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 quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41529 SPRING VALLEY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Cayman Islands 98- ...

Table of Contents ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41529 SPRING VALLEY ACQUISITION CORP. II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (Exact name of registrant as specified in its charter) Cayman Islands 98- ...

[Report Information](index=1&type=section&id=Report%20Information) Global Water Resources, Inc is classified as a non-accelerated filer and a smaller reporting company - Global Water Resources, Inc is a **non-accelerated filer** and a **smaller reporting company**[4](index=4&type=chunk) Key Metrics | Metric | Value | | :--- | :--- | | Common shares outstanding as of August 12, 2025 | 27,473,277 shares | | Common stock par value | $0.01 per share | [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [ITEM 1. Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201.%20Financial%20Statements%20(Unaudited)) This section presents the company's unaudited condensed consolidated financial statements, reflecting growth in total assets and equity alongside a year-over-year decrease in net income [Condensed Consolidated Balance Sheets (unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(unaudited)) The balance sheet shows an increase in total assets, primarily driven by growth in net utility plant, and a significant rise in shareholders' equity Financial Position Summary | Metric (in thousands of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Net utility plant | 401,749 | 359,379 | | Cash and cash equivalents | 10,220 | 9,047 | | Total assets | 449,382 | 405,137 | | **Capitalization and Liabilities** | | | | Total shareholders' equity | 76,740 | 47,604 | | Long-term debt, net | 116,803 | 118,518 | | Total capitalization | 193,543 | 166,122 | | Total current liabilities | 20,006 | 22,258 | | Total other liabilities | 235,833 | 216,757 | | Total capitalization and liabilities | 449,382 | 405,137 | [Condensed Consolidated Statements of Operations (unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(unaudited)) The operations statement reveals a year-over-year revenue increase, but higher operating expenses led to a slight decline in net income Operating Performance Summary | Metric (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | 14,241 | 13,510 | 26,698 | 25,120 | | Operating income | 2,620 | 2,797 | 3,875 | 4,064 | | Net income | 1,612 | 1,730 | 2,203 | 2,421 | | Basic earnings per share | 0.06 | 0.07 | 0.08 | 0.10 | | Diluted earnings per share | 0.06 | 0.07 | 0.08 | 0.10 | | Dividends per share | 0.08 | 0.08 | 0.15 | 0.15 | [Condensed Consolidated Statements of Shareholders' Equity (unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity%20(unaudited)) Shareholders' equity increased significantly due to the issuance of common stock, which raised substantial net proceeds - Total shareholders' equity was **$76,740 thousand** as of June 30, 2025, a significant increase from $47,604 thousand on December 31, 2024, primarily due to the issuance of **3,220,000 common shares** for net proceeds of **$30,783 thousand**[18](index=18&type=chunk) Shareholders' Equity Summary | Metric (in thousands of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Common shares outstanding | 27,830,545 | 24,570,994 | | Common stock | 273 | 240 | | Additional paid-in capital | 76,469 | 47,366 | | Retained earnings | — | — | | Total shareholders' equity | 76,740 | 47,604 | [Condensed Consolidated Statements of Cash Flows (unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) Cash flow from operations decreased, while cash used in investing activities increased significantly, offset by strong cash generation from financing activities Cash Flow Summary | Cash Flow Activity (in thousands of USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | 8,827 | 13,571 | | Net cash used in investing activities | (35,395) | (12,211) | | Net cash provided by financing activities | 27,788 | 13,573 | | Increase in cash, cash equivalents, and restricted cash | 1,220 | 14,933 | | Cash, cash equivalents, and restricted cash at end of period | 12,376 | 19,696 | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of accounting policies, recent acquisitions, regulatory matters, and other key financial components [1. Description of Business, Basis of Presentation, Significant Accounting Policies, and Recent Accounting Pronouncements](index=10&type=section&id=1.%20Description%20of%20Business%2C%20Basis%20of%20Presentation%2C%20Significant%20Accounting%20Policies%2C%20and%20Recent%20Accounting%20Pronouncements) This note outlines the basis for the financial statements and discusses the potential impact of new accounting standards on future disclosures - The company is evaluating the impact of ASU 2023-09 (Income Tax Disclosure Improvements) and ASU 2024-03/2025-01 (Expense Disaggregation Disclosures for Comprehensive Income) on its financial statement disclosures[25](index=25&type=chunk)[26](index=26&type=chunk) [2. Acquisitions](index=10&type=section&id=2.%20Acquisitions) This note details the company's recent acquisition of seven water systems in Tucson to expand its service area and customer base in Pima County - On July 8, 2025, the company's subsidiary GW-Ocotillo acquired seven water systems from Tucson Water for approximately **$8.2 million in cash**, serving about **2,200 water connections** with a current rate base of approximately **$7.7 million**[27](index=27&type=chunk) [3. Regulatory Matters](index=11&type=section&id=3.%20Regulatory%20Matters) This note details recent decisions and activities by the Arizona Corporation Commission (ACC) that affect the company's revenue requirements and rate structures - GW-Santa Cruz and GW-Palo Verde filed rate case applications on March 5, 2025, with hearings expected to begin in the **fourth quarter of 2025**[28](index=28&type=chunk) - The ACC approved the GW-Farmers rate case on April 29, 2025, with a **$1.1 million annual revenue increase**, a **9.6% return on equity**, and rates effective in three phases starting May 1, 2025[29](index=29&type=chunk) - The ACC approved the rate case for GW-Saguaro and six other utilities on June 20, 2024, resulting in a collective annual revenue increase of approximately **$351 thousand**, effective in five phases starting July 1, 2024[30](index=30&type=chunk) [4. Revenue Recognition](index=12&type=section&id=4.%20Revenue%20Recognition) This note provides a breakdown of revenue by source and customer class, along with policies for contract balances and credit loss allowances Revenue by Source | Revenue Source (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total water service revenue | 7,368 | 6,668 | 13,348 | 11,894 | | Total wastewater and recycled water service revenue | 6,873 | 6,842 | 13,350 | 13,226 | | Total regulated revenue | 14,241 | 13,510 | 26,698 | 25,120 | Contract Balances | Contract Balance (in thousands of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts receivable, net | 3,830 | 3,233 | | Deferred revenue - ICFA | 22,449 | 21,517 | Allowance for Credit Losses | Credit Loss Allowance (in thousands of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Beginning balance | (163) | (122) | | Credit loss expense | (59) | (103) | | Write-offs | 56 | 90 | | Recoveries | (4) | (28) | | Ending balance | (170) | (163) | [5. Earnings Per Share](index=13&type=section&id=5.%20Earnings%20Per%20Share) This note provides the calculation for basic and diluted earnings per share, including the impact of dilutive securities - For the three and six months ended June 30, 2025, approximately **130,000 share-based awards** were excluded from the diluted EPS calculation because their effect was anti-dilutive[38](index=38&type=chunk) Weighted-Average Shares Outstanding | Metric (in thousands of shares) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Basic weighted-average common shares | 27,463 | 24,199 | 25,925 | 24,188 | | Effect of dilutive securities | 42 | 110 | 62 | 118 | | Diluted weighted-average common shares | 27,505 | 24,309 | 25,987 | 24,306 | [6. Utility Plant](index=14&type=section&id=6.%20Utility%20Plant) This note details the composition of the company's utility plant assets and provides information on depreciation expenses - Depreciation expense for the three and six months ended June 30, 2025, was **$3.2 million** and **$6.4 million**, respectively, an increase from the prior year periods[39](index=39&type=chunk) Utility Plant Composition | Utility Plant (in thousands of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Transmission and distribution plant | 342,068 | 321,075 | | Equipment | 75,931 | 67,917 | | Office buildings and other structures | 68,858 | 67,313 | | Construction in progress | 73,095 | 54,388 | | Land | 2,315 | 2,300 | | Total utility plant | 562,267 | 512,993 | [7. Taxes, prepaid expenses and other current assets](index=14&type=section&id=7.%20Taxes%2C%20prepaid%20expenses%20and%20other%20current%20assets) This note provides a detailed breakdown of taxes, prepaid expenses, and other current assets as of the reporting date Current Assets Breakdown | Current Assets (in thousands of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | ICFA receivable | 2,191 | 1,871 | | Prepaid expenses | 697 | 648 | | Buckeye growth premium receivable | 615 | 738 | | Prepaid insurance | 303 | 533 | | Income taxes receivable | 149 | 149 | | Other current assets | 14 | 141 | | Total taxes, prepaid expenses and other current assets | 3,969 | 4,080 | [8. Goodwill](index=14&type=section&id=8.%20Goodwill) This note explains the changes in goodwill during the reporting period, primarily related to a reclassification to regulatory assets for a rate case - In March 2025, the company reclassified approximately **$3.0 million of goodwill** to regulatory assets to establish an acquisition premium related to the GW-Farmers rate case[42](index=42&type=chunk) Goodwill Reconciliation | Goodwill Movement (in thousands of USD) | Amount | | :--- | :--- | | Balance at December 31, 2024 | 9,486 | | Reclassification to regulatory assets | (2,959) | | Other adjustments | (245) | | Balance at June 30, 2025 | 6,282 | [9. Equity](index=15&type=section&id=9.%20Equity) This note discloses the details of the company's public offering of common stock completed in March 2025 - On March 27, 2025, the company completed a public offering of **3,220,000 shares** of common stock at **$10.00 per share**, raising gross proceeds of approximately **$32.2 million** and net proceeds of approximately **$30.8 million**[43](index=43&type=chunk) - Certain existing shareholders, including directors and their affiliates, purchased **1,439,200 shares** of common stock[43](index=43&type=chunk) [10. Debt](index=15&type=section&id=10.%20Debt) This note details the company's debt arrangements, including updates on its WIFA loan and revolving credit facility - The final disbursement of the WIFA loan was received in May 2025, with an outstanding balance of **$1.6 million** as of June 30, 2025[44](index=44&type=chunk) - The company's revolving credit facility with Northern Trust was amended on April 14, 2025, extending the maturity date to May 18, 2027, and increasing the maximum borrowing amount from **$15 million to $20 million**[45](index=45&type=chunk) - As of June 30, 2025, and December 31, 2024, the company had **no outstanding borrowings** under the revolving credit facility[45](index=45&type=chunk) [11. Accrued Expenses and Other Current Liabilities](index=15&type=section&id=11.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) This note presents a detailed breakdown of accrued expenses and other current liabilities as of the reporting date Current Liabilities Breakdown | Current Liabilities (in thousands of USD) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accrued project liabilities | 4,536 | 5,858 | | Other taxes | 1,550 | 1,648 | | AIAC refund, current portion | 1,431 | 1,431 | | Interest | 1,186 | 1,180 | | Accrued payroll | 1,036 | 991 | | Dividends payable | 695 | 614 | | Customer advances | 545 | 556 | | Accrued franchise fees | 350 | 353 | | Other accrued liabilities | 1,190 | 1,170 | | Total accrued expenses and other current liabilities | 12,519 | 13,801 | [12. Fair Value](index=16&type=section&id=12.%20Fair%20Value) This note provides information on financial assets and liabilities measured at fair value and explains the valuation methods used - The estimated fair value of the contingent consideration (growth premium) related to the GW-Farmers acquisition was **$1.2 million**, and for the GW-Saguaro utilities was **$0.7 million**, remaining unchanged as of June 30, 2025, and December 31, 2024[48](index=48&type=chunk)[49](index=49&type=chunk) Fair Value Measurements | Fair Value Measurement (in thousands of USD) | Total at June 30, 2025 | Total at December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | HUF funds - restricted cash | 507 | 870 | | Certificates of deposit - restricted | 1,649 | 1,239 | | **Liabilities** | | | | Contingent consideration | 1,923 | 1,942 | Fair Value of Long-Term Debt | Long-Term Debt (in thousands of USD) | Carrying Value at June 30, 2025 | Fair Value at June 30, 2025 | Carrying Value at Dec 31, 2024 | Fair Value at Dec 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Long-term debt | 116,803 | 115,145 | 118,518 | 118,702 | [13. Income Taxes](index=17&type=section&id=13.%20Income%20Taxes) This note provides the company's effective tax rate for the reporting periods and explains the primary reasons for rate changes - The increase in the effective tax rate for the second quarter of 2025 was primarily due to differences between book and taxable compensation expense related to **share-based compensation**[53](index=53&type=chunk) - The increase in the effective tax rate for the first half of 2025 was mainly due to a **reduction in deferred tax assets** in the prior year period[53](index=53&type=chunk) - The company is evaluating the impact of the "One Big Beautiful Bill Act" but does not expect a material impact on its results of operations, cash flows, or financial condition[54](index=54&type=chunk) Effective Tax Rate | Effective Tax Rate | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Effective tax rate | 27.7% | 25.7% | 26.6% | 24.9% | [14. Share-based Compensation](index=17&type=section&id=14.%20Share-based%20Compensation) This note details the share-based compensation expenses for employees and non-employees during the reporting periods Share-based Compensation Expense | Share-based Compensation (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total employee share-based compensation | 192 | 268 | 369 | 551 | | Total non-employee share-based compensation | (2) | 53 | (5) | 44 | | Total share-based compensation | 190 | 321 | 364 | 595 | [15. Transactions With Related Parties](index=17&type=section&id=15.%20Transactions%20With%20Related%20Parties) This note discloses transactions between the company and its related parties, including an employee medical benefits plan and stock purchases - The company provides medical benefits to employees through a plan sponsored by an affiliate of a significant shareholder and director, with medical claims paid totaling **$0.5 million** and **$1.0 million** for the three and six months ended June 30, 2025, respectively[56](index=56&type=chunk) - Certain directors and their affiliates purchased a total of **1,439,200 common shares** in the March 2025 public offering[57](index=57&type=chunk) [16. Commitments and Contingencies](index=17&type=section&id=16.%20Commitments%20and%20Contingencies) This note details the company's commitments and contingencies, including growth premiums, ICFA repayment obligations, and asset retirement obligations - As of June 30, 2025, the estimated fair value of the growth premium liability related to the Farmers Water Co acquisition was **$1.2 million**[58](index=58&type=chunk) - The carrying value of the growth premium liability within the GW-Saguaro utility service area was **$0.7 million**[59](index=59&type=chunk) - The company has an obligation to repay ICFA advances related to the CP Water utility through future ICFA fee reductions, with a liability of **$0.9 million**[60](index=60&type=chunk) - As of June 30, 2025, the estimated liability for asset retirement obligations was **$1.0 million**, an increase from $0.7 million at December 31, 2024[61](index=61&type=chunk) - Management is not aware of any legal proceedings that would have a material effect on the company's financial condition, results of operations, or cash flows[62](index=62&type=chunk) [17. Business Segment Information](index=18&type=section&id=17.%20Business%20Segment%20Information) This note states that the company operates as a single segment and provides a reconciliation of non-GAAP measures used by management - The company operates as a **single operating and reportable segment**, providing regulated water, wastewater, and recycled water services primarily within one geographic region in Arizona[63](index=63&type=chunk) Reconciliation of Non-GAAP Measures | Metric (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income | 1,612 | 1,730 | 2,203 | 2,421 | | EBITDA | 6,826 | 6,565 | 12,307 | 11,768 | | Adjusted EBITDA | 6,935 | 6,793 | 12,577 | 12,197 | [18. Other, Net](index=20&type=section&id=18.%20Other%2C%20Net) This note presents the components of "Other, Net" for the reporting periods, primarily consisting of the Buckeye growth premium and AFUDC-Equity Components of Other, Net | Other, Net (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Buckeye growth premium | 615 | 480 | 1,233 | 1,257 | | AFUDC-Equity | 277 | 237 | 556 | 444 | | Other | (3) | 55 | (2) | 73 | | Total Other, Net | 889 | 772 | 1,787 | 1,774 | [19. Supplemental Cash Flow Information](index=20&type=section&id=19.%20Supplemental%20Cash%20Flow%20Information) This note provides supplemental cash flow data, including cash paid for interest and income taxes, and non-cash activities Supplemental Cash Flow Data | Supplemental Cash Flow Info (in thousands of USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cash paid for interest (net of capitalized amounts) | 2,839 | 2,290 | | Cash paid for income taxes | 1,027 | — | | Operating cash flows used for operating leases | 192 | 153 | | Capital expenditures (accrued in accounts payable and accrued liabilities) | 5,067 | 710 | | Utility plant constructed and contributed by developers | 15,424 | 2,645 | | Increase in asset retirement obligations | 278 | — | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, covering business outlook, key performance factors, and a comparative analysis of liquidity and capital resources [Overview](index=21&type=section&id=Overview) The company is a water resource management firm that owns and operates 39 utility systems in Arizona using a "Total Water Management" approach - GWRI is a water resource management company that owns, operates, and manages **39 water, wastewater, and recycled water utility systems** in the Phoenix and Tucson metropolitan areas of Arizona[71](index=71&type=chunk) - The company employs a **"Total Water Management"** approach to reduce reliance on scarce water resources and ensure sustainability through recycled water reuse and regional planning[71](index=71&type=chunk)[76](index=76&type=chunk) [Business Outlook](index=22&type=section&id=Business%20Outlook) The company continues to experience organic growth and is optimistic about long-term prospects despite a recent downturn in housing permit forecasts - As of June 30, 2025, the company's active connections **grew by 3.8% year-over-year**, demonstrating organic growth[72](index=72&type=chunk) - The Phoenix metropolitan area's population is projected to reach **5.8 million by 2030** and **6.5 million by 2040**[72](index=72&type=chunk) Phoenix Metro Housing Permit Forecast | Phoenix Metro Area Housing Permit Forecast | 2025 | 2026 | | :--- | :--- | :--- | | Single-family permits | 24,010 | 24,090 | | Multi-family permits | 10,559 | 10,728 | Housing Equivalent Permits (Y-o-Y Change) | Housing Equivalent Permits (Y-o-Y Change) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | City of Maricopa single-family permits | 177 | 233 | (24)% | 365 | 558 | (35)% | | Phoenix Metro single-family permits | 5,929 | 6,898 | (14)% | 12,337 | 14,433 | (15)% | | City of Maricopa multi-family equivalent permits | 86 | 776 | (89)% | 290 | 1,176 | (75)% | [Factors Affecting our Results of Operations](index=22&type=section&id=Factors%20Affecting%20our%20Results%20of%20Operations) This section discusses various factors influencing the company's performance, including growth, acquisitions, regulation, investment, costs, weather, and water supply [Population and Community Growth](index=23&type=section&id=Population%20and%20Community%20Growth) Population and community growth in the Phoenix metropolitan area directly drive revenue and variable expense growth through an increase in active service connections - As of June 30, 2025, active service connections increased by **2,383, or 3.8%**, to **65,639**, primarily due to organic growth in the service area[80](index=80&type=chunk) - Approximately **89.8%** of active service connections are served by the GW-Santa Cruz and GW-Palo Verde utilities[80](index=80&type=chunk) [Recent Acquisition Activity](index=24&type=section&id=Recent%20Acquisition%20Activity) The company recently acquired seven water systems in Tucson to expand its customer base and improve operational efficiency through integration and upgrades - On July 8, 2025, the company completed the acquisition of seven water systems from Tucson Water, serving approximately **2,200 water connections** and expected to generate about **$1.5 million** in annual revenue[84](index=84&type=chunk) - This acquisition brings the company's total customer count in Pima County to approximately **7,200**, and the company plans to upgrade these systems by installing AMI smart water meters[84](index=84&type=chunk) [Economic and Environmental Utility Regulation](index=24&type=section&id=Economic%20and%20Environmental%20Utility%20Regulation) The company is extensively regulated by the ACC and must comply with environmental rules, which may increase costs but are typically recoverable through rates - The ACC sets **"just and reasonable" rates** by evaluating the "used and useful" nature of utility plant and the "prudence" of costs using a historical test year[85](index=85&type=chunk) - Revenue for the company's water utilities consists of a fixed fee and a consumption-based volumetric fee, while wastewater services are based on a fixed fee[86](index=86&type=chunk) - The EPA has finalized Maximum Contaminant Levels (MCLs) for six PFAS, and the company expects compliance to **increase capital expenditures and operating costs**[89](index=89&type=chunk) - The company has completed its service line inventory, found **no lead pipes**, and does not expect the new Lead and Copper Rule to materially impact its results of operations[93](index=93&type=chunk) [Infrastructure Investment](index=25&type=section&id=Infrastructure%20Investment) Infrastructure investment is a key driver of earnings growth by expanding the "used and useful" rate base, which is supported by a capital improvement plan - Capital expenditures are a component of the rate base, and the company recovers a return on equity and debt service costs on these investments through rates[94](index=94&type=chunk) - As of December 31, 2024, the company's estimated rate base was **$212.5 million**, an **82% increase** since 2019[96](index=96&type=chunk) [Production and Treatment Costs](index=25&type=section&id=Production%20and%20Treatment%20Costs) Significant production costs are incurred for water and wastewater services, and while generally recoverable, regulatory lag can impact profits during periods of cost increases - The company's most significant costs include **labor, water and wastewater treatment chemicals, and electricity** for operating pumps and other equipment[97](index=97&type=chunk) - **Regulatory lag** can lead to decreased profit margins and earnings when production costs or other operating expenses increase significantly[97](index=97&type=chunk) [Weather and Seasonality](index=26&type=section&id=Weather%20and%20Seasonality) Customer water consumption is influenced by weather, with higher demand in summer, and the company's geographic concentration makes it sensitive to extreme weather patterns - Customer water usage is affected by weather conditions, with **higher demand in the summer** due to increased temperatures and outdoor uses like irrigation[99](index=99&type=chunk) - The geographic concentration of the company's service areas makes its operations **more sensitive to extreme weather patterns**[100](index=100&type=chunk) - The **second and third quarters** are typically the highest revenue periods for water and wastewater services[100](index=100&type=chunk) [Access to and Quality of Water Supply](index=26&type=section&id=Access%20to%20and%20Quality%20of%20Water%20Supply) The company relies on groundwater and recycled water, faces water resource constraints in parts of Pima County, and expects a new "farm-to-city" program to support sustainability - The company primarily relies on **groundwater and recycled water supplies** to meet future demand in its service areas[101](index=101&type=chunk) - Water resource constraints exist in areas near the City of Maricopa in Pima County, which could affect developers' ability to obtain final plat approval[101](index=101&type=chunk) - Arizona's **"farm-to-city" program** (Senate Bill 1611), signed in June 2025, allows agricultural water rights to be converted for new development, which is expected to promote water sustainability and regional growth[102](index=102&type=chunk) [Rate Regulation Updates](index=26&type=section&id=Rate%20Regulation%20Updates) The ACC has approved a "formula rate plan" policy to allow for more predictable rate adjustments, and the company has filed a new rate case seeking a significant revenue increase - In December 2024, the ACC approved a **"Formula Rate Policy Statement"** allowing utilities to adjust rates annually based on a pre-approved formula to reduce "regulatory lag"[103](index=103&type=chunk) - On March 5, 2025, GW-Santa Cruz and GW-Palo Verde filed a rate case requesting a net annual revenue increase of approximately **$6.5 million**, to be implemented in two phases starting May 2026[105](index=105&type=chunk) - The company has proposed adopting a **formula rate** in the future for smaller, more gradual annual updates to costs and investments[105](index=105&type=chunk) Recent Rate Case History | Company | Approved ROE | Approved Incremental Annual Revenue (in millions of USD) | Application Date | ACC Decision No | Rate Effective Date | | :--- | :--- | :--- | :--- | :--- | :--- | | GW-Santa Cruz | 9.20% | 1.2 | July 22, 2020 | 78644 | July 1, 2022 | | GW-Palo Verde | 9.20% | 0.7 | July 22, 2020 | 78644 | July 1, 2022 | | GW-Farmers | 9.60% | 1.1 | June 27, 2024 | 80695 | May 1, 2025 | [Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024](index=28&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Total revenue grew 5.4% to $14.2 million, but an 8.5% increase in operating expenses led to a 6.3% decline in operating income and a 6.8% drop in net income - Revenue growth was primarily driven by organic growth in active water and wastewater connections, increased water and recycled water consumption, and rate increases for GW-Saguaro and GW-Farmers[111](index=111&type=chunk) - The increase in operations and maintenance personnel costs was mainly due to higher salaries and medical costs from filling vacant positions[113](index=113&type=chunk) - The increase in depreciation and amortization was primarily attributable to an increase in depreciable fixed assets and additional amortization from a new office lease[115](index=115&type=chunk) Q2 Operating Results Summary | Metric (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 14,241 | 13,510 | 731 | 5.4% | | Operating expenses | 11,621 | 10,713 | (908) | (8.5)% | | Operating income | 2,620 | 2,797 | (177) | (6.3)% | | Net income | 1,612 | 1,730 | (118) | (6.8)% | | Basic earnings per share | 0.06 | 0.07 | (0.01) | (14.3)% | Q2 Revenue Breakdown | Revenue Detail (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total water service revenue | 7,368 | 6,668 | 700 | 10.5% | | Total wastewater and recycled water service revenue | 6,873 | 6,842 | 31 | 0.5% | | Active water connections | 36,382 | 35,128 | 1,254 | 3.6% | | Active wastewater connections | 29,257 | 28,128 | 1,129 | 4.0% | | Water consumption (million gallons) | 1,201 | 1,110 | 91 | 8.2% | | Recycled water consumption (million gallons) | 289 | 232 | 57 | 24.5% | Q2 Operating Expense Breakdown | Operating Expense Detail (in thousands of USD) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Operations and maintenance personnel costs | 1,356 | 1,184 | (172) | (14.5)% | | Utilities, chemicals, and repairs | 1,183 | 1,084 | (99) | (9.1)% | | Depreciation and amortization | 3,317 | 2,996 | (321) | (10.7)% | | Total operations and maintenance expenses | 3,917 | 3,485 | (432) | (12.4)% | | Total general and administrative expenses | 4,387 | 4,232 | (155) | (3.7)% | | Total operating expenses | 11,621 | 10,713 | (908) | (8.5)% | [Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024](index=31&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Total revenue grew 6.3% to $26.7 million, but an 8.4% increase in operating expenses led to a 4.7% decline in operating income and a 9.0% drop in net income - Revenue growth was primarily driven by organic growth in active water and wastewater connections, increased water and recycled water consumption, and rate increases for GW-Saguaro and GW-Farmers[119](index=119&type=chunk) - The increase in utilities, chemicals, and repairs expense was mainly due to **higher electricity purchases ($0.2 million)** and **increased chemical costs ($0.1 million)** to support higher consumption and equipment operation[122](index=122&type=chunk) - The increase in depreciation and amortization was primarily attributable to a **6.7% increase in depreciable fixed assets** and additional amortization from a new office lease[125](index=125&type=chunk) H1 Operating Results Summary | Metric (in thousands of USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 26,698 | 25,120 | 1,578 | 6.3% | | Operating expenses | 22,823 | 21,056 | (1,767) | (8.4)% | | Operating income | 3,875 | 4,064 | (189) | (4.7)% | | Net income | 2,203 | 2,421 | (218) | (9.0)% | | Basic earnings per share | 0.08 | 0.10 | (0.02) | (20.0)% | H1 Revenue Breakdown | Revenue Detail (in thousands of USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total water service revenue | 13,348 | 11,894 | 1,454 | 12.2% | | Total wastewater and recycled water service revenue | 13,350 | 13,226 | 124 | 0.9% | | Active water connections | 36,382 | 35,128 | 1,254 | 3.6% | | Active wastewater connections | 29,257 | 28,128 | 1,129 | 4.0% | | Water consumption (million gallons) | 2,037 | 1,783 | 254 | 14.2% | | Recycled water consumption (million gallons) | 399 | 301 | 98 | 32.5% | H1 Operating Expense Breakdown | Operating Expense Detail (in thousands of USD) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Operations and maintenance personnel costs | 2,696 | 2,477 | (219) | (8.8)% | | Utilities, chemicals, and repairs | 2,215 | 1,875 | (340) | (18.1)% | | Depreciation and amortization | 6,645 | 5,930 | (715) | (12.1)% | | Total operations and maintenance expenses | 7,604 | 6,769 | (835) | (12.3)% | | Total general and administrative expenses | 8,574 | 8,357 | (217) | (2.6)% | | Total operating expenses | 22,823 | 21,056 | (1,767) | (8.4)% | [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company funds its operations through cash flow, debt, equity, and grants, and believes its current resources are sufficient for future needs - The company's primary capital sources are **internal operating cash flow, debt and equity financing, and government grants**[128](index=128&type=chunk) - On March 27, 2025, the company raised approximately **$30.8 million in net proceeds** from a public offering of common stock[130](index=130&type=chunk) - WIFA awarded a **$1.6 million grant** to the GW-Farmers utility for smart water meter replacement[131](index=131&type=chunk) - The revolving credit facility was increased to **$20 million** with its maturity extended to May 18, 2027, and had **no outstanding balance** as of June 30, 2025[133](index=133&type=chunk) - The company expects its existing cash and **$20 million revolving credit facility** to be sufficient to meet its operational and capital needs for the next 12 months and beyond, while remaining in compliance with debt covenants[137](index=137&type=chunk) - The company maintains a monthly dividend program, currently set at **$0.02533 per share** (annualized at $0.30396)[138](index=138&type=chunk) - For the six months ended June 30, 2025, net cash provided by operating activities was **$8.8 million**, net cash used in investing activities was **$35.4 million**, and net cash provided by financing activities was **$27.8 million**[140](index=140&type=chunk)[141](index=141&type=chunk)[144](index=144&type=chunk) - As of June 30, 2025, the company was in **compliance with the financial debt covenants** under its senior secured notes and Northern Trust loan agreement[146](index=146&type=chunk) [ITEM 3. Qualitative and Quantitative Disclosures About Market Risk](index=35&type=section&id=ITEM%203.%20Qualitative%20and%20Quantitative%20Disclosures%20About%20Market%20Risk) This section states that disclosures about market risk are not applicable - This section is **not applicable**[149](index=149&type=chunk) [ITEM 4. Controls and Procedures](index=35&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective, and no material changes were made to internal controls - As of June 30, 2025, the company's disclosure controls and procedures were determined to be **effective**[149](index=149&type=chunk) - There were **no material changes** to the company's internal controls during the fiscal quarter ended June 30, 2025[150](index=150&type=chunk) [PART II. OTHER INFORMATION](index=37&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. Legal Proceedings](index=37&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material impact - The company is **not involved in any legal proceedings** expected to have a material impact on it[151](index=151&type=chunk) [ITEM 1A. Risk Factors](index=37&type=section&id=ITEM%201A.%20Risk%20Factors) This section updates risk factors, highlighting regulatory dependence for expansion and water resource limitations in Pima County - The company's expansion into new service areas and existing water/wastewater services **depend on regulatory approvals**, and failure to obtain them would adversely affect future growth[152](index=152&type=chunk) - **Water resource limitations** near the City of Maricopa in Pima County could affect developers' ability to obtain final plat approval, thereby limiting future growth[153](index=153&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section discloses that no unregistered equity securities were sold and details stock repurchases to cover employee tax obligations - There were **no sales of unregistered securities** during the three months ended June 30, 2025[155](index=155&type=chunk) - The shares purchased represent shares withheld from employees or board members to satisfy tax obligations related to the vesting of restricted stock awards[158](index=158&type=chunk) Share Repurchases | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | May 1, 2025 to May 31, 2025 | 11,347 | $10.41 | [ITEM 3. Defaults Upon Senior Securities](index=38&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) This section states that no defaults upon senior securities occurred during the reporting period - There were **no defaults upon senior securities**[159](index=159&type=chunk) [ITEM 4. Mine Safety Disclosures](index=38&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable - Mine safety disclosures are **not applicable**[160](index=160&type=chunk) [ITEM 5. Other Information](index=38&type=section&id=ITEM%205.%20Other%20Information) This section discloses that no Rule 10b5-1 trading plans were adopted or terminated by directors or officers during the period - During the three months ended June 30, 2025, **no director or officer** of the company adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement[161](index=161&type=chunk) [ITEM 6. Exhibits](index=39&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the report, including corporate charters, loan agreement amendments, and XBRL files - Exhibits include the company's Articles of Incorporation, Amended Bylaws, the Sixth Modification Agreement with Northern Trust Company, and **XBRL-related files**[162](index=162&type=chunk) [Signatures](index=40&type=section&id=Signatures) The report was duly signed on behalf of the company by its Chief Financial Officer - The report was signed on August 13, 2025, by **Michael J. Liebman, Chief Financial Officer and Corporate Secretary**, on behalf of Global Water Resources, Inc[167](index=167&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ Form 10-Q ______________________ (Mark one) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from BANK OF THE JAMES FINANCIAL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) _____ ...

Exhibit 99.1 KIMBALL ELECTRONICS REPORTS Q4 RESULTS WITH SOLID FINISH TO THE FISCAL YEAR; COMPANY PROVIDES GUIDANCE FOR FISCAL 2026 JASPER, Ind., August 13, 2025 -- (BUSINESS WIRE) -- Kimball Electronics, Inc. (Nasdaq: KE) today announced financial results for the fourth quarter and fiscal year ended June 30, 2025. "I'm encouraged by the results for the fourth quarter and solid finish to the fiscal year. Q4 came in better than expected, as sales increased sequentially, margins improved, and working capital ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported a net loss of $1.76 million for the quarter ended June 30, 2025, an improvement from a $2.57 million loss in the prior-year period, primarily due to lower operating expenses, with total assets decreasing to $5.3 million from $7.4 million and net cash used in operating activities approximately $1.7 million, while also highlighting a 1-for-8 reverse stock split and substantial doubt about its ability to continue as a going concern [Condensed Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, total assets were $5.31 million, a decrease from $7.36 million on March 31, 2025, primarily driven by a reduction in cash and cash equivalents from $5.50 million to $3.77 million, while total liabilities decreased to $1.88 million from $2.24 million and total stockholders' equity fell from $5.12 million to $3.42 million over the same period Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 ($) | March 31, 2025 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,765,154 | $5,501,261 | | Total current assets | $4,050,858 | $5,949,800 | | Total assets | $5,306,002 | $7,359,534 | | **Liabilities & Equity** | | | | Total current liabilities | $1,627,437 | $1,899,286 | | Total liabilities | $1,882,489 | $2,236,004 | | Total stockholders' equity | $3,423,513 | $5,123,530 | | Total liabilities and stockholders' equity | $5,306,002 | $7,359,534 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the three months ended June 30, 2025, the company reported a net loss of $1.76 million, or ($0.85) per share, a reduction from the net loss of $2.57 million, or ($2.76) per share, in the same period of 2024, driven by a significant decrease in total operating expenses to $1.79 million from $2.62 million year-over-year Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | | :--- | :--- | :--- | | Total operating expenses | $1,792,390 | $2,620,858 | | Operating Loss | ($1,792,390) | ($2,620,858) | | Net Loss | ($1,761,858) | ($2,571,440) | | Basic and diluted net loss per share | ($0.85) | ($2.76) | | Weighted average shares outstanding | 2,076,416 | 932,248 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the three months ended June 30, 2025, net cash used in operating activities was $1.71 million, comparable to the $1.75 million used in the prior-year period, with minimal net cash used in financing activities at $5,357, a stark contrast to the $5.38 million provided by financing activities in the same quarter of 2024, resulting in a total cash position decrease of $1.74 million Cash Flow Summary (Unaudited) | Activity | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,714,937) | ($1,747,537) | | Net cash (used in) provided by financing activities | ($5,357) | $5,379,229 | | Net (decrease) increase in cash | ($1,735,790) | $3,630,402 | | Cash, cash equivalents and restricted cash at end of period | $3,863,284 | $9,159,885 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The notes detail the company's focus on the Hemopurifier® for cancer and viral infections, with an ongoing Phase 1 oncology trial in Australia, a 1-for-8 reverse stock split in June 2025, and crucially, substantial doubt about the company's ability to continue as a going concern due to insufficient cash to fund operations for the next twelve months - The company is focused on developing the Hemopurifier® for cancer and life-threatening viral infections, with the FDA granting it **"Breakthrough Device" designation** for two indications[18](index=18&type=chunk)[23](index=23&type=chunk) - A Phase 1 oncology trial is underway in Australia, with **three participants treated** in the first cohort showing no safety concerns, and enrollment for the second cohort is open, while a planned trial in India was canceled to conserve resources[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - A **1-for-8 reverse stock split** was effected on June 9, 2025, with all share and per-share amounts retroactively adjusted[29](index=29&type=chunk)[43](index=43&type=chunk) - Management has concluded there is **substantial doubt** about the Company's ability to continue as a going concern, as existing cash is not sufficient to fund operations for at least twelve months[32](index=32&type=chunk) Research and Development Expenses | Period | R&D Expense ($) | | :--- | :--- | | Three months ended June 30, 2025 | $524,368 | | Three months ended June 30, 2024 | $414,658 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's focus on the Hemopurifier® and the progress of its Phase 1 oncology trial in Australia, noting the strategic decision to cancel a similar trial in India to conserve capital, leading to a 31.6% decrease in operating expenses and a reduced net loss of $1.76 million, but highlighting major liquidity concerns with only $3.8 million in cash, raising substantial doubt about its ability to continue as a going concern [Overview](index=18&type=section&id=Overview) The company is a medical therapeutic firm developing the Hemopurifier®, a clinical-stage device for cancer and viral infections, with primary focus on a Phase 1 oncology trial in Australia, which is now enrolling for its second cohort after the initial cohort showed a favorable safety profile, while also conducting pre-clinical research for new applications - The company's primary clinical development priority is the ongoing Phase 1 oncology trial in Australia for the Hemopurifier®[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - A strategic decision was made to discontinue efforts for a clinical trial in India to conserve resources and focus on the Australian trial[79](index=79&type=chunk) - Pre-clinical research continues to explore new applications, including a study on removing platelet-derived extracellular vesicles, which showed **>98% removal** from human plasma in a simulated session[82](index=82&type=chunk) [Results of Operations](index=20&type=section&id=RESULTS%20OF%20OPERATIONS) For the quarter ended June 30, 2025, operating expenses decreased by $828,468 (31.6%) to $1.79 million compared to the prior-year period, mainly due to a $673,802 reduction in payroll and related expenses, a $138,050 decrease in professional fees, and a $16,616 drop in general and administrative costs, consequently improving the net loss to $1.76 million from $2.57 million year-over-year Operating Expenses Comparison (Q2 2025 vs Q2 2024) | Expense Category | Q2 2025 ($) | Q2 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Payroll and related | $581,000 | $1,254,802 | ($673,802) | (53.7%) | | Professional fees | $476,032 | $614,082 | ($138,050) | (22.5%) | | General and administrative | $735,358 | $751,974 | ($16,616) | (2.2%) | | **Total Operating Expenses** | **$1,792,390** | **$2,620,858** | **($828,468)** | **(31.6%)** | - The decrease in payroll expenses was primarily due to the absence of a **$320,604 severance accrual** from the prior year and lower compensation costs from reduced headcount[88](index=88&type=chunk) - Net loss decreased to **$1.76 million** from **$2.57 million** in the prior-year quarter[92](index=92&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of June 30, 2025, the company had a cash balance of $3.77 million and working capital of $2.42 million, but management explicitly states this cash is not sufficient to fund operations for the next twelve months, creating substantial doubt about its ability to continue as a going concern and requiring significant additional financing to sustain operations and clinical trials - The company does not expect its existing cash of **$3.77 million** (as of June 30, 2025) to be sufficient to fund operations for at least the next twelve months[93](index=93&type=chunk) - The company must obtain **significant additional financing** to sustain working capital and fund planned clinical trials[94](index=94&type=chunk) Cash Flow Summary (in thousands) | Activity | For the three months ended June 30, 2025 ($ in thousands) | For the three months ended June 30, 2024 ($ in thousands) | | :--- | :--- | :--- | | Operating activities | $(1,715) | $(1,748) | | Investing activities | – | – | | Financing activities | (5) | 5,379 | [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is not required to provide this information as it qualifies as a smaller reporting company - As a smaller reporting company, Aethlon Medical is not required to provide the information for this item[106](index=106&type=chunk) [Controls and Procedures](index=23&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the quarter, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[109](index=109&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter[110](index=110&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=24&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports that it is not currently a party to any pending or threatened legal proceedings - The company is not presently a party to any pending or threatened legal proceedings[112](index=112&type=chunk) [Risk Factors](index=24&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K, with key risks including a history of significant losses, the need for additional financing, reliance on third-party suppliers, potential for technology obsolescence, extensive regulation, and risks related to maintaining its Nasdaq listing - There have been no material changes to the risk factors previously disclosed in the Annual Report for the fiscal year ended March 31, 2025[114](index=114&type=chunk) - Principal risks include: history of significant losses, need for additional financing, reliance on third-party suppliers, potential technology obsolescence, regulatory hurdles, and maintaining Nasdaq listing compliance[113](index=113&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company did not issue or sell any unregistered securities during the three-month period ended June 30, 2025 - No unregistered securities were issued or sold during the three months ended June 30, 2025[115](index=115&type=chunk) [Other Information](index=25&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the quarter ended June 30, 2025, none of the company's directors or officers entered into, modified, or terminated a Rule 10b5-1 trading arrangement - No directors or officers entered into, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter[118](index=118&type=chunk) [Exhibits](index=26&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the quarterly report, including corporate governance documents, forms of securities, and officer certifications

[Q2 2025 Earnings Release and Corporate Update](index=1&type=section&id=Q2%202025%20Earnings%20Release%20and%20Corporate%20Update) This report details STRATA's Q2 2025 financial performance, strategic growth initiatives, and key operational highlights [Executive Summary and Business Highlights](index=1&type=section&id=Executive%20Summary%20and%20Business%20Highlights) STRATA expands its XTRAC laser market with new reimbursement codes, achieving operational gains and near cash flow breakeven - The company's growth strategy focuses on expanding into new indications for its XTRAC Excimer laser, leveraging revised reimbursement codes that could more than **triple** the available patient population[3](index=3&type=chunk)[4](index=4&type=chunk) - STRATA is strengthening its intellectual property around the combined use of its excimer laser with JAK inhibitors, an emerging treatment paradigm[4](index=4&type=chunk) - In Q2, the company placed **19 new XTRAC devices**, the highest number in six quarters, while removing 21 from underperforming accounts[4](index=4&type=chunk) - Average gross billings per device increased by **2.7%** over the comparable prior-year period to **$5,512**[4](index=4&type=chunk) - The company ended the quarter with **$6.0 million** in cash and was nearly at operating cash flow breakeven after adjusting for a **$1.3 million** tax payment and approximately **$340 thousand** in legal expenses[4](index=4&type=chunk) [Financial Performance](index=2&type=section&id=Financial%20Performance) Q2 2025 revenue decreased 9% to $7.7 million, resulting in a $2.5 million net loss and negative adjusted EBITDA [Q2 2025 Financial Results](index=2&type=section&id=Q2%202025%20Financial%20Results) Q2 2025 revenue declined 9% to $7.7 million, with gross profit at $4.3 million and a net loss of $2.5 million Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | Q2 2025 (Millions USD) | Q2 2024 (Millions USD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | $7.7M | $8.4M | -9% | | Global Recurring Revenue | $5.1M | - | -4% | | Equipment Revenue | $2.5M | - | -18% | | Gross Profit | $4.3M | $5.0M | -14% | | Gross Margin | 56% | ~59% | -3 p.p. | | Operating Expenses | $6.5M | $5.5M | +18% | | Net Loss | ($2.5M) | ($0.1M) | -2400% | | EPS (basic & diluted) | ($0.60) | ($0.03) | -1900% | | Cash and Equivalents | $6.0M | - | - | - The significantly lower net loss in Q2 2024 was partially due to the benefit of **$864 thousand** in funds from the Coronavirus Aid, Relief, and Economic Security ("Cares") act[6](index=6&type=chunk) [Non-GAAP Financial Measures & Reconciliations](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) Q2 2025 Non-GAAP Adjusted EBITDA was a loss of $0.76 million, reversing prior-year positive, with XTRAC billings reconciled to GAAP revenue Reconciliation of Net Loss to Non-GAAP Adjusted EBITDA (in thousands) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net loss | $(2,489) | $(99) | | Non-GAAP EBITDA | $(890) | $1,713 | | **Non-GAAP adjusted EBITDA** | **$(762)** | **$1,012** | Reconciliation of XTRAC Gross Billings to GAAP Revenue (in thousands) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Gross domestic recurring billings | $4,652 | $4,735 | | **GAAP domestic revenue** | **$4,417** | **$4,715** | [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) Consolidated statements as of June 30, 2025, show total assets of $30.7 million, liabilities of $30.4 million, and equity of $0.3 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets were $30.7 million, with cash at $6.0 million and stockholders' equity significantly reduced to $0.3 million Key Balance Sheet Items (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $5,966 | $7,261 | | Total assets | $30,722 | $36,157 | | Total liabilities | $30,414 | $31,185 | | Total stockholders' equity | $308 | $4,972 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenues were $7.7 million, with a gross profit of $4.3 million, leading to a net loss of $2.5 million Statement of Operations Summary - Three Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenues, net | $7,663 | $8,435 | | Gross profit | $4,306 | $4,977 | | Total operating expenses | $6,530 | $5,463 | | Loss from operations | $(2,224) | $(486) | | **Net loss** | **$(2,489)** | **$(99)** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for the six months ended June 30, 2025, increased to $2.5 million, with cash ending at $6.0 million Cash Flow Summary - Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,491) | $(213) | | Net cash used in investing activities | $(138) | $(1,070) | | Net cash provided by financing activities | $0 | $(18) | | **Net decrease in cash** | **$(2,629)** | **$(1,301)** | | **Cash at end of period** | **$5,966** | **$6,817** | [Corporate Information](index=2&type=section&id=Corporate%20Information) This section outlines STRATA's business model, partnership program, earnings call details, and forward-looking statement disclaimers - STRATA is a medical technology company focused on dermatologic conditions, offering products like XTRAC® and VTRAC® through a unique fee-per-treatment partnership program rather than direct equipment sales[15](index=15&type=chunk)[16](index=16&type=chunk) - An earnings conference call was scheduled for 4:30 p.m. ET on August 13, 2025, to discuss the financial results and corporate developments[8](index=8&type=chunk) - The press release contains a "Safe Harbor" statement, cautioning that forward-looking statements are subject to significant uncertainties and risks and are not guarantees of future performance[17](index=17&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 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 000-32929 PERASO INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer Incorpora ...

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 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: 001-42583 Sizzle Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other juri ...

[Part I – Financial Information](index=5&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) For the six months ended June 30, 2025, The Oncology Institute, Inc. reported total operating revenue of $224.2 million, a 16% increase year-over-year, driven primarily by a 33% growth in dispensary revenue, while recording a net loss of $36.6 million, slightly higher than the $35.4 million loss in the prior-year period, with cash and cash equivalents decreasing to $30.3 million from $49.7 million at year-end 2024, and net cash used in operating activities improving significantly to $15.2 million from $31.5 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to $159.8 million from $172.7 million at December 31, 2024, primarily due to a $19.4 million reduction in cash and cash equivalents, while total liabilities remained relatively stable at $168.8 million, shifting the company's financial position from a total stockholders' equity of $3.6 million to a total stockholders' deficit of $9.0 million Condensed Consolidated Balance Sheet Summary | Financial Item | June 30, 2025 ($ in thousands) | December 31, 2024 ($ in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 30,292 | 49,669 | | Total current assets | 104,792 | 112,435 | | Total assets | 159,798 | 172,717 | | **Liabilities** | | | | Total current liabilities | 64,778 | 52,231 | | Long-term debt, net | 75,023 | 93,131 | | Total liabilities | 168,783 | 169,128 | | **Stockholders' Equity (Deficit)** | | | | Total stockholders' equity (deficit) | (8,985) | 3,589 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2025, total operating revenue increased by 21.5% to $119.8 million year-over-year, driven by a 40.8% surge in dispensary revenue, with loss from operations improving to $11.2 million from $16.4 million in Q2 2024, though the net loss widened to $17.0 million from $15.5 million due to a $4.0 million unfavorable change in the fair value of conversion option derivative liabilities, resulting in a six-month revenue growth of 16% to $224.2 million and a net loss of $36.6 million Condensed Consolidated Statements of Operations Summary | Metric ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total operating revenue** | **119,802** | **98,578** | **224,208** | **193,244** | | Patient services revenue | 55,891 | 52,461 | 108,959 | 104,914 | | Dispensary revenue | 62,573 | 44,440 | 111,866 | 84,119 | | Loss from operations | (11,211) | (16,364) | (21,122) | (34,336) | | **Net loss** | **(17,009)** | **(15,479)** | **(36,594)** | **(35,368)** | | Net loss per share, basic & diluted | (0.15) | (0.17) | (0.35) | (0.39) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities significantly improved to $15.2 million from $31.5 million in the prior-year period, despite a similar net loss, driven by changes in working capital and non-cash adjustments, while net cash used in investing activities was $1.4 million, a sharp contrast to the $37.6 million provided in the prior year, and financing activities used $2.8 million, primarily for a $20 million debt repayment partially offset by $15.4 million in private placement proceeds, leading to an overall $19.4 million decrease in cash and cash equivalents Condensed Consolidated Statements of Cash Flows Summary | Cash Flow Activity ($ in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (15,190) | (31,543) | | Net cash (used in) provided by investing activities | (1,410) | 37,564 | | Net cash used in financing activities | (2,777) | (3,085) | | **Net (decrease) increase in cash** | **(19,377)** | **2,936** | | Cash at beginning of period | 49,669 | 33,488 | | **Cash at end of period** | **30,292** | **36,424** | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business operations, significant accounting policies, and financial activities, including a Research Services Agreement with Helios to operate the Clinical Trials segment, a February 2025 debt amendment involving a $20 million prepayment and covenant removal, and a March 2025 private placement raising $16.5 million in gross proceeds, with the company concluding it has sufficient liquidity to operate as a going concern for at least one year, and providing breakdowns of revenue, debt, share-based compensation, and segment performance, showing strong growth in the Dispensary segment - On March 31, 2025, the Company entered into a Research Services Agreement with Helios CR, Inc., under which the Clinical Trials segment will be operated by Helios in a profit-sharing arrangement, which resulted in a **$2.4 million loss** from the write-off of the segment's net assets[23](index=23&type=chunk) - The company evaluated its financial condition and concluded it has **sufficient liquidity to fund operations for at least one year** from the issuance date of the financial statements, supported by a debt amendment, a private placement, and cost reduction initiatives[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - In February 2025, the company amended its Facility Agreement, making a **$20 million partial debt prepayment** and removing a covenant that required maintaining a **$40 million cash balance**[102](index=102&type=chunk)[103](index=103&type=chunk) - In March 2025, the company completed a private placement (PIPE) resulting in **gross proceeds of approximately $16.5 million** and an associated exchange of **$4.1 million in debt for equity and warrants**[139](index=139&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 21.5% year-over-year revenue growth in Q2 2025 to a 40.8% increase in dispensary revenue and a 6.5% rise in patient services revenue, with dispensary growth driven by a 102.8% increase in prescription fills, while successfully reducing SG&A expenses by 3.5% in Q2 2025 through cost discipline and operational efficiency initiatives, including planned AI pilots for automation, leading to significant Adjusted EBITDA improvement with a loss of $4.1 million in Q2 2025 compared to a loss of $8.7 million in Q2 2024, and believing it has sufficient liquidity for the next year, supported by a recent private placement, debt restructuring, and improved cash flow from operations [Results of Operations](index=42&type=section&id=Results%20of%20Operations) For Q2 2025, total operating revenue increased 21.5% to $119.8 million from $98.6 million in Q2 2024, driven by a 40.8% increase in Dispensary revenue and a 6.5% increase in Patient Services revenue, with operating expenses as a percentage of revenue decreasing from 116.6% to 109.4%, leading to an improved operating loss of $11.2 million versus $16.4 million in the prior-year quarter, aided by a 3.5% reduction in SG&A expenses due to cost discipline Operating Revenue by Category | Revenue Category ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Patient services | 55,891 | 52,461 | 3,430 | 6.5% | | Dispensary | 62,573 | 44,440 | 18,133 | 40.8% | | Clinical trials & other | 1,338 | 1,677 | (339) | (20.2)% | | **Total operating revenue** | **119,802** | **98,578** | **21,224** | **21.5%** | - The increase in dispensary revenue was primarily due to a **102.8% increase** in the number of prescription fills, offset by a **30.6% decrease** in average revenue per fill[206](index=206&type=chunk) - Selling, general and administrative (SG&A) expenses **decreased by 3.5%** in Q2 2025 compared to Q2 2024, reflecting cost discipline and operational efficiency, with the company planning to launch AI pilots for prior-authorization and denial automation to further improve efficiency[211](index=211&type=chunk) [Key Business Metrics](index=45&type=section&id=Key%20Business%20Metrics) Management uses key metrics including the number of clinics, lives under value-based contracts, and Adjusted EBITDA to evaluate performance, with the company operating 80 clinics and managing 1.9 million lives under value-based contracts as of Q2 2025, and Adjusted EBITDA, a non-GAAP measure, showing significant improvement with a loss of $4.1 million for the three months ended June 30, 2025, compared to a loss of $8.7 million in the same period of 2024, driven by higher revenue and lower operating expenses Key Performance Indicators | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Clinics | 80 | 87 | | Lives under value-based contracts | 1.9 million | 2.0 million | | Adjusted EBITDA ($ in thousands) | (4,089) | (8,709) | Adjusted EBITDA Reconciliation | Reconciliation to Adjusted EBITDA ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net loss | (17,009) | (15,479) | | Depreciation and amortization | 1,805 | 1,518 | | Interest expense, net | 1,870 | 2,119 | | Share-based compensation | 752 | 3,387 | | Changes in fair value of liabilities | 4,040 | (3,120) | | Other adjustments | 4,513 | 2,274 | | **Adjusted EBITDA** | **(4,089)** | **(8,709)** | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company asserts it has sufficient liquidity to fund operations for at least one year, supported by its cash balance of $30.3 million as of June 30, 2025, a March 2025 private placement that raised $16.5 million, and a February 2025 debt amendment that removed a restrictive cash covenant, with cash flow from operations improving by $16.4 million for the first six months of 2025 compared to the prior year due to better working capital management, and material future cash requirements including debt service of $94.1 million and operating lease payments of $32.7 million - The company concluded it has **sufficient liquidity for at least one year**, citing its cash balance, a recent private placement raising **~$16.5M**, a debt amendment removing a **$40M cash covenant**, and improved operational cash flow[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) - Net cash used in operating activities **improved by $16.4 million** for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to better working capital management and non-cash adjustments[229](index=229&type=chunk)[233](index=233&type=chunk) Material Cash Requirements | Material Cash Requirements (Total) | Amount ($ in thousands) | | :--- | :--- | | Convertible note (principal & interest) | 94,105 | | Operating leases | 32,738 | | Deferred acquisition and contingent consideration | 143 | | Other (finance leases, D&O insurance) | 407 | | **Total** | **127,393** | [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are interest rate risk, inflation risk, and impairment risk, with interest rate risk considered minimal due to the short-term nature of its cash holdings, while inflation poses a risk by potentially increasing the costs of drugs, labor, and other business expenses faster than forecasted, and impairment risk relates to the potential for writing down goodwill or intangible assets if economic conditions worsen, interest rates rise, or reporting units underperform - The company identifies its main market risks as **interest rate risk, inflation risk, and impairment risk**[257](index=257&type=chunk) - **Inflation is a key concern** as it can increase costs for drugs, labor, and administration, potentially causing the company to use cash faster than planned[259](index=259&type=chunk) - There is a **risk of goodwill or intangible asset impairment** if reporting units underperform, the economy enters a recession, or interest rates continue to rise[260](index=260&type=chunk) [Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes to the company's internal control over financial reporting during the quarter, while acknowledging the inherent limitations of any control system, noting it can provide only reasonable, not absolute, assurance of achieving its objectives - Based on an evaluation as of June 30, 2025, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective**[261](index=261&type=chunk) - **No changes occurred** during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[262](index=262&type=chunk) [Part II – Other Information](index=54&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company is **not currently involved in any legal proceedings that would have a material adverse effect** on its business, financial condition, or results of operations[266](index=266&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) **No material changes** have been made to the risk factors described in the Annual Report on Form 10-K for the year ended December 31, 2024[267](index=267&type=chunk) [Other Information](index=54&type=section&id=Item%205.%20Other%20Information) During the quarter, a director by deputization, M33 Growth I L.P., adopted a Rule 10b5-1 trading plan for the sale of up to 3 million shares of common stock, and subsequent to the quarter end, on August 13, 2025, the company entered into At-the-Market (ATM) Sales Agreements to sell, at its option, up to $15 million of its common stock - On June 12, 2025, director M33 Growth I L.P. adopted a **Rule 10b5-1 trading plan for the sale of up to 3,000,000 shares of common stock** through May 18, 2026[271](index=271&type=chunk) - On August 13, 2025, the company established an At-the-Market (ATM) offering program, allowing it to **sell up to $15 million in common stock** through agents BTIG, LLC and B. Riley Securities, Inc[272](index=272&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and interactive data files (XBRL), also referencing previously filed documents such as the merger agreement, corporate bylaws, and various warrant and debt agreements