Exhibit 99.1 Nortech Systems Reports Second Quarter Results MINNEAPOLIS – August 7, 2025 – Nortech Systems Incorporated (Nasdaq: NSYS) ("Nortech" or the "Company"), a leading provider of engineering and manufacturing solutions for complex electromedical and electromechanical products serving the medical imaging, medical device, industrial and aerospace & defense markets, reported financial results for the second quarter ended June 30, 2025. 2025 Q2 Highlights: Summary Financial Information The following tab ...

Mr. Altemus continued, "We will continue to remain opportunistic on further strategic M&A, while also evaluating internal investments to accelerate growth and drive long-term shareholder value. We have a detailed and robust pipeline of both tuck-in and transformative M&A opportunities and intend to remain aggressive in the marketplace, particularly in data services and National Security Space markets." Outlook • Signed purchase agreement to acquire KinetX, an industry leading space navigation and flight dyn ...

Exhibit 99.1 • Signed purchase agreement to acquire KinetX, an industry leading space navigation and flight dynamics software company, which positions Intuitive Machines for Earth Orbit, Moon, and Mars constellation management across commercial, civil, and national security customers • Strategically invested in in-house satellite production to control delivery of our satellites to support the Near Space Network Services (NSNS) contract, and aligned Mission 3 to support deployment and operation of our first ...

[Q2 2025 Executive Summary](index=1&type=section&id=Q2%202025%20Executive%20Summary) Altice USA reported improved broadband subscriber trends and year-over-year ARPU growth in Q2 2025, despite a revenue decline and a net loss, highlighting progress in fiber and mobile penetration, operational efficiencies, and a significant $1.0 billion asset-backed loan to enhance its capital structure - CEO Dennis Mathew emphasized continued momentum, citing **improved broadband subscriber trends**, **year-over-year broadband ARPU growth**, and the **lowest second-quarter churn in three years**, driven by targeted offers, better sales execution, and scaling of value-added services[2](index=2&type=chunk) Q2 2025 Key Financial Metrics | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | $2.15 billion | $2.24 billion | -4.2% | | Net Income (Loss) | ($96.3) million | $15.4 million | N/A | | Diluted EPS | ($0.21) | $0.03 | N/A | | Adjusted EBITDA | $803.8 million | $867.2 million | -7.3% | | Net Cash from Operating Activities | $0.4 billion | $0.3 billion | +34.3% | | Free Cash Flow (Deficit) | $28.4 million | ($40.9) million | N/A | - The company successfully completed a first-of-its-kind **$1.0 billion asset-backed loan**, secured primarily by its HFC assets in the Bronx and Brooklyn service areas, maturing in January 2031[1](index=1&type=chunk)[8](index=8&type=chunk) [Key Operational Performance](index=1&type=section&id=Key%20Operational%20Performance) The company demonstrated operational improvements with reduced broadband net losses, accelerated growth in fiber and mobile subscribers, and enhanced customer service metrics, alongside strategic initiatives including new value-added services and AI integration for efficiency [Broadband and Customer Trends](index=1&type=section&id=Broadband%20and%20Customer%20Trends) Broadband net losses improved to -35k, a positive trend both year-over-year (from -51k) and sequentially (from -37k), attributed to targeted offers and better execution, with churn at a three-year low for the second quarter Broadband Subscriber Net Losses (in thousands) | Period | Net Losses | | :--- | :--- | | Q2 2025 | -35 | | Q1 2025 | -37 | | Q2 2024 | -51 | - The improvement in broadband trends was driven by **targeted localized offers**, **improved sales channel performance**, and **stronger go-to-market execution**[2](index=2&type=chunk) [Fiber Network Growth](index=1&type=section&id=Fiber%20Network%20Growth) Fiber customer base grew by 53% year-over-year, reaching 663k subscribers, with net additions accelerating to +56k and customer penetration on the fiber network increasing significantly to 21.9% from 15.3% a year ago - Fiber net additions accelerated to **+56k** in Q2 2025, compared to **+40k** in Q2 2024[5](index=5&type=chunk) Fiber Network Penetration | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Fiber Customers (in thousands) | 663 | 434 | | Total Fiber Passings (in millions) | 3.0 | 2.8 | | Customer Penetration | 21.9% | 15.3% | [Mobile Business Expansion](index=2&type=section&id=Mobile%20Business%20Expansion) The mobile segment showed strong growth, with a 42% year-over-year increase in lines to 546k, as mobile net additions accelerated compared to the prior year and penetration of the broadband customer base rose to 6.8% - Mobile line net additions accelerated to **+38k** in Q2 2025 from **+33k** in Q2 2024[9](index=9&type=chunk) Mobile Subscriber Growth | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Mobile Lines (in thousands) | 546 | 385 | | Mobile Penetration of Broadband Base | 6.8% | 4.7% | [Efficiency and Network Initiatives](index=2&type=section&id=Efficiency%20and%20Network%20Initiatives) Altice USA implemented a 5% workforce reduction and improved service call rates to drive efficiency, reinforcing its goal of approximately $3.4 billion in FY 2025 Adjusted EBITDA, while focusing on high-impact network investments including fiber builds and DOCSIS 3.1 upgrades - A workforce reduction of approximately **5%** was implemented, primarily in Q2 2025, to streamline the organization and align resources with key priorities[9](index=9&type=chunk) - Customer service metrics improved year-over-year, with the unique service call rate down by **~3%** and the unique service visit rate down by **~19%**[9](index=9&type=chunk) - The company is targeting approximately **$1.2 billion** in cash capital expenditures and **175k** new passings for FY 2025, with a focus on fiber new builds and DOCSIS 3.1 mid-split upgrades[9](index=9&type=chunk) [Financial Performance](index=5&type=section&id=Financial%20Performance) In Q2 2025, Altice USA generated $2.15 billion in revenue, a 4.2% decrease year-over-year, reporting a net loss of $96.3 million compared to a net income of $15.4 million in Q2 2024, with Adjusted EBITDA also declining by 7.3% to $803.8 million, though net cash from operating activities for the quarter increased significantly [Consolidated Operating Results (Income Statement)](index=5&type=section&id=Consolidated%20Operating%20Results%20(Income%20Statement)) The decline in total revenue was primarily driven by lower Residential revenue, particularly from the Video segment which fell to $660.5 million from $739.4 million year-over-year, with operating income falling to $311.1 million from $501.6 million due to lower revenue and higher restructuring costs, resulting in a net loss influenced by a substantial income tax benefit compared to the prior year's expense Q2 2025 Selected Income Statement Data (in millions) | Line Item | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Total Revenue | $2,147.2 | $2,240.8 | | Residential Revenue | $1,647.9 | $1,753.6 | | Operating Income | $311.1 | $501.6 | | Interest Expense, net | ($444.7) | ($443.0) | | Net Income (Loss) | ($88.0) | $21.7 | | Net Income (Loss) to Stockholders | ($96.3) | $15.4 | [Cash Flow Statement](index=6&type=section&id=Cash%20Flow%20Statement) For the six months ended June 30, 2025, net cash from operating activities decreased to $599.4 million from $706.5 million in the prior year period, impacted by a net loss and changes in working capital, while net cash used in investing activities increased to $745.6 million from $685.9 million due to higher capital expenditures Six Months Ended June 30 - Cash Flow Highlights (in millions) | Line Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $599.4 | $706.5 | | Capital Expenditures | ($739.6) | ($683.8) | | Net Cash Used in Investing Activities | ($745.6) | ($685.9) | | Net Cash Provided by Financing Activities | $136.0 | $40.3 | | Net (Decrease) in Cash | ($9.2) | $60.1 | [Customer Metrics](index=4&type=section&id=Customer%20Metrics) The company ended Q2 2025 with 4.46 million total unique customer relationships, a decline from the previous year, with net losses seen across residential broadband, video, and telephony services, though the rate of broadband loss has slowed, while mobile lines and FTTH customers continued to show strong growth [Overall Customer Metrics](index=4&type=section&id=Overall%20Customer%20Metrics) In Q2 2025, residential broadband net losses were -35.0k, an improvement from -51.0k in Q2 2024, while video and telephony services continued to experience significant subscriber declines, and mobile line net additions were strong at +37.8k Q2 2025 Key Customer Net Additions (in thousands) | Service | Q2 2025 Net Additions | Q2 2024 Net Additions | | :--- | :--- | :--- | | Total Customers | (43.6) | (54.5) | | Residential Broadband | (35.0) | (51.0) | | Video | (56.1) | (72.8) | | Mobile Lines | 37.8 | 33.0 | - Residential ARPU was **$133.68** in Q2 2025, a decrease from **$135.95** in Q2 2024, however, Broadband ARPU increased to **$74.77** from **$74.13** over the same period[13](index=13&type=chunk) [Fiber (FTTH) Customer Metrics](index=4&type=section&id=Fiber%20(FTTH)%20Customer%20Metrics) The FTTH business demonstrated robust growth, with total customer relationships reaching 663.0k, up from 434.1k in Q2 2024, as the company added 56.3k total FTTH customers in the quarter, driven primarily by residential additions FTTH Customer Growth (in thousands) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | FTTH Total Passings | 3,023.4 | 2,842.0 | | FTTH Total Customers | 663.0 | 434.1 | | FTTH Total Net Additions | 56.3 | 39.5 | [Balance Sheet and Debt Profile](index=3&type=section&id=Balance%20Sheet%20and%20Debt%20Profile) As of June 30, 2025, Altice USA had consolidated net debt of $25.0 billion, with a consolidated net leverage ratio of 7.8x L2QA Adjusted EBITDA, a weighted average cost of debt of 6.8%, and an average life of 3.6 years, with a key financing activity being the completion of a $1.0 billion asset-backed loan Consolidated Net Debt and Leverage (as of June 30, 2025) | Metric | Value | | :--- | :--- | | Consolidated Net Debt | $25.0 billion | | Consolidated Net Leverage (L2QA) | 7.8x | | Weighted Average Cost of Debt | 6.8% | | Weighted Average Life of Debt | 3.6 years | - The CSC Holdings, LLC Restricted Group held the majority of the debt, with **$23.6 billion** in net debt and a net leverage of **8.0x L2QA**[12](index=12&type=chunk) - On July 16, 2025, the company entered into a **$1.0 billion** Receivables Facility Loan secured by certain receivables and network assets, maturing in January 2031[8](index=8&type=chunk) [Reconciliation of Non-GAAP Financial Measures](index=7&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) The company provides reconciliations for Adjusted EBITDA and Free Cash Flow, with Q2 2025 Adjusted EBITDA at $803.8 million (down from $867.2 million in Q2 2024 and margin contracting to 37.4%), and Free Cash Flow improving to a positive $28.4 million from a deficit of $40.9 million in the prior-year quarter, driven by higher net cash from operations and managed capital expenditures - Adjusted EBITDA is defined as net income excluding items like taxes, interest, D&A, share-based compensation, and restructuring costs, and is used to evaluate operating performance[17](index=17&type=chunk)[18](index=18&type=chunk) - Free Cash Flow is defined as net cash flows from operating activities less cash capital expenditures and is used as a liquidity measure[20](index=20&type=chunk) Q2 Non-GAAP Reconciliation Summary (in millions) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Income (Loss) | ($88.0) | $21.7 | | Adjusted EBITDA | $803.8 | $867.2 | | Adjusted EBITDA Margin | 37.4% | 38.7% | | Net Cash from Operating Activities | $412.0 | $306.8 | | Free Cash Flow (Deficit) | $28.4 | ($40.9) |

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-38403 __________________________ 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 June 30, 2025 or CRONOS GROUP INC. (Exact name of registrant as specified in its charter) ________________________ ...

MACOM Reports Fiscal Third Quarter 2025 Financial Results LOWELL, MA, August 7, 2025 – MACOM Technology Solutions Holdings, Inc. ("MACOM") (Nasdaq: MTSI), a leading supplier of semiconductor products, today announced its financial results for its fiscal third quarter ended July 4, 2025. Third Quarter Fiscal Year 2025 GAAP Results Third Quarter Fiscal Year 2025 Adjusted Non-GAAP Results Management Commentary "Our team did a great job this quarter," said Stephen G. Daly, President and Chief Executive Officer, ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ________________________________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 001-38841 _____________________________________ ...

[The Merger](index=7&type=section&id=ARTICLE%20I%20THE%20MERGER) This article outlines the merger process, including transaction structure, closing, and effects on equity and operations [The Merger](index=7&type=section&id=Section%201.01%20The%20Merger) Merger Sub will merge into the Company, which will survive as a wholly owned subsidiary of Parent - Merger Sub will merge into the Company, with the Company surviving as a wholly owned subsidiary of Parent[18](index=18&type=chunk) [The Closing](index=7&type=section&id=Section%201.02%20The%20Closing) The merger closing will occur remotely on the second business day after all conditions are met or waived - The closing will take place remotely no later than the second business day after all conditions are satisfied or waived[19](index=19&type=chunk) [Effective Time](index=7&type=section&id=Section%201.03%20Effective%20Time) The merger becomes effective upon filing the Certificate of Merger with the Delaware Secretary of State - The merger's effective time is established by the filing of the Certificate of Merger with the Delaware Secretary of State[20](index=20&type=chunk) [Effects of Merger](index=7&type=section&id=Section%201.04%20Effects%20of%20Merger) The Surviving Company will assume all assets, rights, debts, and liabilities of both the Company and Merger Sub - Post-merger, the Surviving Company assumes all assets and liabilities of both the Company and Merger Sub[21](index=21&type=chunk) [Certificate of Formation and Operating Agreement](index=7&type=section&id=Section%201.05%20Certificate%20of%20Formation%20and%20Operating%20Agreement) The Surviving Company will adopt Merger Sub's operating agreement and an amended certificate of formation, named "Melinta Therapeutics, LLC" - The Surviving Company will adopt Merger Sub's operating agreement and an amended certificate of formation, and its name will be "Melinta Therapeutics, LLC"[22](index=22&type=chunk)[23](index=23&type=chunk) [Manager and Officers](index=8&type=section&id=Section%201.06%20Manager%20and%20Officers) Merger Sub's management team will become the manager and initial officers of the Surviving Company - Merger Sub's existing management team will assume leadership roles in the Surviving Company[24](index=24&type=chunk)[25](index=25&type=chunk) [Closing Deliveries](index=8&type=section&id=Section%201.07%20Closing%20Deliveries) This section details the specific documents and actions required from both Parent and the Company at or before the closing - Parent is required to deliver executed copies of the Escrow, Contingent Payment, and Registration Rights Agreements, along with evidence of Parent Share issuance[26](index=26&type=chunk)[27](index=27&type=chunk) - The Company must deliver executed payoff letters for all Closing Debt, the executed Certificate of Merger, and Option Treatment Agreements covering at least 85% of underlying shares from options and promised equity grants[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [Effect on Equity Interests and Company Options](index=10&type=section&id=Section%201.08%20Effect%20on%20Equity%20Interests%20and%20Company%20Options) This section specifies the treatment of all equity at the merger's effective time, including share conversion and option cancellation - Each Company Share converts into the right to receive a portion of the Merger Consideration as defined in the Allocation Schedule[34](index=34&type=chunk) - All outstanding Company Options will be canceled. Holders who sign an Option Treatment Agreement will receive their portion of the Closing Cash Consideration and potential future payments from milestones and net sales[35](index=35&type=chunk) - Unvested Company Options for current employees will be fully accelerated immediately prior to closing[35](index=35&type=chunk) - The Company Equity Plan will be terminated at the Effective Time[38](index=38&type=chunk) [Payment of Merger Consideration](index=11&type=section&id=Section%201.09%20Payment%20of%20Merger%20Consideration) This section details the payment mechanics at closing, including cash, share issuance, and escrow deposits - At closing, Parent will pay the Closing Cash Consideration to Equityholders and issue the Closing Share Consideration to Consenting Company Members[39](index=39&type=chunk) - Parent will deposit the **$4,000,000** Adjustment Escrow Amount with the Escrow Agent and the Members' Representative Reserve with the Members' Representative[40](index=40&type=chunk)[41](index=41&type=chunk)[319](index=319&type=chunk) - Payments to Company Optionholders that are considered compensation will be processed through payroll systems, subject to tax withholding[44](index=44&type=chunk) [Post-Closing Adjustment](index=13&type=section&id=Section%201.10%20Post-Closing%20Adjustment) This section outlines the process for a post-closing true-up of the merger consideration based on final financial calculations - Within 75 days post-closing, Parent will provide a Closing Statement with final calculations of key financial metrics[51](index=51&type=chunk) - The Members' Representative has a 30-day Objection Period to dispute the Closing Statement. Unresolved disputes are submitted to an Independent Expert for a final and binding decision[52](index=52&type=chunk)[53](index=53&type=chunk) - If the final Adjusted Closing Cash Consideration is higher than the estimate, Parent pays the excess; if lower, the shortfall is paid to Parent from the Adjustment Escrow Fund. Adjustments under **$50,000** are disregarded[55](index=55&type=chunk)[56](index=56&type=chunk) [Members' Representative](index=15&type=section&id=Section%201.13%20Members'%20Representative) Deerfield Private Design Fund IV, L.P. is appointed as the exclusive agent for all Equityholders with broad authority - Deerfield Private Design Fund IV, L.P. is appointed as the Members' Representative with exclusive authority to act on behalf of all Equityholders[61](index=61&type=chunk) - The representative is authorized to manage post-closing adjustments, tax matters, contingent payments, and any disputes[61](index=61&type=chunk) - The Members' Representative is indemnified by the Equityholders for costs and is not liable for actions taken in good faith. Expenses are paid from the Members' Representative Reserve[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) [Representations and Warranties of the Company](index=18&type=section&id=ARTICLE%20II%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20COMPANY) This article details the Company's assurances regarding its capital structure, financial health, contracts, and regulatory compliance [Capital Structure](index=18&type=section&id=Section%202.02%20Capital%20Structure) The Company represents its authorized and outstanding membership interests, including preferred shares and options Company Capital Structure (as of Agreement Date) | Security Type | Authorized | Issued and Outstanding | | :--- | :--- | :--- | | **Company Preferred Shares** | 50,000,000 | 50,000,000 | | **Company Common Shares** | 8,825,000 | 0 | | **- Reserved for Equity Plan** | 8,825,000 | N/A | | **- Options Outstanding** | N/A | 8,338,000 (underlying shares) | | **- Available for Future Grants** | N/A | 487,000 (underlying shares) | [Financial Statements; Undisclosed Liabilities](index=22&type=section&id=Section%202.06%20Financial%20Statements%3B%20Undisclosed%20Liabilities) The Company warrants its financial statements comply with GAAP and confirms no undisclosed liabilities exist - The Company has provided audited financial statements for the fiscal year ended December 31, 2024, and unaudited statements for the six-month period ended June 30, 2025[94](index=94&type=chunk) - The Company asserts it has no liabilities of any nature other than those reflected on its June 30, 2025 balance sheet, incurred in the ordinary course since that date, or related to the transaction[95](index=95&type=chunk) [Employee Benefits](index=27&type=section&id=Section%202.10%20Employee%20Benefits) The Company represents its employee benefit plans comply with laws and the merger will not trigger new benefits or parachute payments - All company benefit plans are listed and have been administered in material compliance with ERISA and the Code[125](index=125&type=chunk)[127](index=127&type=chunk) - The merger itself will not trigger any new compensation, accelerated vesting, or other benefits for any Company service provider[131](index=131&type=chunk) - The transaction will not result in any "excess parachute payments" as defined by Section 280G of the tax code[133](index=133&type=chunk) [Material Contracts](index=30&type=section&id=Section%202.12%20Material%20Contracts) The Company has provided a list of its material contracts, warranting their validity and absence of default - Material contracts include those with payments or receipts exceeding **$300,000** in 2024 or 2025[138](index=138&type=chunk) - Contracts with restrictive clauses, such as non-compete or "most favored nations" provisions, are also classified as material[138](index=138&type=chunk) - The Company represents that all listed Material Contracts are in full force and effect, and no party is in material default[141](index=141&type=chunk) [Regulatory Matters](index=33&type=section&id=Section%202.15%20Regulatory%20Matters) The Company represents compliance with Health Laws, proper clinical trials, and manufacturing practices, with a key trial completion date - The Company and its products are in material compliance with all applicable Health Laws, including those from the FDA[147](index=147&type=chunk) - All clinical trials have been conducted in compliance with Good Clinical Practices, and manufacturing adheres to Good Manufacturing Practices[149](index=149&type=chunk)[152](index=152&type=chunk) - Enrollment in the phase III trial of Rezzayo for prophylaxis of certain infections in transplant patients is expected to be complete on or before **October 31, 2025**[164](index=164&type=chunk) [Intellectual Property](index=38&type=section&id=Section%202.17%20Intellectual%20Property) The Company warrants sole ownership of its IP, non-infringement, and protection of trade secrets - The Company asserts sole ownership of all Company Owned IP, free and clear of liens (other than Permitted Liens)[171](index=171&type=chunk) - The Company's business does not infringe on third-party IP, and to its knowledge, no third party is infringing on the Company's material IP[172](index=172&type=chunk) - The merger will not result in the loss, impairment, or required transfer of any Company IP rights[181](index=181&type=chunk) [Top Customers; Top Suppliers](index=43&type=section&id=Section%202.27%20Top%20Customers%3B%20Top%20Suppliers) The Company has provided lists of top customers and suppliers, confirming stable relationships - A list of the top 20 customers and top 20 suppliers for the 12 months ended December 31, 2024, has been provided[196](index=196&type=chunk) - The Company represents that no top customer or supplier has terminated or indicated an intent to terminate their business relationship in the last 12 months[197](index=197&type=chunk) [Representations and Warranties of Parent and Merger Sub](index=44&type=section&id=ARTICLE%20III%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20PARENT%20AND%20MERGER%20SUB) This article details Parent's assurances regarding its capital structure, financial solvency, and SEC compliance [Capital Structure](index=44&type=section&id=Section%203.02%20Capital%20Structure) Parent represents its capital structure, including authorized and outstanding stock, and confirms valid issuance of merger shares Parent Capital Structure (as of August 5, 2025) | Security Type | Authorized | Issued and Outstanding | | :--- | :--- | :--- | | **Parent Common Shares** | 160,000,000 | 74,648,992 | | **Parent Preferred Stock** | 2,000,000 | 91,623 (Series C-3 and E) | - The Parent Shares to be issued as Closing Share Consideration are duly authorized and will be validly issued, fully paid, and non-assessable[203](index=203&type=chunk) [Solvency; Financing](index=46&type=section&id=Section%203.09%20Solvency%3B%20Financing) Parent warrants its solvency and confirms sufficient funds for the merger, with financing not a closing condition - Parent represents it is solvent and will remain so after the merger[212](index=212&type=chunk) - Parent has secured sufficient funds for the transaction through a **$150,000,000** convertible note offering and cash on hand[214](index=214&type=chunk) - The receipt of financing is not a condition precedent to Parent's obligations under the agreement[214](index=214&type=chunk) [SEC Filings](index=47&type=section&id=Section%203.11%20SEC%20Filings) Parent represents its SEC filings are timely, compliant, and free of material misstatements, and its shares are Nasdaq-listed - Parent's SEC reports filed since January 1, 2023, are materially compliant with SEC regulations and do not contain untrue statements of material fact[216](index=216&type=chunk) - Parent is in compliance with Nasdaq listing rules and is not aware of any pending action to delist its shares[216](index=216&type=chunk) [Covenants Relating to Conduct of Business](index=49&type=section&id=ARTICLE%20IV%20COVENANTS%20RELATING%20TO%20CONDUCT%20OF%20BUSINESS) This article outlines the Company's operational restrictions and non-solicitation obligations during the pre-closing period [Conduct of Business of the Company Group](index=49&type=section&id=Section%204.01%20Conduct%20of%20Business%20of%20the%20Company%20Group) The Company must conduct business in the ordinary course and is restricted from certain actions without Parent's consent - The Company must operate in the ordinary course of business between signing and closing[225](index=225&type=chunk) - Key restrictions on the Company without Parent's consent include: - Declaring dividends or repurchasing equity - Issuing new shares or options - Amending its Certificate of Formation or Operating Agreement - Making capital expenditures over **$100,000** - Granting significant increases in employee compensation or benefits[226](index=226&type=chunk)[227](index=227&type=chunk) [No Solicitation](index=54&type=section&id=Section%204.04%20No%20Solicitation) The Company agrees not to solicit or engage in discussions regarding alternative acquisition proposals - The Company is prohibited from soliciting or negotiating any alternative "Acquisition Proposal"[233](index=233&type=chunk) - The Company must immediately cease all existing discussions with other parties and terminate their access to any data rooms[233](index=233&type=chunk) [Additional Agreements](index=54&type=section&id=ARTICLE%20V%20ADDITIONAL%20AGREEMENTS) This article covers mutual efforts for regulatory approvals, employee matters, indemnification, and specific pre-closing distributions [Filings; Other Actions; Notification](index=55&type=section&id=Section%205.04%20Filings%3B%20Other%20Actions%3B%20Notification) Both parties will use best efforts for regulatory approvals, including HSR, and Parent may undertake divestitures - Both parties will use reasonable best efforts to obtain all necessary regulatory approvals, including under the HSR Act[239](index=239&type=chunk) - Parent agrees to undertake Remedy Actions, such as asset sales, to gain antitrust clearance, unless such actions would create a Burdensome Condition[240](index=240&type=chunk) [Employee Matters](index=57&type=section&id=Section%205.05%20Employee%20Matters) Parent commits to comparable employee compensation and benefits for one year post-closing, honoring severance and bonuses - For one year post-closing, Company employees will receive a base salary, bonus opportunities, and benefits no less favorable than what they had prior to the merger[252](index=252&type=chunk) - Parent will honor the Company Severance Plan and the Equity Value Recognition Bonus Plan[253](index=253&type=chunk) - If not paid prior to closing, 2025 annual bonuses will be paid by Parent no later than **March 15, 2026**[254](index=254&type=chunk) [Director and Officer Indemnification](index=60&type=section&id=Section%205.09%20Director%20and%20Officer%20Indemnification) The Surviving Company will assume existing indemnification rights, and the Company will purchase a six-year D&O tail policy - All rights to indemnification for the Company's directors and officers for pre-closing acts will survive the merger for a period of six years[263](index=263&type=chunk) - The Company will purchase a six-year "tail" D&O liability insurance policy, with the cost included as a Transaction Expense[264](index=264&type=chunk) [R&W Policy](index=65&type=section&id=Section%205.14%20R%26W%20Policy) Parent will maintain the R&W insurance policy as the sole recourse for breaches, waiving subrogation except for fraud - Parent will maintain the R&W Policy, which will be the sole recourse for breaches of the Company's representations and warranties post-closing[279](index=279&type=chunk)[311](index=311&type=chunk) - The R&W insurer will waive subrogation rights against Equityholders, except in the case of actual fraud[279](index=279&type=chunk) [Pre-Closing Distribution](index=65&type=section&id=Section%205.16%20Pre-Closing%20Distribution) The Company will distribute its rights to the Feptanbli Product and License Agreement to its members before closing - The Company will assign its rights to the Feptanbli Product and License Agreement to its members before the merger closes[281](index=281&type=chunk) [Conditions Precedent to the Merger](index=65&type=section&id=ARTICLE%20VI%20CONDITIONS%20PRECEDENT%20TO%20THE%20MERGER) This article outlines the mutual and individual conditions that must be satisfied for the merger to close [Conditions to Each Party's Obligation](index=65&type=section&id=Section%206.01%20Conditions%20to%20Each%20Party's%20Obligation) Mutual closing conditions include no legal restraints, Company Member Approval, and HSR Act waiting period expiration - Mutual closing conditions include: - No legal prohibitions on the merger - Company Member Approval has been obtained - HSR Act waiting period has expired or been terminated[284](index=284&type=chunk)[285](index=285&type=chunk)[286](index=286&type=chunk) [Additional Conditions to Obligations of the Company](index=66&type=section&id=Section%206.02%20Additional%20Conditions%20to%20Obligations%20of%20the%20Company) The Company's closing obligation depends on Parent's representations remaining true, covenant compliance, and no Parent Material Adverse Effect - The Company is not obligated to close if Parent has breached its representations or covenants in a material way[288](index=288&type=chunk) - A Parent Material Adverse Effect that is continuing would relieve the Company of its obligation to close[289](index=289&type=chunk) [Additional Conditions to the Obligations of Parent](index=66&type=section&id=Section%206.03%20Additional%20Conditions%20to%20the%20Obligations%20of%20Parent) Parent's closing obligation depends on the Company's representations, covenant compliance, Feptanbli distribution, and no Company Material Adverse Effect - Parent is not obligated to close if the Company has breached its representations or covenants in a material way[292](index=292&type=chunk) - The Pre-Closing Distribution of the Feptanbli asset must have occurred[294](index=294&type=chunk) - A Company Material Adverse Effect that is continuing would relieve Parent of its obligation to close[294](index=294&type=chunk) [Termination, Amendment and Waiver](index=67&type=section&id=ARTICLE%20VII%20TERMINATION%2C%20AMENDMENT%20AND%20WAIVER) This article details the conditions under which the merger agreement can be terminated by either party [Termination](index=67&type=section&id=Section%207.01%20Termination) The agreement can be terminated by mutual consent, if closing is delayed past the Outside Date, or due to material breach - The agreement can be terminated by either party if the merger does not close by the Outside Date of **November 3, 2025**[296](index=296&type=chunk) - Termination is also possible due to a final, non-appealable legal prohibition or an uncured material breach by the other party[297](index=297&type=chunk) - Parent may terminate if the Company fails to deliver the required member approval within 12 hours of signing[297](index=297&type=chunk) [Effect of Termination](index=68&type=section&id=Section%207.02%20Effect%20of%20Termination) Termination voids the agreement, but liability for fraud or willful material breach prior to termination survives - Upon termination, the agreement becomes void, but liability for fraud or a willful and material breach prior to termination survives[299](index=299&type=chunk) [General Provisions](index=69&type=section&id=ARTICLE%20VIII%20GENERAL%20PROVISIONS) This article covers the survival of covenants, governing law, and specific enforcement rights for the agreement [Survival; Non-Recourse](index=69&type=section&id=Section%208.01%20Survival%3B%20Non-Recourse) Representations and warranties do not survive closing, with the R&W policy as Parent's sole recourse for breaches - All representations and warranties made by both parties in the agreement do not survive the closing[304](index=304&type=chunk)[305](index=305&type=chunk) - Parent's sole recourse for any breach of the Company's representations and warranties after closing is limited to claims under the R&W Policy[311](index=311&type=chunk) [Governing Law](index=89&type=section&id=Section%208.08%20Governing%20Law) The agreement and related disputes will be governed by the laws of the State of Delaware - The governing law for the agreement is the State of Delaware[431](index=431&type=chunk) [Specific Enforcement; Jurisdiction](index=89&type=section&id=Section%208.10%20Specific%20Enforcement%3B%20Jurisdiction) Parties agree to seek specific performance and submit to the exclusive jurisdiction of Delaware courts for disputes - Parties are entitled to seek specific performance to enforce the terms of the agreement, as monetary damages are considered inadequate[433](index=433&type=chunk) - All legal proceedings related to the agreement must be brought exclusively in the courts of the State of Delaware[434](index=434&type=chunk) [Exhibits](index=95&type=section&id=Exhibits) This article contains supplementary documents detailing contingent payments, registration rights, and warrant terms [Exhibit E: Form of Contingent Payment Agreement](index=99&type=section&id=EXHIBIT%20E%20Form%20of%20Contingent%20Payment%20Agreement) This exhibit outlines terms for future milestone and net sales payments to former Company members for specific products Rezzayo Product Milestone Payments | Milestone Event | Payment Amount | | :--- | :--- | | FDA approval includes Candida | $20,000,000 | | FDA approval includes Aspergillus | $2,500,000 | | FDA approval includes Pneumocystis | $2,500,000 | - Net Sales Payments will be made quarterly based on a tiered percentage of U.S. Net Sales for the Rezzayo Product and a flat percentage for the Minocin Product[492](index=492&type=chunk) - Parent is obligated to use Commercially Reasonable Efforts to achieve the milestones and to commercialize, promote, and sell each Product[528](index=528&type=chunk)[531](index=531&type=chunk) [Exhibit F: Form of Registration Rights Agreement](index=126&type=section&id=EXHIBIT%20F%20Form%20of%20Registration%20Rights%20Agreement) This agreement grants registration rights for shares received in the merger and includes lock-up provisions - The Company must file a resale registration statement on Form S-3 covering all Registrable Securities[610](index=610&type=chunk) - A Lock-Up Period of up to **120 days** applies to certain "Restricted Shares," with releases scheduled at **60 days** and **120 days** post-closing[656](index=656&type=chunk) - The Company is responsible for all expenses related to the registration, including up to **$35,000** in fees for the Holders' legal counsel per registration[643](index=643&type=chunk) [Exhibit M: Form of Closing Share Warrants](index=156&type=section&id=EXHIBIT%20M%20Form%20of%20Closing%20Share%20Warrants) This exhibit provides the form for pre-funded warrants to purchase Parent's common stock, detailing exercise and limitations - The warrants are pre-funded with a remaining exercise price of only **$0.001** per share[707](index=707&type=chunk) - Warrants can be exercised on a cash or cashless basis at the holder's option[708](index=708&type=chunk)[709](index=709&type=chunk)[710](index=710&type=chunk) - An exercise limitation prevents the holder from beneficially owning more than a specified percentage (e.g., **4.9%**) of the Company's outstanding common stock[729](index=729&type=chunk)

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 June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this cha ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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: 001-41971 SUNRISE REALTY TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 93-3168928 (State or ot ...