Financial Performance - The Company reported no revenue for the year ended December 31, 2025, a decrease of 100% compared to $500,000 in 2024[150]. - Exicure, Inc. reported total revenue of $0 for the year ended December 31, 2025, compared to $500,000 in 2024, indicating a 100% decrease in revenue[221]. - The net loss for 2025 was $4.946 million, a 49% improvement from a net loss of $9.701 million in 2024[163]. - Exicure, Inc. incurred a net loss of $4,946,000 in 2025, compared to a net loss of $9,701,000 in 2024, reflecting a 48.9% improvement in net loss[221]. - The accumulated deficit increased to $(204,210,000) in 2025 from $(199,264,000) in 2024, indicating a growing financial challenge[219]. - The company has an accumulated deficit of $223.0 million, with net losses of $4.9 million and $9.7 million for the years ended December 31, 2025 and 2024, respectively[65]. - The company's total operating expenses for 2025 were $4,233,000, a significant reduction from $12,732,000 in 2024, representing a 66.7% decrease[221]. - Total operating expenses decreased by 67% to $4.233 million in 2025, down from $12.732 million in 2024[163]. - General and administrative expenses increased by 25% to $6.831 million in 2025, up from $5.449 million in 2024[163]. - Research and development expenses for 2025 amounted to $3.286 million, a 100% increase from zero in 2024[163]. Cash and Financing - As of December 31, 2025, the company's cash and cash equivalents were approximately $3.7 million[53]. - The Company had approximately $3.7 million in cash and cash equivalents as of December 31, 2025, raising concerns about its ability to fund operations for the next 12 months[132]. - The company's cash, cash equivalents, and restricted cash decreased to $3,746,000 in 2025 from $12,508,000 in 2024, a decline of 70%[219]. - The Company expects to seek financing through equity offerings, but faces challenges due to its current condition and uncertainty over future direction[133]. - The company is exploring strategic alternatives, including private company acquisitions and raising additional capital[29]. - The company is exploring strategic alternatives and may need to seek bankruptcy protection if additional financing is not secured[180]. - The company has no current source of revenue and is dependent on obtaining substantial additional financing to support operations[53]. - The company may face challenges in raising additional capital through equity offerings or debt financings, which could lead to dilution for existing stockholders[86]. Operational Challenges - The company faces substantial doubt about its ability to continue as a going concern, requiring additional funding in the near term to support operations[60]. - The company has experienced significant turnover in its board and senior management, which may create uncertainty regarding its strategic direction and business priorities[58]. - The company has a significant working capital deficiency and has incurred substantial losses, raising doubts about its ability to continue as a going concern[213]. - The company received a payment demand letter for approximately $0.7 million in unpaid rent, which could impact its operational capabilities[73]. - The company has identified material weaknesses in its internal controls over financial reporting, which could lead to inaccuracies in financial statements[75]. - The company identified material weaknesses in its internal control over financial reporting, leading to the restatement of its unaudited interim condensed consolidated financial statements for Q1 and Q2 2023[78]. - The company incurred unanticipated costs for accounting and legal fees related to the restatement, which may continue to affect its financial condition and reputation[78]. Stock and Ownership - HiTron beneficially owns approximately 25% of the outstanding shares of common stock, significantly influencing the company, while CBI USA and DGP collectively own about 10%[80]. - The company has experienced an "ownership change" as defined by Section 382(g) during Q4 2022, which restricts its ability to use net operating loss carryforwards to offset taxable income[91]. - As of December 31, 2023, the company ceased operations of its historical business enterprise, resulting in a zero limitation on the use of historical net operating losses prior to the ownership change[94]. - The market price of the company's common stock has been highly volatile, influenced by various factors including the influence of significant stockholders and general market conditions[84]. - The company's common stock was approved for listing on the Nasdaq Capital Market under the symbol "XCUR" and began trading on July 31, 2019, with a last reported sale price of $4.54 per share on March 17, 2026[115]. - As of March 17, 2026, the company had 6,373,915 shares of common stock outstanding held by 88 stockholders of record[116]. - The company has never declared or paid cash dividends on its common stock and does not intend to do so for the foreseeable future[117]. Regulatory and Compliance Issues - The company has received multiple deficiency notices from Nasdaq regarding compliance with listing requirements, raising the risk of delisting[61]. - The Company has received deficiency notices from Nasdaq regarding compliance with listing requirements, but regained compliance by filing its Form 10-Q on June 27, 2025[137][138]. - Compliance with European data protection laws, including GDPR, is critical, as failure to comply may materially adversely affect the company's business and financial condition[79]. - The company is subject to risks related to government regulation, which could impact its operations and financial results[79]. - FINRA sales practice requirements may limit stockholders' ability to buy and sell the company's stock due to its low stock price, potentially affecting market activity[95].

Store Operations - The Company operated 1,069 fashion specialty stores as of January 31, 2026, down from 1,117 stores in fiscal 2025, reflecting a net closure of 48 stores[32]. - The ability to open new stores is dependent on securing suitable locations, negotiating lease terms, and hiring appropriate personnel, with competition for desirable store locations being intense[58][59]. - As of January 31, 2026, the Company employed approximately 6,700 full-time and part-time associates, with over 80% of store and field management promoted from within[43]. Financial Performance - Retail sales increased by 0.7% to $646.8 million in fiscal 2025 compared to $642.1 million in fiscal 2024, driven by a 4.5% increase in same-store sales[127]. - Total revenues rose by 0.6% to $653.8 million in fiscal 2025, up from $649.8 million in fiscal 2024[128]. - The net loss for fiscal 2025 was 0.9% of retail sales, an improvement from a net loss of 2.8% in fiscal 2024[126]. - The net loss for the fiscal year was $5.9 million, an improvement from a net loss of $18.1 million in the previous year[176]. - Basic and diluted earnings per share were both $(0.31) for the fiscal year ended January 31, 2026, compared to $(0.97) in the prior year[176]. Cost Management - Cost of goods sold decreased to $431.6 million, or 66.7% of retail sales, compared to $436.4 million, or 68.0% of retail sales in fiscal 2024[131]. - Selling, general and administrative expenses (SG&A) decreased by 2.2% to $226.4 million in fiscal 2025, representing 35.0% of retail sales compared to 36.1% in the prior year[132]. - Increased product costs, freight costs, and wage increases due to inflation have adversely affected the Company's margins and financial condition, limiting its ability to raise retail prices[49]. Supply Chain and Sourcing - The Company sources a majority of its merchandise directly from manufacturers overseas, primarily in Southeast Asia and Egypt, with significant reliance on materials sourced from China[24]. - Supply chain disruptions, including domestic port congestion and lack of transportation, have resulted in higher costs and delayed merchandise arrivals, adversely affecting sales[47][49]. - The Company has established sourcing offices in Asia to oversee merchandise production, but faces operational and legal risks in these markets[61][62]. Marketing and Customer Engagement - The Company's total advertising expenditures were approximately 0.8% of retail sales for fiscal 2025[27]. - The loyalty program introduced in October 2021 has an immaterial impact on fiscal 2025 financial statements, rewarding customers with points for purchases[35]. - The Company emphasizes value pricing, positioning itself as the everyday low price leader in its market segment[17]. Risks and Challenges - The women's retail apparel industry is highly competitive, with significant pricing pressures and increased marketing expenditures impacting market share and financial results[66]. - Dependence on third-party vendors poses risks to the company's operations, including potential delays and quality issues that could adversely affect financial condition[65]. - The Company faces challenges in attracting and retaining skilled personnel, with significant turnover rates among store associates and managers impacting operational efficiency[54][56]. - Continued high interest rates have negatively impacted customers' discretionary income, affecting their willingness to purchase discretionary items, which could erode sales volume[60]. Legal and Regulatory - The company is involved in litigation that may require significant management time and could negatively impact its business and financial condition[82]. - Changes in accounting rules and regulations may adversely affect the company's reported results and financial position[85]. - The company is subject to income taxes in multiple jurisdictions, and fluctuations in tax rates and outcomes of audits could materially impact its effective tax rate and financial results[87]. Cybersecurity and Technology - The Company has increased investments in cybersecurity risk management to protect against data theft and operational disruptions, maintaining compliance with industry standards[102]. - The Company faces ongoing risks from cybersecurity threats that could materially affect its business strategy and financial condition[105]. - Disruptions in information technology systems could adversely affect merchandise operations and financial systems, leading to increased costs and operational challenges[69]. Cash Flow and Capital Management - Cash used in operating activities during fiscal 2025 was $1.5 million, a decrease of $18.2 million compared to $19.7 million used in fiscal 2024, attributed to a lower net loss and a decrease in merchandise inventory[150]. - At January 31, 2026, the Company had working capital of $37.4 million, an increase from $34.9 million at February 1, 2025, primarily due to lower accounts payable and accrued liabilities[151]. - The asset-based revolving credit facility restricts the company's operations and financial flexibility, which could adversely affect its ability to manage operations[92].

Financial Performance - Net income for 2025 was $2.8 million, a significant recovery from a loss of $1.3 million in 2024[219]. - Net interest income increased to $13.3 million in 2025, up from $12.6 million in 2024, reflecting a growth in interest income[219]. - Noninterest income improved to $3.1 million in 2025 from a loss of $1.9 million in 2024, showcasing a recovery in service charges and fees[219]. - Net income for the year ended December 31, 2025 was $2.8 million, compared to a net loss of $1.3 million for the year ended December 31, 2024, an increase of $4.1 million[246]. - Noninterest income surged by $5.0 million, or 263.2%, to $3.1 million for 2025, recovering from a net loss of $1.9 million in 2024[257]. Asset Management - Total assets decreased to $429.8 million in 2025 from $443.5 million in 2024[219]. - Total assets decreased by $13.7 million, or 3.1%, to $429.8 million as of December 31, 2025, compared to $443.5 million as of December 31, 2024[222]. - Net loans and leases receivable increased by $9.5 million, or 3.2%, to $303.2 million at December 31, 2025, driven by increases in farmland loans (up 80.0%) and commercial real estate loans (up 9.6%)[228]. - Total nonperforming assets to total assets ratio increased to 2.65% in 2025 from 0.62% in 2024, primarily due to the foreclosure of one multi-family property[209]. - Other real estate owned increased by $8.8 million, or 1,837.5%, to $9.3 million at December 31, 2025, reflecting the acquisition of additional properties[234]. Deposits and Funding - Core deposits totaled $194.1 million, or 59.2% of total deposits, down from $205.9 million, or 61.3% in 2024[208]. - Deposits decreased by $7.9 million, or 2.4%, to $327.9 million at December 31, 2025, with core deposits down by $11.8 million, or 5.7%[235]. - The company had 195 accounts with balances exceeding $250,000, totaling $94.6 million, which represents 28.8% of total deposits, with $45.8 million potentially uninsured[283]. - Advances from the Federal Home Loan Bank decreased by $4.2 million, or 8.4%, to $45.7 million at December 31, 2025 from $49.9 million at December 31, 2024[236]. Credit Quality - Provision for credit losses rose to $831,000 in 2025 compared to $158,000 in 2024, indicating increased credit risk management efforts[219]. - The allowance for credit losses as a percentage of total loans increased to 1.12% at December 31, 2025, compared to 1.09% at December 31, 2024[220]. - Nonperforming loans as a percentage of total loans decreased to 0.70% at December 31, 2025, from 0.76% at December 31, 2024[220]. Interest Income and Expense - Interest income remained unchanged at $22.5 million for the years ended December 31, 2024 and 2025, despite an increase in interest income on loans[247]. - Interest income on net loans and leases increased by $1.8 million, or 11.0%, to $17.7 million for the year ended December 31, 2025, driven by a 5.4% increase in the average balance of the loan portfolio[249]. - Interest expense decreased by $725,000, or 7.1%, to $9.2 million for the year ended December 31, 2025 from $9.9 million for the year ended December 31, 2024[246]. - The average cost of interest-bearing deposits declined by 13 basis points, or 4.9%, to 2.46% at December 31, 2025, compared to 2.59% at December 31, 2024[235]. Capital and Regulatory Compliance - Total shareholders' equity increased by $1.7 million, or 3.3%, to $53.8 million at December 31, 2025 from $52.1 million at December 31, 2024, primarily due to $2.8 million net income for the year[237]. - Broadstreet Bank's community bank leverage ratio was 11.74% at December 31, 2025, exceeding the required minimum of 9.0% to be considered "well capitalized"[238]. - The company has implemented strategies to manage interest rate risk, including maintaining capital levels above well-capitalized thresholds and managing the investment securities portfolio[262]. - Broadstreet Bank exceeded all regulatory capital requirements and was categorized as well-capitalized as of December 31, 2025[289]. Liquidity Management - The company monitors liquidity daily and runs quarterly stress tests to ensure operational liquidity under various scenarios[282]. - The company had outstanding commitments to originate loans totaling $35.7 million as of December 31, 2025, and expects sufficient funds to meet current lending commitments[290]. - The company anticipates $38.9 million in incoming cash flow from the securities portfolio over the next 24 months, with $20.7 million expected in 2026 and $18.2 million in 2027[284].

Financial Performance - The company reported net losses of $44.6 million and $41.1 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $261.5 million as of December 31, 2025[139]. - For the years ended December 31, 2025 and 2024, research and development expenses were $20.8 million and $22.2 million, representing approximately 63% and 58% of total revenue, respectively[176]. - The company anticipates that macroeconomic conditions and geopolitical climates will continue to impact its operating results and customer spending[174]. - The company’s operating results may fluctuate significantly, making future results difficult to predict and potentially causing results to fall below expectations[279]. - Economic conditions, including inflation and interest rate fluctuations, could materially and adversely affect the company's results of operations and liquidity[277]. Revenue Sources and Market Strategy - Sales and licensing of the ExPERT technology systems accounted for 48% and 45% of total revenue for the years ended December 31, 2025 and 2024, respectively[143]. - The company plans to grow its market opportunity by investing in technology, expanding distribution capabilities, and pursuing strategic partnerships and acquisitions[148]. - The company aims to increase penetration in existing markets and expand into adjacent markets, which requires significant time and resources[156]. - The company expects an increasing portion of revenue to come from milestone payments from SPL customers, indicating a reliance on a limited number of customer programs[208]. - One cell therapy company accounted for 26% of total revenue for the year ended December 31, 2025, while the five largest customers contributed approximately 42% of total revenue[207]. Research and Development - The company expects operating losses to continue as it expands research and development efforts and builds its business infrastructure[141]. - The demand for products is significantly influenced by research and development spending by biopharmaceutical companies, which may be affected by market conditions and budgetary constraints[172]. - The biopharmaceutical development process is inherently uncertain, with no assurance that any drug or therapeutic candidates will receive marketing approval or become viable commercial products[199]. - The company plans to continue significant investments in research and development to maintain its competitive position, despite the long payback cycle associated with such investments[176]. Competition and Market Risks - The company faces competition from established and early-stage life sciences technology companies, impacting its ability to capture market share[166]. - The company faces competition from major players such as Lonza Group AG, Thermo Fisher Scientific Inc., and others, which have greater financial and human resources for product development and marketing[170]. - The company acknowledges that its market opportunity estimates and growth forecasts may prove to be inaccurate, affecting its business growth[152]. - The company faces inherent industry-wide regulatory risks, including potential reductions in FDA approvals that could materially harm its business[205]. Supply Chain and Manufacturing - The company relies on a limited number of suppliers for key components, with approximately 13% of inventory additions in 2025 sourced from a single supplier[222]. - Global supply chain constraints in 2021 and 2022 resulted in suppliers prioritizing certain customers, which could impact the company's ability to meet demand[223]. - The company began manufacturing PAs in its own facilities in 2022 but will continue to outsource a portion of production, risking supply interruptions[229]. - The company must accurately forecast customer demand to manage inventory effectively; failure to do so could result in shortages or excesses, negatively impacting revenue[230]. Regulatory and Compliance Risks - Regulatory authorities have substantial discretion in the approval process, which may lead to delays or refusals of applications, impacting the company's revenue forecasts[203]. - The company is subject to stringent data privacy and security laws, and noncompliance could lead to significant penalties and reputational harm[257]. - The company may incur significant costs to comply with OSHA and other safety regulations, impacting operational expenditures[271]. - Changes in tariffs and trade policies may reduce demand for the company's products and adversely affect profitability, particularly due to geopolitical uncertainties[255]. Human Resources and Organizational Challenges - The company has 91 full-time employees as of December 31, 2025, and anticipates needing additional personnel to support future growth in sales and marketing strategies[312]. - Recruiting and training qualified personnel globally is time-consuming and costly, and failure to do so may harm the company's business and financial results[247]. - Future growth may strain the company's organizational and operational infrastructure, necessitating the hiring of specialized personnel to manage increased demand[313]. - The company faces intense competition for skilled personnel, which may limit its ability to attract and retain qualified employees on acceptable terms[308]. Cybersecurity and Data Protection - Cybersecurity threats, including ransomware attacks and data breaches, pose significant risks to the company's information technology systems and sensitive data[292]. - The company has invested in security measures to protect against cyber incidents, but there is no assurance that these measures will be fully effective[299]. - The company relies on third-party vendors for significant elements of its operations, which increases vulnerability to security breaches and service interruptions[297]. - Regulatory obligations may require the company to notify stakeholders of security incidents, leading to potential financial and reputational harm[300]. Legal and Liability Risks - The company maintains product liability insurance, but it may not fully protect against financial impacts from product liability claims, which could increase insurance rates or limit future coverage[319]. - The company may face legal claims regarding the wrongful use of trade secrets from former employers of its employees, which could result in substantial costs and distract management[323]. - The company does not carry insurance for all categories of risk, leaving it exposed to significant uninsured liabilities, particularly in product liability claims[327]. - Business disruptions, including natural disasters and geopolitical conflicts, could significantly harm the company's operations and financial condition[325].

Financial Performance - As of December 31, 2025, total assets decreased to $25,933,000 from $34,315,000 in 2024, representing a decline of approximately 24%[753] - The net loss attributable to BeyondSpring Inc. decreased to $1,006,000 in 2025 from $11,123,000 in 2024, reflecting a reduction of about 91%[755] - The total shareholders' deficit increased to $23,990,000 in 2025 from $14,285,000 in 2024, an increase of approximately 68%[753] - The company reported a loss from discontinued operations of $12,488,000 in 2025, compared to $7,828,000 in 2024, which is an increase of about 60%[755] - Basic and diluted loss per share improved to $0.02 in 2025 from $0.28 in 2024, showing a significant reduction in loss per share[755] - BeyondSpring Inc. reported a net loss of $16.693 million for the year ended December 31, 2024, and a net loss of $14.217 million for 2025, indicating a decrease in losses of approximately 8.8% year-over-year[762] - The company incurred $2.255 million in share-based compensation in 2024, which decreased to $722,000 in 2025, a reduction of 68.0%[762] - For the year ended December 31, 2025, the consolidated net loss was $14,217,000, a decrease from $16,693,000 in 2024[920] Cash and Liquidity - Cash and cash equivalents increased to $7,786,000 in 2025 from $2,922,000 in 2024, marking a growth of about 167%[753] - The total cash and cash equivalents from continuing operations at the end of 2025 were $7.786 million, up from $2.922 million at the end of 2024, representing a 167.5% increase[762] - Cash used in operating activities increased to $19.769 million in 2025 from $16.443 million in 2024, reflecting a 20.5% rise in cash outflows[762] - The company’s cash and cash equivalents as of December 31, 2025, were $4,352 million, down from $13,125 million in 2024[841] Liabilities and Shareholder Equity - Total current liabilities increased to $13,576,000 in 2025 from $11,010,000 in 2024, representing a rise of approximately 23%[753] - The total liabilities for the company were $14,899 million as of December 31, 2025, slightly down from $15,010 million in 2024[841] - Total current liabilities increased from $8,813 million in 2024 to $11,133 million in 2025, reflecting a rise of approximately 26.3%[841] Research and Development - Research and development expenses rose to $4,388,000 in 2025, up from $2,644,000 in 2024, indicating an increase of approximately 66%[755] - The company’s research and development expenses increased from $7,503 million in 2024 to $10,853 million in 2025, marking a rise of approximately 44.5%[844] - Clinical and pre-clinical expenses increased from $462,000 in 2024 to $1,630,000 in 2025[920] Revenue and Recognition - The company had no revenue reported for both 2024 and 2025, maintaining a consistent revenue position[755] - The Company recognizes revenue under ASC 606 when control of promised goods or services is obtained by the customer[804] - Collaboration arrangements are assessed under ASC 808 to determine the appropriate revenue recognition method[807] - The Company recognizes revenue from non-refundable upfront fees for licenses at the point in time when the license is transferred to the licensee[810] - The Lilly Collaboration Agreement resulted in recognized collaboration revenue of $2,001 million for both years ended December 31, 2024 and 2025[853] Asset Management - The company reported a decrease in depreciation expenses from $285,000 in 2024 to $87,000 in 2025, a decline of 69.5%[762] - The total long-lived assets of continuing operations decreased from $239,000 in 2024 to $166,000 in 2025[920] - Property and equipment, net, decreased from $239 million in 2024 to $166 million in 2025, a decline of approximately 30.5%[854] Shareholder Information - BeyondSpring Inc. has a total of 41,122,320 ordinary shares outstanding as of December 31, 2025, reflecting an increase from 40,316,320 shares at the end of 2024[765] - The total fair value of share options vested during 2024 was $1,412 million and decreased to $246 million in 2025[876] - As of December 31, 2025, the company had 2,731,806 share options outstanding with a weighted average exercise price of $5.01[875] - The intrinsic value of share options as of December 31, 2025 was $514 million[875] Strategic Initiatives - The Company operates in two reportable segments: Plinabulin pipeline and Targeted Protein Degradation (TPD) platform, with a focus on innovative cancer therapies[801] - On December 13, 2024, the Company approved a divestiture plan to sell 90% to 100% of its interests in SEED, qualifying the TPD platform for discontinued operations reporting[802] - The Company plans to divest approximately 90% to 100% of its interests in SEED, reflecting a strategic shift to optimize resources towards higher potential pipelines[836] - The divestiture of SEED will result in all assets and liabilities being classified as held-for-sale in the consolidated balance sheet as of December 31, 2024, and 2025[836] Taxation - The Company evaluates uncertain tax positions based on ASC 740, recognizing tax benefits that are "more likely than not" to be sustained[817] - The Company uses the liability method for accounting income taxes, with deferred tax assets and liabilities classified as non-current on the balance sheets[816] - The total deferred tax assets increased from $58,995 million in 2024 to $61,321 million in 2025[863] - The company recorded a valuation allowance against deferred tax assets of $57,812 million in both 2024 and 2025, indicating no change[863] Miscellaneous - The Company has not experienced any losses on cash and cash equivalents or short-term investments to date, indicating effective risk management[823] - The Series A-2 Preferred Shares redemption rights were removed on July 26, 2024, reclassifying them from mezzanine equity to permanent equity[909] - The Series A-3 Preferred Shares were classified as permanent equity due to the absence of non-controllable redemption features[911] - Wanchunbulin, a subsidiary, has committed to specific local authorities in PRC until 2033 under a government grant agreement[913]

Financial Performance - For the year ended December 31, 2025, the company reported an operating loss of $40.2 million, compared to a loss of $16.8 million for 2024, representing an increase of $23.3 million[569]. - The total operating expenses for 2025 were $40.2 million, up from $16.8 million in 2024, indicating a significant rise in operational costs[584]. - The company had an accumulated deficit of $130.4 million as of December 31, 2025[569]. - The company continues to incur significant operating losses and will require substantial additional funding to support ongoing operations and growth strategies[574]. - The company incurred an operating loss of $40.2 million for the year ended December 31, 2025, with an accumulated deficit of $130.4 million[600]. - Other income decreased by $19.2 million for the year ended December 31, 2025, primarily due to a decrease in gains from financial instruments[589]. Cash Flow and Financing - Cash used in operating activities was $28.1 million for the year ended December 31, 2025, consisting of a net loss of $39.7 million offset by $0.9 million in non-cash charges[604]. - The company had negative cash flows from operations of $28.1 million for the year ended December 31, 2025[600]. - Cash provided by financing activities was $20.9 million for the year ended December 31, 2025, including proceeds from discounted exercises and private placements[607]. - The company completed a private placement in January 2026 for gross proceeds of $75.5 million, selling 6,815,296 Common Shares and warrants[597]. - In January 2026, the company raised gross proceeds of $75.5 million from the sale of Common Shares and warrants in a private placement[571]. - The company expects existing cash to be sufficient to fund operating expenses through 2027 following the January 2026 Private Placement[601]. - The company will seek additional funding through public and private financings, debt financings, and collaboration agreements to support future clinical activities[602]. Expenses and Investments - Research and development expenses increased by $22.7 million, or 214%, for the year ended December 31, 2025, primarily due to increased spending on the lead program PMN310[585]. - General and administrative expenses increased by $0.6 million, or 10%, for the year ended December 31, 2025, primarily due to increased employee salaries and benefits[588]. Risk Management - The company is exposed to credit risk primarily through cash and short-term investments, managing this risk by placing cash with accredited financial institutions[615]. - Liquidity risk is managed by continuously monitoring actual and projected cash flows, with the Board reviewing the operating budget[616]. - The company does not believe foreign exchange risk had a material effect on its financial condition or results of operations for the years ended December 31, 2025, or 2024[617]. - Inflation has not materially affected the company's business, financial condition, or results of operations during the years ended December 31, 2025, or 2024[618]. - As of December 31, 2025, a hypothetical 10% change in interest rates would not materially impact the company's financial statements[615]. Revenue Generation - The company has not generated any revenue since inception and does not expect to do so in the near future[576]. - The company sold 40,795 Common Shares for net proceeds of $0.7 million during the year ended December 31, 2025[593]. - The company sold 3,034 shares for net proceeds of approximately $0.2 million during the year ended December 31, 2024[591].

Revenue and Growth - Stran reported revenue of $116.2 million for the fiscal year 2025, reflecting a 40.6% year-over-year growth from $82.7 million in 2024[3] - The company achieved approximately 12.9% organic growth in its core promotional products business, driven by increased spending from existing customers and new customer acquisitions[3] - Stran serves over 2,000 active customers, including more than 30 Fortune 500 companies, enhancing revenue visibility and sustainable growth[3] Profitability and Loss - EBITDA for 2025 was $0.2 million, a significant improvement of $3.8 million compared to a loss of $(3.6) million in 2024[4] - Stran reported a net loss of $0.7 million for 2025, an improvement from a net loss of $4.1 million in 2024[11] - The company reported a net loss of $747,000 for 2025, a significant improvement compared to a net loss of $4,140,000 in 2024[21] - EBITDA for 2025 was $184,000, recovering from a loss of $3,616,000 in 2024, indicating improved operational performance[24] Cash Flow and Investments - Cash, cash equivalents, and investments totaled $11.6 million as of December 31, 2025[4] - Cash flows from operating activities showed a net cash outflow of $4,673,000 in 2025, contrasting with a net cash inflow of $2,760,000 in 2024[21] - The company generated $9,249,000 from the sale of investments in 2025, compared to $8,659,000 in 2024, reflecting a positive trend in investment returns[21] - Total cash and cash equivalents at the end of 2025 were $6,753,000, down from $9,358,000 at the end of 2024[21] - The company reported a net cash inflow from investing activities of $3,235,000 in 2025, a turnaround from a cash outflow of $533,000 in 2024[21] - Cash used in financing activities was $1,167,000 in 2025, compared to $928,000 in 2024, indicating increased financial obligations[21] Operating Expenses and Management - Operating expenses rose by $5.5 million, or 17.8%, to $36.2 million, but as a percentage of sales, they decreased to 31.1% from 37.2% in the prior year[11] - The provision for credit losses increased to $373,000 in 2025 from $211,000 in 2024, suggesting a cautious approach to credit risk management[21] - The company’s net cash used in operating activities reflects a strategic shift, with a focus on improving cash flow management despite the net loss[21] Strategic Initiatives - The company plans to deepen enterprise customer relationships and expand its programmatic revenue base while investing in technology and pursuing selective acquisitions[5] - The company launched a client-branded online gifting platform to enhance its e-commerce offerings and support future growth[5] Asset Utilization - The company incurred $1,107,000 in depreciation and amortization in 2025, up from $824,000 in 2024, indicating increased asset utilization[21]

Financial Performance - The company reported a net loss of $4.9 million for 2025, a reduction from a net loss of $9.7 million in 2024, largely due to a $6.0 million gain from lease liability reversal[8] - Total revenue for 2025 was $0, a decrease from $500,000 in 2024, reflecting a significant decline in operational performance[17] - Total operating expenses for 2025 were $4.2 million, down from $12.7 million in 2024, primarily due to reduced litigation and impairment losses[17] Cash and Liquidity - Cash and cash equivalents decreased to $3.7 million as of December 31, 2025, from $12.5 million as of December 31, 2024, indicating potential liquidity issues for the next 12 months[3] - The company has engaged in significant cost reductions and requires substantial additional financing in the short term to continue operations[9] Expenses - Research and development expenses for 2025 were $3.3 million, a significant increase from $0 in 2024, due to activities following the acquisition of GPCR Therapeutics USA Inc.[4] - General and administrative expenses rose to $6.8 million in 2025, up from $5.4 million in 2024, primarily due to costs associated with the acquisition and integration of GPCR USA[5] Shareholder Considerations - The weighted-average basic and diluted common shares outstanding increased to 6,297,094 in 2025 from 2,043,278 in 2024, indicating a potential dilution of shares[17] - The company is exploring strategic alternatives to maximize stockholder value following its restructuring and acquisition activities[10] Lease and Gains - The company recognized a $6.0 million gain from the early termination of its Chicago office lease, effective January 31, 2025[6]

Sales Performance - Total sales increased by 40.6% to approximately $116.2 million for the year ended December 31, 2025, compared to approximately $82.7 million for the year ended December 31, 2024[261]. - Sales from the Stran segment rose to approximately $82.1 million for the year ended December 31, 2025, up from approximately $72.7 million for the year ended December 31, 2024, driven by higher spending from existing clients and new customers[270]. - Sales from the SLS segment, which includes the Gander Group business, increased to approximately $34.1 million for the year ended December 31, 2025, from $9.9 million for the year ended December 31, 2024, primarily due to a full year of consolidated operations following the acquisition[270]. - Program clients accounted for 83.0% of total revenue for the year ended December 31, 2025, compared to 83.3% for the year ended December 31, 2024, with fewer than 350 of over 2,000 active customers classified as program clients[257]. Profitability and Costs - Gross profit for the year ended December 31, 2025, was $34.2 million, representing 29.5% of total revenues, down from 31.2% in 2024[268]. - Total cost of sales for the year ended December 31, 2025, was $81.96 million, which is 70.5% of total revenues, compared to 68.8% in 2024[268]. - Total cost of sales increased 44.2% to approximately $82.0 million for the year ended December 31, 2025, from approximately $56.8 million for the year ended December 31, 2024[271]. - Total gross profit increased 32.6% to approximately $34.2 million, or 29.5% of sales, for the year ended December 31, 2025, from approximately $25.8 million, or 31.2% of sales, for the year ended December 31, 2024[272]. - Gross profit margin decreased to 29.5% for the year ended December 31, 2025, from 31.2% for the year ended December 31, 2024, primarily due to the lower margin of Gander Group Assets[273]. Net Loss and Financial Position - The net loss for the year ended December 31, 2025, was $747,000, or 0.6% of total revenues, an improvement from a net loss of $4.14 million, or 5.0% of total revenues, in 2024[268]. - Net loss for the year ended December 31, 2025 was approximately $0.7 million, compared to a net loss of approximately $4.1 million for the year ended December 31, 2024[280]. - The company had approximately $49.3 million in total assets and approximately $30.5 million in total stockholders' equity as of December 31, 2025[261]. Cash Flow and Investments - Cash and cash equivalents as of December 31, 2025 were approximately $6.8 million, with investments of approximately $4.9 million[281]. - Net cash used in operating activities was approximately $4.7 million for the year ended December 31, 2025, compared to net cash provided by operating activities of approximately $2.8 million for the year ended December 31, 2024[286]. - Net cash provided by investing activities was approximately $3.2 million for the year ended December 31, 2025, compared to net cash used in investing activities of approximately $0.5 million for the year ended December 31, 2024[287]. - Acquisition of Gander Group Assets involved cash payments of approximately $1.1 million and assumption of liabilities totaling approximately $5.5 million[289]. Tax and Accounting - Effective tax provision for the year ended December 31, 2025 was approximately $120 thousand, with an effective tax rate of 19.2%[278]. - The company prepares financial statements in accordance with U.S. GAAP, requiring estimates and assumptions that could significantly affect reported amounts[293]. - Critical accounting estimates are defined as those that involve highly uncertain assumptions and could materially impact financial condition or results of operations[294]. Lease Obligations - Total future non-cancelable minimum lease payments amount to $2.681 million, with the largest payment of $697,000 due in 2026[290]. - Lease costs for the years ended December 31, 2025, and 2024 were approximately $0.6 million and $0.7 million, respectively[291]. Market Impact - The U.S. tariffs on imports, particularly from China, have impacted pricing and may lead to further price increases, affecting gross margins and customer retention[260]. - Net reward card program liabilities decreased from approximately $6.0 million as of December 31, 2024, to $1.5 million as of December 31, 2025[292]. Company Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to rely on certain exemptions from disclosure requirements[262].

IPO and Financing - The company completed its IPO on October 23, 2025, selling 6,000,000 Units at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000[31]. - A private placement of 252,500 Units was simultaneously completed, generating total proceeds of $2,525,000[32]. - Following the IPO, $60,000,000 of net proceeds was deposited into a Trust Account, which will be used for a Business Combination or general corporate purposes[33]. - The company intends to use cash from the Trust Account and may seek additional financing to complete its initial Business Combination[39]. - The company must complete a Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[43]. Business Combination Agreements - The company entered into a Business Combination Agreement with Goodvision AI Inc. on March 6, 2026, where Goodvision will be the surviving corporation[34]. - The company may pursue a Business Combination with affiliated target businesses, provided an independent valuation opinion is obtained[42]. - The company may face intense competition from other entities in identifying and acquiring target businesses, which could limit its options[85]. - The company may attempt to complete multiple business combinations simultaneously, which could increase costs and risks, negatively impacting operations and profitability[133]. Shareholder Rights and Redemption - Shareholder approval is required for mergers involving the company, particularly if issuing Ordinary Shares equal to or exceeding 20% of the outstanding shares[52]. - Public Shareholders can redeem shares at a price equal to the aggregate amount in the Trust Account, divided by the number of outstanding Public Shares, prior to the initial business combination[55]. - If shareholder approval is sought, a majority of the outstanding Ordinary Shares must vote in favor for the business combination to proceed[62]. - The company will not complete the business combination if the aggregate cash consideration for redemptions exceeds the cash available[63]. - Public Shareholders are limited to redeeming no more than 15% of the shares sold in the IPO if shareholder approval is sought[65]. Financial Condition and Risks - The company has generated no revenues to date and does not expect to generate operating revenues until the completion of its initial Business Combination[37]. - The company has a working capital of $503,036 as of December 31, 2025, raising doubts about its ability to continue as a going concern[94]. - The company must complete its initial business combination by April 23, 2027, or it will cease operations and redeem public shares at a price of $10.00 per share or less[110]. - If the initial business combination is not completed, Public Shareholders who elected to redeem their shares will not receive any redemption[71]. - The company expects to incur significant costs related to its liquidation plan, potentially requiring up to $100,000 from accrued interest in the Trust Account[76]. Regulatory and Compliance Challenges - The company may face complexities and delays in mergers and acquisitions due to PRC regulations, which require approvals from the Ministry of Commerce (MOFCOM) and other authorities[197]. - Foreign ownership is restricted in certain industries in China, limiting potential acquisition candidates for the company[198]. - The PRC Antitrust Law, effective since August 1, 2008, regulates business combinations and may impact the company's ability to complete acquisitions[206]. - The company must comply with foreign exchange regulations, which may restrict its ability to utilize cash flow effectively after business combinations[209]. - Acquisitions involving PRC target companies may require national security reviews, potentially delaying transactions and increasing resource expenditure[213]. Market and Competitive Environment - The number of special purpose acquisition companies has increased significantly since Q4 2020, making it harder to find attractive targets[86]. - The company expects intense competition for business combination opportunities from well-established entities with greater resources[118]. - The combined company must adapt to rapidly changing technology and evolving industry standards to remain competitive[170]. - The company may face challenges in completing acquisitions with non-U.S. companies due to foreign ownership regulations, limiting the pool of potential targets[138]. Management and Operational Risks - The executive officers are not obligated to devote specific hours to the company's affairs, which may affect the pace of business combination efforts[88]. - The company’s management team may face conflicts of interest due to their involvement in other businesses, impacting the focus on the company’s affairs[161]. - The departure of key personnel from an acquisition candidate upon completion of the business combination could adversely affect operations and profitability[135]. - The potential issuance of additional ordinary shares could make the company a less attractive acquisition vehicle for target businesses[155]. Technology and Innovation Risks - The technology platforms are complex and may encounter unforeseen difficulties, potentially leading to performance problems[171]. - New technologies could disrupt the business model, impacting results of operations and financial condition[172]. - Entering into business combinations with technology companies may involve unique risks that could be detrimental[173]. - Failure to enhance products or develop new ones could adversely affect the business and financial condition[170].