– Generated Record Quarterly Net Revenue of $188.0 Million, Up 29% Year-over-Year – – Generated Record Quarterly Jornay PM® Net Revenue of $32.6 Million and Grew Prescriptions by 23% Year-over-Year – – Generated Net Revenue of $155.4 Million from the Pain Portfolio, Up 7% Year-over-Year with All Three Core Products Recording Revenue Growth in the Quarter – – Raised Full-Year 2025 Net Revenue Guidance to be in the Range of $745 to $760 Million and Adjusted EBITDA Guidance in the Range of $440 to $455 Million ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ☐ 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: 814-00967 WHITEHORSE FINANCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 45-4247759 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO S ...

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 ...

[Executive Summary & Business Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Highlights) [Company Overview & Business Model](index=1&type=section&id=Company%20Overview%20%26%20Business%20Model) Intuitive Machines is a leading diversified space technology, infrastructure, and services company focused on fundamentally disrupting lunar access economics, having successfully soft-landed lunar landers in 2024 and 2025 - Intuitive Machines is a leading space technology and infrastructure services company[2](index=2&type=chunk) - The company is a diversified space technology, infrastructure, and services company focused on fundamentally disrupting lunar access economics[12](index=12&type=chunk) - Successfully soft-landed Nova-C class lunar landers on the Moon in 2024 and 2025, returning the United States to the lunar surface for the first time since 1972[12](index=12&type=chunk) - Products and services are focused through three pillars of space commercialization: Delivery Services, Data Transmission Services, and Infrastructure as a Service[12](index=12&type=chunk) [CEO Commentary & Strategic Vision](index=1&type=section&id=CEO%20Commentary%20%26%20Strategic%20Vision) CEO Steve Altemus highlighted decisive execution in Q2 2025, including bringing satellite manufacturing in-house and the strategic acquisition of KinetX, with plans for continued opportunistic M&A and internal investments to accelerate growth - Executed decisively in Q2, bringing satellite manufacturing in-house for performance, schedule clarity, and integration[3](index=3&type=chunk) - Moved to acquire KinetX, a company specializing in space navigation and flight dynamics software, crucial for future network operations[3](index=3&type=chunk)[5](index=5&type=chunk) - Will remain opportunistic on strategic M&A and evaluate internal investments to accelerate growth and drive long-term shareholder value[4](index=4&type=chunk) - Intends to remain aggressive in the marketplace, particularly in data services and National Security Space markets[4](index=4&type=chunk) [Second Quarter 2025 Operational & Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Operational%20%26%20Financial%20Highlights) Q2 2025 saw significant strategic moves including the acquisition of KinetX, investment in in-house satellite production, and expansion of production footprint, with revenue growing 21% year-over-year to $50.3 million and the company ending the quarter debt-free with $345 million cash - Signed purchase agreement to acquire KinetX, positioning Intuitive Machines for Earth Orbit, Moon, and Mars constellation management[5](index=5&type=chunk) - Strategically invested in in-house satellite production to support the Near Space Network Services (NSNS) contract, aligning Mission 3 for satellite deployment in H2 2026[5](index=5&type=chunk) - Expanded production footprint at Houston Spaceport by 140,000 square feet for satellite and spacecraft production, testing, and mission operations[5](index=5&type=chunk) Q2 2025 Revenue Performance (in millions of dollars) | Metric | Q2 2025 (Millions) | Q2 Prior Year (Millions) | Change (%) | | :----- | :----------------- | :----------------------- | :--------- | | Revenue | $50.3 | $41.6 | +21% | - Awarded **$9.8 million** for a phase two contract from a National Security customer to advance the Orbital Transfer Vehicle[5](index=5&type=chunk) - Partnered with Space Forge for space-based semiconductor manufacturing and Rhodium Scientific for in-space biopharmaceutical testing, supported by a **$10 million** Texas Space Commission award for the Earth Reentry Program[5](index=5&type=chunk) - Ended Q2 debt-free with **$345 million cash**, indicating continued balance sheet strength and ample liquidity[5](index=5&type=chunk) [Outlook](index=1&type=section&id=Outlook) The company projects full-year 2025 revenue near the low-end of prior outlook, with additional opportunities potentially supporting revenue near the prior mid-point of $275 million, and positive adjusted EBITDA still expected in 2026 - Full-year 2025 revenue is projected to be near the low-end of prior outlook, with additional opportunities potentially supporting revenue near the prior mid-point of **$275 million**[6](index=6&type=chunk) - Continues to expect positive adjusted EBITDA in 2026[6](index=6&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to $475.6 million from $355.4 million at December 31, 2024, primarily driven by a significant increase in cash and cash equivalents, while total liabilities decreased substantially due to the elimination of earn-out liabilities and a reduction in warrant liabilities Condensed Consolidated Balance Sheets Highlights (in thousands of dollars) | Metric | June 30, 2025 | December 31, 2024 | Change | | :--------------------------------- | :-------------- | :---------------- | :----- | | Cash and cash equivalents | $344,901 | $207,607 | +$137,294 | | Total current assets | $396,753 | $293,161 | +$103,592 | | Property and equipment, net | $40,607 | $23,364 | +$17,243 | | Total assets | $475,639 | $355,404 | +$120,235 | | Total current liabilities | $107,295 | $98,831 | +$8,464 | | Earn-out liabilities | $0 | $134,156 | -$134,156 | | Warrant liabilities | $38,809 | $68,778 | -$29,969 | | Total liabilities | $184,746 | $351,483 | -$166,737 | | Total shareholders' deficit | $(379,123) | $(1,008,034) | +$628,911 | - Significant increase in cash and cash equivalents, contributing to the overall rise in total assets[17](index=17&type=chunk) - Substantial reduction in total liabilities, primarily driven by the elimination of earn-out liabilities and a decrease in warrant liabilities[17](index=17&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, revenue increased 21% year-over-year to $50.3 million, but the company reported a net loss of $38.2 million, compared to a net income of $16.7 million in Q2 2024, largely influenced by changes in the fair value of warrant liabilities and the absence of earn-out liability changes Condensed Consolidated Statements of Operations Highlights (in thousands of dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Revenue | $50,313 | $41,641 | $112,837 | $114,860 | | Operating loss | $(28,640) | $(27,500) | $(38,717) | $(30,275) | | Change in fair value of earn-out liabilities | $0 | $22,109 | $(33,369) | $(488) | | Change in fair value of warrant liabilities | $(13,033) | $21,009 | $29,969 | $(2,955) | | Net income (loss) | $(38,206) | $16,655 | $(37,231) | $(101,376) | | Net income (loss) attributable to the Company | $(25,181) | $18,671 | $(36,577) | $(78,815) | - Q2 2025 revenue increased by **$8.672 million (20.8%)** year-over-year[19](index=19&type=chunk) - Reported a net loss of **$38.206 million** in Q2 2025, a significant decline from a net income of **$16.655 million** in Q2 2024[19](index=19&type=chunk) - The change in fair value of earn-out liabilities (zero in Q2 2025 vs. **$22.109 million** gain in Q2 2024) and warrant liabilities (loss of **$13.033 million** in Q2 2025 vs. gain of **$21.009 million** in Q2 2024) significantly impacted net income/loss[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash provided by operating activities was $0.156 million, a substantial improvement from net cash used of $37.702 million in the prior year period, largely due to positive changes in working capital and significantly increased net cash from financing activities due to warrant exercises Condensed Consolidated Statements of Cash Flows Highlights (in thousands of dollars) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by (used in) operating activities | $156 | $(37,702) | | Net cash used in investing activities | $(14,176) | $(3,793) | | Net cash provided by financing activities | $151,314 | $70,608 | | Net increase in cash, cash equivalents and restricted cash | $137,294 | $29,113 | | Cash and cash equivalents at end of the period | $344,901 | $31,631 | - Operating cash flow improved significantly, shifting from **$37.702 million** cash used in H1 2024 to **$0.156 million** cash provided in H1 2025[21](index=21&type=chunk) - Purchases of property and equipment increased to **$14.176 million** in H1 2025, up from **$3.793 million** in H1 2024[21](index=21&type=chunk) - Net cash provided by financing activities more than doubled to **$151.314 million** in H1 2025, primarily driven by **$176.620 million** from warrant exercises[21](index=21&type=chunk) [Non-GAAP Financial Measures & Key Metrics](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Key%20Metrics) [Adjusted EBITDA Reconciliation](index=3&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA for Q2 2025 was a loss of $25.368 million, comparable to Q2 2024, while the six-month period saw an increased loss of $31.978 million compared to $23.543 million in the prior year - Adjusted EBITDA is a key performance measure used by management to assess operating performance, excluding non-operating sources like interest income/expense, share-based compensation, and fair value changes[10](index=10&type=chunk) Adjusted EBITDA (in thousands of dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net income (loss) | $(38,206) | $16,655 | $(37,231) | $(101,376) | | Adjusted EBITDA | $(25,368) | $(25,108) | $(31,978) | $(23,543) | - Q2 2025 Adjusted EBITDA loss remained relatively stable year-over-year[24](index=24&type=chunk) - For the six-month period, Adjusted EBITDA loss increased from **$23.543 million** in 2024 to **$31.978 million** in 2025[24](index=24&type=chunk) [Free Cash Flow Reconciliation](index=3&type=section&id=Free%20Cash%20Flow%20Reconciliation) Free Cash Flow for the six months ended June 30, 2025, improved significantly to a negative $14.020 million, compared to a negative $41.495 million in the prior year period, driven by a positive shift in operating cash flow despite increased capital expenditures - Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment, serving as a meaningful indicator of liquidity[11](index=11&type=chunk)[25](index=25&type=chunk) Free Cash Flow (in thousands of dollars) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by (used in) operating activities | $156 | $(37,702) | | Purchases of property and equipment | $(14,176) | $(3,793) | | Free cash flow | $(14,020) | $(41,495) | - Free cash flow improved by **$27.475 million** in H1 2025 compared to H1 2024[26](index=26&type=chunk) - Free Cash Flow is a non-GAAP measure with limitations, including potential incomparability to other companies and sensitivity to capital investments and working capital fluctuations[27](index=27&type=chunk) [Backlog](index=3&type=section&id=Backlog) Contracted backlog decreased by $71.4 million to $256.909 million as of June 30, 2025, from $328.345 million at December 31, 2024, primarily due to performance on existing contracts and IM-2 mission close-out adjustments, partially offset by new awards - Contracted backlog is defined as the total estimated future revenue from awarded contracts, less previously recognized revenue[11](index=11&type=chunk) Backlog (in thousands of dollars) | Metric | June 30, 2025 | December 31, 2024 | Change | | :------ | :-------------- | :---------------- | :----- | | Backlog | $256,909 | $328,345 | $(71,436) | - The decrease in backlog was primarily due to **$112.8 million** from performance on existing contracts and **$8.4 million** from IM-2 mission close-out adjustments[28](index=28&type=chunk) - The decrease was partially offset by **$49.8 million** in new awards, including **$18.0 million** for the NSN contract, **$10.0 million** for the TSC grant, and **$7.0 million** for the OMES III contract[28](index=28&type=chunk) [Additional Information](index=3&type=section&id=Additional%20Information) [Conference Call Information](index=3&type=section&id=Conference%20Call%20Information) Intuitive Machines hosted a conference call on August 7, 2025, at 8:30 am Eastern Time to discuss the Q2 2025 results, with a webcast replay available on the company's investor relations website - Conference call held on August 7, 2025, at 8:30 am Eastern Time to discuss financial results[7](index=7&type=chunk) - A live webcast and replay are available on the investors portion of the Intuitive Machines' website: https://investors.intuitivemachines.com[7](index=7&type=chunk)[8](index=8&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This press release includes forward-looking statements regarding future expectations, plans, financial performance, and industry outlook, which are subject to various risks and uncertainties and are not guarantees of future performance, with no obligation to update them unless required by applicable securities laws - The press release includes 'forward-looking statements' as defined by the Private Securities Litigation Reform Act of 1995, identified by words such as 'anticipate,' 'expect,' 'plan,' etc[13](index=13&type=chunk) - These statements cover expectations and plans related to business combinations, lunar missions, product demand, contract bids, revenue, operations, financial performance, and business strategy[13](index=13&type=chunk) - Actual results may differ materially due to various factors, including reliance on key personnel, limited operating history, competition, safety performance, cyber incidents, market failures, launch delays, customer concentration, and regulatory compliance[13](index=13&type=chunk) - Forward-looking statements are based on information available as of the presentation date, and the company does not undertake any obligation to update them, except as required by applicable securities laws[14](index=14&type=chunk) [Contacts](index=4&type=section&id=Contacts) Contact information for investor and media inquiries is provided - For investor inquiries: investors@intuitivemachines.com[15](index=15&type=chunk) - For media inquiries: press@intuitivemachines.com[15](index=15&type=chunk)

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 Fiscal Third Quarter 2025 Financial Results](index=1&type=section&id=MACOM%20Fiscal%20Third%20Quarter%202025%20Financial%20Results) MACOM's fiscal third quarter 2025 results present strong financial performance, a positive management outlook, and detailed financial statements [Financial Highlights](index=1&type=section&id=Financial%20Highlights) MACOM reported strong financial results for the third fiscal quarter of 2025, with significant year-over-year and sequential growth in revenue, and substantial increases in both GAAP and non-GAAP net income and earnings per share Q3 Fiscal 2025 GAAP Financial Highlights | Metric | Q3 FY2025 | Q3 FY2024 | YoY Change | Q2 FY2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | $252.1M | $190.5M | +32.3% | $235.9M | +6.9% | | Gross Margin | 55.3% | 53.2% | +210 bps | 55.2% | +10 bps | | Income from Operations | $37.7M | $19.7M | +91.4% | $34.9M | +8.0% | | Net Income | $36.5M | $19.9M | +83.4% | $31.7M | +15.1% | | Diluted EPS | $0.48 | $0.27 | +77.8% | $0.42 | +14.3% | Q3 Fiscal 2025 Adjusted Non-GAAP Financial Highlights | Metric | Q3 FY2025 | Q3 FY2024 | YoY Change | Q2 FY2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Adjusted Gross Margin | 57.6% | 57.5% | +10 bps | 57.5% | +10 bps | | Adjusted Income from Operations | $63.5M | $45.6M | +39.3% | $59.8M | +6.2% | | Adjusted Net Income | $68.2M | $48.9M | +39.5% | $64.3M | +6.1% | | Adjusted Diluted EPS | $0.90 | $0.66 | +36.4% | $0.85 | +5.9% | [Management Commentary and Business Outlook](index=1&type=section&id=Management%20Commentary%20and%20Business%20Outlook) Management expressed confidence in the company's performance, attributing strong results to a competitive product portfolio and growing market momentum, while issuing a positive outlook for Q4 FY2025 - President and CEO Stephen G. Daly stated that the quarterly results demonstrate the growing competitiveness of MACOM's diverse product portfolio and increasing market momentum[4](index=4&type=chunk) Q4 Fiscal 2025 Business Outlook | Metric | Expected Range | | :--- | :--- | | Revenue | $256M - $264M | | Adjusted Gross Margin | 56.0% - 58.0% | | Adjusted Earnings per Diluted Share | $0.91 - $0.95 | [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) This section presents MACOM's unaudited consolidated financial statements, detailing the company's financial position, operational performance, and cash flow activities [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the third quarter ended July 4, 2025, MACOM generated $252.1 million in revenue, a 32.3% increase year-over-year, with net income reaching $36.5 million or $0.48 per diluted share Income Statement Summary | Line Item | Three Months Ended July 4, 2025 ($ thousands) | Three Months Ended June 28, 2024 ($ thousands) | | :--- | :--- | :--- | | Revenue | $252,079 | $190,486 | | Gross Profit | $139,436 | $101,409 | | Income from Operations | $37,660 | $19,716 | | Net Income | $36,534 | $19,939 | | Diluted EPS | $0.48 | $0.27 | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of July 4, 2025, MACOM's total assets increased to $2.00 billion, driven by growth in current assets including cash, cash equivalents, and short-term investments, while total liabilities also rose Balance Sheet Summary | Line Item | July 4, 2025 ($ thousands) | September 27, 2024 ($ thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $125,466 | $146,806 | | Short-term investments | $609,760 | $435,082 | | Total current assets | $1,127,355 | $903,078 | | Total assets | $2,003,272 | $1,755,640 | | **Liabilities & Equity** | | | | Total current liabilities | $294,647 | $108,184 | | Total liabilities | $739,921 | $629,297 | | Total stockholders' equity | $1,263,351 | $1,126,343 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended July 4, 2025, net cash provided by operating activities significantly improved to $165.7 million, while the company used $246.1 million in investing activities and generated $58.8 million from financing activities Cash Flow Summary (Nine Months Ended) | Line Item | July 4, 2025 ($ thousands) | June 28, 2024 ($ thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $165,732 | $100,311 | | Net cash used in investing activities | ($246,131) | ($148,615) | | Net cash provided by (used in) financing activities | $58,796 | ($8,434) | | Net change in cash and cash equivalents | ($21,340) | ($56,648) | [Reconciliation of GAAP to Non-GAAP Financial Measures](index=2&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Financial%20Measures) This section explains MACOM's use of non-GAAP financial measures and provides a detailed reconciliation to comparable GAAP figures, showing an adjusted non-GAAP net income of $68.2 million for Q3 2025 - Management uses non-GAAP financial measures to evaluate ongoing operating performance by excluding items such as intangible amortization, share-based compensation, acquisition-related costs, and non-cash interest[10](index=10&type=chunk)[11](index=11&type=chunk) Q3 FY2025 GAAP to Non-GAAP Net Income Reconciliation | Description | Amount ($ thousands) | | :--- | :--- | | **Net income - GAAP** | **$36,534** | | Amortization expense | $4,967 | | Share-based compensation expense | $19,568 | | Non-cash interest, net | $381 | | Acquisition and integration related costs | $1,321 | | Tax effect of non-GAAP adjustments | $5,436 | | **Adjusted net income (Non-GAAP)** | **$68,207** | [About MACOM & Forward-Looking Statements](index=2&type=section&id=About%20MACOM%20%26%20Forward-Looking%20Statements) MACOM manufactures high-performance semiconductor products for Industrial and Defense, Data Center, and Telecommunications sectors, with this report containing forward-looking statements subject to inherent risks and uncertainties - MACOM designs and manufactures semiconductor products for the Industrial and Defense, Data Center, and Telecommunications industries, serving over **6,000 customers** annually[7](index=7&type=chunk) - The press release contains forward-looking statements about strategic plans, growth, and financial outlook, which are subject to risks and uncertainties that could cause actual results to differ materially[8](index=8&type=chunk)[9](index=9&type=chunk)

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)