | $(4,109,252) | 17.0% | | **Net Loss** | **$(5,339,799)** | **$(2,223,255)** | **140.2%** | - The **62.0%** increase in R&D expenses was primarily driven by a **$0.58 million** increase in lab supply expense and a **$0.07 million** increase in recruitment costs for the Phase 2 clinical trial[82](index=82&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is strained with working capital decreasing to **$5.2 million**, and management expresses substantial doubt about its ability to continue as a going concern Liquidity Metrics | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,228,789 | $547,890 | | Investments held in marketable securities | $7,884,132 | $10,184,701 | | Working capital | $5,173,241 | $7,395,815 | - The company anticipates continued net losses and negative cash flows, believing it may not have sufficient cash for at least **twelve months**, raising substantial doubt about its ability to continue as a going concern[89](index=89&type=chunk) - Net cash used in operating activities was **$2.8 million** in Q1 2025, while net cash from financing activities was **$1.1 million**, primarily from an ATM offering and option exercises[92](index=92&type=chunk)[93](index=93&type=chunk)[95](index=95&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[100](index=100&type=chunk) [Controls and Procedures](index=25&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 31, 2025, due to continued material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2025[103](index=103&type=chunk) - Material weaknesses in internal control over financial reporting continued to exist, including lack of adherence to formal policies, risk assessment, effective controls for reporting and disclosures, and accounting for warrants[105](index=105&type=chunk)[108](index=108&type=chunk) - A remediation plan is being implemented, which includes oversight by the CFO, engagement of an external consulting firm, and documentation of key controls[105](index=105&type=chunk)[108](index=108&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Risk Factors](index=27&type=section&id=ITEM%201A.%20Risk%20Factors) Investors are advised to review the risk factors detailed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - Investors are advised to review the risk factors included in the company's Annual Report on Form 10-K for the year ended December 31, 2024[110](index=110&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the three months ended March 31, 2025 - There were no unregistered sales of equity securities during the first quarter of 2025[111](index=111&type=chunk) [Exhibits](index=27&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer - Exhibits filed with the report include CEO and CFO certifications (**31.1, 31.2, 32.1**) and XBRL data files[112](index=112&type=chunk) [Signatures](index=28&type=section&id=SIGNATURES)

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 March 31, 2025 ☐ 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 001-41952 Telomir Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Florida 8 ...