What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-13 · 180 added, 113 removed, 466 unchanged (39% of the section changed)

5 unchanged sentences

Cash and cash equivalents

Accounts receivable, net of allowances of $ 164 as of March 31, 2026 and December 31, 2025

Accounts receivable, net of allowances of $ 421 and $ 164 as of June 30, 2026 and December 31, 2025

Inventories - net

5 unchanged sentences

Patents - net

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

8 unchanged sentences

Commitments and Contingencies

Stockholders’ equity

Stockholders’ equity (deficit)

Preferred Stock, par value $ 0.001 , 5,000,000 shares authorized;

no shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common Stock, par value $ 0.001 , 100,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

62,733,305 and 62,804,305 shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively

no shares issued and outstanding as of June 30, 2026 and December 31, 2025

Common Stock, par value $ 0.001 , 100,000,000 shares authorized;

62,842,748 and 62,804,305 shares issued and outstanding as of June 30, 2026 and December 31, 2025 respectively

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of goods sold

2 unchanged sentences

Selling, general and administrative

Restructuring

Total operating expenses

4 unchanged sentences

Total other income (expense), net

Basic and diluted net loss per common share

Net income (loss)

Basic net income (loss) per common share

Diluted net income (loss) per common share

Weighted Average Shares of Common Stock Outstanding

Basic and diluted

Other comprehensive income (loss):

3 unchanged sentences

CYTOSORBENTS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

(in thousands, except share data)

1 unchanged sentence

Stockholders’

Income (Loss)

Balance at December 31, 2025

Equity (Deficit)

For the three months ended June 30, 2026

Balance as of March 31, 2026 (unaudited)

Stock-based compensation

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

Foreign translation adjustment

Balance as of June 30, 2026 (unaudited)

For the six months ended June 30, 2026

Balance as of December 31, 2025

Stock-based compensation

Reversal of excess RSU shares issued

Foreign currency translation adjustment, net of tax

Balance at March 31, 2026

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

Foreign translation adjustment

Balance as of June 30, 2026 (unaudited)

Comprehensive

Stockholders’

Balance at December 31, 2024

For the three months ended June 30, 2025

Balance as of March 31, 2025 (unaudited)

Stock-based compensation

Issuance of common stock from exercise of warrants

Issuance of common stock and warrants from rights offerings, net of fees incurred

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

Shares issued for exercise of stock options

Foreign currency translation adjustment, net of tax

Balance at March 31, 2025

Balance as of June 30, 2025 (unaudited)

For the six months ended June 30, 2025

Balance as of December 31, 2024

Stock-based compensation

Common stock issued upon vesting of restricted stock units, less shares withheld to cover taxes

Shares issued for exercise of stock options

Issuance of common stock and warrants from rights offerings, net of fees incurred

Issuance of common stock from exercise of warrants

Foreign translation adjustment

Balance as of June 30, 2025 (unaudited)

See accompanying notes to condensed consolidated financial statements.

3 unchanged sentences

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

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

Amortization of debt discount

Amortization of patents

Depreciation and amortization

Amortization of right-of-use asset

Loss on abandoned patents

Write-off of inventory

Bad debt expense (recovery)

17 unchanged sentences

Net change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of year

Cash, cash equivalents, and restricted cash – end of period

Cash, cash equivalents, and restricted cash as of beginning of period

Cash, cash equivalents, and restricted cash as of end of period

Supplemental disclosure of cash flow information

2 unchanged sentences

Fair value of common stock warrants issued in connection with the rights offering

Offering fees included in accounts payable

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

NATURE OF BUSINESS AND BASIS OF PRESENTATION

3 unchanged sentences

The Company, through its wholly owned European subsidiary, CytoSorbents Europe GmbH, based in Berlin, Germany, its wholly-owned Indian subsidiary, CytoSorbents India Private Limited, based in Kasavanahalli, India, and its wholly-owned Dubai entity, CytoSorbents MEA FZCO, based in CommerCity, Dubai, conducts sales and marketing related operations for the CytoSorb device outside of the United States.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 and 2025.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company as of June 30, 2026 and December 31, 2025, and for the three and six months ended June 30, 2026 and 2025.

The Company’s condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and therefore, do not include all information and footnotes necessary for a fair presentation of consolidated financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“U.S.

3 unchanged sentences

GAAP have been condensed or omitted.

The results for the three months ended March 2026 and 2025, are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period.

The results for the three and six months ended June 30, 2026 and 2025, are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period.

The Company presents amounts in thousands unless otherwise stated.

2 unchanged sentences

Going Concern

As of March 31, 2026, the Company’s total cash and cash equivalents and restricted cash was approximately $ 6.3 million, with $ 1.5 million classified as restricted, and $ 4.8 million as unrestricted and available to fund operations.

As of June 30, 2026, the Company’s total cash and cash equivalents and restricted cash was approximately $ 5.9 million, with $ 1.5 million classified as restricted, and $ 4.4 million as unrestricted and available to fund operations.

These cash and restricted cash balances considered with the Company’s historical and expected future cash used in operations, notwithstanding the Company’s Strategic Workforce and Cost Reduction Plan (see Note 11, “Restructuring”) and the impact of the Amended Loan and Security Agreement (see Note 6, “Long-Term Debt”) raises substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that the accompanying condensed consolidated financial statements are issued.

The Company’s expected future capital requirements may depend on many factors, including expanding the Company’s customer base and sales force, the timing and extent of spending in obtaining regulatory approval and introduction of new products, including the potential regulatory approval and introduction of DrugSorb™-ATR, in the United States which would allow for the opportunity to receive Tranche 2 (b) of the Amended Avenue Capital Commitment by December 31, 2026 and receive an additional 6-month extension of the interest-only period on the credit facility.

The Company’s expected future capital requirements may depend on many factors, including the ability to continue to reduce cash burn and achieve operating cash flow breakeven in the second half of 2026, expanding the Company’s customer base and sales force, the timing and extent of spending in obtaining regulatory approval and introduction of new products, including the potential regulatory approval and introduction of DrugSorb™-ATR, in the United States which would allow for the opportunity to receive Tranche 2 (b) of the Amended Avenue Capital Commitment by December 31, 2026 and receive an additional 6-month extension of the interest-only period on the credit facility, but which approval is now expected beyond this time frame.

Additional sources of liquidity available to the Company include the 2024 Shelf, other public or private equity offerings, debt financing or from other sources.

18 unchanged sentences

Loss on Abandoned Patents

During the three months ended March 31, 2026 and 2025, the Company recorded non-cash charges of approximately $ 0.3 million and $ 0.0 million respectively, related to the loss on abandonment of certain pending patent applications in certain specific jurisdictions and the abandonment of certain pending patent application costs in the ordinary course of business.

This charge is included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

The Company has no t recorded income tax expense or income tax benefit for the three months ended March 31, 2026 and 2025 due to the generation of net operating losses, the benefits of which have been fully reserved.

During the three months ended June 30, 2026 and 2025, the Company recorded immaterial non-cash losses related to abandoned patents.

During the six months ended June 30, 2026 and 2025, the Company recorded non-cash charges of approximately $ 0.3 million and less than $ 0.1 million, respectively, related to the abandonment of certain pending patent applications in specific jurisdictions and the write-off of certain pending patent application costs in the ordinary course of business.

These charges are included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

The Company has no t recorded income tax expense or income tax benefit for the three months ended June 30, 2026 and 2025 due to the generation of net operating losses, the benefits of which have been fully reserved.

Deferred income taxes are accounted for using the balance sheet approach, which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities.

13 unchanged sentences

Management monitors the soundness of these institutions in an effort to minimize its collection risk of these balances.

A significant portion of the Company’s revenues is from product sales in Germany.

Product sales in Germany represented approximately 26 % and 35 % of the Company’s revenues for the three months June 30, 2026 and 2025, respectively;

and 28 % and 34 % for the six months ended June 30, 2026 and 2025, respectively.

See Note 5, “Revenue”, for additional information relating to the Company’s revenue.

The Company does not have any significant concentration of risk with respect to any one particular supplier.

As of March 31, 2026, distributor A and distributor B accounted for approximately 17 % and 11 %, respectively, of the Company’s outstanding accounts receivable.

As of December 31, 2025, distributor A accounted for approximately 17 % of outstanding accounts receivable.

For the three months ended March 31, 2026, distributor A accounted for approximately 14 % of the Company’s revenue.

For the three months ended March 31, 2025, no distributor or direct customers accounted for more than 10% of the Company’s revenue.

As of June 30, 2026, each of distributor A, distributor B and distributor C accounted for approximately 18 %, 18 % and 12 %, respectively, of the Company’s outstanding accounts receivable.

As of December 31, 2025, one distributor accounted for approximately 17 % of the Company’s outstanding accounts receivable.

For the three months ended June 30, 2026, each of distributor A and distributor B accounted for approximately 15 % and 13 %, respectively, of the Company’s revenue.

For the six months ended June 30, 2026, distributor B accounted for approximately 13 % of the Company’s revenue.

For the three and six months ended June 30, 2025, no distributor or direct customer accounted for more than 10 % of the Company’s revenue.

Shipping and Handling Costs

Total freight costs amounted to approximately $ 0.1 million for each of the three months ended March 31, 2026 and 2025.

Total freight costs amounted to approximately $ 0.1 million and $ 0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 0.2 million and $ 0.3 million for the six months ended June 30, 2026 and 2025, respectively.

BALANCE SHEET COMPONENTS

Cash, cash equivalents, and restricted cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash shown in the condensed consolidated balance sheets and the condensed consolidated statements of cash flows:

March 31, 2026

December 31, 2025

The following table provides a reconciliation of cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows:

June 30, 2026

June 30, 2025

(amounts, in thousands)

4 unchanged sentences

The Company had the following major classes of inventories:

March 31, 2026

June 30, 2026

December 31, 2025

7 unchanged sentences

Depreciation/

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

Property and equipment - net

Depreciation expense for each of the three months ended March 31, 2026 and 2025 amounted to approximately $ 0.3 million.

Depreciation expense for each of the three months ended June 30, 2026 and 2025 amounted to $ 0.3 million and $ 0.3 million, respectively.

Depreciation expense for each of the six months ended June 30, 2026 and 2025 amounted to $ 0.6 million and $ 0.6 million, respectively.

Patents - net

Patents consist of the following:

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Less accumulated amortization of patents issued

Patent amortization expenses amounted to $ 0.1 million for each of the three months ended March 31, 2026 and 2025.

Patent amortization expense for the next five years and thereafter is scheduled as follows:

Patents - net

Patent amortization expenses amounted to $ 0.1 million and less than $ 0.1 million for the six months ended June 30, 2026 and 2025, respectively.

Patent amortization expenses amounted to $ 0.06 million for each of the three months ended June 30, 2026 and 2025.

Patent amortization expense related to “patents issued” for the next five years and thereafter is scheduled as follows:

(amounts, in thousands)

3 unchanged sentences

Accrued expenses and other current liabilities consist of the following:

March 31, 2026

June 30, 2026

December 31, 2025

38 unchanged sentences

The following non-cash stock-based compensation expense, which relates to stock options and restricted stock units (“RSUs”), is included in each of the respective line items in the Company’s condensed consolidated statements of operations and comprehensive loss:

Three Months Ended March 31,

Three Months Ended June 30,

Stock-based compensation expense by category

4 unchanged sentences

Total stock-based compensation expense

For the three months ended March 31, 2026 and 2025, approximately $ 0.4 million and $ 0.7 million of stock-based compensation expense relates to stock options, respectively.

For each of the three months ended March 31, 2026 and 2025, approximately $ 0.1 million relates to RSUs.

Six Months Ended June 30,

Stock-based compensation expense by category

(amounts, in thousands)

Cost of goods sold

Research and development, net of grant income

Selling, general and administrative

Total stock-based compensation expense

For the six months ended June 30, 2026 and 2025, approximately $ 0.8 and $ 1.1 million of stock-based compensation expense relates to stock options, and approximately $ 0.2 and $ 0.3 million relates to RSUs, respectively.

For the three months ended June 30, 2026 and 2025, approximately $ 0.3 and $ 0.4 million of stock-based compensation expense relates to stock options, and approximately $ 0.1 and $ 0.1 million relates to RSUs, respectively.

Stock-options

The summary of the stock option activity for the three months ended March 31, 2026, is as follows:

The summary of the stock option activity for the six months ended June 30, 2026, is as follows:

Exercise Price

Outstanding, December 31, 2025

Outstanding, March 31, 2026

The Company estimated the fair value of stock options granted during the three months ended March 31, 2026 using a Black-Scholes pricing model, which used the following inputs:

Outstanding, June 30, 2026

The Company estimated the fair value of stock options granted during the six months ended June 30, 2026, which was approximately $ 0.38 million, using a Black-Scholes pricing model with the following inputs:

Exercise price (per share)

7 unchanged sentences

In addition, the Company recognizes forfeitures as they occur.

The intrinsic value is calculated as the difference between the market value of the shares as of March 31, 2026 of $ 0.57 and the exercise price of the shares.

The intrinsic value is calculated as the difference between the market value of the shares as of June 30, 2026 of $ 0.37 and the exercise price of the shares.

Options Outstanding

5 unchanged sentences

(in thousands)

The summary of the status of the Company’s non-vested options for the three months ended March 31, 2026, is as follows:

The summary of the status of the Company’s non-vested options for the six months ended June 30, 2026, is as follows:

Non-vested, December 31, 2025

Non-vested, March 31, 2026

As of March 31, 2026, the Company had approximately $ 1.4 million of total unrecognized compensation cost related to stock options which will, on average, be amortized over approximately 19 months .

( 1,074,823 )

Non-vested, June 30, 2026

As of June 30, 2026, the Company had approximately $ 1.0 million of total unrecognized compensation cost related to stock options which will, on average, be amortized over approximately 18 months .

Change in Control-Based RSUs

2 unchanged sentences

The following table is a summary of these restricted stock units:

Weighted Average Grant Date Fair Value

(amounts in thousands, except share data)

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Outstanding, June 30, 2026

Due to the uncertainty over whether these restricted stock units will vest, which will only happen upon a Change in Control, or upon certain life events, the Company will only record expense upon an actual vesting event.

For the three months ended March 31, 2026, the Company did not record any charges for these restricted stock units.

For the six months ended June 30, 2026, the Company did not record any charges for these restricted stock units.

Other RSU Awards

2 unchanged sentences

The grant-date fair value of RSUs is recognized as stock-based compensation expense over the requisite service period.

The following table outlines the restricted stock unit activity for the three months ended March 31, 2026:

The following table outlines the restricted stock unit activity for the six months ended June 30, 2026:

Non-vested, January 1, 2026

Unvested shares forfeited

Non-vested, March 31, 2026

Although the RSUs vested during the three months ended March 31, 2026, the related shares will not be issued until a later date.

The issuance of shares is expected to occur in the three months ended June 30, 2026.

As of March 31, 2026, the remaining weighted average vesting period for restricted stock awards subject to vesting was 22 months and the remaining unrecognized restricted stock unit compensation expense was $ 0.4 million.

Non-vested, June 30, 2026

As of June 30, 2026, the remaining weighted average vesting period for restricted stock awards subject to vesting was 19 months and the remaining unrecognized restricted stock unit compensation expense was $ 0.3 million.

Warrants related to the December 2023 equity offering and June 2024 Loan and Security Agreement

As of March 31, 2026, the Company had 5,780,701 warrants outstanding.

As of June 30, 2026, the Company had 5,780,701 warrants outstanding.

Of this amount, 2,706,561 warrants outstanding are related to the Company’s December 13, 2023 offering.

7 unchanged sentences

The number of warrants and exercise price are fixed.

The following table disaggregates the Company’s revenue by customer type and geographic area for the three months ended March 31, 2026:

The following table disaggregates the Company’s revenue by customer type and geographic area for the three months ended June 30, 2026:

Distributors/

3 unchanged sentences

All other countries

The following table disaggregates the Company’s revenue by customer type and geographic area for the three months ended March 31, 2025:

The following table disaggregates the Company’s revenue by customer type and geographic area for the three months ended June 30, 2025:

Distributors/

3 unchanged sentences

All other countries

The following table disaggregates the Company’s revenue by customer type and geographic area for the six months ended June 30, 2026:

Distributors/

Strategic Partners

(amounts, in thousands)

United States

All other countries

The following table disaggregates the Company’s revenue by customer type and geographic area for the six months ended June 30, 2025:

Distributors/

Strategic Partners

(amounts, in thousands)

United States

All other countries

CytoSorb Sales

20 unchanged sentences

The following table provides information about receivables and contract liabilities from contracts with customers:

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Contract liabilities

Contract receivables represent unconditional rights to consideration for goods delivered or services performed under contracts with customers, including purchase orders.

These amounts, which are included in accounts receivable on the condensed consolidated balance sheets, were approximately $ 6.9 million, $ 7.1 million at March 31, 2026, and December 31, 2025, respectively.

Contract liabilities, which are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets, represent the value of free of charge goods and credit rebates earned in accordance with the terms of certain direct customer agreements, which amounted to approximately $ 0.1 million and $ 0.2 million as of March 31, 2026 and December 31, 2025, respectively.

Contract receivables represent unconditional rights to consideration for goods delivered or services performed under contracts with customers, including purchase orders, and are included in accounts receivable on the condensed consolidated balance sheets.

Contract liabilities are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025, contract liabilities consisted of $ 1.1 million primarily representing advance payments received for orders for which revenue has not yet been recognized and $ 0.2 million representing the value of free-of-charge goods and credit rebates earned under the terms of certain customer agreements, respectively.

The Company classifies these amounts as current, as it expects to satisfy the related performance obligations and recognize the associated revenue within the next twelve months.

LONG-TERM DEBT

4 unchanged sentences

The first tranche of $ 15 million (“Tranche 1”), consisted of $ 10 million which was available to the Company on the Closing Date and $ 5 million constituted restricted cash, which was released from its restriction on January 10, 2025, as the following conditions were achieved:

(i) the United States Food and Drug Administration (the “FDA”) has accepted the Company’s application for review with respect to DrugSorb-ATR De Novo 510(k) and (ii) the Company received a minimum of $ 3 million in net

proceeds from the sale of its equity securities after the Closing Date.

The restriction was released on a dollar-for-dollar basis for equity raised between $ 3 million and $ 5 million.

6 unchanged sentences

These warrants meet the criteria for equity classification under ASC 815.

The loan required interest-only payments for the first 24 months , through July 1, 2026, followed by equal monthly installments of principal plus accrued and unpaid interest until maturity, on July 1, 2027;

provided, however, that if the Company had drawn the full amount of Tranche 2 by December 31, 2025, and achieves for the trailing six-month period ended June 30, 2026, at least $ 25 million of revenue, (the Interest only Milestone as defined in the Loan), the Interest only Period would have been extended by six months to January 1, 2027, followed by equal monthly installments of principal plus accrued and unpaid interest through January 1, 2028.

The loan originally required interest-only payments for the first 24 months , through July 1, 2026, followed by equal monthly installments of principal plus accrued and unpaid interest until maturity, on July 1, 2027;

provided, however, that if the Company had drawn the full amount of Tranche 2 by December 31, 2025, and achieved for the trailing six-month period ended June 30, 2026, at least $ 25 million of revenue, (the Interest only Milestone as defined in the Loan), the Interest only Period would have been extended by six months to January 1, 2027, followed by equal monthly installments of principal plus accrued and unpaid interest through January 1, 2028.

See further discussion of the November 13, 2025 Amended Loan and Security Agreement below.

On October 22, 2024, the Company announced that the FDA had accepted its application of DrugSorb-ATR, which was one of the two conditions required by the restricted cash debt covenant.

9 unchanged sentences

Upon a prepayment, the Company would incur a fee ranging from 1 % to 3 % of the outstanding principal, depending on the time of payment in relation to the maturity date.

The Loan and Security Agreement includes customary loan conditions, company representations and warranties, company affirmative covenants and company negative covenants for secured transactions of this type.

As of March 31, 2026, the Company was in compliance with these covenants.

The Amended Loan and Security Agreement includes customary loan conditions, company representations and warranties, company affirmative covenants and company negative covenants for secured transactions of this type.

As of June 30, 2026, the Company was in compliance with these covenants.

The Company evaluated the amendment in accordance with applicable accounting guidance and determined that the amendment should be accounted for as a debt modification.

As a result of the debt amendment, there were no write-offs of existing unamortized deferred

financing costs.

As a result of the debt amendment, there were no write-offs of existing unamortized deferred financing costs.

The Company recorded additional deferred financing costs of approximately $ 0.6 million related to the fair value of warrants issued in connection with the debt amendment.

16 unchanged sentences

The obligations under the Loan and Security Agreement are secured by a first priority security interest in favor of the Lenders with respect to the Company’s Shares (as defined in the Loan and Security Agreement) and the Company’s Collateral (as defined in the Loan and Security Agreement), which includes the Company’s intellectual property, pursuant to that certain Intellectual Property Security Agreement, dated as of June 28, 2024, by and between the Company and the Administrative and Collateral Agent.

Long-term debt as of March 31, 2026 and December 31, 2025 consists of the following:

March 31, 2026

Long-term debt as of June 30, 2026 and December 31, 2025 consists of the following:

June 30, 2026

December 31, 2025

6 unchanged sentences

Long-term debt net of current maturities and debt discount

As of March 31, 2026, principal payments of long-term debt are due as follows:

As of June 30, 2026, principal payments of long-term debt are due as follows:

On June 28, 2024, concurrent with the closing of the Avenue Capital Group financing discussed above, the Company paid off its previously outstanding debt with Bridge Bank, a division of Western Alliance Bank (the “Bank”).

As of March 31, 2026, the following commitments survive after the termination of the Bridge Bank Amended and Restated Loan and Security Agreement and related amendments:

As of June 30, 2026, the following commitments survive after the termination of the Bridge Bank Amended and Restated Loan and Security Agreement and related amendments:

2022 Success Fee Letter

14 unchanged sentences

Currently the Company records royalty expense of 3 % on sales of Covered Products, under the ROKK, LLC Royalty Contract.

Royalty expense amounted to approximately $ 0.3 million for each of the three months ended March 31, 2026, and 2025.

Royalty expense amounted to approximately $ 0.3 million and $ 0.3 million for each of the three months ended June 30, 2026, and 2025.

For each of the six months ended June 30, 2026 and 2025, royalty expense amounted to $ 0.5 million and $ 0.5 million respectively.

Royalty expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

1 unchanged sentence

Participants may defer up to 100 % of their eligible compensation subject to certain Internal Revenue Code limitations.

Matching contributions amounted to approximately $ 0.1 million for each of the three months ended March 31, 2026 and 2025.

Matching contributions amounted to approximately $ 0.1 million for each of the three months ended June 30, 2026 and 2025.

Matching contributions amounted to approximately $ 0.2 million for each of the six months ended June 30, 2026 and 2025.

The Company has operating leases that primarily relate to operating facilities in both the United States and Germany.

The Company leases its operating facilities under operating lease arrangements with varying expiration dates through March 2037.

As of March 31, 2026, the remaining lease term of the Company’s operating leases ranges from six to twelve years .

Supplemental statement of operations and cash flows related to the operating lease liability is as follows (excluding variable payments and expenses):

As of June 30, 2026, the remaining lease term of the Company’s operating leases ranges from six to twelve years .

Supplemental statements of operations and cash flows related to the operating lease liability is as follows (excluding variable payments and expenses):

Six Months Ended June 30,

(amounts, in thousands)

10 unchanged sentences

The components of lease expense were as follows:

Three Months Ended March 31,

Three Months Ended June 30,

(amounts, in thousands)

2 unchanged sentences

Total lease cost

As of March 31, 2026, the maturities of the operating lease liability are as follows:

Six Months Ended June 30,

(amounts, in thousands)

Operating lease cost

Variable lease cost

Total lease cost

As of June 30, 2026, the maturities of the operating lease liability are as follows:

Remainder of 2026

2 unchanged sentences

Total operating lease liability

NET LOSS PER SHARE

Basic loss per share and diluted loss per share for the three months ended March 31, 2026 and 2025 have been computed by dividing the net loss for each respective period by the weighted average number of shares outstanding during that period.

Net income or loss per common share is calculated as basic net income per share and diluted net income per share, in the case of recognizing net income.

Basic net income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period.

Diluted net income per share is computed in the same manner as basic net income after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes the potential dilution that could occur:

NET INCOME (LOSS) PER SHARE

Basic earnings (loss) per share and diluted earnings (loss) per share for the three and six months ended June 30, 2026 and 2025 have been computed by dividing the net income (loss) for each respective period by the weighted average number of shares outstanding during that period.

Net income (loss) per common share is calculated as basic net income (loss) per share and diluted net income (loss) per share, in the case of recognizing net income (loss).

Basic net income (loss) per share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period.

Diluted net income (loss) per share is computed in the same manner as basic net income (loss) after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes the potential dilution that could occur:

(i) if the RSUs with service conditions were fully vested (using the treasury stock method);

4 unchanged sentences

and (vi) if convertible debt was converted to common stock.

The computation of diluted net loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

The following table summarizes earnings per share calculations:

The computation of diluted net income (loss) per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings (loss).

The following table summarizes earnings (loss) per share calculations:

Three Months Ended

Six Months Ended

Basic and Diluted

(amounts, in thousands, except share and per share data)

Basic and diluted weighted average common shares outstanding

Basic and diluted earnings per common share

Net income (loss)

Basic weighted average common shares outstanding

Diluted weighted average common shares outstanding

Basic and diluted earnings (loss) per common share

The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive:

March 31, 2026

March 31, 2025

June 30, 2026

Stock options outstanding

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Convertible securities

* Total number of RSUs include 2,635,500 and 2,787,500 units with a Change in Control-Based performance condition as of March 31, 2026 and March 31, 2025, respectively.

* Total number of RSUs include 608,801 units with a time service vesting condition and 2,642,250 units with a Change in Control-Based performance condition as of June 30, 2026.

Total number of RSUs include 547,335 units with a time service vesting condition and 2,832,500 units with a Change in Control-Based performance condition as of June 30, 2025.

Certain stock options and restricted stock units are not included in the diluted earnings per share calculation when the effect would be anti-dilutive.

The number of anti-dilutive shares were 10,819,609 and 10,820,859 for the three and six months ended June 30, 2025, respectively.

SEGMENT INFORMATION

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The Company’s chief operating decision maker, or CODM, is the Company’s Chief Executive Officer.

The CODM assesses performance of the segment and decides how to allocate resources based on revenue growth, gross margin, operating expenses, adjusted net loss, adjusted EBITDA (EBITDA as defined below, adjusted for stock-based compensation, (gain) loss on foreign currency transactions, and restructuring) and cash burn (cash used in operating and investing activities) derived from the Company’s consolidated results of operations and cash flows and total assets of the segment.

The CODM assesses performance of the segment and decides how to allocate resources based on revenue growth, gross margin, operating expenses, adjusted net loss, adjusted EBITDA (EBITDA as defined below, adjusted for stock-based compensation, (gain) loss on foreign currency transactions, and restructuring) and operating cash burn (net change in cash, cash equivalents and restricted cash, excluding financing activities) derived from the Company’s consolidated results of operations and cash flows and total assets of the segment.

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

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Three Months Ended

Six Months Ended

(amounts, in thousands)

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EBITDA and Adjusted EBITDA (both non-GAAP measures):

Net income (loss)

Interest expense, net

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(Gain) loss on foreign currency transactions

Restructuring

Adjusted EBITDA, a non-GAAP measure

2 unchanged sentences

(Gain) loss on foreign currency transactions

Restructuring

Adjusted net loss, a non-GAAP measure

Total cash used in operating and investing activities

March 31, 2026

Operating cash burn (net change in cash, cash equivalents, and restricted cash, excluding financing activities

June 30, 2026

December 31, 2025

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Three Months Ended

Six Months Ended

(amounts, in thousands)

Research and development:

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Refer to Note 4, “Common Stock, Stock-Based Compensation and Warrants”, for additional information.

Capital expenditures of the segment totaled $ 0.1 million for the each of the three months ended March 31, 2026 and 2025.

RESTRUCTURING

Restructuring Plan

During the fourth quarter of 2025 and into the first quarter of fiscal 2026, the Company initiated a strategic workforce and cost reduction plan (the “Strategic Workforce and Cost Reduction Plan”) to reduce costs, optimize operations, and accelerate a path to cash-flow profitability.

This initiative follows a comprehensive review of the Company’s cost structure and operating model.

As part of the Strategic Workforce and Cost Reduction Plan, the Company reduced its workforce by approximately 10 %, and reduced and realigned operating and production expenses.

During the fourth quarter of 2025 and into the second quarter of fiscal 2026, the Company initiated a strategic workforce and cost reduction plan (the “Strategic Workforce and Cost Reduction Plan”) to reduce costs, optimize operations, and accelerate a path to cash-flow profitability.

These initiatives follow comprehensive review of the Company’s cost structure and operating model.

As a result of the Strategic Workforce and Cost Reduction Plan and attrition, the Company has reduced its workforce by approximately 23 %, and reduced and realigned operating and production expenses.

Restructuring Charges

The table below sets forth the estimated amount of unpaid restructuring charges as of March 31, 2026 and December 31, 2025 included in accrued expenses that are expected to be paid in less than one year.

The table below sets forth the estimated amount of unpaid restructuring charges as of June 30, 2026 and December 31, 2025 included in accrued expenses that are expected to be paid in less than one year.

Total additions to unpaid restructuring charges are limited to workforce reductions as the other components of restructuring costs do not require cash payments.

March 31, 2026

June 30, 2026

December 31, 2025

(amounts, in thousands)

Restructuring charges, beginning of the year

Restructuring charges, beginning of the period

Restructuring charges unpaid and outstanding, end of period

During each of the three and six months ended June 30, 2026, the Company recorded restructuring charges of approximately $ 0.3 million, respectively, in connection with its Strategic Workforce and Cost Reduction Plan.

These charges are included within operating expenses in the condensed consolidated statements of operations and comprehensive loss.

No restructuring charges were recorded during the three and six months ended June 30, 2025.

SUBSEQUENT EVENTS

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

What changed 10-Q

Item 1. Financial Statements