PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, and disclosures on market risk and internal controls [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for Stran & Company, Inc., including balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, fair value measurements, and specific financial line items [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show an increase in total assets and liabilities, with a slight increase in stockholders' equity, reflecting growth in cash, accounts receivable, and inventory, alongside higher current and long-term liabilities Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | Percentage Change | | :----------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------------------ | | Cash and cash equivalents | $13,070 | $9,358 | $3,712 | 39.67% | | Investments | $4,997 | $8,856 | $(3,859) | -43.58% | | Accounts receivable, net | $22,063 | $18,092 | $3,971 | 21.95% | | Total current assets | $50,130 | $45,482 | $4,648 | 10.22% | | Total assets | $61,215 | $55,148 | $6,067 | 10.99% | | Total current liabilities | $26,622 | $22,195 | $4,427 | 19.95% | | Total long-term liabilities | $2,760 | $1,312 | $1,448 | 110.37% | | Total liabilities | $29,382 | $23,507 | $5,875 | 25.00% | | Total stockholders' equity | $31,833 | $31,641 | $192 | 0.61% | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported significant sales growth and a return to net income for both the three and six months ended June 30, 2025, compared to net losses in the prior year, driven by increased gross profit despite higher operating expenses Condensed Consolidated Statements of Operations (3 Months Ended June 30, in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :-------------------- | :--------------------------- | :--------------------------- | :------------- | :------------- | | Total Sales | $32,577 | $16,693 | $15,884 | 95.15% | | Total Cost of Sales | $22,708 | $11,226 | $11,482 | 102.28% | | Gross Profit | $9,869 | $5,467 | $4,402 | 80.52% | | Operating Expenses | $9,474 | $6,575 | $2,899 | 44.09% | | Income (Loss) from Operations | $395 | $(1,108) | $1,503 | 135.65% | | Net Income (Loss) | $643 | $(1,025) | $1,668 | 162.73% | | Basic EPS | $0.03 | $(0.06) | $0.09 | 150.00% | | Diluted EPS | $0.03 | $(0.06) | $0.09 | 150.00% | Condensed Consolidated Statements of Operations (6 Months Ended June 30, in thousands) | Metric (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :-------------------- | :--------------------------- | :--------------------------- | :------------- | :------------- | | Total Sales | $61,271 | $35,520 | $25,751 | 72.49% | | Total Cost of Sales | $42,920 | $24,440 | $18,480 | 75.61% | | Gross Profit | $18,351 | $11,080 | $7,271 | 65.62% | | Operating Expenses | $18,491 | $12,857 | $5,634 | 43.82% | | Income (Loss) from Operations | $(140) | $(1,777) | $1,637 | 92.12% | | Net Income (Loss) | $250 | $(1,516) | $1,766 | 116.50% | | Basic EPS | $0.01 | $(0.08) | $0.09 | 112.50% | | Diluted EPS | $0.01 | $(0.08) | $0.09 | 112.50% | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) The company reported comprehensive income for the three and six months ended June 30, 2025, a significant improvement from comprehensive losses in the prior year, primarily due to positive net income and unrealized gains on investments Condensed Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $643 | $(1,025) | $250 | $(1,516) | | Unrealized gain (loss) on investment, net of tax | $33 | $48 | $48 | $(19) | | Comprehensive income (loss) | $676 | $(977) | $298 | $(1,535) | [Condensed Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity increased slightly from December 31, 2024, to June 30, 2025, primarily due to net income and other comprehensive income, partially offset by stock repurchases and an increase in accumulated deficit in Q1 2025 Condensed Consolidated Statements of Stockholders' Equity (in thousands) | Metric (in thousands) | Balance, January 1, 2025 | Balance, June 30, 2025 | | :-------------------- | :----------------------- | :--------------------- | | Common Stock Value | $2 | $2 | | Additional Paid-in Capital | $38,391 | $38,285 | | Accumulated Other Comprehensive Income (Loss) | $(10) | $38 | | Accumulated Deficit | $(6,742) | $(6,492) | | Total Stockholders' Equity | $31,641 | $31,833 | - The company repurchased **110,293 ordinary shares** for **$146 thousand** during the six months ended June 30, 2025[21](index=21&type=chunk) - Stock-based compensation added **$40 thousand** to additional paid-in capital for the six months ended June 30, 2025[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities decreased significantly, while net cash provided by investing activities increased substantially, primarily due to proceeds from investment sales. Net cash used in financing activities decreased Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change ($) | YoY Change (%) | | :-------------------------------- | :--------------------------- | :--------------------------- | :------------- | :------------- | | Net cash provided by operating activities | $534 | $4,167 | $(3,633) | -87.18% | | Net cash provided by investing activities | $3,705 | $408 | $3,297 | 808.09% | | Net cash used in financing activities | $(527) | $(760) | $233 | -30.66% | | Net increase in cash | $3,712 | $3,815 | $(103) | -2.70% | | Cash and cash equivalents - Ending | $13,070 | $11,874 | $1,196 | 10.07% | - The decrease in operating cash flow was primarily due to an increase in accounts receivable and inventory due to sales growth, partially offset by higher earnings, increased accounts payable, accrued expenses, and rewards program liability[178](index=178&type=chunk) - The increase in investing cash flow was primarily driven by **$4.4 million** in proceeds from the sale of investments in 2025, compared to **$4.6 million** in 2024, and lower purchases of investments[24](index=24&type=chunk)[179](index=179&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on the company's accounting policies, financial instrument valuations, asset and liability breakdowns, acquisition details, revenue recognition, and segment information, offering crucial context to the condensed financial statements [A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=A.%20ORGANIZATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the company's corporate structure, business operations as an outsourced marketing solutions provider, and key accounting principles, including the Gander Group acquisition, revenue recognition, goodwill impairment, and recent accounting pronouncements - Stran & Company, Inc. re-incorporated in Nevada on May 24, 2021, and acquired Gander Group assets in August 2024, treated as a business combination[28](index=28&type=chunk)[29](index=29&type=chunk) - The company operates as an outsourced marketing solutions provider, selling branded products and offering e-commerce, creative, warehousing, and loyalty programs[29](index=29&type=chunk) - For the three and six months ended June 30, 2025, the company had no major customers accounting for more than **10% of revenues**, but one customer accounted for **16.7% of total accounts receivable** as of June 30, 2025[34](index=34&type=chunk) - The company adopted ASU 2024-01 (Compensation – Stock Compensation) on January 1, 2025, with no material impact, and is evaluating ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation) for future impact[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [B. FAIR VALUE MEASUREMENTS](index=20&type=section&id=B.%20FAIR%20VALUE%20MEASUREMENTS) The company's fair value measurements primarily involve Level 1 investments (money market, corporate bonds, mutual funds, US Treasury bills) and Level 3 earn-out liabilities, with no transfers between levels during the quarter Fair Value Measurements (in thousands) | Asset/Liability | Level | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------- | :---- | :--------------------------- | :------------------------------- | | Investments | 1 | $4,997 | $8,856 | | Earn-out liabilities | 3 | $560 | $711 | Investment Fair Value Breakdown (June 30, 2025, in thousands) | Investment Type (June 30, 2025) | Cost (in thousands) | Unrealized Gain (Loss) (in thousands) | Fair Value (in thousands) | | :------------------------------ | :------------------ | :------------------------------------ | :------------------------ | | Money market fund | $1,363 | $— | $1,363 | | Corporate bonds | $2,562 | $7 | $2,569 | | Mutual funds | $267 | $— | $267 | | US Treasury bills | $798 | $— | $798 | | **Total Investments** | **$4,990** | **$7** | **$4,997** | - Earn-out liabilities, associated with acquisitions, decreased from **$711 thousand** at December 31, 2024, to **$560 thousand** at June 30, 2025, after **$151 thousand** in payments[63](index=63&type=chunk)[66](index=66&type=chunk) [C. INVENTORY](index=21&type=section&id=C.%20INVENTORY) Inventory increased from December 31, 2024, to June 30, 2025, primarily driven by an increase in finished goods (branded products) Inventory (in thousands) | Inventory Type (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Finished goods (branded products) | $6,638 | $5,093 | | Goods in process (un-branded products) | $98 | $296 | | **Total Inventory** | **$6,736** | **$5,389** | [D. PROPERTY AND EQUIPMENT, NET](index=21&type=section&id=D.%20PROPERTY%20AND%20EQUIPMENT,%20NET) Net property and equipment slightly decreased, with an increase in gross assets offset by higher accumulated depreciation. Depreciation expense increased for both the three and six months ended June 30, 2025, compared to 2024 Property and Equipment, Net (in thousands) | Asset Category (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :------------ | :---------------- | | Leasehold improvements | $6 | $— | | Office furniture and equipment | $688 | $660 | | Software | $3,142 | $2,967 | | Transportation equipment | $62 | $62 | | **Gross Property and Equipment** | **$3,892** | **$3,695** | | Accumulated depreciation | $(2,274) | $(1,994) | | **Net Property and Equipment** | **$1,618** | **$1,701** | Depreciation Expense (in thousands) | Depreciation Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Depreciation expense | $143 | $126 | $285 | $170 | [E. GOODWILL AND INTANGIBLE ASSETS](index=22&type=section&id=E.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill remained stable at $2,321 thousand, primarily from the Gander Group acquisition. Net intangible assets, mainly customer lists, decreased due to amortization, with future amortization expenses projected Goodwill and Intangible Assets (in thousands) | Asset Category (in thousands) | June 30, 2025 Net Carrying Amount | December 31, 2024 Net Carrying Amount | | :---------------------------- | :-------------------------------- | :------------------------------------ | | Goodwill | $2,321 | $2,321 | | Customer lists, net | $3,934 | $4,170 | | Trade name | $654 | $654 | Amortization Expense (in thousands) | Amortization Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amortization expense | $106 | $85 | $236 | $171 | Estimated Future Amortization Expense (in thousands) | Fiscal Year | Estimated Amortization Expense (in thousands) | | :---------- | :-------------------------------------------- | | Remainder of 2025 | $246 | | 2026 | $488 | | 2027 | $488 | | 2028 | $488 | | 2029 | $488 | | Thereafter | $1,736 | | **Total** | **$3,934** | [F. ACQUISITIONS](index=22&type=section&id=F.%20ACQUISITIONS) The company completed the Gander Group Acquisition in August 2024 for $1,469 thousand, expanding its customer base in the promotional products sector. The acquisition resulted in significant goodwill and customer relationships - On August 23, 2024, Stran Loyalty Solutions acquired substantially all assets of Gander Group to expand its customer base to other industries[72](index=72&type=chunk) Acquisition Consideration (in thousands) | Consideration (in thousands) | Amount | | :--------------------------- | :----- | | Cash payments | $1,099 | | Gander release agreement payments | $370 | | **Total consideration** | **$1,469** | Purchase Price Allocation (in thousands) | Purchase Price Allocation (in thousands) | Amount | | :--------------------------------------- | :----- | | Accounts receivable | $1,717 | | Prepaid expenses and other assets | $946 | | Inventory | $939 | | Customer relationships | $1,458 | | Goodwill | $2,542 | | Trade name | $654 | | Other long-term assets | $58 | | Accounts payable and accrued expenses | $(4,698) | | Customer deposits | $(2,147) | | **Total consideration** | **$1,469** | [G. ACCOUNTS PAYABLE AND ACCRUED EXPENSES](index=24&type=section&id=G.%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Accounts payable and accrued expenses increased from December 31, 2024, to June 30, 2025, primarily due to higher inventory purchases Accounts Payable and Accrued Expenses (in thousands) | Category (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Inventory purchases | $7,514 | $6,363 | | Accrued expenses | $1,999 | $2,556 | | **Total** | **$9,513** | **$8,919** | [H. REWARD CARD PROGRAM LIABILITY](index=24&type=section&id=H.%20REWARD%20CARD%20PROGRAM%20LIABILITY) The company's reward card program liability increased significantly from December 31, 2024, to June 30, 2025, reflecting higher customer deposits Rewards Program Liability (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Rewards program liability | $9,000 | $6,000 | [I. INSTALLMENT PAYMENT LIABILITIES](index=24&type=section&id=I.%20INSTALLMENT%20PAYMENT%20LIABILITIES) Installment payment liabilities decreased from December 31, 2024, to June 30, 2025, due to payments made, partially offset by interest accretion Installment Payment Liabilities (in thousands) | Metric (in thousands) | Amount | | :-------------------- | :----- | | Balance as of December 31, 2024 | $790 | | Interest accretion | $23 | | Payments made | $(230) | | Balance as of June 30, 2025 | $583 | | Current portion | $158 | | Long-term portion | $425 | [J. REVENUE](index=25&type=section&id=J.%20REVENUE) Revenue significantly increased across most product categories for both the three and six months ended June 30, 2025, with the Casino continuity program being a new and substantial contributor. Unearned revenue also increased Revenue by Category (in thousands) | Revenue Category (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Promotional products - dropshipping | $11,953 | $8,128 | $21,138 | $16,538 | | Promotional products – bulk dropshipping | $3,584 | $3,123 | $9,915 | $8,889 | | Promotional products – Company owned inventory | $4,296 | $3,605 | $7,190 | $6,204 | | Casino continuity program | $10,197 | $— | $17,565 | $— | | Promotional products – third-party distributor | $2,102 | $1,402 | $4,697 | $3,076 | | Rewards program | $365 | $254 | $590 | $540 | | Additional services | $80 | $181 | $176 | $273 | | **Total Sales** | **$32,577** | **$16,693** | **$61,271** | **$35,520** | Unearned Revenue (in thousands) | Unearned Revenue (in thousands) | June 30, 2025 | June 30, 2024 | | :------------------------------ | :------------ | :------------ | | Balance at January 1, | $4,423 | $1,116 | | Revenue recognized | $(4,920) | $(1,042) | | Amounts collected or invoiced | $5,314 | $780 | | **Unearned revenue (end of period)** | **$4,817** | **$854** | [K. COMMITMENTS AND CONTINGENCIES](index=25&type=section&id=K.%20COMMITMENTS%20AND%20CONTINGENCIES) The company is not involved in any material legal proceedings. It has several operating lease agreements for office and warehouse spaces, with new leases commencing in 2025, leading to increased operating lease expenses and future payment obligations - The company is not currently involved in any legal proceedings expected to have a material adverse effect on its financial position or results of operations[85](index=85&type=chunk) - New operating leases commenced in January and June 2025 for office spaces in Irvine, CA, and North Quincy, MA, respectively, contributing to an increase in right-of-use assets and lease liabilities[91](index=91&type=chunk)[92](index=92&type=chunk) Operating Lease Expenses (in thousands) | Operating Lease Expenses (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease expenses | $194 | $154 | $395 | $326 | Operating Lease Maturities (in thousands) | Operating Lease Maturities (in thousands) | Amount | | :---------------------------------------- | :----- | | Remainder of 2025 | $375 | | 2026 | $702 | | 2027 | $679 | | 2028 | $335 | | 2029 | $276 | | Thereafter | $693 | | **Total future non-cancelable minimum lease payments** | **$3,060** | [L. STOCKHOLDERS' EQUITY](index=28&type=section&id=L.%20STOCKHOLDERS%27%20EQUITY) The company has 300 million authorized common shares, with 18.5 million outstanding as of June 30, 2025. It has significant outstanding warrants from its IPO and PIPE offerings and actively repurchased shares under its authorized program during Q2 2025 - As of June 30, 2025, **18,546,461 common shares** were issued and outstanding[95](index=95&type=chunk) - The company has **10,074,195 warrants outstanding** as of June 30, 2025, with a weighted-average exercise price of **$4.91** and a remaining life of **2.5 years**[98](index=98&type=chunk) Stock Repurchase Program (2025) | Period (2025) | Total Shares Purchased | Average Price Paid Per Share | Maximum Dollar Value of Shares that May Yet be Purchased (in thousands) | | :------------ | :--------------------- | :--------------------------- | :-------------------------------------------------------------------- | | April 1 - April 30 | — | $— | $6,617 | | May 1 - May 31 | 30,949 | $1.21 | $6,576 | | June 1 - June 30 | 79,344 | $1.37 | $6,472 | [M. STOCK-BASED COMPENSATION](index=29&type=section&id=M.%20STOCK-BASED%20COMPENSATION) Stock-based compensation expense increased for the three months ended June 30, 2025, but decreased for the six-month period, primarily due to changes in restricted stock awards. The 2021 Plan has 983,905 shares available for issuance - As of June 30, 2025, **983,905 shares** of common stock are available for issuance under the 2021 Equity Incentive Plan[103](index=103&type=chunk) Stock-based Compensation Expense (in thousands) | Compensation Type (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Stock options | $2 | $17 | $10 | $17 | | Restricted stock | $29 | $3 | $30 | $153 | | **Total Stock-based compensation** | **$31** | **$20** | **$40** | **$170** | Stock Option Activity (6 Months Ended June 30, 2025) | Stock Option Activity (6 Months Ended June 30, 2025) | Shares | Weighted Average Exercise Price | | :----------------------------------- | :---------- | :------------------------------ | | Outstanding at December 31, 2024 | 1,376,333 | $4.03 | | Granted | 45,000 | $1.34 | | Forfeited or expired and other adjustments | (17,167) | $3.72 | | **Outstanding at June 30, 2025** | **1,404,166** | **$3.91** | | Vested and exercisable at June 30, 2025 | 1,261,167 | $4.02 | [N. INCOME (LOSS) PER SHARE](index=30&type=section&id=N.%20INCOME%20%28LOSS%29%20PER%20SHARE) Basic and diluted net income per share were positive for the three and six months ended June 30, 2025, a reversal from losses in the prior year. Dilutive securities, primarily stock options, were included in the 2025 calculation, while all potentially dilutive securities were anti-dilutive in 2024 due to net losses Income (Loss) Per Share (in thousands, except per share data) | Metric | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :---------------------------------------------------------------- | :--------------------------- | :--------------------------- | | Net income (in thousands) | $643 | $250 | | Weighted average number of shares of common stock outstanding (Basic) | 18,592,339 | 18,600,373 | | Basic net income per common share | $0.03 | $0.01 | | Weighted average number of shares of common stock outstanding (Diluted) | 18,596,826 | 18,603,432 | | Diluted net income per common share | $0.03 | $0.01 | - For the three and six months ended June 30, 2024, all warrants and stock options were excluded from diluted EPS calculation as their effect was anti-dilutive due to net losses[111](index=111&type=chunk) Potentially Dilutive Securities (Shares) | Potentially Dilutive Securities (Shares) | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 & 6 Months Ended June 30, 2024 | | :--------------------------------------- | :--------------------------- | :--------------------------- | :------------------------------- | | Warrants | 10,074,195 | 10,074,195 | 10,074,195 | | Stock options | 1,256,680 | 1,258,108 | 1,379,167 | | **Total** | **11,330,875** | **11,332,303** | **11,453,362** | [O. SEGMENTS](index=31&type=section&id=O.%20SEGMENTS) The company operates in two reportable segments: Stran (outsourced marketing solutions) and SLS (casino, gaming, and entertainment industries, primarily from the Gander Group acquisition). SLS significantly contributed to sales and gross profit in 2025, while Stran maintained consistent operations - The Stran segment focuses on outsourced marketing solutions and promotional products for various industries[114](index=114&type=chunk) - The SLS segment, formed after the August 2024 Gander Group acquisition, specializes in promotional products for the casino, gaming, and entertainment industries[116](index=116&type=chunk)[122](index=122&type=chunk) Segment Financials (Q2, in thousands) | Segment Financials (in thousands) | Stran (Q2 2025) | SLS (Q2 2025) | Total (Q2 2025) | Stran (Q2 2024) | SLS (Q2 2024) | Total (Q2 2024) | | :-------------------------------- | :-------------- | :------------ | :-------------- | :-------------- | :------------ | :-------------- | | Sales | $21,765 | $10,812 | $32,577 | $16,693 | $— | $16,693 | | Gross profit | $7,594 | $2,275 | $9,869 | $5,467 | $— | $5,467 | | Operating income (loss) | $166 | $229 | $395 | $(1,108) | $— | $(1,108) | Segment Financials (YTD, in thousands) | Segment Financials (in thousands) | Stran (YTD 2025) | SLS (YTD 2025) | Total (YTD 2025) | Stran (YTD 2024) | SLS (YTD 2024) | Total (YTD 2024) | | :-------------------------------- | :--------------- | :------------- | :--------------- | :--------------- | :------------- | :--------------- | | Sales | $42,700 | $18,571 | $61,271 | $35,520 | $— | $35,520 | | Gross profit | $14,385 | $3,966 | $18,351 | $11,080 | $— | $11,080 | | Operating income (loss) | $93 | $(233) | $(140) | $(1,777) | $— | $(1,777) | [P. CREDIT LOSSES](index=34&type=section&id=P.%20CREDIT%20LOSSES) The company's allowance for credit losses increased significantly for the six months ended June 30, 2025, reflecting changes in expected credit losses - The company assesses creditworthiness through credit reviews, financial statement analysis, and considers economic conditions to determine the allowance for credit losses[124](index=124&type=chunk) Allowance for Credit Losses (in thousands) | Allowance for Credit Losses (in thousands) | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | Balance, beginning of period | $(791) | $(317) | | Current period change | $238 | $167 | | Current period change for expected credit losses | $(598) | $(288) | | **Balance, end of period** | **$(1,151)** | **$(438)** | [Q. RELATED PARTY TRANSACTIONS](index=34&type=section&id=Q.%20RELATED%20PARTY%20TRANSACTIONS) The company has an outstanding accounts receivable balance from Innovative Genetics, a related party, and made payments to Engage & Excel Enterprises Inc. for consulting services Related Party Transactions (in thousands) | Related Party | Relationship | Nature | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------- | :----------- | :----- | :--------------------------- | :------------------------------- | | Innovative Genetics, Inc. | Former board member's company | License for logos/trademarks on products | $402 | $573 | - The company paid Engage & Excel Enterprises Inc., a company led by a board member, approximately **$5 thousand** for consulting services as of June 30, 2025, down from **$26 thousand** as of December 31, 2024[128](index=128&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=35&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 performance, condition, and future outlook, highlighting significant increases in sales and gross profit, a return to net income, and the impact of the Gander Group acquisition. It also discusses liquidity, capital resources, and critical accounting estimates [Use of Terms](index=35&type=section&id=Use%20of%20Terms) This section defines key terms used throughout the report, clarifying references to 'we,' 'us,' 'our,' 'Company,' 'Stran,' 'Stran Loyalty Solutions,' and 'Gander Group Louisiana' to ensure consistent understanding - References to 'we,' 'us,' 'our,' and the 'Company' refer to Stran & Company, Inc. and its consolidated subsidiaries[130](index=130&type=chunk) - 'Stran Loyalty Solutions' or 'SLS' refers to Stran Loyalty Solutions, LLC, a wholly-owned subsidiary[130](index=130&type=chunk) - 'Gander Group Louisiana' refers to Gander Group Louisiana, LLC, a wholly-owned subsidiary of Stran Loyalty Solutions[130](index=130&type=chunk) [Special Note Regarding Forward-Looking Statements](index=35&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions readers that the report contains forward-looking statements based on management's beliefs and assumptions, which involve known and unknown risks and uncertainties that could cause actual results to differ materially. It lists various factors that could impact future performance, including trade matters and competition - The report contains forward-looking statements about future events, financial performance, and business development, which are subject to known and unknown risks and uncertainties[131](index=131&type=chunk)[132](index=132&type=chunk) - Factors that may cause actual results to differ include evolving trade matters (e.g., tariffs on Chinese imports), competition, and the ability to acquire/retain customers[134](index=134&type=chunk)[141](index=141&type=chunk) - The company has historically imported many goods from China, and tariffs have led to price increases and efforts to shift suppliers, but cost-effective mitigation is limited due to market conditions and tariff uncertainties[141](index=141&type=chunk) [Overview](index=37&type=section&id=Overview) Stran & Company, Inc. is an outsourced marketing solutions provider specializing in branded products and comprehensive services. The company experienced significant sales growth in Q2 and YTD 2025, largely due to the Gander Group acquisition and increased client spending, while navigating challenges from evolving trade tariffs - The company is an outsourced marketing solutions provider, offering branded products, e-commerce solutions, creative services, warehousing, and loyalty programs[137](index=137&type=chunk)[138](index=138&type=chunk) - Program clients accounted for **80.2% of total revenue** for the three months and **81.8%** for the six months ended June 30, 2025, indicating a focus on longer-lasting relationships[140](index=140&type=chunk) Total Sales and YoY Growth (in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Sales | $32.6 million | $16.7 million | $61.3 million | $35.5 million | | YoY Growth | 95.2% | - | 72.5% | - | - Sales growth was attributed to higher spending from existing clients, new customers, and the acquisition of Gander Group assets in August 2024[142](index=142&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=38&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) The company qualifies as an 'emerging growth company' and 'smaller reporting company,' allowing it to rely on exemptions from certain disclosure requirements, including auditor attestation, scaled executive compensation disclosures, and delayed adoption of new accounting standards - As an emerging growth company, the company is exempt from auditor reports on internal control, presenting three years of audited financial statements (can present two), and certain executive compensation disclosures[144](index=144&type=chunk)[147](index=147&type=chunk) - The company has elected to use the extended transition period for complying with new or revised financial accounting standards, potentially making its financial statements not comparable to other companies[144](index=144&type=chunk) - The company will remain an emerging growth company until the earliest of five years post-IPO, **$1.07 billion** in annual gross revenues, becoming a large accelerated filer, or issuing over **$1.0 billion** in non-convertible debt[145](index=145&type=chunk) [Principal Factors Affecting Our Financial Performance](index=38&type=section&id=Principal%20Factors%20Affecting%20Our%20Financial%20Performance) The company's financial performance is primarily influenced by its ability to acquire and retain customers, competitive pricing, product offerings, industry demand, competition, technology leverage, employee talent, and successful acquisitions and integrations - Key factors include the ability to acquire and retain customers, offer competitive product pricing, and broaden product offerings[148](index=148&type=chunk) - Industry demand, competition, leveraging technology, attracting and retaining talented employees, and successful acquisitions are also critical[148](index=148&type=chunk)[152](index=152&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) The company achieved substantial sales growth and a return to net income for both the three and six months ended June 30, 2025, compared to the prior year, primarily driven by the Gander Group acquisition and increased activity in the Stran segment. Gross profit increased, though gross profit margin slightly decreased due to the lower margin profile of the acquired business [Comparison of Three Months Ended June 30, 2025 and 2024](index=40&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Total sales increased by 95.2% to $32.6 million, driven by the Gander Group acquisition (SLS segment) and higher spending from existing Stran clients. Gross profit increased by 80.5% to $9.9 million, but the gross profit margin decreased to 30.3% due to the lower margin of the SLS segment. The company achieved a net income of $0.6 million, a significant improvement from a net loss of $(1.0) million in the prior year Sales by Segment (3 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Sales | $32,577 | $16,693 | $15,884 | 95.2% | | Stran Sales | $21,765 | $16,693 | $5,072 | 30.4% | | SLS Sales | $10,812 | $— | $10,812 | 100.0% | Cost of Sales and Gross Profit (3 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Cost of Sales | $22,708 | $11,226 | $11,482 | 102.3% | | Total Gross Profit | $9,869 | $5,467 | $4,402 | 80.5% | | Total Gross Profit Margin | 30.3% | 32.8% | -2.5 pp | -7.6% | | Stran Gross Profit Margin | 34.9% | 32.8% | +2.1 pp | 6.4% | | SLS Gross Profit Margin | 21.0% | — | - | - | Operating Expenses and Net Income (3 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Operating Expenses | $9,474 | $6,575 | $2,899 | 44.1% | | Total Operating Expenses (% of sales) | 29.1% | 39.4% | -10.3 pp | -26.1% | | Net Income (Loss) | $643 | $(1,025) | $1,668 | 162.7% | [Comparison of Six Months Ended June 30, 2025 and 2024](index=44&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Total sales increased by 72.5% to $61.3 million, primarily due to the Gander Group acquisition (SLS segment) and increased client activity in the Stran segment. Gross profit increased by 65.6% to $18.4 million, with the overall gross profit margin decreasing to 30.0% due to the lower margin profile of the SLS segment. The company reported a net income of $0.3 million, a significant improvement from a net loss of $(1.5) million in the prior year Sales by Segment (6 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Sales | $61,271 | $35,520 | $25,751 | 72.5% | | Stran Sales | $42,700 | $35,520 | $7,180 | 20.2% | | SLS Sales | $18,571 | $— | $18,571 | 100.0% | Cost of Sales and Gross Profit (6 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Cost of Sales | $42,920 | $24,440 | $18,480 | 75.6% | | Total Gross Profit | $18,351 | $11,080 | $7,271 | 65.6% | | Total Gross Profit Margin | 30.0% | 31.2% | -1.2 pp | -3.8% | | Stran Gross Profit Margin | 33.7% | 31.2% | +2.5 pp | 8.0% | | SLS Gross Profit Margin | 21.4% | — | - | - | Operating Expenses and Net Income (6 Months Ended June 30, in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total Operating Expenses | $18,491 | $12,857 | $5,634 | 43.8% | | Total Operating Expenses (% of sales) | 30.2% | 36.2% | -6.0 pp | -16.6% | | Net Income (Loss) | $250 | $(1,516) | $1,766 | 116.5% | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash and cash equivalents increased to $13.1 million, with operations primarily financed through prior equity offerings and current operations. While current cash levels are deemed sufficient for the next 12 months, the company may seek additional financing for future growth or acquisitions. The revolving line of credit with Salem Five Cents was terminated in 2024, and a factoring arrangement for Stran Loyalty Solutions was terminated in February 2025 Cash and Investments (in thousands) | Metric (in thousands) | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Cash and cash equivalents | $13,070 | $11,874 | | Investments | $4,997 | $8,856 | - The company believes current cash levels are sufficient for anticipated needs for the next 12 months and long-term, but may require additional financing for expansion or acquisitions[176](index=176&type=chunk) - The **$7.0 million** Revolving Demand Line of Credit with Salem Five Cents was terminated in September 2024 due to a policy conflict regarding a factoring arrangement for Stran Loyalty Solutions, which itself was terminated in February 2025[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) [Contractual Obligations](index=51&type=section&id=Contractual%20Obligations) The company has significant future minimum lease payments for property leases, totaling $3.06 million, with new leases commencing in 2025. It also manages reward card programs with associated liabilities - New seven-year lease for office space in North Quincy, MA, commenced June 1, 2025, and a 36-month lease for office space in Irvine, CA, commenced January 1, 2025[201](index=201&type=chunk)[202](index=202&type=chunk) Total Future Non-Cancelable Minimum Lease Payments (in thousands) | Fiscal Year | Total Future Non-Cancelable Minimum Lease Payments (in thousands) | | :---------- | :---------------------------------------------------------------- | | Remainder of 2025 | $375 | | 2026 | $702 | | 2027 | $679 | | 2028 | $335 | | 2029 | $276 | | Thereafter | $693 | | **Total** | **$3,060** | - The company manages reward card programs for clients, with net deposits totaling approximately **$0.4 million** as of June 30, 2025[204](index=204&type=chunk) [Critical Accounting Estimates](index=51&type=section&id=Critical%20Accounting%20Estimates) The company's critical accounting estimates involve the valuation of goodwill and intangible assets, which require significant judgment and assumptions about future financial performance, market conditions, and discount rates. Impairment reviews are conducted annually or when circumstances indicate potential impairment - The valuation of goodwill and intangible assets is considered a critical accounting policy due to the significant estimates and assumptions involved[206](index=206&type=chunk)[207](index=207&type=chunk) - Goodwill impairment tests involve qualitative assessments and quantitative testing using income and market approaches, requiring assumptions about future revenue growth, operating expenses, and discount rates[207](index=207&type=chunk)[208](index=208&type=chunk) - Impairment of long-lived assets is assessed when events or changes in circumstances indicate that carrying values may not be recoverable, involving assumptions about future business prospects and cash flows[209](index=209&type=chunk) [Recent Accounting Pronouncements](index=53&type=section&id=Recent%20Accounting%20Pronouncements) For a discussion of recently adopted and not yet adopted accounting pronouncements, refer to Note A.19 to the unaudited condensed consolidated financial statements - Refer to Note A.19 for details on recently adopted and not yet adopted accounting pronouncements[210](index=210&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=53&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - The company has no quantitative and qualitative disclosures about market risk to report[211](index=211&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=53&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses in internal control over financial reporting, particularly concerning complex accounting transactions, income tax provision, accounts receivable, unearned revenue, freight charges, inventory, cost of sales, related party transactions, and IT general controls. Remediation efforts are ongoing [Evaluation of Disclosure Controls and Procedures](index=53&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting, including issues with complex accounting transactions, income tax provision, accounts receivable, unearned revenue, freight charges, inventory, cost of sales, related party transactions, and IT general controls - Disclosure controls and procedures were deemed not effective as of June 30, 2025[212](index=212&type=chunk) - Material weaknesses were identified in internal controls related to the proper design and implementation of control over formal review, approval, and evaluation of complex accounting transactions associated with business combinations[212](index=212&type=chunk) - Additional material weaknesses included deficiencies in management's formal review process for accounts and reconciliations, income tax provision review, controls over accounts receivable, unearned revenue, freight charges, inventory, cost of sales, related party transactions, and certain information technology general controls[216](index=216&type=chunk) [Changes in Internal Control Over Financial Reporting](index=54&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Remediation actions for identified material weaknesses are ongoing, including utilizing external consultants for technical accounting, expanding and improving review processes, hiring additional accounting staff, and implementing enhancements related to the NetSuite ERP system. These weaknesses will not be considered fully remediated until controls operate effectively for a sufficient period - Remediation actions include utilizing external consultants for non-routine/technical accounting issues and expanding the review process for complex accounting transactions by enhancing access to literature, engaging third-party professionals, and hiring additional staff[216](index=216&type=chunk) - Management is performing an evaluation of processes and procedures, internal control design gaps, and recommending enhancements, including implementing improvements related to the January 2025 launch of the NetSuite ERP system[216](index=216&type=chunk) - The material weaknesses will not be considered fully remediated until additional controls and procedures have operated effectively for a sufficient period and management concludes their effectiveness through testing[213](index=213&type=chunk) [Inherent Limitation on the Effectiveness of Internal Control](index=54&type=section&id=Inherent%20Limitation%20on%20the%20Effectiveness%20of%20Internal%20Control) The effectiveness of any internal control system is subject to inherent limitations, including judgment in design and operation, and the inability to completely eliminate misconduct. Therefore, internal controls can only provide reasonable, not absolute, assurance, and their effectiveness may deteriorate over time due to changing conditions or compliance issues - Internal control systems are subject to inherent limitations, including the exercise of judgment and the inability to eliminate misconduct completely, providing only reasonable assurance[215](index=215&type=chunk) - Projections of effectiveness to future periods are subject to risks that controls may become inadequate due to changing conditions or deteriorating compliance[215](index=215&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, and other required disclosures and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=55&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or operating results - The company is not currently aware of any legal proceedings or claims that are believed to have a material adverse effect on its business, financial condition, or operating results[218](index=218&type=chunk) [ITEM 1A. RISK FACTORS](index=55&type=section&id=ITEM%201A.%20RISK%20FACTORS) There are no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes from the risk factors previously disclosed in Item 1A of the Annual Report on Form 10-K for the year ending December 31, 2024[219](index=219&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=55&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company did not engage in any unregistered sales of equity securities during the reporting period. It continued its stock repurchase program, repurchasing shares in May and June 2025 under Rule 10b-18 and Rule 10b5-1 plans - No unregistered sales of equity securities occurred during the period covered by this report[220](index=220&type=chunk) Stock Repurchase Program (2025) | Period (2025) | Total Number of Shares Purchased | Average Price Paid Per Share | Maximum Approximate Dollar Value of Shares that May Yet be Purchased | | :------------ | :------------------------------- | :--------------------------- | :----------------------------------------------------------------- | | April 1 - April 30 | — | $— | $6,617,594 | | May 1 - May 31 | 30,949 | $1.21 | $6,575,864 | | June 1 - June 30 | 79,344 | $1.37 | $6,471,760 | - The company adopted broker repurchase instructions pursuant to Rule 10b-18 and Rule 10b5-1 on May 15, 2025, and June 30, 2025, respectively, under its authorized stock repurchase program[222](index=222&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=55&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred[223](index=223&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=55&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[224](index=224&type=chunk) [ITEM 5. OTHER INFORMATION](index=57&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company has no information to disclose that was required but not reported in a Current Report on Form 8-K. There have been no material changes to director nomination procedures, and no directors or officers adopted or terminated Rule 10b5-1 trading plans during the quarter - No information required to be disclosed in a Current Report on Form 8-K was left unreported[226](index=226&type=chunk) - No material changes to the procedures for security holders to recommend director nominees[226](index=226&type=chunk) - No directors or officers adopted or terminated a Rule 10b5-1 trading plan or arrangement during the fiscal quarter ended June 30, 2025[227](index=227&type=chunk) [ITEM 6. EXHIBITS](index=57&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including articles of incorporation, bylaws, director separation agreements, certifications, and XBRL-related documents - Exhibits include Articles of Incorporation, Amended and Restated Bylaws, Director Separation and Indemnification Agreements, Certifications of Principal Executive and Financial Officers (Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[228](index=228&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39914 Affinity Bancshares, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 82-1147778 (State or Other Jurisdiction of Incorporatio ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38266 SPERO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 46-4590683 (State or other jurisd ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the transition period from to Commission File Number: 001-41844 Central Plains Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter) 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 | | Trading | | | --- | --- | ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited financial statements for June 30, 2025, show a **$7.2 million stockholders' deficit** and a **$14.1 million net loss**, primarily due to increased warrant liabilities, raising significant going concern doubts with **$7.6 million cash** on hand [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets rose to **$21.6 million**, but total liabilities surged to **$28.8 million** due to a **$20.6 million warrant liability**, resulting in a **$7.2 million stockholders' deficit** from a prior $6.0 million equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $7,557 | $4,278 | | Total current assets | $9,076 | $5,194 | | Total assets | $21,593 | $16,925 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $7,913 | $5,359 | | Warrant liability | $20,553 | $5,229 | | Total liabilities | $28,758 | $10,946 | | Total stockholders' equity (deficit) | $(7,165) | $5,979 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported **no revenue** and a widened **net loss of $14.1 million** for the six months ended June 30, 2025, primarily due to an **$18.2 million loss on warrant issuances**, despite a partially offsetting **$18.7 million gain** from fair value changes and decreased R&D expenses Statement of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $0 | $0 | $0 | $0 | | Research and development | $3,600 | $4,090 | $7,036 | $8,342 | | General and administrative | $2,091 | $2,064 | $4,568 | $4,457 | | Loss from operations | $(5,720) | $(6,185) | $(11,663) | $(12,862) | | Gain from change in fair value of warrant liability | $9,609 | $1,696 | $18,663 | $3,151 | | Loss on issuance of warrant liabilities | $(10,352) | $0 | $(18,150) | $0 | | Net loss | $(7,640) | $(4,319) | $(14,076) | $(9,289) | | Net loss per share - basic and diluted | $(0.49) | $(1.70) | $(1.13) | $(3.71) | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, **net cash used in operations decreased to $10.1 million**, while **financing activities provided $13.4 million**, leading to a **$3.3 million net increase in cash**, with the period ending at **$7.6 million** Cash Flow Summary (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(10,146) | $(12,666) | | Net cash used in investing activities | $0 | $(13) | | Net cash provided by (used in) financing activities | $13,422 | $(25) | | Net increase (decrease) in cash and cash equivalents | $3,279 | $(12,705) | | Cash and cash equivalents, end of period | $7,557 | $10,845 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's late-stage pharmaceutical focus on Annamycin's Phase 3 trial, disclose **Nasdaq non-compliance** and a **going concern issue** due to insufficient cash, and highlight the significant impact of **2025 public offerings and warrant issuances** on financials - The company is a late-stage pharmaceutical development company conducting a pivotal Phase 3 trial for Annamycin for the treatment of relapsed/refractory (R/R) acute myeloid leukemia (AML)[19](index=19&type=chunk) - The company received notifications from Nasdaq for non-compliance with the minimum stockholders' equity rule (**$2.5 million**) on May 23, 2025, and the minimum bid price rule (**$1.00**) on June 27, 2025[23](index=23&type=chunk)[24](index=24&type=chunk) - Management has substantial doubt about the company's ability to continue as a going concern, as its cash on hand of **$7.6 million** as of June 30, 2025, is not sufficient to fund planned operations for at least one year[33](index=33&type=chunk) - In June 2025, the company closed a public offering raising gross proceeds of **$5.9 million**, with the full proceeds recorded as warrant liabilities, resulting in a **$10.4 million loss on issuance**[53](index=53&type=chunk)[54](index=54&type=chunk) - In February 2025, the company raised total gross proceeds of **$9.3 million** through two transactions: a securities purchase agreement and a warrant exercise inducement offer[56](index=56&type=chunk)[57](index=57&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion highlights the pivotal Phase 3 MIRACLE trial for Annamycin, with interim data expected by year-end 2025, alongside a **Q2 2025 net loss of $7.6 million** and critical liquidity concerns requiring **$10 million in additional financing** to extend operations into Q1 2026 [Our Business and Recent Developments](index=22&type=section&id=Our%20Business%20and%20Recent%20Developments) The company, a late-stage pharmaceutical firm, is focused on its pivotal Phase 3 MIRACLE trial for Annamycin in R/R AML, with interim data expected by year-end 2025, supported by trial expansion, EMA approval, positive FDA feedback, and new patent grants - The company is conducting a pivotal Phase 3 trial (MIRACLE) for Annamycin in R/R AML, with an interim data unblinding expected by the end of 2025[88](index=88&type=chunk) - As of July 25, 2025, over **35 sites** have been selected for the MIRACLE trial, with four actively recruiting and **eight subjects treated**[102](index=102&type=chunk) - The European Medicines Agency (EMA) approved the MIRACLE trial application for all **nine submitted EU countries** in May 2025[107](index=107&type=chunk) - The FDA has agreed to a single pediatric approval study for Annamycin in combination with Cytarabine for pediatric patients with R/R AML[109](index=109&type=chunk) - The company received a Notice of Intent to Grant for a European patent and was granted two additional U.S. patents for Annamycin, with terms extending until **2040**[117](index=117&type=chunk)[121](index=121&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) For Q2 2025, R&D expenses decreased to **$3.6 million**, while a **$9.6 million non-cash gain** from warrant fair value changes was offset by a **$10.4 million loss on warrant issuance**, contributing to a widened net loss for the six-month period Comparison of Operating Expenses (in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $3,600 | $4,090 | $7,036 | $8,342 | | General and administrative | $2,091 | $2,064 | $4,568 | $4,457 | - The decrease in R&D expense for both the three and six-month periods is mainly related to a reduction in clinical trials activity[127](index=127&type=chunk)[131](index=131&type=chunk) - For Q2 2025, the company recorded a **$9.6 million gain** from the change in fair value of warrant liability, compared to a **$1.7 million gain** in Q2 2024, principally due to a decline in the company's share price[128](index=128&type=chunk) - The June 2025 offering resulted in a **$10.4 million loss on issuance** of warrant liabilities and **$1.2 million** in expensed transaction costs allocated to these warrants[129](index=129&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$7.6 million in cash**, with **$10.1 million used in operations** and **$13.4 million provided by financing**, but requires an additional **$10 million** to fund operations into Q1 2026, raising significant going concern doubts Sources and Uses of Cash (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(10,146) | $(12,666) | | Net cash provided by (used in) financing activities | $13,422 | $(25) | | Net increase (decrease) in cash and cash equivalents | $3,279 | $(12,705) | - The company believes its cash on hand as of June 30, 2025, is sufficient to fund planned operations only into the **fourth quarter of 2025**[145](index=145&type=chunk) - The company must seek additional funding of approximately **$10 million** to support the MIRACLE trial and operations into Q1 2026[145](index=145&type=chunk) - In July 2025, the company entered into an At-The-Market (ATM) agreement to sell up to **$6.5 million** of its common stock[140](index=140&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is omitted as the company qualifies as a smaller reporting company, rendering the disclosure not applicable - This disclosure is not applicable as the company is a smaller reporting company[149](index=149&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective as of June 30, 2025**, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO evaluated disclosure controls and procedures and determined they were effective as of June 30, 2025[150](index=150&type=chunk) - No changes in internal control over financial reporting occurred during the three months ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[151](index=151&type=chunk) [PART II – OTHER INFORMATION](index=34&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - None[153](index=153&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from **Nasdaq non-compliance** with minimum stockholders' equity and bid price rules, with potential delisting and further dilution from Series E warrants impacting liquidity and capital raising efforts - The company is not in compliance with Nasdaq's continued listing requirements, specifically the Equity Rule (minimum **$2.5 million stockholders' equity**) and the Bid Price Rule (minimum **$1.00 per share**)[155](index=155&type=chunk)[156](index=156&type=chunk)[160](index=160&type=chunk) - If the company is unable to regain compliance, its common stock will be delisted from Nasdaq, which could materially harm its financial condition and stock liquidity[155](index=155&type=chunk)[165](index=165&type=chunk) - The accounting for Series E warrants as a liability may hinder the company's ability to meet the stockholders' equity requirement[158](index=158&type=chunk) - Future financing or a reverse stock split could trigger anti-dilution provisions in the Series E warrants, potentially reducing their exercise price and significantly increasing the number of shares issuable upon exercise, causing further dilution to shareholders[167](index=167&type=chunk)[168](index=168&type=chunk)[171](index=171&type=chunk) [Unregistered sales of Equity Securities and Uses of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20sales%20of%20Equity%20Securities%20and%20Uses%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[172](index=172&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the reporting period - No directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or other non-Rule 10b5-1 trading arrangement during the quarter[175](index=175&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including warrant forms, an At The Market Offering Agreement, and officer certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 001-41534 Citius Oncology, Inc. (Exact name of registrant as specified in its charter) | Delaware | 99 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Citius Oncology, Inc. (Exact name of registrant as specified in its charter) ☒ 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 001-41534 FORM 10-Q (Mark One) | Delaware | 99 ...

For the transition period from __________ to __________ Commission File Number: 001-37513 GD CULTURE GROUP LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) | Nevada | 47-3709051 | | --- | -- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 STRAN & COMPANY, INC. | (Exact name of registrant as specified in its charter) | | | | --- | --- | --- | | Nevada | 001-41038 | 04-3297200 | | (State or other jurisdiction | (Commission File Number) | (IRS Employer | | of incorporation) | | Identification No.) | | 2 Heritage Driv ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and management's analysis for BioRestorative Therapies, Inc [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) Unaudited Q2 and H1 2025 financial statements show significant losses and negative cash flow, raising going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$8.5 million** from **$12.3 million** as of June 30, 2025, with stockholders' equity declining to **$4.8 million** Condensed Consolidated Balance Sheet Highlights (in USD) | Balance Sheet Item | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,555,251 | $547,890 | | Investments held in marketable securities | $5,825,685 | $10,184,701 | | **Total Assets** | **$8,516,559** | **$12,279,799** | | Total Current Liabilities | $3,671,235 | $3,748,406 | | **Total Liabilities** | **$3,671,235** | **$3,748,406** | | Accumulated deficit | $(163,674,777) | $(155,678,715) | | **Total Stockholders' Equity** | **$4,845,324** | **$8,531,393** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenues increased, net loss decreased to **$2.7 million**; H1 2025 net loss widened to **$8.0 million** due to higher R&D Statement of Operations Summary (in USD) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $303,300 | $89,100 | $328,300 | $124,100 | | Research and development | $2,225,882 | $1,454,000 | $4,872,782 | $3,531,278 | | General and administrative | $1,373,976 | $1,097,417 | $3,556,701 | $3,164,391 | | Loss From Operations | $(3,305,287) | $(2,468,807) | $(8,112,821) | $(6,578,059) | | **Net Loss** | **$(2,656,263)** | **$(4,028,562)** | **$(7,996,062)** | **$(6,251,817)** | | Net Loss Per Share | $(0.30) | $(0.50) | $(0.94) | $(0.84) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 net cash used in operations increased to **$5.5 million**; net cash from investing was **$4.5 million**, and cash increased to **$1.6 million** Cash Flow Summary for the Six Months Ended June 30 (in USD) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | $(5,472,653) | $(4,182,945) | | Net Cash Provided By (Used In) Investing Activities | $4,499,158 | $(1,954,831) | | Net Cash Provided By Financing Activities | $1,980,856 | $7,505,646 | | **Net Increase In Cash and Cash Equivalents** | **$1,007,361** | **$1,367,870** | | **Cash and Cash Equivalents - End of Period** | **$1,555,251** | **$2,252,247** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail business operations, accounting policies, and disclose substantial doubt about the company's ability to continue as a going concern - The company's financial condition raises substantial doubt about its ability to continue as a going concern for at least twelve months, due to a net loss of **$8.0 million** and negative operating cash flows of **$5.5 million** for the first six months of 2025[25](index=25&type=chunk) - The company develops therapeutic products using adult stem cells, focusing on its Disc/Spine Program (brtxDISC), ThermoStem Program for metabolic disorders, and a biologics-based cosmetic products business[23](index=23&type=chunk) - During the first six months of 2025, the company raised approximately **$2.0 million** in gross proceeds by selling **965,424 shares** of common stock through its at-the-market (ATM) offering agreement[26](index=26&type=chunk)[65](index=65&type=chunk) - On June 16, 2025, the Board of Directors authorized a common stock repurchase program for up to **$2.0 million** of its outstanding common stock, though no repurchases were made as of June 30, 2025[66](index=66&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, business overview, and liquidity, noting increased revenues, higher R&D, and ongoing going concern doubts requiring future financing - The company has commenced a Phase 2 clinical trial for its lead product candidate, BRTX-100, for the treatment of chronic lower back pain from degenerative disc disease[80](index=80&type=chunk) - The company's working capital decreased by **$3.5 million** to **$3.9 million** as of June 30, 2025, primarily due to cash used to fund operations[103](index=103&type=chunk) - Management states that current funds may not be sufficient for at least twelve months, raising substantial doubt about the company's ability to continue as a going concern[104](index=104&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Q2 and H1 2025 revenues increased due to cosmetic sales, but R&D and G&A expenses rose; Q2 net loss narrowed, H1 net loss widened Comparison of Results for the Three Months Ended June 30 (in USD) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $303,300 | $89,100 | +240.4% | | Research and Development | $2,225,882 | $1,454,000 | +53.1% | | General and Administrative | $1,373,976 | $1,097,417 | +25.2% | | Net Loss | $(2,656,263) | $(4,028,562) | -34.1% | Comparison of Results for the Six Months Ended June 30 (in USD) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $328,300 | $124,100 | +164.5% | | Research and Development | $4,872,782 | $3,531,278 | +38.0% | | General and Administrative | $3,556,701 | $3,164,391 | +12.4% | | Net Loss | $(7,996,062) | $(6,251,817) | +27.9% | - The increase in R&D expenses for H1 2025 was primarily due to a **$1.18 million** increase in recruitment and other costs for the Phase 2 clinical trial[97](index=97&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is strained with **$3.9 million** working capital, an **$8.0 million** net loss, and negative operating cash flow, raising going concern doubts Liquidity Metrics (in USD) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,555,251 | $547,890 | | Investments held in marketable securities | $5,825,685 | $10,184,701 | | Working capital | $3,926,572 | $7,395,815 | - The company anticipates continued net losses and negative cash flows and believes it may not have sufficient cash for the next twelve months, raising substantial doubt about its ability to continue as a going concern[104](index=104&type=chunk) - Future capital requirements depend on factors like product commercialization and the need for collaborations; the company may be unable to raise sufficient capital or may do so on unattractive terms[105](index=105&type=chunk)[107](index=107&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, BioRestorative Therapies, Inc. is exempt from providing market risk disclosures - As a smaller reporting company, BioRestorative Therapies, Inc. is not required to provide quantitative and qualitative disclosures about market risk[116](index=116&type=chunk) [Controls and Procedures](index=30&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of June 30, 2025, due to material weaknesses in internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025[119](index=119&type=chunk) - Material weaknesses in internal control over financial reporting continued to exist, including: lack of adherence to formal policies, inadequate risk assessment, ineffective controls over financial reporting and journal entries, and ineffective controls over accounting for warrants[121](index=121&type=chunk)[122](index=122&type=chunk) - A remediation plan is underway, which includes oversight from the CFO, engagement of an external financial consulting firm, and documentation of key procedures[121](index=121&type=chunk)[122](index=122&type=chunk) [PART II. OTHER INFORMATION](index=32&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section includes references to risk factors, details on unregistered sales of equity securities, and a list of exhibits filed with the report [Risk Factors](index=32&type=section&id=ITEM%201A.%20Risk%20Factors) Investors are directed to the Annual Report on Form 10-K for a comprehensive discussion of significant risks associated with investing in the company's common stock - The company refers to the "Risk Factors" section of its Annual Report on Form 10-K for the year ended December 31, 2024, for a detailed discussion of risks associated with an investment in its common stock[126](index=126&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&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 three months ended June 30, 2025 - The company had no unregistered sales of equity securities during the three months ended June 30, 2025[127](index=127&type=chunk) [Exhibits](index=32&type=section&id=ITEM%206.%20Exhibits) This section lists the certifications by the Principal Executive Officer and Principal Financial Officer, along with Inline XBRL documents, filed as exhibits - Exhibits filed with the report include CEO and CFO certifications (31.1, 31.2, 32.1) and Inline XBRL data files[128](index=128&type=chunk)