Financial Performance - Net revenue for the first quarter of 2026 was $770.8 million, a decrease of 2.3% compared to $788.7 million in the first quarter of 2025[97] - Organic revenue decreased by 6.6% in the first quarter of 2026, driven by a 10.1% decrease in Hygiene, Health and Consumable Adhesives, a 5.1% decrease in Building Adhesive Solutions, and a 2.0% decrease in Engineering Adhesives[98] - Net income attributable to H.B. Fuller increased by 59.1% to $21.0 million in the first quarter of 2026, compared to $13.2 million in the first quarter of 2025[108] - Diluted earnings per share for the first quarter of 2026 was $0.38, up from $0.24 in the first quarter of 2025[108] - Adjusted EBITDA for the first quarter of 2026 was $118.7 million, a 3.8% increase from $114.4 million in the first quarter of 2025[109] - Gross profit margin increased by 180 basis points to 30.6% in the first quarter of 2026, compared to 28.8% in the first quarter of 2025[100] Expenses and Costs - SG&A expenses increased by 2.2% to $184.5 million in the first quarter of 2026, representing 22.9% of net revenue[101] - The company incurred costs of approximately $85.0 million to $90.0 million related to restructuring plans, with $83.2 million already incurred as of February 28, 2026[95] - Interest expense for the first quarter of 2026 was $32.9 million, a 2.8% increase from $32.0 million in the first quarter of 2025[103] Segment Performance - Hygiene, Health and Consumable Adhesives segment net revenue decreased by 5.9% to $346.5 million, while adjusted EBITDA increased by 2.3% to $48.0 million[115] - Engineering Adhesives segment net revenue increased by 2.4% to $242.4 million, with adjusted EBITDA rising by 9.0% to $48.2 million[116] - Building Adhesive Solutions segment net revenue decreased by 1.0% to $181.9 million, with adjusted EBITDA slightly declining by 0.9% to $21.6 million[117] Cash Flow and Liquidity - Total cash and cash equivalents as of February 28, 2026, were $107.9 million, up from $105.7 million as of March 1, 2025[120] - Total long and short-term debt was $2,076.1 million as of February 28, 2026, compared to $2,180.0 million as of March 1, 2025[120] - The total debt to total capital ratio was 50.1% as of February 28, 2026, down from 55.1% as of March 1, 2025[120] - Free cash flow for the first quarter of 2026 was $(61.7) million, an improvement from $(85.9) million in the first quarter of 2025[127] - Net cash provided by operating activities was $(4.0) million for the first quarter of 2026, compared to $(52.9) million in the first quarter of 2025[129] - The company expects cash flows from operating activities to be adequate to meet both short-term and long-term liquidity needs[121] Working Capital Management - Changes in net working capital provided a source of cash of $13.7 million in Q1 2026, compared to a cash use of $27.5 million in Q1 2025[130] - Trade receivables generated $39.6 million in cash in Q1 2026, up from $13.9 million in Q1 2025, with Days Sales Outstanding (DSO) at 63 days in 2026 versus 61 days in 2025[130] - Inventory usage increased to $28.9 million in Q1 2026 from $27.1 million in Q1 2025, with inventory days on hand rising to 90 days in 2026 from 79 days in 2025[132] - Trade payables provided a cash source of $3.0 million in Q1 2026, compared to a cash use of $14.3 million in Q1 2025, with Days Payable Outstanding at 77 days in 2026 versus 73 days in 2025[132] Investment Activities - Net cash used in investing activities was $57.4 million in Q1 2026, a decrease from $121.4 million in Q1 2025, with property, plant, and equipment purchases at $57.7 million in 2026 compared to $33.0 million in 2025[133] - No cash was paid for business acquisitions in Q1 2026, while $162.0 million was paid in Q1 2025[134] Financing Activities - Net cash provided by financing activities was $48.7 million in Q1 2026, down from $111.4 million in Q1 2025, with borrowings of $288.1 million in 2026 compared to $526.3 million in 2025[135] Non-GAAP Measures - The company emphasizes the use of non-GAAP measures like Adjusted EBITDA and Free Cash Flow for assessing operational performance and making financial decisions[136]

Corporate Actions - The company implemented a 1-for-10 reverse stock split on September 20, 2024, retroactively adjusting all share and per share amounts in the financial statements [306]. - A 1-for-10 reverse stock split was implemented, adjusting the number of authorized shares to 14,583,333 [333]. - The company acquired 100% of the equity interests of Octomera on January 29, 2024, through a Unit Purchase Agreement, previously deconsolidated from financial statements [322]. - The company entered into an Asset Purchase Agreement with Broaden Bioscience for assets valued at up to $11,000,000, with a debt adjustment of $10,767,000 [331]. - An Asset Purchase Agreement with Theracell was established for an aggregate purchase price of $13,000,000, with a debt adjustment of $10,324,000 [332]. - An Asset Purchase and Strategic Collaboration Agreement with Germfree was signed on April 5, 2024, for the sale of five OMPULs for an aggregate purchase price of $8,340, with $6,720 paid as of December 31, 2024 [326]. Financial Performance - Revenues for the year ended December 31, 2024, were $1,035,000, representing a 95% increase from $530,000 in 2023 [336]. - The company reported an operating loss of $39,768,000 for 2024, compared to a loss of $53,636,000 in 2023 [336]. - Net loss for the year ended December 31, 2024 was $49,013, an improvement from a net loss of $64,918 in 2023 [355]. - The share in net loss of associated company decreased by 99% to $8,000 in 2024 from $734,000 in 2023 [344]. - The company incurred a loss from extinguishment of $5,422,000 in 2024, compared to $283,000 in 2023 [347]. - Financial expenses, net for the year ended December 31, 2024 were $4,508, representing an increase of 80% compared to $2,499 for 2023, primarily due to interest on new loan agreements [349]. - Convertible loans induced conversion expenses for 2024 were $4,304, compared to $0 for 2023, attributed to a charge from a debt equity conversion [350]. - Impairment expenses for 2024 were $18,338, significantly higher than $699 in 2023, due to impairments of goodwill, property, plant and equipment, and intangible assets [351]. - Tax expense for 2024 was $97, a decrease of 79% from $473 in 2023, mainly due to changes in tax treatment of research and experimentation expenditures [352]. Cost Management - Cost of revenues decreased by 69% to $1,928,000 in 2024 from $6,255,000 in 2023, primarily due to reduced costs in the Octomera segment [339]. - Total expenses for selling, general, and administrative costs decreased by 58% to $14,822,000 in 2024 from $35,134,000 in 2023 [341]. - The cost of development services and research and development expenses decreased by 9% to $9,622,000 in 2024 from $10,623,000 in 2023 [340]. Strategic Initiatives - The company plans to out-license therapies for market approval in preferred geographical regions, aiming to lower overall development costs [318]. - The company is expanding its pipeline of innovative therapies designed to optimize production platforms, targeting significantly lower production costs [313]. - The company is developing advanced therapies with the goal of entering into out-licensing agreements, addressing high costs associated with unique production facilities [315]. - The company is focused on partnerships with hospitals and research centers to supply products and develop therapies, leveraging its decentralized cell processing platform [311]. Financial Position - Current assets decreased by $3,315 from December 31, 2023 to December 31, 2024, primarily due to declines in cash and cash equivalents, prepaid expenses, and receivables [353]. - Current liabilities increased by $10,513 between December 31, 2023 and December 31, 2024, mainly due to increases in accounts payable and accrued expenses [354]. - As of December 31, 2024, the company had an accumulated deficit of $224,787 and cash and cash equivalents of approximately $0.1 million, raising substantial doubt about its ability to continue as a going concern [361]. - The company plans to raise additional capital to fund operations and repay outstanding loans, while exploring avenues to increase revenue and reduce capital expenditures [363]. Revenue Recognition - Revenue from POCare Cell processing is recognized either over time or at a point in time, with progress measured based on units produced [384]. - Revenue from hospital supplies is recognized when products and services are received by the customer [383]. Credit Losses - The company has adopted the Current Expected Credit Losses (CECL) standard effective January 1, 2023, to estimate losses from customer payment defaults [386]. - The allowance for estimated credit losses considers historical collection experience and current and future economic conditions [387]. - The company has not experienced significant credit losses in cash and cash equivalents, bank deposits, and certain receivables held with highly rated financial institutions [385].

Financial Performance - Total net revenues for the year ended December 31, 2025, were $20,994,347, representing an increase of $13,379,040, or 175.69%, from $7,615,307 in 2024[196]. - Net income decreased by $703,362, or 90.38%, from $778,236 in 2024 to $74,874 in 2025, primarily due to lower gross profit margins[212]. - Operating income fell by $1,012,988, or 92.98%, from $1,089,420 in 2024 to $76,432 in 2025, reflecting the significant increase in costs relative to revenues[212]. - Gross profit decreased by $697,364, or 47.43%, from $1,470,381 in 2024 to $773,017 in 2025, with a gross margin decline from 19.31% to 3.68%[215]. - Cost of revenues rose by $14,076,404, or 229.07%, from $6,144,926 in 2024 to $20,221,330 in 2025, mainly due to higher costs associated with property purchases and sales through the Cash Offer program[214]. Cash Offer Program - Revenue from property purchases and sales through the Cash Offer program increased by $13,585,858, or 206.84%, from $6,568,404 in 2024 to $20,154,262 in 2025, accounting for 96.00% of net revenues in 2025[198]. - The Cash Offer program allows the company to temporarily acquire residential properties using its own capital, enhancing its ability to attract clients[175]. - The company completed 20 property transactions through the Cash Offer program in 2025, compared to 6 transactions in 2024[199]. - The average transaction price for Cash Offer transactions was approximately $1.02 million in 2025, compared to $1.08 million in 2024[199]. - The cost of property purchases and sales through Cash Offer increased by $14,075,932, or 237.41%, from $5,928,865 in 2024 to $20,004,797 in 2025[208]. Market Strategy and Expansion - The company plans to expand its operations beyond California into major markets across the United States, identifying significant growth opportunities[55]. - Linkhome aims to close most sales within 45 days, significantly improving the efficiency of the home-selling process[34]. - The company is developing an "all-in-one" property platform, planning to add services such as title insurance, escrow, mortgage services, and home maintenance over time[55]. - Linkhome's marketing strategy utilizes AI algorithms for precise customer targeting, enhancing brand awareness and optimizing ad deployment[54]. - The company is gradually expanding its operations into additional markets across the United States[172]. Competition and Market Risks - The company operates in a competitive U.S. housing market with over five million residential transactions annually, facing competition from both traditional brokers and internet-based firms[58]. - The company anticipates intensified competition as new AI-driven brokerage firms emerge and traditional firms adopt new technologies[59]. - The company faces intense competition in the residential brokerage industry, particularly from AI-based brokerages and traditional firms, which may impact its market share[85]. - Historically low home inventory levels in the U.S. could limit the company's growth and transaction volumes, impacting revenue generation[92]. - The company may need to adjust its pricing strategies in response to competitive pressures and fluctuations in transaction volumes, which could affect its ability to compete effectively[86]. Technology and Innovation - The company is developing an artificial intelligence-enabled real estate services platform to improve efficiency and accessibility in residential real estate transactions[173]. - The HomeGPT AI tool provides users with interactive home-buying advice and supports agents with pricing and marketing recommendations[33]. - Investment in research and development is expected to increase to enhance the capabilities of its artificial intelligence real estate platform and improve user experience[55]. - The integration of AI technologies presents operational and reputational risks, with potential for unexpected results that could harm the brand[131]. - The company's technology development efforts are costly and may not yield commercially successful innovations, impacting overall business performance[104]. Regulatory and Compliance Risks - The company is subject to various federal, state, and local laws that are continuously evolving, increasing compliance costs and potential liabilities[93]. - The company is subject to stringent federal and state laws regarding mortgage operations, which could limit its ability to conduct business if compliance is not met[109]. - Changes in privacy laws may increase operating costs and affect the company's ability to market services, with potential fines for non-compliance[126]. - Compliance with new SEC rules on cybersecurity disclosures may increase operational costs and scrutiny of the company's cybersecurity practices[135]. Operational Risks - The company is heavily dependent on the health of the U.S. residential real estate market, with potential risks from economic conditions, interest rates, and local market dynamics[66]. - The company’s ability to provide timely access to real estate listings is critical for attracting consumers, and any disruptions in data access could adversely affect its business[83]. - The company’s website is hosted at a single facility in Phoenix, Arizona, and any outages could significantly disrupt operations[122]. - The complexity of the company's software may lead to undetected errors or vulnerabilities, which could harm service quality and result in reputational damage and loss of revenue[125]. - The company faces significant risks from cybersecurity incidents that could disrupt operations and result in the loss of critical data, potentially leading to significant remediation costs and loss of customer trust[123]. Management and Personnel - The company is dependent on its senior management team, particularly the CEO, and any changes could disrupt business operations[140]. - Attracting and retaining high-quality personnel, especially in technical fields, is critical for the company's growth strategy, with intense competition for talent[142]. - The Chief Executive Officer, Zhen "Bill" Qin, holds approximately 45.85% of the voting securities and plays a central role in developing the artificial intelligence platform and managing the Cash Offer program[143]. Financial Strategy - The company may need to raise additional capital to grow its business and satisfy future liquidity needs, potentially through debt or equity financings, which may be on terms that are dilutive to existing stockholders[145]. - The company has not paid any dividends on its Common Stock to date and does not expect to declare any dividends in the foreseeable future[164].

Production and Revenue Trends - Sypris Technologies experienced a 24% decrease in Class 8 truck production in North America from 2024 to 2025, with a forecasted slight increase in production for 2026 and 2027, followed by a projected 27% increase in 2028 [152]. - Sypris Technologies' net revenue decreased by $23.5 million to $51.7 million in 2025, primarily due to a 24% decline in Class 8 truck production in North America and a $4.8 million revenue reduction from a sub-maquiladora services agreement [178]. - Total net revenue for the company decreased by $20.3 million to $119.9 million in 2025, reflecting a 14.5% decline compared to 2024 [178]. - Sypris Electronics' net revenue increased by $3.2 million to $68.1 million in 2025, driven by ramping production on new programs, despite the completion of shipments under a long-term contract [180]. Financial Performance - Gross profit for Sypris Technologies fell by $6.4 million to $6.4 million in 2025, a 50.1% decrease due to lower production volumes [181]. - Sypris Electronics' gross profit decreased by $4.1 million to $3.0 million in 2025, primarily due to an unfavorable mix of programs and increased costs [182]. - Selling, general and administrative expenses decreased by $1.0 million to $16.0 million in 2025, but increased as a percentage of revenue to 13.3% from 12.1% in 2024 [183]. - The company reported a net loss of $6.3 million for the year ended December 31, 2025, compared to a net loss of $1.7 million in 2024 [190]. Cash Flow and Liquidity - Cash used in operating activities was $5.7 million for the year ended December 31, 2025, impacted by increased inventory and shipment delays [190]. - Net cash used in operating activities was $5.7 million in 2025, compared to cash provided of $2.0 million in 2024 [199]. - The Company received additional loans totaling $5.5 million from Gill Family Capital Management, Inc. (GFCM) in 2024 and 2025 to manage liquidity [191]. - As of December 31, 2025, the Company had approximately $6.8 million in cash and cash equivalents, with $1.8 million held outside the U.S. [194]. - Management believes it will have sufficient liquidity to finance operations for the next twelve months based on current forecasts [192]. - The Company may need to implement cost reduction initiatives or seek additional financing if revenue forecasts are not met [193]. Supply Chain and Operational Challenges - Sypris Electronics faces extended lead times for electronic circuit card assembly, with some components having waiting times of a year or more, and inflationary costs expected to persist through 2026 [155]. - The company anticipates continued supply chain pressures and inflationary cost increases through 2026, which may negatively impact operational results [151]. Government Funding and Defense Contracts - The U.S. government budget request for FY 2026 includes $848.3 billion in discretionary funding and $113.3 billion in mandatory funding for the Department of War (DoW), with a total of over $150 billion in mandatory funding available until September 30, 2029 [158]. - The National Defense Authorization Act for FY 2026 authorizes $901 billion for defense spending, which is an $8 billion increase over the President's budget request [159]. - The company is subject to various factors affecting U.S. government program funding, including budget requests and congressional authorization processes, which can impact financial performance [157]. - The company has been awarded new program contracts in the defense sector, including electronic warfare and infrared countermeasures, with some programs extending into 2026 [156]. Pension and Tax Considerations - The expected return on U.S. pension plan assets for 2025 is set at 3.95% for the Louisville Hourly Plan, 4.65% for the Marion Plan, and 4.45% for the Louisville Salaried Plan [167]. - At December 31, 2025, Sypris has $6.2 million of unrecognized losses related to its U.S. pension plans, with expected contributions of $0.3 million during 2026 [168][169]. - The Company has established a valuation allowance against all U.S. deferred tax assets, expecting to maintain this until profitability is achieved [189]. Future Outlook - The order backlog for Sypris Electronics is expected to support an increase in revenue during 2026 [180]. - The Company had purchase commitments totaling approximately $25.2 million as of December 31, 2025, primarily for inventory [198]. - Net cash provided by investing activities was $2.2 million in 2025, primarily from a sale leaseback transaction [200]. - Net cash provided by financing activities was $0.8 million in 2025, including proceeds from the Note of $3.0 million [202]. - The Company has finance lease obligations of $4.6 million as of December 31, 2025, with a weighted average interest rate of 13.1% [197]. - The Company amended the Note to increase the principal amount to $12.0 million and extend maturity dates for various obligations [196].

Financial Performance - The company has incurred net losses of approximately $9.8 million in 2025, $7.9 million in 2024, and $7.6 million in 2023, with an accumulated deficit of approximately $176.2 million as of December 31, 2025[38]. - The company expects to continue incurring substantial operating losses for the foreseeable future due to ongoing research and development activities[38]. - The company may incur substantial costs in pursuing future capital financing, which could adversely impact its financial condition[44]. - The company has cash and cash equivalents of $5.5 million and short-term deposits of $3.0 million as of December 31, 2025, which are expected to be sufficient for the next twelve months[40]. - The company may face significant additional expenses due to ongoing regulatory obligations and reviews even after obtaining marketing approval for product candidates[135]. Product Development and Regulatory Risks - The company has not yet commercialized any products or technologies and may never achieve profitability[47]. - The product candidates are at various stages of clinical and preclinical development, with none receiving regulatory approval for commercial sale[49]. - The company faces risks related to the failure of product candidates to receive regulatory approvals, which could adversely affect its business and financial condition[50]. - Clinical trials are expensive and time-consuming, with potential delays caused by unforeseen safety issues, regulatory non-acceptance, and manufacturing challenges[60]. - Previous clinical trials for Piclidenoson have not met primary efficacy endpoints, including studies for dry-eye syndrome and glaucoma, which raises concerns about future product development[61]. - The success of the company's product candidates depends on regulatory approvals, which are uncertain and subject to various risks[124]. - Delays or limitations in regulatory approvals could materially affect the company's ability to market its products, impacting financial performance[123]. Market and Competitive Environment - Intense competition exists in the biotechnology and biopharmaceutical industry, with competitors having greater financial resources and research capabilities[75]. - Major competitors in the therapeutic fields include Amgen, J&J, Pfizer, and others, indicating a highly competitive landscape[80]. - Competitors may develop and commercialize products faster, potentially reducing the company's market opportunities[76]. - Factors influencing market acceptance include clinical safety and efficacy, pricing, and the effectiveness of sales and marketing strategies[134]. Management and Operational Risks - The company is dependent on key members of management and consultants, and failure to retain them could have a material adverse effect on its business[33]. - The company is currently dependent on three molecules, Piclidenoson, Namodenoson, and CF602, for potential commercial success, with any safety or efficacy concerns significantly impacting business operations[59]. - The company lacks sales, marketing, and distribution capabilities, which could adversely affect its ability to market product candidates effectively[69]. - The company relies on third parties for manufacturing and supply strategies, and any failure in these areas could adversely affect business operations and financial condition[71]. Legal and Compliance Risks - The company may face significant expenses and liabilities due to litigation or other proceedings related to patents and intellectual property rights, which could adversely affect its financial condition[106]. - Regulatory compliance is critical, as failure to meet ongoing requirements could result in loss of marketing approvals and negatively impact sales[85]. - The company is subject to various regulatory approvals, which can be time-consuming and expensive, potentially diverting management resources[122]. - The company is subject to significant penalties for non-compliance with healthcare laws, including fines up to €20,000,000 or up to 4% of total worldwide annual turnover for GDPR violations[175]. Economic and Geopolitical Risks - The company faces risks from political, economic, and military instability in Israel, which may adversely affect business conditions and financial results[176]. - Continued military escalation in the region may disrupt markets and create uncertainty that could negatively impact the company's business and financial condition[179]. - Economic conditions, including geopolitical events, may adversely affect the company's business and financial results[192]. - The Israeli government currently covers the reinstatement value of direct damages caused by terrorist attacks or acts of war, but this coverage may not be guaranteed in the future[181]. Shareholder and Corporate Governance - The company has not declared or paid any cash dividends on its ordinary shares and does not anticipate doing so in the foreseeable future[205]. - The company may be classified as a Passive Foreign Investment Company (PFIC), which could have negative tax implications for U.S. shareholders[195]. - Shareholder rights are governed by Israeli law, which may differ from U.S. corporate governance practices[186]. - The company is permitted to follow home country corporate governance practices, which may provide less protection to investors compared to U.S. domestic issuers[217].

Financial Performance - The net loss for the quarter ended December 31, 2025, was approximately $4.3 million, compared to approximately $2.3 million for the same quarter in 2024; the net loss for the full year was approximately $15.8 million, compared to approximately $9.0 million in 2024 [16]. - Total operating expenses for the three months ended December 31, 2025, were $16,290,716, a significant increase from $9,528,465 in the same period of 2024, representing a 70% year-over-year increase [22]. - Research and development expenses rose to $9,802,807 for the year ended December 31, 2025, compared to $3,602,632 in 2024, marking a 172% increase [22]. - The net loss for the three months ended December 31, 2025, was $15,804,655, compared to a net loss of $8,962,472 in the same period of 2024, indicating a 76% increase in losses [22]. - Loss per ADS for the year ended December 31, 2025, was $14.80, compared to $68.02 for the year ended December 31, 2024 [22]. - Comprehensive loss for the three months ended December 31, 2025, was $15,805,268, compared to $8,962,472 in the same period of 2024, reflecting a 76% increase [22]. - General and administrative expenses for the three months ended December 31, 2025, were $6,487,909, up from $5,925,833 in 2024, a 9% increase [22]. - Total other income for the three months ended December 31, 2025, was $(486,061), compared to $(565,993) in the same period of 2024, showing a decrease in other expenses [22]. - Unrealized gains for the year ended December 31, 2025, were $(3,980), compared to $(7,502) in 2024, indicating a slight improvement [22]. - Foreign currency translation loss for the year ended December 31, 2025, was $(613), with no loss reported in 2024 [22]. Funding and Financial Position - Quoin Pharmaceuticals closed a private placement financing raising up to $104.5 million in gross proceeds, including $16.5 million at closing and up to $88.0 million upon potential exercise of accompanying warrants [7]. - As of December 31, 2025, Quoin had approximately $18.7 million in cash, cash equivalents, and marketable securities, which is expected to fund operations into 2027 [15]. Product Development and Regulatory Affairs - The U.S. FDA granted Orphan Drug Designation to QRX003 for Netherton Syndrome, providing potential benefits such as market exclusivity and tax credits for clinical testing [8]. - Quoin plans to submit an Investigational New Drug application to the FDA for QRX003 in the second half of 2026, targeting multiple rare genetic diseases [2]. - Quoin expanded its pediatric study of QRX003 to 7 children, the largest cohort of this age group ever studied, demonstrating sustained skin healing and no adverse events [9]. - The company achieved target loadings of 4% and 5% for its proprietary topical rapamycin platforms, with clinical studies planned for the second half of 2026 [14]. - Quoin anticipates reporting topline data from two whole-body clinical trials for Netherton Syndrome in the second half of 2026 [12]. - The U.S. Rare Pediatric Disease Priority Review Voucher program was extended through September 30, 2029, potentially providing Quoin with a voucher valued at $150-$200 million upon approval of QRX003 [5]. Marketing and Outreach - The NETHERTON NOW awareness campaign surpassed 2 million video views and 24 million global impressions, highlighting the company's outreach efforts [6].

Workforce Restructuring - Freightos plans to reduce its global workforce by up to 15% to enhance operating efficiency and support its path to Adjusted EBITDA breakeven by the end of 2026[1][4] - The company anticipates incurring approximately $1.3 million in one-time restructuring charges primarily related to severance and employee benefits during the first nine months of the year[3] - Freightos expects the restructuring to yield annualized cost savings of approximately $4.5 million starting in Q4 2026[3] - Freightos' restructuring actions align with its previously communicated strategy to achieve Adjusted EBITDA breakeven by the end of 2026[4] Growth Initiatives - The company remains committed to investing in growth initiatives across its pricing, procurement, and booking solutions to support its position as the largest global freight booking platform[4] - The company is focused on long-term sustainable growth and aims to create value for customers and shareholders through its digital freight booking platform[3] Technology and Innovation - Freightos emphasizes leveraging advanced technology, including AI, to improve efficiency and streamline operations[2] - The Freightos platform digitizes the trillion-dollar international freight industry, offering a suite of software solutions for pricing, quoting, booking, shipment management, and payments[7] - Freightos provides real-time industry data through Freightos Terminal, which includes leading spot pricing indexes like the Freightos Air Index (FAX) and the Freightos Baltic Index (FBX)[8] Market Risks - The company acknowledges potential risks and uncertainties that could impact its future performance, including market disruptions and competition[5]

Financial Risks and Taxation - The company has estimated net operating loss carry-forwards of $117.1 million for Israeli income tax, $22.3 million for Hong Kong income tax, and $51.2 million for Luxembourg income tax, which may offset future taxable income[126]. - The company's ability to utilize net operating loss carry-forwards may be limited by ownership changes, which could result in increased future tax liabilities[127]. - Changes in international tax legislation, particularly related to the OECD's BEPS project, may increase tax costs and operational expenses for the company[180]. - The implementation of OECD's 'Pillar Two' model rules in 2026 could raise the effective tax rate to a minimum of 15% for multinational enterprises, increasing tax liabilities and compliance complexity[181]. - The company may face additional tax liabilities due to audits or changes in tax law, which could adversely affect financial condition and cash flows[182]. - The Israeli subsidiary's beneficial tax treatment status is at risk, with the standard corporate tax rate currently at 23% if eligibility for tax benefits is not maintained[238]. - The company is subject to Israeli tax laws, which may complicate or deter potential acquisitions due to tax implications for shareholders without tax treaties with Israel[244]. Operational Risks - The company faces risks related to seasonal volume fluctuations, which could adversely impact operating results and financial condition if revenue is lower than expected[106]. - The company is subject to various risks from extreme weather conditions and natural disasters, which can disrupt operations and impact costs and revenues[107][108]. - Labor unrest, including strikes and work stoppages, could adversely affect the company's business operations and results[128]. - The company relies on third-party software and infrastructure, making it vulnerable to disruptions that could affect service availability[129]. - The company may face significant legal liability and financial losses due to potential future developments in global trade tensions and export control regulations[197]. - Any changes in export or import regulations could lead to decreased use of the company's Platform by international users, adversely affecting business and financial results[198]. - The ongoing conflict has led to a catastrophic decrease in transaction volumes and revenue due to the reliance on real-time capacity and pricing data from affected regional hubs[230]. - The company faces potential operational disruptions due to military reserve duty obligations for employees, which may lead to a shortage of skilled labor and loss of institutional knowledge[232]. - The company's operations in the West Bank may be severely impacted by violence, strikes, or military actions, leading to significant negative effects on results of operations[234]. Competition and Personnel Risks - The company faces intense competition for skilled personnel, particularly software engineers, which may lead to increased costs and challenges in retaining key employees[123]. - The company has experienced key personnel departures, including the founder and CFO, which could affect the execution of its business strategy[120]. - Changes in strategic direction and personnel may disrupt operations and lead to increased attrition or reduced productivity[122]. - The company relies on a small, specialized team for the production and calculation of its indexes, which poses a risk if key personnel are lost[110]. - The company may face claims and reputational damage if it fails to accurately calculate and publish its indexes, potentially impacting financial results[112]. Cybersecurity and Data Privacy Risks - Cybersecurity threats are increasing, with the company experiencing actual and attempted cyber-attacks, which could adversely impact operations and reputation[135]. - The company collects and stores sensitive user data, increasing the potential impact of any data breach, which could lead to significant liability and reputational damage[137]. - The company is subject to various data privacy and cybersecurity regulations, including the GDPR and CCPA, which impose significant compliance costs and operational restrictions[160][161][162]. - Non-compliance with GDPR can result in fines of up to €20 million or 4% of annual global revenue, whichever is greater, while the U.K. GDPR allows for fines of up to £17.5 million or 4% of annual global revenue[163]. - The evolving regulatory landscape around AI may require the company to modify its offerings, potentially increasing costs and limiting data collection capabilities[170][171]. - The company faces risks associated with the use of third-party AI models, including potential exposure to copyrighted content and data protection laws[171]. - Compliance with state-level privacy laws, such as the CCPA, may necessitate additional processes, increasing operational costs[161]. - The company has incurred significant expenditures to comply with evolving data protection requirements, which are expected to continue in the near future[166]. Intellectual Property Risks - The company relies on various intellectual property rights, including patents, copyrights, trademarks, and trade secrets, to protect its proprietary technology and data[144]. - The company faces potential legal costs and operational disruptions due to intellectual property infringement claims, which could result in significant damages or ongoing royalty payments[142]. - The company’s exposure to intellectual property infringement claims is expected to grow as the market for optimized global freight solutions expands[143]. - The company’s ability to protect its intellectual property may be compromised by varying levels of protection in different countries, increasing the risk of unauthorized copying[149]. - The company’s pending and future patent or trademark applications may not be approved, potentially limiting its competitive advantage[145]. - The company relies on trade secrets and confidentiality agreements to protect its proprietary information, but remote work may increase the risk of exposure[150]. - The company may need to seek commercial licenses for open-source software if it fails to comply with licensing terms, which could adversely impact its business[155]. Market and Shareholder Risks - Approximately 54% of the company's outstanding shares are held by a limited number of shareholders, leading to concentrated ownership that may influence corporate decisions[265]. - The trading price of Freightos Ordinary Shares has been volatile since the Business Combination in January 2023, often independent of operational performance[251]. - If the market price of Ordinary Shares falls below $1.00 for 30 consecutive business days, the company risks receiving a deficiency notice from Nasdaq, which could lead to delisting[255]. - The exercise price for Freightos Warrants is $11.50 per share, and if the market price does not exceed this before expiration, the warrants may expire worthless[257]. - The company may redeem outstanding Freightos Warrants at a price of $0.01 per warrant, which could disadvantage warrant holders[260]. - The lack of an active trading market for Freightos Ordinary Shares may adversely affect liquidity and price stability[262]. - Concentrated ownership may lead to reduced liquidity and increased price volatility, making it challenging for shareholders to buy or sell significant positions[268]. - Freightos is classified as an "emerging growth company" and will remain so until December 31, 2028, unless it exceeds $1.235 billion in annual gross revenue or meets other criteria[272]. - The company intends to take advantage of reduced reporting requirements, which may result in shareholders having less access to important information[272]. - Freightos expects to issue additional share capital in the future, which will dilute existing shareholders' ownership interests[289]. - The company does not expect to pay dividends in the foreseeable future as it plans to retain funds for business development and growth[291]. - If significant shareholders sell large amounts of Freightos Ordinary Shares, it could lead to a decrease in the market price of the shares[270]. - The company may face increased compliance costs and legal expenses if it loses its foreign private issuer status[278]. - Freightos may experience difficulties in attracting and retaining qualified board members due to the requirements of being a public company[281]. - The company anticipates that changes in laws and regulations regarding corporate governance will increase compliance costs and complexity[282]. - If securities analysts do not publish favorable research, the price and trading volume of Freightos securities could decline significantly[290]. - The company has identified material weaknesses in its internal control over financial reporting, which could impact investor confidence and share price[287]. Insurance and Liability Risks - The company maintains various insurance policies, but claims exceeding coverage could negatively impact operational results[203]. - Rising insurance costs and market conditions may adversely affect the company's financial condition and cash flows[204]. - The company’s commercial insurance does not cover losses from war and terrorism, which could materially adversely affect its business[235]. - The company’s insurance coverage may not be adequate to cover all losses associated with security incidents, leading to potential additional resource expenditures[139].

Financial Performance - Total revenues for 2025 were $102 million, with product revenues at $31 million (3% increase) and service revenues at $71 million (14% increase) compared to 2024[241][242]. - Gross profit margin improved from 69.1% in 2024 to 71.1% in 2025, driven by a decrease in total cost of revenues[245]. - Non-GAAP net income improved to $10.9 million in 2025 from a loss of $53.3 million in 2023, reflecting better operational performance[256]. Expenses - Research and development expenses decreased by $1.6 million, or 6%, to $24.5 million in 2025, representing 25.4% of total revenues[246]. - Sales and marketing expenses slightly decreased to $30.8 million in 2025 from $30.9 million in 2024[247]. - General and administrative expenses increased by $0.9 million, or 7%, to $13.6 million in 2025, but as a percentage of revenues, it decreased to 13.4%[248]. - Operating expenses decreased to $69 million in 2025 from $70 million in 2024, with over 75% attributed to salary expenses[270]. - Inventory net write-off expenses totaled $(0.3) million in 2025, a significant decrease from $3 million in 2024[287]. Cash Flow and Working Capital - As of December 31, 2025, the company had $17.1 million in cash and cash equivalents and $48.7 million in available-for-sale marketable securities, with total working capital of $77.8 million[258]. - Net cash provided by operating activities in 2025 was $17.8 million, consisting of a net income of $3.7 million and an increase of $6.4 million in deferred revenues[260]. - Net cash used in investing activities in 2025 was $28.5 million, primarily due to an investment in available-for-sale marketable securities of $113.7 million[262]. - Net cash provided by financing activities in 2025 was $11.1 million, mainly from the issuance of ordinary shares amounting to $42.3 million[264]. - The company plans to utilize existing cash balances to meet anticipated cash needs for at least the next twelve months, with potential for additional equity or debt financing for future opportunities[259]. Growth and Development - SECaaS revenues reached $26.8 million in 2025, up from $16.5 million in 2024, indicating strong growth in recurring revenue streams[251]. - Capital expenditures were $2.3 million in 2025, with ongoing investments expected to support business growth[267]. - The company had 28 issued U.S. patents as of December 31, 2025, with ongoing evaluations for patent protection[274]. - The company received non-royalty bearing grants from the Israel Innovation Authority and the Spain Tax Authority during 2023, 2024, and 2025, contributing to R&D initiatives[276][277]. Other Financial Information - Financial income increased to $2.6 million in 2025 from $1.9 million in 2024, attributed to higher interest income[249]. - As of December 31, 2025, the company had fixed future minimum lease payments of $5.7 million related to office and car leases[269]. - No impairment losses were recorded during the years 2025 and 2024, with the carrying value of the reporting unit determined to be lower than its fair value[289].

Financial Performance - REX reported full fiscal year 2025 net sales and revenue of $650.5 million, a 1.6% increase from $642.5 million in fiscal year 2024[3] - Gross profit for fiscal year 2025 was $93.7 million, with a gross profit margin of 14%, consistent with fiscal year 2024[3] - Net income attributable to REX shareholders for fiscal year 2025 was $83.0 million, up 42.5% from $58.2 million in fiscal year 2024[4] - Diluted net income per share for fiscal year 2025 was $2.50, compared to $1.65 per share in fiscal year 2024[4] - In Q4 2025, net sales and revenue were $158.0 million, slightly down from $158.2 million in Q4 2024[5] - Q4 2025 gross profit increased to $28.9 million from $17.6 million in Q4 2024, driven by improved ethanol pricing and lower corn costs[5] Tax and Credits - REX recognized approximately $28.1 million in 45Z tax credits during Q4 2025, reducing income tax expense[6] Capital Expenditures and Investments - Total capital expenditures for the One Earth Energy carbon capture and sequestration project and related expansion reached $166 million, with a budget of $220-$230 million[11] - Capital expenditures for the year were $68,439, a decrease from $71,318 in the prior year[24] - Net cash used in investing activities was $87,691, compared to $72,860 in the previous year, indicating increased investment activity[24] - Treasury stock acquired amounted to $33,383, significantly higher than $14,741 in the previous year, reflecting a strategic buyback initiative[24] Cash and Liquidity - As of January 31, 2026, REX had $375.8 million in cash, cash equivalents, and short-term investments, with no bank debt[13] - Cash and cash equivalents at the end of the period were $188,734, down from $196,255 at the beginning of the period[24] Operational Metrics - Net income for the year ended January 31, 2026, was $95,074, an increase of 33.1% compared to $71,486 for the year ended January 31, 2025[24] - Net cash provided by operating activities increased to $117,829, up 83.5% from $64,192 in the previous year[24] - Accounts receivable increased by $6,829, compared to an increase of $1,674 in the previous year, indicating higher sales or credit terms[24] - Inventory changes showed an increase of $3,254, contrasting with a decrease of $4,692 in the previous year, suggesting inventory buildup[24] - The company received dividends from equity method investments totaling $10,526, up from $8,521 in the previous year, indicating improved performance from these investments[24] - The company reported a loss on disposal of real estate and property and equipment of $192, compared to $50 in the previous year, reflecting potential asset management challenges[24] Future Outlook - The company is nearing completion of the expansion of ethanol production at the One Earth facility, expected to be fully operational in fiscal 2026[9]