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 June 27, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission File Number 001-33278 ______________________________ AVIAT NETWORKS, INC. ______________________________ (Exact name of registrant as specified in its charter) ...

[CULP ANNOUNCES FIRST QUARTER FISCAL 2026 RESULTS](index=1&type=section&id=CULP%20ANNOUNCES%20FIRST%20QUARTER%20FISCAL%202026%20RESULTS) Culp, Inc. reports Q1 FY2026 financial results, highlighting improved profitability and operational efficiency despite market challenges [Fiscal 2026 First Quarter Financial Highlights](index=1&type=section&id=Fiscal%202026%20First%20Quarter%20Financial%20Highlights) Culp, Inc. reported a decrease in consolidated net sales but significant improvements in gross profit and operating income for Q1 FY2026, driven by restructuring benefits. The company reduced its net loss significantly compared to the prior year Consolidated Financial Performance (Q1 FY2026 vs. Q1 FY2025) | Metric | Q1 FY2026 | Q1 FY2025 | Change (YoY) | | :-------------------------- | :---------- | :---------- | :----------- | | Net Sales | $50.7 million | $56.5 million | (10.3%) | | Gross Profit | $7.2 million | $5.1 million | 42.4% | | Gross Profit Margin | 14.3% | 9.0% | +530 bps | | Operating Income (Loss) | $1.6 million | $(6.9) million | (123.6%) | | Non-GAAP Operating Loss | $(1.9) million | $(4.1) million | (53.7%) | | Net Loss | $(231) thousand | $(7.3) million | (96.8%) | | Diluted EPS | $(0.02) | $(0.58) | (96.6%) | | Adjusted EBITDA | $(1.1) million | $(2.7) million | (59.3%) | [Management Commentary](index=1&type=section&id=Management%20Commentary) Management emphasized the effectiveness of restructuring initiatives in improving operating performance despite a challenging market. They anticipate further cost and efficiency benefits from ongoing division integration and recent price increases, aiming for approximately $6 million in annual enhancements. The company is focused on returning to profitability and reducing net debt - Restructuring initiatives completed last year led to substantial double-digit improvement at both gross profit and operating levels[3](index=3&type=chunk) - Ongoing integration of former divisions (upholstery operations transition, Read Window operations transition) and recent price increases are expected to generate approximately **$6 million of additional cost and efficiency enhancements annually**[4](index=4&type=chunk)[6](index=6&type=chunk) - Highest priorities are to return CULP to profitability and reduce the current net debt position, leveraging size and scale advantages to win market share, particularly in bedding[7](index=7&type=chunk)[8](index=8&type=chunk) [Financial Outlook](index=2&type=section&id=Financial%20Outlook) Due to macroeconomic uncertainty and the fluid global trade and tariff environment, the company is providing only limited forward guidance. Expectations are based on current information, projected impacts of restructuring/integration, and market headwinds, assuming no further significant tariff impacts - Limited forward guidance provided due to macro-economic uncertainty and fluid global trade and tariff environment[9](index=9&type=chunk) - Expectations reflect management's assumptions regarding business and industry trends, projected impact of restructuring and integration initiatives, ongoing market headwinds, and no further meaningful impacts from tariffs and trade negotiations[9](index=9&type=chunk) [Fiscal 2026 First Quarter Business Segment Highlights](index=2&type=section&id=Fiscal%202026%20First%20Quarter%20Business%20Segment%20Highlights) Following the integration of its former divisions, Culp now reports its businesses as Bedding and Upholstery segments. SG&A expenses are managed on a consolidated basis, and segment-level operating performance is no longer reported - The company's two formerly separate divisions, Culp Home Fashions and Culp Upholstery Fabrics, are now referred to as Bedding and Upholstery segments[10](index=10&type=chunk) - Selling, general and administrative (SG&A) expenses are now managed on a consolidated basis, and segment-level operating performance will no longer be reported[10](index=10&type=chunk) [Bedding Segment](index=2&type=section&id=Bedding) The Bedding segment maintained flat sales and significantly improved gross profit in a low-demand market, driven by a restructured cost platform and market share gains - Sales in the Bedding segment were **$28.0 million** for the first quarter, generally flat compared with the prior-year period, despite a low-demand market, as the segment continued to win market share with larger customers[12](index=12&type=chunk) - The newly-restructured cost platform drove gross profit of **$2.9 million**, or **10.5% of sales**, a significant improvement from the prior year period's negative **$(326) thousand**, or negative **(1.2%) of sales**[12](index=12&type=chunk)[13](index=13&type=chunk) - The company expects sequential sales growth throughout the year and anticipates cost and efficiency benefits, along with price increases, to drive EBITDA (adjusted) from near breakeven to slightly positive for Q2 FY2026, with operating performance and profitability improving sequentially thereafter[11](index=11&type=chunk) [Upholstery Segment](index=3&type=section&id=Upholstery) The Upholstery segment experienced a sales decline due to market softness, high tariffs, and uneven prior-year comparisons, resulting in reduced gross profit - Sales in the Upholstery segment were **$22.6 million** for the first quarter, down approximately **20%** compared with **$28.5 million** in the prior-year period[17](index=17&type=chunk) - The decline was driven by market softness, historically high tariffs on China-produced products (which grounded residential upholstery order flow for ~5 weeks), and an uneven year-over-year comparison due to a large customer's purchasing concentration in the prior year[17](index=17&type=chunk) - Gross profit was **$4.3 million**, or **18.9% of sales**, down from **$5.5 million**, or **19.4% of sales**, in the prior year period, largely due to lower comparable sales[17](index=17&type=chunk) [Balance Sheet, Cash Flow, and Liquidity](index=3&type=section&id=Balance%20Sheet,%20Cash%20Flow,%20and%20Liquidity) As of August 3, 2025, Culp maintained $11.1 million in cash and $18.1 million in outstanding debt. The company had $28.7 million in total liquidity. Cash flow from operations was negative, but adjusted free cash flow was positive due to proceeds from asset sales. Capital expenditures decreased significantly - As of August 3, 2025, the Company maintained **$11.1 million** in total cash and **$18.1 million** in outstanding debt under its credit facilities, including **$2.8 million** in supplier financing[17](index=17&type=chunk) - Total liquidity was approximately **$28.7 million**, consisting of **$11.1 million** in cash and **$17.6 million** in borrowing availability under its domestic credit facility[17](index=17&type=chunk) - Cash flow from operations was negative **$(695) thousand** for Q1 FY2026, primarily driven by operating losses partially offset by favorable working capital. Adjusted free cash flow was **$311 thousand**[17](index=17&type=chunk) [Conference Call Information](index=3&type=section&id=Conference%20Call) Culp, Inc. will host a conference call on September 11, 2025, at 9:00 a.m. ET to discuss Q1 FY2026 financial results, with a live webcast and replay available on the company's investor relations website - Culp, Inc. will hold a conference call to discuss financial results for the first quarter of its fiscal year 2026 on Thursday, September 11, 2025, at 9:00 a.m. Eastern Time[15](index=15&type=chunk) - A live webcast and replay will be available on the 'Investor Relations' page of the Company's website, www.culp.com[15](index=15&type=chunk) [About the Company](index=3&type=section&id=About%20the%20Company) Culp, Inc. is a leading marketer of mattress and upholstery fabrics in North America, serving global bedding and furniture companies. The company has manufacturing and sourcing capabilities in the U.S., China, Haiti, Turkey, and Vietnam - Culp, Inc. is one of the largest marketers of mattress fabrics for bedding and upholstery fabrics for residential, commercial, and hospitality furniture and other applications in North America[16](index=16&type=chunk) - The Company markets a variety of fabrics to its global customer base of leading bedding and furniture companies[16](index=16&type=chunk) - Culp has manufacturing and sourcing capabilities located in the United States, China, Haiti, Turkey, and Vietnam[16](index=16&type=chunk) [Investor Relations Contact](index=3&type=section&id=Investor%20Relations%20Contact) Contact information for Culp, Inc.'s Executive Vice President, Chief Financial Officer, and Treasurer, Ken Bowling, is provided for investor relations inquiries - Investor Relations Contact: Ken Bowling, Executive Vice President, Chief Financial Officer, and Treasurer[17](index=17&type=chunk) - Contact details: (336) 881-5630, krbowling@culp.com[17](index=17&type=chunk) [Forward Looking Statements](index=4&type=section&id=Forward%20Looking%20Statements) This section contains cautionary statements regarding forward-looking information, highlighting inherent risks and uncertainties that could cause actual results to differ materially from projections. It lists various factors, including economic conditions, consumer trends, trade policies, and operational challenges, that could influence future performance. The company does not undertake to update these statements - This release contains 'forward-looking statements' inherently subject to risks and uncertainties that may cause actual events and results to differ materially[18](index=18&type=chunk) - Factors influencing statements include housing starts, demand for home furnishings, consumer confidence, economic conditions, interest rates, tariffs, trade policy, and operational challenges like supply chain diversification and integration efforts[19](index=19&type=chunk) - The forward-looking statements are made only as of the date of this report, and the company does not assume any obligation to update them unless required by federal securities laws[21](index=21&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) This section presents Culp, Inc.'s consolidated financial statements, including net loss, balance sheets, cash flows, and segment performance for Q1 FY2026 [Consolidated Statements of Net Loss](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20NET%20LOSS) The consolidated statement of net loss shows a significant reduction in net loss for Q1 FY2026 compared to the prior year, driven by improved gross profit and a restructuring credit, despite a decrease in net sales Consolidated Statements of Net Loss (Three Months Ended August 3, 2025 vs. July 28, 2024) (Amounts in Thousands) | Metric | August 3, 2025 | July 28, 2024 | % Over (Under) | % of Sales (2025) | % of Sales (2024) | | :-------------------------------- | :------------- | :------------ | :------------- | :---------------- | :---------------- | | Net sales | $50,691 | $56,537 | (10.3)% | 100.0% | 100.0% | | Cost of sales | (43,463) | (51,461) | (15.5)% | 85.7% | 91.0% | | Gross profit | 7,228 | 5,076 | 42.4% | 14.3% | 9.0% | | Income (loss) from operations | 1,617 | (6,851) | (123.6)% | 3.2% | (12.1)% | | Net loss | $(231) | $(7,261) | (96.8)% | (0.5)% | (12.8)% | | Net loss per share - diluted | $(0.02) | $(0.58) | (96.6)% | | | [Consolidated Balance Sheets](index=7&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheet shows a slight decrease in total assets and total liabilities from the prior year, with an increase in current assets and current liabilities. Cash and cash equivalents decreased year-over-year but increased significantly from the previous quarter Consolidated Balance Sheets (Amounts in Thousands) | Metric | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :-------------------------------- | :------------- | :------------ | :------------- | | **Assets:** | | | | | Cash and cash equivalents | $11,094 | $13,472 | $5,629 | | Total current assets | $88,891 | $82,678 | $83,534 | | Property, plant & equipment, net | $23,552 | $30,476 | $24,836 | | Total assets | $126,414 | $129,139 | $123,370 | | **Liabilities:** | | | | | Lines of credit - current | $11,120 | $4,017 | $8,114 | | Total current liabilities | $47,903 | $42,221 | $46,964 | | Total liabilities | $68,767 | $60,015 | $65,730 | | **Equity:** | | | | | Shareholders' equity | $57,647 | $69,124 | $57,640 | [Consolidated Statements of Cash Flows](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For Q1 FY2026, cash flow from operating activities remained negative, but cash provided by investing activities turned positive due to proceeds from asset sales. Financing activities provided a significant cash inflow, leading to an overall increase in cash and cash equivalents Consolidated Statements of Cash Flows (Three Months Ended August 3, 2025 vs. July 28, 2024) (Amounts in Thousands) | Metric | August 3, 2025 | July 28, 2024 | | :-------------------------------------- | :------------- | :------------ | | Net cash used in operating activities | $(695) | $(206) | | Net cash provided by (used in) investing activities | $986 | $(332) | | Net cash provided by financing activities | $5,154 | $4,010 | | Increase in cash and cash equivalents | $5,465 | $3,460 | | Cash and cash equivalents at end of period | $11,094 | $13,472 | [Statements of Net Sales and Gross Profit by Segment](index=9&type=section&id=STATEMENTS%20OF%20NET%20SALES%20AND%20GROSS%20PROFIT%20BY%20SEGMENT) The Bedding segment maintained flat sales with significant gross profit improvement, while the Upholstery segment saw a substantial sales and gross profit decline. Overall consolidated gross profit increased significantly despite lower net sales Net Sales by Segment (Three Months Ended August 3, 2025 vs. July 28, 2024) (Amounts in Thousands) | Segment | August 3, 2025 | July 28, 2024 | % Over (Under) | % of Total Sales (2025) | % of Total Sales (2024) | | :-------- | :------------- | :------------ | :------------- | :---------------------- | :---------------------- | | Bedding | $28,046 | $28,076 | (0.1)% | 55.3% | 49.7% | | Upholstery | $22,645 | $28,461 | (20.4)% | 44.7% | 50.3% | | **Net Sales** | **$50,691** | **$56,537** | **(10.3)%** | **100.0%** | **100.0%** | Gross Profit (Loss) by Segment (Three Months Ended August 3, 2025 vs. July 28, 2024) (Amounts in Thousands) | Segment | August 3, 2025 | July 28, 2024 | % Over (Under) | Gross Margin (2025) | Gross Margin (2024) | | :-------- | :------------- | :------------ | :------------- | :------------------ | :------------------ | | Bedding | $2,942 | $(326) | N.M. | 10.5% | (1.2)% | | Upholstery | $4,286 | $5,518 | (22.3)% | 18.9% | 19.4% | | **Total Segment Gross Profit** | **$7,228** | **$5,192** | **39.2%** | **14.3%** | **9.2%** | [Reconciliations of Non-GAAP Financial Measures](index=10&type=section&id=RECONCILIATIONS%20OF%20NON-GAAP%20FINANCIAL%20MEASURES) This section provides reconciliations of various non-GAAP financial measures, including net debt, adjusted free cash flow, adjusted operating results, and adjusted EBITDA, offering a clearer view of the company's underlying financial performance by excluding certain non-recurring or non-cash items [Reconciliation of Net Debt](index=10&type=section&id=RECONCILIATION%20OF%20NET%20DEBT) This section details the company's net debt position, reconciling cash and cash equivalents with total debt Net Debt Position (Amounts in Thousands) | Metric | August 3, 2025 | July 28, 2024 | April 27, 2025 | | :---------------------- | :------------- | :------------ | :------------- | | Cash and cash equivalents | $11,094 | $13,472 | $5,629 | | Total debt | $(18,145) | $(4,017) | $(12,714) | | **Net (debt) cash position** | **$(7,051)** | **$9,455** | **$(7,085)** | [Reconciliation of Adjusted Free Cash Flow](index=10&type=section&id=RECONCILIATION%20OF%20ADJUSTED%20FREE%20CASH%20FLOW) This section reconciles net cash used in operating activities with capital expenditures and asset sale proceeds to derive adjusted free cash flow Adjusted Free Cash Flow (Three Months Ended August 3, 2025 vs. July 28, 2024) (Amounts in Thousands) | Metric | August 3, 2025 | July 28, 2024 | | :------------------------------------------ | :------------- | :------------ | | Net cash used in operating activities | $(695) | $(206) | | Capital expenditures | $(179) | $(501) | | Free Cash Flow | $(874) | $(707) | | Proceeds from the sale of buildings and equipment | $966 | $37 | | **Adjusted Free Cash Flow** | **$311** | **$(550)** | [Reconciliation of Selected Income Statement Information to Adjusted Results](index=11&type=section&id=RECONCILIATION%20OF%20SELECTED%20INCOME%20STATEMENT%20INFORMATION%20TO%20ADJUSTED%20RESULTS) This section adjusts reported income statement figures for restructuring credits and expenses to provide a clearer view of underlying operating performance Adjusted Operating Results (Three Months Ended August 3, 2025) (Amounts in Thousands) | Metric | As Reported (Aug 3, 2025) | Adjustments | Adjusted Results (Aug 3, 2025) | | :-------------------------------- | :------------------------ | :---------- | :----------------------------- | | Net sales | $50,691 | — | $50,691 | | Gross profit | $7,228 | — | $7,228 | | Restructuring credit | $3,508 | $(3,508) | — | | **Income (loss) from operations** | **$1,617** | **$(3,508)** | **$(1,891)** | Adjusted Operating Results (Three Months Ended July 28, 2024) (Amounts in Thousands) | Metric | As Reported (Jul 28, 2024) | Adjustments | Adjusted Results (Jul 28, 2024) | | :-------------------------------- | :------------------------ | :---------- | :----------------------------- | | Net sales | $56,537 | — | $56,537 | | Gross profit | $5,076 | $116 | $5,192 | | Restructuring expense | $(2,631) | $2,631 | — | | **Loss from operations** | **$(6,851)** | **$2,747** | **$(4,104)** | - The restructuring credit for Q1 FY2026 primarily represented a **$4.0 million gain** from the sale of the Canadian manufacturing facility, partially offset by charges related to operating model transformation[38](index=38&type=chunk) [Reconciliation of Adjusted EBITDA](index=12&type=section&id=RECONCILIATION%20OF%20ADJUSTED%20EBITDA) This section reconciles net loss to adjusted EBITDA, accounting for non-cash and non-recurring items to reflect operational profitability Adjusted EBITDA (Quarter Ended August 3, 2025 vs. July 28, 2024) (Amounts in Thousands) | Metric | August 3, 2025 | July 28, 2024 | | :-------------------------- | :------------- | :------------ | | Net loss | $(231) | $(7,261) | | EBITDA | $2,292 | $(5,575) | | Restructuring expense (credit) | $(3,508) | $2,631 | | Restructuring related expense | — | $116 | | Stock based compensation | $156 | $176 | | **Adjusted EBITDA** | **$(1,060)** | **$(2,652)** | | % Net Sales | (2.1)% | (4.7)% | - Trailing 12 Months Adjusted EBITDA as of August 3, 2025, was **$(1,947) thousand**, showing an improvement from **$(5,667) thousand** in the prior trailing 12 months[42](index=42&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________ (Mark One) Commission File Number 001-42522 ________________________________________________________________ SailPoint, Inc. (Exact name of registrant as specified in its charter) ________________________________________________________________ Delaware (State or other jurisdiction ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Alzamend Neuro's unaudited Q1 2025 financial statements, including balance sheets, operations, equity, cash flows, and notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Balance Sheet Summary | Metric | July 31, 2025 (Unaudited) ($) | April 30, 2025 (Audited) ($) | | :-------------------------------- | :------------------------ | :----------------------- | | Cash | $5,620,872 | $3,948,658 | | Total Current Assets | $5,928,830 | $4,177,377 | | Total Assets | $6,326,751 | $4,602,983 | | Accounts payable and accrued liabilities | $983,311 | $634,761 | | Total Liabilities, All Current | $983,311 | $634,761 | | Total Stockholders' Equity | $5,343,440 | $3,968,222 | | Total Liabilities and Stockholders' Equity | $6,326,751 | $4,602,983 | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Statements of Operations Summary | Metric | For the Three Months Ended July 31, 2025 ($) | For the Three Months Ended July 31, 2024 ($) | | :--------------------------------- | :------------------------------------- | :------------------------------------- | | Research and development | $1,740,867 | $206,571 | | General and administrative | $959,334 | $755,834 | | Total operating expenses | $2,700,201 | $962,405 | | Loss from operations | $(2,700,201) | $(962,405) | | Interest expense | $(2,483) | $(12,006) | | NET LOSS | $(2,702,684) | $(974,411) | | Basic and diluted net loss per common share | $(1.28) | $(11.42) | | Basic and diluted weighted average common shares outstanding | 2,106,036 | 85,314 | [Condensed Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Statements%20of%20Stockholders%27%20Equity) Stockholders' Equity Summary | Item | April 30, 2025 | July 31, 2025 | | :------------------------------------------ | :------------- | :------------ | | Common Stock Shares Outstanding | 778,733 | 3,139,861 | | Common Stock Amount | $78 | $314 | | Additional Paid-In Capital | $62,503,405 | $66,581,071 | | Accumulated Deficit | $(58,535,261) | $(61,237,945) | | Total Stockholders' Equity | $3,968,222 | $5,343,440 | | Issuance of preferred stock for cash, net | - | $4,035,000 | | Conversion of preferred stock to common stock | - | $0 (2,361,128 shares) | | Stock-based compensation | - | $42,902 | | Net loss | - | $(2,702,684) | - The company issued preferred stock for cash, net of issuance costs, totaling **$4,035,000** during the three months ended July 31, 2025[15](index=15&type=chunk) - Conversion of preferred stock to common stock resulted in **2,361,128 new common shares** during the three months ended July 31, 2025[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash Flow Summary | Cash Flow Activity | For the Three Months Ended July 31, 2025 ($) | For the Three Months Ended July 31, 2024 ($) | | :----------------------------------- | :------------------------------------- | :------------------------------------- | | Net cash used in operating activities | $(2,362,786) | $(1,055,742) | | Net cash used in investing activities | $- | $(90,000) | | Net cash provided by financing activities | $4,035,000 | $1,963,644 | | Net increase in cash | $1,672,214 | $817,902 | | Cash at end of period | $5,620,872 | $1,193,950 | - Non-cash financing activities for the three months ended July 31, 2025, included the conversion of Series B convertible preferred stock (**$564,755**) and Series C convertible preferred stock (**$5,757,176**)[21](index=21&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [1. DESCRIPTION OF BUSINESS](index=8&type=section&id=1.%20DESCRIPTION%20OF%20BUSINESS) - Alzamend Neuro, Inc. is a clinical-stage biopharmaceutical company focused on developing novel products for Alzheimer's disease, bipolar disorder (BD), major depressive disorder (MDD), and post-traumatic stress disorder (PTSD)[24](index=24&type=chunk) - The company's pipeline includes two therapeutic drug candidates: AL001 (an ionic cocrystal technology for lithium delivery) and ALZN002 (a cell-based therapeutic vaccine for Alzheimer's)[24](index=24&type=chunk) - The company has not generated any product revenue to date and expects to incur net losses for the foreseeable future, financing operations primarily through debt and equity issuances[25](index=25&type=chunk) - The company effected two reverse stock splits: a **one-for-ten split** on July 16, 2024, and a **one-for-nine split** on May 12, 2025, to adjust its issued and outstanding common stock[26](index=26&type=chunk)[27](index=27&type=chunk) [2. LIQUIDITY AND GOING CONCERN](index=8&type=section&id=2.%20LIQUIDITY%20AND%20GOING%20CONCERN) - As of July 31, 2025, the company had **$5.6 million** in cash, **$4.9 million** in working capital, an accumulated deficit of **$61.2 million**, and a net loss of **$2.7 million** for the three months ended July 31, 2025[28](index=28&type=chunk) - These factors create substantial doubt about the company's ability to continue as a going concern, necessitating additional funding through public equity, private equity, and debt financings[29](index=29&type=chunk) [3. SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=3.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The financial statements are prepared in accordance with U.S. GAAP and SEC rules for smaller reporting companies, with key estimates including stock-based compensation, warrant valuation, and deferred income taxes[30](index=30&type=chunk)[31](index=31&type=chunk) - Research and development costs are expensed as incurred, including scientific consulting fees, clinical trial fees, lab supplies, and upfront/milestone payments for licensed product candidates[37](index=37&type=chunk)[38](index=38&type=chunk) - Stock-based compensation expense is recognized on a straight-line basis using the Black-Scholes option pricing model, with highly subjective assumptions[39](index=39&type=chunk)[41](index=41&type=chunk) - Warrants are accounted for as equity instruments and valued using the Black-Scholes model (Level 3 fair value measurement)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - The company operates as a single operating and reportable segment, focusing on biopharmaceutical development for neurological and psychiatric disorders[48](index=48&type=chunk) Anti-dilutive Securities Summary | Instrument | For the Three Months Ended July 31, 2025 | For the Three Months Ended July 31, 2024 | | :-------------------- | :------------------------------------- | :------------------------------------- | | Stock options | 12,854 | 12,998 | | Restricted stock units | - | 18 | | Warrants | 137,051 | 48,764 | | Total Anti-dilutive Securities | 149,905 | 61,780 | [4. PREPAID EXPENSES AND OTHER CURRENT ASSETS](index=12&type=section&id=4.%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) Prepaid Expenses and Other Current Assets Breakdown | Category | July 31, 2025 ($) | April 30, 2025 ($) | | :-------------------------- | :------------ | :------------- | | Prepaid clinical trial expenses | $92,370 | $178,922 | | Prepaid insurance | $202,375 | $42,584 | | Other prepaid expenses | $13,213 | $7,213 | | Total prepaid expenses and other current assets | $307,958 | $228,719 | - Prepaid clinical trial expenses at July 31, 2025, represent the unamortized portion to be amortized over the next six months[51](index=51&type=chunk) - Prepaid insurance at July 31, 2025, primarily consists of the unamortized portion of a $220,000 directors' and officers' insurance policy purchased on June 14, 2025[52](index=52&type=chunk) [5. STOCK-BASED COMPENSATION](index=12&type=section&id=5.%20STOCK-BASED%20COMPENSATION) - The company has two stock incentive plans: the 2016 Stock Incentive Plan (**9,259 shares**, later increased by **5,556 shares**) and the 2021 Stock Incentive Plan (**7,407 shares**)[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - Stock options are granted at fair value and valued using the Black-Scholes model, with assumptions based on historical volatility of similar companies due to lack of own trading history[57](index=57&type=chunk) Stock Option Activity Summary | Stock Option Activity | Balance at April 30, 2025 | Balance at July 31, 2025 | | :------------------------------------ | :------------------------ | :----------------------- | | Number of Shares Outstanding | 9,406 | 9,406 | | Weighted Average Exercise Price | $1,802.18 | $1,802.18 | | Weighted Average Remaining Contractual Life (years) | 4.80 | 4.55 | | Options Exercisable at Period End | 8,624 | 8,624 | | Weighted Average Exercise Price (Exercisable) | $1,820.61 | $1,820.61 | - Performance-contingent stock options granted in November 2019 (**3,148 awards**) and November 2022 (**1,481 awards**) have specific market or clinical trial milestones for vesting. As of July 31, 2025, the achievement of certain performance conditions for these awards is not considered probable, and no compensation cost has been recognized[59](index=59&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) Stock-Based Compensation Expense | Expense Category | For the Three Months Ended July 31, 2025 ($) | For the Three Months Ended July 31, 2024 ($) | | :------------------------ | :------------------------------------- | :------------------------------------- | | General and administrative | $42,902 | $81,277 | - As of July 31, 2025, total unamortized stock-based compensation expense was **$47,000**, to be recognized over approximately **0.4 years**[63](index=63&type=chunk) [6. WARRANTS](index=15&type=section&id=6.%20WARRANTS) - There was no warrant activity for the three months ended July 31, 2025[64](index=64&type=chunk) Warrant Activity Summary | Exercise Price Range | Number Outstanding | Weighted Average Remaining Contractual Life (years) | Weighted Average Exercise Price (Outstanding) | Number Exercisable | Weighted Average Exercise Price (Exercisable) | | :------------------- | :----------------- | :-------------------------------------------------- | :------------------------------------------ | :----------------- | :------------------------------------------ | | $8.29 - $8,437.50 | 137,051 | 4.4 | $103.56 | 137,051 | $103.56 | [7. COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=7.%20COMMITMENTS%20AND%20CONTINGENCIES) - The company has exclusive worldwide license agreements with the University of South Florida Research Foundation for AL001 and ALZN002 technologies[66](index=66&type=chunk)[68](index=68&type=chunk) - AL001 License Agreements require **4.5% royalty** on net sales and minimum royalties starting at **$40,000** on the first anniversary of commercial sale[67](index=67&type=chunk) - ALZN002 License Agreement requires **4% royalty** on net sales and minimum royalties starting at **$20,000** on the first anniversary of commercial sale[69](index=69&type=chunk) - Additional AL001 Licenses for neurodegenerative and psychiatric diseases require **3% royalty** on net sales and minimum royalties starting at **$40,000**[70](index=70&type=chunk)[71](index=71&type=chunk) **Original AL001 Licenses Milestone Payments:** | Payment | Due Date | | :------------ | :------------------------------------------------ | | **$1,250,000** | Upon first patient treated in a Phase III clinical trial | | **$10,000,000** | Upon FDA NDA approval | **ALZN002 License Milestone Payments:** | Payment | Due Date | | :------------ | :------------------------------------------------ | | **$50,000** | Upon first dosing of patient in first Phase I clinical trial | | **$500,000** | Upon completion of first Phase IIB clinical trial | | **$1,000,000** | Upon first patient treated in a Phase III clinical trial | | **$10,000,000** | Upon first commercial sale | **Additional AL001 Licenses Milestone Payments:** | Payment | Due Date | | :------------ | :------------------------------------------------ | | **$2,000,000** | Upon first patient treated in a Phase III clinical trial | | **$16,000,000** | First commercial sale | - License agreements have indefinite terms and may be terminated if the company fails to meet specified milestones[147](index=147&type=chunk) [8. EQUITY TRANSACTIONS](index=17&type=section&id=8.%20EQUITY%20TRANSACTIONS) - The company is authorized to issue **10,000,000 shares** of Preferred Stock, with **6,000 designated** as Series B Convertible Preferred Stock and **1,000 as Series C** Convertible Preferred Stock[76](index=76&type=chunk) - Series A Convertible Preferred Stock was eliminated on July 9, 2025[77](index=77&type=chunk) - Series B Convertible Preferred Stock has a stated value of **$1,000 per share**, no dividends, and is convertible into common stock at a **$90.00 conversion price** (subject to adjustment)[81](index=81&type=chunk) - During the three months ended July 31, 2025, **564.75528 shares of Series B Preferred Stock** were converted into **243,429 shares of Common Stock**[83](index=83&type=chunk) - Series C Convertible Preferred Stock has a stated value of **$10,000 per share**, accrues **15% annual dividends**, and is convertible into common stock based on a variable conversion price (minimum **$0.90**, maximum **$135.00**, or **80%** of lowest closing price)[89](index=89&type=chunk) - During the three months ended July 31, 2025, **575.7176 shares of Series C Preferred Stock** were converted into **2,117,699 shares of Common Stock**[90](index=90&type=chunk) - The company completed the sale of all Series C Convertible Preferred Stock under the Orchid SPEA by June 13, 2025, raising approximately **$4.0 million**[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) [9. SUBSEQUENT EVENTS](index=19&type=section&id=9.%20SUBSEQUENT%20EVENTS) - Management has evaluated subsequent events through the date the financial statements were issued and determined there are no events warranting disclosure or recognition[91](index=91&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of Alzamend Neuro's Q1 2025 financial condition, results, accounting policies, and liquidity [Overview](index=20&type=section&id=Overview) - Alzamend Neuro, Inc. was incorporated on February 26, 2016, to acquire and commercialize patented intellectual property for Alzheimer's disease, bipolar disorder (BD), major depressive disorder (MDD), and post-traumatic stress disorder (PTSD)[98](index=98&type=chunk) - The company's two product candidates are AL001 (an ionic cocrystal of lithium) and ALZN002 (a cell-based therapeutic vaccine), with a novel immunotherapy approach to combat Alzheimer's[98](index=98&type=chunk) [Critical Accounting Policies and Estimates](index=20&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Stock-based compensation is a critical accounting policy, with costs estimated using the Black-Scholes option pricing model, which relies on subjective assumptions like risk-free interest rate, expected volatility, expected term, and expected dividend yield[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - Preferred stock classification is determined using ASC 480, considering redemption provisions, conversion options, dividends, voting rights, and collateral requirements[103](index=103&type=chunk) [Plan of Operations](index=21&type=section&id=Plan%20of%20Operations) - The company aims to develop and commercialize therapeutics and vaccines for Alzheimer's, BD, MDD, and PTSD, focusing on advancing clinical development of AL001 and ALZN002, expanding its pipeline, and optimizing product value[104](index=104&type=chunk)[108](index=108&type=chunk) - AL001, an ionic cocrystal of lithium, completed a Phase IIA clinical trial in March 2023 with positive topline data announced in June 2023, identifying a maximum tolerated dose (MTD) designed to avoid therapeutic drug monitoring[105](index=105&type=chunk)[106](index=106&type=chunk) - Preclinical studies showed AL001 resulted in lower plasma lithium levels and consistently higher lithium concentrations in brain tissues compared to lithium carbonate, suggesting an enhanced safety profile and potential for lower doses[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - The company initiated five 'Lithium in Brain' Phase II clinical trials for AL001 in May 2025, in collaboration with Massachusetts General Hospital, to compare lithium levels in the brain for healthy subjects and patients with Alzheimer's, BD, MDD, and PTSD[110](index=110&type=chunk)[114](index=114&type=chunk) - ALZN002, an immunotherapy vaccine for Alzheimer's, received a 'study may proceed' letter for its IND application in October 2022, and a Phase I/IIA clinical trial was initiated in April 2023 to assess safety, tolerability, and efficacy[115](index=115&type=chunk)[116](index=116&type=chunk) - The ALZN002 clinical trial faced a setback with the termination of the CRO contract in February 2024, and the company is currently seeking a replacement CRO[116](index=116&type=chunk) - The continuation of current operations and clinical trials requires raising additional capital, as working capital requirements depend on various factors including clinical progress and regulatory approvals[117](index=117&type=chunk)[118](index=118&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Results of Operations Summary | Metric | For the Three Months Ended July 31, 2025 ($) | For the Three Months Ended July 31, 2024 ($) | $ Change ($) | % Change | | :-------------------------- | :------------------------------------- | :------------------------------------- | :------- | :------- | | Research and development | $1,740,867 | $206,571 | $1,534,296 | 743% | | General and administrative | $959,334 | $755,834 | $203,500 | 27% | | Total operating expenses | $2,700,201 | $962,405 | $1,737,796 | 181% | | Loss from operations | $(2,700,201) | $(962,405) | $(1,737,796) | 181% | | Interest expense | $(2,483) | $(12,006) | $9,523 | -79% | | NET LOSS | $(2,702,684) | $(974,411) | $(1,728,273) | 177% | | Basic and diluted net loss per common share | $(1.28) | $(11.42) | $10.14 | * | | Weighted average common shares outstanding | 2,106,036 | 85,314 | | * | - The company did not generate any revenue during the three months ended July 31, 2025 and 2024, and does not anticipate revenue in the foreseeable future[120](index=120&type=chunk) - Research and development expenses increased by **743%** to **$1.7 million** in Q1 2025, primarily due to **$1.7 million** in clinical trial fees for the Phase IIA brain imaging study with Massachusetts General Hospital[121](index=121&type=chunk)[123](index=123&type=chunk) - General and administrative expenses increased by **27%** to **$959,000** in Q1 2025, mainly driven by higher professional fees (legal, audit, tax preparation) and marketing fees, partially offset by lower investor relations fees and stock-based compensation[125](index=125&type=chunk)[126](index=126&type=chunk)[128](index=128&type=chunk)[130](index=130&type=chunk) - The increase in legal fees was a significant factor, resulting from actions related to the termination of the ALZN002 clinical trial[128](index=128&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - The company's recurring net losses and insufficient cash flows from operations raise substantial doubt about its ability to continue as a going concern for at least one year[131](index=131&type=chunk)[132](index=132&type=chunk) - As of July 31, 2025, the company had **$5.6 million** in cash, **$4.9 million** in working capital, and an accumulated deficit of **$61.2 million**[132](index=132&type=chunk) - Future operations and clinical development activities will require substantial additional funding, primarily through equity sales and potentially debt financing[132](index=132&type=chunk)[133](index=133&type=chunk) Cash Flow Summary | Cash Flow Activity | For the Three Months Ended July 31, 2025 ($) | For the Three Months Ended July 31, 2024 ($) | | :----------------------------------- | :------------------------------------- | :------------------------------------- | | Net cash used in operating activities | $(2,362,786) | $(1,055,742) | | Net cash used in investing activities | $- | $(90,000) | | Net cash provided by financing activities | $4,035,000 | $1,963,644 | | Net increase in cash and cash equivalents | $1,672,214 | $817,902 | - Net cash used in operating activities was **$2.4 million** for Q1 2025, primarily due to a net loss of $2.7 million, partially offset by non-cash charges and changes in operating assets/liabilities[137](index=137&type=chunk) - Net cash provided by financing activities was **$4.0 million** for Q1 2025, entirely from the sale of Series C Convertible Preferred Stock[139](index=139&type=chunk) [Contractual Obligations](index=26&type=section&id=Contractual%20Obligations) - The company has exclusive license agreements for AL001 and ALZN002, requiring royalty payments on net sales (**4.5% royalty** for AL001, **4% royalty** for ALZN002, **3% royalty** for additional AL001 indications) and minimum annual royalties after commercial sale[140](index=140&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) **Original AL001 Licenses Milestone Payments:** | Payment | Due Date | | :------------ | :------------------------------------------------ | | **$1,250,000** | Upon first patient treated in a Phase III clinical trial | | **$10,000,000** | Upon FDA NDA approval | **ALZN002 License Milestone Payments:** | Payment | Due Date | | :------------ | :------------------------------------------------ | | **$50,000** | Upon first dosing of patient in first Phase I clinical trial | | **$500,000** | Upon completion of first Phase IIB clinical trial | | **$1,000,000** | Upon first patient treated in a Phase III clinical trial | | **$10,000,000** | Upon first commercial sale | **Additional AL001 Licenses Milestone Payments:** | Payment | Due Date | | :------------ | :------------------------------------------------ | | **$2,000,000** | Upon first patient treated in a Phase III clinical trial | | **$16,000,000** | First commercial sale | - License agreements have indefinite terms and may be terminated if the company fails to meet specified milestones[147](index=147&type=chunk) [Recent Accounting Standards](index=28&type=section&id=Recent%20Accounting%20Standards) - There are no recent accounting standards to disclose[152](index=152&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to Alzamend Neuro, Inc. because it is a smaller reporting company - This section is not applicable as the company is a smaller reporting company[153](index=153&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management found disclosure controls ineffective as of July 31, 2025, due to accounting resource gaps; remediation is planned - The principal executive officer and principal financial officer concluded that the company's internal control over financial reporting was not effective as of July 31, 2025[155](index=155&type=chunk) - A material weakness was identified: insufficient resources in the accounting department, restricting the ability to perform sufficient reviews of manual journal entries, account reconciliations, financial statement preparation, and non-routine transactions[156](index=156&type=chunk) - Planned remediation measures include formalizing internal control documentation and strengthening supervisory reviews by management, with a future need to increase accounting department staff[157](index=157&type=chunk)[158](index=158&type=chunk) - Despite the control deficiency, management believes the condensed financial statements fairly present the company's financial condition, results of operations, and cash flows[159](index=159&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) Alzamend Neuro is not party to legal proceedings expected to materially affect its business or financials - The company is not currently a party to or aware of any legal proceedings that are believed to have a material adverse effect on its business, financial condition, or results of operations[162](index=162&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) Refer to the 2025 Annual Report on Form 10-K for current risk factors that may materially affect the business - The risks described in Part I, Item 1A, 'Risk Factors,' in the company's 2025 Annual Report on Form 10-K remain current in all material respects and could materially and adversely affect the business[163](index=163&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities and use of proceeds to report[164](index=164&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[165](index=165&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[166](index=166&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 trading arrangements were adopted, modified, or terminated by D&Os in Q1 2025 - None of the company's directors and officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the fiscal quarter ended July 31, 2025[167](index=167&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) Lists all Form 10-Q exhibits, including certificates, bylaws, and SEC-required certifications - The exhibits include Certificate of Incorporation, Amended and Restated Bylaws, and certifications from the Chief Executive Officer and Chief Financial Officer[168](index=168&type=chunk)[169](index=169&type=chunk) [Signatures](index=32&type=section&id=Signatures) Alzamend Neuro's CEO and CFO signed the report on September 10, 2025 - The report is signed by Stephan Jackman, Chief Executive Officer, and David J. Katzoff, Chief Financial Officer, on September 10, 2025[174](index=174&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements.](index=4&type=section&id=Item%201.%20Financial%20Statements.) This section presents Anixa Biosciences' unaudited consolidated financial statements and notes for Q3 2025 and FY2024 Condensed Consolidated Balance Sheets (Unaudited) (in thousands) | Item | July 31, 2025 | October 31, 2024 | | :-------------------------------- | :------------ | :--------------- | | **ASSETS** | | | | Cash and cash equivalents | $1,495 | $1,271 | | Short-term investments | $14,534 | $18,653 | | Total current assets | $17,449 | $21,362 | | Total assets | $17,651 | $21,591 | | **LIABILITIES AND EQUITY** | | | | Total current liabilities | $2,066 | $2,500 | | Total liabilities | $2,240 | $2,703 | | Total shareholders' equity | $16,595 | $19,998 | | Total equity | $15,411 | $18,888 | - Total assets decreased from **$21,591 thousand** as of October 31, 2024, to **$17,651 thousand** as of July 31, 2025, a reduction of approximately **18.2%**[13](index=13&type=chunk) - Total equity decreased from **$18,888 thousand** as of October 31, 2024, to **$15,411 thousand** as of July 31, 2025, a reduction of approximately **18.4%**[13](index=13&type=chunk) Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) | Item | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 9 Months Ended July 31, 2025 | 9 Months Ended July 31, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $0 | $0 | $0 | $0 | | Research and development expenses | $1,055 | $1,925 | $3,929 | $4,920 | | General and administrative expenses | $1,381 | $1,667 | $4,896 | $5,748 | | Total operating expenses | $2,436 | $3,592 | $8,825 | $10,668 | | Loss from operations | $(2,436) | $(3,592) | $(8,825) | $(10,668) | | Interest income | $156 | $277 | $519 | $883 | | Net loss | $(2,280) | $(3,315) | $(8,306) | $(9,785) | | Net loss attributable to common shareholders | $(2,258) | $(3,277) | $(8,232) | $(9,671) | | Basic and diluted net loss per common share | $(0.07) | $(0.10) | $(0.25) | $(0.30) | - The company reported no revenue for both the three and nine months ended July 31, 2025 and 2024[15](index=15&type=chunk) - Net loss attributable to common shareholders decreased by approximately **31.1%** for the three months ended July 31, 2025, to **$(2,258) thousand** from **$(3,277) thousand** in the prior year period. For the nine months, it decreased by approximately **14.9%** to **$(8,232) thousand** from **$(9,671) thousand**[15](index=15&type=chunk) Condensed Consolidated Statements of Equity (Unaudited) - Three Months Changes in Total Equity (in thousands) for the Three Months Ended July 31 | Item | 2025 | 2024 | | :------------------------------------------------ | :----- | :----- | | Balance, April 30 | $14,906 | $22,581 | | Stock option compensation to employees and directors | $829 | $1,094 | | Common stock issued in at-the-market offering, net | $1,928 | $(45) | | Net loss | $(2,280) | $(3,315) | | Balance, July 31 | $15,411 | $20,691 | - Total equity decreased from **$20,691 thousand** as of July 31, 2024, to **$15,411 thousand** as of July 31, 2025, for the three-month period[18](index=18&type=chunk)[20](index=20&type=chunk) - The company issued **596,974 shares** of common stock in an at-the-market offering, generating **$1,928 thousand** net of expenses, during the three months ended July 31, 2025[18](index=18&type=chunk) Condensed Consolidated Statements of Equity (Unaudited) - Nine Months Changes in Total Equity (in thousands) for the Nine Months Ended July 31 | Item | 2025 | 2024 | | :------------------------------------------------ | :----- | :----- | | Balance, October 31 | $18,888 | $23,371 | | Stock option compensation to employees and directors | $2,822 | $3,440 | | Common stock issued in at-the-market offering, net | $1,924 | $2,984 | | Net loss | $(8,306) | $(9,785) | | Balance, July 31 | $15,411 | $20,691 | - Total equity decreased from **$20,691 thousand** as of July 31, 2024, to **$15,411 thousand** as of July 31, 2025, for the nine-month period[22](index=22&type=chunk)[24](index=24&type=chunk) - The company issued **611,686 shares** of common stock in an at-the-market offering, generating **$1,924 thousand** net of expenses, during the nine months ended July 31, 2025[22](index=22&type=chunk) Condensed Consolidated Statements of Cash Flows (Unaudited) Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) for the Nine Months Ended July 31 | Cash Flow Activity | 2025 | 2024 | | :------------------------------------ | :----- | :----- | | Net cash used in operating activities | $(5,918) | $(6,408) | | Net cash provided by investing activities | $4,212 | $3,409 | | Net cash provided by financing activities | $1,930 | $3,309 | | Net increase in cash and cash equivalents | $224 | $310 | | Cash and cash equivalents at end of period | $1,495 | $1,225 | - Net cash used in operating activities decreased by approximately **7.6%** to **$(5,918) thousand** for the nine months ended July 31, 2025, compared to **$(6,408) thousand** in the prior year[26](index=26&type=chunk) - Net cash provided by investing activities increased by approximately **23.6%** to **$4,212 thousand** for the nine months ended July 31, 2025, primarily due to proceeds from maturities of short-term investments[26](index=26&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) [1. BUSINESS AND FUNDING](index=10&type=section&id=1.%20BUSINESS%20AND%20FUNDING) Anixa Biosciences develops oncology therapies and vaccines, leveraging collaborations and existing capital for funding - Anixa Biosciences is a biotechnology company developing therapies and vaccines for oncology, including CAR-T cell therapy for ovarian cancer and vaccines for breast and ovarian cancers[29](index=29&type=chunk) - The CAR-T therapy for ovarian cancer is in a Phase 1 dose-escalation clinical trial, with patients in the fourth dose cohort (30x higher dose) showing well-tolerated treatment as of September 2025. Anecdotal signs of efficacy, including T cell infiltration and tumor necrosis, have been observed[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - The breast cancer vaccine is in a fully enrolled Phase 1 clinical trial (funded by a U.S. Department of Defense grant), with antigen-specific immune responses observed across all dose levels and patient groups (early-stage TNBC, high-risk BRCA/PALB2 mutation carriers, and post-operative TNBC with residual disease). Final Phase 1 data is anticipated in December 2025, with preparations for a Phase 2 trial underway[35](index=35&type=chunk) - The ovarian cancer vaccine technology has been accepted into the NCI's PREVENT program, which will fund and perform virtually all pre-clinical R&D, manufacturing, and IND-enabling studies without material financial expenditures by Anixa[37](index=37&type=chunk) - The company believes existing cash, cash equivalents, and short-term investments of approximately **$16,029,000** as of July 31, 2025, are sufficient to fund activities for significantly longer than 12 months[41](index=41&type=chunk) [2. SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section details the company's significant accounting policies for financial statements, revenue, R&D, and investments - Noncontrolling interest represents Wistar's **4.1%** equity ownership in Certainty Therapeutics as of July 31, 2025, and is presented as a component of equity[30](index=30&type=chunk)[43](index=43&type=chunk) - Revenue is derived solely from technology licensing and patent sales, recognized upon transfer of control of intellectual property rights. No revenue has been generated from vaccine or therapeutics programs to date[40](index=40&type=chunk)[44](index=44&type=chunk) - Research and development expenses are recognized as incurred, including employee compensation and payments to third parties for R&D activities, preclinical studies, and clinical trials[48](index=48&type=chunk) - The investment policy allows for U.S. government debt securities (held-to-maturity at amortized cost) and Bitcoin Assets (measured at fair value with changes recognized in the statement of operations)[51](index=51&type=chunk)[52](index=52&type=chunk) [3. STOCK-BASED COMPENSATION](index=14&type=section&id=3.%20STOCK-BASED%20COMPENSATION) This section details the company's stock-based compensation, covering equity plans, options, warrants, and accounting methods Stock-Based Compensation Expense (in thousands) | Period | Employees & Directors | Consultants | Total | | :--------------------------- | :-------------------- | :---------- | :---- | | 3 Months Ended July 31, 2025 | $829 | $26 | $855 | | 3 Months Ended July 31, 2024 | $1,094 | $23 | $1,117 | | 9 Months Ended July 31, 2025 | $2,822 | $77 | $2,899 | | 9 Months Ended July 31, 2024 | $3,440 | $101 | $3,541 | - For the nine months ended July 31, 2025, **1,430,000 stock options** were granted to employees and consultants, with exercise prices ranging from **$2.37** to **$3.07** per share[56](index=56&type=chunk) - As of July 31, 2025, there were **12,476,094 options** outstanding under the 2018 Share Plan and **986,283 options** outstanding under the 2010 Share Plan[59](index=59&type=chunk)[60](index=60&type=chunk) - The company had **300,000 warrants** outstanding as of July 31, 2025, to purchase common stock at **$6.56** per share, expiring March 22, 2026[62](index=62&type=chunk)[63](index=63&type=chunk) [4. FAIR VALUE MEASUREMENTS](index=17&type=section&id=4.%20FAIR%20VALUE%20MEASUREMENTS) This section describes the company's fair value measurements for financial assets and liabilities using a three-level hierarchy Financial Assets Measured at Fair Value (in thousands) as of July 31, 2025 | Item | Level 1 | Level 2 | Level 3 | Total | | :-------------------------- | :------ | :------ | :------ | :------ | | Money market funds | $1,448 | $- | $- | $1,448 | | Bitcoin exchange traded funds | $- | $12 | $- | $12 | | U.S. treasury bills | $- | $14,522 | $- | $14,522 | | Total financial assets | $1,448 | $14,534 | $- | $15,982 | Financial Assets Measured at Fair Value (in thousands) as of October 31, 2024 | Item | Level 1 | Level 2 | Level 3 | Total | | :-------------------------- | :------ | :------ | :------ | :------ | | Money market funds | $1,170 | $- | $- | $1,170 | | U.S. treasury bills | $- | $18,653 | $- | $18,653 | | Total financial assets | $1,170 | $18,653 | $- | $19,823 | - The company's financial assets primarily consist of money market funds (Level 1) and U.S. treasury bills (Level 2), with a small amount in Bitcoin exchange traded funds (Level 2) as of July 31, 2025[70](index=70&type=chunk) [5. ACCRUED EXPENSES](index=18&type=section&id=5.%20ACCRUED%20EXPENSES) This section details accrued expenses, including payroll, royalties, and legal fees, for July 31, 2025, and October 31, 2024 Accrued Expenses (in thousands) | Item | July 31, 2025 | October 31, 2024 | | :------------------------------ | :------------ | :--------------- | | Payroll and related expenses | $865 | $1,126 | | Accrued royalty and contingent legal fees | $626 | $626 | | Accrued other | $260 | $194 | | Total Accrued expenses | $1,751 | $1,946 | - Total accrued expenses decreased by approximately **10%** from **$1,946 thousand** as of October 31, 2024, to **$1,751 thousand** as of July 31, 2025, primarily due to a decrease in payroll and related expenses[72](index=72&type=chunk) [6. NET LOSS PER SHARE OF COMMON STOCK](index=18&type=section&id=6.%20NET%20LOSS%20PER%20SHARE%20OF%20COMMON%20STOCK) This section explains basic and diluted net loss per common share, where diluted equals basic due to anti-dilutive equivalents - Basic and diluted net loss per common share were **$(0.07)** for the three months ended July 31, 2025, and **$(0.25)** for the nine months ended July 31, 2025[15](index=15&type=chunk) - Stock options (**13,462,377 shares**) and warrants (**300,000 shares**) were excluded from the diluted EPS calculation for the nine months ended July 31, 2025, as their inclusion would be anti-dilutive[73](index=73&type=chunk) [7. EFFECT OF RECENTLY ADOPTED AND ISSUED PRONOUNCEMENTS](index=18&type=section&id=7.%20EFFECT%20OF%20RECENTLY%20ADOPTED%20AND%20ISSUED%20PRONOUNCEMENTS) This section discusses recent FASB pronouncements on Segment Reporting, Income Taxes, and Expense Disaggregation, with impact under evaluation - FASB issued ASU 2023-07 (Segment Reporting) effective for fiscal years beginning after December 15, 2023, requiring more disaggregated expense information for reportable segments[74](index=74&type=chunk) - FASB issued ASU 2023-09 (Income Taxes) effective for fiscal years beginning after December 15, 2024, requiring disaggregated effective tax rate reconciliation and income taxes paid information[75](index=75&type=chunk) - FASB issued ASU 2024-03 (Expense Disaggregation Disclosures) effective for fiscal years beginning after December 15, 2026, to improve disclosures about expense types[76](index=76&type=chunk) [8. INCOME TAXES](index=19&type=section&id=8.%20INCOME%20TAXES) This section addresses income tax accounting, deferred tax assets, valuation allowances, and net operating loss carryforward limitations - A full valuation allowance has been provided against deferred tax assets due to historical pre-tax losses and uncertainty of realization[77](index=77&type=chunk) - The company has substantial net operating loss carryforwards for Federal and California income tax returns, which could be subject to limitations under Internal Revenue Code section 382[78](index=78&type=chunk) [9. LEASES](index=19&type=section&id=9.%20LEASES) This section details the company's operating lease for executive offices, expiring September 30, 2027, and future payments - The company leases approximately **2,000 square feet** of office space, with the lease expiring on September 30, 2027, and an option for a two-year extension[79](index=79&type=chunk) Annual Minimum Future Lease Payments (in thousands) as of July 31, 2025 | For Years Ended October 31, | Operating Leases | | :-------------------------- | :--------------- | | 2025 (remaining) | $15 | | 2026 | $63 | | 2027 | $64 | | 2028 | $66 | | 2029 | $63 | | Total future minimum lease payments, undiscounted | $271 | | Present value of future minimum lease payments | $213 | [10. COMMITMENTS AND CONTINGENCES](index=20&type=section&id=10.%20COMMITMENTS%20AND%20CONTINGENCES) This section outlines commitments and contingencies, including legal proceedings, license, and R&D agreement payments - The company is not a party to any material pending legal proceedings, other than patent enforcement lawsuits[82](index=82&type=chunk) - As of July 31, 2025, license commitments for the next twelve months were approximately **$150,000**[83](index=83&type=chunk) - Future payments under research & development agreements may be approximately **$1.8 million** over up to a three-year period, dependent on development milestones[84](index=84&type=chunk) [11. SEGMENT INFORMATION](index=20&type=section&id=11.%20SEGMENT%20INFORMATION) This section provides financial information for Cancer Vaccines, CAR-T Therapeutics, and Other segments, including net loss and assets Net Loss by Segment (in thousands) for the Nine Months Ended July 31 | Segment | 2025 | 2024 | | :----------------- | :----- | :----- | | Cancer Vaccines | $(5,195) | $(5,628) | | CAR-T Therapeutics | $(3,074) | $(4,115) | | Other | $(37) | $(42) | | Total | $(8,306) | $(9,785) | Total Assets by Segment (in thousands) | Segment | July 31, 2025 | October 31, 2024 | | :----------------- | :------------ | :--------------- | | Cancer Vaccines | $9,842 | $12,917 | | CAR-T Therapeutics | $7,691 | $8,535 | | Other | $118 | $139 | | Total | $17,651 | $21,591 | - Operating costs and expenses excluding non-cash stock-based compensation decreased across all segments for the nine months ended July 31, 2025, compared to the prior year, with Cancer Vaccines decreasing by **$274 thousand** and CAR-T Therapeutics by **$763 thousand**[85](index=85&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section analyzes financial condition, operations, liquidity, capital resources, and critical accounting policies for Q3 2025 and FY2024 [GENERAL](index=22&type=section&id=GENERAL) The company's business description is discussed in the Notes to the Condensed Consolidated Financial Statements - The company's business description is discussed in the Notes to the Condensed Consolidated Financial Statements[88](index=88&type=chunk) [RESULTS OF OPERATIONS](index=22&type=section&id=RESULTS%20OF%20OPERATIONS) [Three months ended July 31, 2025 compared with three months ended July 31, 2024](index=22&type=section&id=Three%20months%20ended%20July%2031%2C%202025%20compared%20with%20three%20months%20ended%20July%2031%2C%202024) [Revenue](index=22&type=section&id=Revenue) The company generated no revenue during the three months ended July 31, 2025 and 2024 - The company generated no revenue during the three months ended July 31, 2025 and 2024[89](index=89&type=chunk) - Revenue from current therapy or vaccine programs is not expected in the near term, with a long-term goal of licensing technologies to large pharmaceutical companies[90](index=90&type=chunk) [Research and Development Expenses](index=22&type=section&id=Research%20and%20Development%20Expenses) Research and Development Expenses (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 3 Months Ended July 31 | $1,055 | $1,925 | $(870) | | Cancer Vaccines | $615 | $1,259 | $(644) | | CAR-T Therapeutics | $440 | $666 | $(226) | - The decrease in R&D expenses was primarily due to a **$631 thousand** decrease in breast cancer vaccine expenses, a **$170 thousand** decrease in ovarian cancer CAR-T therapeutic expenses, and a **$106 thousand** decrease in employee stock-based compensation[93](index=93&type=chunk) [General and Administrative Expenses](index=23&type=section&id=General%20and%20Administrative%20Expenses) General and Administrative Expenses (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 3 Months Ended July 31 | $1,381 | $1,667 | $(286) | - The decrease was mainly driven by a **$98 thousand** decrease in director stock-based compensation, a **$94 thousand** decrease in investor and public relations expense, and a **$77 thousand** decrease in employee compensation[94](index=94&type=chunk) [Interest Income](index=23&type=section&id=Interest%20Income) Interest Income (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 3 Months Ended July 31 | $156 | $277 | $(121) | - The decrease in interest income was primarily due to a lower amount of short-term investments held and a decrease in interest rates[95](index=95&type=chunk) [Net Loss Attributable to Noncontrolling Interest](index=23&type=section&id=Net%20Loss%20Attributable%20to%20Noncontrolling%20Interest) Net Loss Attributable to Noncontrolling Interest (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 3 Months Ended July 31 | $(22) | $(38) | $16 | - The decrease in net loss attributable to noncontrolling interest was due to a decrease in Certainty's net loss[96](index=96&type=chunk) [Nine months ended July 31, 2025 compared with nine months ended July 31, 2024](index=23&type=section&id=Nine%20months%20ended%20July%2031%2C%202025%20compared%20with%20nine%20months%20ended%20July%2031%2C%202024) [Revenue](index=23&type=section&id=Revenue_9M) The company generated no revenue during the nine months ended July 31, 2025 and 2024 - The company generated no revenue during the nine months ended July 31, 2025 and 2024[97](index=97&type=chunk) - Revenue from current therapy or vaccine programs is not expected in the near term, with a long-term goal of licensing technologies to large pharmaceutical companies[98](index=98&type=chunk) [Research and Development Expenses](index=23&type=section&id=Research%20and%20Development%20Expenses_9M) Research and Development Expenses (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 9 Months Ended July 31 | $3,929 | $4,920 | $(991) | | Cancer Vaccines | $2,489 | $2,827 | $(338) | | CAR-T Therapeutics | $1,440 | $2,093 | $(653) | - The decrease in R&D expenses was primarily due to a **$524 thousand** decrease in breast cancer vaccine expenses, a **$402 thousand** decrease in ovarian cancer CAR-T therapeutic expenses, and a **$271 thousand** decrease in employee stock-based compensation[100](index=100&type=chunk) - These decreases were partially offset by a **$113 thousand** increase in expenses for the new vaccine discovery program and a **$56 thousand** increase in technology licensing fees[100](index=100&type=chunk) [General and Administrative Expenses](index=24&type=section&id=General%20and%20Administrative%20Expenses_9M) General and Administrative Expenses (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 9 Months Ended July 31 | $4,896 | $5,748 | $(852) | - The decrease was mainly due to a **$478 thousand** decrease in investor and public relations expense, a **$280 thousand** decrease in director stock-based compensation, and a **$68 thousand** decrease in employee stock-based compensation[101](index=101&type=chunk) [Interest Income](index=24&type=section&id=Interest%20Income_9M) Interest Income (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 9 Months Ended July 31 | $519 | $883 | $(364) | - The decrease in interest income was primarily due to a lower amount of short-term investments held and a decrease in interest rates[102](index=102&type=chunk) [Net Loss Attributable to Noncontrolling Interest](index=24&type=section&id=Net%20Loss%20Attributable%20to%20Noncontrolling%20Interest_9M) Net Loss Attributable to Noncontrolling Interest (in thousands) | Period | 2025 | 2024 | Change | | :--------------------------- | :----- | :----- | :----- | | 9 Months Ended July 31 | $(74) | $(114) | $40 | - The decrease in net loss attributable to noncontrolling interest was due to a decrease in Certainty's net loss[103](index=103&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=24&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses liquidity from cash and investments, detailing cash flow activities for the nine months ended July 31, 2025 - As of September 10, 2025, the company believes its **$16,029,000** in cash, cash equivalents, and short-term investments (as of July 31, 2025) are sufficient to fund activities for significantly longer than 12 months[41](index=41&type=chunk)[105](index=105&type=chunk) - During the nine months ended July 31, 2025, the company raised approximately **$1,924,000** (net of expenses) through an at-the-market equity offering of **611,686 shares**[41](index=41&type=chunk)[105](index=105&type=chunk) Cash Flow Summary (in thousands) for the Nine Months Ended July 31, 2025 | Activity | Amount | | :------------------------------------ | :----- | | Cash used in operating activities | $(5,918) | | Cash provided by investing activities | $4,212 | | Cash provided by financing activities | $1,930 | | Net decrease in cash, cash equivalents, and short-term investments | $(3,895) | | Cash, cash equivalents, and short-term investments at July 31, 2025 | $16,029 | [CRITICAL ACCOUNTING POLICIES](index=25&type=section&id=CRITICALACCOUNTING%20POLICIES) This section highlights critical accounting policies for revenue, stock-based compensation, and R&D expenses - Critical accounting policies include Revenue Recognition, Stock-Based Compensation, and Research and Development Expenses, which require significant assumptions, judgments, and estimates[107](index=107&type=chunk)[113](index=113&type=chunk) - Revenue from technology licensing and patent sales is recognized upon transfer of control of intellectual property rights, involving judgments on contract existence, performance obligations, and transaction price allocation[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - Stock-based compensation expense is measured at grant date fair value using the Black-Scholes pricing model or Monte Carlo Simulation, with assumptions for expected term, volatility, risk-free interest rates, and dividend yield[111](index=111&type=chunk)[112](index=112&type=chunk)[114](index=114&type=chunk) - Research and development expenses are recognized as incurred, with estimates for preclinical studies and clinical trial expenses based on services performed and stage of completion[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [EFFECT OF RECENTLY ISSUED PRONOUNCEMENTS](index=26&type=section&id=EFFECT%20OF%20RECENTLY%20ISSUED%20PRONOUNCEMENTS) - The effect of recently issued pronouncements is discussed in Note 7 of the condensed consolidated financial statements[119](index=119&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - The company has no applicable quantitative and qualitative disclosures about market risk[120](index=120&type=chunk) [Item 4. Controls and Procedures.](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management confirmed effective disclosure controls and procedures as of July 31, 2025, with no material internal control changes - Disclosure controls and procedures were evaluated and deemed effective as of July 31, 2025[120](index=120&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended July 31, 2025[121](index=121&type=chunk) [PART II. OTHER INFORMATION](index=27&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings.](index=27&type=section&id=Item%201.%20Legal%20Proceedings.) The company is not a party to any material legal proceedings, except for patent enforcement lawsuits - The company is not involved in any material pending legal proceedings, other than those related to patent rights enforcement[123](index=123&type=chunk) [Item 1A. Risk Factors.](index=27&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to risk factors have occurred since the Annual Report on Form 10-K for fiscal year ended October 31, 2024 - No material changes to risk factors have occurred since the Annual Report on Form 10-K for the fiscal year ended October 31, 2024[124](index=124&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section reports that there were no unregistered sales of equity securities or use of proceeds during the period - There were no unregistered sales of equity securities or use of proceeds[125](index=125&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) This section states that there were no defaults upon senior securities during the period - There were no defaults upon senior securities[126](index=126&type=chunk) [Item 4. Mine Safety Disclosures.](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[126](index=126&type=chunk) [Item 5. Other Information.](index=27&type=section&id=Item%205.%20Other%20Information.) This section reports that there is no other information to disclose - No other information to disclose[125](index=125&type=chunk) [Item 6. Exhibits.](index=27&type=section&id=Item%206.%20Exhibits.) This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications and Inline XBRL documents - Exhibits include certifications from the CEO and CFO (Sections 302 and 1350), and various Inline XBRL documents[125](index=125&type=chunk) [SIGNATURES](index=28&type=section&id=SIGNATURES) This section contains the signatures of the registrant's authorized officers, confirming the filing of the report - The report is signed by Dr. Amit Kumar, Chairman and Chief Executive Officer, and Michael J. Catelani, President, Chief Operating Officer and Chief Financial Officer, on September 10, 2025[129](index=129&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) Delaware 76-0210849 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q PATHWARD FINANCIAL, INC. (Exact name of registrant as specified in its charter) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 42-1406262 For the quarterly period ended March 31, 2025 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...

Executive Summary & Key Highlights [Fourth Quarter & Fiscal Year 2025 Financial Highlights](index=1&type=section&id=Fourth%20Quarter%20%26%20Fiscal%20Year%202025%20Financial%20Highlights) Alliance Entertainment reported significant financial improvements for Q4 and FY2025, with substantial increases in Adjusted EBITDA, gross margin, net income, and EPS, alongside a reduction in revolver debt and growth in Direct to Consumer Fulfilment sales Q4 and FY2025 Key Financial Highlights | Metric | Q4 FY2025 ($ million) | FY2025 ($ million) | YoY Change (Q4) | YoY Change (FY) | | :--- | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $12.2 | - | +481% | - | | Gross Margin | 15.8% | - | +38.6% | - | | EPS | - | $0.30 | - | Up from $0.09 in FY24 | | Net Income | - | $15.1 | - | +229% | | Revolver Debt Reduction | - | $15.7 | - | -22% | | DTC Fulfilment Sales (% of gross revenue) | - | 37% | - | - | - Q4 Adjusted EBITDA increased to **$12.2 million** from $2.1 million, a **481% increase** year-over-year[1](index=1&type=chunk) - Q4 Gross Margin increased to **15.8%** from 11.4%, a **38.6% increase** year-over-year[1](index=1&type=chunk) - FY25 EPS increased to **$0.30 per share**, up from $0.09 per share in FY24[1](index=1&type=chunk) - Delivered **$15.1 million** in net income for FY25, a **229% year-over-year improvement**[1](index=1&type=chunk) - Reduced revolver debt by **22%** or **$15.7 million** year-over-year, strengthening balance sheet and liquidity position[1](index=1&type=chunk) - Direct to Consumer Fulfilment sales increased to **37% of gross revenue**[2](index=2&type=chunk) [Strategic & Operational Achievements](index=1&type=section&id=Strategic%20%26%20Operational%20Achievements) The company expanded its collectibles portfolio through acquisitions and exclusive distribution agreements, significantly increased physical movie sales due to a new Paramount Pictures license, and launched a new home entertainment division, while also improving operational efficiency and reducing expenses - Expanded retail distribution of Handmade by Robots, acquired in December 2024, launching into anime collectibles and debuting a limited-edition Hello Kitty figure at San Diego Comic-Con[4](index=4&type=chunk)[6](index=6&type=chunk) - Expanded collectibles portfolio through a new exclusive agreement to serve as exclusive North American distributor for Master Replicas, adding premium collectibles from iconic sci-fi properties[4](index=4&type=chunk)[6](index=6&type=chunk) - Increased physical movie sales **36% year-over-year** to **$279 million**, fueled by the January 2025 launch of the exclusive Paramount Pictures license agreement[4](index=4&type=chunk)[6](index=6&type=chunk) - Launched Alliance Home Entertainment, a new division unifying Mill Creek Entertainment, Distribution Solutions, and strategic hires, and was selected by Walmart as its video category advisor in July 2025[7](index=7&type=chunk) - Vinyl record sales increased **2% year-over-year** to **$337 million** in FY25, driven by strong Record Store Day demand and collector-focused limited editions[7](index=7&type=chunk) - Direct to Consumer Fulfillment (DTC) channel represented **37% of FY25 gross revenue**, up from 36% in FY24[7](index=7&type=chunk) - Reduced total operating expenses by **10.5% year-over-year** in FY25, with distribution and fulfillment costs as a percentage of revenue declining by **0.6%** due to automation and warehouse consolidation[7](index=7&type=chunk) - Interest expense declined **13.7% year-over-year**[7](index=7&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) CEO Jeff Walker highlighted solid execution, increased EPS, and strengthened partnerships, emphasizing the company's role as a key distribution and fulfillment partner. CFO Amanda Gnecco noted strong financial momentum, profitability improvements from product mix and expense management, and a strategic focus on high-margin channels, exclusive content, and AI for future growth - CEO Jeff Walker commented that Fiscal 2025 marked another year of solid execution, with earnings per share rising to **$0.30** from $0.09 in the prior year[5](index=5&type=chunk) - CEO Walker emphasized Alliance's strengthened role as the go-to distribution and fulfillment partner, delivering exclusive content with efficiency and scale in the evolving entertainment and collectibles market[5](index=5&type=chunk)[8](index=8&type=chunk) - CFO Amanda Gnecco stated that the company ended fiscal 2025 with strong financial momentum, delivering **$15.1 million** in net income (**up 229%**) and adjusted EBITDA of **$36.5 million** (**up 51%**)[9](index=9&type=chunk) - CFO Gnecco attributed these gains to a more profitable product mix, disciplined expense management, and meaningful leverage from automation and warehouse consolidation efforts[9](index=9&type=chunk) - CFO Gnecco outlined a focus for fiscal 2026 on scaling high-margin channels, expanding the exclusive content portfolio, and leveraging AI to drive sales growth and operational efficiency[11](index=11&type=chunk) Detailed Financial Performance [Fourth Quarter FY 2025 Financial Results](index=3&type=section&id=Fourth%20Quarter%20FY%202025%20Financial%20Results) Alliance Entertainment reported a slight decrease in net revenues for Q4 FY2025 compared to the prior year, but achieved significant increases in gross profit, gross margin, net income, and Adjusted EBITDA, demonstrating improved profitability and operational leverage Fourth Quarter FY2025 Financial Performance | Metric | Q4 FY2025 ($ million) | Q4 FY2024 ($ million) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenues | $227.8 | $236.9 | -3.8% | | Gross Profit | $36.0 | $26.9 | +33.8% | | Gross Margin | 15.8% | 11.4% | +38.6% | | Net Income | $5.8 | $2.5 | +132.0% | | Diluted EPS | $0.11 | $0.05 | +120.0% | | Adjusted EBITDA | $12.2 | $2.1 | +481.0% | - Net revenues for Q4 FY2025 were **$227.8 million**, compared to $236.9 million in the same period of 2024[12](index=12&type=chunk) - Gross profit for Q4 FY2025 was **$36.0 million**, up **33.8%** compared to $26.9 million in Q4 FY2024[12](index=12&type=chunk) - Adjusted EBITDA for Q4 FY2025 was **$12.2 million**, up **480%** compared to $2.1 million for Q4 FY2024[12](index=12&type=chunk) [Fiscal Year 2025 Financial Results](index=4&type=section&id=FY%202025%20Financial%20Results) For the full fiscal year 2025, Alliance Entertainment experienced a slight decrease in net revenues but delivered substantial growth in gross profit, gross margin, net income, and Adjusted EBITDA, reflecting enhanced operational efficiency and profitability Fiscal Year 2025 Financial Performance | Metric | FY2025 ($ million) | FY2024 ($ million) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenues | $1,063.457 | $1,100.483 | -3.4% | | Gross Profit | $132.9 | $128.9 | +3.1% | | Gross Margin | 12.5% | 11.7% | +6.8% | | Net Income | $15.1 | $4.6 | +229.0% | | Diluted EPS | $0.30 | $0.09 | +233.3% | | Adjusted EBITDA | $36.5 | $24.3 | +51.0% | - Net revenues for FY2025 were **$1.06 billion**, compared to $1.10 billion in fiscal year 2024[17](index=17&type=chunk) - Net income for FY2025 was **$15.1 million**, or **$0.30 per diluted share**, up **229%** compared to $4.6 million, or $0.09 per diluted share, for FY2024[17](index=17&type=chunk) - Adjusted EBITDA for FY2025 was **$36.5 million**, up **51%** compared to $24.3 million for FY2024[17](index=17&type=chunk) [Non-GAAP Financial Measures](index=9&type=section&id=Non-GAAP%20Financial%20Measures) Alliance Entertainment utilizes Adjusted EBITDA as a key non-GAAP financial measure to evaluate its operating performance, which saw a significant 51% year-over-year increase to $36.5 million in FY2025, reflecting enhanced profitability - Adjusted EBITDA for FY2025 was **$36.5 million**, an improvement of **$12.2 million** or **51% year-over-year** compared to $24.3 million in FY2024[27](index=27&type=chunk)[28](index=28&type=chunk) - Adjusted EBITDA is defined as net income or loss adjusted to exclude income tax expense, other income (loss), interest expense, depreciation and amortization expense, and other infrequent, non-recurring expenses[27](index=27&type=chunk) - The company uses Adjusted EBITDA to evaluate its operating performance and as an integral part of its planning process, believing it is a useful indicator for investors[27](index=27&type=chunk) Consolidated Financial Statements [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations for FY2025 show a decrease in net revenues but a substantial increase in net income and diluted EPS, driven by improved operating income and reduced operating expenses Consolidated Statements of Operations (Year Ended June 30, in thousands) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Revenues | $1,063,457 | $1,100,483 | | Cost of Revenues | $930,605 | $971,594 | | Total Operating Expenses | $102,716 | $114,748 | | Operating Income | $30,136 | $14,141 | | Net Income | $15,078 | $4,581 | | Net Income per Share – Diluted | $0.30 | $0.09 | - Operating Income significantly increased to **$30.136 million** in FY2025 from $14.141 million in FY2024[22](index=22&type=chunk) - Total Operating Expenses decreased to **$102.716 million** in FY2025 from $114.748 million in FY2024[22](index=22&type=chunk) [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets indicate an increase in total assets and stockholders' equity for FY2025, with notable changes including higher trade receivables and inventory, and a reduction in the revolving credit facility Consolidated Balance Sheets (As of June 30, in thousands) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Current Assets | $218,132 | $196,213 | | Total Assets | $361,228 | $340,812 | | Total Current Liabilities | $172,729 | $147,920 | | Revolving Credit Facility, Net | $55,268 | $69,587 | | Total Liabilities | $258,006 | $253,183 | | Total Stockholders' Equity | $103,222 | $87,629 | - Trade Receivables, Net increased to **$107.246 million** in FY2025 from $92.357 million in FY2024[24](index=24&type=chunk) - Inventory, Net increased to **$102.848 million** in FY2025 from $97.429 million in FY2024[24](index=24&type=chunk) - Revolving Credit Facility, Net decreased to **$55.268 million** in FY2025 from $69.587 million in FY2024[24](index=24&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The consolidated statements of cash flows show a decrease in net cash provided by operating activities in FY2025, while net cash used in investing activities increased, and net cash used in financing activities decreased, resulting in a net increase in cash Consolidated Statements of Cash Flows (Year Ended June 30, in thousands) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $26,809 | $55,773 | | Net Cash Used in Investing Activities | $(8,134) | $(117) | | Net Cash Used in Financing Activities | $(18,571) | $(55,390) | | Net Increase in Cash | $104 | $266 | | Cash, End of the Period | $1,236 | $1,129 | - Net Cash Provided by Operating Activities decreased from **$55.773 million** in FY2024 to **$26.809 million** in FY2025[26](index=26&type=chunk) - Net Cash Used in Investing Activities increased significantly from **$(0.117) million** in FY2024 to **$(8.134) million** in FY2025, primarily due to cash paid for business asset purchases[26](index=26&type=chunk) - Net Cash Used in Financing Activities decreased from **$(55.390) million** in FY2024 to **$(18.571) million** in FY2025, largely due to changes in revolving credit facility payments and borrowings[26](index=26&type=chunk) Company Overview & Additional Information [About Alliance Entertainment](index=5&type=section&id=About%20Alliance%20Entertainment) Alliance Entertainment is a premier distributor and fulfillment partner for the entertainment and pop culture collectibles industry, offering a vast selection of physical media and licensed merchandise, leveraging exclusive partnerships and a scalable infrastructure to serve over 35,000 retail locations - Alliance Entertainment (NASDAQ: AENT) is a premier distributor and fulfillment partner for the entertainment and pop culture collectibles industry[18](index=18&type=chunk) - The company supplies more than **340,000 unique in-stock SKUs**, including over **57,300 exclusive titles** across compact discs, vinyl LPs, DVDs, Blu-rays, and video games, to over **35,000 retail and e-commerce storefronts**[3](index=3&type=chunk)[18](index=18&type=chunk) - Its growing collectibles portfolio includes Handmade by Robots™, a stylized vinyl figure line featuring licensed characters from leading entertainment franchises[18](index=18&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements regarding future financial and performance metrics, market opportunities, and business execution, which are subject to various risks and uncertainties, including market acceptance, reliance on suppliers, indebtedness, and adverse economic factors - Certain statements in the Press Release are forward-looking for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995[19](index=19&type=chunk) - These statements are based on current management expectations and assumptions, and are not predictions of actual performance, being provided for illustrative purposes only[19](index=19&type=chunk) - Forward-looking statements are subject to risks and uncertainties, including those related to anticipated growth rates, market opportunities, changes in regulations, ability to execute business model, reliance on suppliers and customers, increased inventory risk, indebtedness, litigation, economic factors, and internal controls[19](index=19&type=chunk) [Conference Call Information](index=4&type=section&id=Conference%20Call%20Information) Alliance Entertainment hosted a conference call on September 10, 2025, to discuss the Q4 and FY2025 results, with details provided for live access and replay options - Alliance Entertainment Chief Executive Officer Jeff Walker and Chief Financial Officer Amanda Gnecco hosted a conference call on Wednesday, September 10, 2025, at 4:30 p.m. Eastern Time[14](index=14&type=chunk)[15](index=15&type=chunk) - The conference call was broadcast live and is available for replay via webcast and telephone until November 10, 2025[16](index=16&type=chunk)

[Fiscal Year 2026 First Quarter Highlights](index=1&type=section&id=Fiscal%20Year%202026%20First%20Quarter%20Highlights) Kewaunee Scientific reported strong Q1 FY2026 results with significant sales and earnings growth, improved financial position, and positive segment performance, driven by the Nu Aire acquisition [Consolidated Financial Performance](index=1&type=section&id=Consolidated%20Financial%20Performance) Kewaunee Scientific reported strong consolidated results for Q1 FY2026, with significant increases in sales, pre-tax earnings, net earnings, and EBITDA compared to the prior year, driven by the Nu Aire acquisition and improved operational efficiency Consolidated Financial Highlights | Metric | Q1 FY2026 ($ in thousands) | Q1 FY2025 ($ in thousands) | Change (%) | | :----- | :------------------------- | :------------------------- | :--------- | | Sales | $71,104 | $48,393 | 46.9% | | Pre-tax Earnings | $3,920 | $2,430 | 61.3% | | Net Earnings | $3,093 | $2,193 | 41.1% | | EBITDA | $6,320 | $3,325 | 90.1% | | Diluted EPS | $1.04 | $0.74 | 40.5% | | Order Backlog (July 31, 2025) ($ million) | $205.0 | $159.4 (July 31, 2024) | 28.6% | | Order Backlog (April 30, 2025) ($ million) | $205.0 | $214.6 | -4.5% | [Segment Performance Overview](index=1&type=section&id=Segment%20Performance%20Overview) Both Domestic and International segments showed strong sales and earnings growth, while the Corporate segment experienced an increased pre-tax net loss due to strategic investments in its platform [Domestic Segment](index=1&type=section&id=Domestic%20Segment) The Domestic segment achieved significant sales and earnings growth, driven by the Nu Aire acquisition and operational improvements Domestic Segment Financials | Metric | Q1 FY2026 ($ in thousands) | Q1 FY2025 ($ in thousands) | Change (%) | | :----- | :------------------------- | :------------------------- | :--------- | | Sales | $54,352 | $35,523 | 53.0% | | Net Earnings | $4,722 | $2,871 | 64.5% | | EBITDA | $7,576 | $4,738 | 59.9% | - Growth was driven by the incorporation of Nu Aire's results, steady manufacturing volumes, improved productivity, and cost management actions[4](index=4&type=chunk) [International Segment](index=1&type=section&id=International%20Segment) The International segment experienced strong sales and earnings growth due to reduced customer site delays International Segment Financials | Metric | Q1 FY2026 ($ in thousands) | Q1 FY2025 ($ in thousands) | Change (%) | | :----- | :------------------------- | :------------------------- | :--------- | | Sales | $16,752 | $12,870 | 30.2% | | Net Earnings | $643 | $463 | 38.9% | | EBITDA | $1,055 | $696 | 51.6% | - Increased deliveries and billings were a result of decreasing customer site delays experienced during most of the prior fiscal year[5](index=5&type=chunk) [Corporate Segment](index=1&type=section&id=Corporate%20Segment) The Corporate segment's pre-tax net loss increased due to strategic investments in its platform and higher compliance costs Corporate Segment Financials | Metric | Q1 FY2026 ($ in thousands) | Q1 FY2025 ($ in thousands) | Change | | :----- | :------------------------- | :------------------------- | :----- | | Pre-tax Net Loss | $3,058 | $1,992 | Increased Loss | | EBITDA | ($2,311) | ($2,109) | Increased Negative | - Increased costs in the current year period are related to strategic investments in the Corporate platform, including increased compliance costs for anticipated Sarbanes-Oxley 404(b) requirements and investments in people, processes, and technology to support future growth[7](index=7&type=chunk) [Financial Position Snapshot](index=2&type=section&id=Financial%20Position%20Snapshot) The company improved its cash position and working capital while slightly reducing both short-term and long-term debt, leading to a lower debt-to-equity ratio compared to the previous quarter Key Financial Position Metrics | Metric | July 31, 2025 ($ in thousands) | April 30, 2025 ($ in thousands) | Change | | :----- | :----------------------------- | :----------------------------- | :----- | | Total Cash on Hand | $20,441 | $17,164 | Up $3,277 | | Working Capital | $66,662 | $64,651 | Up $2,011 | | Short-term Debt | $4,294 | $4,773 | Down $479 | | Long-term Debt | $60,269 | $60,730 | Down $461 | | Debt-to-Equity Ratio | 0.94-to-1 | 0.99-to-1 | Improved | | Debt-to-Equity Ratio (net of sale-leaseback) | 0.54-to-1 | 0.57-to-1 | Improved | [Management Commentary and Business Outlook](index=2&type=section&id=Management%20Commentary%20and%20Business%20Outlook) Management highlights solid Q1 performance, acknowledges project delivery volatility, and outlines strategic investments for long-term growth, expecting improved FY2026 unadjusted EBITDA [CEO's Remarks and Outlook](index=2&type=section&id=CEO%27s%20Remarks%20and%20Outlook) CEO Thomas D. Hull III highlighted solid Q1 performance despite challenging market conditions but anticipates uneven quarterly performance for FY2026 due to project delivery timeline volatility. The company is focused on strategic investments for sustainable long-term growth, expecting better unadjusted EBITDA for FY2026 than FY2025 despite near-term pressure on earnings - Domestic and International segments delivered **solid financial performance in Q1** despite challenging market conditions (uncertain government policy, evolving tariff structures, geopolitical upheaval)[10](index=10&type=chunk) - Overall backlog remains near historically high levels, but volatility in project delivery timelines is expected to cause **uneven quarterly performance for the balance of fiscal year 2026**, likely starting in Q2[10](index=10&type=chunk) - Kewaunee is focused on organic and inorganic growth, making strategic investments in people, processes, and technology, which will place pressure on near-term earnings but position the company for rapid and sustained long-term growth[10](index=10&type=chunk) - Despite anticipated uneven quarterly performance and increasing strategic investment, the company expects to deliver **better unadjusted EBITDA in fiscal year 2026 than in fiscal year 2025**[10](index=10&type=chunk) [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) This section provides reconciliations for non-GAAP measures like EBITDA and adjusted net earnings, clarifying their calculation and purpose as supplemental financial information [EBITDA and Segment EBITDA Reconciliation](index=3&type=section&id=EBITDA%2C%20Segment%20EBITDA%2C%20Adjusted%20EBITDA%2C%20and%20Adjusted%20Segment%20EBITDA%20Reconciliation) This section provides a detailed reconciliation of Net Earnings (Loss) to EBITDA and Adjusted EBITDA for consolidated and segment levels for Q1 FY2026 and Q1 FY2025, highlighting adjustments for interest, taxes, depreciation, amortization, and professional/other fees related to the Nu Aire acquisition and integration Consolidated EBITDA and Adjusted EBITDA Reconciliation | Metric (Consolidated) | Q1 FY2026 ($ in thousands) | Q1 FY2025 ($ in thousands) | | :-------------------- | :------------------------- | :------------------------- | | Net Earnings | $3,093 | $2,193 | | Interest Expense | $1,058 | $472 | | Interest Income | ($141) | ($347) | | Income Taxes | $761 | $192 | | Depreciation and Amortization | $1,549 | $815 | | **EBITDA** | **$6,320** | **$3,325** | | Professional & Other Fees | $224 | $730 | | **Adjusted EBITDA** | **$6,544** | **$4,055** | - Professional and other fees in Q1 FY2025 related to the Nu Aire acquisition, while Q1 FY2026 fees related to the integration of Nu Aire[11](index=11&type=chunk) [Adjusted Consolidated Statement of Operations Reconciliation](index=4&type=section&id=Adjusted%20Consolidated%20Statement%20of%20Operations%20Reconciliation) This reconciliation adjusts the consolidated statement of operations for Q1 FY2026 and Q1 FY2025 to exclude professional and other fees related to the Nu Aire integration, providing adjusted net earnings and diluted EPS figures Adjusted Consolidated Statement of Operations | Metric (Consolidated) | As Reported 2025 ($ in thousands) | Professional & Other Fees 2025 ($ in thousands) | Adjusted 2025 ($ in thousands) | Adjusted 2024 ($ in thousands) | | :-------------------- | :-------------------------------- | :---------------------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $71,104 | $— | $71,104 | $48,393 | | Gross profit | $20,930 | $— | $20,930 | $12,488 | | Operating expenses | $16,120 | $224 | $15,896 | $9,183 | | Operating profit | $4,810 | $224 | $5,034 | $3,305 | | Profit before income taxes | $3,920 | $224 | $4,144 | $3,160 | | Income tax (benefit) expense | $761 | $49 | $810 | $345 | | Net earnings attributable to Kewaunee Scientific Corporation | $3,093 | $175 | $3,268 | $2,770 | | Diluted EPS | $1.04 | $0.06 | $1.10 | $0.93 | - Adjustments for professional and other fees in Q1 FY2026 (including estimated tax impact) relate to the integration of the newly acquired subsidiary, Nu Aire[12](index=12&type=chunk) [Explanation of Non-GAAP Measures](index=5&type=section&id=About%20Non-GAAP%20Measures) This section clarifies the company's use of non-GAAP financial measures like adjusted net earnings, adjusted EPS, EBITDA, and Adjusted EBITDA, explaining their calculation and purpose as supplemental information for investors to understand financial and business trends, while emphasizing they are not GAAP alternatives - Adjusted net earnings and adjusted net earnings per share are GAAP net earnings adjusted for professional and other fees related to the integration of Nu Aire, Inc., and the corresponding tax impact[13](index=13&type=chunk) - EBITDA and Segment EBITDA are calculated as net earnings (loss), less interest expense and interest income, income taxes, depreciation, and amortization[14](index=14&type=chunk) - Adjusted EBITDA and Adjusted Segment EBITDA further exclude professional and other fees related to Nu Aire integration[14](index=14&type=chunk) - These non-GAAP measures provide useful information to investors for comparing performance consistently across companies, but should not be considered alternatives to GAAP net earnings or operating cash flows[13](index=13&type=chunk)[14](index=14&type=chunk) [Company Overview](index=5&type=section&id=Company%20Overview) Kewaunee Scientific, a global leader in laboratory furniture, recently acquired Nu Aire, a key manufacturer of biological safety cabinets, expanding its product portfolio and market reach [About Kewaunee Scientific](index=5&type=section&id=About%20Kewaunee%20Scientific) Founded in 1906, Kewaunee Scientific Corporation is a global leader in designing, manufacturing, and installing laboratory, healthcare, and technical furniture products, with manufacturing facilities in the US and India and sales offices worldwide - Kewaunee Scientific Corporation, founded in 1906, is a **global leader** in the design, manufacture, and installation of laboratory, healthcare, and technical furniture products[15](index=15&type=chunk) - Products include steel and wood casework, fume hoods, adaptable modular systems, moveable workstations, stand-alone benches, biological safety cabinets, and epoxy resin work surfaces and sinks[15](index=15&type=chunk) - Headquarters in Statesville, NC, with sales offices in the US, India, Saudi Arabia, and Singapore, and manufacturing facilities in Statesville (3) and Bangalore, India (1)[15](index=15&type=chunk) [About Nu Aire](index=5&type=section&id=Kewaunee%20Scientific%27s%20newly%20acquired%20subsidiary%2C%20Nu%20Aire) Nu Aire, acquired by Kewaunee Scientific, is a leading manufacturer of biological safety cabinets, CO2 incubators, ultralow freezers, and other essential laboratory products, complementing Kewaunee's portfolio, with headquarters and manufacturing in Minnesota - Nu Aire, founded in 1971 and newly acquired by Kewaunee Scientific, is a **leading manufacturer** of biological safety cabinets, CO2 incubators, ultralow freezers, and other essential laboratory products[16](index=16&type=chunk) - Headquarters and manufacturing facilities are in Plymouth, Minnesota, with additional manufacturing in Long Lake, Minnesota, and partnerships in the Netherlands and China[16](index=16&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This section provides a standard disclaimer regarding forward-looking statements, outlining various risks and uncertainties that could cause actual results to differ materially from projections [Risks and Disclaimers](index=5&type=section&id=Risks%20and%20Disclaimers) This section contains a standard disclaimer regarding forward-looking statements, outlining various known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially from projections, including those related to the Nu Aire acquisition, economic conditions, customer demands, and international operations. The company disclaims any obligation to update these statements - The press release contains 'forward-looking statements' subject to known and unknown risks, uncertainties, assumptions, and other important factors that could significantly impact results[17](index=17&type=chunk)[18](index=18&type=chunk) - Factors include the ability to realize benefits from the Nu Aire acquisition, competitive and economic conditions, supply disruptions, changes in customer demands, technological changes, dependence on delivery schedules, international operation risks (e.g., currency fluctuations), regulatory changes, raw material costs, and Force Majeure events[18](index=18&type=chunk) - The company assumes no obligation to update any forward-looking statements[18](index=18&type=chunk) [Condensed Consolidated Financial Statements](index=7&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated statements of operations and balance sheets for the specified periods, detailing key financial performance and position [Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the unaudited condensed consolidated statements of operations for the three months ended July 31, 2025, and 2024, detailing net sales, cost of products sold, gross profit, operating expenses, and net earnings Condensed Consolidated Statements of Operations | Metric ($ in thousands) | July 31, 2025 | July 31, 2024 | | :-------------------- | :------------ | :------------ | | Net sales | $71,104 | $48,393 | | Cost of products sold | $50,174 | $35,905 | | Gross profit | $20,930 | $12,488 | | Operating expenses | $16,120 | $9,913 | | Operating profit | $4,810 | $2,575 | | Profit before income taxes | $3,920 | $2,430 | | Net earnings attributable to Kewaunee Scientific Corporation | $3,093 | $2,193 | | Diluted EPS | $1.04 | $0.74 | [Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides the unaudited condensed consolidated balance sheets as of July 31, 2025, and April 30, 2025, detailing assets, liabilities, and stockholders' equity, showing changes in cash, receivables, and debt Condensed Consolidated Balance Sheets | Metric ($ in thousands) | July 31, 2025 | April 30, 2025 | | :-------------------- | :------------ | :------------- | | Cash and cash equivalents | $19,489 | $14,942 | | Total Current Assets | $117,148 | $118,363 | | Total Assets | $193,486 | $194,654 | | Total Current Liabilities | $50,486 | $53,712 | | Total Liabilities | $124,617 | $128,409 | | Total Stockholders' Equity | $68,869 | $66,245 |

Exhibit 99.1 Quantum Reports Fiscal First Quarter 2026 Financial Results Leadership Team Executing Steps to Improve Operational and Financial Performance. SAN JOSE, Calif. — September 10, 2025 — Quantum Corporation (Nasdaq: QMCO) ("Quantum" or the "Company"), today announced financial results for its fiscal first quarter 2026 ended June 30, 2025. Management Commentary "Since my recent appointment in June, I've been dedicating a significant portion of my time toward conducting in-depth reviews of the busines ...