UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-5103 BARNWELL INDUSTRIES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited financial statements reflect a reduced net loss from discontinued operations gain and active financing efforts Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $24,571 | $30,637 | | **Total Assets** | **$42,041** | **$63,200** | | **Total Current Liabilities** | $25,626 | $32,134 | | **Total Liabilities** | **$30,605** | **$55,847** | | **Total Stockholders' Equity** | **$11,436** | **$7,353** | - The **significant decrease in total assets and liabilities** from December 2024 to June 2025 is primarily due to the reclassification and subsequent sale of the Pharmaloz Manufacturing Inc. (PMI) business, which is presented as discontinued operations[11](index=11&type=chunk)[33](index=33&type=chunk) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Statement of Operations Summary (in thousands, except per share amounts) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $1,247 | $1,504 | $2,678 | $3,860 | | Gross profit (loss) | $734 | $(155) | $1,260 | $(215) | | Loss from continuing operations | $(4,472) | $(5,463) | $(9,150) | $(10,987) | | Income (loss) from discontinued operations | $0 | $(690) | $8,644 | $(1,431) | | **Net income (loss)** | **$(4,472)** | **$(6,153)** | **$(506)** | **$(12,418)** | | Net loss per share, basic and diluted | $(0.11) | $(0.33) | $(0.01) | $(0.67) | - The **net loss for the six months ended June 30, 2025, was significantly reduced** due to an **$8.7 million gain** from the disposal of discontinued operations (PMI and PREH)[15](index=15&type=chunk)[182](index=182&type=chunk) - The company recognized **$1.9 million in Employee Retention Tax Credit income** during Q2 2025, which partially offset the loss from operations[15](index=15&type=chunk) Condensed Consolidated Statements of Stockholders' Equity - **Total stockholders' equity increased from $7.4 million at the beginning of 2025 to $11.4 million at June 30, 2025**. This was primarily driven by the issuance of common and treasury shares for cash, which raised **net proceeds of $3.6 million**, offsetting the net loss for the period[19](index=19&type=chunk)[104](index=104&type=chunk) Condensed Consolidated Statements of Cash Flows Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,628) | $(9,982) | | Net cash provided by investing activities | $920 | $2,559 | | Net cash provided by financing activities | $2,199 | $7,594 | | **Decrease in cash and cash equivalents** | **$(509)** | **$171** | | Cash and cash equivalents at end of period | $169 | $1,780 | - **Financing activities in the first six months of 2025 provided $2.2 million in cash**, primarily from the issuance of common shares ($3.6 million) and new notes payable ($1.2 million), offset by repayment of other notes ($2.5 million)[22](index=22&type=chunk) Notes to Condensed Consolidated Financial Statements Notes detail corporate structure, $8.7 million gain from discontinued operations, complex financing, and a subsequent private placement - **Discontinued Operations:** On January 16, 2025, the company **sold its manufacturing subsidiaries, PMI and PREH**. The transaction involved cash payments, debt extinguishment, and assumption of liabilities, resulting in a recognized **gain on sale of approximately $8.7 million**[33](index=33&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk) - **Debt Financing:** The company has **multiple outstanding debt facilities**, including agreements for the sale of future receipts, a collateralized loan, and loans from the CEO and an unaffiliated investor, which included the issuance of warrants[68](index=68&type=chunk)[70](index=70&type=chunk)[81](index=81&type=chunk) - **Equity Financing:** Through its Equity Line of Credit with Keystone Capital, the company **sold 11.3 million shares of common stock for net proceeds of $3.6 million** in the first six months of 2025[101](index=101&type=chunk)[104](index=104&type=chunk) - **Lease Termination:** In March 2025, the company terminated its New York office leases, resulting in a **recognized loss on lease termination of $1.4 million**, which included writing off assets and a settlement payment[154](index=154&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) - **Subsequent Event:** On July 22, 2025, the company entered into a **private placement for an aggregate principal cash investment of $3.0 million** in senior secured convertible notes and warrants[190](index=190&type=chunk)[191](index=191&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strategic shift, revenue decline, improved gross margin, reduced G&A, and tight liquidity with reliance on capital access Results of Continuing Operations Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $1,247 | $1,504 | $(257) | | Gross Profit (Loss) | $734 | $(155) | $889 | | General & Admin Expenses | $4,624 | $6,933 | $(2,309) | | Net Loss from Continuing Ops | $(4,472) | $(5,463) | $991 | Six Months 2025 vs Six Months 2024 Performance (in thousands) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $2,678 | $3,860 | $(1,182) | | Gross Profit (Loss) | $1,260 | $(215) | $1,475 | | General & Admin Expenses | $8,716 | $14,232 | $(5,516) | | Net Loss from Continuing Ops | $(9,150) | $(10,987) | $1,837 | - The **improvement in gross margin** was attributed to a better product mix in the consumer products segment. The **decrease in G&A expenses** was mainly due to lower personnel costs, overhead, and professional fees following the divestiture of PMI[214](index=214&type=chunk)[216](index=216&type=chunk)[223](index=223&type=chunk) Non-GAAP Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | GAAP loss from continuing operations | $(4,472) | $(5,463) | $(9,150) | $(10,987) | | **Adjusted EBITDA from continuing operations** | **$(807)** | **$(4,829)** | **$(2,421)** | **$(9,182)** | Liquidity and Capital Resources - As of June 30, 2025, the company had **cash and cash equivalents of $169,000**, down from $678,000 at year-end 2024. The **working capital deficit was $1.1 million**[232](index=232&type=chunk) - Management states that despite the low cash balance and ongoing losses, it estimates it has **enough cash and liquidity to finance operations for at least 12 months**, relying on access to existing and other financing sources like its at-the-market facility[233](index=233&type=chunk) - The primary sources of capital have been diagnostic services, product sales, equity offerings, and promissory notes. The company **anticipates continued losses and will need additional capital** to fund operations and R&D[233](index=233&type=chunk)[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material exposure to market risks, including foreign currency, interest rates, or commodity prices - The company does not believe it has **no material exposure to market risks** such as interest rates, foreign currency fluctuations, or commodity prices[253](index=253&type=chunk)[254](index=254&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management deemed disclosure controls effective, while actively remediating previously identified material internal control weaknesses - Management concluded that **disclosure controls and procedures were effective** as of June 30, 2025[258](index=258&type=chunk) - The company is continuing to work on **remediating a previously disclosed material weakness in internal controls**[259](index=259&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - As of the filing date, the company is **not involved in any material legal proceedings**[263](index=263&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) Key risks include significant debt, potential Nasdaq delisting, and the need for shareholder approval for recent financing - **Debt Service Risk:** The company may **not generate sufficient cash flow to service its approximately $3.3 million of outstanding indebtedness** as of June 30, 2025[266](index=266&type=chunk) - **Nasdaq Delisting Risk:** The company is **not in compliance with Nasdaq's minimum $1.00 bid price rule**. It has been granted an **extension until December 22, 2025**, to regain compliance[267](index=267&type=chunk)[270](index=270&type=chunk) - **Financing and Shareholder Approval Risk:** A recent private placement of convertible notes and warrants is subject to Nasdaq shareholder approval rules and the company's authorized share limit. **Failure to obtain approval to increase authorized shares could restrict conversions and warrant exercises**, potentially requiring cash settlement[273](index=273&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 1,000,000 unvested warrants to lenders in connection with secured loan agreements, exempt from registration - On June 22, 2025, the company **issued two unvested warrants, each to purchase 500,000 shares**, in connection with loan agreements. The warrants vest upon shareholder approval of an increase in authorized shares[274](index=274&type=chunk)[275](index=275&type=chunk) [Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including various agreements and certifications

Exhibit 99.1 Mesa Air Group Reports Third Quarter Fiscal 2025 Results and Provides Update on Proposed Merger with Republic Airways Holdings Inc. Management to Hold Call Following Market Close Today August 13, 2025 PHOENIX, August 13, 2025 – Mesa Air Group, Inc. (NASDAQ: MESA) ("Mesa" or the "Company") today reported third quarter fiscal 2025 financial and operating results, as well as provided an update on the proposed merger (the "Merger") with Republic Airways Holdings Inc. ("Republic)". Third Quarter Fis ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1: Financial Statements](index=5&type=section&id=Item%201%3A%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements for periods ended June 30, 2025, covering financial position, operations, comprehensive income, equity changes, cash flows, and detailed notes on accounting policies, investments, and segment reporting [Condensed Consolidated Statements of Financial Position](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Position) Total assets increased to **$126.3 billion** by June 30, 2025, from **$121.2 billion** at year-end 2024, driven by investments, while total liabilities and equity also saw growth Condensed Consolidated Statements of Financial Position (Unaudited) | Account | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :--- | :--- | :--- | | **Total investments** | **$84,848** | **$80,755** | | Cash and cash equivalents | $12,104 | $11,330 | | **Total assets** | **$126,345** | **$121,221** | | Policyholders' account balances | $86,934 | $83,079 | | **Total liabilities** | **$116,128** | **$111,193** | | **Total equity** | **$10,217** | **$10,028** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net income attributable to common stockholders decreased to **$141 million** from **$244 million** in Q2 2024, with H1 2025 showing a net loss of **$95 million** due to lower premiums, derivative changes, and non-recurring tax benefits Condensed Consolidated Statements of Operations (Unaudited) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $2,186 | $2,115 | $4,525 | $3,785 | | Total benefits and expenses | $1,994 | $2,157 | $4,591 | $3,684 | | Net income (loss) before income taxes | $192 | $(42) | $(66) | $101 | | Income tax expense (benefit) | $38 | $(289) | $(17) | $(260) | | Net income (loss) | $154 | $247 | $(49) | $361 | | **Net income (loss) attributable to common stockholder** | **$141** | **$244** | **$(95)** | **$357** | [Condensed Consolidated Statements of Comprehensive Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income attributable to the company significantly decreased to **$146 million** in Q2 2025 from **$759 million** in Q2 2024, mainly due to smaller unrealized investment gains Condensed Consolidated Statements of Comprehensive Income (Unaudited) | Metric (in millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $154 | $247 | $(49) | $361 | | Total other comprehensive income (loss) | $(6) | $503 | $324 | $554 | | **Comprehensive income attributable to American National Group Inc.** | **$146** | **$759** | **$270** | **$922** | [Condensed Consolidated Statements of Changes in Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased to **$10.22 billion** by June 30, 2025, from **$10.03 billion** at year-end 2024, driven by other comprehensive income despite a net loss and preferred stock redemptions - Total equity increased by **$189 million** during the first six months of 2025, primarily due to positive other comprehensive income of **$324 million**, which more than offset the net loss of **$49 million**[26](index=26&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations was **$1.2 billion** for H1 2025, with **$3.1 billion** used in investing and **$2.7 billion** provided by financing, resulting in a **$774 million** net increase in cash and cash equivalents Six Months Ended June 30 Cash Flow Summary (Unaudited) | Activity (in millions) | 2025 | 2024 | | :--- | :--- | :--- | | Cash flows provided by operating activities | $1,206 | $1,377 | | Cash flows (used in) provided by investing activities | $(3,138) | $7,675 | | Cash flows provided by financing activities | $2,706 | $1,651 | | **Net change in cash and cash equivalents** | **$774** | **$10,703** | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures on the company's organization post-AEL merger, significant accounting policies, investment portfolios, fair value measurements, reinsurance, insurance liabilities, the AEL acquisition, segment performance, and commitments - On May 7, 2024, American National Group, LLC merged with American Equity Investment Life Holding Company (AEL), with AEL surviving and being renamed American National Group Inc. Financial statements prior to this date represent American National as the accounting acquirer[35](index=35&type=chunk)[36](index=36&type=chunk) - The company's available-for-sale fixed maturity securities portfolio grew to a fair value of **$48.9 billion** as of June 30, 2025, up from **$47.3 billion** at year-end 2024, with corporate debt securities comprising the largest portion[45](index=45&type=chunk) - The acquisition of AEL on May 2, 2024, involved a total consideration of **$4.53 billion**, resulting in the recognition of **$7.24 billion** in Value of Business Acquired (VOBA) and **$662 million** in goodwill[134](index=134&type=chunk)[140](index=140&type=chunk) - The company operates through three segments: Annuities, Property and Casualty (P&C), and Life Insurance. As of June 30, 2025, the Annuities segment held the vast majority of assets (**$112.3 billion**) and liabilities (**$102.8 billion**)[189](index=189&type=chunk)[195](index=195&type=chunk)[201](index=201&type=chunk) [Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance for Q2 and H1 2025, highlighting decreased net income due to tax changes and derivative valuations, strong annuity sales, and a solid financial condition with increased assets and liquidity [Results of Operations](index=68&type=section&id=Results%20of%20Operations) Q2 2025 net income decreased to **$152 million** from **$255 million** year-over-year, primarily due to tax expense and derivative valuations, while H1 2025 reported a net loss of **$54 million** amid declining net premiums - The decrease in Q2 2025 net income was primarily due to tax expense compared to a significant tax benefit in 2024 related to the Bermuda corporate income tax, along with increased amortization of VOBA and unfavorable movements in insurance-related derivatives[225](index=225&type=chunk) Gross Annuity Sales (in millions) | Annuity Type | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Retail | $3,622 | $3,077 | $6,546 | $3,897 | | Institutional | $662 | $272 | $1,544 | $944 | | **Total** | **$4,284** | **$3,349** | **$8,090** | **$4,841** | [Distributable Operating Earnings](index=72&type=section&id=Distributable%20Operating%20Earnings) Total Segment Distributable Operating Earnings (DOE) grew to **$408 million** in Q2 2025 from **$289 million** in Q2 2024, driven by Annuities segment growth, despite a decrease in Life Insurance DOE Segment Distributable Operating Earnings (DOE) (in millions) | Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Annuities | $372 | $246 | $779 | $351 | | Life Insurance | $40 | $63 | $72 | $120 | | Property and Casualty | $(4) | $(20) | $60 | $29 | | **Total Segment DOE** | **$408** | **$289** | **$911** | **$500** | [Financial Condition](index=73&type=section&id=Financial%20Condition) Total assets increased by **$5.1 billion** to **$126.3 billion** by June 30, 2025, driven by annuity inflows and investment fair value movements, strengthening the company's financial condition - Total assets increased by **$5.1 billion** in the first half of 2025, driven by net annuity inflows, investment purchases, and favorable fair value movements on the equity securities portfolio[254](index=254&type=chunk) [Liquidity and Capital Resources](index=75&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity increased to **$49.9 billion** by June 30, 2025, with cash and cash equivalents rising by **$774 million**, maintaining a strong capital position and compliance with NAIC RBC standards Total Liquidity (Non-GAAP, in millions) | Component | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $12,104 | $11,330 | | Liquid financial assets | $36,398 | $32,947 | | Undrawn credit facilities | $1,351 | $881 | | **Total liquidity** | **$49,853** | **$45,158** | - The company is in compliance with all capital requirements as of June 30, 2025, including the NAIC's Risk Based Capital (RBC) standards[276](index=276&type=chunk) [Item 3: Quantitative and Qualitative Disclosures About Market Risk](index=79&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company manages primary market risks, including interest rate, foreign currency, and credit risk, through an ALM framework, diversification, derivatives, and mitigates insurance and operational risks via reinsurance and internal controls - The company's significant market risks are primarily associated with interest rates, foreign currency exchange rates, and credit risk. These are managed through an asset liability management (ALM) framework and the use of derivatives[285](index=285&type=chunk)[290](index=290&type=chunk) - Insurance risk related to mortality, longevity, and policyholder behavior is managed through underwriting and the use of reinsurance[295](index=295&type=chunk)[296](index=296&type=chunk) [Item 4: Controls and Procedures](index=82&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[301](index=301&type=chunk) - No material changes were made to the company's internal control over financial reporting during the quarter ended June 30, 2025[302](index=302&type=chunk) [PART II - OTHER INFORMATION](index=82&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1: Legal Proceedings](index=82&type=section&id=Item%201%3A%20Legal%20Proceedings) The company is involved in various ordinary course lawsuits, but management anticipates no material adverse effect on financial condition or results of operations from their ultimate liability - The company is a defendant in various lawsuits arising from the ordinary course of business, but management does not expect the outcomes to have a material adverse effect on its financial statements[206](index=206&type=chunk)[303](index=303&type=chunk) [Item 1A: Risk Factors](index=82&type=section&id=Item%201A%3A%20Risk%20Factors) This section refers to the detailed discussion of risk factors presented in the company's 2024 Annual Report on Form 10-K - For a discussion of factors that may affect the company's business, this report refers to the 'Risk Factors' section in the 2024 Annual Report on Form 10-K[304](index=304&type=chunk) [Item 2: Unregistered Sales of Equity Securities and Use of Proceeds](index=82&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[305](index=305&type=chunk) [Item 3: Defaults Upon Senior Securities](index=82&type=section&id=Item%203%3A%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None reported[306](index=306&type=chunk) [Item 5: Other Information](index=82&type=section&id=Item%205%3A%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended June 30, 2025[308](index=308&type=chunk) [Item 6: Exhibits](index=83&type=section&id=Item%206%3A%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, indentures, and officer certifications required by the Sarbanes-Oxley Act - The report includes exhibits such as corporate governance documents, indentures for senior notes, and certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act[310](index=310&type=chunk)

[PART I – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) This section presents American Shared Hospital Services' unaudited condensed consolidated financial statements as of June 30, 2025, including balance sheets, statements of operations, shareholders' equity, and cash flows, with detailed notes on presentation basis, significant accounting policies, acquisitions, debt, leases, and other financial details Condensed Consolidated Balance Sheets Summary (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $24,433 | $26,258 | | **Total Assets** | $63,494 | $60,197 | | **Total Current Liabilities** | $20,860 | $10,405 | | **Total Liabilities** | $34,646 | $30,170 | | **Total Shareholders' Equity** | $28,848 | $30,027 | Condensed Consolidated Statements of Operations Summary (in thousands, except per share data) | | Three Months Ended June 30 | Six Months Ended June 30 | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Total Revenue** | $7,071 | $7,056 | $13,183 | $12,272 | | **Gross Profit** | $1,630 | $2,468 | $2,572 | $4,611 | | **Operating Loss** | ($544) | ($1) | ($1,843) | ($86) | | **Net (Loss) Income Attributable to ASHS** | ($280) | $3,602 | ($905) | $3,721 | | **Diluted (Loss) Earnings Per Share** | ($0.04) | $0.55 | ($0.14) | $0.57 | Condensed Consolidated Statements of Cash Flows Summary (in thousands) | | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net Cash Provided by (Used in) Operating Activities** | $2,131 | ($579) | | **Net Cash Used in Investing Activities** | ($5,916) | ($2,036) | | **Net Cash Provided by Financing Activities** | $3,841 | $3,293 | | **Net Change in Cash, Cash Equivalents, and Restricted Cash** | $56 | $678 | - The company identified two reportable segments: leasing and direct patient services, with the latter expanding through the Rhode Island (RI) acquisition and operations of a new facility in Mexico[37](index=37&type=chunk)[38](index=38&type=chunk) - In Q2 2024, a net bargain purchase gain of **$3.679 million** related to the RI acquisition significantly impacted current period earnings[9](index=9&type=chunk)[86](index=86&type=chunk)[126](index=126&type=chunk) - A new tax law, the One Big Beautiful Bill Act (OBBBA), was enacted on July 4, 2025 (post-reporting period), and the company is evaluating its impact, with adjustments to be reflected in Q3 2025[88](index=88&type=chunk)[91](index=91&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 financial performance, noting a slight increase in total revenue driven by the direct patient services segment, offsetting a decline in the leasing segment, and covers revenue drivers, cost fluctuations, RI acquisition impact, liquidity, capital resources, debt obligations, and significant new equipment commitments [Second Quarter 2025 Results](index=29&type=section&id=Second%20Quarter%202025%20Results) Total revenue for Q2 2025 remained flat year-over-year at **$7.1 million**, with direct patient services revenue increasing by **$0.343 million** offsetting a **$0.328 million** decrease in leasing revenue, resulting in a net loss of **$0.28 million** or **($0.04)** per share, contrasting sharply with Q2 2024's **$3.6 million** net income primarily due to a one-time RI acquisition bargain purchase gain recognized in the prior year Segment Revenue (in millions) | Revenue Segment | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Leasing | $3.57 | $3.90 | $6.56 | $8.15 | | Direct Patient Services | $3.50 | $3.16 | $6.62 | $4.12 | | **Total** | **$7.07** | **$7.06** | **$13.18** | **$12.27** | Key Operating Metrics (Number of Treatments) | Operating Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | PBRT Fractions | 1,114 | 1,236 | 1,945 | 2,512 | | Gamma Knife Treatments | 264 | 340 | 472 | 613 | | Radiation Therapy (RI & Puebla) | 6,320 | 2,599 | 13,046 | 2,599 | - The decline in leasing revenue was primarily due to reduced Gamma Knife and PBRT treatment volumes, partly attributable to expiring customer contracts[112](index=112&type=chunk) - Growth in direct patient services revenue was driven by the full-period contribution from RI (acquired May 2024) and the new Puebla facility in Mexico[112](index=112&type=chunk) - Net loss for Q2 2025 was **$0.28 million**, compared to a net income of **$3.602 million** in the prior-year period, with the latter including a **$3.679 million** bargain purchase gain[9](index=9&type=chunk)[130](index=130&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$11.3 million** in cash, cash equivalents, and restricted cash, with working capital significantly decreasing from **$15.9 million** at year-end 2024 to **$3.6 million**, primarily due to revolving credit line utilization and increased current portion of long-term debt, though the company believes existing cash, operating cash flow, and available credit are sufficient for the next 12 months' debt and operating needs - As of June 30, 2025, total cash, cash equivalents, and restricted cash amounted to **$11.331 million**[131](index=131&type=chunk) - Working capital decreased by **$12.28 million** from December 31, 2024, to **$3.573 million**, primarily due to a **$5 million** revolving credit line draw and reclassification of long-term debt to current liabilities[132](index=132&type=chunk) - As of June 30, 2025, the company was not in compliance with its maximum financed debt to EBITDA ratio covenant but regained compliance on July 1, 2025[50](index=50&type=chunk)[137](index=137&type=chunk) [Commitments](index=35&type=section&id=Commitments) As of June 30, 2025, the company had significant commitments totaling **$8.4 million** for the purchase and installation of three Gamma Knife Esprit systems and two LINAC systems, in addition to **$11.9 million** in equipment service and maintenance commitments, with plans to finance these purchases and confidence in cash flow and available credit to cover service fees - The company has **$8.385 million** in commitments for the purchase of three Esprit systems and two LINAC systems[73](index=73&type=chunk)[145](index=145&type=chunk) - Total service and maintenance commitments for equipment amount to **$11.928 million**[75](index=75&type=chunk)[147](index=147&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that as of June 30, 2025, it does not hold or issue derivative instruments for trading purposes, nor does it have significant long-term market-sensitive investments, and has no exposure to entities designed to facilitate off-balance sheet financial transactions or similar arrangements - As of June 30, 2025, the company does not use derivative instruments for trading purposes and has no significant market-sensitive investments[151](index=151&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were ineffective as of June 30, 2025, due to previously disclosed material weaknesses in internal control over financial reporting, specifically the lack of a sufficient number of experienced personnel, with a remediation plan underway including hiring a new CFO and accounting manager, and internalizing outsourced billing processes - Disclosure controls and procedures were deemed ineffective as of June 30, 2025, due to material weaknesses in internal control[152](index=152&type=chunk) - The material weakness relates to the lack of a sufficient number of personnel with the necessary experience to maintain an appropriate control environment[152](index=152&type=chunk) - Remediation efforts include the appointment of a new CFO (December 2024), hiring an accounting manager (March 2025), and plans to internalize the billing cycle for the Rhode Island facility by Q4 2025[154](index=154&type=chunk) [PART II – OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings.) The company reported no legal proceedings during this period - The company reported no legal proceedings[158](index=158&type=chunk) [Item 1A. Risk Factors](index=38&type=page&id=Item%201A.%20Risk%20Factors) The company stated that no material changes occurred to the risk factors previously disclosed in its annual report on Form 10-K for the year ended December 31, 2024, during this reporting period - No material changes to risk factors occurred during this reporting period[159](index=159&type=chunk)

Exhibit 99.1 Brazil Potash Corp. CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the six months ended June 30, 2025 and 2024 – Stated in United States ("U.S.") dollars – Unaudited Brazil Potash Corp. Condensed Interim Consolidated Statements of Financial Position (Expressed in U.S. dollars) (Unaudited) | | June 30, | December 31, | | --- | --- | --- | | As at: | 2025 | 2024 | | ASSETS | | | | Current | | | | Cash and cash equivalents | $ 8,546,279 | $ 18,861,029 | | Amounts receivable (Note 3) | 470 ...

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 No. 001-41293 ASPIRE BIOPHARMA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 33-3467744 (State or other jurisd ...

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 No. 001-41293 ASPIRE BIOPHARMA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 33-3467744 (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 3525 Del Mar Heights Rd., #322, San Diego, CA 92130 FORM 10-Q ☒ 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: 001-40739 DERMATA THERAPEUTICS, INC. (Exact name of registrant as spec ...

OR 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 001-36288 Akari Therapeutics, Plc (Exact name of registrant as specified in its charter) England and Wales ...