ANGIODYNAMICS INC 10-Q

Item 1. Financial Statements. AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands of dollars, except per share data) Three Months Ended Aug 31, 2025 Aug 31, 2024 Net sales $ 75,711 $ 67,491 Cost of sales (exclusive of intangible amortization) 33,854 30,767 Gross margin 41,857 36,724 Operating expenses: Research and development 6,417 6,285 Sales and marketing 28,130 25,605 General and administrative 12,555 10,975 Amortization of intangibles 2,653 2,570 Change in fair value of contingent consideration — 76 Acquisition, restructuring and other items, net 2,758 4,311 Total operating expenses 52,513 49,822 Operating loss ( 10,656 ) ( 13,098 ) Other expense: Interest income (expense), net ( 4 ) 606 Other expense, net ( 178 ) ( 173 ) Total other income (expense), net ( 182 ) 433 Loss before income tax benefit ( 10,838 ) ( 12,665 ) Income tax expense 65 133 Net loss $ ( 10,903 ) $ ( 12,798 ) Loss per share Basic $ ( 0.26 ) $ ( 0.31 ) Diluted $ ( 0.26 ) $ ( 0.31 ) Weighted average shares outstanding Basic 41,174 40,653 Diluted 41,174 40,653 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Content AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (in thousands of dollars) Three Months Ended Aug 31, 2025 Aug 31, 2024 Net loss $ ( 10,903 ) $ ( 12,798 ) Other comprehensive income, before tax: Foreign currency translation gain 2,084 1,098 Other comprehensive income, before tax 2,084 1,098 Income tax expense related to items of other comprehensive loss — — Other comprehensive income, net of tax 2,084 1,098 Total comprehensive loss, net of tax $ ( 8,819 ) $ ( 11,700 ) The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Content AngioDynamics, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands of dollars, except share data) Aug 31, 2025 May 31, 2025 Assets Current assets Cash and cash equivalents $ 38,762 $ 55,893 Accounts receivable, net of allowances of $ 2,155 and $ 2,215 respectively 42,643 42,890 Inventories 62,255 62,006 Prepaid expenses and other 12,996 7,535 Total current assets 156,656 168,324 Property, plant and equipment, net 31,066 32,300 Intangible assets, net 68,380 69,116 Other assets 9,540 10,404 Total assets $ 265,642 $ 280,144 Liabilities and stockholders' equity Current liabilities Accounts payable $ 31,882 $ 33,291 Accrued liabilities 27,657 35,518 Other current liabilities 8,743 7,388 Total current liabilities 68,282 76,197 Deferred income taxes 4,268 4,073 Other long-term liabilities 14,237 16,904 Total liabilities 86,787 97,174 Commitments and contingencies (Note 14) Stockholders' equity Preferred stock, par value $ 0.01 per share, 5,000,000 shares authorized; no shares issued and outstanding — — Common stock, par value $ 0.01 per share, 75,000,000 shares authorized; 42,060,629 and 41,607,877 shares issued and 41,446,782 and 40,994,030 shares outstanding at August 31, 2025 and May 31, 2025, respectively 386 385 Additional paid-in capital 625,889 621,186 Accumulated deficit ( 440,100 ) ( 429,197 ) Treasury stock, 613,847 and 613,847 shares at August 31, 2025 and May 31, 2025, respectively ( 7,381 ) ( 7,381 ) Accumulated other comprehensive income (loss) 61 ( 2,023 ) Total Stockholders’ Equity 178,855 182,970 Total Liabilities and Stockholders' Equity $ 265,642 $ 280,144 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Content AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands of dollars) Three Months Ended Aug 31, 2025 Aug 31, 2024 Cash flows from operating activities: Net loss $ ( 10,903 ) $ ( 12,798 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 6,020 6,785 Non-cash lease expense 445 494 Stock based compensation 4,470 3,205 Change in fair value of contingent consideration — 76 Deferred income taxes ( 16 ) ( 339 ) Change in accounts receivable allowances 108 270 Fixed and intangible asset impairments and disposals ( 27 ) 20 Other 264 121 Changes in operating assets and liabilities: Accounts receivable 139 3,784 Inventories ( 192 ) ( 4,053 ) Prepaid expenses and other ( 5,525 ) ( 836 ) Accounts payable, accrued and other liabilities ( 10,697 ) ( 14,982 ) Net cash used in operating activities ( 15,914 ) ( 18,253 ) Cash flows from investing activities: Additions to property, plant and equipment ( 731 ) ( 1,092 ) Additions to placement and evaluation units ( 820 ) ( 1,313 ) Net cash used in investing activities ( 1,551 ) ( 2,405 ) Cash flows from financing activities: Principal payments on financing arrangement ( 91 ) — Repurchase of common stock — ( 552 ) Proceeds from exercise of stock options and employee stock purchase plan 234 43 Net cash provided by (used in) financing activities 143 ( 509 ) Effect of exchange rate changes on cash and cash equivalents 191 116 Decrease in cash and cash equivalents ( 17,131 ) ( 21,051 ) Cash and cash equivalents at beginning of period 55,893 76,056 Cash and cash equivalents at end of period $ 38,762 $ 55,005 Supplemental disclosure of non-cash investing and financing activities: Accrual for capital expenditures incurred during the period $ ( 94 ) $ ( 32 ) The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Content AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited) (in thousands of dollars, except share data) Common Stock Additional paid in capital Accumulated deficit Accumulated other comprehensive income (loss) Treasury Stock Shares Amount Shares Amount Total Balance at May 31, 2025 41,607,877 $ 385 $ 621,186 $ ( 429,197 ) $ ( 2,023 ) ( 613,847 ) $ ( 7,381 ) $ 182,970 Net loss ( 10,903 ) ( 10,903 ) Issuance/Cancellation of restricted stock units 362,859 ( 478 ) ( 478 ) Purchases of common stock under ESPP 89,893 1 711 712 Stock-based compensation 4,470 4,470 Other comprehensive income, net of tax 2,084 2,084 Balance at August 31, 2025 42,060,629 $ 386 $ 625,889 $ ( 440,100 ) $ 61 ( 613,847 ) $ ( 7,381 ) $ 178,855 Common Stock Additional paid in capital Accumulated deficit Accumulated other comprehensive loss Treasury Stock Shares Amount Shares Amount Total Balance at May 31, 2024 40,801,597 $ 385 $ 610,484 $ ( 395,204 ) $ ( 4,365 ) ( 370,000 ) $ ( 5,714 ) $ 205,586 Net loss ( 12,798 ) ( 12,798 ) Issuance/Cancellation of restricted stock units 432,144 ( 321 ) ( 321 ) Issuance/Cancellation of performance share units 60,731 ( 347 ) ( 347 ) Purchases of common stock under ESPP 151,918 2 709 711 Stock-based compensation 3,205 3,205 Common stock repurchased ( 1 ) ( 72,141 ) $ ( 551 ) ( 552 ) Other comprehensive income, net of tax 1,098 1,098 Balance at August 31, 2024 41,446,390 $ 386 $ 613,730 $ ( 408,002 ) $ ( 3,267 ) ( 442,141 ) $ ( 6,265 ) $ 196,582 The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Content AngioDynamics, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three months ended August 31, 2025 and 2024, the Consolidated Balance Sheet as of August 31, 2025, the Consolidated Statements of Cash Flows for the three months ended August 31, 2025 and 2024, and the Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2025 and 2024 have been prepared by the Company and are unaudited. The Consolidated Balance Sheet as of May 31, 2025 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended August 31, 2025 (and for all periods presented) have been made. The unaudited interim consolidated financial statements for the three months ended August 31, 2025 and 2024 include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries (collectively, the "Company", "we", "our" or "us"). All intercompany balances and transactions have been eliminated. 2. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue Recognition Under ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has one primary revenue stream which is the sales of its products. Disaggregation of Revenue The following table summarizes net sales by Med Tech, Med Device and by geography: Three Months Ended August 31, 2025 Three Months Ended August 31, 2024 (in thousands) United States International Total United States International Total Net sales Med Tech $ 31,374 $ 3,887 $ 35,261 $ 24,889 $ 3,080 $ 27,969 Med Device 35,082 5,368 40,450 34,592 4,930 39,522 Total $ 66,456 $ 9,255 $ 75,711 $ 59,481 $ 8,010 $ 67,491 Net Product Revenue The Company's products consist of medical technology products focused on restoring healthy blood flow in the body's vascular system, expanding cancer treatment options and improving quality of life for patients. The Company's products are generally used in minimally invasive, image-guided procedures. Most of the Company's products are intended to be used once and then discarded, or they may be implanted for short or long term use. The Company sells its products to its distributors and to end users, such as interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses. Contracts and Performance Obligations The Company contracts with its customers based on customer purchase orders, which in many cases are governed by master purchasing agreements. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. 8 Table of Content Transaction Price and Allocation to Performance Obligations Transaction prices of products are typically based on contracted rates. Product revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer, net of any variable consideration as described below. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products underlying each performance obligation. The Company has standard pricing for its products and determines standalone selling prices based on the price at which the performance obligation is sold separately. Revenue Recognition Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the shipping terms of a contract. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. The Company enters into agreements to place placement and evaluation units (“units”) at customer sites, but the Company retains title to the units. For the duration of these agreements the customer has the right to use the unit at no upfront charge in connection with the customer’s ongoing purchase of disposables. These types of agreements include an embedded operating lease for the right to use the units. In these arrangements, revenue recognized for the sale of the disposables is not allocated between the disposable revenue and lease revenue due to the insignificant value of the units in relation to the total agreement value. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Variable Consideration Reserves: Revenue from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, product returns, rebates and allowances that are offered within contracts between the Company and its customers. The Company generally offers customers a limited right of return. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20 % restocking charge. To be accepted, a returned product must be unadulterated, undamaged and have at least twelve months remaining prior to its expiration date. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls. Discounts and product returns are based on amounts earned or to be claimed on the related sales and are classified as a contra asset. During the three months ended August 31, 2025 and 2024, such product returns were not material. The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. The Company establishes reserves for such amounts, which is included in "Accrued liabilities" in the accompanying Consolidated Balance Sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes. The Company is also required to pay administrative fees to group purchasing organizations. Contract Balances with Customers A receivable is generally recognized in the period the Company ships the product. Payment terms on invoiced amounts are based on contractual terms with each customer and generally coincide with revenue recognition. Accordingly, the Company does not have any contract assets associated with the future right to invoice its customers. In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included in deferred revenue in "Accrued liabilities" in the accompanying Consolidated Balance Sheets. 9 Table of Content The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: (in thousands) Aug 31, 2025 May 31, 2025 Receivables $ 42,643 $ 42,890 Contract assets $ — $ — Contract liabilities $ 320 $ 277 During the three months ended August 31, 2025, the Company had additions to contract liabilities of $ 0.1 million. This was offset by $ 0.1 million in revenue that was recognized during the three months ended August 31, 2025. Costs to Obtain or Fulfill a Customer Contract Under ASC 606, the Company may recognize an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs, associated with the distribution of finished products to customers, are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer. Amounts charged to customers for shipping and handling are recorded in net sales. 3. INVENTORIES Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following: (in thousands) Aug 31, 2025 May 31, 2025 Raw materials $ 25,928 $ 27,497 Work in process 9,404 7,509 Finished goods 26,923 27,000 Inventories $ 62,255 $ 62,006 The Company periodically reviews inventory for both obsolescence and loss of value. The Company makes assumptions about the future demand for and market value of the inventory. Based on these assumptions, the Company estimates the amount of obsolete, expiring and slow-moving inventory. The total inventory reserve at August 31, 2025 and May 31, 2025 was $ 4.6 million and $ 4.4 million, respectively. 4. INTANGIBLE ASSETS Definite Lived Intangible Assets Intangible assets are amortized over their estimated useful lives on a straight-line basis. Useful lives range from two to eighteen years . The Company periodically reviews, and adjusts, if necessary, the estimated useful lives of its intangible assets and reviews such assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset groups may not be recoverable. If an intangible asset or asset group is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset. 10 Table of Content Intangible assets consisted of the following: Aug 31, 2025 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 181,785 $ ( 116,374 ) $ 65,411 Customer relationships 7,749 ( 4,915 ) 2,834 Trademarks 2,100 ( 2,095 ) 5 Licenses 3,837 ( 3,707 ) 130 $ 195,471 $ ( 127,091 ) $ 68,380 May 31, 2025 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 178,673 $ ( 112,657 ) $ 66,016 Customer relationships 7,749 ( 4,802 ) 2,947 Trademarks 2,100 ( 2,081 ) 19 Licenses 3,837 ( 3,703 ) 134 $ 192,359 $ ( 123,243 ) $ 69,116 Amortization expense for the three months ended August 31, 2025 and 2024 was $ 2.7 million and $ 2.6 million, respectively. Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows: (in thousands) Remainder of 2026 $ 7,837 2027 10,419 2028 10,370 2029 10,272 2030 10,259 2031 and thereafter 19,223 $ 68,380 5. ACCRUED LIABILITIES Accrued liabilities consisted of the following: (in thousands) Aug 31, 2025 May 31, 2025 Payroll and related expenses $ 13,539 $ 20,397 Outside services 4,588 3,143 Research and development 1,418 1,459 Royalties 1,457 2,642 Sales and franchise taxes 545 531 Deferred warranties 292 374 Transaction service agreement payable 674 2,241 Rebates 468 446 Accrued freight 575 575 Accrued severance 887 800 Other 3,214 2,910 $ 27,657 $ 35,518 11 Table of Content 6. LONG-TERM DEBT On May 28, 2025, the Company entered into a new Credit Agreement (the “Credit Agreement”) with its subsidiary RITA Medical Systems, LLC (“RITA” and, together with the Company, the “Loan Parties”), the lenders party thereto and JPMorgan Chase Bank, N.A., individually and as administrative agent, issuing bank and swingline lender. The Credit Agreement provides for a $ 25.0 million secured revolving credit facility (the "Revolving Facility"), which is subject to a borrowing base comprised of certain working capital assets of the Company. Additionally, until such time as the Company has demonstrated a fixed charge coverage ratio greater than 1.10 to 1.00, the Revolving Facility will be further reduced by $ 5,000,000 (such period, the “Availability Block Period”). To the extent requested by the Company, and subject to certain customary limitations, the lenders will make revolving loan advances to the Company and the issuing bank will issue letters of credit for the account of the Company, in each case in an aggregate amount not exceeding the availability under the Revolving Facility. Issuances of letters of credit under the Revolving Facility shall further be limited by an issuance cap, which at the closing date was set at $ 2,000,000 . The proceeds of the Revolving Facility may be used for working capital and for general corporate needs of AngioDynamics and its subsidiaries. The Credit Agreement has a two-year maturity. Interest on the Revolving Facility will be based, at the Company's option, on a rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus 0.1 % (subject to a floor of 0 %) ("Adjusted Term SOFR"), or (ii) the alternate base rate (subject to a floor of 0 %) ("ABR"), and in each case with a margin for Adjusted Term SOFR loans of 2.0 % and for ABR loans of 1.0 %. The Revolving Facility will also carry a commitment fee of 0.2 % per annum on the unused portion. The Revolving Facility contains customary benchmark replacement and rate fallback provisions. The Company's obligations under the Credit Agreement are unconditionally guaranteed, jointly and severally, by the Company's material direct and indirect domestic subsidiaries (the “Guarantors”). The sole Guarantor as at the closing date is RITA. All obligations of the Company and the Guarantors under the Revolving Facility are secured by first priority security interests in substantially all of the assets of the Loan Parties and the Guarantors. The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, a financial covenant which requires the Company to maintain, as of the end of each calendar month commencing after the end of the Availability Block Period, a fixed charge coverage ratio of EBITDA* minus unfinanced capital expenditures to consolidated interest expense paid or payable in cash plus scheduled principal payments in respect of indebtedness under the Credit Agreement of not less than 1.05 to 1.00. * The definitions of total indebtedness, EBITDA, capital expenditures and interest expense are specifically defined in the Credit Agreement included as an exhibit to Form 8-K filed on May 28, 2025. As of August 31, 2025 there were no amounts outstanding on the Revolving Facility. As of August 31, 2025, the carrying value of long-term debt approximated its fair market value. 7. INCOME TAXES The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year adjusted for any discrete events, which are recorded in the period that they occur. The estimated annual effective tax rate prior to discrete items was ( 0.6 )% as of the first quarter of fiscal year 2026, as compared to 1.8 % for the same period in fiscal year 2025. In fiscal year 2026, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes, and other non-deductible permanent items (such as non-deductible meals and entertainment, Section 162(m) excess compensation and non-deductible share-based compensation). The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity. Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state Research and Development ("R&D") credit carryforwards and other net deferred tax assets as of August 31, 2025. The Company will continue to assess the level of the valuation allowance required. If sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on the Company’s results of operations. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making permanent certain provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest 12 Table of Content expense limitation. In accordance with ASC 740, the Company has recognized the effects of the new tax law in the period of enactment. As the Company maintains a full valuation allowance on its U.S. deferred tax assets, the legislation does not have a material impact on our consolidated financial statements for the quarter ended August 31, 2025. 8. SHARE-BASED COMPENSATION On October 13, 2020, the Company's shareholders approved the 2020 Stock and Incentive Award Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units, performance shares and other incentive awards to the Company's employees, directors and other service providers. On November 12, 2024 the Company's shareholders approved an amendment to the 2020 Plan to increase the reserve of shares of common stock available for future grants by 3.2 million shares. As of August 31, 2025, there was a maximum of 2.5 million shares of common stock available for future grant under the 2020 Plan. Prior to the adoption of the 2020 Plan, equity awards were issued under the 2004 Stock and Incentive Award Plan (the “2004 Plan”). The adoption of the 2020 Plan did not impact the administration of equity awards issued under the 2004 Plan but following the adoption of the 2020 Plan, equity award grants are no longer made under the 2004 Plan. The Company also has an employee stock purchase plan. As of August 31, 2025, there was a maximum of 2.5 million shares of common stock available for future grant under the employee stock purchase plan. For the three months ended August 31, 2025 and 2024, share-based compensation expense was $ 4.5 million and $ 3.2 million, respectively. During the three months ended August 31, 2025 and 2024, the Company granted stock options and restricted stock units under the 2020 Plan to certain employees and members of the Board of Directors. Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award. Generally, restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. In July 2023, the Board of Directors approved a change in terms of restricted stock units granted to non-employee directors to provide for immediate vesting upon grant of the award. During the three months ended August 31, 2025 and 2024, the Company granted performance share units under the 2020 Plan to certain employees. The awards may be earned by achieving performance levels over the requisite service period. The performance criteria are based on achieving certain performance targets and the total shareholder return (“TSR”) of the Company’s common stock relative to the TSR of the common stock of a pre-defined industry peer-group. The fair value of these awards is based on a Monte Carlo simulation model. As of August 31, 2025, there was $ 28.4 million of unrecognized compensation expense related to share-based payment arrangements. These costs are expected to be recognized over a weighted-average period of approximately three years . The Company has sufficient shares to satisfy expected share-based payment arrangements. 9. EQUITY On July 16, 2024, the Board of Directors approved a share repurchase program (the "Repurchase Program") under which they authorized the Company the option to repurchase up to $ 15.0 million of its outstanding common stock. The timing and amount of any share repurchases under the authorization will be determined by management within certain parameters and based on market conditions and other considerations. There were no shares repurchased during the first quarter of fiscal year 2026. During the first quarter of fiscal year 2025, the Company repurchased 72,141 shares of common stock in the open market at an aggregate cost of $ 0.5 million under the Repurchase Program. As of August 31, 2025, $ 13.3 million remained available for repurchase under the Repurchase Program. 10. EARNINGS PER SHARE Basic earnings per share is based on the weighted average number of common shares outstanding without consideration of potential common stock. Diluted earnings per share includes the dilutive effect of potential common stock consisting of stock options, restricted stock units and performance stock units, provided that the inclusion of such securities is not anti-dilutive. In periods with a net loss, stock options and restricted stock units are not included in the computation of diluted loss per share as the impact would be anti-dilutive. 13 Table of Content The following table reconciles basic to diluted weighted-average shares outstanding: Three Months Ended (in thousands) Aug 31, 2025 Aug 31, 2024 Basic 41,174 40,653 Effect of dilutive securities — — Diluted 41,174 40,653 Securities excluded as their inclusion would be anti-dilutive 6,183 5,180 11. SEGMENT AND GEOGRAPHIC INFORMATION Segment information The Company regularly reviews its segments and the approach used by the chief operating decision maker, the President and Chief Executive Officer ("CEO"), to evaluate performance and allocate resources. The Company manages its operations through two operating segments, Med Tech and Med Device. The CEO evaluates these two operating segments based on gross margin to, among other items, allocate resources and assess performance. The CEO uses gross margin in the budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, investments and personnel across the two operating segments. Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions. The Med Tech segment is comprised of our technology portfolio including Auryon, the thrombus management platform and NanoKnife. The Med Device segment is comprised of our Core, Venous, Ports and other Oncology products. The Company manages its assets on a total company basis, not by operating segment; therefore, the CEO does not review any asset information by operating segment and, accordingly, asset information is not reported or evaluated by operating segment. The table below summarizes net sales, cost of sales and gross margin by Med Tech and Med Device: Three Months Ended (in thousands) Aug 31, 2025 Aug 31, 2024 Med Tech Net Sales $ 35,261 $ 27,969 Med Tech Cost of Sales (exclusive of intangible amortization) 13,339 10,272 Gross Margin 21,922 17,697 Gross Margin % 62.2 % 63.3 % Med Device Net Sales $ 40,450 $ 39,522 Med Device Cost of Sales (exclusive of intangible amortization) 20,515 20,495 Gross Margin 19,935 19,027 Gross Margin % 49.3 % 48.1 % Total Net Sales $ 75,711 $ 67,491 Total Cost of Sales (exclusive of intangible amortization) 33,854 30,767 Gross Margin 41,857 36,724 Gross Margin % 55.3 % 54.4 % Operating Expenses (1) $ 52,513 $ 49,822 Other income (expense), net (2) ( 182 ) 433 Loss before income tax benefit ( 10,838 ) ( 12,665 ) 14 Table of Content (1) Operating expenses include Research and development, Sales and marketing, General and administrative, Amortization of intangibles, Change in fair value of contingent consideration and Acquisition, restructuring and other items, net. (2) Other income (expense), net includes interest income, interest expense, foreign currency impacts and bank fees. Geographic information The table below summarizes net sales by geographic area based on external customer location: Three Months Ended (in thousands) Aug 31, 2025 Aug 31, 2024 Net Sales United States $ 66,456 $ 59,481 International 9,255 8,010 Total $ 75,711 $ 67,491 For the three months ended August 31, 2025 and 2024, international sales as a percentage of total net sales were 12.2 % and 11.9 %, respectively. Sales to any one country outside the U.S., as determined by shipment destination, did not comprise a material portion of net sales in any of the last three fiscal years. In addition, no one customer represents more than 10% of consolidated net sales. 63 % of long-lived assets are located within the United States and 36% are located within Israel. 12. FAIR VALUE On a recurring basis, the Company measures certain financial assets and financial liabilities at fair value based upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, the Company applies valuation techniques to estimate fair value. FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 - Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 - Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 - Inputs to the valuation methodology are significant unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. The Company's financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to their immediate or short-term maturities. The Company does not have assets or liabilities that require recurring fair value measurement using significant unobservable inputs (Level 3). 13. LEASES The Company determines if an arrangement is a lease at inception of the contract. The Company has operating leases for buildings, primarily for office space, R&D, manufacturing and warehousing. The Company has financing arrangement for manufacturing and distribution. Financing Arrangement On December 24, 2024, the Company entered into an agreement to sell the manufacturing facilities in Queensbury, NY and Glens Falls, NY for a purchase price of $ 5.5 million and $ 1.2 million, respectively, and net proceeds of $ 5.2 million and $ 1.1 million, respectively. The Company simultaneously entered into lease agreements with future lease payments of $ 4.6 million over seven years for the Queensbury, NY facility and $ 0.4 million over three years for the Glens Falls, NY facility. Based on certain criteria, the transaction was accounted for as a financing arrangement, as it did not meet the criteria for a sale-leaseback. As a result, the assets remain in "Property, plant and equipment, net" on the Consolidated Balance Sheets at their historical book value and are depreciated over the term of the lease agreements. A financing arrangement was recorded in the amount of the net proceeds received. The Company will recognize monthly rent as a reduction of the finance arrangement 15 Table of Content and interest expense, using the effective interest rate method. No gain or loss was recognized related to the financing arrangement for the three months ended August 31, 2025. As of August 31, 2025, the carrying value of the financing arrangement was $ 6.1 million, of which $ 0.4 million was classified as "Other current liabilities" and $ 5.7 million was classified as "Other long-term liabilities" on the Consolidated Balance Sheets. Interest expense associated with the financing arrangement was $ 0.1 million for the three months ending August 31, 2025. Remaining future cash payments related to the financing arrangement as of August 31, 2025 for each of the following fiscal years is: (in thousands) Aug 31, 2025 Remainder of 2026 $ 600 2027 804 2028 745 2029 660 2030 and thereafter 1,705 Total minimum liability payments $ 4,514 Less: imputed interest ( 1,920 ) Total $ 2,594 Operating Leases Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The following table presents supplemental balance sheet information related to leases: (in thousands) Balance Sheet Location Aug 31, 2025 May 31, 2025 Assets Operating lease ROU asset Other assets $ 3,411 $ 3,850 Liabilities Current operating lease liabilities Other current liabilities 1,773 1,840 Non-current operating lease liabilities Other long-term liabilities 1,725 2,106 Total lease liabilities $ 3,498 $ 3,946 The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis, considering factors such as length of lease term. The following table presents the weighted average remaining lease term and discount rate: Aug 31, 2025 Weighted average remaining term (in years) 2.62 Weighted average discount rate 4.8 % 16 Table of Content The maturities of the lease liabilities for each of the following fiscal years is: (in thousands) Aug 31, 2025 Remainder of 2026 $ 1,490 2027 986 2028 729 2029 515 2030 and thereafter — Total lease payments $ 3,720 Less: imputed interest 222 Total lease obligations $ 3,498 Less: Current portion of lease obligations 1,773 Long-term lease obligations $ 1,725 During the three months ended August 31, 2025 and 2024, the Company recognized $ 0.6 million and $ 0.7 million of operating lease expense, respectively, which includes immaterial short-term leases. The expenses on the Consolidated Statement of Operations were classified as follows: Three Months Ended (in thousands) Aug 31, 2025 Aug 31, 2024 Cost of sales $ 201 $ 230 Research and development 92 109 Sales and marketing 32 40 General and administrative 289 300 Acquisition, restructuring and other items, net 24 — $ 638 $ 679 The following table presents supplemental cash flow and other information related to leases: Three Months Ended (in thousands) Aug 31, 2025 Aug 31, 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 497 $ 562 ROU assets obtained in exchange for lease liabilities Operating leases $ — $ — 14. COMMITMENTS AND CONTINGENCIES The Company is involved in various legal proceedings, including commercial, intellectual property, product liability, and regulatory matters of a nature considered normal for its business. The Company accrues for amounts related to these matters if it is probable that a liability has been incurred, and an amount can be reasonably estimated. The Company discloses such matters when there is at least a reasonable possibility that a material loss may have been incurred. However, the Company cannot predict the outcome of any litigation or the potential for future litigation. C.R. Bard, Inc. v. AngioDynamics, Inc. On January 11, 2012, C.R. Bard, Inc. (“Bard”) filed a suit in the United States District Court of Utah claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 7,785,302 ("302"), 7,959,615 (“615”) and 7,947,022 ("022")). On March 10, 2015, Bard and Bard Peripheral Vascular filed suit in the District of Delaware claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 8,475,417, 8,545,460, 8,805,478). The Court entered Judgement on June 1, 2023 in favor of the Company. 17 Table of Content On March 8, 2021, Bard filed suit in the District of Delaware asserting certain of the Company’s port products (including certain related infusion sets) infringe U.S. Patent Nos. 8,025,639, 9,603,992 and 9,603,993. The Company counterclaimed, alleging that certain of Bard’s catheter products infringe U.S. Patent Nos. 8,377,011, 10,729,881, 8,454,574. On March 31, 2024, the Company and Bard’s parent company Becton, Dickinson and Company (collectively, “BD”) entered into a settlement agreement (the “Settlement Agreement”) to resolve the ongoing litigations. Under the terms of the Settlement Agreement, BD granted a license to the Company under certain of BD’s port patents and AngioDynamics granted BD a license under certain of the Company’s catheter patents. The Company made a one-time lump sum payment to BD in the amount of $ 7.0 million, $ 3.0 million which was paid within 5 business days of execution of the Settlement Agreement, and the remainder is payable in installments during 12 month period ending March 31, 2025. The Company will also make six minimum annual payments to BD of $ 2.5 million starting in fiscal year 2025, and potential additional payments if six percent ( 6 %) of annual net sales of the Company’s port products exceed the minimum payment. The Company made payments of $ 2.5 million related to the minimum annual payments to BD during the quarter ended August 31, 2025. The parties will participate in the pending appeal before the Federal Circuit of the case that was filed March 10, 2015 and a contingent payment of $ 3.0 million will be due from the Company to BD if the Federal Circuit reverses or vacates the District Court’s findings of invalidity with respect to the patent claims at issue in the case. Oral argument in the appeal will take place on October 8, 2025. Neither party admitted any liability and the agreement contains mutual covenants not to sue and releases. As of August 31, 2025, there was $ 2.4 million payable to BD recorded in other current liabilities and $ 6.7 million recorded in other long-term liabilities. Port Product Claims As of August 31, 2025, the Company is defending approximately 219 product liability claims involving the Company's port products (collectively, the “Port Product Claims”). The Port Product Claims are consolidated for pretrial proceedings in the United States District Court for the Southern District of California. The Port Product Claims generally seek damages for personal injury allegedly resulting from use of the products. The Company has limited information regarding the nature and quantity of certain of the Port Product Claims. The Company continues to receive claims and lawsuits and may in future periods learn additional information regarding other unfiled or unknown claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company. 15. ACQUISITION, RESTRUCTURING, AND OTHER ITEMS, NET Acquisition, Restructuring and Other Items Acquisition, restructuring and other items, net, consisted of: Three Months Ended (in thousands) Aug 31, 2025 Aug 31, 2024 Legal (1) $ 213 $ 507 Plant closure (2) 2,345 3,589 Transition service agreement (3) ( 302 ) ( 507 ) Other 502 722 Total $ 2,758 $ 4,311 (1) Legal expenses related to litigation that is outside the normal course of business. (2) Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024. (3) Transition services agreements that were entered into with Merit and Spectrum. Restructuring The Company evaluates its performance and looks for opportunities to improve the overall operations of the Company on an ongoing basis. As a result of this evaluation, certain restructuring initiatives are taken to enhance the Company’s overall operations. On January 5, 2024, the Company announced a restructuring to optimize its manufacturing efficiency, capabilities and footprint (the "Plan"). In the second quarter of fiscal year 2025, the Company announced a modification to the Plan to maintain a presence in Queensbury, NY for the manufacturing of select products, customer service, logistics, shipping, quality and regulatory operations. The restructuring activities associated with the modified Plan are still expected to be completed in the third quarter of fiscal year 2026. 18 Table of Content The following table provides a summary of our estimated costs associated with the plan: Type of cost (in thousands) Total original estimated amount expected to be incurred Total modified estimated amount expected to be incurred Facilities closeout fees (1) $ 14,500 to $ 15,250 $ 16,000 to $ 17,000 Termination benefits 9,000 to 10,000 6,200 to 7,200 Outside consultants 9,000 to 10,000 7,500 to 8,500 Validation expenses 4,500 to 5,500 3,400 to 4,400 Regulatory filings 750 to 1,250 150 to 650 Other 750 to 1,250 150 to 650 $ 38,500 to $ 43,250 $ 33,400 to $ 38,400 (1) Included in the original and modified estimate is approximately $ 13.6 million and $ 13.3 million of non-cash charges for accelerated depreciation and building impairment. The Company recorded restructuring charges related to the plan during the three months ended August 31, 2025 of $ 2.3 million . Total restructuring charges recorded to date are $ 25.6 million. Termination benefits are only earned if an employee stays until their termination date; therefore, the expenses related to termination benefits are being recorded ratably over the service period. The table below presents the restructuring reserve: Three Months Ended Aug 31, 2025 Termination Benefits Outside Consultants Validation Expenses Facilities Closeout Fees Regulatory Filings Other Total (in thousands) Balance at May 31, 2025 $ 629 $ 622 $ 86 $ — $ — $ 166 $ 1,503 Charges 282 561 705 184 13 600 2,345 Non-cash adjustments — — — ( 184 ) — — ( 184 ) Cash payments ( 127 ) ( 647 ) ( 757 ) — ( 13 ) ( 719 ) ( 2,263 ) Balance at August 31, 2025 $ 784 $ 536 $ 34 $ — $ — $ 47 $ 1,401 16. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements - Adopted There are no recently issued accounting pronouncements that have been adopted. 19 Table of Content Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted Standard Description Effective Date Effect on the Consolidated Financial Statements ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures This ASU improves the income tax disclosure requirements on an annual basis by (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. June 1, 2025 The Company plans to adopt the new standard for the fiscal year 2026 Annual Report on Form 10-K and is assessing the impact to the consolidated financial statements. ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-04): Disaggregation of Income Statement Expenses This ASU improves the disclosures about a public business entity's costs and expenses by requiring the Company to disclose more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization and depletion) included in each relevant income statement caption. June 1, 2027 The Company plans to adopt the new standard for the fiscal year 2028 and is assessing the impact to the consolidated financial statements. ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets This ASU addresses challenges encountered when applying the guidance to current account receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. June 1, 2026 The Company plans to adopt the new standard for the fiscal year 2027 and is assessing the impact to the consolidated financial statements. There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for fiscal year ended May 31, 2025. 20 Table of Content