Product Development and Market Launch - The ALLY Robotic Cataract Laser System received FDA clearance in June 2022 and was launched in August 2022, targeting U.S. and EU cataract surgeons[27]. - The ALLY System received FDA clearance in June 2022 and began a controlled launch in August 2022, now available to U.S. and EU cataract surgeons, with regulatory clearance in India, Taiwan, and South Korea[42]. - The ALLY System's compact design allows seamless switching between laser and phacoemulsification without moving patients, improving surgical workflow[44]. - The proprietary robotic imaging technology allows for precise treatment planning, achieving 99% of patients with toric IOLs corrected within 0.5 diopters of target[52]. - The company aims to address the limitations of competing laser systems by providing advanced imaging and measurement technologies to improve surgical outcomes[39]. Market Trends and Projections - The global cataract surgery market is projected to grow from 33.1 million procedures in 2025 to 39.6 million in 2030, with U.S. procedures increasing from 5.1 million to approximately 5.9 million in the same period[28]. - In 2025, only 1 million global cataract surgeries are expected to utilize laser technology, increasing to an estimated 1.2 million by 2030[28]. - The 2025 Cataract Surgical Equipment Market Report estimates 2,085 cataract laser systems installed by the end of 2025, with projections to grow to over 2,475 by 2030[45]. Financial Performance and Projections - The company reported net losses of $34.3 million and $31.4 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $177.6 million as of December 31, 2025[126]. - The company expects to continue incurring operating losses in the near-term future due to investments in commercial and clinical infrastructure, regulatory clearances, and research and development[126]. - One customer accounted for approximately 13% of the company's revenue for the year ended December 31, 2025, indicating significant customer concentration risk[138]. - The company anticipates that its current cash and cash equivalents, along with future sales, will be sufficient to operate for at least one year from the issuance of the financial statements[140]. Regulatory Compliance and Challenges - The company’s medical devices are classified as Class II and require 510(k) clearance from the FDA, which typically takes three to twelve months[70][72]. - Regulatory compliance is critical, as failure to meet FDA requirements can lead to sanctions, including product recalls and operational restrictions[79][78]. - The EU has transitioned to the new Medical Devices Regulation (EU) No 2017/745, affecting the regulatory landscape for medical devices marketed in Europe[82]. - The company must also comply with extensive regulations in foreign markets, which can vary significantly in terms of approval timelines and requirements[80]. - Regulatory compliance failures could lead to enforcement actions, including fines, recalls, and production shutdowns, negatively impacting sales and reputation[217][220]. Competition and Market Position - The company faces significant competition from major players like Alcon Inc. and Bausch + Lomb, which are also focused on product innovation and market expansion[65][66]. - Bausch + Lomb plans to launch a second-generation femtosecond laser, SeeLyra™, in the second half of 2026, which may compete directly with the ALLY System[66]. - The company anticipates increased competition from established players in the medical device industry, particularly with the upcoming launch of Bausch + Lomb's second-generation femtosecond laser, SeeLyra™, expected in late 2026[151]. Operational Efficiency and Challenges - The ALLY System is designed to save up to 17 minutes for surgeons, 19 minutes for surgical staff, and 51 minutes for patients during procedures, enhancing efficiency and patient throughput[47]. - The company faces challenges in expanding its U.S. sales and marketing organization, which is critical for future revenue growth[136]. - Supply chain disruptions have negatively impacted gross margins, and tariffs have increased costs on various components of the ALLY System[139]. - The company faces significant supply chain disruptions, particularly in the availability and pricing of component parts, including integrated circuits, which may impair its ability to meet customer demand for the ALLY System[148]. Intellectual Property and Innovation - The company holds approximately 292 issued patents and 105 pending patent applications globally, covering key aspects of its technology[55]. - The company is actively pursuing additional patent rights related to its ALLY System to enhance its competitive position in the market[64]. - The company's patents are expected to expire between 2026 and 2040, with some design patents expiring in 2046, but no individual patent expiration is expected to materially affect the business[62]. Risks and Liabilities - The company is subject to various healthcare fraud and abuse laws, which could result in significant fines and penalties if violated, impacting financial resources and operations[99]. - Product liability claims could lead to substantial liabilities and affect commercialization efforts, potentially harming financial condition[168]. - The company does not carry specific hazardous waste insurance, exposing it to significant liabilities in case of contamination[171]. - The company faces potential investigations and sanctions from regulatory bodies if deemed to have engaged in off-label promotion[225]. Employee and Organizational Structure - The company has approximately 150 employees, with over 35% having been with the company for five or more years and a turnover rate of approximately 10% in 2025[115][116]. - The company is committed to aligning executive compensation with stockholder interests and provides equity benefits to all employees[120]. - The company has engaged outside consulting firms to evaluate the effectiveness of its compensation and benefits programs[116].

Joint Ventures and Projects - The Company entered into a Joint Venture Agreement for the Phosagmex Project in Mexico, focusing on developing a strategic fertilizer production project based on high-quality subsea phosphate resources [150]. - The Phosagmex Project includes a rich deposit of phosphate sands located 70-90 meters deep, which is commercially viable for extraction and beneficial for agricultural development in Mexico and North America [151]. - The Phosagmex joint venture was formalized on June 4, 2025, with the Company and CapLat as equal partners [152]. - The exploration license for the Lihir Gold Project covers a subsea area with prospective gold targets, with an 85.6% interest held by the Company in the Bismarck Mining Corporation [171]. - Offshore survey and mapping operations for the Lihir Gold Project were completed in 2022, producing a high-resolution acoustic terrain model of the seafloor [175]. - The Company has developed a comprehensive project plan for the Lihir Gold Project, identifying specific target areas for future geological and environmental sampling [175]. - The Company is advancing work to develop recovery systems for harvesting high-quality seafloor polymetallic nodules in the Ocean Minerals, LLC Project [168]. - The CIC project has commenced offshore explorations with positive early results, informing ongoing operational functions for a longer-term operation [165]. Financial Performance - Total revenue for the year ended December 31, 2025 was $0.4 million, a decrease of 54% compared to $0.8 million in 2024 [194]. - Net loss for the year ended December 31, 2025 was $48.5 million, compared to a net income of $6.2 million in 2024, representing a change of 375.2% [193]. - Total other expenses for 2025 were $35.0 million, a significant increase of $53.3 million compared to $18.3 million in 2024 [198]. - Cash at the end of the period was $3.5 million, down from $4.8 million at the beginning of the year, reflecting a net decrease of $1.3 million [203]. - Net cash used in operating activities for 2025 was $8.8 million, an increase of approximately $9.5 million compared to cash provided of $0.6 million in 2024 [204]. - The total consolidated book value of assets was approximately $15.8 million at December 31, 2025, which included the cash balance of $3.5 million [190]. Debt and Financing Activities - The Company recorded interest expenses of $1.4 million and $1.8 million for the years ended December 31, 2025 and 2024, respectively, from the amortization of the debt discount [228]. - The March 2023 Note had a principal amount of up to $14.0 million, with a debt discount of $3.7 million amortized over its term [212][213]. - The December 2023 Notes had a principal amount of up to $6.0 million, with $3.75 million issued on December 1, 2023, and $2.25 million on December 28, 2023 [229]. - The Company entered into amendments to the March 2023 and December 2023 Notes, including a second-priority security interest in collateral securing the March 2023 Notes [225]. - The Company settled a Vendor Note Payable of $0.5 million for a cash payment of $250,000 and an assignment of equipment, resulting in a gain on debt extinguishment of $0.6 million [247]. - The principal balance of the EIDL Loan was $0.2 million as of December 31, 2025, with interest accruing at 3.75% per annum [245]. - The Company incurred $65,500 in related expenses for the December 2023 Note Purchase Agreement, amortized over the term and charged to interest expense [236]. - The Company issued a convertible promissory note to Mr. Pignatelli for $0.5 million, which was converted into 152,461 shares of Common Stock, with the balance of the note being zero as of December 31, 2024 [255]. Legal and Regulatory Matters - The Company was awarded $37.1 million in an arbitral award under NAFTA for breaches by Mexico, with interest accruing from October 2018 until payment is made [160]. - The company received an arbitral award of $37.1 million from Mexico for breaching obligations under NAFTA, with additional interest to be compounded annually [272]. - Odyssey submitted an Unsolicited Request for Lease Sale of Marine Mineral Exploration and Development Rights to BOEM on November 6, 2025 [182]. - The proposed lease area is highly prospective for heavy mineral sands rich in titanium, zirconium, and rare earth elements, critical for U.S. national defense and manufacturing [183]. Stock and Equity Transactions - The company issued 7,377,912 shares of common stock at a price of $0.55 per share, raising approximately $4.1 million on December 23, 2024 [256]. - As of December 31, 2024, the company issued 1,028,671 shares of Common Stock to 37North as a result of converting $1.2 million of outstanding indebtedness [253]. - During the year ended December 31, 2025, holders of the SPA options exercised their options to purchase 6,975,488 Additional SPA Shares for a total of $7.7 million [261]. - As of December 31, 2025, holders of the March 2023 AR Notes converted $14.5 million of indebtedness into 12,051,669 shares of Common Stock, resulting in no outstanding March 2023 AR Notes [227]. Fair Value and Derivative Instruments - The fair value of the litigation financing obligation was recorded at $63.3 million, reflecting a change of $6.2 million from the previous year [274][276]. - The fair value of the derivative financial instruments is subject to significant judgment and estimates, with changes in fair value reported in the statements of operations [280]. - The estimated fair value of the 2022 and December 2023 Warrants was calculated using a Black-Scholes model, incorporating expected stock volatility and risk-free interest rates [281]. - The fair value of the embedded derivative liability related to the share settled redemption feature of the 37N Note was determined using a risk-adjusted discount rate [282]. - The Company estimated the fair value of the concession rights contributed to Phosagmex to be $1.9 million as of August 29, 2025 [283]. Market Risk and Sensitivity - The Company has not entered into any market risk sensitive instruments and does not believe it has material market risk exposure [287].

Financial Performance - Revenue for Q4 2025 was $529.6 million, a decrease of 0.9% from Q4 2024[5] - Net loss for Q4 2025 totaled $39.8 million, or $1.15 per diluted share, compared to net income of $9.3 million, or $0.24 per diluted share in Q4 2024[5] - Total revenue for fiscal 2025 was $2.1 billion, a decrease of 1.4% from fiscal 2024[5] - Net loss for fiscal 2025 was $48.7 million, or $1.40 per share, compared to net income of $58.3 million, or $1.46 per diluted share in fiscal 2024[5] - Operating income for the quarter was a loss of $14.0 million, compared to an operating income of $44.1 million in the same quarter last year[15] - Net income for the quarter ended February 3, 2026, was a loss of $39.8 million, compared to a net income of $9.3 million in the prior year[15] - Adjusted net income for the fiscal year ended February 3, 2026, was $(12.0) million, or $(0.35) per share[27] Sales and Revenue Breakdown - Comparable store sales decreased by 3.3% in Q4 2025; excluding Winter Storm Fern, the decrease would have been approximately 1.5%[5] - Comparable store sales for fiscal 2025 decreased by 5.0% compared to fiscal 2024[5] - Entertainment revenues for the quarter ended February 3, 2026, were $313.0 million, representing a 59.1% contribution to total revenues, compared to $335.0 million and 62.7% in the prior year[15] - Food and beverage revenues increased to $216.6 million, accounting for 40.9% of total revenues, up from $199.6 million and 37.3% year-over-year[15] - Total revenues for the fiscal year ended February 3, 2026, were $2,102.8 million, a slight decrease from $2,132.7 million in the previous year[15] EBITDA and Cash Flow - Adjusted EBITDA for Q4 2025 was $111.4 million, down from $127.2 million in Q4 2024; management estimates a $5 million impact from Winter Storm Fern[5] - Adjusted EBITDA for fiscal 2025 was $436.6 million, down from $506.2 million in fiscal 2024[5] - Adjusted EBITDA for the quarter was $111.4 million, representing 21.0% of total revenues, compared to $127.2 million and 23.8% in the previous year[21] - Net cash provided by operating activities for the fiscal year was $290.8 million, down from $312.3 million in the previous year[18] Store Operations - The company opened 11 new stores in fiscal 2025, including two in Q4[5] - The company-owned stores at the end of the period increased to 243, up from 232 in the prior year[15] - Store operating income before depreciation and amortization for the quarter was $139.2 million, representing 26.3% of total revenues[24] Expenses and Liabilities - General and administrative expenses for the quarter were $27.9 million, compared to $18.9 million in the previous year[24] - Depreciation and amortization expense for the quarter was $88.0 million, up from $64.0 million year-over-year[24] - Total debt as of February 3, 2026, was $1,555.2 million, resulting in a net total leverage ratio of 3.3x[25] - Other charges and gains for the quarter totaled $33.1 million, compared to $21.3 million in the previous year[24] - Pre-opening costs for the quarter were $4.2 million, compared to $6.1 million in the previous year[24] Future Outlook - The company expects to deliver an increase in same-store sales, revenue, and Adjusted EBITDA in fiscal 2026, along with generating over $100 million in free cash flow[7]

Financial Performance - VolitionRx reported significant growth in revenue, with a year-over-year increase of 25% in Q3 2023[20]. - The company anticipates a revenue guidance of $5 million to $6 million for Q4 2023, indicating a strong finish to the year[20]. - The company reported a 15% reduction in operational costs due to improved efficiencies in its testing processes[20]. Market Expansion - The company is actively expanding its market presence in Europe, with plans to enter three new countries by the end of 2024[20]. - VolitionRx plans to increase its workforce by 20% in 2024 to support its growth initiatives and product development[20]. Product Development - The company is focused on expanding product development and sales capabilities, which may lead to challenges in managing growth[15]. - New product launches are expected to include two additional diagnostic tests in early 2024, aimed at enhancing the company's portfolio[20]. - VolitionRx is investing $2 million in R&D for the development of next-generation diagnostic technologies[20]. Regulatory and Competitive Environment - The company is actively seeking necessary regulatory approvals for future products to ensure market entry[15]. - Future product acceptance in the marketplace remains uncertain, influenced by competitive dynamics in the diagnostics market[15]. - The company emphasizes the importance of protecting its intellectual property and trade secrets in a competitive environment[15]. Risks and Uncertainties - The fiscal year ended December 31, 2025, includes forward-looking statements that are subject to risks and uncertainties[13]. - Actual results may differ from forward-looking statements due to additional risks and uncertainties not currently identified[16]. - Macroeconomic and geopolitical conditions may exert pressure on the company's operations and financial performance[15]. - There are material weaknesses identified in the internal control over financial reporting, which could affect financial results[15]. - The company reported a significant dependence on third-party distributors, which may impact sales and marketing efforts[15]. Customer Engagement - The company has seen a 30% increase in customer engagement through its digital platforms, enhancing user experience[20]. - VolitionRx achieved a milestone of 10,000 tests processed in a single month, reflecting a 40% increase in user data compared to the previous quarter[20]. Strategic Partnerships - VolitionRx is exploring strategic partnerships for potential acquisitions to bolster its market position and technology capabilities[20].

_____________________________________ FORM 10-K _____________________________________ Table of Contents (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Or 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 001-37503 _________________________________ ...

Debt Management - The company reduced its total outstanding indebtedness from $1.8 billion at December 31, 2024, to $1.4 billion at December 31, 2025[330] - The company anticipates that the reduction of indebtedness will remain a key priority for the foreseeable future[330] - The Company's debt structure included borrowings of $1.4 billion as of December 31, 2025, primarily from Senior Notes and Senior Secured Second Lien Notes[419] Investment Performance - Total securities and other investments owned increased from $282.3 million in 2024 to $446.8 million in 2025, representing a growth of 58.2%[344] - The carrying value of Babcock & Wilcox Enterprises, Inc. common stock rose to $174.0 million in 2025, accounting for 38.9% of total securities and other investments owned[344] - The carrying value of investments in other private equities increased from $107.6 million in 2024 to $135.6 million in 2025, reflecting a growth of 26.0%[347] - The carrying value of partnership interests and other securities increased from $15.9 million in 2024 to $41.9 million in 2025, a growth of 163.5%[348] - The company’s investment approach is value-oriented, emphasizing complex transactions consistent with its investment philosophy[334] Revenue and Income - Total revenues increased by approximately $221.2 million to $967.6 million for the year ended December 31, 2025, compared to $746.4 million for the year ended December 31, 2024, representing a 29.6% increase[362] - Revenue from trading gains increased by $182.5 million, while revenue from fair value adjustments on loans increased by $325.1 million[362] - Services and fees revenue decreased by $149.5 million, with notable declines in the Wealth Management segment ($39.4 million) and the Capital Markets segment ($32.3 million)[363] - Operating income improved to $75.6 million for the year ended December 31, 2025, compared to a loss of $497.5 million in the previous year[357] - Net income for the year ended December 31, 2025, was $310.3 million, a significant recovery from a net loss of $774.9 million in 2024[357] Compliance and Regulatory Matters - The company filed its 2024 10-K on September 19, 2025, after receiving multiple Staff Determination Letters from Nasdaq for non-compliance[349] - The Company regained compliance with Nasdaq's Periodic Filing Rule on January 27, 2026, after timely filing its Q1, Q2, and Q3 reports[353] - Nasdaq imposed a "Mandatory Panel Monitor" for one year, requiring the Company to meet periodic filing requirements to avoid delisting[353] - The Company is subject to conditions outlined in the Decision Letter from the Nasdaq Hearings Panel to maintain its listing[352] - Future compliance with Nasdaq's continued listing requirements is uncertain, as there is no assurance the Company will file reports timely[354] Cash Flow and Expenditures - Net cash used in operating activities was $59.7 million for the year ended December 31, 2025, a decrease of $323.3 million compared to $263.6 million provided in 2024[423] - Cash provided by investing activities was $311.5 million for the year ended December 31, 2025, down from $440.5 million in 2024, primarily due to reduced proceeds from business sales[424] - Cash used in financing activities was $279.4 million for the year ended December 31, 2025, compared to $671.9 million in 2024, reflecting a net increase in debt-related proceeds[425] - The Company had $226.6 million of unrestricted cash and cash equivalents as of December 31, 2025[416] - The Company expects capital expenditures to be less than $7.0 million for the next twelve months[415] Segment Performance - The company operates in seven reportable business segments, including Capital Markets, Wealth Management, and Consumer Products[331] - Capital Markets segment revenues decreased by approximately $32.3 million to $154.4 million in 2025 from $186.8 million in 2024, driven by declines in corporate finance, consulting, and investment banking fees[364] - Wealth Management segment total revenues fell by $25.2 million to $175.6 million in 2025, a decrease of 12.5%, with brokerage revenues down 24.3% and advisory revenues down 34.7%[365] - Lingo segment revenues decreased by $31.7 million to $164.1 million in 2025, primarily due to a $24.8 million drop in subscription revenue following the divestiture of its wholesale carrier business[366] - magicJack segment revenues decreased by $4.5 million to $36.7 million in 2025, attributed to a decline in active subscription customers and APP users[368] Expenses and Cost Management - Total selling, general and administrative expenses decreased by $89.7 million to $599.7 million for the year ended December 31, 2025, down from $689.4 million in 2024, representing a 13.0% decline[383] - Direct cost of services decreased by $74.5 million to $139.4 million in 2025, primarily due to reductions in the Lingo segment and the sale of Atlantic Coast Recycling[380] - Cost of goods sold decreased by $22.3 million to $145.4 million in 2025, mainly due to lower sales across all products in the Consumer Products segment[381] - The Capital Markets segment's expenses decreased by $0.4 million to $170.1 million, primarily due to a $3.2 million reduction in employee compensation and benefits[384] - Wealth Management segment expenses decreased by $34.0 million to $160.3 million, largely due to a $30.4 million reduction in employee compensation following the sale of part of the business[385] Taxation and Impairment - The effective income tax benefit rate was (4.3%) for the year ended December 31, 2025, compared to 2.4% for the year ended December 31, 2024[406] - Income from discontinued operations for GlassRatner and Farber was $70.8 million for the year ended December 31, 2025, compared to $21.6 million for the year ended December 31, 2024[409] - The Company recorded non-cash impairment charges of $105.4 million during the year ended December 31, 2024, including $84.3 million related to goodwill and $5.0 million related to tradenames[441] - An impairment charge of $1.5 million was recognized for the Targus tradename in the Consumer Products segment at June 30, 2025, based on a 3.5% growth rate and a discount rate of 22.2%[440] - As of December 31, 2025, a valuation allowance for deferred tax assets was recorded, indicating that it is more likely than not that these assets will not be realized[447] Fair Value and Tax Legislation - The Company has a fair value measurement hierarchy, with Level 1 inputs being the highest priority, including unadjusted quoted prices in active markets[433] - The Company performed a quantitative assessment for goodwill and other intangible assets at December 31, 2025, concluding no goodwill impairment was necessary[439] - Deferred tax assets are recognized if their realizability is determined to be more likely than not, and management regularly reviews these assets[446] - The Company’s provision for income taxes includes current and deferred taxes, which are based on estimates that may differ from actual results[449] - The Company continues to monitor evolving tax legislation, including the Pillar Two directive establishing a 15% minimum effective tax rate for multinational enterprises[445]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ FORM 10-K _____________________________________ (Mark One) x 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 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 001-37503 _________________________________ ...

Financial Results Announcement - VolitionRx Limited announced its financial results for the quarter and fiscal year ended December 31, 2025, during a press release on March 31, 2026[6]. - The company confirmed a conference call scheduled for April 1, 2026, at 8:30 a.m. U.S. Eastern Time to discuss these results[6]. - Specific financial metrics and performance data were not detailed in the provided content, but the press release is expected to contain this information[6].

Sales and Revenue - J.Jill generated approximately 52% of total net sales through its Retail channel and approximately 48% through its Direct channel for Fiscal Year 2025[31]. - Sales through the Direct channel, which includes ecommerce, accounted for approximately 48% of total net sales for Fiscal Year 2025[87]. - Net sales for the fiscal year ended January 31, 2026, were $596,549,000, a slight decrease from $610,857,000 in the prior year[221]. - In Fiscal Year 2025, 49% of J.Jill's gross sales were generated by its credit card holders, highlighting the effectiveness of its loyalty program[53]. - The total company comparable sales measure includes sales from retail stores open for more than 52 weeks and the Direct channel, highlighting existing store performance[212]. Customer Experience and Engagement - Omnichannel customers comprised approximately 24% of J.Jill's active customer base for Fiscal Year 2025, maintaining a steady percentage from previous years[26]. - The customer contact center managed approximately 3 million customer interactions in Fiscal Year 2025, enhancing customer experience across all channels[58]. - J.Jill's product design process is customer-centric, leveraging extensive customer feedback to ensure alignment with customer preferences[43]. - The company offers a high-touch customer experience through 256 stores nationwide and a robust e-commerce platform[209]. Store Operations and Expansion - J.Jill operated 256 stores across 42 states as of January 31, 2026, with a net addition of four new stores in Fiscal Year 2025[34]. - The company plans to strategically open new stores targeting an ultimate fleet size of approximately 300 stores, focusing on lifestyle centers and premium malls[49]. - A significant portion of stores are located in shopping malls, making sales highly dependent on mall traffic, which has been declining due to increased online shopping[100]. - The company has a distribution and customer contact center in Tilton, New Hampshire, covering 520,000 square feet, leased until September 2030[189]. Financial Performance and Metrics - Net income for the fiscal year ended January 31, 2026, was $27,891,000, a decrease from $39,483,000 in the previous year[221]. - Adjusted EBITDA for the fiscal year ended January 31, 2026, was $84,342,000, down from $107,140,000 in the fiscal year ended February 1, 2025[221]. - Adjusted EBITDA margin decreased to 14.1% for the fiscal year ended January 31, 2026, compared to 17.5% in the previous year[221]. - Depreciation and amortization expenses were $21,215,000 for the fiscal year ended January 31, 2026, compared to $21,337,000 in the previous year[221]. Supply Chain and Sourcing - J.Jill's products are sourced with approximately 81% through agents and 19% directly from suppliers, ensuring efficient product sourcing[54]. - Approximately 81% of products were sourced through agents in Fiscal Year 2025, with 51% sourced from Southeast Asia, indicating reliance on third-party suppliers[111][113]. - The company faces potential disruptions from geopolitical events, tariffs, and trade restrictions, which could increase costs and negatively impact operations[113][122]. - The company has no long-term supply contracts, making it vulnerable to supply chain disruptions and operational difficulties[112]. Risks and Challenges - The company faces risks related to macroeconomic conditions, which can adversely affect consumer discretionary spending and overall business performance[72]. - The company faces competitive pressures from various retailers, which may adversely affect sales and profitability due to increased promotional activities and pricing strategies[86]. - The ability to effectively manage inventory levels and merchandise mix is crucial, as excess inventory may lead to lower profitability while shortages could result in missed sales opportunities[105]. - The company is subject to risks related to technology infrastructure, which could lead to operational disruptions and negatively impact sales[97]. Corporate Governance and Compliance - The company is classified as a "smaller reporting company," which allows it to take advantage of reduced disclosure requirements until certain revenue or market value thresholds are met[131]. - The company may face significant legal and financial compliance costs due to its status as a public company, impacting operational focus[130]. - The company is no longer a "controlled company," which may affect its corporate governance structure and compliance requirements[132]. Employee and Labor Matters - J.Jill employs 1,039 full-time and 2,101 part-time associates as of January 31, 2026, with a focus on attracting and retaining diverse talent[62]. - The company has a strong commitment to employee benefits, including health insurance, 401(k) matching, and tuition assistance programs[71]. - Labor costs are influenced by external factors, including minimum wage laws, which could adversely impact financial results[166]. Technology and Cybersecurity - The company invests in protecting its trademarks and intellectual property, but there are no assurances against infringement claims[168]. - The company is actively managing cybersecurity risks through a cross-functional team and an Enterprise Risk Management program[186]. - The company has reported no current cybersecurity threats or incidents that materially affect its business as of the date of this filing[188]. Dividends and Shareholder Matters - The company expects to pay regular cash dividends on a quarterly basis, but these dividends may be modified, suspended, or discontinued at any time[135]. - In Fiscal Year 2025, the company declared a quarterly cash dividend of $0.08 per share, totaling $4.9 million in dividends paid[198]. - The company repurchased 266,891 shares of common stock at an average price of $14.32, with $14.1 million remaining under its stock repurchase authorization[203].

Company Overview and Challenges - The company is a clinical-stage biopharmaceutical firm with no completed pivotal clinical trials or marketing approvals for any drug candidates, leading to significant uncertainty regarding future success [215]. - The company has no approved drug products and does not anticipate generating revenue from drug sales for several years, if ever [226]. - The company has no marketed proprietary products and has not completed any Phase 3 clinical trials, making it challenging to assess its ability to independently develop and commercialize future product candidates [234]. - The company currently has two clinical-stage drug candidates, but it is impossible to predict when or if they will prove effective and safe or receive regulatory approval [237]. - The company has never commercialized a drug candidate, which may hinder its ability to successfully market its products without adequate expertise and resources [386]. Drug Development and Clinical Trials - The development of lasofoxifene aims to treat breast cancer by inhibiting estrogen receptor signaling, but there is limited data on its safety and efficacy [217]. - The company has paused further development of fosgonimeton after failing to meet primary and secondary endpoints in clinical trials, shifting focus to ATH-1105 for ALS treatment [220][225]. - ATH-1105 has completed a Phase 1 clinical trial demonstrating a favorable safety profile, with plans for future trials in ALS patients still under consideration [221]. - Clinical development is lengthy and expensive, with a high risk of failure at any stage, particularly in large-scale pivotal clinical trials [236]. - The company paused further development of the fosgonimeton product candidate after Phase 2 and Phase 2/3 trials failed to meet primary and secondary endpoints [238]. - The company may face significant delays in clinical trials due to various factors, including regulatory disagreements and challenges in patient recruitment [244]. - Patient enrollment in clinical trials is critical, and difficulties in recruiting eligible patients could delay development timelines and increase costs [266]. - Topline data from clinical trials may change as more patient data become available, and preliminary results should be viewed with caution until final data is available [261]. - The company may experience delays in announcing topline data for drug candidates due to data processing or analysis issues, potentially harming its financial condition [265]. Regulatory and Compliance Risks - There is a risk that the company's drug candidates may not receive regulatory approval, which could jeopardize ongoing operations [232]. - The regulatory approval processes for drug candidates are lengthy and unpredictable, which could materially impair the company's ability to generate revenue [305]. - The company has not submitted for or obtained regulatory approval for any drug candidate, and there is a risk that none will ever receive approval [307]. - The lengthy approval process and unpredictability of clinical trial results may result in the company failing to obtain regulatory approval, significantly harming its business [310]. - Regulatory authorities may impose significant limitations on approved drug candidates, affecting their commercial potential [309]. - The company may face delays in obtaining regulatory approvals in foreign jurisdictions, impacting its market potential [319]. - Ongoing regulatory obligations and continued review may result in significant additional expenses for the company [320]. - The FDA's ability to review and approve new products may be affected by various factors, including changes in administration, agency leadership, and budget cuts, which could lead to delays in regulatory submissions [324]. - The FDA strictly regulates promotional claims for drug products, and any violations could result in significant penalties, impacting the company's ability to commercialize drug candidates [322]. Financial Condition and Funding - The company reported net losses of $105.6 million and $96.9 million for the years ended December 31, 2025, and 2024, respectively, with an accumulated deficit of $511.8 million as of December 31, 2025 [291]. - The company expects significant commercialization expenses if marketing approval is obtained for current or future product candidates [278]. - The company anticipates needing to raise substantial additional capital to advance product candidates through later-stage clinical development, which may lead to dilution for existing shareholders [280]. - The company is currently ineligible to file registration statements on Form S-3, which may impair its ability to raise capital on favorable terms until December 2026 [289]. - The company has federal net operating loss carryforwards of approximately $259.8 million generated after the 2017 tax year, which will carry forward indefinitely but are subject to an 80% limitation on taxable income [301]. - The company has devoted most of its financial resources to research and development, with no revenue generated from drug product sales to date [292]. - The company expects to incur significant expenses and operating losses in the foreseeable future due to ongoing research and development activities [293]. - The company may face challenges in accessing additional capital due to external economic factors, including inflation and global conflicts, which could negatively impact its financial condition [285]. - Substantial additional funding will be required to finance operations and drug development, and failure to secure this funding may lead to delays or reductions in programs [277]. Market and Competitive Landscape - The company faces intense competition in the biotechnology and pharmaceutical industries, which could negatively impact its commercial opportunities [270]. - The anticipated benefits of the corporate rebranding may not be realized, potentially disrupting ongoing business and affecting stock price [275]. - The demand for drug candidates and the ability to set fair prices may be constrained by ongoing regulatory scrutiny and legislative changes [346]. - The approval and reimbursement decisions by government authorities and third-party payors are critical for the successful commercialization of drug candidates [396]. - The company may experience challenges in obtaining adequate reimbursement levels, which could limit the ability to realize a sufficient return on investment [399]. Legal and Compliance Risks - The company may face significant litigation and regulatory investigations related to business transactions or negative events, which could adversely affect its operations and cash resources [258]. - The company has contractual obligations to indemnify directors and officers, which could lead to material costs impacting its financial condition [259]. - Washington State University is reviewing claims of potential research misconduct involving the former CEO, which may affect the company's reputation and business [260]. - The company may face significant penalties and legal challenges under various federal and state healthcare laws, impacting operational capabilities [352]. - The company is exposed to risks related to misconduct by employees and third parties, which could lead to significant penalties and reputational harm [353]. Intellectual Property and Market Risks - The patent application process is fraught with uncertainties, and there is no guarantee that patents will be issued or provide adequate protection against competitors [408]. - The company may face difficulties in enforcing intellectual property rights, especially in jurisdictions with weaker protections [403]. - The potential expiration of patents before commercialization could limit the company's ability to exclude competitors from the market [411]. - The company must navigate complex legal and regulatory environments that may affect its ability to protect its proprietary technologies and drug candidates [404].