Spectral AI(MDAI) - 2025 Q2 - Quarterly Report

Part I. Financial Information Item 1. Interim Financial Statements Presents Spectral AI, Inc.'s unaudited condensed consolidated financial statements, detailing financial position and performance Unaudited Condensed Consolidated Balance Sheets Unaudited Condensed Consolidated Balance Sheets (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Assets | | | | Cash | $10,524 | $5,157 | | Accounts receivable, net | $1,467 | $2,505 | | Total current assets | $14,001 | $10,122 | | Total Assets | $16,009 | $12,095 | | Liabilities and Stockholders' Deficit | | | | Accounts payable | $1,986 | $4,035 | | Accrued expenses | $2,547 | $3,210 | | Warrant liabilities | $10,555 | $6,451 | | Total current liabilities | $16,186 | $17,644 | | Notes payable, long-term | $7,632 | $- | | Total Liabilities | $25,160 | $19,346 | | Total Stockholders' Deficit | $(9,151) | $(7,251) | | Total Liabilities and Stockholders' Deficit | $16,009 | $12,095 | Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Research and development revenue | $5,065 | $7,478 | $11,772 | $13,804 | | Gross profit | $2,290 | $3,314 | $5,458 | $6,259 | | Operating loss | $(2,123) | $(2,442) | $(3,019) | $(4,585) | | Change in fair value of warrant liability | $(5,449) | $348 | $(1,196) | $368 | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | | Net loss per share (Basic and Diluted) | $(0.31) | $(0.16) | $(0.21) | $(0.36) | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit (in thousands) | Item | Balance at Dec 31, 2024 | Stock-based compensation | Issuance of Common Stock from debt offering | Issuance of common stock to pay convertible debt | Sale of common stock | Exercise of stock options | Cumulative translation adjustment | Net income/loss | Balance at June 30, 2025 | | :-------------------------- | :---------------------- | :----------------------- | :------------------------------------------ | :----------------------------------- | :------------------- | :---------------------- | :------------------------------ | :-------------- | :----------------------- | | Common Stock (Shares) | 22,594,877 | - | 2,028,846 | 610,426 | 310,925 | 43,047 | - | - | 25,737,820 | | Common Stock (Amount) | $2 | $- | $- | $- | $- | $- | $- | $- | $2 | | Additional Paid-in Capital | $40,973 | $200 | $377 | $1,433 | $543 | $158 | $- | $- | $44,095 | | Accumulated Other Comprehensive Income | $3 | $- | $- | $- | $- | $- | $49 | $- | $52 | | Accumulated Deficit | $(48,229) | $- | $- | $- | $- | $- | $- | $(5,071) | $(53,300) | | Total Stockholders' Deficit | $(7,251) | $611 | $377 | $1,433 | $543 | $158 | $49 | $(5,071) | $(9,151) | Unaudited Condensed Consolidated Statements of Cash Flows Unaudited Condensed Consolidated Statements of Cash Flows (in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,867) | $(8,042) | | Net cash provided by financing activities | $10,185 | $10,131 | | Effect of exchange rate changes on cash | $49 | $(2) | | Net increase in cash | $5,367 | $2,087 | | Cash, beginning of period | $5,157 | $4,790 | | Cash, end of period | $10,524 | $6,877 | Notes to Unaudited Condensed Consolidated Financial Statements Detailed notes clarifying accounting policies, fair value, revenue, debt, and equity for the unaudited consolidated financial statements Note 1. Nature of the Business and Presentation Spectral AI, Inc. focuses on AI-driven burn wound diagnostics, generating government contract revenue and pursuing FDA approval for DeepView System - Spectral AI, Inc. is an Artificial Intelligence (AI) company focused on predictive medical diagnostics, with its DeepView™ System designed to assess burn wound healing potential[15] - The DeepView System received UKCA marking for burn indications in February 2024 and a De Novo application was filed with the FDA in June 2025 for Class II medical device designation[16] - The company currently generates revenue from contract development and research services for governmental agencies (primarily BARDA and MTEC) and has generated no product revenue to date[18][19] - A new contract with BARDA in September 2023 provides up to $150.0 million in additional funding, including an initial $54.9 million for clinical validation, system distribution, and FDA submission[19] - Liquidity Position (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :---------------- | | Cash | $10,524 | $5,157 | | Accumulated Deficit | $(53,300) | $(48,229) | | Debt Outstanding | $7,700 | $2,800 | - The company believes it has sufficient working capital to fund operations for at least one year, supported by the BARDA contract, MTEC Agreement, and Avenue Financing[45] - An immaterial correction of errors in prior period financial information resulted in a $126,000 increase to both accumulated deficit and additional paid-in capital as of December 31, 2024 and 2023[26] - Accounts receivable and research and development revenue are highly concentrated, with one U.S. government agency representing 94% of net receivables (June 30, 2025) and 92% of revenue (three months ended June 30, 2025)[40][41] Note 2. Recent Accounting Pronouncements Evaluates the impact of recent accounting standards, ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation), on financial statements - ASU 2023-09 (Income Taxes) requires more detailed income tax disclosures, effective for annual periods beginning after December 15, 2024[46] - ASU 2024-03 (Expense Disaggregation Disclosures) requires additional information about specific expense categories, effective for fiscal years beginning after December 15, 2026[47] Note 3. Fair Value Measurements Measures financial liabilities, primarily warrant liabilities, at fair value, with a significant increase due to Level 3 warrant changes - Fair Value Measured as of June 30, 2025 (in thousands) | Item | Fair value | Level 1 | Level 2 | Level 3 | | :------------------ | :--------- | :------ | :------ | :------ | | Warrant liabilities | $10,555 | $5,903 | $- | $4,651 | - Fair Value Measured as of December 31, 2024 (in thousands) | Item | Fair value | Level 1 | Level 2 | Level 3 | | :-------------------------- | :--------- | :------ | :------ | :------ | | Warrant liabilities | $6,451 | $6,409 | $- | $41 | | Short-term notes payable – Yorkville | $2,365 | $- | $- | $2,365 | - Changes in Level 3 Liabilities Measured at Fair Value (in thousands) | Period | Balance - January 1, 2025 | Fair value at issuance | Change in fair value | Balance - June 30, 2025 | | :-------------------------- | :---------------------- | :--------------------- | :------------------- | :---------------------- | | Six months ended June 30, 2025 | $41 | $2,908 | $1,702 | $4,651 | - Public Warrants were amended in November 2024 to have an exercise price of $2.75 per share, down from $11.50[52] - The company issued 2,068,846 Investor Warrants in March 2025 with an exercise price of $1.80 per share, classified as liability instruments due to certain terms[54][56] - As part of the Avenue Financing, 768,072 Avenue Warrants were issued, classified as liability instruments, with an exercise price equal to the lower of $1.66 per share or the lowest price in future equity raises through December 31, 2025[58][70] Note 4. Research and Development Revenue Research and development revenue decreased for both three and six months ended June 30, 2025, primarily due to reduced BARDA contract activity - Research and Development Revenue by Source (in thousands) | Source | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | BARDA | $4,649 | $7,066 | $11,030 | $13,167 | | Other U.S. governmental authorities | $416 | $412 | $742 | $637 | | Total revenue | $5,065 | $7,478 | $11,772 | $13,804 | - Contract Liabilities (Deferred Revenue, in thousands) | Item | December 31, 2024 Balance | Additions | Reductions | June 30, 2025 Balance | | :----------------- | :------------------------ | :-------- | :--------- | :-------------------- | | Deferred revenue | $960 | $3,615 | $(4,151) | $424 | - Research and development expense for the six months ended June 30, 2025, was $6.6 million, down from $9.7 million in the comparable 2024 period[64] Note 5. Accrued Expenses Accrued expenses decreased from December 31, 2024, to June 30, 2025, primarily due to reduced salary and wages - Accrued Expenses (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------ | :-------------- | :---------------- | | Salary and wages | $1,676 | $2,196 | | Operating expenses | $222 | $355 | | Benefits | $446 | $411 | | Non-operating expenses | $60 | $60 | | Taxes | $143 | $188 | | Total accrued expenses | $2,547 | $3,210 | Note 6. Notes Payable Secured new long-term debt via Avenue Financing, including an initial draw-down and potential second tranche, while repaying Yorkville Convertible Notes - Notes Payable Outstanding Balance (in thousands) | Note Type | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Avenue Capital Note Principal and Final Payment Fee | $9,250 | $- | | Yorkville Convertible Notes, at fair value | $- | $2,365 | | 2024 Insurance Note | $62 | $422 | | Total Outstanding Balance | $9,312 | $2,787 | | Less: current portion of notes payable | $(62) | $(2,787) | | Unamortized debt discounts and debt issuance costs | $(1,618) | $- | | Notes payable, long term | $7,632 | $- | - The company completed the Avenue Financing on March 24, 2025, with an initial draw-down of $8.5 million[67] - The Avenue Financing has a three-year term, matures on March 1, 2028, and accrues interest at the greater of (i) Prime Rate + 5.25% or (ii) 12.75%; a final payment of $0.8 million is due at maturity[68] - A second financing tranche of $6.5 million under the Avenue Financing is contingent upon FDA clearance of the DeepView System and a $7.0 million equity raise[68][131] - The remaining $2.4 million of Yorkville Convertible Notes were repaid during the six months ended June 30, 2025, with $1.2 million in cash and $1.2 million in common stock[72] Note 7. Commitments and Contingencies The company is not involved in any material legal proceedings or pending claims significantly impacting its business or financial condition - The Company is not a party to any material legal proceedings or pending claims[74] Note 8. Stockholders' Deficit Following the Business Combination, the company's certificate of incorporation was amended to authorize common and preferred stock - The company's certificate of incorporation was amended to authorize 80 million shares of Common Stock and 1 million shares of Preferred Stock[75] Note 9. Stock-Based Compensation Recorded stock-based compensation expense, modified RSU awards, and granted new stock options, including those tied to stock price targets - Stock-Based Compensation Expense (in thousands) | Period | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------- | :------------------------------- | :----------------------------- | | Stock-based compensation expense | $400 | $600 | - Restricted Stock Unit (RSU) Activity (Six Months Ended June 30, 2025) | Item | Number of Shares | Weighted Average Grant Date Fair Value per Share | | :-------------------------- | :--------------- | :--------------------------------------- | | Nonvested as of January 1, 2025 | 169,400 | $1.98 | | Vested | (109,700) | $1.82 | | Nonvested as of June 30, 2025 | 59,700 | $1.73 | - During the six months ended June 30, 2025, the company modified 150,000 RSU awards, accelerating vesting for 100,000 awards upon modification and 50,000 awards to vest by December 31, 2025[78] - The company granted 550,000 stock options that vest based on the 30-day VWAP meeting or exceeding $3.00 per share, and 360,434 stock options that vest over a 1-year service period[80][81] - Total unrecognized compensation expense related to stock options was $1.0 million (expected over 1.2 years) and for RSUs was $85 thousand (expected over 0.55 years) as of June 30, 2025[79][82] Note 10. Net Loss Per Common Share Excluded potentially dilutive securities from net loss per common share calculation due to their anti-dilutive effect - Potentially Dilutive Securities Excluded from EPS Calculation (Six Months Ended June 30, in thousands) | Security Type | 2025 | 2024 | | :------------------------ | :----- | :----- | | Common stock options | 4,408 | 3,931 | | Common stock warrants | 11,344 | 8,507 | | Unvested restricted stock units | 60 | 469 | | Total | 15,812 | 12,908 | Note 11. Related Party Transactions Spectral IP, a subsidiary, engaged in a related party note transaction, converting to common stock, and entered an IP license agreement with the Company - Spectral IP, a wholly-owned subsidiary, received a $1.0 million note payable investment from an affiliate of its largest stockholder in March 2024[87] - The Spectral IP Note was amended in October 2024 and fully converted into 540,996 shares of Common Stock by the end of 2024[88] - In May 2025, Spectral IP received a worldwide, non-exclusive license to one international patent asset from the Company[89] - Spectral IP is undergoing a reorganization to acquire Sauvegarder Investment Management, Inc. by issuing Spectral IP common and preferred stock[90] Note 12. Subsequent Events There were no subsequent events requiring disclosure Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of Spectral AI's financial condition and operational results, covering business model, key metrics, liquidity, and future outlook Overview Spectral AI focuses on AI-driven burn wound diagnostics with DeepView System, completed a pivotal study, and generates government contract revenue - Spectral AI is an AI company focused on predictive medical diagnostics, with its DeepView System having received FDA breakthrough device designation (BDD) status, primarily for burn indications[93] - The company completed enrollment for its pivotal clinical study by the end of 2024, with 267 patients across 22 sites in burn centers and emergency departments[94] - Revenue is currently generated from contract development and research services for governmental agencies, including BARDA (up to $150.0 million new contract), MTEC ($4.9 million grant), and DHA[95][96][97] - Once commercialized, the DeepView System is anticipated to have two revenue streams: a SaMD (software as a medical device) model with a SaaS licensing fee and an imaging device component[98] Key Operating and Financial Metrics Monitors key metrics including R&D revenue, gross profit, net loss, and Adjusted EBITDA, showing improved performance for six months ended June 30, 2025 - Key Operating and Financial Metrics (in thousands, except percentages) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Research and development revenue | $5,065 | $7,478 | $11,772 | $13,804 | | Gross profit | $2,290 | $3,314 | $5,458 | $6,259 | | Gross margin | 45.2% | 44.3% | 46.4% | 45.3% | | Operating loss | $(2,123) | $(2,442) | $(3,019) | $(4,585) | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | | Adjusted EBITDA | $(1,712) | $(2,038) | $(2,396) | $(3,895) | - Adjusted EBITDA is defined as net loss excluding income taxes, depreciation, net interest income, stock compensation, transaction costs, and any non-operating financial income and expense[104] Key Factors that May Influence Future Results of Operations Future results depend on U.S. governmental contract awards, commercialization pricing, and risks from supply chain disruptions and supplier concentration - The company's revenue is almost exclusively dependent on existing and future U.S. governmental contract awards, leading to potential inconsistency in operating results[106] - Commercial sales of the DeepView System may require lower pricing and incentives to accelerate adoption, which could negatively impact future revenue and gross margin percentages[107] - The company is reliant on contract manufacturers and suppliers, facing risks of component shortages, delays, increased costs, and supply chain disruptions due to supplier concentration[108] Components of Consolidated Statements of Operations Outlines primary components of consolidated statements of operations, including R&D revenue, cost of revenue, gross profit, operating costs, and other income/expense - Research and development revenue is the primary source, highly dependent on reimbursements from BARDA and other U.S. governmental contract awards[109] - Cost of revenues primarily consists of direct and indirect costs associated with research and development expenses related to BARDA and MTEC contracts[110] - Gross profit is affected by fixed reimbursement rates under government contracts and a variable component for non-reimbursed expenses[111] - Operating costs and expenses include general and administrative expenses (salaries, consulting, rent, insurance, office) and non-revenue generating research and development expenses[112] - Other income (expense) primarily includes transaction costs, net interest income, changes in the fair value of warrant liabilities, and foreign exchange gains/losses[113] Results of Operations Experienced decreased R&D revenue and cost of revenue, improved gross margin, reduced G&A, but net loss widened due to warrant liability fair value changes - Consolidated Results of Operations (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Research and development revenue | $5,065 | $7,478 | $11,772 | $13,804 | | Cost of revenue | $(2,275) | $(4,164) | $(6,314) | $(7,545) | | Gross profit | $2,290 | $3,314 | $5,458 | $6,259 | | General and administrative | $4,413 | $5,756 | $8,477 | $10,844 | | Operating loss | $(2,123) | $(2,442) | $(3,019) | $(4,585) | | Total other income (expense), net | $(5,864) | $(353) | $(2,000) | $(1,393) | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | - Research and Development Revenue Change (in thousands, except percentages) | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | Three months ended June 30, | $5,065 | $7,478 | $(2,413) | -32.3% | | Six months ended June 30, | $11,772 | $13,804 | $(2,032) | -14.7% | - Cost of Revenue Change (in thousands, except percentages) | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | Three months ended June 30, | $2,775 | $4,164 | $(1,389) | -33.4% | | Six months ended June 30, | $6,314 | $7,545 | $(1,231) | -16.3% | - Gross Margin Change (percentage points) | Period | 2025 | 2024 | Change (pp) | | :-------------------------- | :----- | :----- | :---------- | | Three months ended June 30, | 45.2% | 44.3% | +0.9% | | Six months ended June 30, | 46.4% | 45.3% | +1.1% | - General and Administrative Expense Change (in thousands, except percentages) | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | Three months ended June 30, | $4,413 | $5,756 | $(1,343) | -23.3% | | Six months ended June 30, | $8,477 | $10,844 | $(2,367) | -21.8% | - The change in fair value of warrant liability decreased by approximately $5.8 million for the three months and $1.6 million for the six months ended June 30, 2025, compared to 2024, primarily due to the repricing of Public Warrants in November 2024[122] Non-GAAP Financial Measures Uses Adjusted EBITDA as a non-GAAP metric to evaluate performance, showing improved results for both three and six months ended June 30, 2025 - Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | | Depreciation expense | $- | $2 | $12 | $5 | | Provision for income taxes | $(19) | $69 | $52 | $91 | | Net interest (income) expense | $277 | $6 | $297 | $(8) | | EBITDA | $(7,710) | $(2,787) | $(4,710) | $(5,981) | | Stock-based compensation | $411 | $402 | $611 | $685 | | Borrowing related costs | $124 | $699 | $705 | $975 | | Change in fair value of warrant liability | $5,449 | $(348) | $1,196 | $(368) | | Change in fair value of notes payable | $- | $167 | $(220) | $101 | | Foreign exchange transaction loss | $14 | $9 | $22 | $25 | | Other (income) expenses, including transaction costs | $- | $(180) | $- | $668 | | Adjusted EBITDA | $(1,712) | $(2,038) | $(2,396) | $(3,895) | Liquidity and Capital Resources As of June 30, 2025, the company had $10.5 million cash and $7.7 million notes payable, with sufficient working capital for one year, supported by BARDA and Avenue Financing - As of June 30, 2025, the company had $10.5 million in cash, $7.7 million in notes payable, and an accumulated deficit of $53.3 million[128] - The company believes it has sufficient working capital for at least one year, supported by the PBS BARDA Contract (up to $150.0 million) and the Avenue Financing (up to $15.0 million)[129][130] - The Avenue Financing includes an initial draw-down of $8.5 million and a second tranche of $6.5 million contingent on FDA clearance of the DeepView System and a $7.0 million equity raise[130][131] - As a condition to the Avenue Financing, the company raised an additional $2.7 million from the sale of 2,076,923 shares of Common Stock at $1.30 per share[133] - Cash Flows (Six Months Ended June 30, in thousands) | Activity | 2025 | 2024 | | :---------------------------------- | :------- | :------- | | Net cash used in operating activities | $(4,867) | $(8,042) | | Net cash provided by financing activities | $10,185 | $10,131 | - Net cash used in operating activities decreased by approximately $3.2 million, primarily due to decreased staffing levels and consulting costs[136] - Net cash provided by financing activities increased slightly due to proceeds from the Avenue Financing and attendant equity raise, partially offset by Yorkville debt repayments[137] - A material weakness in financial statement close process controls has not yet been remediated, impacting the effectiveness of disclosure controls and procedures[158] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Spectral AI acknowledges exposure to interest rate, foreign exchange, credit, and inflation risks - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[157] - The company is exposed to interest rate, foreign exchange, credit, and inflation risks in the ordinary course of business[151] - Interest rate sensitivity primarily affects the cost of future borrowings, as current notes are tied to Prime plus 5%[152] - Credit risk is concentrated in cash holdings (exceeding federally insured limits) and accounts receivable, with a majority from one U.S. government agency[154][155] - Inflationary pressures on product, employee, or other costs could adversely affect gross margin and selling, general, and administrative expenses[156] Item 4. Controls and Procedures Disclosure controls and procedures were not effective due to an un-remediated material weakness in financial statement close process controls, with remediation efforts underway - Disclosure controls and procedures were not effective as of June 30, 2025, due to an un-remediated material weakness in financial statement close process controls[158] - The material weakness relates to financial statement close process controls not consistently operating effectively or lacking appropriate evidence for account reconciliations, transactions, and journal entries[158] - Remediation efforts include engaging professional accounting services, strengthening and documenting accounting processes, and enhancing ERP system functionality[163] - Despite the material weakness, management believes the condensed consolidated financial statements fairly present the company's financial condition, results of operations, and cash flows[159] Part II. Other Information Item 1. Legal Proceedings The company is not involved in any material legal proceedings or pending claims significantly affecting its business or financial condition - The Company is not a party to any material legal proceedings or pending claims[165] Item 1A. Risk Factors No material changes to risk factors previously disclosed in the Annual Report on Form 10-K and Registration Statement on Form S-4 - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K (March 31, 2025) and the Registration Statement on Form S-4 (January 5, 2024)[166] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities occurred; planned use of proceeds remains materially unchanged - No unregistered sales of equity securities occurred during the period[167] - There has been no material change in the planned use of proceeds from the Business Combination or the Avenue Financing[168] Item 3. Defaults Upon Senior Securities No defaults upon senior securities occurred during the period - No defaults upon senior securities occurred during the period[169] Item 4. Mine Safety Disclosures No disclosures related to mine safety were required - No mine safety disclosures were required[170] Item 5. Other Information No other information requiring disclosure was reported - No other information requiring disclosure was reported[171] Item 6. Exhibits Lists exhibits filed with the Quarterly Report on Form 10-Q, including the Business Combination Agreement, officer certifications, and XBRL - Key exhibits include the Business Combination Agreement, certifications from the Principal Executive Officer and Chief Financial Officer, and Inline XBRL documents[173] Part III. Signatures - The report is signed by J. Michael DiMaio, Principal Executive Officer, and Vincent S. Capone, Chief Financial Officer, on August 12, 2025[178][179]