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 June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40625 RELATIVITY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-3244927 (State ...

PART I [Item 1. Business](index=3&type=section&id=Item%201.%20Business) Madison Square Garden Entertainment Corp. is a leading live entertainment company operating iconic venues and producing marquee content like the Christmas Spectacular, primarily concentrated in the New York City market - The company operates as a leader in live entertainment experiences, managing a portfolio of iconic venues such as Madison Square Garden, Radio City Music Hall, and The Chicago Theatre[14](index=14&type=chunk)[15](index=15&type=chunk) - Key business strategies include enhancing the live entertainment experience, increasing venue utilization with unique events and residencies, delivering marketing exposure for partners, offering premium hospitality, and utilizing customer data to drive revenue[17](index=17&type=chunk)[19](index=19&type=chunk) - In Fiscal Year 2025, the company hosted nearly **6 million** guests at more than **975 events** across its venues[22](index=22&type=chunk) - The company has long-term Arena License Agreements with MSG Sports, requiring the New York Knicks (NBA) and New York Rangers (NHL) to play their home games at The Garden[27](index=27&type=chunk) - The Christmas Spectacular production is a core property, selling approximately **1.1 million tickets** across **200 performances** in Fiscal Year 2025[35](index=35&type=chunk)[36](index=36&type=chunk) - As of June 30, 2025, the company had approximately **1,200 full-time** and **5,400 part-time employees**, with about **71%** of the total workforce represented by unions[70](index=70&type=chunk)[73](index=73&type=chunk) [Item 1A. Risk Factors](index=12&type=page&id=Item%201A.%20Risk%20Factors) The company faces significant risks including intense competition, heavy reliance on the Christmas Spectacular, economic sensitivity, geographic concentration in New York City, regulatory challenges, substantial indebtedness, cybersecurity threats, and Dolan Family control - The company's business is highly competitive, facing challenges from other leisure activities, entertainment venues, and changing consumer tastes[75](index=75&type=chunk)[76](index=76&type=chunk) - Financial results are significantly dependent on the Christmas Spectacular production, which accounted for **18% of total revenues** in Fiscal Year 2025[79](index=79&type=chunk) - The Madison Square Garden Complex benefits from a New York City real estate tax exemption, which amounted to **$43.0 million** for Fiscal Year 2025, with potential material impact if repealed or amended[86](index=86&type=chunk) - The business is geographically concentrated in New York City, making it vulnerable to adverse local events, economic conditions, and regulatory changes, such as the renewal of The Garden's zoning special permit[93](index=93&type=chunk)[99](index=99&type=chunk) - As of June 30, 2025, the company is highly leveraged with total indebtedness of **$609 million**[111](index=111&type=chunk) - The company faces evolving cybersecurity risks, having previously addressed a payment card issue in November 2016 at several of its venues[125](index=125&type=chunk) - The Dolan Family Group controls the company with approximately **64.0% of the total voting power**, enabling them to prevent changes in control and influence corporate actions[137](index=137&type=chunk)[140](index=140&type=chunk) [Item 1B. Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - None[153](index=153&type=chunk) [Item 1C. Cybersecurity](index=24&type=section&id=Item%201C.%20Cybersecurity) The company maintains a comprehensive cyber risk management program overseen by the Audit Committee and a cybersecurity leadership team, including regular testing, incident response, and employee training, acknowledging past incidents and evolving threats - The company's cyber risk management program is overseen by the Audit Committee of the Board of Directors and senior management[153](index=153&type=chunk)[159](index=159&type=chunk) - A cybersecurity leadership response team, including the Chief Security Officer (CSO), CFO, and General Counsel, is in place to manage threats and incidents[156](index=156&type=chunk)[157](index=157&type=chunk) - The program includes regular system security testing, an incident response policy, security awareness training, and vulnerability analysis systems[154](index=154&type=chunk) - A payment card issue affecting merchandise and food/beverage locations at several venues was identified and addressed in November 2016[160](index=160&type=chunk) [Item 2. Properties](index=25&type=section&id=Item%202.%20Properties) The company owns the Madison Square Garden Complex and The Chicago Theatre, and operates Radio City Music Hall and the Beacon Theatre under long-term lease agreements, in addition to leasing administrative and executive office space Property Portfolio | Property | Location | Ownership | Seating Capacity | | :--- | :--- | :--- | :--- | | Madison Square Garden Complex | New York, NY | Owned | ~21,000 (The Garden) | | The Theater at MSG | New York, NY | Owned | ~5,600 | | The Chicago Theatre | Chicago, IL | Owned | ~3,600 | | Radio City Music Hall | New York, NY | Leased | ~6,000 | | Beacon Theatre | New York, NY | Leased | ~2,800 | [Item 3. Legal Proceedings](index=26&type=section&id=Item%203.%20Legal%20Proceedings) The company is a defendant in various lawsuits, but management does not believe their resolution will have a material adverse effect on the company - The company is involved in various lawsuits, but management does not expect the outcomes to materially and adversely affect the business[164](index=164&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[165](index=165&type=chunk) PART II [Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=27&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A Common Stock trades on the NYSE under "MSGE," with no current plans for cash dividends, and a stock repurchase program authorized for up to $250 million, of which $40 million was repurchased in FY2025 - The company's Class A Common Stock trades on the New York Stock Exchange (NYSE) under the symbol "MSGE"[167](index=167&type=chunk) - The company does not currently have plans to pay a cash dividend on its common stock for the foreseeable future[171](index=171&type=chunk) - Under its $250 million stock repurchase program, the company repurchased **1,117,601 shares** for approximately **$40 million** in Fiscal Year 2025, with approximately **$70 million** remaining available for future repurchases as of June 30, 2025[172](index=172&type=chunk) [Item 6. [Reserved]](index=28&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In Fiscal Year 2025, revenues decreased by 2% to $942.7 million, primarily due to lower event-related revenues, while operating income rose 9% to $122.1 million due to reduced expenses, though net income significantly decreased by 74% to $37.4 million due to a prior-year tax benefit, with Adjusted Operating Income (AOI) increasing 5% to $222.5 million, and the company maintaining sufficient liquidity with $43.0 million in cash and $134.0 million available under its revolving credit facility [Results of Operations](index=35&type=section&id=Results%20of%20Operations) For Fiscal Year 2025 compared to 2024, total revenues decreased by $16.5 million (2%) to $942.7 million, driven by declines in entertainment offerings and food/beverage, partially offset by increased arena license fees, leading to a 9% increase in operating income to $122.1 million due to reduced expenses, despite a sharp 74% drop in net income to $37.4 million primarily from a prior-year tax benefit, while Adjusted Operating Income (AOI) rose 5% to $222.5 million Consolidated Results of Operations (Fiscal Year 2025 vs. 2024) | Financial Metric | FY 2025 ($M) | FY 2024 ($M) | Change ($M) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | 942.7 | 959.3 | (16.5) | (2)% | | Total Direct Operating Expenses | (535.6) | (568.8) | 33.2 | 6% | | Operating Income | 122.1 | 111.9 | 10.2 | 9% | | Net Income | 37.4 | 144.3 | (106.9) | (74)% | - The decrease in revenues from entertainment offerings was primarily due to lower event-related revenues of **$49.2 million**, partially offset by a **$20.2 million** increase in revenues from the Christmas Spectacular production[218](index=218&type=chunk) - The Christmas Spectacular's revenue growth was driven by higher per-show revenue and an increase in performances to **200** in FY2025 from **193** in FY2024, with ticket sales rising to approximately **1.1 million** from over **1.0 million**[221](index=221&type=chunk) - The increase in operating income was primarily due to decreased direct operating expenses and lower restructuring charges, which offset the decline in revenues and an **$11.2 million** impairment charge on long-lived assets[239](index=239&type=chunk) Reconciliation of Operating Income to Adjusted Operating Income (AOI) | Metric | FY 2025 ($M) | FY 2024 ($M) | Change ($M) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Operating Income | 122.1 | 111.9 | 10.2 | 9% | | Depreciation & Amortization | 57.8 | 53.9 | 3.9 | 7% | | Impairment of long-lived assets | 11.2 | 0.0 | 11.2 | NM | | Share-based compensation | 27.7 | 24.5 | 3.2 | 13% | | Restructuring charges | 1.1 | 17.6 | (16.6) | (94)% | | **Adjusted Operating Income** | **222.5** | **211.5** | **11.0** | **5%** | [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company's primary liquidity sources are cash on hand, operating cash flow, and its revolving credit facility, with $43.0 million in unrestricted cash and $134.0 million available under its refinanced $150 million revolving credit facility as of June 30, 2025, alongside a new $609.4 million term loan, both maturing in June 2030, which management believes provides sufficient liquidity for the foreseeable future Liquidity Position as of June 30, 2025 | Item | Amount ($M) | | :--- | :--- | | Unrestricted Cash & Cash Equivalents | 43.0 | | Total Debt Outstanding | 609.4 | | Available Revolver Capacity | 134.0 | - On June 27, 2025, the company refinanced its credit facilities, establishing a new five-year **$609.4 million** term loan and a **$150 million** revolving credit facility, both maturing on June 27, 2030[256](index=256&type=chunk)[259](index=259&type=chunk) Cash Flow Summary (Fiscal Years 2025 vs. 2024) | Cash Flow Activity | FY 2025 ($M) | FY 2024 ($M) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 115.3 | 111.3 | | Net Cash used in Investing Activities | (23.7) | (62.4) | | Net Cash used in Financing Activities | (81.6) | (99.7) | Future Contractual Obligations as of June 30, 2025 | Obligation | Total ($M) | Year 1 ($M) | Years 2-3 ($M) | Years 4-5 ($M) | More Than 5 Years ($M) | | :--- | :--- | :--- | :--- | :--- | :--- | | Leases | 1,109.6 | 30.8 | 125.8 | 115.4 | 837.6 | | Debt Repayments | 609.4 | 30.5 | 60.9 | 518.0 | 0.0 | | **Total** | **1,719.0** | **61.2** | **186.8** | **633.4** | **837.6** | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to market risk from changes in interest rates on its variable-rate debt and from market performance affecting its defined benefit pension plans, with a hypothetical 200 basis point interest rate increase raising annual interest expense by $12.2 million, and pension obligations sensitive to discount rates and asset returns - The company is subject to interest rate risk on its variable-rate credit facilities; a hypothetical **200 basis point** increase in floating rates would increase annual interest expense by **$12.2 million**[283](index=283&type=chunk) - The company's defined benefit pension plans are subject to market risk; a **25 basis point** decrease in the assumed discount rate would increase the projected benefit obligation by approximately **$2.9 million**[286](index=286&type=chunk) - A **25 basis point** decrease in the long-term return on pension plan assets assumption would increase the net periodic pension benefit cost by **$280 thousand** for Fiscal Year 2025[289](index=289&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=45&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's audited consolidated and combined financial statements and supplementary data, which begin on page F-1 of the report - This item refers to the full financial statements and supplementary data which are included starting on page F-1 of the Annual Report[290](index=290&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=45&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[291](index=291&type=chunk) [Item 9A. Controls and Procedures](index=45&type=section&id=Item%209A.%20Controls%20and%20Procedures) Based on management's evaluation, including the CEO and CFO, the company's disclosure controls and procedures were deemed effective as of June 30, 2025, and internal control over financial reporting was also concluded to be effective, as audited by their independent registered public accounting firm - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[292](index=292&type=chunk) - Management concluded that internal control over financial reporting was **effective** as of June 30, 2025, based on the COSO framework; this assessment was audited by Deloitte & Touche LLP[295](index=295&type=chunk) [Item 9B. Other Information](index=45&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[297](index=297&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=45&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[298](index=298&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=46&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item will be included in the proxy statement for the 2025 annual meeting of stockholders and is incorporated by reference - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the forthcoming 2025 proxy statement[300](index=300&type=chunk) [Item 11. Executive Compensation](index=46&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item will be included in the proxy statement for the 2025 annual meeting of stockholders and is incorporated by reference - Information regarding executive compensation is incorporated by reference from the forthcoming 2025 proxy statement[301](index=301&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=46&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required for this item will be included in the proxy statement for the 2025 annual meeting of stockholders and is incorporated by reference - Information regarding security ownership is incorporated by reference from the forthcoming 2025 proxy statement[302](index=302&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=46&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item will be included in the proxy statement for the 2025 annual meeting of stockholders and is incorporated by reference - Information regarding related party transactions and director independence is incorporated by reference from the forthcoming 2025 proxy statement[303](index=303&type=chunk) [Item 14. Principal Accountant Fees and Services](index=46&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item will be included in the proxy statement for the 2025 annual meeting of stockholders and is incorporated by reference - Information regarding principal accountant fees and services is incorporated by reference from the forthcoming 2025 proxy statement[304](index=304&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=47&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and all exhibits filed as part of the Form 10-K report, including key corporate agreements such as the Distribution Agreement with Sphere Entertainment, Articles of Incorporation, credit agreements, and various employment and lease agreements - This item lists all documents filed as part of the report, including financial statements and exhibits such as material contracts and governance documents[307](index=307&type=chunk) [Item 16. Form 10-K Summary](index=52&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to provide a summary for the Form 10-K - The Company has elected not to provide summary information[315](index=315&type=chunk) Financial Statements and Notes to Financial Statements This section presents the company's audited consolidated and combined financial statements for the fiscal years ended June 30, 2025, 2024, and 2023, including the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Operations, Comprehensive Income, Cash Flows, and Deficit, with accompanying notes detailing accounting policies, revenue recognition, leases, debt, pension plans, and extensive related party transactions with Dolan Family-controlled entities [Consolidated Balance Sheets](index=58&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, the company reported total assets of $1.67 billion, an increase from $1.55 billion in the prior year, with total liabilities also increasing to $1.68 billion from $1.58 billion, and the total deficit improving to $13.3 million from $23.2 million, primarily due to net income and changes in additional paid-in capital Consolidated Balance Sheet Highlights (as of June 30) | Account | 2025 ($M) | 2024 ($M) | | :--- | :--- | :--- | | Cash, cash equivalents and restricted cash | 43.5 | 33.6 | | Total Current Assets | 237.1 | 219.1 | | Property and equipment, net | 621.1 | 633.5 | | Total Assets | **1,669.8** | **1,552.7** | | Total Current Liabilities | 502.4 | 505.8 | | Long-term debt, net | 568.8 | 599.2 | | Total Liabilities | **1,683.1** | **1,575.9** | | Total Deficit | **(13.3)** | **(23.2)** | [Consolidated and Combined Statements of Operations](index=59&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Operations) For the fiscal year ended June 30, 2025, the company generated $942.7 million in total revenues, a slight decrease from $959.3 million in 2024, while operating income increased to $122.1 million from $111.9 million, and net income attributable to stockholders was $37.4 million, or $0.78 per basic share, a significant decrease from $144.3 million, or $2.99 per basic share, in 2024, which was impacted by a large tax benefit Statements of Operations Highlights (Years Ended June 30) | Account | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Total Revenues | **942.7** | **959.3** | 851.5 | | Total Direct Operating Expenses | (535.6) | (568.8) | (499.9) | | Operating Income | **122.1** | **111.9** | 105.0 | | Net Income Attributable to Stockholders | **37.4** | **144.3** | 76.6 | | Basic EPS | **$0.78** | **$2.99** | $1.48 | | Diluted EPS | **$0.77** | **$2.97** | $1.47 | [Note 4. Revenue Recognition](index=73&type=section&id=Note%204.%20Revenue%20Recognition) The company disaggregates its revenue into several categories, with ticketing and venue license fees being the largest contributor, totaling $862.8 million from contracts with customers in FY2025, and has significant remaining performance obligations, with an estimated $558.2 million of revenue expected to be recognized in future periods as of June 30, 2025 Disaggregation of Revenue (Years Ended June 30) | Revenue Category | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | Ticketing and venue license fee revenues | 453.2 | 463.3 | 396.4 | | Sponsorship, signage, suite license, and advertising commission | 252.7 | 254.1 | 243.1 | | Food, beverage, and merchandise revenues | 150.5 | 162.1 | 135.9 | | **Total revenues from contracts with customers** | **862.8** | **886.0** | **779.8** | | Arena license fees and other leasing revenue | 79.9 | 73.3 | 71.7 | | **Total Revenues** | **942.7** | **959.3** | **851.5** | - As of June 30, 2025, the company had **$558.2 million** in estimated future revenue related to remaining performance obligations, with **$189.0 million** expected to be recognized in Fiscal Year 2026[465](index=465&type=chunk) [Note 12. Credit Facilities](index=81&type=section&id=Note%2012.%20Credit%20Facilities) In June 2025, the company refinanced its debt, establishing a new credit agreement with a $609.4 million term loan facility and a $150 million revolving credit facility, both maturing in June 2030, with the total principal balance outstanding at $609.4 million as of June 30, 2025, and the facilities subject to floating interest rates and financial covenants with which the company was in compliance - The company refinanced its debt on June 27, 2025, entering into a new agreement for a **$609.4 million** term loan and a **$150 million** revolver, both maturing in 2030[500](index=500&type=chunk) Debt Maturities as of June 30, 2025 | Fiscal Year Ending June 30 | Principal Amount ($M) | | :--- | :--- | | 2026 | 30.5 | | 2027 | 30.5 | | 2028 | 30.5 | | 2029 | 30.5 | | 2030 | 487.5 | | **Total** | **609.4** | [Note 16. Related Party Transactions](index=93&type=section&id=Note%2016.%20Related%20Party%20Transactions) The company engages in extensive related party transactions with other entities controlled by the Dolan Family, primarily MSG Sports and Sphere Entertainment, including Arena License Agreements with MSG Sports which generated $68.1 million in revenue in FY2025, and various services agreements, resulting in $109.8 million in revenues from related parties and $122.8 million in net operating credits in FY2025 - The Dolan Family Group controls MSG Entertainment, Sphere Entertainment, MSG Sports, and AMC Networks, leading to numerous related party transactions[574](index=574&type=chunk) - Key agreements exist with MSG Sports for arena licensing, sponsorship sales, and services, and with Sphere Entertainment for corporate services and marketing partnerships[575](index=575&type=chunk)[577](index=577&type=chunk) Summary of Related Party Transactions (Years Ended June 30) | Transaction Type | 2025 ($M) | 2024 ($M) | 2023 ($M) | | :--- | :--- | :--- | :--- | | **Revenues** | **109.8** | **101.8** | **105.9** | | **Operating Credits (Expenses), Net** | | | | | Revenue sharing expenses | (21.3) | (21.6) | (19.1) | | Reimbursement under Arena License Agreements | 29.6 | 25.1 | 22.3 | | Cost reimbursement from MSG Sports | 37.2 | 37.4 | 38.5 | | Corporate reimbursement/allocations (Sphere) | 78.5 | 108.8 | 151.2 | | Other operating (expenses) credits, net | (1.2) | 0.8 | (3.9) | | **Total operating credits, net** | **122.8** | **150.5** | **189.0** |

For the quarterly period ended June 30, 2025 OR o 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 001-41944 _________________________ Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Alto Neuroscience, Inc. (Exact name of registrant a ...

Exhibit 99.1 Opus Genetics Announces Financial Results for Second Quarter 2025 and Provides Corporate Update - Positive 12-month Phase 1/2 clinical data in adult cohort and early pediatric clinical data support potential for meaningful vision restoration with OPGx-LCA5 - - FDA grants Regenerative Medicine Advanced Therapy (RMAT) designation for OPGx-LCA5 - - Positive topline results reported from VEGA-3 and LYNX-2 Phase 3 trials with Phentolamine Ophthalmic Solution 0.75% - - OPGx-BEST1 on track to enter Ph ...

[Corporate Update and Pipeline Highlights](index=1&type=section&id=Corporate%20Update%20and%20Pipeline%20Highlights) The company received key regulatory designations, reported positive clinical trial results, and secured non-dilutive funding - The FDA granted **Regenerative Medicine Advanced Therapy (RMAT) designation** for OPGx-LCA5, a gene therapy for Leber Congenital Amaurosis (LCA), signaling potential for accelerated development[2](index=2&type=chunk) - **Positive 12-month Phase 1/2 clinical data** for OPGx-LCA5 in adults and encouraging early pediatric data support its potential for vision restoration[2](index=2&type=chunk) - Reported **positive topline results** from two Phase 3 trials (VEGA-3 and LYNX-2) for Phentolamine Ophthalmic Solution 0.75% in presbyopia and night vision disturbances[2](index=2&type=chunk) - The OPGx-BEST1 program for inherited retinal disease is on track to enter a **Phase 1/2 trial in the second half of 2025**[2](index=2&type=chunk) - Secured **non-dilutive funding** from patient advocacy groups to advance multiple early-stage gene therapy programs, including OPGx-RDH12 and OPGx-MERTK[2](index=2&type=chunk)[6](index=6&type=chunk) [Pipeline Updates](index=2&type=section&id=Pipeline%20Updates) This section details clinical and preclinical progress across the company's key therapeutic programs [OPGx-LCA5 – Gene Therapy for Leber Congenital Amaurosis (LCA)](index=2&type=section&id=OPGx-LCA5%20%E2%80%93%20Gene%20Therapy%20for%20Leber%20Congenital%20Amaurosis%20(LCA)) The OPGx-LCA5 program received RMAT designation and demonstrated sustained vision improvements in clinical trials - The FDA granted **Regenerative Medicine Advanced Therapy (RMAT) designation**, providing a pathway for accelerated development and review[6](index=6&type=chunk) - Twelve-month clinical data from the adult cohort in the Phase 1/2 trial showed **sustained improvements in visual function**, including gains in visual acuity and better mobility testing scores[6](index=6&type=chunk) - Initial one-month post-treatment data in the pediatric cohort indicated **vision improvement with no drug-related adverse events**[6](index=6&type=chunk) [OPGx-BEST1 – Gene Therapy for BEST1-Related IRD](index=2&type=section&id=OPGx-BEST1%20%E2%80%93%20Gene%20Therapy%20for%20BEST1-Related%20IRD) The OPGx-BEST1 program is advancing toward a Phase 1/2 trial supported by positive preclinical data - Preclinical data presented in May showed **restoration of the retinal pigment epithelium-photoreceptor interface** in a canine model using AAV-mediated gene delivery[6](index=6&type=chunk) - The company remains on track to submit an IND application and initiate a **Phase 1/2 trial in the second half of 2025**[6](index=6&type=chunk) [OPGx-RDH12 and OPGx-MERTK – Advancing with Non-Dilutive Support](index=2&type=section&id=OPGx-RDH12%20and%20OPGx-MERTK%20%E2%80%93%20Advancing%20with%20Non-Dilutive%20Support) Early-stage gene therapies OPGx-RDH12 and OPGx-MERTK are advancing with non-dilutive funding from patient groups - A partnership with the Global RDH12 Alliance provides up to **$1.6 million in non-dilutive funding** to advance OPGx-RDH12 for RDH12-LCA[6](index=6&type=chunk) - Received up to **$2 million in non-dilutive funding** from the Retinal Degeneration Fund to advance OPGx-MERTK for retinitis pigmentosa caused by MERTK mutations[6](index=6&type=chunk) [Phentolamine Ophthalmic Solution 0.75% – Advancing Toward sNDA Submissions](index=3&type=section&id=Phentolamine%20Ophthalmic%20Solution%200.75%25%20%E2%80%93%20Advancing%20Toward%20sNDA%20Submissions) Positive Phase 3 trial results for Phentolamine Ophthalmic Solution support planned sNDA submissions - The VEGA-3 Phase 3 trial for presbyopia met its primary endpoint, with **27.2% of treated patients achieving a ≥15-letter gain** in near visual acuity compared to 11.5% on placebo (p<0.0001)[12](index=12&type=chunk) - The LYNX-2 Phase 3 trial for keratorefractive patients with night vision disturbances also **met its primary and secondary endpoints**, showing significant gains in mesopic low contrast vision[12](index=12&type=chunk) [Outlook and Upcoming Milestones](index=3&type=section&id=Upcoming%20Expected%20Data%20Readouts%20and%20Program%20Advancements) The company outlines key clinical and regulatory milestones expected in the second half of 2025 - Key upcoming milestones for the second half of 2025 include: - Reporting three-month pediatric data from the OPGx-LCA5 Phase 1/2 trial (Q3 2025) - Initiating enrollment in the Phase 1/2 trial for OPGx-BEST1 (H2 2025) - Submitting the Phentolamine sNDA for presbyopia (H2 2025) - Initiating enrollment in the Phentolamine LYNX-3 Phase 3 trial (H2 2025)[12](index=12&type=chunk) [Second Quarter 2025 Financial Results](index=3&type=section&id=Financial%20Results%20for%20the%20Second%20Quarter%20Ended%20June%2030%2C%202025) The company reports Q2 2025 financial performance, including revenue growth and an updated cash runway [Financial Performance Summary](index=3&type=section&id=Financial%20Performance%20Summary) The company reported a net loss of $7.4 million on revenue of $2.9 million, with a cash runway into H2 2026 - As of June 30, 2025, the company had cash and cash equivalents of **$32.4 million**, which is expected to fund operations into the second half of 2026[9](index=9&type=chunk) Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | License & Collaboration Revenue | $2.9 million | $1.1 million | +163.6% | | G&A Expenses | $5.8 million | $3.4 million | +70.6% | | R&D Expenses | $6.0 million | $6.1 million | -1.6% | | Net Loss | $7.4 million | $7.8 million | Improved | | Net Loss per Share | $(0.12) | $(0.30) | Improved | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets grew to $38.7 million, while liabilities increased to $21.2 million as of June 30, 2025 Balance Sheet Summary (in thousands) | Balance Sheet Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $32,429 | $30,321 | | Total assets | $38,665 | $36,862 | | Total liabilities | $21,192 | $11,295 | | Total stockholders' equity | $17,473 | $6,724 | [Condensed Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) The company's net loss improved to $7.4 million for Q2 2025, compared to $7.8 million in the prior-year period Statement of Comprehensive Loss (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | License and collaborations revenue | $2,882 | $1,112 | | Total operating expenses | $11,788 | $9,440 | | Loss from operations | $(8,906) | $(8,328) | | Net loss | $(7,420) | $(7,765) | | Net loss per share (basic and diluted) | $(0.12) | $(0.30) | | Weighted avg. shares outstanding | 63,376,392 | 25,827,265 | [Company Overview](index=4&type=section&id=About%20Opus%20Genetics) Opus Genetics is a clinical-stage biopharmaceutical company focused on gene therapies for inherited retinal diseases - Opus Genetics is a clinical-stage biopharmaceutical company specializing in **gene therapies for inherited retinal diseases (IRDs)** and small molecule therapies for other eye disorders[15](index=15&type=chunk) - The company's lead gene therapy candidates are **OPGx-LCA5** for Leber congenital amaurosis (LCA) and **OPGx-BEST1** for BEST1-related retinal degeneration[15](index=15&type=chunk) - Opus is also advancing a partnered therapy, **Phentolamine Ophthalmic Solution 0.75%**, which is being studied in Phase 3 programs for presbyopia and nighttime visual disturbances[15](index=15&type=chunk)

Table of Contents FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41593 ISRAEL ACQUISITIONS CORP (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 87-3587394 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incor ...

Table of Contents FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact Name of Registrant as Specified in Its Charter) For the quarter ended June 30, 2025 | Cayman Islands | 87-3587394 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 12600 Hill Country Blvd, Building R, Suite ...

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 quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41668 TRAILBLAZER MERGER CORPORATION I (Exact Name of Registrant as Specified in Its Charter) | Delaware | 87-3710376 | | --- | --- | | (Sta ...

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 quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | N/A | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | ...

[Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section cautions investors that forward-looking statements involve risks and uncertainties, and actual results may differ - The report identifies numerous forward-looking statements concerning the company's operations, including clinical trial progress, regulatory filings, commercialization potential, financial projections, and intellectual property strategy[12](index=12&type=chunk)[16](index=16&type=chunk) - Investors are directed to "Part II, Item 1A. Risk Factors" for a detailed discussion of risks that could cause actual results to differ from those projected in the forward-looking statements[11](index=11&type=chunk)[13](index=13&type=chunk) [PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q2 2025 financial statements report a net loss of $4.6 million, reclassifying SEED Therapeutics as a discontinued operation [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to **$31.0 million**, while cash from continuing operations increased to **$9.5 million** Condensed Consolidated Balance Sheet Highlights (in thousands of U.S. Dollars) | Account | Dec 31, 2024 | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,922 | $9,544 | | Current assets of discontinued operations | $25,347 | $15,712 | | Total assets | $34,315 | $31,043 | | **Liabilities & Equity** | | | | Total current liabilities | $11,010 | $11,730 | | Total liabilities | $48,600 | $48,588 | | Total shareholders' deficit | ($14,285) | ($17,545) | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) For H1 2025, net loss from continuing operations was **$4.5 million**, but a **$7.0 million** gain from subsidiary sale resulted in a total net income of **$2.7 million** Six Months Ended June 30, (in thousands of U.S. Dollars) | Metric | 2024 | 2025 | | :--- | :--- | :--- | | Revenue | $0 | $0 | | Research and development | ($1,550) | ($1,876) | | General and administrative | ($3,146) | ($2,683) | | Net loss from continuing operations | ($4,731) | ($4,462) | | Net income (loss) from discontinued operations | ($2,646) | $983 | | Net income (loss) attributable to BeyondSpring Inc. | ($7,262) | $2,671 | | Basic and diluted EPS | ($0.19) | $0.07 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For H1 2025, net cash used in operating activities was **$10.1 million**, offset by **$17.2 million** from investing activities, resulting in a net cash increase of **$7.1 million** Cash Flow Summary for Six Months Ended June 30, (in thousands of U.S. Dollars) | Cash Flow Activity | 2024 | 2025 | | :--- | :--- | :--- | | Net cash used in operating activities | ($12,254) | ($10,072) | | Net cash provided by investing activities | $0 | $17,154 | | Net cash provided by financing activities | $3,000 | $0 | | Net increase (decrease) in cash | ($9,354) | $7,080 | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail the divestiture of SEED Therapeutics as a discontinued operation, collaboration agreements, and the company's deferred tax asset valuation allowance - The company approved a plan to sell 90-100% of its interest in SEED Therapeutics. The first closing occurred in February 2025 for **$7.35 million**, resulting in a recognized gain of **$7.0 million**. The company's ownership in SEED decreased to **40.12%** but it retained control[62](index=62&type=chunk)[68](index=68&type=chunk)[70](index=70&type=chunk) - The collaboration with Hengrui for Plinabulin in Greater China involves an upfront fee of **$31.0 million** (RMB 200 million) and potential milestones. No revenue has been recognized from this agreement as of June 30, 2025, and the upfront fee is recorded as deferred revenue[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk) - The collaboration with Eli Lilly via subsidiary SEED involves an upfront fee of **$10 million** and potential milestones up to **$780 million**. Revenue from this agreement is recognized over time and is reported within discontinued operations[76](index=76&type=chunk)[77](index=77&type=chunk)[81](index=81&type=chunk) - As of June 30, 2025, the company maintained a full valuation allowance against its net deferred tax assets, believing it is more likely than not that they will not be realized[87](index=87&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Plinabulin development, SEED Therapeutics divestiture, and H1 2025 financial results, noting decreased G&A and increased R&D expenses - The company's lead asset, Plinabulin, is being developed as an anti-cancer agent, with a focus on non-small cell lung cancer (NSCLC) patients who have progressed on checkpoint inhibitors. The company plans to file a New Drug Application (NDA) with China's NMPA[122](index=122&type=chunk)[124](index=124&type=chunk) - The company entered into agreements to sell a portion of its SEED preferred shares for **$35.4 million** in three tranches. The first closing in February 2025 yielded **$7.35 million**. Future closings are expected by December 2025 and December 2026[134](index=134&type=chunk) - As of June 30, 2025, continuing operations held **$9.5 million** in cash and cash equivalents. Management anticipates that current financial resources will be sufficient to meet operational expenses for the next 12 months[130](index=130&type=chunk)[161](index=161&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) For H1 2025, R&D expenses increased by **21%** to **$1.9 million**, while G&A expenses decreased by **15%** to **$2.7 million**, improving net loss from continuing operations Comparison of Operating Results for the Six Months Ended June 30, (in thousands of U.S. Dollars) | Item | 2024 | 2025 | Change % | | :--- | :--- | :--- | :--- | | Research and development | ($1,550) | ($1,876) | 21% | | General and administrative | ($3,146) | ($2,683) | -15% | | Loss from operations | ($4,696) | ($4,559) | -3% | | Net loss from continuing operations | ($4,731) | ($4,462) | -6% | - The **$0.3 million** increase in R&D expenses for H1 2025 was primarily due to higher professional service fees for regulatory and CMC activities and increased research on Plinabulin combination therapies[155](index=155&type=chunk) - The **$0.4 million** decrease in G&A expenses for H1 2025 was mainly due to lower salary expenses from reduced administrative headcount and lower investor relations and D&O insurance costs[157](index=157&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity improved in H1 2025, with cash from continuing operations reaching **$9.5 million** due to the SEED equity sale, and current resources are sufficient for the next 12 months - The company financed operations through a combination of equity offerings, loans, sale of subsidiary interests, and collaboration arrangements. In February 2025, it received **$7.4 million** from the first closing of the SEED sale[160](index=160&type=chunk) - Net cash used in operating activities decreased to **$10.1 million** in H1 2025 from **$12.3 million** in H1 2024[160](index=160&type=chunk)[162](index=162&type=chunk) - Management is evaluating various financing alternatives for medium to long-term funding, including equity/debt financing, licensing, partnerships, or other strategic transactions[161](index=161&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, BeyondSpring Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk because it qualifies as a smaller reporting company under Exchange Act Rule 12b-2[181](index=181&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of June 30, 2025, the Principal Executive and Financial Officer concluded that the company's disclosure controls and procedures were effective[182](index=182&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[184](index=184&type=chunk) [PART II. OTHER INFORMATION](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that would materially adversely affect its business or financial condition - As of the filing date, the company is not involved in any material legal proceedings[186](index=186&type=chunk) [Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) There are no material changes to the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K - The company states there are no material changes from the risk factors disclosed in its 2024 Annual Report on Form 10-K[187](index=187&type=chunk) [Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, primarily including officer certifications and Inline XBRL data files - Exhibits filed include CEO/CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[192](index=192&type=chunk)