What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-06 compared with 2025-10-02 · 109 added, 90 removed, 111 unchanged (64% of the section changed)

42 unchanged sentences

In evaluating the operating performance of our business, management focuses on company-wide and segment revenue and gross margin and company-wide operating income, earnings per share and cash flow from operations.

A summary of these key financial metrics for the three months ended August 31, 2025 compared to the three months ended August 31, 2024 are as follows:

Three months ended August 31, 2025:

A summary of these key financial metrics for the three and six months ended November 30, 2025 compared to the three and six months ended November 30, 2024 are as follows:

Three months ended November 30, 2025:

• Revenue increased by 9.0% to $79.4 million

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• Gross margin increased 160 bps to 56.4%

• Med Tech gross margin decreased 110 bps to 62.2% and Med Device gross margin increased 120 bps to 49.3%

• Net loss decreased by $1.9 million to $10.9 million

• Med Tech gross margin increased 160 bps to 65.3% and Med Device gross margin increased 120 bps to 49.1%

• Net loss decreased by $4.4 million to a loss of $6.4 million

• Loss per share decreased by $0.11 to $0.15

Our Med Tech revenue, comprised of Auryon, the thrombus management platform and NanoKnife, grew 26.1% in the first quarter of fiscal year 2026 driven by Auryon, NanoKnife and the thrombus management products.

Our Med Device revenue grew by 2.3% in the first quarter of fiscal year 2026 driven by growth in the Core and Venous product lines which was partially offset by softness in the Ports and Microwave product lines.

Six months ended November 30, 2025:

• Revenue increased by 10.6% to $155.1 million

• Med Tech and Med Device growth of 19.1% and 4.2%, respectively

• Gross margin increased 120 bps to 55.8%

• Med Tech gross margin increased 20 bps to 63.7% and Med Device gross margin increased 120 bps to 49.2%

• Net loss decreased by $6.3 million to a loss of $17.3 million

• Loss per share decreased by $0.16 to $0.42

Our Med Tech revenue, comprised of Auryon, the thrombus management platform and NanoKnife, grew 13.0% in the second quarter of fiscal year 2026 driven by Auryon, NanoKnife and the thrombus management products.

Our Med Device revenue grew by 6.0% in the second quarter of fiscal year 2026 driven by growth in the Core, Ports and Venous product lines which was partially offset by softness in the Oncology product lines.

Results of Operations

For the three months ended August 31, 2025, the Company reported net loss of $10.9 million, or diluted loss per share of $0.26, on net sales of $75.7 million, compared with a net loss of $12.8 million, or diluted loss per share of $0.31, on net sales of $67.5 million during the same quarter of the prior year.

For the three months ended November 30, 2025, the Company reported net loss of $6.4 million, or diluted loss per share of $0.15, on net sales of $79.4 million, compared with a net loss of $10.7 million, or diluted loss per share of $0.26, on net sales of $72.8 million during the same quarter of the prior year.

For the six months ended November 30, 2025, the Company reported net loss of $17.3 million, or diluted loss per share of $0.42, on net sales of $155.1 million, compared with a net loss of $23.5 million, or diluted loss per share of $0.58, on net sales of $140.3 million during the same quarter of the prior year.

Net sales - Net sales are derived from the sale of products and related freight charges, less discounts, rebates and returns.

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024 $ Change

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Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 $ Change Nov 30, 2025 Nov 30, 2024 $ Change

Med Tech $ 35,653 $ 31,554 $ 4,099 $ 70,914 $ 59,523 $ 11,391

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Total $ 79,433 $ 72,845 $ 6,588 $ 155,144 $ 140,336 $ 14,808

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Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024 $ Change

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 $ Change Nov 30, 2025 Nov 30, 2024 $ Change

United States $ 67,594 $ 62,678 $ 4,916 $ 134,050 $ 122,159 $ 11,891

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Total $ 79,433 $ 72,845 $ 6,588 $ 155,144 $ 140,336 $ 14,808

For the three months ended August 31, 2025, net sales increased $8.2 million to $75.7 million compared to the same period in the prior year.

At August 31, 2025, the Company had a backlog of $0.4 million.

The Med Tec h segment net sales increased $7.3 million fo r the three months ended August 31, 2025 compared to the same period in the prior year.

The change in sales from the prior year was primarily driven by:

• Increased Auryon sales of $2.7 million;

• Increased sales of the thrombus management platform of $3.2 million, which was driven by an increase in AngioVac and AlphaVac sales of $3.3 million and was partially offset by a decrease in thrombolytic sales of $0.1 million;

• Increased NanoKnife sales of $1.4 million, which was driven by increased disposable sales.

The Me d Device segment net sales increased $0.9 million for the three months ended August 31, 2025 compared to the same period in the prior year.

For the three months ended November 30, 2025, net sales increased $6.6 million to $79.4 million compared to the same period in the prior year.

For the six months ended November 30, 2025, net sales increased $14.8 million to $155.1 million compared to the same period in the prior year.

At November 30, 2025, the Company had a backlog of $0.4 million.

The Med Tec h segment net sales increased $4.1 million and $11.4 million fo r the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively.

The change for both periods was primarily driven by:

• Increased Auryon sales of $2.6 million and $5.3 million, respectively;

• Increased sales of the thrombus management platform of $0.2 million and $3.4 million, respectively.

For the three months ended November 30, 2025, this was driven by an increase in AlphaVac sales of $1.0 million and was partially offset by a decrease in AngioVac sales of $0.6 million and thrombolytic sales of $0.2 million.

For the six months ended November 30, 2025, this was driven by an increase in AngioVac and AlphaVac sales of $3.7 million and was partially offset by a decrease in thrombolytic sales of $0.3 million;

• Increased NanoKnife sales of $1.3 million and $2.7 million, respectively, which was driven by increased disposable and capital sales.

The Me d Device segment net sales increased $2.5 million and $3.4 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively.

The backlog, which primarily impacted sales of Core products, was $0.4 million.

The change in sales from the prior year was primarily driven by:

• Increased sales of Venous, Core and Oncology products of $0.7 million, $1.0 million and $0.2 million, respectively, which was partially offset by decreased sales of Ports and Microwave of $0.7 million and $0.2 million, respectively.

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024 $ Change

The change for both periods was primarily driven by:

• Increased sales of Core, Venous and Port products of $1.0 million, $0.9 million and $0.6 million, respectively, which was partially offset by decreased sales of Oncology products of $0.1 million for the three months ended November 30, 2025 .

• Increased sales of Core and Venous products of $1.9 million and $1.5 million, respectively, which was partially offset by decreased sales of Ports and Microwave products of $0.1 million and $0.2 million, respectively, for the six months ended November 30, 2025 .

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Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 $ Change Nov 30, 2025 Nov 30, 2024 $ Change

Med Tech $ 23,286 $ 20,113 $ 3,173 $ 45,207 $ 37,810 $ 7,397

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Gross margin - Gross margin consists of net sales less the cost of goods sold, which includes the costs of materials, products purchased from third parties and sold by us, manufacturing personnel, royalties, freight, business insurance, depreciation of property and equipment and other manufacturing overhead, exclusive of intangible amortization.

Total Company gross margin increased by $5.1 million for the three months ended August 31, 2025 compared to the same period in the prior year.

The change from the prior year was primarily driven by:

• Sales volume, price and product mix, which positively impacted gross margin by $6.6 million;

• Benefits from product lines transitioned to third-party manufacturing, which positively impacted gross margin by $0.7 million;

• Productivity and other incentives, which positively impacted gross margin $0.3 million;

• Tariffs, which negatively impacted gross margin by $1.7 million;

• Production volume, which negatively impacted gross margin by $0.3 million;

• Incremental depreciation on placement units of $0.6 million.

The Med Tech segment gross margin increased by $4.2 million for the three months ended August 31, 2025 compared to the same period in the prior year.

The change from the prior year was primarily driven by:

• Sales volume, production volume and price, which positively impacted gross margin by $6.5 million;

• Tariffs, which negatively impacted gross margin by $0.5 million;

Total Company gross margin increased by $4.9 million and $10.0 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively.

The change for both periods was primarily driven by:

• Sales volume, price and product mix, which positively impacted gross margin by $5.4 million and $12.0 million, respectively, which includes sales to a new distributor which positively impacted gross margin by $1.5 million for both periods;

• Benefits from product lines transitioned to third-party manufacturers along with other incentives, which positively impacted gross margin by $1.4 million and $2.8 million, respectively;

• Tariffs, which negatively impacted gross margin by $1.3 million and $3.0 million, respectively;

• Inflation and other operations costs, which negatively impacted gross margin by $0.5 million and $0.9 million, respectively;

• Incremental depreciation on placement units of $0.2 million and $0.8 million, respectively.

The Med Tech segment gross margin increased by $3.2 million and $7.4 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively.

The change for both periods was primarily driven by:

• Sales volume and price, which positively impacted gross margin by $3.6 million and $9.7 million, respectively, which includes sales to a new distributor which positively impacted gross margin by $1.0 million for both periods;

• Benefits from product lines transitioned to third-party manufacturers along with other incentives, which positively impacted gross margin by $0.4 million and $0.2 million, respectively;

• Inflation and other operations costs, which positively impacted gross margin by $0.4 million for the six months ended November 30, 2025;

• Tariffs, which negatively impacted gross margin by $0.4 million for the six months ended November 30, 2025;

• Product mix, which negatively impacted gross margin by $0.3 million and $1.3 million, respectively;

• Incremental depreciation on placement units of $0.6 million and $1.3 million, respectively.

The Med Device segment gross margin increased by $1.7 million and $2.6 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively.

The change for both periods was primarily driven by:

• Sales volume, price and product mix, which positively impacted gross margin by $2.2 million and $3.6 million, respectively, which includes sales to a new distributor which positively impacted gross margin by $0.5 million for both periods;

• Benefits from product lines transitioned to third-party manufacturers, which positively impacted gross margin by $1.0 million and $2.6 million, respectively;

• Tariffs, which negatively impacted gross margin by $1.4 million and $2.6 million, respectively;

• Production volume and other incentives, which negatively impacted gross margin by $0.3 million for the six months ended November 30, 2025;

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• Product mix and other incentives, which negatively impacted gross margin by $1.0 million;

• Incremental depreciation on placement units of $0.7 million.

The Med Device segment gross margin increased by $0.9 million for the three months ended August 31, 2025 compared to the same period in the prior year.

The change from the prior year was primarily driven by:

• Price and product mix, which positively impacted gross margin by $2.0 million;

• Benefits from product lines transitioned to third-party manufacturing, which positively impacted gross margin by $0.7 million;

• Productivity and other incentives, which positively impacted gross margin by $0.3 million;

• Tariffs, which negatively impacted gross margin by $1.1 million;

• Sales volume and production volume, which negatively impacted gross margin by $1.1 million;

• A decrease in incremental depreciation on placement units of $0.2 million.

• Inflation and other operations costs, which negatively impacted gross margin by $0.4 million and $1.1 million, respectively;

• A decrease in incremental depreciation on placement units of $0.4 million and $0.5 million, respectively.

Operating Expenses and Other Income (Expense)

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024 $ Change

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 $ Change Nov 30, 2025 Nov 30, 2024 $ Change

Research and development $ 7,768 $ 6,434 $ 1,334 $ 14,185 $ 12,719 $ 1,466

5 unchanged sentences

Research and development expense - R&D expense includes internal and external costs to develop new products, enhance existing products, validate new and enhanced products, and manage clinical, regulatory and medical affairs.

R& D expense increased $0.1 million for the three months ended August 31, 2025 compared to the same period in the prior year .

The change from the prior year was primarily driven by:

• Compensation and benefits expenses, which increased $0.1 million.

R& D expense increased $1.3 million and $1.5 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively .

The change for both periods was primarily driven by:

• The timing of certain projects and clinical spend associated with ongoing clinical trials, which increased by $1.4 million for both periods;

• Compensation and benefits expenses, which increased $0.1 million for the six months ended November 30, 2025.

Sales and marketing expense - Sales and marketing (“S&M”) expense consists primarily of salaries, commissions, travel and related business expenses, attendance at medical society meetings, product promotions and marketing activities.

S&M expense increased $2.5 million for the three months ending August 31, 2025 compared to the same period in the prior year.

The change from the prior year was primarily driven by:

• Compensation and benefits expense, which increased by $1.8 million;

• Consulting and other selling expenses, which increased $0.6 million;

• Trade shows, subscriptions and other marketing expenses, which increased $0.1 million.

S&M expense increased $1.1 million and $3.6 million for the three and six months ending November 30, 2025 compared to the same period in the prior year, respectively.

The change for both periods was primarily driven by:

• Compensation and benefits expense, which increased by $0.3 million and $2.1 million, respectively;

• Consulting and other selling expenses, which increased $0.4 million and $1.0 million, respectively;

• Trade shows, subscriptions and other marketing expenses, which increased $0.4 million and $0.5 million, respectively.

General and administrative expense - General and administrative (“G&A”) expense includes executive management, finance, information technology, human resources, business development, legal, and the administrative and professional costs associated with those activities.

G&A e xpense increased $1.6 million for th e three months ended August 31, 2025 compared to the same period in the prior year.

The change from the prior year was primarily driven by:

• Compensation and benefits expenses, which increased $2.3 million;

• Other outside consultant spend, which decreased $0.3 million;

• Depreciation and other corporate expenses, which decreased $0.4 million.

G&A e xpense decreased $0.2 million and increased $1.3 million for th e three and six months ended November 30, 2025 compared to the same period in the prior year, respectively.

The change for both periods was primarily driven by:

• Compensation and benefits expenses, which increased $0.9 million and $3.2 million, respectively;

• Other outside consultant spend, which decreased $1.0 million and $1.4 million, respectively;

• Depreciation and other corporate expenses, which decreased $0.2 million and $0.5 million, respectively.

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Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024 $ Change

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 $ Change Nov 30, 2025 Nov 30, 2024 $ Change

Amortization of intangibles $ 2,643 $ 2,562 $ 81 $ 5,296 $ 5,132 $ 164

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Amortization of intangibles - Represents the amount of amortization expense that was taken on intangibles assets held by the Company.

• Amortization expense remained consistent with the same period in the prior year.

• Amortization expense remained consistent for the three and six months ended November 30, 2025 compared to the same period in the prior year.

Change in fair value of contingent consideration - Represents changes in contingent consideration driven by changes to estimated future payments on earn-out liabilities created through acquisitions and amortization of present value discounts on long-term contingent consideration.

• The change in the fair value for the three months ended August 31, 2025 is related to the Eximo contingent consideration.

• The change in the fair value for the three and six months ended November 30, 2025 is related to the Eximo contingent consideration.

The final milestone associated with the contingent consideration was reached during the third quarter of fiscal year 2025 and was paid during the fourth quarter of fiscal year 2025.

Acquisition, restructuring and other items, net - Represents costs associated with mergers and acquisitions, restructuring expenses, legal costs that are related to litigation that is not in the ordinary course of business, legal settlements and other one-time items.

Acquisition, restructuring and other item s, net, decreased by $1.6 million for the three months ended August 31, 2025, compared to the same period in the prior year.

The change from the prior year was primarily driven by:

• Legal expense, related to litigation that is outside of the normal course of business, which decreased $0.3 million;

• Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024, which decreased $1.2 million;

Acquisition, restructuring and other item s, net, decreased by $2.2 million and $3.8 million for the three and six months ended November 30, 2025, compared to the same period in the prior year.

The change for both periods was primarily driven by:

• Legal expense, related to litigation that is outside of the normal course of business, which increased $1.4 million and $1.3 million, respectively;

• Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024, which decreased $2.7 million and $4.0 million, respectively;

• Mergers and acquisition expense, which decreased $0.7 million for both periods;

• Transaction services agreements that were entered into as a result of the divestiture of the PICCs, Midline, dialysis and BioSentry businesses.

The decrease in the fees invoiced was $0.2 million;

• Other expenses, mainly severance associated with organizational changes, which decreased $0.2 million.

The increase in the fees invoiced was $0.2 million for the three months ended November 30, 2025.

The fees invoiced remained consistent for the six months ended November 30, 2025;

• Other expenses, mainly severance associated with organizational changes, remained consistent for the three months ended November 30, 2025 and decreased $0.3 million for the six months ended November 30, 2025.

Other expense, net - Other expenses include interest expense, foreign currency impacts and bank fees.

• The change in other expe nse of $0.6 million for the three months ended August 31, 2025, compared to the same period in the prior year , is primarily due to de creased interest income of $0.6 million.

Income Tax Benefit

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024

• The change in other expe nse of $0.5 million and $1.1 million for the three and six months ended November 30, 2025, compared to the same period in the prior year , respectively, is primarily due to de creased interest income of $0.2 million and $0.6 million and increased interest expense of $0.2 million and $0.4 million, respectively.

This was partially offset by unrealized foreign currency fluctuations of $0.1 million for both periods.

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Income Tax Benefit

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 Nov 30, 2025 Nov 30, 2024

Income tax expense (benefit) $ (5) $ (110) $ 60 $ 23

Effective tax rate including discrete items 0.1 % 1.0 % (0.3) % (0.1) %

Our effective tax rate including discrete items for the three months ended August 31, 2025 and August 31, 2024 was (0.6)% and (1.1)%, respectively.

Our effective tax rate including discrete items for the three months ended November 30, 2025 and November 30, 2024 was 0.1% and 1.0%, respectively.

Our effective tax rate including discrete items for the six months ended November 30, 2025 and November 30, 2024 was (0.3)% and (0.1)%, respectively.

In fiscal year 2026, the Company’s effective tax rate differs from the U.S.

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We regularly review our liquidity and anticipated capital requirements and we believe that our current cash on hand provides sufficient liquidity to meet our anticipated needs for capital for at least the next 12 months.

Our cash and cash equivalents totaled $38.8 million as of August 31, 2025, compared with $55.9 million as of May 31, 2025.

As of August 31, 2025 and May 31, 2025 the Company did not have any outstanding debt.

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Our cash and cash equivalents totaled $41.6 million as of November 30, 2025, compared with $55.9 million as of May 31, 2025.

As of November 30, 2025 and May 31, 2025 the Company did not have any outstanding debt.

The table below summarizes our cash flows:

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024

Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024

Cash provided by (used in):

4 unchanged sentences

Net change in cash and cash equivalents $ (14,255) $ (21,967)

During the quarters ended August 31, 2025 and 2024, cash flows consisted of the following:

During the six months ended November 30, 2025 and 2024, cash flows consisted of the following:

Cash used in operating activities

Three months ended August 31, 2025 and 2024:

Six months ended November 30, 2025 and 2024:

• Net loss of $17.3 million and $23.5 million, respectively, plus the non-cash items, primarily driven by depreciation and amortization and stock based compensation, along with the changes in working capital below, contributed to cash used in operations of $11.3 million and $15.8 million, respectively, for these periods.

• For the period ended August 31, 2025, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $10.7 million, along with increased in ventory and prepaid expenses of $0.2 million and $5.5 million, respectively.

This was partially offset by decreased accounts rec eivable of $0.1 million .

• For the period ended August 31, 2024, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $15.0 million, along with increased inventory and prepaid expenses of $4.1 million and $0.8 million, respectively.

• For the period ended November 30, 2025, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $7.5 million, along with increased accounts receivable, in ventory and prepaid expenses of $1.4 million, $3.5 million and $2.3 million, respectively.

• For the period ended November 30, 2024, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $7.5 million, along with increased inventory and prepaid expenses of $5.3 million and $0.1 million, respectively.

This was partially offset by decreased accounts rec eivable of $0.1 million .

Cash used in investing activities

Three months ended August 31, 2025 and 2024:

Six months ended November 30, 2025 and 2024:

• $1.2 million and $1.9 million, respectively, of cash was used for fixed asset additions;

1 unchanged sentence

Cash provided by (used in) financing activities

Three months ended August 31, 2025 and 2024:

• $0.1 million of principal payments on the financing arrangements in the first quarter of fiscal year 2026;

• $0.2 million of proceeds from stock option and ESPP activity in the first quarter of fiscal year 2026;

Six months ended November 30, 2025 and 2024:

• $0.2 million of principal payments on the financing arrangements during fiscal year 2026;

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• $0.2 million of proceeds from stock option and ESPP activity during fiscal year 2026;

• $1.7 million of cash was used for the repurchase of commons shares in the first quarter of fiscal year 2025.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis