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 March 31, 2025 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: 001-42211 Voyager Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q For the quarterly period ended March 31, 2025 OR o 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 001-41703 CALIBERCOS INC. (Exact name of registrant as specified in its charter) | Delaware | 47-2426901 | | --- | --- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Commission File Number 001-34941 REPOSITRAK, INC. (Exact name of small business issuer as specified in its charter) Nevada 37-1454128 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 5282 South Commerce Drive, Suite D292, Murray, Utah 84107 (Address of principal executive offices) (435) 645-2000 (Registrant's telephone number) Securities registered pursuant to S ...

Table of Contents Commission File Number 001-34941 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REPOSITRAK, INC. FORM 10-Q (Exact name of small business issuer as specified in its charter) Nevada 37-1454128 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 5282 South Commerce Drive, Suite D292, Murray, Utah 84107 (Address of principal executive offices) (435) 645-2000 (Registrant's telephone number) Indicate by check mark whether the ...

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 March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35212 PIONEER POWER SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 27-1347616 (State or other jurisdiction of incorporation or o ...

Revenue Performance - Revenue for the three months ended March 31, 2025, totaled $2.7 million, a decrease of $1.5 million or 35% compared to $4.2 million for the same period in 2024[228]. - Media and advertising revenue decreased by $93,000, or 7%, to $1.3 million, while publishing and content studio revenue decreased by $1.3 million, or 50%, to $1.3 million[237]. - The number of customers contributing over 10% of revenue increased to three, representing 50% of total revenue, compared to three customers representing 36% in the prior year[237]. - Revenue is expected to be seasonally stronger in the second half of the fiscal year, with the fourth quarter typically representing the highest revenue quarter[235]. Cost and Expenses - Cost of revenue decreased by $955,000, or 39%, to $1.5 million, driven primarily by the 35% decrease in quarterly revenues[229]. - Total operating expenses decreased by $1.5 million, or 24%, to $4.8 million, reflecting a focus on cost reductions and operating efficiencies[230]. - General and administrative expense decreased by $582,000, or 28%, to $1,520,000 from $2,102,000 in the prior year[246]. - Engineering, technology and development expense decreased by $0.8 million, or 45%, driven by a $291,000 reduction in cloud services and a $336,000 reduction in product and engineering personnel expense[245]. - Total noncash stock compensation expense decreased by $48,000, or 14%, to $284,000 from $332,000 in the prior year[240]. - Total amortization expense decreased by $142,000, or 21%, to $541,000 from $683,000 in the prior year[240]. Net Loss and Financial Position - Net loss for the three months ended March 31, 2025, was $4.2 million or $(0.25) per share, compared to a net loss of $5.3 million or $(1.00) per share in the prior year[230]. - As of March 31, 2025, the company reported an accumulated deficit of $274.3 million, with net cash used in operating activities totaling $2.2 million for the three months ended March 31, 2025, compared to $3.7 million for the same period in 2024[262]. - Cash and cash equivalents decreased to $0.7 million as of March 31, 2025, down from $1.3 million at December 31, 2024[261]. - The company incurred total interest expense of $1,402,000 for the three months ended March 31, 2025, significantly higher than $19,000 for the same period in 2024[259]. Financing Activities - The company entered into an underwriting agreement for a public offering of 5,117,647 shares at a price of $0.17 per share, resulting in net proceeds of approximately $700,400[231]. - The Company raised net proceeds of approximately $700,400 from a public offering of 5,117,647 shares at a price of $0.17 per share, with an additional 617,647 shares sold under an option agreement for gross proceeds of approximately $104,999[277]. - The Company reported a net cash provided by financing activities of $1,357,000 for the three months ended March 31, 2025, compared to a net cash used of $430,000 in the same period in 2024[285]. - The Company anticipates seeking additional capital through future issuances of common stock, preferred stock, or debt financings to support its operations and growth[263]. Strategic Agreements and Notes - The company entered into the Agile II Loan Agreement, issuing the Agile II Note with a total interest payment of approximately $1.05 million, requiring 32 equal payments of $110,937 starting February 17, 2025[264]. - The company issued the Diagonal Note for $300,000, maturing on December 30, 2025, with an interest rate of 10% per annum[265]. - The Belleau Purchase Agreement involves issuing Belleau Notes with an aggregate principal amount of $1,500,000, with the first sale generating gross proceeds of $300,000[270]. - The Company continues to explore strategic acquisitions and may need to raise additional equity capital or incur debt to finance these acquisitions[278]. Revenue Recognition and Accounting Estimates - Revenue is recognized when control of goods or services is transferred to customers, with specific criteria including contract approval and collectability assurance[314]. - Management's estimates regarding collectability impact the actual revenue recognized each period, which could materially affect financial results[315]. - Significant judgments and estimates are required to determine performance obligations and the timing of revenue recognition, potentially affecting periodic financial results[316]. - The fair value of certain promissory notes is estimated based on present value calculations using market rates and credit risk, with adjustments recognized in other income[318]. Company Status and Reporting - The Company qualifies as a "smaller reporting company," allowing it to take advantage of certain reporting exemptions under the Exchange Act[321]. - The Company is subject to less rigorous ongoing public reporting requirements, which may result in stockholders receiving less information compared to more mature public companies[322]. - The Company continues to be an "emerging growth company" until December 31, 2024, allowing it to benefit from various reporting exemptions[324].

Revenue Performance - Revenue for the three months ended March 31, 2025, totaled $2.7 million, a decrease of $1.5 million or 35% compared to $4.2 million for the same period in 2024[228]. - Media and advertising revenue decreased by $93,000 or 7% to $1.3 million, while publishing and content studio revenue decreased by $1.3 million or 50% to $1.3 million[237]. - Direct to consumer revenue decreased by $127,000, or 42%, to $179,000 compared to $306,000 in the prior year quarter, primarily due to the sale of Minehut Assets[241]. - Revenue is expected to be seasonally stronger in the second half of the fiscal year, with the fourth quarter typically representing the highest revenue quarter[235]. Cost and Expenses - Cost of revenue decreased by $955,000 or 39% to $1.5 million, driven primarily by the 35% decrease in quarterly revenues[229]. - Total operating expenses decreased by $1.5 million or 24% to $4.8 million, reflecting a focus on cost reductions and operating efficiencies[230]. - Total noncash stock compensation expense decreased by $48,000, or 14%, to $284,000 from $332,000 in the prior year quarter[240]. - Total amortization expense decreased by $142,000, or 21%, to $541,000 from $683,000 in the prior year quarter[240]. - General and administrative expense decreased by $582,000, or 28%, to $1,520,000 from $2,102,000 in the prior year quarter[246]. - Engineering, technology and development expense decreased by $0.8 million, or 45%, driven by a $291,000 decrease in cloud services and a $336,000 decrease in product and engineering personnel expense[245]. Profitability and Loss - Gross profit for the three months ended March 31, 2025, was 44% of revenue, compared to 41% for the prior year quarter[229]. - Net loss for the three months ended March 31, 2025, was $4.2 million or $(0.25) per share, compared to a net loss of $5.3 million or $(1.00) per share in the prior year[230]. - As of March 31, 2025, the company reported an accumulated deficit of $274.3 million[262]. Financing Activities - The company entered into an underwriting agreement for a public offering of 5,117,647 shares at a price of $0.17 per share, resulting in net proceeds of approximately $700,400[231]. - The Company raised net proceeds of approximately $700,400 from a public offering of 5,117,647 shares at a price of $0.17 per share, with an additional 617,647 shares sold under an option agreement[277]. - The Company reported a net cash provided by financing activities of $1,357,000 for the three months ended March 31, 2025, compared to a net cash used of $430,000 in the same period of 2024[285]. - The company plans to use proceeds from the Belleau Notes and the Hudson Offering for working capital and general corporate purposes, including product development and marketing[299][307]. Cash Flow and Liquidity - Cash and cash equivalents decreased from $1.3 million at December 31, 2024, to $0.7 million at March 31, 2025[261]. - The company incurred net cash used in operating activities of $2.2 million for the three months ended March 31, 2025, compared to $3.7 million for the same period in 2024[262]. - Cash and cash equivalents at the end of the period were $747,000, down from $1,310,000 at the beginning of the period[280]. Compliance and Regulatory Matters - The company received multiple deficiency letters from Nasdaq regarding compliance with listing requirements, including a minimum bid price and stockholders' equity[232]. - The Company qualifies as a "smaller reporting company," allowing it to take advantage of certain reporting exemptions under the Exchange Act[321]. - The Company is subject to less rigorous ongoing public reporting requirements, potentially resulting in less information for stockholders compared to larger companies[322]. Strategic Initiatives - The Company is exploring strategic partnerships and other forms of equity or debt financing to support growth and business strategy execution[278]. - The Company intends to use proceeds from the Belleau Notes for working capital and general corporate purposes[273]. Asset Management - The Company recorded a gain on the sale of Minehut Assets totaling $144,000, with an estimated receivable of $619,000 recognized[252]. - The Company received Minehut Purchase Consideration payments totaling $383,000 during the three months ended March 31, 2025, from the sale of its Minehut Assets[283]. Valuation and Accounting Estimates - The fair value of certain promissory notes is estimated based on present value calculations using market rates and credit risk, with adjustments recognized in other income[318]. - The Company elected the fair value option for promissory notes to provide timely information regarding current market value, reflecting market fluctuations[318]. - The fair value of warrants is determined using the Black-Scholes option pricing model, requiring significant judgments regarding volatility and interest rates[320].

Financial Performance - Total revenues for Q1 2025 were $8.6 million, a 9% increase from the same period last year[3] - The net loss for Q1 2025 was $4.2 million, or $(0.47) per share, compared to a net loss of $10.4 million, or $(2.88) per share, for the prior-year quarter[8] - Adjusted EBITDA improved from $(4.6) million in Q1 2024 to $(4.4) million in Q1 2025[9] - The net loss for the three months ended March 31, 2025, was $4,203 million, a significant improvement from a net loss of $10,437 million in the same period of 2024[19] - Adjusted EBITDA for the period was $(4,378) million, slightly better than the $(4,577) million reported in the previous year, indicating a narrowing loss[19] - The adjusted EBITDA margin improved to -51.0% from -57.9% year-over-year, reflecting better operational efficiency[19] - Overall, the financial results indicate a trend towards improved performance and reduced losses compared to the previous year[19] Cash and Expenses - Cash and cash equivalents decreased to $1.8 million as of March 31, 2025, down from $5.9 million on December 31, 2024[3] - Total operating expenses for Q1 2025 were $13.1 million, a slight decrease from $13.4 million in Q1 2024[5] - Selling, general and administrative expenses decreased by $0.6 million, or 6.5%, compared to Q1 2024[6] - Interest expense, net decreased to $106 million from $1,407 million, showing a substantial reduction in financing costs[19] - Depreciation and amortization expenses decreased to $29 million compared to $128 million in the prior year, indicating lower asset depreciation[19] - Stock-based compensation increased slightly to $239 million from $228 million, reflecting ongoing employee incentive programs[19] - The company reported no loss on debt extinguishment in the current period, compared to a loss of $316 million in the previous year[19] Research and Development - Research and development expenses increased by $1.2 million compared to Q1 2024, attributed to the assumption of all clinical trial activities for Ameluz in the U.S.[7] - The company achieved a key milestone in the Phase 3 study of Ameluz and RhodoLED photodynamic therapy, with the last patient completing the 1-year follow-up visit in December 2024[3] - The final patient was enrolled in the Phase 3 clinical trial evaluating Ameluz for treating mild to moderate actinic keratoses[3] - A patent approval was received for a revised formulation of Ameluz, extending protection through December 2043[3] Fair Value and Liabilities - The change in fair value of warrant liabilities resulted in a loss of $548 million, a significant decrease from a loss of $3,429 million in the previous year[19] - The change in fair value of investment related to a party was negligible, with no significant impact reported[19]

Financial Performance - Sales increased by $3.2 million to $11.6 million for the three months ended March 31, 2025, representing a 38% increase compared to the same period in 2024[78] - Gross profit rose to $1.5 million, an 86% increase from $786,000 in the prior year[78] - The net loss for the three months ended March 31, 2025, was $37.7 million, a 57% increase from the net loss of $24.1 million in the same period in 2024[78] - Interest expense increased by $9.2 million for the three months ended March 31, 2025, primarily due to a $3.4 million increase in the principal amount outstanding on the Senior Facility and a $5.6 million decrease in capitalized interest compared to the prior year[90] - As of March 31, 2025, the company had an accumulated deficit of $460.9 million and cash and cash equivalents of $28.4 million[91] - Net cash used in operating activities was $9.6 million for the three months ended March 31, 2025, due to a net loss of $37.7 million[102] - Net cash provided by financing activities was $35.5 million for the three months ended March 31, 2025, including $21.5 million from the issuance of Series A Preferred Stock[105] - Net cash used in investing activities was $5.0 million for the three months ended March 31, 2025, primarily for purchases related to the Washington and Texas facilities[104] - The company has incurred losses and generated negative cash flows from operations since inception, indicating ongoing financial challenges[91] Operational Developments - The company operates six facilities, with significant production increases from the Georgia, Texas, and Washington facilities[79] - The Texas facility is undergoing a reconfiguration to produce both head lettuce and cut products, expected to begin commercial production in Q2 2025[72] - The company plans to expand its product offerings to include new varieties of fresh greens, herbs, and berries[71] - The company has secured an offtake agreement with Sam's Club for leafy greens production through September 2028[70] Sustainability Initiatives - The company utilizes 90% less water and land compared to traditional agriculture, enhancing sustainability[69] Financial Obligations - The principal amount due under the credit facility with Cargill Financial totaled $312.0 million, with various financial covenants that could risk default if not complied with[92] - Future aggregate financing obligation payments total $141.2 million, with significant payments due in the years following 2025[100] - The maturity date of the Senior Facility is December 31, 2035, with specific repayment terms starting from 2027[98] - The company expects interest expense to decrease by at least 50% following the Eleventh Amendment to the Senior Facility with Cargill Financial, which resulted in a lower principal balance and reduced interest rate[95] Expense Trends - Research and development expenses surged by $3.5 million to $7.0 million, a 100% increase year-over-year[78] - General and administrative expenses increased by $2.3 million to $8.1 million, a 39% rise compared to the previous year[78]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period ended March 31, 2025 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 001-38868 Beam Global (Exact name of Registrant as specified in its charter) Nevada 26-1342810 (Stat ...