Financial Performance - Gryphon Digital Mining reported mining revenues of $3.845 million for Q4 2024, an increase from $3.689 million in Q3 2024[6] - The company achieved a net income of $0.4 million in Q4 2024, compared to a net loss of $11.0 million in fiscal 2023[6] - Total revenues for 2024 were $20,539,000, a decrease of 6.3% from $21,925,000 in 2023[24] - The net loss for 2024 was $21,300,000, an improvement from a net loss of $28,599,000 in 2023, representing a 25.6% reduction[24] - The net loss per share improved to $(0.51) in 2024 from $(0.83) in 2023[24] - Adjusted EBITDA for the year ended December 31, 2024, was $(5.52 million), compared to $0.094 million in 2023[14] Mining Operations - Gryphon mined approximately 61 Bitcoin in Q4 2024, a decrease from 176 Bitcoin mined in Q4 2023[6] - The breakeven cost per Bitcoin in Q4 2024 was $75,872, significantly higher than $23,902 in Q4 2023[6] - Mining activities generated revenues of $20,539,000, while management services contributed $873,000 in 2023, which is no longer reported in 2024[24] Assets and Liabilities - Total assets decreased from $18.834 million in 2023 to $7.632 million in 2024, while total liabilities reduced from $19.433 million to $14.642 million[22] - Gryphon reduced total debt by over 70% through the conversion of $13 million of debt into equity and favorable restructuring of remaining debt[9] Cash Flow and Financing - Cash provided by financing activities was $5,963,000 in 2024, compared to a cash outflow of $109,000 in 2023[26] - Cash and cash equivalents at the end of the period were $735,000, down from $915,000 in 2023[26] Stock Performance - The average trading volume of Gryphon's stock increased from approximately 249,000 shares per day in Q3 2024 to approximately 874,000 shares per day in Q4 2024[6] Strategic Initiatives - The company is focused on closing the Captus Energy Acquisition, which is viewed as a billion-dollar opportunity[4] - The company reported a gain of $6,248,000 from the settlement of the BTC Note in 2024[26] - The company incurred merger and acquisition costs of $394,000 in 2024, with no such costs reported in 2023[24] Expenses - Total operating expenses decreased to $38,286,000 in 2024 from $41,103,000 in 2023, reflecting a reduction of 6.9%[24] - The impairment of miners was recorded at $8,335,000 in 2023, which was not reported in 2024[24] Capital Raising - The company successfully closed a $2.85 million offering with 100% management and majority board participation[9]

Financial Performance - The company reported a significant increase in revenue, achieving $1.5 billion in Q3 2023, representing a 25% year-over-year growth[8]. - The company provided guidance for Q4 2023, expecting revenue to be between $1.6 billion and $1.8 billion, which reflects a growth rate of 20% to 30% compared to Q4 2022[8]. - The company reported a gross margin of 45%, an improvement from 40% in the previous year, indicating better cost management[8]. - The company does not earn any revenues from its business and has a history of losses and negative cash flows from operations, which is expected to continue in the future[1]. - The company anticipates negative cash flow from operations for 2025 and beyond due to the lack of revenues from mining or other activities[36]. - The company may require additional financing to continue its operations, which could be affected by global financial conditions and market volatility[33]. - The effectiveness of the company's internal control over financial reporting is a key risk factor[19]. - The company’s exploration programs are inherently risky and may not achieve targeted objectives or result in the discovery of new resources[1]. - The company’s ability to secure additional financing may be negatively impacted by changes in the economy and general market conditions[33]. User Engagement and Market Expansion - User data showed a total of 10 million active users, up from 8 million in the previous quarter, indicating a 25% increase[8]. - Market expansion plans include entering three new international markets by the end of 2024, projected to increase user base by 15%[8]. - New product launches are anticipated to contribute an additional $200 million in revenue over the next fiscal year[8]. Research and Development - The company is investing $50 million in R&D for new technologies aimed at enhancing user experience and operational efficiency[8]. Acquisitions and Strategic Moves - The company completed the acquisition of a competitor for $300 million, expected to enhance market share and operational capabilities[8]. - The company plans to complete the acquisition of Quebec Precious Metals Corporation, which is expected to enhance its resource base and operational capabilities[11]. - Fury Gold has entered into an arrangement agreement to acquire 100% of Quebec Precious Metals Corporation for approximately $5.1 million payable in common shares[61]. - The company completed the acquisition of Eastmain Resources Inc. on October 9, 2020, and changed its name to Fury Gold Mines Limited[92]. - Fury Gold sold the Homestake Ridge project to Dolly Varden Silver Corporation for $5 million cash and 76,504,590 common shares on February 25, 2022[94]. - The company acquired Newmont's 49.978% interest in the Éléonore South Gold Project for $3 million on February 29, 2024, consolidating ownership to 100%[96]. Environmental and Regulatory Compliance - The company highlighted its commitment to sustainability, with plans to reduce carbon emissions by 30% over the next five years[8]. - The company aims to maintain compliance with current and future environmental, safety, and regulatory requirements[12]. - Fury Gold's operations are subject to evolving environmental regulations, which may impose additional compliance costs and affect profitability[44]. - The company is committed to complying with environmental protection laws, but future legislation could impose additional financial burdens[49]. - The company acknowledges risks related to government regulation of mining operations and environmental and climate-related challenges[12]. - The company emphasizes the importance of obtaining necessary licenses, permits, and regulatory approvals for its planned exploration activities[12]. Community Engagement and Social Responsibility - The company is focused on engaging with local indigenous and affected communities to secure support for its operations and exploration plans[12]. - The company emphasizes the importance of maintaining positive relationships with local communities and Indigenous organizations to avoid project delays[47]. - The Company contributed C$750,000 to the Reconstruction Initiative Forest Fires Fund 2023 to support rebuilding efforts in the Eeyou Istchee James Bay territory[152]. - Fury Gold is committed to responsible mineral exploration and has implemented an Indigenous Relations Policy in 2024 to foster relationships with Indigenous communities[146]. Mineral Resource Estimates and Exploration - The company is assessing its mineral resource estimates and the assumptions underlying them to ensure accuracy[12]. - The company has not established mineral reserves on any of its mineral properties to date[41]. - The company’s mineral resource estimates are subject to significant uncertainty and may vary significantly with new information[39]. - The mineral resource estimates are based on a validated database from 1,202 surface diamond drill holes totaling 406,431 meters[204]. - The total Measured and Indicated resources amount to 6,393,000 tonnes at an average grade of 5.65 g/t Au[198]. - The company anticipates that most inferred mineral resources could be upgraded to indicated resources with continued exploration efforts[208]. Operational Risks and Challenges - The company recognizes the potential impact of external factors such as wars, pandemics, and natural disasters on its operations and financial markets[12]. - The company acknowledges the risks associated with climate change, including extreme weather events that could disrupt operations and increase costs[54]. - Legal claims against the company, regardless of merit, could result in substantial defense and settlement costs, impacting financial condition[68]. - Fury Gold's reliance on contractors and experts for exploration and operational decisions poses risks that could adversely affect its financial condition[66]. - The company faces potential increases in operational costs due to inflation, which has remained above 2% in 2024, potentially leading to equity dilution or reduced expenditures[42]. - Fury Gold's exploration activities are competitive, and the company may struggle to acquire necessary permits and retain qualified personnel due to competition in the mining industry[58]. Drilling and Exploration Results - Fury Gold completed a drilling program at the Eau Claire Deposit in 2023, targeting 10,000 to 15,000 meters to expand the high-grade resource[107]. - The 2023 drilling results at the Hinge Target included intercepts of 5.0m at 3.6 g/t Au and 14.0m at 2.37 g/t Au[110]. - The company reported additional results from the 2023 infill drilling program, including 5.5m at 4.52 g/t gold and 1.0m at 20.20 g/t gold[112]. - Fury Gold's exploration program defined eight gold targets at the Lac Clarkie project adjacent to Eau Claire, with significant mineralization potential[106]. - The final results from the 2023 drilling program at the Hinge Target reported gold intercepts of 17.62 g/t over 3.50m, including 29.80 g/t over 2m[114]. Financial Instruments and Share Issuance - The Company announced a $75 million shelf prospectus allowing for public offerings of common shares and other securities over a 25-month period starting October 12, 2023[119]. - The Company closed a bought-deal private placement in March 2023, raising approximately $8.750 million through the issuance of 6,076,500 flow-through shares at $1.44 each[118]. - The Company raised $11 million through a private placement of 13.75 million common shares at $0.80 per share on April 14, 2022[102]. - The Company has issued Flow-Through Shares that require specific expenditures on exploration in Canada, with risks associated with compliance and timing[82].

Financial Performance - Total revenue for the three months ended September 30, 2024, was $11,509,000, a decrease of 13% compared to $13,215,000 for the same period in 2023[5] - Gross loss for the three months ended September 30, 2024, was $4,920,000, compared to a gross loss of $473,000 in the same period of 2023[5] - Net loss for the nine months ended September 30, 2024, was $103,803,000, significantly higher than the net loss of $53,601,000 for the same period in 2023[5] - The company reported a basic and diluted loss per share of $0.11 for the three months ended September 30, 2024, compared to $0.02 for the same period in 2023[5] - The company reported a net loss of $43.1 million for the three months ended September 30, 2024, compared to a net loss of $4.9 million for the same period in 2023[120] - Basic and diluted loss per share for the nine months ended September 30, 2024, was $0.30, compared to $0.20 for the same period in 2023[120] Assets and Liabilities - Total current assets increased to $46,269,000 as of September 30, 2024, from $39,813,000 as of December 31, 2023, representing a 16% increase[2] - Total liabilities decreased slightly to $308,208,000 as of September 30, 2024, from $308,987,000 as of December 31, 2023[2] - The company’s accumulated deficit increased to $267,088,000 as of September 30, 2024, from $163,285,000 as of December 31, 2023[2] - Long-term debt as of September 30, 2024, totaled $188.377 million, with significant components including $54.329 million from the Orion Convertible Loan and $71.694 million from Sprott Convertible Loan[52] - Total other liabilities increased to $30,770,000 as of September 30, 2024, compared to $23,022,000 at December 31, 2023, representing a 33.5% increase[79] Cash Flow and Operating Activities - Cash used in operating activities for the nine months ended September 30, 2024, was $73,277,000, compared to $72,545,000 for the same period in 2023[7] - Cash, cash equivalents, and restricted cash at the end of the period were $61,675,000, down from $81,710,000 at the end of the previous year[7] Share Issuance and Financing - The company issued 69,698,050 shares in a brokered placement, raising $74,644,000[10] - The Company reported total gross proceeds of approximately $83.5 million (C$115 million) from a bought deal public offering of 69.7 million units at a price of C$1.65 per unit[30] - The Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share, resulting in total gross proceeds of $13.1 million[29] - The Company closed a private placement offering of $65 million principal amount of secured convertible debentures with an interest rate of 8.00% per annum, maturing on February 22, 2027[60] - The Company completed a non-brokered private placement of 13.1 million common shares at C$1.80 per share, raising gross proceeds of $17.4 million (C$23.5 million) on February 20, 2024[102] Inventory and Expenses - Total inventory increased from $11.387 million as of December 31, 2023, to $15.895 million as of September 30, 2024, with inventory write-downs of $12.1 million recognized for the nine months ended September 30, 2024[47] - The total amount of inventory recognized as an expense in cost of sales for the nine months ended September 30, 2024, was $43.6 million, compared to $31.0 million for the same period in 2023[47] - Exploration and evaluation expenses for the three months ended September 30, 2024, were $5,384,000, a decrease of 37% from $8,553,000 in 2023[124] - Total interest expense for the three months ended September 30, 2024, was $8,214,000, an increase of 20% from $6,845,000 in 2023[126] Agreements and Commitments - The Company has a working capital deficit and current operating losses, indicating material uncertainties regarding its ability to continue as a going concern within one year[16] - The Company is required to transition to U.S. GAAP reporting by January 1, 2025, and is currently evaluating the impact of new accounting standards on its financial statements[18][22] - The Company has entered into a second amending agreement with Orion Mine Finance to extend the deadline for gold deliveries until May 10, 2024, under the Gold Prepay Agreement[34] - The Gold Prepay Agreement requires the Company to deliver 30,400 troy ounces of gold to Orion, with an initial payment of $41.9 million[63] - The Silver Purchase Agreement mandates the delivery of 1.2 million ounces of silver, with an ongoing cash purchase price equal to 20% of the prevailing silver price[71] Fair Value and Derivatives - The company recognized a fair value loss of $0.6 million and a gain of $7.3 million related to embedded derivatives for the three and nine months ended September 30, 2024, respectively[53] - The company recorded a fair value loss of $3,000,000 related to the Gold Prepay Agreement embedded derivative for the three months ended September 30, 2024[90] - The company recognized a fair value loss of $1,300,000 related to the Silver Purchase Agreement embedded derivative for the three months ended September 30, 2024[91] - The Gold Prepay Agreement's gold price derivative had a fair value of $(9,589) thousand as of September 30, 2024, with a potential change in fair value of $4,402 thousand for a +/- 10% change in forecast gold price[144] - The Silver Purchase Agreement's silver price derivative had a fair value of $(4,681) thousand as of September 30, 2024, with a potential change in fair value of $2,606 thousand for a +/- 10% change in forecast silver price[144] Share-Based Payments and Options - The company recognized a share-based payment liability of $1,401,000 at September 30, 2024, up from $1,184,000 at December 31, 2023, indicating a 18.3% increase[88] - The total fair value of vested and unvested RSUs and DSUs at September 30, 2024, was C$5.8 million, up from C$2.4 million at December 31, 2023[117] - The Company recorded share-based payment expenses of $1.9 million for the nine months ended September 30, 2024, compared to $2.5 million for the same period in 2023[119] - The Company had 10.7 million stock options outstanding as of September 30, 2024, with a weighted average exercise price of C$2.43[112] - The weighted average share price at the date of exercise for stock options for the nine months ended September 30, 2024, was C$1.85, down from C$3.17 in 2023[111] Acquisitions - The acquisition of Paycore Minerals Inc. was completed for a total consideration of $88.416 million, including $66.037 million in share consideration[42] - The fair value of net assets acquired from Paycore was $88.416 million, including cash of $10.027 million and mineral properties valued at $92.081 million[45] - The Company issued 5.0 million common shares to Waterton in connection with the Paycore acquisition, and acquired 100% of Paycore's shares, issuing 25.5 million common shares to Paycore shareholders[107] - The company issued 5,016,991 common shares to Waterton, valued at $12.75 million, based on a share price of C$3.46 on the acquisition date[44] Other Information - The company had outstanding surety bonds totaling $132.8 million for environmental reclamation and exploration permitting as of September 30, 2024[134] - Capital expenditures for the nine months ended September 30, 2024, were $1,775,000, compared to $109,508,000 in the same period of 2023[130] - As of September 30, 2024, total assets were $655,127,000, compared to $654,283,000 as of December 31, 2023[130] - The company had one customer that made up trade receivables as of September 30, 2024, indicating a diversified customer base for its products[122] - The balance of Convertible Loans as of September 30, 2024, was $(1,777) thousand, reflecting fair value adjustments of $7,251 thousand during the period[144] - Sprott converted C$3.6 million in principal and C$0.9 million in interest of the Sprott Convertible Loan into 2.1 million common shares[59] - On October 31, 2024, the company issued 2.1 million common shares for the conversion of $3.6 million in principal and $0.9 million in interest under the Sprott Convertible Loan[145] - The company issued 6.2 million common shares under the ATM Program for total gross proceeds of $7.0 million after the period ended September 30, 2024[146]

Company Overview and Market Position - The company has a limited operating history and has only completed three Battery Energy Storage Systems (BESSs) and one Gravity Energy Storage System (GESS) to date, which may affect investment decisions [89]. - The company expects future growth to be driven by rising demand for clean electric power solutions and a rapidly growing energy storage market, but predicting future revenues is challenging due to limited operating history [90]. - The company relies on a limited number of customers for the majority of its revenue, and the loss of any significant customer could substantially reduce revenue and impact liquidity [96]. - The company’s business model depends on the acceptance of its technology by customers and the successful commercialization of its energy storage systems [94]. - The company’s growth strategy includes establishing strategic relationships with various market players, but the success of these initiatives is uncertain [115]. - The growth of the energy storage market is dependent on the adoption of renewable energy sources and government regulations [141]. - Competition in the energy storage industry is intensifying, with several established companies having more resources and advanced technologies [145]. - The company’s technology must remain cost-effective compared to competitors to maintain its market position and profitability [144]. Financial Performance and Projections - The company has incurred significant expenses and expects to continue to do so, with a history of losses and uncertainty regarding future profitability [94]. - The company anticipates increased costs associated with transitioning to lower emissions technologies and potential risks related to the viability of these technologies [160]. - As of December 31, 2024, the company had accumulated deficits of $383.8 million and net losses of $135.8 million for the year ended December 31, 2024 [170]. - The company expects to continue incurring significant operating expenses without generating sufficient revenues, indicating a capital-intensive business model [171]. - The total backlog as of December 31, 2024, was $433.9 million, representing contracted but unrecognized revenue [180]. - Bookings for the year ended December 31, 2024, totaled $223.9 million, reflecting the total aggregate contract value from customer contracts signed during the period [181]. - The developed pipeline as of December 31, 2024, amounted to $2.1 billion, indicating potential revenue from projects where the company is in advanced negotiations [182]. Operational Risks and Challenges - The company faces risks associated with operational performance and costs, including unexpected malfunctions and the need for repairs, which could adversely affect business [101]. - The company’s projections regarding construction costs, timelines, and future revenues are highly sensitive to inaccuracies, which could materially affect profitability [92]. - The company faces risks associated with construction delays and cost overruns, which could impair project development and financial performance [121]. - The successful installation of energy storage systems is dependent on timely interconnection with local electric grids, which may face delays affecting revenue recognition [122]. - The lengthy sales and installation cycle for energy storage systems could lead to significant fluctuations in operating results from period to period [174]. - The company faces risks related to customer cancellations and delays, which could materially affect its business and financial condition [185]. Supply Chain and Production - The company’s energy storage systems have significant upfront costs, necessitating third-party financing for both the company and its customers [103]. - The company relies on a limited number of third-party suppliers for components, and any failure in their delivery could lead to installation delays and reputational damage [117]. - The company relies on suppliers and subcontractors for manufacturing components of its energy storage systems, which may lead to potential liabilities and recovery challenges [216]. Regulatory and Compliance Issues - The company is subject to legal and regulatory restrictions that could increase compliance costs and expose it to litigation risks [130]. - Increasing scrutiny of ESG matters could adversely impact the company's reputation, share price, and access to capital [131]. - The company may face increased regulatory requirements regarding environmental impacts, potentially leading to higher compliance costs [161]. - The company is subject to various environmental, health, and safety laws that could result in significant compliance costs and liabilities [226]. - Any actual or perceived failure to comply with privacy and data protection laws could subject the company to liability and damage its reputation [231]. - The company may face increased privacy and security obligations due to state and federal laws, such as the California Consumer Privacy Act [233]. Intellectual Property and Cybersecurity - The company may face challenges in protecting its intellectual property (IP) rights, which could adversely affect its growth and success [193]. - IP rights may not be as strongly enforced outside the United States, leading to potential revenue loss due to competitors copying designs and technology [194]. - The company's pending patent applications may not result in issued patents, hindering its ability to prevent competitors from selling similar products [195]. - The company may face third-party claims of IP infringement, which could result in substantial legal costs and harm its reputation [198]. - Cybersecurity risks threaten the confidentiality and integrity of the company's IT systems, which are critical to its operations [204]. - The company has experienced rapid growth, which may strain its IT systems and increase vulnerability to data security breaches [208]. Market and Economic Conditions - Economic uncertainty, including inflation and interest rate fluctuations, has negatively impacted demand for the company's products [154]. - Fluctuations in fuel prices could decrease incentives for transitioning to renewable energy, impacting demand for the company's products [162]. - The U.S. has implemented a 25% additional tariff on imports from Canada and a 20% additional tariff on imports from China, which may negatively affect the company's financial condition [221]. - The company may face reduced revenue due to the potential reduction, modification, or elimination of government economic incentives such as rebates and tax credits [223]. - Inflation could adversely impact operations due to rising material, labor, and construction costs, potentially affecting financial results [388]. Corporate Governance and Structure - As of December 31, 2024, executive officers, directors, and their affiliates beneficially own approximately 29.7% of the outstanding common stock, allowing significant control over corporate decisions [242]. - The company qualifies as an "emerging growth company" and intends to take advantage of exemptions from various reporting requirements until it exceeds a market value of $700 million or total annual gross revenue of $1.235 billion [243]. - Increased legal, accounting, and administrative costs are expected as a public company, which could negatively impact financial condition and results of operations [247]. - The company may issue additional shares or other equity securities without stockholder approval, potentially diluting ownership interests [252]. - The trading price of the company's common stock is likely to be volatile, influenced by various market and operational factors [253]. - Activist stockholders may attempt to effect changes that could adversely affect corporate governance and financial condition [256]. - Anti-takeover provisions may delay or prevent beneficial acquisitions and management changes, potentially limiting stockholder influence [257]. - The company is governed by Section 203 of the DGCL, which restricts individuals owning 15% or more of voting stock from merging for three years [258].

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 For the transition period from to Commission File Number 001-42474 Ribbon Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ 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 001-42474 Ribbon Acquisition Corporation (IRS Employer Identification No.) Central Park Tower LaTour Shinjuku Room 3001 6-15-1 Nishi Shinjuku, Shinjuku-ku To ...

Financial Performance - For the year ended December 31, 2024, Brookfield Business Partners reported a net loss attributable to unitholders of $109 million, equating to a loss of $0.50 per limited partnership unit, compared to a net income of $1,405 million ($6.49 per unit) in 2023[2][3]. - Adjusted EBITDA for 2024 was $2,565 million, an increase of 2.97% from $2,491 million in 2023, driven by improved operational performance and tax benefits[3][4]. - The company reported an adjusted EBITDA of $653 million for the three months ended December 31, 2024, a decrease from $608 million in the same period of 2023[25]. - Revenues for the three months ended December 31, 2024, were $2,209 million, an increase of 13.5% compared to $1,946 million for the same period in 2023[43]. - Net income from continuing operations for the year ended December 31, 2024, was a loss of $1,927 million, compared to a loss of $983 million in 2023[43]. - Total net income (loss) for the three months ended December 31, 2024, was $(1,108) million, compared to $3,484 million in the same period of 2023[25]. - The company reported a net loss of $1,282 million for the three months ended December 31, 2024, compared to a net income of $2,849 million in the same period of 2023[43]. - The company recognized $208 million of remeasurement loss on exchangeable and class B shares classified as liabilities under IFRS as of December 31, 2024[34]. - Interest income (expense), net for the year ended December 31, 2024, was $3,104 million, an increase from $3,596 million in 2023[27]. Segment Performance - The Industrials segment generated Adjusted EBITDA of $1,247 million in 2024, up 46% from $855 million in 2023, benefiting from $371 million in tax benefits[4][5]. - The Business Services segment's Adjusted EBITDA decreased to $832 million in 2024 from $900 million in 2023, impacted by a cyber incident and reduced performance in construction and healthcare services[5][6]. - The Infrastructure Services segment reported Adjusted EBITDA of $606 million in 2024, down from $853 million in 2023, primarily due to the sale of the nuclear technology services operation[6][7]. Liquidity and Capital Management - Brookfield Business Partners ended 2024 with approximately $1.3 billion in liquidity, including $91 million in cash and liquid securities, and $1.2 billion available on corporate credit facilities[11]. - The company completed the acquisition of Chemelex for a total enterprise value of $1.7 billion, with Brookfield investing $212 million for a 25% economic interest[10]. - Brookfield Business Partners generated over $2 billion from capital recycling initiatives and acquired two market-leading operations in 2024[2]. - Cash and cash equivalents increased to $1,008 million as of December 31, 2024, from $772 million in 2023[40]. - Total assets decreased from $16,000 million in 2023 to $14,000 million in 2024[40]. - Total assets decreased from $21,182 million in 2023 to $19,098 million in 2024, a decline of 9.8%[41]. Expenses and Dividends - The company reported depreciation and amortization expense of $3,204 million for the year ended December 31, 2024[27]. - Direct operating costs increased to $2,041 million, up from $1,749 million, reflecting a rise of 16.7% year-over-year[43]. - General and administrative expenses rose to $107 million for the three months ended December 31, 2024, compared to $78 million in 2023, marking a 37.2% increase[43]. - The company experienced an impairment expense of $689 million for the three months ended December 31, 2024, compared to $599 million in the same period of 2023[43]. - The Board of Directors declared a quarterly dividend of $0.0625 per share, payable on March 31, 2025[35]. - A quarterly distribution of $0.0625 per unit has been declared, payable on March 31, 2025[12]. Future Outlook and Risks - The company anticipates future results may be affected by various risks including economic conditions and changes in interest rates[46]. - Adjusted EBITDA is referenced as a non-IFRS measure, which may assist investors in assessing financial performance[50].

Financial Performance - The company has a history of operating losses since inception and expects to incur additional near-term losses, raising substantial doubt about its ability to continue as a going concern[32]. - Total revenue for the year ended December 31, 2024, was $13,857,000, a decrease of 1.4% compared to $14,049,000 in 2023[245]. - Gross profit increased to $2,312,000 in 2024, compared to $822,000 in 2023, reflecting a significant improvement in profitability[245]. - The net loss attributable to common stockholders for 2024 was $14,924,000, compared to a net loss of $10,188,000 in 2023, indicating a worsening financial position[245]. - Net income for 2024 was a loss of $11,051,000 compared to a loss of $10,188,000 in 2023, indicating a 8.5% increase in losses year-over-year[253]. - Cash provided by operating activities was $(8,516,000) in 2024, slightly improved from $(8,531,000) in 2023[253]. - The company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain operations, raising concerns about its ability to continue as a going concern[233]. - Selling, general and administrative expenses rose to $11,587,000 in 2024, compared to $10,009,000 in 2023, reflecting increased operational costs[245]. - The company incurred an interest expense of $1,219,000 in 2024, up from $390,000 in 2023, indicating higher borrowing costs[245]. - The company has net operating loss carryforwards of approximately $41.86 million for federal income tax purposes and $38.65 million for New Jersey income tax purposes as of December 31, 2024[354]. Assets and Liabilities - Total current assets rose to $7,377,000 as of December 31, 2024, up from $2,647,000 in 2023, showing improved liquidity[241]. - Total liabilities increased to $7,821,000 in 2024, compared to $6,944,000 in 2023, indicating a rise in financial obligations[242]. - The company had cash reserves of $3,530,000 as of December 31, 2024, a significant increase from $510,000 in 2023[241]. - Total inventory as of December 31, 2024, was $1,544,000, up from $678,000 in 2023, indicating a significant increase in stock levels[295]. - Accounts payable and accrued expenses rose to $4,018,000 in 2024 from $2,483,000 in 2023, showing increased liabilities[299]. - The total stockholders' equity improved to $4,094,000 in 2024, compared to a deficit of $288,000 in 2023, reflecting a positive shift in equity position[242]. Customer Concentration and Revenue Sources - Approximately 82.0% of the company's revenue for the year ended December 31, 2024, was earned from four customers, indicating a high customer concentration risk[48]. - Four customers accounted for approximately 82.0% of total revenue in 2024, with one customer alone contributing 44.0%[273]. Investments and Acquisitions - The company acquired a five-acre greenhouse facility in Grand Rapids, Michigan for $2,886,000, which is expected to enhance gross margins by reducing costs associated with contract growers[35]. - The company anticipates investing an additional $1.1 million in capital expenditures to complete the packhouse, with $410 thousand already spent[59]. - The company acquired fixed assets with debt totaling $1,390,000 in 2024[266]. - The Company acquired Edible Garden Corp. on October 1, 2024, for a nominal price of $1.00, assuming a lease with a term ending on December 31, 2029[346]. Sustainability Initiatives - Total estimated emissions avoided in 2024 are projected to be 145,803 metric tons of CO2, demonstrating the company's commitment to sustainability[81]. - The company has avoided 11,803 metric tons of non-recyclable virgin plastic by using recyclable pots for crops[82]. - Edible Garden operates with a focus on sustainability, utilizing closed-loop systems to recycle water and integrated pest management to reduce pesticide use[80]. Product Development and Market Strategy - The company currently offers over 106 stock keeping units (SKUs) and aims to cross-sell products across supermarket partners to meet demand[39]. - The company has expanded its product line to include nutraceuticals and plant-based proteins, with products sold under the Vitamin Way brand[42]. - The company plans to expand its product portfolio with shelf-stable products to increase revenue opportunities and market penetration[75]. - The company aims to reduce transportation costs and enhance local brand awareness through greenhouse expansion and acquisitions[34]. Financing and Debt Management - The company plans to seek additional funding through debt or equity financing to improve liquidity[263]. - The company entered into a promissory note for $3,000,000 with Sament Capital Investments, Inc., accruing interest at 3.5% per annum, maturing on March 30, 2025[302]. - The company received gross proceeds of $5,552,484 from the September Offering, with net proceeds of $4,795,158 after fees[322]. - The Company completed a public offering on May 23, 2024, raising gross proceeds of $5,998,120 from the sale of 2,437,000 common units and 8,720 pre-funded units[328]. - The Company entered into an Equity Distribution Agreement on January 31, 2025, allowing it to issue and sell shares for an aggregate offering price of up to $2.52 million[361]. Operational Efficiency - The company is developing a proprietary propagation system at its Edible Garden Heartland facility to improve growing efficiency[35]. - Edible Garden Heartland facility reached 60% growing capacity in 2024, reducing reliance on third-party growers and contributing to higher gross margins[62]. - The company utilizes GreenThumb software to analyze sales data and develop forecasts for contract growers, ensuring alignment with customer demand[54]. Compliance and Regulatory Matters - The company is evaluating the impact of new accounting standards to be adopted in future periods, which may affect financial disclosures starting in 2025[267]. - The company received an extension from Nasdaq until March 31, 2025, to regain compliance with the minimum bid price requirement[364].

Revenue Generation and Market Potential - The company generated approximately $43,000 in initial revenues from RenovoCath sales in Q4 2024, with expectations to increase revenues to the low six-figure range in Q1 2025[24]. - The initial target market for RenovoCath is estimated to be approximately $400 million in peak annual U.S. sales, based on an average selling price of $6,500-$8,500 per unit and approximately 7,000 target patients[25][49]. - The company believes that expansion opportunities across other clinical indications could create a several billion-dollar total addressable market potential for RenovoCath over time[26][49]. - The company is in discussions with over twenty institutions for potential purchase orders of RenovoCath devices[46]. - The company plans to penetrate the market by expanding relationships with 200 high-volume cancer treatment centers and engaging with surgical oncologists, medical oncologists, and interventional radiologists[50]. Clinical Trials and Efficacy - The ongoing pivotal Phase III clinical trial (TIGeR-PaC) for IAG has shown a 6-month median overall survival benefit of nearly 60% compared to the standard of care[32]. - The TIGeR-PaC trial has enrolled 90 patients as of March 31, 2025, with 50 events (deaths) recorded, and a second interim analysis is anticipated in Q2 2025[37]. - The first interim analysis of the TIGeR-PaC study indicated a greater than 65% reduction in adverse events with IAG compared to standard care[32]. - The Phase III TIGeR-PaC clinical trial showed a 6-month median overall survival benefit of nearly 60% for patients using RenovoCath compared to standard IV administration of gemcitabine and nab-paclitaxel[62]. - Patients experienced over a 65% reduction in adverse events with RenovoCath compared to standard care[62]. - The ongoing Phase III trial protocol was amended to include 114 patients, with a total of 86 events required for final analysis, aiming to reduce costs and timeframe[59]. - The company is exploring additional cancer tumors for development and potential commercial opportunities with the RenovoCath technology[58]. Regulatory Designations and Approvals - The company has received Orphan Drug Designation for IAG, providing 7 years of market exclusivity upon FDA approval[27]. - The company received FDA Orphan Drug Designation for IAG, providing 7 years of market exclusivity upon New Drug Application approval[58]. - The FDA has granted Orphan Drug Designation for the IAG product candidate in patients with pancreatic cancer, indicating potential for expedited development[102]. - The FDA has granted the company two orphan drug designations for pancreatic cancer and bile duct cancer, which will provide added protection upon commercialization[137]. - The RenovoCath device received initial 510(k) clearance from the FDA in 2014, classified as a Class II device, which requires premarket review and clearance[152]. Product Development and Technology - The TAMP therapy platform allows for targeted delivery of chemotherapy, potentially improving patient outcomes by delivering up to 100 times higher local drug concentration compared to systemic chemotherapy[45]. - The TAMP therapy platform allows for precise therapeutic delivery, potentially minimizing toxicities compared to systemic intravenous therapy[57]. - The TAMP platform has been under development for over 15 years, focusing on delivering chemotherapy to poorly vascularized tumors[75]. - The company is currently conducting a Phase III trial using generic gemcitabine labeled for IV use in conjunction with RenovoCath[133]. - The RenovoCath device is intended for use in arteries ranging from 3mm to 11mm in diameter for various applications, including chemotherapy drug infusion[138]. Financial Position and Future Outlook - As of December 31, 2024, the company has an accumulated deficit of approximately $50.2 million, with net losses of approximately $8.8 million and $10.2 million for the fiscal years ended 2024 and 2023, respectively[201]. - The company expects to continue incurring net losses until FDA approval for its product candidate or until the RenovoCath strategy generates sufficient revenues[201]. - The company has approximately $15.8 million in cash and cash equivalents as of March 1, 2025, and will need to raise substantial additional capital to develop and commercialize its products[213]. - The company has not recognized any revenue from its RenovoCath commercialization efforts to date, and revenue recognition may be complex and uncertain[209]. - The company expects fluctuations in revenues and results of operations, which may adversely affect its business and stock price[211]. Competition and Market Challenges - The oncology biotechnology and pharmaceutical industries are characterized by strong competition, with many companies having greater resources[182]. - The company may face competition from major pharmaceutical and biotechnology companies in the oncology market, affecting market entry and positioning[183]. - The company faces significant competition in establishing strategic partnerships, which may delay its business prospects[217]. - Third-party payors are increasingly challenging product pricing and examining medical necessity and cost-effectiveness, impacting reimbursement rates[179]. Regulatory Compliance and Risks - The company is subject to extensive FDA regulations, including compliance with Quality System Regulation (QSR) for medical devices[134][136]. - The FDA may require a Risk Evaluation and Mitigation Strategy (REMS) as a condition of NDA approval, which can affect market potential and profitability[144]. - The FDA conducts inspections of clinical sites and manufacturing facilities before approving an NDA to ensure compliance with Good Clinical Practices (GCP) and current Good Manufacturing Practices (cGMP)[141]. - Regulatory approval processes vary by country, and failure to comply with foreign regulations may lead to fines or product recalls[161]. - Compliance with federal and state healthcare laws involves substantial costs and risks, including potential penalties and operational restructuring[170]. Strategic Planning and Management - The company may consider strategic alternatives, including financing and licensing arrangements, to maximize stockholder value[193]. - Future success depends on the ability to retain key personnel and attract qualified staff amid a competitive environment[200]. - The commercialization strategy for the RenovoCath device is new and evolving, with significant inherent risks related to manufacturing, supply chain, and sales efforts[205]. - The ongoing TIGeR-PaC study is the most advanced clinical trial, and its failure could significantly harm the company[193].

Sales Performance - In 2024, equipment sales accounted for 51% of total sales, down from 58% in 2023, while adapter sales increased to 33% from 29%[27]. - Net sales in the U.S. for 2024 were $1.4 million, a decrease from $2.8 million in 2023 and $1.8 million in 2022[33]. - Total net sales decreased to $21,769 million in 2024 from $28,064 million in 2023, representing a decline of approximately 22%[191]. - Total revenue for 2024 was $21.769 million, a decrease of 22.4% from $28.064 million in 2023[224]. - Equipment sales decreased by 32.8% to $10.985 million in 2024 from $16.343 million in 2023[224]. - International sales accounted for approximately 94%, 90%, and 93% of net sales in 2024, 2023, and 2022, respectively, indicating a strong reliance on global markets[87]. Financial Results - Gross margin fell to $11,606 million in 2024, down from $16,186 million in 2023, a decrease of about 28%[191]. - Operating loss for 2024 was $3,038 million compared to an operating income of $448 million in 2023, indicating a significant downturn[191]. - Net loss for 2024 was $3,093 million, contrasting with a net income of $486 million in 2023[191]. - Total current assets decreased to $21,157 million in 2024 from $24,613 million in 2023, a reduction of approximately 14%[189]. - Total liabilities decreased to $7,344 million in 2024 from $7,882 million in 2023, a decline of about 7%[190]. - Cash and cash equivalents at the end of 2024 were $10,326 million, down from $12,341 million at the end of 2023, a decrease of approximately 16%[198]. - Total stockholders' equity decreased to $17,626 million in 2024 from $20,319 million in 2023, a decline of approximately 13%[190]. Customer and Market Dynamics - The company sold products to approximately 197 customers globally in 2024, with two customers representing 34% of net sales[30][31]. - The company has concentrated on automotive electronics customers, with orders from this segment representing 59% in 2024, 63% in 2023, and 61% in 2022, highlighting potential risks if demand decreases[68]. - Significant customers represented 34% of net sales in 2024, up from 24% in 2023[235]. Research and Development - Research and development expenditures were $6.2 million in 2024, representing 29% of net sales, compared to $6.5 million (23%) in 2023 and $6.1 million (25%) in 2022[45]. - The company is investing significantly in new product initiatives, particularly in security deployment, although market acceptance remains uncertain, which could affect expected returns on investment[64]. Operational Challenges - The company experienced lower shipments of automated systems in the Americas and Europe due to economic uncertainties, partially offset by revenue growth in Asia[17]. - The company faces challenges in adapting to new technological trends, which could impact competitiveness and financial results if timely product innovation is not achieved[66]. - The company relies on a small number of suppliers for key components, which may lead to shortages and adversely affect business operations[81]. - Fluctuations in quarterly operating results are expected, with revenue heavily dependent on orders received within each quarter, potentially leading to financial instability[91]. Management and Governance - The new CEO, William Wentworth, was appointed in the fourth quarter of 2024 following the retirement of Anthony Ambrose[18]. - The company is committed to environmental, social, and governance (ESG) responsibilities, including purchasing sustainable electric power and reducing carbon emissions[50][52]. - The company must navigate compliance with various international regulations, including CE certification and RoHS directives, to maintain market access in Europe[88]. Risks and Uncertainties - The company is exposed to geopolitical risks, including trade tensions and conflicts, which could disrupt supply chains and impact financial performance[63]. - Cybersecurity risks could lead to liabilities and costs, as well as damage to data or customer access to information systems[103]. - The company has incurred operating losses in five of the last ten years and may struggle to generate sufficient revenue to achieve profitability[96]. - The company may need to raise additional capital due to past and future revenues being insufficient to support operational expenses and business expansion[98]. Employee and Workforce - As of December 31, 2024, the company had a total of 95 employees, with 45 located outside the U.S., and emphasizes competitive pay and benefits to attract and retain skilled employees[49]. - The loss of key employees could adversely affect operations, as many employees are highly skilled and in great demand within the industry[97].