Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________to _______ Commission File Number: 001-41690 U.S. GOLDMINING INC. (Exact name of registrant as specified in its charter) Nevada 37-1792147 (State or other jurisdictio ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Securities registered pursuant to Section 12(b) of the Act: Commission File Number: 001-41059 Lulu's F ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35813 ORAMED PHARMACEUTICALS INC. (Exact Name of Registrant as Specified in its Charter) | Delaware | 98-0376008 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S. Emplo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-41372 A SPAC II ACQUISITION CORP. (Exact name of registrant as specified in its charter) British Virgin Islands N/A (S ...

Financial Stability and Funding - The company has substantial doubt regarding its ability to continue as a going concern and needs to raise additional funding, which may not be available on acceptable terms [190]. - As of March 14, 2025, the company owed approximately $50 million in third-party payables beyond typical amounts due, which could negatively impact relationships with vendors and suppliers [196]. - The company is experiencing adverse market conditions that may affect the cost and availability of capital, impacting its liquidity and financial condition [193]. - The company has delayed certain ordinary course payments to manage cash flow needs, which could damage relationships with key partners [196]. - The company is at risk of defaulting on cash covenants if it fails to obtain timely funding or if revenues from product sales fall short of projections [195]. - The company has delayed payments to certain third parties, which could impact their performance and harm financial results and commercial prospects [284]. - The company entered into an accounts receivable factoring agreement in December 2023, providing access to up to $100 million on a revolving basis [295]. - The company implemented a restructuring plan in September 2024, reducing its workforce by approximately 25% to optimize cash operating expenses [297]. - The company may need to obtain additional funding to continue operations if the Merger Transaction does not close [288]. Regulatory and Compliance Issues - The company has been subject to a restatement of its consolidated financial statements, delaying the filing of its Annual Report and impacting its ability to sell securities [192]. - The company is subject to ongoing regulatory scrutiny, with the FDA investigating SKYSONA for serious risks of hematologic malignancies [299]. - Compliance with federal and state healthcare fraud and abuse laws is critical, as violations could lead to substantial penalties and reputational harm [307]. - The Bipartisan Budget Act of 2018 increased penalties for violating federal healthcare laws, including the Anti-Kickback Statute, leading to heightened regulatory scrutiny [309]. - The company must navigate complex data protection laws, including the GDPR, which imposes fines of up to €20 million or 4% of annual global revenue for noncompliance [315]. - The company is subject to ongoing investigations and enforcement actions related to healthcare laws, which could divert management's attention and resources [310]. - The cost of compliance with evolving data protection laws is high and expected to increase, potentially impacting the company's financial results [312]. - The company is subject to extensive drug price reporting and payment obligations under the Medicaid Drug Rebate Program (MDRP), which could lead to penalties if compliance is not met [318]. - The company must report Average Manufacturer Price (AMP) and best price for drugs under the MDRP, with potential civil monetary penalties for false submissions [318]. - The 340B program requires the company to charge covered entities no more than the 340B ceiling price, which is calculated based on AMP and rebate amounts [319]. - The company must report 340B ceiling prices quarterly to HRSA, with civil penalties for knowingly overcharging covered entities [319]. - The Inflation Reduction Act of 2022 mandates price negotiations for certain drugs with Medicare, with the first negotiated prices effective in 2026 [334]. Clinical Development and Market Challenges - The FDA has placed the lovo-cel clinical development program under a partial clinical hold for patients under 18 due to safety concerns, although this hold was lifted in December 2022 [200]. - The company continues to monitor potential cases of hematologic malignancy in patients treated with SKYSONA, following updated warnings from the FDA regarding serious risks [199]. - The company has received FDA approval for ZYNTEGLO, SKYSONA, and LYFGENIA, but serious safety events could lead to market removal or reduced opportunities [207]. - The commercial success of ZYNTEGLO, SKYSONA, and LYFGENIA will depend on market acceptance by physicians, patients, and payers, which is uncertain [219]. - The company faces challenges in identifying and reaching the potentially addressable patient populations for its products, which may be lower than expected, impacting revenue generation [223]. - Limited sales and distribution experience has resulted in insufficient product sales following the launch of ZYNTEGLO in Europe, necessitating further development of commercial capabilities [225]. - A significant portion of the patient populations for ZYNTEGLO, SKYSONA, and LYFGENIA lies outside the United States, requiring reliance on third parties for commercialization in those markets [226]. - The uncertainty surrounding insurance coverage and reimbursement for newly-approved products poses a risk to the company's ability to market its therapies effectively [231]. - The company anticipates that Medicaid coverage will be significant for its potential patient population, while Medicare coverage is expected to be less significant [233]. - The company competes with major pharmaceutical and biotechnology companies that have greater resources, which may hinder its ability to successfully develop and commercialize its products [238]. - The FDA has approved competing gene therapies with lower acquisition costs and no boxed warnings, increasing competitive pressure on the company's products [238]. - Clinical trials are subject to high failure rates, with significant setbacks occurring even in later stages despite promising early results [241]. - Delays in clinical trials can increase costs and slow down product development, potentially jeopardizing the ability to generate revenue [245]. - Enrollment in registry studies and clinical trials is critical; difficulties in patient enrollment can adversely affect research and development efforts [246]. - The FDA granted accelerated approval for SKYSONA in September 2022, contingent on the completion of confirmatory trials to verify clinical benefit [255]. - The FDA may withdraw accelerated approval if confirmatory trials do not verify clinical benefit or if post-marketing requirements are not met [256]. - The Biologics Price Competition and Innovation Act allows for biosimilar products to enter the market, potentially leading to competition sooner than anticipated [258]. - The exclusivity period for biological products is 12 years, but related structures may affect the exclusivity of new products like LYFGENIA [258]. - Changes in the efficacy and safety profile of products over time could significantly impact business prospects and stock price volatility [253]. - Competition for patient enrollment in clinical trials may arise from other trials in the same therapeutic areas, limiting available patient pools [249]. - Regulatory changes may require additional confirmatory trials before granting accelerated approval, impacting the timeline for product commercialization [257]. - Negative public opinion and increased regulatory scrutiny of gene therapy may adversely affect the company's ability to conduct business and obtain marketing approvals for products [260]. - Disruptions at the FDA due to political changes and funding shortages could hinder timely product development and approval processes, negatively impacting the company's business [261]. - The FDA's postponement of inspections during the COVID-19 pandemic may lead to delays in regulatory submissions and approvals, significantly impacting the company's operations [262]. Manufacturing and Supply Chain Risks - The company has secured adequate commercial-scale drug product manufacturing capacity to meet near-term sales forecasts, including recent approval to double manufacturing capacity for ZYNTEGLO and SKYSONA [213]. - The manufacturing process for LVV and drug products is complex, and any changes may require additional regulatory approvals, potentially delaying clinical development and commercialization plans [216]. - The company relies on a single-source supply chain for SKYSONA, ZYNTEGLO, and LYFGENIA, which presents significant challenges and risks to production quality and timelines [209]. - The actual cost to manufacture LVV and drug products could exceed expectations, adversely affecting the commercial viability of SKYSONA, ZYNTEGLO, or LYFGENIA [214]. - Reliance on third-party manufacturers for LVV production and drug product manufacturing poses risks, including potential delays in commercialization if these parties do not perform satisfactorily [269]. - Regulatory compliance is critical for the company's manufacturing processes, and failure to maintain compliance could result in significant sanctions and harm to the business [278]. - The company relies on third parties for clinical studies, and unsatisfactory performance by these parties may harm the company's business and regulatory standing [281]. - Non-compliance with Good Clinical Practices (GCPs) by the company or its contract research organizations (CROs) could lead to unreliable clinical data and additional studies required for marketing approvals [283]. Intellectual Property and Legal Risks - The company relies on a combination of patents and trade secrets to protect intellectual property, facing uncertainties in patent validity and enforcement [349]. - The company holds several patent applications for its products, but there is no assurance that any patents will issue or provide meaningful exclusivity, which could impact collaboration and commercialization efforts [350]. - The company relies on trade secret protection and confidentiality agreements to safeguard proprietary know-how, but these can be difficult to enforce, potentially impairing competitive position [351]. - The company may face significant challenges in protecting intellectual property rights both domestically and internationally, which could adversely affect business operations and financial condition [354]. - Third-party claims of intellectual property infringement could delay or prevent the company's development and commercialization efforts, leading to substantial litigation expenses [355]. - The company may need to obtain licenses from third parties to advance product development, and failure to do so could significantly harm business prospects [364]. - The company is involved in various intellectual property license agreements that impose obligations, and failure to comply could result in loss of important license rights [363]. - The company may face lawsuits to protect its patents, which could be expensive and time-consuming, with unpredictable outcomes that could impact patent protection [367]. - The company employs individuals from competitors, raising the risk of claims regarding wrongful use or disclosure of confidential information, which could lead to costly litigation [370]. - The company may not be able to prevent misappropriation of intellectual property rights, especially in jurisdictions with weaker protections, which could harm its competitive advantage [368]. - The company’s ability to maintain its intellectual property rights may be compromised by third-party litigation or claims, potentially leading to loss of valuable rights [372]. Operational and Management Challenges - The company has experienced a high degree of turnover in its employee base, particularly in the commercial field-based team, impacting its ability to successfully commercialize products [218]. - The company has experienced high turnover rates in its employee base due to financial instability, impacting its ability to commercialize products [287]. - The company’s operating results are expected to fluctuate significantly, making future predictions difficult [291]. - The market price of the company's common stock has been highly volatile, influenced by various factors including adverse clinical study results and regulatory decisions [378]. - The company may face significant litigation risks, including class action lawsuits related to stock price volatility and fiduciary duty breaches by management [389]. - Future sales of common stock could result in substantial dilution for existing shareholders, impacting stock price negatively [387]. - The company is authorized to grant up to 1.01 million shares under its 2023 Incentive Award Plan, which may lead to further dilution [388]. - The separation of 2seventy bio may expose the company to operational difficulties and liabilities, impacting financial condition [344]. - The company remains contractually liable for certain agreements transferred to 2seventy, which could result in material expenses [345]. - If the distribution of shares of 2seventy fails to qualify as tax-free, significant tax liabilities could arise for the company and its stockholders [346].

Financial Results Announcement - M-tron Industries, Inc. announced preliminary financial results for Q4 and full fiscal year 2024, ending December 31, 2024[5] - A press release detailing the financial results was issued on February 26, 2025, and is available as Exhibit 99.1[7] Company Classification - The financial results indicate that the company is classified as an emerging growth company[4]

Business Model and Licensing - The company transitioned to a pharmaceutical royalty model, receiving royalties on licensed products, including IMVEXXY, BIJUVA, and ANNOVERA, effective December 30, 2022[21]. - Under the Mayne License Agreement, Mayne Pharma will pay the company milestone payments of $5.0 million, $10.0 million, and $15.0 million based on annual net sales reaching $100.0 million, $200.0 million, and $300.0 million, respectively[23]. - The royalty rate for net sales of all products in the U.S. is set at 8.0% for the first $80.0 million and 7.5% for sales above that threshold, with minimum annual royalties of $3.0 million for 12 years[23]. - The total consideration from Mayne Pharma for the transaction included a cash payment of $140.0 million at closing and additional payments for net working capital and prepaid royalties[25]. - The company has entered into licensing agreements with Knight and Theramex for the commercialization of IMVEXXY and BIJUVA in Canada, Israel, and other territories outside the U.S.[33]. - An exclusive license to commercialize BIJUVA in the U.S. was granted to Mayne Pharma on December 30, 2022[45]. - ANNOVERA is a one-year contraceptive vaginal system that can prevent pregnancy for up to 13 cycles, with commercialization rights also assigned to Mayne Pharma[46]. - The company has granted an exclusive license to commercialize its prescription prenatal vitamin products to Mayne Pharma in the U.S. as of December 30, 2022[47]. - The business model relies on third parties achieving specified milestones and product sales, with current license revenue collected from two licensees[48]. - As of December 30, 2022, the company no longer conducts any research and development activities, focusing instead on licensing[51]. Financial Position and Capital Needs - As of December 31, 2024, the company employed one full-time employee and engaged external consultants for operational support[30]. - The company may need to raise additional capital to fund operations until cash flow becomes positive, potentially through equity or debt financing[32]. - The company faces substantial doubt about its ability to continue as a going concern due to potential slow sales growth and liquidity requirements[38]. Regulatory and Compliance Issues - The company is subject to various federal and state healthcare laws, including the federal Anti-Kickback Statute, which prohibits remuneration to induce referrals or purchases under federal healthcare programs[70]. - Compliance with healthcare laws may result in significant costs, and violations could lead to civil, criminal, and administrative penalties, including exclusion from Medicare and Medicaid programs[72]. - The federal Health Insurance Portability and Accountability Act (HIPAA) imposes obligations on the company regarding the safeguarding of individually identifiable health information[73]. - The company must comply with federal physician sunshine requirements, which mandate annual reporting of payments and transfers of value to healthcare providers[73]. - State-level legislation increasingly aims to control pharmaceutical pricing, which may impact the company's pricing strategies and market access[75]. - Future regulatory changes could require reformulation of products, increased documentation, or additional personnel, potentially adversely affecting the company's operations[76]. Product Information and Market Dynamics - BIJUVA is the first and only FDA approved bioidentical hormone therapy combination of estradiol and progesterone in a single capsule for treating moderate-to-severe vasomotor symptoms due to menopause[44]. - The pharmaceutical markets for the company's licensed products are not subject to seasonal sales fluctuations, but license revenues may be negatively affected by annual resets of high-deductible insurance plans[49]. - The company holds multiple U.S. patents and trademarks for its licensed products, including those for BIJUVA and IMVEXXY[53]. - Mayne Pharma is responsible for the prosecution and enforcement of the U.S. patent and trademark portfolio under the Mayne License Agreement[57]. - The company has entered into a settlement agreement with Amneal Pharmaceuticals, allowing them to commercialize a generic formulation of BIJUVA starting in May 2032[69].

Financial Performance - Total revenue for the fourth quarter was $5.4 million, a decrease of 50% compared to $10.9 million in the prior year period[3]. - For the full year 2024, total revenue was $26.4 million, a decline of 32% from $38.8 million in 2023[10]. - Total revenue for 2024 decreased to $26,350,819 from $38,791,337 in 2023, representing a decline of approximately 32%[30]. - Gross profit for the fourth quarter was $3.7 million, representing a gross margin of 68.5%, down from 84.4% in the prior year[3]. - Gross profit for 2024 was $19,412,515, down from $27,413,073 in 2023, indicating a decrease of about 29%[30]. - Net loss for the fourth quarter was $(0.9) million, or $(0.08) per diluted share, compared to net income of $3.5 million, or $0.32 per diluted share, in the fourth quarter of 2023[15]. - Net income for 2024 was $1,363,681, a significant drop from $9,150,835 in 2023, reflecting a decline of approximately 85%[30]. - Adjusted EBITDA for the fourth quarter was $(1.8) million, compared to $3.0 million in the fourth quarter of 2023[16]. Cash and Liquidity - Cash and cash equivalents were $18.0 million at December 31, 2024, providing a solid liquidity position[18]. - Cash and cash equivalents at the end of 2024 were $18,040,827, down from $18,849,842 at the end of 2023, a decrease of approximately 4%[32]. - The company reported a net cash provided by operating activities of $1,257,266 in 2024, down from $6,682,616 in 2023, a decline of approximately 81%[32]. Backlog and Bookings - Fourth quarter bookings increased by 37% sequentially to $12.2 million, with a significant portion recorded in December, positioning the company for revenue conversion in early 2025[6]. - Year-end backlog expanded to $22.0 million as of December 31, 2024, reflecting continued sales momentum despite federal funding delays[6]. Expenses and Liabilities - Operating expenses increased slightly to $17,416,184 in 2024 from $17,029,508 in 2023, showing an increase of about 2%[30]. - Total liabilities decreased to $19,762,198 in 2024 from $27,012,175 in 2023, representing a reduction of approximately 27%[30]. Research and Development - Research and development expenses increased to $3,003,302 in 2024 from $2,794,314 in 2023, an increase of about 7%[30]. Assets - Total assets decreased to $65,453,086 in 2024 from $70,382,019 in 2023, a decline of about 7%[30]. Federal Funding and Growth Outlook - The company is focused on expanding its role in federal law enforcement training initiatives and has secured contracts in Europe and Latin America[5]. - The company anticipates continued variability in federal funding cycles but remains optimistic about long-term growth in tactical training needs[9]. Share Information - The weighted average shares outstanding for basic shares increased to 11,162,917 in 2024 from 10,958,448 in 2023, an increase of about 2%[30].

Revenue Growth - Total revenue in Q4 2024 increased 23.7% to $11.0 million, compared to $8.9 million in Q4 2023[4] - Managed Services revenue increased by 24.0% to $10.9 million in Q4 2024, compared to $8.8 million in Q4 2023[7] - Managed Services bookings increased 52.8% to $11.7 million in Q4 2024, compared to $7.6 million in Q4 2023[7] - Revenue for Q4 2024 was $11,002,517, representing a 24% increase from $8,892,916 in Q4 2023[27] - Managed Services Revenue accounted for 99% of total revenue in Q4 2024, totaling $10,885,094, up 24% from $8,781,825 in Q4 2023[27] - SaaS Services Revenue increased by 74% year-over-year, reaching $822,987 in 2024 compared to $473,913 in 2023[27] Costs and Expenses - Total costs and expenses increased 28.0% to $14.2 million in Q4 2024, compared to $11.1 million in Q4 2023[7] - Total costs and expenses for Q4 2024 were $14,181,270, up from $11,081,417 in Q4 2023, reflecting a 28% increase[27] - Impairment expense for Q4 2024 was $113,755, while the company recorded a significant impairment of goodwill and intangible assets totaling $4,130,477 for the full year[29] Net Loss - Net loss in Q4 2024 was $4.6 million, compared to a net loss of $1.5 million in Q4 2023[8] - Net loss for Q4 2024 was $4,623,264, compared to a net loss of $1,526,657 in Q4 2023, indicating a significant increase in losses[25] - The company reported a total comprehensive loss of $4,396,551 for Q4 2024, compared to a loss of $1,263,931 in Q4 2023[25] - Adjusted EBITDA for Q4 2024 was $(1.5) million, compared to $(1.1) million in the same period last year[9] - Adjusted EBITDA for Q4 2024 was $(1,480,243), compared to $(1,105,973) in Q4 2023, showing a worsening operational performance[29] - The company experienced a loss on divestiture of $2,286,083 in Q4 2024, contributing to the overall net loss[29] Cash and Investments - Cash, cash equivalents, and investments as of December 31, 2024 totaled $51.1 million[9] Workforce and Divestiture - Targeted workforce reductions are expected to save $5.1 million annually in full-time and contract labor costs[7] - The company divested its Hoozu investment, which generated $3.4 million in revenue in 2024 and incurred a $0.7 million annual net loss[7] - New business was won from clients including Academy Sports, NHTSA, and Navy Federal Credit Union[7] Shares Outstanding - The weighted average common shares outstanding increased to 16,965,350 in Q4 2024 from 16,269,346 in Q4 2023[25]

Financial Performance - Net revenue for fiscal year 2024 was $315.9 million, an 11% decrease compared to 2023, driven by a 12% decrease in total orders placed[5]. - Active customers decreased by 7% to 2.6 million, down from 2.8 million in 2023[5]. - Gross profit decreased by 12% to $130.2 million, with gross margin decreasing by 50 basis points to 41.2%[5]. - Net loss for fiscal year 2024 was $55.3 million, compared to a net loss of $19.3 million in 2023, including a non-cash goodwill impairment charge of $28.4 million[5]. - Adjusted EBITDA for fiscal year 2024 was ($9.7) million, compared to $3.2 million in 2023[5]. - For the fiscal year ended December 29, 2024, Lulus reported a net loss of $55,286,000, compared to a net loss of $19,334,000 for the previous year, indicating a significant increase in losses[15]. - The company's Adjusted EBITDA for the fiscal year was $(9,738,000), a decline from $3,231,000 in the prior year, reflecting ongoing operational challenges[30]. - Gross Margin decreased to 41.2% for the fiscal year ended December 29, 2024, down from 41.7% in the previous year, indicating pressure on profitability[30]. - Active Customers decreased to 2,620,000 in the fiscal year 2024, down from 2,830,000 in 2023, suggesting a decline in customer engagement[30]. - Cash provided by operating activities was $2,601,000 for the fiscal year, a decrease from $15,421,000 in the prior year, highlighting cash flow challenges[15]. - Net loss margin for the thirteen weeks ended December 29, 2024, was (48.2)%, compared to (9.6)% for the same period in 2023[31]. - Adjusted EBITDA margin for the fifty-two weeks ended December 29, 2024, was (3.1)%, down from 0.9% for the same period in 2023[31]. Future Outlook - The company expects net revenue for fiscal year 2025 to be between $280 million and $310 million, representing a decrease of 11% to 2% compared to 2024[12]. - The company anticipates adjusted EBITDA for fiscal year 2025 to be between $0 and $6 million, an increase of $9.7 million to $15.7 million compared to 2024[12]. - The outlook for fiscal year 2025 emphasizes growth in operating cash flow and a focus on profitability[7]. - Lulus plans to focus on growth opportunities and a return to profitability in the coming quarters, as stated in their forward-looking statements[18]. Cost Management - Cost reduction efforts resulted in a 175 basis point reduction in total expenses as a percentage of net revenue in Q4 2024[1]. - The company completed the consolidation of its West Coast distribution facilities in Q1 2025 to optimize costs[2]. Cash Flow and Investments - The company experienced a net cash decrease of $1,954,000 during the fiscal year, compared to a decrease of $7,713,000 in the previous year, indicating improved cash management[15]. - Lulus reported a net cash used in investing activities of $(2,874,000) for the fiscal year, down from $(4,003,000) in the previous year, reflecting a reduction in capital expenditures[15]. - Cash and cash equivalents as of December 29, 2024, were $4,460 thousand, compared to $2,506 thousand as of December 31, 2023[31]. Customer Engagement - Average Order Value (AOV) for the fiscal year was $137, compared to $133 in the previous year, showing a slight increase in customer spending per order[30]. - The company is actively investing in new product development and market expansion strategies to enhance customer experience and drive sales[17].