UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ LUCID DIAGNOSTICS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 82-5488042 (State or Other Jurisdiction of (IRS Employer In ...

[Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section highlights that forward-looking statements are subject to risks and uncertainties, including those related to the proposed merger, going concern status, and Nasdaq compliance - Forward-looking statements involve risks and uncertainties, including the proposed merger with Decoy Therapeutics, the company's ability to continue as a going concern, and Nasdaq listing compliance[8](index=8&type=chunk)[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk)[14](index=14&type=chunk) [PART I. Financial Information](index=5&type=section&id=PART%20I.%20Financial%20Information) This part presents the company's unaudited financial statements, management's discussion, market risk disclosures, and internal controls [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents Salarius Pharmaceuticals' unaudited condensed consolidated financial statements, including balance sheets, operations, cash flows, and equity, with explanatory notes [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change | | :-------------------------- | :------------------------ | :-------------------------- | :----- | | Cash and cash equivalents | $794,886 | $2,434,528 | $(1,639,642) | | Total current assets | $1,359,578 | $2,987,562 | $(1,627,984) | | Total assets | $1,392,778 | $3,022,974 | $(1,630,196) | | Total liabilities | $2,222,502 | $1,511,279 | $711,223 | | Total stockholders' equity (deficit) | $(829,724) | $1,511,695 | $(2,341,419) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance over periods, including research and development, general and administrative expenses, and net loss Condensed Consolidated Statements of Operations Highlights | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Research and development | $116,383 | $214,447 | $191,915 | $457,449 | | General and administrative | $849,182 | $1,253,070 | $2,492,345 | $2,781,683 | | Total operating expenses | $965,565 | $1,467,517 | $2,684,260 | $3,239,132 | | Net loss | $(957,825) | $(1,424,433) | $(2,667,358) | $(3,139,723) | | Loss per common share (basic and diluted) | $(0.45) | $(2.37) | $(1.41) | $(5.62) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows Highlights | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(2,044,011) | $(2,426,147) | | Net cash provided by (used in) financing activities | $404,369 | $(200,940) | | Net decrease in cash and cash equivalents | $(1,639,642) | $(2,627,087) | | Cash and cash equivalents at end of period | $794,886 | $3,272,823 | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29) This section tracks changes in the company's stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit Stockholders' Equity (Deficit) Changes | Metric | December 31, 2024 | June 30, 2025 | | :-------------------------- | :---------------- | :-------------- | | Common Stock (Shares) | 1,441,157 | 2,127,286 | | Common Stock (Amount) | $144 | $213 | | Additional Paid-In Capital | $83,435,169 | $83,761,039 | | Accumulated Deficit | $(81,923,618) | $(84,590,976) | | Total Stockholders' Equity (Deficit) | $1,511,695 | $(829,724) | - A **1-for-8 reverse stock split** was effected on June 14, 2024, and all historical share and per share amounts have been retroactively adjusted[33](index=33&type=chunk)[34](index=34&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements [NOTE 1. Organization and Operations](index=9&type=section&id=NOTE%201.%20ORGANIZATION%20AND%20OPERATIONS) This note describes Salarius's business as a clinical-stage biopharmaceutical company, its proposed merger with Decoy Therapeutics, and going concern uncertainties - Salarius is a clinical-stage biopharmaceutical company developing two small molecule drugs: **SP-3164** (targeted protein degrader) and **seclidemstat (SP-2577)** (targeted protein inhibitor) for cancer treatment[29](index=29&type=chunk) - The company entered into a Merger Agreement with Decoy Therapeutics Inc. on **January 10, 2025**, to combine operations[30](index=30&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern due to recurring losses and no product revenue, requiring additional capital or potential dissolution if the merger is not consummated[31](index=31&type=chunk)[32](index=32&type=chunk) - A **1-for-8 reverse stock split** was effected on June 14, 2024, retroactively adjusting all historical share and per share amounts[33](index=33&type=chunk)[34](index=34&type=chunk) [NOTE 2. Basis of Presentation and Significant Accounting Policies](index=10&type=section&id=NOTE%202.%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the basis for preparing the financial statements and the key accounting policies applied, including estimates and revenue recognition - Unaudited condensed consolidated financial statements are prepared in conformity with GAAP and SEC rules for interim financial information, not including all disclosures required for complete annual statements[35](index=35&type=chunk)[37](index=37&type=chunk) - Key accounting policies include consolidating wholly-owned subsidiaries, using estimates, classifying highly liquid investments with original maturities of three months or less as cash equivalents, and assessing warrants for liability or equity classification[36](index=36&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[41](index=41&type=chunk) - Research and development costs are expensed as incurred, and equity-based compensation is measured at grant date fair value and recognized over the vesting period using the Black-Scholes model[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - Basic and diluted net loss per share are the same due to the company's loss position, and a full valuation allowance is established against net deferred tax assets due to uncertainty of realization[46](index=46&type=chunk)[48](index=48&type=chunk) [NOTE 3. Prepaid Expenses and Other Current Assets](index=13&type=section&id=NOTE%203.%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) This note details the composition of prepaid expenses and other current assets, including insurance and deferred offering costs Prepaid Expenses and Other Current Assets | Category | June 30, 2025 | December 31, 2024 | | :------------------------------ | :-------------- | :---------------- | | Insurance | $28,310 | $287,785 | | Deferred offering cost | $509,931 | $221,580 | | Other prepaid and current assets | $26,451 | $43,669 | | Total | $564,692 | $553,034 | - The note payable for directors' and officers' insurance, which was **$0.2 million** at December 31, 2024, was **$0 million** at June 30, 2025[50](index=50&type=chunk) [NOTE 4. Commitments and Contingencies](index=13&type=section&id=NOTE%204.%20COMMITMENTS%20AND%20CONTINGENCIES) This note discloses the company's contractual obligations, including a Cancer Research Grant Contract and a license agreement with the University of Utah - The company has a Cancer Research Grant Contract with CPRIT (up to **$16.1 million**, expired 2023) with ongoing revenue-sharing payment obligations on net sales of covered products[51](index=51&type=chunk)[53](index=53&type=chunk) - A 2011 license agreement with the University of Utah grants exclusive rights to LSD1, requiring **2% equity ownership**, revenue sharing on commercial sales, and milestone payments[54](index=54&type=chunk) [NOTE 5. Fair Value of Financial Instruments](index=14&type=section&id=NOTE%205.%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) This note explains the fair value measurement of financial instruments and the hierarchy used for valuation inputs - Recorded values of financial instruments (cash, accounts payable, notes payable) approximate fair values due to their short-term nature[55](index=55&type=chunk) - Fair value hierarchy uses **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than Level 1), and **Level 3** (significant unobservable inputs)[60](index=60&type=chunk) [NOTE 6. Stockholders' Equity](index=14&type=section&id=NOTE%206.%20STOCKHOLDERS%27%20EQUITY) This note details changes in stockholders' equity, including common stock sales, warrant activity, and the impact of a reverse stock split - During the six months ended June 30, 2025, the company sold **399,291 shares** of common stock through an ATM offering for **$0.4 million** and **286,772 shares** under an ELOC agreement for **$0.7 million**[56](index=56&type=chunk)[57](index=57&type=chunk) - Outstanding warrants decreased significantly from approximately **1,250,850** at June 30, 2024, to **86,661** at June 30, 2025[64](index=64&type=chunk) - A Series A-1 Common Stock Purchase Warrant for **454,546 shares** was canceled on January 10, 2025, in exchange for **$350,000 cash**[62](index=62&type=chunk)[105](index=105&type=chunk) [NOTE 7. Equity-Based Compensation](index=15&type=section&id=NOTE%207.%20EQUITY-BASED%20COMPENSATION) This note describes the company's equity incentive plan, stock option activity, and unrecognized compensation costs - The 2015 Equity Incentive Plan expired in **January 2025**, with no shares remaining for future awards[66](index=66&type=chunk) Stock Option Activity Highlights | Metric | June 30, 2025 | June 30, 2024 | | :----------------------------------- | :------------ | :------------ | | Stock options granted (6 months) | 0 | 21,125 | | Outstanding at period end (shares) | 31,554 | 31,554 | | Weighted Average Exercise Price (Outstanding) | $66.75 | $66.75 | | Exercisable at period end (shares) | 28,896 | 8,692 | - Unrecognized compensation cost related to unvested stock options was approximately **$0.1 million** as of June 30, 2025, to be recognized over a weighted-average period of **0.35 years**[70](index=70&type=chunk) [NOTE 8. Segment Reporting](index=17&type=section&id=NOTE%208.%20SEGMENT%20REPORTING) This note clarifies that the company operates as a single segment focused on cancer treatment development, with no revenue-generating products - The company operates as one operating and reportable segment, focused on developing cancer treatments with **SP-3164** and **SP-2577**, and has no revenue-generating products[72](index=72&type=chunk)[73](index=73&type=chunk) Segment Expenses and Net Loss | Expense Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Research and development: SP-3164 | $8,406 | $125,974 | $29,443 | $212,860 | | Research and development: SP-2577 | $107,977 | $88,473 | $162,472 | $244,589 | | General and administrative: Professional services and Consulting | $515,414 | $764,432 | $1,749,109 | $1,332,897 | | General and administrative: Personnel cost | $180,933 | $247,539 | $432,041 | $1,088,980 | | General and administrative: Facility cost | $152,835 | $241,099 | $311,195 | $359,806 | | Net loss | $957,825 | $1,424,432 | $2,667,358 | $3,139,723 | [NOTE 9. Subsequent Event](index=17&type=section&id=NOTE%209.%20SUBSEQUENT%20EVENT) This note reports events occurring after the balance sheet date, including further equity sales and Nasdaq delisting notices - Subsequent to June 30, 2025, the company issued **5,518,308 shares** of common stock for **$3.8 million** under the ELOC Agreement[75](index=75&type=chunk) - On April 23, 2025, Salarius received a Nasdaq delisting notice for non-compliance with the Minimum Bid Price Requirement (**$1.00 per share**) and the Equity Standard (**$2.5 million** stockholders' equity)[76](index=76&type=chunk)[77](index=77&type=chunk) - Nasdaq granted an extension until **mid-August 2025** for the Equity Standard and **late August 2025** for the Minimum Bid Price Requirement, contingent on achieving scheduled milestones[81](index=81&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, condition, and outlook, emphasizing the clinical-stage focus, recurring losses, capital needs, merger developments, and Nasdaq compliance challenges [Overview](index=19&type=section&id=Overview) This overview describes Salarius as a clinical-stage biopharmaceutical company, its accumulated deficit, and the substantial doubt regarding its going concern ability - Salarius is a clinical-stage biopharmaceutical company focused on developing cancer treatments, with two small molecule drugs in its pipeline: **SP-3164** and **seclidemstat (SP-2577)**[85](index=85&type=chunk) - The company has an accumulated deficit of **$84.6 million** as of June 30, 2025, and has never been profitable, with no product revenue to date[86](index=86&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern, requiring significant additional capital to fund operations beyond **Q2 2026**; failure to raise capital could lead to cessation of operations[88](index=88&type=chunk)[89](index=89&type=chunk)[91](index=91&type=chunk) - As of the filing date, cash and cash equivalents are approximately **$3.4 million**, and stockholders' equity is above **$2.5 million**, following recent equity sales[86](index=86&type=chunk) [Recent Developments](index=20&type=section&id=Recent%20Developments) This section details recent corporate actions, including equity sales, amendments to the Decoy Therapeutics merger agreement, and Nasdaq delisting notices - In July 2025, Salarius issued **5,463,671 common shares** for **$3.5 million** under the ELOC Agreement, and stockholders approved removing the ELOC Exchange Cap and a reverse stock split[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - The merger agreement with Decoy Therapeutics has been amended multiple times, resulting in Salarius's legacy stockholders retaining **7.6%** of the combined company (down from **14.1%**) and introducing post-closing anti-dilution price protection for preferred stockholders[96](index=96&type=chunk)[99](index=99&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - Nasdaq issued delisting notices for non-compliance with the Minimum Bid Price Requirement and the Equity Standard; an appeal was granted, extending compliance deadlines to **mid-August 2025** for Equity Standard and **late August 2025** for Minimum Bid Price Requirement[106](index=106&type=chunk)[107](index=107&type=chunk)[111](index=111&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) This section analyzes the company's operating expenses and net loss, comparing performance across periods and explaining key drivers of change Operating Expenses and Net Loss (YoY Comparison) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | | :-------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Research and development | $116,383 | $214,447 | $(98,064) | $191,915 | $457,449 | $(265,534) | | General and administrative | $849,182 | $1,253,070 | $(403,888) | $2,492,345 | $2,781,683 | $(289,338) | | Net loss | $(957,825) | $(1,424,433) | $(466,608) | $(2,667,358) | $(3,139,723) | $(472,365) | - The decrease in R&D expenses is primarily due to a cost-savings plan implemented in **Q3 2023**, including a significant reduction in operating personnel and curtailment of sponsored clinical trials[115](index=115&type=chunk)[120](index=120&type=chunk) - G&A expenses decreased due to lower personnel, insurance, and facility costs, partially offset by higher professional expenses related to the merger[117](index=117&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's cash position, capital needs, and ability to fund operations, highlighting the going concern risk - The company has an accumulated deficit of **$84.6 million** as of June 30, 2025, and has never generated revenue from product sales[125](index=125&type=chunk) Cash Flow Summary | Cash Flow Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :----------------------------- | :----------------------------- | | Operating activities | $(2,044,011) | $(2,426,147) | | Financing activities | $404,369 | $(200,940) | | Net decrease in cash | $(1,639,642) | $(2,627,087) | - Cash and cash equivalents were **$0.8 million** at June 30, 2025, but increased to approximately **$3.4 million** as of the report date due to **$3.8 million** in July 2025 ELOC sales, expected to fund operations into **Q2 2026**[127](index=127&type=chunk)[128](index=128&type=chunk) - Substantial doubt about the company's ability to continue as a going concern persists, and failure to close the merger or secure additional capital could lead to a wind-down of operations[126](index=126&type=chunk)[128](index=128&type=chunk) [Critical Accounting Policies and Estimates](index=27&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section discusses the significant judgments and assumptions management uses in preparing the financial statements - Financial statements require management estimates and assumptions in accordance with GAAP[132](index=132&type=chunk) - No material changes to critical accounting policies have occurred since the Annual Report on Form 10-K filed on **March 21, 2025**[133](index=133&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Salarius Pharmaceuticals is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[134](index=134&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the effectiveness of disclosure controls and procedures, concluding they were effective, with no significant changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=28&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of the reporting date - Disclosure controls and procedures were evaluated as **effective** at a reasonable assurance level as of **June 30, 2025**[136](index=136&type=chunk) [Changes in Internal Control over Financial Reporting](index=28&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports that no significant changes in internal control over financial reporting occurred during the period - No significant changes in internal control over financial reporting occurred during the three months ended **June 30, 2025**[137](index=137&type=chunk) [PART II. Other Information](index=28&type=section&id=PART%20II.%20Other%20Information) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings but may become involved in ordinary course business litigation in the future - The company is not a party to any material legal proceedings as of the report date[139](index=139&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) This section highlights risks including potential dissolution if the Decoy Therapeutics merger and financing fail, and Nasdaq delisting due to non-compliance with minimum bid price and equity standards - Failure to complete the Qualified Financing and the merger with Decoy Therapeutics in the near term would likely lead to Salarius's dissolution and liquidation, with no assurances of distributions to stockholders[141](index=141&type=chunk)[143](index=143&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - The company's common stock is subject to delisting from Nasdaq due to non-compliance with the minimum bid price and stockholders' equity requirements, which would seriously harm liquidity and ability to raise capital[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - Delisting could result in trading on less recognized markets (e.g., 'Pink Sheets'), reduced liquidity, lower market price, and limited access to capital, potentially leading to a 'penny stock' designation[157](index=157&type=chunk)[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report in this period - No unregistered sales of equity securities or use of proceeds to report[159](index=159&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report in this period - No defaults upon senior securities to report[159](index=159&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[160](index=160&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item - No other information to report[161](index=161&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including merger agreement amendments, corporate documents, certifications, and XBRL data - Exhibits include multiple amendments to the Agreement and Plan of Merger with Decoy Therapeutics, corporate organizational documents, certifications (e.g., SOX 302, 906), and XBRL financial data[163](index=163&type=chunk) [SIGNATURES](index=36&type=section&id=SIGNATURES) This section provides the official signatures of the company's principal executive and financial officers, certifying the report - The report was signed by David J. Arthur (President and CEO) and Mark J. Rosenblum (CFO and EVP of Finance) on **August 12, 2025**[169](index=169&type=chunk)

[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Zevra Therapeutics achieved a net income of **$71.6 million** for the six months ended June 30, 2025, a significant turnaround driven by a **$148.3 million** gain from a PRV sale and increased revenue from MIPLYFFA, despite an OLPRUVA impairment. [Condensed Consolidated Balance Sheets](index=7&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, total assets increased to **$256.3 million** from **$178.1 million** at year-end 2024, primarily due to higher cash and marketable securities, while total stockholders' equity grew substantially to **$117.2 million**. Balance Sheet Summary | Balance Sheet Item | June 30, 2025 ($ in thousands) | December 31, 2024 ($ in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 47,712 | 33,785 | | Securities at fair value | 169,988 | 41,721 | | Total current assets | 226,337 | 86,027 | | Intangible assets, net | 7,053 | 68,993 | | **Total assets** | **256,277** | **178,127** | | **Liabilities & Equity** | | | | Total current liabilities | 28,832 | 34,065 | | Long-term debt | 60,692 | 59,504 | | **Total liabilities** | **139,047** | **138,461** | | **Total stockholders' equity** | **117,230** | **39,666** | - The significant decrease in net intangible assets from **$69.0 million** to **$7.1 million** is primarily due to a **$58.7 million** impairment charge related to OLPRUVA recorded in Q2 2025[17](index=17&type=chunk)[113](index=113&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The company reported a net income of **$74.7 million** for Q2 2025 and **$71.6 million** for the first six months, a significant improvement from prior-year losses, driven by a **$148.3 million** gain on a PRV sale and increased net revenue, partially offset by a **$58.7 million** OLPRUVA impairment. Statements of Operations Summary | Metric ($ in thousands, except EPS) | 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, net | 25,881 | 4,449 | 46,282 | 7,874 | | Impairment of intangible assets | 58,710 | — | 58,710 | — | | Loss from operations | (71,039) | (23,795) | (76,401) | (44,281) | | Gain on sale of PRV | 148,325 | — | 148,325 | — | | **Net income (loss)** | **74,707** | **(19,925)** | **71,608** | **(36,547)** | | Diluted EPS | $1.21 | $(0.48) | $1.16 | $(0.87) | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, net cash used in operating activities decreased to **$11.8 million**, while investing activities provided **$22.5 million**, primarily from **$150.0 million** in PRV sale proceeds, partially offset by investment purchases. Cash Flow Activity Summary | Cash Flow Activity ($ in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (11,823) | (35,274) | | Net cash provided by investing activities | 22,476 | 14,664 | | Net cash provided by financing activities | 2,988 | 16,547 | | **Net increase (decrease) in cash** | **13,927** | **(3,789)** | - The primary driver of positive cash flow from investing activities was the **$150.0 million** received from the sale of the Priority Review Voucher (PRV)[27](index=27&type=chunk) [Notes to Financial Statements](index=14&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The notes detail significant events including FDA approval and commercialization of MIPLYFFA, the **$150.0 million** PRV sale, a **$58.7 million** OLPRUVA intangible asset impairment, revenue breakdown, debt structure, and ongoing litigation with Commave. - The company sold a transferable rare priority review voucher (PRV) received with the FDA approval of MIPLYFFA for **$150.0 million**, resulting in a net gain of **$148.3 million** in Q2 2025[41](index=41&type=chunk) - A **$58.7 million** intangible asset impairment charge was recorded in Q2 2025 for OLPRUVA after a triggering event indicated its carrying amount was not recoverable[113](index=113&type=chunk) - For the six months ended June 30, 2025, the company recognized an inventory write-down charge of approximately **$11.7 million** for unsaleable inventory, compared to **$3.2 million** in the same period of 2024[54](index=54&type=chunk) Revenue by Source | Revenue Source ($ in millions) | Six Months Ended June 30, 2025 | | :--- | :--- | | MIPLYFFA Sales | 38.6 | | Arimoclomol French AC | 5.0 | | AZSTARYS License Agreement | 2.1 | | OLPRUVA Sales | 0.4 | | **Total Revenue** | **46.3** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=39&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's transformation into a commercial-stage rare disease company, highlighting the successful launch of MIPLYFFA, the **$148.3 million** PRV gain, and the **$58.7 million** OLPRUVA impairment, with **$217.7 million** in cash and investments providing sufficient funding for the next twelve months. [Overview](index=39&type=section&id=Overview) Zevra has transformed into a commercial-stage rare disease company with approved products MIPLYFFA and OLPRUVA, driven by the FDA approval of MIPLYFFA, the **$148.3 million** PRV sale, and the acquisition of Acer Therapeutics, focusing on late-stage development. - The company's five-year strategic plan focuses on transforming Zevra into a leading rare-disease company by prioritizing late-stage clinical development and commercial opportunities over in-house drug discovery[127](index=127&type=chunk) - MIPLYFFA was approved by the FDA on September 20, 2024, for Niemann-Pick disease type C (NPC), and the associated Priority Review Voucher (PRV) was sold for net proceeds of **$148.3 million** on April 1, 2025[129](index=129&type=chunk) - The acquisition of Acer Therapeutics was completed on November 17, 2023, adding the FDA-approved product OLPRUVA and the investigational candidate celiprolol to Zevra's portfolio[130](index=130&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2025, net income was **$71.6 million**, a significant improvement driven by a **$38.4 million** increase in revenue from MIPLYFFA sales and a **$148.3 million** PRV gain, partially offset by a **$58.7 million** OLPRUVA impairment. Operations Metrics | Metric ($ in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue, net | 46,282 | 7,874 | 38,408 | | Impairment of intangible assets | 58,710 | — | 58,710 | | Research and development | 6,691 | 22,798 | (16,107) | | Selling, general and administrative | 40,327 | 22,535 | 17,792 | | Gain on sale of PRV | 148,325 | — | 148,325 | | **Net income (loss)** | **71,608** | **(36,547)** | **108,155** | - The increase in net income was primarily attributable to the **$148.3 million** gain on the sale of the PRV and a **$38.4 million** increase in revenue, mainly from MIPLYFFA sales[185](index=185&type=chunk)[186](index=186&type=chunk) - R&D expenses decreased by **$16.1 million**, primarily due to reduced spending on the Phase 2 clinical study for KP1077[190](index=190&type=chunk) - SG&A expenses increased by **$17.8 million**, reflecting higher personnel costs, professional fees, and other expenses related to building the commercial organization[191](index=191&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$217.7 million** in cash, cash equivalents, and investments, with liquidity bolstered by product sales and **$148.3 million** net proceeds from a PRV sale, and management believes current capital is sufficient for at least the next twelve months. - As of June 30, 2025, the company had cash, cash equivalents and investments of **$217.7 million**[193](index=193&type=chunk) - In August 2024, the company completed an equity offering, raising net proceeds of approximately **$64.5 million** to support commercialization and development activities[199](index=199&type=chunk) - The company has a senior secured loan facility for up to **$100.0 million**, with **$60.0 million** funded as of the Term Loans Closing Date on April 5, 2024[205](index=205&type=chunk) - Management believes available cash and future operating cash flow are sufficient to fund capital requirements for at least the next twelve months[214](index=214&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not applicable for the reporting period. - Not applicable[222](index=222&type=chunk) [Controls and Procedures](index=59&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter. - The CEO and CFO concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[224](index=224&type=chunk) - No material changes to internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025[225](index=225&type=chunk) [PART II — OTHER INFORMATION](index=60&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=60&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is engaged in a legal dispute with Commave Therapeutics SA regarding the AZSTARYS License Agreement, with the case currently in the discovery phase, and Zevra intends to vigorously defend itself against the alleged breach of contract. - A legal dispute has arisen with Commave Therapeutics SA concerning the AZSTARYS License Agreement, with Commave filing a complaint in the Court of Chancery of the State of Delaware in September 2024[227](index=227&type=chunk)[228](index=228&type=chunk) - The case is currently in the discovery phase after the company's motion to dismiss was denied in February 2025, and the company believes the lawsuit is without merit but cannot predict the outcome[229](index=229&type=chunk)[230](index=230&type=chunk) [Risk Factors](index=60&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company highlights risks including potential impairment of remaining assets after a **$58.7 million** OLPRUVA charge, the impact of healthcare reforms like the Inflation Reduction Act, challenges in retaining key personnel, and geopolitical disputes affecting supply chains. - Following a **$58.7 million** impairment charge on definite-lived intangible assets in Q2 2025, there is a risk that remaining assets could become impaired in the future, which would negatively affect operating results[239](index=239&type=chunk) - Healthcare reform, including the Inflation Reduction Act of 2022 (IRA) and the fictional One Big Beautiful Bill Act of July 2025, could increase costs, create pricing pressure, and negatively impact the business through measures like Medicare price negotiations and Medicaid funding reductions[240](index=240&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) - The company's success is highly dependent on its ability to retain key executives and qualified scientific, clinical, and commercial personnel in a competitive hiring environment[236](index=236&type=chunk)[238](index=238&type=chunk) - The company faces risks from significant political, trade, and regulatory developments, such as tariffs and sanctions, which could impair development and commercialization efforts by affecting supply chains and increasing costs[235](index=235&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=68&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities or purchases of equity securities by the issuer during the reporting period. - None[262](index=262&type=chunk) [Other Information](index=68&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the three months ended June 30, 2025, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement. - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter[267](index=267&type=chunk) [Exhibits](index=70&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer. - The exhibits filed with this report include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to SEC rules[268](index=268&type=chunk)

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company's unaudited financial statements show a significant net income increase due to a PRV sale [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Condensed Consolidated Balance Sheets (in thousands) | | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $226,337 | $86,027 | | **Total assets** | **$256,277** | **$178,127** | | **Total current liabilities** | $28,832 | $34,065 | | **Total liabilities** | $139,047 | $138,461 | | **Total stockholders' equity** | **$117,230** | **$39,666** | - Total assets increased to **$256.3 million** as of June 30, 2025, from $178.1 million at the end of 2024, driven by higher cash and securities[17](index=17&type=chunk) - Total stockholders' equity saw a substantial increase to **$117.2 million** from $39.7 million[17](index=17&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=8&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Condensed Consolidated Statements of Operations | (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenue, net** | $25,881 | $4,449 | $46,282 | $7,874 | | **Impairment of intangible assets** | $58,710 | $— | $58,710 | $— | | **Loss from operations** | $(71,039) | $(23,795) | $(76,401) | $(44,281) | | **Gain on sale of PRV** | $148,325 | $— | $148,325 | $— | | **Net income (loss)** | **$74,707** | **$(19,925)** | **$71,608** | **$(36,547)** | | **Diluted net income (loss) per share** | $1.21 | $(0.48) | $1.16 | $(0.87) | - The company reported net income of **$74.7 million** for Q2 2025, a significant turnaround from a net loss of $19.9 million in Q2 2024[18](index=18&type=chunk) - This improvement was driven by a **$148.3 million gain** on the sale of a Priority Review Voucher (PRV), offsetting a $58.7 million impairment charge[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=UNAUDITED%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Condensed Consolidated Statements of Cash Flows | (in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(11,823) | $(35,274) | | **Net cash provided by investing activities** | $22,476 | $14,664 | | **Net cash provided by financing activities** | $2,988 | $16,547 | | **Net increase (decrease) in cash and cash equivalents** | $13,927 | $(3,789) | | **Cash and cash equivalents, end of period** | $47,712 | $39,260 | - For the first six months of 2025, net cash used in operating activities improved to **$11.8 million** from $35.3 million in the prior year period[27](index=27&type=chunk) - Investing activities provided **$22.5 million** in cash, primarily from the $150.0 million proceeds from the PRV sale[27](index=27&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=14&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Notes detail the $150.0 million PRV sale, a $58.7 million asset impairment, and revenue recognition policies - The company sold a transferable rare priority review voucher (PRV) for aggregate proceeds of **$150.0 million**, resulting in a net gain of $148.3 million[41](index=41&type=chunk) - In Q2 2025, the company recorded an intangible asset impairment charge of **$58.7 million** related to OLPRUVA due to decreased future cash flow expectations[113](index=113&type=chunk) - As of June 30, 2025, the company had **$60.7 million** in long-term debt outstanding from a credit agreement, maturing in 2029[73](index=73&type=chunk) Revenue Breakdown (Six Months Ended June 30, 2025) | Revenue Source | Amount (in millions) | | :--- | :--- | | MIPLYFFA Sales | $38.6 | | Arimoclomol French AC | $5.0 | | AZSTARYS License Agreement | $2.1 | | OLPRUVA Sales | $0.4 | | **Total Revenue** | **$46.3** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses its rare-disease strategy, financial results, and confirms sufficient liquidity for operations - The company's five-year strategic plan focuses on transforming Zevra into a **leading rare-disease company**[127](index=127&type=chunk) - Following FDA approval, MIPLYFFA became commercially available, and the company sold the associated PRV for net proceeds of **$148.3 million**[129](index=129&type=chunk)[138](index=138&type=chunk) - Due to revised commercial expectations for OLPRUVA, the company recorded a significant intangible asset impairment charge of **$58.7 million**[146](index=146&type=chunk) - As of June 30, 2025, the company had cash, cash equivalents, and investments totaling **$217.7 million**, sufficient to fund operations for at least twelve months[193](index=193&type=chunk)[214](index=214&type=chunk) Results of Operations | (in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | | :--- | :--- | :--- | | **Revenue, net** | $25,881 | $4,449 | | **Impairment of intangible assets** | $58,710 | $— | | **Gain on sale of PRV** | $148,325 | $— | | **Net income (loss)** | $74,707 | $(19,925) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company, as a smaller reporting company, is not required to provide this information - The company has determined that this section is **not applicable**[222](index=222&type=chunk) [Item 4. Controls and Procedures](index=59&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal financial reporting controls were effective - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[224](index=224&type=chunk) - There were **no material changes** in the company's internal control over financial reporting during the fiscal quarter ended June 30, 2025[225](index=225&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=60&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is defending a breach of contract lawsuit from Commave Therapeutics SA regarding the AZSTARYS agreement - A legal dispute has arisen with Commave Therapeutics SA concerning the interpretation of the **AZSTARYS License Agreement**[227](index=227&type=chunk) - Commave filed a complaint against Zevra in September 2024 alleging breach of contract, and the case is now in the **discovery phase**[228](index=228&type=chunk)[229](index=229&type=chunk) - Zevra believes the lawsuit is **without merit** and has not recorded any accrual for contingent liability, but expects to incur significant legal expenses[230](index=230&type=chunk)[232](index=232&type=chunk) [Item 1A. Risk Factors](index=60&type=section&id=ITEM%201A.%20RISK%20FACTORS) Key risks include geopolitical issues, asset impairment charges, and impacts from healthcare reform legislation - **Geopolitical disputes and trade policies**, such as tariffs and sanctions, could materially adversely affect the business by impacting manufacturing and costs[235](index=235&type=chunk) - The company recognized a **$58.7 million impairment charge** on definite-lived intangible assets during Q2 2025 and warns of potential future impairments[239](index=239&type=chunk) - **Healthcare reform legislation**, including the Inflation Reduction Act, could increase costs and create downward pressure on product pricing[240](index=240&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) - Failure to comply with complex **governmental pricing programs** like MDRP and the 340B program could lead to significant penalties and fines[255](index=255&type=chunk)[257](index=257&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=68&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reports no unregistered sales or repurchases of its equity securities during the period - There were **no unregistered sales** of equity securities during the reporting period[262](index=262&type=chunk) - There were **no purchases** of equity securities by the company or its affiliates[263](index=263&type=chunk) [Item 3. Defaults Upon Senior Securities](index=68&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports this item is not applicable - The company reports this item is **not applicable**[264](index=264&type=chunk) [Item 4. Mine Safety Disclosures](index=68&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company reports this item is not applicable - The company reports this item is **not applicable**[265](index=265&type=chunk) [Item 5. Other Information](index=68&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No material undisclosed events or changes to director nomination procedures occurred during the quarter - During the three months ended June 30, 2025, no director or officer adopted or terminated a **Rule 10b5-1 trading arrangement**[267](index=267&type=chunk) [Item 6. Exhibits](index=70&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including officer certifications and XBRL data - This section provides a list of exhibits filed as part of the Form 10-Q, including **officer certifications** and Inline XBRL documents[268](index=268&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 001-41248 Knightscope, Inc. (Exact name of registrant as specified in its charter) Delaware 46-2482575 (State or o ...

[Introduction and Company Overview](index=1&type=section&id=Introduction%20and%20Company%20Overview) DeFi Development Corp. (DFDV) released its Q2 2025 Shareholder Letter, detailing its Solana-based treasury strategy and operations in validator infrastructure, DeFi, and an AI-powered commercial real estate platform - The company's core treasury strategy is to accumulate and compound **Solana (SOL)**[2](index=2&type=chunk)[5](index=5&type=chunk) - The business model includes holding and staking SOL, operating its own validator infrastructure to generate rewards, and participating in decentralized finance (DeFi) opportunities[5](index=5&type=chunk) - Alongside its crypto treasury, the company operates an AI-powered online platform for the commercial real estate industry, serving over **one million web users annually**[6](index=6&type=chunk)[7](index=7&type=chunk) [Letter to Shareholders & Core Strategy](index=3&type=section&id=Letter%20to%20Shareholders%20%26%20Core%20Strategy) CEO Joseph Onorati emphasizes the primary objective of rapidly growing Solana Per Share (SPS) by deeply integrating with the onchain economy to bridge DeFi and Traditional Finance (TradFi) - The company's primary and guiding objective is to grow **SOL Per Share (SPS)** as fast as possible[10](index=10&type=chunk) - As of the letter, SPS is **0.0619**, an increase of over **47%** from the end of June, driven by a **$165 million** capital raise in July which increased SPS by **34% month-over-month**[11](index=11&type=chunk) - The company aims to differentiate itself from simple crypto accumulation models by deeply integrating with the onchain economy and acting as a bridge between DeFi and Traditional Finance (TradFi)[13](index=13&type=chunk) - Long-term SPS targets are set at **0.165 by June 2026** and **1.0 SPS by the end of 2028**[15](index=15&type=chunk) [Strategic Initiatives](index=4&type=section&id=Strategic%20Initiatives) The company is pursuing two key strategic initiatives: building a bridge between onchain DeFi and TradFi, and expanding its SOL accumulation strategy globally through a franchising model [Building the Onchain to TradFi Bridge](index=4&type=section&id=Building%20the%20Onchain%20to%20TradFi%20Bridge) DeFi Dev Corp. deepened its Solana DeFi integration in Q2 through the adoption of dfdvSOL, a liquid staking token exceeding $20 million in market cap, and the launch of DFDVx, its tokenized equity, on Kraken - Adopted dfdvSOL, a liquid staking token (LST) built by Sanctum, which has crossed **$20 million in market cap** and is integrated across multiple DeFi platforms like Kamino, Drift, and Orca[19](index=19&type=chunk) - Launched DFDVx, its tokenized equity, on Kraken, becoming the first US-listed crypto treasury company to trade onchain, enabling **24/7 trading** and composability with DeFi infrastructure[20](index=20&type=chunk) [Taking DFDV Global](index=4&type=section&id=Taking%20DFDV%20Global) The company launched the DFDV Treasury Accelerator (DTA), a global franchising model designed to partner with regional operators to replicate DFDV's SOL accumulation strategy, with DFDV taking an equity stake - Launched a global franchising model in July, the DFDV Treasury Accelerator (DTA), to extend its SOL treasury strategy globally[22](index=22&type=chunk) - The model involves partnering with regional operators to launch localized public vehicles that mirror DFDV's core strategy, with DFDV providing brand, technology, and operational support[24](index=24&type=chunk) - The company is currently in advanced diligence with potential partners in **five separate regions** for proposed transactions where DFDV would receive a meaningful equity stake with minimal capital commitment[25](index=25&type=chunk) [Financial & Operational Performance](index=5&type=section&id=Financial%20%26%20Operational%20Performance) The company reported a significant increase in Q2 2025 revenue to $1.986 million and a net income of $15.432 million, driven by unrealized gains on digital assets, while introducing Annualized Organic Yield (AOY) at 10% for validator operations [Q2 2025 Financial Highlights](index=5&type=section&id=Q2%202025%20Financial%20Highlights) | (In Thousands, Except Per Share Data) | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $1,986 | $441 | 350% | | (Gain) Loss From Changes in Fair Value of Digital Assets | -$21,194 | - | - | | Total Operating Expenses (excluding gain from changes in FV) | $5,990 | $1,293 | 363% | | Net Income (Loss) | $15,432 | -$805 | NM | | EPS (Diluted) | $0.84 | -$0.08 | NM | [Staking & Validator Performance (Annualized Organic Yield)](index=5&type=section&id=Staking%20%26%20Validator%20Performance%20%28Annualized%20Organic%20Yield%29) The company introduced Annualized Organic Yield (AOY) as a new performance indicator, encompassing revenue from its staked SOL treasury, third-party delegated stake, and onchain activities[30](index=30&type=chunk) - The estimated AOY in Q2 2025 was approximately **10%**[31](index=31&type=chunk) - This yield implies about **$63,000 per day** in SOL-denominated revenue, based on a **1.3 million SOL balance** and a **SOL/USD price of $176**[31](index=31&type=chunk)[32](index=32&type=chunk) [Treasury Strategy & Key Performance Indicators (KPIs)](index=6&type=section&id=Treasury%20Strategy%20%26%20Key%20Performance%20Indicators%20%28KPIs%29) The company tracks its performance through core KPIs, including Solana Per Share (SPS) which grew 47% to 0.0619, a fully diluted multiple to Net Asset Value (mNAV) of 1.4x, and a managed Debt/Equity ratio of 48% [Solana Per Share (SPS) Growth](index=6&type=section&id=Solana%20Per%20Share%20%28SPS%29%20Growth) - Total SOL holdings reached **1,301,653** as of August 11, 2025[33](index=33&type=chunk) SPS Growth | Date | Basic SPS | Fully Diluted SPS | | :--- | :--- | :--- | | June 30, 2025 | 0.0421 | 0.025 | | August 12, 2025 | 0.0619 | 0.0443 | | **% change** | **47%** | **77%** | [Multiple to Net Asset Value (mNAV)](index=6&type=section&id=Multiple%20to%20Net%20Asset%20Value%20%28mNAV%29) mNAV as of August 11, 2025 | Calculation Method | Adj. NAV/Share | NAV multiple | | :--- | :--- | :--- | | (0) Equity-to-SOL | $10.91 | 1.4x | | (1) Debt-is-Debt | $3.94 | 3.8x | | (2) If-Converted ITM Convertibles | $9.08 | 1.7x | | (3) If-Converted All Convertibles, All Warrants Exercised | $10.45 | 1.4x | - The 'Days to Flip mNAV' (DTF), which measures the time to close the premium gap based on SPS growth, was **37** as of August 12, 2025[36](index=36&type=chunk) [Leverage](index=8&type=section&id=Leverage) Leverage Ratios | Metric | Ratio | | :--- | :--- | | Debt/Equity | 48% | | Debt/Assets | 61% | | Debt/SOL | 61% | [Capital Management & Shareholder Communication](index=7&type=section&id=Capital%20Management%20%26%20Shareholder%20Communication) The company successfully raised $122.5 million in convertible debt and $48 million through its Equity Line of Credit, while enhancing shareholder transparency through media appearances and new investor tools [Capital Raises](index=7&type=section&id=Capital%20Raises) - Closed a **$122.5 million** convertible debt raise led by Cantor Fitzgerald in July, with an initial conversion price of approximately **$23.11 per share**[41](index=41&type=chunk) - Raised approximately **$48 million** in net proceeds through its Equity Line of Credit (ELOC), with about **$4.95 billion** in remaining capacity from the **$5 billion** facility[42](index=42&type=chunk) [Marketing & Transparency](index=7&type=section&id=Marketing%20%26%20Transparency) - Management was featured across institutional and crypto-native media platforms, including CNBC, Nasdaq TradeTalks, and CoinDesk[38](index=38&type=chunk)[43](index=43&type=chunk) - New shareholder tools were launched to enhance transparency, including: * A historical chart of mNAV (multiple to Net Asset Value) * A running history of Solana Per Share (SPS) * An interactive SPS Calculator for scenario analysis[38](index=38&type=chunk)[43](index=43&type=chunk) [Guidance and Outlook](index=8&type=section&id=Guidance%20and%20Outlook) DeFi Dev Corp. maintains its SPS guidance of 0.165 by June 2026 and 1.000 by December 2028, focusing on aggressive SPS growth, increasing SOL holdings, and building recurring revenue from staking and validator operations in H2 2025 - The company is maintaining its guidance of **0.165 SPS by June 2026** and **1.000 SPS by December 2028**[46](index=46&type=chunk) - The June 2026 guidance represents **167% growth** from the current SPS and assumes average monthly capital raises of **$50 million**, excluding potential upside from the global franchising model[46](index=46&type=chunk) - The focus for the second half of 2025 is to aggressively drive SPS growth and increase the absolute amount of SOL on the balance sheet, while also growing staking and validator revenue[48](index=48&type=chunk) [Appendix: Key Performance Indicator Definitions](index=11&type=section&id=Appendix%3A%20Key%20Performance%20Indicator%20Definitions) This section provides detailed definitions and calculation methodologies for the company's key performance indicators (KPIs), including Annualized Organic Yield (AOY), Average Stake, and the four different views of multiple to Net Asset Value (mNAV) - Annualized Organic Yield (AOY) is defined as (Digital Asset Treasury Revenue / Average Stake) × 4[52](index=52&type=chunk) - Average Stake is the arithmetic average of daily SOL staked to the company's validators during a reporting period[55](index=55&type=chunk) - mNAV (multiple to Net Asset Value) is defined as Market Capitalization / Net Asset Value, and the company presents it in four different views to account for debt and dilution from convertibles and warrants[56](index=56&type=chunk)[59](index=59&type=chunk) [Forward-Looking Statements](index=12&type=section&id=Forward-Looking%20Statements) This section contains standard legal disclaimers, cautioning investors that forward-looking statements about future plans and financial performance are subject to inherent risks and uncertainties, and actual results may differ materially - The report contains forward-looking statements that are based on current beliefs and expectations and are subject to inherent uncertainties, risks, and changes[60](index=60&type=chunk) - Key risk factors that could cause actual results to differ include fluctuations in the market price of SOL, stock price volatility, regulatory changes, and the ability to access capital[60](index=60&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 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: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...

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 ¨ 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 001-41614 MINERALYS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 84-1966887 (Stat ...

[PART I – FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) The first part details ClearPoint Neuro, Inc.'s unaudited financial statements, management's discussion, market risks, and internal controls for the period ended June 30, 2025 [Item 1. Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited Q2 2025 financial statements reflect increased total assets to $62.9 million, driven by cash and a new note payable, alongside a widened net loss of $11.9 million for the six-month period [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the balance sheet shows a substantial increase in cash and total assets, accompanied by a significant rise in total liabilities due to a new long-term note payable Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $41,541 | $20,104 | | Total current assets | $53,991 | $33,363 | | Total assets | $62,869 | $39,189 | | **Liabilities & Equity** | | | | Total current liabilities | $7,398 | $10,353 | | Long-term note payable, net | $28,845 | $— | | Total liabilities | $43,126 | $13,800 | | Total stockholders' equity | $19,743 | $25,389 | | Total liabilities and stockholders' equity | $62,869 | $39,189 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, revenue increased to $9.2 million, and for the six-month period, revenue grew to $17.7 million, though net losses widened due to higher operating expenses Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $9,215 | $7,858 | $17,700 | $15,497 | | Gross profit | $5,556 | $4,988 | $10,688 | $9,513 | | Operating loss | $(5,680) | $(4,724) | $(11,843) | $(8,941) | | Net loss | $(5,837) | $(4,408) | $(11,863) | $(8,554) | | Net loss per share | $(0.21) | $(0.16) | $(0.42) | $(0.32) | [Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased to $19.7 million at June 30, 2025, primarily due to the net loss, partially offset by proceeds from a registered direct offering and share-based compensation - Total stockholders' equity declined to **$19.7 million** at June 30, 2025, from **$25.4 million** at January 1, 2025, mainly due to the net loss for the period[19](index=19&type=chunk) - During the first six months of 2025, the company issued common stock through a registered direct offering, share-based compensation, option exercises, and its employee stock purchase plan[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $8.7 million for the six months ended June 30, 2025, while significant financing activities resulted in a net increase in cash of $21.6 million Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash from operating activities | $(8,724) | $(6,508) | | Net cash from investing activities | $(274) | $— | | Net cash from financing activities | $30,615 | $16,213 | | **Net change in cash** | **$21,617** | **$9,705** | | Cash, end of period | $41,541 | $32,845 | - Financing activities in the first half of 2025 were driven by net proceeds of **$28.7 million** from a new note payable and **$3.3 million** from a common stock offering[23](index=23&type=chunk)[162](index=162&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's neurosurgery and biologics business, confirm sufficient liquidity for 12 months post-financing, and provide revenue breakdowns and details on the new $105 million note purchase agreement - The company's business is focused on minimally invasive neurosurgical platforms and providing consulting services to over **60 biologics and drug delivery customers**[28](index=28&type=chunk)[29](index=29&type=chunk) - Despite a cumulative deficit of **$203.2 million**, management has determined that existing cash of **$41.5 million** is sufficient to fund operations for at least the next twelve months, supported by recent financing[31](index=31&type=chunk)[33](index=33&type=chunk) Revenue by Service Line - Six Months Ended June 30 (in thousands) | Service Line | 2025 | 2024 | | :--- | :--- | :--- | | Biologics and drug delivery | $9,430 | $8,634 | | Neurosurgery navigation and therapy | $6,709 | $4,513 | | Capital equipment and software | $1,561 | $2,350 | | **Total revenue** | **$17,700** | **$15,497** | - In May 2025, the company entered into a note purchase agreement for up to **$105.0 million**, with an initial tranche of **$30.0 million** funded, providing net proceeds of approximately **$28.7 million**[35](index=35&type=chunk)[81](index=81&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2025 revenue growth of 17% and a 14% increase for six months, driven by neurosurgery and biologics, but notes widened net losses due to higher operating expenses, with recent financing ensuring liquidity [Overview](index=26&type=section&id=Overview) The company operates two main business lines: minimally invasive brain surgery platforms and preclinical/clinical trial support for biologics, with the latter identified as the largest growth opportunity despite a history of losses - The company's business is structured around two core areas: medical devices for neurosurgery (e.g., ClearPoint system) and services for the biologics and drug delivery space[115](index=115&type=chunk)[116](index=116&type=chunk) - The biologics and drug delivery business, with over **60 partners**, is considered the company's largest growth opportunity, contingent on partners' clinical and regulatory success[116](index=116&type=chunk)[126](index=126&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2025 revenue grew 17% to $9.2 million, driven by neurosurgery, but gross margin declined and net loss increased by 32% to $5.8 million due to higher operating expenses Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $9,215 | $7,858 | 17% | | Gross Profit | $5,556 | $4,988 | 11% | | Net Loss | $(5,837) | $(4,408) | 32% | - Q2 2025 revenue growth was led by a **33% increase** in Neurosurgery navigation and therapy revenue, attributed to new offerings like SmartFrame OR and Prism Laser Therapy[135](index=135&type=chunk) Six Months 2025 vs Six Months 2024 Performance (in thousands) | Metric | H1 2025 | H1 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $17,700 | $15,497 | 14% | | Gross Profit | $10,688 | $9,513 | 12% | | Net Loss | $(11,863) | $(8,554) | 39% | - The **34% increase** in G&A expenses for the first six months of 2025 was primarily due to higher bad debt expense, personnel costs, and professional service fees[151](index=151&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company bolstered its liquidity in May 2025 with $3.3 million from a stock offering and $28.7 million from a note agreement, bringing cash to $41.5 million, deemed sufficient for the next twelve months - The company's cash and cash equivalents increased to **$41.5 million** at June 30, 2025, which management deems sufficient to support operations for at least the next 12 months[158](index=158&type=chunk) - In May 2025, the company raised approximately **$3.3 million** net from a registered direct stock offering and **$28.7 million** net from an initial note issuance under a new purchase agreement[154](index=154&type=chunk)[155](index=155&type=chunk) - Net cash used in operating activities increased to **$8.7 million** for the first six months of 2025, up from **$6.5 million** in the same period of 2024, primarily due to a higher net loss and increased working capital needs[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate sensitivity on its new note payable, which has a capped variable rate, while foreign currency risk is not considered material - The company's main market risk is interest rate sensitivity from its **$30.2 million** note payable, which bears a variable interest rate[166](index=166&type=chunk)[168](index=168&type=chunk) - The interest rate on the note is capped at **9.50%**, limiting the maximum potential annual interest expense increase to approximately **$0.4 million** based on the current principal balance[168](index=168&type=chunk) - Foreign currency risk is not considered material at this time due to limited transactions in currencies other than the U.S. dollar[169](index=169&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[171](index=171&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the quarter ended June 30, 2025[172](index=172&type=chunk) [PART II – OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, other information, and exhibits for ClearPoint Neuro, Inc.'s Q2 2025 report [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) A previously disclosed lawsuit was settled in August 2025, with the settlement amount expected to be covered by insurance and not anticipated to materially impact financial statements - A lawsuit involving a patient who suffered an adverse outcome was settled in August 2025[95](index=95&type=chunk) - The settlement is expected to be paid by insurance and is not anticipated to have a material impact on the company's financial condition[95](index=95&type=chunk)[174](index=174&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No material changes have been made to the risk factors disclosed in the 2024 Form 10-K[175](index=175&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[176](index=176&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) During Q2 2025, CEO Joseph M. Burnett and Director Lynnette C. Fallon adopted Rule 10b5-1 trading arrangements in accordance with the company's insider trading policy - CEO Joseph M. Burnett and Director Lynnette C. Fallon adopted new Rule 10b5-1 trading plans on June 11, 2025[182](index=182&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report, including corporate governance documents, recent financing agreements, lease agreements, and required officer certifications - The report includes exhibits for the Stock Purchase Agreement and Note Purchase Agreement, both dated May 12, 2025[184](index=184&type=chunk) - A new lease agreement dated June 16, 2025, for a facility in San Diego, California, is also filed as an exhibit[184](index=184&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-40337 NEUROPACE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 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, 2 ...