Financial Performance - The company reported a net loss of $435,675 for the three months ended September 30, 2025, primarily due to operating expenses of $472,169 and a provision for income taxes of $9,701[231]. - For the nine months ended September 30, 2025, the company had a net loss of $1,477,092, with operating expenses totaling $1,610,078[232]. - The company reported a net loss per share, with no dilutive securities as of September 30, 2025, resulting in diluted loss per share being the same as basic loss per share[270]. Capital Raising Activities - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021[235]. - The company also raised $3,475,000 from the sale of 347,500 private placement units at $10.00 per unit simultaneously with the IPO[236]. - The underwriters partially exercised their over-allotment option on January 14, 2022, generating additional gross proceeds of $2,276,860 from the purchase of 227,686 units[237]. - IPO offering costs totaled $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[239]. Cash Flow and Financial Position - For the nine months ended September 30, 2025, cash used in operating activities was $1,072,511, while net cash provided by investing activities was $6,069,575[240]. - As of September 30, 2025, cash held in the Trust Account was $6,424,722, intended for completing a Business Combination[242]. - The Company had negative operating cash of $233 reported as bank overdraft outside of the Trust Account as of September 30, 2025[243]. - Total withdrawals from the Trust Account for taxes amounted to $1,045,248 through September 30, 2025[244]. - As of September 30, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[255]. - The Company issued multiple Working Capital Notes totaling $2,608,430 as of September 30, 2025[256]. - The outstanding amount under Working Capital Notes was $2,608,430, compared to $1,740,966 as of December 31, 2024, indicating a significant increase[265]. - The Backstop Agreement guarantees any deficiency of restricted cash as of September 30, 2025[257]. - The Company has no long-term debt or capital lease obligations as of September 30, 2025[259]. Business Combination and Mergers - The company entered into a merger agreement with Evolution Metals LLC, with the merger expected to be completed by September 30, 2025[218][222]. - The CMR Merger Agreement includes a cash consideration of $125,000,000 and 22,500,000 shares of New EM Common Stock for the shareholders of Critical Mineral Recovery, Inc.[226]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[213]. - The Company intends to complete a Business Combination before the mandatory liquidation date of December 30, 2025[247]. Regulatory and Compliance - The company is currently quoted on OTCQB after being removed from Nasdaq due to non-compliance with listing requirements[216]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[267]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures under the Exchange Act[275]. Accounting and Financial Reporting - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[271]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[272]. - ASU 2023-07, effective December 31, 2024, requires additional disclosures on segment expenses and performance measures, which the company has adopted in its financial statements[273]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[274]. Operational Risks - The company faces potential adverse impacts on operations due to economic uncertainties, including inflation, supply chain disruptions, and geopolitical instability, which could affect the ability to complete an initial business combination[266]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately, impacting the carrying value of redeemable common stock[269].

Financial Performance - The company reported a net loss of $435,675 for the three months ended September 30, 2025, primarily due to operating expenses of $472,169 and a provision for income taxes of $9,701[231]. - For the nine months ended September 30, 2025, the company had a net loss of $1,477,092, with operating expenses totaling $1,610,078 and interest income of $236,364[232]. - The company reported a net loss per share, with no dilutive securities as of September 30, 2025, resulting in diluted loss per share being the same as basic loss per share[270]. Capital Raising and IPO - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units on December 30, 2021[235]. - The company also raised $3,475,000 from the sale of 347,500 private placement units at $10.00 each, simultaneously with the IPO[236]. - The underwriters partially exercised their over-allotment option, generating an additional $2,276,860 from the purchase of 227,686 units on January 14, 2022[237]. - IPO offering costs totaled $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[239]. - The underwriters received a cash underwriting discount of $1,545,537 and deferred underwriting commissions of $2,704,690 from the IPO[259]. Business Operations and Future Plans - The company has not engaged in any operations or generated operating revenues to date, with non-operating income coming from interest on cash held in the Trust Account[230]. - The company entered into a merger agreement with Evolution Metals LLC on April 1, 2024, which is subject to various amendments and conditions[218]. - The CMR Merger Agreement includes a provision for shareholders of Critical Mineral Recovery, Inc. to receive 22,500,000 shares of New EM Common Stock and $125,000,000 in cash[226]. - The company has incurred significant costs in pursuit of its acquisition plans and does not assure the success of completing a business combination[213]. - The company may need to raise additional capital to meet working capital needs and complete a Business Combination[246]. - Management raised substantial doubt about the Company's ability to continue as a going concern through December 30, 2025, without completing a Business Combination[247]. Financial Position and Cash Flow - For the nine months ended September 30, 2025, cash used in operating activities was $1,072,511, while net cash provided by investing activities was $6,069,575[240]. - As of September 30, 2025, cash held in the Trust Account was $6,424,722, intended for completing a Business Combination[242]. - The Company had negative operating cash of $233 reported as bank overdraft outside of the Trust Account as of September 30, 2025[243]. - Total withdrawals from the Trust Account for taxes amounted to $1,045,248 through September 30, 2025[244]. - As of September 30, 2025, there was $2,296,371 outstanding under the Convertible Promissory Notes[255]. - The Company issued multiple promissory notes to the Sponsor, with principal amounts totaling $1,000,000 across various notes[263]. - As of September 30, 2025, the outstanding amount under Working Capital Notes was $2,608,430, compared to $1,740,966 as of December 31, 2024, indicating a significant increase of approximately 50%[265]. Economic and Regulatory Environment - The company faces potential adverse impacts on operations due to economic uncertainties, including inflation, supply chain disruptions, and geopolitical instability, which could affect the ability to complete an initial business combination[266]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[267]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately, impacting the carrying value of redeemable common stock[269]. Accounting Standards and Estimates - Management has not identified any critical accounting estimates that could materially differ from actual results as of the end of the reporting period[271]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[272]. - ASU 2023-07, effective as of December 31, 2024, requires additional disclosures on segment expenses and performance measures, which have been adopted in the company's financial statements[273]. - The company does not believe that any other recently issued accounting standards will have a material effect on its financial statements[274]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures under the Exchange Act[275].

Investment Portfolio - As of September 30, 2025, the company held $2,847.8 million in investments at fair value, a decrease from $3,021.3 million as of September 30, 2024, primarily due to investment repayments and net realized and unrealized losses[412] - Approximately 94.8% of total assets as of September 30, 2025, represented investments at fair value, compared to 94.5% as of September 30, 2024[413] - The investment strategy targets companies with resilient business models and strong underlying fundamentals, particularly in the middle market[400] - The investment portfolio composition at cost as of September 30, 2025 was 83.11% in senior secured debt, 5.39% in debt investments in joint ventures, and 4.53% in common equity and warrants[420] - The fair value of senior secured debt increased to 85.88% of total investments as of September 30, 2025, compared to 85.21% in the previous year[420] - The company’s investment portfolio includes loans, common and preferred equity, and warrants, with loans typically secured by a first, second, or subordinated lien on the assets of the portfolio company[418] - The industry composition of the portfolio at cost showed an increase in Application Software investments to 17.64% as of September 30, 2025, up from 16.85% in 2024[422] - The company’s investments in Health Care Services increased to 5.21% at cost as of September 30, 2025, compared to 4.77% in the previous year[422] Financial Performance - For the year ended September 30, 2025, the company originated $960.5 million of investment commitments across 43 new and 32 existing portfolio companies, funding a total of $970.8 million in investments[419] - As of September 30, 2025, the total investment income was $316.8 million, a decrease of $64.9 million or 17.0% compared to $381.7 million for the year ended September 30, 2024[439] - Net investment income for the year ended September 30, 2025 decreased by $22.4 million compared to 2024, primarily due to a decrease in total investment income[441] - The company recorded net realized losses of $17.1 million for the year ended September 30, 2025, significantly lower than the $136.4 million in losses recorded in 2024[443] - For the year ended September 30, 2025, net unrealized depreciation was $(101.2) million, compared to a net unrealized appreciation of $19.1 million in 2024[445] - Net expenses for the year ended September 30, 2025 were $163.3 million, down by $43.3 million or 21.0% from $206.6 million in 2024[440] Macroeconomic Environment - The current macroeconomic environment includes increased volatility, higher inflation, and elevated interest rates, impacting overall market supply and demand[398] - The company continues to monitor macroeconomic events and their effects on its business and portfolio companies, providing constructive solutions as necessary[399] Debt and Financing - The company had $1,495.0 million in senior securities as of September 30, 2025, with an asset coverage ratio of 197.50%[448] - The company reported total debt of $1.660 billion as of September 30, 2024, decreasing to $1.495 billion by September 30, 2025[457] - The company had $615.0 million of undrawn capacity on credit facilities as of September 30, 2025[453] - The company had $286.0 million in unfunded commitments as of September 30, 2025, with $258.9 million allocated for debt and equity financing to portfolio companies[455] - The company issued $300.0 million in aggregate principal amount of the 2029 Notes on August 15, 2023, with net proceeds of $292.9 million[484] - The company reported a minimum shareholders' equity of $1,476 million against a target value of $871 million as of June 30, 2025, indicating strong compliance with financial covenants[474] Interest Rates and Risk Management - The company reported that a 250 basis point increase in interest rates would result in a net increase in net assets from operations of approximately $24.245 million[503] - The percentage of qualified net interest income for the year ended September 30, 2025, was 93.1%[496] - The company’s risk management procedures are designed to identify and analyze financial market risks, including interest rate risk[501] - The company’s interest-bearing cash and investments as of September 30, 2025, included $938.764 million indexed to the SOFR[504] - As of September 30, 2025, 90.7% of the debt investment portfolio (at fair value) bore interest at floating rates, compared to 88.4% as of September 30, 2024[502] Shareholder Distributions - The company declared a quarterly distribution of $0.55 per share on November 8, 2023, amounting to $41.7 million in cash distribution[469] - The company declared a quarterly distribution of $0.40 per share, payable in cash on December 31, 2025, to stockholders of record on December 15, 2025[498] - The company has adopted a Dividend Reinvestment Plan (DRIP) allowing stockholders to reinvest cash distributions into additional shares of common stock[496] Management and Advisory - The company is externally managed by Oaktree, which provides investment advisory and administrative services[393] - The company has entered into related party transactions with Oaktree, which includes an Investment Advisory Agreement[497]

Clinical Development - Adimune has completed all preclinical studies for ADI-100, demonstrating potential effectiveness in restoring durable tolerance over a 10-month duration in type 1 diabetes studies [216]. - The clinical-grade drug substances for ADI-100 are being prepared for shipment to a contract manufacturer for formulation into the final drug product, pending regulatory submissions [217]. - Adimune plans to initiate human trials for Stiff Person Syndrome in 2026, with an expected enrollment of 10-20 patients, some of whom may also have type 1 diabetes [220]. - The company has engaged with a Contract Research Organization to manage clinical study processes for psoriasis and type 1 diabetes in Germany [220]. - The exclusive license agreement with Loma Linda University allows the company to commercialize ADI nucleic acid-based technology, which is currently at the pre-clinical stage [222]. Cancer Detection and Biomarkers - Pearsanta acquired assets from MDNA Life Sciences Inc. on January 4, 2024, including the Mitomic Technology platform, to develop mitochondrial DNA-based biomarkers for early cancer detection [229]. - Pearsanta is developing two product candidates for cancer screening, targeting prostate cancer and endometriosis, and is pursuing biomarker identification for several other cancers [230]. - The Mitomic Technology platform aims to detect mutations in mitochondrial DNA, potentially allowing for early disease detection before clinical presentation [239]. - The Mitomic® Prostate Test (MPT™) is being developed to quantify the 3.4kb mitochondrial DNA deletion, potentially aiding in the identification of clinically significant prostate cancer in men with PSA levels below 10 ng/ml [242]. - The Mitomic Endometriosis Test (MET™) aims to quantify mitochondrial DNA deletions associated with endometriosis, a condition affecting approximately 10% of women [243]. - Endometriosis diagnosis averages ten years, with over 90% of diagnosed patients experiencing moderate to severe symptoms [244]. - Pearsanta acquired patents related to DNA adduct detection, which serve as early indicators of genomic instability and cancer risk, on March 21, 2025 [246]. - The company plans to develop a platform for comprehensive assessment of DNA adducts using various sample types, with commercial diagnostic kits anticipated in the next 2-3 years [247]. Financial Performance - For the nine months ended September 30, 2025, the company reported a net loss of $37,555,792 and cash of $163,041 [283]. - Revenue for the three months ended September 30, 2025, was $748, a decrease from $6,854 for the same period in 2024 [286]. - Cost of goods sold for the three months ended September 30, 2025, was $732, down from $467,536 in 2024 [286]. - The company incurred a loss from operations of $3,140,630 for the three months ended September 30, 2025, compared to a loss of $4,701,038 in 2024 [287][288]. - General and administrative expenses for the three months ended September 30, 2025, were $2,462,561, including approximately $963,485 in payroll expenses [287]. - Other expenses for the three months ended September 30, 2025, totaled $21,067,039, primarily due to a loss on the change in the fair value of the Evofem F-1 preferred stock of $23,001,919 [290]. - Revenue for the nine months ended September 30, 2025, was $2,770, a significant decrease from $130,810 in the same period of 2024, reflecting a decline in AditxtScore orders due to reduced COVID testing [292]. - Cost of goods sold for the nine months ended September 30, 2025, was $2,471, down from $556,469 in 2024, indicating a similar trend in decreased operational activity [292]. - The company incurred a loss from operations of $14,901,140 for the nine months ended September 30, 2025, compared to a loss of $22,212,665 in the same period of 2024, showing an improvement in operational losses [293][294]. - General and administrative expenses for the nine months ended September 30, 2025, were $11,849,871, which included payroll expenses of approximately $3,042,658 and professional fees of $4,994,013 [293]. - Research and development expenses decreased to $2,645,577 in 2025 from $10,190,978 in 2024, primarily due to reduced spending in this area [295][294]. - Other expenses for the nine months ended September 30, 2025, totaled $22,654,652, significantly higher than $7,260,221 in 2024, mainly due to a loss on the change in fair value of the Evofem F-1 preferred stock [296][297]. - As of September 30, 2025, the company had an accumulated deficit of $205,107,091 and working capital of $(20,238,149) [299]. - The company has limited historical financial information, making future profitability uncertain [285]. - The company believes its remaining funds will not be sufficient to fund operations for the next 12 months, raising substantial doubt about its ability to continue as a going concern [284]. - The company expects to incur additional net expenses over the next several years as it continues to maintain and expand operations [285]. - The company plans to seek significant additional capital through various means, including selling common stock, preferred stock, or convertible debt securities, to fund operations and clinical trials [301]. - The company has not purchased any fixed assets during the nine months ended September 30, 2025, indicating a focus on conserving cash [299]. - The company believes that current cash reserves should be sufficient to fund operations for the foreseeable future, although there is doubt about its ability to continue as a going concern [302]. Corporate Actions - Adivir, Inc., formed in April 2023, focuses on developing antiviral and antimicrobial products to address infectious diseases [248]. - The company entered into a Merger Agreement with Evofem Biosciences on December 11, 2023, with Evofem becoming a wholly owned subsidiary [250]. - The company assumed $13.0 million in notes payable and recognized a debt discount of $1,924,276 related to the merger with Evofem [251]. - At the effective time of the merger, Evofem's common stock will convert into the right to receive an aggregate of $1,800,000 [261]. - The merger agreement includes provisions for the treatment of Evofem options and employee stock purchase plans, which will be canceled without consideration [264].

Business Dependence and Relationships - The company is dependent on key medical practitioners, and losing any of them could adversely affect its specialist services business [34] - The company relies on key relationships with corporations for a significant portion of patient volume, and losing these relationships could materially impact its business [46] - The company may face disruptions in operations due to dependence on private hospitals and medical centers, which could adversely affect its business [45] Competition and Market Dynamics - The healthcare business is highly competitive, with increased competition potentially leading to lower profit margins and loss of market share [41] - The advancement of telemedicine and e-prescription platforms poses a risk of reduced demand for the company's services, potentially leading to competitive pricing pressures and lower profit margins [52] - There is a trend towards increasing the number of medical practitioners in Singapore, leading to heightened competition and potential pressure on service rates [82] - The orthopedic treatment market in Singapore is highly fragmented, with competition from both medical and non-medical practitioners [158] Financial Risks and Liabilities - The company incurs additional costs as a result of being a public company, which could negatively impact its net income and liquidity [32] - The company may not have adequate insurance coverage despite having mandatory professional malpractice insurance, which poses a risk to its financial performance [32] - The company faces potential risks associated with compliance with healthcare regulations, which may involve significant costs [32] - The company may face significant liabilities from product liability lawsuits, which could harm profitability and reputation if products fail to perform as expected [66] - The company may not have adequate insurance coverage for potential liabilities, which could lead to substantial financial impacts if claims exceed available coverage [75] Operational Challenges - The company is exposed to risks related to technological disruptions and cybersecurity challenges in the healthcare sector [32] - Compliance with evolving data protection laws may increase operating costs and necessitate adjustments to the business model, impacting financial condition and operations [61] - A slowdown in the Singapore economy could decrease demand for private healthcare services, adversely affecting revenue from individual and corporate clients [67] - Outbreaks of contagious diseases could lead to operational disruptions, including temporary closures of clinics and increased infection control measures [68] Corporate Governance and Structure - Rainforest Capital VCC owns a majority of the total voting power of the ordinary shares, classifying the company as a "controlled company" under Nasdaq corporate governance standards [101] - The controlling shareholder, Rainforest Capital VCC, significantly influences corporate decisions, which may limit other shareholders' ability to affect outcomes [110] - The company has opted to follow certain BVI corporate governance practices, which may afford shareholders less protection compared to U.S. domestic issuers [100] Financial Performance and Revenue - Total Group revenue for the year ended June 30, 2025, was S$11.32 million, a 12.6% increase from S$10.05 million in 2024 [159] - Revenue from corporate patients increased to S$3.84 million in 2025, representing 34% of total revenue, compared to 33% in 2024 [159] - Individual patient revenue accounted for 58% of total revenue in 2025, with S$6.59 million, a slight decrease from 67% in 2024 [159] - The number of patients referred by corporate clients decreased to approximately 964 in 2025 from 989 in 2024 [159] Employee and Operational Costs - Employee benefit expense increased by S$2,758,991, approximately 75.8%, from S$3,638,942 to S$6,397,933 (US$5,030,217) in the year ended June 30, 2025, due to increased headcount and bonus payments [182] - Rent expense increased by S$137,895 or 4,336.3%, from S$3,180 to S$141,075 (US$110,917) in the year ended June 30, 2025, due to a short-term lease of office [184] Acquisitions and Expansion - Basel Medical Group Ltd was incorporated in the BVI on August 10, 2023, and aims to expand its operations in Singapore and Southeast Asia [128] - The company successfully acquired Singmed Specialists in June 2023 for an undisclosed amount and rebranded it as Basel Medical Group [129] - On April 30, 2025, Basel Medical Group completed the acquisition of Bethesda Medical Pte. Ltd. for a total consideration of US$8 million, adding six general practice clinics to its operations [131] Marketing and Client Engagement - The company actively pursues corporate client accounts through presentations, recognizing corporate clients as an important source of income [161] - The marketing strategy includes personal referrals, advertising, and inclusion in insurance panels to enhance brand awareness and customer reach [161] Shareholder Returns and Market Volatility - The company does not expect to pay dividends in the near future, relying instead on price appreciation for returns on investment [116] - The market price of the ordinary shares may be volatile, influenced by factors such as revenue fluctuations and actions of securities analysts [105][106] - Future sales of substantial amounts of ordinary shares could materially and adversely affect the market price and the company's ability to raise capital [108]

Revenue Performance - Service revenue for Q3 2025 was $241.9 million, a decrease of 1.7% from Q2 2025 and a decrease of 5.9% from Q3 2024[4] - On-net revenue increased by 2.2% sequentially to $135.3 million in Q3 2025, but decreased by 0.9% year-over-year[6] - Wavelength revenue rose by 12.4% sequentially to $10.2 million and increased by 92.5% from Q3 2024[8] - Non-core revenue was $1.4 million for Q3 2025, down from $2.7 million in Q2 2025 and $4.1 million in Q3 2024[9] - Total service revenue for Q1 2024 was $266,168, representing a 2.2% decline from the previous quarter[33] - Service revenue for Q1 2024 was reported at $266,168, which was 62.4% higher than the same period in the prior year[66] - Service revenue for Q1 2025 was reported at $247,048, showing a sequential decrease of 1.6% compared to Q4 2024[65] - Service revenue adjusted for currency and excise taxes for Q1 2025 was $248,350, reflecting a decrease of 1.6% from the prior period[65] Financial Metrics - EBITDA for Q3 2025 was $48.8 million, up 0.6% from Q2 2025 and up 36.0% from Q3 2024, with an EBITDA margin of 20.2%[3] - Operating loss was reported at $18,128, which is a 42.4% decrease compared to the previous quarter's loss of $31,459[35] - EBITDA for the latest quarter reached $48,781, showing a 0.6% increase from $48,495 in the prior quarter[36] - Adjusted EBITDA for the latest quarter was $114,989 million, reflecting a 4.1% increase from the previous quarter[37] - The Gross Leverage Ratio decreased to 3.57 from 4.06 in the previous quarter[37] - The trailing 12 months EBITDA, adjusted for Sprint acquisition costs, was $302,636 as of March 31, 2025[72] Cash Flow and Capital Expenditures - Net cash provided by operating activities was $3.1 million for Q3 2025, compared to a net cash used of $44.0 million in Q2 2025[14] - Capital expenditures decreased by 35.5% to $36.3 million in Q3 2025 from Q2 2025[3] - Cash provided by operating activities for Q3 2025 was $3,100,000, compared to cash used of $20,226,000 in Q3 2024[82] - Capital expenditures totaled $40,883 million, representing a 6.3% decrease from the previous quarter[37] Customer Metrics - Total customer connections decreased by 6.4% year-over-year to 118,279 as of September 30, 2025[22] - Total customer connections reached 132,883, a decline of 3.4% from the previous quarter[38] - On-Net customer connections were 87,574, showing a slight decrease of 0.8% from the previous quarter[38] - Off-Net customer connections decreased by 5.7% to 34,579[38] - Non-Core customer connections decreased by 16.2% to 10,037[38] Dividends and Shareholder Returns - The company approved a quarterly dividend of $0.02 per share for Q4 2025[25] - Dividends declared per common share increased to $1.015 in Q3 2025 from $0.985 in Q3 2024[80] Acquisitions and Investments - Cogent entered into a letter of intent to sell two data centers for $144 million in cash[3] - The company acquired 482 technical buildings, converting 52 into Cogent Data Centers and 86 into Cogent Edge Data Centers[51] - The gain on bargain purchase from the Sprint acquisition amounted to $1.4 billion[50] Risks and Challenges - Risks include economic instability, potential recession, and liquidity concerns affecting spending on Internet services[84] - The company faces increasing competition, which could lead to lower service prices and affect customer acquisition[84] - Legal and operational challenges in new markets may pose risks to growth[84] - The management emphasizes the importance of maintaining favorable terms for Internet peering arrangements and right-of-way agreements[84] - Cogent highlights the potential impact of cyber-attacks and security breaches on its network operations[84]

Financial Performance - Fourth quarter revenue from continuing operations was $54.9 million, an increase of 7.0% year-over-year; full year revenue was $213.2 million, up 11.5% from the previous year[4] - Fourth quarter net income from continuing operations was $1.5 million, down from $6.3 million in the prior year's fourth quarter; full year net income was $5.6 million, compared to a net loss of $16.0 million for the year ended September 30, 2024[4] - Annualized Recurring Revenue (ARR) for the fourth quarter was $165.3 million, representing a growth rate of 9.2% compared to $151.4 million in the prior year[4] - Adjusted EBITDA from continuing operations for the fourth quarter was $14.4 million, a decrease of 1.5% year-over-year; full year adjusted EBITDA was $57.5 million, an increase of 14.0% from the previous year[4] - Adjusted diluted earnings per share from continuing operations for the fourth quarter was $0.27, compared to $0.12 in the prior year's quarter; full year adjusted diluted earnings per share was $1.05, up from $0.30[4] - Adjusted EBITDA as a percentage of revenue was 26.2% for the fourth quarter, down from 28.5% in the prior year; for the full year, it was 27.0%, compared to 26.4% the previous year[4] - The adjusted net income from continuing operations for the year ended September 30, 2025, was $35,755,000, a significant increase of 255.5% compared to $10,044,000 in 2024[37] - The adjusted EBITDA from continuing operations for the year ended September 30, 2025, was $57,535,000, up 14% from $50,464,000 in 2024[32] - The diluted earnings per share from continuing operations for the three months ended September 30, 2025, was $0.04, down from $0.19 in the same period of 2024[37] - The adjusted diluted earnings per share from continuing operations for the year ended September 30, 2025, was $1.05, compared to $0.30 in 2024, representing a 250% increase[37] Revenue Expectations - The company expects fiscal year 2026 revenue to be in the range of $217 million to $232 million, with adjusted EBITDA projected between $58.5 million and $65 million[9] - SaaS revenue grew 23% compared to the prior year, indicating strong demand for software solutions[6] Cash and Assets - The company has over $65 million in cash on hand, positioning it well for future investments and growth opportunities[8] - Total assets decreased to $638,411 million as of September 30, 2025, from $730,675 million in 2024[24] - Current liabilities decreased significantly to $70,689 million in 2025 from $164,731 million in 2024[24] Operating Expenses and Income - Operating expenses totaled $53,425 million for the three months ended September 30, 2025, up 12% from $47,912 million in 2024[21] - The company reported a net cash provided by operating activities of $5,694 million for the year ended September 30, 2025, down from $48,409 million in 2024[26] - Net income for the three months ended September 30, 2025, was $4,201 million, a significant decrease of 98% compared to $178,544 million in 2024[21] - For the three months ended September 30, 2025, i3 Verticals, Inc. reported a net income from continuing operations of $1,501,000, compared to $6,320,000 for the same period in 2024, reflecting a decrease of approximately 76.3%[32] Business Developments - The company recently secured a contract with the Supreme Court of Appeals of West Virginia to implement new case management software statewide, highlighting its market expansion efforts[7] - The company reclassified certain expenses to align with its new business model after the sale of its Merchant Services Business, impacting the presentation of financial results[22] Non-GAAP Metrics - Adjusted EBITDA from continuing operations is a key metric for evaluating the company's ongoing operational performance[30] - The company has a long-term effective tax rate of 25%, which is used for calculating adjusted net income from continuing operations[30] - Non-GAAP adjustments included $15,232,000 in equity-based compensation from continuing operations for the year ended September 30, 2025, slightly down from $15,396,000 in 2024[32] - M&A-related income for the year ended September 30, 2025, was $6,641,000, while M&A-related expenses totaled $7,792,000, indicating a net impact on operational performance[35] - The company reported a non-cash change in fair value of contingent consideration of $(206,000) for the three months ended September 30, 2025[32] - The provision for income taxes for the three months ended September 30, 2025, was $1,994,000, compared to a benefit of $(8,620,000) in the same period of 2024[32] Shareholder Information - The weighted average shares of Class A common stock outstanding for diluted earnings per share from continuing operations was 34,215,380 for the year ended September 30, 2025[21] - The adjusted weighted average shares of adjusted diluted Class A common stock outstanding for the three months ended September 30, 2025, was 34,215,380, slightly up from 34,169,684 in 2024[37]

Financial Performance - Consolidated revenues for Q3 2025 were $43,371, an increase of $7,677 or 21.5% compared to $35,694 in Q3 2024, driven by Electrochem sales of $6,797 and a 16.4% increase in government/defense sales[105] - Gross profit for Q3 2025 was $9,619, representing 22.2% of revenue, down from $8,682 or 24.3% in Q3 2024, primarily due to sales product mix and quality issues impacting manufacturing[106] - The operating loss for Q3 2025 was ($951), or (2.2%) of revenues, compared to an operating income of $511, or 1.4% of revenues in Q3 2024, mainly due to lower gross margins in the Battery & Energy Products segment[109] - Net loss attributable to Ultralife Corporation was ($1,220), or ($0.07) per share, for Q3 2025, compared to net income of $258, or $0.02 per share, in Q3 2024[111] - Adjusted EBITDA for Q3 2025 was $2,048, or 4.7% of revenues, down from $1,919, or 5.4% of revenues in Q3 2024[112] - Consolidated revenues for the nine-month period ended September 30, 2025, were $142,678, an increase of $22,074 or 18.3% over $120,604 in the same period of 2024[126] - Net income attributable to Ultralife was $1,524 or $0.09 per share for the nine-month period ended September 30, 2025, down from $6,118 or $0.37 per share in the same period of 2024[136] - Adjusted EBITDA for the nine-month period ended September 30, 2025, was $11,609,000, compared to $12,577,000 for the same period in 2024, reflecting an 7.7% decrease[144] Revenue Breakdown - Battery & Energy Products revenues increased by $7,417, or 22.8%, to $39,946 in Q3 2025, with government/defense sales up 19.0% but commercial sales down 5.7%[115] - Communications Systems sales rose by $260, or 8.2%, to $3,425 in Q3 2025, impacted by delays in purchase orders due to anticipated U.S. Government shutdown[116] - Communications Systems revenues decreased by $5,859 or 35.7% to $10,544 for the nine-month period ended September 30, 2025, due to delays in purchase orders and reduced shipments[128] Cost and Expenses - Operating expenses increased to $10,570 in Q3 2025 from $8,171 in Q3 2024, reflecting Electrochem's results and one-time costs related to closing the Calgary facility[107] - Cost of products sold increased to $33,752 in Q3 2025, up 25.0% from $27,012 in Q3 2024, leading to a gross margin decline from 24.3% to 22.2%[117] - Operating expenses for the nine-month period ended September 30, 2025, were $29,261, an increase of $6,037 or 26.0% from $23,224 in 2024[132] - Research and development costs increased by $754 or 35.9% to $2,855 in Q3 2025, driven by the inclusion of Electrochem and higher new product development costs[121] Cash Flow and Investments - For the nine-month period ended September 30, 2025, cash generated from operations was $9,501,000, down from $13,590,000 in the same period of 2024, representing a 30.5% decrease[146] - As of September 30, 2025, cash totaled $9,260,000, an increase from $6,854,000 at December 31, 2024, indicating a 35.5% rise[145] - Cash used in investing activities for the nine months ended September 30, 2025, was $2,986,000, primarily for capital expenditures related to new product manufacturing[147] - Cash used in financing activities for the nine months ended September 30, 2025, was $3,989,000, which included a $4,063,000 reduction in outstanding debt[148] Debt and Financing - As of September 30, 2025, the company had $50,937,000 outstanding on the Term Loan and no amounts outstanding on the Revolving Credit Facility, indicating full compliance with debt covenants[151] - The company expects positive operating cash flow and availability of borrowings under its Revolving Credit Facility to meet general funding requirements in the foreseeable future[149] - The new shelf registration statement filed on March 29, 2024, allows the company to offer and sell up to $100,000,000 in securities for general corporate purposes, including potential acquisitions and strategic capital expenditures[150] Taxation - The effective tax rate decreased to 16.9% for the nine-month period ended September 30, 2025, from 20.9% in 2024, primarily due to the geographic mix of operating results[135]

Revenue Performance - Net revenue decreased by $36.6 million or 73% to $13.4 million for the three months ended September 30, 2025, compared to $50.0 million for the same period in 2024[168] - For the nine months ended September 30, 2025, net revenue decreased by $84.2 million or 57% to $62.2 million from $146.4 million in the same period in 2024[168] - Device revenue decreased by $7.8 million or 53% to $7.1 million for the three months ended September 30, 2025, from $14.9 million for the same period in 2024[176] - Device revenue decreased by $14.8 million or 33% to $30.0 million for the nine months ended September 30, 2025, from $44.8 million for the same period in 2024[176] - Supplies revenue decreased by $28.8 million or 82% to $6.3 million for Q3 2025, and by $69.3 million or 68% to $32.2 million for the nine months ended September 30, 2025[178] Operational Challenges - Device orders decreased by 35% and 20% for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024[168] - The decrease in supplies revenue was significantly impacted by the Tricare payment suspension, resulting in a $13.3 million decline for Q3 2025[179] - Device revenue declined by approximately $2.0 million (from the same period in 2024) due to a temporary Tricare payment suspension and workforce reductions[177] Financial Position - Cash used in operating activities was $23.0 million during the nine months ended September 30, 2025, compared to cash provided by operating activities of $10.3 million during the same period in 2024[169] - Working capital deficit was $41.8 million as of September 30, 2025, compared to working capital of $58.3 million as of December 31, 2024[169] - As of September 30, 2025, the company had $13.3 million in cash and cash equivalents and $6.7 million in net accounts receivable[192] Expenses and Impairments - The company recognized pre-tax non-cash asset impairment charges of $30.7 million during the quarter ended September 30, 2025, primarily related to goodwill and certain fixed assets associated with Zynex Monitoring Solutions[154] - Cost of revenue for devices and supplies decreased by $4.9 million or 48% to $5.3 million for Q3 2025, but as a percentage of revenue, it increased to 40% from 20%[180] - General and administrative expenses decreased by $3.5 million or 23% to $11.8 million for Q3 2025, with the percentage of revenue increasing to 88% from 31%[186] - The company recorded non-cash impairment charges totaling $30.7 million during Q3 2025 related to its ZMS subsidiary[189] Net Loss and Default Risk - The company has incurred net losses of $73.3 million for the nine months ended September 30, 2025, compared to net income of $3.6 million during the same period in 2024[198] - The company has not made an interest payment of approximately $1.5 million due on November 15, 2025, which could lead to an event of default[201] Workforce and Severance - The company expects to incur aggregate pre-tax cash severance charges of approximately $0.7 million in the fourth quarter of 2025 due to workforce reductions[154] - Tricare historically represented approximately 20-25% of the company's annual revenue, with cash collections from Tricare amounting to $48.8 million and $38.8 million for the years ended December 31, 2024 and 2023, respectively[165]

Revenue and Income - Revenue for the nine months ended September 30, 2025 was $0, a decrease from $55 in the same period of 2024, primarily due to no revenue-generating tournament activity or live streaming services [224]. - Other income for the nine months ended September 30, 2025 was a net income of $3,624,433, compared to a net expense of $1,740,710 in the same period of 2024, driven by a $4,080,000 net unrealized gain on equity securities [227]. - Other income for Q3 2025 was $4,171,117, compared to net other expenses of $460,620 in Q3 2024, driven by a net unrealized gain on equity securities of $4,080,000 [232]. - The company anticipates continued operating losses as it executes its development plans through 2025, raising concerns about its ability to continue as a going concern [242]. - As of September 30, 2025, the company has incurred recurring losses from operations and has not generated net income for an entire year of operations [269]. - The company anticipates continued operating losses and negative cash flows from operations for the foreseeable future [269]. - The company does not expect to generate sufficient revenue to achieve net income during the next twelve months [270]. Operating Expenses - Operating expenses for the nine months ended September 30, 2025 were $3,856,687, an increase of $2,596,624 compared to $1,260,063 in the same period of 2024, mainly due to increased spending post-IPO [226]. - Operating expenses for Q3 2025 were $1,630,481, a significant increase of $1,080,043 (197%) compared to $549,438 in Q3 2024, primarily due to increased selling, general and administrative expenses and stock-based compensation [231]. - Cash flows used in operating activities for the nine months ended September 30, 2025, were $(4,215,961), a substantial increase from $(528,504) in the same period of 2024 [243]. Cash and Liquidity - The company had cash of $9,595,577 as of September 30, 2025, compared to $29,228 as of December 31, 2024, indicating a significant increase in liquidity due to IPO proceeds [233]. - Net proceeds from financing activities for the nine months ended September 30, 2025, were $18,658,936, significantly higher than $544,520 in the same period of 2024 [246]. - Current cash and cash equivalents, including funds from the IPO and PIPE Offering, are believed to be sufficient to fund operations for at least the next twelve months [271]. Strategic Partnerships and Initiatives - The company launched its first activation under a strategic partnership with Learfield in May 2025, starting with the University of Florida [212]. - The company anticipates scaling Learfield-based activations across additional universities and launching digital activations with rewards through Loyalty Tokens [221]. - The company has secured a strategic partnership with Learfield Communications, aiming to leverage college networks for sponsorship revenue and data insights [238]. Engagement and Growth Metrics - The company experienced a 148% year-over-year increase in video views from 2020 to 2024, reaching nearly 1,400,000 views by September 30, 2025 [209]. - Impressions increased by 57% year-over-year from 2020 to 2024, totaling nearly 8.5 million since inception [209]. - The average viewing time for live streams was 19 minutes, significantly higher than the industry benchmark of 11 minutes, indicating strong viewer engagement [209]. - The Golden Royale Cup tournament in November 2023 garnered nearly 300,000 views and 20,000 total hours of live-streaming content, showcasing the company's growing engagement in esports [236]. Development and Future Plans - A beta version of a scalable data insights monetization SaaS model is expected to be ready by Q1 2026, aimed at providing a recurring revenue stream [213]. - The company is in the development stage of its platform and related software, with ongoing investments in product development, infrastructure, and customer acquisition planned [271]. Audit and Compliance - The independent auditors' report expresses substantial doubt about the company's ability to continue as a going concern [269]. - The financial statements have been prepared in conformity with U.S. GAAP, assuming continuation of the company as a going concern [272]. Stock Options and Valuation - The company issued stock options and warrants in connection with the IPO and PIPE Offering during the nine months ended September 30, 2025 [264]. - Key assumptions for stock options and warrants valuation include expected volatility, expected term, risk-free interest rate, and expected dividend yield [265]. - The company uses the "simplified method" for estimating the expected term for stock options issued at-the-money [266].