Financial Results Announcement - Catheter Precision, Inc. announced its financial results for the three and nine months ended September 30, 2025[4]. - The press release detailing the financial results was issued on November 13, 2025[4]. - The financial results include key metrics that will be detailed in Exhibit 99.1 attached to the report[5]. Company Information - The company is listed on the NYSE American under the trading symbol VTAK[2]. - The company is based in Fort Mill, SC, with a principal executive office address provided[1]. Regulatory Compliance - The report indicates that Catheter Precision, Inc. is not an emerging growth company[3]. - The report does not incorporate any information as "filed" under the Securities Exchange Act of 1934[5]. - The report is part of the requirements set forth by the Securities Exchange Act of 1934[8]. Report Details - The Chief Financial Officer, Philip Anderson, signed the report on November 14, 2025[10]. - The report includes an interactive data file formatted as inline XBRL[6].

Revenue Performance - For the three months ended September 30, 2025, total revenues decreased by 46% to $337,288 from $624,464 in the same period of 2024[130]. - Service revenues fell by approximately 35% to $19,960, primarily due to a lower volume of marketing services provided[132]. - Product revenues decreased by 47% to $317,328, attributed to reduced sales volume and lower customer traffic on the CWS Platform[133]. - Total revenues for the nine months ended September 30, 2025, were $1,265,156, down 24% from $1,663,475 in 2024, with product revenues decreasing by 26% to $1,152,521[142]. Profitability and Losses - Gross profit for the three months ended September 30, 2025, was $1,232, a significant improvement from a gross loss of $62,051 in 2024[131]. - The company reported a net loss of $16,828,913 for the three months ended September 30, 2025, compared to a net loss of $3,363,380 in the same period of 2024, representing a 400% increase in losses[131]. - Net loss for the nine months ended September 30, 2025, was $21,420,945, compared to a net loss of $8,000,066 in 2024, representing an increase in losses of 168%[152]. - Other income (expense) for the nine months ended September 30, 2025, reflected a net expense of approximately $12,989,795, compared to net other income of $250,661 in 2024, primarily due to a $13.0 million legal settlement expense[151]. - Gross profit for the nine months ended September 30, 2025, was $115,896, a significant improvement from a gross loss of $293,738 in 2024, reflecting a 139% increase[148]. Expenses - General and administrative expenses increased by 128% to $3,470,033, mainly due to higher legal fees incurred during the period[137]. - General and administrative expenses increased by 72% to $7,700,806 for the nine months ended September 30, 2025, compared to $4,486,641 in 2024, mainly due to higher legal costs[149]. - Sales and marketing expenses for the nine months ended September 30, 2025, were $846,240, a decrease of 76% compared to $3,470,348 in 2024, primarily due to the absence of website development costs and reduced advertising expenses[150]. Capital and Financing - The company issued 11,073,489 shares of common stock under an at-the-market offering agreement, generating net proceeds of $31,642,347[116]. - The company raised $47,252,830 in net proceeds through the issuance of common stock during the nine months ended September 30, 2025, compared to a net cash used in financing activities of $562,915 in 2024[154]. - Cash and cash equivalents as of September 30, 2025, were $10,039,230, an increase from $5,386,789 as of December 31, 2024[153]. - The company expects to continue incurring losses and requires additional capital to operate, indicating potential future equity offerings or debt financing[156]. Strategic Initiatives - The company plans to pursue opportunistic acquisitions to enhance its market position and expand its brand presence in the alcoholic beverage space[129]. - The company has established a wholly owned subsidiary, SWOL Holdings Inc., and formed another subsidiary, YHC Online Limited, in Hong Kong to support its growth strategy[115].

Financial Performance - Net income loss for the three months ended September 30, 2025, was $17,907 thousand, compared to a net income of $9,747 thousand for the same period in 2024[20]. - Total revenues for the six months ended September 30, 2025, were $(15,386) thousand, a significant decrease from $18,607 thousand in the same period of 2024[20]. - The company reported a net loss attributable to common shareholders of $(3,629) thousand for the three months ended September 30, 2025, compared to a net income of $12,914 thousand in the same period of 2024[20]. - For the three months ended September 30, 2025, the net income (loss) was $(15,970) thousand, compared to a net income of $12,914 thousand for the same period in 2024, indicating a significant decline[22]. - The company reported a total comprehensive loss of $(3,537) thousand for the three months ended September 30, 2025, compared to a comprehensive income of $12,940 thousand in the same period of 2024[20]. - For the six months ended September 30, 2025, the net loss was $113.914 million, compared to a net loss of $68.705 million for the same period in 2024[24]. - The net loss attributable to common shareholders for Q3 2025 was $3.6 million, compared to a net income of $12.9 million in Q3 2024[82]. - For the six months ended September 30, 2025, the net loss attributable to common shareholders was $68.7 million, a significant decline from a net income of $60.6 million in the same period of 2024[82]. Assets and Liabilities - Total assets decreased from $354,875 thousand as of March 31, 2025, to $316,233 thousand as of September 30, 2025, representing a decline of approximately 10.8%[19]. - Total liabilities increased from $299,274 thousand to $368,534 thousand, marking an increase of about 23.2%[19]. - The total equity as of September 30, 2025, was $90,526 thousand, a decrease from $251,052 thousand reported on June 30, 2024[22]. - The accumulated deficit increased from $(2,008,052) thousand to $(2,076,757) thousand, reflecting a rise of about 3.4%[19]. - The accumulated deficit increased to $(2,076,757) thousand as of September 30, 2025, compared to $(1,998,633) thousand as of September 30, 2024[22]. - The total equity deficit increased from $2.008 billion as of March 31, 2025, to $2.077 billion by September 30, 2025[24]. Cash Flow and Investments - Cash and cash equivalents increased from $1,346 thousand as of March 31, 2025, to $4,902 thousand as of September 30, 2025, indicating a growth of approximately 263%[19]. - Cash flows from operating activities resulted in a net cash used of $(25,364) thousand for the six months ended September 30, 2024, compared to $(19,259) thousand for the same period in 2023[29]. - The company reported net cash provided by investing activities of $42,825 thousand for the six months ended September 30, 2024, compared to $11,164 thousand for the same period in 2023, showing an increase in investment activity[29]. - The cash and cash equivalents at the end of the period were $4,902 thousand as of September 30, 2024, compared to $4,796 thousand at the end of the same period in 2023[29]. Shareholder Equity and Stock - Class A basic net income (loss) per share was $(0.37) for the three months ended September 30, 2025, compared to $2.98 for the same period in 2024[20]. - The company issued Class A common stock to settle liabilities amounting to $26 thousand during the three months ended September 30, 2025[22]. - The total shares of Class A common stock decreased from 4,006 thousand on June 30, 2024, to 4,580 thousand on September 30, 2024[22]. - The company issued 1,179,946 shares of Series B Resettable Convertible Preferred Stock during the six months ended September 30, 2025[198]. - The maximum number of Class A common shares that can be issued upon conversion of the Series B preferred stock is 51,531,744 shares[205]. Debt and Financing - The company has substantial doubt about its ability to continue as a going concern, with financial statements prepared on a going concern basis[55]. - The company entered into a three-year $25 million term loan with HH-BDH LLC, which was fully drawn upon closing to fund product development and working capital[51]. - The Company has been in default on certain financial covenants, including delayed interest and principal payments, but is actively negotiating waivers with the lender[164]. - The Company has accrued interest of $24.0 million as of September 30, 2025, and $18.6 million as of March 31, 2025, included in other liabilities[144]. - Events of default were declared on April 14, 2025, due to the Company's failure to pay outstanding obligations, resulting in immediate repayment of all amounts due[148][150]. Regulatory and Strategic Developments - The company completed a de-SPAC merger transaction with Avalon Acquisition, Inc. on June 7, 2023, and began trading on the Nasdaq Global Market on June 8, 2023[34]. - The company has received regulatory approval for its subsidiary to operate as a registered transfer agent and intends to provide various services for customers[43]. - The company plans to expand its product offerings through Ben Insurance Services and Ben Markets, including customized insurance products and broker-dealer services[42]. - The company intends to resubmit its application for an insurance charter in the future after previously withdrawing it[42]. Accounting and Reporting - The consolidated financial statements include the accounts of the company and its subsidiaries, prepared in accordance with U.S. GAAP[65]. - The company is assessing the impact of new accounting standards, including ASU 2024-03 and ASU 2023-09, on its financial statements and disclosures[72][73]. - The company has made significant estimates related to fair value determinations and credit loss allowances that could impact reported results[70]. Investment Performance - As of September 30, 2025, the total investments at fair value held by the Customer ExAlt Trusts amounted to $243.978 million, a decrease of $47.8 million from $291.371 million as of March 31, 2025[102]. - The fair value of public equity securities was $4.376 million as of September 30, 2025, compared to $4.065 million as of March 31, 2025[107]. - The investments in alternative assets decreased from $259.113 million to $211.324 million, primarily due to the disposition of certain limited partnership interests and downward adjustments of NAV[102]. - The company recognized nil credit-related losses on its investment in debt securities available-for-sale during the three months ended September 30, 2025[111].

Revenue and Income - For the three months ended September 30, 2025, real property rental revenue was $350,099, an increase of $4,940 or 1.4% compared to $345,159 for the same period in 2024[264]. - For the nine months ended September 30, 2025, real property rental revenue was $1,050,305, an increase of $62,671 or 6.3% compared to $987,634 for the same period in 2024[264]. - Real property operating income for the three months ended September 30, 2025 was $115,733, an increase of $16,102 or 16.2% compared to $99,631 for the same period in 2024[268]. - Real property operating income for the nine months ended September 30, 2025 was $284,472, an increase of $90,980 or 47.0% compared to $193,492 for the same period in 2024[268]. - For the nine months ended September 30, 2025, the company reported income from Lab Services MSO of $392,677, which included its share of net income and amortization of identifiable intangible assets[270]. Expenses and Losses - The company incurred a working capital deficit of approximately $11,515,000 at September 30, 2025, with recurring net losses of approximately $16,195,000 for the nine months ended September 30, 2025[253]. - The company generated negative cash flow from operating activities of approximately $4,389,000 for the nine months ended September 30, 2025[253]. - For the three months ended September 30, 2025, advertising and marketing expenses increased by $104,287, or 72.1%, compared to the same period in 2024, while for the nine months, the increase was $390,329, or 154.7%[273]. - Professional fees for the three months ended September 30, 2025, rose by $945,150, or 311.6%, primarily due to increased consulting and legal service fees related to a potential merger with YOOV Group[275]. - Compensation and related benefits decreased by $112,976, or 32.9%, for the three months ended September 30, 2025, and by $159,333, or 15.1%, for the nine months, mainly due to reduced compensation for the executive officer[275]. - Miscellaneous taxes increased by $31,600, or 263.3%, for the three months ended September 30, 2025, primarily due to an increase in Delaware state franchise tax[275]. - Loss from operations for the three months ended September 30, 2025, was $76,193, a decrease of $1,193,768, or 94.0%, compared to the same period in 2024[277]. - Net loss for the three months ended September 30, 2025, was $254,268, a decrease of $1,424,932, or 84.9%, compared to the same period in 2024[282]. - The net loss attributable to common shareholders for the nine months ended September 30, 2025, was $16,032,504, or $6.10 per share, representing an increase of $10,853,765, or 209.6%[284]. - Comprehensive loss for the three months ended September 30, 2025, was $253,997, compared to $1,676,157 for the same period in 2024[286]. Cash Flow and Capital - As of September 30, 2025, the company's cash balance was approximately $334,000, a decrease from $2,856,000 on December 31, 2024[288]. - The working capital deficit increased by $868,585 to $11,514,642 at September 30, 2025, compared to $10,646,057 at December 31, 2024, primarily due to a decrease in cash and increases in accrued liabilities[290]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $4,388,557, reflecting a consolidated net loss of approximately $16,195,000[292]. - Net cash flow provided by investing activities was $752,635 for the nine months ended September 30, 2025, compared to a net cash flow used of $100,000 for the same period in 2024[295]. - Net cash flow provided by financing activities was $1,112,871 for the nine months ended September 30, 2025, down from $4,726,942 in the same period of 2024[296]. - The company expects cash used in operating activities to increase in the next 12 months due to new product development and increased marketing efforts[294]. - The company estimates that its available cash will be insufficient to meet its cash requirements under current operating expectations, necessitating significant additional capital[298]. Operational Changes and Future Outlook - The company suspended all research and development efforts related to cellular therapy to focus on product commercialization[251]. - The KetoAir breathalyzer device is registered with the U.S. FDA as a Class I medical device and is marketed for the diabetes and obesity markets[244][247]. - The company sold its 40% equity interest in Lab Services MSO on February 26, 2025, resulting in no income from this investment for the three months ended September 30, 2025[269]. - The company faces substantial doubt about its ability to continue as a going concern, dependent on raising additional capital and generating sufficient revenues[287]. - The unrealized foreign currency translation gain for the nine months ended September 30, 2025, was approximately $700, compared to $2,800 for the same period in 2024[299]. - The company has ceased all operations in China since 2022, limiting exposure to foreign currency exchange rate fluctuations[299]. - The increase in working capital requirements is attributed to financing current business operations and capital for acquisitions[301].

Financial Performance - Net sales for Q3 2025 were $10.3 million, a decrease of 17.9% compared to $12.6 million in Q3 2024[3] - For the nine months ended September 30, 2025, net sales were $35.1 million, down from $40.2 million in the same period of 2024[5] Profitability - Gross profit for Q3 2025 was $2.3 million, with a gross margin of 22.3%, up from 15.5% in Q3 2024[4] - Adjusted EBITDA for the nine months ended September 30, 2025, was $2.7 million, compared to $2.6 million in 2024[5] - Gross profit for the nine months ended September 30, 2025, was $6.4 million, with a gross margin of 18.1%[9] - Net loss for Q3 2025 was $44,000, significantly improved from a net loss of $404,000 in Q3 2024[4] - Operating loss for the nine months ended September 30, 2025, was $422,000, compared to an operating income of $560,000 in 2024[9] Operating Expenses - Operating expenses for Q3 2025 were $2.0 million, an increase of 5.6% from $1.9 million in Q3 2024[4] Future Outlook - The company aims to drive profitability and operational efficiency as it enters Q4 2025[8] - Air Industries Group will host a conference call on November 17, 2025, to discuss these financial results[11]

Telemedicine Services - The company focuses on men's wellness telemedicine services, particularly in erectile dysfunction, hair loss, testosterone therapies, and weight management[374]. - The company operates its telehealth services through the website www.MangoRX.com[374]. - The company anticipates that healthcare professionals will prescribe products based on individual patient needs and medical history[377][382][388]. Product Information - The Mango ED product includes Sildenafil (50mg or 100mg), Tadalafil (10mg or 20mg), Oxytocin (100 IU), and L-Arginine (50mg) but has not been FDA approved[376][378]. - The Mango GROW product contains Minoxidil (2.5mg), Finasteride (1mg), Vitamin D3 (2000 IU), and Biotin (1mg) and is also not FDA approved[380][382]. - The SLIM product includes Vitamin B6 (10mg) and Semaglutide in varying doses (0.5mg to 2.0mg) and is produced under an exemption from FDA approval[384][385]. - The MOJO product consists of DHEA (10mg), Pregnenolone (5mg), and Enclomiphene Citrate (25mg) and is not FDA approved[387][388]. - All compounded products are produced by Epiq Scripts, LLC, a related party pharmacy[375]. - The compounded products can be replicated by other companies since the formulas are publicly disclosed[378][383]. - The company markets 'PRIME' by MangoRx, an FDA-approved oral Testosterone Replacement Therapy (TRT) product, which has shown 96% efficacy by day 90 in Phase 3 clinical research[391]. Financial Agreements and Funding - The company entered into a Consulting Agreement with ArcStone, issuing 100,000 shares valued at $257,000 for financial advisory services[399]. - An Intellectual Property Purchase Agreement was signed with Smokeless Technology Corp., involving the acquisition of certain IP for 1,600,000 shares and a 10% royalty on gross sales of related products[400]. - The company entered into a Master Distribution Agreement with PrevenTech, granting exclusive rights to sell antiviral products, with a revenue share of 10% from net sales[409]. - The company borrowed $500,000 from Indigo Capital LP, with an interest rate of 18% per annum, and later amended the note to allow conversion into shares at $1.50 per share[411][413]. - A Terms of Service Agreement with Levo Healthcare Consulting was established for digital marketing services, involving 120,000 shares and a revenue share of 4% from generated revenue[415]. - The company has a perpetual agreement with PrevenTech, with rights becoming non-exclusive if $5 million in gross sales is not achieved within 18 months[409]. - The company has agreed to pay a royalty of 10% on gross worldwide sales of products associated with the Purchased IP, effective from April 23, 2026[401]. - The company may seek additional funding through equity or debt financings, which could result in significant dilution to existing shareholders[442]. - The company anticipates needing additional funding to support operations for the next 12 months and may seek to raise funds through debt or equity offerings[540]. Financial Performance - Revenues for the three months ended September 30, 2025, were $84,246, a decrease of 37% from $133,368 in the same period of 2024, primarily due to issues with the transition to a new telehealth platform[445]. - General and administrative expenses decreased to $306,001 for the three months ended September 30, 2025, from $523,855 in 2024, mainly due to reductions in insurance and software expenses[449]. - Stock-based compensation increased significantly to $6,587,293 for the three months ended September 30, 2025, compared to $567,619 in 2024, attributed to greater use of equity-based incentives and a higher stock price[451]. - The net loss for the three months ended September 30, 2025, was $7,618,776, an increase of 281% from a net loss of $1,999,694 in the same period of 2024, primarily due to stock-based compensation[454]. - For the nine months ended September 30, 2025, revenues were $361,661, down 29% from $510,626 in 2024, again due to the transition to the new telehealth platform[455]. - Total current liabilities as of September 30, 2025, were $804,275, including $526,964 in accounts payable and accrued liabilities[470]. - The company had a total accumulated deficit of $39.5 million as of September 30, 2025[471]. - Cash on hand increased to $481,281 as of September 30, 2025, from $58,653 at the end of 2024, primarily due to financing activities[468]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $4,772,494, mainly due to a net loss of $17,854,207[476]. Stock and Equity Transactions - The Company issued 709,677 shares of restricted common stock for $1.55 per share, totaling $1,100,000 from accredited investors in August 2025[435]. - The Follow On Offering closed on December 19, 2023, resulting in the sale of 266,667 shares for total gross proceeds of $1.2 million[504]. - The net proceeds from the Offering were approximately $1.0 million, allocated for marketing and operational expenses related to Mango ED and GROW products[505]. - The Company issued a common stock purchase warrant for 18,667 shares at an exercise price of $5.70, valid until December 14, 2029[507]. - The April 2024 SPA was amended to expand the total purchase amount to $2.5 million, including 2,500 shares of Series B Convertible Preferred Stock[510]. - The April 2024 Purchaser converted 355 shares of Series B Convertible Preferred Stock into 128,245 shares of common stock at a conversion price of $3.05 per share[513]. - The April 2024 Purchaser converted 390 shares of Series B Convertible Preferred Stock into 160,222 shares of common stock at conversion prices ranging from $2.36 to $3.12 per share[516]. - The Tiger Cub Note was amended to allow conversion into shares of common stock at a conversion price of $1.785 per share[502]. - The Company granted Tiger Cub warrants to purchase 50,000 shares of common stock as part of the amended agreement[491]. - During the quarter ended March 31, 2025, holders of Series B Convertible Preferred Stock converted 1,438 shares into 623,333 shares of common stock at a conversion price of $1.00 per share[517]. - For the quarter ended June 30, 2025, holders converted 850 shares into 1,001,733 shares at conversion prices between $1.50 and $2.25 per share[518]. - The conversion price for Series B Convertible Preferred Stock was reduced to a fixed price of $1.50 per share from $2.25, effective March 17, 2025[519]. - As of September 30, 2025, the Company sold 666,667 shares under the Equity Line of Credit (ELOC) for gross proceeds of $1,787,580[525]. - The Company entered into a $25 million Equity Purchase Agreement on April 5, 2024, allowing the purchase of common stock over a two-year period[521]. - On June 10, 2025, the Company sold 261,667 shares of common stock under the ELOC for a total of $366,830, net of fees[524]. - The Company sold 250 shares of Series B Preferred Stock for $250,000 and warrants to purchase 330,000 shares at an exercise price of $2.71 per share in December 2024[526]. - The Investor Warrants have an exercise price of $3.00 per share and a term through May 23, 2028[536]. - The Company sold 70,000 shares of restricted common stock for $105,000 at $1.50 per share on February 3, 2025[532]. Accounting and Compliance - The company has implemented all new accounting pronouncements that may impact its financial statements and does not anticipate any material impact from recently issued standards that are not yet effective[549]. - In November 2023, the FASB issued ASU No. 2023-07, which updates reportable segment disclosure requirements, effective for annual periods beginning after December 15, 2023[551]. - ASU No. 2023-09, issued in December 2023, requires disaggregated information about a reporting entity's effective tax rate reconciliation, effective for annual periods beginning after December 15, 2024[552]. - The company classifies currently issued warrants in conjunction with its ordinary shares in permanent equity, measured at fair value[547]. - Stock-based compensation is accounted for based on the fair value of the award at the reporting date, impacting the financial statements significantly[543]. - The company utilizes the Black-Scholes option pricing model to estimate the fair value of stock options, which is influenced by various complex variables[544]. - The company has elected to take advantage of the extended transition period under the JOBS Act for complying with new accounting standards until it is no longer classified as an emerging growth company[548]. - Critical accounting policies reflect significant estimates and assumptions used in the preparation of the condensed consolidated financial statements[543]. - The company believes its financial statements are fairly stated in accordance with GAAP, despite inherent uncertainties in estimates[543]. - Changes in assumptions regarding stock-based awards can materially affect the fair value and the recognized compensation expense[544].

Acquisition Details - Repare Therapeutics has entered into a definitive agreement to be acquired by XenoTherapeutics, with shareholders expected to receive approximately US$1.82 per share plus one contingent value right (CVR) per common share[1][2]. - The transaction is expected to close in the first quarter of 2026, pending shareholder and court approvals[1][5]. - Repare's Board of Directors unanimously approved the transaction, determining it to be in the best interests of the company and its stakeholders[1][4]. - The Arrangement Agreement includes a termination fee of US$2.0 million payable by Repare under certain circumstances[1][6]. - The company will cease to be a reporting issuer under Canadian securities laws and will deregister its common shares under the U.S. Securities Exchange Act of 1934 following the transaction[1][7]. Financial Performance - Revenue from collaboration agreements for the three months ended September 30, 2025, was $11.6 million, compared to nil for the same period in 2024[1][14]. - Net income for the three months ended September 30, 2025, was $3.3 million, or $0.08 diluted per share, contrasting with a net loss of $34.4 million, or $0.81 per share, for the same period in 2024[1][17]. - Research and development expenses for the three months ended September 30, 2025, were $7.5 million, down from $28.4 million for the same period in 2024[1][17]. - Total operating expenses for the nine months ended September 30, 2025, were $68,759,000, down from $116,352,000 for the same period in 2024, representing a reduction of approximately 41%[26]. - The company reported a comprehensive income of $3,280,000 for the three months ended September 30, 2025, compared to a comprehensive loss of $34,132,000 for the same period in 2024[26]. Cash and Assets - As of September 30, 2025, Repare reported cash, cash equivalents, and marketable securities totaling $112.6 million, an increase from $109.5 million as of June 30, 2025[1][14]. - Cash and cash equivalents decreased from $84,717,000 as of December 31, 2024, to $72,825,000 as of September 30, 2025, a decrease of approximately 14%[24]. - Total current assets decreased from $171,149,000 as of December 31, 2024, to $124,426,000 as of September 30, 2025, a decline of approximately 27.3%[24]. - Total liabilities decreased from $25,375,000 as of December 31, 2024, to $11,620,000 as of September 30, 2025, a reduction of approximately 54.2%[24]. - The accumulated deficit increased from $(417,798,000) as of December 31, 2024, to $(461,327,000) as of September 30, 2025[24]. Shareholder Information - Repare's ongoing efforts to license or dispose of its product candidates may increase the estimated Closing Net Cash Amount, benefiting shareholders[1][3]. - Basic net income per share for the three months ended September 30, 2025, was $0.08, compared to a loss of $(0.81) for the same period in 2024[26]. - The number of common shares outstanding increased from 42,510,708 as of December 31, 2024, to 42,985,755 as of September 30, 2025[24].

Cancer Treatment Development - The company is focused on developing treatments for adult and pediatric cancer, with one early-clinical-stage program (QN-302) and one preclinical program (Pan-RAS) [183] - QN-302 is a small molecule G-quadruplexes selective transcription inhibitor aimed at inhibiting cancer cell proliferation, particularly in pancreatic cancer [184] - The Pan-RAS program targets mutated RAS genes, potentially effective in treating approximately 25% of all cancers, including pancreatic, colorectal, and lung cancers [185] Financial Agreements and Funding - A Co-Development Agreement with Marizyme, Inc. includes a 33% royalty on net sales of DuraGraft™ after a cumulative total of $500,000 in sales, with $700,000 already provided in funding [186] - A Subscription Agreement with investors, including Faraday Future, raised $41.0 million, with $6.8 million allocated for debt repayment and business operations [191] - The company entered into a Co-Development Agreement with Marizyme, Inc., agreeing to pay up to $1.75 million in funding payments and an exclusivity fee of $200,000 [252] Profitability and Financial Performance - The company does not expect to be profitable until its therapeutic products are commercialized, leading to a slowdown in development and implementation of expense controls starting Q2 2024 [188] - The company expects to continue incurring net losses and negative cash flow from operations, raising substantial doubt regarding its ability to continue as a going concern [235] Expenses and Losses - General and administrative expenses increased from $1.1 million in Q3 2024 to $1.9 million in Q3 2025, a 72% increase, primarily due to a $1.3 million rise in professional fees [204] - Research and development expenses decreased from approximately $123,000 in Q3 2024 to approximately $105,000 in Q3 2025, a 15% decrease, mainly due to slowed R&D activities [205] - Total expenses for Q3 2025 were $1.4 million, compared to $1.3 million in Q3 2024, reflecting an increase of approximately 12.7% [203] - Net loss from continuing operations for Q3 2025 was $2.0 million, compared to a net loss of $1.8 million in Q3 2024, representing an increase of 13.5% [203] - General and administrative expenses for the nine months ended September 30, 2025, were $5.8 million, up from $3.2 million in the same period of 2024, a 78% increase [216] - Research and development expenses for the nine months ended September 30, 2025, decreased to $0.2 million from $1.2 million in 2024, an 81% decrease [217] - The loss from continuing operations for the nine months ended September 30, 2025, was $6.5 million, up from a loss of $5.3 million in the same period of 2024, reflecting a year-over-year increase of approximately 23% [256][257] Cash Flow and Financial Position - As of September 30, 2025, the company had approximately $38.8 million in cash and net accounts payable of approximately $1.3 million, with an accumulated deficit of $129.6 million [231] - The company used cash of $4.8 million and $6.4 million in operations for the nine months ended September 30, 2025, and the year ended December 31, 2024, respectively [231] - The company raised a total of $44.2 million through financing activities for the nine months ended September 30, 2025, compared to $4.9 million in the same period for 2024 [255] - Net cash used in investing activities for the nine months ended September 30, 2025, was $1.8 million due to advances to Marizyme, while in 2024, net cash provided was $900,000, indicating a significant shift of $2.7 million [258] - Net cash provided by financing activities for the nine months ended September 30, 2025, was $44.2 million, a substantial increase from approximately $4.9 million in 2024, representing an increase of over 800% [259][260] - The financing activities in 2025 included the issuance of preferred shares amounting to $38.8 million, which was a key contributor to the increase in cash provided [259] Credit and Interest - The estimated expected credit losses on the Marizyme Notes is $261,000, highlighting the uncertainty in the debtor's financial condition [199] - Credit loss expense for short-term note receivable rose from $0 in Q3 2024 to $0.6 million in Q3 2025, a 100% increase, as Marizyme notes were first recorded in July 2024 [206] - Interest income increased from approximately $48,000 in the nine months ended September 30, 2024, to $0.4 million in 2025, a significant increase due to Marizyme notes receivable [224] - The company reported a $0.4 million loss on change in fair value of warrant liabilities for the nine months ended September 30, 2025 [256] Shareholder Information - The weighted-average number of shares outstanding increased from 387,878 in Q3 2024 to 620,694 in Q3 2025 [203] - Total net loss per common share for Q3 2025 was $(4.68), slightly improved from $(4.70) in Q3 2024 [203] Miscellaneous - The company issued short-term notes payable totaling $1.0 million during the nine months ended September 30, 2025, with a penalty provision totaling $1.1 million in case of default [249] - The company repaid approximately $1.2 million to three lenders in July 2025, including a $0.2 million premium recorded under interest expense [250] - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [261]

Financial Position and Capital Structure - The company holds approximately 5.70 billion ATH tokens, valued at approximately $152.8 million, with 3.7 billion ATH locked and subject to vesting restrictions[131] - The company received gross proceeds of approximately $413,093 from the August 2025 private placement, selling 36,237 shares at $11.40 per share[147] - The company completed a reverse stock split of 1-for-15 on September 29, 2025, resulting in a significant increase in stock price and regaining compliance with Nasdaq's Minimum Bid Price Requirement[144] - The company entered into a securities purchase agreement on September 29, 2025, raising approximately $50.8 million from the sale of 4,366,703 shares at $11.6265 per share[150] - The company entered into a securities purchase agreement on September 29, 2025, to sell warrants for up to 14,903,393 shares of common stock, with an aggregate notional value of approximately $292.7 million[152] - The company plans to use proceeds from the September Private Placements primarily for acquiring ATH in the open market and for working capital[155] - The engagement agreement with Wainwright entitles them to a cash fee of 5% of gross cash proceeds from the September Private Placements[157] - The company closed two private placements on October 7, 2025, receiving approximately $50.8 million in gross proceeds[190] - As of September 30, 2025, the company held approximately 5.70 billion ATH, with a market value of approximately $152.8 million[191] - As of May 31, 2024, the company offered and sold 107,140 shares of common stock for gross proceeds of approximately $3,696,000, with net proceeds of about $3,122,000 after deducting commissions and offering expenses[201] - On September 30, 2025, the company had approximately $2,292,000 remaining available for sales of common stock under the Sales Agreement[203] - During the three months ended September 30, 2025, the company issued and sold 78,356 shares of common stock, resulting in net proceeds of approximately $921,000 after deducting issuance costs[204] - In August 2025, the company sold 36,237 shares of common stock at a purchase price of $11.40 per share in a private placement transaction[205] - The September 2025 Private Placements generated aggregate proceeds of $50.8 million before issuance fees and expenses from the sale of 4,366,703 shares of common stock[206] - The company received ATH with an aggregate notional value of $292.7 million and a discounted value of $173.3 million from the Crypto PIPE Warrants[207] - The company intends to use the ATH received in-kind from the Crypto PIPE Offering to fund its Treasury Strategy and for working capital and general corporate purposes[208] Revenue and Expenses - The company reported a revenue of $3,618 and $3,907 for the three months ended September 30, 2025 and 2024, respectively, indicating a decrease of $289[171] - For the nine months ended September 30, 2025, revenue increased to $116,610 from $76,020 in the same period of 2024, a growth of approximately 53.4%[172] - The company incurred losses from continuing operations of $68,437,048 for the nine months ended September 30, 2025, compared to $8,150,654 for the same period in 2024[165] - The cost of sales decreased to $8,356 in Q3 2025 from $11,177 in Q3 2024, resulting in improved gross margin[173] - Cost of sales increased to $71,695 in the nine months ended September 30, 2025, from $47,468 in 2024, with a gross profit margin of approximately 39%[174] - General and administrative expenses rose by $1,067,804 to $2,613,075 in the three months ended September 30, 2025, primarily due to increased legal fees and stock-based compensation[175] - Operations, research and development expenses decreased by $175,335 to $1,548,678 in the nine months ended September 30, 2025, driven by lower headcount and decreased consultant fees[178] - Sales and marketing expenses decreased by $409,477 to $406,086 in the nine months ended September 30, 2025, mainly due to reduced employee compensation and headcount[180] - Other income for the nine months ended September 30, 2025, was $688,483, compared to $64,497 in 2024, primarily related to the write-off of aged accounts payable[181] - Losses on derivative instruments amounted to $74,366,000 in the three and nine months ended September 30, 2025, related to the Crypto PIPE Offering[182] Cash Flow and Financial Health - Cash and cash equivalents decreased by $430,155 from December 31, 2024, totaling $181,667 as of September 30, 2025[183] - Net cash used in operating activities of continuing operations was $5,934,497 in the nine months ended September 30, 2025, down from $8,049,679 in 2024[184] - The company is facing continued negative operating cash flows and capital needs that may require further financing, potentially dilutive[128] - The company has an accumulated deficit of $249,117,449 as of September 30, 2025, up from $180,426,271 at the end of 2024[165] Strategic Initiatives - The company has adopted a Treasury Strategy focused on acquiring and staking ATH tokens to generate yield and enhance treasury asset productivity[130] - The company adopted a Treasury Strategy in September 2025 to create new sources of capital and address additional capital needs[166] - The company is concentrating its treasury assets in ATH, which poses risks if adverse developments occur within the ATH network[135] - The company discontinued discussions regarding a proposed merger with Renovaro, which could have material impacts due to ongoing litigation[138] - The company has received a notice from Nasdaq regarding potential delisting due to non-compliance with stockholders' equity requirements, but has since been granted an extension to demonstrate compliance[140]

Financial Performance - For Q3 2025, the company reported a net loss attributable to common shareholders of $13.6 million, or $0.24 per share, compared to a net loss of $23.2 million, or $0.41 per share in Q3 2024[13]. - Total revenue for Q3 2025 was $4,785,000, a 47.2% increase from $3,251,000 in Q3 2024[33]. - Rental income increased to $4,603,000 in Q3 2025, up 58.8% from $2,899,000 in Q3 2024[33]. - Net loss for Q3 2025 was $12,422,000, compared to a net loss of $21,973,000 in Q3 2024, representing a 43.5% improvement[34]. - Net loss attributable to Seritage common shareholders for Q3 2025 was $13,647,000, down from $23,198,000 in Q3 2024, a reduction of 41.5%[33]. - NOI-cash basis for Q3 2025 was $235,000, compared to a loss of $2,256,000 in Q3 2024, indicating a significant turnaround[34]. - Total expenses for Q3 2025 were $10,852,000, down from $22,516,000 in Q3 2024, a decrease of 51.7%[33]. - Interest expense for Q3 2025 was $5,290,000, a decrease from $6,051,000 in Q3 2024, reflecting a reduction of 12.6%[34]. - Management and other fee income decreased to $182,000 in Q3 2025 from $352,000 in Q3 2024, a decline of 48.2%[33]. Asset Management - The company has four assets under contract with anticipated gross proceeds of $240.8 million, including three assets with no due diligence contingencies expected to generate $170.0 million[4]. - The company's current estimated gross sales proceeds for assets not under contract or in PSA negotiation is projected to be between $220 million and $310 million[6]. - The company’s portfolio consists of interests in 13 properties, totaling approximately 1.3 million square feet of gross leasable area as of September 30, 2025[28]. - Properties sold during the nine months ended September 30, 2025, included Boca Raton, Barton Creek, and Santa Rosa, with total square footage sold of 169,200[36]. Financial Position - As of September 30, 2025, the company had cash on hand of $59.9 million, including $8.3 million of restricted cash, which increased to $65.0 million by November 13, 2025[4]. - As of September 30, 2025, the company's total assets amounted to $558.61 million, a decrease from $677.77 million as of December 31, 2024, reflecting a reduction of approximately 17.6%[30]. - The company's net investment in real estate decreased to $164.63 million from $358.63 million, representing a decline of about 54%[30]. - The total liabilities decreased to $219.52 million from $271.97 million, a reduction of approximately 19.3%[30]. - The company's accumulated deficit increased to $1.03 billion from $958.78 million, indicating a rise of about 7.1%[30]. Strategic Initiatives - The company plans to cease providing future sales projections to avoid negatively impacting marketing efforts for remaining assets[5]. - The strategic review process is ongoing as the company executes its Plan of Sale, with no assurance regarding the success of this process[19]. - The company intends to vigorously defend itself against multiple class action and derivative lawsuits alleging violations of federal securities laws[15][16]. Market Conditions - The company continues to face challenging market conditions, including elevated interest rates and difficulties in raising equity capital for land development deals, which may adversely impact asset pricing and shareholder distributions[20]. Impairment and Investments - The company invested $3.8 million in consolidated properties during Q3 2025, primarily related to tenant leasing costs[4]. - The company recognized an impairment charge of $0.8 million on its consolidated properties during Q3 2025[4]. - Impairment of real estate assets for Q3 2025 was $800,000, compared to $0 in Q3 2024, indicating a new challenge for the company[34]. - For the nine months ended September 30, 2025, the company made $40.0 million in principal repayments on its Term Loan Facility[7]. Non-GAAP Measures - The company utilizes non-GAAP financial measures such as NOI-cash basis to provide insights into its financial performance, which may not be comparable to other real estate companies[21][23].