Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 001-36210 LiqTech International, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1431677 (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ________ to ________ Commission File Number: 001-41792 Inspire Veterinary Partners, Inc. (Exact name of registrant as specified in its charter) | Nevada | 85-4359258 | | --- | --- | ...

[PART I. FINANCIAL INFORMATION](index=7&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents flyExclusive, Inc.'s unaudited consolidated financial statements and management's financial analysis [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents flyExclusive, Inc.'s unaudited consolidated financial statements, including balance sheets, income, equity, cash flows, and detailed notes [Condensed Consolidated Balance Sheets (Unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) Total assets decreased to **$443.4 million**, liabilities to **$496.0 million**, and stockholders' deficit worsened to **$(254.9) million** Condensed Consolidated Balance Sheets (Unaudited) | Metric | Dec 31, 2024 (Revised, in thousands) | Jun 30, 2025 (in thousands) | Change (in thousands) | | :-------------------------- | :--------------------------------- | :-------------------------- | :-------------------- | | Cash and cash equivalents | $31,694 | $15,819 | $(15,875) | | Investments in securities | $65,541 | $0 | $(65,541) | | Total current assets | $143,969 | $65,508 | $(78,461) | | Total assets | $538,290 | $443,443 | $(94,847) | | Total current liabilities | $294,753 | $260,169 | $(34,584) | | Total liabilities | $549,962 | $496,036 | $(53,926) | | Total stockholders' (deficit) / equity | $(210,058) | $(254,904) | $(44,846) | [Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20(Unaudited)) Net loss improved to **$(39.2) million** for the six months ended June 30, 2025, with revenue up **12.9%** to **$179.5 million**, aided by warrant fair value changes Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Six Months Ended June 30 | Metric (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :--------- | | Revenue | $179,457 | $158,985 | $20,472 | 12.9% | | Total costs and expenses | $206,553 | $208,252 | $(1,699) | (0.8)% | | Loss from operations | $(27,096) | $(49,267) | $22,171 | (45.0)% | | Net loss | $(39,176) | $(60,844) | $21,668 | (35.6)% | | Net loss attributable to flyExclusive, Inc. | $(10,213) | $(10,994) | $781 | (7.1)% | | Basic and Diluted EPS | $(0.55) | $(0.67) | $0.12 | (17.9)% | Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Three Months Ended June 30 | Metric (Three Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :--------- | | Revenue | $91,332 | $79,013 | $12,319 | 15.6% | | Total costs and expenses | $103,692 | $100,855 | $2,837 | 2.8% | | Loss from operations | $(12,360) | $(21,842) | $9,482 | (43.4)% | | Net loss | $(16,129) | $(27,854) | $11,725 | (42.1)% | | Net loss attributable to flyExclusive, Inc. | $(4,764) | $(5,153) | $389 | (7.5)% | | Basic and Diluted EPS | $(0.26) | $(0.32) | $0.06 | (18.8)% | [Condensed Consolidated Statements of Stockholders' Equity (Deficit) / Members' Equity (Deficit) and Temporary Equity (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)%20%2F%20Members'%20Equity%20(Deficit)%20and%20Temporary%20Equity%20(Unaudited)) Accumulated deficit increased to **$(287.0) million**, with temporary equity from redeemable noncontrolling interest and preferred stock showing changes Condensed Consolidated Statements of Stockholders' Equity (Deficit) / Members' Equity (Deficit) and Temporary Equity (Unaudited) | Metric | Dec 31, 2024 (Revised, in thousands) | Jun 30, 2025 (in thousands) | Change (in thousands) | | :------------------------------------------ | :--------------------------------- | :-------------------------- | :-------------------- | | Redeemable noncontrolling interest | $159,514 | $155,122 | $(4,392) | | Series A preferred stock | $23,799 | $25,838 | $2,039 | | Series B preferred stock | $15,073 | $21,351 | $6,278 | | Additional paid-in capital | $0 | $25,599 | $25,599 | | Accumulated deficit | $(233,441) | $(286,958) | $(53,517) | | Total flyExclusive stockholders' (deficit) / equity | $(233,489) | $(261,351) | $(27,862) | | Noncontrolling interests | $23,431 | $6,447 | $(16,984) | | Total stockholders' (deficit) / equity | $(210,058) | $(254,904) | $(44,846) | - The company corrected an error in prior period financial statements related to the allocation of redeemable non-controlling interest accretion, which had no impact on previously reported loss from operations, net loss, loss per share, temporary equity, or permanent equity[36](index=36&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Net cash decreased by **$15.9 million**, primarily from **$87.7 million** used in financing and **$10.1 million** in operations, offset by **$81.9 million** from investing Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | | :-------------------------------------------- | :------------------ | :------------------ | :-------------------- | | Net cash flows from operating activities | $(10,101) | $(42,170) | $32,069 | | Net cash flows from investing activities | $81,949 | $3,451 | $78,498 | | Net cash flows from financing activities | $(87,723) | $36,432 | $(124,155) | | Net increase (decrease) in cash and cash equivalents | $(15,875) | $(2,287) | $(13,588) | | Cash and cash equivalents at end of period | $15,819 | $9,339 | $6,480 | - Cash used in operating activities significantly decreased from **$42.17 million** in 2024 to **$10.10 million** in 2025, primarily due to a lower net loss and favorable changes in certain non-cash adjustments[241](index=241&type=chunk)[358](index=358&type=chunk)[359](index=359&type=chunk) - Investing activities provided substantial cash in 2025 (**$81.95 million**) compared to 2024 (**$3.45 million**), driven by higher proceeds from sales of property and equipment and investments[241](index=241&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk) - Financing activities shifted from providing cash in 2024 (**$36.43 million**) to using significant cash in 2025 (**$87.72 million**), mainly due to higher debt repayments and net cash distributions to non-controlling interests[27](index=27&type=chunk)[363](index=363&type=chunk)[364](index=364&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section details accounting policies and financial line items, covering organization, EPS, segments, fair value, VIEs, revenue, and asset/liability accounts [1. Organization and Operations](index=14&type=section&id=1.%20Organization%20and%20Operations) flyExclusive operates a private jet charter and MRO business; despite deficits, management expects sufficient liquidity for 12 months post-December 2023 merger - flyExclusive is a premier owner/operator of jet aircraft and aircraft sales, focusing on private jet charter, with offerings including ad hoc flights, jet club, partnership, and fractional programs[30](index=30&type=chunk) - The company launched its MRO operations in 2021, providing maintenance and refurbishment services to third parties and its own fleet[31](index=31&type=chunk) - On December 27, 2023, EG Acquisition Corp. and LGM consummated a business combination (Merger), with EGA changing its name to flyExclusive, Inc[32](index=32&type=chunk) - As of June 30, 2025, the Company had an accumulated deficit of **$286.96 million** and a working capital deficit of **$194.66 million**; net losses were **$39.18 million** for the six months ended June 30, 2025[42](index=42&type=chunk) - Management believes current cash, operating cash flows, and fractional program proceeds will fund operations for at least 12 months, but additional capital may be needed for growth[45](index=45&type=chunk) [2. Summary of Significant Accounting Policies](index=16&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) Key accounting policies include estimates, single operating segment, warrant classification, noncontrolling interests, aircraft sales, and recent accounting pronouncements - The company operates and manages its business as one operating segment: private aviation services, with all ancillary revenue sources supporting this core service[47](index=47&type=chunk) - Public Warrants, Private Placement Warrants, and Series A Penny Warrants are classified as derivative liabilities and measured at fair value, with changes recognized in the income statement[50](index=50&type=chunk)[51](index=51&type=chunk) - Series B Penny Warrants are classified as permanent equity because they are indexed to the Company's own stock and settled in a fixed number of Class A Common Stock shares[50](index=50&type=chunk) - Redeemable noncontrolling interest is classified as temporary equity because redemption for cash is not solely within the company's control, and changes in redemption value are accreted using the interest method[63](index=63&type=chunk)[64](index=64&type=chunk) - Aircraft held for sale are recorded at the lower of carrying value and fair value less costs to sell, with depreciation discontinued[69](index=69&type=chunk) - The company adopted ASU 2023-07 (Segment Reporting) in Q4 2024, expanding segment disclosures, and is evaluating ASU 2024-03 (Expense Disaggregation) for future impact[75](index=75&type=chunk)[77](index=77&type=chunk) [3. Earnings (Loss) Per Share](index=22&type=section&id=3.%20Earnings%20(Loss)%20Per%20Share) Basic and diluted EPS improved to **$(0.55)** from **$(0.67)** for the six months ended June 30, 2025, based on net loss and weighted average shares Earnings (Loss) Per Share | Metric (Six Months Ended June 30) | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Basic Net loss attributable to common stockholders (in thousands) | $(14,549) | $(12,251) | | Weighted Average Common Shares Outstanding (Basic & Diluted) | 26,471,721 | 18,237,732 | | Basic and Diluted Earnings (Loss) Per Share | $(0.55) | $(0.67) | - Weighted average shares issuable under Series A and Series B Penny Warrants are included in the denominator for basic and diluted EPS calculations[78](index=78&type=chunk)[79](index=79&type=chunk) - Potentially dilutive securities, including Public Warrants, Private Placement Warrants, Series A Penny Warrants, and Class B Common Stock, were excluded from diluted EPS calculation because their effect would have been anti-dilutive[79](index=79&type=chunk) [4. Segment Information](index=22&type=section&id=4.%20Segment%20Information) flyExclusive operates as a single reportable segment, private aviation services, encompassing charters, fractional ownership, MRO, and aircraft management - The company has one reportable segment, private aviation services, managed on a consolidated basis by the CEO[80](index=80&type=chunk) - The private aviation services segment encompasses charters, aircraft partnerships, jet club memberships, fractional ownership shares, MRO, and aircraft management services[81](index=81&type=chunk) Segment Information | Metric (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :------------------ | :------------------ | | Total Revenue | $179,457 | $158,985 | | Cost of revenue | $154,434 | $146,989 | | Selling, general and administrative | $41,288 | $46,673 | | Depreciation and amortization | $12,021 | $13,173 | | Net Loss | $(39,176) | $(60,844) | [5. Fair Value Measurements](index=23&type=section&id=5.%20Fair%20Value%20Measurements) Assets and liabilities are measured at fair value, classified into Level 1 (cash equivalents), Level 2 (Private Placement Warrants), and Level 3 (Series A Penny Warrants) Fair Value Measurements at June 30, 2025 | Fair Value Measurements at June 30, 2025 (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------------- | :------ | :------ | :------ | :---- | | Cash equivalents: Money market mutual funds | $5,156 | — | — | $5,156 | | Warrant liability - public warrants | $277 | — | — | $277 | | Warrant liability - private placement warrants | — | $476 | — | $476 | | Warrant liability - Series A penny warrants | — | — | $1,480 | $1,480 | | Total Liabilities | $277 | $476 | $1,480 | $2,233 | Fair Value Measurements at December 31, 2024 | Fair Value Measurements at December 31, 2024 (in thousands) | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------ | :------ | :------ | :------ | :---- | | Cash equivalents: Money market mutual funds | $2,710 | — | — | $2,710 | | Investments in Securities | $849 | $64,692 | — | $65,541 | | Total Assets | $3,559 | $64,692 | — | $68,251 | | Warrant liability - public warrants | $454 | — | — | $454 | | Warrant liability - private placement warrants | — | $780 | — | $780 | | Warrant liability - Series A penny warrants | — | — | $1,780 | $1,780 | | Total Liabilities | $454 | $780 | $1,780 | $3,014 | - The fair value of Series A Penny Warrants is determined using a Monte Carlo simulation with unobservable inputs for volatility, classifying it as a Level 3 measurement[88](index=88&type=chunk) [6. Variable Interest Entities](index=25&type=section&id=6.%20Variable%20Interest%20Entities) The company consolidates Variable Interest Entities (VIEs), including single-asset LLCs and a paint facility, as the primary beneficiary - flyExclusive has variable interests in single-asset LLCs (SAEs) holding aircraft and a Paint Entity, which are classified as VIEs[92](index=92&type=chunk)[94](index=94&type=chunk) - The company is the primary beneficiary of these VIEs, consolidating their financial statements, due to its control over their activities and exposure to their economic performance[95](index=95&type=chunk)[96](index=96&type=chunk) VIE Assets and Liabilities | VIE Assets and Liabilities (in thousands) | June 30, 2025 | Dec 31, 2024 | | :-------------------------------------- | :------------ | :----------- | | Cash | $655 | $737 | | Property and equipment, net | $55,685 | $61,769 | | Long-term notes payable, current portion | $7,565 | $7,690 | | Long-term notes payable, non-current portion | $26,244 | $29,619 | - The company provided financial contributions to VIEs of **$633 thousand** and **$260 thousand** during the six months ended June 30, 2025 and 2024, respectively[98](index=98&type=chunk) [7. Revenue](index=27&type=section&id=7.%20Revenue) Revenue is disaggregated by service type, with flights as the largest component; deferred revenue decreased from **$149.5 million** to **$144.4 million** Revenue by Service Type | Revenue by Service Type (Six Months Ended June 30, in thousands) | 2025 | 2024 | | :------------------------------------------------- | :-------- | :-------- | | Flights | $168,516 | $150,504 | | Aircraft Management Services | $1,317 | — | | Memberships | $1,323 | $2,806 | | MRO | $4,633 | $3,734 | | Fractional ownership purchase price | $3,668 | $1,941 | | Total Revenue | $179,457 | $158,985 | Deferred Revenue Rollforward | Deferred Revenue Rollforward (Six Months Ended June 30, 2025, in thousands) | Amount | | :-------------------------------------------------------- | :-------- | | Balance as of December 31, 2024 | $149,517 | | Revenue recognized | $(160,006) | | Revenue deferred | $154,852 | | Balance as of June 30, 2025 | $144,363 | - Revenue streams include membership fees and flight charges for Jet Club and Charter, time and materials for MRO, allocated purchase price and flight charges for Fractional Ownership, and fixed monthly fees for Aircraft Management Services[102](index=102&type=chunk) [8. Other Receivables](index=27&type=section&id=8.%20Other%20Receivables) Other receivables, primarily federal excise tax and rebate receivables, increased from **$7.1 million** to **$7.9 million** Other Receivables | Other Receivables (in thousands) | June 30, 2025 | Dec 31, 2024 | | :----------------------------- | :------------ | :----------- | | Rebate receivables | $1,256 | $1,117 | | Federal excise tax receivable | $6,121 | $5,414 | | Insurance settlement in process | $15 | — | | Income tax receivable | $460 | $460 | | Other | $44 | $149 | | Total | $7,896 | $7,140 | [9. Parts and Supplies Inventory](index=28&type=section&id=9.%20Parts%20and%20Supplies%20Inventory) Parts and supplies inventory, net of reserve, increased from **$5.7 million** to **$6.3 million** due to higher materials Parts and Supplies Inventory | Parts and Supplies Inventory (in thousands) | June 30, 2025 | Dec 31, 2024 | | :---------------------------------------- | :------------ | :----------- | | Aircraft parts | $5,206 | $5,101 | | Materials and supplies | $1,325 | $753 | | Less: parts and supplies inventory reserve | $(206) | $(196) | | Total | $6,325 | $5,658 | [10. Prepaid Expenses and Other Current Assets](index=28&type=section&id=10.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Prepaid expenses and other current assets increased from **$7.8 million** to **$9.4 million**, driven by higher prepaid insurance Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets (in thousands) | June 30, 2025 | Dec 31, 2024 | | :----------------------------------------------------- | :------------ | :----------- | | Prepaid vendor expenses | $3,109 | $3,239 | | Prepaid insurance | $3,133 | $690 | | Prepaid directors and officers insurance | $1,097 | $2,032 | | Prepaid maintenance | $391 | $154 | | Prepaid non-aircraft subscriptions | $187 | $407 | | MRO revenue in excess of billings | $672 | $326 | | Deferred commission | $854 | $923 | | Total | $9,443 | $7,771 | [11. Investments in Securities](index=28&type=section&id=11.%20Investments%20in%20Securities) The company held no investments in securities as of June 30, 2025, a significant change from **$65.5 million** in bonds at December 31, 2024 - The company had no investments in securities as of June 30, 2025[106](index=106&type=chunk) Investments in Securities at December 31, 2024 | Investments in Securities at December 31, 2024 (in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | | :---------------------------------------------------------- | :------------- | :--------------------- | :---------------------- | :--------- | | U.S. Treasury bills | $55,009 | $190 | — | $55,199 | | Municipal bonds | $9,631 | $38 | $(351) | $9,318 | | Corporate/government bonds | $479 | $33 | — | $512 | | Other bonds | $478 | $34 | — | $512 | | Total | $65,597 | $295 | $(351) | $65,541 | [12. Property and Equipment, Net](index=29&type=section&id=12.%20Property%20and%20Equipment,%20Net) Property and equipment, net, decreased from **$259.9 million** to **$232.8 million**, due to reduced transportation equipment and increased depreciation Property and Equipment, Net | Property and Equipment, Net (in thousands) | June 30, 2025 | Dec 31, 2024 | | :--------------------------------------- | :------------ | :----------- | | Transportation equipment | $303,458 | $329,416 | | Deposits on transportation equipment | $17,269 | $14,165 | | Less: Accumulated depreciation | $(93,805) | $(89,487) | | Property and equipment, net | $232,781 | $259,874 | - Depreciation expense for property and equipment was **$10.97 million** for the six months ended June 30, 2025, compared to **$12.52 million** for the same period in 2024[108](index=108&type=chunk) [13. Intangible Assets](index=29&type=section&id=13.%20Intangible%20Assets) Intangible assets, net, decreased from **$1.6 million** to **$1.3 million** due to software amortization; the FAA certificate remains at **$0.7 million** Intangible Assets, Net | Intangible Assets, Net (in thousands) | June 30, 2025 | Dec 31, 2024 | | :------------------------------------ | :------------ | :----------- | | Software - in service | $676 | $950 | | FAA certificate | $650 | $650 | | Total acquired intangible assets | $1,326 | $1,600 | - Amortization of intangible assets was **$297 thousand** for the six months ended June 30, 2025, compared to **$602 thousand** for the same period in 2024[110](index=110&type=chunk) Estimated Amortization Expense | Estimated Amortization Expense | Amount (in thousands) | | :----------------------------- | :-------------------- | | Remainder of 2025 | $256 | | 2026 | $332 | | 2027 | $87 | | 2028 | $1 | | 2029 | — | | Thereafter | — | | Total | $676 | [14. Other Current Liabilities](index=30&type=section&id=14.%20Other%20Current%20Liabilities) Other current liabilities remained stable at **$30.2 million**, with **$9.0 million** in ERC payments classified as a liability due to eligibility uncertainty Other Current Liabilities | Other Current Liabilities (in thousands) | June 30, 2025 | Dec 31, 2024 | | :------------------------------------- | :------------ | :----------- | | Accrued vendor payments | $6,322 | $6,528 | | Accrued ERC payments | $9,044 | $9,044 | | Accrued directors and officers insurance | $1,780 | $1,780 | | Accrued employee-related expenses | $9,595 | $10,239 | | Accrued engine expenses | $932 | $713 | | Accrued tax expenses | $1,496 | $1,072 | | Accrued interest | $920 | $472 | | Other | $96 | $96 | | Total | $30,185 | $29,944 | - The company has received **$9.04 million** in Employee Retention Credit (ERC) payments but has classified this amount as a current liability due to uncertainty regarding eligibility[115](index=115&type=chunk) [15. Other Non-Current Liabilities](index=31&type=section&id=15.%20Other%20Non-Current%20Liabilities) Other non-current liabilities, primarily fractional ownership deposits, increased from **$30.3 million** to **$36.7 million** Other Non-Current Liabilities | Other Non-Current Liabilities (in thousands) | June 30, 2025 | Dec 31, 2024 | | :----------------------------------------- | :------------ | :----------- | | Fractional ownership deposits | $36,716 | $30,342 | | Other | — | — | | Total | $36,716 | $30,342 | [16. Debt](index=31&type=section&id=16.%20Debt) Total long-term notes payable decreased from **$189.1 million** to **$111.7 million** due to repayments and a closed revolving line of credit Short-term notes payable | Short-term notes payable (in thousands) | June 30, 2025 | Dec 31, 2024 | | :------------------------------------ | :------------ | :----------- | | Bank 1 | $3,160 | — | | Bank 2 | $5,155 | $5,962 | | Total short-term notes payable | $8,315 | $5,962 | Long-term notes payable | Long-term notes payable (in thousands) | June 30, 2025 | Dec 31, 2024 | | :------------------------------------- | :------------ | :----------- | | Total Long-term notes payable | $111,733 | $189,143 | | Less: Unamortized debt issuance costs and debt discount | $(180) | $(233) | | Less: current portion | $(19,552) | $(84,883) | | Long-term notes payable, non-current portion | $92,001 | $104,027 | - The company closed its **$60 million** revolving line of credit in March 2025, with the full **$59.54 million** balance paid[146](index=146&type=chunk) - The company was not in compliance with certain financial covenants as of December 31, 2024, but obtained waiver letters from lenders; as of June 30, 2025, the aggregate balance of debt with waivers was **$0**[147](index=147&type=chunk)[149](index=149&type=chunk) - New long-term promissory notes were issued in February, March, April, and May 2024, totaling approximately **$38.5 million**, with varying interest rates and maturity dates[151](index=151&type=chunk)[152](index=152&type=chunk) - A Senior Secured Note of up to **$25.77 million** was entered into in January 2024 to finance aircraft for the fractional ownership program, with an interest rate of **13.00%** for withdrawn amounts[195](index=195&type=chunk)[197](index=197&type=chunk) [17. Leases](index=33&type=section&id=17.%20Leases) The company has various operating and finance lease arrangements for real estate and aircraft, with lease costs totaling **$13.7 million** and significant future obligations - The company leases real estate and **35** aircraft (as of June 30, 2025) under non-cancellable operating leases, and **2** aircraft under finance leases[153](index=153&type=chunk) Lease Costs | Lease Costs (Six Months Ended June 30, in thousands) | 2025 | 2024 | | :------------------------------------------------- | :-------- | :-------- | | Operating lease cost | $11,244 | $10,787 | | Short-term lease cost | $905 | $727 | | Finance lease cost: Amortization of right-of-use assets | $695 | — | | Finance lease cost: Interest on lease liabilities | $819 | — | | Total lease costs | $13,663 | $11,514 | Future Operating Lease Payments as of June 30, 2025 | Future Operating Lease Payments as of June 30, 2025 (in thousands) | Amount | | :--------------------------------------------------------------- | :-------- | | Remainder of 2025 | $10,681 | | 2026 | $19,775 | | 2027 | $15,210 | | 2028 | $7,896 | | 2029 | $5,395 | | Thereafter | $40,524 | | Total undiscounted cash flows | $99,481 | | Present value of lease liabilities | $69,690 | Future Finance Lease Payments as of June 30, 2025 | Future Finance Lease Payments as of June 30, 2025 (in thousands) | Amount | | :--------------------------------------------------------------- | :-------- | | Remainder of 2025 | $3,972 | | 2026 | $6,736 | | 2027 | $5,445 | | 2028 | $4,411 | | 2029 | $3,121 | | Thereafter | $790 | | Total undiscounted cash flows | $24,475 | | Present value of lease liabilities | $20,737 | Future Repurchase Contingencies as of June 30, 2025 | Future Repurchase Contingencies as of June 30, 2025 (in thousands) | Amount | | :--------------------------------------------------------------- | :-------- | | Remainder of 2025 | $2,400 | | 2026 | $21,562 | | 2027 | $23,486 | | 2028 | $5,037 | | 2029 | $5,556 | | Thereafter | $1,642 | | Total | $59,683 | [18. Warrant Liabilities](index=37&type=section&id=18.%20Warrant%20Liabilities) Public, Private Placement, and Series A Penny Warrants are derivative liabilities; Series B Penny Warrants are equity; a **$0.8 million** gain on warrant fair value was recorded - Public Warrants, Private Placement Warrants, and Series A Penny Warrants are classified as derivative liabilities and remeasured at fair value each reporting period[163](index=163&type=chunk) - As of June 30, 2025, there were **4,333,333** Private Placement Warrants and **2,519,869** Public Warrants outstanding, in addition to Penny Warrants[166](index=166&type=chunk) - For the six months ended June 30, 2025, the company recorded a gain of **$781 thousand** on the change in fair value of warrants, compared to a loss of **$3.68 million** for the same period in 2024[168](index=168&type=chunk) Warrant Liabilities | Warrant Liabilities (in thousands) | June 30, 2025 | Dec 31, 2024 | | :------------------------------- | :------------ | :----------- | | Total Warrant Liabilities | $2,233 | $3,014 | [19. Employee Benefits](index=39&type=section&id=19.%20Employee%20Benefits) The company offers a 401(k) plan with a **50%** match on the first **8%** of compensation, vesting after **2 years**, with **$0.9 million** in contributions - The company matches **50%** of the first **8%** of employee contributions to its 401(k) plan, with **100%** vesting after **2 years** of service[169](index=169&type=chunk) - Company contributions to the 401(k) plan were **$905 thousand** for the six months ended June 30, 2025, compared to **$839 thousand** for the same period in 2024[170](index=170&type=chunk) [20. Stock-based Compensation](index=39&type=section&id=20.%20Stock-based%20Compensation) The 2023 Equity Incentive Plan has **6 million** shares reserved, with **$7.9 million** unrecognized compensation expense; the ESPP has **1.5 million** shares reserved but no purchases - The 2023 Equity Incentive Plan has **6,000,000** shares of Class A Common Stock reserved for future issuance, with **1,200,000** shares available as of June 30, 2025[172](index=172&type=chunk) - Unrecognized compensation expense associated with outstanding stock options was **$7.94 million** at June 30, 2025[172](index=172&type=chunk) - The Employee Stock Purchase Plan (ESPP) has **1,500,000** shares of Class A Common Stock reserved, but no shares have been purchased by employees as of June 30, 2025[175](index=175&type=chunk) [21. Income Taxes](index=40&type=section&id=21.%20Income%20Taxes) The effective tax rate was **0%** due to losses allocated to non-controlling interest, with a full valuation allowance against deferred tax assets - The company's effective tax rate was **0%** for the three and six months ended June 30, 2025, differing from the statutory rate of **21%** due to losses allocated to non-controlling interest[177](index=177&type=chunk) - A full valuation allowance has been recorded against deferred tax assets as of June 30, 2025, and will be maintained until sufficient evidence supports its reversal[178](index=178&type=chunk) - Tax years from 2021 to present generally remain open to examination by relevant taxing jurisdictions[179](index=179&type=chunk) [22. Related Party Transactions](index=40&type=section&id=22.%20Related%20Party%20Transactions) The company engages in regular related party transactions, including fuel purchases, leases, and charter revenue, with its majority owner's entities, reporting related receivables, payables, and notes - The company purchased **$706 thousand** in fuel from LGMV subsidiaries for the six months ended June 30, 2025, representing approximately **2%** of total fuel purchases[182](index=182&type=chunk) - Rent expense to LGMV subsidiaries totaled **$2.07 million** for the six months ended June 30, 2025[183](index=183&type=chunk) - Charter flight revenue from owners of subsidiaries and Lessor VIEs was **$7.29 million** for the six months ended June 30, 2025[185](index=185&type=chunk) - Short-term accounts receivable from related parties totaled **$1.23 million** as of June 30, 2025[187](index=187&type=chunk) - A senior secured note of **$15.87 million** was issued to the Sponsor in December 2023, with a **14%** interest rate and maturity extended to January 1, 2027[189](index=189&type=chunk) - An additional promissory note with the EGA Sponsor for **$3.95 million** was cancelled on March 21, 2025, in exchange for Series B Preferred Stock and warrants[191](index=191&type=chunk)[193](index=193&type=chunk) [23. Commitments and Contingencies](index=43&type=section&id=23.%20Commitments%20and%20Contingencies) The company faces a legal dispute with Wheels Up, a Tax Receivable Agreement with potential **$7 million** payment, and **$59.7 million** in future leased aircraft repurchase contingencies - flyExclusive is involved in a lawsuit with Wheels Up Partners, LLC (WUP) following the termination of their Fleet Guaranteed Revenue Program Agreement, with WUP alleging breach of contract and seeking unspecified compensatory damages[203](index=203&type=chunk)[204](index=204&type=chunk) - The company has a Tax Receivable Agreement (TRA) with existing equity holders, potentially requiring a lump sum payment of up to **$7 million** upon an Early Termination Event[207](index=207&type=chunk)[209](index=209&type=chunk) Future Repurchase Contingencies as of June 30, 2025 | Future Repurchase Contingencies as of June 30, 2025 (in thousands) | Amount | | :--------------------------------------------------------------- | :-------- | | Remainder of 2025 | $2,400 | | 2026 | $21,562 | | 2027 | $23,486 | | 2028 | $5,037 | | 2029 | $5,556 | | Thereafter | $1,642 | | Total | $59,683 | [24. Stockholders' Equity / Members' Deficit and Noncontrolling Interests](index=45&type=section&id=24.%20Stockholders'%20Equity%20%2F%20Members'%20Deficit%20and%20Noncontrolling%20Interests) Authorized stock includes preferred and common shares; Series A and B Preferred Stock are temporary equity, and redeemable noncontrolling interest was **$155.1 million** - The company is authorized to issue **325,000,000** shares, including **25,000,000** preferred, **200,000,000** Class A Common, and **100,000,000** Class B Common shares[213](index=213&type=chunk) - **25,000** shares of Series A Preferred Stock were issued in March 2024, accruing dividends annually and subject to redemption by the company or holder after certain anniversaries[214](index=214&type=chunk)[216](index=216&type=chunk)[220](index=220&type=chunk) - **29,737** shares of Series B Preferred Stock were issued in August 2024 and March 2025, accruing dividends quarterly and automatically converting to Class A Common Stock by December 31, 2025, or upon a Subsequent Capital Raise[225](index=225&type=chunk)[226](index=226&type=chunk)[228](index=228&type=chunk)[233](index=233&type=chunk) - Both Series A and Series B Preferred Stock are classified as temporary equity due to redemption rights outside the company's control[223](index=223&type=chunk)[232](index=232&type=chunk) - The redeemable noncontrolling interest, related to **59,930,000** LGM Common Units, was **$155.12 million** at June 30, 2025[237](index=237&type=chunk)[239](index=239&type=chunk) - Noncontrolling interests in consolidated entities are comprised of varying ownership percentages across **11** entities, with net income/loss allocated proportionally[247](index=247&type=chunk)[248](index=248&type=chunk) [25. Subsequent Events](index=50&type=section&id=25.%20Subsequent%20Events) On July 25, 2025, a lock-up restriction on **5.6 million** Class A common shares and warrants was waived for EG Sponsor LLC, aiming for a Russell 2000 Index listing - On July 25, 2025, the company waived a lock-up restriction on **5,625,000** Class A common shares and warrants owned by EG Sponsor LLC to facilitate a potential Russell 2000 Index listing[249](index=249&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section overviews flyExclusive's vertically integrated private aviation business, discussing key operational factors, non-GAAP measures, operating metrics, financial results, liquidity, and critical accounting policies - flyExclusive aims to be the world's most vertically integrated private aviation company, focusing on capital-efficient growth, industry-leading pricing, optimal dispatch availability, in-house training, and a controlled premium customer experience[251](index=251&type=chunk) - The company's business model is diversified, generating charter revenue through jet club, fractional, and MRO programs, and operates as one reportable segment: private aviation services[252](index=252&type=chunk) - Key factors affecting results include economic conditions, competition, pilot availability, the termination of the Wheels Up agreement, and fleet modernization efforts[260](index=260&type=chunk)[261](index=261&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk) - The company uses non-GAAP measures like Adjusted EBITDA and Adjusted EBITDAR to assess operating performance and adjust for non-cash and non-core expenses[275](index=275&type=chunk)[276](index=276&type=chunk) [Overview of Our Business](index=51&type=section&id=Overview%20of%20Our%20Business) flyExclusive is a vertically integrated private aviation company with over **100** aircraft, offering jet club, fractional ownership, MRO, and new aircraft management services - flyExclusive operates a fleet of over **100** owned and leased aircraft, including various Citation and Challenger models, and aims for vertical integration in private aviation[251](index=251&type=chunk) - The company's diversified business model includes jet club membership, fractional ownership, and MRO programs, all contributing to charter revenue[252](index=252&type=chunk) - In September 2024, flyExclusive entered an Aircraft Management Services Agreement with Volato Group, Inc., becoming the exclusive provider of such services to Volato, with an option to merge with Volato[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) [Key Factors Affecting Results of Operations](index=52&type=section&id=Key%20Factors%20Affecting%20Results%20of%20Operations) Key factors include economic conditions, competition, pilot availability, Wheels Up agreement termination, fleet modernization, and **$23.6 million** CARES Act support, with **$9.0 million** ERC received - Economic downturns could reduce demand for private aviation services, as customers may view it as a luxury, impacting jet club growth and program interest[260](index=260&type=chunk) - The private aviation market is highly competitive, with factors like price, reliability, safety, and aircraft availability influencing market share[262](index=262&type=chunk) - Volatility in pilot attrition due to training delays and wage increases in the industry poses a risk to operations and financial results[263](index=263&type=chunk) - The termination of the GRP Agreement with Wheels Up in June 2023 had a material impact on revenue, with **$59.0 million** in billed but unrecorded amounts through June 30, 2025[264](index=264&type=chunk) - The company is modernizing its fleet by selling older aircraft and replacing them with newer models to improve availability and operating efficiency, expecting this to continue through fiscal 2025[266](index=266&type=chunk) - The company received **$23.6 million** in grants under the CARES Act's Payroll Support Program and has applied for **$9.5 million** in Employee Retention Credits, receiving **$9.0 million**, though eligibility is still uncertain[268](index=268&type=chunk)[271](index=271&type=chunk) [Non-GAAP Financial Measures](index=54&type=section&id=Non-GAAP%20Financial%20Measures) flyExclusive uses non-GAAP measures, Adjusted EBITDA and Adjusted EBITDAR, to supplement GAAP results, adjusting net loss for interest, taxes, D&A, non-recurring items, and aircraft lease costs - Adjusted EBITDA and Adjusted EBITDAR are non-GAAP measures used to assess operating performance and provide supplemental information to investors[273](index=273&type=chunk)[275](index=275&type=chunk)[276](index=276&type=chunk) - Adjusted EBITDA is calculated by adjusting net loss for interest, income tax, depreciation and amortization, litigation costs, acquisition costs, equity-based compensation, non-cash loss on assets held for sale, realized losses on aircraft sold, loss on extinguishment of debt, change in fair value of warrant liabilities, and SOX control remediation[275](index=275&type=chunk) - Adjusted EBITDAR further adjusts Adjusted EBITDA for aircraft lease costs, offering an alternative view that accounts for different aircraft acquisition methods (outright purchase, finance lease, operating lease)[276](index=276&type=chunk) Adjusted EBITDA and Adjusted EBITDAR Reconciliation | Adjusted EBITDA and Adjusted EBITDAR Reconciliation (Six Months Ended June 30, in thousands) | 2025 | 2024 | | :--------------------------------------------------------------------------------------- | :-------- | :-------- | | Net loss | $(39,176) | $(60,844) | | Interest income | $(939) | $(2,440) | | Interest expense | $9,817 | $10,321 | | Depreciation and amortization | $12,021 | $13,173 | | Loss on extinguishment of debt | $4,161 | — | | Change in fair value of warrant liabilities | $(781) | $3,679 | | Adjusted EBITDA | $(11,598) | $(35,485) | | Aircraft lease costs | $10,290 | $10,167 | | Adjusted EBITDAR | $(1,307) | $(25,318) | [Key Operating Metrics](index=56&type=section&id=Key%20Operating%20Metrics) Key operating metrics, including members contributing to revenues (up **32%** YoY) and total flight hours (up **9.7%** YoY), are monitored for business performance Key Operating Metrics | Key Operating Metrics | June 30, 2025 | June 30, 2024 | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | | Ending aircraft on certificate | 93 | 93 | 0.0% | | Total aircraft operated | 93 | 93 | 0.0% | | Members contributing to revenues* | 1,077 | 816 | 32.0% | | Active members | 984 | 723 | 36.1% | | Average aircraft on certificate | 96 | 98 | (2.0)% | | Aircraft contributing to revenues | 86 | 91 | (5.5)% | | Total flight hours | 35,947 | 32,770 | 9.7% | | Total hours per aircraft | 374.8 | 333.5 | 12.4% | | Members per aircraft* | 12.5 | 9.7 | 28.9% | - Members contributing to revenues increased by **32.0%** for the six months ended June 30, 2025, reflecting growth in contractual retail members[281](index=281&type=chunk)[282](index=282&type=chunk) - Total flight hours increased by **9.7%** for the six months ended June 30, 2025, indicating increased usage of programs and fleet scale[281](index=281&type=chunk)[287](index=287&type=chunk) - Total hours per aircraft increased by **12.4%** to **374.8**, suggesting improved operational efficiency and aircraft utilization[281](index=281&type=chunk)[288](index=288&type=chunk) - **97.1%** of customers were fulfilled on the company's fleet without reliance on third parties for the six months ended June 30, 2025[289](index=289&type=chunk) [Components of Results of Our Operations](index=57&type=section&id=Components%20of%20Results%20of%20Our%20Operations) This section details revenue components (charter, MRO, aircraft management) and expense components (cost of revenue, SG&A, D&A, aircraft sales gains/losses, other income/expense) - Revenue sources include charter flights (jet club, fractional, wholesale, retail), MRO services, and aircraft management fees[290](index=290&type=chunk) - Jet club revenue and membership fees are recognized monthly as the company stands ready to provide flight services[291](index=291&type=chunk) - Fractional revenue from ownership interests is recognized over the contract term on a straight-line basis, with variable flight service consideration recognized in the period of performance[293](index=293&type=chunk) - MRO revenue is recognized over time based on the cost of parts and supplies consumed and labor hours worked[294](index=294&type=chunk) - Cost of revenue includes aircraft lease costs, fuel, payroll, crew travel, insurance, maintenance, subscriptions, and third-party flight costs[296](index=296&type=chunk) - Selling, general and administrative expenses cover non-flight related employee compensation, professional fees, corporate travel, advertising, and corporate lease expenses[297](index=297&type=chunk) [Results of Operations](index=58&type=section&id=Results%20of%20Operations) This section provides a comparative analysis of flyExclusive's financial performance for the six and three months ended June 30, 2025, detailing changes in revenue, costs, and other items [Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024](index=58&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030,%202024) For the six months ended June 30, 2025, revenue increased **12.9%** to **$179.5 million**, and net loss improved **35.6%** to **$(39.2) million** due to lower SG&A and favorable warrant fair value changes Financial Performance - Six Months Ended June 30 | Metric (Six Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :--------- | | Revenue | $179,457 | $158,985 | $20,472 | 12.9% | | Cost of revenue | $154,434 | $146,989 | $7,445 | 5.1% | | Selling, general and administrative | $41,288 | $46,673 | $(5,385) | (11.5)% | | Loss from operations | $(27,096) | $(49,267) | $22,171 | (45.0)% | | Net loss | $(39,176) | $(60,844) | $21,668 | (35.6)% | Revenue by Type - Six Months Ended June 30 | Revenue by Type (Six Months Ended June 30, in thousands) | 2025 | 2024 | Change (in thousands) | Change (%) | | :------------------------------------------------------- | :-------- | :-------- | :-------------------- | :--------- | | Jet club and charter | $156,452 | $146,917 | $9,535 | 6.5% | | Fractional ownership | $17,055 | $8,334 | $8,721 | 104.6% | | Maintenance, repair, and overhaul | $4,633 | $3,734 | $899 | 24.1% | | Aircraft management services | $1,317 | — | $1,317 | 100.0% | - Cost of revenue increased by **$7.4 million** (**5.1%**), primarily due to increases in overhaul program expense, affiliate lift expense, and salaries/wages, partially offset by a decrease in fuel expenses[309](index=309&type=chunk)[311](index=311&type=chunk) - Selling, general and administrative expenses decreased by **$5.4 million** (**11.5%**), mainly due to lower professional fees, advertising, marketing, and bad debt expense, reflecting cost optimization efforts[310](index=310&type=chunk)[312](index=312&type=chunk) - The change in fair value of warrant liabilities resulted in a **$4.5 million** positive impact, shifting from a loss in 2024 to a gain in 2025[305](index=305&type=chunk)[317](index=317&type=chunk) [Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024](index=61&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030,%202024) For the three months ended June 30, 2025, revenue increased **15.6%** to **$91.3 million**, and net loss improved **42.1%** to **$(16.1) million** due to lower SG&A and interest expense Financial Performance - Three Months Ended June 30 | Metric (Three Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :-------------------- | :--------- | | Revenue | $91,332 | $79,013 | $12,319 | 15.6% | | Cost of revenue | $77,609 | $72,755 | $4,854 | 6.7% | | Selling, general and administrative | $20,298 | $21,490 | $(1,192) | (5.5)% | | Loss from operations | $(12,360) | $(21,842) | $9,482 | (43.4)% | | Net loss | $(16,129) | $(27,854) | $11,725 | (42.1)% | Revenue by Type - Three Months Ended June 30 | Revenue by Type (Three Months Ended June 30, in thousands) | 2025 | 2024 | Change (in thousands) | Change (%) | | :------------------------------------------------------- | :-------- | :-------- | :-------------------- | :--------- | | Jet club and charter | $79,454 | $72,493 | $6,961 | 9.6% | | Fractional ownership | $8,454 | $4,276 | $4,178 | 97.7% | | Maintenance, repair, and overhaul | $2,872 | $2,244 | $628 | 28.0% | | Aircraft management services | $552 | — | $552 | 100.0% | - Cost of revenue increased by **$4.9 million** (**7%**), primarily due to increases in overhaul program expense, affiliate lift expense, and salaries/wages, partially offset by a decrease in aircraft repair and maintenance[322](index=322&type=chunk)[329](index=329&type=chunk) - Selling, general and administrative expenses decreased by **$1.2 million** (**6%**), mainly due to lower professional fees, advertising, and marketing costs[323](index=323&type=chunk) - Interest expense decreased by **$1.2 million** (**21.8%**) due to decreased debt[326](index=326&type=chunk) [Liquidity and Capital Resources](index=63&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity primarily from financing and operating cash flows, with **$15.8 million** in cash; management expects sufficient funds for 12 months despite a working capital deficit - Principal liquidity sources are financing activities (equity, convertible debt, Merger proceeds) and operating cash flows, primarily from deferred revenue[330](index=330&type=chunk) - As of June 30, 2025, the company had **$15.8 million** in cash and cash equivalents and **$12.2 million** available borrowing capacity under the term loan[330](index=330&type=chunk) - The company consistently maintains a working capital deficit, common in the private aviation industry, largely due to prepaid flights classified as deferred revenue[331](index=331&type=chunk) - Management believes existing cash, operating cash flows, and available borrowings will be sufficient for the next 12 months, but additional capital may be sought for growth[333](index=333&type=chunk) - Material cash requirements include debt service, lease and purchase obligations, capital expenditures, and general corporate purposes[331](index=331&type=chunk)[334](index=334&type=chunk) - Short-term expenditures for the next 12 months are anticipated to be approximately **$137.4 million**, which the company plans to refinance or settle with cash from operations, investment sales, or incremental borrowing[355](index=355&type=chunk) [Critical Accounting Policies and Estimates](index=68&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section reiterates critical accounting policies for warrant classification, temporary equity for preferred stock, and accounting for aircraft sales and assets held for sale - Public Warrants, Private Placement Warrants, and Series A Penny Warrants are classified as derivative liabilities and measured at fair value[372](index=372&type=chunk) - Series B Penny Warrants are classified as permanent equity because they are indexed to the company's own stock and settled in Class A Common Stock[371](index=371&type=chunk) - Series A and Series B Preferred Stock are classified as temporary equity due to redemption rights outside the company's control[373](index=373&type=chunk) - Gains or losses on aircraft sales are recognized upon completion, and aircraft held for sale are recorded at the lower of carrying value and fair value less costs to sell, with depreciation discontinued[374](index=374&type=chunk)[375](index=375&type=chunk) [Recently Issued/Adopted Accounting Standards](index=70&type=section&id=Recently%20Issued%2FAdopted%20Accounting%20Standards) This section refers to Note 2 for details on recently adopted accounting pronouncements, including ASU 2023-07 (Segment Reporting) and ASU 2024-03 (Expense Disaggregation) - The company adopted ASU 2023-07, "Segment Reporting," in the fourth quarter of 2024, expanding segment disclosures[75](index=75&type=chunk)[377](index=377&type=chunk) - The company is currently evaluating the impact of ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures," which is effective for annual periods beginning after December 15, 2026[77](index=77&type=chunk)[377](index=377&type=chunk) [JOBS Act Accounting Election](index=70&type=section&id=JOBS%20Act%20Accounting%20Election) As an "emerging growth company" under the JOBS Act, flyExclusive uses the extended transition period for new accounting standards and benefits from reduced reporting requirements - flyExclusive has elected to use the extended transition period for complying with new or revised accounting standards as an "emerging growth company" under the JOBS Act[378](index=378&type=chunk) - The company benefits from reduced reporting requirements, such as not being required to provide an auditor's attestation report on internal control over financial reporting (Section 404 of SOX)[379](index=379&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rates and aircraft fuel costs, with no material changes reported compared to the 2024 Annual Report on Form 10-K - The company's principal market risks are related to interest rates and aircraft fuel costs[381](index=381&type=chunk) - There have been no material changes to the market risks disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[381](index=381&type=chunk) [Item 4. Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting, as previously reported - As of June 30, 2025, the company's disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting[383](index=383&type=chunk) - These material weaknesses were previously reported in the Annual Report on Form 10-K for the year ended December 31, 2024[383](index=383&type=chunk) - No other material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025, apart from ongoing remediation efforts[384](index=384&type=chunk) [PART II. OTHER INFORMATION](index=72&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, defaults, mine safety, other disclosures, and exhibits [Item 1. Legal Proceedings](index=72&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings, including the Wheels Up Partners, LLC lawsuit, are described in Note 23 "Commitments and Contingencies" of the financial statements - Legal proceedings are described in Note 23 "Commitments and Contingencies" of the condensed consolidated financial statements[386](index=386&type=chunk) [Item 1A. Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors were reported compared to previous Annual Report on Form 10-K and Quarterly Report on Form 10-Q filings - No material changes to the company's risk factors were reported compared to previous filings[387](index=387&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=72&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported, nor were any common stock purchases made during the three months ended June 30, 2025 - No unregistered sales of equity securities or use of proceeds occurred[388](index=388&type=chunk) - The company did not make any purchases of its common stock during the three months ended June 30, 2025[389](index=389&type=chunk) [Item 3. Defaults Upon Senior Securities](index=72&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - No defaults upon senior securities were reported[390](index=390&type=chunk) [Item 4. Mine Safety Disclosures](index=72&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures were reported - No mine safety disclosures were reported[391](index=391&type=chunk) [Item 5. Other Information](index=72&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers during the quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers during the quarter ended June 30, 2025[392](index=392&type=chunk) [Item 6. Exhibits](index=73&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including merger agreements, a waiver letter, Sarbanes-Oxley Act certifications, and Inline XBRL financial statements - Exhibits include merger agreements (Amended and Restated Agreement and Plan of Merger and Reorganization, Amendment No. 1), a Waiver Letter, and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act[394](index=394&type=chunk) - The financial statements (Balance Sheets, Statements of Operations, Stockholders' Equity, Cash Flows, and Notes) are formatted in Inline XBRL[394](index=394&type=chunk) [SIGNATURES](index=74&type=section&id=SIGNATURES) This section contains the duly signed attestations from the company's CEO, CFO, and Chief Accounting Officer [SIGNATURES](index=74&type=section&id=SIGNATURES) The report is duly signed by flyExclusive, Inc.'s CEO, CFO, and Chief Accounting Officer on August 13, 2025 - The report is signed by Thomas James Segrave, Jr. (CEO and Chairman), Brad G. Garner (CFO), and Zachary M. Nichols (Chief Accounting Officer) on August 13, 2025[398](index=398&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x 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 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission file number 001-40444 flyExclusive, Inc. | (Exact name of registrant as specified in its charter) | | --- | | Delaware | 86-1740 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 001-40700 ABVC BioPharma, Inc. (Exact name of Registrant as specified in its charter) State or jurisdiction of incorporat ...

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents Lulu's unaudited condensed consolidated financial statements, reflecting net losses and liquidity challenges [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows decreased total assets and stockholders' equity, with slightly increased liabilities, driven by accumulated deficits Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 29, 2025 | December 29, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $51,596 | $51,501 | | **Total Assets** | $100,960 | $108,198 | | **Total Current Liabilities** | $82,729 | $74,325 | | **Total Liabilities** | $96,707 | $94,830 | | **Total Stockholders' Equity** | $4,253 | $13,368 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The statements show a net loss of $3.0 million for the thirteen weeks and $11.0 million for the twenty-six weeks ended June 29, 2025 Statement of Operations Summary (in thousands) | Metric | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | Twenty-Six Weeks Ended June 29, 2025 | Twenty-Six Weeks Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $81,520 | $91,966 | $145,675 | $169,225 | | Gross profit | $36,932 | $41,883 | $62,773 | $74,529 | | Loss from operations | $(2,623) | $(4,467) | $(10,741) | $(10,625) | | Net loss | $(2,995) | $(10,796) | $(10,993) | $(16,532) | | Diluted loss per share | $(3.92) | $(3.94) | $(6.02) | $(1.08) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity declined from $13.4 million to $4.3 million, primarily due to a net loss and common stock repurchases - For the twenty-six weeks ended June 29, 2025, total stockholders' equity decreased by **$9.1 million**, from **$13.4 million** to **$4.3 million**[27](index=27&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $7.0 million, leading to a $2.9 million decrease in cash and cash equivalents to $1.5 million Cash Flow Summary (in thousands) | Cash Flow Activity | Twenty-Six Weeks Ended June 29, 2025 | Twenty-Six Weeks Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,966 | $10,637 | | Net cash used in investing activities | $(1,053) | $(1,623) | | Net cash used in financing activities | $(8,839) | $(9,739) | | **Net decrease in cash** | **$(2,926)** | **$(725)** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail liquidity issues, going concern uncertainty, significant accounting policies, and the amended credit facility - The company incurred net losses of **$3.0 million** and **$11.0 million** for the thirteen and twenty-six weeks ended June 29, 2025, respectively, and had only **$1.5 million** in cash and cash equivalents at period end[38](index=38&type=chunk) - Management's plans to seek alternative debt financing do not alleviate substantial doubt about the Company's ability to continue as a going concern, as the ability to raise financing is outside of management's control[39](index=39&type=chunk) - A **1-for-15 reverse stock split** of the company's common stock became effective on July 7, 2025. All share and per-share amounts in the financial statements have been retroactively adjusted[62](index=62&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, revenue decline, corporate actions, and significant liquidity challenges raising substantial doubt about going concern [Recent Developments and Liquidity](index=40&type=section&id=Recent%20Developments%20and%20Liquidity) Recent developments include a CFO change, a reverse stock split for Nasdaq compliance, and severe liquidity constraints raising going concern doubt - CFO Tiffany R. Smith resigned effective **June 30, 2025**, with CEO Crystal Landsem appointed as Interim CFO[139](index=139&type=chunk) - A **1-for-15 reverse stock split** was effective **July 7, 2025**, which helped the company regain compliance with Nasdaq's minimum bid price requirement[141](index=141&type=chunk)[143](index=143&type=chunk) - The company is actively seeking alternative debt financing, but its ability to secure it is uncertain, leading to substantial doubt about its ability to continue as a going concern[149](index=149&type=chunk) [Key Operating and Financial Metrics](index=44&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Key metrics for Q2 2025 include a 45.3% Gross Margin, positive Adjusted EBITDA, and a decline in Active Customers Key Metrics Comparison (Q2 2025 vs Q2 2024) | Metric | Thirteen Weeks Ended June 29, 2025 | Thirteen Weeks Ended June 30, 2024 | | :--- | :--- | :--- | | Gross Margin | 45.3% | 45.5% | | Net loss | $(2,995) thousand | $(10,796) thousand | | Adjusted EBITDA | $482 thousand | $(207) thousand | | Active Customers | 2,460 thousand | 2,670 thousand | | Average Order Value | $145 | $143 | [Results of Operations](index=53&type=section&id=Results%20of%20Operations) Q2 2025 net revenue fell 11% due to decreased orders, but cost management reduced expenses, leading to a reduced net loss - Net revenue for Q2 2025 decreased by **$10.4 million (11%)** compared to Q2 2024, driven by a **16% decrease** in Total Orders Placed[180](index=180&type=chunk) - Selling and marketing expenses decreased by **$2.9 million (12%)** in Q2 2025 due to lower online marketing costs[183](index=183&type=chunk) - General and administrative expenses decreased by **$3.9 million (18%)** in Q2 2025, primarily due to reduced headcount, lower equity-based compensation, and decreased D&O insurance costs[184](index=184&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is severely constrained, relying on cash from operations with no further borrowing capacity under the amended credit facility maturing August 22, 2025 - The company has no further access to borrowings under its **2021 Credit Agreement** and is reliant on cash from operations[200](index=200&type=chunk)[206](index=206&type=chunk) - The company entered into a **Forbearance Agreement** on **June 23, 2025**, due to defaults on refinancing milestones. The agreement and the credit facility's maturity date were subsequently extended to **August 22, 2025**[207](index=207&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) - As of **June 29, 2025**, the company had **$1.5 million** in cash and cash equivalents and **$5.8 million** outstanding on its credit facility[209](index=209&type=chunk)[212](index=212&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in market risk exposure have occurred since the disclosures in the 2024 Annual Report on Form 10-K - There has been no material change in the company's exposure to market risk from that discussed in the **2024 10-K**[229](index=229&type=chunk) [Controls and Procedures](index=66&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 as of **June 29, 2025**, the company's disclosure controls and procedures were effective[231](index=231&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[232](index=232&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=68&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings expected to have a material adverse effect on its business or financial condition - The company is not presently a party to any legal proceedings that are expected to have a material adverse effect on its business[234](index=234&type=chunk) [Risk Factors](index=68&type=section&id=Item%201A.%20Risk%20Factors) Critical risks include the potential inability to refinance the 2021 Credit Agreement before maturity and the ongoing risk of Nasdaq delisting - The company may not be able to refinance its **2021 Credit Agreement** before its maturity on **August 22, 2025**. Failure to do so would result in an event of default, allowing lenders to declare all outstanding amounts immediately due and payable[236](index=236&type=chunk) - Despite recently regaining compliance, the company must continue to meet **Nasdaq Capital Market's** listing requirements to avoid the risk of delisting, which could negatively affect its stock price and ability to raise capital[238](index=238&type=chunk)[241](index=241&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=70&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's common stock repurchases during Q2 2025 under its publicly announced stock repurchase program Common Stock Repurchases (Q2 2025) | Period | Total Shares Purchased | Weighted-Average Price Paid Per Share | | :--- | :--- | :--- | | March 31 - May 4, 2025 | 42,943 | $7.00 | | May 5 - June 1, 2025 | 15,431 | $6.59 | | June 2 - June 29, 2025 | 14,959 | $6.75 | [Other Information](index=70&type=section&id=Item%205.%20Other%20Information) The company amended its Forbearance Agreement, extending the 2021 Credit Agreement maturity to August 22, 2025, with no Rule 10b5-1 trading plan changes - On **August 11, 2025**, the company amended its **Forbearance Agreement** and **2021 Credit Agreement**, extending the maturity date from **August 15, 2025**, to **August 22, 2025**[246](index=246&type=chunk) - During the thirteen weeks ended **June 29, 2025**, none of the company's directors or officers adopted, modified, or terminated a **Rule 10b5-1** trading arrangement[247](index=247&type=chunk) [Exhibits](index=72&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate amendments, the Forbearance Agreement, officer certifications, and XBRL data

For the Quarterly Period Ended June 30, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Naples, Florida 34103 Commission File Number: 000-29253 BEASLEY BROADCAST GROUP, INC. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact Name of Registrant as Specified in Its Charter) (State ...

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, and cash flows, along with detailed notes explaining the company's business, significant accounting policies, investments, accrued expenses, borrowings, stockholders' equity, stock-based compensation, fair value measurements, revenue recognition, and segment information [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Unaudited Condensed Consolidated Balance Sheets (in thousands): | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | $11,020 | $16,051 | | Short-term investments | $33,765 | $43,249 | | Total current assets | $56,498 | $72,181 | | Total assets | $60,694 | $90,643 | | **Liabilities and Stockholders' Equity** | | | | Accounts payable | $6,172 | $4,569 | | Accrued expenses | $2,477 | $3,793 | | Convertible debt | $— | $13,688 | | Total current liabilities | $10,863 | $24,099 | | Warrant liability | $2,904 | $7,998 | | Total liabilities | $16,227 | $35,566 | | Total stockholders' equity | $44,467 | $55,077 | | Total liabilities and stockholders' equity | $60,694 | $90,643 | [Unaudited Condensed Consolidated Statements of Operations](index=6&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Unaudited Condensed Consolidated Statements of Operations (in thousands, except per share data): | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | License agreement revenue | $1,364 | $736 | $1,620 | $2,109 | | Research and development | $7,141 | $6,807 | $12,282 | $14,019 | | Selling, general and administrative | $3,784 | $3,166 | $7,528 | $6,835 | | Total operating expenses | $10,925 | $9,973 | $19,810 | $20,854 | | Loss from operations | $(9,561) | $(9,237) | $(18,190) | $(18,745) | | Warrant liability fair value adjustment | $(2,166) | $5,761 | $(5,094) | $(3,848) | | Net loss | $(6,885) | $(14,458) | $(12,276) | $(14,047) | | Net loss per share – basic and diluted | $(0.14) | $(0.30) | $(0.25) | $(0.29) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Unaudited Condensed Consolidated Statements of Cash Flows (in thousands): | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(14,960) | $(14,867) | | Net cash provided by investing activities | $23,713 | $6,826 | | Net cash used in financing activities | $(14,084) | $(15) | | Net decrease in cash, cash equivalents, and restricted cash | $(5,331) | $(8,056) | | Cash, cash equivalents, and restricted cash at end of period | $11,264 | $26,537 | [Notes to the Condensed Consolidated Financial Statements (unaudited)](index=8&type=section&id=NOTES%20TO%20THE%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [1. Description of Business and Basis of Preparation](index=8&type=section&id=1.%20Description%20of%20Business%20and%20Basis%20of%20Preparation) SCYNEXIS, Inc. is a biotechnology company focused on developing innovative medicines for difficult-to-treat fungal infections, primarily through its proprietary fungerp platform. The company's lead product, ibrexafungerp (BREXAFEMME), is approved for vulvovaginal candidiasis. A significant development is the ongoing dispute with GSK regarding the MARIO study for invasive candidiasis, where GSK attempted to terminate the study despite the FDA lifting a clinical hold and the company resuming patient dosing, triggering a $10.0 million milestone payment. The company also faces liquidity challenges with an accumulated deficit and a Nasdaq minimum bid price notification - SCYNEXIS is a biotechnology company developing proprietary triterpenoid antifungal compounds ('fungerps') for difficult-to-treat and drug-resistant infections[17](index=17&type=chunk) - Ibrexafungerp (BREXAFEMME) was approved by the FDA in **2021 and 2022** for vulvovaginal candidiasis (VVC) and reduction in recurrent VVC[17](index=17&type=chunk) - The **Phase 3 MARIO study** for ibrexafungerp in invasive candidiasis resumed in **May 2025** after the **FDA lifted a clinical hold** on **April 24, 2025**[19](index=19&type=chunk)[22](index=22&type=chunk) - GSK notified the company of its intention to terminate the **MARIO study** on **April 28, 2025**, claiming no obligation for a **$30.0 million** development milestone. The company disputes GSK's **unilateral termination right**[20](index=20&type=chunk)[21](index=21&type=chunk) - The company billed a **$10.0 million** development milestone to GSK in **Q2 2025** due to the **resumption of patient dosing** in the **MARIO study**[22](index=22&type=chunk) - The company had an **accumulated deficit** of **$388.8 million** and **capital resources** of **$46.5 million** (cash, cash equivalents, and investments) as of **June 30, 2025**[24](index=24&type=chunk) - On **June 20, 2025**, the company received a **Nasdaq notification** for non-compliance with the **$1.00 minimum bid price rule**, with a compliance date of **December 17, 2025**[27](index=27&type=chunk)[28](index=28&type=chunk) [2. Summary of Significant Accounting Policies](index=10&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the company's accounting policies, including the calculation of basic and diluted net loss per share, and details the impact of recently adopted and issued accounting pronouncements, as well as newly enacted income tax legislation - Basic net loss per common share calculation includes outstanding prefunded warrants from **April 2022** (**7,516,267 shares**) and **December 2020** (**3,200,000 shares**) public offerings[33](index=33&type=chunk) Potentially Dilutive Shares Not Included in Diluted Net Loss Per Share (as of June 30): | Item | 2025 | 2024 | | :---------------------------------------------------- | :--------- | :--------- | | Outstanding stock options | 3,664,841 | 2,842,808 | | Outstanding restricted stock units | 3,139,084 | 3,263,345 | | Warrants to purchase common stock (April 2022 offering) | 15,000,000 | 15,000,000 | | Warrants to purchase common stock (loan agreement) | 198,811 | 198,811 | | Common stock (March 2019 Notes) | — | 1,138,200 | | Warrants to purchase common stock (Danforth) | 50,000 | 50,000 | | **Total** | **22,052,736** | **22,493,164** | - The company adopted **ASU 2023-07** (Segment Reporting) in the prior annual reporting period and **ASU 2023-09** (Income Taxes) is effective for annual periods beginning **January 1, 2025**, with no material impact expected[35](index=35&type=chunk)[36](index=36&type=chunk) - **ASU 2024-03** (Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures) is effective **January 1, 2027**, and its impact is currently being evaluated[37](index=37&type=chunk) - The **One Big Beautiful Bill Act (OBBBA)**, enacted **July 4, 2025**, is not currently expected to materially impact the company's effective tax rate or cash flows in the current fiscal year[38](index=38&type=chunk) [3. Investments](index=11&type=section&id=3.%20Investments) This note provides a summary of the company's investments, primarily in corporate and agency bonds, categorized by maturity. It details their amortized cost, unrealized gains/losses, and fair value, noting that fair values are determined using Level 2 inputs Summary of Investments (in thousands): | Category | June 30, 2025 Fair Value | December 31, 2024 Fair Value | | :----------------------- | :----------------------- | :----------------------- | | Short-term investments | $33,782 | $43,316 | | Long-term investments | $1,739 | $15,808 | | **Total Fair Value** | **$35,521** | **$59,124** | - Investments are carried at amortized cost, and their fair values are determined based on "**Level 2**" inputs[40](index=40&type=chunk) [4. Prepaid Expenses and Other Current Assets](index=12&type=section&id=4.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note details the composition of prepaid expenses and other current assets, showing a decrease from December 31, 2024, to June 30, 2025, primarily driven by a reduction in prepaid research and development services Prepaid Expenses and Other Current Assets (in thousands): | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Prepaid research and development services | $74 | $514 | | Prepaid insurance | $477 | $267 | | Other prepaid expenses | $160 | $169 | | Other current assets | $867 | $1,234 | | **Total** | **$1,578** | **$2,184** | [5. Accrued Expenses](index=12&type=section&id=5.%20Accrued%20Expenses) This note provides a breakdown of accrued expenses, indicating a decrease from December 31, 2024, to June 30, 2025, mainly due to lower accrued employee bonus compensation and research and development expenses Accrued Expenses (in thousands): | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Accrued research and development expenses | $328 | $684 | | Accrued employee bonus compensation | $834 | $1,763 | | Other accrued expenses | $757 | $788 | | Accrued product recall | $558 | $558 | | **Total** | **$2,477** | **$3,793** | [6. Borrowings and Contingencies](index=12&type=section&id=6.%20Borrowings%20and%20Contingencies) This note details the repayment of the March 2019 Senior Convertible Notes and provides updates on ongoing legal proceedings, including a securities class action and shareholder derivative complaints related to alleged misstatements about cross-contamination risks and internal controls - The **$14.0 million** principal amount of the **March 2019 Senior Convertible Notes** was fully repaid at maturity on **March 15, 2025**[44](index=44&type=chunk) - A **securities class action lawsuit**, filed **November 7, 2023**, alleges the company made misleading statements regarding cross-contamination risks in ibrexafungerp manufacturing and inadequate internal controls. The court granted the company's **motion to dismiss with leave to amend** on **July 30, 2025**[46](index=46&type=chunk) - **Shareholder derivative complaints**, filed **May and June 2024**, assert state and federal claims based on similar alleged misstatements as the class action. These cases are consolidated and stayed, with the company intending to vigorously defend them[47](index=47&type=chunk) [7. Stockholders' Equity](index=14&type=section&id=7.%20Stockholders'%20Equity) This note provides a summary of common stock activity, including shares issued and outstanding, and a detailed table of shares reserved for future issuance under various plans and warrants Common Stock Issued and Outstanding: | Date | Shares Issued and Outstanding | | :---------------- | :---------------------------- | | June 30, 2025 | 39,174,941 | | December 31, 2024 | 37,973,991 | - In **August 2025**, a **5%** beneficial owner exercised **2,750,000 prefunded warrants** from the **April 2022** public offering, resulting in the issuance of **2,750,000 common shares** for **$2,750**[48](index=48&type=chunk) Common Shares Reserved for Future Issuance: | Item | June 30, 2025 | December 31, 2024 | | :---------------------------------------------------- | :------------ | :---------------- | | Outstanding stock options | 3,664,841 | 2,905,029 | | Outstanding restricted stock units | 3,139,084 | 3,120,374 | | Prefunded warrants (Dec 2020 offering) | 3,200,000 | 3,200,000 | | Warrants (April 2022 offering) | 15,000,000 | 15,000,000 | | Prefunded warrants (April 2022 offering) | 7,516,267 | 7,516,267 | | Warrants (loan agreement) | 198,811 | 198,811 | | Warrant (Danforth) | 50,000 | 50,000 | | March 2019 Notes conversion | — | 1,138,200 | | 2024 Plan | 3,903,934 | 5,864,196 | | Employee stock purchase plan | 1,399,683 | 1,431,393 | | 2015 Plan | 649,550 | 637,050 | | **Total** | **38,722,170** | **41,061,320** | [8. Stock-based Compensation](index=16&type=section&id=8.%20Stock-based%20Compensation) This note outlines the company's equity incentive plans (2024 Plan, 2015 Plan), summarizes stock option and restricted stock unit (RSU) activity, and details the stock-based compensation expense recognized for the periods - The **2024 Equity Incentive Plan** was adopted in **April 2024** and became effective **June 19, 2024**, succeeding the 2014 Plan. As of **June 30, 2025**, **3,903,934 shares** were available under the **2024 Plan**[53](index=53&type=chunk) Restricted Stock Unit (RSU) Activity (Six Months Ended June 30, 2025): | Metric | Number of Shares | Weighted Average Grant Date Fair Value Per Share | | :-------------------------- | :--------------- | :--------------------------------------------- | | Non-vested at Dec 31, 2024 | 3,120,374 | $1.89 | | Granted | 1,485,949 | $1.05 | | Vested | (1,169,240) | $1.99 | | Forfeited | (297,999) | $1.78 | | Non-vested at June 30, 2025 | 3,139,084 | $1.46 | Stock-based Compensation Expense (in thousands): | Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $202 | $216 | $417 | $411 | | Selling, general and administrative | $618 | $543 | $1,222 | $1,053 | | **Total** | **$820** | **$759** | **$1,639** | **$1,464** | [9. Fair Value Measurements](index=18&type=section&id=9.%20Fair%20Value%20Measurements) This note details the fair value measurements of financial instruments, classifying cash and money market funds as Level 1 assets and the warrant liability as a Level 3 liability. It explains the use of the Black-Scholes model for valuing the warrant liability and provides a reconciliation of its changes Financial Instruments Measured at Fair Value (in thousands): | Item | June 30, 2025 Balance | December 31, 2024 Balance | | :------------------ | :-------------------- | :-------------------- | | Cash | $448 | $3,441 | | Restricted cash | $244 | $544 | | Money market funds | $10,572 | $12,610 | | **Total Level 1 Assets** | **$11,264** | **$16,595** | | Warrant liability | $2,904 | $7,998 | | **Total Level 3 Liabilities** | **$2,904** | **$7,998** | - The **warrant liability** is a **Level 3 financial liability**, valued using the **Black-Scholes option valuation model**, incorporating **unobservable inputs** like **volatility** (**85.4%** at **June 30, 2025**, and **83.4%** at **December 31, 2024**)[59](index=59&type=chunk) Reconciliation of Level 3 Warrant Liabilities (in thousands): | Metric | Amount | | :-------------------------- | :----- | | Balance – December 31, 2024 | $7,998 | | Gain adjustment to fair value | $(5,094) | | Balance – June 30, 2025 | $2,904 | [10. Revenue](index=19&type=section&id=10.%20Revenue) This note details revenue recognition primarily from the GSK License Agreement, including the $10.0 million license agreement receivable associated with the MARIO study milestone. It also highlights the potential impact on financial statements if the dispute with GSK is not resolved favorably - Revenue is primarily derived from the **GSK License Agreement**, which grants GSK exclusive rights for ibrexafungerp in the GSK Territory[61](index=61&type=chunk)[62](index=62&type=chunk) - As of **June 30, 2025**, the company maintains a **$10.0 million license agreement receivable** from GSK, triggered by the resumption of patient dosing in the **Phase 3 MARIO study**[63](index=63&type=chunk) - If the disagreement with GSK over the **MARIO study** is not resolved favorably, the company may need to reverse the **$10.0 million receivable** and recognize remaining deferred revenue, **materially impacting financial statements**[63](index=63&type=chunk) License Agreement Revenue (in thousands): | Period | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Three Months Ended June 30, | $1,364 | $736 | | Six Months Ended June 30, | $1,620 | $2,109 | Deferred Revenue (in thousands): | Category | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Current portion | $1,770 | $1,642 | | Long-term portion | $515 | $1,294 | [11. Segments](index=19&type=section&id=11.%20Segments) The company operates as a single reportable segment focused on drug development, with the CEO serving as the chief operating decision maker. Performance is assessed based on consolidated net loss, and resources are allocated to drug development programs accordingly - The company has one **reportable segment**: drug development, managing business activities on a consolidated basis[66](index=66&type=chunk) - The **Chief Executive Officer (CEO)** is the **chief operating decision maker (CODM)**, assessing performance and allocating resources based on **consolidated net (loss) income**[66](index=66&type=chunk) Drug Development Segment Net Loss (in thousands): | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $1,364 | $736 | $1,620 | $2,109 | | Clinical expense | $2,506 | $2,274 | $4,217 | $4,762 | | Preclinical expense | $1,032 | $646 | $1,969 | $1,181 | | Chemistry, manufacturing, and controls | $1,771 | $1,484 | $2,273 | $3,580 | | Selling, general, and administrative | $3,784 | $3,166 | $7,528 | $6,835 | | Segment net loss | $(6,885) | $(14,458) | $(12,276) | $(14,047) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, including an overview of its drug development pipeline, detailed updates on the MARIO study and SCY-247 development, and discussions on liquidity, legal proceedings, and Nasdaq listing compliance. It also breaks down the components of operating results and analyzes financial performance for the three and six months ended June 30, 2025 and 2024 [Overview](index=22&type=section&id=Overview) - SCYNEXIS, Inc. is a biotechnology company focused on developing **novel antifungal agents (fungerps)** to combat **difficult-to-treat and drug-resistant infections**[70](index=70&type=chunk) - Ibrexafungerp (BREXAFEMME) is the **first approved fungerp for vulvovaginal candidiasis**, and a **second-generation fungerp, SCY-247, is currently in clinical trials**[71](index=71&type=chunk)[72](index=72&type=chunk) [MARIO Study and Clinical Hold Update](index=22&type=section&id=MARIO%20Study%20and%20Clinical%20Hold%20Update) - The **Phase 3 MARIO study** for ibrexafungerp was placed on **clinical hold** in **September 2023** due to **potential cross-contamination** at the **drug substance manufacturer's facility**[74](index=74&type=chunk) - The **FDA lifted the clinical hold** on ibrexafungerp on **April 24, 2025**, allowing the **MARIO study to resume**[75](index=75&type=chunk) - GSK notified the company of its intent to terminate the **MARIO study** on **April 28, 2025**, **disputing obligations for a $30.0 million development milestone**. The company believes GSK does not have a **unilateral termination right**[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - **Patient dosing in the MARIO study resumed in May 2025**, **triggering a $10.0 million development milestone billed to GSK**[78](index=78&type=chunk) - The **September 2023 cross-contamination issue** also led to a **recall of all commercial BREXAFEMME supplies**, with **GSK responsible for manufacturing new supplies and reintroduction to the market**[79](index=79&type=chunk) [SCY-247 Development Update](index=24&type=section&id=SCY-247%20Development%20Update) - The company completed the **single and multiple ascending dose portions of its Phase 1 study of oral SCY-247** in **88 healthy subjects**[81](index=81&type=chunk) - Data from the **SCY-247 Phase 1 study** (**safety, tolerability, and pharmacokinetics**) is **expected to be released in the third quarter of 2025**[81](index=81&type=chunk) [Nasdaq Minimum Bid Price Notification](index=24&type=section&id=Nasdaq%20Minimum%20Bid%20Price%20Notification) - On **June 20, 2025**, the company received a **Nasdaq notification for failing to meet the $1.00 minimum bid price requirement for 30 consecutive business days**[82](index=82&type=chunk) - The company has **180 calendar days**, until **December 17, 2025**, to **regain compliance by having its common stock close at $1.00 or more for at least 10 consecutive business days**[83](index=83&type=chunk) [Class Action Lawsuit](index=24&type=section&id=Class%20Action%20Lawsuit) - A **securities class action was filed on November 7, 2023**, alleging **misleading statements regarding cross-contamination risks in ibrexafungerp manufacturing and inadequate internal controls**. The **motion to dismiss was granted with leave to amend on July 30, 2025**[84](index=84&type=chunk) - **Shareholder derivative complaints**, filed in **May and June 2024**, assert **similar claims against the company's directors and officers**; these cases are **consolidated and stayed**[85](index=85&type=chunk) [Liquidity](index=25&type=section&id=Liquidity) - As of **June 30, 2025**, the company's **principal source of liquidity was cash, cash equivalents, and investments totaling $46.5 million**[86](index=86&type=chunk) - The company had an **accumulated deficit of $388.8 million** as of **June 30, 2025**, and expects to incur **significant R&D and SG&A expenses, necessitating additional capital**[87](index=87&type=chunk) - Future funding may be obtained through **equity offerings, debt financings, non-dilutive third-party funding, strategic alliances, or licensing/collaboration arrangements**[87](index=87&type=chunk) [Collaborations and Licensing Agreements](index=25&type=section&id=Collaborations%20and%20Licensing%20Agreements) - Key licensing agreements include: **GSK (ibrexafungerp development, manufacture, commercialization)**, **Merck (ibrexafungerp rights, milestones, royalties)**, **Hansoh (ibrexafungerp in Greater China, Chinese VVC approval, milestones, ~10% royalties)**, **R-Pharm (ibrexafungerp in Russia/non-core markets)**, **Waterstone (SCY-635 for viral diseases)**, and **Cypralis (cyclophilin inhibitor assets, milestones, royalties)**[88](index=88&type=chunk) [Components of Operating Results](index=25&type=section&id=Components%20of%20Operating%20Results) [Revenue](index=25&type=section&id=Revenue) - Revenue consists of **license agreement revenue associated with GSK**[89](index=89&type=chunk) [Research and Development Expense](index=25&type=section&id=Research%20and%20Development%20Expense) - R&D expenses include costs for **preclinical/clinical trials, drug formulation, manufacturing, regulatory filings, salaries, and medical affairs**. **Ibrexafungerp and SCY-247 were the only key R&D projects**[90](index=90&type=chunk)[91](index=91&type=chunk) [Selling, General and Administrative Expense](index=26&type=section&id=Selling,%20General%20and%20Administrative%20Expense) - SG&A expenses primarily consist of **salaries, personnel-related costs, facility costs, professional fees (accounting, legal), consulting, patent fees, information systems, and marketing**[93](index=93&type=chunk) [Other Expense (Income)](index=26&type=section&id=Other%20Expense%20(Income)) - Other expense (income) includes **amortization of debt issuance costs and discount, interest income, interest expense, warrant liability fair value adjustment, and derivative liability fair value adjustment**[94](index=94&type=chunk) [Income Tax Expense](index=26&type=section&id=Income%20Tax%20Expense) - Income tax expense for the **six months ended June 30, 2024**, primarily consisted of **U.S. federal income tax**[95](index=95&type=chunk) [Results of Operations for the Three Months Ended June 30, 2025 and 2024](index=26&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Results of Operations (Three Months Ended June 30, in thousands): | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | License agreement revenue | $1,364 | $736 | $628 | 85.3% | | Research and development | $7,141 | $6,807 | $334 | 4.9% | | Selling, general and administrative | $3,784 | $3,166 | $618 | 19.5% | | Total operating expenses | $10,925 | $9,973 | $952 | 9.5% | | Loss from operations | $(9,561) | $(9,237) | $(324) | 3.5% | | Amortization of debt issuance costs and discount | $— | $421 | $(421) | (100.0)% | | Interest income | $(510) | $(1,130) | $620 | (54.9)% | | Interest expense | $— | $197 | $(197) | (100.0)% | | Warrant liability fair value adjustment | $(2,166) | $5,761 | $(7,927) | (137.6)% | | Derivative liability fair value adjustment | $— | $(28) | $28 | (100.0)% | | Total other (income) expense | $(2,676) | $5,221 | $(7,897) | (151.3)% | | Net loss | $(6,885) | $(14,458) | $7,573 | (52.4)% | - **Research and development expenses increased by $0.3 million (5%)** due to increases in **CMC ($0.3M)** and **preclinical ($0.4M)** expenses, partially offset by decreases in salary and other R&D expenses[97](index=97&type=chunk)[99](index=99&type=chunk) - **Selling, general and administrative expenses increased by $0.6 million (20%)** primarily due to a **$0.4 million increase in professional fees**[100](index=100&type=chunk) - A **$2.2 million gain on warrant liability fair value adjustment** was recognized in **Q2 2025**, compared to a **$5.8 million loss** in **Q2 2024**, primarily due to a **decrease in the company's stock price**[103](index=103&type=chunk) [Results of Operations for the Six Months Ended June 30, 2025 and 2024](index=27&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Results of Operations (Six Months Ended June 30, in thousands): | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | :--------- | | License agreement revenue | $1,620 | $2,109 | $(489) | (23.2)% | | Research and development | $12,282 | $14,019 | $(1,737) | (12.4)% | | Selling, general and administrative | $7,528 | $6,835 | $693 | 10.1% | | Total operating expenses | $19,810 | $20,854 | $(1,044) | (5.0)% | | Loss from operations | $(18,190) | $(18,745) | $555 | (3.0)% | | Amortization of debt issuance costs and discount | $312 | $822 | $(510) | (62.0)% | | Interest income | $(1,305) | $(2,402) | $1,097 | (45.7)% | | Interest expense | $173 | $403 | $(230) | (57.1)% | | Warrant liabilities fair value adjustment | $(5,094) | $(3,848) | $(1,246) | 32.4% | | Derivative liabilities fair value adjustment | $— | $(196) | $196 | (100.0)% | | Total other income | $(5,914) | $(5,221) | $(693) | 13.3% | | Loss before taxes | $(12,276) | $(13,524) | $1,248 | (9.2)% | | Income tax expense | $— | $523 | $(523) | (100.0)% | | Net loss | $(12,276) | $(14,047) | $1,771 | (12.6)% | - **Research and development expenses decreased by $1.7 million (12%)** primarily due to a **$1.3 million decrease in CMC expense** and a **$0.5 million decrease in clinical expense**, partially offset by an **$0.8 million increase in preclinical expense**[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - **Selling, general and administrative expenses increased by $0.7 million (10%)** due to increases in **business development expense ($0.3M)** and **salary expense ($0.3M)**[109](index=109&type=chunk) - A **$5.1 million gain on warrant liabilities fair value adjustment** was recognized in **H1 2025**, compared to a **$3.8 million gain** in **H1 2024**, primarily due to a **decrease in the company's stock price**[112](index=112&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) [Sources of Liquidity](index=29&type=section&id=Sources%20of%20Liquidity) - As of **June 30, 2025**, the company had **$46.5 million in cash, cash equivalents, and investments**, down from **$75.1 million at December 31, 2024**[114](index=114&type=chunk) - The company believes its **capital resources are sufficient for at least 12 months** but anticipates needing **additional capital due to significant R&D and SG&A expenses**[114](index=114&type=chunk)[115](index=115&type=chunk) [Cash Flows](index=30&type=section&id=Cash%20Flows) Cash Flows (Six Months Ended June 30, in thousands): | Activity | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Net cash used in operating activities | $(14,960) | $(14,867) | | Net cash provided by investing activities | $23,713 | $6,826 | | Net cash used in financing activities | $(14,084) | $(15) | | Net decrease in cash, cash equivalents, and restricted cash | $(5,331) | $(8,056) | - **Net cash used in operating activities increased slightly by $0.1 million** in **H1 2025** compared to **H1 2024**, primarily due to **continued development costs for SCY-247 and ibrexafungerp**[118](index=118&type=chunk) - **Net cash provided by investing activities significantly increased to $23.7 million** in **H1 2025** from **$6.8 million in H1 2024**, driven by **maturities of investments**[121](index=121&type=chunk) - **Net cash used in financing activities increased substantially to $14.1 million** in **H1 2025**, primarily due to the **$14.0 million repayment of convertible debt**[122](index=122&type=chunk) [Future Funding Requirements](index=30&type=section&id=Future%20Funding%20Requirements) - The company anticipates **substantial additional funding will be required** for **ongoing operations**, particularly for **research, development, and clinical trials of product candidates**[123](index=123&type=chunk) - Future capital requirements depend on factors such as the success of the **GSK License Agreement**, clinical development progress of SCY-247 and ibrexafungerp, regulatory approvals, intellectual property, and strategic alliances[125](index=125&type=chunk)[128](index=128&type=chunk) - Funding strategies include **equity offerings (potentially dilutive)**, **debt financings (with covenants)**, **non-dilutive third-party funding**, and **strategic alliances/licensing arrangements (potentially relinquishing rights)**[125](index=125&type=chunk) [Significant Estimates and Judgments](index=32&type=section&id=Significant%20Estimates%20and%20Judgments) - The **preparation of financial statements requires management to make estimates and assumptions** affecting **reported asset/liability amounts and revenue/expense disclosures**, which are **evaluated on an ongoing basis**[126](index=126&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that quantitative and qualitative disclosures about market risk are not applicable to smaller reporting companies - This item is **not applicable to smaller reporting companies**[129](index=129&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms management's evaluation of the effectiveness of the company's disclosure controls and procedures, concluding they were effective as of June 30, 2025. It also states that there have been no material changes in internal control over financial reporting during the quarter [Management's Evaluation of our Disclosure Controls and Procedures](index=33&type=section&id=Management's%20Evaluation%20of%20our%20Disclosure%20Controls%20and%20Procedures) - As of **June 30, 2025**, **management, with the participation of the principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level**[131](index=131&type=chunk) [Changes in Internal Control Over Financial Reporting](index=33&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - During the **three months ended June 30, 2025**, there were **no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting**[132](index=132&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) This section provides an update on the legal proceedings, including a securities class action and shareholder derivative complaints, both alleging misstatements regarding cross-contamination risks and internal controls. The company intends to vigorously defend these litigations - A **securities class action**, filed **November 7, 2023**, alleges misleading statements about ibrexafungerp manufacturing and internal controls. The **court granted the company's motion to dismiss with leave to amend on July 30, 2025**[134](index=134&type=chunk) - **Shareholder derivative complaints**, filed **May and June 2024**, assert similar claims against directors and officers, are consolidated, and currently stayed. The company disagrees with the allegations and intends to defend vigorously[135](index=135&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) This section highlights the risk of the company's common stock being delisted from the Nasdaq Global Market due to non-compliance with the minimum $1.00 bid price requirement. The company received a deficiency notice and has until December 17, 2025, to regain compliance - The company received a **Nasdaq notification** on **June 20, 2025**, for failing to maintain a **minimum closing bid price of $1.00 per share for 30 consecutive business days**[138](index=138&type=chunk) - The **compliance date to regain the $1.00 minimum bid price is December 17, 2025**. Failure to comply could lead to **delisting or transfer to the Nasdaq Capital Market**, potentially requiring a **reverse stock split**[139](index=139&type=chunk)[140](index=140&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including organizational documents, certifications, and XBRL data files - Exhibits include **Amended and Restated Certificate of Incorporation**, **By-Laws**, **Certifications of CEO and CFO (31.1*, 31.2*, 32.1**), **Inline XBRL Instance Document**, and **Cover Page Interactive Data File**[143](index=143&type=chunk) [Signatures](index=37&type=section&id=Signatures) This section contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report on behalf of SCYNEXIS, Inc - The report is signed by **David Angulo, M.D., Chief Executive Officer**, and **Ivor Macleod, Chief Financial Officer**, on **August 12, 2025**[148](index=148&type=chunk)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) 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: 001-36790 Predictive Oncology Inc. (Exact name of registrant as specified in its ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission file number: 001-40893 CATALYST BANCORP, INC. (Exact name of registrant as specified in its charter) Louisiana 86-2411762 (State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification No.) 235 N. Court Street, Opelousas, Louisiana 70570 (Address of principal executive offices; Zip Code) (337) 948-3033 (Registrant's telephone number, including area code) None (Former ...