Financial Performance - Revenue for the fiscal year ended January 31, 2026, was $857.2 million, up from $796.4 million in 2025 and $732.4 million in 2024, indicating a growth trend [82]. - The company has an accumulated deficit of $754.3 million as of January 31, 2026, compared to $626.1 million in 2025, highlighting ongoing financial challenges despite revenue growth [84]. - The company’s financial metrics, including revenue and profitability, have fluctuated in the past and may continue to do so, affecting investor expectations [94]. - The company has $163.0 million in cash and cash equivalents and $339.5 million in highly liquid marketable securities as of January 31, 2026 [354]. - The company may be required to collect additional sales taxes in jurisdictions where it has not historically done so, leading to potential substantial tax liabilities [216]. Market Expansion and Strategy - The company aims to expand its Unified Customer Experience Management (Unified-CXM) platform by investing in research and development, enhancing product features, and improving scalability and security [87]. - The company plans to continue international expansion, targeting new markets outside the United States to increase its customer base and sales [88]. - Approximately 44% of the company's sales during the year ended January 31, 2026, were to customers outside of the Americas, indicating a significant international presence [141]. - The company anticipates increased marketing expenditures as it expands into new markets, which may not yield proportional revenue increases [138]. - The company faces challenges in maintaining its brand reputation, which is crucial for attracting and retaining customers and employees [137]. Operational Risks and Challenges - The company faces risks related to customer renewals and expansion, which are critical for maintaining revenue and financial health [90]. - The company has experienced significant growth in the number of enterprises and end users, which places demands on management and operational resources [88]. - The company faces potential significant costs and service interruptions if data center or cloud computing agreements are terminated or not renewed on commercially reasonable terms [116]. - The company has faced difficulties in managing larger CCaaS projects, leading to increased customer dissatisfaction and delays in revenue recognition [98]. - The company must navigate various risks associated with international operations, including cultural differences and compliance with local regulations [143]. Technology and Innovation - The company utilizes artificial intelligence in its products, which may introduce operational challenges and competitive risks [80]. - The company is investing in AI capabilities, including agentic AI systems, which may expose it to operational challenges and legal liabilities [120]. - The company is incorporating AI into its products through third-party vendors, which may lead to challenges and risks that are difficult to predict [124]. - The company recognizes revenue ratably over the terms of customer contracts, which can delay the reflection of new sales in financial results [107]. - The company’s ability to integrate various data sources is crucial, and changes in third-party API capabilities could negatively impact its value proposition [104]. Compliance and Regulatory Risks - The company faces risks related to compliance with international laws and regulations, which could increase operational costs and impact revenue recognition [145]. - The evolving legal and regulatory landscape regarding AI may require significant resources to ensure compliance, with potential fines of up to €35 million or 7% of total worldwide annual turnover for non-compliance with the EU AI Act [129]. - The company is subject to various export and import controls and economic sanctions laws that could impair its ability to compete internationally [168]. - The company is subject to stringent data privacy and security obligations, with potential consequences including regulatory investigations, litigation, and loss of revenue if compliance is not maintained [180]. - The company faces increasing compliance costs and risks due to stringent data privacy and security laws, such as GDPR and CCPA, which could adversely affect its business operations [192]. Intellectual Property and Legal Risks - The company owns 38 U.S. issued patents and has 10 pending U.S. patent applications as of January 31, 2026, relying on various legal protections for its intellectual property [151]. - The company may incur significant expenses in monitoring and enforcing its intellectual property rights, which could distract management and impair its competitive position [155]. - The company faces potential claims from third parties alleging infringement of their intellectual property rights, which could result in costly litigation and distract from business operations [156]. - The company may face substantial liability for intellectual property infringement due to indemnity provisions in customer agreements [161]. - The company may struggle to establish ownership of intellectual property related to AI technologies, impacting its business model [130]. Financial and Market Risks - The company’s stock price may be volatile due to various factors, including market fluctuations and public perception of its performance [224]. - The company faces risks from unstable market conditions, including geopolitical tensions and economic downturns, which could adversely affect business and share price [236]. - Trade disputes and political tensions may negatively impact customer demand and limit expansion opportunities, affecting overall business operations [238]. - The dual-class structure of the company's stock concentrates voting power with a small group of stockholders, limiting the influence of other shareholders [226]. - Future ownership changes could limit the company's ability to utilize net operating loss carryforwards, adversely affecting profitability [223].

Financial Results - Sky Harbour Group Corporation announced its financial results for the year ended December 31, 2025, in a press release on March 19, 2026[5]. - The company has not disclosed specific financial figures or performance metrics in the provided documents[5][6]. Investor Presentation - The company provided an investor presentation to stakeholders, highlighting key financial metrics and strategic initiatives[6]. - The financial results and investor presentation are intended to be considered alongside the company's filings with the SEC for a comprehensive understanding of its performance[7]. - The report includes an exhibit index referencing the press release and investor presentation as key documents for stakeholders[12]. Forward-Looking Statements - The report includes forward-looking statements that involve risks and uncertainties, cautioning stakeholders against undue reliance on these projections[9]. - The company has no obligation to update or revise forward-looking statements unless new developments arise[9]. Company Classification and Compliance - The company is classified as an emerging growth company, which may affect its reporting and compliance obligations[4]. - The press release and investor presentation are not considered "filed" under the Securities Act or the Exchange Act, limiting their legal implications[8]. Stock Information - The company is listed on the New York Stock Exchange under the trading symbol SKYH for Class A common stock and SKYH WS for warrants[3].

Financial Performance - Revenue for the fiscal year ended January 31, 2026, was $1.32 billion, up from $886.5 million in 2025 and $627.9 million in 2024, indicating significant growth[90]. - The company reported net losses of $(348.8) million, $(1.15) billion, and $(354.2) million for the fiscal years ended January 31, 2026, 2025, and 2024, respectively, with an accumulated deficit of $(3.19) billion as of January 31, 2026[101]. - Subscription revenue includes sales from subscription term-based licenses and SaaS subscriptions, with a shift towards more SaaS revenue recognized ratably over time[141]. - The company has seen an increase in customers opting for annual, monthly, or consumption payments instead of multi-year upfront payments, causing cash flow volatility[162]. - The company expects fluctuations in financial results, making future projections difficult, which could lead to a decline in stock price if expectations are not met[159]. Market and Competitive Landscape - The market for data security and AI solutions is rapidly evolving, and the company's future success will depend on the growth of this market and customer adoption rates[94]. - The competitive landscape in the data security market is intense, with competitors investing in AI technologies to enhance their offerings[145][146]. - Future competition may arise from public cloud providers and SaaS companies developing native data security solutions, increasing market pressure[149]. - The company derives substantially all revenue from its data security platform, emphasizing the need for continued market acceptance and feature development[157]. Customer Dynamics - Customer retention is critical, with a typical subscription period of three years, and some customers may choose not to renew, impacting revenue[104]. - Customer dissatisfaction may arise if Subscription Credits expire unused, potentially harming future operational results[152]. - High-quality customer support is critical for maintaining customer satisfaction; failure to provide effective support could harm customer relationships and future sales[211]. Operational Challenges - The company faces challenges in attracting new customers, particularly in convincing organizations to allocate budgets for its data security and AI solutions[99]. - Increased operating expenses are expected as the company expands its sales, marketing, and product development teams to drive customer adoption and support international growth[101]. - The company faces challenges in attracting and retaining skilled personnel, particularly in engineering and sales, which could impact growth prospects[156]. - Sales cycles are long and unpredictable, particularly with large organizations, which can lead to revenue fluctuations due to extended evaluation processes[172]. Regulatory and Compliance Risks - The company is subject to stringent U.S. and foreign laws regarding privacy and data security, which could lead to regulatory investigations and significant fines[240]. - Under the EU GDPR, companies may face fines of up to €20 million or 4% of annual global revenue, whichever is greater, for non-compliance[243]. - The company is subject to ongoing investigations related to potential violations of federal law concerning government contracts, which could result in substantial fines and reputational harm[209]. Technology and Innovation - The transition to SaaS subscriptions has been largely completed, with a significant majority of new and existing customers adopting RSC on a subscription basis by the end of fiscal 2026[102]. - The company plans to invest substantially in expanding data security product features, generative AI deployment, and international market expansion[92]. - The company is investing in generative AI capabilities, including the Rubrik Agent Cloud, to enhance enterprise AI agent deployments, but faces risks related to legal liability and compliance[132]. Financial Structure and Debt - The company issued $1.15 billion in Notes in June 2025 and repaid $327.9 million under the Amended Credit Facility, which was terminated thereafter[271]. - The company may require additional capital to support growth, which might not be available on favorable terms, particularly during market volatility[225]. - The company’s leverage may require a substantial portion of cash flow from operations to be dedicated to debt payments, limiting its ability to fund operations and pursue growth opportunities[272]. International Operations - The company faces various risks in international operations, including political and economic conditions, regulatory changes, and cultural differences, which could adversely affect financial results[259][261]. - Customers outside the United States generated 30% and 31% of total revenue for fiscal 2026 and 2025, respectively[239]. - The company may need to establish relationships with new Channel Partners to expand into certain international markets[239]. Risk Management - The company has encountered risks associated with operating in a new market for data security and AI solutions, which may affect its ability to achieve profitability[97]. - The company relies on third-party providers for critical business systems, which may expose it to additional cybersecurity risks[118]. - The company maintains insurance for claims associated with its solutions, but coverage may not be adequate, potentially leading to significant financial exposure[219].

Financial Performance - Satellogic's total revenue for the year ended December 31, 2025, was $17.707 million, a 37% increase from $12.870 million in 2024[74]. - As of December 31, 2025, the company has an accumulated deficit of $404.9 million and net cash used in operating activities of $26.9 million for the year[173]. - The company had cash and cash equivalents of $94.4 million as of December 31, 2025, indicating ongoing financial challenges until sufficient customer onboarding occurs[173]. - In 2025, three customers accounted for over 10% of total revenue, highlighting dependency on a small number of clients[178]. - The company does not expect to declare any dividends in the foreseeable future, indicating a focus on reinvestment[176]. Market Opportunities - The Earth Observation sector is projected to contribute $3.8 trillion to global GDP between 2023 and 2030, driven by productivity increases across key industries[79]. - The cumulative global manufacturing revenue for Earth Observation satellites is estimated to reach approximately $101 billion by 2034, indicating a significant market opportunity[83]. - The company expects the high-resolution EO market to reflect the majority of its revenue over the next two to three years, providing operational cash flow for its constellation[96]. Product and Technology Development - The Data & Analytics business is expected to remain the most predictable revenue stream, driving future growth alongside Space Systems[69]. - The Aleph Observer product enables ongoing monitoring of hundreds of sites daily, significantly enhancing operational efficiency and reducing costs for customers[70]. - The Merlin AI-First constellation is projected to launch its first satellite in Q4 2026 and become fully operational in the first half of 2027, expanding monitoring capacity to potentially millions of sites daily[71]. - The company introduced the NextGen platform in October 2025, featuring 30 cm resolution and AI-enabled analytics, expected to be operational by 2028[95]. - The company aims to leverage AI-powered analytics through its Aleph Observer product and the upcoming Merlin constellation to deliver proactive intelligence[91]. Strategic Partnerships and Contracts - A multi-year contract valued at $30 million was awarded in April 2025 for near-daily multiband optical imagery and ultra-low latency analytics, with revenue expected in 2027[120]. - A five-year agreement with a technology company requires a minimum purchase of $4 million annually, recognized as $4.4 million in revenue during 2025[114][116]. - The company is pursuing strategic acquisitions and partnerships to enhance its go-to-market strategy, including agreements with Vantor and Suhora Technologies[91]. Operational Challenges - The company is transitioning to commercial production and sales, facing challenges in forecasting future results and customer retention[173]. - The sales cycle for the company's offerings is long and unpredictable, with significant time and expense invested in evaluating potential customers' needs[179]. - The company faces risks related to pricing structures, which may require adjustments over time to avoid missed revenue opportunities or losing bids[181]. - The ability to scale satellite production is critical, with potential delays or increased costs impacting expected revenue and profitability[182][185]. - The company relies on third-party vendors for satellite components and launch services, with any delays potentially having a material adverse impact on operations[187][188]. Regulatory and Compliance Issues - The company is subject to NOAA's oversight after obtaining an operator's license in November 2023, as it shifts operational control of its satellite constellation to U.S. personnel[143]. - Compliance with U.S. export control laws is critical, as violations could result in penalties and impact the ability to secure government contracts[251]. - The company’s growth strategy includes obtaining U.S. governmental agency customers, particularly in defense and intelligence, which is subject to U.S. regulations[258]. - Failure to maintain required cybersecurity controls for CMMC certification could result in ineligibility for certain DoD contracts, adversely affecting business operations[259]. Risks and Uncertainties - The company faces competition from various sectors, including commercial satellite imagery, state-owned providers, and free sources, which may limit market share growth[202]. - The increasing number of satellites in low Earth orbit raises the risk of collisions, which could materially affect the company's ability to access sufficient orbital slots for business growth[227]. - Prolonged unfavorable weather conditions may negatively impact satellite operations, affecting data collection and communication quality[243]. - The occurrence of anomalies in satellites can significantly degrade performance, impacting the ability to collect imagery and market products successfully, which could materially affect revenues[226]. - The company is vulnerable to natural disasters and geopolitical events that could disrupt operations and satellite launch schedules, adversely affecting operating results[240].

Revenue and Business Model - The ARK franchise contributed 89.4% of the company's net revenue for the year ended December 31, 2025, with the five best-selling franchises accounting for 96.6% of net revenue[92]. - 95.1% of the company's revenues for the year ended December 31, 2025, were generated through third-party platforms such as Xbox Live, PlayStation Network, and the Apple App Store[109]. - 95.1% of the company's net revenue for the year ended December 31, 2025, was derived from publishing video games on third-party platforms[125]. - The company recognizes a majority of revenues from video games on a deferred basis, which could significantly affect reported financial results as the business evolves[193]. Competition and Market Risks - The company faces intense competition in the interactive entertainment software industry, with a small number of hit titles accounting for a large portion of total revenue[92]. - The interactive entertainment software industry is highly competitive, with major competitors like Sony, Microsoft, and Activision Blizzard, which may impact the company's ability to develop hit titles[120]. - The company faces significant risks from natural disasters, cyber-attacks, and geopolitical tensions, which could disrupt operations and adversely affect future operating results[105]. - The company is vulnerable to service disruptions from DDoS attacks and other cybersecurity threats, which could negatively impact its online games[90]. Growth and Investment - The company has experienced rapid growth and plans to continue investing in growth, but failure to manage this growth effectively could adversely affect its business and financial condition[90]. - The company is experiencing significant growth in complexity and scope, including new business models like eSports and influencer platforms, but forecasting success is inherently uncertain[118]. - The company plans to continue investing in its growth, although sustaining current growth rates is uncertain[137]. - The company is expanding into new products and services, which involves risks such as increased capital requirements and potential new competition[141]. Management and Governance - The management team has limited experience managing a public company, which could pose risks to the company's operations[88]. - Mr. Shi controls the majority of voting power, affecting board composition and business direction[202]. - The concentration of Mr. Shi's ownership may discourage tender offers, impacting stockholder premiums[203]. - The company is classified as a "controlled company," which allows it to rely on exemptions from certain corporate governance requirements, potentially limiting stockholder protections[198]. Financial Condition and Compliance - The company has significant debt obligations due within one year, including a revolving loan balance of $5.0 million with a repayment date extended to March 31, 2030[195]. - The effective tax rate was (64.6)% for the year ended December 31, 2025, and 25.7% for the year ended December 31, 2024, indicating potential volatility in future profitability due to tax law changes[191]. - The company has met the minimum debt service coverage ratio required by its debt covenants for the trailing twelve months ended December 31, 2025[196]. - The company has identified a material weakness in internal control over financial reporting related to the fair value determination of warrants, which has been remediated, but future weaknesses may still arise[227]. Legal and Regulatory Risks - The company is subject to evolving regulations regarding AI, which may impose significant compliance obligations and affect its operations[150]. - Changes in data privacy and security laws, such as the California Consumer Privacy Act (CCPA), could increase operational costs and regulatory scrutiny, impacting business practices and product offerings[173]. - The General Data Protection Regulation (GDPR) imposes strict compliance obligations, with potential fines of up to €20 million or 4% of total worldwide annual turnover for non-compliance, affecting operational costs and risk exposure[174]. - Proposed federal legislation in the U.S. could limit the retail market for the company's products, adversely affecting financial results[177]. Technology and Cybersecurity - The company utilizes artificial intelligence, which could expose it to liability or adversely affect its business[90]. - The integration of artificial intelligence (AI) is expected to drive innovation and operational efficiencies, but also poses risks including potential biases and cybersecurity threats[148]. - The company is critically dependent on the integrity and security of its information technology systems, with potential cybersecurity breaches posing risks to sales, subscriptions, and reputational damage[171]. - The company is vulnerable to large-scale DDoS attacks, which have previously caused server outages and disrupted player access to games[116]. Stock and Capital Management - The company authorized a share repurchase program of up to $5 million, with approximately $1.3 million remaining for future repurchases as of December 31, 2025[214]. - The company does not anticipate paying cash dividends in the foreseeable future, making capital appreciation the sole source of gain[218]. - The company plans to rely on the Equity Line Investor for funding, with a potential sale of $5.0 million in Class A common stock and an additional $5.5 million in convertible notes, but may still require further capital[242]. - The issuance of Class A common stock to holders of the 2025 Convertible Notes could lead to significant dilution for existing shareholders, with up to 5,414,991 shares registered for resale[245]. User Engagement and Retention - Consumer preferences for games are cyclical and difficult to predict, which could lead to fluctuations in revenue and profitability[93]. - The company must continually attract and retain users to maintain its financial performance, particularly in the new short film drama business[142]. - User metrics, including active and paying users, are subject to measurement challenges, which could lead to inaccuracies affecting revenue and financial results[140]. - The company may adjust in-app pricing, which could negatively impact user retention and business growth[145].

Revenue and Growth - Total revenue increased by $132.4 million, or 19.7%, to $805.7 million for 2025 compared to $673.3 million for 2024, primarily due to the acquisition of Safflower Holdings Corp.[168] - Owned restaurant net revenue increased to $791,762,000 for the year ended December 28, 2025, up from $658,915,000 in 2024, representing a growth of approximately 20.1%[210] - Total revenues rose to $805,722,000 in 2025, compared to $673,344,000 in 2024, marking an increase of about 19.6%[210] - Owned restaurant net revenue rose to $791.8 million in 2025, up from $658.9 million in 2024, primarily driven by the acquisition of Benihana and RA Sushi restaurants[222] - Total revenues for the year ended December 28, 2025, were $814.2 million, reflecting an increase of $132.9 million, or 20.2%, from $658.9 million in 2024[222] Restaurant Performance - Same store sales for STK restaurants decreased by 3.7% in 2025 compared to 2024, with a notable decline in managed restaurants of 4.6%[169][183] - The average comparable STK restaurant revenues were $14.2 million for 2025, down from $15.5 million in 2024, indicating a decline in customer traffic[188] - Comparable restaurant sales decreased by 3.7% in 2025 compared to 2024, attributed to the current economic and macro environment[222] Profitability and Losses - Net loss attributable to The ONE Group Hospitality, Inc. was $92.2 million in 2025, a significant decline from a net income of $17.1 million in 2024, primarily due to a non-cash tax valuation allowance[172] - Net loss attributable to The ONE Group Hospitality, Inc. increased to $92.2 million for the year ended December 28, 2025, compared to a loss of $17.1 million for the year ended December 31, 2024[213] - EBITDA and Adjusted EBITDA are key metrics used to evaluate operating performance, with Adjusted EBITDA being a critical measure for debt compliance calculations[206][207] Expenses and Cost Management - Owned restaurant cost of sales as a percentage of net revenues decreased to 20.7% in 2025 from 21.1% in 2024, indicating improved cost management[212] - Owned restaurant operating expenses increased to $503,070,000 in 2025, up from $413,587,000 in 2024, reflecting a rise of approximately 21.7%[210] - General and administrative expenses were $52,540,000 in 2025, compared to $44,234,000 in 2024, showing an increase of about 18.8%[210] - Transition and integration expenses related to the Benihana acquisition were $11,202,000 in 2025, down from $13,681,000 in 2024[210] - Owned restaurant operating expenses increased by $89.5 million, or 21.6%, to $503.1 million for 2025, primarily due to the acquired Benihana and RA Sushi restaurants[225] - General and administrative costs rose to $52.5 million in 2025, an increase of $8.3 million, or 18.8%, from $44.2 million in 2024[226] Future Plans and Developments - The company plans to open six to ten new venues in 2026, with several STK and Benihana restaurants currently under construction[161][177] - The company expects to grow the STK brand to 200 restaurants globally, with plans to open three to five STKs annually[173] - In December 2025, the company secured development rights for ten new restaurants in the Greater San Francisco Bay Area, marking its largest asset-light development agreement[178] - The company plans to convert up to nine Company-owned Grill restaurants to Benihana or STK formats, with five conversions expected by the end of 2026, requiring about $1.0 million in capital investment each[249] Cash Flow and Capital Expenditures - Net cash provided by operating activities was $30.3 million for 2025, down from $44.1 million in 2024, primarily due to the timing of collections on credit card receivables[255] - Capital expenditures in 2025 totaled $57.6 million, with $30.0 million allocated for new restaurant constructions and $7.4 million for remodels[258] - Net cash used in investing activities for 2025 was $57.6 million, significantly lower than $441.4 million in 2024, which included $369.8 million for the Benihana acquisition[259] Debt and Financial Position - As of December 28, 2025, the company had cash and cash equivalents of $4.0 million and long-term debt of $354.2 million[243] - The availability on the revolving credit facility was $27.2 million as of December 28, 2025, subject to certain conditions[243] - The company had $351.3 million of borrowings subject to variable interest rates as of December 28, 2025, with a hypothetical 1% rise in interest rates increasing interest expense by $3.5 million annually[286] Impairment and Valuation - As of December 28, 2025, the company had a valuation allowance of $75.1 million against deferred tax assets[266] - For the year ended December 28, 2025, the company recorded non-cash impairment charges of $6.4 million on property and equipment and $0.7 million in lease termination and exit expenses[270] - The company recorded non-cash impairment charges of $4.2 million on the Kona Grill tradename for the year ended December 28, 2025[277] - The company has not recorded any impairment charges related to goodwill in 2025 or 2024[277] Miscellaneous - The company continues to evaluate potential acquisition opportunities to leverage system-wide operating efficiencies as its footprint increases[181] - The company does not currently use financial instruments to hedge foreign currency exchange rate changes, which may impact international operating results[288]

Clinical Development and Trials - Genelux is focused on developing oncolytic viral immunotherapies, with its lead product candidate, Olvi-Vec, currently in late-stage clinical trials[16]. - Olvi-Vec is being evaluated in three clinical trials: a Phase 3 trial for platinum-resistant ovarian cancer, a Phase 2 trial for recurrent non-small cell lung cancer (NSCLC), and a Phase 1b/2 trial for recurrent small cell lung cancer (SCLC)[18][21]. - The Phase 3 OnPrime/GOG-3076 trial aims to enroll patients with platinum-resistant/refractory ovarian cancer, with topline results expected in the second half of 2026[36][38]. - The clinical trials have shown that Olvi-Vec is well tolerated, with no maximum tolerated dose reached and no significant issues with virus shedding[31][42]. - Olvi-Vec has demonstrated the ability to selectively kill tumor cells and enhance the effectiveness of chemotherapy in combination therapy settings[31]. - In the Phase 2 trial, patients receiving Olvi-Vec-primed immunochemotherapy showed an overall response rate (ORR) of 54%, with 19% complete responses (CRs) and 35% partial responses (PRs)[45]. - Median progression-free survival (PFS) for heavily pretreated patients was 11.0 months, compared to historical expectations of less than 4 months[45]. - The median overall survival (OS) for patients was 15.7 months, exceeding the historical median of less than 12 months[45]. - The trial results supported moving into a Phase 3 trial after exceeding the pre-defined threshold of 43% for objective responders[46]. - In the ongoing Phase 2 VIRO-25 trial for recurrent non-small cell lung cancer (NSCLC), initial results showed a disease control response (DCR) of 60% among evaluable patients[55]. - The Phase 1b/2 clinical trial for small cell lung cancer (SCLC) reported an overall response rate (ORR) of 33%, with a DCR of 67%[61]. - The company is conducting a Phase 2 clinical trial of Olvi-Vec for the treatment of recurrent non-small cell lung cancer (NSCLC) and has not yet initiated a registrational trial[86]. - The Phase 3 registration trial of Olvi-Vec in PRROC initiated enrollment in Q3 2022, with topline results anticipated in the second half of 2026[183]. - Enrollment for the Phase 3 registration trial of Olvi-Vec in PRROC began in Q3 2022 and is ongoing, with interim results expected in January 2026[189]. - The company co-sponsors a Phase 1b/2 clinical trial of Olvi-Vec in recurrent SCLC in China, with interim results expected throughout 2026[185]. - Clinical trial outcomes are uncertain, and previous positive results do not guarantee future success in later-stage trials[209]. - Variability in safety and efficacy results can occur due to factors such as trial design, patient population differences, and adherence to protocols[211]. - The design of clinical trials can significantly influence the likelihood of obtaining marketing approval, and flaws may not be apparent until advanced stages[209]. - Fast track designation does not guarantee faster approval or increased likelihood of marketing approval for Olvi-Vec or future candidates[214]. - The company lacks experience in successfully completing registration-stage clinical trials, which may hinder the execution of trials necessary for marketing approval[209]. - Regulatory agencies may interpret data differently, impacting the approvability and commercialization of Olvi-Vec and other product candidates[213]. Manufacturing and Commercialization - The company has established a cGMP manufacturing facility in San Diego, California, to support clinical trials and the potential commercial launch of Olvi-Vec[20]. - The company plans to build commercialization capabilities as product candidates advance through clinical development[72]. - The company has entered into a License Agreement with Newsoara BioPharma for the commercialization of Olvi-Vec in China, including mainland China, Taiwan, Hong Kong, and Macau[19]. - The Newsoara License Agreement has generated $11.0 million in payments to date, with potential milestone payments up to $160.5 million[65]. - Newsoara is responsible for funding the costs of the VIRO-25 clinical trial in the United States and China[66]. - The company has a portfolio of oncolytic VACV constructs in early-to-late stages of discovery and preclinical development, which may never advance to clinical-stage development[186]. - The company faces significant uncertainty regarding coverage and reimbursement from third-party payors, which may limit product sales[137]. - Third-party payors are increasingly challenging drug pricing and may require expensive pharmacoeconomic studies to demonstrate cost-effectiveness[140]. - The U.S. government has implemented measures such as the Medicare Drug Price Negotiation Program, which may significantly reduce reimbursement rates for certain products[141]. - The company must navigate varying pricing and reimbursement schemes across EU member states, which can create barriers to market entry[143]. - Legislative and regulatory proposals aimed at healthcare reform may impact the company's ability to sell products profitably[145]. Financial Performance and Risks - The company reported net losses of $32.1 million and $29.9 million for the years ended December 31, 2025, and 2024, respectively, with an accumulated deficit of $283.5 million as of December 31, 2025[166]. - The company has never generated any revenue from commercially approved product sales and anticipates incurring significant and increasing operating losses for the foreseeable future[166]. - The company expects that it will be several years, if ever, before it has a commercialized product[168]. - The company requires substantial additional financing to advance the development of Olvi-Vec and future product candidates, which may not be available on acceptable terms[169]. - Existing cash, cash equivalents, and marketable securities are expected to fund planned operations into the first quarter of 2027, but this estimate is based on assumptions that may prove incorrect[172]. - The company has never generated any revenue from commercially approved product sales and does not anticipate doing so until after receiving marketing approval for a product candidate[174]. - The report from the independent registered public accounting firm included a "going concern" explanatory paragraph, indicating substantial doubt about the company's ability to continue as a going concern[180]. - Failure to obtain capital when needed may force the company to delay or terminate product development, adversely affecting its business and financial condition[179]. Regulatory Environment - The FDA requires substantial time and financial resources for the testing and approval process of biological products, which can take many years[93]. - Clinical trials must be conducted under Good Clinical Practice (GCP) regulations, ensuring the safety and rights of trial participants[98]. - The FDA may impose sanctions or discontinue clinical trials if they do not comply with requirements or present unacceptable risks[105]. - Manufacturers must comply with cGMP regulations, ensuring quality control and documentation, and are subject to inspections by government authorities[106]. - The FDA reviews a BLA within 60 days to determine if it is substantially complete before accepting it for filing[112]. - The FDA may issue an approval letter or a complete response letter based on the BLA and inspection results, outlining any deficiencies[115]. - The FDA may require post-marketing clinical trials to further assess a product's safety and effectiveness after approval[117]. - Fast Track and Breakthrough Therapy designations expedite the development and review process for products addressing serious conditions[120]. - Accelerated approval may be granted if a product candidate shows effects on a surrogate endpoint likely to predict clinical benefit, with confirmatory studies required[123]. - The company is subject to ongoing annual program user fee requirements for approved products, excluding certain orphan products[125]. - Post-approval requirements include reporting cGMP deviations and adverse effects, as well as submitting periodic reports to the FDA[131]. - Non-compliance with healthcare laws may result in severe penalties, including fines and exclusion from government-funded healthcare programs[136]. - The company is required to register establishments with the FDA and is subject to inspections to ensure compliance with regulations[128]. - The company faces risks related to government regulation, including potential impacts from healthcare reform measures and changes in reimbursement policies[165]. - The company’s operations may be adversely affected by environmental regulations and the handling of hazardous substances[159]. Human Capital and Corporate Structure - The company’s human capital strategy includes a total compensation package consisting of base salary, cash target bonus, and equity compensation, with 25 full-time employees and 1 part-time employee as of December 31, 2025[161]. - The company completed its initial public offering (IPO) in January 2023, and its common stock is listed on the Nasdaq Capital Market under the symbol "GNLX"[162]. - The company is classified as an "emerging growth company" and will retain this status until certain financial thresholds are met, including total annual gross revenue of at least $1.235 billion[163]. - The company is subject to numerous data privacy and security obligations, including compliance with the Federal Trade Commission Act and the California Consumer Privacy Act[153]. - The company relies on trade secrets and know-how, along with confidentiality agreements, to protect its proprietary information and maintain a competitive position[79].

Financial Performance - Scholastic reported Q3 fiscal 2026 revenues of $329.1 million, a decrease of 2% from $335.4 million in Q3 fiscal 2025[10] - The operating loss for Q3 fiscal 2026 was $26.9 million, compared to a loss of $23.9 million in the same quarter last year, reflecting a 13% increase[12] - Adjusted EBITDA for Q3 fiscal 2026 was $0.0 million, down from $6.0 million in Q3 fiscal 2025, marking a 100% decline[12] - Year-to-date revenues for fiscal 2026 were $1,105.8 million, a decline of 1% from $1,117.2 million in the prior year[26] - Revenues for the three months ended February 28, 2026, were $329.1 million, a decrease of 1% from $335.4 million in the same period last year[38] - Operating income for the three months ended February 28, 2026, was a loss of $26.9 million, compared to a loss of $23.9 million in the prior year[38] - Net income for the three months ended February 28, 2026, was $62.5 million, a significant improvement from a net loss of $3.6 million in the same period last year[38] - Basic earnings per share for the three months ended February 28, 2026, were $2.61, compared to a loss of $0.13 per share in the prior year[38] - Total revenues for the nine months ended February 28, 2026, increased to $1,105.8 million, up 2% from $1,117.2 million in the previous year[38] Segment Performance - The Education segment's revenues decreased by 2% to $56.1 million, with an operating loss improving to $5.2 million from $6.9 million year-over-year[14] - The Entertainment segment saw a revenue increase of 25% to $16.0 million, with an operating loss improving to $3.5 million[15] - The Children's Book Publishing and Distribution segment reported a 3% decline in revenues for the three months ended February 28, 2026, totaling $197.6 million[40] - Book Fairs revenues increased by 2% to $113.3 million for the three months ended February 28, 2026, compared to $110.7 million in the prior year[40] - Education Solutions revenues decreased by 2% to $56.1 million for the three months ended February 28, 2026, down from $57.2 million[40] - The Entertainment segment saw a 25% increase in revenues to $16.0 million for the three months ended February 28, 2026, compared to $12.8 million in the previous year[40] - International revenues for the three months ended February 28, 2026, decreased by 1% to $58.7 million, down from $59.3 million[40] Cash Flow and Financial Position - Scholastic's free cash flow for fiscal 2026 is forecasted to exceed $430 million, driven by proceeds from sale-leaseback transactions[7] - Net cash used in operating activities was $30.5 million, compared to $12.0 million in the prior year, primarily due to higher tax payments[21] - Cash and cash equivalents increased to $104.6 million as of February 28, 2026, up from $94.7 million a year earlier, representing a growth of 6.8%[42] - Net cash provided by operating activities was $(30.5) million for the three months ended February 28, 2026, compared to $(12.0) million for the same period last year, indicating a decline in operational cash flow[42] - Free cash flow for the three months ended February 28, 2026, was $407.0 million, a significant increase from $(30.7) million in the prior year, reflecting improved cash generation[42] - Total stockholders' equity decreased to $871.9 million as of February 28, 2026, down from $941.3 million a year earlier, reflecting a decline of 7.4%[42] - The company’s accounts receivable decreased to $248.3 million as of February 28, 2026, from $255.9 million a year earlier, showing a reduction of 3.0%[42] - The company’s deferred revenue increased to $213.7 million as of February 28, 2026, compared to $205.2 million a year earlier, reflecting a growth of 4.1%[42] Earnings and Taxation - For the three months ended February 28, 2026, the total earnings before income taxes reported was $91.8 million, compared to a loss of $28.4 million for the same period in 2025, indicating a significant improvement[54] - Adjusted EBITDA for the three months ended February 28, 2026, was $0.0 million, a decrease from $6.0 million in the same period of the previous year[54] - For the nine months ended February 28, 2026, total earnings before income taxes reported was $70.7 million, up from a loss of $50.2 million for the same period in 2025[54] - The adjusted EBITDA for the nine months ended February 28, 2026, was $66.8 million, compared to $54.2 million for the same period in 2025, reflecting a year-over-year increase[54] - The Children's Book Publishing and Distribution segment reported earnings before income taxes of $82.4 million for the nine months ended February 28, 2026, compared to $73.0 million in the same period of 2025[54] - The Education Solutions segment experienced a loss before income taxes of $31.1 million for the nine months ended February 28, 2026, an improvement from a loss of $24.4 million in the same period of 2025[54] - The Entertainment segment reported a loss before income taxes of $17.9 million for the nine months ended February 28, 2026, compared to a loss of $11.4 million for the same period in 2025[54] - The International segment showed a profit of $1.9 million for the nine months ended February 28, 2026, a turnaround from a loss of $6.0 million in the same period of 2025[54] - One-time items before income taxes for the nine months ended February 28, 2026, totaled a negative impact of $93.2 million, primarily due to a $104.3 million loss in the Overhead segment[54] - The company recorded a $6.7 million impact from sale-leaseback transactions in Overhead for the three and nine months ended February 28, 2026[55] Shareholder Actions - The company has authorized a new $300 million share repurchase program, including a $200 million modified Dutch auction tender offer[24]

Financial Performance - The company has incurred net losses of $1.9 million and $15.8 million for the years ended December 31, 2025 and 2024, respectively, with an accumulated deficit of $398.6 million as of December 31, 2025[131]. - The company raised approximately $14.5 million in net proceeds during the year ended December 31, 2025, which includes proceeds from an equity offering and warrant exercises[138]. - As of December 31, 2025, the company had cash and cash equivalents of $17.3 million, which is expected to fund operations for at least twelve months[137]. - The company anticipates continued significant operating losses and negative cash flows as it develops its product candidates[139]. - The company has recognized approximately $2.1 million in savings during the year ended December 31, 2025, through negotiations of aged payables and cost reductions[138]. Product Development and Regulatory Challenges - The company does not expect to generate any revenues from product sales in the foreseeable future, as it currently has no products approved for commercial sale[131]. - The company may face challenges in obtaining regulatory approvals and establishing a commercial organization for its product candidates[147]. - The development and commercialization of the company's CAR T product candidates face significant challenges, including regulatory approval and establishing market demand[166]. - Delays in clinical trials could increase costs and hinder the ability to pursue regulatory approval for product candidates[172]. - The company must obtain FDA approval for any proposed product brand names, and delays in this process may adversely impact commercialization efforts[204]. Market and Competitive Landscape - Market acceptance of product candidates is crucial for revenue generation, which depends on factors such as efficacy, safety, and third-party reimbursement[215]. - The company faces significant uncertainty regarding third-party coverage and reimbursement for newly approved drugs, which is essential for commercial success[217]. - Competitors may develop alternative formulations that do not infringe on in-licensed patent rights, significantly harming the commercial opportunity for the company's product candidates[210]. - Generic therapies are typically sold at lower prices and may pose a significant competitive threat to the company's product candidates once patents expire[211]. Intellectual Property and Licensing - The company relies on patent protection for its technology, and uncertainties in the patent application process could impair commercialization efforts[279]. - The company may need to license intellectual property from third parties, which may not be available on commercially reasonable terms, impacting product development[255]. - Disputes with licensors regarding intellectual property could adversely affect the company's ability to develop and commercialize product candidates[306]. - The complexity of licensing agreements may lead to lengthy and expensive disputes, potentially impacting the company's financial condition and operations[307]. Operational Risks - The company relies on contract manufacturers for production, and any failure to meet regulatory compliance or production volumes could result in delays and lost revenues[191]. - The company is dependent on institutions like COH, Nationwide, and UAB for research and development, which limits control over the nature and timing of research activities[240]. - The company faces potential disruptions in the supply chain for raw materials, which could delay clinical trials and regulatory approvals[242]. - Compliance with Good Manufacturing Practices (cGMP) is essential, and failure to comply could result in significant sanctions, including clinical holds and fines[244]. Regulatory Environment - The FDA and other regulatory agencies can delay or deny approval of product candidates due to various reasons, including safety and efficacy concerns, which may lead to significant delays in commercialization[184]. - Legislative changes, such as the ACA, have increased Medicaid rebates from 15.1% to 23.1%, affecting the company's ability to profitably sell products[258]. - The Inflation Reduction Act of 2022 introduces a drug price negotiation program, requiring manufacturers to charge a negotiated "maximum fair price" for certain drugs or face penalties, which could adversely affect profitability[261]. - Changes in U.S. government policy and regulation could adversely affect the company's business and financial condition, impacting drug approval processes and reimbursement levels[231]. Human Resources and Management - The company faces challenges in attracting and retaining key personnel due to intense competition in the biotechnology and pharmaceutical sectors, which could impede its business objectives[324]. - Employee misconduct or noncompliance with regulatory standards could have a material adverse effect on the company's business and may result in significant fines or sanctions[325]. - The dual roles of directors serving both the company and Fortress could create conflicts of interest that require careful monitoring[313]. External Factors - Economic and geopolitical conditions can adversely affect the company's cash flows, results of operations, and ability to access capital[322]. - Trade policies and geopolitical disputes, particularly between the U.S. and China, may lead to increased tariffs and restrictions that could adversely affect the company's operations and financial condition[323]. - Disruptions from natural or man-made disasters could lead to increased costs, delays in research and development, and reduced revenue opportunities, adversely affecting the company's financial condition[328].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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 001-40710 Tigo Energy, Inc. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation or organ ...