UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ 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: 001-40386 ONEMEDNET CORPORATION (Exact name of registrant as specified in its charter) | Delaware | 86-2076743 | | --- | --- | | ...

Real World Data and Evidence - OneMedNet has established a network of 2,130 healthcare sites, enabling extensive access to regulatory-grade data for clinical imaging [26]. - The company launched its iRWDTM solution in 2019, becoming the first Real World Data solution for life science companies, leveraging its existing technology and customer base [25]. - Approximately 90% of healthcare data, by size, is associated with imaging, highlighting the significant role of imaging in patient diagnosis [33]. - In 2020, there were 28 oncology product submissions that included Real World Data, indicating a growing reliance on such data for regulatory decision-making [54]. - OneMedNet's data is fully de-identified and ready for use, eliminating the need for data manipulation by life science users [41]. - The company employs AI/ML technology for data curation, ensuring high accuracy and compliance with regulatory standards [36]. - Real World Evidence derived from OneMedNet's data can support regulatory submissions, enhancing the approval process for new medical products [50]. - The integration of AI in Real World Data processing is expected to improve the quality and speed of insights for pharmaceutical and biotech companies [55]. - OneMedNet's focus on regulatory-grade imaging RWD curation positions it as a leader in the field, addressing the complex needs of life science organizations [36]. - The global Real World Evidence solutions market size was estimated at USD $2.6 billion in 2023 and is expected to grow at a compound annual growth rate (CAGR) of 7.4% from 2024 to 2030 [86]. - The FDA launched the Real World Evidence Program in December 2022 to support regulatory decisions and develop consistent decision-making processes regarding Real World Evidence [87]. - The COVID-19 pandemic accelerated the adoption of Real World Evidence solutions, exemplified by the collaboration between ConcertAI and the FDA to generate Real World Evidence for cancer treatment [89]. - Real World Evidence is increasingly recognized by regulatory authorities, with the FDA expected to conduct its first full post-market safety approval using only Real World Evidence [71]. - Real World Evidence provides valuable insights into drug usage and safety, aiding life sciences companies in post-market surveillance and regulatory compliance [77]. - The FDA has emphasized the importance of Real World Evidence in monitoring post-market safety and adverse events, utilizing it to inform regulatory decisions [84]. - The demand for enhanced Real World Evidence capabilities is driving market growth, reflecting a shift from volume to value-based care in the life sciences industry [86]. - The global Real World Evidence solutions market is projected to grow from $2.62 billion in 2024 to $4.55 billion by 2030, at a CAGR of 8.2% [95]. - The global Real World Data market is estimated to be valued at $7.51 billion in 2024, with a forecasted CAGR of 9.1% from 2024 to 2031 [92]. - In 2021, the real world datasets segment accounted for 51.2% of the global Real World Evidence solutions market [92]. - Regulatory agencies like EMA and FDA are increasingly utilizing Real World Evidence in decision-making processes, driving demand for Real World Data solutions [95]. Financial Performance - The company generated net losses of $2.8 million and $10.1 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of approximately $104.4 million as of December 31, 2025 [131][134]. - Total revenue for the year ended December 31, 2025, was $1.4 million, an increase of 111% compared to $0.6 million in 2024, primarily driven by a $1.0 million increase in data delivery revenue [220]. - Data delivery revenue (iRWD) increased by 329% to $1.3 million in 2025, while subscription revenue (BEAM) decreased by 70% to $0.1 million due to the platform's decommissioning in May 2025 [220]. - Cost of revenue rose to $1.9 million in 2025, a 102% increase from $0.9 million in 2024, primarily due to higher data and curation charges associated with increased data delivery revenue [221]. - Gross margin for 2025 was negative $503,000, compared to negative $281,000 in 2024, reflecting the impact of rising costs relative to revenue [219]. - General and administrative expenses decreased by 9% to $6.4 million in 2025, down from $7.0 million in 2024 [219]. - Sales and marketing expenses increased by 53% to $1.3 million in 2025, compared to $0.8 million in 2024, indicating a strategic push in marketing efforts [219]. - Research and development expenses were $1.5 million in 2025, a slight increase of 3% from $1.5 million in 2024, reflecting ongoing investment in product development [219]. - Interest expense decreased by 54% to $67,000 in 2025, down from $147,000 in 2024, indicating improved debt management [219]. Corporate Developments - A subsidiary of Data Knights merged with OneMedNet Solutions Corporation on November 7, 2023, changing its name to OneMedNet Corporation [100]. - The business combination completed on November 7, 2023, involved a total consideration of approximately $200 million, resulting in the rebranding of Data Knights to OneMedNet Corporation [201]. - The company plans to expand its sales network globally, focusing on Imaging AI, medical device companies, and pharmaceutical companies [95]. - The company aims to enhance its service offerings and expand its product portfolio into high-growth Real World Data and Real World Evidence solutions [96][98]. Risks and Challenges - The company faces significant risks related to competition in the Real World Data and Real World Evidence market, which is evolving and highly competitive [139]. - The company may encounter difficulties in managing growth, which could negatively impact operations and resource allocation [135]. - The company must continue to commit resources to develop its Real World Data and Real World Evidence technology to establish a competitive position [142]. - The company is increasingly dependent on information technology systems, and any security breaches could adversely affect its business and reputation [144][146]. - The company is subject to extensive government regulation and oversight, which could lead to increased costs and penalties if compliance is not maintained [150]. - The company has experienced significant legal scrutiny regarding privacy and security regulations, with potential severe penalties for violations [151]. - The company’s operations could be adversely affected by natural disasters and other catastrophic events, impacting service delivery and data integrity [153]. - The company faces risks related to bitcoin holdings, including potential loss due to security breaches and regulatory changes that could classify bitcoin as a security [159]. - The trading price of the company's common stock may be subject to extreme volatility, influenced by various market factors and operational performance [160]. - The company may face securities litigation following periods of market price volatility, which could divert management resources and incur substantial costs [162]. - The company’s ability to maintain its listing on Nasdaq is critical, as failure to meet listing requirements could impair stock liquidity and financing options [164]. - Principal stockholders hold significant influence over corporate actions, which could delay or prevent acquisitions or significant transactions [166]. - The company has identified material weaknesses in its internal control over financial reporting, which could lead to inaccuracies in financial statements and affect investor confidence [180]. - The company is in the process of remediating identified material weaknesses but cannot estimate when these efforts will be completed, posing risks to future financial reporting [181]. - The company faces significant increased expenses and administrative burdens as a public company, which could adversely affect its financial condition and results of operations [178]. - The company may not be able to raise additional capital on attractive terms, which could materially affect its operations and prospects [182]. Cybersecurity Measures - The company has implemented a comprehensive cybersecurity framework to protect its systems and sensitive information from unauthorized access [187]. - The company's cybersecurity program is overseen by the Audit Committee, which receives regular updates on critical issues related to information security risks [187]. - The company employs various data security technologies and practices, including multi-factor authentication and identity management, to safeguard its information infrastructure [188]. - The company has established global incident response procedures and training programs to enhance its cybersecurity posture and mitigate risks [190].

Product Development and Clinical Trials - Aspire plans to submit a 505(b)(2) NDA for its high-dose sublingual aspirin product by late 2026, following positive clinical trial results demonstrating faster bioavailability compared to standard oral aspirin [26]. - The successful clinical trial completed in July 2025 involved six healthy adult volunteers and showed that Aspire's sublingual delivery technology results in much faster aspirin bioavailability in the blood [26]. - Aspire's clinical trials for its aspirin product are designed to demonstrate a shorter time to clinically meaningful pharmacodynamic effect compared to standard oral aspirin, with the next trial expected to start in summer 2026 [36]. - Aspire has completed clinical trials for high-dose sublingual aspirin and plans to file an NDA (investigational new drug application) soon [204]. - Clinical development for Aspire's product candidates is lengthy and expensive, with uncertain outcomes that may delay or prevent regulatory approval [206]. - Delays in clinical trials can arise from various factors, including patient enrollment challenges and regulatory compliance issues [207]. - Aspire relies on third parties for conducting clinical trials, which may affect the timelines and costs associated with product development [219]. Intellectual Property and Patents - The company has developed a working formulation for sublingually administered melatonin and filed for patent protection, exploring licensing possibilities for this product [37]. - Aspire has also developed formulations for sublingually administered vitamins D, E, and K, and filed for patent protection under the Omnibus Patent [38]. - The company has filed patent applications for sublingual aspirin products, with a focus on improving delivery mechanisms to enhance patient outcomes [60]. - The company has a patent application for lower dose aspirin (63/456,290) filed on March 3, 2023, which is currently pending [54]. - The company intends to file a PCT application on October 1, 2025, claiming priority to U.S. Application No. 63/702,381, with a nominal expiration of October 1, 2045 [48]. - Aspire's new patent-pending formulation for its aspirin product is designed to facilitate rapid sublingual absorption, bypassing gastrointestinal issues associated with traditional aspirin [31]. - The company has filed multiple patent applications for its product candidates, indicating a focus on protecting its intellectual property as it moves towards commercialization [202]. Manufacturing and Supply Chain - Aspire has entered into a manufacturing agreement with Glatt for the production of its high-dose sublingual aspirin, with additional agreements in place for fill-and-finish processes and future clinical trials [25]. - The company has successfully completed cGMP manufacturing of its high-dose aspirin product for clinical trials, receiving positive feedback from the FDA regarding its Pre-IND meeting request [60]. - Aspire is subject to manufacturing and supply chain risks that could increase costs and limit product supply [159]. - The company relies on suppliers for components and services, and any failure in supply could adversely impact operations [172]. - Aspire's reliance on a limited number of suppliers poses risks of business interruptions and potential delays in product manufacturing [187]. Financial Position and Funding - Aspire has incurred net losses since inception and anticipates continuing to incur substantial losses in the foreseeable future [157]. - The Company requires substantial additional financing to achieve its goals, and failure to obtain necessary capital could delay or terminate product development [157]. - The company has issued two 20% original issue discount senior secured convertible debentures totaling $3,750,000, with a conversion price set at 92.5% of the lowest daily VWAP [72]. - Aspire Biopharma, Inc. entered into a Securities Purchase Agreement on August 19, 2025, selling convertible notes worth $9,687,500 for a subscription price of $7,750,000 [80]. - The company faced a compliance deficiency with Nasdaq regarding a minimum Market Value of Listed Securities of $50 million, with a 180-day period to rectify the issue [86]. - The company also received a Bid Price Notice for failing to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq [87]. - Aspire has retained experienced consultants to develop a plan for FDA approval of the sublingual aspirin delivery mechanism [117]. Market and Competition - The company faces competition from larger pharmaceutical and biotechnology companies with greater resources and experience in product development and commercialization [43]. - The company’s ability to compete may be affected by the pricing of its products, which are expected to be at a premium over generic alternatives [45]. - Aspire's business is highly dependent on the success of its lead product candidate, high-dose sublingual aspirin, which requires significant clinical testing [157]. - The ongoing military actions in Ukraine and the Israel-Hamas conflict may adversely affect Aspire's financial position and operations due to increased market volatility and financing challenges [184]. - Aspire's technology platforms are based on novel technologies, and the regulatory approval pathway for its product candidates is unproven, which may hinder market acceptance [188]. Corporate Governance and Compliance - Aspire Biopharma, Inc. stockholders received shares of New Aspire Common Stock valued at $350 million, adjusted for cash and indebtedness at closing [67]. - The Reverse Recapitalization was completed on February 17, 2025, with PowerUp Acquisition Corp. changing its name to Aspire Biopharma Holdings, Inc. [71]. - The Reverse Recapitalization was treated as a capital transaction, with Aspire Biopharma, Inc. recognized as the accounting acquirer [74]. - The Company regained compliance with the Bid Price Rule on February 3, 2026, and met the $2,500,000 stockholders' equity rule by February 18, 2026 [89]. - The Company has incurred and will continue to incur costs to comply with a wide range of federal, state, and local regulations, which are expected to increase [183]. - Aspire is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [149]. Product Portfolio and Future Plans - The company has initiated the marketing of its caffeine product, "Buzz Bomb," with 2,000,000 units manufactured and sales beginning on January 15, 2026 [40]. - Aspire is working on a sublingual erectile dysfunction (ED) medication, with an expected FDA approval timeline of at least 2-3 years [200]. - Aspire has developed a single serving sublingual pre-workout supplement and a "coffee or soda replacement" using patent-pending technology, with initial sales beginning in Q3 2025 [201]. - Aspire's scientists are working on formulations for various drugs, including anti-nausea products and anti-psychotic products, with several patents filed for these formulations [202]. - Aspire's high-dose sublingual aspirin product candidates are in development to treat heart attacks and strokes, with preliminary scientific evidence supporting their feasibility [189].

Product Development and Clinical Trials - Aspire plans to submit a 505(b)(2) NDA for its high-dose sublingual aspirin product by late 2026, following positive clinical trial results demonstrating faster aspirin bioavailability compared to standard oral aspirin [26]. - Aspire's recent clinical trial results showed that its sublingual aspirin product achieved faster therapeutic concentrations in the bloodstream, with significant pharmacodynamic effects compared to conventional aspirin [35]. - The company has received positive feedback from the FDA regarding its proposed next clinical trial for high-dose aspirin, which aims to evaluate its pharmacodynamic effects on platelet inhibition [36]. - Aspire has completed clinical trials for its high-dose aspirin, with final results provided on September 5, 2025, and plans to submit a 505(b)(2) NDA to the FDA for marketing approval [195]. - Clinical development for Aspire's product candidates is lengthy and expensive, with uncertain outcomes and a high rate of attrition in clinical trials [206]. - Delays in clinical trials can arise from various factors, including patient enrollment challenges and regulatory requirements, which could adversely affect Aspire's ability to generate product revenues [209]. - Aspire relies on third parties for conducting clinical trials, and any failure in their performance could delay regulatory approval and commercialization of product candidates [219]. - The company must comply with good clinical practices (GCPs) and current good manufacturing practices (cGMPs) to ensure the reliability of clinical data and successful regulatory approval [219]. Manufacturing and Supply Chain - The company has entered into a development and manufacturing agreement with Glatt to produce high-dose sublingual aspirin for clinical trials, with additional agreements for fill-and-finish services and future manufacturing needs [25]. - Aspire's manufacturing strategy relies on third-party contract manufacturers, with no current plans to develop in-house manufacturing capabilities [24]. - Aspire has entered into a manufacturing agreement with Desert Stream, Inc. to produce 2,000,000 units of its caffeine supplement marketed under the trademark "Buzz Bomb," with marketing and labeling starting on January 15, 2026 [201]. - The company is subject to manufacturing and supply chain risks that could increase costs and limit product supply [159]. - Aspire's reliance on a limited number of suppliers poses risks of business interruptions and potential delays in product manufacturing [187]. Intellectual Property and Technology - Aspire's patent-pending sublingual delivery technology is designed to improve drug efficacy and response time, with a focus on rapid absorption and high-dose delivery [31]. - The company has filed patent applications for sublingual aspirin products, with a focus on improving delivery mechanisms to avoid gastric issues, and has received positive feedback from recent clinical trials [60]. - The company’s intellectual property strategy includes filing U.S. and international patent applications to protect its drug candidates and formulations [47]. - Aspire has a pipeline of pending patent applications, including formulations for oral mucosal delivery of various substances, with key applications filed on January 9, 2026, and March 3, 2023 [54][55]. - Aspire's intellectual property rights may not provide a significant competitive advantage, and enforcement of these rights could be challenging [173]. Financial Performance and Capital Requirements - Aspire has incurred net losses since inception and anticipates continuing substantial losses in the foreseeable future, necessitating additional financing [157]. - The company relies on external financing for operations and may not secure necessary capital on favorable terms, jeopardizing its business plan [166]. - Aspire's future capital requirements depend on various factors, including the costs of research, regulatory approvals, and commercialization activities [168]. - The company has not recorded the assets from the asset purchase agreement due to the contingent nature of the transaction as of September 30, 2025 [64]. - Aspire's existing stockholders will hold over 64.4% of the voting interest in New Aspire under various redemption scenarios [76]. Market Competition and Challenges - The company is facing competition from larger pharmaceutical firms with greater resources and experience in drug development and commercialization [43]. - Aspire's business is highly dependent on the success of its lead product candidate, high-dose sublingual aspirin, which requires significant clinical testing before regulatory approval [157]. - The company faces significant competition from other biotechnology and pharmaceutical companies, which could adversely affect its operating results [159]. - Aspire has no marketing and sales organization and lacks experience in marketing products, which may hinder revenue generation [159]. - The ongoing military actions in Ukraine and the Israel-Hamas conflict may adversely affect Aspire's financial position and operations due to increased market volatility and financing challenges [184]. Regulatory Compliance - The company is subject to extensive regulatory compliance, which requires significant time and financial resources for product development and approval processes [118]. - Aspire has retained experienced consultants to assist in discussions with the FDA regarding the approval of its sublingual delivery mechanism [60]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act [148]. - Aspire's technology platforms are based on novel technologies, and the regulatory approval pathway remains unproven, posing risks to market acceptance [188]. - The company faces increasing regulatory compliance costs and risks associated with potential violations of federal, state, or local laws [183]. Product Pipeline and Future Developments - The company is developing additional products, including sublingual formulations for melatonin, vitamins D, E, and K, and ED medication, with patent applications filed for these formulations [37][38][39]. - Aspire's melatonin sleep-aid product has been developed in 3mg, 5mg, and 10mg doses, with patent protection filed under application 63/890,248 [198]. - The company is also developing sublingual formulations for vitamins D, E, and K, with patent protection filed in the Omnibus Patent [199]. - Aspire is working on a sublingual erectile dysfunction (ED) medication, with an expected FDA approval timeline of at least 2-3 years [200]. - Aspire has developed a single serving sublingual pre-workout supplement and a single dose "coffee or soda replacement" using patent-pending sublingual absorption technology, with trial runs and consumer testing conducted in Q2 2025 [201].

Financial Overview - HCIC completed its upsized initial public offering of 24.15 million units, generating gross proceeds of $241.5 million, with offering costs of approximately $9.67 million[23]. - The private placement of 671,000 units at $10.00 per unit generated additional gross proceeds of $6.71 million[24]. - The proceeds from the initial public offering and private placement are held in a trust account, invested in U.S. government treasury obligations or money market funds[25]. - HCIC has approximately $241.5 million available in its trust account for a business combination as of February 6, 2026, which includes deferred underwriting discounts and commissions of up to $4.83 million[60]. - HCIC's trust account held approximately $10.00 per public share as of February 6, 2026, net of accrued taxes[92]. - The per share redemption amount upon dissolution is expected to be approximately $10.00, but may be subject to claims from creditors[116]. - Only approximately $1,030,000 is available outside the trust account for HCIC's working capital requirements[182]. Acquisition Strategy - HCIC intends to focus on acquiring businesses in the industrial innovation and energy transition sectors, targeting an aggregate enterprise value of $500 million or greater[27]. - HCIC's acquisition criteria include targeting businesses with a large addressable market and a scalable growth platform, emphasizing sustainable growth due to shifting customer preferences[46]. - The company aims to partner with experienced management teams that share its strategic vision, enhancing operational capabilities post-acquisition[46]. - HCIC has identified over 1,600 potential acquisition targets since 2013, with meaningful reviews of over 40 targets for business combinations[44]. - The investment strategy focuses on industrial innovation and energy transition targets with an expected aggregate enterprise value of $500 million or greater[45]. Management and Experience - The management team has a strong track record, having executed or advised on 14 different business combinations across various industries since 2014[30]. - HCIC's management team has successfully executed or advised on 14 business combinations with a combined total enterprise value of approximately $8.8 billion[42]. - Daniel J. Hennessy, the CEO, has over 30 years of experience in private equity and over 10 years in the SPAC asset class[38]. - The board of directors includes members with extensive experience in mergers and acquisitions, with one director having led over $38 billion in closed transactions[39][40]. - The management team believes its relationships will generate attractive acquisition opportunities[38]. - Thomas D. Hennessy has successfully executed multiple SPAC business combinations, enhancing HCIC's credibility[35]. - HCIC's management team has extensive experience in evaluating and executing SPAC transactions, which is a core competency for selecting value-maximizing opportunities[44]. Business Combination Process - HCIC has a 24-month window from its IPO to complete an initial business combination, with provisions for shareholder votes to extend this period[48]. - If HCIC fails to complete its initial business combination within the specified timeframe, it will redeem public shares at a price based on the trust account balance[50]. - Nasdaq rules require HCIC to complete business combinations with an aggregate fair market value of at least 80% of the trust account value at the time of the agreement[51]. - HCIC's initial business combination requires shareholder approval, needing at least 6,393,244 public shares (26.5% of 24,150,000) to vote in favor for approval[101]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the trust account value at the time of the agreement[71]. - HCIC's initial business combination may be subject to negative economic, competitive, and regulatory developments that could adversely impact its industry[79]. Shareholder Rights and Redemption - Shareholders may redeem their public shares for cash upon completion of HCIC's initial business combination, with the redemption price based on the amount in the trust account divided by the number of outstanding public shares[92]. - HCIC's initial shareholders, officers, and directors have agreed to waive their redemption rights for any founder shares, private placement shares, and public shares in connection with the initial business combination[92]. - HCIC's shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in its initial public offering without prior consent[104]. - The tender offer period for redemptions will be at least 20 business days, with a final proxy statement mailed at least 20 days prior to the shareholder vote[105]. - If HCIC's proposed business combination is not completed, public shareholders who elected to redeem their shares will not be entitled to any redemption[109]. - If HCIC does not seek shareholder approval, public shareholders' only opportunity to affect the investment decision is through redemption rights within a minimum of 20 business days[148]. Risks and Challenges - HCIC's lack of business diversification may pose risks, as its success may depend entirely on the performance of a single business post-combination[77]. - The company may face challenges in selecting a suitable business target and completing its initial business combination within the prescribed time frame[137]. - HCIC's financial performance post-business combination may be negatively affected by the lack of an established record of revenue and experienced management[137]. - The company is subject to risks related to market volatility and economic conditions that may hinder its ability to complete the initial business combination[138]. - HCIC's initial shareholders will lose their entire investment if the initial business combination is not completed, which may create conflicts of interest[138]. - The company may experience increased costs and difficulties in obtaining directors and officers liability insurance, which could impact its ability to negotiate and complete an initial business combination[141]. Regulatory and Compliance Issues - HCIC has filed a registration statement on Form 8-A with the SEC, making it subject to reporting obligations, including the requirement to file annual, quarterly, and current reports[129]. - Compliance with the Sarbanes-Oxley Act may increase costs and time for HCIC to complete its initial business combination[207]. - HCIC is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A ordinary shares held by non-affiliates exceeds $700 million[133]. - HCIC's initial business combination may face regulatory review, including scrutiny from CFIUS, which could delay or prohibit the transaction[167]. Financial Obligations and Future Funding - The company does not currently anticipate needing additional funds for operations but may require financing for business combinations or to cover redemptions[54]. - HCIC may raise additional funds through private offerings or loans to complete its initial business combination[64]. - If HCIC's initial business combination agreement requires a minimum cash condition, it may need to reserve cash or seek third-party financing, which could lead to dilution for existing shareholders[151]. - The company may need to rely on loans from its sponsor or management team to fund its search for a target business[181]. - HCIC's obligation to indemnify its officers and directors may discourage shareholders from pursuing lawsuits against them[188]. Miscellaneous - HCIC's independent directors may choose not to pursue legal action against the sponsor for indemnification if the costs are deemed too high relative to recoverable amounts[119]. - The company intends to comply with Regulation 14A for any shareholder vote, even if it cannot maintain its Nasdaq listing[97]. - HCIC's management may not adequately assess all significant risk factors in potential business combinations, leading to potential shareholder value reduction[199]. - The control exerted by HCIC's initial shareholders will continue until the completion of the initial business combination[219].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 30, 2026 THERAPEUTICSMD, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 001-00100 87-0233535 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 951 Yamato Road, Suite 220 Boca Raton, FL 33431 (Address of Principal ...

Sales Performance - Gross sales for the year ended December 31, 2025, reached $57.6 million, a 15.6% increase from $49.9 million in 2024[37] - The company’s net sales for 2025 reached approximately $49.89 million, with a 15.5% increase from $43.30 million in 2024[53] - E-commerce sales accounted for 50% of total net sales in 2025, while wholesale sales also represented 50%, showing a balanced revenue stream[53] - The wholesale channel sales grew by 41% in 2025 compared to 2024, driven by distribution expansion and higher shelf velocities[59] - Over 80% of direct-to-consumer net sales in both 2025 and 2024 came from subscribers or repeat users, indicating strong customer retention[58] Product Development and Market Trends - Coffee creamers accounted for 59% of total gross sales in 2025, generating $29.3 million, up from 53% and $23.1 million in 2024[37] - The company plans to expand its coffee creamer selection with additional flavors and functional ingredients, capitalizing on the growing U.S. creamer market valued at $7.1 billion in 2025, expected to grow at a 6.8% CAGR through 2030[40] - The U.S. instant coffee market generated approximately $859.3 million in revenue in 2025, indicating a strong demand for instant beverage products[45] - The U.S. greens powder market is projected to reach $338.5 million in 2025, with a CAGR of 10.7% from 2025 to 2032, highlighting growth potential in this segment[48] - The U.S. snack bar market is valued at $12.4 billion and is expected to grow at an 8.3% CAGR from 2026 to 2031, presenting opportunities for the company’s Protein Bars and Picky Bars[52] - The U.S. powdered electrolyte mix market is estimated at $2.7 billion in 2024, where the Hydrate product competes against established brands[51] - The North American coconut water market is projected to be $908 million in 2024, where the company’s Hydrate product competes[51] - The company’s new protein coffee product provides 10 grams of protein per serving and zero grams of sugar, targeting health-conscious consumers[44] Strategic Initiatives - The company aims to enhance its omnichannel distribution strategy, which includes e-commerce and wholesale, to maximize market penetration and customer engagement[26] - The company has a focus on new product development that aligns with its brand ethos of high-quality ingredients and nutritional density, aiming to diversify its revenue base[31] - The company plans to evaluate additional strategic transactions in the premium functional food market to further expand its product offerings and market presence[25] Regulatory Compliance - The company is subject to various labeling requirements at federal, state, and local levels, including compliance with FDA and FTC regulations[74] - The FDA mandates that all food products disclose net contents, identity, nutrition information, and manufacturer details, ensuring claims are truthful and not misleading[75] - The company believes it is in material compliance with existing food-related regulations, although future regulatory changes could impact capital expenditures and earnings[77] - The FTC regulates advertising for consumer products, requiring truthful and adequately substantiated claims, with potential investigations for non-compliance[80] Corporate Responsibility and Workforce - The company is committed to environmental, social, and governance (ESG) best practices, focusing on sustainable sourcing and reducing single-use plastics[33] - The company has a strong vision and values, employing 26 full-time and 2 part-time employees as of December 31, 2025, with no union representation[84] - An annual talent review process identifies top performers and informs development activities to meet future business needs[87] - The company offers competitive salaries and benefits, including employer-paid medical and vision insurance, dental insurance, and a retirement savings plan[88] - The company emphasizes diversity and inclusion to better understand customer needs and enhance innovation[89] Market Outlook - The U.S. grocery market is projected to grow at a 3.2% CAGR from 2024 to 2030, with the natural, organic, and functional food segment expected to grow at a 13.2% CAGR during the same period[23] - The North American Functional Mushroom Supplement Market was valued at $5.5 million in 2023, with a projected growth rate of 12% CAGR from 2024 to 2030[24] - The company completed the Navitas Acquisition on March 12, 2026, expanding its market presence[90]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ 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: 001-00100 THERAPEUTICSMD, INC. (Exact name of Registrant as specified in its Charter) | Nevada | 87-0233535 | | --- | --- ...

Financial Performance - Consolidated revenue increased by $9.3 million, or 442.2%, in 2025 compared to 2024, primarily due to digital asset revenue from the treasury strategy initiated in Q2 2025 [148]. - Consolidated net loss was $73.8 million in 2025, compared to a net loss of $2.7 million in 2024, driven by impairments and increased operating expenses [158]. - Consolidated net loss on digital assets was $27.0 million in 2025, primarily due to impairment charges of $36.8 million from liquid staking tokens and declines in the fair value of SOL [149]. Operating Expenses - Consolidated operating expenses rose by $15.7 million, or 307.4%, in 2025, mainly due to increased general and administrative expenses and a $2.0 million loss on the disposition of JPro [150]. - General and administrative expenses in the real estate segment decreased by $1.4 million, or 52.5%, in 2025 due to reduced employee-related costs following the disposition of JPro [175]. Cash Flow and Financing - Net cash used in operating activities was $17.97 million in 2025, primarily due to payments for professional services and employee-related costs [186]. - Net cash used in investing activities reached $221.54 million in 2025, mainly due to purchases of SOL and settlement of option contracts [187]. - Net cash provided by financing activities was $242.91 million in 2025, driven by proceeds from convertible note offerings and common stock issuance [188]. - The company has short-term obligations of $107,000 and digital asset financing arrangements totaling $67.52 million due in 2026 [189]. - The company has an equity line of credit (ELOC) allowing the sale of up to $1.0 billion of common stock over 36 months, with approximately $933.4 million remaining available as of December 31, 2025 [181][184]. Asset Management - Digital asset holdings amounted to $181.8 million, with an aggregate fair value of $184.1 million, of which $76.9 million is unencumbered and available for liquidity [185]. - As of December 31, 2025, cash and cash equivalents increased to $5.92 million from $2.52 million in 2024, while marketable securities rose to $698,000 from $340,000 [178][180]. Shareholder Actions - The company repurchased 2.0 million shares of common stock for $11.5 million under its stock repurchase program [145]. - A share repurchase program was authorized for up to $100 million, with $88.5 million remaining under the authorization as of December 31, 2025 [192]. - The company declared a special dividend of warrants in October 2025, with an exercise price of $22.50 per share until January 21, 2028 [194]. Interest and Debt - Interest expense was $8.9 million in 2025, primarily from convertible notes and borrowing fees related to digital asset financing arrangements [154]. - Interest payments on long-term debt include $7.03 million due in 2026 and total interest payments of $31.54 million over the life of the debt [189]. Strategic Initiatives - The company adopted a new treasury policy in April 2025, focusing on the long-term accumulation of SOL and related digital assets [145]. - The company acquired two validator nodes for $3.6 million and received net proceeds of $378.5 million through various financing transactions [145].

Revenue and Growth - BGSF's revenue from the Property Management segment grew from $23.0 million in 2010 to $93.3 million in 2025, representing a significant organic growth[30]. - The property management workforce solution market is estimated to be approximately $1.5 billion, indicating a substantial opportunity for growth[23]. - BGSF's operations are focused on the Property Management segment following the sale of the Professional segment in September 2025[24]. - The company is evaluating acquisition opportunities to further grow its Property Management segment in addition to organic growth strategies[31]. - Revenues for the fiscal year ended December 28, 2025, were $93,310 thousand, a decrease of 10.6% from $104,402 thousand in 2024 and a decrease of 25.4% from $125,077 thousand in 2023[148]. - Revenues for Fiscal 2025 decreased by approximately $11.1 million (10.6%) to $93.3 million, primarily due to a 12.1% reduction in billed hours driven by lower demand and increased competition[149]. Workforce and Employment - In 2025, BGSF placed approximately 9,600 individuals in positions with client partners, maintaining responsibility for wages, benefits, and payroll taxes[40]. - BGSF's workforce solutions are primarily provided to small and medium-sized property management companies, with no single client accounting for more than 10% of revenues in recent fiscal years[27]. - As of January 29, 2026, BGSF employed approximately 189 team members across various locations in the U.S.[39]. - Women represented 36% of all team members, while underrepresented minorities accounted for 71% of reporting team members[48]. - The company provided over 10,000 educational hours to 2,200 individuals through professional development initiatives[45]. - In 2025, over 10,000 hours were spent on upskilling the workforce, with more than 3,200 individuals participating in training programs[47]. Financial Performance - Gross profit for the same period was $33.33 million, down 13.5% from $38.37 million in 2024[134]. - The company incurred an operating loss of $8.90 million in 2025, compared to a loss of $5.87 million in 2024[134]. - Net loss for the fiscal year was $11.43 million, compared to a net loss of $3.34 million in 2024[134]. - The gross profit margin for the fiscal year ended December 28, 2025, was 35.7%, down from 36.8% in 2024 and 39.8% in 2023, indicating declining profitability[148]. - Cash provided by operating activities for Fiscal 2025 was $0.1 million, a decrease of $19.3 million compared to $19.4 million in Fiscal 2024[163]. - Total current assets decreased to $38.45 million in 2025 from $45.35 million in 2024, reflecting a decline of 15.2%[204]. Strategic Initiatives - The company has begun investing in AI tools in 2025 to enhance recruiting and onboarding processes, aiming to differentiate itself from competitors[33]. - The company aims to expand its infrastructure and service offerings, invest in new technologies, and explore acquisitions as part of its long-term strategy[59]. - The company initiated a strategic alternatives review process on May 8, 2024, to maximize shareholder value, which included a cost restructuring plan announced in December 2024[145]. - The company has implemented cost restructuring plans aimed at reducing costs and improving operating performance, though these may be complex and not yield desired results[105]. Risks and Compliance - The company is subject to various regulations, including those from the U.S. Department of Labor, which could impose additional financial risks[50]. - Compliance with various labor and employment laws is critical, and failure to comply could materially harm the business[73]. - The company faces risks related to competition, economic downturns, and the ability to attract and retain qualified field talent[53][57][61]. - The company is dependent on workers' compensation insurance at commercially reasonable terms, and loss of coverage could materially affect its financial position[71]. - The company may face employment-related claims, including class action lawsuits, which could lead to significant financial losses[77]. Shareholder Information - The company does not currently pay dividends and has no plans to do so in the future, meaning returns for investors will depend on stock price appreciation[97]. - The company repurchased 351,200 shares of common stock at a total cost of $1.52 million, with a weighted average price of $4.33 per share during 2025[130]. - The board declared a cash dividend of $2.00 per share in September 2025, totaling $22.40 million, but has no plans for regular future dividends[124]. - The company has 797,731 options outstanding under its equity compensation plans, with a weighted average exercise price of $12.30[126]. Market and Economic Conditions - The company is focused solely on the property management market after the recent strategic review process initiated in May 2024[104]. - The company experiences seasonal fluctuations, with demand typically peaking in the third quarter due to increased activity in multifamily units[36]. - The company has been able to moderate the negative impacts of inflation by adjusting its pricing model[186]. - Changes in health care reform laws could increase costs, and inability to raise rates charged to client partners may adversely affect the business[74].