Aspira Women’s Health (AWH) - 2025 Q2 - Quarterly Results
2025-08-12 22:19
Exhibit 99.1 Aspira Announces Second Quarter 2025 Financial Results and Provides Business Update AUSTIN, Texas, August 12, 2025 (GLOBE NEWSWIRE) — Aspira Women's Health Inc. ("Aspira") (OTCQB: AWHL), an AI enhanced bio-analytics based women's health company focused on delivering leading noninvasive gynecologic disease diagnostic and disease management tools, announced today its results of operations for the three and six months ended June 30, 2025. The Company also reported early progress under its new lead ...
CoreWeave Inc-A(CRWV) - 2025 Q2 - Quarterly Report
2025-08-12 22:18
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q _________________________ (Mark One) 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 001-42563 _________________________ CoreWeave, Inc. (Exact na ...
CAVA (CAVA) - 2025 Q2 - Quarterly Report
2025-08-12 22:16
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 13, 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 001-41721 CAVA Group, Inc. (Exact name of registrant as specified in its charter) (State or other jur ...
Aspira Women’s Health (AWH) - 2025 Q2 - Quarterly Report
2025-08-12 22:12
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) 12117 Bee Caves Road, Building III, Suite 100, Austin, Texas 78738 (Address of principal executive offices) (Zip Code) 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: ...
Gores Holdings X Inc Unit(GTENU) - 2025 Q2 - Quarterly Report
2025-08-12 22:07
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 001-42628 GORES HOLDINGS X, INC. (Exact name of registrant as specified in its Charter) 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 Cayman Islands 98-1740672 (State or other ju ...
Gores Holdings X Inc-A(GTEN) - 2025 Q2 - Quarterly Report
2025-08-12 22:07
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: 001-42628 GORES HOLDINGS X, INC. (Exact name of registrant as specified in its Charter) Cayman Islands 98-1740672 (State or other ju ...
Eupraxia Pharmaceuticals Inc(EPRX) - 2025 Q2 - Quarterly Report
2025-08-12 22:03
Exhibit 99.1 EUPRAXIA PHARMACEUTICALS INC. CONSOLIDATED FINANCIAL STATEMENTS For the Three and Six Months ended June 30, 2025 (Unaudited and Expressed in U.S. Dollars) EUPRAXIA PHARMACEUTICALS INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (Unaudited and Expressed in U.S. Dollars) CONTENTS | CONSOLIDATED BALANCE SHEETS | 2 | | --- | --- | | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | 3 | | CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) | 4-5 | | CONSOLIDATED STAT ...
Investcorp Credit Management BDC(ICMB) - 2025 Q4 - Annual Report
2025-08-12 22:02
PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements for Q2 and H1 2025, detailing assets, operations, cash flows, and investment schedules [Consolidated Statements of Assets and Liabilities](index=3&type=section&id=Consolidated%20Statements%20of%20Assets%20and%20Liabilities) Total assets increased to **$224.1 million** by June 30, 2025, while net assets slightly decreased to **$76.0 million**, with NAV per share at **$5.27** Consolidated Balance Sheet Highlights (in millions) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Total Investments, at fair value | $204.1 | $191.6 | | Total Assets | $224.1 | $206.9 | | Debt, net | $134.4 | $122.0 | | Total Liabilities | $148.1 | $129.2 | | Total Net Assets | $76.0 | $77.6 | | **Net Asset Value Per Share** | **$5.27** | **$5.39** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 2025 saw a net decrease in net assets of **$0.4 million**, an improvement from Q2 2024, driven by a **$2.2 million** net realized gain Key Operating Results (Unaudited) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Investment Income | $4,545,199 | $5,119,319 | $8,913,963 | $11,737,408 | | Net Investment Income After Taxes | $604,148 | $1,309,102 | $1,207,674 | $3,387,464 | | Net Realized Gain (Loss) | $2,208,625 | $(1,828,530) | $581,343 | $(8,100,498) | | Net Change in Unrealized (Depreciation) | $(3,247,071) | $(1,432,718) | $(17,023) | $5,172,628 | | **Net Increase (Decrease) in Net Assets** | **$(434,298)** | **$(1,952,146)** | **$1,771,994** | **$459,594** | | **Earnings Per Share (Basic & Diluted)** | **$(0.03)** | **$(0.14)** | **$0.12** | **$0.03** | [Consolidated Statements of Changes in Net Assets](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) Net assets decreased by **$1.6 million** to **$76.0 million** for H1 2025, primarily due to stockholder distributions outweighing operational increases Reconciliation of Net Assets (Six Months Ended June 30) | Description | 2025 | 2024 | | :--- | :--- | :--- | | Net Assets at Beginning of Period | $77,602,130 | $78,840,983 | | Net Increase from Operations | $1,771,994 | $459,594 | | Net Decrease from Distributions | $(3,460,353) | $(4,319,679) | | Net Increase from Capital Transactions | $70,453 | $29,311 | | **Net Assets at End of Period** | **$75,984,224** | **$75,010,209** | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash increased by **$5.2 million** in H1 2025, driven by financing activities, reversing the prior year's decrease from debt repayments Cash Flow Summary (Six Months Ended June 30) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash (Used in) Provided by Operating Activities | $(1,641,178) | $24,904,835 | | Net Cash Provided by (Used in) Financing Activities | $6,881,351 | $(34,460,393) | | **Net Change in Cash** | **$5,240,173** | **$(9,555,558)** | | Cash and Restricted Cash at End of Period | $17,344,720 | $5,108,804 | [Consolidated Schedule of Investments](index=7&type=section&id=Consolidated%20Schedule%20of%20Investments) The investment portfolio reached **$204.1 million** by June 30, 2025, primarily in Senior Secured First Lien Debt, with diversified industry concentrations Portfolio Composition by Investment Type (at Fair Value) | Investment Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Senior Secured First Lien Debt | $161,727,463 (79.2%) | $155,530,390 (81.2%) | | Equity, Warrants and Other | $42,403,216 (20.8%) | $36,086,568 (18.8%) | | **Total Investments** | **$204,130,679** | **$191,616,958** | - The portfolio is diversified across various industries, with the top three being Professional Services, Insurance, and Containers & Packaging, collectively making up **32.55%** of the total portfolio at fair value as of June 30, 2025[111](index=111&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Detailed notes cover accounting policies, investment valuation, debt facilities, related-party transactions, and subsequent events like new dividends and share repurchases - The majority of the investment portfolio, **$176.3 million** out of **$204.1 million**, is classified as Level 3 in the fair value hierarchy, indicating their valuation is based on significant unobservable inputs[117](index=117&type=chunk) Outstanding Borrowings as of June 30, 2025 | Facility | Principal Amount | Maturity Date | | :--- | :--- | :--- | | Capital One Revolving Financing | $70.5 million | Jan 17, 2029 | | 4.875% Notes due 2026 | $65.0 million | Apr 1, 2026 | - Subsequent to quarter-end, on August 7, 2025, the Board declared a quarterly distribution of **$0.12 per share** plus a supplemental distribution of **$0.02 per share**; a new **$5 million** share repurchase program was also authorized for one year[178](index=178&type=chunk)[179](index=179&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operating results, portfolio composition, investment activity, asset quality, liquidity, and capital resources [Portfolio and Investment Activity](index=53&type=section&id=Portfolio%20and%20Investment%20Activity) The **$204.1 million** investment portfolio, primarily first lien, maintained strong asset quality with **85.5%** rated performing at or above expectations - During the six months ended June 30, 2025, the company invested approximately **$24.1 million** in two new and six existing portfolio companies[224](index=224&type=chunk) Portfolio Asset Quality by Fair Value | Investment Rating | % of Portfolio (June 30, 2025) | % of Portfolio (Dec 31, 2024) | | :--- | :--- | :--- | | 1 - Above Expectations | 5.7% | 7.1% | | 2 - At Expectations | 79.8% | 74.6% | | 3 - Below Expectations | 10.4% | 14.6% | | 4 - Substantially Below (Return Loss) | 3.4% | 0.0% | | 5 - Substantially Below (Principal Loss) | 0.7% | 3.7% | [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Total investment income decreased in Q2 and H1 2025 due to lower interest rates, but a significant net realized gain offset some declines - The decrease in investment income for Q2 and H1 2025 compared to 2024 was primarily driven by lower index and interest rates and reduced PIK interest from certain investments following restructurings[230](index=230&type=chunk)[236](index=236&type=chunk) - A net realized gain of **$2.2 million** in Q2 2025, mainly from the sale of an equity interest, contrasted sharply with a **$1.8 million** net realized loss in Q2 2024, which was related to a restructuring[233](index=233&type=chunk) [Liquidity and Capital Resources](index=59&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$2.9 million** cash, **$14.4 million** restricted cash, and **$29.5 million** available on its credit facility - The company's asset coverage ratio was **156.1%** as of June 30, 2025, providing a cushion over the **150%** regulatory requirement for BDCs[246](index=246&type=chunk)[248](index=248&type=chunk) - As of June 30, 2025, the company had unfunded commitments to portfolio companies totaling **$5.6 million**, an increase from **$4.6 million** at year-end 2024[227](index=227&type=chunk)[256](index=256&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to interest rate risk, with a favorable asset-liability structure benefiting from rising rates - The company is positioned to benefit from rising interest rates due to its asset-liability structure, with a higher proportion of floating-rate assets than floating-rate liabilities[261](index=261&type=chunk)[262](index=262&type=chunk) Interest Rate Sensitivity Analysis (as of June 30, 2025) | Change in Interest Rates | Estimated Impact on Net Interest Income | | :--- | :--- | | +1.00% | +8.91% | | +2.00% | +17.82% | [Item 4. Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[267](index=267&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[268](index=268&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings beyond routine litigation incidental to its business - The company is not involved in any material legal proceedings[270](index=270&type=chunk) [Item 1A. Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the previously disclosed risk factors were reported for the six months ended June 30, 2025 - No material changes to risk factors were reported for the six months ended June 30, 2025[272](index=272&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=65&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2025, the company issued **17,169 shares** for **$47,738** under its dividend reinvestment plan, exempt from registration - In Q2 2025, **17,169 shares** were issued via the dividend reinvestment plan for proceeds of **$47,738**[273](index=273&type=chunk) [Item 5. Other Information](index=65&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated Rule 10b5-1 trading plans during the quarter[277](index=277&type=chunk) [Item 6. Exhibits](index=66&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications and interactive data files
Spectral AI(MDAI) - 2025 Q2 - Quarterly Report
2025-08-12 21:55
Part I. Financial Information [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) Presents Spectral AI, Inc.'s unaudited condensed consolidated financial statements, detailing financial position and performance [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20and%20December%2031%2C%202024) **Unaudited Condensed Consolidated Balance Sheets (in thousands)** | Item | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | **Assets** | | | | Cash | $10,524 | $5,157 | | Accounts receivable, net | $1,467 | $2,505 | | Total current assets | $14,001 | $10,122 | | Total Assets | $16,009 | $12,095 | | **Liabilities and Stockholders' Deficit** | | | | Accounts payable | $1,986 | $4,035 | | Accrued expenses | $2,547 | $3,210 | | Warrant liabilities | $10,555 | $6,451 | | Total current liabilities | $16,186 | $17,644 | | Notes payable, long-term | $7,632 | $- | | Total Liabilities | $25,160 | $19,346 | | Total Stockholders' Deficit | $(9,151) | $(7,251) | | Total Liabilities and Stockholders' Deficit | $16,009 | $12,095 | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) **Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands)** | Item | 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 revenue | $5,065 | $7,478 | $11,772 | $13,804 | | Gross profit | $2,290 | $3,314 | $5,458 | $6,259 | | Operating loss | $(2,123) | $(2,442) | $(3,019) | $(4,585) | | Change in fair value of warrant liability | $(5,449) | $348 | $(1,196) | $368 | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | | Net loss per share (Basic and Diluted) | $(0.31) | $(0.16) | $(0.21) | $(0.36) | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit%20for%20the%20three%20months%20ended%20March%2031%2C%202025%20and%202024%2C%20and%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) **Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit (in thousands)** | Item | Balance at Dec 31, 2024 | Stock-based compensation | Issuance of Common Stock from debt offering | Issuance of common stock to pay convertible debt | Sale of common stock | Exercise of stock options | Cumulative translation adjustment | Net income/loss | Balance at June 30, 2025 | | :-------------------------- | :---------------------- | :----------------------- | :------------------------------------------ | :----------------------------------- | :------------------- | :---------------------- | :------------------------------ | :-------------- | :----------------------- | | Common Stock (Shares) | 22,594,877 | - | 2,028,846 | 610,426 | 310,925 | 43,047 | - | - | 25,737,820 | | Common Stock (Amount) | $2 | $- | $- | $- | $- | $- | $- | $- | $2 | | Additional Paid-in Capital | $40,973 | $200 | $377 | $1,433 | $543 | $158 | $- | $- | $44,095 | | Accumulated Other Comprehensive Income | $3 | $- | $- | $- | $- | $- | $49 | $- | $52 | | Accumulated Deficit | $(48,229) | $- | $- | $- | $- | $- | $- | $(5,071) | $(53,300) | | Total Stockholders' Deficit | $(7,251) | $611 | $377 | $1,433 | $543 | $158 | $49 | $(5,071) | $(9,151) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) **Unaudited Condensed Consolidated Statements of Cash Flows (in thousands)** | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,867) | $(8,042) | | Net cash provided by financing activities | $10,185 | $10,131 | | Effect of exchange rate changes on cash | $49 | $(2) | | Net increase in cash | $5,367 | $2,087 | | Cash, beginning of period | $5,157 | $4,790 | | Cash, end of period | $10,524 | $6,877 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes clarifying accounting policies, fair value, revenue, debt, and equity for the unaudited consolidated financial statements [Note 1. Nature of the Business and Presentation](index=8&type=section&id=1.%20NATURE%20OF%20THE%20BUSINESS%20AND%20PRESENTATION) Spectral AI, Inc. focuses on AI-driven burn wound diagnostics, generating government contract revenue and pursuing FDA approval for DeepView System - Spectral AI, Inc. is an **Artificial Intelligence (AI)** company focused on predictive medical diagnostics, with its **DeepView™ System** designed to assess burn wound healing potential[15](index=15&type=chunk) - The **DeepView System** received **UKCA marking** for burn indications in February 2024 and a De Novo application was filed with the **FDA** in June 2025 for **Class II medical device designation**[16](index=16&type=chunk) - The company currently generates revenue from **contract development and research services** for **governmental agencies** (primarily BARDA and MTEC) and has generated **no product revenue** to date[18](index=18&type=chunk)[19](index=19&type=chunk) - A new contract with BARDA in September 2023 provides up to **$150.0 million** in additional funding, including an initial **$54.9 million** for clinical validation, system distribution, and FDA submission[19](index=19&type=chunk) - **Liquidity Position (in thousands)** | Metric | June 30, 2025 | December 31, 2024 | | :------------------ | :------------ | :---------------- | | Cash | $10,524 | $5,157 | | Accumulated Deficit | $(53,300) | $(48,229) | | Debt Outstanding | $7,700 | $2,800 | - The company believes it has **sufficient working capital to fund operations for at least one year**, supported by the BARDA contract, MTEC Agreement, and Avenue Financing[45](index=45&type=chunk) - An immaterial correction of errors in prior period financial information resulted in a **$126,000** increase to both accumulated deficit and additional paid-in capital as of December 31, 2024 and 2023[26](index=26&type=chunk) - Accounts receivable and research and development revenue are highly concentrated, with one U.S. government agency representing **94% of net receivables** (June 30, 2025) and **92% of revenue** (three months ended June 30, 2025)[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 2. Recent Accounting Pronouncements](index=12&type=section&id=2.%20RECENT%20ACCOUNTING%20PRONOUCEMENTS) Evaluates the impact of recent accounting standards, ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation), on financial statements - **ASU 2023-09 (Income Taxes)** requires **more detailed income tax disclosures**, effective for annual periods beginning after December 15, 2024[46](index=46&type=chunk) - **ASU 2024-03 (Expense Disaggregation Disclosures)** requires **additional information about specific expense categories**, effective for fiscal years beginning after December 15, 2026[47](index=47&type=chunk) [Note 3. Fair Value Measurements](index=13&type=section&id=3.%20FAIR%20VALUE%20MEASUREMENTS) Measures financial liabilities, primarily warrant liabilities, at fair value, with a significant increase due to Level 3 warrant changes - **Fair Value Measured as of June 30, 2025 (in thousands)** | Item | Fair value | Level 1 | Level 2 | Level 3 | | :------------------ | :--------- | :------ | :------ | :------ | | Warrant liabilities | $10,555 | $5,903 | $- | $4,651 | - **Fair Value Measured as of December 31, 2024 (in thousands)** | Item | Fair value | Level 1 | Level 2 | Level 3 | | :-------------------------- | :--------- | :------ | :------ | :------ | | Warrant liabilities | $6,451 | $6,409 | $- | $41 | | Short-term notes payable – Yorkville | $2,365 | $- | $- | $2,365 | - **Changes in Level 3 Liabilities Measured at Fair Value (in thousands)** | Period | Balance - January 1, 2025 | Fair value at issuance | Change in fair value | Balance - June 30, 2025 | | :-------------------------- | :---------------------- | :--------------------- | :------------------- | :---------------------- | | Six months ended June 30, 2025 | $41 | $2,908 | $1,702 | $4,651 | - Public Warrants were amended in November 2024 to have an exercise price of **$2.75 per share**, down from **$11.50**[52](index=52&type=chunk) - The company issued **2,068,846 Investor Warrants** in March 2025 with an exercise price of **$1.80 per share**, classified as liability instruments due to certain terms[54](index=54&type=chunk)[56](index=56&type=chunk) - As part of the Avenue Financing, **768,072 Avenue Warrants** were issued, classified as liability instruments, with an exercise price equal to the lower of **$1.66 per share** or the lowest price in future equity raises through December 31, 2025[58](index=58&type=chunk)[70](index=70&type=chunk) [Note 4. Research and Development Revenue](index=16&type=section&id=4.%20RESEARCH%20AND%20DEVELOPMENT%20REVENUE) Research and development revenue decreased for both three and six months ended June 30, 2025, primarily due to reduced BARDA contract activity - **Research and Development Revenue by Source (in thousands)** | Source | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | BARDA | $4,649 | $7,066 | $11,030 | $13,167 | | Other U.S. governmental authorities | $416 | $412 | $742 | $637 | | **Total revenue** | **$5,065** | **$7,478** | **$11,772** | **$13,804** | - **Contract Liabilities (Deferred Revenue, in thousands)** | Item | December 31, 2024 Balance | Additions | Reductions | June 30, 2025 Balance | | :----------------- | :------------------------ | :-------- | :--------- | :-------------------- | | Deferred revenue | $960 | $3,615 | $(4,151) | $424 | - Research and development expense for the six months ended June 30, 2025, was **$6.6 million**, down from **$9.7 million** in the comparable 2024 period[64](index=64&type=chunk) [Note 5. Accrued Expenses](index=16&type=section&id=5.%20ACCRUED%20EXPENSES) Accrued expenses decreased from December 31, 2024, to June 30, 2025, primarily due to reduced salary and wages - **Accrued Expenses (in thousands)** | Category | June 30, 2025 | December 31, 2024 | | :------------------ | :-------------- | :---------------- | | Salary and wages | $1,676 | $2,196 | | Operating expenses | $222 | $355 | | Benefits | $446 | $411 | | Non-operating expenses | $60 | $60 | | Taxes | $143 | $188 | | **Total accrued expenses** | **$2,547** | **$3,210** | [Note 6. Notes Payable](index=17&type=section&id=6.%20NOTES%20PAYABLE) Secured new long-term debt via Avenue Financing, including an initial draw-down and potential second tranche, while repaying Yorkville Convertible Notes - **Notes Payable Outstanding Balance (in thousands)** | Note Type | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Avenue Capital Note Principal and Final Payment Fee | $9,250 | $- | | Yorkville Convertible Notes, at fair value | $- | $2,365 | | 2024 Insurance Note | $62 | $422 | | **Total Outstanding Balance** | **$9,312** | **$2,787** | | Less: current portion of notes payable | $(62) | $(2,787) | | Unamortized debt discounts and debt issuance costs | $(1,618) | $- | | **Notes payable, long term** | **$7,632** | **$-** | - The company completed the Avenue Financing on March 24, 2025, with an initial draw-down of **$8.5 million**[67](index=67&type=chunk) - The Avenue Financing has a three-year term, matures on March 1, 2028, and accrues interest at the greater of (i) Prime Rate + 5.25% or (ii) 12.75%; a final payment of **$0.8 million** is due at maturity[68](index=68&type=chunk) - A second financing tranche of **$6.5 million** under the Avenue Financing is contingent upon FDA clearance of the DeepView System and a **$7.0 million** equity raise[68](index=68&type=chunk)[131](index=131&type=chunk) - The remaining **$2.4 million** of Yorkville Convertible Notes were repaid during the six months ended June 30, 2025, with **$1.2 million** in cash and **$1.2 million** in common stock[72](index=72&type=chunk) [Note 7. Commitments and Contingencies](index=18&type=section&id=7.%20COMMITMENTS%20AND%20CONTINGENCIES) The company is not involved in any material legal proceedings or pending claims significantly impacting its business or financial condition - The Company is **not a party to any material legal proceedings or pending claims**[74](index=74&type=chunk) [Note 8. Stockholders' Deficit](index=18&type=section&id=8.%20STOCKHOLDERS%27%20DEFICIT) Following the Business Combination, the company's certificate of incorporation was amended to authorize common and preferred stock - The company's certificate of incorporation was amended to authorize **80 million shares of Common Stock** and **1 million shares of Preferred Stock**[75](index=75&type=chunk) [Note 9. Stock-Based Compensation](index=18&type=section&id=9.%20STOCK-BASED%20COMPENSATION) Recorded stock-based compensation expense, modified RSU awards, and granted new stock options, including those tied to stock price targets - **Stock-Based Compensation Expense (in thousands)** | Period | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------- | :------------------------------- | :----------------------------- | | Stock-based compensation expense | $400 | $600 | - **Restricted Stock Unit (RSU) Activity (Six Months Ended June 30, 2025)** | Item | Number of Shares | Weighted Average Grant Date Fair Value per Share | | :-------------------------- | :--------------- | :--------------------------------------- | | Nonvested as of January 1, 2025 | 169,400 | $1.98 | | Vested | (109,700) | $1.82 | | Nonvested as of June 30, 2025 | 59,700 | $1.73 | - During the six months ended June 30, 2025, the company modified **150,000 RSU awards**, accelerating vesting for **100,000 awards** upon modification and **50,000 awards** to vest by December 31, 2025[78](index=78&type=chunk) - The company granted **550,000 stock options** that vest based on the 30-day VWAP meeting or exceeding **$3.00 per share**, and **360,434 stock options** that vest over a 1-year service period[80](index=80&type=chunk)[81](index=81&type=chunk) - Total unrecognized compensation expense related to stock options was **$1.0 million** (expected over 1.2 years) and for RSUs was **$85 thousand** (expected over 0.55 years) as of June 30, 2025[79](index=79&type=chunk)[82](index=82&type=chunk) [Note 10. Net Loss Per Common Share](index=20&type=section&id=10.%20NET%20LOSS%20PER%20COMMON%20SHARE) Excluded potentially dilutive securities from net loss per common share calculation due to their anti-dilutive effect - **Potentially Dilutive Securities Excluded from EPS Calculation (Six Months Ended June 30, in thousands)** | Security Type | 2025 | 2024 | | :------------------------ | :----- | :----- | | Common stock options | 4,408 | 3,931 | | Common stock warrants | 11,344 | 8,507 | | Unvested restricted stock units | 60 | 469 | | **Total** | **15,812** | **12,908** | [Note 11. Related Party Transactions](index=20&type=section&id=11.%20RELATED%20PARTY%20TRANSACTIONS) Spectral IP, a subsidiary, engaged in a related party note transaction, converting to common stock, and entered an IP license agreement with the Company - Spectral IP, a wholly-owned subsidiary, received a **$1.0 million** note payable investment from an affiliate of its largest stockholder in March 2024[87](index=87&type=chunk) - The Spectral IP Note was amended in October 2024 and fully converted into **540,996 shares of Common Stock** by the end of 2024[88](index=88&type=chunk) - In May 2025, Spectral IP received a **worldwide, non-exclusive license** to one international patent asset from the Company[89](index=89&type=chunk) - Spectral IP is undergoing a **reorganization** to acquire Sauvegarder Investment Management, Inc. by issuing Spectral IP common and preferred stock[90](index=90&type=chunk) [Note 12. Subsequent Events](index=20&type=section&id=12.%20SUBSEQUENT%20EVENTS) There were no subsequent events requiring disclosure [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion and analysis of Spectral AI's financial condition and operational results, covering business model, key metrics, liquidity, and future outlook [Overview](index=21&type=section&id=Overview) Spectral AI focuses on AI-driven burn wound diagnostics with DeepView System, completed a pivotal study, and generates government contract revenue - Spectral AI is an **AI company** focused on predictive medical diagnostics, with its **DeepView System** having received **FDA breakthrough device designation (BDD)** status, primarily for burn indications[93](index=93&type=chunk) - The company completed enrollment for its pivotal clinical study by the end of 2024, with **267 patients** across **22 sites** in burn centers and emergency departments[94](index=94&type=chunk) - Revenue is currently generated from contract development and research services for governmental agencies, including BARDA (up to **$150.0 million** new contract), MTEC (**$4.9 million** grant), and DHA[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - Once commercialized, the DeepView System is anticipated to have two revenue streams: a **SaMD (software as a medical device)** model with a **SaaS licensing fee** and an **imaging device component**[98](index=98&type=chunk) [Key Operating and Financial Metrics](index=22&type=section&id=Key%20Operating%20and%20Financial%20Metrics) Monitors key metrics including R&D revenue, gross profit, net loss, and Adjusted EBITDA, showing improved performance for six months ended June 30, 2025 - **Key Operating and Financial Metrics (in thousands, except percentages)** | 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 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Research and development revenue | $5,065 | $7,478 | $11,772 | $13,804 | | Gross profit | $2,290 | $3,314 | $5,458 | $6,259 | | Gross margin | 45.2% | 44.3% | 46.4% | 45.3% | | Operating loss | $(2,123) | $(2,442) | $(3,019) | $(4,585) | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | | Adjusted EBITDA | $(1,712) | $(2,038) | $(2,396) | $(3,895) | - **Adjusted EBITDA** is defined as net loss excluding income taxes, depreciation, net interest income, stock compensation, transaction costs, and any non-operating financial income and expense[104](index=104&type=chunk) [Key Factors that May Influence Future Results of Operations](index=23&type=section&id=Key%20Factors%20that%20May%20Influence%20Future%20Results%20of%20Operations) Future results depend on U.S. governmental contract awards, commercialization pricing, and risks from supply chain disruptions and supplier concentration - The company's revenue is **almost exclusively dependent on existing and future U.S. governmental contract awards**, leading to potential inconsistency in operating results[106](index=106&type=chunk) - Commercial sales of the DeepView System may require **lower pricing and incentives** to accelerate adoption, which could **negatively impact future revenue and gross margin percentages**[107](index=107&type=chunk) - The company is **reliant on contract manufacturers and suppliers**, facing **risks of component shortages, delays, increased costs, and supply chain disruptions** due to supplier concentration[108](index=108&type=chunk) [Components of Consolidated Statements of Operations](index=24&type=section&id=Components%20of%20Consolidated%20Statements%20of%20Operations) Outlines primary components of consolidated statements of operations, including R&D revenue, cost of revenue, gross profit, operating costs, and other income/expense - Research and development revenue is the **primary source**, **highly dependent on reimbursements from BARDA and other U.S. governmental contract awards**[109](index=109&type=chunk) - Cost of revenues primarily consists of **direct and indirect costs associated with research and development expenses** related to BARDA and MTEC contracts[110](index=110&type=chunk) - Gross profit is affected by **fixed reimbursement rates** under government contracts and a **variable component** for non-reimbursed expenses[111](index=111&type=chunk) - Operating costs and expenses include **general and administrative expenses** (salaries, consulting, rent, insurance, office) and **non-revenue generating research and development expenses**[112](index=112&type=chunk) - Other income (expense) primarily includes **transaction costs**, net interest income, **changes in the fair value of warrant liabilities**, and **foreign exchange gains/losses**[113](index=113&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Experienced decreased R&D revenue and cost of revenue, improved gross margin, reduced G&A, but net loss widened due to warrant liability fair value changes - **Consolidated Results of Operations (in thousands)** | Item | 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 revenue | $5,065 | $7,478 | $11,772 | $13,804 | | Cost of revenue | $(2,275) | $(4,164) | $(6,314) | $(7,545) | | Gross profit | $2,290 | $3,314 | $5,458 | $6,259 | | General and administrative | $4,413 | $5,756 | $8,477 | $10,844 | | Operating loss | $(2,123) | $(2,442) | $(3,019) | $(4,585) | | Total other income (expense), net | $(5,864) | $(353) | $(2,000) | $(1,393) | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | - **Research and Development Revenue Change (in thousands, except percentages)** | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | Three months ended June 30, | $5,065 | $7,478 | $(2,413) | -32.3% | | Six months ended June 30, | $11,772 | $13,804 | $(2,032) | -14.7% | - **Cost of Revenue Change (in thousands, except percentages)** | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | Three months ended June 30, | $2,775 | $4,164 | $(1,389) | -33.4% | | Six months ended June 30, | $6,314 | $7,545 | $(1,231) | -16.3% | - **Gross Margin Change (percentage points)** | Period | 2025 | 2024 | Change (pp) | | :-------------------------- | :----- | :----- | :---------- | | Three months ended June 30, | 45.2% | 44.3% | +0.9% | | Six months ended June 30, | 46.4% | 45.3% | +1.1% | - **General and Administrative Expense Change (in thousands, except percentages)** | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | Three months ended June 30, | $4,413 | $5,756 | $(1,343) | -23.3% | | Six months ended June 30, | $8,477 | $10,844 | $(2,367) | -21.8% | - The change in fair value of warrant liability decreased by approximately **$5.8 million** for the three months and **$1.6 million** for the six months ended June 30, 2025, compared to 2024, primarily due to the repricing of Public Warrants in November 2024[122](index=122&type=chunk) [Non-GAAP Financial Measures](index=27&type=section&id=Non-GAAP%20Financial%20Measures) Uses Adjusted EBITDA as a non-GAAP metric to evaluate performance, showing improved results for both three and six months ended June 30, 2025 - **Adjusted EBITDA Reconciliation (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 | | :---------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net loss | $(7,968) | $(2,864) | $(5,071) | $(6,069) | | Depreciation expense | $- | $2 | $12 | $5 | | Provision for income taxes | $(19) | $69 | $52 | $91 | | Net interest (income) expense | $277 | $6 | $297 | $(8) | | **EBITDA** | **$(7,710)** | **$(2,787)** | **$(4,710)** | **$(5,981)** | | Stock-based compensation | $411 | $402 | $611 | $685 | | Borrowing related costs | $124 | $699 | $705 | $975 | | Change in fair value of warrant liability | $5,449 | $(348) | $1,196 | $(368) | | Change in fair value of notes payable | $- | $167 | $(220) | $101 | | Foreign exchange transaction loss | $14 | $9 | $22 | $25 | | Other (income) expenses, including transaction costs | $- | $(180) | $- | $668 | | **Adjusted EBITDA** | **$(1,712)** | **$(2,038)** | **$(2,396)** | **$(3,895)** | [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had **$10.5 million** cash and **$7.7 million** notes payable, with sufficient working capital for one year, supported by BARDA and Avenue Financing - As of June 30, 2025, the company had **$10.5 million** in cash, **$7.7 million** in notes payable, and an accumulated deficit of **$53.3 million**[128](index=128&type=chunk) - The company believes it has **sufficient working capital for at least one year**, supported by the PBS BARDA Contract (up to **$150.0 million**) and the Avenue Financing (up to **$15.0 million**)[129](index=129&type=chunk)[130](index=130&type=chunk) - The Avenue Financing includes an initial draw-down of **$8.5 million** and a second tranche of **$6.5 million** contingent on FDA clearance of the DeepView System and a **$7.0 million** equity raise[130](index=130&type=chunk)[131](index=131&type=chunk) - As a condition to the Avenue Financing, the company raised an additional **$2.7 million** from the sale of **2,076,923 shares** of Common Stock at **$1.30 per share**[133](index=133&type=chunk) - **Cash Flows (Six Months Ended June 30, in thousands)** | Activity | 2025 | 2024 | | :---------------------------------- | :------- | :------- | | Net cash used in operating activities | $(4,867) | $(8,042) | | Net cash provided by financing activities | $10,185 | $10,131 | - Net cash used in operating activities decreased by approximately **$3.2 million**, primarily due to decreased staffing levels and consulting costs[136](index=136&type=chunk) - Net cash provided by financing activities **increased slightly** due to proceeds from the **Avenue Financing** and attendant **equity raise**, partially offset by **Yorkville debt repayments**[137](index=137&type=chunk) - A **material weakness** in financial statement close process controls has **not yet been remediated**, impacting the effectiveness of disclosure controls and procedures[158](index=158&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Spectral AI acknowledges exposure to interest rate, foreign exchange, credit, and inflation risks - The company is a **smaller reporting company** and is **not required to provide quantitative and qualitative disclosures about market risk**[157](index=157&type=chunk) - The company is exposed to **interest rate, foreign exchange, credit, and inflation risks** in the ordinary course of business[151](index=151&type=chunk) - Interest rate sensitivity primarily affects the cost of future borrowings, as current notes are tied to **Prime plus 5%**[152](index=152&type=chunk) - **Credit risk is concentrated** in cash holdings (exceeding federally insured limits) and accounts receivable, with a majority from **one U.S. government agency**[154](index=154&type=chunk)[155](index=155&type=chunk) - **Inflationary pressures** on product, employee, or other costs could **adversely affect gross margin and selling, general, and administrative expenses**[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were not effective due to an un-remediated material weakness in financial statement close process controls, with remediation efforts underway - Disclosure controls and procedures were **not effective** as of June 30, 2025, due to an un-remediated **material weakness** in financial statement close process controls[158](index=158&type=chunk) - The material weakness relates to **financial statement close process controls not consistently operating effectively** or lacking appropriate evidence for account reconciliations, transactions, and journal entries[158](index=158&type=chunk) - Remediation efforts include **engaging professional accounting services**, **strengthening and documenting accounting processes**, and **enhancing ERP system functionality**[163](index=163&type=chunk) - Despite the material weakness, management believes the condensed consolidated financial statements **fairly present the company's financial condition, results of operations, and cash flows**[159](index=159&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material legal proceedings or pending claims significantly affecting its business or financial condition - The Company is **not a party to any material legal proceedings or pending claims**[165](index=165&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K and Registration Statement on Form S-4 - There have been **no material changes** to the risk factors disclosed in the Annual Report on Form 10-K (March 31, 2025) and the Registration Statement on Form S-4 (January 5, 2024)[166](index=166&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred; planned use of proceeds remains materially unchanged - **No unregistered sales of equity securities** occurred during the period[167](index=167&type=chunk) - There has been **no material change** in the planned use of proceeds from the Business Combination or the Avenue Financing[168](index=168&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred during the period - **No defaults upon senior securities** occurred during the period[169](index=169&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No disclosures related to mine safety were required - **No mine safety disclosures** were required[170](index=170&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) No other information requiring disclosure was reported - **No other information requiring disclosure** was reported[171](index=171&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Quarterly Report on Form 10-Q, including the Business Combination Agreement, officer certifications, and XBRL - Key exhibits include the **Business Combination Agreement**, certifications from the Principal Executive Officer and Chief Financial Officer, and **Inline XBRL documents**[173](index=173&type=chunk) Part III. Signatures - The report is signed by **J. Michael DiMaio, Principal Executive Officer**, and **Vincent S. Capone, Chief Financial Officer**, on August 12, 2025[178](index=178&type=chunk)[179](index=179&type=chunk)
ROSECLIFF ACQU(RCLF) - 2025 Q2 - Quarterly Report
2025-08-12 21:55
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: SPECTRAL AI, INC. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) ...