Product Launch and Approvals - Humacyte, Inc. commenced the U.S. commercial launch of its first FDA-approved product, Symvess, in Q1 2025, targeting vascular trauma indications[16]. - The FDA granted full approval for Symvess on December 19, 2024, for use as a vascular conduit in urgent revascularization cases[20]. - The FDA granted full approval for ATEV on December 19, 2024, for use in adults with extremity vascular trauma, broadening its indication beyond previous restrictions[113]. - ATEV received RMAT designation from the FDA in May 2023 for urgent arterial repair following extremity vascular trauma, with a BLA filed in December 2023[81]. - The company expects to file a BLA with the FDA in the second half of 2026 for ATEV use in AV access for hemodialysis, targeting high-risk patients[48]. - The FDA is expected to receive a supplemental BLA submission in the second half of 2026, targeting subgroups with the best results from the ATEV[169]. Clinical Trials and Results - As of December 31, 2025, approximately 636 patients have received ATEVs in clinical trials and post-launch[19]. - The company is conducting a Phase 3 trial for a 6mm ATEV in AV access for hemodialysis, with plans to submit a supplemental BLA in H2 2026[21]. - ATEV has been implanted in over 85 clinical sites across seven countries with zero instances of clinical rejection in the past ten years[66]. - The longest ATEV use for dialysis has been more than ten years, with no evidence of clinically relevant immunologic reactions observed[65]. - In the V005 trial, the primary patency rate for ATEVs was 84.3%, compared to 78.9% for synthetic grafts, while secondary patency was 90.2% versus 78.9%[86]. - ATEV demonstrated a primary patency rate of 93.8% and a secondary patency rate of 93.8% in the V017 trial, with no conduit infections or amputations reported[99]. - The combined results from the V005 and V017 trials showed a primary patency of 87.1% and a secondary patency of 91.5%, significantly outperforming the synthetic graft benchmark of 78.9%[110]. - The V006 trial enrolled 355 subjects, with ATEV subjects trending older (mean age 62.6 years) and having a higher prior stroke rate (12.4%) compared to ePTFE subjects (5.6%)[138]. - ATEV demonstrated secondary patency rates of 92% at 6 months and 67% at 24 months, while ePTFE showed 87% and 74% respectively, indicating ATEV's initial advantage[142]. - The V007 trial enrolled 242 patients, comparing ATEV to autogenous AV fistulas, with ATEV showing functional patency of 81.3% at 6 months versus 66.4% for AVF[157]. - ATEV demonstrated a secondary patency rate of 68.3% at 12 months compared to AVF's 62.2%, with a duration of use of 7.5 months versus 6.1 months[157]. - The V012 trial has enrolled 113 patients, with an interim analysis planned after one year of follow-up, expected to report results in Q2 2026[168]. Manufacturing and Capacity - Humacyte's manufacturing facility spans 83,000 square feet and can accommodate over 40 LUNA200 systems, currently operating eight systems[35]. - The LUNA200 system can produce up to 200 ATEVs (42cm in length) per batch, with the ability to generate 400 ATEVs (13cm in length) per batch[36]. - The LUNA200 manufacturing system can produce up to 200 ATEVs per batch, with an annual gross capacity of approximately 900 ATEVs per system[215]. - The FDA inspected the manufacturing facility in April 2024, which is set to support the commercial launch of ATEVs in the first quarter of 2025[214]. Patient Population and Economic Impact - The estimated annual eligible patient population for ATEVs in the U.S. is approximately 26,000, based on trauma injury analysis[43]. - An estimated $5 to $6 billion per year is spent on hospital admissions for hemodialysis patients with infection and access complications, with over 555,000 patients receiving hemodialysis in the U.S. in 2024[46]. - Hemodialysis patients average 1.8 hospital admissions and four days hospitalized for infections each year, with infection and access complications being the two most common causes[47]. - The ATEVs are projected to be cost-saving for trauma centers and third-party payors, primarily due to reductions in costs related to amputations and conduit infections[45]. - A Budget Impact Model published in March 2025 projected cost savings for trauma centers and third-party payers due to reduced rates of amputations and conduit infections associated with ATEV[114]. Safety and Efficacy - The average infection rate for ATEVs in AV access trials is approximately 1.0% or less per patient-year, with rates in trauma and PAD trials ranging from 0% to 2%[67]. - ATEV showed a low infection rate of less than 1% per patient-year in hemodialysis access trials, indicating a significant improvement over traditional methods[129]. - ATEV had a significantly lower rate of vascular access site infections (0%) compared to ePTFE (2.8%), highlighting a safety advantage[148]. - ATEVs maintained an infection-free rate of 92.9% from months 3 to 36 in long-term follow-up studies[92]. - The company has observed consistent durability and a strong tolerability profile for ATEVs across various trials and programs[65]. - ATEV has shown strong patency rates and no reported infections in clinical studies for peripheral artery disease (PAD)[171]. Future Developments - The company plans to support an IND application for CABG using a small diameter ATEV in 2025, following preclinical testing[56]. - The company is planning to commence human clinical testing of the CTEV in CABG in the second half of 2026, pending FDA IND clearance[202]. - The engineered lung technology is being scaled up for human-sized organs, with gas exchange observed in studies with rodent models[212]. - The BVP product candidate can accommodate approximately 800,000 human pancreatic islets, potentially reversing diabetes and restoring glucose control[194]. - Preclinical studies showed that insulin-producing cells in the BVP survived for months post-implantation and continued to produce measurable insulin in the bloodstream[197]. - The CTEV demonstrated sustained patency in a baboon model of CABG, with all CTEVs maintaining blood flow throughout a six-month follow-up[199]. - The CTEV is being evaluated for use in pediatric heart surgery, with promising results published in October 2023 showing patency and blood flow for up to six months[205].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on February 2, 2026, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Public Units at a price of $10.00 per unit[23]. - An additional $4,868,750 was raised through the private sale of 486,875 Private Placement Units, sold at the same price of $10.00 per unit[24]. - A total of $201,250,000 from the IPO and Private Placement proceeds has been placed in a Trust Account[25]. - The company has $201,250,000 available for a Business Combination following the Initial Public Offering, assuming no redemptions and before payment of the Deferred Fee[51]. - The company completed its Initial Public Offering on February 2, 2026, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Public Units at a price of $10.00 per unit[171]. - A total of 486,875 Private Placement Units were sold simultaneously, generating additional gross proceeds of $4,868,750[160]. - The proceeds from the Initial Public Offering and Private Placement were placed in a Trust Account, with $201,250,000 allocated for future business combinations[163]. - The company incurred fees of $10,649,942 related to the Initial Public Offering, which included a cash underwriting fee of $3,018,750 and a Deferred Fee of $7,043,750[183]. Business Combination Plans - The company must complete its initial Business Combination by February 2, 2028, or face termination and distribution of Trust Account amounts[27]. - The company aims to acquire businesses with an aggregate fair market value of at least 80% of the Trust Account assets, as per Nasdaq Rules[31]. - The company has not yet selected a specific Business Combination target and has generated no operating revenues to date[21]. - The company is focused on technology-enabled businesses but is open to opportunities across any industry or geography[22]. - The company has not yet selected a specific Business Combination target but may pursue businesses with enterprise values exceeding the net proceeds from the Initial Public Offering and Private Placement[52]. - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the available proceeds from the Trust Account[52]. - The company may face challenges in evaluating the management team of target businesses, which could impact the success of the Business Combination[63]. - The company may engage finders to identify potential transactions, with fees typically tied to the completion of a transaction[60]. - The company is not prohibited from pursuing a Business Combination with an affiliated company, but must obtain a fairness opinion in such cases[61]. - The company may need to liquidate the Trust Account if it cannot complete the initial Business Combination due to insufficient funds[54]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds the available cash, and all submitted Public Shares will be returned[89]. - The company has a Combination Period to complete the initial Business Combination, failing which it will cease operations and redeem Public Shares at a price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[97]. - The company may only complete one Business Combination with the proceeds from the Initial Public Offering and Private Placement, leading to dependency on a single business[126]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their shares at a price of $10.00 per Public Share upon completion of the initial Business Combination[76]. - The redemption process will allow Public Shareholders to redeem shares either through a general meeting or a tender offer, based on the company's discretion[78]. - The company requires at least 6,615,834 Public Shares, or 32.87% of the 20,125,000 Public Shares sold in the Initial Public Offering, to be voted in favor of the initial Business Combination for approval[82]. - The redemption rights will apply regardless of whether Public Shareholders vote for or against the proposed transaction[83]. - Public Shareholders can vote all their Public Shares, including Excess Shares, for or against the initial Business Combination without restrictions[91]. - The redemption process requires Public Shareholders to deliver share certificates or electronically transfer Public Shares to the transfer agent two business days prior to the scheduled vote[92]. - A nominal fee of approximately $100.00 may be charged by the transfer agent for the redemption process, which could be passed on to redeeming holders at the broker's discretion[93]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for a pro rata share of the Trust Account[95]. - Public Shareholders may lose the ability to redeem shares exceeding 15% of Class A Ordinary Shares if not conducted under tender offer rules[124]. - If the initial Business Combination is not completed, Public Shareholders may only receive their pro rata portion of the Trust Account funds[124]. Management and Team Experience - The Management Team has extensive experience in various sectors, enhancing the company's ability to identify and acquire target businesses[30]. - The Management Team's experience includes significant knowledge in technology and artificial intelligence, which may aid in evaluating potential targets[30]. - The company has a diverse board of directors with extensive experience in technology, finance, and corporate governance[215][216][218][219][220]. - Von Lam, the CEO, has over 20 years of experience in global technology venture capital and corporate development[215]. - Yuming Zou, the CFO, has over 20 years of financial leadership experience and is a Chartered Financial Analyst[216]. - Patrick Aber, the COO, has a background in AI-powered financial research and portfolio management[218]. - Steven Maksymyk, the Chief Strategy Officer, has overseen revenues exceeding US$400 million in previous roles[219]. - Sheldon Trainor-DeGirolamo, the Chairman, has extensive experience in investment banking and corporate governance[220]. Financial Performance and Reporting - For the period from October 10, 2025, to December 31, 2025, the company reported a net loss of $49,541, primarily due to general and administrative costs[182]. - As of December 31, 2025, the company had cash held outside the Trust Account of approximately $69, which increased to $1,349,169 by February 2, 2026[188]. - The company fully repaid $230,000 borrowed under the IPO Promissory Note upon the consummation of the Initial Public Offering[180]. - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[181]. - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial statements[112]. - Financial statements of prospective target businesses will be provided to shareholders, which may need to comply with GAAP or IFRS standards[113]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until specific revenue or market value thresholds are met[116]. - The company will remain a smaller reporting company until it meets certain market value or revenue criteria, which allows for reduced disclosure obligations[119]. Risks and Challenges - The company may face significant competition from other SPACs, private equity groups, and public companies, which may impact the terms of potential acquisitions[110]. - The company may face regulatory review and approval requirements that could delay or prevent the completion of the initial Business Combination[128]. - The ongoing geopolitical conflicts, including the Russia-Ukraine war and tensions in the Middle East, may materially affect the ability to find a target business for the initial Business Combination[135]. - The potential for increased volume and price volatility in publicly traded securities due to military conflicts may complicate the consummation of the initial Business Combination[141]. - The company may face risks related to its search for a Business Combination, including potential inability to complete the transaction within the Combination Period[121]. - The ability of Public Shareholders to redeem shares for cash may deter potential Business Combination targets, impacting negotiations[122]. - The company may not extend the Combination Period, leading to liquidation and worthless Warrants if the initial Business Combination is not completed[122]. - The company may face difficulties in protecting shareholder interests due to its incorporation under the laws of the Cayman Islands[133]. - The company may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences for U.S. shareholders[133]. Operational Matters - The company has entered into an Administrative Services Agreement to pay $15,000 per month for office space and administrative support[176]. - There are currently no material legal proceedings pending against the company[151]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering[149]. - The company currently has four officers and does not plan to hire full-time employees until after the initial Business Combination is completed[111]. - The management report on internal control over financial reporting is not included due to a transition period for newly public companies[208]. - No directors or officers adopted or terminated any trading arrangements during the quarterly period ended December 31, 2025[210].

Financial Performance - As of December 31, 2025, the company has an accumulated deficit of $321.8 million[71]. - The company reported a net loss of $150,052,486 for 2025, compared to a net loss of $45,510,309 in 2024, indicating a substantial increase in losses[248]. - Revenue for the year ended December 31, 2025 was $974,977, a significant decrease from $3,983,466 in 2024, primarily due to the discontinuation of four-wheel products and the Grunt EVO motorcycle[248][249]. - Cost of goods sold for 2025 was $1,337,595, down from $17,987,951 in 2024, reflecting the transition away from four-wheel products[252][253]. - General and administrative expenses for the year ended December 31, 2025, were $28,602,049, including employee payroll costs of $2,355,795 and stock-based compensation of $17,850,071[265]. - The company expects a decrease in general and administrative expenses for 2026 compared to 2025, anticipating a reduction of over $400,000 in insurance costs and no one-time costs such as the $2,000,000 settlement with Highbridge[267]. Digital Assets and Investments - The company experienced a $14.1 million unrealized loss on digital assets for the quarter ended September 30, 2025, and a $108.6 million unrealized loss for the quarter ended December 31, 2025 due to declines in Bitcoin prices[80]. - The unrealized loss on digital assets for the year ended December 31, 2025, was $122,659,151, with an average Bitcoin purchase price of $117,516 and a fair value of $87,464 as of December 31, 2025[269]. - The company generated $2.0 million in income from trading derivative contracts since the inception of its digital asset strategy[225]. - The company holds 2,891 Bitcoin with a carrying value of approximately $204.8 million as collateral for borrowing arrangements[125]. - As of March 25, 2026, the company held approximately 3,359 Bitcoin with an aggregate purchase price of $395.4 million[88]. - The company sold 722 Bitcoin for proceeds of $50.0 million from January 1, 2026 to March 25, 2026, realizing a loss of $3.2 million[84]. Debt and Financing - The company has outstanding indebtedness of $95.0 million as of March 25, 2026, with a weighted average interest rate of 7.98%[81]. - The company plans to fund share repurchases from future cash flow generation and may incur additional indebtedness to do so[86]. - The company has a share repurchase program allowing up to $200.0 million in common stock repurchases, expanded on February 2, 2026[224]. - The company entered into a Venom Supply Agreement to finance inventory purchases, allowing up to $2.0 million in purchases, with subsequent amendments increasing this amount[170]. - As of March 25, 2026, Venom has outstanding payments of $2,354,591 under the supply agreement, which poses a risk to the company's financial condition[171]. Regulatory and Compliance Risks - The U.S. government and regulatory bodies are enacting new laws that could significantly impact Bitcoin's price and the company's ability to operate in the digital asset market[94]. - Regulatory changes could require the company to register as a money services business or money transmitter, leading to increased compliance costs[127]. - The company may become subject to the corporate alternative minimum tax (CAMT) if its average annual adjusted financial statement income exceeds $1 billion over a three-tax-year period[121]. - The company does not expect its E-Bike sales, inventory financing business, and Bitcoin derivative trades to generate sufficient cash flow from operations to meet financial obligations over the next twelve months[83]. - The company has not remediated material weaknesses in internal control over financial reporting identified in its 2020 audit[74]. Operational Challenges - The company relies on a third-party manufacturer for E-Bike production, exposing it to risks of product delivery delays and quality control issues[138]. - The company has experienced delays in product development and manufacturing due to reliance on external partners, impacting its ability to fulfill orders[141]. - The company faces challenges in protecting intellectual property when using third-party manufacturers in China, risking unauthorized use of proprietary technology[146]. - Disruptions in the supply chain, including trade laws and public health crises, could materially affect product supply and costs[150]. - Recent U.S. tariffs on imports from China and Vietnam could increase product costs and disrupt supply chains[151]. Market and Competitive Landscape - The growth of Bitcoin adoption is uncertain and depends on factors such as public familiarity, institutional demand, and competition from alternative digital assets[96]. - The emergence of alternative digital assets, including stablecoins and central bank digital currencies (CBDCs), could negatively impact Bitcoin's market price[109][111]. - The approval of spot Bitcoin exchange-traded products (ETPs) may lead to a decline in the premium of the company's common stock relative to its Bitcoin holdings[112]. - The SEC's approval of ether spot ETPs could provide investors with more alternatives, potentially decreasing Bitcoin's trading price and affecting the company's stock value[114]. - The company emphasizes the importance of building and maintaining a strong dealer network to compete effectively in major markets[167]. Product Development and Sales Strategy - The company began selling the Brat on its website in 2023 and plans to expand sales through national retailers like Dick's Sporting Goods by 2025[165]. - The company plans to launch new two-wheel products in European markets in the second half of 2026, focusing on expanding its two-wheel business[241]. - The company is developing a new electric motorcycle model with a third-party manufacturer, aiming for a potential launch in the second half of 2026[239]. - The company has transitioned its powersports and golf cart dealers to Venom while continuing warranty support for products sold through these channels[242]. - There is uncertainty regarding the company's ability to enhance existing products and develop new ones that meet customer needs, which could impact market acceptance[168]. Shareholder and Stock Information - The company closed its stock price at $4.35 on March 25, 2026, indicating historical volatility in its share price[185]. - The company has the authority to issue up to 250,000,000 shares of common stock and 5,000,000 shares of preferred stock, which could dilute existing stockholders' ownership[184]. - On May 13, 2025, the company received a notice from Nasdaq for non-compliance with the minimum bid price rule, which was below $1.00 for 30 consecutive business days[186]. - The company regained compliance with Nasdaq's listing rules on July 17, 2025, and must maintain compliance through November 10, 2025[186]. - The company does not intend to pay dividends in the foreseeable future, as it has never declared or paid cash dividends on its capital stock[190]. Cybersecurity and Risk Management - The company is subject to cybersecurity risks and evolving privacy laws, which could lead to significant costs and adversely affect its operations and financial condition[178]. - The company has established cybersecurity policies and procedures to manage risks from cybersecurity threats, with oversight from its board of directors[200].

FDA Approval and Exclusivity - Fennec Pharmaceuticals has received FDA approval for PEDMARK® on September 20, 2022, making it the first and only treatment approved to reduce the risk of cisplatin-induced ototoxicity in pediatric patients[30]. - The company received Orphan Drug Exclusivity for PEDMARK® in January 2023, providing seven years of market exclusivity until September 20, 2029[36]. - Fennec Pharmaceuticals has received Orphan Drug Exclusivity for PEDMARK® effective from September 20, 2022, providing seven years of market exclusivity[73]. - The FDA may not approve CIPLA's ANDA for a generic version of PEDMARK® until at least September 20, 2029, due to Orphan Drug Exclusivity[76]. Clinical Efficacy and Patient Impact - PEDMARK® demonstrated an approximate 50% relative reduction in the incidence of cisplatin-induced hearing loss compared to cisplatin alone in clinical studies[31]. - PEDMARK® is the first and only FDA- and EMA-approved therapy to reduce the risk of ototoxicity associated with cisplatin in pediatric patients aged one month and older with localized, non-metastatic solid tumors[40]. - Approximately 60% to 90% of cisplatin-treated patients may develop permanent sensorineural hearing loss, with rates of 50% to 90% in children[46]. - Fennec estimates approximately 11,400 pediatric patients with localized, non-metastatic solid tumors annually in the U.S. and Europe, with around 2,157 in the U.S. and 1,250 in Europe treated with cisplatin[42]. - In December 2025, positive topline results from the STS-J01 trial in Japan showed a significant reduction in hearing loss incidence with PEDMARK® compared to historical rates[53]. Licensing and Commercialization - The company entered into an exclusive licensing agreement with Norgine for PEDMARQSI® in Europe, Australia, and New Zealand, receiving approximately $43 million upfront and potential additional payments of up to $230 million[33]. - Norgine is responsible for all commercialization activities in the licensed territories, holding all marketing authorizations[33]. - The licensing agreement with Norgine includes an upfront payment of approximately $43 million and potential additional payments of up to $230 million, along with double-digit tiered royalties on net sales[50]. - The commercialization of PEDMARK® is supported by a dedicated field force including Regional Pediatric Oncology Specialists and medical science liaisons[34]. Financial Considerations and Funding - The company may require additional financing to support further product development and regulatory approvals for PEDMARK®[15]. - Research and development expenses decreased to $250 million for the fiscal year ended December 31, 2025, down from $310 million in 2024, as efforts shifted towards commercial readiness and launch activities[188]. - The company has approximately $33,716 in money market investments and savings accounts as of December 31, 2025, compared to $24,614 in 2024, indicating a significant increase in liquid assets[589]. Patent and Intellectual Property - Fennec Pharmaceuticals has six patents listed for PEDMARK® in the FDA's Orange Book, with the latest patents expiring in 2039[36]. - The patent portfolio for PEDMARK® includes six patents listed in the FDA's Orange Book, with expiration dates extending to 2039[63]. - Fennec is currently involved in litigation against CIPLA regarding patent infringement, with a lawsuit filed on January 10, 2023, for three patents[77]. - Fennec's patent position is subject to various risks and uncertainties that could materially affect its ability to protect its intellectual property[88]. Regulatory Compliance and Challenges - The company must comply with FDA regulations for any changes in manufacturing, which could impact product launches and business operations[92]. - The regulatory approval process for new pharmaceutical products is lengthy and resource-intensive, often taking several years and requiring substantial investment[105]. - The company must maintain regulatory approvals for PEDMARK® in the U.S., EU, and other global markets to ensure competitive positioning[103]. - The company is subject to significant regulation by various governmental authorities, including the FDA, which oversees safety, efficacy, and quality of products[104]. - The drug approval process in Europe may require additional testing beyond FDA or TPD approvals, potentially extending the timeline for market entry[111]. Market Competition - Fennec Pharmaceuticals faces significant competition in the biopharmaceutical industry, particularly in the field of cancer therapeutics[29]. - The company faces significant competition from larger pharmaceutical and biotechnology firms with more resources and experience[94]. - The company faces competition from potential agents in preclinical or limited clinical settings, such as D-methionine and SPI-3005, which have shown varying degrees of efficacy[96]. Patient Support Programs - Fennec Pharmaceuticals has established Fennec HEARS®, a program providing financial and product access support for PEDMARK® patients, addressing co-pays and coverage issues[35]. - The Fennec HEARS® program provides comprehensive education, access, and reimbursement assistance to patients and healthcare providers, achieving formulary adoption at large oncology networks[57]. - The company has engaged a dedicated team of reimbursement experts to navigate insurance coverage for PEDMARK®, particularly given the small size of the pediatric cancer population[58]. Manufacturing and Supply Chain - The company relies on contract manufacturers for PEDMARK® production and has no plans to establish in-house manufacturing capabilities[90]. - Fennec has contracted with a third-party manufacturer for PEDMARK® vials and has agreements in place for the active pharmaceutical ingredient[91]. - The Drug Supply Chain Security Act imposes serialization requirements for prescription drug products, which the company complies with to ensure traceability in the supply chain[167][168]. Pricing and Market Access - In the United States, the company relies on adequate financial coverage and reimbursement from third-party payors, including Medicare and Medicaid, which are increasingly scrutinizing drug prices and cost-effectiveness[149][150]. - Legislative and regulatory proposals in the U.S. healthcare system may significantly impact the company's business, with ongoing efforts to revise the Affordable Care Act creating uncertainty[151][152]. - The pricing of orphan drugs is under scrutiny, and potential changes to regulations could affect the company's pricing strategies and market access[153][158]. - Orphan Drug Designation in the U.S. provides a seven-year exclusivity period post-approval, but the company must ensure sufficient supply to meet patient needs to maintain this exclusivity[157]. - The European Orphan Drug Regulation offers significant benefits, including eight years of data exclusivity and potential extensions, which could enhance the company's market position in the EU[160].

Store Operations - As of January 31, 2026, Dillard's operated 271 stores, including 28 clearance centers, and an e-commerce site at dillards.com[11] - The company employed approximately 29,100 associates as of December 20, 2025, with 87% of full-time associates working in retail stores[26][28] - The company operates 271 retail stores across 30 states, totaling approximately 46.0 million square feet, with 43.0 million square feet owned[103][105] Financial Performance - The company reported a net income of $570.2 million for fiscal 2025, maintaining a retail gross margin of 40.8%[128] - Total retail sales for fiscal 2025 were $6.232 billion, unchanged compared to $6.219 billion in fiscal 2024[128] - Comparable store sales for the same period were also unchanged, indicating stable performance in existing locations[128] - The company paid $484.9 million in dividends during fiscal 2025, including the largest special dividend in its history[128] - Stock repurchases amounted to $107.8 million, contributing to a strong financial position with approximately $1.1 billion in cash and cash equivalents at year-end[128] - Net income for fiscal 2025 was $570.2 million, or $36.42 per share, down from $593.5 million, or $36.82 per share, in fiscal 2024[131] - Cash flow from operations was $717.0 million for fiscal 2025, slightly up from $714.1 million in fiscal 2024[133] - Net sales for fiscal 2025 were $6,473.6 million, a decrease from $6,482.6 million in fiscal 2024[135] - Selling, general and administrative expenses for fiscal 2025 were $1,759.2 million, representing 27.2% of sales, up from 26.7% in fiscal 2024[131] - The company returned a record $592.6 million to stockholders through dividends and share repurchases during fiscal 2025[133] Credit Card Program - Dillard's entered into a new 10-year agreement with Citibank for its private label credit card program, replacing the previous Wells Fargo program[19] - Dillard's aims to expand its private label credit card usage through customer incentives and marketing support from Citibank[22] - The income and cash flow from the Citibank Alliance depend on various factors, including sales levels on Citi accounts and credit loss rates, which can significantly impact the company's operating results[71] - The company recognized income of $39.6 million from the Citibank Alliance in fiscal 2025, down from $54.1 million in fiscal 2024[159] Market and Competition - In Fiscal 2025, the retail operations segment accounted for 96% of net sales, with cosmetics, ladies' apparel, and men's apparel contributing 16%, 20%, and 19% respectively[12] - The holiday season significantly impacts sales, with approximately one-third of annual sales occurring in the last quarter of the fiscal year[23] - The company anticipates continued competition in the retail market, particularly in e-commerce, which may affect revenues and market share[37] - Seasonal fluctuations in revenue can disproportionately affect overall financial results, particularly during the last quarter of the fiscal year[38] Risks and Challenges - The company faces risks related to customer payment methods, including potential fraud and compliance with payment network rules, which could increase operating costs[74] - Regulatory changes affecting credit card operations may limit credit availability or increase costs, adversely impacting the company's earnings[72] - The company is subject to cybersecurity risks, including potential data breaches that could disrupt operations and lead to significant financial exposure[83] - Employee wage increases and healthcare costs are significant expenses that could impact the company's financial results and cash flows[89] - Variations in vendor allowances for advertising, payroll, and margin maintenance could negatively impact operating income and sales, particularly if payroll reimbursements decrease[44] - A decrease in cash flows from operations and constraints on accessing financing sources could limit the company's ability to fund operations, capital projects, and dividends[45] - The company's profitability may be adversely impacted by weather conditions, which could affect inventory compatibility with consumer needs and reduce sales[48] - Changes in economic, financial, and political conditions could adversely affect consumer confidence and spending, impacting sales and results of operations[51] Investments and Expenditures - The company has made significant investments in its trademark and license portfolio to enhance product quality and market responsiveness[16] - The company is expanding its private label merchandise program, which includes brands like Antonio Melani and Gianni Bini, but this expansion carries risks related to compliance and reputation[56] - Fluctuations in the price of merchandise, raw materials, and labor could increase costs and negatively impact financial results[57] - Purchase obligations for merchandise and store construction commitments totaled $1,254.8 million, expected to be paid during fiscal 2026[204] - Capital expenditures decreased by $11.2 million in fiscal 2025, with no new locations opened during the year[206] Cybersecurity Measures - The company has implemented a comprehensive information security program, including regular risk assessments and third-party monitoring, to mitigate cybersecurity threats[92] - The company is committed to maintaining a robust cybersecurity framework, with oversight from senior management and the Board of Directors[101] - The company has established incident response plans for cybersecurity threats, ensuring preparedness for potential disruptions[97] Pension and Employee Benefits - The company expects to make a pension plan contribution of approximately $8.5 million in fiscal 2026, with pension expense anticipated to be around $26.1 million[172] - The discount rate for determining future pension obligations decreased to 5.4% as of January 31, 2026, from 5.6% as of February 1, 2025[172] - A 50 basis point change in the discount rate would increase or decrease the pension liability by approximately $16 million[172]

Revenue Performance - Revenue for Q4 2025 was $3.0 million, a decrease of 67.4% compared to $9.2 million in Q4 2024, primarily due to a planned reduction in the supply chain activation program[10]. - Full year 2025 revenue totaled $18.9 million, down 39.7% from $31.3 million in 2024, also due to the planned reduction in the supply chain activation program[12]. - Total revenues for the year ended December 31, 2025, were $18,922,000, a decrease from $31,282,000 in 2024, representing a decline of approximately 39.5%[30]. Operating Expenses - Operating expenses for Q4 2025 were $194.7 million, an increase of 1,102.5% from $16.2 million in Q4 2024, largely driven by a $165.9 million non-cash impairment of assets[13]. - Full year operating expenses reached $259.6 million, up 204.5% from $85.3 million in 2024, primarily due to the non-cash impairment expense[14]. - Operating expenses for the year ended December 31, 2025, totaled $259,634,000, compared to $85,281,000 in 2024, marking an increase of approximately 204.5%[30]. Net Loss - Net loss for Q4 2025 was $194.1 million, compared to a net loss of $13.5 million in Q4 2024, reflecting a significant increase due to the impairment expense[15]. - Full year net loss was $249.7 million, compared to a net loss of $83.7 million in 2024[15]. - Total net loss for the year 2025 reached $249,698 thousand, up from $83,697 thousand in 2024[34]. Asset Impairment - The company reported an impairment of assets totaling $195,636,000 for the year ended December 31, 2025, compared to $15,246,000 in 2024, indicating a significant increase in asset impairment[30]. - Impairment of assets in Q4 2025 amounted to $178,816 thousand, a substantial increase from $76 thousand in Q4 2024[34]. Cash and Liquidity - As of December 31, 2025, cash, cash equivalents, and marketable securities totaled $53.5 million[7]. - Cash and cash equivalents decreased to $32,923,000 as of December 31, 2025, down from $56,307,000 at the end of 2024, reflecting a decline of approximately 41.5%[29]. - The company has $15.0 million in convertible debt outstanding as of December 31, 2025[10]. Customer Engagement - Approximately 30 prospective customers are currently evaluating the latest iteration of Origin PET caps, which have been delivered for testing[5]. Future Projections - The company no longer projects achieving Adjusted EBITDA run-rate breakeven prior to 2028, updated from a previous projection of 2027[11]. Stockholders' Equity - The company had a total stockholders' equity of $104,211,000 as of December 31, 2025, down from $338,365,000 in 2024, a decrease of about 69.1%[29]. Share Information - The weighted-average common shares outstanding for the year ended December 31, 2025, were 4,939,958, compared to 4,773,088 in 2024, reflecting an increase of approximately 3.5%[30]. Other Financial Metrics - Research and development expenses for 2025 were $13,749,000, down from $18,554,000 in 2024, a decrease of about 26.5%[30]. - Stock-based compensation decreased to $2,100 thousand in Q4 2025 from $2,369 thousand in Q4 2024[34]. - Depreciation and amortization expenses increased to $2,843 thousand in Q4 2025 from $2,769 thousand in Q4 2024[34]. - Interest expenses decreased to $17 thousand in Q4 2025 from $58 thousand in Q4 2024[34]. - Investment income improved slightly, with a loss of $(806) thousand in Q4 2025 compared to $(1,336) thousand in Q4 2024[34]. - Income tax provision for Q4 2025 was $364 thousand, up from $266 thousand in Q4 2024[34]. - Cash severance expenses were recorded at $0 in Q4 2025, down from $484 thousand in Q4 2024[34].

Exhibit 99.1 Verde Clean Fuels, Inc. Reports Q4 and FY 2025 Results HOUSTON – March 27, 2026 - Verde Clean Fuels, Inc. ("Verde" or the "Company") (NASDAQ: VGAS) announced today financial results for the fourth quarter and full year 2025. "We remain focused on our revised strategy to deploy our technology while remaining extremely disciplined with our resources. Related to our revised strategy, we are also continuing to evaluate strategic alternatives that may be available to us, including a potential sale o ...

Financial Performance - For Q4 2025, Verde Clean Fuels, Inc. reported a net loss of $(6.6) million, resulting in a diluted net loss per share of $(0.17) [4] - For the full year 2025, the company recorded a net loss of $(14.1) million, with a diluted loss per share of $(0.39) [4] - The total operating loss for the year 2025 was $16.5 million, compared to $11.7 million in 2024, representing a 41.5% increase [10] Cash and Assets - The company ended 2025 with $57.2 million in cash and cash equivalents and no debt [3] - Total assets as of December 31, 2025, were $60.2 million, up from $23.6 million in 2024, indicating a substantial increase of 155.5% [12] Expenses - General and administrative expenses for Q4 2025 were $3.1 million, compared to $2.7 million in Q4 2024, reflecting a 12.7% increase [10] - The impairment charge of $3.9 million related to the suspended Permian Basin project significantly impacted the net loss for the year [4] Strategic Direction - The company is evaluating strategic alternatives, including a potential sale or merger, as part of its revised strategy [2] - Verde has invested over $110 million in the development of its proprietary gas-to-liquids processing technology since 2007 [5] - The company aims to commercialize its STG+® technology for industrial-scale deployment, which is designed to convert syngas into clean transportation fuels [5]

Financial Performance - Revenues for the years ended December 31, 2025 and 2024 were both $72,102, primarily from the Aikido License and Sublicense Agreement [311]. - Cost of revenues increased significantly from $5,838 in 2024 to $44,295 in 2025 due to accelerated amortization of license fees [312]. - The net loss for the year ended December 31, 2025 was $4,227,698, compared to a net loss of $4,392,880 in 2024, indicating a slight improvement [310]. - Operating expenses for 2025 were $4,308,469, a decrease from $4,771,958 in 2024, reflecting cost management efforts [310]. - Total operating expenses for the year ended December 31, 2025, were $4,308,469, a decrease of $463,489, or 9.7%, compared to $4,771,958 in 2024 [313]. - Net loss for the year ended December 31, 2025, was $4,227,698, or $0.50 per share, a decrease of $165,182, or 3.8%, from a net loss of $4,392,880, or $1.19 per share in 2024 [322]. - Working capital increased by $1,282,059, or 24%, to $6,737,542 as of December 31, 2025, compared to $5,455,483 in 2024 [324]. - Net cash used in operating activities increased by $827,425, or 21.6%, to $4,661,339 in 2025 from $3,833,914 in 2024 [326]. - Net cash provided by financing activities increased by $1,618,591, or 49.9%, to $4,860,219 in 2025 from $3,241,628 in 2024 [328]. - As of December 31, 2025, the company had $4,748,700 in cash and cash equivalents, along with $2,110,065 in short-term investments [323]. Research and Development - The company is developing four product candidates, including SPC-15 for PTSD and anxiety disorders, SP-26 for fibromyalgia, SPC-14 for Alzheimer's disease, and SPU-16 for CNS disorders [296]. - SPC-15 is designed as an intranasal treatment and is expected to qualify for the FDA's streamlined 505(b)(2) regulatory pathway, with a pre-IND meeting held in September 2024 [293]. - SP-26, a ketamine-based implant for chronic pain, is currently in preclinical research, with initial animal studies evaluating its dosage and time release [297]. - The global Alzheimer's therapeutics market is projected to exceed $30.8 billion by 2033, presenting a significant opportunity for SPC-14 [300]. - The company expects an increase in research and development activities as it develops existing and potentially acquires new product candidates [317]. Cost Management - Compensation expense decreased by $76,451, or 8.4%, to $830,322 in 2025 from $906,773 in 2024, primarily due to a reduction in executive bonuses [314]. - Professional fees decreased by $140,136, or 11.7%, to $1,058,609 in 2025 from $1,198,745 in 2024, mainly due to lower consulting and investor relation fees [315]. - Research and development expenses decreased by $207,327, or 8.7%, to $2,160,829 in 2025 from $2,368,156 in 2024, influenced by reduced study costs and consulting fees [316]. Stock and Financing Activities - A stock repurchase plan was authorized to repurchase up to $1 million of common stock, with a total of 355,710 shares repurchased for $644,234 during 2023 and 2024 [307]. Staking Activities - The Company recognized staking income from native staking activities amounting to $207 for the year ended December 31, 2025, reflected as other income [342]. - During the year ended December 31, 2025, no liquid staking rewards were received [344]. - The Company participates in native staking exclusively as a delegator, earning rewards based on its proportion of the total SOL staked [341]. - The Company’s impaired crypto assets are written down to their fair value at the time of impairment, with losses recognized in the consolidated statements of operations [339]. - Staking rewards on LsETH or mSOL are recognized only upon redemption, measured at the fair value of ETH or SOL at contract inception [345]. - The Company’s role in staking activities is as a Delegator, not as a principal to the block validation service [342]. - The Company’s liquid staking protocol allows for liquidity while earning staking rewards, with LsETH or mSOL received as receipt tokens [343]. - The Company’s staking rewards are not continuously reflected in token balances but realized separately upon redemption [345]. Accounting and Reporting - The Company does not expect the adoption of new accounting guidance to have a material impact on its consolidated financial statements [346]. - The Company does not provide market risk disclosures as a smaller reporting company [348].

Financial Performance - For the year ended December 31, 2025, the company reported net product revenue of $74.3 million, primarily driven by sales in the United States [685]. - The company incurred net losses of $287.5 million and $220.7 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $1,386.8 million as of December 31, 2025 [678]. - Total revenue for 2025 was $75.4 million, a 645% increase compared to $10.1 million in 2024 [745]. - The company reported a net loss of $287.5 million for 2025, a 30% increase from a net loss of $220.7 million in 2024 [745]. - Income tax expense increased to $2.0 million for the year ended December 31, 2025, compared to $1.5 million for 2024, reflecting a $0.4 million increase due to higher taxable income from product revenue [755]. Cash and Liquidity - The company has cash and cash equivalents of $104.1 million and marketable securities of $196.6 million as of December 31, 2025, expected to fund operations for at least the next twelve months [679]. - As of December 31, 2025, cash and cash equivalents were $104.1 million, down from $227.4 million in 2024, indicating a significant decrease in liquidity [791]. - Net cash used in operating activities for the year ended December 31, 2025, was $283.6 million, up from $206.3 million in 2024, driven by a net loss of $287.5 million [760]. - Net cash provided by investing activities was $158.5 million for the year ended December 31, 2025, primarily from maturities and redemptions of marketable securities [761]. - Net cash used in financing activities was $4.3 million for the year ended December 31, 2025, compared to a net cash inflow of $589.6 million in 2024 [763]. Research and Development - Initial data from the Phase 1 trial of obe-cel in progressive multiple sclerosis is expected to be reported at the end of 2026 [682]. - Research and development expenses are expected to increase substantially over the next few years due to higher personnel costs and additional clinical trials [723]. - Research and development expenses decreased by 15% to $117.7 million in 2025 from $138.4 million in 2024, primarily due to reallocations to commercial manufacturing [750]. - The company benefits from U.K. research and development tax incentives, with the SME program allowing for cash rebates of up to 33.35% of qualifying expenditure incurred prior to April 1, 2023 [730]. Product Development and Sales - AUCATZYL was launched in the United Kingdom in December 2025 following a successful NICE evaluation, now available under routine commissioning [685]. - The overall response rate for obe-cel in pediatric patients with high-risk r/r B-ALL was reported at 95.5%, with low rates of high-grade cytokine release syndrome and neurotoxicity [685]. - AUCATZYL was included in CMS's Healthcare Common Procedure Coding System, formalizing reimbursement for patients on government programs [698]. - The company expects significant expenses and operating losses as it markets AUCATZYL and advances other product candidates through development and commercialization [756]. - The company anticipates increased expenses related to establishing sales and marketing infrastructure for AUCATZYL and other product candidates [764]. Collaborations and Agreements - The company received an upfront payment of $10 million from BioNTech under a License Agreement, with potential future payments of up to $582 million [688]. - Blackstone agreed to pay the company up to $150 million to support the development of obe-cel, including an upfront payment of $50 million [696]. - The Blackstone Collaboration Agreement includes up to $150 million in payments to support the development of the investigational therapy product candidate, with an upfront payment of $50 million already received [772]. Revenue Recognition and Accounting Policies - The company revised its revenue recognition policy, concluding that revenue should only be recognized after the patient has received the final dose of the product, impacting previously recognized revenue [701]. - Product revenue is recognized net of gross-to-net deductions, which include estimated rebates and chargebacks, patient travel assistance, and co-pay assistance deductions [702]. - License revenue includes non-refundable upfront fees and payments based on clinical development and regulatory objectives [709]. - The company assesses variable consideration in contracts, including contingent research milestone payments, to determine revenue recognition [715]. - The company recognizes royalty revenue at the later of when related sales occur or when the performance obligation has been satisfied [718]. Costs and Expenses - Cost of sales surged to $96.4 million in 2025, up from $11.4 million in 2024, reflecting increased manufacturing and employment costs related to AUCATZYL [748]. - Selling, general and administrative expenses rose by 30% to $131.9 million in 2025, driven by increased salaries and operational costs [751]. - Cost of sales as a percentage of net sales for AUCATZYL was affected by the use of initial pre-launch raw materials inventory, which was previously expensed as research and development expense [719]. Foreign Exchange and Interest - Interest income fell to $19.0 million in 2025 from $32.4 million in 2024, attributed to lower cash balances and yields [753]. - Interest expense increased significantly to $36.7 million in 2025, up from $9.3 million in 2024, due to changes in valuation assumptions for collaboration agreements [754]. - Foreign exchange gains improved to $2.2 million in 2025, compared to a loss of $1.0 million in 2024, reflecting favorable currency transactions [752]. - The company recorded a foreign exchange gain of $2.2 million for the year ended December 31, 2025, compared to a loss of $1.0 million in 2024 [795]. - The company has not engaged in currency hedging activities to reduce currency exposure but may consider it in the future [797]. Liabilities and Obligations - The accumulated tax losses for carry forward in the U.K. were $953.6 million as of December 31, 2025, with no deferred tax assets recognized due to insufficient taxable profits expected [743]. - The carrying amount of the Blackstone Collaboration Agreement Liability and BioNTech Liability is based on estimates of future royalties and milestones, discounted using the initial effective interest rate [792]. - The liabilities related to future royalties and milestones are measured at amortized cost based on effective interest rates determined at the outset of the agreements [779]. - The company assesses the estimated probability, timing, and amount of future expected royalty and milestone payments, which involves significant judgment [781]. - The expected rebate and chargeback percentages for product revenue deductions are based on internal assumptions and third-party data, which may change as more product experience is developed [783].