What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-14 compared with 2025-07-18 · 130 added, 133 removed, 1110 unchanged (19% of the section changed)

93 unchanged sentences

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories – Excess Quantities and Obsolescence — Refer to Notes 1 & 5

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Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory.

As of May 31, 2025, the Company has inventories of $62.0 million, net of excess quantities and obsolescence reserves.

We identified the reserve for excess quantities and obsolete inventory as a critical audit matter because of the significant estimates and assumptions management makes to quantify and to record the reserve, including the determination of expected demand.

2 unchanged sentences

Our audit procedures related to the reserve for excess quantities and obsolete inventory including management’s estimate of expected demand included the following, among others:

• We tested the design and effectiveness of controls over inventory, including those over the estimation of reserves for excess quantities and obsolescence.

• We tested the design and effectiveness of controls over the inventory reserve, specifically those over the estimation of reserves for excess quantities and obsolescence.

• We evaluated the reasonableness of the Company's excess and obsolete inventory policy, considering historical experience and the underlying assumptions and considered the Company's disclosures.

• We tested the calculation of the excess and obsolete reserve pursuant to the Company's policy, on a sample basis, including the completeness and accuracy of the data used in the calculation.

• We performed a retrospective review by comparing management’s prior year projections of future demand by product, with actual product sales in the current year to identify potential bias in the inventory reserve.

• We held discussions with senior financial and operating management to determine whether any strategic, regulatory, or operational changes in the business were consistent with the projections of future demand that were utilized as the basis for the reserves recorded.

• We tested management’s process of the determination of the excess and obsolete reserve pursuant to the Company's policy, including the completeness and accuracy of the data used in the calculation.

• We performed a retrospective review by comparing management’s prior year projections of future demand by product, on a sample basis, with actual product sales in the current year to identify potential bias in the inventory reserve.

• We made inquiries of senior financial and operating management to determine whether any strategic, regulatory, or operational changes in the business were consistent with the projections of future demand that were utilized as the basis for the reserves recorded.

/s/ Deloitte & Touche LLP

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Other income (expense), net 3,926 4,944 ( 817 )

Total other income (expense), net 5,922 797 ( 3,256 )

Loss before income tax benefit ( 34,032 ) ( 191,638 ) ( 54,437 )

Income tax benefit ( 39 ) ( 7,289 ) ( 1,995 )

Total other income, net 3,627 5,922 797

Loss before income tax expense (benefit) ( 36,300 ) ( 34,032 ) ( 191,638 )

Income tax expense (benefit) 442 ( 39 ) ( 7,289 )

Net loss $ ( 36,742 ) $ ( 33,993 ) $ ( 184,349 )

13 unchanged sentences

Net loss $ ( 36,742 ) $ ( 33,993 ) $ ( 184,349 )

Other comprehensive income (loss), before tax:

Foreign currency translation gain (loss) 2,342 358 ( 6,080 )

Other comprehensive income (loss), before tax 2,342 358 ( 6,080 )

Income tax benefit (expense) related to items of other comprehensive income (loss) — — —

Other comprehensive income (loss), net of tax 2,342 358 ( 6,080 )

Other comprehensive income, before tax:

Foreign currency translation gain 9,698 2,342 358

Other comprehensive income, before tax 9,698 2,342 358

Income tax expense related to items of other comprehensive income (loss) — — —

Other comprehensive income, net of tax 9,698 2,342 358

Total comprehensive loss, net of tax $ ( 27,044 ) $ ( 31,651 ) $ ( 183,991 )

20 unchanged sentences

Accrued liabilities 38,909 35,518

Current portion of contingent consideration — 4,728

Other current liabilities 4,295 7,388

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Accumulated deficit ( 465,939 ) ( 429,197 )

Treasury stock, 613,847 and 370,000 shares, at cost at May 31, 2025 and 2024, respectively

Treasury stock, 613,847 shares, at cost at May 31, 2026 and 2025, respectively

( 7,381 ) ( 7,381 )

14 unchanged sentences

Net loss ( 184,349 ) ( 184,349 )

Exercise of stock options 21,617 1 155 156

Issuance/cancellation of restricted stock units 450,561 ( 305 ) ( 305 )

2 unchanged sentences

Stock-based compensation 10,529 10,529

Other comprehensive loss, net of tax ( 6,080 ) ( 6,080 )

Other comprehensive income, net of tax 358 358

Balance at May 31, 2024 40,801,597 $ 385 $ 610,484 $ ( 395,204 ) $ ( 4,365 ) ( 370,000 ) $ ( 5,714 ) $ 205,586

Net loss ( 33,993 ) ( 33,993 )

Exercise of stock options 25,000 248 248

Issuance/cancellation of restricted stock units 464,525 ( 326 ) ( 326 )

2 unchanged sentences

Stock-based compensation 9,772 9,772

Common stock repurchased ( 3 ) ( 243,847 ) ( 1,667 ) ( 1,670 )

Other comprehensive income, net of tax 2,342 2,342

1 unchanged sentence

Net loss ( 36,742 ) ( 36,742 )

Exercise of stock options 25,000 — 248 248

Issuance/cancellation of restricted stock units 534,382 ( 489 ) ( 489 )

Issuance/cancellation of performance share units 60,731 ( 347 ) ( 347 )

Purchase of common stock under Employee Stock Purchase Plan 172,007 2 1,426 1,428

Stock-based compensation 13,960 13,960

Common stock repurchased ( 3 ) ( 243,847 ) ( 1,667 ) ( 1,670 )

Other comprehensive income, net of tax 9,698 9,698

9 unchanged sentences

Net loss $ ( 36,742 ) $ ( 33,993 ) $ ( 184,349 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 22,955 25,800 27,712

Non-cash lease expense 1,555 1,958 1,931

Non-cash interest expense 290 — —

Goodwill impairment — — 159,476

13 unchanged sentences

Accounts payable, accrued and other liabilities ( 5,833 ) ( 15,877 ) 27,531

Net cash (used in) provided by operating activities ( 10,128 ) ( 28,158 ) 78

Net cash provided by (used in) operating activities 3,089 ( 10,128 ) ( 28,158 )

Cash flows from investing activities:

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Cash flows from financing activities:

Proceeds from issuance of and borrowings on long-term debt — — 70,000

Repayment of long-term debt — — ( 50,000 )

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Proceeds from exercise of stock options and employee stock purchase plan 939 933 752

Net cash (used in) provided by financing activities ( 255 ) ( 64,248 ) 25,420

Net cash provided by (used in) financing activities 564 ( 255 ) ( 64,248 )

Effect of exchange rate changes on cash and cash equivalents 267 398 125

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Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

This ASU improves the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

June 1, 2024 The Company adopted the new standard in fiscal year 2025 and the related additional disclosures are contained in Note 18 to the consolidated financial statements in this Annual Report on Form 10-K.

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):

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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 in the first quarter of fiscal year 2026 and is assessing the impact to the consolidated financial statements.

June 1, 2025 The Company adopted the new standard in fiscal year 2026 and the related additional disclosures are contained in Note 9 to the consolidated financial statements in this Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted

Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-04):

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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.

ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements

This ASU improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods and adds to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

June 1, 2028 The Company plans to adopt the new standard for the fiscal year 2029 and is assessing the impact to the consolidated financial statements.

PICCs and Midlines

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The Company achieved the sales milestone related to the divested products in the third quarter of fiscal year 2025 and $ 5.5 million was paid to the Company in the fourth quarter of fiscal year 2025.

The final transfer of manufacturing has not been achieved as of May 31, 2025.

The final transfer of manufacturing was achieved as of May 31, 2026.

The Company and Spectrum entered into various agreements to facilitate the transition of the divested businesses to Spectrum, including a Transition Services Agreement ("TSA") and Transition Manufacturing Agreement.

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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.

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.

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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.

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.

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• Level 3 - Inputs to the valuation methodology are 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, accounts payable and contingent consideration.

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 recurring fair value measurements using significant unobservable inputs (Level 3) relate to contingent consideration liabilities.

There were no assets or liabilities measured at fair value at May 31, 2025.

The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis at May 31, 2024:

Fair Value Measurements using inputs considered as:

(in thousands) Level 1 Level 2 Level 3 Fair Value at May 31, 2024

Financial Liabilities

Contingent consideration for acquisition earn outs $ — $ — $ 4,728 $ 4,728

Total Financial Liabilities $ — $ — $ 4,728 $ 4,728

There were no transfers between Level 1, 2 and 3 for the years ended May 31, 2025 and 2024.

The following tables present the changes in fair value components of Level 3 instruments:

Financial Liabilities

(in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balance at May 31, 2024 $ 4,728

Change in present value of contingent consideration (1)

Contingent consideration payments ( 5,000 )

Balance at May 31, 2025 $ —

(1) Change in the fair value of contingent consideration is included in earnings and comprised of changes in estimated earn out payments based on projections of Company performance and amortization of the present value discount.

Financial Liabilities

(in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balance at May 31, 2023 $ 19,296

Change in fair value of contingent consideration (1)

Contingent consideration payments ( 15,000 )

Balance at May 31, 2024 $ 4,728

Contingent Liability for Acquisition Earn Outs

Some of the Company's business combinations involve the potential for the payment of future contingent consideration upon the achievement of certain product development milestones or various other performance conditions.

Payment of the additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified revenue levels or product development targets.

Contingent consideration is recorded at the estimated fair value of the contingent payments on the acquisition date.

The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within "Change in fair value of contingent consideration" in the Consolidated Statements of Operations.

The Company measures the initial liability and remeasures the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements which is determined using a discounted cash flow model applied to projected net sales, using probabilities of achieving projected net sales and projected payment dates.

Projected net sales are based on internal projections and extensive analysis of the target market and the sales potential.

Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future.

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.

The Company does not have assets or liabilities that require recurring fair value measurements using significant unobservable inputs (Level 3).

Items Measured at Fair Value on a Nonrecurring Basis

The Company recorded a goodwill impairment charge of $ 159.5 million for the quarter ended February 29, 2024 to write down the carrying value of the Med Tech reporting unit to fair value.

The Company recorded a goodwill impairment charge of $ 14.5 million for the year ended May 31, 2023 to write down the carrying value of the Med Device reporting unit to fair value.

During the third quarter of fiscal year 2024, the Company made the decision to abandon the Syntrax product technology which resulted in an impairment charge of $ 3.3 million.

During the third quarter of fiscal year 2024, the Company received a purchase offer for the properties located at 603 Queensbury Avenue, Queensbury NY and 8 Glens Falls Tech Park, Glens Falls, NY.

This resulted in an impairment charge of $ 3.4 million to write the buildings down to fair value.

There were no other items measured at fair value on a nonrecurring basis during the year ended May 31, 2026 or 2025.

19 unchanged sentences

Other prepaid taxes 177 166

Deferred financing fees 290 —

Other 3,585 3,072

10 unchanged sentences

Less accumulated depreciation ( 80,708 ) ( 71,116 )

Less building impairment — ( 3,364 )

26,704 31,907

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Depreciation expense for fiscal years 2026, 2025 and 2024 was $ 10.5 million, $ 13.5 million and $ 14.7 million, respectively.

Depreciation expense for the year ended May 31, 2025 and 2024 includes accelerated depreciation of $ 3.4 million and $ 2.4 million, respectively, related to the plant closure announced on January 5, 2024 (see Note 19 "Acquisition, restructuring and other items, net" as set forth in the Notes to the consolidated financial statements in this Annual Report on Form 10-K).

During the third quarter of fiscal year 2024, the Company received a purchase offer for the properties located at 603 Queensbury Avenue, Queensbury NY and 8 Glens Falls Tech Park, Glens Falls, NY.

This resulted in an impairment charge of $ 3.4 million to write the buildings down to fair value.

Depreciation expense for the year ended May 31, 2026, 2025 and 2024 includes accelerated depreciation of $ 0.3 million, $ 3.4 million and $ 2.4 million, respectively, related to the plant closure announced on January 5, 2024 (see Note 19 "Acquisition, restructuring and other items, net" as set forth in the Notes to the consolidated financial statements in this Annual Report on Form 10-K).

INTANGIBLE ASSETS

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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.

There were no impairment charges on definite lived intangible assets for the year ended May 31, 2025.

During the third quarter of fiscal year 2024, the Company made the decision to abandon the Syntrax product line.

This resulted in an impairment charge of $ 3.3 million.

The impairment charge is recorded in "Acquisition, restructuring and other items, net", on the Consolidated Statements of Operations (see Note 19 "Acquisition, restructuring and other items, net" as set forth in the Notes to the consolidated financial statements in this Annual Report on Form 10-K).

There were no other impairment charges on definite lived intangible assets for the year ended May 31, 2024.

There were no impairment charges on definite lived intangible assets for the years ended May 31, 2026 and 2025, respectively.

Intangible assets consisted of the following:

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2032 and thereafter 17,383

The components of loss before income tax benefit are as follows:

The components of loss before income tax expense (benefit) are as follows:

Year ended May 31,

(in thousands) 2026 2025 2024

Loss before tax expense:

Income (loss) before tax expense:

$ ( 37,787 ) $ ( 30,172 ) $ ( 177,314 )

1 unchanged sentence

$ ( 36,300 ) $ ( 34,032 ) $ ( 191,638 )

Income tax benefit is comprised of the following:

Income tax expense (benefit) is comprised of the following:

Year ended May 31,

(in thousands) 2026 2025 2024

— ( 7,039 ) ( 207 )

Federal $ — $ 13 $ 147

State 113 608 171

Federal — — ( 6,427 )

State — — ( 612 )

143 ( 988 ) ( 929 )

143 ( 988 ) ( 7,968 )

Income tax benefit $ ( 39 ) $ ( 7,289 ) $ ( 1,995 )

Income tax expense (benefit) $ 442 $ ( 39 ) $ ( 7,289 )

Temporary differences that give rise to deferred tax assets and liabilities are summarized as follows:

10 unchanged sentences

Depreciation and amortization 12,072 10,915

12,072 10,915

Valuation allowance ( 65,493 ) ( 58,440 )

Net deferred tax liability $ ( 5,230 ) $ ( 4,058 )

The net deferred tax liability of $ 4.0 million as of May 31, 2025 relates to the stock acquisition of Eximo Medical Ltd.

primarily related to book intangibles partially offset by tax net operating losses and capitalized R&D expenditures.

The net deferred tax liability of $ 4.9 million as of May 31, 2024 relates to the stock acquisition of Eximo Medical Ltd.

primarily related to book intangibles partially offset by tax net operating losses and capitalized R&D expenditures.

The net deferred tax liability of $ 5.2 million and $ 4.0 million as of May 31, 2026 and 2025, respectively, principally relates to the stock acquisition of Eximo Medical Ltd., related to book intangibles partially offset by tax net operating losses and capitalized R&D expenditures.

The Company's U.S.

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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.

The Company's consolidated income tax expense has differed from the amount that would be provided by applying the U.S.

Federal statutory income tax rate to the Company's income before income taxes for the following reasons:

We adopted ASC Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09) on a prospective basis beginning with the year ended May 31, 2026.

The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes pursuant to the disclosure requirements of ASU 2023-09 for the year ended May 31, 2026 is as follows:

Year ended May 31, 2026

(in thousands) Amount Rate

Statutory Rate $ ( 7,623 ) 21.00 %

State & local income tax, net of federal (national) income tax effect (1)

90 ( 0.25 ) %

Foreign tax effects 16 ( 0.05 ) %

Effect of cross-border tax laws 104 ( 0.29 ) %

Research & development tax credit 422 ( 1.16 ) %

Changes in valuation allowance 6,475 ( 17.84 ) %

Nontaxable or nondeductible items 756 ( 2.08 ) %

Other adjustments 202 ( 0.56 ) %

Total income tax expense $ 442 ( 1.23 ) %

(1) State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category

The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes for years prior to our adoption of ASU 2023-09 is as follows:

Year ended May 31,

(in thousands) 2025 2024

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Fiscal years 2023 through 2025 remain open to examination by the various tax authorities.

The Company does not anticipate that the amount of unrecognized tax benefits will significantly change in the next twelve months.

A reconciliation of income taxes paid, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended May 31, 2026 is as follows:

(in thousands) Year ended May 31, 2026

State and local

Other states 37

Netherlands 59

United Kingdom 84

Other foreign 38

Total income taxes paid, net of refunds $ 405

ACCRUED LIABILITIES

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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 %.

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.

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* 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 May 31, 2025 there was no amounts outstanding on the Revolving Facility.

As of May 31, 2026 there were no amounts outstanding on the Revolving Facility.

As of May 31, 2026, the carrying value of long-term debt approximated its fair market value.

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The Company measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model.

There were no options granted during the year ended May 31, 2026.

The weighted average grant-date fair value of options granted during the years ended May 31, 2025 and 2024 was $ 3.75 , and $ 4.30 , respectively.

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expected volatility of 52 %, and 49 %;

and expected lives of 5.36 years, 5.23 years, and 5.14 years.

and expected lives of 5.36 years, and 5.23 years.

The Company does not declare dividends therefore a dividend yield of zero was used for the years ended May 31, 2025 and 2024.

3 unchanged sentences

The expected option lives are based on historical experience of employee exercise behavior.

The total intrinsic value of options exercised during the years ended May 31, 2025 and 2023 was $ 0.1 million and $ 0.2 million, respectively.

There were no options exercised during the year ended May 31, 2024.

There were no options exercised during the years ended May 31, 2026 and 2024.

The total intrinsic value of options exercised during the year ended May 31, 2025 was $ 0.1 million.

As of May 31, 2026, there was $ 1.7 million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a weighted average period of 2 years.

Cash received from option exercises during 2025 and 2023 was $ 0.2 million and $ 0.3 million, respectively.

There were no options exercised during the year ended May 31, 2024.

There were no options exercised during the years ended May 31, 2026 and 2024.

Cash received from option exercises during 2025 was $ 0.2 million.

Due to the valuation allowance there was no tax benefit realized from stock option exercises during the years ended May 31, 2026, 2025 and 2024.

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Granted 545,860 $ 8.60

Vested ( 107,560 ) $ 7.40

Canceled ( 163,296 ) $ 21.74

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Performance unit awards subject to vesting are based on the Company's level of attainment of the performance targets which are set for each of the three performance years along with continued employment of the grantee.

At the end of the three year period, the vested shares are subject to modification based on the Company’s TSR targets relative to the percentage appreciation of a specified index of companies for the respective three-year period.

At the end of the three year period, the vested shares are subject to modification based on the Company’s Total Shareholder Return ("TSR") targets relative to the percentage appreciation of a specified index of companies for the respective three-year period.

In order to estimate the fair value of such awards, a Monte Carlo Simulation valuation model on the date of the grant was used.

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Compensation Expense

The following tables represents the break out of stock-based compensation included in the Company's Consolidated Statement of Operations:

The following table represents the break out of stock-based compensation included in the Company's Consolidated Statement of Operations:

Year ended May 31,

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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.

During the year ended May 31, 2025, the Company repurchased 243,847 shares of common stock in the open market at an aggregate cost of $ 1.7 million under the Repurchase Program.

There were no share repurchases during the year ended May 31, 2024.

There were no shares repurchased during the twelve months ended May 31, 2026.

During fiscal year 2025, the Company repurchased 243,847 shares of common stock in the open market at an aggregate cost of $ 1.7 million under the Repurchase Program.

As of May 31, 2026, $ 13.3 million remained available for repurchase under the Repurchase Program.

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As of May 31, 2026, the carrying value of the financing arrangement was $ 5.8 million, of which $ 0.4 million was classified as " Other current liabilities " and $ 5.4 million was classified as " Other long-term liabilities " on the Consolidated Balance Sheets.

Interest expense associated with the financing arrangement was $ 0.2 million for the twelve months ending May 31, 2025.

As of May 31, 2025, the carrying value of the financing arrangement was $ 6.2 million, of which $ 0.4 million was classified as " Other current liabilities " and $ 5.8 million was classified as " Other long-term liabilities " on the Consolidated Balance Sheets.

Interest expense associated with the financing arrangement was $ 0.4 million and $ 0.2 million, respectively, for the twelve months ending May 31, 2026 and 2025.

Remaining future cash payments related to the financing arrangement as of May 31, 2026 for each of the following fiscal years is:

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Further, the Company has elected to not recognize leases with terms of 12 months or less on the balance sheet, and elected to account for lease and non-lease components as a single component for certain classes of assets.

The Company extended the lease for the corporate headquarters in Latham, NY through June 2031 and the Company increased its footprint for its research and development facility in Marlborough, MA through September 2030.

The following table presents supplemental balance sheet information related to leases:

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The following table summarizes the Company's other future commitments and contingencies as of May 31, 2026:

(in thousands) Total 2026 2027 2028 2029 2030 and thereafter

(in thousands) 2027 2028 2029 2030 2031 and thereafter Total

Royalties (1)

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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.

Neither party admitted any liability and the Settlement Agreement contains mutual covenants not to sue and releases.

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 will also make six minimum annual payments to BD of $ 2.5 million which started 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 fiscal year ended May 31, 2026.

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.

Appellate briefing is closed, but an argument date has not yet been set.

Neither party admitted any liability and the agreement contains mutual covenants not to sue and releases.

The parties participated in the appeal before the Federal Circuit of the case that was filed March 10, 2015 and on December 15, 2025, the Federal Circuit affirmed the District Court’s findings of patent invalidity and entered judgement in favor of AngioDynamics.

While the Company will continue to make annual payments to BD pursuant to the Settlement Agreement, no additional contingent payments are due as a result of the Federal Circut's affirmance.

As of May 31, 2026, there was $ 2.5 million payable to BD recorded in other current liabilities and $ 6.9 million recorded in other long-term liabilities.

Patent Infringement

On April 23, 2026, the Company filed a complaint commencing a patent infringement lawsuit in the United States District Court for the District of Delaware against Endovascular Engineering, Inc.

The complaint alleges that E2’s Hēlo Thrombectomy System unlawfully incorporates several features protected by registered patents held by the Company, including relating to the Company’s proprietary self-expanding funnel technology and related features that improve the removal of thrombi and emboli from the body.

The complaint seeks damages and equitable relief.

The Company believes that vigorous protection of its intellectual property rights supports continued innovation and improved care for patients.

Port Product Claims

6 unchanged sentences

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 regularly reviews its segments and the approach used by the chief operating decision maker, the President and CEO, to evaluate performance and allocate resources.

The Company manages its operations through two operating segments, Med Tech and Med Device.

54 unchanged sentences

Intangible and other asset impairment (6)

Israeli Innovation Authority prepayment (7)

CEO Transition (7)

2,378 2,245 2,605

7 unchanged sentences

(6) An impairment of $ 3.4 million on intangible and fixed assets and an inventory write-off of $ 2.9 million was taken in the third quarter of fiscal year 2024 relating to the abandonment of the Syntrax and RF product lines.

(7) In the first quarter of fiscal year 2023, a $ 3.5 million payment was made to the Israeli Innovation Authority to fully satisfy the obligation related to grant funds that were provided to Eximo for development of the Auryon laser prior to the acquisition in the second quarter of fiscal year 2020.

(8) Included in the $ 2.2 million and $ 2.6 million in other for the years ended May 31, 2025 and 2024 is $ 0.9 million and $ 1.4 million, respectively, of severance due to restructurings outside of the plant closure.

(7) CEO retirement and transition expenses related to the CEO search and retention agreements with the Company's executive leadership team.

(8) Included in the $ 2.4 million, $ 2.2 million and $ 2.6 million for the years ended May 31, 2026, 2025 and 2024 is $ 0.7 million, $ 0.9 million and $ 1.4 million, respectively, of severance due to restructurings outside of the plant closure.

In addition, for the year ended May 31, 2024, $ 0.9 million of deferred financing fees that were written-off in conjunction with the divestiture of the Dialysis and BioSentry businesses and concurrent extinguishment of the debt.

4 unchanged sentences

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.

The restructuring activities associated with the modified Plan are expected to be completed in the first quarter of fiscal year 2027.

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

Type of cost (in thousands) 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

$ 16,000 to $ 17,000

Termination benefits 6,200 to 7,200

Outside consultants 7,500 to 8,500

Validation expenses 3,400 to 4,400

Regulatory filings 150 to 650

Other 150 to 650

$ 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 years ended May 31, 2025 and 2024 of $ 13.8 million and $ 9.5 million, respectively.

The Company recorded restructuring charges related to the Plan during the years ended May 31, 2026, 2025 and 2024 of $ 13.1 million, $ 13.8 million and $ 9.5 million respectively.

Total restructuring charges recorded to date are $ 36.4 million.

35 unchanged sentences

8-K 10.1 May 28, 2025

10.1.2 Transition and Retirement Agreement, dated as of February 3, 2026, by and between AngioDynamics, Inc.

8-K 10.1 February 3, 2026

10.1.3 AngioDynamics, Inc.

13 unchanged sentences

DEF 14A September 3, 2020

10.2.1 Form of AngioDynamics Retention Incentive Letter Agreement

8-K 10.2 February 3, 2026

10.3 Form of Non-Statutory Stock Option Agreement pursuant to the AngioDynamics, Inc.

30 unchanged sentences

S-1/A 10.3 June 14, 2000

Exhibit Number Description of Exhibits Form Exhibit Filing Date

10.9 Rita Medical Systems, Inc.

1 unchanged sentence

S-8 99.2 July 8, 2005

Incorporated by Reference

Exhibit Number Description of Exhibits Form Exhibit Filing Date

10.10 Rita Medical Systems, Inc.

31 unchanged sentences

10-K 10.21 July 25, 2024

14 Code of Ethics.

10-K 14 October 1, 2021

14 Code of Conduct

19 Insider Trading Policy

10-K 19 July 18, 2025

21 Subsidiaries

7 unchanged sentences

97 Clawback Policy

10-K 97 July 18, 2025

101.INS XBRL Instance Document

29 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-K

Item 9A. Controls and Procedures