PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents AIRO Group Holdings, Inc.'s unaudited condensed consolidated financial statements for periods ending June 30, 2025 and 2024 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $40.3M | $20.7M | | Total Current Assets | $79.2M | $42.6M | | Goodwill | $572.0M | $557.5M | | **Total Assets** | **$747.8M** | **$701.0M** | | **Liabilities & Equity** | | | | Total Current Liabilities | $66.5M | $96.6M | | **Total Liabilities** | **$68.3M** | **$152.3M** | | **Total Stockholders' Equity** | **$679.6M** | **$548.7M** | - Total assets increased to **$747.8 million** from **$701.0 million** at year-end 2024, driven by a significant rise in cash following the IPO[11](index=11&type=chunk) - Total liabilities saw a substantial decrease to **$68.3 million** from **$152.3 million**, primarily due to the settlement of contingent consideration and other borrowings post-IPO[12](index=12&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | $24.6M | $9.8M | +151.0% | | Gross Profit | $15.0M | $5.8M | +160.3% | | Loss from Operations | ($19.7M) | ($2.7M) | +631.1% | | Net Income (Loss) | $5.9M | ($5.6M) | Turnaround | | Basic EPS | $0.32 | ($0.34) | Turnaround | - The company achieved net income of **$5.9 million** in Q2 2025, a significant **Turnaround** from a net loss of **($5.6 million)** in Q2 2024, primarily driven by a **$15.6 million** gain on debt extinguishment and **$20.1 million** in other income, offsetting a higher loss from operations[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (Unaudited, Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($30.8M) | ($7.8M) | | Net cash used in investing activities | ($1.1M) | ($0.5M) | | Net cash provided by financing activities | $49.6M | $0.7M | | **Net increase (decrease) in cash** | **$19.6M** | **($7.8M)** | - Net cash provided by financing activities was **$49.6 million** for the first six months of 2025, primarily due to **$61.5 million** in net proceeds from the sale of common stock in the IPO[27](index=27&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company completed its Initial Public Offering (IPO) on June 16, 2025, raising net proceeds of **$61.5 million**, which management believes are sufficient to meet obligations and fund operations for at least the next twelve months, alleviating previous substantial doubt about its ability to continue as a going concern[33](index=33&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - As a result of the IPO, contingencies on certain liabilities were resolved, leading to **$17.5 million** in recorded income, with the settlement involving issuing **1.4 million** shares and paying **$3.3 million** in cash during the quarter[61](index=61&type=chunk) - In September 2024, the company recorded goodwill impairment charges of **$17.0 million** for the Electric Air Mobility segment and **$21.0 million** for the Training segment, triggered by the termination of a planned Business Combination Agreement and delays in securing financing[164](index=164&type=chunk)[165](index=165&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=59&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, IPO impact, and liquidity for periods ending June 30, 2025 and 2024 [Overview](index=59&type=section&id=Overview) - AIRO Group operates as a technologically differentiated aerospace, autonomy, and air mobility platform organized into four segments: Drones, Avionics, Training, and Electric Air Mobility[251](index=251&type=chunk)[252](index=252&type=chunk) - The company completed its IPO on June 16, 2025, raising net proceeds of **$61.5 million**, which is expected to fund future operations and growth[259](index=259&type=chunk) [Results of Operations](index=67&type=section&id=Results%20of%20Operations) Q2 2025 vs Q2 2024 Performance | Metric | Q2 2025 ($) | Q2 2024 ($) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | $24.6M | $9.8M | +151.0% | | Gross Profit | $15.0M | $5.8M | +160.3% | | General & Administrative Expense | $28.9M | $3.9M | +640.5% | | Net Income (Loss) | $5.9M | ($5.6M) | Turnaround | - The **151%** YoY revenue growth in Q2 2025 was primarily driven by a **$15.0 million** increase in the Drones segment, attributed to successful market entry strategies targeting NATO member countries[296](index=296&type=chunk) - General and administrative expenses increased by **$25.0 million**, largely due to **$13.3 million** in corporate costs contingent upon the IPO, including equity compensation, bonuses, and legal settlement accruals[301](index=301&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had cash and restricted cash of **$40.5 million** and working capital of **$12.6 million**[309](index=309&type=chunk) - Management believes that the proceeds from the IPO and existing cash are sufficient to fund operations for at least the next 12 months[309](index=309&type=chunk) - For the six months ended June 30, 2025, net cash provided by financing activities was **$49.6 million**, mainly from the IPO proceeds, while net cash used in operating activities was **$30.8 million**[314](index=314&type=chunk)[315](index=315&type=chunk)[317](index=317&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is foreign currency exchange rate exposure from international operations and sales, subject to global political and economic factors - The company's primary market risk is foreign currency exchange rate risk, as a majority of its sales are to international customers and it has operations in Canada and Denmark[361](index=361&type=chunk) - International sales are subject to numerous political and economic factors, including changes in foreign government budgets, global economic conditions, trade sanctions, and regulatory requirements[361](index=361&type=chunk) [Item 4. Controls and Procedures](index=81&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2025, due to identified material weaknesses in internal financial reporting controls - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025[363](index=363&type=chunk) - The ineffectiveness is attributed to material weaknesses in internal control over financial reporting[363](index=363&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=82&type=section&id=Item%201.%20Legal%20Proceedings) Details several legal actions, including settlements with Robert Perrin and First Citizens Community Bank, and an accrued **$0.8 million** for litigation as of June 30, 2025 - In March 2025, the company agreed to settle a lawsuit with stockholder Robert Perrin for **$0.8 million**, to be paid over six quarters starting in Q3 2025[368](index=368&type=chunk) - A legal action from First Citizens Community Bank (FCCB) was settled, and all payment obligations of approximately **$0.2 million** were fulfilled as of April 30, 2025[367](index=367&type=chunk) - As of June 30, 2025, the company had accrued **$0.8 million** related to litigation[369](index=369&type=chunk) [Item 1A. Risk Factors](index=82&type=section&id=Item%201A.%20Risk%20Factors) Outlines key investment risks including limited operating history, recurring losses, supplier dependency, regulatory hurdles for eVTOL, government contract reliance, and internal control weaknesses - The company has a limited operating history, a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future[371](index=371&type=chunk)[375](index=375&type=chunk)[377](index=377&type=chunk) - Material weaknesses in internal control over financial reporting have been identified, which could affect the ability to accurately and timely report financial results[373](index=373&type=chunk)[493](index=493&type=chunk) - The business is highly dependent on sales to the U.S. government, particularly the Department of Defense, making it vulnerable to budget cuts, funding changes, or contract terminations[373](index=373&type=chunk)[457](index=457&type=chunk) - The market for eVTOL aircraft is still emerging and unproven, and the company's eVTOL aircraft is still in development and has not yet obtained FAA certification[373](index=373&type=chunk)[428](index=428&type=chunk)[429](index=429&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=126&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - None reported for the period[539](index=539&type=chunk) [Item 3. Defaults Upon Senior Securities](index=126&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - None reported for the period[540](index=540&type=chunk) [Item 4. Mine Safety Disclosures](index=126&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[541](index=541&type=chunk) [Item 5. Other Information](index=126&type=section&id=Item%205.%20Other%20Information) Discloses new employment agreements for key executives and a five-year lease agreement in Phoenix, Arizona, for drone innovation expansion - On August 11, 2025, the company entered into new employment agreements with CEO Joseph Burns (**$700k** base salary, **$350k** IPO bonus), President John Uczekaj (**$500k** base salary), and Executive Chairman Chirinjeev Kathuria (**$400k** base salary, **$100k** IPO bonus)[543](index=543&type=chunk)[544](index=544&type=chunk) - On August 12, 2025, the company entered into a five-year lease in Phoenix, Arizona, to expand its U.S. drone innovation footprint, with total expected rent payments of approximately **$2.3 million**[545](index=545&type=chunk)[546](index=546&type=chunk) [Item 6. Exhibits](index=128&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including corporate governance documents, equity incentive plans, and new agreements - The report includes several exhibits, such as the Amended and Restated Certificate of Incorporation, the 2025 Equity Incentive Plan, and new employment agreements for key executives[547](index=547&type=chunk)

[Business Update and Highlights](index=1&type=section&id=Business%20Update%20and%20Highlights) Cyclacel executed key financing activities, including a reverse stock split, and advanced a strategic acquisition of FITTERS Sdn. Bhd. [Corporate and Financing Activities](index=1&type=section&id=Corporate%20and%20Financing%20Activities) During and shortly after the second quarter of 2025, Cyclacel executed several key corporate and financing actions, including dividend payments, a stock sale, and a reverse stock split - Declared and paid quarterly cash dividends of **$0.15 per share** on its 6% Convertible Exchangeable Preferred Stock in both April and June 2025[4](index=4&type=chunk) - In June, the company raised **$3.0 million** in gross proceeds by selling 3,000,000 shares of Series F Convertible Preferred Stock to accredited investors at $1.00 per share[4](index=4&type=chunk) - A **one-for-fifteen reverse stock split** was implemented, effective July 7, 2025, to meet the Nasdaq Capital Market's minimum share bid price requirement[4](index=4&type=chunk) [Strategic Transactions](index=1&type=section&id=Strategic%20Transactions) The company entered into a share exchange agreement to acquire FITTERS Sdn. Bhd., later amended to include a cash consideration and extended deadline, with a shareholder vote scheduled - Announced a share exchange agreement with FITTERS Diversified Berhad to acquire **100%** of FITTERS Sdn. Bhd. in exchange for approximately **19.99%** of Cyclacel's common stock[4](index=4&type=chunk) - The agreement was amended in July to include a **$1.0 million cash payment** from Cyclacel to FITTERS Parent and to extend the final closing date to September 30, 2025[5](index=5&type=chunk) - A special meeting is scheduled for September 4, 2025, for shareholders to vote on the approval of the transaction[5](index=5&type=chunk) [Second Quarter 2025 Financial Results](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Results) The company significantly reduced its net loss in Q2 2025 due to substantial decreases in operating expenses, improving its cash position [Cash Position and Liquidity](index=2&type=section&id=Cash%20Position%20and%20Liquidity) As of June 30, 2025, the company's cash and cash equivalents stood at $4.3 million, an increase from $3.2 million at the end of 2024, projected to fund expenditures into Q4 2025 | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $4.3 million | $3.2 million | - Net cash used in operating activities was **$1.1 million** for the three months ended June 30, 2025[6](index=6&type=chunk) - The company estimates its current cash resources will fund planned expenditures into the **fourth quarter of 2025**[6](index=6&type=chunk) [Operating Expenses](index=2&type=section&id=Operating%20Expenses) Total operating expenses saw a substantial year-over-year decrease, driven by significant reductions in both Research & Development and General & Administrative costs following strategic changes [Research and Development (R&D) Expenses](index=2&type=section&id=Research%20and%20Development%20(R%26D)%20Expenses) R&D expenses dramatically decreased to $0.1 million for Q2 2025 from $2.0 million in Q2 2024, primarily due to the cessation of the transcriptional regulation program after the UK subsidiary's liquidation | Expense Category | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | R&D Expenses | $0.1 million | $2.0 million | - The decrease was mainly due to the liquidation of the UK subsidiary, Cyclacel Limited, on January 24, 2025, which halted expenditure for the transcriptional regulation program[7](index=7&type=chunk) [General and Administrative (G&A) Expenses](index=2&type=section&id=General%20and%20Administrative%20(G%26A)%20Expenses) G&A expenses were reduced to $1.2 million in Q2 2025 from $1.6 million in the same period of 2024, reflecting lower operating costs partially offset by one-time legacy severance and higher legal fees | Expense Category | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | G&A Expenses | $1.2 million | $1.6 million | - The reduction was attributed to lower operating costs, with savings partially offset by one-off legacy severance costs and increased legal fees[8](index=8&type=chunk) [Net Loss](index=2&type=section&id=Net%20Loss) The company's net loss for Q2 2025 narrowed significantly to $1.3 million, compared to $3.3 million in Q2 2024, primarily due to reduced operating expenses despite the absence of UK R&D tax credits | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Loss | $1.3 million | $3.3 million | - There were **no research and development tax credits** in Q2 2025, compared to **$0.4 million** in Q2 2024, due to the liquidation of the UK subsidiary[9](index=9&type=chunk) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Loss Per Share | ($0.98) | ($172.18) | [Financial Statements](index=4&type=section&id=Financial%20Statements) Detailed financial statements for Q2 2025 show a reduced operating loss and a positive shift in stockholders' equity [Consolidated Statements of Operations (Loss)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20(Loss)) For the three months ended June 30, 2025, Cyclacel reported no revenue and a total operating loss of $1.32 million, a significant improvement from the $3.64 million operating loss in the same period of 2024 Q2 2025 vs Q2 2024 Statement of Operations (in $000s) | Line Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenues | $0 | $4 | | Research and development | $68 | $2,023 | | General and administrative | $1,249 | $1,625 | | **Operating loss** | **($1,317)** | **($3,644)** | | **Net loss** | **($1,318)** | **($3,257)** | | Net loss applicable to common shareholders | ($1,338) | ($3,257) | | Net loss per share – basic and diluted | ($0.98) | ($172.18) | [Consolidated Balance Sheet](index=5&type=section&id=Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's balance sheet showed total assets of $4.4 million and total liabilities of $0.77 million, resulting in a positive stockholders' equity of $3.63 million Consolidated Balance Sheet Summary (in $000s) | Line Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $4,275 | $3,137 | | Total current assets | $4,383 | $3,674 | | **Total Assets** | **$4,401** | **$4,094** | | **Current Liabilities** | | | | Accounts payable | $221 | $4,599 | | Total current liabilities | $760 | $6,268 | | **Total Liabilities** | **$770** | **$6,268** | | **Stockholders' Equity** | **$3,631** | **($2,174)** | [Company Overview and Forward-Looking Statements](index=2&type=section&id=Company%20Overview%20and%20Forward-Looking%20Statements) Cyclacel Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company focused on cancer medicines, with forward-looking statements highlighting inherent risks [About Cyclacel Pharmaceuticals, Inc.](index=2&type=section&id=About%20Cyclacel%20Pharmaceuticals%2C%20Inc.) Cyclacel is a clinical-stage biopharmaceutical company developing cancer medicines based on cell cycle, epigenetics, and mitosis biology, with its primary program evaluating plogosertib - Cyclacel is a clinical-stage biopharmaceutical company focused on developing innovative cancer medicines[11](index=11&type=chunk) - The company's main program is evaluating plogosertib, a PLK1 inhibitor, in patients with solid tumors and hematological malignancies[11](index=11&type=chunk) [Forward-looking Statements](index=3&type=section&id=Forward-looking%20Statements) This section provides a standard safe harbor statement, cautioning that the press release contains forward-looking statements with inherent risks and uncertainties - Warns that statements regarding drug efficacy, future plans, cash runway, and clinical data timing are forward-looking and subject to risks[12](index=12&type=chunk) - Key risks include candidates failing in later-stage trials, difficulty in trial enrollment, reliance on outside financing, and maintaining Nasdaq listing requirements[12](index=12&type=chunk)

[Cyclacel Pharmaceuticals Q2 2025 Earnings Release](index=1&type=section&id=Cyclacel%20Pharmaceuticals%20Q2%202025%20Earnings%20Release) [Business Highlights](index=1&type=section&id=Business%20Highlights) Cyclacel executed key corporate actions including dividend payments, a strategic acquisition, a private placement, and a reverse stock split to enhance compliance and capital structure - The company declared and paid quarterly cash dividends of **$0.15 per share** on its 6% Convertible Exchangeable Preferred Stock in April and June 2025[4](index=4&type=chunk) - Entered into a share exchange agreement with FITTERS Diversified Berhad to acquire **100% of FITTERS Sdn. Bhd.** in exchange for approximately **19.99% of Cyclacel's common stock**, later amended to include a **$1 million cash consideration** from Cyclacel, with the closing date extended to September 30, 2025[4](index=4&type=chunk)[5](index=5&type=chunk) - Raised **$3 million in gross proceeds** through a securities purchase agreement with accredited investors for **3,000,000 shares of Series F Convertible Preferred Stock** at **$1.00 per share**[4](index=4&type=chunk) - Implemented a **one-for-fifteen reverse stock split**, effective July 7, 2025, to regain compliance with Nasdaq's minimum bid price requirement[4](index=4&type=chunk) [Second Quarter 2025 Financial Results](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Results) Cyclacel reported a significantly reduced net loss in Q2 2025, driven by decreased R&D and G&A expenses, improving its cash position and extending its cash runway [Financial Position](index=2&type=section&id=Financial%20Position) The company's cash and cash equivalents increased, with an estimated cash runway extending into the fourth quarter of 2025 Financial Position (In millions of US dollars) | Metric | Q2 2025 | Q4 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $4.3 | $3.2 | - Net cash used in operating activities was **$1.1 million** for the three months ended June 30, 2025[6](index=6&type=chunk) - The company estimates its current cash resources will fund planned expenditures into the **fourth quarter of 2025**[6](index=6&type=chunk) [Operating Expenses](index=2&type=section&id=Operating%20Expenses) Operating expenses significantly decreased in Q2 2025, primarily due to reduced research and development activities and lower general and administrative costs Operating Expenses (In millions of US dollars) | Expense Category | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Research and development | $0.1 | $2.0 | -$1.9 | | General and administrative | $1.2 | $1.6 | -$0.4 | - The decrease in R&D expenses is primarily due to the cessation of the transcriptional regulation program after the liquidation of the UK subsidiary, Cyclacel Limited, on January 24, 2025[7](index=7&type=chunk) - G&A expenses decreased due to lower operating costs under current management, partially offset by one-off legacy severance costs and increased legal fees[8](index=8&type=chunk) [Net Loss](index=2&type=section&id=Net%20Loss) The company significantly reduced its net loss in Q2 2025 compared to the prior year, despite receiving no research and development tax credits Net Loss (In millions of US dollars) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net Loss | $1.3 | $3.3 | - The company received **no research & development tax credits** in Q2 2025, compared to **$0.4 million** in Q2 2024, due to the liquidation of its UK subsidiary[9](index=9&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents the unaudited consolidated financial statements for Q2 2025, including the Statements of Operations detailing the net loss and the Balance Sheet outlining assets and stockholders' equity [Consolidated Statements of Operations (Loss)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20(Loss)) This statement details the company's revenues, operating expenses, and net loss for the three months ended June 30, 2025 and 2024 Consolidated Statements of Operations (Loss) (In thousands of US dollars) | | Three Months Ended June 30, | | | :--- | :--- | :--- | | | **2025** | **2024** | | **Revenues** | **$ -** | **$ 4** | | Operating expenses: | | | | Research and development | 68 | 2,023 | | General and administrative | 1,249 | 1,625 | | **Total operating expenses** | **1,317** | **3,648** | | **Operating loss** | **(1,317)** | **(3,644)** | | Total other income (expense), net | 1 | (25) | | Loss before taxes | (1,316) | (3,669) | | Income tax benefit | (2) | 412 | | **Net loss** | **(1,318)** | **(3,257)** | | Net loss applicable to common shareholders | $ (1,338) | $ (3,257) | | **Net loss per share – basic and diluted** | **$ (0.98)** | **$ (172.18)** | [Consolidated Balance Sheet](index=5&type=section&id=Consolidated%20Balance%20Sheet) This statement presents the company's financial position, including assets, liabilities, and stockholders' equity, as of June 30, 2025 and December 31, 2024 Consolidated Balance Sheet (In thousands of US dollars) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $ 4,275 | $ 3,137 | | Total current assets | 4,383 | 3,674 | | **Total assets** | **$ 4,401** | **$ 4,094** | | **LIABILITIES AND STOCKHOLDERS' EQUITY** | | | | Total current liabilities | 760 | 6,268 | | **Total liabilities** | **770** | **6,268** | | **Stockholders' equity** | **3,631** | **(2,174)** | | **Total liabilities and stockholders' equity** | **$ 4,401** | **$ 4,094** | [Company Information and Disclosures](index=2&type=section&id=Company%20Information%20and%20Disclosures) This section outlines Cyclacel's business as a clinical-stage biopharmaceutical company and includes standard forward-looking statements regarding potential risks and uncertainties [About Cyclacel Pharmaceuticals, Inc.](index=2&type=section&id=About%20Cyclacel%20Pharmaceuticals%2C%20Inc.) Cyclacel is a clinical-stage biopharmaceutical company focused on developing cancer medicines based on cell cycle, epigenetics, and mitosis biology - Cyclacel is a clinical-stage biopharmaceutical company focused on developing cancer medicines based on cell cycle, epigenetics, and mitosis biology[11](index=11&type=chunk) - The company's epigenetic/anti-mitotic program is evaluating plogosertib, a PLK1 inhibitor, in patients with solid tumors and hematological malignancies[11](index=11&type=chunk) [Forward-looking Statements](index=3&type=section&id=Forward-looking%20Statements) This section contains disclaimers regarding forward-looking statements, highlighting inherent risks and uncertainties that could impact future results - The press release contains forward-looking statements regarding the company's plans, prospects, cash runway, and clinical development, which are subject to risks and uncertainties including clinical trial outcomes, market conditions, financing needs, and Nasdaq listing compliance[12](index=12&type=chunk)

PART I [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, management's discussion and analysis, and disclosures on market risk and controls [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements for the period ended June 30, 2025, show significant revenue growth alongside widening net losses, driven by the scaling of new manufacturing operations, with the notes highlighting high customer concentration, related-party debt, and going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$13.15 million** from **$12.86 million** at year-end 2024, primarily due to a significant rise in accounts receivable, while total liabilities decreased from **$10.51 million** to **$9.61 million**, largely because convertible notes were reclassified from current to long-term, consequently improving stockholders' equity to **$3.54 million** from **$2.34 million** and turning working capital positive Condensed Consolidated Balance Sheet Highlights (in USD) | Balance Sheet Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $5,201,109 | $4,916,614 | | **Total Assets** | **$13,151,387** | **$12,855,875** | | **Total Current Liabilities** | $4,538,892 | $8,813,996 | | **Total Liabilities** | **$9,608,777** | **$10,514,292** | | **Total Stockholders' Equity** | **$3,542,610** | **$2,341,583** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the three and six months ended June 30, 2025, net revenue more than doubled year-over-year, reaching **$3.3 million** and **$6.5 million**, respectively, but despite improved gross profit, the net loss widened for both periods due to a sharp increase in operating expenses, particularly general and administrative costs associated with scaling production Statement of Operations Summary (in USD) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenue** | $3,299,738 | $1,362,986 | $6,493,260 | $2,830,002 | | **Gross Profit** | $606,459 | $148,759 | $1,158,974 | $432,347 | | **Operating Loss** | $(1,346,021) | $(826,415) | $(2,028,561) | $(1,851,515) | | **Net Loss** | $(1,603,156) | $(942,554) | $(2,521,538) | $(1,993,521) | | **Net Loss Per Share** | $(0.17) | $(0.22) | $(0.27) | $(0.48) | [Condensed Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Stockholders' equity increased from **$2.34 million** at December 31, 2024, to **$3.54 million** at June 30, 2025, primarily driven by capital raising activities, including **$2.4 million** from the At-The-Market (ATM) program and **$1.17 million** from the exercise of warrants, which more than offset the **$2.52 million** net loss incurred during the period - Key drivers for the increase in stockholders' equity during the first six months of 2025 were: - **Common stock issued via ATM program:** +**$2,407,448**[17](index=17&type=chunk) - **Exercise of warrants:** +**$1,173,158**[17](index=17&type=chunk) - **Net loss:** -**$2,521,538**[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=11&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company's cash position decreased by **$1.69 million**, with net cash used in operating activities significantly increasing to **$3.94 million** from **$1.36 million** in the prior year, driven by higher net loss and investments in working capital, partially offset by **$2.72 million** in net cash provided by financing activities, mainly from stock sales and warrant exercises Cash Flow Summary (in USD) | Cash Flow Activity | H1 2025 | H1 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(3,942,856) | $(1,357,463) | | **Net cash used in investing activities** | $(491,332) | $(566,431) | | **Net cash provided by financing activities** | $2,717,102 | $2,202,108 | | **Net (decrease) increase in cash** | **$(1,688,323)** | **$278,272** | | **Cash - ending of period** | $641,129 | $936,061 | [Notes to Financial Statements](index=13&type=section&id=Condensed%20Consolidated%20Notes%20to%20Financial%20Statements%20(Unaudited)) The notes provide critical context to the financial statements, detailing the company's business, accounting policies, and significant transactions, including a going concern warning due to recurring losses and an accumulated deficit of over **$20 million**, significant reliance on related-party financing, extremely high customer concentration, and commitments related to the new Peru facility lease, technology licensing, and a pending lawsuit - The company is engaged in developing, marketing, and distributing plant-based, dehydrated fruit and vegetable snacks and powders from its production facility in Pisco, Peru, using proprietary GentleDry™ Technology[23](index=23&type=chunk)[24](index=24&type=chunk) - The financial statements were prepared under the assumption of a going concern, but recurring losses, an accumulated deficit of **$20,083,595**, and limited working capital raise substantial doubt about the company's ability to continue operations without additional funding[28](index=28&type=chunk) - The company has a very high customer concentration, with three customers accounting for **97.1%** of net revenue and **97.6%** of accounts receivable for the six months ended June 30, 2025, compared to one customer accounting for **99%** of net revenue in the same period of 2024[81](index=81&type=chunk) - The company initiated an organizational realignment to open its Peru factory, incurring total costs of approximately **$5.5 million**, with realignment costs for the six months ended June 30, 2025, being approximately **$1.07 million**, including capitalized equipment and factory idle capacity expenses[157](index=157&type=chunk)[158](index=158&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant revenue growth of **142%** in Q2 and **129%** in H1 2025, driven by increased sales to major customers, with the transition to in-house manufacturing at the new Peru facility improving gross margins to **18.4%** in Q2, though this transition also led to higher operating expenses, including **$480,320** in idle capacity costs, which widened the net loss, and liquidity remains a concern with a low cash balance and an accumulated deficit of over **$20 million**, raising substantial doubt about the company's ability to continue as a going concern despite recent capital raises [Results of Operations (Q2 2025 vs Q2 2024)](index=47&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%2C%20and%202024) In Q2 2025, net revenue increased by **142%** to **$3.3 million** compared to Q2 2024, and gross margin improved significantly from **10.9%** to **18.4%** due to the operational start of the new Peru facility, however, operating expenses surged by **347%**, primarily from **$480,320** in factory idle capacity costs, leading to an increased net loss of **$1.6 million**, up from **$0.9 million** in the prior-year quarter - Net revenue grew by **142%** year-over-year, primarily due to increased sales to the company's largest customer[176](index=176&type=chunk) - Gross margin improved to **18.4%** from **10.9%** in the prior year, attributed to the transition from third-party suppliers to the company's own manufacturing facility in Peru[178](index=178&type=chunk) - General and administrative expenses increased by **347%**, largely due to **$480,320** in idle capacity costs associated with the new production facility as it scales up operations[179](index=179&type=chunk)[180](index=180&type=chunk) [Results of Operations (H1 2025 vs H1 2024)](index=50&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%2C%20and%202024) For the first six months of 2025, net revenue grew **129%** to **$6.5 million**, and gross margin expanded to **17.8%** from **15.3%** in H1 2024, reflecting efficiency gains from the new facility, but despite this, the net loss increased by **26%** to **$2.5 million**, driven by higher general & administrative, shipping, and advertising expenses related to business expansion Six-Month Operational Highlights (in USD) | Metric | H1 2025 | H1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | **Net Revenue** | $6,493,260 | $2,830,002 | +129% | | **Gross Profit** | $1,158,974 | $432,347 | +168% | | **Gross Margin** | 17.8% | 15.3% | +2.5 p.p. | | **Operating Loss** | $(2,028,561) | $(1,851,515) | +9.6% | | **Net Loss** | $(2,521,538) | $(1,993,521) | +26% | [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity position improved, with working capital turning positive to **$662,217** at June 30, 2025, from a deficit of **$3.9 million** at year-end 2024, however, cash on hand was low at **$641,129**, and the company has historically relied on debt and equity financing to fund its operations, which have generated an accumulated deficit of **$20.1 million**, with cash used in operations increasing significantly to **$3.9 million** in H1 2025, funded primarily by **$2.7 million** raised from financing activities Working Capital (in USD) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Current Assets** | $5,201,109 | $4,916,614 | | **Current Liabilities** | $4,538,892 | $8,813,996 | | **Working Capital** | **$662,217** | **$(3,897,382)** | - Net cash used in operating activities increased by **190%** to **$3.9 million** for H1 2025, mainly due to a **$1.44 million** increase in accounts receivable and a **$0.55 million** increase in prepaid inventory[205](index=205&type=chunk) - Net cash from financing activities was **$2.7 million** in H1 2025, primarily from **$2.4 million** in proceeds from the sale of common stock and **$1.2 million** from warrant exercises, offset by **$0.85 million** in debt repayments[207](index=207&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is classified as a "smaller reporting company" and is therefore not required to provide quantitative and qualitative disclosures about market risk - As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, the Company is exempt from providing the information required by this item[214](index=214&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of June 30, 2025, and concluded that they were not effective, with no material changes in internal control over financial reporting during the six-month period - Based on an evaluation as of June 30, 2025, the chief executive officer and chief financial officer concluded that the company's disclosure controls and procedures were not effective[215](index=215&type=chunk) - No changes in internal control over financial reporting occurred during the six months ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[216](index=216&type=chunk) PART II [PART II. OTHER INFORMATION](index=55&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, defaults upon senior securities, other information, and exhibits [Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company is currently involved in a lawsuit filed by its former chief financial officer alleging wrongful termination, and while management believes the outcome is not likely to have a material adverse effect on the company's financial position, the ultimate result is unpredictable and no liability has been accrued - The Company is defending a lawsuit from its former CFO for wrongful termination, and management does not believe the outcome will be materially adverse, but cannot predict the result or estimate a potential loss[218](index=218&type=chunk) [Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) As a "smaller reporting company," BranchOut Food Inc. is not required to provide risk factor disclosures in its Form 10-Q - The Company is not required to provide the information for this item as it is a "smaller reporting company"[220](index=220&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company reported no unregistered sales of equity securities or use of proceeds during the reporting period - None reported[221](index=221&type=chunk) [Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None reported[222](index=222&type=chunk) [Other Information](index=55&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None reported[224](index=224&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents like the Articles of Incorporation and Bylaws, as well as certifications from the CEO and CFO as required by the Sarbanes-Oxley Act, and interactive data files (XBRL) - The report includes exhibits such as Articles of Incorporation, Bylaws, CEO/CFO certifications (Rule 13a-14(a) and Section 906), and Inline XBRL documents[225](index=225&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the first half of 2025 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Binah Capital Group, Inc. as of June 30, 2025, and for the three and six-month periods then ended [Condensed Consolidated Statements of Financial Condition](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) As of June 30, 2025, total assets increased slightly to **$67.8 million** from **$66.7 million** at year-end 2024, driven by higher receivables Condensed Consolidated Statements of Financial Condition (in thousands) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$67,791** | **$66,677** | | Cash, cash equivalents and restricted cash | $8,170 | $8,486 | | Goodwill | $39,839 | $39,839 | | **Total Liabilities** | **$51,404** | **$50,499** | | Notes payable, net | $18,620 | $19,561 | | **Total Stockholders' Equity and Mezzanine Equity** | **$16,387** | **$16,178** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2025, the company reported net income of **$0.38 million**, a significant improvement from a net loss of **$2.32 million** in the same period of 2024 Financial Performance Summary (in thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$41,497** | **$40,648** | **$90,431** | **$82,095** | | Commissions | $33,998 | $33,663 | $75,137 | $68,057 | | Advisory fees | $6,627 | $6,320 | $13,542 | $12,004 | | **Total Expenses** | **$42,058** | **$41,171** | **$89,537** | **$84,062** | | **Net Income (Loss)** | **$(654)** | **$(736)** | **$378** | **$(2,319)** | | Net Income (Loss) per share | $(0.04) | $(0.04) | $0.02 | $(0.18) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash provided by operating activities was **$1.1 million**, a reversal from **$2.1 million** used in the prior year period, mainly due to improved net income Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Provided By (Used In) Operating Activities | $1,117 | $(2,113) | | Net Cash Used In Investing Activities | $(8) | $(18) | | Net Cash (Used In) Provided By Financing Activities | $(1,425) | $1,535 | | **Net Change in Cash, Cash Equivalents and Restricted Cash** | **$(316)** | **$(596)** | | Cash, Cash Equivalents and Restricted Cash - End of Period | $8,170 | $7,025 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes provide critical context to the financial statements, detailing accounting policies, revenue streams, debt, and legal contingencies - On March 15, 2024, the company consummated a reverse recapitalization transaction with Kingswood Acquisition Corp (KWAC), resulting in the current public company structure[30](index=30&type=chunk)[31](index=31&type=chunk) - For accounting purposes, this was treated as **BMS acquiring KWAC**[30](index=30&type=chunk)[31](index=31&type=chunk) Revenue from Contracts with Customers by Product (Six Months Ended June 30, in thousands) | Product | 2025 | 2024 | | :--- | :--- | :--- | | Variable annuities and other insurance commissions | $50,653 | $50,070 | | Mutual fund commissions | $11,535 | $9,908 | | Securities commissions | $6,017 | $5,588 | | Alternative investments | $6,932 | $2,491 | | Advisory fees | $13,542 | $12,004 | | **Total** | **$88,679** | **$80,061** | - The company entered into a **$20.3 million** term loan facility with Byline Bank on December 23, 2024[88](index=88&type=chunk) - As of June 30, 2025, the outstanding balance was **$18.6 million**, net of unamortized costs[88](index=88&type=chunk) - As of June 30, 2025, the company has accrued **$0.7 million** for litigation contingencies, net of **$1.0 million** of expected insurance proceeds[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance for the second quarter and first half of 2025, highlighting revenue growth, expense trends, and liquidity [Financial Highlights and Asset Trends](index=27&type=section&id=Financial%20Highlights%20and%20Asset%20Trends) For the six months ended June 30, 2025, the company achieved net income of **$0.4 million** on **$90.4 million** in revenue, with total assets growing to **$27.8 billion** Key Financial Highlights (in millions) | Metric | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | | Total Revenue | $90.4 | $82.1 | | Net Income (Loss) | $0.4 | $(2.3) | Asset Trends (in billions) | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Total Advisory and Brokerage Assets | $27.8 | $25.1 | | Advisory Assets | $2.7 | $2.3 | | Brokerage Assets | $25.1 | $22.8 | | Total Net New Assets (Six Months) | $(1.1) | $(2.1) | [Key Performance Metrics and Non-GAAP Financial Measures](index=28&type=section&id=Key%20Performance%20Metrics%20and%20Non-GAAP%20Financial%20Measures) The company uses non-GAAP measures like Gross Profit and EBITDA to evaluate performance, showing significant growth for the six months ended June 30, 2025 Non-GAAP Financial Metrics (in millions) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Gross Profit | $8.8 | $7.3 | $17.4 | $15.1 | | EBITDA | $1.0 | $0.6 | $3.2 | $0.5 | [Results of Operations](index=30&type=section&id=Results%20of%20Operations) For the first six months of 2025, total revenues increased **10.2%** to **$90.4 million**, driven by commissions and advisory fees, while expenses grew slower - For the six months ended June 30, 2025, sales-based commission revenue increased by **11.6%** to **$35.3 million**, largely due to higher sales of alternative investment products[165](index=165&type=chunk)[166](index=166&type=chunk) - Trailing-based commission revenue for the six-month period grew **9.4%** to **$39.9 million**, benefiting from positive market volatility and increased trail-based assets[165](index=165&type=chunk)[166](index=166&type=chunk) - Employee compensation and benefits increased by **$2.2 million** (**31.6%**) for the six-month period, mainly due to additional personnel costs and non-cash compensation awards associated with being a public company[179](index=179&type=chunk) - Professional fees decreased by **$3.7 million** (**74.7%**) for the six-month period, as the prior year included significant non-recurring transaction costs related to the Business Combination[181](index=181&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company's primary liquidity sources are dividends and fees from subsidiaries, supplemented by a credit facility, with positive cash flow from operations - The company has a term loan with Byline Bank with an outstanding balance of **$18.6 million** (net) as of June 30, 2025, maturing in December 2029[189](index=189&type=chunk) - In H1 2025, the company entered into a **$10 million** notional interest rate swap to hedge a portion of its variable-rate debt, fixing the rate at **3.98%** plus a **4.00%** margin[192](index=192&type=chunk) Contractual Obligations as of June 30, 2025 (in thousands) | Obligation | Total | Less than 1 Year | 1-3 Years | 3-5 Years | | :--- | :--- | :--- | :--- | :--- | | Long-term debt obligations | $19,285 | $1,015 | $8,120 | $10,150 | | Promissory notes - affiliates | $5,313 | $0 | $5,313 | $0 | | Operating lease obligations | $4,405 | $777 | $2,228 | $1,400 | | **Total** | **$29,003** | **$1,792** | **$15,661** | **$11,550** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risk through asset-based fees and interest rate risk on floating-rate debt, partially offset by interest-sharing revenue - The company's fees are sensitive to market fluctuations as they are based on the market value of advisory and brokerage assets[225](index=225&type=chunk) - As of June 30, 2025, **$8.6 million** of the company's outstanding debt was subject to floating interest rates[226](index=226&type=chunk) - Management believes the impact of short-term rate changes is not material due to offsetting interest-sharing revenue[226](index=226&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls - Based on an evaluation as of June 30, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[230](index=230&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[231](index=231&type=chunk) [PART II. OTHER INFORMATION](index=41&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, other information, and exhibits [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings but is subject to various claims arising in the ordinary course of business - The company is not party to any pending material legal proceedings but is subject to various claims and actions arising in the ordinary course of business[233](index=233&type=chunk)[234](index=234&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[235](index=235&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) On August 7, 2025, the company amended employment agreements for CEO and CFO, changing equity compensation to restricted stock units - On August 7, 2025, the employment agreements for CEO Craig Gould and CFO David Shane were amended to issue restricted stock units instead of stock options for equity compensation[240](index=240&type=chunk)[241](index=241&type=chunk) - The amendments also allow the 2025 annual bonus for the CEO and CFO to be paid in either cash or vested company shares, as determined by the Board or Compensation Committee[240](index=240&type=chunk)[241](index=241&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including equity agreements and executive certifications

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Thayer Ventures Acquisition Corporation II, detailing its financial position and performance [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2025, the company reported total assets of $203.1 million, liabilities of $8.5 million, and a shareholders' deficit of $7.6 million Condensed Balance Sheets | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$203,139,389** | **$622,778** | | Cash and securities held in Trust Account | $202,248,578 | $— | | **Total Liabilities** | **$8,522,246** | **$662,195** | | Deferred underwriting fee payable | $7,568,750 | $— | | **Class A ordinary shares subject to possible redemption** | **$202,248,578** | **$—** | | **Total Shareholders' Deficit** | **($7,631,435)** | **($39,417)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2025, the company reported net income of $490,729 and $327,628, respectively, primarily from Trust Account investments Condensed Statements of Operations | | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | General and administrative costs | $471,599 | $489,700 | | Earnings from investments held in Trust Account | $998,578 | $998,578 | | **Net income (loss)** | **$490,729** | **$327,628** | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20%28Deficit%29%20Equity) The company's total shareholders' deficit significantly increased to $7.6 million by June 30, 2025, primarily due to the accretion of Class A ordinary shares - The total shareholders' deficit grew to **$(7,631,435)** as of June 30, 2025, from **$(39,417)** at the start of the year[17](index=17&type=chunk) - A major factor in the increased deficit was the accretion of Class A ordinary shares to their redemption amount, totaling **$15,507,590**, which was charged against additional paid-in capital and accumulated deficit[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, financing activities provided $200.4 million, investing activities used $201.3 million, and operating activities provided $869,178, resulting in no net change in cash Cash Flows (Six Months Ended June 30, 2025) | Cash Flows (Six Months Ended June 30, 2025) | Amount | | :--- | :--- | | Net cash provided by operating activities | $869,178 | | Net cash used in investing activities | ($201,250,000) | | Net cash provided by financing activities | $200,380,822 | | **Net Change in Cash** | **$0** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20%28Unaudited%29) These notes provide critical context, detailing the company's formation as a blank check company, its IPO, going concern uncertainty, and related-party transactions - The company is a blank check company formed to effect a business combination and consummated its Initial Public Offering of **20,125,000 units** on May 16, 2025, generating gross proceeds of **$201,250,000**[25](index=25&type=chunk)[27](index=27&type=chunk) - The company must complete a Business Combination within **21 months** from the IPO closing, by **February 16, 2027**, or it will be required to liquidate and redeem public shares[37](index=37&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to a lack of cash, which it plans to address through a Business Combination[44](index=44&type=chunk) - The company has an agreement to pay its Sponsor **$30,000 per month** for office space and administrative services, commencing May 14, 2025[80](index=80&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, focusing on its limited activities as a blank check company and liquidity concerns [Results of Operations](index=19&type=section&id=Results%20of%20Operations) The company, having no operations or revenue, reported a net income of $327,628 for the six months ended June 30, 2025, primarily from Trust Account investments Results of Operations (Six Months Ended June 30, 2025) | Item | Six Months Ended June 30, 2025 | | :--- | :--- | | Earnings from investments held in Trust Account | $998,578 | | General and administrative costs | ($489,700) | | Share-based compensation expense | ($181,250) | | **Net Income** | **$327,628** | [Liquidity, Capital Resources and Going Concern](index=19&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) The company's liquidity is primarily from its IPO and private placement, with $201.25 million in a trust account, but a lack of operating cash raises going concern uncertainty - Following the IPO and Private Placement, a total of **$201,250,000** was placed in the Trust Account[116](index=116&type=chunk)[117](index=117&type=chunk) - As of June 30, 2025, the company had **$0 cash** and was owed **$603,901** by the Sponsor[121](index=121&type=chunk) - Management identified a going concern uncertainty due to the lack of available cash, which it plans to resolve through a Business Combination[124](index=124&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk[132](index=132&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period, **June 30, 2025**[134](index=134&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the fiscal quarter[136](index=136&type=chunk) Part II. Other Information [Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there is no material litigation currently pending or contemplated against the company, its officers, or its directors - To the knowledge of management, there is no material litigation currently pending or contemplated against the company[138](index=138&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its final prospectus for the Initial Public Offering - There have been no material changes to the risk factors disclosed in the company's final IPO prospectus filed on **May 15, 2025**[139](index=139&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section describes the sale of 362,500 Private Placement Units to the Sponsor for $3.625 million and confirms the use of IPO proceeds, primarily for a trust account - Simultaneously with the IPO on **May 16, 2025**, the company sold **362,500 Private Placement Units** to the Sponsor at **$10.00 per unit**, generating gross proceeds of **$3,625,000**[140](index=140&type=chunk) - Following the IPO, **$201,250,000** was placed in a U.S.-based trust account, with remaining proceeds used to identify a target and fund the initial Business Combination[141](index=141&type=chunk)[142](index=142&type=chunk) [Defaults Upon Senior Securities](index=22&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[143](index=143&type=chunk) [Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[143](index=143&type=chunk) [Other Information](index=22&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[143](index=143&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer, as well as XBRL Instance Documents[145](index=145&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ 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: 001-42641 THAYER VENTURES ACQUISITION CORPORATION II (Exact name of registrant as specified in its charter) Cayman Islands 98-1795713 ( ...

PART I. FINANCIAL INFORMATION This section presents the company's unaudited financial statements, management's analysis, market risk disclosures, and internal controls [Item 1. Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company's financial statements show a significant net loss, decreased cash and equity, and a 'going concern' warning due to funding needs [Condensed Balance Sheets](index=7&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2025, the company's total assets decreased to $37.3 million from $86.7 million at year-end 2024, primarily driven by a reduction in cash and cash equivalents from $79.4 million to $30.4 million Condensed Balance Sheet Summary (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $30,421 | $79,398 | | Total current assets | $34,511 | $83,646 | | **Total Assets** | **$37,342** | **$86,691** | | **Liabilities & Equity** | | | | Total current liabilities | $17,749 | $27,296 | | Total liabilities | $19,904 | $29,685 | | Total stockholders' equity | $17,438 | $57,006 | | **Total Liabilities & Stockholders' Equity** | **$37,342** | **$86,691** | [Condensed Statements of Operations](index=8&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended June 30, 2025, the company reported a net loss of $21.3 million, compared to a net income of $2.9 million in the same period of 2024 Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $0 | $144 | $0 | $334 | | Research and Development | $9,923 | $10,004 | $17,760 | $22,221 | | General and Administrative | $13,175 | $10,580 | $30,863 | $19,646 | | Loss from Operations | $(23,098) | $(20,440) | $(48,623) | $(41,533) | | Change in fair value of warrant liabilities | $1,437 | $22,744 | $4,541 | $(40,660) | | **Net Income (Loss)** | **$(21,330)** | **$2,898** | **$(43,155)** | **$(81,040)** | | **Net Income (Loss) per Share - basic** | **$(0.15)** | **$0.02** | **$(0.30)** | **$(0.60)** | [Condensed Statements of Stockholders' Equity/(Deficit)](index=9&type=section&id=Condensed%20Statements%20of%20Stockholders'%20Equity%2F(Deficit)) Stockholders' equity decreased from $57.0 million at the beginning of 2025 to $17.4 million as of June 30, 2025 - The company's accumulated deficit grew from **$574.2 million** at the start of 2025 to **$617.4 million** by the end of Q2 2025, reflecting the ongoing net losses[27](index=27&type=chunk) [Condensed Statements of Cash Flows](index=11&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the first six months of 2025, the company used $49.0 million in cash for operating activities and had no financing activities, resulting in a cash balance of $30.4 million Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(48,977) | $(41,506) | | Net cash provided by financing activities | $0 | $113,805 | | **Net (Decrease) Increase in Cash** | **$(48,977)** | **$72,299** | | Cash at beginning of period | $79,398 | $49,898 | | **Cash at end of period** | **$30,421** | **$122,197** | [Notes to Condensed Financial Statements (Unaudited)](index=12&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Notes detail accounting policies, a 'going concern' warning, license agreements, warrant liabilities, litigation, and the AT-001 out-licensing agreement - Management has concluded that substantial doubt exists regarding the company's ability to continue as a going concern within one year, given its net loss of **$43.2 million** for the six months ended June 30, 2025, and cash balance of **$30.4 million**[35](index=35&type=chunk)[36](index=36&type=chunk) - The company is involved in a securities class action lawsuit and a shareholder derivative action. As of June 30, 2025, the probability of loss was deemed reasonably possible, but the company could not estimate a range of loss and has not recorded a liability[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - On July 31, 2025, the company entered into an out-licensing agreement with Biossil, Inc. for AT-001, receiving a **$1.0 million** upfront payment and eligibility for future royalties and milestones[126](index=126&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses clinical developments, including FDA setbacks for govorestat, increased G&A expenses, decreased cash, and the 'going concern' warning, emphasizing the need for additional capital [Overview](index=37&type=section&id=Overview) Applied Therapeutics is a clinical-stage biopharmaceutical company developing novel product candidates against validated molecular targets in rare diseases, with a primary focus on aldose reductase (AR) inhibitors - The FDA issued a Complete Response Letter (CRL) for the govorestat NDA for Classic Galactosemia in November 2024, citing deficiencies in the clinical application. The company subsequently withdrew its European Marketing Authorization Application (MAA)[130](index=130&type=chunk) - The company is analyzing data from the Phase 2/3 INSPIRE trial for AT-007 in CMT-SORD and plans to meet with the FDA in Q3 2025 to discuss a potential NDA submission[132](index=132&type=chunk) - On July 31, 2025, the company out-licensed its AT-001 (caficrestat) program for Diabetic Cardiomyopathy to Biossil, Inc., receiving a **$1.0 million** upfront payment[135](index=135&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) For the three and six months ended June 30, 2025, the company reported increased net losses from operations compared to the prior year, primarily driven by a significant rise in general and administrative expenses Comparison of R&D Expenses (in thousands) | Expense Category | Six Months 2025 | Six Months 2024 | Change | | :--- | :--- | :--- | :--- | | Clinical and pre-clinical | $7,328 | $14,621 | $(7,293) | | Drug manufacturing and formulation | $1,658 | $68 | $1,590 | | Personnel expenses | $5,408 | $3,592 | $1,816 | | **Total R&D Expenses** | **$17,760** | **$22,221** | **$(4,461)** | Comparison of G&A Expenses (in thousands) | Expense Category | Six Months 2025 | Six Months 2024 | Change | | :--- | :--- | :--- | :--- | | Legal and professional fees | $20,058 | $5,563 | $14,495 | | Commercial expenses | $1,297 | $5,288 | $(3,991) | | Personnel expenses | $4,937 | $3,339 | $1,598 | | **Total G&A Expenses** | **$30,863** | **$19,646** | **$11,217** | [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) The company's financial position raises substantial doubt about its ability to continue as a going concern, with cash and cash equivalents of $30.4 million as of June 30, 2025 - The company concluded there is substantial doubt about its ability to continue as a going concern for 12 months beyond the filing date, with cash and cash equivalents of **$30.4 million** as of June 30, 2025[172](index=172&type=chunk) - Net cash used in operating activities was **$49.0 million** for the first six months of 2025, an increase from **$41.5 million** in the prior year period[175](index=175&type=chunk)[176](index=176&type=chunk) - No cash was provided by financing activities in the first six months of 2025, compared to **$113.8 million** in the same period of 2024, which included proceeds from a private placement and ATM agreement sales[179](index=179&type=chunk)[180](index=180&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate sensitivity and foreign currency sensitivity, with $30.4 million in cash and cash equivalents exposed to fluctuations - The company's cash and cash equivalents of **$30.4 million** as of June 30, 2025, are subject to interest rate risk[194](index=194&type=chunk) - The company is subject to foreign exchange risk from service agreements denominated primarily in the Euro, but does not engage in hedging activities[196](index=196&type=chunk) [Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were effective as of June 30, 2025, with a previously identified material weakness fully remediated - A material weakness related to the information and communication component of the COSO framework, reported for the fiscal year ended December 31, 2024, was fully remediated as of June 30, 2025[199](index=199&type=chunk)[201](index=201&type=chunk) - Remediation actions included the appointment of a new executive chairman and interim CEO, instituting a cross-functional quality council, and hiring a chief regulatory officer and a head of quality[200](index=200&type=chunk) PART II. OTHER INFORMATION This section details legal proceedings, comprehensive risk factors, equity sales, and other disclosures pertinent to the company's operations [Legal Proceedings](index=63&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a consolidated securities class action lawsuit and a shareholder derivative action, both stemming from allegations related to the govorestat NDA - A consolidated securities class action lawsuit (In re Applied Therapeutics Securities Litigation) alleges violations of the Securities Exchange Act related to statements made between January 3, 2024, and December 2, 2024, concerning the govorestat NDA[206](index=206&type=chunk) - A shareholder derivative action (Hassine v. Shendelman, et al.) has been filed against certain current and former officers and directors based on similar facts as the class action. This action was temporarily stayed by the court on March 5, 2025[207](index=207&type=chunk) [Risk Factors](index=63&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks including ongoing losses, a 'going concern' warning, regulatory setbacks for govorestat, funding needs, litigation, third-party reliance, IP vulnerabilities, and stock price volatility [Risks Related to Financial Position and Capital Needs](index=68&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position%20and%20Capital%20Needs) The company has a history of significant operating losses, an accumulated deficit of $617.4 million, and a 'going concern' warning, necessitating substantial additional capital - The company has incurred significant operating losses since inception, with a net loss of **$43.2 million** for the six months ended June 30, 2025, and an accumulated deficit of **$617.4 million**[213](index=213&type=chunk) - The independent registered public accounting firm's report includes a 'going concern' paragraph, indicating substantial doubt about the company's ability to continue operations for 12 months beyond the filing date due to its financial condition[220](index=220&type=chunk) - The company requires substantial additional funding to finance operations, and failure to raise capital could force it to delay, reduce, or terminate development programs[233](index=233&type=chunk) [Risks Related to the Development and Commercialization of Our Product Candidates](index=77&type=section&id=Risks%20Related%20to%20the%20Development%20and%20Commercialization%20of%20Our%20Product%20Candidates) The company's success is highly dependent on its product candidates, particularly govorestat (AT-007), which faces significant regulatory hurdles and development risks - In November 2024, the company received a Warning Letter from the FDA related to its AT-007-1002 study, identifying issues with electronic data capture and a dosing error. Failure to resolve these matters could impede future clinical trials and NDA submissions[246](index=246&type=chunk) - The FDA issued a Complete Response Letter (CRL) for the govorestat NDA for Classic Galactosemia, stating the application is not approvable in its current form due to clinical deficiencies and failure to meet primary endpoints[248](index=248&type=chunk) - All current clinical-stage product candidates target the inhibition of aldose reductase, a mechanism of action for which there are no approved drugs in the U.S., posing a fundamental risk to the entire pipeline[280](index=280&type=chunk) [Risks Related to Our Dependence on Third Parties](index=111&type=section&id=Risks%20Related%20to%20Our%20Dependence%20on%20Third%20Parties) The company heavily relies on third parties for critical functions like clinical trials and manufacturing, introducing risks of delays, unreliable data, and inability to obtain regulatory approval - A clinical investigator for the AT-007-1002 study received a Warning Letter from the FDA in November 2024 for non-compliance with regulations, including deviations from the investigational plan. This could impact the data's reliability and future regulatory submissions[352](index=352&type=chunk)[353](index=353&type=chunk) - The company is dependent on third-party contract manufacturers for clinical and potential commercial supplies and does not own its own manufacturing facilities. Any failure by these manufacturers to comply with cGMP or meet specifications could halt development and commercialization[354](index=354&type=chunk) - The company relies on CROs to conduct and monitor clinical trials and is responsible for ensuring their compliance with GCP. Failures by CROs could result in unreliable data and require repeating trials, delaying the approval process[360](index=360&type=chunk)[361](index=361&type=chunk) [Risks Related to Our Intellectual Property](index=116&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) The company's business is critically dependent on licensed intellectual property, facing risks of license breaches, uncertain patent protection, and potential infringement claims - The company's core product candidates, including AT-007, AT-001, and AT-003, are dependent on an exclusive license agreement with Columbia University. A breach or termination of this agreement could halt the development of these products[369](index=369&type=chunk)[371](index=371&type=chunk) - The patent landscape for biotechnology is uncertain, and the company's pending applications may not result in issued patents that provide meaningful protection or prevent competitors from developing similar products[373](index=373&type=chunk)[374](index=374&type=chunk) - The company may face legal proceedings from third parties alleging infringement of their intellectual property rights, which could be costly, time-consuming, and could force the company to cease development or obtain expensive licenses[383](index=383&type=chunk)[385](index=385&type=chunk) [Risks Related to Our Business Operations, Employee Matters and Managing Growth](index=128&type=section&id=Risks%20Related%20to%20Our%20Business%20Operations%2C%20Employee%20Matters%20and%20Managing%20Growth) The company is exposed to significant operational risks, including ongoing litigation, recent leadership changes, and vulnerabilities in internal computer systems - The company is defending against a securities class action lawsuit and a shareholder derivative action following the negative FDA updates in November 2024, which could result in substantial costs and divert resources[409](index=409&type=chunk)[412](index=412&type=chunk) - Recent leadership changes, including the departure of the founder, President, and CEO in December 2024, may create uncertainty and disrupt business and investor relationships[414](index=414&type=chunk) - Internal computer systems are vulnerable to cyber-attacks, which could lead to the loss of clinical trial data, trade secrets, or other proprietary information, potentially delaying regulatory approval and harming the business[419](index=419&type=chunk) [Risks Related to Ownership of Our Common Stock](index=134&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock) Ownership of the company's common stock involves high risk due to extreme price volatility, potential delisting from Nasdaq, and no anticipated dividends - The market price of the company's common stock is extremely volatile and has declined significantly, particularly following the FDA's Complete Response Letter and Warning Letter in November 2024[425](index=425&type=chunk)[411](index=411&type=chunk) - On February 7, 2025, the company received a deficiency letter from Nasdaq for failing to maintain the minimum **$1.00** bid price, which could lead to the delisting of its common stock if compliance is not regained[431](index=431&type=chunk) - The company has never paid cash dividends and does not intend to in the foreseeable future, meaning capital appreciation is the sole potential source of gain for stockholders[433](index=433&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=143&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period covered by this report - There were no unregistered sales of equity securities during the reporting period[453](index=453&type=chunk) [Defaults Upon Senior Securities](index=143&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable. The company reports no defaults upon senior securities [Mine Safety Disclosures](index=143&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable. The company has no mine safety disclosures to report [Other Information](index=143&type=section&id=Item%205.%20Other%20Information) The company reports that no officer or director adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the six months ended June 30, 2025 - No officer or director adopted or terminated a Rule 10b5-1 trading plan during the six months ended June 30, 2025[456](index=456&type=chunk) [Exhibits](index=144&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including management contracts and certifications - Exhibits filed include management contracts and certifications required under the Exchange Act and Sarbanes-Oxley Act[458](index=458&type=chunk)

EXHIBIT 99.1 AVINO SILVER & GOLD MINES LTD. Condensed Consolidated Interim Financial Statements For the three and six months ended June 30, 2025 and 2024 (Unaudited) AVINO SILVER & GOLD MINES LTD. Condensed Consolidated Interim Statements of Financial Position (Expressed in Thousands of US Dollars - Unaudited) | | | | June 30, | | December | | --- | --- | --- | --- | --- | --- | | | Note | | 2025 | | 31, 2024 | | ASSETS | | | | | | | Current assets | | | | | | | Cash | | $ | 37,279 | $ | 27,317 | | Amounts ...

Exhibit 99.1 "In the second quarter we saw continued strong momentum in the enrollment of our FULCRUM-VT study, which we believe validates the market need for our purpose-built technology and brings us one step closer to offering our proprietary ULTC solutions to patients in the United States who suffer from ventricular tachycardia," said Todd Usen, Chief Executive Officer of Adagio. "The team also made meaningful progress in advancing our pipeline through the continued development of our next-generation pr ...