Acquisitions and Investments - The company has completed two acquisitions in the sustainable Bitcoin mining industry, now operating three facilities with a total of 1,120 BITMAIN Antminer S19j units[162]. - The acquisition of Radical Clean Solutions, Inc. was completed, increasing the company's ownership from 14% to 100%, allowing full control over RCS[196]. - The acquisition of a bitcoin mining facility in Alberta, Canada, was completed for $1.5 million, enhancing the Company's operational capabilities[207]. - A second acquisition in Ohio was made for $4.55 million, including 900 S-19 J Pro BITMAIN Antminers, with a power purchase agreement at $0.04 per kWh[208]. - The Company has entered into a $50 million financing facility with institutional investors, utilizing part of the first tranche for acquisitions[216]. - Net cash used in investing activities was $4,765,000 for the acquisition of Bald Eagle Bitcoin Mining[240]. Financial Performance - The Company reported gross sales of $71,162 from the sale of 12 hydroxyl generating devices for the three months ended March 31, 2025, with no sales recorded in the same period of 2024[231]. - Operating expenses increased by $798,789 or 59% to $2,139,789 for the three months ended March 31, 2025, primarily due to increased wages and salaries, research and development, and investor relations expenses[232]. - The Company recorded a net loss of $145,455 for the three months ended March 31, 2025, with an accumulated deficit of $60,927,574 as of the same date[233]. - Net cash used in operating activities was $2,172,409 for the three months ended March 31, 2025, compared to $1,309,334 for the same period in 2024, reflecting a decrease of $863,075[237]. - The Company held $1,351,983 in cash as of March 31, 2025, an increase from $489,868 as of December 31, 2024[234]. - Net cash provided by financing activities was $8,188,000 for the three months ended March 31, 2025, compared to $1,000,000 for the same period in 2024[241]. - The Company plans to seek additional capital through debt or equity financing to fund operations over the next twelve months, raising substantial doubt about its ability to continue as a going concern[236]. - The Company experienced a significant improvement in the fair value of derivative liabilities by $3,000,680 due to conversions and stabilizing stock prices[244]. Product Development and Commercialization - The UN(THINK) Awakened Flour™ product line has been launched, providing over five times more fiber, up to two times more protein, and 23% less net carbs compared to conventional all-purpose flour[181]. - The patented CERES-MNG process allows for the production of baking flour that has 40 times more fiber, three times more protein, and 75% less net carbohydrates than standard flour[176]. - The company is advancing the commercialization of Hydroxyl clean room systems to reduce the spread of pathogens and diseases in processing facilities worldwide[189]. - The company is focusing on expanding its product range in the US and Canada while exploring international markets for its Hydroxyl devices[189]. - The company is developing several finished product prototypes, including a line of pancake mixes, which are ready for consumer testing[171]. - The Company generated its first revenue from the sale of RCS devices in late 2023 and signed an exclusive distribution agreement for the AgriFORCE/RCS hydroxyl generating devices in Mexico[197]. - The Company plans to expand its distribution network into Latin America and Asia by 2026[199]. Bitcoin Mining Operations - The Company has entered the sustainable Bitcoin mining industry, operating three facilities with a total of 1,120 BITMAIN Antminer S19j units, powered by sustainable energy[202]. - The average cost of Bitcoin mined is approximately $41,000, with specific costs of $56,000 in Alberta and $35,100 in Ohio[214]. - The Company has increased its hashrate by over 600% through recent acquisitions, positioning itself as a leader in sustainable energy and cryptocurrency innovation[217]. - The operations in Ohio are expected to create new job opportunities and enhance food security, addressing local challenges[218][219]. - The Company holds all mined Bitcoin in cold storage with BitGo, ensuring liquidity while maintaining a long-term holding strategy[211]. Technology Integration - The company plans to integrate artificial intelligence and blockchain into its FinTech systems for commercial farmers, enhancing financing capabilities[186]. - The Company is at the development stage and anticipates needing additional financing to commercialize its technology and support growth[235].

For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-35147 Moatable, Inc. (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands Not Applicable ( ...

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 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: 001-41368 1847 HOLDINGS LLC (Exact name of registrant as specified in its charter) Delaware 38-3922937 ...

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[170]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[170]. - The company placed approximately $282.5 million of net proceeds in a Trust Account, which will be invested in U.S. government securities or money market funds until a business combination is completed[172]. - The company entered into a Subscription Agreement to raise up to $1.5 million for extension payments and working capital, with specific payments scheduled[182]. - The Sponsor may loan up to $1,500,000 to the Company under a promissory note, which may be convertible into warrants at the option of the Sponsor[213]. Business Combination and Extensions - The company extended the deadline to complete a business combination to July 30, 2024, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[179]. - In a subsequent meeting on January 29, 2024, shareholders approved an extension to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[181]. - On January 16, 2025, the company extended the business combination deadline to July 30, 2025, with 2,132,366 Class A ordinary shares redeemed for approximately $24.0 million[183]. - The Company entered into a business combination agreement with Tactical Resources Corp. and Plum III Merger Corp. on August 22, 2024, to amalgamate into one corporate entity[187]. - The Company has until July 30, 2025, to complete its Initial Business Combination, or it will face mandatory liquidation[206]. Financial Performance and Position - The Company recorded a net loss of $364,540 for the three months ended March 31, 2025, compared to a net loss of $148,236 for the same period in 2024, reflecting an increase in operating and formation costs[193][194]. - For the three months ended March 31, 2025, net cash used in operating activities was $285,965, compared to $215,423 for the same period in 2024, indicating higher operational expenses[195][196]. - As of March 31, 2025, the Company had cash of $93,483 held outside the Trust Account and a working capital deficit of $3,597,159, raising concerns about its ability to operate for the next 12 months[205]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with potential additional financing required for larger target businesses[202][204]. - The Company incurred significant costs in pursuit of its Initial Business Combination and may need to seek additional financing to complete it[204]. Shareholder Actions and Redemptions - Holders of 13,532,591 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.41 per share, totaling approximately $140,838,808[222]. - After redemptions, approximately $153,169,659 remained in the Company's trust account[222]. - The Company has classified all 28,250,000 Class A ordinary shares sold in the IPO outside of permanent equity due to redemption features[222]. Other Financial Matters - The Chief Financial Officer is entitled to a success fee of $50,000 contingent upon the closing of the Initial Business Combination[218]. - The Working Capital Loan was forgiven by the Sponsor on December 27, 2023, with an aggregate fair value of $123,500 upon forgiveness[224]. - The Company entered into a promissory note with the Sponsor for $100,000, which bears no interest and is to be repaid under specific conditions[216]. - The fair value of the embedded conversion feature within the Sponsor Promissory Note is de minimis[224]. - The Company adopted ASU 2023-07 on January 1, 2024, which has not had a material impact on its financial statements and disclosures[230]. Market Activity - Following a delisting from Nasdaq, the Company's Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025[190][191]. - The Original Sponsor has no further obligations post-closing of the Purchase Agreement, with the Sponsor assuming all responsibilities related to the company[186].

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit[170]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[170]. - The company placed approximately $282.5 million of net proceeds into a Trust Account, which will be invested in U.S. government securities[172]. - The company entered into a Subscription Agreement to raise up to $1.5 million for extension payments and working capital[182]. - The Original Sponsor and the Sponsor agreed to pay $112,500 in extension contributions for December 2023 and January 2024[185]. - The Sponsor may loan up to $1,500,000 to the Company under a promissory note, which may be convertible into warrants at the option of the Sponsor[213]. - The Company entered into a promissory note with the Sponsor for $100,000, which bears no interest and is to be repaid under specific conditions[216]. Business Combination and Operations - The company extended the deadline for completing a business combination to July 30, 2025, following shareholder approval[183]. - The Company entered into a business combination agreement with Tactical Resources Corp. and Plum III Merger Corp. on August 22, 2024, to amalgamate into one corporate entity[187]. - The Company has until July 30, 2025, to complete its Initial Business Combination, or it will face mandatory liquidation[206]. - The Company incurred significant costs in pursuit of its Initial Business Combination and may need additional financing to complete it[204]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with potential interest income to cover tax obligations[202]. Financial Performance - The Company recorded a net loss of $364,540 for the three months ended March 31, 2025, compared to a net loss of $148,236 for the same period in 2024, reflecting an increase in operating and formation costs[193][194]. - For the three months ended March 31, 2025, net cash used in operating activities was $285,965, compared to $215,423 for the same period in 2024, indicating higher operational expenses[195][196]. - The Company had cash of $93,483 held outside the Trust Account as of March 31, 2025, with a working capital deficit of $3,597,159, raising concerns about its ability to operate for the next 12 months[205]. - The Company recorded net cash provided by investing activities of $23,977,494 for the three months ended March 31, 2025, primarily due to cash withdrawn from the Trust Account[197]. Shareholder Activity - In the July 2023 Extraordinary General Meeting, shareholders redeemed 13,532,591 Class A ordinary shares for approximately $140.8 million[179]. - In the January 2024 Extraordinary General Meeting, shareholders redeemed 12,433,210 Class A ordinary shares for approximately $134.1 million[181]. - The holders of 13,532,591 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.41 per share, totaling approximately $140,838,808[222]. - After the redemptions, approximately $153,169,659 remained in the Company's trust account[222]. - The Company has 151,833 Class A ordinary shares subject to possible redemption remaining outstanding[222]. Financial Obligations and Compensation - The Chief Financial Officer is entitled to a success fee of $50,000 contingent upon the closing of the Initial Business Combination[218]. - The Company has recorded no additional compensation for the transfer of shares until an Initial Business Combination has been consummated[219]. - The aggregate fair value of the Working Capital Loan upon issuance was $219,441, which was forgiven by the Sponsor on December 27, 2023[224]. - As of March 31, 2025, the outstanding balance under the Sponsor Promissory Note was $1,454,867, and the Second Sponsor Promissory Note was $100,000[215][224]. Regulatory and Accounting Changes - The Company adopted ASU 2023-07 on January 1, 2024, which has not had a material impact on its financial statements and disclosures[230]. - The Company’s Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[191][190].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Commission File Number 001-40677 PLUM ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other jurisdiction of incorporation or organization) 2021 Fillmore St., #2089, San Francisco, CA 94115 (Address of principal executive offices) (Zip Code) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly perio ...

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 001-40677 PLUM ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other j ...

[Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) SWK Holdings reported strong Q1 2025 financial results, driven by significant net income growth and increased tangible book value [First Quarter 2025 Financial Results](index=1&type=section&id=First%20Quarter%202025%20Financial%20Results) SWK Holdings reported Q1 2025 GAAP net income of **$4.5 million** and a **10.5%** increase in non-GAAP tangible book value per share Q1 2025 vs Q1 2024 Key Financial Metrics | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $11.8 million | $11.4 million | +3.5% | | GAAP Net Income | $4.5 million | $0.5 million | +800% | | GAAP Diluted EPS | $0.37 | $0.04 | +825% | | Finance Receivables Segment Adjusted Non-GAAP Net Income | $8.6 million | $2.3 million | +274% | | GAAP Book Value Per Share | $23.94 | $22.42 | +6.8% | | Non-GAAP Tangible Financing Book Value Per Share | $21.73 | $19.66 | +10.5% | - The **$0.4 million** increase in total revenue was primarily due to a **$0.7 million** increase in Pharmaceutical Development segment revenue, which offset a **$0.3 million** decrease in Finance Receivables segment revenue[5](index=5&type=chunk) - CEO Jody Staggs noted that following a royalty monetization, the company's non-cash assets include approximately **$231.9 million** of gross finance receivables with a **14.5%** effective yield, plus **$4.7 million** in public equities and warrants, and the MOD3 Pharma division[4](index=4&type=chunk) - After the quarter closed, SWK monetized the majority of its royalty portfolio for approximately book value and subsequently paid a **$4.00 per share** dividend[8](index=8&type=chunk) [Portfolio Analysis](index=2&type=section&id=Portfolio%20Analysis) SWK's Q1 2025 portfolio activity included new loan commitments, significant royalty monetizations, and increased effective yield [Portfolio Status and Key Metrics](index=2&type=section&id=Portfolio%20Status%20and%20Key%20Metrics) SWK's Q1 2025 portfolio saw a new **$15.0 million** loan, a **$34.0 million** royalty sale, and an effective yield increase to **14.5%** - Key portfolio activities during the first quarter included: - A new **$15.0 million** term loan commitment to ImpediMed - An agreement to sell the majority of the royalty portfolio for **$34.0 million**, which closed in April 2025 - A final payment of **$12.2 million** from MolecuLight, satisfying its obligation - A **$17.3 million** payment from ANI Pharmaceuticals to buy out the Iluvien royalty[12](index=12&type=chunk) Portfolio Yields (Q1 2025 vs Q1 2024) | Yield Type | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Effective Yield | 14.5% | 14.2% | +30 bps | | Realized Yield | 15.5% | 16.3% | -80 bps | - As of March 31, 2025, the company had three finance receivables on nonaccrual status with a total carrying value of **$12.7 million**: Flowonix (**$7.4M**), Best ABT (**$2.3M**), and Ideal Implant (**$3.0M**)[14](index=14&type=chunk) Total Portfolio Investment Activity (in thousands) | | Three Months Ended March 31, 2025 | | :--- | :--- | | Beginning Portfolio | $ 282,706 | | Investment in finance receivables | 10,000 | | Paydowns received on investments & royalties | (32,693) | | Finance receivables held for sale | (31,678) | | Ending Portfolio | $ 227,776 | [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) This section details reconciliations of GAAP to non-GAAP financial measures, including adjusted net income and tangible book value [Reconciliation of GAAP to Non-GAAP Adjusted Net Income](index=3&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Adjusted%20Net%20Income) Non-GAAP adjusted net income for Q1 2025 reached **$8.1 million**, reflecting adjustments for non-cash items and one-time events Reconciliation to Non-GAAP Net Income (in thousands) | | Three Months Ended March 31, | | | :--- | :--- | :--- | | | **2025** | **2024** | | **Net income (GAAP)** | **$4,539** | **$468** | | Add: Loss on revaluation of finance receivables held for sale | $3,727 | — | | Add: Income tax expense | $1,278 | $229 | | Subtract: Realized gain on asset payoff | ($1,729) | — | | Other adjustments | $298 | $430 | | **Non-GAAP net income** | **$8,113** | **$1,137** | - Management adjusts for non-cash items such as changes in fair-market value of equities and warrants, income taxes (due to substantial NOLs), amortization, and foreign currency gains/losses to provide a clearer view of ongoing operations[16](index=16&type=chunk)[22](index=22&type=chunk) [Reconciliation to Finance Receivables Adjusted Non-GAAP Net Income](index=3&type=section&id=Reconciliation%20to%20Finance%20Receivables%20Adjusted%20Non-GAAP%20Net%20Income) Finance Receivables segment adjusted non-GAAP net income increased to **$8.6 million** in Q1 2025, isolating core business profitability Finance Receivables Segment Adjusted Non-GAAP Net Income (in thousands) | | Three Months Ended March 31, | | | :--- | :--- | :--- | | | **2025** | **2024** | | **Non-GAAP net income** | **$8,113** | **$1,137** | | Add: MOD3 operating loss, excluding amortization | $536 | $1,166 | | **Finance Receivables segment adjusted non-GAAP net income** | **$8,649** | **$2,303** | - This non-GAAP measure is designed to show the profitability of the core Finance Receivables segment by eliminating the operating results of the MOD3 pharmaceutical development segment[18](index=18&type=chunk)[23](index=23&type=chunk) [Reconciliation of GAAP to Non-GAAP Tangible Finance Book Value Per Share](index=4&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Tangible%20Finance%20Book%20Value%20Per%20Share) Non-GAAP tangible financing book value per share rose **10.5%** to **$21.73**, reflecting adjustments for non-core assets Non-GAAP Tangible Finance Book Value Per Share Reconciliation | | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **GAAP book value per share** | **$23.94** | **$22.42** | | Less: Deferred tax assets, net | ($1.82) | ($2.25) | | Less: Intangible assets, net & MOD3 PP&E | ($0.40) | ($0.90) | | Plus: Contingent consideration payable | $0.00 | $0.39 | | **Non-GAAP Tangible book value per share** | **$21.73** | **$19.66** | - Management views non-GAAP tangible financing book value per share as a relevant metric to value the Company's core finance receivable business by removing deferred tax assets and the net asset value of the MOD3 division[11](index=11&type=chunk)[23](index=23&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated balance sheets, income statements, and cash flow statements [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Total assets were **$331.3 million** as of March 31, 2025, reflecting increased cash, reclassified finance receivables, and reduced liabilities Selected Balance Sheet Data (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $29,809 | $5,927 | | Finance receivables, net | $223,076 | $277,760 | | Finance receivables... held for sale | $33,990 | $0 | | **Total assets** | **$331,264** | **$332,235** | | Revolving credit facility | $0 | $6,233 | | **Total liabilities** | **$38,595** | **$43,545** | | **Total stockholders' equity** | **$292,669** | **$288,690** | [Unaudited Condensed Consolidated Statements of Income](index=7&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20INCOME) Q1 2025 total revenues reached **$11.8 million**, with net income significantly increasing to **$4.5 million** due to credit loss benefits and asset gains Selected Income Statement Data (in thousands) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Total revenues | $11,832 | $11,360 | | Provision (benefit) for credit losses | ($1,465) | $5,297 | | Income from operations | $8,113 | $1,079 | | Realized gain on early payment of finance receivable | $1,729 | $0 | | Loss on revaluation of finance receivables held for sale | ($3,727) | $0 | | **Net income** | **$4,539** | **$468** | | **Diluted EPS** | **$0.37** | **$0.04** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The company generated **$8.3 million** in operating cash flow and saw a **$23.9 million** net increase in cash during Q1 2025 Summary of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $8,280 | $4,430 | | Net cash provided by investing activities | $22,702 | $9,181 | | Net cash used in financing activities | ($7,100) | ($13,349) | | **Net increase in cash** | **$23,882** | **$262** | | **Cash at end of period** | **$29,809** | **$5,498** | [Other Information](index=4&type=section&id=Other%20Information) This section details the upcoming conference call and provides an overview of SWK Holdings' business model [Conference Call and Company Information](index=4&type=section&id=Conference%20Call%20and%20Company%20Information) SWK Holdings will host a Q1 2025 earnings call and operates as a life science specialty finance firm, including the MOD3 Pharma division - A conference call to discuss Q1 2025 results is scheduled for **May 16, 2025**, at **9:00 a.m. CST**[25](index=25&type=chunk) - SWK Holdings is a specialty finance company that provides non-dilutive financing (structured debt, royalty monetization) to commercial-stage healthcare companies, typically in amounts ranging from **$5.0 million** to **$25.0 million**[26](index=26&type=chunk) - The press release includes a Safe Harbor statement, cautioning that forward-looking statements involve risks and uncertainties and that actual results could differ materially[27](index=27&type=chunk)

Sales and Revenue - In fiscal 2025, sales from exclusive brand products accounted for approximately 38.6% of consolidated sales[149]. - The company’s sales can significantly fluctuate based on shopping seasons, with typically higher sales during the Christmas shopping season[168]. - Unseasonable or extreme weather could negatively impact sales, financial condition, and results of operations[171]. Financial Condition and Debt - The company did not have any outstanding indebtedness under the Wells Fargo Revolver as of March 29, 2025[160]. - The company’s revolving credit facility contains covenants that may limit operational flexibility and could impact financial performance[161]. - The company has no outstanding amount on its revolving credit facility as of March 29, 2025[314]. - The company’s capital structure is regularly evaluated, but it intends to retain available funds for business operations and expansion[198]. Legal and Regulatory Risks - The company faces risks related to increased regulatory enforcement and litigation in privacy and data protection, such as the California Consumer Privacy Act[151]. - Litigation costs and outcomes could materially affect the company’s business and financial condition[172]. - The company may face increased costs and operational changes due to violations or changes in laws, including labor and employment regulations[185]. - The company is subject to potential liability for infringing on third-party intellectual property rights, which could harm its brand image and financial results[177]. Operational Risks - The company relies on a software-as-a-service platform for various operational aspects, and any disruption could severely affect operations[152]. - The company may incur significant expenses addressing problems created by security breaches to its network, which could adversely affect financial results[150]. - The company may incur significant costs and face operational disruptions if it fails to maintain effective internal controls over financial reporting[174]. - The company relies on vendors to provide quality merchandise that complies with applicable product safety laws, but non-compliance could adversely affect its financial results[184]. Market and Stock Performance - The company's common stock has traded as high as $176.64 and as low as $5.20 since its IPO in October 2014 through May 2025[190]. - The trading market for the company's common stock is influenced by analysts' reports, and unfavorable coverage could lead to a decline in stock price[197]. - The company does not currently intend to pay cash dividends on its common stock, which may decrease its desirability to investors[198]. Strategic Considerations - The company has made strategic acquisitions in the past and may consider future transactions that could impact liquidity and management focus[187]. - The company’s marketing strategy includes partnerships with celebrities, and any loss of these endorsements could negatively impact its business[175]. - Legal and business challenges may arise from actions by activist stockholders, potentially affecting the company's strategic direction[201]. - The company may face challenges from activist shareholders, which could divert management's attention and impact stock price[199]. External Factors - The company’s operations could be materially affected by external factors such as war, terrorism, or civil unrest, leading to decreased consumer spending[188]. - The company is exposed to risks from credit card fraud as it does not carry insurance against this risk[155]. - The company purchases all merchandise on a U.S. dollar-denominated basis and does not hedge against foreign exchange rate risks[315]. - The impact of inflation on the company's results of operations and financial condition is believed to be immaterial[316]. - The company is subject to interest rate risk related to borrowings under its credit facility, which bears interest at variable rates[314]. Goodwill and Intangible Assets - The company's goodwill balance as of March 29, 2025, was $197.5 million, and the intangible asset balance was $58.7 million[189].

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements for the quarter ended March 31, 2025, along with management's discussion and analysis of financial condition and results of operations [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the quarter ended March 31, 2025. Key results include a net income of $4.5 million, a significant increase from $0.5 million in the prior-year quarter. Total assets slightly decreased to $331.3 million, while total liabilities decreased to $38.6 million. The company also entered into a definitive agreement to sell the majority of its finance receivables royalty portfolio for approximately $34.0 million, a transaction that closed after the quarter-end [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets%E2%80%94March%2031%2C%202025%20and%20December%2031%2C%202024) As of March 31, 2025, total assets were $331.3 million, a slight decrease from $332.2 million at year-end 2024. The change was driven by a decrease in finance receivables to $223.1 million, partially offset by a significant increase in cash and cash equivalents to $29.8 million. Total liabilities decreased to $38.6 million from $43.5 million, primarily due to the full repayment of the revolving credit facility. Stockholders' equity increased to $292.7 million Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $29,809 | $5,927 | | Finance receivables, net | $223,076 | $277,760 | | Finance receivables held for sale | $33,990 | $— | | **Total Assets** | **$331,264** | **$332,235** | | Revolving credit facility | $— | $6,233 | | **Total Liabilities** | **$38,595** | **$43,545** | | **Total Stockholders' Equity** | **$292,669** | **$288,690** | [Unaudited Condensed Consolidated Statements of Income](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income%E2%80%94Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) For the first quarter of 2025, the company reported a net income of $4.5 million, or $0.37 per diluted share, a substantial increase from the $0.5 million, or $0.04 per diluted share, in the same period of 2024. The improvement was primarily driven by a $1.5 million benefit for credit losses (compared to a $5.3 million provision in Q1 2024) and a $1.7 million realized gain on early payment of a finance receivable. This was partially offset by a $3.7 million loss on the revaluation of finance receivables held for sale Q1 2025 vs Q1 2024 Income Statement (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Total Revenues | $11,832 | $11,360 | | Provision (benefit) for credit losses | $(1,465) | $5,297 | | Income from operations | $8,113 | $1,079 | | Loss on revaluation of finance receivables held for sale | $(3,727) | $— | | Realized gain on early payment of finance receivable | $1,729 | $— | | **Net Income** | **$4,539** | **$468** | | **Diluted EPS** | **$0.37** | **$0.04** | [Unaudited Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%E2%80%94Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) Total stockholders' equity increased from $288.7 million at the end of 2024 to $292.7 million as of March 31, 2025. The increase was primarily due to the $4.5 million net income for the quarter, partially offset by $0.9 million in common stock repurchases - Key changes in stockholders' equity for Q1 2025 included a **$4.5 million** increase from net income and a **$0.9 million** decrease from stock repurchases[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%E2%80%94Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) The company generated $8.3 million in cash from operating activities in Q1 2025, up from $4.4 million in Q1 2024. Investing activities provided $22.7 million, largely from $32.7 million in repayments of finance receivables. Financing activities used $7.1 million, mainly for repaying the credit facility and stock repurchases. Overall, cash and cash equivalents increased by $23.9 million to end the quarter at $29.8 million Q1 2025 vs Q1 2024 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $8,280 | $4,430 | | Net cash provided by investing activities | $22,702 | $9,181 | | Net cash used in financing activities | $(7,100) | $(13,349) | | **Net increase in cash and cash equivalents** | **$23,882** | **$262** | | **Cash and cash equivalents at end of period** | **$29,809** | **$5,498** | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies and financial statement line items. Key disclosures include the company's two reportable segments (Finance Receivables and Pharmaceutical Development), the sale of its royalty portfolio for ~$34.0 million which resulted in a $3.7 million loss, and an exclusive option granted to a partner to acquire assets of its MOD3 (Pharmaceutical Development) business. As of March 31, 2025, the company had $7.5 million in unfunded commitments - The company operates two reportable segments: "Finance Receivables" and "Pharmaceutical Development." The Pharmaceutical Development segment, formerly Enteris BioPharma, was renamed MOD3 Pharma on March 13, 2025[19](index=19&type=chunk)[22](index=22&type=chunk) - On March 19, 2025, the company agreed to sell the majority of its finance receivables royalty portfolio for approximately **$34.0 million**. This resulted in a pre-tax loss of **$3.7 million** recognized in Q1 2025. The transaction closed on April 10, 2025[60](index=60&type=chunk) - A strategic partner holds an exclusive option, exercisable by January 1, 2026, to acquire certain assets of the MOD3 (Pharmaceutical Development) business. These assets, valued at **$6.4 million**, have been classified as held for sale[62](index=62&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - As of March 31, 2025, the company had **$7.5 million** in unfunded commitments related to its royalty purchase and credit agreements[80](index=80&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant increase in Q1 2025 net income to a $6.8 million positive swing in the provision for credit losses and a $1.7 million gain on an early royalty payoff, which more than offset a $3.7 million loss on the revaluation of assets held for sale. The company's liquidity position strengthened considerably, with cash increasing to $29.8 million and the full repayment of its revolving credit facility. The finance receivables portfolio stood at $223.1 million at quarter-end [Finance Receivables Portfolio Overview](index=27&type=section&id=Finance%20Receivables%20Portfolio%20Overview) As of March 31, 2025, the company's total finance receivables portfolio, including assets held for sale, marketable investments, and warrant assets, had a GAAP balance of $270.6 million. The portfolio generated $10.7 million in revenue for the quarter. Several royalty assets are now classified as held for sale due to the pending transaction with Soleus Capital Finance Portfolio Summary as of March 31, 2025 (in thousands) | Category | GAAP Balance | YTD Revenue Recognized | | :--- | :--- | :--- | | Total finance receivables, gross | $231,861 | $8,688 | | Total finance receivables held for sale | $33,990 | $2,024 | | Total marketable investments | $455 | $— | | Total fair value of warrant assets | $4,245 | $— | | **Total** | **$270,551** | **$10,712** | - Several royalty investments, including those related to Forfivo XL®, Cambia®, and Iluvien®, are included in the finance receivables held for sale as of March 31, 2025[113](index=113&type=chunk) [Comparison of Results of Operations](index=29&type=section&id=Comparison%20of%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024) Comparing Q1 2025 to Q1 2024, net income rose by $4.0 million. This was primarily due to a $6.8 million decrease in the provision for credit losses (from a $5.3M provision to a $1.5M benefit). Total revenues saw a modest increase of $0.4 million. Other expenses increased by $1.9 million, mainly from the loss on revaluation of finance receivables held for sale Comparison of Q1 2025 vs Q1 2024 (in millions) | Item | Q1 2025 | Q1 2024 | Change $ | | :--- | :--- | :--- | :--- | | Revenues | $11.8 | $11.4 | $0.4 | | Provision (benefit) for credit losses | $(1.5) | $5.3 | $(6.8) | | General and administrative expense | $3.3 | $2.7 | $0.6 | | Other income (expense), net | $(2.3) | $(0.4) | $(1.9) | | **Net income** | **$4.5** | **$0.5** | **$4.0** | - The **$0.4 million** revenue increase was driven by a **$0.7 million** increase in Pharmaceutical Development revenue, partially offset by a **$0.3 million** decrease in Finance Receivables revenue[117](index=117&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved, with cash and cash equivalents increasing by $23.9 million to $29.8 million at quarter-end. The company had no outstanding balance on its $60.0 million revolving credit facility, with $55.0 million available for borrowing after accounting for a liquidity covenant. The primary drivers of cash flow are income from its finance receivables and pharmaceutical development activities - As of March 31, 2025, cash and cash equivalents were **$29.8 million**, up from **$5.9 million** at December 31, 2024[125](index=125&type=chunk) - The company has a **$60.0 million** revolving credit facility. As of March 31, 2025, there was no outstanding balance, and **$55.0 million** was available for borrowing[126](index=126&type=chunk) - As of March 31, 2025, the company had **$7.5 million** in unfunded commitments[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to interest rate risk and inflation risk. The majority of its finance receivables portfolio consists of floating-rate instruments, which helps mitigate the impact of rising interest rates. The company does not currently use hedging instruments. Inflation poses a risk to its partner companies' financial health, which could in turn affect their ability to meet debt obligations - The company is subject to interest rate risk, as its income depends on the spread between the rates earned on its assets and the cost of its borrowings. Most of its finance receivables have floating interest rates[135](index=135&type=chunk)[136](index=136&type=chunk) - The company does not currently engage in any interest rate hedging activities[136](index=136&type=chunk) - Inflation could adversely affect the operating results of partner companies, potentially impacting their ability to pay interest and principal on loans and reducing the fair value of SWK's investments[138](index=138&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, with the participation of the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2025. There were no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[140](index=140&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[141](index=141&type=chunk) PART II. OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, defaults, mine safety disclosures, and exhibits [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently involved in any legal proceedings that it expects to have a material effect on its business, financial condition, or results of operations - The company is not involved in any arbitration or other legal proceeding that it expects to have a material effect on its business, financial condition, results of operations, and cash flows[143](index=143&type=chunk) [Risk Factors](index=34&type=page&id=Item%201A.%20Risk%20Factors) There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No material changes from the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[144](index=144&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) During the first quarter of 2025, the company repurchased 52,337 shares of its common stock at an average price of $16.57 per share, for a total cost of approximately $0.9 million. As of March 31, 2025, approximately $4.5 million remained available for repurchase under the current program, which runs until May 16, 2025 Share Repurchases for Q1 2025 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 2025 | 17,010 | $16.28 | | Feb 2025 | 16,095 | $16.91 | | Mar 2025 | 19,232 | $16.55 | | **Total** | **52,337** | **$16.57** | - As of March 31, 2025, the maximum dollar value of shares that may yet be purchased under the current repurchase program was approximately **$4.5 million**[147](index=147&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period - None[148](index=148&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[149](index=149&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) On May 12, 2025, the company entered into amended and restated indemnification agreements with its directors and officers, providing them with contractual rights to indemnification and expense advancement - On May 12, 2025, each member of the Board of Directors and each officer entered into amended and restated indemnification agreements with the Company[150](index=150&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q. Notable new exhibits include the Purchase and Sale Agreement for the royalty portfolio sale, dated March 19, 2025, and new forms of indemnification agreements for directors and executive officers - Key exhibits filed include the Purchase and Sale Agreement with SCOF SPV I, LP, and new forms of indemnification agreements for directors and officers[152](index=152&type=chunk)