Exhibit 99.1 NEWS RELEASE Gray Media Beats Guidance With Strong Third Quarter Financial Results Atlanta, Georgia – November 7, 2025. . . Gray Media, Inc. ("Gray," "Gray Media," "we," "us" or "our") (NYSE: GTN) today announced its financial results for the quarter ended September 30, 2025. We are pleased to report that our total revenue, core advertising revenue, retransmission revenue, and political advertising revenue all were at or exceeded the high-end of our previously issued guidance ranges for the qua ...

Earnings Performance - Earnings per share for the third quarter of 2025 was $1.16, a 16.0% increase year-over-year, with net income of $51.8 million, unchanged from the previous quarter [242][245]. - Net income available to common shareholders increased by 10.3% to $51,838 from $47,000 in Q3 2024 [262]. - Basic EPS for Q3 2025 was $1.17, a 15.8% increase from $1.01 in Q3 2024 [262]. - Net income for the quarter was $51,838 thousand, compared to $47,000 thousand for the same quarter in 2024, representing an increase of 10.0% [300]. Interest Income and Net Interest Income - Total interest income reached $200.1 million, up 5.8% from the second quarter of 2025 and 5.9% year-over-year [246]. - Interest income for Q3 2025 was $200,145, a 5.9% increase from $189,030 in Q3 2024 [262]. - Net interest income after provision for credit losses was $126,466, remaining stable compared to $126,516 in Q3 2024 [262]. - Net interest income for the quarter ended September 30, 2025, was $154.7 million, an increase of $6.8 million from $147.9 million, driven by higher loans and investment securities income [274]. - Tax equivalent basis net interest income increased by $5.6 million, or 3.7%, to $158.8 million from $153.2 million [274]. Credit Losses and Provisions - Total provision for credit losses was $28.3 million, an increase from $21.7 million in the second quarter of 2025, primarily due to increased loan volume and specific reserves [250]. - Provision for credit losses increased by 32.3% to $28,258 from $21,359 in Q3 2024 [262]. - The provision for credit losses for the nine-month period increased by $23.5 million to $75.6 million, primarily due to adjustments related to loan volume [294]. - Provision for credit losses for the quarter ended September 30, 2025, was $28.0 million, a 31.7% increase from $21.3 million in the same quarter of 2024 [340]. Loans and Deposits - Loans held for investment decreased 0.8% sequentially to $8.12 billion but increased 4.73% year-over-year, driven by growth in commercial and consumer loans [254]. - Customer deposits totaled $9.82 billion, a decrease of $76.2 million from the previous quarter but an increase of $286.5 million year-over-year [257]. - New loan production was $623.9 million, down from $783.7 million in the second quarter of 2025 but up 9.0% year-over-year [255]. - Total deposits increased to $10,008,633 from $9,604,786 in the previous year [263]. Non-Interest Income and Expenses - Non-interest income rose 17.1% to $31,453 from $26,868 in Q3 2024 [262]. - Non-interest income for the quarter was $31.5 million, an increase of 17.1% or $4.6 million from $26.9 million, attributed to higher mortgage banking activities and other non-interest income [283]. - Total non-interest expenses for the quarter were $96,548 thousand, compared to $91,600 thousand in the same quarter of 2024, representing an increase of 5.9% [300][303]. - Non-interest expense for the quarter ended September 30, 2025, was $96.5 million, an increase of 5.4% or $4.9 million compared to $91.6 million in 2024 [286]. Capital and Ratios - The CET1 ratio improved to 14.13% from 13.99% in the second quarter of 2025, while the tangible common equity ratio rose to 10.55% [260]. - Total stockholders' equity was $1.375 billion, marking a 9.6% increase compared to $1.254 billion at the end of 2024 [355]. - Common equity tier 1 capital ratio decreased to 14.13%, down 0.9% from 14.26% [360]. - Total risk-based capital increased to $1.431 billion, reflecting a 4.6% growth from $1.368 billion [360]. Asset Management - Total assets as of September 30, 2025, amounted to $12,229,812 thousand, up from $11,461,382 thousand a year earlier, indicating a growth of 6.7% [300][303]. - Total investments and loans reached $10,874,425, up from $10,354,108 in the previous year [263]. - The investment portfolio grew by $218.7 million or 8.0%, primarily due to new mortgage-backed securities and favorable market value adjustments [313]. - Total assets managed by OFG's trust division increased to $2.475 billion from $2.262 billion, reflecting a $103.7 million rise due to market conditions [315]. Non-Performing Loans and Credit Quality - Non-performing assets increased by 14.4% to $107.1 million, representing 0.88% of total assets as of September 30, 2025 [330]. - The total allowance for credit losses (ACL) increased by 11.1% to $189.7 million from $170.7 million at December 31, 2024 [338]. - Non-performing loans reached $99.0 million, reflecting a 19.4% increase from $83.0 million at the end of 2024 [347]. - The allowance coverage ratio to non-performing loans was 199.7% as of September 30, 2025 [331]. Strategic Initiatives - The Digital First strategy is enhancing customer acquisition and retention, with AI-driven insights being introduced to improve customer financial management [243]. - The company has implemented two mortgage loan modification programs aimed at reducing losses on non-performing loans [337].

Financial Performance - Net sales for the nine months ended September 30, 2025, increased 26.0% to $453.9 million from $360.4 million in the same period last year, driven by a 31.1% growth in sales to the medical market [116]. - Net sales for the three months ended September 30, 2025, increased approximately 6.5% to $154.6 million from $145.2 million for the same period in 2024, despite over $8 million of unfulfilled orders due to the AJR Labor Issue [120]. - Organic sales growth was 2.2% for the nine months ended September 30, 2025, compared to the same period in 2024, impacted by the AJR Labor Issue [121]. Acquisitions and Sales Contributions - Sales from acquisitions in 2024 and 2025 contributed approximately $114.9 million in sales during the nine months ended September 30, 2025, compared to $34.6 million in the same period last year [116]. - SG&A for the nine months ended September 30, 2025, increased approximately 29.5% to $56.5 million from $43.6 million for the same period in 2024, primarily due to acquisitions and increased headcount [125]. - The company plans to enhance manufacturing capacity and may consider additional acquisitions to support growth [143]. Labor and Operational Issues - Gross margin decreased to 27.7% for the three months ended September 30, 2025, from 28.6% for the same period in 2024, with the AJR Labor Issue adding approximately $3.0 million in incremental labor costs [122]. - The company anticipates gradual improvement in labor efficiencies beginning in the fourth quarter of 2025 following significant workforce turnover due to the AJR Labor Issue [117]. Expenses and Interest - Selling, general, and administrative expenses (SG&A) increased approximately 20.8% to $19.1 million for the three months ended September 30, 2025, from $15.8 million for the same period in 2024 [124]. - Net interest expense decreased to approximately $2.4 million for the three months ended September 30, 2025, compared to $3.5 million for the same period in 2024, primarily due to lower average debt [127]. - Net interest expense increased to approximately $7.9 million for the nine months ended September 30, 2025, compared to $4.7 million in 2024, primarily due to higher average debt [128]. Cash Flow and Financing - Net cash provided by operations for the nine months ended September 30, 2025, was approximately $75.1 million, driven by net income of approximately $50.7 million [134]. - Net cash used in investing activities was approximately $23.7 million for the nine months ended September 30, 2025, mainly for manufacturing machinery and acquisitions [135]. - Net cash used for financing activities was approximately $47.3 million during the nine months ended September 30, 2025, primarily for payments on the revolving line of credit [136]. - As of September 30, 2025, the company had approximately $146.1 million in outstanding borrowings under the Third Amended and Restated Credit Agreement [140]. - The weighted average interest rate on outstanding debt was approximately 5.5% as of September 30, 2025 [140]. Tax and Future Outlook - The effective tax rate for the nine months ended September 30, 2025, was approximately 19.4%, down from 21.0% in 2024, due to changes in income allocation and discrete tax benefits [132]. - Future liquidity is contingent upon operating performance and the availability of draws on the revolving credit facility [142]. - The company generated cash of approximately $75.1 million from operations during the nine months ended September 30, 2025, but future cash generation cannot be guaranteed [142].

Financial Performance - Net sales for the three months ended September 30, 2025, were $5,084 million, an increase of 3.7% compared to $4,904 million for the same period in 2024[79] - Net income for the current quarter was $808 million, representing 15.9% of net sales, compared to $698 million or 14.2% of net sales in the prior year[79] - Gross profit margin improved to 37.5% in the current quarter from 36.8% in the prior year, driven by higher margins in the Diversified Industrial Segment[79] Segment Performance - The Diversified Industrial Segment reported net sales of $3,443 million, a slight decrease of 0.4% from $3,456 million in the prior year[86] - Aerospace Systems Segment net sales increased to $1,641 million, up 13.3% from $1,448 million in the same quarter last year[99] - Aerospace Systems Segment sales increased due to higher volume in the commercial OEM and aftermarket, as well as the defense OEM market segment[100] - Operating margin for the Aerospace Systems Segment improved due to higher sales volume and aftermarket profitability[101] Backlog and Demand - Backlog for the Diversified Industrial Segment decreased to $3,622 million from $4,197 million in the prior year, primarily due to divestiture activity[86][96] - The Aerospace Systems Segment backlog increased to $7,716 million from $6,852 million in the prior year, indicating strong demand[99] - Backlog for the Aerospace Systems Segment increased to $7.4 billion as of September 30, 2025, driven by orders exceeding shipments[103] Expenses and Charges - Selling, general and administrative expenses rose to $873 million, accounting for 17.2% of sales, compared to $849 million or 17.3% in the prior year[79] - The company anticipates incurring approximately $55 million in additional business realignment charges in the remainder of fiscal 2026[95] Cash Flow and Investments - Net cash provided by operating activities increased by $38 million to $782 million for the first three months of fiscal 2026 compared to $744 million in the same period of fiscal 2025[107] - Net cash used in investing activities rose by $991 million, primarily due to a $1.0 billion increase in cash paid for acquisitions, net of cash acquired related to the acquisition of Curtis[108] Debt and Financial Ratios - As of September 30, 2025, the company's debt to debt-shareholders' equity ratio was 0.43 to 1.0, indicating compliance with financial covenants[117] - The company has a line of credit totaling $3.75 billion, with $0.9 billion available for borrowing as of September 30, 2025[114] - The company's debt portfolio contains variable rate debt, exposing it to interest rate risk, with a target mix of 60/40 between fixed and variable rate debt[129] Dividends and Acquisitions - The company declared a quarterly cash dividend of $1.80 per share, marking 301 consecutive quarters of dividend payments[111] - The company completed the acquisition of Curtis for approximately $1.0 billion on September 18, 2025[120] Tax and Interest Rate Impact - The effective tax rate for the current quarter was 22.3%, up from 20.2% in the prior year, with an expected rate of approximately 22.5% for the fiscal year[84] - A 10 percent change in foreign exchange rates related to forward exchange contracts as of September 30, 2025, would affect earnings by approximately $116 million[128] - A 100 basis point increase in near-term interest rates would increase annual interest expense on variable rate debt by approximately $28 million for the three months ended September 30, 2025[129] Accounts Receivable - Days sales outstanding for trade accounts receivable was 52 days as of September 30, 2025, consistent with the previous year[110]

Exhibit 99.1 Scripps reports Q3 2025 financial results Nov. 6, 2025 CINCINNATI – The E.W. Scripps Company (NASDAQ: SSP) delivered $526 million in revenue for the third quarter of 2025. Loss attributable to the shareholders of Scripps was $49 million or 55 cents per share. Business notes: From Scripps President and CEO Adam Symson: "We are pleased today to report a third consecutive quarter of meeting or exceeding Wall Street expectations on nearly every reporting line. In addition, we completed a significan ...

Financial Performance - Total operating revenues decreased by 6% to $308,521,000 for the three months ended September 30, 2025, compared to $327,497,000 in 2024[24]. - Adjusted EBITDA increased by 53% to $168,681,000 for the three months ended September 30, 2025, compared to $110,218,000 in 2024[25]. - Net income from continuing operations attributable to TDS shareholders was $57,545,000 for the three months ended September 30, 2025, compared to a loss of $83,142,000 in 2024[24]. - Total operating revenues decreased by 3% to $255.1 million for the three months ended September 30, 2025, compared to $262.7 million in the same period of 2024[51]. - Residential revenues decreased by 2% to $181.8 million for the three months ended September 30, 2025, primarily due to divestitures and declines in legacy markets[55]. - Net income for the three months ended September 30, 2025, was a loss of $282,000, a significant decline from net income of $9.4 million in the same period of 2024[51]. - Adjusted EBITDA decreased by 3% to $80.5 million for the three months ended September 30, 2025, compared to $82.8 million in the same period of 2024[51]. - Array's net income from continuing operations was $109.92 million in Q3 2025, a substantial recovery from a net loss of $95.70 million in Q3 2024[140]. - Free cash flow for TDS was negative $38.66 million for the nine months ended September 30, 2025, an improvement from negative $124.03 million in the same period of 2024[142]. - Cash flows from operating activities for TDS increased to $224.84 million in the nine months ended September 30, 2025, compared to $145.90 million in 2024[142]. Strategic Initiatives - TDS Telecom aims to enhance broadband services and is focusing on fiber deployment to drive growth, with plans to create market clusters and potentially acquire or divest assets[17]. - The strategic alternatives review process is ongoing, with TDS exploring opportunities to transform its business operations following the divestiture of wireless operations[18]. - TDS plans to reinvest operating capital to strengthen competitive positions while returning value to shareholders[15]. - TDS expects to fund its fiber plans and E-ACAM builds through capital allocation and potential future divestitures[199]. Capital Expenditures and Investments - Capital expenditures increased by 31% to $109,998,000 for the three months ended September 30, 2025, compared to $83,684,000 in 2024[25]. - Capital expenditures for TDS were $251.5 million for the nine months ended September 30, 2025, compared to $242.1 million in 2024[99]. - TDS repurchased 1,077,564 Common Shares for $40.7 million at an average cost per share of $37.77 during the nine months ended September 30, 2025[104]. Regulatory and Compliance Issues - TDS reported that the timing of regulatory approvals for spectrum sales may be affected by the ongoing U.S. federal government shutdown[19]. - Array has entered into License Purchase Agreements with Verizon, AT&T, and T-Mobile for the sale of certain wireless spectrum licenses, but the completion of these transactions is uncertain due to regulatory approvals and other conditions[161][164]. - Uncertainty regarding regulatory support and the ability to pass through certain fees to customers could adversely affect TDS' financial condition[156]. - Regulatory compliance failures could lead to civil penalties or liabilities, adversely affecting TDS' business and financial condition[204]. Market and Competitive Landscape - TDS faces risks related to increased competition in the tower and wireline industries, which could adversely affect revenues and future growth[152]. - Increasing competition in the wireline and tower industries may negatively impact TDS' revenues and future growth, as competitors have greater resources and advantageous positions[173][175]. - TDS's business could be impacted by extreme weather events and natural disasters, which may disrupt services and lead to financial liabilities despite existing insurance coverage[184]. - TDS faces challenges due to its lack of scale compared to larger competitors, which may hinder its ability to compete effectively and adversely affect its revenues and costs[181]. Debt and Financial Obligations - TDS expects a cash income tax liability of between $75.0 million and $125.0 million related to the T-Mobile transaction[84]. - A portion of TDS' debt is subject to variable interest rates, making it vulnerable to unfavorable changes in market interest rates[198]. - TDS' liquidity may be adversely affected by significant declines in cash flows from operations, inability to implement cost reduction initiatives, or failure to obtain financing on acceptable terms[199]. - TDS' credit ratings from recognized agencies could limit financing availability, impacting business operations[201]. Operational Challenges - TDS's ability to attract and retain qualified personnel is critical; competition for talent may affect its operational effectiveness and strategic execution[185]. - TDS's supply chain management is crucial; disruptions could lead to inadequate network maintenance and excess inventory, impacting financial performance[193]. - Integration challenges from acquisitions or divestitures may pose risks to TDS's business operations and financial condition, with no assurance of success in future strategies[189]. - TDS's reliance on third-party vendors for essential services introduces risks; operational failures or supply chain disruptions could adversely affect its business[194]. Spectrum and Asset Management - Array is targeting increased tower revenue through colocations and is actively seeking to monetize its remaining wireless spectrum assets[17]. - The book value of retained spectrum not subject to pending sale agreements was $1,591.2 million as of September 30, 2025[67]. - Array has recognized significant impairments on its spectrum assets during 2024 and 2025, with further impairments possible if spectrum sales do not close as expected[165][166]. - A significant portion of Array's revenues is derived from a small number of tenants in the wireless industry, with T-Mobile being particularly crucial; any financial difficulties faced by these tenants could adversely impact Array's business and future growth[180].

Financial Performance - Total operating revenues for the three months ended September 30, 2025, increased by 83% to $47.1 million compared to $25.7 million in 2024, driven primarily by site rental revenues[25]. - Site rental revenues rose 79% to $45.8 million for the three months ended September 30, 2025, compared to $25.7 million in 2024, largely due to the execution of the T-Mobile MLA[27]. - Adjusted EBITDA from continuing operations for the three months ended September 30, 2025, was $85.1 million, a significant increase from $34.2 million in 2024, representing a 146% growth[26]. - Net income from continuing operations attributable to Array shareholders for the three months ended September 30, 2025, was $108.8 million, compared to a loss of $95.9 million in 2024[25]. - Total operating expenses decreased by 46% to $100.4 million for the three months ended September 30, 2025, down from $185.9 million in 2024[25]. - Equity in earnings of unconsolidated entities increased by 62% to $69.8 million for the three months ended September 30, 2025, compared to $43.1 million in 2024, primarily due to gains from the sale of wireless operations[33]. - Interest and dividend income rose by 151% to $8.9 million for the three months ended September 30, 2025, compared to $3.6 million in 2024, driven by increased interest income from the sale of wireless operations[34]. - For the three months ended September 30, 2025, Array reported a net income of $109.9 million compared to a net loss of $95.7 million for the same period in 2024[81]. - Adjusted EBITDA for the three months ended September 30, 2025, was $85.1 million, significantly up from $34.2 million in the same period of 2024, reflecting a year-over-year increase of 148%[81]. Asset and Liability Management - Cash and cash equivalents increased to $325.6 million as of September 30, 2025, up from $143.7 million at December 31, 2024[40]. - Total assets as of September 30, 2025, were $4,918,327,000, down from $10,448,981,000 as of December 31, 2024[152]. - The company’s retained earnings as of September 30, 2025, were $732.3 million, a decrease from $2.82 billion at the end of 2024, reflecting a decline of approximately 74%[158]. - The total equity for Array shareholders as of September 30, 2025, was $2.53 billion, down from $4.59 billion at the end of 2024, a decrease of approximately 45%[158]. - Long-term debt, net decreased by $529.8 million primarily due to the repayment of term loan agreements and export credit financing agreements[75]. - The long-term debt, net, was reported at $671.9 million as of September 30, 2025, down from $1.20 billion at the end of 2024, indicating a reduction of about 44%[155]. - Total current liabilities decreased to $539.0 million from $883.8 million as of December 31, 2024, representing a reduction of approximately 39%[155]. Strategic Transactions - For the three months ended September 30, 2025, Array reported a total consideration of $4,293.8 million from the sale of its wireless operations and select spectrum assets to T-Mobile, which included $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile[15]. - The strategic alternatives review process is ongoing as Array seeks to close spectrum transactions with Verizon, AT&T, and T-Mobile, while also looking to monetize remaining spectrum assets[17]. - Array entered into License Purchase Agreements with Verizon, AT&T, and T-Mobile, although the completion of these transactions is uncertain due to potential impacts from a government shutdown[92]. - The company entered into a License Purchase Agreement with Verizon for the sale of wireless spectrum licenses for total proceeds of $1,000 million, with a book value of $585.6 million as of September 30, 2025[197]. - The License Purchase Agreement with AT&T is expected to yield total proceeds of $1,018 million, with a book value of $860.1 million as of September 30, 2025[198]. - Array's transaction with T-Mobile for certain wireless spectrum licenses is expected to generate proceeds of $85 million, with a book value of $64.3 million as of September 30, 2025[199]. Operational Challenges - Array's operational challenges include increasing competition in the tower industry and the need to monetize remaining spectrum assets, which could adversely affect financial performance[92]. - Array's business is substantially dependent on T-Mobile, which has committed to lease space on certain towers for a minimum of 15 years; failure to meet these obligations could significantly affect Array's financial results[99]. - Array faces increasing competition in the tower industry, which could negatively impact future growth and increase costs to compete[109]. - Array's remaining spectrum licenses have FCC build-out requirements that have not been fully satisfied, requiring significant investments without an existing wireless business to operate the retained spectrum[108]. - Array's revenues may be adversely affected by economic downturns, reduced capital expenditures by wireless carriers, and negative trends in the wireless industry[116]. Cash Flow and Financing Activities - Cash flows used for financing activities related to continuing operations totaled $2,662.2 million, primarily due to dividends paid of $1,986.7 million and repayments on long-term debt agreements of $875.3 million[58]. - Array has an unsecured revolving credit agreement with a maximum borrowing capacity of $300.0 million, which will reduce to $150.0 million if net proceeds from wireless spectrum sales exceed $500.0 million[41]. - The company reported a net cash increase of $166,484,000 for the nine months ended September 30, 2025, compared to an increase of $108,366,000 in the same period of 2024[150]. Regulatory and Legal Risks - Array faces regulatory risks that could lead to civil penalties or liabilities if it fails to comply with applicable legislative and regulatory requirements[126]. - Array's operations are subject to varying degrees of regulation by the FCC and FAA, which could impact its business operations and financial results[126]. - Array is regularly involved in legal and policy proceedings that can be complex and costly, potentially disrupting business operations[129]. Special Dividends and Shareholder Returns - A special dividend of $23.00 per share was declared on August 1, 2025, following the sale of wireless operations to T-Mobile, with payment made on August 19, 2025[54]. - The company incurred third-party expenses related to announced transactions of $0.5 million for the three months ended September 30, 2025, compared to $1.3 million in the same period of 2024[202].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2025 Star Holdings (Exact name of registrant as specified in its charter) Maryland 001-41572 37-6762818 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1114 Avenue of the Americas, 39th Floor New York, New York 10036 (Address ...

Financial Performance - For the three and nine months ended September 30, 2025, the company incurred a net loss of $14.6 million and $55.4 million, respectively, with an accumulated deficit of $293.0 million as of September 30, 2025[110]. - The company has incurred net losses since 2023 and expects to continue incurring losses as it advances its product candidates through clinical development and seeks regulatory approval[110]. - For the three months ended September 30, 2025, the company reported no license revenue compared to $14.97 million in the same period of 2024, reflecting a decrease of $14.97 million[141]. - For the nine months ended September 30, 2025, the company reported no license revenue compared to $15.0 million in the same period of 2024, reflecting a decrease of $15.0 million[152]. - The company incurred a net loss of $55.4 million for the nine months ended September 30, 2025, compared to a net loss of $40.6 million in 2024, an increase in loss of $14.8 million[169]. - Cash used in operating activities was $43.7 million for the nine months ended September 30, 2025, compared to $42.0 million in 2024, indicating an increase of $1.7 million[169]. - Interest income decreased to $1.6 million for the nine months ended September 30, 2025, down from $2.0 million in 2024, a decline of $0.4 million[160]. - As of September 30, 2025, the company had cash, cash equivalents, and restricted cash of $75.7 million[162]. - The company has incurred losses in each year since its inception in 2016, except for 2022 when it was profitable[175]. Merger and Acquisition - A merger agreement was entered into on September 29, 2025, with Topco and Clywedog, which will result in the company becoming a wholly owned subsidiary of Topco[116]. - Upon the merger's effective time, each outstanding ordinary share will be converted into one share of Topco Common Stock plus cash for fractional shares, with a potential self-tender offer of up to $27 million in Topco Common Stock[117]. - The newly combined company will focus on clinical-stage candidates targeting metabolic and autoimmune diseases, with four clinical data milestones expected within 18 months post-merger[120]. - The company entered into a definitive merger agreement with Clywedog, which triggered an impairment assessment due to the indicative offer price being below the fair value of net assets[139]. - The company entered into a merger agreement with Clywedog on September 29, 2025, which includes various covenants and agreements regarding business operations until the merger closes[167]. Research and Development - The company is currently conducting a Phase 1 clinical trial for its lead candidate VTP-1000, aimed at restoring immune non-responsiveness to gluten in celiac disease patients, with data expected before the end of 2025[115]. - The company is evaluating a product candidate, VTP-300, for chronic hepatitis B, which is currently in Phase 2 trials, and is seeking a partner for further development[108]. - Research and development expenses are expected to increase as the company progresses its programs, with significant resources allocated to clinical trials and manufacturing processes[124]. - Research and development expenses decreased to $5.39 million in Q3 2025 from $11.14 million in Q3 2024, a decline of $5.75 million[143]. - Research and development expenses decreased to $21.6 million for the nine months ended September 30, 2025, down from $33.9 million in 2024, representing a reduction of $12.3 million[153]. - Research and development incentives decreased to $0.24 million in Q3 2025 from $0.61 million in Q3 2024, a decline of $0.37 million[150]. - The company expects minimal future activity on the VTP-500 program following a strategic decision to prioritize pipeline assets in the I&I space[148]. Operating Expenses - Total operating expenses for the quarter were $15.22 million, down from $24.56 million in 2024, a reduction of $9.34 million[141]. - Total operating expenses for the nine months ended September 30, 2025, were $59.5 million, a slight decrease of $1.1 million from $60.5 million in 2024[151]. - General and administrative expenses were $5.17 million in Q3 2025, down from $13.42 million in Q3 2024, a decrease of $8.25 million[146]. - General and administrative expenses increased to $33.2 million for the nine months ended September 30, 2025, up from $26.6 million in 2024, reflecting an increase of $6.6 million[156]. - The company recorded an impairment charge of $4.67 million for long-lived assets in Q3 2025, compared to no impairment in Q3 2024[147]. - The company reported an impairment of long-lived assets of $4.7 million for the nine months ended September 30, 2025, compared to no impairment in 2024[158]. Future Outlook and Financing - The company expects to finance future cash needs through public or private equity offerings, debt financings, collaborations, or licensing arrangements, as it does not anticipate positive cash flows from operations in the near future[112]. - The company anticipates that its existing cash and financial resources will fund operating expenses and capital requirements into the start of 2027[181]. - Future capital requirements will depend on various factors, including the success of product candidates and the ability to generate revenue[180]. - The company may require substantial additional financing in the future to meet unanticipated factors and operational needs[182]. - The company may face restrictions on claiming R&D tax credits if it no longer meets eligibility criteria, with unsurrendered UK losses able to be carried forward indefinitely[134]. Currency and International Operations - The company is subject to foreign currency exchange rate fluctuations, particularly with the euro, pound sterling, Swiss franc, and Australian dollar[190]. - The company has significant operating costs in the United Kingdom, exposing it to changes in the exchange ratio of the U.S. dollar and the pound sterling[192]. - A hypothetical 10% weakening of the U.S. dollar relative to the pound sterling would have materially affected current and projected expenses denominated in pound sterling[192]. - The company has no operations or suppliers based in conflict-affected regions, minimizing the impact of international conflicts on its business[121].

Financial Performance - For the three and nine months ended September 30, 2025, the company incurred a net loss of $14.6 million and $55.4 million, respectively, with an accumulated deficit of $293.0 million as of September 30, 2025[110]. - Net loss for the nine months ended September 30, 2025 was $55.4 million, compared to a net loss of $40.6 million in 2024, an increase of $14.8 million[169]. - Cash used in operating activities was $43.7 million for the nine months ended September 30, 2025, compared to $42.0 million in 2024, an increase of $1.7 million[169]. - The company has incurred losses in each year since its inception in 2016, except for 2022 when it was profitable[175]. - The company expects to continue incurring net negative cash flows from operations for at least the next few years as it progresses clinical development[166]. - As of September 30, 2025, cash, cash equivalents, and restricted cash totaled $75.7 million[162]. - As of September 30, 2025, the company had an accumulated deficit of $293.0 million and expects to continue incurring significant losses and negative cash flows from operations for the foreseeable future[175]. Research and Development - The company is currently conducting a Phase 1 clinical trial for its lead candidate VTP-1000, aimed at restoring immune non-responsiveness to gluten in celiac disease patients, with data expected before the end of 2025[115]. - The ongoing development of VTP-300, a Phase 2 immunotherapeutic treatment for chronic hepatitis B, is being pursued with the intention of finding a partner for continued development[108]. - The company has incurred significant research and development expenses, which are expected to increase as it progresses its programs through the next stages of development[124]. - Research and development expenses decreased to $5.39 million in Q3 2025 from $11.14 million in Q3 2024, a reduction of $5.75 million[143]. - Research and development expenses totaled $21.6 million for the nine months ended September 30, 2025, down from $33.9 million in 2024, a decrease of $12.3 million[153]. Mergers and Acquisitions - The company has entered into a merger agreement with Topco and Clywedog, which is expected to close in the first half of 2026, resulting in the company becoming a wholly owned subsidiary of Topco[116]. - The combined company will focus on advancing a novel portfolio of clinical-stage candidates targeting metabolic and autoimmune diseases, with four clinical data milestones anticipated within 18 months post-merger[120]. - The company entered into a definitive merger agreement with Clywedog, which triggered an impairment assessment due to the indicative offer price being below the fair value of net assets[139]. - On September 29, 2025, the company entered into a merger agreement with Clywedog, agreeing to conduct business in the ordinary course until the merger closes[167]. Operating Expenses - Total operating expenses for the quarter were $15.22 million, down from $24.56 million in 2024, reflecting a decrease of $9.34 million[141]. - Total operating expenses decreased to $59.5 million for the nine months ended September 30, 2025, down from $60.5 million in 2024, a reduction of $1.1 million[151]. - General and administrative expenses decreased to $5.17 million in Q3 2025 from $13.42 million in Q3 2024, a decrease of $8.25 million[146]. - General and administrative expenses increased to $33.2 million for the nine months ended September 30, 2025, up from $26.6 million in 2024, an increase of $6.6 million[156]. - The company recorded an impairment charge of $4.67 million for long-lived assets in Q3 2025, compared to no impairment in Q3 2024[147]. - Impairment of long-lived assets was $4.7 million for the nine months ended September 30, 2025, compared to nil in 2024[158]. Financing and Capital Requirements - The company expects to finance future cash needs through public or private equity offerings, debt financings, collaborations, or licensing arrangements, as it does not anticipate positive cash flows from operations in the foreseeable future[112]. - The company anticipates that its existing cash and financial resources will fund its operating expenses into the start of 2027, based on current standalone research and development plans[112]. - Future capital requirements will depend on various factors, including the success of product candidates and the ability to generate revenue[180]. - The company may require substantial additional financing in the future to meet unanticipated factors and operational needs[182]. Tax and Regulatory Considerations - The company expects to benefit from the UK R&D tax credit regime, with a credit rate of 20% under the merged scheme for qualifying expenditures[131]. - The PAYE cap for claims under the merged scheme and ERIS is set at £20,000 plus 300% of the company's relevant PAYE and National Insurance contributions liabilities[130]. - The company anticipates that unsurrendered UK losses may be carried forward indefinitely to offset future taxable profits, subject to certain limitations[134]. Currency and Foreign Exchange Risks - A hypothetical 10% weakening of the U.S. dollar relative to the pound sterling would have materially affected current and projected expenses denominated in pound sterling[192]. - The company is subject to foreign currency exchange rate fluctuations, particularly with respect to the euro, pound sterling, Swiss franc, and Australian dollar[190]. - The company has significant operating costs in the United Kingdom, exposing it to changes in the exchange ratio of the U.S. dollar and the pound sterling[192]. - The company may need to relinquish valuable rights to technologies or future revenue streams if it raises additional funds through collaborations[183].