Financial Performance - DiaMedica Therapeutics reported a net loss of $32.8 million for the year ended December 31, 2025, compared to a net loss of $24.4 million for 2024, indicating an increase in losses of approximately 34.5% year-over-year[382]. - Other income decreased to $1.7 million in 2025 from $2.3 million in 2024, reflecting reduced interest income from lower average marketable securities balances[398]. - Net cash used in operating activities was $29.1 million in 2025, up from $22.1 million in 2024, indicating a rise of about 31.8% due to increased net loss[401]. - Net cash provided by financing activities was $43.9 million in 2025, significantly higher than $12.0 million in 2024, primarily from the sale of common shares[403]. - Total shareholders' equity increased to $56.1 million in 2025 from $40.7 million in 2024, a growth of approximately 38.0%[400]. - As of December 31, 2025, DiaMedica had cash, cash equivalents, and marketable securities totaling $59.9 million, with an accumulated deficit of $172.8 million[382]. - Cash, cash equivalents, and marketable securities increased to $59.9 million as of December 31, 2025, compared to $44.1 million in 2024, marking a growth of approximately 35.8%[400]. Research and Development - Research and development (R&D) expenses increased to $24.6 million in 2025 from $19.1 million in 2024, reflecting a 28.8% increase year-over-year[385]. - Research and development (R&D) expenses increased to $24.6 million in 2025 from $19.1 million in 2024, a rise of approximately 28.9% driven by the continuation and global expansion of the ReMEDy2 clinical trial[396]. - The company expects R&D expenses to moderately increase in future periods as it continues its clinical development program and the ReMEDy2 trial[396]. - The Phase 2 study of DM199 for preeclampsia (PE) has enrolled its first subject in Q4 2024, with interim results showing significant reductions in blood pressure sustained up to 24 hours post-infusion[378]. - The ReMEDy2 clinical trial for acute ischemic stroke (AIS) aims to enroll approximately 300 participants across up to 100 sites globally, with potential expansion to 728 patients based on interim analysis[381]. - The company plans to initiate an open-label, dose-ranging Phase 2 study of DM199 in early onset preeclampsia in North America and the UK, with site activation expected in the second half of 2026[380]. - DM199 has received Fast Track designation from the FDA for the treatment of AIS, highlighting its potential as a novel therapeutic option[373]. - DiaMedica anticipates continued significant expenses and operating losses for the next few years as it advances its clinical development programs for DM199 in PE and AIS[383]. Administrative Expenses - General and administrative (G&A) expenses rose to $9.8 million in 2025, up from $7.6 million in 2024, representing a 28.9% increase[387]. - General and administrative (G&A) expenses rose to $9.8 million in 2025 from $7.6 million in 2024, an increase of about 28.9% due to higher non-cash share-based compensation and personnel costs[397]. Commitments and Obligations - As of December 31, 2025, the company estimates outstanding commitments of approximately $24.7 million, with $19.3 million due within the next 12 months[409]. - The company has incurred losses since inception and does not expect to generate revenue from product sales for at least two to three years[404]. - The company has entered into a license agreement with Catalent Pharma Solutions for gene expression technology and manufacturing of DM199[411]. - A milestone payment obligation remains due upon the first regulatory approval of DM199 for commercial sale, expected by December 31, 2025[411]. - Following the product launch, the company will incur a royalty obligation of less than 1% of net sales, with an indefinite royalty term[411]. - The license agreement can be canceled by the company with 90 days' prior written notice, while Catalent can only terminate if milestone and royalty payments are not made[411]. Market Risk Disclosure - As a smaller reporting company, the company is not required to provide disclosures about market risk[412].

Manufacturing Capacity and Production - ImmuCell Corporation increased its manufacturing capacity from approximately 3 million units in 2023 to 4.6 million units in 2025, reflecting a growth strategy for future production [15]. - The company invested $11.0 million from 2019 to December 31, 2025, increasing annual production capacity for the First Defense® product line from approximately 2.2 million units in 2018 to approximately 4.6 million units in 2025 [65]. - Manufacturing capacity expanded from approximately 4.1 million units in 2024 to 4.6 million units in 2025 [114]. - ImmuCell plans to increase manufacturing capacity ahead of demand by improving yields and investing in major capacity expansion leveraging former Re-Tain® assets [19]. Product Sales and Financial Performance - Product sales grew by 4.3% in 2025 compared to 2024, with gross margin improving from 30% to 41% of product sales, despite a non-cash write-off of inventories amounting to approximately 2.4% of full-year product sales [16]. - For the year ended December 31, 2025, product sales increased to $27,644,174, representing a growth of 4% compared to $26,493,169 in 2024 [115]. - Gross profit for the year ended December 31, 2025, was $11.4 million, a 44% increase compared to $7.9 million in 2024 [119]. - The net loss for 2025 was $1,040,027, an improvement from a net loss of $2,156,629 in 2024, showing a reduction of about 51.7% [187]. - Net operating income for 2025 was $1.6 million, a significant increase compared to a net operating loss of $1.6 million in 2024 [52]. Market and Competitive Landscape - The market for biological scours preventatives exceeded $90 million in 2025, marking a 14% increase from 2024, with a cumulative average growth rate of 6.9% since 2021 [19]. - Approximately 55% of U.S. calves are not currently protected by biological scours prevention products, indicating significant market expansion opportunities [24]. - The market for calf scours preventatives and treatments is highly competitive, with First Defense® typically priced higher than competing vaccine products [51]. - The First Defense® product line represents approximately 29% of total market spend in 2025, up from 24% in 2021, and is used to protect about 15% of calves on preventative programs, an increase from 13% in 2021 [24]. Product Development and Innovation - The company initiated commercial sales of a new spray-dried format of First Defense Technology® in bulk powder during 2025, expanding its product offerings [32]. - The First Defense® products deliver 3.3 to 5.6 times the level of neutralizing antibodies against major scours pathogens compared to leading vaccines, highlighting their competitive advantage [37]. - The company is focusing on the First Defense® product line, which utilizes hyperimmunized bovine colostrum to provide Immediate Immunity™ against neonatal calf diarrhea [113]. - The company has significantly increased the number of farms from which it purchases colostrum, but a reduction in farm capacity could hinder production [95]. Financial Position and Debt Management - Aggregate outstanding debt as of December 31, 2025, totaled $9.1 million, with principal and interest payments of approximately $2 million and $1.5 million due in 2026 and 2027, respectively [53]. - The debt service coverage (DSC) ratio was 2.65 for the year ended December 31, 2025, compared to 0.73 for 2024, with a minimum required DSC ratio of 1.35 [56]. - The company had an aggregate debt outstanding of $9.1 million as of December 31, 2025, down from $10.5 million in 2024 [134]. Regulatory and Compliance Issues - The company is not currently commercializing Re-Tain®, which is regulated by the FDA, and has passed an in-depth USDA inspection in August 2025 [45]. - Regulatory requirements for the First Defense® product line may lead to interruptions in sales if the USDA does not approve requalification of the Reference Standard [72]. - The company is subject to periodic audits by the IRS and other taxing authorities, with no income tax examinations for years before 2022 [154]. Management and Operational Changes - Significant management changes occurred, including the hiring of a new President and CEO and the creation of a Chief Financial Officer position [117]. - The company is dependent on key personnel, with 73 employees, and the loss of any key employee could adversely affect operations [80]. Risks and Challenges - The company faces risks related to colostrum supply, including potential disease outbreaks and competition from other companies offering higher premiums for colostrum [69]. - Recent contamination events and equipment failures have negatively impacted production output and gross margin, leading to scrapped inventory and reduced sales [68]. - The company faces competition from larger firms like Elanco, Merck, and Zoetis, which have greater resources and may offer lower-priced alternatives [81]. - The company is exposed to economic risks in the dairy and beef industries, which could negatively affect its addressable market [76]. Shareholder and Stock Information - The average daily trading volume of the company's common stock was 16,939 shares during the 20-day period ended March 20, 2026 [88]. - The company's market capitalization was approximately $54.9 million as of March 20, 2026, which is about two times its product sales of $27.6 million for the year ended December 31, 2025 [88]. - As of March 20, 2026, the company had 15,000,000 common shares authorized and 9,046,799 common shares outstanding [109]. Financial Reporting and Internal Controls - The independent registered public accounting firm has expressed an unqualified opinion on the financial statements of the company [177]. - Management evaluated the effectiveness of disclosure controls and procedures as of December 31, 2025, concluding they were effective [156]. - There were no changes in internal control over financial reporting that materially affected the company during the quarter ended December 31, 2025 [159].

Financial Performance - For the year ended December 31, 2025, the company reported investment income of $13,754, a significant decrease from $109,836 in 2024 and $122,631 in 2023, primarily due to a reduction in interest-bearing notes[186][187][188]. - The net investment loss for the year ended December 31, 2025 was $(1,286,068), compared to a net investment gain of $1,875,422 in 2024, primarily due to the absence of a management fee waiver in 2025[195][209]. - The company recognized net realized losses of $25,942,832 from the sale of investments during the year ended December 31, 2025, which was higher than the $11,686,668 in realized losses in 2024[198][201]. - Operating expenses for the year ended December 31, 2025 totaled approximately $1,114,775, down from $1,183,747 in 2024 and $1,583,768 in 2023, with significant components including professional fees of $810,267[191][192]. Asset Valuation - As of December 31, 2025, net assets totaled approximately $(0.2) million, with a NAV per share of $0.00, indicating a significant decline in asset value[215]. - Total cash reserves and liquid securities decreased approximately 92% in 2025, primarily due to cash needed for operating expenses[213]. - The fair value of the investment portfolio showed a significant decline in the Advanced Materials sector, with a decrease of 71.3% in 2025 compared to a 24.5% increase in 2024[184]. Investment Strategy - The company primarily invests at least 80% of its net assets in technology companies, with a focus on those deriving at least 50% of revenues from the information technology or cleantech sectors[180]. - The company expects the portion of its portfolio consisting of cash and cash equivalents to decrease, indicating a potential shift in investment strategy[214]. Investment Holdings - The company had investments in public and private securities totaling approximately $0.2 million as of December 31, 2025, including approximately $56 thousand in a money market fund[214]. - As of December 31, 2025, the company held investments in IntraOp consisting of 26,856,187 shares of Series C preferred stock and various convertible notes with a combined aggregate fair value of $1,523[218]. - The investment in Lyncean included 869,792 shares of Series B preferred stock with a combined fair value of $0 as of December 31, 2025[220]. - The investment in Revasum consisted of 39,774,889 shares of CDIs with an aggregate fair value of approximately $0[222]. - The investment in UCT included 1,500,000 shares of common stock with a combined fair value of $167,642 as of December 31, 2025[224]. - The investment in Wrightspeed consisted of 69,102 shares of common stock and 60,733,693 shares of Series AA preferred stock with a fair value of $0[226]. - The company held 56,271 shares of a money market fund with a market value of approximately $56 thousand as of December 31, 2025[229]. Regulatory and Compliance - The company intends to distribute at least 90% of its ordinary income and realized net short-term capital gains annually to qualify as a RIC and avoid corporate-level tax[230]. - The company is required to distribute substantially all of its net realized gains to stockholders on an annual basis, holding proceeds of liquidated investments in cash pending distribution[249]. - The company has no contractual obligations or off-balance sheet arrangements that require disclosure[231][232]. Going Concern - The Company is insolvent as total liabilities exceed total assets, indicating a material uncertainty regarding its ability to continue as a going concern[255]. - The Company has issued a press release seeking approval to withdraw its BDC election and pursue liquidation[256].

Financial Performance - Falcon's Beyond reported Q4 2025 consolidated revenue of $6.6 million, with full year revenue of $14.9 million, an increase of $8.2 million over the prior year[1][6]. - Falcon's Creative Group (FCG) generated Q4 revenue of $14.4 million, a 53.5% increase from Q4 2024, with operating income of $3.7 million and net income of $3.9 million[3]. - Producciones de Parques (PDP) generated Q4 revenue of $2.1 million, with a net loss of $0.2 million, reflecting seasonal business impacts[3]. - Falcon's Beyond reported a consolidated net loss of $0.3 million in Q4 2025, significantly reduced from a net loss of $11.9 million in Q4 2024[4]. - Adjusted EBITDA for Q4 2025 was $0.2 million, a substantial improvement from a loss of $12.0 million in Q4 2024, driven by better performance in FCG and the new Falcon's Attractions segment[5]. - For the full year 2025, Falcon's Beyond reported a consolidated net income of $6.3 million, primarily due to a gain on the sale of PDP's Tenerife property[8]. - FCG's full year revenue was $38.7 million, a decrease of $14.5 million from 2024, attributed to project timing[10]. - PDP's full year revenue reached $31.4 million, with a net income of $64.8 million, including a $60.0 million gain from the sale of Tenerife[10]. - Total revenue for the year ended December 31, 2025, was $14,896,000, a significant increase from $6,745,000 in 2024, representing a growth of 121%[29]. - Service revenue for the three months ended December 31, 2025, reached $4,737,000, compared to $1,361,000 in the same period of 2024, marking a year-over-year increase of 348%[29]. - Operating expenses for the year ended December 31, 2025, totaled $28,304,000, up from $22,612,000 in 2024, reflecting a rise of 25%[29]. - The net loss attributable to common stockholders for the year ended December 31, 2025, was $2,839,000, a decrease from a net income of $22,057,000 in 2024[29]. - Adjusted EBITDA for the year ended December 31, 2025, was $(17,327,000), compared to $(20,040,000) in 2024, indicating an improvement in operational performance[33]. Cash Flow and Financing - Cash flows from operating activities for the year ended December 31, 2025, showed a net cash used of $24,603,000, compared to $12,552,000 in 2024, highlighting increased cash outflows[31]. - The company raised $11,833,000 from the issuance of Series B preferred stock during the year ended December 31, 2025[31]. Foreign Exchange and Other Gains - The company experienced a foreign exchange transaction gain of $2,147,000 for the year ended December 31, 2025, compared to a loss of $1,077,000 in 2024[29]. - The company reported a gain on bargain purchase of $1,098,000 from the OES Acquisition during the year ended December 31, 2025[29]. Future Outlook - The company aims for disciplined scalable growth in 2026, focusing on enhancing capabilities and expanding presence in immersive destinations[12][13]. - In November 2025, Falcon's Beyond entered a settlement agreement involving a $2.5 million upfront payment and a deferred payment of up to $7.0 million[16]. Share Information - The weighted average shares outstanding for the year ended December 31, 2025, were 39,209,147 for basic shares and 39,255,885 for diluted shares[29].

Commercialization and Revenue - For the year ended December 31, 2025, the company generated an aggregate of $1.1 million in revenue from RenovoCath sales, with repeat orders from U.S. cancer centers and new institutions adopting the device[21]. - The company has established a full sales and marketing team in late 2025 to support the commercialization of RenovoCath, enhancing prospects for revenue growth[22][47]. - RenovoCath has been used in over 700 successful procedures since receiving FDA 510(k) clearance, indicating strong clinical adoption and physician satisfaction[47]. - The company has commenced commercial sales of the FDA-cleared RenovoCath device on a standalone basis in late 2024, generating revenue in 2025[174]. - The reimbursement pathway for IAG involves separate payments for the drug product and the occlusion procedure, with expectations for a unique code and payment based on pricing information[157]. - The company has incurred significant net losses since inception and expects to continue incurring losses until FDA approval or sufficient revenues from RenovoCath commercialization[171]. - The company faces significant uncertainty regarding coverage and reimbursement status for its products, which could adversely affect commercialization efforts[154]. - The company's commercialization efforts for RenovoCath are relatively new and evolving, making revenue projections uncertain and subject to change[186]. Clinical Trials and Product Development - The ongoing Phase III TIGeR-PaC trial for the IAG combination product candidate has randomized 104 patients as of March 24, 2026, with 72 events recorded, and final data is anticipated in 2027[31]. - The first interim analysis of the TIGeR-PaC trial showed a 6-month median overall survival benefit of nearly 60% compared to the control arm, with a greater than 65% reduction in adverse events[32]. - The ongoing Phase III TIGeR-PaC clinical trial has shown a 6-month median overall survival benefit of nearly 60% for patients using RenovoCath compared to the standard of care, with a greater than 65% reduction in adverse events[63]. - The TIGeR-PaC trial is on track, with 104 patients randomized as of March 24, 2026, and final data anticipated in 2027[65]. - The Phase III TIGeR-PaC trial is designed to validate IAG's mechanism of action and safety profile, with the primary endpoint being overall survival from randomization until death[72]. - The commercial viability of IAG remains subject to preclinical studies, clinical trials, and regulatory approvals, with significant risks inherent in drug development[172]. - The ongoing Phase III TIGeR-PaC study is critical, with final data readout anticipated in 2027, and enrollment expected to complete by mid-2026[204]. - The company cannot assure that the results of ongoing clinical trials will support the continued development of product candidates[202]. - The company may need to perform additional clinical trials to obtain regulatory approval, which could further delay commercialization[211]. Regulatory Environment - The company is preparing for an FDA New Drug Application (NDA) filing for the IAG product candidate in the coming years, contingent on meeting study endpoints[42]. - The FDA has granted orphan drug designation for the IA route of administration for both pancreatic cancer and bile duct cancer, providing 7 years of market exclusivity post-approval[94]. - The FDA's goal is to review New Drug Applications (NDAs) within ten months of submission, or six months for applications related to unmet medical needs[112]. - The company is subject to extensive government regulation, which imposes rigorous requirements on clinical development, manufacturing, and marketing of its products[107]. - The FDA mandates that any modifications to drugs or devices require new or supplemental NDA submissions, which may involve additional data and clinical trials[130]. - The company must navigate various foreign regulatory environments for product approvals, which can differ significantly from U.S. regulations and may impact market entry timelines[134]. - The regulatory review process can take many years and requires substantial resources, with no guarantee of approval for any product candidates[216]. - Delays or failures in obtaining regulatory approval may arise from changes in legislation or regulatory policies during product development[217]. Market Potential and Competition - The initial target market for RenovoCath is estimated to be approximately $400 million in peak annual U.S. sales, based on an average selling price of $6,500-$8,500 per unit and approximately 7,000 initial target patients[25]. - The company believes there are expansion opportunities across other clinical indications, potentially creating a multi-billion-dollar total addressable market for RenovoCath[26]. - The TAMP therapy platform has the potential to create a multi-billion-dollar total addressable market, with current reimbursement codes incentivizing hospitals to adopt advanced technologies like RenovoCath[53]. - The oncology biotechnology and pharmaceutical industries are characterized by strong competition, with many competitors having greater resources and capabilities[160]. Financial Position and Risks - As of December 31, 2025, the company has an accumulated deficit of approximately $61.4 million, with net losses of approximately $11.2 million and $8.8 million for the fiscal years ended December 31, 2025 and 2024, respectively[178]. - The company may need to raise additional capital to develop and commercialize IAG and engage in sales and marketing for RenovoCath, which could affect its ability to continue as a going concern[191]. - The company is not currently in compliance with the "minimum bid price" continued listing requirement for The Nasdaq Stock Market, which could lead to delisting[176]. - The company faces significant risks in transitioning from a research-focused entity to one capable of supporting commercial activities, which may adversely affect its business[177]. - The company faces potential civil and criminal penalties for violations of healthcare laws, which could include significant fines and operational restrictions[142]. Intellectual Property - The company holds 9 issued and 5 pending U.S. patents, along with 10 issued and 9 pending patents outside the U.S., with coverage extending through 2045 for current applications[91]. - The company has published a new international patent application for the TAMP therapy platform in December 2025 to expand its intellectual property portfolio[90]. - The company actively pursues additional patent protection for technology developed through research and development, aiming to expand its patent portfolio[95]. Manufacturing and Supply Chain - Manufacturing of the RenovoCath device is currently reliant on a single-source contract manufacturer, Medical Murray, Inc., with a backup supplier engaged[100]. - The company expects to rely on contract manufacturing organizations for gemcitabine production and co-packaging with the RenovoCath in the commercial setting[104]. - The BIOSECURE Act, enacted in December 2025, may require the company to evaluate its reliance on third-party CDMOs, potentially leading to operational delays and increased costs[105]. Employee and Operational Matters - The company has 17 employees and focuses on employee engagement, with no employees represented by a labor union[165]. - The company leases approximately 1,900 rentable square feet of office space, with the lease expiring on November 30, 2027[167]. - The company is subject to various legal actions and claims in the ordinary course of business, none of which are expected to be material[168].

Financial Performance - Jasper reported a net loss of $9.1 million for Q4 2025, with a basic and diluted net loss per share of $0.32[6] - Total operating expenses for the year ended December 31, 2025, were $83.9 million, compared to $76.2 million in 2024[10] - The company's accumulated deficit as of December 31, 2025, was $316.7 million, up from $240.9 million in the previous year[12] Research and Development - Research and development expenses for Q4 2025 totaled $11.4 million, while general and administrative expenses were $4.5 million[6] - The company plans to commence patient enrollment for the Phase 2b study in chronic spontaneous urticaria (CSU) in the second half of 2026, pending capital availability[2] - Jasper completed an internal investigation into the lack of clinical response in previous BEACON data, confirming no issues with the drug product used[3] Clinical Study Results - In the BEACON study, 67% of patients in Cohort 9.1 achieved a complete response at 12 weeks, with a mean UAS7 reduction of 31 points[3] - 75% of participants in the open-label extension study achieved a complete response or well-controlled disease at 12 weeks[3] - Positive preliminary data from the ETESIAN study indicated reductions in airway hyperresponsiveness after a single 180mg dose of briquilimab[6] Cash Position - Cash and cash equivalents as of December 31, 2025, amounted to $28.7 million, a decrease from $71.6 million in the previous year[6]

Financial Stability and Funding - Innventure may require additional financing to fund operations and growth, which could adversely affect its business if not secured [123]. - The independent auditor expressed substantial doubt about Innventure's ability to continue as a going concern for one year from the report date [126]. - The WTI Facility imposes restrictions that may limit Innventure's financial and operational flexibility [137]. - The actual gross proceeds from the sale of shares may be substantially less than $75.0 million, impacting future liquidity [142]. - The reliance on Yorkville for funding may be limited by market conditions and the availability of other capital sources [141]. - Future capital raising efforts may be impacted by the market's perception of Innventure's business model, limiting strategic flexibility and increasing pressure for alternative transactions [191]. Operational Challenges - Innventure's growth strategy relies on effectively scaling its Innventure Companies, which may face operational and financial challenges [133]. - The Innventure Companies are early-stage entities, making their future financial performance uncertain and potentially costly for Innventure [127]. - Accelsius' results may be affected by long deployment cycles in the data center market, impacting revenue conversion [120]. - Accelsius may face challenges in scaling manufacturing through third-party manufacturers, impacting margins and delivery timelines [157]. - Long and unpredictable deployment cycles in the data center market could delay revenue recognition for Accelsius [158]. - Accelsius has received purchase orders from a limited number of customers, leading to potential risks associated with customer concentration [163]. - AFX may face increased compliance costs and operational challenges due to evolving regulatory requirements, which could negatively impact its business [174][176]. Technology and Intellectual Property Risks - Cyber-attacks or failures in IT and data security could adversely impact Innventure's operations [122]. - Innventure's reliance on Technology Solutions Providers for breakthrough technology solutions poses risks to its business [130]. - Innventure's core business relies on intellectual property (IP) acquired from third parties, and failure to protect these rights could adversely affect its business and financial condition [207]. - Unauthorized use of Innventure's IP by third parties could harm its competitive position and result in significant legal expenses [210]. - Innventure may face disputes regarding IP rights from third parties, which could lead to costly litigation and impact its ability to operate [211]. - The competitive landscape is challenging, with established companies possessing greater resources and the ability to develop superior or more cost-effective solutions [213]. - Innventure's intellectual property protections may be limited, allowing competitors to design around existing patents, which could adversely affect market opportunities and pricing [214]. Regulatory and Compliance Issues - AFX's products in food-grade applications are subject to FDA regulations, requiring partnerships with certified co-manufacturers, which may be time-consuming and costly [171][172]. - Refinity is in the process of constructing its first commercial-scale manufacturing facility, facing substantial technical, operational, and regulatory risks [177]. - Delays in the construction and launch of Refinity's facility could postpone anticipated revenues and adversely affect its financial condition [178]. - Changes in financial reporting standards may require Innventure to alter its accounting policies, potentially impacting its financial position and reputation [196]. - If deemed an investment company under the Investment Company Act, Innventure could face burdensome compliance requirements that may hinder its operations and growth plans [198]. - Evolving data privacy laws may increase compliance costs and regulatory risks for Innventure as it processes personal and commercial data [224]. - Climate change and related regulatory measures could increase operational costs and compliance burdens for Innventure [227]. Market and Economic Factors - Economic factors such as high interest rates and inflation could negatively impact Innventure's business operations and financial condition [217]. - Changes in trade policies and tariffs may disrupt Innventure's supply chain and increase operational costs, affecting competitiveness in the global market [219]. - Litigation and regulatory actions pose risks that could divert resources and negatively impact business operations and financial results [220]. - Cybersecurity threats and data breaches could harm Innventure's reputation and lead to significant financial losses [222]. Corporate Governance and Shareholder Issues - Stockholder activism or unsolicited acquisition proposals could disrupt Innventure's business and divert management's attention from long-term strategic objectives [186]. - Innventure's A&R Certificate of Incorporation includes provisions that could significantly reduce the value of Common Stock to potential acquirers, including a classified board and restrictions on stockholder actions [193]. - The Board has the exclusive right to fill vacancies and can issue preferred stock without stockholder approval, which may dilute ownership for hostile acquirers [193]. - Innventure is subject to anti-takeover provisions under Section 203 of the Delaware General Corporation Law, preventing business combinations with holders of 15% or more of its capital stock unless certain conditions are met [194]. - The exclusive forum provision in the A&R Certificate of Incorporation may limit stockholders' ability to choose their judicial forum, potentially leading to increased litigation costs [197]. Research and Development - Accelsius requires significant R&D investment and specialized engineering expertise to develop advanced cooling technologies, with no assurance that current or future products will meet performance and efficiency standards [165]. - AFX has qualified one major raw material film supplier and is working to finalize an agreement, while also qualifying two additional suppliers to diversify its supply chain [169]. - The global supply chain for certain raw materials has faced significant strain due to increased demand and geopolitical instability, which could lead to delays and negatively impact AFX's cash flows [170]. Future Prospects - Innventure's ability to generate cash flow is highly dependent on the performance of its Innventure Companies [128]. - Innventure's future success depends on attracting and retaining skilled personnel, which may require higher compensation [147]. - The market may not fully understand the value of Innventure's conglomerate structure, potentially causing its common stock to trade at a discount to net asset value [190].

Subscriber and Revenue Trends - Subscriber numbers increased from 925,270 on December 31, 2024, to 1,006,203 on December 31, 2025[133] - Subscription revenue decreased by 60%, or $23,376, to $15,687 for the three months ended December 31, 2025, compared to $39,063 for the same period in 2024[157] - FAST revenue decreased by 26%, or $15,964, to $46,381 for the three months ended December 31, 2025, compared to $62,345 for the same period in 2024[158] - Ad revenue decreased by 99.96%, or $50,110, to $22 for the three months ended December 31, 2025, compared to $50,132 for the same period in 2024[159] - Other revenue decreased by 100% or $5, to $0 in the three months ended December 31, 2025, compared to $5 for the same period in 2024[166] - For the three months ended December 31, 2025, total revenue was $62,090, a decrease from $151,545 in the same period of 2024, representing a decline of approximately 59%[226] - Membership revenue for the three months ended December 31, 2025, was $15,687, down from $39,063 in 2024, indicating a decrease of about 60%[226] - FAST revenue from related parties for the three months ended December 31, 2025, was $46,381, compared to $62,345 in 2024, reflecting a decline of approximately 25.6%[226] - Ad revenue for the three months ended December 31, 2025, was $22, significantly lower than $50,132 in 2024, marking a decrease of about 56.1%[226] - For the six months ended December 31, 2025, total revenue was $257,950, slightly down from $269,952 in 2024, a decrease of approximately 4.4%[226] - Ad revenue for the six months ended December 31, 2025, was $119,036, which included $125,000 recognized as Ad Agency Revenue under the Launch That Experimental Media Plan Agreement[226] Financial Position and Cash Flow - Cash balance as of December 31, 2025, was $433,363, with a working capital deficit of $3,839,068[134] - The company plans to raise additional equity financing to meet obligations for the next 12 months[134] - The company has incurred recurring losses and its ability to continue as a going concern is contingent upon obtaining additional financing[173] - Cash used in operations was $5,232,881 for the six months ended December 31, 2025, compared to $6,663,663 for the same period in 2024[170] - Cash used in operating activities decreased by $1,430,782 or 21.5% for the six months ended December 31, 2025, primarily due to a decrease in net loss[205] - Cash provided by financing activities increased by $1,456,098 or 39.7% for the six months ended December 31, 2025, mainly due to increased proceeds from convertible notes payable[207] - Cash used in investing activities decreased by $13,067 or 60% for the six months ended December 31, 2025, attributed to reduced cash used for purchasing property and equipment[206] Losses and Deficits - The company sustained a net loss of $2,783,982 for the three months ended December 31, 2025, compared to a net loss of $3,929,518 for the same period in 2024[173] - The total accumulated deficit reached $200,881,532 as of December 31, 2025[170] Equity and Financing Activities - The company entered into an Equity Purchase Agreement with a commitment to purchase up to $50 million in shares of Class A common stock[177] - The company may seek additional capital through various means, including private or public equity offerings and debt financings[175] - The company plans to file a registration statement for the resale of shares under the Equity Purchase Agreement within 30 days following the trading day after the Direct Listing date[185] - The total outstanding principal and accrued interest of $118,714 from a loan with Public Wire was converted into 29,679 shares of Class B common stock at a conversion price of $4.00 per share[189] - The company recognized a debt extinguishment loss of $118,714 upon the conversion of the loan with Public Wire[189] - The company received an additional $1,110,000 from Nextelligence between the agreement date and December 31, 2025[188] - As of December 31, 2025, the total outstanding principal on the revolving convertible note payable is $2,425,552, with accrued interest of $21,144, totaling $2,446,696[188] Operational Changes and Strategic Initiatives - The transition to a free registration subscription service has impacted subscription revenue, which is now supported by advertising revenue[157] - The company is strategically reinvesting in its proprietary Platform-as-a-Service (PaaS) infrastructure to enhance long-term enterprise value[160] - The recent decline in advertising revenue is attributed to the migration to the new in-house Zer0Gap Ads platform, which is expected to stabilize and improve revenue performance[162] - Major streaming platforms are expanding their first-party advertising ecosystems, impacting the competitive landscape for advertising revenue[164] - The company discontinued its SelectTV paid subscription service in October 2022 and rebranded to FreeCast.com, launching SmartGuide as a free registration subscription service[212] - Beginning in 2024, the company started recognizing contracts with customers from product sales requiring performance up to delivery, impacting revenue recognition practices[224] Legal and Accounting Considerations - The company assesses loss contingencies related to legal proceedings and unasserted claims, which may result in material losses[237] - If a material loss is probable and can be estimated, the estimated liability will be accrued in the financial statements[238] - Remote loss contingencies are generally not disclosed unless they involve guarantees[239] - Modifications to equity-classified instruments are accounted for based on the fair value difference before and after the modification[240] - Preferred stock subject to mandatory redemption is classified as a liability and measured at fair value, while conditionally redeemable preferred stock is classified as mezzanine equity[241] - The Series A Preferred Stock was reclassified from mezzanine equity to permanent equity after amending its terms on December 26, 2024[242] - The company does not anticipate that recently issued accounting standards will materially impact its financial position or results of operations upon adoption[243] - As a smaller reporting company, the company is not required to provide detailed market risk disclosures[244]

Drug Development and Trials - The FDA cleared the Investigational New Drug application for PAS-004 in December 2023, allowing the initiation of a Phase 1 trial for patients with MAPK pathway-driven advanced tumors[20]. - The Phase 1 Advanced Cancer Study is being conducted at four clinical sites in the U.S. and three in Eastern Europe, with an expected completion date in 2028[20]. - The Phase 1/1b Adult NF1 Trial for symptomatic and inoperable NF1-PNs was initiated in May 2025, with the first patient dosed in July 2025[26][33]. - The company plans to conduct a Phase 1 trial for pediatric NF1-PN patients and may pursue a second IND focused on NF1-CNs[29]. - The strategic focus includes expanding clinical trials for PAS-004 and seeking marketing approval for NF1-PN, with ongoing discussions with the FDA[33]. - The company plans to complete key regulatory-required studies for PAS-004, including non-clinical ADME studies and clinical human ADME studies, prior to initiating registration trials in 2026 and 2027[39]. - The Phase 1 Advanced Cancer Study has enrolled 34 patients, with no dose-limiting toxicities (DLTs) reported to date, indicating a favorable safety and tolerability profile[71]. - The Phase 1/1b Adult NF1 Trial is ongoing, with the first patient dosed in July 2025, aiming to evaluate safety, tolerability, and preliminary efficacy of PAS-004[75]. Pharmacokinetics and Efficacy - PAS-004 has demonstrated a long half-life of approximately 60 hours and a low Cmax to Cmin ratio below 2, indicating favorable pharmacokinetic properties compared to existing MEK inhibitors[25]. - PAS-004 has shown a half-life of 11.5 hours in rats and 52 hours in dogs, indicating favorable pharmacokinetic properties[53]. - In preclinical studies, PAS-004 demonstrated 60-80% growth inhibition in NF1 mutant cell lines, outperforming selumetinib in growth inhibition[55]. - In vivo studies showed PAS-004 reduced tumor volume in a xenograft model, with results comparable to selumetinib at a higher dose[58]. - PAS-004 has exhibited dose-dependent anti-tumor efficacy in various cancer models, showing superior efficacy compared to selumetinib at equivalent doses[62]. - PAS-004 treatment resulted in significant decreases in phosphorylated ERK 1/2 in the heart and liver, with the 6 mg/kg/day group showing a significant decrease in quadricep muscles compared to placebo[64]. - Both doses of PAS-004 led to significant increases in left ventricular fractional shortening, indicating improved left ventricular function compared to placebo[64]. - PAS-004 demonstrated a dose-dependent significant decrease in cardiac fibrosis, as assessed by histologic scoring, compared to placebo[64]. - Median survival for mice treated with PAS-004 (225 days) was statistically significantly longer than that for placebo (202 days) based on Kaplan-Meier plots[64]. - No statistically significant differences in liver, kidney, or pancreatic function indicators were observed between PAS-004 treatment groups and placebo, indicating a favorable safety profile[65]. - PAS-004 showed superior inhibition of ETS2-driven inflammatory responses compared to selumetinib in pre-clinical models, with greater downregulation of ETS2 target genes[67]. - Interim pharmacokinetic results indicated a half-life of approximately 60 hours for PAS-004, with dose proportionality and linear pharmacokinetics observed[73]. Market and Regulatory Considerations - The initial indications for FDA marketing approval of PAS-004 include treatment for symptomatic, inoperable NF1-PNs in both adult and pediatric patients[29]. - The only FDA-approved therapy for inoperable NF1-PNs is MEK inhibitors, with limitations such as known toxicities and high rates of drug discontinuation[49][50]. - The company is expanding formulation development for PAS-004, currently administered orally in capsule and tablet forms, and is evaluating additional formulations, including a liquid formulation for pediatric patients[39]. - The FDA review process for NDAs or BLAs aims for a ten-month review period, or six months for serious indications, following acceptance for filing[134]. - The FDA's Priority Review designation aims to reduce the review time for marketing applications from ten months to six months, enhancing the speed of bringing new drugs to market[141]. - A product may qualify for Accelerated Approval if it shows effects on a surrogate endpoint likely to predict clinical benefit, which may require post-approval confirmatory studies[142]. - The FDA may grant orphan designation to drugs intended for rare diseases, providing a seven-year exclusivity period for the first approved applicant[145][146]. - The Rare Pediatric Disease Priority Review Voucher Program allows sponsors of approved products for rare pediatric diseases to receive a voucher for priority review of a subsequent application[147]. - The company must comply with extensive post-approval requirements, including quality control and reporting of adverse effects, to maintain compliance with FDA regulations[154]. Financial and Operational Risks - The company has incurred a history of operating losses and expects to continue incurring substantial costs for the foreseeable future, indicating it is not currently profitable and may never achieve profitability[197]. - The company will need to raise additional capital to complete the development and commercialization efforts for its product candidates, including PAS-004[197]. - The company is dependent primarily on the successful development and commercialization of PAS-004, which is not yet approved, and its business could be adversely affected if key product candidates do not perform as expected[197]. - The company expects to incur significant additional operating losses for the next several years as it advances product candidates through clinical trials and seeks regulatory approval[203]. - Future net losses and negative cash flows are anticipated to adversely affect stockholders' equity and working capital, with profitability dependent on the ability to generate revenue from product candidates[204]. - The company will require additional capital to fund operations and may need to raise funds sooner to accelerate product development[208]. - Raising additional capital may cause dilution to stockholders and could restrict operations or require relinquishing rights to technologies[210]. - The company faces substantial risks and uncertainties related to the development, clinical testing, and commercialization of product candidates[204]. - Future funding requirements will depend on various factors, including the costs associated with clinical trials and regulatory approvals[209]. Competitive Landscape and Intellectual Property - The biotechnology industry faces intense competition, with larger companies having greater financial resources and expertise[99]. - Key competitive factors for product candidates include efficacy, safety, side effects, convenience, and pricing[100]. - The company actively seeks broad intellectual property protection for its product candidates and proprietary technologies[106]. - The patent portfolio includes issued and pending applications worldwide for each of the company's programs[108]. - PAS-004 has issued patents in multiple countries, expected to expire in October 2030, with pending applications that may extend to 2045[110]. - The company may not be able to secure adequate intellectual property protection for its product candidates, impacting its competitive position in the market[200]. Employment and Compliance - As of December 31, 2025, the company had five full-time employees, with no union representation[118]. - The company provides competitive compensation and benefits to attract and retain qualified personnel, including equity-based grants for key employees[120]. - The company believes that compliance with extensive government regulations is crucial for the successful development and marketing of its pharmaceutical products[125]. - The company has not assessed the capabilities of third-party manufacturers beyond the supply of clinical materials to date[115]. - The company expects to rely on third parties for the production of clinical and commercial quantities of future product candidates, which may lead to compliance issues during FDA inspections[137]. - Non-compliance with U.S. regulations may result in severe penalties, including withdrawal of approvals and product recalls[167].

Business Segments - Designer Brands Inc. operates in two segments: Retail and Brand Portfolio, with the Retail segment including DSW, The Shoe Co., and Rubino banners[14]. - The acquisition of Rubino Shoes Inc. on April 8, 2024, expanded the Retail segment into Quebec, Canada[16]. - The Retail segment had 347 third-party merchandise suppliers at the end of fiscal year 2025, down from 392 in 2024[21]. - The Brand Portfolio segment's five largest customers represented 38% of its net sales in 2025, indicating a significant reliance on these customers[26]. Sales and Revenue - The Retail segment's net sales from VIP members accounted for 89% in 2025, up from 86% in 2024, with 30 million VIP members at the end of 2025[23]. - For 2025, net sales decreased to $2.9 billion from $3.0 billion last year, representing a decline of 3.9%[143]. - Consolidated net sales for 2025 were $2,892,671, a decrease of $116,591 or 3.9% compared to 2024's $3,009,262[145]. - Retail segment net sales decreased by $92,315 to $2,656,809, representing 88.0% of total segment net sales, while Brand Portfolio segment net sales fell by $36,020 to $362,861, accounting for 12.0%[146]. Profitability and Expenses - Gross profit as a percentage of net sales for 2025 was 43.6%, an increase of 90 basis points compared to 42.7% in 2024[143]. - Operating profit for 2025 was $47,764, an increase of $12,831 or 36.7% from $34,933 in 2024, driven by lower corporate operating expenses and impairments[152]. - The effective tax rate for 2025 was 311.5%, significantly higher than 7.0% in 2024, primarily due to non-deductible compensation and higher state income taxes[154]. - Operating expenses decreased by $26,601 to $1,219,233, with the Retail segment's operating expenses increasing due to higher distribution costs, while the Brand Portfolio segment saw a decrease in marketing expenses[150]. Cash Flow and Financing - Net cash provided by operating activities increased to $109,860,000 in 2025 from $82,236,000 in 2024, a change of $27,624,000[157]. - Cash used in investing activities decreased to $(33,521,000) in 2025 from $(62,673,000) in 2024, reflecting a reduction in capital expenditures of $19,300,000[159]. - Net cash used in financing activities increased to $(72,532,000) in 2025 from $(22,094,000) in 2024, primarily due to net payments on debt of $57,800,000[160]. - The ABL Revolver provides a revolving line of credit of up to $600,000,000, with $289,100,000 in outstanding borrowings as of January 31, 2026[161]. Employee and Community Engagement - The company employed approximately 13,000 associates worldwide as of January 31, 2026, with about 11,000 in the U.S.[34]. - Over 9,100 associates completed more than 98,000 learning experiences through the online learning platform in 2025, highlighting the company's commitment to talent development[41]. - The Designer Brands Foundation has provided over $3 million in grants to charitable organizations since its launch in late 2023, expanding into Canada in 2025[42]. - The company has established the DBI Cares Associate Relief Fund in 2024 to provide financial assistance to associates facing unexpected hardships globally[44]. Market and Economic Conditions - The company is closely monitoring macroeconomic conditions, which have negatively impacted operating results and liquidity during 2025[59]. - Changes in U.S. tariff policies could materially affect the company's business, results of operations, and liquidity[61]. - The company is adjusting its sourcing diversification to mitigate risks associated with tariffs and supply chain disruptions[62]. - The footwear market is highly competitive, and the company's success depends on its ability to remain competitive in terms of assortment, fashion trends, and value[63]. Risks and Compliance - The company faces risks related to customer payment processing, including potential disruptions from third-party vendors, which could materially affect operations[72]. - Cybersecurity threats are prevalent, with the company and its vendors regularly experiencing cyberattacks that could disrupt services and harm reputation[79]. - The regulatory environment for data security is increasingly rigorous, which may lead to higher compliance costs and potential liabilities[80]. - The company is subject to stringent and changing privacy laws, which may impose additional obligations and increase compliance costs[100]. Corporate Governance - The Schottenstein Affiliates control approximately 30% of the company's outstanding common shares, representing 66% of the combined voting power, which may influence corporate decisions[106]. - The company has implemented a comprehensive information security program to manage cybersecurity risks, overseen by the Board and the Technology Committee[111]. - The Director of Information Security, with over 20 years of experience, leads the company's cybersecurity strategy and reports to executive management[116]. Acquisitions and Growth - The company completed the acquisition of Rubino Shoes Inc. on April 8, 2024, expanding its retail segment into Quebec, Canada[204]. - The company acquired Rubino in 2024, but the expected contributions from this and other acquisitions may not materialize, potentially disrupting ongoing business operations[88]. Inventory and Assets - The company’s inventories decreased to $563,547 thousand as of January 31, 2026, from $599,751 thousand, a decline of approximately 6.0%[197]. - Total assets decreased to $1,947,633 thousand as of January 31, 2026, down from $2,009,224 thousand on February 1, 2025, representing a decline of approximately 3.1%[197].