Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40862 MARBLEGATE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-4249135 (Sta ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number: 001-38634 Reviva Pharmaceuticals Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 85-4306526 (St ...

Financial Performance - Platform revenue for FY 2024 was $21.0 million, primarily driven by asset management revenue[54]. - The platform net loss attributable for FY 2024 was $19.6 million, or $0.89 per diluted share, largely due to one-time non-cash allowances and write-downs[54]. - Total revenues for Q4 2024 were $8,687,000, a decrease of 63.7% compared to $23,945,000 in Q4 2023[68]. - Asset management revenues for Q4 2024 were $3,953,000, down from $4,325,000 in Q4 2023, representing a decline of 8.6%[68]. - Total revenues for the year ended December 31, 2024, were $51,119,000, a decrease from $90,937,000 in 2023, representing a decline of approximately 43%[89]. - Net loss attributable to CaliberCos Inc. for the year ended December 31, 2024, was $21,470,000 compared to a net loss of $27,594,000 in 2023, showing an improvement of about 22%[89]. - Basic platform income per share for the year ended December 31, 2024, was $(0.89), compared to $(0.63) in 2023, indicating a worsening performance[91]. - Net income (loss) attributable to CaliberCos Inc. for the three months ended December 31, 2024, was $(11,388,000), compared to $(2,361,000) in 2023, reflecting a significant increase in losses[95]. - Total revenue for the three months ended December 31, 2024, was $4,588 thousand, down 36.4% from $7,187 thousand in the same period of 2023[99]. - The company reported a loss on CRAF Investment of $1,339 thousand for the three months ended December 31, 2024[97]. Assets and Liabilities - Fair value assets under management reached $794.9 million, with managed capital at $492.5 million[54]. - Total assets as of December 31, 2024, were $105,535,000, a significant decrease from $299,432,000 as of December 31, 2023[71]. - Total liabilities as of December 31, 2024, were $94,282,000, down from $119,514,000 in 2023[73]. - Managed Capital increased from $437,625 thousand as of December 31, 2023, to $492,542 thousand as of December 31, 2024, representing an increase of 12.5%[101]. - The fair value of total assets under management (AUM) as of December 31, 2024, was $794,923 thousand, up 7.2% from $741,190 thousand as of December 31, 2023[106]. Expenses - Total expenses for Q4 2024 were $14,041,000, a decrease of 54.3% from $30,665,000 in Q4 2023[68]. - Total expenses for the year ended December 31, 2024, were $64,432,000, down from $119,514,000 in 2023, a reduction of approximately 46%[89]. - Operating costs for the three months ended December 31, 2024, were $8,550,000, compared to $5,106,000 in 2023, an increase of approximately 67%[93]. - Interest expense for the year ended December 31, 2024, was $(5,424,000), up from $(4,717,000) in 2023, indicating an increase of about 15%[89]. - Interest expense for the year ended December 31, 2024, was $5,424 thousand, compared to $4,717 thousand in 2023, reflecting an increase of 15%[101]. Revenue Streams - Caliber announced the launch of the Caliber 1031 Exchange, providing accredited investors access to curated real estate investments[54]. - The company demonstrated an unlevered annualized gross internal rate of return (IRR) of 19% on investments sold[13]. - The company reported a performance allocation revenue of $1,165,000 in Q4 2024, compared to $328,000 in Q4 2023[68]. - Fund management fees for the three months ended December 31, 2024, were $2,844 thousand, an increase of 15.5% from $2,461 thousand in the same period of 2023[99]. - Total asset management revenue decreased to $4,587 thousand for the three months ended December 31, 2024, down 23.5% from $6,005 thousand in 2023[99]. Capital Raising and Ownership - On November 26, 2024, Caliber raised $2.0 million from the sale of preferred stock and warrants to one investor[54]. - Caliber has raised over $743 million since inception, indicating a sizable and loyal customer base with an estimated net worth of $13 billion[13]. - The management team has significant insider ownership, with insiders owning approximately 50% of the company[45].

Financial Transactions - The Company completed the sale of its Cylance endpoint security assets for $160.0 million in cash and 5.5 million common shares of Arctic Wolf, with adjustments of approximately $39.1 million[21]. - The Company expects to receive approximately $40 million in cash from Arctic Wolf one year following the closing of the sale of its Cylance endpoint security assets[156]. - The financial results of Cylance are now reported as discontinued operations, affecting the presentation of results from continuing operations[217]. - The Cybersecurity segment has been restructured, with UEM, SecuSuite, and AtHoc reported separately from Cylance as the Secure Communications segment[217]. Technology and Innovation - QNX technology is embedded in over 255 million vehicles, representing a year-over-year increase of 20 million and an increase of 80 million since 2020[59]. - The QNX division's strategic roadmap focuses on innovation at the edge, safety and security, and reduction of developer friction, supported by a cloud-first embedded development strategy[60]. - QNX announced a multi-year collaboration to develop a foundational vehicle software platform, certified to the highest functional safety (ISO 26262 ASIL D) and security (ISO 21434) standards, aimed at reducing software integration costs for automakers[61]. - The introduction of QNX® Cabin provides a pre-integrated digital cockpit software reference implementation, built on ISO 26262 ASIL D-certified software, to accelerate time-to-market for OEMs[62]. - QNX Everywhere initiative launched to provide easy access to QNX software for non-commercial use, supporting the global developer ecosystem and advancing embedded automotive software innovation[63]. Market Presence and Strategy - The Company is collaborating with 16 of the top 20 global OEMs for cockpit solutions and 15 of the top 20 global OEMs for Advanced Driver Assistance Systems (ADAS), covering over 80% of global light passenger vehicle volumes[59]. - The Company’s revenue generation is primarily from licensing enterprise software and associated services, focusing on strategic industries such as automotive, government, and healthcare[51]. - The Company has a strong presence in the secure communications market, driven by increasing cyber threats and the need for secure communication solutions[30]. - The Company focuses on software and services to grow revenue and achieve sustainable profitability, requiring continual growth in its customer base[98]. Research and Development - The Company invests significantly in R&D for QNX and Secure Communications solutions, focusing on security capabilities for enterprise IT departments and end users[69]. - The Company owns approximately 6,300 worldwide patents and applications as of February 28, 2025, which provide a competitive advantage in core product areas[50]. - As of February 28, 2025, the Company owned approximately 6,300 worldwide patents and applications, enhancing its competitive advantage in core product areas[76]. Employee and Workplace - The Company employs 1,820 regular employees across 16 countries, with approximately 58% in Canada and 15% in the U.S.[89]. - The Company offers a range of financial and benefit programs to support employee wellness, including retirement savings plans and family-friendly leave policies[90]. - The Company is committed to maintaining a diverse and inclusive workplace, ensuring a respectful environment free from discrimination and harassment[91]. Risks and Challenges - The company faces intense competition, with competitors potentially implementing new technologies and products faster[101][102]. - The company must obtain and maintain product approvals and certifications to remain competitive, particularly in government markets[106]. - The company’s sales cycles can be long and unpredictable, especially with government and large enterprise customers[111]. - The company is exposed to cyber threats, and any breach could significantly harm its business and reputation[113][115]. - Adverse macroeconomic conditions, including geopolitical events and changes in trade policies, have negatively impacted the company's business[123]. - The company’s products and services are complex and may contain vulnerabilities that could impair their effectiveness and market acceptance[121][122]. - The imposition of new tariffs by the U.S. administration since February 2025 may adversely affect the Company's operations and customer demand[124]. - The Company faces potential litigation claims that could lead to adverse outcomes, impacting financial results and market volatility[125]. - The Company is exposed to product liability risks as it commercializes software innovations for autonomous and connected vehicles[126]. - Network disruptions or business interruptions could materially affect the Company's operations and reputation[128]. - The Company may struggle to foster an ecosystem of third-party application developers, which is crucial for product desirability and revenue[130]. - The Company's success is partly dependent on maintaining relationships with resellers and channel partners, which could impact market reach[131]. - The Company relies on interoperability with rapidly changing third-party systems, and failure to support timely integrations could harm its business[135]. - The introduction of generative AI technologies may expose the Company to operational challenges and regulatory scrutiny[136]. - The Company faces risks related to open source software that could impose unanticipated conditions on its ability to commercialize products[143]. - The Company has incurred $200 million in aggregate principal amount of 3.00% Senior Convertible Notes maturing on February 15, 2029, which may adversely affect its operating flexibility and financial condition[152]. Financial Performance - The Company experiences seasonal revenue patterns, with higher orders from QNX customers in the second half of the fiscal year[55]. - The Company's revenues can fluctuate significantly from quarter to quarter due to unexpected developments, including lower-than-anticipated demand for products and services[177]. - The Company is subject to various taxes in Canada, the United States, and other jurisdictions, and changes in tax provisions could materially impact its financial condition[159]. - The Company’s long-lived assets are subject to impairment reviews, and failure to generate sufficient cash flows could result in impairment charges[157]. - The Company’s goodwill is tested for impairment annually, and adverse changes in business conditions could lead to impairment charges[158]. - The Company's gross margins on products and services can vary significantly due to product transitions, pricing changes, and cost fluctuations[178]. - The market price of the Company's common shares has been volatile, influenced by factors such as new product announcements and quarterly operating results[179]. - The cumulative total shareholder return for the Company's common shares was $91.10 as of February 28, 2025, compared to $100.00 at the base period[202]. - The Company did not repurchase any shares during fiscal 2025 and currently has no share repurchase program[198]. Cybersecurity Measures - The Company has implemented a cybersecurity risk management program to safeguard its information assets, including monitoring and responding to threats[182]. - The Company's incident response team is responsible for addressing security threats and incidents, with processes for crisis management and post-incident recovery[185]. - The Board oversees the Company's enterprise risk management program, including cybersecurity risks, with quarterly updates provided by the Chief Information Security Officer[190]. - The Company has not identified any security threats that materially affected its business strategy or financial condition during the reporting period[188].

Financial Performance and Funding - The company has not generated revenue from product sales and has a history of significant losses[17] - The company is relying on an additional $8.0 million of grant funding that has not yet been received to meet liquidity needs[17] - The company anticipates substantial additional financing will be required to achieve its business objectives[17] - The company has a limited operating history with no products approved for commercial sale and has never generated revenue from product sales, resulting in significant losses[17] Product Development and Regulatory Challenges - The company is highly dependent on its first product candidate, TVGN 489, for the treatment of COVID-19 and Long COVID[13] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, which may cause delays[17] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, with potential delays and disruptions in development[17] - The company is developing additional product candidates through the use of its ExacTcell technology[13] - The company is subject to extensive ongoing regulatory requirements and may face challenges in establishing sales and marketing capabilities[20] Clinical Trials and Market Entry - The company has limited experience in designing and implementing preclinical and clinical trials, which are complex and expensive[17] - The company may encounter difficulties in enrolling patients for clinical trials, which could impact development timelines[17] - The company may encounter difficulties in enrolling patients for clinical trials, which could hinder development timelines[17] - The company may face challenges in establishing sales and marketing capabilities for its product candidates[17] Competition and Manufacturing Risks - The company may face substantial competition and will need to grow the size of its organization to meet market demands[20] - The manufacture of cell therapies involves numerous risks, and establishing manufacturing capabilities may not be successful[20] - The company may not obtain marketing approval for product candidates due to failures by third parties[20] Market and Operational Risks - The company is subject to various risks and uncertainties that may materially affect its business and financial condition[15] - The price of the company's common stock may fluctuate significantly, influenced by various market factors and operational challenges[20]

Financial Performance and Funding - The company has not generated revenue from product sales and has a history of significant losses[17] - The company is relying on an additional $8.0 million of grant funding that has not yet been received to meet liquidity needs[17] - The company anticipates substantial additional financing will be required to achieve its business objectives[17] - The company has a limited operating history with no products approved for commercial sale and has never generated revenue from product sales, resulting in significant losses[17] Product Development and Regulatory Challenges - The company is highly dependent on its first product candidate, TVGN 489, for the treatment of COVID-19 and Long COVID[13] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, which may cause delays[17] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, with potential delays and disruptions in development[17] - The company is developing additional product candidates through the use of its ExacTcell technology[13] - The company may not obtain marketing approval for product candidates due to failures by third parties[20] Clinical Trials and Market Entry - The company has limited experience in designing and implementing preclinical and clinical trials, which are complex and expensive[17] - The company may encounter difficulties in enrolling patients for its clinical trials[17] - The company may encounter difficulties in enrolling patients for clinical trials, which could hinder development timelines[17] - The company may face challenges in establishing sales and marketing capabilities for its product candidates[17] - The company is subject to extensive ongoing regulatory requirements and may face challenges in establishing sales and marketing capabilities[20] Competition and Operational Risks - The company may face substantial competition and will need to grow the size of its organization to meet market demands[20] - The manufacture of cell therapies involves numerous risks, and establishing manufacturing capabilities may not be successful[20] - The company is subject to various risks and uncertainties that could materially affect its business and financial condition[15] - The price of the company's common stock may fluctuate significantly, influenced by various market factors and operational challenges[20]

Financial Performance - The company incurred net losses from continuing operations of $7.2 million for the year ending December 31, 2024, compared to $6.1 million for 2023, reflecting a 17% increase in losses [132]. - Total net sales decreased by $0.7 million, or 6%, to $9.8 million for the year ended December 31, 2024, down from $10.5 million in 2023 [141]. - Product revenue, net, from eyecare products increased by $0.6 million to $9.7 million for the year ended December 31, 2024, primarily due to increased sales of Avenova Spray [145]. - Operating expenses increased by 21% to $12.3 million for the year ended December 31, 2024, compared to $10.2 million in 2023 [141]. - The company recorded a loss on divestiture of subsidiary amounting to $865,000, reflecting the impact of recent strategic changes [141]. - Cash and cash equivalents decreased to $430 thousand as of December 31, 2024, compared to $2.9 million as of December 31, 2023 [156]. - Net cash used in operating activities from continuing operations was $5.2 million for the year ended December 31, 2024, compared to $4.3 million for the year ended December 31, 2023 [160][161]. - Net cash provided by financing activities from continuing operations was $1.5 million for the year ended December 31, 2024, compared to $1.9 million for the year ended December 31, 2023 [163][164]. Asset and Liability Management - The accumulated deficit as of December 31, 2024, was $183.5 million, with total current assets of $1.9 million and total assets of $3.4 million [132]. - As of December 31, 2024, the company had net operating loss carryforwards of $153.7 million for federal income tax purposes [166]. Strategic Changes - The company completed the Avenova Asset Sale on January 17, 2025, receiving net proceeds of approximately $10.5 million, significantly reducing its revenue-generating assets [132]. - Following the Wound Care Divestiture on January 8, 2025, the company received net proceeds of $0.5 million, further diminishing its operational scope [132]. - The company anticipates fulfilling remaining contractual obligations for wound care products by the end of Q2 2025 [129]. - The company is exploring strategic alternatives, including potential dissolution, which is subject to stockholder approval [133]. - The company is exploring strategic alternatives, including a potential dissolution, subject to stockholder approval [159]. Expense Management - Cost of goods sold decreased by $1.1 million, or 25%, to $3.3 million for the year ended December 31, 2024, from $4.4 million for the year ended December 31, 2023 [147]. - Sales and marketing expenses decreased by $0.7 million, or 14%, to $4.0 million for the year ended December 31, 2024, from $4.7 million for the year ended December 31, 2023 [148]. - General and administrative expenses increased by $1.9 million, or 35%, to $7.4 million for the year ended December 31, 2024, from $5.4 million for the year ended December 31, 2023 [149].

Financial Results - Adagio Medical Holdings, Inc. announced its financial results for the fiscal year ended December 31, 2024, on March 31, 2025[5] - The press release regarding financial results is included as Exhibit 99.1[10] Management Changes - The company appointed Deborah Kaster as the Chief Business Officer on March 31, 2025[7]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 00-50626 CYCLACEL PHARMACEUTICALS, INC. OR (Exact name of registrant as specified in its charter) Delaware 91-1707622 (State or Other Jurisdiction of Incorp ...

Revenue and Growth Strategy - The company aims to achieve an expected annual revenue opportunity of $5 to $6 billion by transforming its real estate platform and opening new Design Galleries in major North American markets[35]. - The company is pursuing global expansion with a projected annual revenue of $20 to $25 billion, having opened locations in England, Munich, and Düsseldorf in 2023, with more planned in Brussels and Madrid in 2024[37]. - The company has identified key learnings from its real estate transformation to optimize market share and return on invested capital[49]. Product Development and Offerings - The company plans to introduce the most prolific collection of new products in its history, starting with the mailing of the RH Interiors Sourcebook in fall 2023 and continuing throughout 2024[34]. - The company has established a proprietary product development platform that enhances its ability to introduce new products and reduce costs[41]. - Approximately 98% of sales in the core RH business during fiscal 2024 were driven by the RH Members Program, which had around 265,000 members at year-end[70]. Retail and Distribution - The company operates 69 retail locations, including 64 in North America and 5 in Europe, with an average selling square footage of 34,100 for Design Galleries[44]. - The company operates 83 retail locations with a total selling square footage of 1,527 thousand square feet as of February 1, 2025, an increase from 1,378 thousand square feet at the end of the previous year[56]. - The company operates 40 outlet stores, including one in the United Kingdom, as part of its reverse logistics platform[67]. - The Design Galleries encompass approximately 30,000 to 50,000 square feet of selling space, integrating hospitality offerings while showcasing product collections[51]. Hospitality Integration - The company is integrating hospitality into its Design Galleries, which is expected to drive incremental sales of home furnishings[35]. - The company plans to incorporate hospitality offerings into many new Galleries, enhancing the retail experience and driving incremental sales[48]. Digital and Online Experience - The company is making significant investments to elevate its online experience, with plans to upgrade its website throughout 2025[38]. - The company is focused on digital reimagination to enhance customer experience and differentiate its online presence[38]. - The company utilizes a customer database to analyze buying behaviors and tailor marketing strategies, enhancing targeted marketing efforts[65]. Supply Chain and Sourcing - In fiscal 2024, the company sourced 77% of its purchase dollar volume from 28 vendors, with one vendor accounting for 16%[71]. - 72% of products were sourced from Asia, including 35% from Vietnam and 23% from China, while 18% were sourced from North America[71]. Financial Position and Risks - The company had $200 million in outstanding borrowings under the revolving line of credit and $2,424 million under the Term Loan Credit Agreement as of February 1, 2025[370]. - For every 100-basis point change in interest rates, the company's annual interest expense could change by approximately $26 million[370]. - The company has identified risks related to fluctuations in consumer spending and supply chain management that could adversely affect revenue[15]. - The company believes inflation has had primarily transitory effects on its operations, but acknowledges potential longer-term impacts on costs and pricing[374]. - The Inflation Reduction Act introduced a 15% corporate alternative minimum tax for corporations with average annual adjusted financial statement income exceeding $1 billion, which did not materially impact the company in fiscal 2024[375]. Competition - The company continues to face competition from various home furnishings retailers, including larger competitors with greater resources[75].