PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201%2E%20Financial%20Statements%20%28unaudited%29) The unaudited condensed consolidated financial statements for the period ended June 30, 2025, show a decrease in total assets to $60.6 million from $95.9 million at September 30, 2024, primarily due to a significant goodwill impairment, with a consolidated net loss of $0.4 million for Q3 2025, an improvement from a $19.3 million loss in Q3 2024, but a $34.2 million net loss for the nine months ended June 30, 2025, driven by a $22.0 million goodwill impairment and a $9.7 million income tax expense related to a valuation allowance on deferred tax assets, alongside key events including the acquisition of Hornet Staffing, Inc. in January 2025 and the sale of the Industrial Segment in June 2025, now treated as a discontinued operation [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash | $18,622 | $20,735 | $(2,113) | | Goodwill | $24,762 | $46,008 | $(21,246) | | Total Assets | $60,564 | $95,902 | $(35,338) | | Total Liabilities | $10,169 | $11,691 | $(1,522) | | Total Shareholders' Equity | $50,395 | $84,211 | $(33,816) | - Total assets decreased significantly, primarily driven by a reduction in goodwill from **$46.0 million** to **$24.8 million**[9](index=9&type=chunk)[10](index=10&type=chunk) - Shareholders' equity also saw a substantial decline, largely due to an increase in the accumulated deficit from net losses[9](index=9&type=chunk)[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Statement of Operations Summary (in thousands) | Metric | Q3 2025 | Q3 2024 | 9 Months 2025 | 9 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Revenues | $24,523 | $27,048 | $73,043 | $80,774 | | Gross Profit | $8,681 | $9,229 | $24,967 | $26,958 | | Goodwill Impairment | $0 | $14,201 | $22,000 | $14,201 | | Loss from Operations | $(544) | $(20,717) | $(24,537) | $(24,303) | | Consolidated Net Loss | $(423) | $(19,286) | $(34,234) | $(21,849) | | Diluted Loss Per Share | $(0.00) | $(0.18) | $(0.31) | $(0.20) | - Net revenues declined by **9.3% YoY** for the third quarter and **9.6%** for the nine-month period[12](index=12&type=chunk) - The significant improvement in Q3 2025 net loss compared to Q3 2024 is due to the absence of large goodwill and intangible asset impairment charges that were recorded in the prior-year period[12](index=12&type=chunk) - However, a **$22.0 million** goodwill impairment charge was recorded in the nine months ended June 30, 2025, contributing to the larger net loss for that period[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (in thousands) | Cash Flow Activity | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,884) | $(1,117) | | Net cash used in investing activities | $(272) | $(58) | | Net cash used in financing activities | $(50) | $(1,701) | | Net change in cash | $(2,206) | $(2,876) | | Cash at end of period | $18,622 | $19,595 | - For the nine months ended June 30, 2025, cash used in investing activities included **$968 thousand** for a business acquisition (Hornet Staffing), offset by **$712 thousand** in proceeds from the sale of the Industrial Segment[16](index=16&type=chunk) - Cash used in financing activities in the prior year period was significantly higher due to **$1.6 million** in treasury stock purchases[16](index=16&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - On January 3, 2025, the Company acquired Hornet Staffing, Inc. for a total consideration of **$1.5 million**, consisting of **$1.1 million** in cash and **$0.4 million** in promissory notes[21](index=21&type=chunk)[22](index=22&type=chunk)[25](index=25&type=chunk) - The acquisition added **$0.75 million** in goodwill[21](index=21&type=chunk)[22](index=22&type=chunk)[25](index=25&type=chunk) - The company's Industrial Segment was classified as a discontinued operation and sold on June 2, 2025[27](index=27&type=chunk)[28](index=28&type=chunk) - The sale resulted in a pre-tax net gain of **$133 thousand**[27](index=27&type=chunk)[28](index=28&type=chunk) - An interim goodwill impairment assessment as of March 31, 2025, resulted in a non-cash impairment charge of **$22.0 million** for the Professional Services reporting unit[59](index=59&type=chunk) - Due to recent pre-tax book losses, management determined that the company's net deferred tax assets (DTAs) would not be realized, leading to an additional valuation allowance of **$12.4 million** being recorded during the nine months ended June 30, 2025[85](index=85&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the company's recent performance and net loss to adverse trends in the U.S. labor markets, strategically focusing on integrating AI into its operations, leveraging the recent acquisition of Hornet Staffing to expand into the MSP/VMS market, and improving cost efficiencies, with the divestiture of the Industrial Segment aligning with the long-term strategy to focus on professional staffing verticals, despite revenues from continuing operations declining 9% in Q3 2025 and 10% in the first nine months of fiscal 2025 compared to the prior year, reflecting challenging market conditions, while maintaining professional contract services gross margin and implementing cost reduction measures, with adequate liquidity of **$18.6 million** in cash and **$6.6 million** available under its credit facility as of June 30, 2025 [Overview](index=22&type=section&id=Overview) - GEE Group provides permanent and temporary professional staffing services, specializing in IT, accounting, finance, office, engineering, and medical scribes[94](index=94&type=chunk) - The Industrial Staffing segment was sold on June 2, 2025[94](index=94&type=chunk) - The acquisition of Hornet Staffing in January 2025 is intended to broaden the company's footprint in the professional contract staffing market, particularly with managed service providers (MSP) and vendor management systems (VMS)[95](index=95&type=chunk) - The company's long-term business strategy includes both organic growth (winning new clients, cost reduction) and strategic, accretive acquisitions[98](index=98&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) - The net loss of **$0.4 million** for Q3 2025 is attributed to continued adverse U.S. labor market trends, though it has lessened from prior quarters due to cost reductions and the absence of impairment charges in the current quarter[100](index=100&type=chunk) - The company is integrating Artificial Intelligence (AI) into its business strategy, focusing on placing AI talent and leveraging AI in verticals less likely to be disrupted[101](index=101&type=chunk) - The Hornet acquisition is expected to enhance competitiveness in securing business from large users of contingent labor by leveraging its expertise in MSPs/VMSs and its offshore recruiting model, which can reduce operational expenses[103](index=103&type=chunk)[104](index=104&type=chunk) Revenue Comparison: Q3 2025 vs Q3 2024 (in thousands) | Service Line | Q3 2025 | Q3 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Professional contract services | $21,301 | $23,761 | $(2,460) | -10% | | Direct hire placement services | $3,222 | $3,287 | $(65) | -2% | | **Consolidated net revenues** | **$24,523** | **$27,048** | **$(2,525)** | **-9%** | Revenue Comparison: 9 Months 2025 vs 9 Months 2024 (in thousands) | Service Line | 9 Months 2025 | 9 Months 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Professional contract services | $64,310 | $71,977 | $(7,667) | -11% | | Direct hire placement services | $8,733 | $8,797 | $(64) | -1% | | **Consolidated net revenues** | **$73,043** | **$80,774** | **$(7,731)** | **-10%** | - A non-cash goodwill impairment charge of **$22.0 million** was recognized during the nine months ended June 30, 2025, compared to a **$14.2 million** charge in the prior-year period[139](index=139&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) Key Liquidity Metrics (in thousands) | Metric | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Cash | $18,622 | $20,828 | | Working Capital | $24,112 | $26,079 | - As of June 30, 2025, the company had no outstanding borrowings and **$6.6 million** of unused capacity available under its **$20 million** revolving credit facility[65](index=65&type=chunk)[153](index=153&type=chunk) - During the nine months ended June 30, 2025, the company used **$1.1 million** in cash for the Hornet acquisition and received **$0.7 million** from the sale of the Industrial Segment[150](index=150&type=chunk)[151](index=151&type=chunk) - Management believes that the company can generate adequate liquidity to meet its obligations for the foreseeable future and at least for the next twelve months[156](index=156&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable to the company for this reporting period - The company has indicated that quantitative and qualitative disclosures about market risk are not applicable[159](index=159&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the nine-month period - Based on an evaluation as of June 30, 2025, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[159](index=159&type=chunk) - No changes occurred in the company's internal control over financial reporting during the nine-month period ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, these controls[160](index=160&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=33&type=section&id=Item%201%2E%20Legal%20Proceedings) The company reports no significant legal proceedings during the period - There are no pending significant legal proceedings to which the Company is a party[88](index=88&type=chunk)[161](index=161&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A%2E%20Risk%20Factors) The company directs investors to the risk factors disclosed in its Annual Report on Form 10-K for the fiscal year ended September 30, 2024, indicating no material changes or new significant risks in the current quarter - The report refers to the risk factors disclosed in the company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, for a comprehensive understanding of potential risks[162](index=162&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company provides details on its share repurchase program, which was authorized on April 27, 2023, for up to **$20 million** and concluded on December 31, 2023, by which time the company had repurchased **6,128,877 shares**, representing approximately **5.4%** of its outstanding common stock - A share repurchase program, authorizing up to **$20 million** in stock purchases, was active from April 27, 2023, through December 31, 2023[163](index=163&type=chunk) - Upon conclusion of the program, the company had repurchased an aggregate of **6,128,877 shares**, accounting for about **5.4%** of the issued and outstanding common shares prior to the program[164](index=164&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206%2E%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Asset Purchase Agreement for the sale of the Industrial Segment, certifications from the principal executive and financial officers, and Inline XBRL documents - Key exhibits filed with the report include the Asset Purchase Agreement related to the sale of BMCH, Inc. and certifications by the CEO and CFO as required by the Exchange Act[169](index=169&type=chunk)

Part I FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Unaudited financial statements for Q2 2025 show increased revenue from government contracts, higher R&D expenses, a net loss of $30.6 million, and a 'going concern' warning due to insufficient cash [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets slightly decreased to $164.1 million, while total liabilities significantly increased to $131.2 million, leading to a sharp decline in stockholders' equity to $32.9 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $20,111 | $25,229 | | Total current assets | $70,379 | $68,260 | | Total assets | $164,085 | $166,389 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $117,878 | $90,878 | | Total liabilities | $131,207 | $107,464 | | Total stockholders' equity | $32,878 | $58,925 | - A significant increase in 'Unbilled receivable from government contracts' was observed, rising to **$36.8 million** from **$6.2 million** at the end of 2024[13](index=13&type=chunk) - 'Other accrued current liabilities' more than tripled, increasing from **$11.4 million** to **$35.7 million**, contributing to the rise in total liabilities[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the six months ended June 30, 2025, total revenue surged to $60.6 million, driven by government contracts, while operating expenses increased to $90.1 million, resulting in a net loss of $30.6 million Six Months Ended June 30, (in thousands, except per share data) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total revenue | $60,606 | $8,582 | | Research and development | $80,479 | $36,493 | | Total operating expenses | $90,144 | $48,908 | | Operating loss | ($29,538) | ($40,326) | | Net loss | ($30,577) | ($40,883) | | Net loss per share | ($0.13) | ($0.23) | - Revenue from government contracts was the primary driver of growth, increasing to **$59.0 million** for the first six months of 2025 from **$8.0 million** in the comparable 2024 period[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities improved to $25.5 million, while investing activities provided $20.5 million, leading to a $5.1 million decrease in cash and equivalents Cash Flow Summary for Six Months Ended June 30, (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($25,544) | ($33,218) | | Net cash provided by (used in) investing activities | $20,465 | ($14,688) | | Net cash (used in) provided by financing activities | ($39) | $56,436 | | **Net (decrease) increase in cash** | **($5,118)** | **$8,530** | - The significant cash provided by financing activities in 2024 (**$56.4 million**) was primarily from the issuance of common stock, which did not recur in 2025[24](index=24&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes disclose a 'going concern' warning due to insufficient cash, heavy reliance on HHS BARDA government contracts, and subsequent events including Nasdaq delisting and a stop work order on the COVID-19 trial - The company has substantial doubt about its ability to continue as a going concern for one year, as its cash, cash equivalents, and investments of **$26.3 million** are insufficient to fund planned operations[32](index=32&type=chunk)[36](index=36&type=chunk) - Revenue from government contracts with HHS BARDA totaled **$59.0 million** for the six months ended June 30, 2025, primarily from the 2024 ATI-RRPV Contract for the COVID-19 vaccine candidate[78](index=78&type=chunk)[80](index=80&type=chunk) - Subsequent to the quarter end, on August 5, 2025, the company received a stop work order for screening and enrollment in its COVID-19 Phase 2b trial under the 2024 ATI-RRPV Contract[125](index=125&type=chunk) - Effective July 8, 2025, the company's common stock was suspended from trading on Nasdaq and began trading on the OTCQX® Best Market[122](index=122&type=chunk)[124](index=124&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses oral vaccine development, highlighting a 606% revenue increase driven by HHS BARDA contracts, a 121% rise in R&D expenses, and significant liquidity challenges with a 'going concern' warning due to a recent stop work order [Company Overview and Product Pipeline](index=32&type=section&id=Company%20Overview%20and%20Product%20Pipeline) Vaxart, a clinical-stage biotech, develops oral tablet vaccines, with its norovirus candidate showing positive Phase 1 results, while its COVID-19 program faces a stop work order on its BARDA-funded Phase 2b trial - **Norovirus Program:** Reported positive topline results from a Phase 1 trial in June 2025 for its second-generation bivalent vaccine, showing statistically significant increases in functional antibody titers. The next step is a potential Phase 2b study[135](index=135&type=chunk)[136](index=136&type=chunk) - **COVID-19 Program:** A Phase 2b trial funded by HHS BARDA (up to **$460.7 million**) was underway. However, on August 5, 2025, a stop work order was issued, halting new participant screening and enrollment, though follow-up on existing participants continues[139](index=139&type=chunk) - **Influenza Program:** A new avian influenza vaccine candidate was **100% protective** in a ferret challenge model. The company intends to work with governments for pandemic preparedness[145](index=145&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2025, total revenue surged 606% to $60.6 million due to government contracts, while total operating expenses increased 84% to $90.1 million, resulting in a net loss of $30.6 million Comparison of Operations for the Six Months Ended June 30, (in thousands) | Item | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $60,606 | $8,582 | 606% | | Research and Development | $80,479 | $36,493 | 121% | | General and Administrative | $9,665 | $12,415 | (22)% | | **Total Operating Expenses** | **$90,144** | **$48,908** | **84%** | | **Net Loss** | **($30,577)** | **($40,883)** | **(25)%** | - The increase in revenue was driven by the 2024 ATI-RRPV Contract (**$59.0 million**) and the 2024 ASPR-BARDA Contract[165](index=165&type=chunk) - The rise in R&D expenses was primarily due to increased clinical trial expenses for the COVID-19 and norovirus vaccine candidates[168](index=168&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held $26.3 million in cash and investments, insufficient for 12 months, with a projected cash runway into Q1 2026, raising 'going concern' doubts, further complicated by a stop work order on a key BARDA contract - The company's cash, cash equivalents and investments of **$26.3 million** are not sufficient to fund planned operations for the next 12 months[180](index=180&type=chunk) - Management projects the current cash runway will only last into the first quarter of 2026, which raises substantial doubt about the company's ability to continue as a going concern[182](index=182&type=chunk) - As of June 30, 2025, the company had received **$98.9 million** in cash payments under the 2024 ATI-RRPV Contract. Management is currently evaluating the effect of the August 5, 2025 stop work order on its liquidity[179](index=179&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate sensitivity on its short-term investments, considered low, with minimal foreign exchange risk from Japanese yen royalty revenue - The company's main market risk is interest rate sensitivity on its **$26.3 million** of cash, cash equivalents, and short-term investments, but this is considered low due to the portfolio's high credit quality and short duration[203](index=203&type=chunk)[204](index=204&type=chunk) - Foreign exchange risk is minimal, primarily affecting royalty revenue from sales in Japanese yen. A **1% strengthening** of the U.S. dollar against the yen would reduce royalty revenue by **1%**[205](index=205&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting identified during the quarter - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[206](index=206&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025[207](index=207&type=chunk) Part II OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, including a partially settled securities class action for $12.0 million and a pending appeal for a shareholder lawsuit against Armistice Capital - A securities class action (Putative Class Action) was partially settled with the company and its officers for **$12.0 million**, of which **$2.0 million** was paid by Vaxart and the remainder by insurers[95](index=95&type=chunk) - A lawsuit seeking disgorgement of short-swing profits from Armistice Capital (Roth v. Armistice) was dismissed but is currently pending appeal in the Second Circuit Court of Appeals[96](index=96&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks including heavy reliance on HHS BARDA funding, a recent stop work order on its COVID-19 contract, stock volatility on OTCQX, potential 'penny stock' classification, Nasdaq delisting, and adverse trade policy impacts - A significant risk is the dependence on HHS BARDA funding. The August 5, 2025 stop work order on the 2024 ATI-RRPV Contract could negatively impact revenues and cash flows, potentially forcing the company to suspend or terminate the COVID-19 vaccine's development[213](index=213&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - Trading on the OTCQX market may be volatile and sporadic, which could depress the stock price and make it difficult for stockholders to sell shares[218](index=218&type=chunk) - The company's common stock could become subject to the SEC's 'penny stock' rules, which would impose additional sales practice requirements on broker-dealers and could limit trading activity[219](index=219&type=chunk) - The company faces the risk of being delisted from Nasdaq due to failure to meet the minimum bid price requirement, despite efforts to regain compliance via a potential reverse stock split[221](index=221&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[224](index=224&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the quarter[227](index=227&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents, CEO and CFO certifications, and XBRL data files - The filing includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[230](index=230&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission file number: 001-41224 Abpro Holdings, Inc. FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ (I.R.S. Employer Identification No.) 100 Summit Drive Burlington, MA 01803 (Exact Name o ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements for Abpro Holdings, Inc. as of June 30, 2025, show a significant accumulated deficit of **$123.0 million** and a net loss of **$6.9 million** for the first six months of 2025, raising substantial doubt about the company's ability to continue as a going concern [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the company's total assets decreased to **$3.5 million** from **$4.7 million** at year-end 2024, primarily due to reduced cash, while total liabilities increased slightly to **$20.4 million**, with current liabilities significantly exceeding current assets Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $2,014 | $2,850 | | Total current assets | $3,068 | $3,776 | | Total assets | $3,483 | $4,661 | | **Liabilities & Stockholders' Deficit** | | | | Accounts payable | $5,266 | $3,936 | | Total current liabilities | $20,430 | $19,607 | | Total liabilities | $20,430 | $19,607 | | Total stockholders' deficit | ($16,947) | ($14,946) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three and six months ended June 30, 2025, the company reported increased net losses of **$3.0 million** and **$6.9 million**, respectively, compared to **$2.4 million** and **$1.8 million** for the same periods in 2024, primarily driven by higher other expenses Statement of Operations Summary (in thousands) | Metric | Q2 2025 | Q2 2024 | 6 Months 2025 | 6 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $313 | $827 | $638 | $1,827 | | General and administrative | $1,948 | $1,513 | $4,581 | $3,392 | | Loss from operations | ($2,261) | ($2,340) | ($5,219) | ($5,219) | | Total other (expense) income, net | ($723) | ($100) | ($1,652) | $3,415 | | **Net loss** | **($2,984)** | **($2,440)** | **($6,871)** | **($1,804)** | | Net loss per share, basic and diluted | ($0.05) | ($0.13) | ($0.13) | ($0.09) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was **$3.1 million**, an improvement from **$4.2 million** in the prior year, while net cash provided by financing activities was **$2.1 million**, resulting in a period-end cash balance of **$2.0 million** Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,105) | ($4,218) | | Net cash provided by financing activities | $2,142 | $3,559 | | **Net change in cash and restricted cash** | **($963)** | **($659)** | | Cash and restricted cash - end of period | $2,029 | $202 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's organization, accounting policies, and critical disclosures, including substantial doubt about its going concern ability due to recurring losses and insufficient cash, alongside Nasdaq non-compliance notices and subsequent financing events - The company is a biotechnology firm focused on antibody therapeutics, which became publicly traded on Nasdaq on November 14, 2024, following a reverse recapitalization merger with Atlantic Costal Acquisition Corp. II (ACAB)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Management has concluded there is substantial doubt about the company's ability to continue as a going concern, as cash of **$2.0 million** as of June 30, 2025, is insufficient to fund operations for the next 12 months, given the accumulated deficit of **$123.0 million** and recurring net losses[25](index=25&type=chunk)[27](index=27&type=chunk)[34](index=34&type=chunk) - The company has received multiple notices from Nasdaq for non-compliance with listing requirements, including the minimum **$1.00** bid price, the minimum **$15 million** Market Value of Publicly Held Shares (MVPHS), and the minimum **$50 million** Market Value of Listed Securities (MVLS)[28](index=28&type=chunk)[29](index=29&type=chunk)[31](index=31&type=chunk) - Subsequent to the quarter end, in July and August 2025, the company raised approximately **$0.73 million** through multiple share issuances to YA under the SEPA, and the Second Convertible note was fully converted into **11,024,725** shares of common stock in July 2025[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's focus on developing next-generation antibody therapeutics, with lead candidates ABP-102 and ABP-201, while highlighting a **62% decrease** in R&D expenses and a **29% increase** in G&A expenses for Q2 2025, and reiterating substantial doubt about its going concern ability due to critical liquidity issues - The company's lead product candidates are ABP-102 (for HER2+ solid tumors) and ABP-201 (for vascular eye diseases), with clinical trials for ABP-102 planned for the first half of 2026, contingent on future funding for ABP-201[199](index=199&type=chunk) Operating Expense Changes (Q2 2025 vs Q2 2024, in thousands) | Expense Category | Q2 2025 | Q2 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $313 | $827 | ($514) | -62% | | General and administrative | $1,948 | $1,513 | $435 | 29% | - The decrease in R&D expenses is attributed to personnel being on furlough since October 2024, while the increase in G&A expenses is due to costs of operating as a public company, such as legal, accounting, and insurance[208](index=208&type=chunk)[209](index=209&type=chunk) - The company's cash of **$2.0 million** as of June 30, 2025, is insufficient to fund operations for the next 12 months, leading to a going concern warning, with future viability dependent on raising additional capital through equity/debt financing or collaborations[225](index=225&type=chunk)[227](index=227&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information requested under this item - As a smaller reporting company, Abpro is not required to provide quantitative and qualitative disclosures about market risk[235](index=235&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses in internal control over financial reporting, for which a remediation plan is underway - Management has concluded that the company's disclosure controls and procedures were not effective as of the end of the period[236](index=236&type=chunk) - Material weaknesses identified include inadequate segregation of duties for wire transfers, lack of formal written policies for internal controls, and failure to properly evaluate contractual obligations[237](index=237&type=chunk) - A remediation plan is underway, which includes redesigning authorization procedures, developing formal policies, and implementing enhanced review processes for contracts[238](index=238&type=chunk)[241](index=241&type=chunk) [Part II. Other Information](index=40&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings for the period - There are no legal proceedings to report[243](index=243&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) The company highlights a material risk regarding its failure to meet Nasdaq's continued listing requirements, having received non-compliance notices for minimum bid price, MVPHS, and MVLS, with potential delisting severely impacting stock price and liquidity - The company received a notice from Nasdaq on April 2, 2025, for failing to maintain a minimum bid price of **$1.00** per share, with a compliance deadline of September 29, 2025[244](index=244&type=chunk) - On April 10, 2025, the company received two additional notices from Nasdaq for failing to meet the minimum Market Value of Publicly Held Shares (**$15 million**) and the minimum Market Value of Listed Securities (**$50 million**), with a compliance period ending on October 7, 2025[245](index=245&type=chunk)[246](index=246&type=chunk) - Failure to regain compliance with Nasdaq's listing standards could lead to delisting, which would likely have a significant negative effect on the stock price and impair investors' ability to trade the shares[248](index=248&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the company issued a **$2.0 million** Second Convertible Note to YA II PN, Ltd. (YA), receiving net proceeds of approximately **$1.8 million**, and issued **15,419,428** shares of common stock to YA upon conversion of **$3.0 million** of outstanding convertible notes, all under Section 4(a)(2) exemption - On June 23, 2025, the company issued a **$2.0 million** Convertible Note to YA and received net proceeds of approximately **$1.8 million**[252](index=252&type=chunk) - During Q2 2025, the company issued **15,419,428** shares of common stock to YA to settle **$3.0 million** of convertible note conversions[253](index=253&type=chunk) - All securities were issued in private placements, relying on the exemption from registration under Section 4(a)(2) of the Securities Act, as YA is an accredited investor[252](index=252&type=chunk)[253](index=253&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[255](index=255&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[256](index=256&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) The company reported no other information for the period - There is no other information to report[257](index=257&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with or incorporated by reference into the quarterly report, including certificates of incorporation, bylaws, and officer certifications [Part III. Signatures](index=44&type=section&id=Part%20III.%20Signatures)

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported a shift to a $4.7 million stockholders' deficit, a $9.5 million net loss, and a going concern warning, despite a 12% revenue increase [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $20.1 million, while liabilities rose to $24.8 million, resulting in a $4.7 million stockholders' deficit Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $7,239 | $5,905 | | Accounts receivable, net | $3,955 | $5,315 | | Inventories, net | $4,028 | $6,646 | | **Total Assets** | **$20,142** | **$22,101** | | **Liabilities & Equity** | | | | Total current liabilities | $19,687 | $12,021 | | Advance from Stockholders | $8,500 | $- | | Total liabilities | $24,810 | $17,668 | | Total stockholders' (deficit) equity | **$(4,668)** | **$4,433** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenue increased to $9.0 million, but net loss widened to $5.3 million, while six-month net loss improved to $9.5 million Statements of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues, net | $9,030 | $7,839 | $17,617 | $15,750 | | Loss from operations | $(5,079) | $(5,071) | $(9,629) | $(10,538) | | Net loss | $(5,324) | $(257) | $(9,527) | $(10,694) | | Loss per common share | $(0.57) | $(0.05) | $(1.05) | $(2.45) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities used $7.2 million in cash, offset by $8.5 million from financing, resulting in a $1.3 million net cash increase Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Category | 2025 | 2024 | | :--- | :--- | :--- | | Cash flows used in operating activities | $(7,162) | $(8,045) | | Cash flows used in investing activities | $(4) | $(2) | | Cash flows provided by financing activities | $8,500 | $11,083 | | **Net increase in cash** | **$1,334** | **$3,036** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the Ameluz U.S. rights acquisition, $8.5 million financing, a going concern warning, and ongoing patent litigation - The company signed a binding term sheet to acquire all U.S. rights for Ameluz and RhodoLED, replacing the transfer pricing model with a **12-15% royalty payment structure**[24](index=24&type=chunk) - Substantial doubt exists about the Company's ability to continue as a going concern, with a **$7.2 million net cash outflow** from operations and a **$126.9 million accumulated deficit**[29](index=29&type=chunk)[30](index=30&type=chunk) - The company faces multiple legal claims from DUSA Pharmaceuticals and Sun Pharmaceutical regarding breach of contract, patent infringement, and unfair trade practices[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - An **$11.0 million private placement** of Series C Preferred Stock was secured, with the first tranche of **$8.5 million received** on June 30, 2025[27](index=27&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 revenue growth, reduced cost of revenues, increased SG&A from legal costs, Nasdaq non-compliance, and going concern risks [Recent Key Developments](index=33&type=section&id=Recent%20Key%20Developments) The company received Nasdaq non-compliance notices for bid price and stockholders' equity, while acquiring Ameluz U.S. rights and securing an $11.0 million private placement - Received a Nasdaq non-compliance notice for its common stock bid price falling below **$1.00**, with a deadline of November 5, 2025, to regain compliance[147](index=147&type=chunk)[148](index=148&type=chunk) - Received a second Nasdaq non-compliance notice for failing to maintain **$2.5 million** minimum stockholders' equity, with an extension until October 10, 2025[151](index=151&type=chunk)[152](index=152&type=chunk) - A binding agreement was signed to acquire all U.S. rights to Ameluz and RhodoLED, transitioning from a transfer pricing to a royalty-based model[155](index=155&type=chunk) - An **$11.0 million private placement** of Series C Preferred Stock was agreed upon to fund the strategic transaction, with **$8.5 million received** on June 30, 2025[158](index=158&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q2 2025 revenue grew 15.3% to $9.0 million, with cost of revenues down 41.8%, but SG&A rose 33.0% due to legal costs Comparison of Three Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Product revenues, net | $9,030 | $7,831 | $1,199 (15.3%) | | Cost of revenues, related party | $2,380 | $4,092 | $(1,712) (-41.8%) | | Selling, general and administrative | $10,528 | $7,915 | $2,613 (33.0%) | | Net loss | $(5,324) | $(257) | $(5,067) | Comparison of Six Months Ended June 30 (in thousands) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Product revenues, net | $17,617 | $15,732 | $1,885 (12.0%) | | Cost of revenues, related party | $5,455 | $8,038 | $(2,583) (-32.1%) | | Loss from operations | $(9,629) | $(10,538) | $909 | | Net loss | $(9,527) | $(10,694) | $1,167 | - The increase in SG&A expenses in Q2 2025 was primarily driven by a **$3.4 million increase in legal costs** related to patent claims[179](index=179&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces critical liquidity issues, with a $7.2 million operating cash burn, relying on external financing and the Xepi product line sale - The company has incurred significant losses since inception, with an accumulated deficit of **$126.9 million**, raising substantial doubt about its going concern ability[202](index=202&type=chunk) Cash Flow Summary for Six Months Ended June 30 (in thousands) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(7,162) | $(8,045) | | Net cash provided by financing activities | $8,500 | $11,083 | | Net increase in cash | $1,334 | $3,036 | - Plans to address liquidity include external financing and finalizing the sale of its Xepi product line within one to three months[203](index=203&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," the company is exempt from providing market risk disclosures - As a "smaller reporting company," Biofrontera Inc. is not required to provide quantitative and qualitative disclosures about market risk[216](index=216&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[217](index=217&type=chunk) - No material changes were made to internal control over financial reporting during the quarter ended June 30, 2025[218](index=218&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in significant legal proceedings, including patent infringement and unfair trade practice claims from DUSA and Sun Pharmaceutical - This section refers to Note 16 for details on ongoing litigation with DUSA Pharmaceuticals and Sun Pharmaceutical regarding patent infringement and marketing practices[220](index=220&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Biofrontera Inc. is not required to provide a discussion of risk factors in its Form 10-Q - The company is not required to provide disclosure for this item as it qualifies as a smaller reporting company[221](index=221&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - The company reported no unregistered sales of equity securities for the period[222](index=222&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including stock designations, corporate amendments, financing agreements, and officer certifications

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: 001-41861 Agriculture & Natural Solutions Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Isla ...

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: 001-41861 Agriculture & Natural Solutions Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Isla ...

Exhibit 99.1 Odysight.ai Reports Financial Results for The First Half of 2025 and Provides Business Update OMER, Israel, August 13, 2025 – Odysight.ai Inc. (NASDAQ: ODYS), a leading provider of visual based predictive maintenance (PdM) and condition-based monitoring (CBM) solutions, announces its financial results for the first half of 2025 and provides a business update. Key highlights for the six months ended June 30,2025 Einav Brenner, Chief Financial Officer of Odysight.ai: "During the second quarter, w ...

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Exhibit 99.1 Lantern Pharma Reports Second Quarter 2025 Financial Results and Business Updates Major milestone achieved with successful completion of enrollment for LP-184 Phase 1a clinical trial, with 65 patients enrolled across a range of solid tumors including glioblastoma (GBM); LP-184 is a potential blockbuster drug-candidate with market potential of $10-12 billion USD in annual revenue. Maximum tolerated dose (MTD) and recommended Phase 2 dose (RP2D) established for LP-184, enabling advancement to upc ...