Financial Condition - As of December 31, 2025, the company had an accumulated deficit of approximately $132.3 million, up from $109.6 million in 2024, indicating ongoing financial losses [184]. - The company reported cash and cash equivalents of $4.7 million as of December 31, 2025, and expects that combined with $15.9 million from a recent private placement, it will fund operations into the fourth quarter of 2026 [185]. - The company anticipates needing substantial additional funding to continue operations, which may be obtained through public or private equity, debt financings, or strategic collaborations [186]. - Global macroeconomic conditions, including inflation and geopolitical instability, may adversely impact the company's financial results and operations [222]. - The company relies on government and non-profit funding, which is uncertain and subject to changes in national health priorities [223]. Product Development and Regulatory Challenges - The company has no products approved for commercial sale and has not generated material revenue from product sales, which complicates the evaluation of its business prospects [188]. - The company is exploring investigational product candidates for diseases but has not yet proven their safety and efficacy in clinical trials, which poses a risk to their market potential [193]. - The FDA has not approved any allogeneic cell-based therapies for Aging-related Frailty or other conditions the company is studying, which could delay regulatory approval [197]. - The company faces potential delays in regulatory approvals for its investigational product candidates due to changes in regulatory laws or policies, which could increase costs or lead to denial of approval [282]. - Clinical trials may be delayed or terminated for various reasons, including increased development costs and inability to conduct trials properly, which could adversely affect marketing approval by the FDA [283]. - Even with successful clinical trials, regulatory approval may be limited or subject to additional post-marketing requirements, impacting commercial prospects [284]. - The company’s investigational programs in Alzheimer's disease are at an early stage, with no demonstrated meaningful clinical outcomes or regulatory approval yet [290]. - The FDA's approval process for biologics, including the company's product candidates, is complex and may take several years, with no guarantee of approval [293]. Manufacturing and Supply Chain Risks - The company faces limitations in the supply of bone marrow donors, which may impact the ability to produce investigational product candidates at a scale sufficient for clinical trials and future commercial demand [206]. - Manufacturing MSC therapies involves multiple steps that carry risks of contamination, which could affect the safety and efficacy of the products [208]. - The use of donated bone marrow poses risks of disease transmission, which could lead to litigation and negatively impact the company's reputation and demand for its products [209]. - The company must demonstrate consistent manufacturing characteristics to the FDA, which may require significant capital investments for facility expansion or outsourcing manufacturing [330]. - Regulatory inspections of manufacturing facilities could lead to findings that delay or prevent product approval, impacting the company's development programs [334]. - The company relies on third parties for services and raw materials necessary for manufacturing investigational product candidates, which may affect delivery and manufacturing capabilities if these parties fail [328]. Intellectual Property and Competition - The company faces risks regarding the commercial protection of its patents, as existing patents may not prevent competitors from developing similar products [231]. - The lengthy development and regulatory review process may lead to patent expirations before commercialization, reducing the expected advantages of patent protection [235]. - The company is subject to potential litigation regarding intellectual property rights, which could divert resources and incur significant costs [241]. - Competitors may seek to introduce biosimilar products under the Biologics Price Competition and Innovation Act, potentially impacting the company's market position [251]. - The company’s ability to maintain its competitive advantage is uncertain due to limitations in intellectual property rights and potential legal challenges [253]. - The Leahy-Smith America Invents Act introduced a "first inventor to file" system, increasing the risk of third parties obtaining patents for inventions made independently by the company [256]. Market and Reimbursement Challenges - The successful commercialization of investigational product candidates will depend on obtaining reimbursement from government and third-party payors, which may be challenging due to high costs and complexity [353]. - Pricing negotiations in countries like Japan can take six to twelve months, impacting the timeline for obtaining reimbursement or pricing approval [354]. - The company is concerned about potential future regulations that may restrict pricing or reimbursement of its products, which could adversely affect revenues [356]. - Increased scrutiny and legislative interest in drug pricing practices may limit reimbursement for newly approved products, impacting the company's financial performance [309]. Operational and Compliance Risks - The company faces challenges in recruiting and retaining qualified management and scientific personnel, which is critical for the development of its technologies [202]. - Misconduct by employees or collaborators could lead to regulatory sanctions and reputational harm, impacting the company's operations and financial results [360]. - Compliance with healthcare laws and regulations incurs substantial costs, and violations could result in significant penalties and operational restrictions [362]. - The company may face challenges in obtaining regulatory approval for products in different jurisdictions, which could delay market introduction and reduce market potential [372].

Dividends and Earnings Retention - The company does not anticipate paying any cash dividends in the foreseeable future, expecting to retain future earnings to fund business growth [577]. Ownership and Control - As of December 31, 2025, executive officers, directors, and principal stockholder, Samsara LP, beneficially owned approximately 68.0% of the outstanding shares of common stock, allowing them to significantly influence shareholder decisions [591]. - Samsara LP controls approximately 56.5% of the voting power of the company's capital stock as of December 31, 2025, classifying the company as a "controlled company" under Nasdaq rules [593]. Capital Needs and Dilution - The company expects significant additional capital may be needed for planned operations, including clinical trials and expanded research and development activities [584]. - Future sales and issuances of common stock could result in additional dilution of existing stockholders' ownership and potentially cause stock prices to fall [584]. - The number of shares reserved for issuance under the 2020 Plan will increase by 5% of the total shares outstanding each January 1, which may lead to further dilution for stockholders [586]. Regulatory and Reporting Requirements - The company is subject to more stringent reporting requirements due to the SEC regulations applicable to reporting shell company business combinations following the Merger [581]. - The company is not eligible to use a Form S-3 until 12 full calendar months after the Current Report on Form 8-K following the closing of the Merger [583]. Market and Trading Challenges - The company may face challenges in developing an active trading market for its common stock, which could impair its ability to raise capital [579]. Litigation Costs - The Delaware Forum Provision and the Federal Forum Provision in the amended bylaws may impose additional litigation costs on stockholders [576]. Financial Strategy and Risks - The company has broad discretion over the use of its cash and cash equivalents, which may not yield a return on investment and could compromise growth strategy [596]. - Changes in tax laws, including the one percent excise tax on stock repurchases introduced by the IRA, could adversely affect the company's financial condition [597]. Registration Rights and Stock Price Impact - The company has entered into a registration rights agreement with investors from the 2025 Private Placement, which may lead to a decline in stock price due to potential resale of shares [590].

Product Development and Regulatory Status - The company is focused on developing cellular therapies for cancer using its proprietary Cell-in-a-Box® technology, with the current product candidate referred to as CypCaps™[142]. - The company has curtailed spending on development programs, including preclinical and clinical activities, pending a review by the Strategic Scientific Committee and the Board[143]. - The FDA placed the company's Investigational New Drug Application (IND) for LAPC on clinical hold, requiring additional studies and data to be submitted[147]. - The company has successfully completed various stability studies for its product candidate, including a 24-month stability study at -80°C[149]. - Eight out of ten biocompatibility studies requested by the FDA have been completed successfully[150]. - The company is in ongoing dialogue with the FDA to address the clinical hold and hopes to meet manufacturing standard requirements for the LAPC treatment[150]. - The company aims to lift the clinical hold on its IND to commence the planned clinical trial in LAPC[151]. - The company is exploring alternative approaches to expand its prodrug/activator technology for cancer treatment[146]. - The company has determined not to pursue research and development in diabetes treatment[142]. - The Strategic Scientific Committee is reviewing risks associated with the company's development programs and its relationship with SG Austria, which may lead to a new framework for collaboration[143]. Financial Performance - No revenues reported for the three and nine months ended January 31, 2026, and 2025[159]. - R&D expenses decreased by $25,083 to $93,113 for the three months ended January 31, 2026, but increased by $17,673 to $329,355 for the nine months ended January 31, 2026[160][161]. - General and administrative expenses increased by 141% to $2,024,989 for the three months ended January 31, 2026, primarily due to stock-based compensation and increased legal fees[162]. - Other income (expenses), net, for the three months ended January 31, 2026, was $2,864,962 compared to $(2,085,076) for the same period in 2025[164]. - Net cash used in operating activities was $(3,760,352) for the nine months ended January 31, 2026, compared to $(1,937,925) for the same period in 2025[167][168]. - Cash provided by investing activities for the nine months ended January 31, 2026, included $5,000,000 from the collection of a note receivable[169]. - Cash provided by financing activities totaled $6,751,395 for the nine months ended January 31, 2026, primarily from a private placement of Series C convertible preferred stock[171]. Compliance and Stock Performance - The company received a notice from Nasdaq regarding non-compliance with the minimum bid price requirement, with a compliance deadline of June 1, 2026[154][156]. - The company intends to actively monitor its stock price and may consider a reverse stock split to regain compliance with Nasdaq listing requirements[158]. Capital and Funding Needs - As of January 31, 2026, the company had approximately $20.2 million in cash and cash equivalents, an increase from $15.2 million at April 30, 2025[173]. - The company expects its current cash and cash equivalents of approximately $19 million will be sufficient to support projected operating requirements for at least the next twelve months[173]. - In August 2025, the company raised $7 million through a private placement of 7,000 shares of Series C convertible preferred stock and warrants to purchase up to 7 million shares of Common Stock[174]. - In September 2025, the company agreed to purchase QCLS Series H convertible preferred stock for an aggregate price of $3 million, initially convertible into 600,000 shares of QCLS Common Stock[175]. - The company anticipates needing additional capital to complete a clinical trial for pancreatic cancer, with potential equity financing likely to be dilutive to current stockholders[176]. - The company has entered into service agreements estimated at approximately $591,000 related to clearing a clinical hold on its IND submission involving LAPC[178]. - The related party portion of the service agreements is estimated to be approximately $157,000, with spending on this program curtailed until a review is complete[178]. Industry and Accounting - The company operates in an industry subject to rapid technological change and significant risks, including regulatory approval and capital raising challenges[177]. - There have been no material changes to the company's critical accounting estimates since the last Annual Report[179]. - The company's filings, including Annual Reports and Quarterly Reports, are available on its website and the SEC's website[180].

Financial Performance - As of December 31, 2025, the Contract Asset related to service concession agreements amounted to R$14,430,593 thousand in the individual financial statements and R$14,437,363 thousand in the consolidated financial statements[13]. - Revenue from sanitation services for the year ended December 31, 2025, includes unbilled revenue and is recognized based on water consumption, with significant judgment required for estimates[18]. - The individual and consolidated financial statements present fairly the Company's financial position and performance in accordance with Brazilian accounting practices and IFRS[9]. - In 2025, Sabesp achieved R$ 37.6 billion in net revenue, a 4% increase compared to 2024, while net income decreased by 12% to R$ 8.5 billion, primarily due to a one-time gain of R$ 5.5 billion in 2024 from financial asset bifurcation[58]. - Sabesp's net revenue from sanitation services rose by 2.2% year-over-year to R$ 22.2 billion, driven by a 2.4% increase in billed volume and a 3.7% increase in net price[60]. - The Company reported a profit for the period of R$ 8.46 billion in 2025, compared to R$ 9.58 billion in 2024, reflecting a decrease of 11.7%[77]. - Total comprehensive income for the period fell to R$ 8,299,798 in 2025, down from R$ 9,713,540 in 2024, a decrease of about 14.5%[79]. - SABESP's consolidated revenue for 2025 reached R$ 40,351,971 thousand, an increase of 5.0% compared to R$ 38,383,655 thousand in 2024[84]. Audit and Compliance - The audit procedures included detailed testing of high transaction volume suppliers and field inspections of ongoing construction works to verify asset existence[16]. - The audit included correlation tests on journal entries among revenue, accounts receivable, and cash accounts to ensure accuracy[19]. - The audit addressed key matters such as the measurement of unbilled revenue and the recognition of contract assets, which are significant to the financial statements[11]. - The executive board is responsible for the preparation and fair presentation of the financial statements, ensuring they are free from material misstatement[26]. - The Company is required to assess its ability to continue as a going concern and disclose relevant matters accordingly[27]. - The Company’s financial statements for the year ended December 31, 2024, were audited by another independent auditor, who issued an unmodified audit report[21]. Investments and Capital Expenditures - The company invested R$ 15.2 billion in water supply and sewage infrastructure in 2025, exceeding all U-Factor targets for the 2024-2025 cycle, including 152% of the Water Units target and 134% of the Sewage Treatment target[37]. - Sabesp's capital expenditures (capex) increased by 120% year-over-year to R$ 15.2 billion, with plans for approximately R$ 70 billion in investments by 2029 to achieve universalization of services[63]. - The company plans to add at least 12.8 m³/s of water capacity by 2030 through various projects, with an estimated capital expenditure of R$ 8.2 billion[55]. Debt and Equity - As of December 31, 2025, the Company's net debt reached R$ 27.77 billion, an increase from R$ 19.88 billion in 2024, reflecting a net debt/Adjusted EBITDA ratio of 2.2x[67][68]. - The Company's total equity increased by 15% year-over-year, reaching R$ 42.4 billion as of December 31, 2025, driven by retained earnings[68]. - The Leverage Ratio rose to 40% in 2025 from 35% in 2024, indicating a 5 percentage point increase year-over-year[67]. - Total liabilities increased to R$ 61.80 billion in 2025 from R$ 44.05 billion in 2024, reflecting the Company's growing financial obligations[75]. - Total borrowings and financing as of December 31, 2025, amounted to R$ 40,301,603, an increase from R$ 25,258,297 in 2024, reflecting a growth of 59.7%[138]. - Net debt increased to R$ 28,037,975 in 2025 from R$ 19,883,064 in 2024, representing a rise of 40.5%[138]. - Total equity as of December 31, 2025, was R$ 42,401,124, up from R$ 36,928,054 in 2024, indicating an increase of 14.1%[138]. Cash Flow and Liquidity - Cash generated from operations increased to R$ 13,426,380 in 2025 compared to R$ 11,130,885 in 2024, reflecting a growth of approximately 20.6%[82]. - Net cash generated from operating activities rose to R$ 8,216,566 in 2025, up from R$ 7,393,824 in 2024, an increase of about 11.1%[82]. - Cash and cash equivalents at the end of the year reached R$ 4,569,998 in 2025, up from R$ 1,681,204 in 2024, marking an increase of about 172.5%[82]. - The company recorded a significant increase in borrowings and financing, totaling R$ 18,462,151 in 2025, compared to R$ 6,870,754 in 2024[82]. - Interest paid increased to R$ 2,696,320 in 2025 from R$ 1,976,694 in 2024, reflecting a rise of approximately 36.4%[82]. - The company has been managing liquidity risk by ensuring sufficient cash flow from operating activities and maintaining access to local and international capital markets[129]. Operational Efficiency - The company reduced administrative costs and expenses by 13.8% to R$ 11.2 billion, with significant reductions in general expenses (-54.5%) and personnel costs (-9.9%) due to a 13% workforce reduction[62]. - Sabesp's workforce optimization resulted in a reduction to 9,204 employees, reflecting a strategic focus on efficiency and governance[39]. - The company modernized its metering infrastructure by installing approximately 1.5 million new meters and secured a contract for the world's largest smart metering project, involving 4.4 million IoT-enabled meters by 2029[38]. Environmental and Social Responsibility - Sabesp formalized a decarbonization roadmap targeting a 41% reduction in greenhouse gas emissions by 2035, while improving its CDP Climate score from "C" to "B"[40]. - The company is engaged in expanding its operations beyond São Paulo, potentially entering new markets for drainage, urban cleaning, and solid waste handling[87]. Financial Risk Management - The company has established a financial risk management policy to mitigate exposure to market variables affecting assets and liabilities[133]. - The maximum exposure to credit risk as of December 31, 2025 was related to cash and cash equivalents, financial investments, and accounts receivable, with all investments made with institutions rated AAA[126][128]. - The company managed its interest rate risk by entering into derivative financial instruments, with a sensitivity analysis indicating that a 1 percentage point change in interest rates would affect consolidated profit before taxes by R$ 339,248 for the year ended December 31, 2025[121].

Financial Performance - Revenues for the three months ended January 31, 2026, were $16,890,000, a decrease of 10.9% compared to $18,927,000 for the same period in 2025[14] - Gross margin for the nine months ended January 31, 2026, was $18,244,000, down 19.4% from $22,603,000 in the prior year[14] - Net income for the nine months ended January 31, 2026, was $4,002,000, a significant decline of 80.5% compared to $20,489,000 for the same period in 2025[14] - Total operating income for the three months ended January 31, 2026, was $1.27 million, a decrease of 63.4% compared to $3.47 million in 2025[44] - The net income margin for the three months ended January 31, 2026, was 9.3%, a significant decrease from 81.4% in the same period of 2025[72] - Operating income for the three months ended January 31, 2026, was 7.5%, down from 18.3% in the same period of 2025[72] - For the nine months ended January 31, 2026, consolidated revenues were $47.83 million, a decrease of 4.0% from $49.83 million in the same period of the prior year[74] Assets and Liabilities - Total current assets as of January 31, 2026, were $52,554,000, slightly down from $53,106,000 as of April 30, 2025[12] - Total liabilities decreased to $33,949,000 as of January 31, 2026, from $38,117,000 as of April 30, 2025, reflecting a reduction of 10.4%[12] - Total identifiable assets as of January 31, 2026, were $94.19 million, a slight increase from $93.74 million as of April 30, 2025[47] - The total lease liabilities as of January 31, 2026, were $8.13 million, down from $8.76 million as of April 30, 2025[36] - As of January 31, 2026, the company's working capital was approximately $32.4 million, with a current ratio of 2.6 to 1, up from 2.3 to 1 as of April 30, 2025[90] Cash Flow - Cash and cash equivalents at the end of the period were $1,478,000, down from $6,871,000 at the end of the same period in 2025, indicating a decrease of 78.5%[17] - The company reported a net cash used in operating activities of $779,000 for the nine months ended January 31, 2026, compared to $1,273,000 for the same period in 2025[17] - Net cash used in operating activities for the nine months ended January 31, 2026, was approximately $0.8 million, compared to $1.3 million for the same period in 2025, primarily due to timing of billings and a decrease in net income[91] - Net cash used in investing activities for the nine months ended January 31, 2026, was approximately $2.3 million, up from $1.2 million in 2025, all related to capital expenditures[92] - Net cash used in financing activities for the nine months ended January 31, 2026, was $1.6 million, primarily for the purchase of treasury stock, compared to $9.9 million in 2025, which included a special cash dividend payout[93] Research and Development - Research and development expenses for the nine months ended January 31, 2026, were $4,095,000, a decrease of 9.7% compared to $4,536,000 in the previous year[14] - Research and development (R&D) expenses increased by 22.8% to $1.76 million for the three months ended January 31, 2026, compared to $1.44 million in the same period of the prior year[81] - The company plans to continue investing in R&D for space applications and anticipates securing additional customer funding for these activities[96] Stockholder Equity and Dividends - The total stockholders' equity increased to $60,243,000 as of January 31, 2026, from $55,620,000 as of April 30, 2025, representing an increase of 8.9%[12] - The company did not pay any dividends during the nine months ended January 31, 2026, compared to $9,567,000 in dividends paid in the same period of 2025[17] - The company declared a special cash dividend of $1.00 per share, totaling approximately $9.6 million, paid on August 29, 2024[27] Segment Performance - FEI-NY segment revenues decreased to $12.25 million for the three months ended January 31, 2026, down 15.2% from $14.46 million in 2025[44] - FEI-Zyfer segment revenues increased to $6.98 million for the three months ended January 31, 2026, up 38.8% from $5.03 million in 2025[44] - Revenues from commercial and U.S. Government communication satellite programs accounted for approximately 25% of consolidated revenues for the three months ended January 31, 2026, down from 59% in the prior fiscal year[76] Other Financial Metrics - The effective tax rate for the three months ended January 31, 2026, was an income tax benefit of 8.84% on pretax income of $1.4 million, compared to 330.2% on pretax income of $3.6 million in the prior year[88] - The estimated annual effective tax rate for the fiscal year ending April 30, 2026, is 25.10%[85] - The company recorded an income tax benefit of $127,246 for the three months ended January 31, 2026, compared to an income tax benefit of $11.8 million in the same period of the prior year[86] Share Repurchase and Liquidity - The company has authorized a new share repurchase program of $20.0 million, replacing the previous authorization with approximately $0.6 million remaining[94] - During the three months ended January 31, 2026, the company repurchased 12,260 shares at a weighted average price of $50.22 per share[95] - The company believes its liquidity is adequate to meet short-term operating and investment needs through at least March 17, 2027[99]

Financial Performance - Revenue for Q4 2025 reached $70 million, with a year-to-date (YTD) growth of 23% compared to the previous year[33] - Adjusted EBITDA for Q4 2025 was $16 million, reflecting a compound annual growth rate (CAGR) of 31% from 2020 to 2025[22] - Revenue increased by 146% from $52M in 2020 to $128M by LTM 12/31/25[58] - NOI rose by 182% from $22M in 2020 to an expected $62M by LTM 12/31/25[58] - Adjusted EBITDA for Q4 2025 is projected at $8,099K, compared to $3,445K in 2020[101] Portfolio and Asset Management - The stabilized commercial managed portfolio is 93% leased, with 602,000 square feet leased YTD and 410,000 square feet leased in Q4 alone[33] - The commercial portfolio's weighted average lease term is 8.7 years, with a total of 1.74 million square feet leased since 2020[56] - The average annual supplemental asset management fee income from FY 2022-2025 is $4.4 million, with incentive fees averaging $3.4 million per year[24] Growth and Expansion - ParkX subsidiary revenue increased by 123% year-over-year, securing 45 new contracts in FY25, including 19 in Q4[33] - Residential units increased from 1,123 in 2020 to 1,638 by Q4 2025, a growth of 46%[58] - Leased percentage for residential properties improved from 73% in 2020 to 93% by Q4 2025, a 20% increase[58] - Commercial square footage expanded from 1.8M sqft in 2020 to 2.4M sqft by Q4 2025, a 33% increase[58] - The number of parking garages under ParkX increased from 3 in 2020 to 34 by Q4 2025, a growth of 1033%[58] - Total parking spaces increased from 8,000 in 2020 to 25,902 by Q4 2025, a 224% increase[58] - The total under construction and development pipeline amounts to approximately 4,648,786 sqft, including 2,745 units and 240 hotel keys[76] Strategic Initiatives - Comstock's Institutional Venture Platform aims to co-invest in real estate opportunities, enhancing growth potential through strategic partnerships[35] - The Data Center Platform was launched to capitalize on the growing demand for data center capacity, with a joint venture established for large-scale data center development[45] - Significant assets under construction include the BLVD Haley, a 419-unit luxury residential tower, scheduled for full delivery by Q2 2026[33] Stock Performance - Comstock's stock price increased by 193% from 2020 to December 31, 2025, outperforming peers[32] - The current AUM is over $2.5 billion, with a full build-out AUM projected to exceed $5 billion[94]

Financial Performance - Q4 2025 revenue was $28.2 million, down from $36.2 million in Q4 2024, with a gross margin of 43.6% compared to 52.8% in Q4 2024[4] - Net income for Q4 2025 was $5.3 million, or 18.8%, compared to $6.9 million, or 19.1%, in Q4 2024, reflecting operational discipline[4] - Full year revenue increased to $134.8 million in 2025 from $125.9 million in 2024, with advertising revenue dropping to 64% of total revenue from 74%[4] - Full year gross margin expanded to 50.7% in 2025 from 44.2% in 2024, indicating improved structural efficiency[4] - Net income for 2025 was $124.9 million, including $96.3 million from discontinued operations, compared to a net loss of $100.7 million in 2024[4] - Adjusted EBITDA for 2025 improved to $51.5 million, or 38.2%, compared to $27.0 million, or 21.4%, in 2024, signaling a shift in profitability[4] - Net income for the three months ended December 31, 2025, was $5.334 million, compared to a loss of $100.710 million for the twelve months ended December 31, 2024[13] - Adjusted EBITDA for the three months ended December 31, 2025, was $10.058 million, an increase from $12.980 million for the same period in 2024[13] Debt and Expenses - The company reduced outstanding debt by 12% during Q4 2025, with a $13.0 million principal repayment, and achieved a leverage reduction from 4.5x to 1.89x[4] - Interest expense for the twelve months ended December 31, 2025, was $11.358 million, down from $14.668 million in 2024[13] - Depreciation and amortization for the twelve months ended December 31, 2025, totaled $8.887 million, compared to $9.692 million in 2024[13] - Stock-based compensation for the twelve months ended December 31, 2025, was $485 thousand, significantly lower than $2.425 million in 2024[13] - Employee restructuring payments for the twelve months ended December 31, 2025, amounted to $1.344 million, compared to $5.776 million in 2024[13] - The company reported a loss on impairment of assets of $1.198 million for the twelve months ended December 31, 2025[13] Strategic Initiatives - The launch of the Encore AI platform aims to unify first-party data across 40+ brands to enhance commerce outcomes[8] - The company completed the acquisition and relaunch of ShopHQ, transforming it into a high-margin, drop-ship commerce platform[8] - Non-advertising revenue streams grew triple-digits year-over-year, reducing reliance on external traffic sources[8] Future Outlook - The company anticipates future revenues and income from continuing operations, along with cost reductions and market growth[14] - Forward-looking statements indicate potential product introductions and expansion plans, with a focus on capital requirements[14] - The company cautions that actual future results may differ materially from forward-looking statements due to various risks and uncertainties[15]

Company Overview - Expion360 focuses on the design, manufacturing, and sale of lithium iron phosphate (LiFePO4) batteries for RV, marine, and industrial applications, with a strong emphasis on innovative and high-density battery solutions [21]. - The company operates as one reportable business segment, focusing on Energy Storage (ES) products for RV, marine, and industrial applications [174]. - The company launched its e360 product line in December 2020, which has gained adoption among customers transitioning from lead-acid systems, and has expanded its product portfolio to include next-generation lithium battery models [23]. Market Insights - The global RV market was valued at approximately $60.7 billion in 2022 and is projected to grow at a CAGR of 11.5%, reaching an estimated $144.55 billion by 2031, driven by the transition to lithium-based battery systems [27]. - The company has added several new distributors and OEM customers in the RV and marine markets, contributing to incremental order volume during 2025 [180]. Product Development and Innovation - Expion360's lithium-ion batteries offer superior capacity, with an expected lifespan of approximately 12 years and three times the power of typical lead-acid batteries, while being half the weight [32]. - In 2024, Expion360 introduced next-generation 12V GC2 and Group 27 series LiFePO4 batteries, incorporating higher amp-hour cell options and advanced technologies like Bluetooth and CANBus communication [35]. - Research and development efforts focus on enhancing LiFePO4 battery systems, including battery management systems and thermal management, to meet evolving customer requirements [187]. - The company continues to evaluate emerging technologies, including advancements in cell chemistry and AI applications, to enhance product design and operational efficiency [189]. Financial Performance - Revenue increased by 71.6% in the year ended December 31, 2025, driven by expanded distribution relationships and increased adoption of LiFePO4 battery platforms [179]. - Net sales for the year ended December 31, 2025, increased by $4.0 million, or 71.6%, to $9.7 million compared to $5.6 million in 2024, driven by customer base expansion and increased sales to key customers [203]. - The net loss for the year ended December 31, 2025, was $6.2 million, a reduction from $13.5 million in 2024, attributed to increased net sales and improved gross margins [211]. Cost Structure and Supply Chain - Raw material costs account for over 50% of the company's cost of goods sold, with lithium pricing being a key factor affecting battery cell costs [182]. - The company relies on third-party manufacturers located in Asia for battery production, which exposes it to risks related to raw material availability and pricing [73]. - The company experienced supply chain disruptions and component shortages in the past, which could negatively impact future operations and financial results [79]. Customer Concentration and Risks - The company currently has around 300 customers, with four customers accounting for approximately 60% of gross sales during the year ended December 31, 2025 [46][47]. - The company has a substantial customer concentration, with a limited number of customers accounting for a significant portion of sales in 2025 and 2024 [63]. - Sales to four customers accounted for approximately 60% of gross sales in 2025, indicating significant customer concentration risks [81]. Regulatory and Compliance - The company’s batteries have achieved UL 1973 certification as of December 31, 2025, ensuring compliance with safety standards [51]. - The company is subject to extensive and changing environmental regulations, which could impose costly compliance requirements and affect operational capabilities [99]. Operational Challenges - The company has experienced recurring losses and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern [72]. - The company is vulnerable to attrition among senior management, which could adversely affect its business and financial condition [113]. - The company is addressing cash flow challenges by raising additional capital and managing operational expenses [216]. Future Outlook - The company intends to continue investing in sales and marketing, product development, and research and development to drive long-term growth [70]. - Future growth depends on the ability to accurately predict customer demand, which is influenced by various economic factors [80]. - The company expects to continue incurring additional losses and may need to raise additional debt or equity financing to support market expansion and product development [216]. Cybersecurity and Data Management - The company has a cybersecurity risk management program in place to protect its information systems against operational risks related to cybersecurity [146]. - There is a risk of data breaches and cyberattacks that could adversely affect the company's reputation and operational results [108]. Shareholder Considerations - The company does not anticipate paying dividends on its common stock in the foreseeable future, focusing instead on retaining earnings for business operations and debt repayment [118]. - The company may need to raise additional funds through new equity securities or debt, which could dilute existing stockholders [110].

Financial Performance and Funding - As of December 31, 2025, the company has accumulated losses of $120,436 thousand and generated losses of $15,057 thousand for the year ended December 31, 2025[49]. - The company expects to continue incurring significant operating losses and will primarily fund operations through current financial resources, product sales, and additional equity or debt financing[49]. - The current cash and cash equivalents position of approximately $8.9 million is insufficient to fund planned operations for at least the next 12 months[64]. - The company may need to raise substantial additional funding to continue operations, which may not be available on acceptable terms[64]. - The global economy has experienced extreme volatility, impacting liquidity, consumer confidence, and economic growth, which may adversely affect the company's financial condition and share price[69]. - The company anticipates incurring costs associated with operating as a public company, estimated at least $1 million annually[56]. - Future revenues will depend on market acceptance, competition, pricing, and reimbursement from third-party payors for the ProSense and XSense systems[58]. Regulatory Approvals and Compliance - The company has received regulatory approval for the ProSense system for treating low-risk breast cancer in women aged 70 and above, but significant revenue generation remains a challenge[59]. - The company plans to seek additional regulatory approvals to expand the market for its products, which may incur significant costs[60]. - The company has received FDA De Novo authorization for ProSense for low-risk breast cancer, but market penetration may be slower than anticipated, affecting revenue and financial results[74]. - The XSense system has received FDA 510(k) clearance but lacks marketing authorization for breast cancer treatment, which could limit the addressable market and impact financial performance[75]. - Regulatory changes and potential disruptions at the FDA could delay the approval and commercialization of new products, negatively impacting business operations[104]. - The company must comply with EU Medical Devices Directive and Medical Device Regulations to sell products in the European Economic Area, requiring a conformity assessment procedure[140]. - The FDA granted marketing authorization for the ProSense system for low-risk breast cancer treatment in women aged 70 and above, requiring a post-market surveillance study[154]. Market and Competition - The company is highly dependent on the successful development and commercialization of its ProSense and XSense systems, with the transition to XSense being critical as ProSense components approach end-of-life[71]. - The company faces intense competition in the medical device market, particularly from major players like Boston Scientific Corporation and Siemens Healthineers, which could limit market share and sales opportunities[109]. - The company may encounter significant competition from other firms with greater resources, which could affect market share and profitability[85]. - The success of the company's customer acquisition strategy is crucial; failure to attract or retain customers could significantly harm revenue and financial results[86]. Operational Risks - The company faces risks related to supply chain issues, as certain components for ProSense are nearing end-of-life and may not be available from multiple suppliers, potentially increasing manufacturing costs[76]. - The company may not be able to replace manufacturing capabilities in a timely manner if disruptions occur, which could lead to long-term loss of sales and profits[91]. - The company relies on third-party service providers for critical components and services, which could adversely affect product quality and business operations if these providers fail to maintain high standards[92]. - The company relies on Terumo Corporation for distribution and regulatory approvals in Japan; any failure in this relationship could adversely affect sales prospects[77][80]. Legal and Litigation Risks - The company faces potential litigation risks, including class actions, which could negatively impact financial results and divert management resources[117]. - Product liability claims and recalls pose financial risks, with the medical device industry being historically litigious[118]. - The company may face substantial penalties if unable to comply with federal and state healthcare fraud and abuse laws, including the Anti-Kickback Statute and the False Claims Act[171]. - The medical device industry is under heightened scrutiny, with potential civil and criminal penalties for violations of governmental regulations, which could adversely affect financial results[174]. Human Resources and Staffing - At the end of 2025, the company had 67 full-time employees and two part-time employees, indicating a lean staffing model that may hinder growth if additional skilled personnel cannot be recruited[105]. - The company’s ability to attract and retain skilled personnel is critical for executing its business model, with intense competition for qualified individuals in the medical device field[93]. Intellectual Property and Innovation - The company relies on patent rights and trade secrets for competitive advantage, and failure to protect these could harm its market position[198]. - Third-party intellectual property claims may delay product development and commercialization efforts[206]. - The company faces risks related to potential infringement of third-party patents, which could result in costly litigation or redesigns of products[207]. - Changes in patent laws could increase uncertainties and costs related to patent applications and enforcement, potentially adversely affecting the company's business and financial condition[210]. Economic and Market Conditions - Changes in economic conditions could adversely affect customer spending and the company's financial condition, impacting revenue and growth prospects[124]. - The implementation of volume-based procurement policies in China could lead to reduced margins and necessitate renegotiation of distributor arrangements[102]. - The company is subject to strict price controls in non-U.S. markets, which may adversely affect profitability and revenue generation[101]. Data Privacy and Cybersecurity - Compliance with U.S. data protection laws, including the California Consumer Privacy Act (CCPA), may increase compliance costs and potential liability for the company[176]. - The company expects to collect and process sensitive health information, which raises privacy and data protection concerns that could negatively impact operations[175]. - Cybersecurity breaches could disrupt operations and lead to significant costs, impacting product development and regulatory approval efforts[120]. ESG and Corporate Governance - Environmental, social, and corporate governance (ESG) issues are increasingly important to stakeholders and may affect the company's reputation and financial condition[195]. - Failure to adapt to new ESG regulations could lead to decreased investor confidence and customer demand[197]. Shareholder and Market Dynamics - Approximately 48.0% of the company's Ordinary Shares are beneficially owned by principal shareholders, officers, and directors, allowing them significant control over shareholder matters[223]. - The company has never paid cash dividends and does not anticipate doing so in the foreseeable future, which may affect investor expectations[226]. - Future sales or issuances of Ordinary Shares could depress the market price, making it difficult for the company to raise funds through equity sales[221]. - The market price of the company's Ordinary Shares may be highly volatile, influenced by various factors including clinical trial results and regulatory approvals[219].

Financial Performance - Kalaris reported a net loss of $43.4 million for the year ended December 31, 2025, a significant improvement from a net loss of $69.2 million in 2024[10]. - Total operating expenses for 2025 were $46.2 million, down from $51.7 million in 2024[16]. Cash and Funding - Cash, cash equivalents, and marketable securities totaled $118.0 million as of December 31, 2025, up from $1.6 million at the end of 2024, expected to fund operations into Q4 2027[7]. - Kalaris completed an oversubscribed private placement raising $50.0 million in December 2025[6]. Research and Development - Research and development expenses decreased to $30.8 million in 2025 from $45.0 million in 2024, primarily due to a $32.0 million royalty obligation in 2024[8]. - The company intends to initiate Phase 3 clinical trials for TH103 by the end of 2027, following preliminary data from the ongoing Phase 1b/2 study expected in 1H 2027[1]. - Positive initial data from the Phase 1a study of TH103 showed a mean 10-letter improvement in best corrected visual acuity and a mean 129µm reduction in central subfield thickness[5]. - The Phase 1a study demonstrated no dose-limiting toxicities or serious adverse events, supporting further dose escalation for TH103[4]. Administrative Expenses - General and administrative expenses increased to $15.4 million in 2025 from $6.7 million in 2024, driven by higher insurance, legal, and professional fees[9]. Share Information - The total number of shares outstanding as of December 31, 2025, was 22,902,418[10].