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 transition period from to Commission file number: 001-42666 Pelican Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) For the quarter ended July 31, 2025 ☐ TRANSITION REPORT ...

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements for July 31, 2025, including balance sheets, operations, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (Dollars in Thousands) | Metric | July 31, 2025 | April 30, 2025 | | :------------------------------------------ | :------------ | :------------- | | Total assets | $30,546 | $32,344 | | Total liabilities | $27,008 | $28,572 | | Total stockholders' equity | $3,538 | $3,772 | | Cash and cash equivalents | $10,325 | $9,785 | | Accounts receivable, net | $9,474 | $11,204 | | Deferred revenue | $14,430 | $15,443 | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Unaudited Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Per Share Amounts) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Oncology revenue | $13,995 | $14,061 | | Total costs and operating expenses | $14,522 | $12,732 | | (Loss) income from operations | $(527) | $1,329 | | Net (loss) income | $(466) | $1,313 | | Net (loss) income attributable to Company's common shares | $(436) | $1,313 | | Net (loss) income per common share outstanding (basic) | $(0.03) | $0.10 | | Net (loss) income per common share outstanding (diluted) | $(0.03) | $0.09 | - Oncology revenue decreased by **0.5%** year-over-year for the three months ended July 31, 2025[15](index=15&type=chunk) - The company reported a net loss of **$466K** for the three months ended July 31, 2025, compared to a net income of **$1,313K** in the prior year period[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficiency)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficiency%29) Changes in Stockholders' Equity (Deficiency) (Dollars in Thousands) | Metric | Balance April 30, 2025 | Stock-based compensation | Issuance of common stock on exercise of stock options | Net Loss | Balance July 31, 2025 | | :-------------------------------- | :--------------------- | :----------------------- | :------------------------------------ | :------- | :-------------------- | | Total Stockholders' Equity | $3,772 | $208 | $24 | $(466) | $3,538 | - Total stockholders' equity decreased from **$3,772K** at April 30, 2025, to **$3,538K** at July 31, 2025, primarily due to a net loss of **$466K**[16](index=16&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Unaudited Condensed Consolidated Statements of Cash Flows (Dollars in Thousands) | Activity | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $600 | $311 | | Net cash used in investing activities | $(46) | $— | | Net cash used in financing activities | $(14) | $(37) | | Increase in cash | $540 | $274 | | Cash at end of period | $10,325 | $2,892 | - Net cash provided by operating activities increased by **$289K** year-over-year for the three months ended July 31, 2025[18](index=18&type=chunk) - Cash at the end of the period significantly increased to **$10,325K** from **$2,892K** year-over-year[18](index=18&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Organization, Use of Estimates and Basis of Presentation](index=8&type=section&id=Note%201.%20Organization%2C%20Use%20of%20Estimates%20and%20Basis%20of%20Presentation) - Champions Oncology, Inc. is engaged in drug discovery and development, utilizing its TumorGraft Technology Platform (Patient Derived Xenograft models) to personalize cancer care and facilitate drug discovery for pharmaceutical and biotechnology companies[19](index=19&type=chunk) - The company operates in one reportable business segment and prepares its financial statements in accordance with GAAP, with consistent accounting policies as its 2025 Annual Report[22](index=22&type=chunk)[23](index=23&type=chunk) - The company has four operating subsidiaries, none of which generated revenue for the three months ended July 31, 2025 and 2024[20](index=20&type=chunk) [Note 2. Significant Accounting Policies](index=9&type=section&id=Note%202.%20Significant%20Accounting%20Policies) - As of July 31, 2025, the company had a net loss of **$466K**, an accumulated deficit of **$80.4M**, negative working capital of **$1.7M**, and cash of **$10.3M**; management believes cash on hand and expected cash flows are adequate to fund operations for at least the next twelve months[26](index=26&type=chunk) Earnings Per Share (Dollars in Thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net income (loss) attributable to common stockholders | $(436) | $1,313 | | Basic net income (loss) per share | $(0.03) | $0.10 | | Diluted net income (loss) per share | $(0.03) | $0.09 | - Revenue for pharmacology services is recognized over time using a progress-based input method, while license revenue is recognized at a point in time upon delivery of data access[36](index=36&type=chunk)[37](index=37&type=chunk) - The company operates in a single reportable segment pertaining to oncology services, with the CEO as the Chief Operating Decision Maker[44](index=44&type=chunk) [Note 3. Accounts Receivable, Unbilled Services and Deferred Revenue](index=13&type=section&id=Note%203.%20Accounts%20Receivable%2C%20Unbilled%20Services%20and%20Deferred%20Revenue) Accounts Receivable, Unbilled Services and Deferred Revenue (in thousands) | Metric | July 31, 2025 | April 30, 2025 | May 1, 2024 | | :--------------------------------------- | :------------ | :------------- | :---------- | | Accounts receivable | $5,139 | $6,835 | $4,886 | | Unbilled services | $5,335 | $5,398 | $5,941 | | Total accounts receivable and unbilled services | $10,474 | $12,233 | $10,827 | | Less: Allowances for doubtful accounts and estimated credit losses | $(1,000) | $(1,029) | $(1,301) | | Total accounts receivable, net | $9,474 | $11,204 | $9,526 | | Deferred revenue | $14,430 | $15,443 | $12,094 | - Total accounts receivable, net, decreased from **$11,204K** to **$9,474K** from April 30, 2025, to July 31, 2025[48](index=48&type=chunk) - Deferred revenue decreased from **$15,443K** to **$14,430K** during the three months ended July 31, 2025[48](index=48&type=chunk) [Note 4. Revenue from Contracts with Customers](index=13&type=section&id=Note%204.%20Revenue%20from%20Contracts%20with%20Customers) Disaggregated Oncology Revenue (in thousands) | Revenue Type | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | | Pharmacology services | $13,230 | $13,069 | | TOS data license revenue | $311 | $— | | Other TOS revenue | $454 | $992 | | **Total oncology revenue** | **$13,995** | **$14,061** | - TOS data license revenue generated **$311K** for the three months ended July 31, 2025, with no revenue from this category in the prior year[49](index=49&type=chunk)[50](index=50&type=chunk) - Other

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Champions Oncology reported $14.0 million revenue and $60,000 adjusted EBITDA for Q1 FY2026, with Rob Brainin appointed as CEO [First Quarter Fiscal 2026 Overview](index=1&type=section&id=First%20Quarter%20Fiscal%202026%20Overview) Q1 FY2026 saw $14.0 million in revenue and $60,000 adjusted EBITDA, marking a positive start with steady revenue and data growth, alongside a new CEO appointment First Quarter Fiscal 2026 Financial Highlights | Metric | Value ($) | | :---------------- | :---------- | | Total Revenue | $14.0 million | | Adjusted EBITDA | $60,000 | - **Rob Brainin appointed as Chief Executive Officer** to lead the next phase of growth[2](index=2&type=chunk)[3](index=3&type=chunk) [Leadership Commentary](index=1&type=section&id=Leadership%20Commentary) CEO Rob Brainin emphasized strengthening core services and scaling data platforms for growth, while CFO David Miller anticipated continued topline expansion and margin improvement - CEO Rob Brainin's strategic focus includes **strengthening core services**, **scaling the emerging data platform**, **deepening scientific impact**, **delivering innovative solutions**, and **creating durable long-term value for shareholders**; he plans to sharpen strategy, invest in key capabilities, and build on the company's culture of collaboration and scientific excellence[2](index=2&type=chunk) - CFO David Miller noted **solid sequential growth** that met expectations and provides a strong foundation for the year, anticipating **continued topline expansion** and **margin improvement** from a healthy services pipeline and growing demand for proprietary data offerings[2](index=2&type=chunk)[4](index=4&type=chunk) [First Fiscal Quarter Financial Results](index=2&type=section&id=First%20Fiscal%20Quarter%20Financial%20Results) First fiscal quarter results indicate a slight revenue decline, operating loss, and reduced adjusted EBITDA, driven by increased expenses [Revenue and Operating Expenses](index=2&type=section&id=Revenue%20and%20Operating%20Expenses) Q1 FY2026 total oncology revenue slightly decreased to $14.0 million, while total costs and operating expenses rose 14.1% to $14.5 million Total Oncology Revenue (YoY) | Metric | Q1 FY2026 ($M) | Q1 FY2025 ($M) | Change ($M) | % Change | | :-------------------- | :-------- | :-------- | :----- | :------- | | Total Revenue | $14.0M | $14.1M | -$0.1M | -0.7% | | Service Revenue | - | - | -$0.4M | -3% | | Data License Revenue | - | - | +$0.3M | - | Total Costs and Operating Expenses (YoY) | Metric | Q1 FY2026 ($M) | Q1 FY2025 ($M) | Change ($M) | % Change | | :-------------------------- | :-------- | :-------- | :----- | :------- | | Total Costs & Expenses | $14.5M | $12.7M | +$1.8M | +14.1% | [Profitability and Margins](index=2&type=section&id=Profitability%20and%20Margins) Q1 FY2026 profitability declined with a $527 thousand operating loss and $59 thousand Adjusted EBITDA, and gross margin fell to 43% due to outsourced services Operating Income/Loss and Adjusted EBITDA (YoY) | Metric | Q1 FY2026 ($) | Q1 FY2025 ($) | | :---------------- | :---------- | :---------- | | Loss from Operations | $(527,000) | $1.3M | | Adjusted EBITDA | $59,000 | $2.0M | Gross Margin (YoY) | Metric | Q1 FY2026 (%) | Q1 FY2025 (%) | | :--------- | :-------- | :-------- | | Gross Margin | 43% | 50% | - Cost of oncology revenue **increased by $923 thousand, or 13.1%, to $8.0 million**, primarily reflecting **higher outsourced lab services** for radiolabeling work; the company anticipates a **reduction in cost of sales and improvement in gross margins** by migrating this work into its own labs in coming quarters[6](index=6&type=chunk) [Operating Expenses Breakdown](index=2&type=section&id=Operating%20Expenses%20Breakdown) Operating expenses increased across categories, with R&D up 43.2% to $2.1 million, sales and marketing up 10.5% to $1.9 million, and G&A up 1.7% to $2.6 million Operating Expenses (YoY) | Expense Category | Q1 FY2026 ($M) | Q1 FY2025 ($M) | Change ($M) | % Change | | :----------------------- | :-------- | :-------- | :----- | :------- | | Research and development | $2.1M | $1.5M | +$0.628M | +43.2% | | Sales and marketing | $1.9M | $1.7M | +$0.176M | +10.5% | | General and administrative | $2.6M | $2.5M | +$0.043M | +1.7% | - Increase in R&D expense reflected **greater investment in sequencing and related costs to develop the data licensing platform**[7](index=7&type=chunk) - Increase in Sales and Marketing expense was related to **compensation expense to support the growth of the data license business**[7](index=7&type=chunk) [Cash Flow and Balance Sheet](index=2&type=section&id=Cash%20Flow%20and%20Balance%20Sheet) Q1 FY2026 operating activities provided $600 thousand cash, with a strong balance sheet of $10.3 million cash and no debt Cash Flow Summary | Metric | Q1 FY2026 ($) | | :-------------------------------- | :---------- | | Net cash provided by operating activities | ~$600,000 | | Net cash used in investing activities | ~$46,000 | | Net cash used in financing activities | $14,000 | Cash and Debt Position | Metric | Q1 FY2026 ($) | | :----------- | :---------- | | Cash on hand | ~$10.3 million | | Debt | No debt | [Non-GAAP Financial Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP financial measures are used to provide a clearer view of operating performance and facilitate period-over-period comparisons [Explanation and Rationale](index=3&type=section&id=Explanation%20and%20Rationale) Non-GAAP measures like Adjusted EBITDA and Adjusted EPS enhance understanding of operating performance and provide meaningful comparisons, used by management and investors - Non-GAAP financial measures **facilitate an understanding of operating performance** and **provide a meaningful comparison of results between periods**[13](index=13&type=chunk) - Management uses Non-GAAP measures to **evaluate ongoing operations**, for internal planning and forecasting, and believes Adjusted EBITDA and Adjusted EPS are **customarily used by investors and analysts**[13](index=13&type=chunk) [Definitions of Non-GAAP Measures](index=3&type=section&id=Definitions%20of%20Non-GAAP%20Measures) Adjusted EBITDA excludes stock-based compensation, depreciation, amortization, and other non-operating items from net income (loss), with Adjusted Net Income (Loss) and Adjusted EPS similarly defined - Adjusted EBITDA represents net income (loss), or net income (loss) from operations, **excluding stock-based compensation, depreciation and amortization, and potentially other non-indicative items**[14](index=14&type=chunk) - Adjusted net income (loss) and adjusted EPS **exclude the effect of stock-based compensation, depreciation and amortization**, and **may also exclude other items not indicative of ongoing operating performance**[15](index=15&type=chunk) [Company Information](index=3&type=section&id=Company%20Information) Champions Oncology is a global preclinical and clinical research services provider, offering comprehensive oncology R&D solutions [About Champions Oncology, Inc.](index=3&type=section&id=About%20Champions%20Oncology%2C%20Inc.) Champions Oncology is a global preclinical and clinical research services provider offering comprehensive oncology R&D solutions, leveraging extensive models and proprietary platforms - Champions Oncology is a **global preclinical and clinical research services provider** offering **end-to-end oncology R&D solutions** to biopharma organizations[16](index=16&type=chunk) - The company possesses the **largest and most annotated bank of clinically relevant patient-derived xenograft (PDX) and primary hematological malignancy models**[16](index=16&type=chunk) - Champions delivers **innovative, high-quality data** through **proprietary in vivo and ex vivo platforms**, a **large portfolio of cutting-edge bioanalytical platforms**, and a **groundbreaking data platform and analytics**[16](index=16&type=chunk)[17](index=17&type=chunk) [Media and Forward-Looking Statements](index=4&type=section&id=Media%20and%20Forward-Looking%20Statements) This section provides media contact and a disclaimer on forward-looking statements, noting inherent risks and no obligation to update - The press release may contain **"forward-looking statements"** that **inherently involve risk and uncertainties**, and **actual results could differ materially** from those anticipated[18](index=18&type=chunk) - The company **does not intend to update any forward-looking statements** after the date of the press release to conform these statements to actual results or changes in expectations, **except as required by law**[18](index=18&type=chunk) [Financial Statements and Reconciliations (Unaudited)](index=5&type=section&id=Financial%20Statements%20and%20Reconciliations%20%28Unaudited%29) This section presents unaudited financial statements, including GAAP to Non-GAAP reconciliations, statements of operations, balance sheets, and cash flows [Non-GAAP Reconciliations](index=5&type=section&id=Non-GAAP%20Reconciliations) Detailed reconciliations are provided for GAAP net (loss) income to Adjusted EBITDA and GAAP EPS to Non-GAAP EPS, showing adjustments for non-operating items [GAAP Net (Loss) Income to Adjusted EBITDA](index=5&type=section&id=GAAP%20Net%20%28Loss%29%20Income%20to%20Adjusted%20EBITDA) GAAP net loss of $(466) thousand for Q1 FY2026 was adjusted to an Adjusted EBITDA of $120 thousand by adding back non-operating expenses Reconciliation of GAAP Net (Loss) Income to Adjusted EBITDA | Metric | July 31, 2025 ($) | July 31, 2024 ($) | | :-------------------------- | :------------ | :------------ | | Net (loss) income - GAAP | $(466) | $1,313 | | Less: Stock-based compensation | 208 | 258 | | Less: Depreciation and amortization | 358 | 448.5 | | Less: Loss on equipment disposal | 20 | — | | **Adjusted EBITDA - Non-GAAP** | **$120** | **$2,020** | [GAAP EPS to Non-GAAP EPS](index=5&type=section&id=GAAP%20EPS%20to%20Non-GAAP%20EPS) Basic GAAP EPS of $(0.03) for Q1 FY2026 was adjusted to a Non-GAAP basic EPS of $0.02, after accounting for non-operating items Reconciliation of GAAP EPS to Non-GAAP EPS | Metric | July 31, 2025 ($) | July 31, 2024 ($) | | :------------------------------------ | :------------ | :------------ | | EPS – basic, GAAP | $(0.03) | $0.10 | | Less: Effect of stock-based compensation on EPS | 0.02 | 0.02 | | Less: Effect of depreciation and amortization on EPS | 0.03 | 0.03 | | Less: Effect of loss on equipment disposal on EPS | 0.001 | — | | **Adjusted EPS - basic, Non-GAAP** | **$0.02** | **$0.15** | | EPS – diluted, GAAP | $(0.03) | $0.09 | | Less: Effect of stock-based compensation on EPS | 0.02 | 0.02 | | Less: Effect of depreciation and amortization on EPS | 0.03 | 0.03 | | Less: Effect of loss on equipment disposal on EPS | 0.001 | — | | **Adjusted EPS - diluted, Non-GAAP** | **$0.02** | **$0.14** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Unaudited statements of operations show a net loss of $466 thousand for Q1 FY2026, a shift from prior year's net income, driven by increased expenses and slight revenue decline Condensed Consolidated Statements of Operations (Unaudited) | Metric | July 31, 2025 ($) | July 31, 2024 ($) | | :------------------------------------------ | :------------ | :------------ | | Oncology revenue | $13,995 | $14,061 | | Cost of oncology revenue | 7,995 | 7,072 | | Research and development | 2,082 | 1,454 | | Sales and marketing | 1,855 | 1,679 | | General and administrative | 2,570 | 2,527 | | Loss on disposal of equipment | 20 | — | | (Loss) income from operations | (527) | 1,329 | | Other income, net | 75 | 5 | | (Loss) income before provision for income taxes | (452) | 1,334 | | Provision for income taxes | 14 | 21 | | **Net (loss) income** | **$(466)** | **$1,313** | | Net (loss) income attributable to Company's common shares | $(436) | $1,313 | | Net (loss) income per common share outstanding (basic) | $(0.03) | $0.10 | | Net (loss) income per common share outstanding (diluted) | $(0.03) | $0.09 | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of July 31, 2025, total assets were $30,546 thousand, total liabilities $27,008 thousand, and total stockholders' equity $3,538 thousand Condensed Consolidated Balance Sheets (Unaudited) | Metric | July 31, 2025 ($) | April 30, 2025 ($) | | :------------------------------------------ | :------------ | :------------- | | Cash and cash equivalents | $10,325 | $9,785 | | Accounts receivable, net | 9,474 | 11,204 | | Total current assets | 21,014 | 22,358 | | **Total assets** | **$30,546** | **$32,344** | | Accounts payable and accrued liabilities | $6,646 | $6,804 | | Deferred revenue | 14,430 | 15,443 | | Total current liabilities | 22,698 | 23,853 | | **Total liabilities** | **$27,008** | **$28,572** | | Total stockholders' equity | 3,538 | 3,772 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 FY2026 saw net cash provided by operating activities of $600 thousand, with a net increase in cash of $540 thousand, ending the period with $10,325 thousand Condensed Consolidated Statements of Cash Flows (Unaudited) | Metric | July 31, 2025 ($) | July 31, 2024 ($) | | :------------------------------------------ | :------------ | :------------ | | Net (loss) income | $(466) | $1,313 | | Stock-based compensation expense | 208 | 258 | | Depreciation and amortization expense | 358 | 449 | | Loss on disposal of equipment | 20 | — | | **Net cash provided by operating activities** | **600** | **311** | | Purchases of property and equipment | (46) | — | | **Net cash used in investing activities** | **(46)** | **—** | | Proceeds from the exercise of stock options | 24 | — | | Finance lease payments | (38) | (37) | | **Net cash used in financing activities** | **(14)** | **(37)** | | Net increase in cash | 540 | 274 | | Cash at beginning of period | 9,785 | 2,618 | | **Cash at the end of period** | **$10,325** | **$2,892** |

[Cautionary Statement About Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20STATEMENT%20ABOUT%20FORWARD-LOOKING%20STATEMENTS) This section highlights that the report contains forward-looking statements subject to various known and unknown risks and uncertainties - The report contains forward-looking statements related to future events, business, financial performance, and condition, which are not guarantees and are subject to known and unknown risks, uncertainties, and assumptions[11](index=11&type=chunk) - Actual results may differ materially due to factors such as relationships with strategic operating partners, acquisition integration, transportation costs, macroeconomic factors, cyber incidents, and internal control over financial reporting[11](index=11&type=chunk) [PART I](index=5&type=section&id=PART%20I) This part provides a comprehensive overview of the company's business, including its operations, strategies, competitive landscape, and risk factors [Business Overview](index=5&type=section&id=ITEM%201.%20BUSINESS) Radiant Logistics, Inc. operates as a leading non-asset-based third-party logistics (3PL) company, providing technology-enabled global transportation and value-added logistics services primarily in the United States and Canada [Competitive Strengths](index=5&type=section&id=Competitive%20Strengths) The company's strengths include a non-asset-based model, strong partner support, diverse customer base, and advanced information technology - Operates a **non-asset-based business model**, minimizing fixed operating costs, offering competitive pricing, flexible solutions, and strong cash flow characteristics[19](index=19&type=chunk) - Provides significant advantages to strategic operating partners, including operating authority, technology, sales/marketing support, working capital access, and global brand recognition[20](index=20&type=chunk) - Maintains a **diverse customer base** across various industries, with no single customer or strategic operating partner representing more than **10% of consolidated revenue**, reducing concentration risks[22](index=22&type=chunk) - Leverages advanced information technology resources for real-time shipment information, customer connectivity, centralized transportation management, and proprietary global trade management for SKU-level visibility[23](index=23&type=chunk) [Industry Overview](index=8&type=section&id=Industry%20Overview) The highly fragmented logistics industry sees increasing demand for efficient 3PLs, with non-asset-based models offering cost-effectiveness and flexibility - The logistics industry is highly fragmented, with increasing demand for efficient and cost-effective third-party logistics providers due to businesses minimizing inventory, globalizing trade, and needing time-definite delivery[27](index=27&type=chunk)[31](index=31&type=chunk) - Non-asset-based companies like Radiant Logistics are often able to serve customers less expensively and with greater flexibility than asset-based competitors[29](index=29&type=chunk) US and Canada 3PL Market Size | Market | Estimated Annual Size | | :----- | :-------------------- | | US & Canada 3PL | ~$336.3 billion | [Growth Strategy](index=8&type=section&id=Our%20Growth%20Strategy) The company aims for comprehensive multimodal transportation and logistics services through organic growth and strategic acquisitions of non-asset-based providers - The company's objective is to provide comprehensive multimodal transportation and logistics services through organic growth and strategic acquisitions of non-asset-based providers[30](index=30&type=chunk)[33](index=33&type=chunk) - Since 2006, Radiant Logistics has completed **33 acquisitions**, including significant additions like Wheels Group Inc. (Radiant Canada) in 2015 and Navegate, Inc. in 2021, expanding geographical and service offerings[30](index=30&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) - The acquisition strategy targets both third-party businesses and strategic operating partners, leveraging market fragmentation and offering liquidity or growth opportunities to smaller companies[35](index=35&type=chunk)[36](index=36&type=chunk) [Operating Strategy](index=11&type=section&id=Our%20Operating%20Strategy) The operating strategy focuses on maximizing efficiencies through central integration and a relationship-oriented approach with customers - A key element is maximizing operational efficiencies by integrating general and administrative functions into a central back-office platform, reducing redundancies, and allowing acquired companies to focus on sales and operations growth[37](index=37&type=chunk) - Emphasizes a relationship-oriented approach with customers, designing solutions and identifying resources for their supply chain strategies to foster greater customer satisfaction and reduce business development expense[38](index=38&type=chunk) [Operations](index=11&type=section&id=Operations) The company offers diverse domestic and international freight forwarding and brokerage services, leveraging a vast carrier network as a non-asset-based provider - Offers domestic and international freight forwarding and freight brokerage services, including air, ocean, truckload, LTL, and intermodal, across North America[39](index=39&type=chunk) - As a non-asset-based provider, the company arranges shipments through a vast carrier network, generating gross margin from the difference between customer charges and payments to transportation providers[40](index=40&type=chunk) - Organized into two geographic operating segments (U.S. and Canada), providing both freight forwarding and freight brokerage capabilities, along with value-added services like MM&D, CHB, and GTM[41](index=41&type=chunk)[45](index=45&type=chunk) [Information Services](index=13&type=section&id=Information%20Services) Continuous enhancement of information systems and migration to a common platform are key, offering proprietary global trade management for SKU-level visibility - A primary business strategy component is the continuous enhancement of information systems and the migration of acquired companies and strategic operating partners to a common set of customer-facing and back-office applications[46](index=46&type=chunk) - Utilizes SAP TM and Cargowise for forwarding, TEDS, Megatrans, Revenova, and Profit Tools for brokerage, and Highjump for warehousing, with plans to transition to a singular SAP-based platform[47](index=47&type=chunk) - Offers a proprietary global trade management platform that provides SKU-level visibility from manufacturing in Asia through final delivery in the U.S., differentiating its market position[46](index=46&type=chunk) [Sales and Marketing](index=13&type=section&id=Sales%20and%20Marketing) Services are marketed through a network of company-owned and strategic operating partner locations, leveraging collective resources for broader brand recognition - Services are primarily marketed through a network of Company-owned and strategic operating partner locations across North America, each staffed with operational employees to support sales and customer service[48](index=48&type=chunk) - Strategic operating partners rely on the company for operating authority, technology, sales and marketing support, access to working capital, carrier networks, and collective purchasing power, enabling broader brand recognition[48](index=48&type=chunk) [Competition and Business Conditions](index=15&type=section&id=Competition%20and%20Business%20Conditions) The logistics business is intensely competitive and impacted by domestic and international trade volumes, economic conditions, and global events - The logistics business is directly impacted by domestic and international trade volumes, which are influenced by economic and political conditions, work stoppages, currency fluctuations, and global events[49](index=49&type=chunk) - The global transportation and logistics services industry is intensely competitive, with competition based on rates, service quality, scope of operations, geographic coverage, information technology, and price[50](index=50&type=chunk) - The company competes against asset-based and other non-asset-based third-party logistics companies, consultants, information technology vendors, and shippers' transportation departments, some of which have substantially greater financial resources[50](index=50&type=chunk) [Regulation](index=15&type=section&id=Regulation) Interstate and international freight transportation is highly regulated, with specific agencies overseeing air, surface, and ocean forwarding, as well as customs brokerage - Interstate and international transportation of freight is highly regulated, with non-compliance potentially leading to substantial fines or revocation of operating permits[51](index=51&type=chunk) - Air freight forwarding is regulated by the Federal Aviation Administration and Transportation Security Administration, while surface freight forwarding is subject to the Federal Motor Carrier Safety Administration and Surface Transportation Board[52](index=52&type=chunk)[53](index=53&type=chunk) - Ocean forwarding operations are regulated and licensed by the Federal Maritime Commission, and United States customs brokerage operations are subject to the licensing requirements of the Bureau of Customs and Border Protection[55](index=55&type=chunk)[56](index=56&type=chunk) [Environmental, Social, and Governance Initiatives (ESG)](index=15&type=section&id=Environmental,%20Social,%20and%20Governance%20Initiatives) The company's ESG strategy, overseen by the Board and an ESG Steering Committee, includes expanding GHG emissions inventory, setting SBTi-aligned targets, and fostering a socially responsible culture - The Board of Directors oversees ESG-related matters, with an ESG Steering Committee and Task Force guiding strategy based on materiality assessment and International Financial Reporting Standards (IFRS) sustainability standards[59](index=59&type=chunk) - In 2025, the company expanded its GHG emissions inventory to include upstream and downstream Scope 3 sources, building on completed Scope 1 and 2 data, with future targets expected to align with the Science Based Targets initiative (SBTi)[60](index=60&type=chunk) - Ongoing strategic initiatives include annual GHG emissions inventory reporting, establishing SBTi-aligned reduction targets, engaging with suppliers, customers, and partners, and evaluating cost-effective pathways to achieve **100% renewable electricity** for company-owned operations[60](index=60&type=chunk) - Committed to being a socially responsible employer, fostering a culture of employee engagement and inclusion, and acting as a good corporate citizen, including a long-term partnership with the American Heart Association[61](index=61&type=chunk) [Human Capital](index=17&type=section&id=Human%20Capital) The company is committed to fostering a positive and inclusive employee culture to create a high-performance environment - The company is committed to fostering a positive and engaging culture of employee inclusion and belonging, aiming to create a high-performance environment where all people can thrive[62](index=62&type=chunk) Employee Count (as of June 30, 2025) | Category | Count | | :------- | :---- | | Total Employees | 1,026 | | Full-time Employees | 988 | | Unionized Employees | 0 | [Available Information](index=17&type=section&id=Available%20Information) SEC filings, including Annual Reports on Form 10-K, are available free of charge on the company's website and the SEC website - The company maintains a website (www.radiantdelivers.com) where SEC filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements, are posted free of charge[64](index=64&type=chunk) - These reports are also available free of charge on the SEC website at www.sec.gov[64](index=64&type=chunk) [Risk Factors](index=18&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section outlines significant risks that could materially and adversely affect Radiant Logistics' business, financial condition, or results of operations [Business-Specific Risks](index=18&type=section&id=Risks%20Related%20to%20our%20Business) Key business risks include dependence on strategic partners, IT system reliance, economic downturns, and foreign exchange exposure - Dependence on maintaining and expanding the existing strategic operating partner network, which contributed approximately **42% of consolidated adjusted gross profit in fiscal year 2025**[67](index=67&type=chunk) - Reliance on information technology systems for efficient operations and growth, with risks including cybersecurity attacks, data loss, service interruptions, and the need for timely and cost-effective system enhancements[70](index=70&type=chunk)[73](index=73&type=chunk) - Vulnerability to economic recessions, downturns, interest rate fluctuations, and inflation, which can reduce freight volumes, impact customer payments, and affect carrier availability[78](index=78&type=chunk) - Exposure to foreign exchange risk and compliance with foreign regulatory requirements due to growing international operations, which accounted for **45% of adjusted gross profit in fiscal year 2025**[107](index=107&type=chunk)[110](index=110&type=chunk) [Acquisition Strategy Risks](index=33&type=section&id=Risks%20Related%20to%20our%20Acquisition%20Strategy) Acquisition risks include scarcity of targets, competition, limited financial resources, and difficulties in integrating acquired businesses - Scarcity of desirable acquisition targets and intense competition from larger, well-financed entities, potentially leading to unfavorable terms or an inability to complete acquisitions[124](index=124&type=chunk) - Limited financial resources for acquisitions without additional financing, which may involve issuing equity or debt, potentially diluting existing stockholders or being constrained by credit facility terms[125](index=125&type=chunk) - Difficulties in integrating the operations, personnel, and assets of acquired businesses, which may disrupt existing operations, divert resources, and lead to potential loss of strategic operating partners or key employees[133](index=133&type=chunk) [Common Stock Risks](index=37&type=section&id=Risks%20Related%20to%20our%20Common%20Stock) Risks related to common stock include price fluctuations, anti-takeover provisions, significant insider influence, and no anticipated cash dividends - The market price of common stock may fluctuate significantly due to various factors, including variations in earnings, competitor performance, public announcements, regulatory changes, and general market conditions[141](index=141&type=chunk) - Provisions in the company's certificate of incorporation, bylaws, and Delaware law could deter a change in management or make a contested takeover more difficult, even if favored by a majority of stockholders[144](index=144&type=chunk) - The Founder, Chairman, and CEO, Bohn H. Crain, beneficially owns approximately **20% of outstanding common stock**, allowing him to exert substantial influence over management and matters requiring stockholder approval[146](index=146&type=chunk) - The company does not anticipate paying cash dividends on its common stock in the foreseeable future, and its ability to pay dividends is further limited by the terms of its credit facility[152](index=152&type=chunk) [Unresolved Staff Comments](index=40&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This item indicates that there are no unresolved staff comments from the SEC - Not Applicable[154](index=154&type=chunk) [Cybersecurity](index=40&type=section&id=ITEM%201C.%20CYBERSECURITY) Cybersecurity, data privacy, and data protection are critical to Radiant Logistics' business, with processes integrated into overall risk management and board oversight - Cybersecurity, data privacy, and data protection are critical to the business, with processes for assessing, identifying, and managing material risks integrated into overall risk management[155](index=155&type=chunk)[156](index=156&type=chunk) - The cybersecurity program is structured around strategy, execution, management, oversight, and user training, guided by the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF)[157](index=157&type=chunk) - The company utilizes a Network Operations and Security Center (NOSC) for **24x7 endpoint monitoring** and engages third-party cybersecurity service providers to assess and enhance its practices and assist with system protection[159](index=159&type=chunk)[160](index=160&type=chunk) - Management, led by the Chief Technology Officer (CTO), is responsible for day-to-day cybersecurity risk management, with regular reporting to the Audit and Executive Oversight Committee (AEOC)[163](index=163&type=chunk) - The Board of Directors, through the AEOC, provides risk management oversight for the cybersecurity program, reviewing controls, security, and contingency plans[164](index=164&type=chunk)[165](index=165&type=chunk) - The company experienced two cyber incidents (December 2021 ransomware and March 2024 Canadian subsidiary breach) which caused operational disruptions but systems were restored, leading to enhanced security measures[169](index=169&type=chunk) [Properties](index=44&type=section&id=ITEM%202.%20PROPERTIES) Radiant Logistics' principal executive offices are in Renton, Washington, with over 100 leased operating locations across North America and internationally - The company's principal executive offices are located in Renton, Washington[171](index=171&type=chunk) - The network comprises over **100 operating locations**, including company-owned offices and warehouses in leased facilities across the United States (e.g., Long Beach, Woodridge, Miami), Canada (e.g., Surrey, Calgary, Brampton), and other international locations (Shanghai, Cebu City, Mexico City)[171](index=171&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) - Current offices and warehouses are believed to be adequately covered by insurance and sufficient to support operations for the foreseeable future[171](index=171&type=chunk) [Legal Proceedings](index=44&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is subject to routine legal actions, but management is not aware of any material pending or threatened proceedings - The company and its subsidiaries may be subject to legal actions and claims arising from contracts or other matters in the ordinary course of business[172](index=172&type=chunk)[353](index=353&type=chunk) - Management is not aware of any pending or threatened legal proceedings that are considered other than routine, and believes their ultimate disposition will not be material to financial position, results of operations, and liquidity[172](index=172&type=chunk)[353](index=353&type=chunk) [Mine Safety Disclosures](index=44&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to Radiant Logistics, Inc. - Not applicable[173](index=173&type=chunk) [PART II](index=46&type=section&id=PART%20II) This part covers market information for common equity, management's discussion and analysis, market risk disclosures, and financial statements [Market for Common Equity, Stockholder Matters & Issuer Purchases](index=46&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Radiant Logistics' common stock trades on the NYSE American under 'RLGT,' with 47,143,178 shares outstanding and no anticipated cash dividends - The company's common stock trades on the NYSE American under the symbol **"RLGT"**[177](index=177&type=chunk) Stockholder Information (as of September 8, 2025) | Metric | Value | | :------- | :---- | | Stockholders of Record | 64 | | Shares Outstanding | 47,143,178 | - The company has never declared or paid cash dividends on its common stock and does not anticipate doing so in the foreseeable future, with any future determination subject to board discretion and credit facility restrictions[178](index=178&type=chunk)[152](index=152&type=chunk) Issuer Purchases of Equity Securities (Three months ended June 30, 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Total Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Shares Yet to Be Purchased under Plans or Programs | | :----------------- | :--------------------- | :------------------------- | :---------------------------------------------------------- | :---------------------------------------------------------- | | April 1 − 30, 2025 | 16,357 | $5.50 | 16,357 | 4,660,235 | | May 1 − 31, 2025 | — | — | — | 4,660,235 | | June 1 − 30, 2025 | — | — | — | 4,660,235 | | **Total** | **16,357** | **$5.50** | **16,357** | **4,660,235** | Comparative Stock Performance (Investment value as of June 30, assuming $100 invested on June 30, 2020) | Index | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | :------------------------------- | :--- | :--- | :--- | :--- | :--- | :--- | | Radiant Logistics, Inc. | $100 | $176 | $189 | $171 | $145 | $155 | | Dow Jones Transportation Average | $100 | $162 | $143 | $169 | $168 | $168 | | Russell 2000 Index | $100 | $160 | $118 | $131 | $142 | $151 | [RESERVED](index=47&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and contains no information - This item is reserved[184](index=184&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=48&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The MD&A provides an overview of Radiant Logistics' financial condition and results, detailing performance metrics, critical accounting estimates, and a comparative analysis of fiscal years 2025 and 2024 [Performance Metrics](index=49&type=section&id=Performance%20Metrics) Key performance indicators include transportation revenue, adjusted gross profit, EBITDA, and adjusted EBITDA, all subject to seasonal trends - The principal source of income is freight forwarding and freight brokerage services, with transportation revenue representing the total dollar value of services sold to customers[191](index=191&type=chunk) - Adjusted gross profit, a non-GAAP financial measure, is the primary indicator of the company's ability to source, add value, and resell services provided by third-parties, and is considered a key performance measure by management[192](index=192&type=chunk) - EBITDA and adjusted EBITDA, also non-GAAP measures, are used to analyze results by eliminating non-cash charges and are closely monitored for financial flexibility and investor discussions[194](index=194&type=chunk)[195](index=195&type=chunk) - Operating results are subject to seasonal trends, with the first and third fiscal quarters traditionally weaker, influenced by market conditions, holiday seasons, consumer demand, and economic factors[196](index=196&type=chunk) [Critical Accounting Estimates](index=49&type=section&id=Critical%20Accounting%20Estimates) Key accounting estimates involve revenue recognition, fair value of acquired assets and liabilities, goodwill impairment, intangible asset amortization, and contingent consideration valuation - Key accounting estimates include revenue recognition, fair value of acquired assets and liabilities, assessment of recoverability of long-lived assets, goodwill and intangible assets, and fair value of contingent consideration[197](index=197&type=chunk) - Revenue recognition for transportation services is satisfied over time, based on estimated transit period, average revenue per shipment, and percentage of completion, requiring significant management judgment[198](index=198&type=chunk) - Goodwill is reviewed for impairment annually as of April 1st, or more frequently if circumstances indicate, using qualitative or quantitative assessments to compare fair value to carrying amount[199](index=199&type=chunk)[273](index=273&type=chunk) - Definite-lived intangible assets, such as customer-related assets, trade names, licenses, and developed technology, are amortized using the straight-line method over periods of up to **15 years**[200](index=200&type=chunk)[278](index=278&type=chunk) - Contingent consideration for acquisitions is measured quarterly at fair value using projected future financial results and discounted with Level 3 inputs, with changes recognized in the consolidated statements of comprehensive income[202](index=202&type=chunk)[281](index=281&type=chunk) [Results of Operations (Fiscal Year 2025 vs. 2024)](index=50&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance for fiscal years 2025 and 2024, detailing changes in revenues, costs, adjusted gross profit, and operating expenses Revenues, Cost of Transportation, and Adjusted Gross Profit by Segment (FY2025 vs. FY2024) | (In thousands) | FY2025 Total | FY2024 Total | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | **Revenues** | | | | | | Transportation | $854,385 | $753,248 | $101,137 | 13.4% | | Value-added services | $48,311 | $49,222 | $(911) | -1.8% | | **Total Revenues** | **$902,696** | **$802,470** | **$100,226** | **12.5%** | | **Cost of transportation and other services** | | | | | | Transportation | $642,997 | $544,341 | $98,656 | 18.1% | | Value-added services | $20,280 | $21,606 | $(1,326) | -6.1% | | **Total Cost of Services** | **$663,277** | **$565,947** | **$97,330** | **17.2%** | | **Adjusted Gross Profit** | | | | | | Transportation | $211,388 | $208,907 | $2,481 | 1.2% | | Value-added services | $28,031 | $27,616 | $415 | 1.5% | | **Total Adjusted Gross Profit** | **$239,419** | **$236,523** | **$2,896** | **1.2%** | | **Adjusted Gross Profit Percentage** | | | | | | Transportation | 24.7% | 27.7% | -3.0 pp | | | Value-added services | 58.0% | 56.1% | +1.9 pp | | - Transportation revenue increased by **$101.2 million (13.4%)** in FY2025, primarily driven by **$58.5 million in project charter revenues** and **$57.7 million from acquisitions**, though net transportation margins decreased from **27.7% to 24.7%** due to lower-margin revenues[204](index=204&type=chunk) Consolidated Statements of Comprehensive Income Data (FY2025 vs. FY2024) | (In thousands, except per share data) | FY2025 Total | FY2024 Total | Change ($) | Change (%) | | :-------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Adjusted gross profit | $239,419 | $236,523 | $2,896 | 1.2% | | Operating partner commissions | $78,493 | $92,668 | $(14,175) | -15.3% | | Personnel costs | $81,509 | $78,212 | $3,297 | 4.2% | | Selling, general and administrative expenses | $42,471 | $38,700 | $3,771 | 9.7% | | Depreciation and amortization | $18,379 | $18,095 | $284 | 1.6% | | Change in fair value of contingent consideration | $(2,491) | $(450) | $(2,041) | 453.6% | | Total operating expenses | $218,361 | $227,225 | $(8,864) | -3.9% | | Income from operations | $21,058 | $9,298 | $11,760 | 126.5% | | Total other income | $145 | $422 | $(277) | -65.6% | | Income before income taxes | $21,203 | $9,720 | $11,483 | 118.1% | | Income tax expense | $(3,765) | $(1,523) | $(2,242) | 147.2% | | Net income | $17,438 | $8,197 | $9,241 | 112.7% | | Net income attributable to Radiant Logistics, Inc. | $17,291 | $7,685 | $9,606 | 124.9% | - Operating partner commissions decreased by **$14.2 million (15.3%)** due to reduced adjusted gross profit from strategic operating partners and conversions to company-owned locations[207](index=207&type=chunk) - Personnel costs increased by **$3.3 million (4.2%)** due to increased headcount from acquisitions, while Selling, General and Administrative (SG&A) expenses rose by **$3.8 million (9.7%)** due to higher technology spending, facilities costs, and lease termination costs[208](index=208&type=chunk)[209](index=209&type=chunk) Adjusted EBITDA Reconciliation (FY2025 vs. FY2024) | (In thousands) | FY2025 Total | FY2024 Total | Change ($) | Change (%) | | :-------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Net income attributable to Radiant Logistics, Inc. | $17,291 | $7,685 | $9,606 | 124.9% | | Income tax expense | $3,765 | $1,523 | $2,242 | 147.2% | | Depreciation and amortization | $18,493 | $18,552 | $(59) | -0.3% | | Net interest expense | $39 | $(1,277) | $1,316 | -103.1% | | Share-based compensation | $(819) | $2,611 | $(3,430) | -131.4% | | Change in fair value of contingent consideration | $(2,491) | $(450) | $(2,041) | 453.6% | | Lease termination costs | $1,491 | $76 | $1,415 | 1861.8% | | Change in fair value of interest rate swap contracts | $1,032 | $1,197 | $(165) | -13.8% | | Other | $(45) | $1,243 | $(1,288) | -103.6% | | **Adjusted EBITDA** | **$38,756** | **$31,160** | **$7,596** | **24.4%** | | Adjusted EBITDA as a % of adjusted gross profit | 16.2% | 13.2% | +3.0 pp | | [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is primarily from operating cash flow and the Revolving Credit Facility, deemed adequate for future operations, despite increased cash used for investing activities - Primary sources of liquidity are cash generated from operating activities and borrowings under the Revolving Credit Facility, which also fund capital expenditures and contractual contingent consideration obligations[217](index=217&type=chunk) Cash Flow Summary (FY2025 vs. FY2024) | (In thousands) | FY2025 | FY2024 | Change ($) | | :-------------------------------- | :------- | :------- | :--------- | | Net cash provided by operating activities | $13,266 | $17,255 | $(3,989) | | Net cash used for investing activities | $(33,493) | $(15,161) | $(18,332) | | Net cash provided by (used for) financing activities | $18,230 | $(10,182) | $28,412 | | Effect of exchange rate changes on cash and cash equivalents | $65 | $(100) | $165 | | Net decrease in cash and cash equivalents | $(1,932) | $(8,188) | $6,256 | | Cash and cash equivalents, end of year | $22,942 | $24,874 | $(1,932) | - Net cash used for investing activities increased significantly by **$18.3 million** in FY2025, primarily due to higher cash paid for acquisitions (**$28.5 million in FY2025 vs. $6.8 million in FY2024**)[219](index=219&type=chunk)[260](index=260&type=chunk) - Net cash provided by financing activities was **$18.2 million** in FY2025, a substantial shift from net cash used of **$10.2 million** in FY2024, driven by **$20.0 million in net proceeds** from the Revolving Credit Facility[220](index=220&type=chunk)[260](index=260&type=chunk) - As of June 30, 2025, the company had **$22.9 million in unrestricted cash and cash equivalents**, which, along with anticipated cash flow and financing access, is deemed adequate for funding existing operations for the next twelve months[217](index=217&type=chunk)[221](index=221&type=chunk) [Technology](index=54&type=section&id=Technology) Continuous enhancement of the technology platform is a core business strategy, with increased spending planned for fiscal year 2026 to improve customer, vendor, and user tools - A primary component of the business strategy is to provide robust and advanced technology offerings to customers and operations, continuously developing and enhancing the technology platform[223](index=223&type=chunk) - The company expects to increase spending in fiscal year 2026 to further enhance its technology platform, focusing on customer-facing, vendor-facing, and user-facing tools and systems[223](index=223&type=chunk) [Revolving Credit Facility](index=54&type=section&id=Revolving%20Credit%20Facility) The company maintains a **$200 million** syndicated revolving credit facility, maturing in August 2027, with **$20.0 million** outstanding as of June 30, 2025 - The company maintains a **$200 million** syndicated revolving credit facility, segregated into a **$150 million USD tranche** and a **$50 million USD/CAD tranche**, with a **$75 million accordion feature** for future acquisition opportunities[224](index=224&type=chunk) - The facility matures on **August 5, 2027**, is collateralized by accounts receivable and other assets, and is subject to financial covenants including a maximum consolidated net leverage ratio of **3.00** and minimum consolidated interest coverage ratio of **3.00**[225](index=225&type=chunk)[226](index=226&type=chunk) - As of June 30, 2025, borrowings outstanding on the Revolving Credit Facility were **$20.0 million**, and the company was in compliance with its covenants[227](index=227&type=chunk)[325](index=325&type=chunk) [Off Balance Sheet Arrangements](index=54&type=section&id=Off%20Balance%20Sheet%20Arrangements) As of June 30, 2025, the company had no material off-balance sheet arrangements or related risks - As of June 30, 2025, the company did not have any relationships with unconsolidated entities or financial partners for off-balance sheet arrangements, thus not materially exposed to related financing, liquidity, market, or credit risks[228](index=228&type=chunk) [Recent Accounting Guidance](index=54&type=section&id=Recent%20Accounting%20Guidance) Recent accounting guidance is discussed in Note 2 to the consolidated financial statements - Recent accounting guidance is discussed in Note 2 to the consolidated financial statements[229](index=229&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Radiant Logistics is exposed to market risks primarily related to foreign exchange rates and interest rates, which could impact net income and interest expense - The company is exposed to market risks primarily related to foreign exchange risk, arising from sales, purchases, and intercompany transactions denominated in foreign currencies, particularly in Canada[230](index=230&type=chunk) - A **1.0% fluctuation in foreign exchange rates** would have changed net income for the fiscal year ended June 30, 2025, by approximately **$0.04 million**[230](index=230&type=chunk) - The company is also subject to risks related to an increase in interest rates; for every **$1.0 million outstanding** on the Revolving Credit Facility, a **1.0% increase in interest rates** would raise interest expense by approximately **$0.06 million**[231](index=231&type=chunk) [Financial Statements and Supplementary Data](index=57&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the audited consolidated financial statements for fiscal years 2025 and 2024, with unqualified opinions from the independent registered public accounting firm [Report of Independent Registered Public Accounting Firm](index=58&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent registered public accounting firm issued unqualified opinions on both the consolidated financial statements and internal control over financial reporting - The independent registered public accounting firm issued an **unqualified opinion** on the consolidated financial statements for the fiscal years ended June 30, 2025 and 2024[237](index=237&type=chunk) - An **unqualified opinion** was also issued on the effectiveness of the company's internal control over financial reporting as of June 30, 2025, based on COSO criteria[237](index=237&type=chunk) - The audit of internal control over financial reporting excluded recently acquired Foundation Logistics & Services, LLC and Transcon Shipping Co., Inc., which constituted **3.1% of consolidated total assets** and **4.0% of consolidated revenues** for FY2025[241](index=241&type=chunk) [Consolidated Balance Sheets](index=61&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show total assets increased by **15.0%** to **$426.8 million** in FY2025, driven by goodwill and intangible asset growth from acquisitions Consolidated Balance Sheet Summary (as of June 30, 2025 vs. 2024) | (In thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :------------ | :--------- | :--------- | | Total Current Assets | $179,250 | $164,205 | $15,045 | 9.2% | | Property, technology, and equipment, net | $23,489 | $25,558 | $(2,069) | -8.1% | | Goodwill | $117,637 | $93,043 | $24,594 | 26.4% | | Intangible assets, net | $49,123 | $34,943 | $14,180 | 40.6% | | Operating lease right-of-use assets | $55,066 | $49,850 | $5,216 | 10.5% | | **Total Assets** | **$426,774** | **$371,185** | **$55,589** | **15.0%** | | Total Current Liabilities | $115,145 | $110,451 | $4,694 | 4.3% | | Notes payable | $20,000 | $0 | $20,000 | N/A | | Total Long-Term Liabilities | $85,544 | $51,225 | $34,319 | 67.0% | | **Total Liabilities** | **$200,689** | **$161,676** | **$39,013** | **24.1%** | | **Total Equity** | **$226,085** | **$209,509** | **$16,576** | **7.9%** | - Goodwill increased by **$24.6 million** and intangible assets, net, increased by **$14.2 million**, primarily due to acquisitions in fiscal year 2025[252](index=252&type=chunk)[317](index=317&type=chunk)[318](index=318&type=chunk) - Notes payable increased to **$20.0 million** in FY2025 from zero in FY2024, reflecting borrowings under the Revolving Credit Facility[252](index=252&type=chunk)[325](index=325&type=chunk) [Consolidated Statements of Comprehensive Income](index=63&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Net income attributable to Radiant Logistics, Inc. increased by **124.9%** to **$17.3 million** in FY2025, with basic EPS rising to **$0.37** Consolidated Statements of Comprehensive Income Summary (FY2025 vs. FY2024) | (In thousands, except per share data) | FY2025 | FY2024 | Change ($) | Change (%) | | :------------------------------------ | :----- | :----- | :--------- | :--------- | | Revenues | $902,696 | $802,470 | $100,226 | 12.5% | | Total operating expenses | $881,638 | $793,172 | $88,466 | 11.2% | | Income from operations | $21,058 | $9,298 | $11,760 | 126.5% | | Total other income | $145 | $422 | $(277) | -65.6% | | Income before income taxes | $21,203 | $9,720 | $11,483 | 118.1% | | Income tax expense | $(3,765) | $(1,523) | $(2,242) | 147.2% | | Net income | $17,438 | $8,197 | $9,241 | 112.7% | | Net income attributable to Radiant Logistics, Inc. | $17,291 | $7,685 | $9,606 | 124.9% | | Basic Income per share | $0.37 | $0.16 | $0.21 | 131.3% | | Diluted Income per share | $0.35 | $0.16 | $0.19 | 118.8% | - Net income attributable to Radiant Logistics, Inc. increased by **124.9%** to **$17.3 million** in FY2025 from **$7.7 million** in FY2024[254](index=254&type=chunk) - Basic earnings per share increased to **$0.37** in FY2025 from **$0.16** in FY2024, and diluted earnings per share increased to **$0.35** from **$0.16**[254](index=254&type=chunk) [Consolidated Statements of Changes in Equity](index=65&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased by **$16.6 million (7.9%)** in FY2025, driven by net income and other comprehensive income, partially offset by common stock repurchases Total Equity (FY2025 vs. FY2024) | (In thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------ | :------------ | :--------- | :--------- | | Total Radiant Logistics, Inc. stockholders' equity | $226,016 | $209,362 | $16,654 | 7.9% | | Noncontrolling interest | $69 | $147 | $(78) | -53.1% | | **Total Equity** | **$226,085** | **$209,509** | **$16,576** | **7.9%** | - Total equity increased by **$16.6 million (7.9%)** from June 30, 2024, to June 30, 2025, driven by net income and other comprehensive income, partially offset by common stock repurchases[257](index=257&type=chunk) - Repurchases of common stock totaled **$0.8 million** in FY2025, a decrease from **$4.1 million** in FY2024[257](index=257&type=chunk)[332](index=332&type=chunk) [Consolidated Statements of Cash Flows](index=66&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities decreased by **$4.0 million** in FY2025, while investing activities used **$18.3 million** more cash, and financing activities provided **$18.2 million** Cash Flow Summary (FY2025 vs. FY2024) | (In thousands) | FY2025 | FY2024 | Change ($) | | :-------------------------------- | :------- | :------- | :--------- | | Net cash provided by operating activities | $13,266 | $17,255 | $(3,989) | | Net cash used for investing activities | $(33,493) | $(15,161) | $(18,332) | | Net cash provided by (used for) financing activities | $18,230 | $(10,182) | $28,412 | | Effect of exchange rate changes on cash and cash equivalents | $65 | $(100) | $165 | | Net decrease in cash and cash equivalents | $(1,932) | $(8,188) | $6,256 | | Cash and cash equivalents, end of year | $22,942 | $24,874 | $(1,932) | - Net cash provided by operating activities decreased by **$4.0 million** in FY2025[260](index=260&type=chunk) - Net cash used for investing activities increased significantly by **$18.3 million**, primarily due to higher cash paid for acquisitions (**$28.5 million in FY2025 vs. $6.8 million in FY2024**)[219](index=219&type=chunk)[260](index=260&type=chunk) - Net cash provided by financing activities was **$18.2 million** in FY2025, a substantial shift from net cash used of **$10.2 million** in FY2024, driven by **$20.0 million in net proceeds** from the Revolving Credit Facility[220](index=220&type=chunk)[260](index=260&type=chunk) [Notes to the Consolidated Financial Statements](index=67&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes provide detailed information on accounting policies, segment reporting, business combinations, and subsequent events, including recent acquisitions - Provides detailed information on the company's organization, nature of operations, and summary of significant accounting policies, including principles of consolidation, use of estimates, revenue recognition, and treatment of goodwill and intangible assets[263](index=263&type=chunk)[265](index=265&type=chunk)[283](index=283&type=chunk) - Details the company's two reportable segments (United States and Canada) and how adjusted EBITDA is used by the Chief Operating Decision Maker (CODM) to assess performance and allocate resources[356](index=356&type=chunk)[358](index=358&type=chunk) - Outlines business combinations in FY2025, including acquisitions of Foundation Logistics & Services, LLC, Focus Logistics, Inc., TCB Transportation Associates, LLC, Transcon Shipping Co., Inc., USA Logistics Services, Inc., and Universal Logistics, Inc., with total consideration of **$50.3 million**[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk)[364](index=364&type=chunk)[365](index=365&type=chunk)[366](index=366&type=chunk)[367](index=367&type=chunk) - Subsequent to year-end, effective September 1, 2025, the company acquired an **80% stock ownership interest** in Weport, S.A. de C.V., a Mexico City-based global transportation and logistics solutions company[376](index=376&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=93&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) This item states that there have been no changes in or disagreements with accountants on accounting and financial disclosure - None[377](index=377&type=chunk) [Controls and Procedures](index=93&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were effective as of June 30, 2025, having remediated a previously identified material weakness in revenue recording - Management, under the supervision of the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025[379](index=379&type=chunk) - A previously disclosed material weakness in internal control over financial reporting related to the recording and processing of revenue transactions has been remediated through the design, implementation, and refinement of new and enhanced controls[386](index=386&type=chunk)[387](index=387&type=chunk) - As of June 30, 2025, management concluded that its internal control over financial reporting was effective, with the assessment excluding recently acquired Foundation and Transcon[384](index=384&type=chunk)[385](index=385&type=chunk) [Other Information](index=95&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - During the three months ended June 30, 2025, none of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement[389](index=389&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=95&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item states that there are no disclosures regarding foreign jurisdictions that prevent inspections - None[390](index=390&type=chunk) [PART III](index=97&type=section&id=PART%20III) This part incorporates information on directors, executive compensation, security ownership, related transactions, and accountant fees by reference from the proxy statement [Directors, Executive Officers and Corporate Governance](index=97&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[393](index=393&type=chunk) - The company's Code of Ethics, applicable to all directors, executive officers, and employees, is available on its website and printed copies can be requested[394](index=394&type=chunk) [Executive Compensation](index=97&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[395](index=395&type=chunk) [Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters](index=97&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership and equity compensation plans is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[396](index=396&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=97&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding certain relationships, related party transactions, and director independence is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[397](index=397&type=chunk) [Principal Accountant Fees and Services](index=97&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Information regarding principal accountant fees and services is incorporated by reference from the 2025 Annual Meeting of Stockholders Proxy Statement - Information required for this item is incorporated by reference to the company's definitive proxy statement for the 2025 Annual Meeting of Stockholders[398](index=398&type=chunk) [PART IV](index=98&type=section&id=PART%20IV) This part lists exhibits and financial statement schedules, detailing all documents filed as part of the report [Exhibits and Financial Statement Schedules](index=98&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all documents filed as part of the report, including financial statements and a detailed list of exhibits - This item lists all documents filed as part of the report, including the company's consolidated financial statements (included in Part II, Item 8)[401](index=401&type=chunk) - Financial statement schedules are not applicable[402](index=402&type=chunk) - A comprehensive list of exhibits required by Item 601 of Regulation S-K is provided, detailing corporate documents, employment agreements, incentive plans, credit agreements, and certifications[402](index=402&type=chunk)[403](index=403&type=chunk) [Form 10-K Summary](index=102&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item indicates that no Form 10-K summary is provided - None[404](index=404&type=chunk) [Signatures](index=103&type=section&id=Signatures) The report is duly signed on behalf of Radiant Logistics, Inc. by its Chief Executive Officer and other directors and officers as of September 15, 2025 - The report is duly signed on behalf of Radiant Logistics, Inc. by the Chief Executive Officer, Bohn H. Crain, and other directors and officers, including the Senior Vice President and Chief Financial Officer, Todd E. Macomber, as of September 15, 2025[406](index=406&type=chunk)[408](index=408&type=chunk)[409](index=409&type=chunk)

Exhibit 99.1 RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE FOURTH FISCAL QUARTER AND YEAR ENDED JUNE 30, 2025 Continued progress in green-field and strategic operating partner acquisitions; Well positioned for further growth as market conditions improve RENTON, WA September 15, 2025 – Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, today reported financial results for the three and twelve months ended June 30, 2025. Financia ...

Table of Contents 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 July 31, 2025 or PHARMACYTE BIOTECH, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For ...

[Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section highlights that the report contains forward-looking statements, identified by words like 'anticipate,' 'expect,' and 'believe,' which are subject to risks and uncertainties and may differ materially from actual results [Nature of Forward-Looking Statements](index=4&type=section&id=4.1%20Nature%20of%20Forward-Looking%20Statements) This section defines forward-looking statements, noting their identification by specific terminology and inherent susceptibility to risks that may cause actual results to differ materially - The report contains forward-looking statements regarding cash reserves, going concern ability, option vesting, and legal/accounting expenses[8](index=8&type=chunk) - Forward-looking statements are identified by words such as 'anticipate,' 'continue,' 'likely,' 'estimate,' 'expect,' 'may,' 'could,' 'will,' 'project,' 'should,' and 'believe'[9](index=9&type=chunk) - Actual results may differ materially from expectations due to various factors, many beyond the company's control, and the company is not obligated to publicly release revisions unless required by law[9](index=9&type=chunk)[10](index=10&type=chunk) [Risk Factors](index=4&type=section&id=4.2%20Risk%20Factors) The company's actual results could differ materially from forward-looking statements due to various risks, including deviations from project projections, mining exploration hazards, economic conditions, regulatory changes, and the ability to secure future financing - Key risk factors include deviations from CK Gold Project projections (grade, mining challenges, commodity prices, costs, permitting delays)[11](index=11&type=chunk) - Mining exploration and development risks encompass regulatory approvals, operational hazards, equipment breakdowns, and contractual disputes[11](index=11&type=chunk) - Other risks include global economic strength, competition, interest/inflation rate fluctuations, governmental regulations, geopolitical events, Nasdaq listing compliance, stock price volatility, funding ability, and cybersecurity threats[11](index=11&type=chunk) [PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the period [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with comprehensive notes detailing the company's financial position and performance for the period ended July 31, 2025 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity as of July 31, 2025, and April 30, 2025 | Metric | July 31, 2025 | April 30, 2025 | Change | % Change | | :-------------------------------- | :-------------- | :------------- | :----- | :------- | | Cash | $11,349,811 | $8,168,767 | $3,181,044 | 38.94% | | Total current assets | $12,308,343 | $8,895,398 | $3,412,945 | 38.37% | | Total assets | $28,333,997 | $24,866,267 | $3,467,730 | 13.94% | | Total current liabilities | $984,972 | $879,953 | $105,019 | 11.96% | | Warrant liability | $- | $11,631,100 | $(11,631,100) | -100.00% | | Total long-term liabilities | $821,579 | $12,400,007 | $(11,578,428) | -93.37% | | Total liabilities | $1,806,551 | $13,279,960 | $(11,473,409) | -86.40% | | Total stockholders' equity | $26,527,446 | $11,586,307 | $14,941,139 | 128.96% | - The significant decrease in **warrant liability to $0** as of July 31, 2025, from **$11,631,100** at April 30, 2025, was due to the exercise and reclassification of warrants into additional paid-in capital[14](index=14&type=chunk)[70](index=70&type=chunk)[73](index=73&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss for the three months ended July 31, 2025, and 2024 | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | :------- | | Net revenues | $- | $- | $- | 0.00% | | Total operating expenses | $3,638,077 | $2,592,693 | $1,045,384 | 40.32% | | Loss from operations | $(3,638,077) | $(2,592,693) | $(1,045,384) | 40.32% | | Total other income (loss) | $1,560,578 | $(1,732,612) | $3,293,190 | -190.07% | | Net loss | $(2,077,499) | $(4,325,305) | $2,247,806 | -51.97% | | Net loss per common share, basic and diluted | $(0.15) | $(0.40) | $0.25 | -62.50% | | Weighted average common shares outstanding | 13,866,388 | 10,732,277 | 3,134,111 | 29.20% | - The company reported **no net revenues** for both periods, consistent with its development-stage status[15](index=15&type=chunk)[114](index=114&type=chunk) - Net loss significantly decreased by **51.97% to $(2,077,499)** in Q1 2026, primarily due to a positive change in the fair value of warrant liability, which was **$1,495,000** compared to **$(1,749,150)** in Q1 2025[15](index=15&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section outlines changes in the company's equity components, including common stock, additional paid-in capital, and accumulated deficit | Metric | April 30, 2025 | July 31, 2025 | Change | | :-------------------------------------------------- | :------------- | :------------ | :----- | | Common Stock Shares | 12,692,784 | 14,026,030 | 1,333,246 | | Common Stock Amount | $12,693 | $14,026 | $1,333 | | Additional Paid-in Capital | $104,980,837 | $121,998,142 | $17,017,305 | | Accumulated Deficit | $(93,407,223) | $(95,484,722) | $(2,077,499) | | Total Stockholders' Equity | $11,586,307 | $26,527,446 | $14,941,139 | - Total stockholders' equity increased by **$14,941,139**, or **128.96%**, primarily due to the reclassification of warrant liability into equity upon exercise (**$10,136,100**) and proceeds from common stock issuances for warrant and option exercises[17](index=17&type=chunk)[70](index=70&type=chunk) - Common stock shares outstanding increased by **1,333,246 shares**, driven by issuances for services, stock option exercises, and stock warrant exercises (including cashless exercises)[17](index=17&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the company's cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | | Net cash used in operating activities | $(3,315,172) | $(2,193,611) | $(1,121,561) | | Net cash provided by financing activities | $6,496,216 | $- | $6,496,216 | | Net increase/(decrease) in cash | $3,181,044 | $(2,193,611) | $5,374,655 | | Cash - end of period | $11,349,811 | $3,380,667 | $7,969,144 | - Net cash used in operating activities increased by **$1,121,561**, or **51.13%**, primarily due to an increase in non-cash items (change in fair value of warrant liability and stock-based compensation) and changes in operating assets and liabilities, despite a decrease in net loss[18](index=18&type=chunk)[122](index=122&type=chunk) - Net cash provided by financing activities was **$6,496,216** for the three months ended July 31, 2025, driven by proceeds from warrant exercises (**$6,483,012**) and stock option exercises (**$13,204**), compared to **$0** in the prior year period[18](index=18&type=chunk)[123](index=123&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [NOTE 1 — Organization and Description of Business](index=9&type=section&id=NOTE%201%20%E2%80%94%20Organization%20and%20Description%20of%20Business) This note describes the company's history, re-incorporation, name change, and its focus as a gold and precious metals exploration company - U.S. Gold Corp. (formerly Dataram Corporation) re-incorporated in Nevada in 2016 and changed its name in 2017 after merging with Gold King Corp., becoming a gold and precious metals exploration company[19](index=19&type=chunk) - The company owns mineral rights for the CK Gold Project (Wyoming), Keystone Project (Nevada), and Challis Gold Project (Idaho)[19](index=19&type=chunk) - The CK Gold Project has proven and probable mineral reserves and is classified as a development stage property, while other properties are exploratory[19](index=19&type=chunk)[20](index=20&type=chunk) [NOTE 2 — Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements, including estimates and revenue recognition - Financial statements are prepared in accordance with U.S. GAAP, requiring management estimates for items like mineral rights valuation, stock-based compensation, and warrant liability[21](index=21&type=chunk)[22](index=22&type=chunk) - Warrant liability for March 2022 and April 2023 warrants was estimated using a Monte Carlo simulation model with Level 3 unobservable inputs[26](index=26&type=chunk)[41](index=41&type=chunk) - The company expenses all mineral exploration costs as incurred; development costs are capitalized only after requisite operating permits, a favorable Feasibility Study, and Board approval[31](index=31&type=chunk)[34](index=34&type=chunk) - The company operates in one operating and reportable segment, focused on mineral property exploration and evaluation, with no commercial operations or revenues to date[50](index=50&type=chunk)[51](index=51&type=chunk) - Recent accounting pronouncements, ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Disaggregation of Income Statement Expenses), are being assessed for their potential impact on future financial statements[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 3 — Going Concern](index=15&type=section&id=NOTE%203%20%E2%80%94%20Going%20Concern) This note addresses the company's ability to continue operations, citing financial performance and the need for future funding - As of July 31, 2025, the company had **$11.3 million** in cash, **$11.3 million** in working capital, and an accumulated deficit of **$95.5 million**[56](index=56&type=chunk) - For the three months ended July 31, 2025, the company reported a net loss of **$2.1 million** and used **$3.3 million** in operating activities[56](index=56&type=chunk) - These factors, particularly the need for additional funds to advance projects beyond current permitting and engineering studies, raise substantial doubt about the company's ability to continue as a going concern for the next twelve months[56](index=56&type=chunk) [NOTE 4 — Mineral Rights](index=15&type=section&id=NOTE%204%20%E2%80%94%20Mineral%20Rights) This note details the carrying values of the company's mineral properties, including the CK Gold, Keystone, and Challis Gold Projects | Project | July 31, 2025 | April 30, 2025 | | :---------------- | :-------------- | :------------- | | CK Gold Project | $3,091,738 | $3,091,738 | | Keystone Project | $1,028,885 | $1,028,885 | | Challis Gold Project | $10,249,632 | $10,249,632 | | Total | $14,370,255 | $14,370,255 | [NOTE 5 — Property and Equipment](index=15&type=section&id=NOTE%205%20%E2%80%94%20Property%20and%20Equipment) This note presents the company's property and equipment, net of accumulated depreciation, for various asset categories | Category | July 31, 2025 | April 30, 2025 | | :-------------------- | :-------------- | :------------- | | Site costs | $203,320 | $203,320 | | Land | $352,718 | $352,718 | | Computer equipment | $9,924 | $9,924 | | Vehicle | $39,493 | $39,493 | | Total | $605,455 | $605,455 | | Less: accumulated depreciation | $(182,016) | $(173,580) | | Total Property, net | $423,439 | $431,875 | - Depreciation expense for the three months ended July 31, 2025, was **$8,436**, an increase from **$8,131** in the prior year period[60](index=60&type=chunk) [NOTE 6 — Asset Retirement Obligation](index=16&type=section&id=NOTE%206%20%E2%80%94%20Asset%20Retirement%20Obligation) This note outlines the company's asset retirement obligation, including the beginning balance, accretion expense, and ending balance | Metric | July 31, 2025 | April 30, 2025 | | :-------------------- | :-------------- | :------------- | | Balance, beginning of period | $338,421 | $307,657 | | Accretion expense | $8,479 | $30,764 | | Balance, end of period | $346,900 | $338,421 | - Accretion expense for the three months ended July 31, 2025, was **$8,479**, an increase from **$7,718** in the prior year period[61](index=61&type=chunk) [NOTE 7 – Operating Lease Right-of-Use Assets and Operating Lease Liabilities](index=16&type=section&id=NOTE%207%20%E2%80%93%20Operating%20Lease%20Right-of-Use%20Assets%20and%20Operating%20Lease%20Liabilities) This note details the company's operating lease assets and liabilities, including lease term and borrowing rate - The company extended two facility leases in Cheyenne, Wyoming, through amendments in January 2025 and June 2025, resulting in adjustments to right-of-use assets and lease liabilities[62](index=62&type=chunk)[63](index=63&type=chunk) | Metric | July 31, 2025 | April 30, 2025 | | :-------------------------------- | :-------------- | :------------- | | Operating lease right-of-use asset | $97,631 | $34,410 | | Operating lease liabilities, current portion | $53,438 | $34,410 | | Operating lease liabilities, long term portion | $44,193 | $- | | Total lease liability | $97,631 | $34,410 | - The weighted average remaining lease term is **1.79 years**, and the weighted average incremental borrowing rate is **9.56%** as of July 31, 2025[65](index=65&type=chunk) | Fiscal Year | Minimum Lease Payments | | :-------------------------- | :--------------------- | | Year ended April 30, 2026- remainder | $48,948 | | Year ended April 30, 2027 | $43,200 | | Year ended April 30, 2028 | $14,400 | | Total | $106,548 | | Less: imputed interest | $(8,917) | | Total present value of lease liability | $97,631 | [NOTE 8 — Related Party Transactions](index=17&type=section&id=NOTE%208%20%E2%80%94%20Related%20Party%20Transactions) This note discloses transactions with related parties, including consulting agreements and compensation arrangements - The company entered into a consulting agreement with Norman Consulting, an entity controlled by director Luke Norman, for investor and strategic introductions[67](index=67&type=chunk) - Compensation includes an annual consulting fee of **$250,000**, payments for 'transformative transactions,' and past services compensation of **19,779 restricted shares** and a **$65,000 cash payment**[67](index=67&type=chunk) - During the three months ended July 31, 2025, the company paid **$62,500** in cash consulting fees and recorded **$58,581** in accounts payable and accrued expenses to Norman Consulting[67](index=67&type=chunk) [NOTE 9 — Warrant Liability](index=18&type=section&id=NOTE%209%20%E2%80%94%20Warrant%20Liability) This note explains the classification and valuation of warrant liabilities, including their reclassification upon exercise - As of July 31, 2025, the company's warrant liabilities were **$0**, down from **$11,631,100** at April 30, 2025[68](index=68&type=chunk)[73](index=73&type=chunk) - Warrants issued in March 2022 and April 2023 were classified as liabilities due to a net cash settlement clause upon a 'fundamental transaction,' precluding equity treatment[68](index=68&type=chunk)[71](index=71&type=chunk) - The fair value of these warrants was estimated using a Monte Carlo Simulation model with Level 3 unobservable inputs[69](index=69&type=chunk) - In May 2025, upon exercise of **870,000 warrants** for cash and **625,000 warrants** via cashless exercise, the fair value of the warrant liability (**$10,136,100**) was reclassified into additional paid-in capital[70](index=70&type=chunk)[71](index=71&type=chunk)[73](index=73&type=chunk) [NOTE 10 — Stockholders' Equity](index=19&type=section&id=NOTE%2010%20%E2%80%94%20Stockholders'%20Equity) This note details changes in stockholders' equity, including common and preferred shares, stock option, and warrant activity - As of July 31, 2025, authorized capital included **200,000,000 common shares** and **50,000,000 preferred shares**, with no preferred shares outstanding[74](index=74&type=chunk)[75](index=75&type=chunk) - In May, June, and July 2025, the company issued **1,300,384 common shares** from warrant exercises, generating approximately **$6,483,012** in proceeds, and **260,071 shares** from cashless warrant exercises[76](index=76&type=chunk)[77](index=77&type=chunk) - Stock option exercises in May 2025 resulted in the issuance of **1,726 common shares** for **$13,204** and **1,016 shares** from cashless exercises[78](index=78&type=chunk) - Total stock-based compensation expense for awards issued for services was **$55,267** for the three months ended July 31, 2025, significantly up from **$9,375** in the prior year[82](index=82&type=chunk) | Metric | July 31, 2025 | April 30, 2025 | | :----------------------------------- | :-------------- | :------------- | | Stock Options Outstanding | 450,991 | 458,670 | | Options Exercisable | 386,428 | N/A | | Aggregate Intrinsic Value of Options Outstanding | $1,521,954 | $1,886,016 | | Stock Warrants Outstanding | 2,780,060 | 4,443,444 | | Warrants Exercisable | 2,780,060 | 4,443,444 | | Aggregate Intrinsic Value of Warrants Outstanding | $8,452,069 | N/A | [NOTE 11 — Net Loss Per Common Share](index=22&type=section&id=NOTE%2011%20%E2%80%94%20Net%20Loss%20Per%20Common%20Share) This note presents the basic and diluted net loss per common share and the weighted average shares outstanding | Metric | July 31, 2025 | July 31, 2024 | | :----------------------------------- | :-------------- | :------------- | | Net loss per common share, basic and diluted | $(0.15) | $(0.40) | | Weighted average common shares outstanding | 13,866,388 | 10,732,277 | - Basic and diluted net loss per share was **$(0.15)** for the three months ended July 31, 2025, an improvement from **$(0.40)** in the prior year[15](index=15&type=chunk) | Anti-Dilutive Securities | July 31, 2025 | July 31, 2024 | | :------------------------- | :-------------- | :------------- | | Restricted and deferred stock units | 586,461 | 433,475 | | Stock options | 450,991 | 192,750 | | Stock warrants | 2,780,060 | 4,288,949 | | Total | 3,817,512 | 4,915,174 | - All dilutive securities were excluded from the computation of diluted shares outstanding due to the company's net loss[90](index=90&type=chunk) [NOTE 12 — Commitments and Contingencies](index=22&type=section&id=NOTE%2012%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's contractual obligations, including mining lease payments, royalty agreements, and legal proceedings - The CK Gold Project involves two Wyoming mining leases (0-40828 and 0-40858), renewed for ten-year terms in February 2023 and February 2024, respectively, requiring annual payments of **$3.00 per acre**[92](index=92&type=chunk)[93](index=93&type=chunk) - Production royalties of **2.1% of net receipts** are required for the Wyoming Mining Leases, with potential for reduction by the Board of Land Commissioners[94](index=94&type=chunk) | Fiscal Year | Mining Lease Payments | | :-------------------------- | :-------------------- | | Fiscal 2026 | $3,360 | | Fiscal 2027 | $3,360 | | Fiscal 2028 | $3,360 | | Fiscal 2029 | $3,360 | | Fiscal 2030 | $3,360 | | Fiscal 2031 and thereafter | $8,160 | | Total | $24,960 | - The Challis Gold Project option agreement requires annual advance minimum royalty payments of **$25,000**, with **$25,000** paid in June 2025 for fiscal year 2026[97](index=97&type=chunk)[98](index=98&type=chunk) - An Exploration Access and Option to Lease Agreement for a Laramie County, Wyoming property requires annual payments of **$10,000** for access rights and **$35,780** for the lease option, totaling **$42,340 annually**[99](index=99&type=chunk) - The company has no material pending legal proceedings[103](index=103&type=chunk) [NOTE 13 — Subsequent Events](index=24&type=section&id=NOTE%2013%20%E2%80%94%20Subsequent%20Events) This note discloses significant events that occurred after the reporting period, including warrant exercises and equity offerings - In August 2025, the company issued **231,665 common shares** from warrant exercises, generating approximately **$1,407,450** in proceeds, and **50,083 shares** from cashless warrant exercises[105](index=105&type=chunk) - During August and September 2025, the company issued **38,541 common shares** through a Controlled Equity Offering Sales Agreement, raising approximately **$523,275** in gross proceeds[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, liquidity, and capital resources for the three months ended July 31, 2025, highlighting key operational activities, expense changes, and the ongoing going concern assessment - The company is a gold and precious metals exploration company, with the CK Gold Project in a development stage and other properties in exploratory stages[111](index=111&type=chunk) - Key activities for the quarter included advancing engineering studies for a feasibility study, enhancing understanding of the Keystone Project, and preparing an exploration Plan of Operation for the Challis Gold Project[112](index=112&type=chunk) - The company engaged Mr. Ken Murray of Captrics Consulting and contracted Micon International Limited and Halyard Inc. to manage and conduct the next phase of engineering for the CK Gold Project[113](index=113&type=chunk) - U.S. Gold Corp. was added to the Russell 3000 and Russell 2000 Indexes effective June 30, 2025[113](index=113&type=chunk) Operating Expenses and Net Loss Comparison (Q1 2026 vs. Q1 2025) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | :------- | | Total operating expenses | $3,638,000 | $2,593,000 | $1,045,000 | 40.30% | | Loss from operations | $(3,368,000) | $(2,593,000) | $(775,000) | 29.89% | | Other income (loss) | $1,561,000 | $(1,733,000) | $3,294,000 | -190.00% | | Net loss | $(2,077,000) | $(4,325,000) | $2,248,000 | -51.98% | - The increase in operating expenses was driven by higher compensation (**$88,222**), professional and consulting fees (**$796,000**, including strategic, permitting, engineering, legal, and accounting fees), and general and administrative expenses (**$598,000**, mainly advertising), partially offset by a decrease in exploration expenses (**$437,000**)[115](index=115&type=chunk) Liquidity and Working Capital (July 31, 2025 vs. April 30, 2025) | Metric | July 31, 2025 | April 30, 2025 | Increase (decrease) | | :---------------- | :-------------- | :------------- | :------------------ | | Current Assets | $12,308,343 | $8,895,398 | $3,412,945 | | Current Liabilities | $984,972 | $879,953 | $105,019 | | Working Capital | $11,323,371 | $8,015,445 | $3,307,926 | - The company's cash position of **$11.35 million** and working capital of **$11.32 million** as of July 31, 2025, may be sufficient for corporate activities and current project studies for the next twelve months, but additional funds are required to advance projects further, raising substantial doubt about its going concern ability[121](index=121&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, U.S. Gold Corp. is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing disclosures about market risk as it qualifies as a smaller reporting company[127](index=127&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of July 31, 2025, and reported no material changes in internal control over financial reporting during the period - The company's disclosure controls and procedures were deemed effective at a reasonable assurance level as of July 31, 2025[128](index=128&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended July 31, 2025[129](index=129&type=chunk) [PART II – OTHER INFORMATION](index=29&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and other relevant information [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any material pending legal proceedings to which it is a party or of which its property is the subject - There are no material pending legal proceedings involving the company or its property[131](index=131&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, U.S. Gold Corp. is not required to include specific risk factor disclosures under this item in its Form 10-Q - The company is exempt from providing specific risk factor disclosures in this report due to its status as a smaller reporting company[132](index=132&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) There were no unregistered sales of equity securities during the fiscal quarter ended July 31, 2025, that had not been previously reported - No unregistered sales of equity securities occurred during the quarter that were not previously reported on a Form 8-K[133](index=133&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[134](index=134&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company's properties and operations were not subject to regulation by the Mine Safety and Health Administration (MSHA) during the three months ended July 31, 2025, thus no mine safety disclosures are required - The company's operations were not subject to MSHA regulation during the quarter, therefore no mine safety disclosures are required[135](index=135&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during the quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during the three months ended July 31, 2025[136](index=136&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including amendments to warrant agreements, equity offering sales agreements, and certifications - Exhibits include Form of Amendment No. 1 to Warrant Agreement, Controlled Equity Offering Sales Agreement, and Rule 13a-14(a) and Section 1350 Certifications[137](index=137&type=chunk)

Table of Contents 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 July 31, 2025 For the transition period from to Commission File Number: 1-4488 MESABI TRUST (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) New York 13-6022277 (I.R.S. Employer Identification No.) c/o Deutsche ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 5, 2025 OR ¨ 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. 001-35664 Dave & Buster's Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2382255 1221 S. Belt Line Rd., Su ...

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 July 31, 2025 Or ☐ 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: 001-33417 OCEAN POWER TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdic ...