Part I Financial Information [Item 1. Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) This section presents the unaudited consolidated financial statements, including balance sheets, statements of operations, equity, cash flows, and detailed notes for Mobile Infrastructure Corporation [Consolidated Balance Sheets](index=4&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS%20AS%20OF%20JUNE%2030%2C%202025%20(UNAUDITED)%20AND%20DECEMBER%2031%2C%202024) **Consolidated Balance Sheet Highlights (in thousands):** | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Total investments in real estate, net | $385,299 | $389,730 | | Cash and cash equivalents | $10,621 | $10,655 | | Total assets | $405,573 | $415,062 | | Notes payable, net | $184,745 | $185,921 | | Line of credit | $29,535 | $27,238 | | Total liabilities | $226,665 | $225,791 | | Total equity | $178,908 | $189,271 | - Total assets decreased by **$9.49 million** from December 31, 2024, to June 30, 2025, primarily driven by a decrease in net investments in real estate[8](index=8&type=chunk) - Total equity decreased by **$10.36 million**, while total liabilities saw a slight increase of **$0.87 million** over the six-month period[8](index=8&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20FOR%20THE%20THREE%20AND%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202025%20AND%202024%20(UNAUDITED)) **Consolidated Statements of Operations Highlights (in thousands):** | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------------------------------------ | :------ | :------ | :------ | :------ | | Total revenues | $8,992 | $9,266 | $17,227 | $18,093 | | Total expenses | $8,847 | $8,898 | $17,068 | $18,279 | | Net Loss | $(4,661) | $(2,469) | $(8,995) | $(5,458) | | Net loss attributable to MIC common stockholders | $(4,498) | $(1,843) | $(8,657) | $(4,469) | | Basic and diluted loss per weighted average common share | $(0.11) | $(0.06) | $(0.21) | $(0.16) | - Total revenues decreased by **3.0%** for the three months ended June 30, 2025, and by **4.8%** for the six months ended June 30, 2025, compared to the prior year periods[10](index=10&type=chunk) - Net loss attributable to common stockholders significantly widened to **$(4,498) thousand** in Q2 2025 from $(1,843) thousand in Q2 2024, and to **$(8,657) thousand** for 6M 2025 from $(4,469) thousand for 6M 2024[10](index=10&type=chunk) [Consolidated Statements of Changes in Equity](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20EQUITY%20FOR%20THE%20THREE%20AND%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202025%20AND%202024%20(UNAUDITED)) **Consolidated Statements of Changes in Equity Highlights (in thousands):** | Metric | Balance, Dec 31, 2024 | Balance, June 30, 2025 | | :--------------------------------- | :-------------------- | :--------------------- | | Total equity | $189,271 | $178,908 | | Accumulated Deficit | $(140,056) | $(148,196) | | Non-controlling interest | $19,288 | $18,273 | - Total equity decreased by **$10.36 million** from December 31, 2024, to June 30, 2025, primarily due to net losses and preferred stock redemptions[13](index=13&type=chunk) - Accumulated deficit increased by **$8.14 million** during the six months ended June 30, 2025, reflecting the net losses incurred[13](index=13&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20FOR%20THE%20SIX%20MONTHS%20ENDED%20JUNE%2030%2C%202025%20AND%202024%20(UNAUDITED)) **Consolidated Statements of Cash Flows Highlights (in thousands):** | Metric | 6M 2025 | 6M 2024 | | :------------------------------------------ | :------ | :------ | | Net cash provided by (used in) operating activities | $241 | $(1,011) | | Net cash provided by (used in) investing activities | $2,689 | $(506) | | Net cash used in financing activities | $(2,894) | $(1,880) | | Net change in cash and cash equivalents and restricted cash | $36 | $(3,397) | - Operating activities generated **$0.241 million** in cash for the six months ended June 30, 2025, a significant improvement from $1.011 million cash used in the prior year period[17](index=17&type=chunk) - Investing activities provided **$2.689 million** in cash, primarily due to proceeds from a note receivable repayment, contrasting with $0.506 million cash used in the same period last year[17](index=17&type=chunk) - Financing activities used **$2.894 million**, an increase from $1.880 million used in the prior year, mainly due to principal debt payments and preferred stock distributions/redemptions[17](index=17&type=chunk) [Notes to the Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20THE%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) [Note 1 — Organization and Business Operations](index=9&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) - Mobile Infrastructure Corporation (BEEP) is a Maryland corporation focused on acquiring, owning, and optimizing parking facilities and related infrastructure across the top 50 U.S. Metropolitan Statistical Areas[19](index=19&type=chunk) - As of June 30, 2025, the Company owns **40 parking facilities** in **20 markets**, totaling approximately **15,100 parking spaces** and **5.2 million square feet**, plus **0.2 million square feet** of adjacent retail/commercial space[19](index=19&type=chunk) - The Company owns approximately **90.5%** of the Common Units of Mobile Infra Operating Company, LLC, through which it conducts substantially all operations[20](index=20&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=9&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or excluded per SEC rules[21](index=21&type=chunk) - The Company has incurred net losses since inception and anticipates future net losses, with **$39.5 million of debt** due within 12 months, raising substantial doubt about its ability to continue as a going concern[24](index=24&type=chunk) - Management plans to address debt maturities by executing a new debt agreement, refinancing notes payable, and potentially selling real estate assets, with the ability to extend the Line of Credit maturity to December 31, 2025, if needed[25](index=25&type=chunk) - Revenue concentration exists with Metropolis Technologies, Inc. (**56.2% of revenue for 6M 2025**) and LAZ Parking (**15.8% of revenue for 6M 2025**) as operators/lease tenants[27](index=27&type=chunk) - Geographic concentrations based on gross book value of real estate are in Cincinnati (**19%**), Detroit (**10%**), and Chicago (**9%**) as of June 30, 2025[28](index=28&type=chunk) [Note 3 — Managed Property Revenues](index=12&type=section&id=Note%203%20%E2%80%94%20Managed%20Property%20Revenues) **Disaggregated Managed Property Revenue (in thousands):** | Revenue Type | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------- | :------ | :------ | :------ | :------ | | Transient Parkers | $4,931 | $4,697 | $9,017 | $7,971 | | Contract Parkers | $2,468 | $2,464 | $4,884 | $4,628 | | Ancillary Revenue | $42 | $65 | $85 | $128 | | Total Managed Property Revenue | $7,441 | $7,226 | $13,986 | $12,727 | - Managed property revenue increased by **3.0% for Q2 2025** and **9.9% for 6M 2025** compared to the prior year periods, driven by growth in both Transient and Contract Parkers[35](index=35&type=chunk) - Accounts receivable related to managed property revenue decreased from **$3.4 million** as of June 30, 2024, to **$3.1 million** as of June 30, 2025[36](index=36&type=chunk) [Note 4 — Acquisitions and Dispositions of Investments in Real Estate](index=12&type=section&id=Note%204%20%E2%80%94%20Acquisitions%20and%20Dispositions%20of%20Investments%20in%20Real%20Estate) - In February 2024, the Cincinnati Race Street location was disposed of for **$3.2 million**, resulting in a **$0.1 million loss on sale**, with the note receivable paid in full in February 2025[38](index=38&type=chunk) - In July 2024, a parking lot in Clarksburg, West Virginia, was sold for approximately **$0.5 million**, with proceeds used to pay down the Revolving Credit Facility[39](index=39&type=chunk) - In November 2024, a parking lot in Indianapolis, Indiana, was sold for approximately **$4.6 million**, generating a **$2.7 million gain on sale** and proceeds used to reduce the Revolving Credit Facility[40](index=40&type=chunk) [Note 5 — Intangible Assets](index=13&type=section&id=Note%205%20%E2%80%94%20Intangible%20Assets) **Intangible Assets (in thousands):** | Asset Type | Gross Carrying Amount (June 30, 2025) | Accumulated Amortization (June 30, 2025) | | :---------------------- | :------------------------------------ | :--------------------------------------- | | In-place lease value | $2,418 | $2,221 | | Indefinite lived contract | $3,160 | — | | Acquired technology | $4,485 | $2,544 | | Total intangible assets | $10,063 | $4,765 | - Amortization expense for intangible assets increased to **$1.0 million for Q2 2025** (from $0.2 million in Q2 2024) and **$1.1 million for 6M 2025** (from $0.4 million in 6M 2024)[41](index=41&type=chunk) - A plan to phase out Inigma software by year-end 2025 resulted in a change in useful life, increasing amortization expense by **$0.8 million quarterly** and causing a **$0.02 loss per share** for the remainder of 2025[41](index=41&type=chunk) [Note 6 — Debt](index=13&type=section&id=Note%206%20%E2%80%94%20Debt) **Notes Payable Principal Balances (in thousands):** | Loan Type | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | MVP Houston Saks Garage, LLC | $2,674 | $2,735 | | MVP Detroit Center Garage, LLC | $25,540 | $25,913 | | 2034 CMBS Loan | $75,320 | $75,500 | | Total Notes Payable (net of unamortized loan costs) | $184,745 | $185,921 | - As of June 30, 2025, the Company had **$184.7 million in notes payable**, with **$39.5 million** (including $29.5 million Line of Credit and $10.0 million notes payable) due within the next twelve months[43](index=43&type=chunk)[134](index=134&type=chunk) - Borrowers for two loans totaling **$41.8 million** failed to meet certain loan covenants, leading to additional cash management procedures and **$1.4 million in restricted cash**[46](index=46&type=chunk) - A **$40.4 million Line of Credit**, maturing in September 2025, accrues interest at **15.0% per annum**, with **$29.5 million outstanding** as of June 30, 2025[48](index=48&type=chunk)[49](index=49&type=chunk) [Note 7 — Equity](index=15&type=section&id=Note%207%20%E2%80%94%20Equity) - The Company has authorized **500 million common shares** and **100 million preferred shares** (Series 1, Series A, Series 2)[52](index=52&type=chunk) - Series A Preferred Stock holders are entitled to cumulative cash dividends at an annual rate of **5.75% of stated value**, pari passu with Series 1[53](index=53&type=chunk) - Series 1 Preferred Stock holders are entitled to cumulative cash dividends at an annual rate of **5.50% of stated value**, pari passu with Series A[54](index=54&type=chunk) - During the six months ended June 30, 2025, approximately **2,600 Series 1** and **80 Series A Preferred Stock shares** were redeemed for cash, with no conversions to common stock[57](index=57&type=chunk) - In contrast, during the six months ended June 30, 2024, approximately **5,200 Series 1** and **500 Series A Preferred Stock shares** were converted to common stock, with no cash redemptions[58](index=58&type=chunk) - The Board authorized a share repurchase program of up to **$10 million** in September 2024; **88,139 shares** were repurchased for **$287,000** during the six months ended June 30, 2025[63](index=63&type=chunk) [Note 8 — Stock-Based Compensation](index=16&type=section&id=Note%208%20%E2%80%94%20Stock-Based%20Compensation) **Incentive Equity Awards Roll Forward (6M 2025):** | Metric | Number of Awards | | :------------------------ | :--------------- | | Unvested - January 1, 2025 | 3,630,629 | | Granted | 661,083 | | Vested | (526,451) | | Unvested - June 30, 2025 | 3,765,261 | - Equity-based compensation expense was **$0.8 million for Q2 2025** (vs. $1.6 million in Q2 2024) and **$1.5 million for 6M 2025** (vs. $3.4 million in 6M 2024)[65](index=65&type=chunk) - The remaining unrecognized compensation cost is approximately **$4.3 million**, to be recognized over a weighted average term of **2.2 years**[65](index=65&type=chunk) [Note 9 — Earnings Per Share](index=17&type=section&id=Note%209%20%E2%80%94%20Earnings%20Per%20Share) **Basic and Diluted Loss Per Share (in thousands, except per share amounts):** | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------------------------------------ | :------ | :------ | :------ | :------ | | Net loss attributable to MIC common stock | $(4,498) | $(1,843) | $(8,657) | $(4,469) | | Weighted average common shares outstanding | 40,660,453 | 29,225,378 | 40,592,459 | 28,731,365 | | Basic and diluted loss per weighted average common share | $(0.11) | $(0.06) | $(0.21) | $(0.16) | - Basic and diluted loss per share increased to **$(0.11) for Q2 2025** from $(0.06) for Q2 2024, and to **$(0.21) for 6M 2025** from $(0.16) for 6M 2024[67](index=67&type=chunk) - Outstanding warrants and stock-based compensation were antidilutive due to net losses and thus excluded from diluted EPS calculations[66](index=66&type=chunk) [Note 10 — Variable Interest Entities](index=17&type=section&id=Note%2010%20%E2%80%94%20Variable%20Interest%20Entities) - The Company holds a **51.0% beneficial interest** in MVP St. Louis Cardinal Lot, DST, which owns the Cardinal Lot parking facility[68](index=68&type=chunk) - MVP St. Louis is considered a Variable Interest Entity (VIE), and the Company is deemed the primary beneficiary, leading to consolidation of its financial results[69](index=69&type=chunk) - As of June 30, 2025, and December 31, 2024, MVP St. Louis had total assets of approximately **$11.9 million** (primarily real estate) and liabilities of approximately **$6.0 million** (primarily mortgage debt) before consolidation[70](index=70&type=chunk) [Note 11 — Fair Value](index=18&type=section&id=Note%2011%20%E2%80%94%20Fair%20Value) - Financial instruments like cash, accounts receivable, and accounts payable approximate fair value due to short maturities[74](index=74&type=chunk) - The estimated fair value of notes payable was **$186.3 million** as of June 30, 2025 (Level 2 inputs)[74](index=74&type=chunk) **Recurring Fair Value Measurements (in thousands):** | Item | June 30, 2025 (Level 3) | December 31, 2024 (Level 3) | | :------------------ | :---------------------- | :-------------------------- | | Earn-Out Shares | $700 | $935 | | Interest rate swap | $179 (Level 2) | — | - The fair value of Earn-Out Shares decreased from **$935 thousand to $700 thousand** during the six months ended June 30, 2025, resulting in a **$235 thousand change in fair value** recognized in earnings[75](index=75&type=chunk)[78](index=78&type=chunk) - No impairments were recorded during the six months ended June 30, 2025, compared to **$0.2 million in real estate asset impairments** in the prior year period[80](index=80&type=chunk) [Note 12 — Commitments and Contingencies](index=19&type=section&id=Note%2012%20%E2%80%94%20Commitments%20and%20Contingencies) - The Company is exposed to claims and litigation in the normal course of business, but no material litigation is currently threatened[81](index=81&type=chunk) - A settlement was reached in September 2024 for a lawsuit against MVP Fort Worth Taylor, LLC, resulting in a **$0.3 million gain**[82](index=82&type=chunk) [Note 13 — Related Party Transactions and Arrangements](index=19&type=section&id=Note%2013%20%E2%80%94%20Related%20Party%20Transactions%20and%20Arrangements) - Three properties are operated by Park Place Parking, wholly owned by relatives of the Executive Chairman, with approximately **$0.1 million in receivables** as of June 30, 2025[83](index=83&type=chunk) - The Company has a lease agreement with ProKids, an Ohio not-for-profit, where an immediate family member of the Executive Chairman is a trustee and president[84](index=84&type=chunk) - Approximately **$0.5 million** is owed to Color Up member entities related to prorated revenues from the August 2021 recapitalization transaction[85](index=85&type=chunk) - The **$40.4 million Line of Credit** (Note 6) involves Lenders managed by an entity controlled by the Chair of the Board, Mr. Osher[89](index=89&type=chunk) [Note 14 — Revision of Previously Issued Financial Statements](index=21&type=section&id=Note%2014%20%E2%80%94%20Revision%20of%20Previously%20Issued%20Financial%20Statements) - Errors impacting Q1 and Q2 2024 filings were identified, related to adjusting noncontrolling interest for preferred share conversions[91](index=91&type=chunk) - Management assessed these misstatements as not material to the unaudited financial statements for the periods ended March 31, 2024, and June 30, 2024[92](index=92&type=chunk) **Revisions to Previously Issued Financial Statements (in thousands, unaudited):** | Item | March 31, 2024 (As reported) | March 31, 2024 (Adjustments) | March 31, 2024 (As corrected) | | :-------------------------------- | :--------------------------- | :--------------------------- | :---------------------------- | | Allocation of equity to non-controlling interest | $0 | $3,087 | $3,087 | | Additional paid-in capital | $240,994 | $24,914 | $265,908 | | Non-controlling interest | $95,177 | $(24,914) | $70,263 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section analyzes the Company's financial condition and results for the three and six months ended June 30, 2025 and 2024, covering operations, non-GAAP measures, liquidity, and critical accounting policies [Overview](index=23&type=section&id=Overview) - Mobile Infrastructure Corporation (BEEP) focuses on acquiring, owning, and optimizing parking facilities in top 50 U.S. MSAs, with **40 facilities**, **15,100 parking spaces**, and **5.2 million square feet** as of June 30, 2025[101](index=101&type=chunk) - The Company operates primarily through Mobile Infra Operating Company, LLC, owning approximately **90.5% of its Common Units**[102](index=102&type=chunk) [Trends and Other Factors Affecting our Business](index=23&type=section&id=Trends%20and%20Other%20Factors%20Affecting%20our%20Business) - Operating results are influenced by general market conditions, U.S. economy strength, consumer parking facility usage, fuel prices, inflation, and interest rates[103](index=103&type=chunk) - The uneven return to work post-COVID-19, with a normalized hybrid work structure, has impacted asset performance, especially those with office exposure, highlighting the need for a multi-key demand driver strategy[104](index=104&type=chunk) - In 2024, **29 of 40 assets** converted to management contracts, aiming for net operating income growth, reduced revenue variability, and enhanced visibility, with plans to convert remaining assets by end of 2027[105](index=105&type=chunk) - Average monthly same location RevPAS (Revenue Per Available Stall) decreased to **$211.89 for Q2 2025** from $216.63 for Q2 2024[107](index=107&type=chunk) [Results of Operations (Three Months Ended June 30, 2025 and 2024)](index=24&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) **Revenue Performance (Three Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | $ Change | % Change | | :---------------------- | :--- | :--- | :------- | :------- | | Managed property revenue | $7,441 | $7,226 | $215 | 3.0% | | Base rental income | $1,447 | $1,523 | $(76) | (5.0)% | | Percentage rental income | $104 | $517 | $(413) | (79.9)% | | Total revenues | $8,992 | $9,266 | $(274) | (3.0)% | - Total revenues decreased by **3.0%** due to significant declines in events in Minneapolis, decreased baseball attendance in St. Louis, and low hotel occupancy in Denver, partially offset by increases in Oklahoma City and Cleveland[109](index=109&type=chunk) **Operating Expenses (Three Months Ended June 30, in thousands):** | Expense Type | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :--- | :--- | :------- | :------- | | Property taxes | $1,779 | $1,809 | $(30) | (1.7)% | | Property operating expense | $1,778 | $1,824 | $(46) | (2.5)% | | Depreciation and amortization | $2,867 | $2,096 | $771 | 36.8% | | General and administrative | $2,071 | $2,909 | $(838) | (28.8)% | | Professional fees | $352 | $260 | $92 | 35.4% | | Total expenses | $8,847 | $8,898 | $(51) | (0.6)% | - Depreciation and amortization increased by **$0.8 million (36.8%)** due to accelerated depreciation from phasing out Inigma software[111](index=111&type=chunk) - General and administrative expenses decreased by **$0.8 million (28.8%)** due to vesting of equity compensation awards in 2024 and a change in timing of annual equity awards in 2025[112](index=112&type=chunk) **Other Expenses (Three Months Ended June 30, in thousands):** | Other Item | 2025 | 2024 | $ Change | % Change | | :------------------------------------ | :------- | :------- | :------- | :------- | | Interest expense, net | $(4,704) | $(3,087) | $(1,617) | 52.4% | | Change in fair value of Earn-Out Liability | $(135) | $310 | $(445) | NM | | Total other expense | $(4,806) | $(2,837) | $(1,969) | 69.4% | - Interest expense increased by **$1.6 million (52.4%)** due to interest and loan fee amortization on the Line of Credit and higher rates from the 2034 CMBS Loan refinancing[115](index=115&type=chunk) [Results of Operations (Six Months Ended June 30, 2025 and 2024)](index=25&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) **Revenue Performance (Six Months Ended June 30, in thousands):** | Revenue Type | 2025 | 2024 | $ Change | % Change | | :---------------------- | :----- | :----- | :------- | :------- | | Managed property revenue | $13,986 | $12,727 | $1,259 | 9.9% | | Base rental income | $2,906 | $3,166 | $(260) | (8.2)% | | Percentage rental income | $335 | $2,200 | $(1,865) | (84.8)% | | Total revenues | $17,227 | $18,093 | $(866) | (4.8)% | - Total revenues decreased by **4.8%** due to $0.6 million in nonrecurring 2023 percent rent collections in 2024, $0.1 million from properties sold in 2024, and declines in St. Louis and Denver, partially offset by Oklahoma City, Cleveland, and increased transient rates[118](index=118&type=chunk) **Operating Expenses (Six Months Ended June 30, in thousands):** | Expense Type | 2025 | 2024 | $ Change | % Change | | :-------------------------- | :----- | :----- | :------- | :------- | | Property taxes | $3,651 | $3,713 | $(62) | (1.7)% | | Property operating expense | $3,677 | $3,345 | $332 | 9.9% | | Depreciation and amortization | $4,948 | $4,189 | $759 | 18.1% | | General and administrative | $3,979 | $5,926 | $(1,947) | (32.9)% | | Professional fees | $813 | $949 | $(136) | (14.3)% | | Impairment | — | $157 | $(157) | (100.0)% | | Total expenses | $17,068 | $18,279 | $(1,211) | (6.6)% | - Property operating expense increased by **9.9%** due to additional expenses from properties converted to management contracts after January 2024 and increased spending on security and utilities[120](index=120&type=chunk) - General and administrative expenses decreased by **$1.9 million (32.9%)** due to the vesting of equity compensation awards in 2024 and January 2025, and a change in timing of annual equity awards in 2025[121](index=121&type=chunk) **Other Expenses (Six Months Ended June 30, in thousands):** | Other Item | 2025 | 2024 | $ Change | % Change | | :------------------------------------ | :------- | :------- | :------- | :------- | | Interest expense, net | $(9,340) | $(6,066) | $(3,274) | 54.0% | | Loss on sale of real estate | — | $(42) | $42 | (100.0)% | | Change in fair value of Earn-Out Liability | $235 | $964 | $(729) | (75.6)% | | Total other expense | $(9,154) | $(5,272) | $(3,882) | 73.6% | - Interest expense increased by **$3.3 million (54.0%)** due to interest and loan fee amortization on the Line of Credit and higher rates from the 2034 CMBS Loan refinancing[125](index=125&type=chunk) [Non-GAAP Measures](index=27&type=section&id=Non-GAAP%20Measures) - Net Operating Income (NOI) is presented as a supplemental measure, calculated as total revenues less property operating expenses and property taxes, used to evaluate property-level performance[127](index=127&type=chunk) **Net Operating Income (NOI) (in thousands):** | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------- | :------ | :------ | :------ | :------ | | Total revenues | $8,992 | $9,266 | $17,227 | $18,093 | | Property taxes | $1,779 | $1,809 | $3,651 | $3,713 | | Property operating expense | $1,778 | $1,824 | $3,677 | $3,345 | | Net Operating Income | $5,435 | $5,633 | $9,899 | $11,035 | - Adjusted EBITDA is calculated by excluding interest expense, taxes, depreciation, amortization, stock-based compensation, non-cash changes in Earn-Out Liability fair value, gains/losses from dispositions, impairment write-downs, and other income/expense from net income (loss)[129](index=129&type=chunk) **Adjusted EBITDA Attributable to the Company (in thousands):** | Metric | Q2 2025 | Q2 2024 | 6M 2025 | 6M 2024 | | :------------------------------------------ | :------ | :------ | :------ | :------ | | Net loss | $(4,661) | $(2,469) | $(8,995) | $(5,458) | | Interest expense, net | $4,704 | $3,087 | $9,340 | $6,066 | | Depreciation and amortization | $2,867 | $2,096 | $4,948 | $4,189 | | Equity based compensation | $834 | $1,610 | $1,488 | $3,409 | | Adjusted EBITDA Attributable to the Company | $3,846 | $4,074 | $6,595 | $7,569 | [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) - Principal cash demands include debt payments, capital expenditures, preferred stock redemptions/dividends, share repurchases, and asset acquisitions[133](index=133&type=chunk) - Primary funding sources are rental income, managed property revenue, existing cash, the Line of Credit, and potential property sales or mortgages[132](index=132&type=chunk) - The Company has **$216.2 million of debt outstanding**, with **$39.5 million** due within 12 months, raising substantial doubt about its going concern ability[134](index=134&type=chunk) - Management plans to address debt maturities through a new debt agreement, refinancing, and potential asset sales, with the option to extend the Line of Credit to December 31, 2025[135](index=135&type=chunk) - The Company refinanced **$5.5 million** and **$7.2 million notes payable** in February and December 2024, respectively, and entered a **$40.4 million Line of Credit** and a **$75.5 million CMBS financing** in September and December 2024[140](index=140&type=chunk) - Cash flows from operating activities improved to **$0.2 million provided in 6M 2025** from $1.0 million used in 6M 2024[143](index=143&type=chunk) - Cash flows from investing activities provided **$2.7 million in 6M 2025**, primarily from note receivable repayment, contrasting with $0.5 million used in the same period last year[144](index=144&type=chunk) - Cash flows from financing activities used **$2.9 million in 6M 2025**, mainly for debt principal payments and preferred stock distributions/redemptions, an increase from $1.9 million used in 6M 2024[145](index=145&type=chunk) [Seasonality and Quarterly Results](index=31&type=section&id=Seasonality%20and%20Quarterly%20Results) - Business demand drivers are subject to seasonal fluctuations from sports, concerts, theaters, and inclement weather, primarily impacting transient parking revenues[146](index=146&type=chunk) - Contract parking revenues are expected to remain relatively stable despite seasonal factors[146](index=146&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) - No significant changes to critical accounting policies, including merger accounting and impairment of long-lived assets, occurred during 2025[147](index=147&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Mobile Infrastructure Corporation is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[148](index=148&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management evaluated disclosure controls and procedures, concluding effectiveness as of June 30, 2025, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed effective as of the end of the period covered by this Quarterly Report[149](index=149&type=chunk) - No material changes in internal control over financial reporting were identified during the period[150](index=150&type=chunk) Part II Other Information [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The Company faces routine claims and litigation, with no material litigation currently threatened, as detailed in Note 12 - The Company is not presently subject to any material litigation, nor is any material litigation threatened, beyond routine business operations[151](index=151&type=chunk) - Further details on commitments and contingencies are incorporated by reference from Note 12 of the consolidated financial statements[152](index=152&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20RISK%20FACTORS) No material changes have occurred to the risk factors previously disclosed in the Company's annual report on Form 10-K for FY2024 - No material changes have occurred to the risk factors outlined in the annual report on Form 10-K for the year ended December 31, 2024[153](index=153&type=chunk) [Item 2. 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) This section details recent unregistered equity sales, including common stock issuance for Common Unit redemptions, and summarizes share repurchase program activity [Recent Sales of Unregistered Securities](index=32&type=section&id=a)%20Recent%20Sales%20of%20Unregistered%20Securities) - On May 9, 2025, the Company issued **281,280 shares of common stock**, valued at approximately **$1.2 million**, for the redemption of 281,280 Common Units to The Jerald and Melody Howe Weintraub Revocable Living Trust[154](index=154&type=chunk) - These securities were issued under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933[155](index=155&type=chunk) [Issuer Purchases of Equity Securities](index=32&type=section&id=c)%20Issuer%20Purchases%20of%20Equity%20Securities) - The Board authorized a share repurchase program of up to **$10 million** in September 2024; **88,139 shares** were repurchased for **$287,000** during the six months ended June 30, 2025[156](index=156&type=chunk) **Share Repurchase Activity (Three Months Ended June 30, 2025):** | Period | Total Number of Shares Purchased | Average Price Paid per Share | Dollar Value of Shares that May Yet Be Purchased Under the Programs | | :----------------- | :----------------------------- | :--------------------------- | :---------------------------------------------------------------- | | April 1 - 30, 2025 | — | — | $8,408,955 | | May 1 - 31, 2025 | 5,343 | $3.70 | $8,389,192 | | June 1 - 30, 2025 | 600 | $3.72 | $8,386,960 | [Item 5. Other Information](index=32&type=section&id=Item%205.%20OTHER%20INFORMATION) No directors or officers reported adopting or terminating Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended June 30, 2025[158](index=158&type=chunk) [Item 6. Exhibits](index=33&type=section&id=Item%206.%20EXHIBITS) This section lists all exhibits filed as part of the Quarterly Report, including articles of incorporation, bylaws, and certifications **Selected Exhibits:** | Exhibit No. | Description of Exhibit | Filing Date | | :---------- | :---------------------------------------------------------------------------------- | :------------ | | 3.1 | Articles of Incorporation of MIC | August 31, 2023 | | 3.3 | Bylaws of MIC | August 31, 2023 | | 31.1* | Certification of Principal Executive Officer Pursuant to Section 302 | Concurrently | | 32.1** | Certification of Principal Executive Officer and Co-Principal Financial Officers Pursuant to Section 906 | Concurrently | | 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Concurrently | [Signatures](index=34&type=section&id=SIGNATURES) The report was signed by Stephanie Hogue, President & CEO, and Paul Gohr, CFO, on August 12, 2025 - The report was signed by Stephanie Hogue, President & Chief Executive Officer, and Paul Gohr, Chief Financial Officer, on August 12, 2025[165](index=165&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) 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: 001-40415 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) | Maryland | 32-0777356 | | - ...

[Management Commentary & Business Highlights](index=1&type=section&id=Management%20Commentary%20%26%20Business%20Highlights) High Roller Technologies achieved positive adjusted EBITDA in Q2 2025 through strategic realignment, increased revenue, and optimized marketing - CEO Ben Clemes stated that the company's strategic plan is delivering intended results, achieving positive adjusted EBITDA in Q2 through increased revenue, optimized marketing, and cost efficiencies[3](index=3&type=chunk) - The upcoming launch in Ontario, in partnership with SpikeUp Media, is viewed as a transformative event for the company[4](index=4&type=chunk) - Strong execution in Q2 led to consistent improvement in key performance indicators, particularly in the core market of Finland[3](index=3&type=chunk) [Second Quarter 2025 Financial Summary](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Summary) Q2 2025 revenue grew **20% to $6.9 million**, achieving positive **Adjusted EBITDA of $362 thousand** and **Adjusted EPS of $0.04** Q2 2025 Key Financial Metrics | Metric | Q2 2025 | Q2 2024 | YoY Change | Q1 2025 | QoQ Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $6.9M | $5.8M | +20% | $6.8M (approx) | +2% | | Adjusted EBITDA | $362K | ($931K) | Positive Turnaround | ($2.5M) | Positive Turnaround | | Adjusted EPS | $0.04 | ($0.13) | Positive Turnaround | ($0.30) | Positive Turnaround | - Cash and cash equivalents totaled approximately **$3.6 million** as of June 30, 2025, down from **$4.5 million** as of March 31, 2025[12](index=12&type=chunk) [Q2 2025 Operational & Strategic Highlights](index=1&type=section&id=Q2%202025%20Operational%20%26%20Strategic%20Highlights) Q2 operational highlights include leadership team enhancements, strategic market entry, marketing optimization, and game portfolio expansion - Strengthened leadership with key hires including a Chief Legal & Compliance Officer, CFO, Chief Strategy Officer, and Managing Directors for Finland and Canada[4](index=4&type=chunk)[8](index=8&type=chunk) - Announced a strategic technology partnership with Playtech to enter Ontario's regulated market, with launch anticipated in H2 2025[8](index=8&type=chunk) - Average Revenue Per User (ARPU) increased approximately **80% quarter-over-quarter**[8](index=8&type=chunk) - Re-optimized marketing spend, resulting in a **65% YoY increase** in Finland Net Gaming Revenue from the previous 6-month period[8](index=8&type=chunk) - Expanded its game portfolio by adding **330 new games**, bringing the total to over **5,600 games** from more than **90 providers**[8](index=8&type=chunk) [Financial Statements](index=4&type=section&id=Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including the Statement of Operations and Balance Sheet, for High Roller Technologies [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenues grew to **$6.9 million**, reducing loss from operations to **($502) thousand** and narrowing net loss to **($592) thousand** Statement of Operations Summary (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $6,936 | $5,803 | $13,707 | $12,310 | | Total operating expenses | $7,438 | $7,283 | $17,421 | $15,615 | | Loss from operations | ($502) | ($1,480) | ($3,714) | ($3,305) | | Net loss | ($592) | ($1,504) | ($3,868) | ($3,353) | | Net loss per share | ($0.07) | ($0.21) | ($0.46) | ($0.48) | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to **$12.3 million**, primarily due to reduced cash, with total liabilities and stockholders' equity also declining Balance Sheet Summary (in thousands) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $2,682 | $6,869 | | Total current assets | $3,855 | $8,779 | | Total assets | $12,308 | $16,625 | | Total current liabilities | $8,880 | $10,168 | | Total liabilities | $9,678 | $10,904 | | Total stockholders' equity | $2,630 | $5,721 | [Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures) The company utilizes non-GAAP measures like Adjusted EBITDA and Adjusted EPS to evaluate core operating performance by excluding non-recurring or non-cash items - The company uses **Adjusted EBITDA** and **Adjusted Earnings (Loss) Per Share** as non-GAAP measures to evaluate operating performance[19](index=19&type=chunk) - Adjusted EBITDA is calculated as net loss adjusted for interest, taxes, depreciation, amortization, stock-based compensation, and other non-recurring items[20](index=20&type=chunk) - Adjusted Earnings (Loss) Per Share is basic EPS adjusted for amortization of acquired intangibles, stock-based compensation, and other non-recurring items[21](index=21&type=chunk) [Reconciliation of Net Loss to Adjusted EBITDA](index=6&type=section&id=GAAP%20Net%20Loss%20to%20Non-GAAP%20Adjusted%20EBITDA) Reconciliation shows a significant improvement in Q2 2025, achieving a positive **Adjusted EBITDA of $362 thousand**, a turnaround from prior-period losses Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 | Q2 2024 | Q1 2025 | | :--- | :--- | :--- | :--- | | Net loss | ($592) | ($1,504) | ($3,276) | | Add back items | $954 | $673 | $753 | | **Adjusted EBITDA** | **$362** | **($931)** | **($2,523)** | | Adjusted EBITDA margin | 5.22% | (16.04)% | (37.26)% | [About High Roller Technologies, Inc.](index=2&type=section&id=About%20High%20Roller%20Technologies%2C%20Inc.) High Roller Technologies, Inc. (NYSE: ROLR) is a global online gaming operator of High Roller and Fruta casino brands, offering over 5,600 games - High Roller Technologies is a global online gaming operator listed on the NYSE under the ticker **ROLR**[10](index=10&type=chunk) - The company operates the innovative casino brands **High Roller** and **Fruta**[10](index=10&type=chunk) - It offers a diverse portfolio of over **5,600 premium games** from more than **90 leading game providers**[2](index=2&type=chunk)[8](index=8&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward%20Looking%20Statements) This section contains a standard legal disclaimer regarding forward-looking statements, cautioning that actual results may differ due to inherent risks and uncertainties - The press release contains "forward-looking statements" which are not guarantees of future performance and are subject to inherent uncertainties, risks, and changes in circumstances[13](index=13&type=chunk) - Investors are cautioned not to rely on these statements as actual results and financial conditions may differ materially from those indicated[13](index=13&type=chunk)

Exhibit 99.1 Maze Therapeutics Reports Second Quarter 2025 Financial Results and Recent Highlights MZE782 Phase 1 Trial in Healthy Volunteers to Provide Proof of Mechanism Data for Phenylketonuria (PKU) and Chronic Kidney Disease (CKD) Expected in Q3 2025 MZE829 Phase 2 HORIZON Trial Actively Enrolling Patients with APOL1-Mediated Kidney Disease; Initial Data Expected in Q1 2026 Strong Balance Sheet with $264.5 Million in Cash and Cash Equivalents, Expected to Provide Cash Runway into H2 2027 SOUTH SAN FRAN ...

[Financial and Operational Highlights](index=1&type=section&id=Financial%20and%20Operational%20Highlights) Anterix reported a strong financial position with $41.4 million in cash and no debt, driven by a $33.9 million gain on license exchanges and a $3 billion contract pipeline Liquidity Position as of June 30, 2025 | Metric | Value (in millions) | | :--- | :--- | | Cash and cash equivalents | $41.4 | | Restricted cash | $7.1 | | Debt | $0 | - The company has an authorized share repurchase program of up to **$250.0 million** No shares were repurchased in Q1 FY2026, leaving **$227.7 million** remaining under the program[4](index=4&type=chunk) - Key operational activities for the quarter include receiving over **$10 million** from customers, recording a **$33.9 million** gain on license exchanges, and investing **$4.0 million** in spectrum clearing costs[8](index=8&type=chunk) - The company continues to advance a significant sales pipeline, with approximately **$3 billion** in prospective contract opportunities across more than **60 potential customers**[8](index=8&type=chunk) [Financial Statements](index=3&type=section&id=Financial%20Statements) The company achieved a net income of **$25.2 million** for Q1 FY2026, a significant improvement from a **$15.5 million** net loss in the prior year, primarily due to a **$33.9 million** gain on intangible asset exchanges [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to **$359.6 million** as of June 30, 2025, driven by higher intangible assets, while total liabilities slightly decreased Key Balance Sheet Items (in thousands) | Account | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | Cash and cash equivalents | $41,432 | $47,374 | | Intangible assets | $265,319 | $228,983 | | **Total assets** | **$359,577** | **$333,104** | | Contingent liability (Current & Non-current) | $23,311 | $23,429 | | Deferred revenue (Current & Non-current) | $128,214 | $124,672 | | **Total liabilities** | **$174,806** | **$176,503** | | **Total stockholders' equity** | **$184,771** | **$156,601** | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) The statement of operations shows a significant shift to a **$25.2 million** net income in Q1 FY2026, primarily driven by a **$33.9 million** gain on intangible asset exchanges Statement of Operations Highlights (in thousands, except per share data) | Metric | Q1 FY2026 (ended Jun 30, 2025) | Q1 FY2025 (ended Jun 30, 2024) | | :--- | :--- | :--- | | Spectrum revenue | $1,418 | $1,525 | | Operating expenses | $13,806 | $16,630 | | Gain on exchange of intangible assets, net | ($33,916) | ($93) | | **Income (loss) from operations** | **$22,481** | **($15,012)** | | **Net income (loss)** | **$25,180** | **($15,524)** | | **Net income (loss) per share diluted** | **$1.35** | **($0.84)** | [Consolidated Statements of Cash Flows](index=5&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$3.1 million** in Q1 FY2026, contributing to a net decrease of **$6.4 million** in cash and restricted cash for the quarter Cash Flow Summary (in thousands) | Cash Flow Category | Q1 FY2026 (ended Jun 30, 2025) | Q1 FY2025 (ended Jun 30, 2024) | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,140) | ($2,361) | | Net cash used in investing activities | ($2,665) | ($5,400) | | Net cash used in financing activities | ($642) | ($1,071) | | **Net change in cash and cash equivalents and restricted cash** | **($6,447)** | **($8,832)** | Reconciliation of Cash and Restricted Cash (in thousands) | Account | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | Cash and cash equivalents | $41,432 | $47,374 | | Escrow deposits (Restricted Cash) | $7,145 | $7,650 | | **Total** | **$48,577** | **$55,024** | [Other Financial Information](index=8&type=section&id=Other%20Financial%20Information) Anterix reported no share repurchase activity in Q1 FY2026, with **$227.7 million** remaining under the authorized share repurchase program Share Repurchase Activity (in thousands, except per share data) | Metric | Q1 FY2026 (ended Jun 30, 2025) | Q1 FY2025 (ended Jun 30, 2024) | | :--- | :--- | :--- | | Number of shares repurchased | — | 63 | | Average price paid per share | $— | $32.47 | | Total cost to repurchase | $— | $2,027 | - As of June 30, 2025, **$227.7 million** is remaining under the share repurchase program[20](index=20&type=chunk) [Business Overview and Outlook](index=1&type=section&id=Business%20Overview%20and%20Outlook) Anterix leverages its 900 MHz spectrum to provide private wireless broadband for utilities, leading an ecosystem of over **125 members** to modernize the energy grid - Anterix's core business is centered on leveraging its position as the largest holder of licensed **900 MHz spectrum** to provide private wireless broadband solutions for modernizing utility grids[6](index=6&type=chunk) - The company's forward-looking statements highlight risks and uncertainties, including the timing of customer payments, ability to clear and commercialize spectrum, and competition, which could cause actual results to differ from expectations[7](index=7&type=chunk)[9](index=9&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) SmartKem, Inc. (Exact name of registrant as specified in its charter) | Delaware | | 85-1083654 | | | --- | --- | --- | --- | | (State or other jurisdiction of | | (I.R.S. Employer | | | incorporation or organization) | | Identification Number) | | | Manchester Technology Centre, Hexagon Tower. | | | | | Delaunays Road, Blackley | | | | | Manchester, M9 8GQ U.K. | | | | | (Address of Principal Exec ...

[PART I FINANCIAL INFORMATION](index=10&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=10&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements show a significant net loss, a decrease in cash, and substantial doubt about the company's ability to continue as a going concern Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $22,291 | $67,464 | | Total assets | $62,006 | $108,077 | | Total liabilities | $80,218 | $79,653 | | Accumulated deficit | $(466,934) | $(415,310) | | Total stockholders' equity (deficit) | $(18,212) | $28,424 | Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | $0 | $76 | | Research and development | $40,586 | $31,186 | | Selling, general and administrative | $10,252 | $13,374 | | Loss from operations | $(50,838) | $(44,527) | | Net loss | $(51,624) | $(20,551) | | Net loss per share, basic and diluted | $(1.05) | $(0.57) | - The Company has a history of operating losses, with an accumulated deficit of **$466.9 million** as of June 30, 2025[48](index=48&type=chunk) - Management has concluded that there is **substantial doubt about the Company's ability to continue as a going concern** within twelve months from the report's issuance date[48](index=48&type=chunk) - In August 2025, the Company completed an offering of common stock and warrants, receiving net proceeds of approximately **$20.7 million**[44](index=44&type=chunk)[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its focus on metabolic disease therapies, recent clinical progress, and a critical liquidity position that raises going concern doubts [Business Overview and Recent Developments](index=27&type=section&id=Business%20Overview%20and%20Recent%20Developments) The company is prioritizing its Revita program for post-GLP-1 weight maintenance and advancing its Rejuva gene therapy platform with a European regulatory submission - The company is prioritizing the **REMAIN-1 pivotal study** for Revita, which evaluates its potential to maintain weight loss after patients discontinue GLP-1 medication[105](index=105&type=chunk)[108](index=108&type=chunk) - Positive 3-month data from the REVEAL-1 Cohort of the REMAIN-1 study showed that **12 of 13 participants maintained or lost weight** after stopping GLP-1 therapy[116](index=116&type=chunk) - For the Rejuva platform, the company submitted the first module of a **Clinical Trial Application (CTA) in Europe** for its lead candidate RJVA-001[109](index=109&type=chunk)[122](index=122&type=chunk) - The company entered into a non-binding **Letter of Intent (LOI) with Bariendo Inc.** to evaluate a potential collaboration for using Revita as a post-GLP-1 weight maintenance intervention[124](index=124&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) The company generated no revenue in H1 2025, while a significant increase in R&D expenses drove a wider net loss compared to the prior year Comparison of Results for the Six Months Ended June 30 (in thousands) | Line Item | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $0 | $76 | $(76) | (100.0%) | | Research and development | $40,586 | $31,186 | $9,400 | 30.1% | | Selling, general and administrative | $10,252 | $13,374 | $(3,122) | (23.3%) | | Loss from operations | $(50,838) | $(44,527) | $(6,311) | 14.2% | | Net loss | $(51,624) | $(20,551) | $(31,073) | 151.2% | - The **$9.4 million increase in R&D expenses** for the six-month period was primarily driven by a $4.4 million increase in Revita-related clinical expenses and a $5.7 million increase in Rejuva-related development[147](index=147&type=chunk)[148](index=148&type=chunk) - The **$3.1 million decrease in SG&A expenses** for the six-month period was mainly due to a $3.7 million decrease in stock-based compensation[150](index=150&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is critically low, with existing cash insufficient to fund operations for the next twelve months despite recent financing efforts - As of June 30, 2025, the company had **$22.3 million in cash and cash equivalents**, which is not sufficient to fund the operating plan for at least twelve months[170](index=170&type=chunk) - The company raised approximately **$20.7 million in net proceeds** from its August 2025 Offering of common stock and warrants[166](index=166&type=chunk) - The company is subject to a **minimum liquidity covenant of $10.0 million** under its 2023 Notes agreement and will not be able to comply without additional financing[157](index=157&type=chunk)[170](index=170&type=chunk) Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(46,278) | $(30,448) | | Net cash used in investing activities | $(546) | $(1,319) | | Net cash provided by financing activities | $1,651 | $100,997 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to various market risks, with no material changes reported since the end of the 2024 fiscal year - The company is exposed to interest rate, credit, foreign currency, and inflation risk, with **no material changes to these risks reported** during the quarter[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of the quarter's end, with no material changes to internal controls - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were **effective at the reasonable assurance level**[194](index=194&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[195](index=195&type=chunk) [PART II OTHER INFORMATION](index=43&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently a party to any material legal proceedings - The company is **not subject to any material legal proceedings**[198](index=198&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) The company faces numerous significant risks, including its financial condition, regulatory hurdles, third-party reliance, competition, and intellectual property protection [Risks Related to Financial Condition and Capital Requirements](index=43&type=section&id=Risks%20Related%20to%20Our%20Financial%20Condition%20and%20Capital%20Requirements) The company has a history of significant losses and an urgent need for capital, creating substantial doubt about its ability to continue as a going concern - The company has a **limited operating history**, has not completed any pivotal clinical studies, and has no products approved for commercial sale in the United States[200](index=200&type=chunk) - The company has incurred significant net losses since inception, with an accumulated deficit of approximately **$466.9 million** as of June 30, 2025[203](index=203&type=chunk) - **Substantial doubt exists about the company's ability to continue as a going concern**, as existing cash is not sufficient to fund operations for at least twelve months[210](index=210&type=chunk) [Risks Related to Development, Regulatory Approval and Commercialization](index=51&type=section&id=Risks%20Related%20to%20Development,%20Regulatory%20Approval%20and%20Commercialization) The company faces a lengthy and unpredictable regulatory approval process for its product candidates, with uncertain clinical outcomes and reimbursement challenges - The **regulatory approval process** for medical devices and biopharmaceutical products is lengthy, time-consuming, and inherently unpredictable[230](index=230&type=chunk) - Clinical studies are expensive, difficult to design, and have **uncertain outcomes**, with the potential for substantial delays[243](index=243&type=chunk) - The company's Rejuva gene therapy candidates are expected to be regulated as a **combination product**, which may add complexity to regulatory approval[274](index=274&type=chunk) - Commercial success depends on obtaining **adequate coverage and reimbursement** from third-party payors, which is uncertain[269](index=269&type=chunk) [Risks Related to Business and Strategy](index=69&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Strategy) The business is substantially dependent on its two lead candidates and faces significant challenges in gaining market acceptance and competing with established firms - The company is **substantially dependent on the success of its lead product candidates**, Revita and Rejuva[299](index=299&type=chunk) - The medical device and biopharmaceutical markets are highly competitive, and the company faces **significant competition from larger companies** with greater resources[323](index=323&type=chunk) - **Market acceptance of the company's products is not guaranteed** and depends on convincing physicians, hospitals, and payors of their benefits[313](index=313&type=chunk) [Risks Related to Manufacturing](index=82&type=section&id=Risks%20Related%20to%20Manufacturing) The company relies on third-party and sole-source suppliers for manufacturing, creating supply chain risks, and concentrates its operations in a single facility - The company **relies on third-party manufacturers** for components and materials, increasing the risk of supply shortages and cost issues[355](index=355&type=chunk) - The company **depends on third-party sole-source suppliers** for certain Revita components, and an interruption could materially harm the business[364](index=364&type=chunk) - The company's research, development, and manufacturing operations are conducted in a **single facility**, making it vulnerable to disasters or other interruptions[369](index=369&type=chunk) [Risks Related to Intellectual Property](index=95&type=section&id=Risks%20Related%20to%20Intellectual%20Property) The company's success depends on its ability to obtain and defend its intellectual property amid an uncertain patent process and litigation risks - The company's ability to commercialize its products depends on its ability to **obtain and maintain patent protection**, which is uncertain[409](index=409&type=chunk) - The company may face **intellectual property litigation**, which is expensive and time-consuming, and could require obtaining licenses on unfavorable terms[424](index=424&type=chunk)[431](index=431&type=chunk) - If the company is unable to **protect the confidentiality of its trade secrets**, its business and competitive position may be harmed[445](index=445&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=122&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities and confirms no material change in the intended use of its IPO proceeds - There were **no unregistered sales of equity securities** in the reporting period[511](index=511&type=chunk) - There has been **no material change in the planned use of proceeds** from the company's IPO[513](index=513&type=chunk) [Item 5. Other Information](index=122&type=section&id=Item%205.%20Other%20Information) An executive officer adopted a Rule 10b5-1 trading plan during the quarter for the potential sale of company stock - On May 28, 2025, Jay Caplan, President and Chief Product Officer, adopted a **Rule 10b5-1 trading arrangement** for the sale of up to 169,173 shares of common stock[520](index=520&type=chunk)

Exhibit 99.1 ● Revenue: $8.2 million; 59% YoY increase ● Net Income: $13.4 million ● Adjusted EBITDA 2 (Loss): ($4.7) million ● Earnings Per Share: $0.28 per share ● Adjusted EBITDA (Loss) Per Share 2 : ($0.10) per share ● Bitcoin Investment Treasury Holdings: 1,492 Bitcoin; $160 million value as of 6/30/2025 Fold Holdings, Inc. (NASDAQ: FLD) Announces Second Quarter 2025 Results Revenue: $8.2 million, 59% YoY increase Net Income: $13.4 million New accounts up over 233% YoY and transaction volumes up 124% Y ...

Exhibit 99.1 Fold Holdings, Inc. (NASDAQ: FLD) Announces Second Quarter 2025 Results Revenue: $8.2 million, 59% YoY increase Net Income: $13.4 million New accounts up over 233% YoY and transaction volumes up 124% YoY Successfully secured $250 million equity purchase facility 1 Bitcoin Investment Treasury Holdings: 1,492 BTC PHOENIX – August 12, 2025 Fold Holdings, Inc. (NASDAQ: FLD) ("Fold"), the first publicly traded bitcoin financial services company, today announced financial results for the second quart ...

Exhibit 99.1 Fold Holdings, Inc. (NASDAQ: FLD) Announces Second Quarter 2025 Results Financial Highlights Key Operating Metricse CEO Commentary "We are pleased to report another strong quarter, with revenues for the second quarter increasing by 59% versus a year ago, while core KPIs such as Active Accounts and Transaction Volumes continued to expand", said Fold Chairman and CEO, Will Reeves. "Building on our successful public listing and the momentum from our first quarter, we have continued to execute on o ...