[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 ...

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [ITEM 1. Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=ITEM%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements for Beyond Air, Inc. and its subsidiaries, including the balance sheets, statements of operations and comprehensive loss, statements of changes in stockholders' equity, statements of cash flows, and accompanying notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | March 31, 2025 | | :----------------------------------- | :------------ | :------------- | | Cash and cash equivalents | $4,976 | $4,665 | | Marketable securities | $1,487 | $2,252 | | Total current assets | $14,989 | $16,018 | | Total assets | $28,114 | $30,062 | | Total current liabilities | $4,626 | $5,000 | | Long-term debt, net | $9,621 | $9,197 | | Total liabilities | $17,706 | $15,721 | | Total stockholders' equity | $10,408 | $14,341 | - Total assets decreased by **$1,948 thousand** from March 31, 2025, to June 30, 2025, while total liabilities increased by **$1,985 thousand**, leading to a decrease in total stockholders' equity[9](index=9&type=chunk) - A one-for-twenty reverse stock split was effectuated in July 2025, with all share and per share information retroactively adjusted to reflect this change[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section details the company's financial performance over specific periods, including revenues, expenses, and net loss Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | | Revenues | $1,760 | $683 | | Cost of revenues | $(1,604) | $(1,016) | | Gross profit/(loss) | $156 | $(332) | | Research and development | $(3,086) | $(6,009) | | Selling, general and administrative | $(4,687) | $(7,239) | | Loss from operations | $(7,617) | $(13,580) | | Net loss | $(8,078) | $(13,055) | | Net loss attributable to Beyond Air, Inc. | $(7,691) | $(12,201) | | Net basic and diluted loss per share | $(1.53) | $(5.32) | | Weighted average number of shares outstanding | 5,014,923 | 2,295,042 | - Revenues increased by **157.7%** year-over-year, leading to a shift from a gross loss of **$332 thousand** in 2024 to a gross profit of **$156 thousand** in 2025[11](index=11&type=chunk) - Operating expenses decreased significantly by **$5,474 thousand**, contributing to a reduced loss from operations and a lower net loss attributable to Beyond Air, Inc. of **$7,691 thousand** compared to **$12,201 thousand** in the prior year[11](index=11&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) This section outlines the changes in the company's equity due to net loss, stock issuances, and stock-based compensation over time Condensed Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Metric | Balance as of April 1, 2025 | Issuance of common stock – At The Market equity offering | Stock-based compensation | Net loss | Balance as of June 30, 2025 | | :-------------------------------- | :-------------------------- | :------------------------------------------------------- | :----------------------- | :--------- | :-------------------------- | | Total Stockholders' Equity | $14,341 | $2,441 | $1,577 | $(8,078) | $10,408 | - Total stockholders' equity decreased from **$14,341 thousand** as of April 1, 2025, to **$10,408 thousand** as of June 30, 2025, primarily due to the net loss of **$8,078 thousand**, partially offset by **$2,441 thousand** from equity offerings and **$1,577 thousand** from stock-based compensation[14](index=14&type=chunk) Condensed Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Metric | Balance as of April 1, 2024 | Issuance of common stock warrants | Stock-based compensation | Net loss | Balance as of June 30, 2024 | | :-------------------------------- | :-------------------------- | :-------------------------------- | :----------------------- | :--------- | :-------------------------- | | Total Stockholders' Equity | $27,186 | $86 | $3,379 | $(13,055) | $17,699 | - For the three months ended June 30, 2024, total stockholders' equity decreased from **$27,186 thousand** to **$17,699 thousand**, mainly due to a net loss of **$13,055 thousand**, partially offset by stock-based compensation of **$3,379 thousand**[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the cash inflows and outflows from operating, investing, and financing activities, reflecting the company's liquidity Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net cash used in operating activities | $(4,526) | $(10,180) | | Net cash provided by investing activities | $576 | $3,114 | | Net cash provided by (used in) financing activities | $4,066 | $(264) | | Effect of exchange rate changes | $127 | $111 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $243 | $(7,218) | - Net cash used in operating activities significantly decreased from **$10,180 thousand** in 2024 to **$4,526 thousand** in 2025[18](index=18&type=chunk) - Financing activities provided **$4,066 thousand** in 2025, primarily from common stock issuance and advanced financing, a substantial improvement from **$264 thousand** cash used in 2024[18](index=18&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies, financial instrument valuations, commitments, contingencies, and segment information - The notes provide detailed explanations of the company's accounting policies, financial instrument valuations, commitments, contingencies, and segment information, which are integral to understanding the condensed consolidated financial statements[19](index=19&type=chunk) [NOTE 1 ORGANIZATION AND BUSINESS](index=10&type=section&id=NOTE%201%20ORGANIZATION%20AND%20BUSINESS) This note describes the company's core business as a medical device and biopharmaceutical company, its key product platforms, and recent corporate actions - Beyond Air, Inc. is a commercial-stage medical device and biopharmaceutical company developing the LungFit platform for nitric oxide (NO) generation and delivery[20](index=20&type=chunk) - The LungFitPH device received U.S. FDA premarket approval in June 2022 and European CE mark approval in November 2024 for treating hypoxic respiratory failure in neonates[20](index=20&type=chunk)[21](index=21&type=chunk) - The company has two additional programs: Beyond Cancer (**80% owned**) for ultra-high concentration NO (UNO) in solid tumors (Phase 1 clinical trial) and NeuroNOS (**88.2% owned**) for nNOS inhibitors to treat neurological conditions like autism spectrum disorder (ASD) (preclinical, Phase 1 expected by end of 2026)[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - A one-for-twenty reverse stock split was effectuated on July 14, 2025, retroactively adjusting all share and per share information in the financial statements[28](index=28&type=chunk)[29](index=29&type=chunk) [NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES](index=12&type=section&id=NOTE%202%20SIGNIFICANT%20ACCOUNTING%20POLICIES%20AND%20OTHER%20RISKS%20AND%20UNCERTAINTIES) This note outlines the critical accounting principles and estimates used in preparing the financial statements, along with other risks and uncertainties - The company's financial statements are prepared in accordance with U.S. GAAP for interim financial information and include all necessary adjustments[30](index=30&type=chunk) - Beyond Air consolidates its majority-owned affiliates, Beyond Cancer and NeuroNOS, due to its power to direct their activities and right to receive benefits and losses[31](index=31&type=chunk) - Management believes there is substantial doubt about the company's ability to meet its obligations with cash on hand and will require additional funding within one year[34](index=34&type=chunk) - Revenue from LungFitPH device leases is recognized on a straight-line basis over the lease term, combining lease and non-lease components under a practical expedient[43](index=43&type=chunk) - The company relies on third-party suppliers, with two vendors accounting for approximately **89%** of materials purchased for the three months ended June 30, 2025[59](index=59&type=chunk) [NOTE 3 PROPERTY AND EQUIPMENT](index=20&type=section&id=NOTE%203%20PROPERTY%20AND%20EQUIPMENT) This note details the composition of the company's property and equipment, including clinical devices and other assets, and related depreciation expenses Property and Equipment (in thousands) | Category | June 30, 2025 | March 31, 2025 | | :----------------------------- | :------------ | :------------- | | Clinical and medical equipment | $1,090 | $1,048 | | Equipment deployable as part of a service offering | $13,383 | $13,511 | | Computer equipment | $951 | $927 | | Furniture and fixtures | $499 | $506 | | Leasehold improvements | $533 | $521 | | **Total Property and Equipment, net** | **$10,188** | **$11,013** | - Depreciation and amortization expense for the three months ended June 30, 2025, was **$0.8 million**, an increase from **$0.7 million** in the prior year[61](index=61&type=chunk) [NOTE 4 STOCKHOLDERS' EQUITY](index=20&type=section&id=NOTE%204%20STOCKHOLDERS%27%20EQUITY) This note provides information on the company's equity activities, including ATM offerings, stock-based compensation, and the impact of a reverse stock split - The company has an At-The-Market (ATM) Equity Offering Sales Agreement for up to **$35.0 million**, but is currently limited to selling up to **$5.8 million** of common stock due to SEC's 'baby shelf rules'[62](index=62&type=chunk)[169](index=169&type=chunk) - During the three months ended June 30, 2025, the company received net proceeds of **$2.4 million** from the sale of **564,699 shares** of common stock through the 2025 ATM[63](index=63&type=chunk) Stock-based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | | Research and development | $300 | $629 | | General and administrative | $1,277 | $2,750 | | **Total stock-based compensation expense** | **$1,577** | **$3,379** | - As of June 30, 2025, the company had approximately **$4.1 million** in unrecognized stock-based compensation expense for stock options and **$0.7 million** for restricted stock unit awards, expected to be expensed over weighted average remaining service periods of **1.3 to 1.7 years**[66](index=66&type=chunk)[69](index=69&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk) [NOTE 5 OTHER CURRENT ASSETS AND PREPAID EXPENSES](index=24&type=section&id=NOTE%205%20OTHER%20CURRENT%20ASSETS%20AND%20PREPAID%20EXPENSES) This note itemizes the components of other current assets and prepaid expenses, highlighting significant deposits for manufacturing materials Other Current Assets and Prepaid Expenses (in thousands) | Category | June 30, 2025 | March 31, 2025 | | :-------------------------------- | :------------ | :------------- | | Research and development | $68 | $108 | | Prepaid insurance | $572 | $817 | | Deposits to secure manufacturing materials | $3,977 | $4,377 | | Other | $156 | $203 | | **Total** | **$5,126** | **$5,743** | - Deposits to secure manufacturing materials represent the largest component of other current assets and prepaid expenses, totaling **$3,977 thousand** as of June 30, 2025[79](index=79&type=chunk) [NOTE 6 ACCRUED EXPENSES](index=24&type=section&id=NOTE%206%20ACCRUED%20EXPENSES) This note details the company's accrued liabilities, including research and development, professional fees, and deferred revenue Accrued Expenses (in thousands) | Category | June 30, 2025 | March 31, 2025 | | :----------------------------- | :------------ | :------------- | | Research and development | $539 | $360 | | Professional fees | $280 | $440 | | Employee salaries and benefits | $743 | $924 | | Deferred revenue | $921 | - | | Goods received not invoiced | $77 | $98 | | Other | $177 | $223 | | **Total short-term accrued expenses** | **$2,737** | **$2,045** | - Total short-term accrued expenses increased by **$692 thousand** from March 31, 2025, to June 30, 2025, primarily due to the recognition of **$921 thousand** in deferred revenue[80](index=80&type=chunk) [NOTE 7 BASIC AND DILUTED NET INCOME (LOSS) PER SHARE OF COMMON STOCK](index=24&type=section&id=NOTE%207%20BASIC%20AND%20DILUTED%20NET%20INCOME%20%28LOSS%29%20PER%20SHARE%20OF%20COMMON%20STOCK) This note explains the calculation of earnings per share and identifies potentially dilutive securities excluded due to their anti-dilutive effect Potentially Dilutive Securities Not Included in Diluted EPS Calculation | Security Type | June 30, 2025 | June 30, 2024 | | :----------------------------- | :------------ | :------------ | | Common stock warrants | 3,254,966 | 511,251 | | Common stock options | 728,262 | 558,343 | | Restricted shares | 18,265 | 30,645 | | Loan and Security – conversion feature | - | 69,509 | | **Total** | **4,001,493** | **1,169,748** | - Potentially dilutive securities, including common stock warrants, options, and restricted shares, were not included in the calculation of diluted net income (loss) per share as their effect would have been anti-dilutive for the periods presented[81](index=81&type=chunk)[82](index=82&type=chunk) [NOTE 8 COMMITMENTS AND CONTINGENCIES](index=25&type=section&id=NOTE%208%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations, license agreements, supply commitments, and ongoing legal matters - The company has license agreements with Pulmonox Technologies Corporation and NitricGen, Inc., with potential future milestone payments of up to **$87 million** for Pulmonox and **$0.3 million** remaining for NitricGen[83](index=83&type=chunk)[84](index=84&type=chunk) - A supply agreement with a third-party vendor has an outstanding purchase order of approximately **$0.4 million**, with **$4.0 million** of restricted cash held by the supplier to secure materials[85](index=85&type=chunk) - The company is involved in various legal matters in the normal course of business, but does not expect their outcome to have a material effect on its financial position, cash flows, or results of operations[86](index=86&type=chunk) [NOTE 9 LOANS](index=26&type=section&id=NOTE%209%20LOANS) This note details the company's secured loan agreements, including terms, interest rates, and related party financing - On November 1, 2024, the company entered into a **$11.5 million** secured loan agreement with a **ten-year term**, **15%** annual interest (**3%** cash, **12%** payable in kind until June 30, 2026), and an **8%** royalty interest on net sales from July 2026[88](index=88&type=chunk)[167](index=167&type=chunk) - An additional **$2.0 million** in advanced financing was received on June 2, 2025, from a related party director, expected to be on terms materially consistent with the existing Loan Agreement[90](index=90&type=chunk)[168](index=168&type=chunk) Components of Loan Agreement (in thousands) | Component | June 30, 2025 | March 31, 2025 | | :----------------------------- | :------------ | :------------- | | Amount outstanding | $11,500 | $11,500 | | Paid in kind interest | $1,066 | $696 | | Debt discount | $(3,249) | $(3,249) | | Amortization of debt discount | $304 | $250 | | **Total** | **$9,621** | **$9,197** | [NOTE 10 – LEASE REVENUES](index=26&type=section&id=NOTE%2010%20%E2%80%93%20LEASE%20REVENUES) This note provides information on revenues generated from LungFit PH device leases, including recognized revenue and future minimum lease payments LungFit® PH Lease Revenues (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :----------------------------- | :------------------------------- | :------------------------------- | | Lease revenues recognized | $1,300 | $600 | | Cash received from leases | $1,200 | $400 | - Future minimum lease payments under LungFit® PH lease arrangements total **$9,470 thousand** as of June 30, 2025, with **$3,373 thousand** due in 2026[93](index=93&type=chunk) - Depreciation expense related to leased LungFit® PH devices was **$0.6 million** for the three months ended June 30, 2025, up from **$0.5 million** in the prior year, and is included in the cost of revenue[93](index=93&type=chunk)[94](index=94&type=chunk) [NOTE 11 SEGMENTS](index=28&type=section&id=NOTE%2011%20SEGMENTS) This note presents financial information by operating segment, detailing assets, revenues, and losses attributable to Beyond Air, Beyond Cancer, and NeuroNOS Segment Financial Information (Three Months Ended June 30, 2025, in thousands) | Metric | Beyond Air | Beyond Cancer | NeuroNos | Total | | :----------------------------- | :----------- | :------------ | :--------- | :------ | | Total assets | $24,297 | $2,175 | $1,642 | $28,114 | | Revenues | $1,760 | $0 | $0 | $1,760 | | Loss from operations | $(5,406) | $(1,481) | $(730) | $(7,617) | | Net loss before income taxes | $(5,844) | $(1,506) | $(728) | $(8,078) | | Cash used in operations | $(3,755) | $(439) | $(332) | $(4,526) | - The Beyond Air segment generated all current revenues (**$1,760 thousand**) and accounted for the largest portion of total assets and operating loss[96](index=96&type=chunk) - Beyond Cancer and NeuroNos segments, while not generating revenue, contributed to the overall net loss and cash used in operations, reflecting their development stages[96](index=96&type=chunk) [NOTE 12 – SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%2012%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - No subsequent events occurred other than the one-for-twenty reverse stock split referred to in Note 1[97](index=97&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the three months ended June 30, 2025, compared to the same period in 2024 [Note Regarding Forward-Looking Statements](index=30&type=section&id=Note%20Regarding%20Forward-Looking%20Statements) This section cautions readers about forward-looking statements, highlighting inherent risks and uncertainties that could cause actual results to differ materially - This report contains forward-looking statements that are subject to known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially from expectations[98](index=98&type=chunk)[99](index=99&type=chunk) - Key factors influencing future results include the ability to successfully commercialize LungFit PH, predict product demand, develop new products, complete clinical trials, obtain regulatory approvals, maintain collaborations, protect intellectual property, and secure additional funding[103](index=103&type=chunk) [Introduction](index=31&type=section&id=Introduction) This section introduces Beyond Air as a commercial-stage medical device and biopharmaceutical company, detailing its LungFit platform and product pipeline - Beyond Air is a commercial-stage medical device and biopharmaceutical company developing the LungFit platform for generating nitric oxide (NO) from ambient air[104](index=104&type=chunk) - The company's first device, LungFit PH, received FDA approval in June 2022 and European CE mark approval in November 2024 for treating hypoxic respiratory failure in neonates[104](index=104&type=chunk)[105](index=105&type=chunk) - Beyond Air has two additional programs: Beyond Cancer (**80% owned**) for ultra-high concentration NO (UNO) in solid tumors (Phase 1 clinical trial) and NeuroNOS (**88.2% owned**) for nNOS inhibitors to treat neurological conditions like ASD (preclinical)[106](index=106&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - The LungFit PH system offers competitive advantages by generating NO on-demand from ambient air, eliminating the need for high-pressure cylinders and cumbersome purging procedures[110](index=110&type=chunk)[112](index=112&type=chunk) [LungFitPH for the treatment of Persistent Pulmonary Hypertension of the Newborn (PPHN)](index=32&type=section&id=LungFitPH%20for%20the%20treatment%20of%20Persistent%20Pulmonary%20Hypertension%20of%20the%20Newborn%20%28PPHN%29) This section describes the FDA and CE Mark approved LungFit PH device for PPHN, its market potential, and commercialization efforts - LungFit PH is FDA-approved (June 2022) and CE Mark approved (November 2024) for PPHN, with a PMA supplement submitted to the FDA in November 2023 for label expansion to include certain cardiac surgeries[114](index=114&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - The company estimates the U.S. sales potential for LungFit PH to be approximately **$350 million** and worldwide sales potential to be **$700 million** or greater[117](index=117&type=chunk) - Beyond Air is in the final phase of its U.S. commercial launch, aiming to become the market leader, and has secured regulatory approvals and new distribution agreements in several international markets since receiving CE Mark[117](index=117&type=chunk) [LungFitPRO for the treatment of viral lung infections in hospitalized patients](index=33&type=section&id=LungFitPRO%20for%20the%20treatment%20of%20viral%20lung%20infections%20in%20hospitalized%20patients) This section outlines the development of LungFitPRO for viral lung infections, including clinical trial results and market potential - LungFitPRO is being developed for viral community-acquired pneumonia (VCAP), including COVID-19, with an estimated U.S. market potential greater than **$1.5 billion** and worldwide potential greater than **$3 billion**[118](index=118&type=chunk) - A pilot clinical trial showed that intermittent inhalations of **150 ppm NO** were well-tolerated, shortened hospital length of stay, and significantly reduced the duration of oxygen support for VCAP patients[119](index=119&type=chunk)[120](index=120&type=chunk) - Further data analysis indicated a larger decline in c-reactive protein (CRP) and compelling evidence that high concentration NO delivery can be a powerful tool against pneumonia[121](index=121&type=chunk) [Bronchiolitis (BRO)](index=34&type=section&id=Bronchiolitis%20%28BRO%29) This section discusses the development of a treatment for bronchiolitis, including pilot study results and market potential for this common pediatric condition - Bronchiolitis is the leading cause of hospital admission in children under **1 year**, with an estimated U.S. market potential greater than **$500 million** and worldwide potential greater than **$1.2 billion**[123](index=123&type=chunk) - Three successful pilot studies showed that intermittent **150-160 ppm NO** was generally safe, well-tolerated, and effective in shortening hospital length of stay and accelerating time to stable oxygen saturation[124](index=124&type=chunk) - Long-term safety data from follow-up studies indicated a favorable re-hospitalization rate for bronchiolitis-related reasons in the inhaled NO group[126](index=126&type=chunk) [LungFitGO for the treatment of Nontuberculous mycobacteria (NTM)](index=35&type=section&id=LungFitGO%20for%20the%20treatment%20of%20Nontuberculous%20mycobacteria%20%28NTM%29) This section details the LungFitGO program for NTM lung infections, including clinical trial findings and future development plans - NTM lung infection is a rare and serious pulmonary disease with no specific treatments for M. Abscessus, representing a U.S. sales potential greater than **$1 billion** and worldwide potential greater than **$2.5 billion**[128](index=128&type=chunk)[129](index=129&type=chunk) - A **12-week** clinical trial in Australia demonstrated that high-dose NO treatment (up to **250 ppm**) was well-tolerated in both home and hospital settings, improved quality of life, and showed trends in microbial load reduction[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - One patient achieved culture conversion, and the company anticipates commencing a pivotal clinical trial in calendar year 2026, pending funding and discussions with the FDA[132](index=132&type=chunk) [Ultra-High Concentration NO (UNO) in solid tumors through majority-owned affiliate Beyond Cancer, Ltd.](index=37&type=section&id=Ultra-High%20Concentration%20NO%20%28UNO%29%20in%20solid%20tumors%20through%20majority-owned%20affiliate%20Beyond%20Cancer%2C%20Ltd.) This section describes the Beyond Cancer affiliate's progress in developing UNO for solid tumors, including preclinical data and Phase 1 clinical trial results - Beyond Cancer, a majority-owned affiliate (**80% equity ownership**), raised **$30.0 million** in a private placement to accelerate preclinical work and a Phase 1 human clinical trial for UNO in solid tumors[134](index=134&type=chunk) - Preclinical data showed UNO (**20,000-200,000 ppm**) elicited an immune response, increased immune cell recruitment, and demonstrated dose-dependent cytotoxic effects on cancer cell lines[136](index=136&type=chunk) - A Phase 1 clinical trial is underway, with initial results showing no dose-limiting toxicities at **25,000 ppm NO** and favorable immune biomarker changes at **50,000 ppm**, including a **54% decrease** in MDSCs[137](index=137&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - A Phase 1b trial protocol for UNO + anti-PD-1 combination therapy in relapsed or refractory malignancies was approved by the Israeli Ministry of Health[143](index=143&type=chunk) [Selective neuronal nitric oxide synthase (nNOS) inhibitor for the treatment of neurological conditions in collaboration with Hebrew University of Jerusalem](index=38&type=section&id=Selective%20neuronal%20nitric%20oxide%20synthase%20%28nNOS%29%20inhibitor%20for%20the%20treatment%20of%20neurological%20conditions%20in%20collaboration%20with%20Hebrew%20University%20of%20Jerusalem) This section outlines the NeuroNOS affiliate's program for nNOS inhibitors targeting neurological conditions like ASD, including funding and development timelines - NeuroNOS, a majority-owned affiliate (**88.2% equity ownership**), raised **$2.0 million** in a private placement to fund preclinical work for nNOS inhibitors targeting neurological conditions like autism spectrum disorder (ASD)[144](index=144&type=chunk)[145](index=145&type=chunk) - The company expects this program to progress from preclinical to a Phase 1 first-in-human clinical trial by the end of 2026[146](index=146&type=chunk) [Critical Accounting Estimates](index=38&type=section&id=Critical%20Accounting%20Estimates) This section confirms that there were no material changes to the company's critical accounting estimates during the reporting period - There were no material changes to the critical accounting estimates for the three months ended June 30, 2025, as previously disclosed in the company's 2025 Annual Report on Form 10-K[147](index=147&type=chunk) [Results of Operations and Comprehensive Loss](index=39&type=section&id=Results%20of%20Operations%20and%20Comprehensive%20Loss) This section analyzes the company's financial performance, comparing revenues, expenses, and net loss for the current and prior periods Key Financial Performance (in thousands, except per share data) | Metric | June 30, 2025 | June 30, 2024 | Change | | :------------------------------------------------ | :------------ | :------------ | :------- | | Revenues | $1,760 | $683 | +$1,077 | | Cost of revenues | $(1,604) | $(1,016) | $(588) | | Gross profit/(loss) | $156 | $(332) | +$488 | | Research and development | $(3,086) | $(6,009) | +$2,923 | | Selling, general and administrative | $(4,687) | $(7,239) | +$2,552 | | Operating expenses | $(7,773) | $(13,247) | +$5,474 | | Operating loss | $(7,617) | $(13,580) | +$5,963 | | Net loss | $(8,078) | $(13,055) | +$4,977 | | Net loss attributable to Beyond Air, Inc. Stockholders | $(7,691) | $(12,201) | +$4,510 | | Net basic and diluted loss per share | $(1.53) | $(5.32) | +$3.79 | - The company significantly reduced its net loss by **$4,977 thousand** and operating loss by **$5,963 thousand** year-over-year, driven by increased revenues and substantial reductions in operating expenses[149](index=149&type=chunk) [Comparison of Three Months Ended June 30, 2025 with the Three Months Ended June 30, 2024](index=40&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030%2C%202025%20with%20the%20Three%20Months%20Ended%20June%2030%2C%202024) This section provides a detailed comparative analysis of the company's financial results for the three months ended June 30, 2025, versus the same period in 2024 - The company experienced a substantial improvement in financial performance, marked by increased revenues, a shift from gross loss to gross profit, and significant reductions in operating expenses and net loss compared to the prior year[150](index=150&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk)[156](index=156&type=chunk) [Revenues and Cost of Revenues](index=40&type=section&id=Revenues%20and%20Cost%20of%20Revenues) This section analyzes the changes in the company's revenues and associated costs, highlighting the shift from gross loss to gross profit Revenues and Cost of Revenues (in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | | :---------------- | :------------ | :------------ | :------- | | Revenues | $1,760 | $683 | +$1,077 | | Cost of revenues | $(1,604) | $(1,016) | $(588) | | Gross profit/(loss) | $156 | $(332) | +$488 | - Revenues increased by **$1.1 million (157.7%)** year-over-year, and the company achieved a gross profit of **$0.2 million**, a significant improvement from a gross loss of **$0.3 million** in the prior year[150](index=150&type=chunk) - The increase in gross profit is primarily associated with sales growth, partially offset by one-time costs required to upgrade existing devices and provisions for excess inventory[151](index=151&type=chunk) [Research and Development Expenses](index=40&type=section&id=Research%20and%20Development%20Expenses) This section details the year-over-year changes in research and development expenditures, identifying key areas of cost reduction Research and Development Expenses (in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | | :----------------------------- | :------------ | :------------ | :------- | | Research and development expenses | $3,086 | $6,009 | $(2,923) | - R&D expenses decreased by **$2.9 million (48.6%)** year-over-year, primarily due to reduced spending in salaries (**$1.3 million**), stock-based compensation (**$0.3 million**), preclinical studies (**$0.3 million**), clinical studies (**$0.1 million**), professional fees (**$0.2 million**), and Gen II device development costs (**$0.2 million**)[152](index=152&type=chunk) [Selling, General and Administrative Expenses](index=40&type=section&id=Selling%20General%20and%20Administrative%20Expenses) This section examines the changes in selling, general, and administrative expenses, attributing reductions to lower salaries, stock-based compensation, and marketing costs Selling, General and Administrative Expenses (in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | | :------------------------------------ | :------------ | :------------ | :------- | | Selling, general and administrative expenses | $4,687 | $7,239 | $(2,552) | - SG&A expenses decreased by **$2.5 million (35.2%)** year-over-year, mainly attributed to lower salaries (**$0.8 million**), stock-based compensation (**$1.5 million**), marketing and advertising costs (**$0.1 million**), and legal fees (**$0.1 million**)[153](index=153&type=chunk) [Other Income/Expense](index=40&type=section&id=Other%20Income%2FExpense) This section explains the changes in other income and expense, primarily due to the extinguishment of derivative liability and shifts in interest income and expense Other Income/(Expense) (in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | | :------------------------------------------ | :------------ | :------------ | :------- | | Total other income/(expense) | $(461) | $525 | $(986) | - The shift from other income to other expense, a **$1.0 million** increase in expense, was primarily due to a prior-period gain associated with the change in fair value of derivative liability (**$1.0 million**) which was extinguished[154](index=154&type=chunk) - This was partially offset by a decrease in interest expense of **$0.5 million** and a **$0.4 million** decrease in dividend and interest income[154](index=154&type=chunk) [Net Loss Attributable to Non-controlling Interests](index=40&type=section&id=Net%20Loss%20Attributable%20to%20Non-controlling%20Interests) This section details the portion of net loss allocated to non-controlling interests in the company's majority-owned affiliates Net Loss Attributable to Non-controlling Interests (in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | | :------------------------------------------ | :------------ | :------------ | :------- | | Net loss attributable to non-controlling interest | $(387) | $(854) | +$467 | - Net loss attributable to non-controlling interests decreased by **$0.5 million**, reflecting **20%** of Beyond Cancer's net loss and **11.8%** of NeuroNOS's net loss[155](index=155&type=chunk) [Net Loss Attributed to Common Stockholders](index=41&type=section&id=Net%20Loss%20Attributed%20to%20Common%20Stockholders) This section reports the net loss and loss per share attributable to the company's common stockholders, reflecting overall financial performance Net Loss Attributed to Common Stockholders (in thousands, except per share data) | Metric | June 30, 2025 | June 30, 2024 | Change | | :------------------------------------------------ | :------------ | :------------ | :------- | | Net loss attributable to Beyond Air, Inc. Stockholders | $(7,691) | $(12,201) | +$4,510 | | Net basic and diluted loss per share | $(1.53) | $(5.32) | +$3.79 | - Net loss attributable to common stockholders decreased by **$4.5 million**, and loss per share decreased by **$3.79**, indicating improved financial performance[156](index=156&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet its short-term and long-term financial obligations, including cash position and future funding requirements - As of June 30, 2025, the company had cash, cash equivalents, and marketable securities of **$6.5 million** and restricted cash of **$0.2 million**[164](index=164&type=chunk) - Management believes there is substantial doubt about the company's ability to meet its obligations with current cash and will require additional funding within one year[165](index=165&type=chunk) - Future capital needs depend on the success and costs of commercialization, preclinical studies, clinical trials, and regulatory approvals for product candidates[166](index=166&type=chunk) [Cash Flows](index=41&type=section&id=Cash%20Flows) This section provides a summary of cash flows from operating, investing, and financing activities, indicating changes in the company's cash position Cash Flow Activities (in thousands) | Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net cash used in operating activities | $(4,526) | $(10,180) | | Net cash provided by investing activities | $576 | $3,114 | | Net cash provided by (used in) financing activities | $4,066 | $(264) | | Effect of exchange rate changes | $127 | $111 | | **Net increase (decrease) in cash, cash equivalents and restricted cash** | **$243** | **$(7,218)** | - The company experienced a net increase of **$243 thousand** in cash, cash equivalents, and restricted cash in Q1 2025, a significant improvement from a net decrease of **$7,218 thousand** in Q1 2024[157](index=157&type=chunk) [Operating Activities](index=41&type=section&id=Operating%20Activities) This section analyzes cash flows from operating activities, highlighting the impact of net loss and non-cash adjustments on cash utilization - Net cash used in operating activities decreased to **$4.5 million** in Q1 2025 from **$10.2 million** in Q1 2024, primarily due to a reduced net loss and lower non-cash adjustments[158](index=158&type=chunk)[159](index=159&type=chunk) [Investing Activities](index=41&type=section&id=Investing%20Activities) This section details cash flows from investing activities, primarily related to marketable securities and property and equipment purchases - Net cash provided by investing activities was **$0.6 million** in Q1 2025, mainly from redeeming marketable securities (**$0.8 million**) and purchasing property and equipment (**$0.2 million**)[160](index=160&type=chunk) - This represents a decrease from **$3.1 million** provided in Q1 2024, which included a larger net redemption of marketable securities (**$5.8 million**)[161](index=161&type=chunk) [Financing Activities](index=41&type=section&id=Financing%20Activities) This section describes cash flows from financing activities, including proceeds from equity offerings and advanced financing, and loan repayments - Net cash provided by financing activities was **$4.1 million** in Q1 2025, primarily from common stock issuance through an At-The-Market (ATM) offering (**$2.4 million**) and advanced financing from a related party (**$2.0 million**)[162](index=162&type=chunk) - This contrasts with net cash used of **$0.3 million** in Q1 2024, which was solely for loan repayments[163](index=163&type=chunk) [Future Funding Requirements](index=41&type=section&id=Future%20Funding%20Requirements) This section outlines the company's anticipated need for additional capital to sustain operations and fund product development, along with current financing efforts - The company expects to incur net losses and cash outflows for at least the next twelve months and requires additional funding within one year to meet its obligations[165](index=165&type=chunk) - Current financing efforts include an existing **$11.5 million** secured loan, a recent **$2.0 million** advanced financing from a director, and an At-The-Market (ATM) equity offering with **$5.8 million** currently available for sale[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) - Beyond Cancer and NeuroNOS are also pursuing fundraising, with NeuroNOS's **$2.0 million** private placement still open for investment[170](index=170&type=chunk) - The company's ability to continue operating beyond the third fiscal quarter of 2026 is largely dependent on the successful commercial launch of LungFit PH, obtaining international partners, and raising additional funds[173](index=173&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section addresses the company's exposure to market risks, primarily focusing on foreign currency exchange rates, which may impact its financial position - The company's primary market risk exposure is a result of foreign currency exchange rates[175](index=175&type=chunk) [ITEM 4. Controls and Procedures](index=44&type=section&id=ITEM%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=44&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as assessed by management - Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[176](index=176&type=chunk) [Changes in Internal Control Over Financial Reporting](index=44&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports that there were no material changes to the company's internal control over financial reporting during the period - There were no changes made to the company's internal control over financial reporting during the three months ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[177](index=177&type=chunk) [PART II OTHER INFORMATION](index=45&type=section&id=PART%20II%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales [ITEM 1. Legal Proceedings](index=45&type=section&id=ITEM%201.%20Legal%20Proceedings) This section reports on any legal proceedings involving the company - There are no legal proceedings to report[179](index=179&type=chunk) [ITEM 1A. Risk Factors](index=45&type=section&id=ITEM%201A.%20Risk%20Factors) This section refers to the company's risk factors - There have been no material changes to the risk factors previously disclosed in Part I, 'Item 1A. Risk Factors' of the company's 2025 Annual Report on Form 10-K[180](index=180&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on any unregistered sales of equity securities and the use of proceeds - There were no unregistered sales of equity securities or use of proceeds to report[181](index=181&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=45&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) This section reports on any defaults upon senior securities - There were no defaults upon senior securities to report[182](index=182&type=chunk) [ITEM 4. Mine Safety Disclosures](index=45&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section provides mine safety disclosures, if applicable - Mine safety disclosures are not applicable to the company[183](index=183&type=chunk) [ITEM 5. Other Information](index=45&type=section&id=ITEM%205.%20Other%20Information) This section includes other information not covered elsewhere, such as Rule 10b5-1 trading arrangements - No director or officer of the company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended June 30, 2025[184](index=184&type=chunk) [ITEM 6. Exhibits](index=46&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including certifications and XBRL documents - The exhibits include certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as well as Inline XBRL documents[186](index=186&type=chunk) [SIGNATURES](index=47&type=section&id=SIGNATURES) This section contains the official signatures of the company's authorized officers, certifying the accuracy of the report - The report was duly signed on August 12, 2025, by Steven Lisi, President and Chief Executive Officer, and Douglas Larson, Chief Financial Officer[190](index=190&type=chunk)

[Report Overview](index=1&type=section&id=Report%20Overview) Provides essential identification details for Signing Day Sports, Inc., including its incorporation, stock ticker, and emerging growth company status [Registrant Information](index=1&type=section&id=Registrant%20Information) Identifies Signing Day Sports, Inc. as a Delaware corporation, lists its NYSE American ticker SGN, and confirms emerging growth company status - Company Name: **Signing Day Sports, Inc.**[2](index=2&type=chunk) Company Identification Details | Detail | Information | | :--- | :--- | | **State of Incorporation** | Delaware | | **Commission File Number** | 001-41863 | | **IRS Employer ID No.** | 87-2792157 | | **Stock Ticker** | SGN | | **Exchange** | NYSE American LLC | - The registrant is classified as an **Emerging Growth Company**[4](index=4&type=chunk) [Key Events and Disclosures](index=2&type=section&id=Key%20Events%20and%20Disclosures) Details the announcement of Q2 2025 financial results, includes forward-looking statements, and lists associated exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) Details the August 12, 2025 press release announcing Q2 2025 financial results and business update, furnished as Exhibit 99.1 - The company issued a press release on **August 12, 2025**, announcing financial results for the quarter ended **June 30, 2025**, and providing a business update[5](index=5&type=chunk) - The press release is furnished as **Exhibit 99.1** to the report[5](index=5&type=chunk) - Information furnished under this item, including Exhibit 99.1, is not deemed "filed" for Section 18 of the Securities Exchange Act of 1934 liability purposes[6](index=6&type=chunk) [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) Provides a safe harbor statement for forward-looking information in Exhibit 99.1, noting inherent risks and no obligation to update - The press release (Exhibit 99.1) contains forward-looking statements as defined by Section 27A of the Securities Act and Section 21E of the Exchange Act[7](index=7&type=chunk) - These statements are not guarantees of future performance, with actual results potentially differing materially due to risks and uncertainties[7](index=7&type=chunk) - The company does not undertake any obligation to publicly update forward-looking statements, except as required by law[7](index=7&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) Lists exhibits filed with the Form 8-K, primarily Exhibit 99.1, the August 12, 2025 press release Exhibits Filed | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Press Release dated August 12, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=3&type=section&id=Signatures) Confirms the official signing and authorization of the report by the Chief Executive Officer [Authorization](index=3&type=section&id=Authorization) Confirms the report's authorization and signature by Daniel Nelson, Chief Executive Officer, on August 12, 2025 - The report was signed on behalf of the registrant on **August 12, 2025**[11](index=11&type=chunk)[12](index=12&type=chunk) - The signatory is **Daniel Nelson**, serving as the **Chief Executive Officer**[12](index=12&type=chunk)

**FORM 10-Q Filing Information** [**Registrant Information**](index=1&type=section&id=Registrant%20Information) Provides basic identification details of Rapid Micro Biosystems, Inc. as the registrant for the Form 10-Q filing for the quarterly period ended June 30, 2025, including its state of incorporation, principal executive offices, telephone number, and SEC file number, confirming compliance with SEC filing requirements and identifying the company as a non-accelerated filer, smaller reporting company, and emerging growth company - Registrant: Rapid Micro Biosystems, Inc[2](index=2&type=chunk) - Filing Period: Quarterly period ended June 30, 2025[2](index=2&type=chunk) - SEC File Number: 001-40592[2](index=2&type=chunk) Registrant Status | Status | Indication | | :------------------------ | :--------- | | Large accelerated filer | o | | Accelerated filer | o | | Non-accelerated filer | x | | Smaller reporting company | x | | Emerging growth company | x | - Outstanding Shares as of August 8, 2025: Class A common stock: **39,710,799 shares**; Class B common stock: **4,499,529 shares**[6](index=6&type=chunk) **TABLE OF CONTENTS** **FORWARD-LOOKING STATEMENTS** [**Safe Harbor and Identification**](index=3&type=section&id=Safe%20Harbor%20and%20Identification) States that the Quarterly Report on Form 10-Q contains forward-looking statements intended to be covered by safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, identifiable by terms like 'may,' 'will,' 'expects,' and 'plans,' based on current expectations and projections about future events and financial trends - Forward-looking statements are covered by safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act[11](index=11&type=chunk) - Identifiable by terms such as 'may,' 'will,' 'should,' 'expects,' 'plans,' 'anticipates,' 'could,' 'intends,' 'targets,' 'projects,' 'contemplates,' 'believes,' 'estimates,' 'forecasts,' 'predicts,' 'potential' or 'continue' or their negatives[11](index=11&type=chunk) [**Key Forward-Looking Statements and Risks**](index=3&type=section&id=Key%20Forward-Looking%20Statements%20and%20Risks) Forward-looking statements include expectations regarding the Growth Direct platform, future financial results (revenue, gross margin, operating expenses, cash flow), the goal of achieving positive cash flow by end of 2027, impact of new debt facility, funding requirements, customer base expansion, R&D activities, and intellectual property protection, which are subject to known and unknown risks, uncertainties, and important factors, particularly those discussed in the 'Risk Factors' section - Forward-looking statements include business strategy for Growth Direct platform, future results of operations and financial position (revenue, gross margin, operating expenses, positive cash flow), and the goal to achieve positive cash flow by end of 2027[13](index=13&type=chunk) - Also covers expected impact of the recently-announced debt facility, future funding requirements, ability to maintain and expand customer base, effectiveness of sales force, anticipated market trends, R&D activities, and intellectual property protection[13](index=13&type=chunk) - Caution: Actual results, performance, or achievements may differ materially due to known and unknown risks, uncertainties, and other important factors, including those in Part II, Item 1A, 'Risk Factors'[12](index=12&type=chunk) **SUMMARY RISK FACTORS** [**Principal Risks and Uncertainties**](index=4&type=section&id=Principal%20Risks%20and%20Uncertainties) Provides a concise overview of the primary risks and uncertainties affecting the company's business, including significant historical losses and expected future losses, challenges in achieving and maintaining positive cash flow, dependence on the commercial success of the Growth Direct platform, and potential fluctuations in operating results, along with other risks such as the need for additional capital, indebtedness, market competition, new product development complexities, regulatory compliance, inventory management, and intellectual property protection - Incurred significant losses since inception and expects future losses; may not achieve positive cash flow and profitability[16](index=16&type=chunk) - Business relies on the commercial success of the Growth Direct platform, which may not be achieved or maintained[16](index=16&type=chunk) - Operating results have fluctuated and will continue to fluctuate, making future results difficult to predict[16](index=16&type=chunk) - May need to raise additional capital; existing and future indebtedness could adversely affect operations[16](index=16&type=chunk) - Challenges include maintaining market position, expanding customer base, timely new product development, managing inventory, and competing successfully[16](index=16&type=chunk)[21](index=21&type=chunk) - Risks also involve potential product liability lawsuits, loss of key management, manufacturing facility damage, reliance on third-party suppliers, and intellectual property protection issues[21](index=21&type=chunk) **TRADEMARKS** [**Trademark Usage Disclaimer**](index=5&type=section&id=Trademark%20Usage%20Disclaimer) Clarifies that trademarks and trade names in the report are referred to without ® and ™ symbols for convenience, but this should not be interpreted as a waiver of the company's full legal rights to these marks - Trademarks and trade names are used without ® and ™ symbols for convenience[18](index=18&type=chunk) - Such references do not indicate a waiver of the company's full rights under applicable law[18](index=18&type=chunk) **INTERNET POSTING OF INFORMATION** [**Investor Information Access**](index=5&type=section&id=Investor%20Information%20Access) The company routinely posts important investor information in the 'Investors' section of its website, www.rapidmicrobio.com, and encourages investors to consult it regularly, noting that the website content is not incorporated by reference into this Form 10-Q - Important investor information is routinely posted in the 'Investors' section of www.rapidmicrobio.com[20](index=20&type=chunk) - Website content is not incorporated by reference into this Form 10-Q[20](index=20&type=chunk) **Part I — Financial Information** [**Item 1. Financial Statements**](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents the unaudited condensed consolidated financial statements for Rapid Micro Biosystems, Inc., including the balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, financial instruments, and other relevant financial information for the periods ended June 30, 2025, and December 31, 2024 [**Condensed Consolidated Balance Sheets**](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The condensed consolidated balance sheets show a decrease in total assets and stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by a reduction in short-term investments and an increase in accumulated deficit Condensed Consolidated Balance Sheets (Unaudited, In thousands) | Item | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :------------------ | | **Assets** | | | | Cash and cash equivalents | $18,333 | $16,911 | | Short-term investments | $12,922 | $33,821 | | Total current assets | $60,146 | $80,917 | | Total assets | $75,586 | $98,169 | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | $16,403 | $17,565 | | Total liabilities | $21,041 | $22,817 | | Accumulated deficit | $(498,395) | $(475,274) | | Total stockholders' equity | $54,545 | $75,352 | - **Total assets** decreased by **$22,583 thousand** (**23.0%**) from December 31, 2024, to June 30, 2025[23](index=23&type=chunk) - **Total stockholders' equity** decreased by **$20,807 thousand** (**27.6%**) over the same period, largely due to an increased **accumulated deficit**[23](index=23&type=chunk) [**Condensed Consolidated Statements of Operations**](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The condensed consolidated statements of operations show an increase in total revenue for both the three and six months ended June 30, 2025, compared to the prior year, while **net loss** decreased, indicating improved operational efficiency Condensed Consolidated Statements of Operations (Unaudited, 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 | | :----------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product revenue | $4,802 | $4,537 | $8,903 | $8,250 | | Service revenue | $2,460 | $2,081 | $5,564 | $3,979 | | Total revenue | $7,262 | $6,618 | $14,467 | $12,229 | | Total costs and operating expenses | $19,410 | $19,996 | $38,276 | $39,880 | | Loss from operations | $(12,148) | $(13,378) | $(23,809) | $(27,651) | | Net loss | $(11,858) | $(12,578) | $(23,121) | $(25,900) | | Net loss per share

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 _________ Commission file number 0-5703 Siebert Financial Corp. (Exact Name of Registrant as Specified in its Charter) New York 11-1796714 (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 001-40510 Corner Growth Acquisition Corp. 2 (Exact name of registrant as specified in its charter) Cayman Islands 98-15827 ...

PART I – FINANCIAL INFORMATION Presents the unaudited condensed consolidated financial information for Intrusion Inc. for the interim periods [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents Intrusion Inc.'s unaudited condensed consolidated financial statements and detailed notes for interim periods ending June 30, 2025 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Data (in thousands) | Metric (in thousands) | June 30, 2025 (unaudited) | December 31, 2024 | | :-------------------- | :------------------------ | :------------------ | | **Assets** | | | | Total current assets | $10,488 | $5,534 | | Total noncurrent assets | $5,868 | $5,975 | | **TOTAL ASSETS** | **$16,356** | **$11,509** | | **Liabilities** | | | | Total current liabilities | $3,247 | $3,672 | | Total noncurrent liabilities | $1,476 | $1,586 | | **Stockholders' Equity** | | | | Total stockholders' equity | $11,633 | $6,251 | - Total assets increased by approximately **$4.8 million (42.1%)** from December 31, 2024, to June 30, 2025, primarily driven by an increase in current assets, notably short-term investments and contract assets[13](index=13&type=chunk) - Total stockholders' equity significantly increased by approximately **$5.4 million (86.9%)** from December 31, 2024, to June 30, 2025[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Statements of Operations Data (in thousands, except per share) | Metric (in thousands, except per share) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $1,873 | $1,460 | $3,648 | $2,591 | | Cost of revenue | $442 | $350 | $874 | $576 | | Gross profit | $1,431 | $1,110 | $2,774 | $2,015 | | Operating loss | $(2,086) | $(2,033) | $(4,179) | $(4,505) | | Net loss | $(2,042) | $(2,067) | $(4,140) | $(3,783) | | Basic Net loss per share | $(0.10) | $(0.53) | $(0.21) | $(1.31) | | Diluted Net loss per share | $(0.10) | $(0.53) | $(0.21) | $(1.31) | - Revenue increased by **28%** for the three months ended June 30, 2025, and by **41%** for the six months ended June 30, 2025, compared to the same periods in 2024[16](index=16&type=chunk) - Net loss per share (basic and diluted) significantly improved from **$(0.53)** to **$(0.10)** for the three months ended June 30, 2025, and from **$(1.31)** to **$(0.21)** for the six months ended June 30, 2025, primarily due to a higher weighted average common shares outstanding[16](index=16&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Deficit%29) - Total stockholders' equity increased from **$6,251 thousand** at December 31, 2024, to **$11,633 thousand** at June 30, 2025[19](index=19&type=chunk) - Key activities impacting equity in H1 2025 included a registered direct offering (net proceeds of **$7,026 thousand**), issuance of common stock to reduce notes payable (**$537 thousand**), and exchange of Series A preferred stock for common stock[19](index=19&type=chunk) - The accumulated deficit increased from **$(118,007) thousand** at December 31, 2024, to **$(122,147) thousand** at June 30, 2025, reflecting the net losses incurred during the period[19](index=19&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Data (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,250) | $(4,036) | | Net cash used in investing activities | $(5,150) | $(697) | | Net cash provided by financing activities | $8,238 | $6,100 | | Change in cash and cash equivalents | $(162) | $1,367 | - Net cash used in operating activities decreased by **19.5%** in H1 2025 compared to H1 2024, indicating improved operational cash burn[21](index=21&type=chunk) - Net cash used in investing activities significantly increased in H1 2025, primarily due to purchases of U.S. treasury securities (**$3.7 million**) and increased capitalized software development and property/equipment purchases[21](index=21&type=chunk)[105](index=105&type=chunk) - Net cash provided by financing activities increased by **35.0%** in H1 2025, driven by proceeds from a registered direct offering (**$7.0 million**) and stock subscription receivable (**$1.5 million**)[21](index=21&type=chunk)[106](index=106&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Description of Business](index=10&type=section&id=1.%20Description%20of%20Business) - Intrusion Inc. develops, sells, and supports cybersecurity products like TraceCop, Savant, and INTRUSION Shield, which fuse advanced threat intelligence with real-time mitigation to prevent cyberattacks[24](index=24&type=chunk) - The company markets its solutions through value-added resellers, managed service providers, and a direct sales force, serving U.S. federal and state/local government entities, and mid-market to large enterprises[24](index=24&type=chunk) [2. Basis of Presentation](index=10&type=section&id=2.%20Basis%20of%20Presentation) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information and Form 10-Q instructions, and should be read with the 2024 Annual Report on Form 10-K[26](index=26&type=chunk) - A 1-for-20 reverse stock split was effected on March 22, 2024, and all share and per share amounts presented reflect this adjustment[28](index=28&type=chunk) - As of June 30, 2025, the Company held **$3.7 million** in short-term investments, consisting of highly liquid, investment-grade fixed income securities with maturities between 90 days and one year[29](index=29&type=chunk) [3. Right-of-use Asset and Leasing Liabilities](index=11&type=section&id=3.%20Right-of-use%20Asset%20and%20Leasing%20Liabilities) - The Company records ROU assets and related lease liabilities under ASC 842, using an estimated incremental borrowing rate for present value calculations[30](index=30&type=chunk)[31](index=31&type=chunk) Lease Payments (in thousands) | Lease Payments (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 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease payments | $100 | $32 | $200 | $37 | | Finance lease payments | $100 | $200 | $200 | $300 | - Total lease expense for the six months ended June 30, 2025, was **$340 thousand**, down from **$530 thousand** in the prior year, primarily due to reduced amortization and lease expenses[33](index=33&type=chunk) [4. Notes Payable](index=12&type=section&id=4.%20Notes%20Payable) - The Company fully retired the remaining **$0.5 million** Streeterville debt in March 2025 by issuing **552.3 thousand shares** of common stock[40](index=40&type=chunk)[101](index=101&type=chunk) - In March 2024, **$9.3 million** of Streeterville debt was exchanged for Series A preferred stock and **$0.2 million** for common stock, leading to a **$1.0 million** credit to interest expense in H1 2024 due to the reversal of interest accretion and write-off of debt issuance costs[39](index=39&type=chunk)[41](index=41&type=chunk)[95](index=95&type=chunk) - Notes payable to Anthony Scott (CEO) totaling **$1.1 million** were converted into common stock and warrants in April 2024[44](index=44&type=chunk)[75](index=75&type=chunk) [5. Commitments and Contingencies](index=13&type=section&id=5.%20Commitments%20and%20Contingencies) - The Company is involved in routine litigation claims but does not anticipate any material adverse impact on its business[45](index=45&type=chunk)[114](index=114&type=chunk) [6. Stockholders' Equity](index=13&type=section&id=6.%20Stockholders%27%20Equity) - The Company terminated its ATM agreement with B. Riley Securities on June 11, 2025, and entered into a new ATM offering agreement with H.C. Wainwright & Co., LLC to potentially sell up to **$50.0 million** of common stock[46](index=46&type=chunk)[100](index=100&type=chunk) - All Series A preferred stock was exchanged for common stock or redeemed by January 3, 2025, with no shares outstanding as of June 30, 2025[51](index=51&type=chunk) - In January 2025, the Company completed a registered direct offering, selling **653 thousand common shares** and **1,806 thousand prefunded warrants** for aggregate gross proceeds of **$7.5 million**[52](index=52&type=chunk) [7. Stock-Based Compensation](index=14&type=section&id=7.%20Stock-Based%20Compensation) - The Company recognized stock-based compensation expense of **$0.3 million** and **$0.5 million** for the three and six months ended June 30, 2025, respectively, an increase from **$0.1 million** and **$0.2 million** for the same periods in 2024[57](index=57&type=chunk) - During the six months ended June 30, 2025, the Company granted **383.9 thousand restricted stock units (RSUs)**[57](index=57&type=chunk) [8. Revenue Recognition](index=14&type=section&id=8.%20Revenue%20Recognition) - Revenue is recognized upon shipment for products (hardware, software subscriptions, consulting) or monthly over the contract term for INTRUSION Shield SaaS offerings[58](index=58&type=chunk)[61](index=61&type=chunk)[63](index=63&type=chunk) - For the three and six months ended June 30, 2025, U.S. government entities accounted for **95.5%** and **93.6%** of total revenues, respectively, an increase from **89.0%** and **75.7%** in the same periods of 2024[64](index=64&type=chunk) Contract Assets (in thousands) | Contract Assets (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------- | :------------ | :---------------- | | Balance at beginning of period | $8 | $304 | | Additions | $1,646 | $505 | | Reclassification to receivables | $(440) | $(801) | | Balance at end of period | $1,214 | $8 | Contract Liabilities (in thousands) | Contract Liabilities (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Balance at beginning of period | $730 | $439 | | Additions | $3,509 | $3,914 | | Revenue recognized | $(2,264) | $(3,623) | | Balance at end of period | $1,975 | $730 | [9. Capitalized Software Development](index=16&type=section&id=9.%20Capitalized%20Software%20Development) - The Company capitalizes internally developed software costs during the application development stage, amortizing them on a straight-line basis over an estimated useful life of generally three years[71](index=71&type=chunk)[72](index=72&type=chunk) [10. Net Loss Per Share](index=16&type=section&id=10.%20Net%20Loss%20Per%20Share) - Basic and diluted net loss per share are the same due to the Company being in a net loss position[73](index=73&type=chunk) - The aggregate number of common stock equivalents excluded from diluted loss per share was **3.8 million shares** for the three and six months ended June 30, 2025, and **3.1 million** and **1.7 million shares** for the three and six months ended June 30, 2024, respectively[73](index=73&type=chunk) [11. Related Party Transactions](index=17&type=section&id=11.%20Related%20Party%20Transactions) - In H1 2024, the Company engaged in invoice financing arrangements with CEO Anthony Scott, totaling **$1.1 million**, which were later converted into common stock and warrants[74](index=74&type=chunk)[75](index=75&type=chunk) - No related party transactions occurred for the three or six months ended June 30, 2025[77](index=77&type=chunk) [12. Subsequent Events](index=17&type=section&id=12.%20Subsequent%20Events) - There were no subsequent events requiring disclosure[78](index=78&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's discussion and analysis of financial condition and results of operations for the three and six months ended June 30, 2025, highlighting key drivers and outlook [Forward-Looking Statements](index=18&type=section&id=Forward-Looking%20Statements) - The report contains forward-looking statements regarding financial position, business strategies, product marketing, and financing, which involve substantial risks and uncertainties[79](index=79&type=chunk) - Readers are cautioned not to unduly rely on these statements, as actual results may differ due to various risks outlined in the 'Risk Factors' section of this report and the Annual Report on Form 10-K[80](index=80&type=chunk)[81](index=81&type=chunk) [Overview](index=18&type=section&id=Overview) - Intrusion Inc. offers cybersecurity products and services, including INTRUSION TraceCop, Savant, and INTRUSION Shield, leveraging a threat intelligence database of over 8.5 billion IP addresses and domain names[83](index=83&type=chunk) - INTRUSION Shield, launched in 2021, provides a Zero Trust, reputation-based security solution to block malicious connections and protect against Zero-Day and ransomware attacks[83](index=83&type=chunk) [Results of Operations](index=19&type=section&id=Results%20of%20Operations) Results of Operations Summary (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (Amount) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :-------------- | :--------- | | Revenue | $1,873 | $1,460 | $413 | 28% | | Cost of revenue | $442 | $350 | $92 | 26% | | Gross profit | $1,431 | $1,110 | $321 | 29% | | Gross profit percentage | 76.4% | 76.0% | | | | Operating expenses | $3,517 | $3,143 | $374 | 12% | | Operating loss | $(2,086) | $(2,033) | $(53) | 3% | | Net loss | $(2,042) | $(2,067) | $25 | -1% | | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Amount) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :-------------- | :--------- | | Revenue | $3,648 | $2,591 | $1,057 | 41% | | Cost of revenue | $874 | $576 | $298 | 52% | | Gross profit | $2,774 | $2,015 | $759 | 38% | | Gross profit percentage | 76.0% | 77.8% | | | | Operating expenses | $6,953 | $6,520 | $433 | 7% | | Operating loss | $(4,179) | $(4,505) | $326 | -7% | | Net loss | $(4,140) | $(3,783) | $(357) | 9% | - Consulting revenue increased in 2025 due to a Department of Defense contract awarded in late 2024, offsetting the negative impact of federal budget delays in H1 2024[84](index=84&type=chunk) - INTRUSION Shield revenue grew to **$0.5 million** (Q2 2025) and **$0.9 million** (H1 2025), despite losing a major customer (**78%** of Shield revenues) in Q1 2024, with new customers, including a DoD contract, fully offsetting this loss[84](index=84&type=chunk) - Revenue concentration shifted further towards U.S. government entities, comprising **95.5%** and **93.7%** of total revenues for the three and six months ended June 30, 2025, respectively, up from **89.0%** and **75.7%** in 2024[85](index=85&type=chunk) - Operating expenses increased by **$0.3 million** for Q2 2025 (adjusted for one-time savings) due to higher share-based compensation, merit increases, and new hires, partially offset by lower legal fees[89](index=89&type=chunk) - Research and development expenses increased by **$0.3 million** (Q2 2025) and **$0.5 million** (H1 2025) due to increased depreciation from infrastructure hardware and capitalized software, reflecting continued investment in INTRUSION Shield features[92](index=92&type=chunk) - General and administrative expenses decreased primarily due to resolved prior-year litigation matters and one-time negotiated savings in 2024[93](index=93&type=chunk) - Net loss for the six months ended June 30, 2025, increased by **9%** to **$(4.1) million**, primarily due to a **$1.0 million** net interest credit recorded in the 2024 period from debt conversion[97](index=97&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, cash and cash equivalents were **$4.7 million**, a decrease of **$0.2 million** from December 31, 2024, while net working capital increased significantly to **$7.2 million** from **$1.9 million**[98](index=98&type=chunk) - Principal sources of cash in H1 2025 included **$1.5 million** from the SEPA (stock subscription receivable) and **$7.0 million** from a registered direct offering[98](index=98&type=chunk)[106](index=106&type=chunk) - Net cash used in investing activities for H1 2025 was **$5.2 million**, including **$3.7 million** in short-term investments and **$1.4 million** in capitalized software and hardware purchases[105](index=105&type=chunk) [Critical Accounting Policies and Use of Estimates](index=23&type=section&id=Critical%20Accounting%20Policies%20and%20Use%20of%20Estimates) - The Company's financial statements rely on estimates and assumptions, with no significant changes to critical accounting policies and estimates since the 2024 Annual Report on Form 10-K[107](index=107&type=chunk)[108](index=108&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) States that the Company has no material quantitative or qualitative disclosures about market risk to report for the period - No applicable disclosures about market risk are provided in this report[109](index=109&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Details the evaluation of the effectiveness of the Company's disclosure controls and procedures and reports on any changes in internal control over financial reporting - Management concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[111](index=111&type=chunk) - There have been no material changes in internal control over financial reporting during the three months ended June 30, 2025[112](index=112&type=chunk) PART II – OTHER INFORMATION Provides other information including legal proceedings, risk factors, equity sales, and controls and procedures [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) Addresses the Company's involvement in legal proceedings, stating no material pending legal proceedings as of June 30, 2025 - As of June 30, 2025, the Company was not involved in any material pending legal proceedings[114](index=114&type=chunk) - Routine litigation claims are not expected to have a material adverse impact on the Company's business[114](index=114&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Intrusion Inc. refers readers to comprehensive risk factors in its 2024 Annual Report on Form 10-K - Risk factors are omitted from this Form 10-Q as the Company is a smaller reporting company[115](index=115&type=chunk) - Readers should refer to the risk factors disclosed in the 2024 Annual Report on Form 10-K for potential material adverse effects on the business[115](index=115&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Indicates no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities to report for the period - No unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities occurred during the period[116](index=116&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) States that there are no defaults upon senior securities to report - No applicable defaults upon senior securities are reported[117](index=117&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[118](index=118&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) Provides other information, including no material changes to Board nominee procedures or Rule 10b5-1 trading arrangements by directors or officers - No material changes to procedures for security holders to recommend Board nominees have occurred[120](index=120&type=chunk) - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[120](index=120&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) Lists the exhibits filed or furnished with the Quarterly Report on Form 10-Q, including certifications and XBRL documents - Exhibits include certifications from the CEO and CFO (31.1, 31.2, 32.1) and various XBRL documents (101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF, 104)[122](index=122&type=chunk) [Signature Page](index=26&type=section&id=Signature%20Page) Contains the signatures of the Registrant's authorized officers, Anthony Scott (President & CEO) and Kimberly Pinson (CFO), certifying the report - The report is signed by Anthony Scott, President & Chief Executive Officer, and Kimberly Pinson, Chief Financial Officer, on August 12, 2025[126](index=126&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 001-39814 CORNER GROWTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (347) 268-7868 (Issuer's ...

[Pixelworks Second Quarter 2025 Financial Results](index=1&type=section&id=Pixelworks%20Second%20Quarter%202025%20Financial%20Results) Pixelworks reported its second quarter 2025 financial results, demonstrating sequential revenue growth, improved operating performance, and strategic advancements in its Shanghai subsidiary and TrueCut Motion business [Second Quarter and Recent Highlights](index=1&type=section&id=Second%20Quarter%20and%20Recent%20Highlights) Pixelworks reported Q2 financial results within guidance, highlighted by a return to sequential revenue growth and improved operating results due to successful cost reduction measures - Financial results were within guidance, showing sequential revenue growth and significant improvement in operating results due to reduced operating expenses[4](index=4&type=chunk) - Strategic focus remains on the Shanghai subsidiary, pursuing mobile visual processor solutions, ASIC design services, and IP licensing[5](index=5&type=chunk) - The TrueCut Motion business is gaining momentum with new movie titles and a growing ecosystem of content and distribution partners[5](index=5&type=chunk)[8](index=8&type=chunk) - The Pixelworks Shanghai subsidiary was awarded approximately **$1.6 million** in cash subsidies related to its participation in China's "Little Giant" program[8](index=8&type=chunk) - The company is evaluating non-binding term sheets from multiple parties regarding strategic interest in its Pixelworks Shanghai subsidiary[8](index=8&type=chunk) [Second Quarter 2025 Financial Results](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Results) In Q2 2025, Pixelworks generated $8.3 million in revenue, a 16% increase sequentially, driven by seasonal growth in the home and enterprise market, with improved GAAP and non-GAAP net losses Q2 2025 Financial Performance Summary (in millions) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | | :--- | :--- | :--- | :--- | | **Revenue** | $8.3 million | $7.1 million | $8.5 million | | **GAAP Gross Margin** | 45.8% | 48.7% | 50.7% | | **Non-GAAP Gross Margin** | 46.0% | 49.9% | 51.0% | | **GAAP Net Loss** | ($6.7 million) | ($7.8 million) | ($10.1 million) | | **GAAP EPS** | ($1.27) | ($1.54) | ($2.09) | | **Non-GAAP Net Loss** | ($5.3 million) | ($6.5 million) | ($7.7 million) | | **Non-GAAP EPS** | ($1.00) | ($1.30) | ($1.60) | | **Adjusted EBITDA** | ($4.3 million) | ($5.8 million) | ($7.0 million) | - The sequential revenue increase of **16%** was primarily driven by seasonal growth of product shipments in the home and enterprise market[6](index=6&type=chunk)[8](index=8&type=chunk) - A one-for-twelve reverse stock split was executed on June 6, 2025, with all per-share data retroactively adjusted to reflect this change[9](index=9&type=chunk) [Business Outlook and Conference Call](index=3&type=section&id=Business%20Outlook%20and%20Conference%20Call) The company will provide its business outlook and guidance for the third quarter of 2025 during its conference call scheduled for August 12, 2025 - The business outlook and guidance for Q3 2025 will be discussed during the conference call[10](index=10&type=chunk) - A conference call for analysts and investors is scheduled for August 12, 2025, at 2:00 p.m. Pacific Time[11](index=11&type=chunk) [Financial Statements and Reconciliations](index=5&type=section&id=Financial%20Statements%20and%20Reconciliations) This section provides the detailed unaudited financial tables for the second quarter and first six months of 2025, including the Consolidated Statements of Operations, Balance Sheets, and various reconciliations of GAAP to non-GAAP financial measures [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2025, Pixelworks reported revenues of $8.25 million, a gross profit of $3.78 million, and a net loss attributable to the company of $6.71 million Q2 2025 Statement of Operations (in thousands) | Line Item | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | **Revenue, net** | $8,250 | $8,535 | | **Gross profit** | $3,779 | $4,326 | | **Total operating expenses** | $11,080 | $15,068 | | **Loss from operations** | ($7,301) | ($10,742) | | **Net loss attributable to Pixelworks Inc.** | ($6,707) | ($10,149) | | **Net loss per share - basic and diluted** | ($1.27) | ($2.09) | [Condensed Consolidated Balance Sheets](index=10&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, the company held $14.26 million in cash and cash equivalents, down from $23.65 million at the end of 2024, with total assets at $51.80 million and total liabilities at $23.45 million Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $14,255 | $23,647 | | **Total current assets** | $25,575 | $34,852 | | **Total assets** | $51,804 | $64,072 | | **Total current liabilities** | $9,141 | $8,346 | | **Total liabilities** | $23,453 | $24,194 | | **Total Pixelworks, Inc. shareholders' equity (deficit)** | ($22,436) | ($10,568) | [GAAP to Non-GAAP Reconciliations](index=6&type=section&id=GAAP%20to%20Non-GAAP%20Reconciliations) The company provided detailed reconciliations from GAAP to non-GAAP metrics, showing a Q2 2025 non-GAAP net loss of $5.3 million and an Adjusted EBITDA loss of $4.3 million Q2 2025 GAAP to Non-GAAP Net Loss Reconciliation (in thousands) | Description | Amount | | :--- | :--- | | **GAAP net loss attributable to Pixelworks Inc.** | **($6,707)** | | Stock-based compensation | $739 | | Restructuring | $643 | | Tax effect of non-GAAP adjustments | $21 | | **Non-GAAP net loss attributable to Pixelworks Inc.** | **($5,304)** | Q2 2025 Adjusted EBITDA Reconciliation (in thousands) | Description | Amount | | :--- | :--- | | **GAAP net loss attributable to Pixelworks Inc.** | **($6,707)** | | Stock-based compensation | $739 | | Restructuring | $643 | | Depreciation and amortization | $573 | | Interest income and other, net | ($66) | | Non-GAAP provision for income taxes | $470 | | **Adjusted EBITDA** | **($4,327)** | [Notes to Financials](index=4&type=section&id=Notes%20to%20Financials) This section explains the company's use of non-GAAP financial measures and includes the Safe Harbor statement regarding forward-looking information [Non-GAAP Financial Measures](index=4&type=section&id=Non-GAAP%20Financial%20Measures) Pixelworks utilizes non-GAAP financial measures, such as non-GAAP gross profit margin and net loss, to help management and investors assess the performance of its core business - Management uses non-GAAP measures internally to evaluate the business, establish operational goals, and for budgeting and resource allocation[15](index=15&type=chunk) - Non-GAAP measures exclude stock-based compensation expense, restructuring expense, and the tax effect of these adjustments to facilitate period-to-period comparison of core operating results[14](index=14&type=chunk)[15](index=15&type=chunk) [Safe Harbor Statement](index=4&type=section&id=Safe%20Harbor%20Statement) The earnings release contains forward-looking statements concerning potential strategic options for its Shanghai subsidiary, new revenue opportunities, and the adoption of its TrueCut Motion technology - Forward-looking statements relate to potential strategic options for Pixelworks Shanghai, adjacent revenue opportunities, and the adoption of TrueCut Motion technology[17](index=17&type=chunk) - Key risks that could affect financial results include the actual adoption of the TrueCut Motion platform, smartphone market performance, competitive factors, and global economic challenges[17](index=17&type=chunk)