−Removed: DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
+Added: MANAGEMENT’S DISCUSSION
+Added: AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the historical
7 unchanged sentences
“Company,” “our,” “we,” “us” and similar terms refer to Digital Brands Group, Inc., together
−Removed: with its wholly-owned subsidiaries Bailey 44, LLC (“Bailey”), MOSBEST, LLC (“Stateside”) and Sunnyside (“Sundry”).
−Removed: Brands Group is a curated collection of lifestyle brands, including Bailey 44, DSTLD, Stateside, Sundry and ACE Studios, that offers
−Removed: a variety of apparel products through direct-to-consumer and wholesale distribution.
−Removed: Our complementary brand portfolio provides us with
−Removed: the unique opportunity to cross merchandise our brands.
−Removed: We aim for our customers to wear our brands head to toe and to capture what we
−Removed: call “closet share” by gaining insight into their preferences to create targeted and personalized content specific to their
−Removed: Operating our brands under one portfolio provides us with the ability to better utilize our technological, human capital and
−Removed: operational capabilities across all brands.
+Added: with its wholly-owned subsidiaries Bailey 44, LLC (“Bailey”), MOSBEST, LLC (“Stateside”) and SUNNYSIDE, LLC (“Sundry”).
+Added: Brands Group is a curated collection of lifestyle apparel brands, including Bailey 44, DSTLD, Stateside, and Sundry, that offers a variety
+Added: of apparel products through direct-to-consumer and wholesale distribution channels.
+Added: In 2025, the Company launched its collegiate name,
+Added: image and likeness (NIL) apparel program, entering into multi-year agreements with AAA Tuscaloosa (University of Alabama), Traffic Holdco,
+Added: The Grove Collective (Ole Miss), and Learfield/Buffalo Sports Properties (University at Buffalo).
+Added: Our complementary brand portfolio provides
+Added: us with the unique opportunity to cross merchandise our brands.
+Added: We aim for our customers to wear our brands head to toe and to capture
+Added: what we call “closet share” by gaining insight into their preferences to create targeted and personalized content specific
+Added: to their cohort.
+Added: Operating our brands under one portfolio provides us with the ability to better utilize our technological, human capital
+Added: and operational capabilities across all brands.
As a result, we have been able to realize operational efficiencies and continue to identify
2 unchanged sentences
our websites, wholesale and license revenue.
−Removed: 44 combines beautiful, luxe fabrics and on-trend designs to create sophisticated ready-to-wear capsules for women on-the-go.
−Removed: Designing for real life, this brand focuses on feeling and comfort rather than how it looks on a runway.
−Removed: Bailey 44 is primarily a
−Removed: wholesale brand, which we are transitioning to a digital, direct-to-consumer brand.
−Removed: offers stylish high-quality garments without the luxury retail markup valuing customer experience over labels.
−Removed: DSTLD is primarily
−Removed: a digital direct-to-consumer brand, to which we recently added select wholesale retailers to generate brand awareness.
−Removed: is an elevated, America first brand with all knitting, dyeing, cutting and sewing sourced and manufactured locally in Los Angeles.
−Removed: The collection is influenced by the evolution of the classic T-shirt offering a simple yet elegant look.
−Removed: Stateside is primarily a
−Removed: wholesale brand that we will be transitioning to a digital, direct-to-consumer brand.
−Removed: offers distinct collections of women’s clothing, including dresses, shirts, sweaters, skirts, shorts, athleisure bottoms
−Removed: and other accessory products.
−Removed: Sundry’s products are coastal casual and consist of soft, relaxed and colorful designs that feature
−Removed: a distinct French chic, resembling the spirits of the French Mediterranean and the energy of Venice Beach in Southern California.
−Removed: Sundry is primarily a wholesale brand that we will be transitioning to a digital, direct-to-consumer brand.
−Removed: – Avo is a women’s essential brand that will offer t-shirts, sweats, dresses, sweaters and athleisure.
−Removed: Avo eliminates
−Removed: the wholesale mark-up, so its products have a sharper price point.
−Removed: Avo also offers larger discounts when the customer bundles multiple
−Removed: products to their cart, which allows Avo to leverage its shipping and fulfillment costs.
−Removed: Avo leverages the Company’s current
−Removed: design and supply chain infrastructure, so we use similar or the same fabrics and contractors for Avo that we do for our other brands.
+Added: Bailey 44 combines
+Added: beautiful, luxe fabrics and on-trend designs to create sophisticated ready-to-wear capsules for women on-the-go.
+Added: Designing for real
+Added: life, this brand focuses on feeling and comfort rather than how it looks on a runway.
+Added: Bailey 44 is primarily a wholesale brand, which
+Added: we are transitioning to a digital, direct-to-consumer brand.
+Added: DSTLD offers stylish
+Added: high-quality garments without the luxury retail markup valuing customer experience over labels.
+Added: DSTLD is primarily a digital direct-to-consumer
+Added: brand, to which we recently added select wholesale retailers to generate brand awareness.
+Added: Stateside is an
+Added: elevated, America first brand with all knitting, dyeing, cutting and sewing sourced and manufactured locally in Los Angeles.
+Added: collection is influenced by the evolution of the classic T-shirt offering a simple yet elegant look.
+Added: Stateside is primarily a wholesale
+Added: brand that we will be transitioning to a digital, direct-to-consumer brand.
+Added: Sundry offers distinct
+Added: collections of women’s clothing, including dresses, shirts, sweaters, skirts, shorts, athleisure bottoms and other accessory
+Added: Sundry’s products are coastal casual and consist of soft, relaxed and colorful designs that feature a distinct French
+Added: chic, resembling the spirits of the French Mediterranean and the energy of Venice Beach in Southern California.
+Added: Sundry is primarily
+Added: a wholesale brand that we will be transitioning to a digital, direct-to-consumer brand.
+Added: is a women’s essential brand that will offer t-shirts, sweats, dresses, sweaters and athleisure.
+Added: Avo eliminates the wholesale
+Added: mark-up, so its products have a sharper price point.
+Added: Avo also offers larger discounts when the customer bundles multiple products
+Added: to their cart, which allows Avo to leverage its shipping and fulfillment costs.
+Added: Avo leverages the Company’s current design
+Added: and supply chain infrastructure, so we use similar or the same fabrics and contractors for Avo that we do for our other brands.
believe that successful apparel brands sell in all revenue channels.
61 unchanged sentences
Supply chain issues have specifically impacted the following for our brands:
−Removed: costs in raw materials from fabric prices, which have increased 10% to 100% depending on the fabric, the time of year, and the origin
−Removed: of the fabric, as well as where the fabric is being shipped;
−Removed: cost per kilo to ship via sea or air, which has increased from 25% to 300% depending on the time of year and from the country we
−Removed: are shipping from;
−Removed: transit time via sea or air, which have increased by two weeks to two months;
−Removed: labor costs for producing the finished goods, which have increased 5% to 25% depending on the country and the labor skill required
−Removed: to produce the goods.
−Removed: We have been able to pass along some of these increased costs and also offset some of these increased costs
−Removed: with higher gross margin online revenue.
+Added: Increased costs in raw
+Added: materials from fabric prices, which have increased 10% to 100% depending on the fabric, the time of year, and the origin of the fabric,
+Added: as well as where the fabric is being shipped;
+Added: Increased cost per kilo
+Added: to ship via sea or air, which has increased from 25% to 300% depending on the time of year and from the country we are shipping from;
+Added: Increased transit time
+Added: via sea or air, which have increased by two weeks to two months;
+Added: Increased labor costs for
+Added: producing the finished goods, which have increased 5% to 25% depending on the country and the labor skill required to produce the
+Added: We have been able to pass along some of these increased costs and also offset some of these increased costs with higher gross
+Added: margin online revenue.
quarterly operating results vary due to the seasonality of our individual brands, and are historically stronger in the second half of
4 unchanged sentences
For example, it could:
−Removed: it more difficult for us to satisfy our obligations to the holders of our outstanding debt, resulting in possible defaults on and
−Removed: acceleration of such indebtedness;
−Removed: us to dedicate a substantial portion of our cash flows from operations to make payments on our debt, which would reduce the availability
−Removed: of our cash flows from operations to fund working capital, capital expenditures or other general corporate purposes;
−Removed: our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations;
−Removed: us at a competitive disadvantage to our competitors with proportionately less debt for their size;
−Removed: our ability to refinance our existing indebtedness or borrow additional funds in the future;
−Removed: our flexibility in planning for, or reacting to, changing conditions in our business;
−Removed: our ability to react to competitive pressures or make it difficult for us to carry out capital spending that is necessary or important
−Removed: to our growth strategy.
+Added: make it more difficult
+Added: for us to satisfy our obligations to the holders of our outstanding debt, resulting in possible defaults on and acceleration of such
+Added: indebtedness;
+Added: require us to dedicate
+Added: a substantial portion of our cash flows from operations to make payments on our debt, which would reduce the availability of our
+Added: cash flows from operations to fund working capital, capital expenditures or other general corporate purposes;
+Added: increase our vulnerability
+Added: to general adverse economic and industry conditions, including interest rate fluctuations;
+Added: place us at a competitive
+Added: disadvantage to our competitors with proportionately less debt for their size;
+Added: limit our ability to refinance
+Added: our existing indebtedness or borrow additional funds in the future;
+Added: limit our flexibility in
+Added: planning for, or reacting to, changing conditions in our business;
+Added: limit our ability to react
+Added: to competitive pressures or make it difficult for us to carry out capital spending that is necessary or important to our growth strategy.
of the foregoing impacts of our substantial indebtedness could have a material adverse effect on our business, financial condition and
79 unchanged sentences
Accounting Policies and Estimates
−Removed: of Presentation and Principles of Consolidation
−Removed: accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”).
+Added: Our consolidated financial statements are prepared
+Added: in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
+Added: In connection with the
+Added: preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that
+Added: affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.
+Added: We base our assumptions, estimates
+Added: and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated
+Added: financial statements are prepared.
+Added: On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments
+Added: to ensure that our financial statements are presented fairly and in accordance with GAAP.
+Added: However, because future events and their effects
+Added: cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
2 unchanged sentences
Actual results could differ from those estimates.
−Removed: record our acquisitions under the acquisition method of accounting, under which most of the assets acquired and liabilities assumed are
−Removed: initially recorded at their respective fair values and any excess purchase price is reflected as goodwill.
−Removed: We utilize management estimates
−Removed: and, in some instances, independent third-party valuation firms to assist in determining the fair values of assets acquired, liabilities
−Removed: assumed and contingent consideration, if any.
−Removed: Such estimates and valuations require us to make significant assumptions, including projections
−Removed: of future events and operating performance.
−Removed: fair value of customer relationships, backlog and trade names/trademarks acquired in our acquisitions are determined using various valuation
−Removed: methods, based on a number of significant assumptions.
−Removed: determine which assets have finite lives and then determine the estimated useful life of finite assets.
−Removed: expected useful life of customer relationships is established as three years, which is the period over which these assets are expected
−Removed: to reasonably contribute to future cash flows.
−Removed: We expect to amortize such customer relationships using the straight-line method.
−Removed: estimated fair values are subject to change during the measurement period, which is limited to one year subsequent to the acquisition
−Removed: are recognized when performance obligations are satisfied through the transfer of promised goods to our customers.
−Removed: Control transfers
−Removed: upon shipment of product and when the title has been passed to the customers.
−Removed: This includes the transfer of legal title, physical possession,
−Removed: the risks and rewards of ownership, and customer acceptance.
−Removed: We provide the customer the right of return on the product and revenue is
−Removed: adjusted based on an estimate of the expected returns based on historical rates.
−Removed: We consider the sale of products as a single performance
−Removed: Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued
−Removed: Revenue is deferred for orders received for which associated shipments have not occurred.
−Removed: Receivable and Expected Credit Loss
−Removed: carry our accounts receivable at invoiced amounts less allowances for customer credit losses and other deductions to present the net
−Removed: amount expected to be collected on the financial asset.
−Removed: All receivables are expected to be collected within one year of the consolidated
−Removed: balance sheet.
−Removed: We do not accrue interest on the trade receivables.
−Removed: Management evaluates the ability to collect accounts receivable based
−Removed: on a combination of factors.
−Removed: Receivables are determined to be past due based on individual credit terms.
−Removed: An allowance for credit losses
−Removed: is maintained based on the length of time receivables are past due, historical collections, or the status of a customer’s financial
−Removed: Receivables are written off in the year deemed uncollectible after efforts to collect the receivables have proven unsuccessful.
−Removed: We do not have any off balance sheet cried exposure related to our customers.
−Removed: periodically review accounts receivable, estimate an allowance for bad debts, and simultaneously record the appropriate expense in the
−Removed: statement of operations.
−Removed: Such estimates are based on general economic conditions, the financial conditions of customers, and the amount
−Removed: and age of past due accounts.
−Removed: Past due accounts are written off against that allowance only after all collection attempts have been exhausted
−Removed: and the prospects for recovery are remote.
−Removed: Recovering of accounts receivable previously written off are recorded as income when received.
−Removed: The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes
−Removed: to mitigate credit risk.
+Added: Marketing Expenses and Liability-Classified Share-Based Awards
+Added: Company enters into long-term marketing, licensing, manufacturing, and sponsorship arrangements with third-party service providers under
+Added: which it may issue common stock or equity-linked instruments in exchange for future services, including distribution, licensing access,
+Added: product specification support, and marketing and promotional activities.
+Added: These arrangements are accounted for as share-based payments
+Added: to nonemployees in accordance with ASC 718, Compensation—Stock Compensation .
+Added: share-based consideration is determined to be in exchange for distinct goods or services, including those received from a customer, the
+Added: Company accounts for such transactions as the purchase of services.
+Added: The Company recognizes a prepaid marketing or service asset measured
+Added: at the grant-date fair value of the share-based consideration issued, representing the value of services to be received over the contractual
+Added: Such prepaid assets are amortized on a straight-line basis over the period in which the related services are received, which generally
+Added: corresponds to the contractual service period.
+Added: share-based arrangements include make-whole provisions that require the Company to deliver a fixed monetary value using a variable number
+Added: of shares, or, in certain cases, cash.
+Added: These provisions result in liability classification under ASC 718 and ASC 480, Distinguishing
+Added: Liabilities from Equity , as the Company has an obligation to settle a fixed dollar amount rather than a fixed number of shares.
+Added: Liability-classified
+Added: share-based awards are initially measured at fair value on the grant date and subsequently remeasured at fair value at each reporting
+Added: date until settlement.
+Added: Changes in fair value are recognized in earnings in the period of change.
+Added: Compensation cost is recognized over
+Added: the requisite service period, with cumulative adjustments recorded for changes in fair value.
+Added: Company evaluates features within these arrangements, including make-whole provisions, under ASC 815, Derivatives and Hedging ,
+Added: to determine whether such features should be accounted for separately as derivatives.
+Added: The Company has concluded that these features qualify
+Added: for the scope exception applicable to share-based payment arrangements and therefore are not accounted for as freestanding or embedded
+Added: Accordingly, no bifurcation is required.
+Added: fair value of liability-classified share-based awards is estimated using a Monte Carlo simulation model.
+Added: This valuation technique incorporates
+Added: significant assumptions, including the Company’s stock price, expected volatility, risk-free interest rate, expected term, and
+Added: other market-based inputs.
+Added: Due to the use of significant unobservable inputs, these measurements are classified within Level 3 of the
+Added: fair value hierarchy.
+Added: certain contractual marketing investment commitments represent best-efforts obligations and do not create a present obligation or identifiable
+Added: Accordingly, such costs are expensed as incurred in accordance with ASC 720, Advertising Costs .
+Added: Inventory is stated at the lower
+Added: of cost or net realizable value and accounted for using the weighted average cost method for DSTLD and first-in, first-out method for
+Added: Bailey, Stateside and Sundry.
+Added: The inventory balances as of December 31, 2025 and 2024 consist substantially of finished good products
+Added: purchased or produced for resale, as well as any raw materials the Company purchased to modify the products and work in progress.
are required to assess our goodwill for impairment at least annually for each reporting unit that carries goodwill.
68 unchanged sentences
shipping costs to the customer from the warehouse and any returns from the customer to the warehouse.
−Removed: addition, going forward, the amortization of the identifiable intangibles acquired in the acquisitions will be included in operating
+Added: addition, the amortization of the identifiable intangibles acquired in the acquisitions
+Added: is included in operating expenses.
expense consists primarily of interest related to our debt outstanding to our senior lender, convertible debt, and other interest bearing
56 unchanged sentences
Sales and marketing
−Removed: Other operating expenses (income)
+Added: Other operating expenses
Operating loss
(29,533,777 )
+Added: (10,200,782 )
Other expenses
1 unchanged sentence
(28,252,558 )
+Added: (13,106,589 )
Provision for income taxes
1 unchanged sentence
(28,252,558 )
−Removed: Loss from discontinued operations
(13,106,589 )
$ (28,252,558 )
+Added: $ (13,106,589 )
revenues decreased by $4.2 million to $7.4 million for the year ended December 31, 2025, compared to $11.6 million in the corresponding
6 unchanged sentences
gross margin was 14.3% for the year ended December 31, 2025 compared to 31.5% for year ended December 31, 2024.
−Removed: The decrease in gross
−Removed: margin was due to corresponding decrease in the ecommerce revenue and write down of sundry’s inventory.
+Added: The decrease in gross margin
+Added: was due to corresponding decrease in the ecommerce revenue and write down of Sundry’s inventory.
and Administrative Expenses
−Removed: and administrative expenses decreased by $5.6 million for the year ended December 31, 2024 to $8.7 million compared to $14.3 million
−Removed: The decrease in general and administrative expenses was primarily due to lower consulting and professional fees, as well as
−Removed: other cost cutting measures across our company, as all brands achieved operational synergies in 2024.
+Added: and administrative expenses increased by $1.0 million for the year ended December 31, 2025 to $9.7 million compared to $8.7 million in
+Added: The increase was primarily due to accrued legal contingencies, partially offset by a decrease due to lower consulting and professional
+Added: fees, as well as other cost cutting measures across our Company, as all brands achieved operational synergies in 2025.
These synergies
included the elimination of its warehouse, office, fulfillment and redundancies in headcount
−Removed: and administrative expenses as a percentage of revenue was 75% in 2024 as compared to 96% in 2023.
+Added: and administrative expenses as a percentage of revenue were 131% in 2025 compared to 75% in 2024, reflecting the significant revenue
+Added: decline relative to the largely fixed cost base.
and Marketing Expenses
−Removed: and marketing expenses decreased by $1.1 million for the year ended December 31, 2024 to $2.9 million compared to $4 million in 2023.
−Removed: The decrease in sales and marketing expenses was primarily due to decreased spending on advertising and other cost-cutting marketing
+Added: and marketing expenses increased by $11.7 million for the year ended December 31, 2025 to $14.6 million compared to $2.9 million in 2024.
+Added: The increase in sales and marketing expenses was primarily driven by the amortization of prepaid marketing assets under multi-year marketing
+Added: and sponsorship agreements entered into during 2025, including collegiate NIL program agreements with AAA Tuscaloosa, Traffic Holdco,
+Added: The Grove Collective, and Learfield, as well as cash-based marketing agreements with MavDB Consulting, Velora Marketing, i2i Marketing,
+Added: and Candlelight Ventures.
and marketing expenses as a percentage of revenue was 198% in 2025 as compared to 25% in 2024.
Operating Expenses (income)
−Removed: operating expenses included distribution expenses, impairment and change in fair value of contingent consideration.
−Removed: Other operating expenses
−Removed: were $2.3 million in 2024 as compared to gain of $9.7 million in 2023, an increase in expenses of $12 million.
−Removed: In 2024, there was $1.3
−Removed: million in impairment charges on Bailey’s and Stateside’s intangible assets.
−Removed: In 2023, the Company recorded a $10.7 million
−Removed: increase in the change in fair value of contingent consideration pertaining to the Norwest waiver for Bailey and H&J Settlement.
−Removed: expenses decreased by $3.2 million to $3.0 million in the year ended December 31, 2024 compared to $6.2 million in the corresponding
−Removed: fiscal period in 2023.
−Removed: The decrease in other expenses in 2023 was primarily due to lower interest expense in 2024 compared to 2023.
−Removed: Loss from Continuing Operations
−Removed: net loss from continuing operations increased by $4.5 million to a loss of $13.2 million for the year ended December 31, 2024 compared
−Removed: to a loss of $8.7 million for the corresponding fiscal period in 2023 primarily due to the impairment and lower gross profit.
+Added: Other operating expenses included distribution expenses, impairment and
+Added: change in fair value of contingent consideration.
+Added: Other operating expenses were $6.3 million in 2025 as compared to expenses of $2.3 million
+Added: in 2024, an increase in expenses of $4.0 million.
+Added: In 2025, there was $5.7 million in impairment charges on goodwill and intangible assets,
+Added: comprising $3.2 million of goodwill impairment (Bailey and Stateside), $1.3 million of Stateside brand name impairment, and $1.2 million
+Added: of OpenDaily technology asset impairment.
+Added: In 2024, the Company recorded a $3.2 million increase in the change in fair value of contingent
+Added: consideration pertaining to the Norwest waiver for Bailey and H&J Settlement.
+Added: Income (Expense)
+Added: income (expense) was $(1.3) million in the year ended December 31, 2025 as compared to $3.0
+Added: million in the year ended December 31, 2024.
+Added: During the year ended December 31, 2025, the Company recorded a change in the fair value
+Added: of share based liability of $(1.7) million.
+Added: net loss increased by $15.2 million to a loss of $28.3 million for the year ended December 31, 2025 compared to a loss of $13.1
+Added: million for the corresponding fiscal period in 2024 primarily due to the higher operating expenses and lower gross profit.
and Capital Resources
3 unchanged sentences
on that facility with excess cash flow from operations.
−Removed: of December 31, 2024, we had cash of $164,431, but we had a working capital deficit of $16.1 million.
−Removed: The Company requires significant
−Removed: capital to meet its obligations as they become due.
−Removed: Throughout the next twelve months, the Company intends to fund its operations primarily from the funds raised through
−Removed: its operations.
−Removed: The Company may pursue secondary equity offerings or debt financings to provide working capital and satisfy debt obligations.
−Removed: There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future.
−Removed: the Company is unable to secure additional funding, it may be forced to curtail or suspend its business plans.
−Removed: February 2025, the Company completed an offering consisting of the sale of common stock, warrants and pre-funded warrants for gross proceeds
−Removed: of $7,500,000, before deducting placement agent fees and commissions and other offering expenses.
+Added: Company requires significant capital to meet its obligations as they become due.
+Added: Management believes its existing cash resources and
+Added: planned operations—including revenues expected from its collegiate apparel program, continued cost reduction measures, and the
+Added: potential release of $5,744,174 in restricted cash currently held pursuant to the Series D offering—will be sufficient to fund
+Added: operations for at least twelve months from the date of issuance of these financial statements.
+Added: The Company may also pursue additional
+Added: equity or debt financings as needed.
+Added: There can be no assurance as to the availability or terms upon which such financing might be available.
+Added: The Bailey sellers’ promissory note of $3,500,000 matured on December 8, 2025 and remains in default;
+Added: management is in active discussions
+Added: with the lender regarding repayment or extension.
+Added: 2025, the Company completed an offering consisting of several equity offerings generating aggregate net financing proceeds of approximately
+Added: $23.8 million, including the February 2025 S-1 offering ($6.6 million net), the Series D Convertible Preferred Stock offering ($11.4
+Added: million net), and warrant exercises ($6.3 million).
Flow Activities
−Removed: following table presents selected captions from our statement of cash flows for the years ended December 31, 2024 and 2023:
+Added: following table presents selected captions from our condensed statement of cash flows for the years ended December 31, 2025 and 2024:
Net cash provided by operating activities:
6 unchanged sentences
$ (6,152,338 )
−Removed: Net cash provided by investing activities
+Added: Net cash provided by (used in) investing activities
Net cash provided by financing activities
Net change in cash
−Removed: $ (1,262,509 )
Flows Used In Operating Activities
−Removed: cash used in operating activities increased by $0.1 million to $6.1 million for the year ended December 31, 2024 as compared to cash
−Removed: used of $6 million for the corresponding fiscal period in 2023.
−Removed: The increase in net cash used in operating activities was primarily driven
−Removed: by a higher net loss in 2024, partially offset by a increase in non-cash adjustments of $5.4 million and lesser cash provided by changes
−Removed: in our operating assets and liabilities compared to 2023.
+Added: For the year ended December 31, 2025, net cash used in operating activities
+Added: was $15.9 million, compared to $6.2 million for the year ended December 31, 2024.
+Added: The increase in cash used in operating activities was
+Added: primarily driven by a higher net loss of $28.3 million in 2025 compared to $13.1 million in 2024, partially offset by non-cash adjustments
+Added: of $6.6 million and favorable changes in operating assets and liabilities of $5.8 million.
Flows provided by Investing Activities
−Removed: cash provided by investing activities was $0 in the year ended December 31, 2024 as compared to $0.1 million for the corresponding fiscal
−Removed: period in 2023.
+Added: cash provided by investing activities was $0 in the year ended December 31, 2025 and December 31, 2024.
Flows Provided by Financing Activities
−Removed: provided by financing activities was $6.3 million for the year ended December 31, 2024 compared of $4.7 million for the corresponding
−Removed: fiscal period in 2023.
−Removed: Cash inflows in 2024 included $9.4 million in equity proceeds after offering costs including proceeds from the
−Removed: exercise of warrants, $0.8 million from the issuance of notes, loans and merchant advances, partially offset by note, loan and notes
−Removed: payable repayments of $3.9 million.
−Removed: Cash inflows in 2023 were primarily related to $8.1 million in equity proceeds after offering costs,
−Removed: $1.1 million from exercise of warrants, $5.6 million from convertible notes and loans and advances from factor, partially offset by note
−Removed: repayments and related party advances of $10.3 million.
+Added: Cash provided by financing activities was $23.4 million for the year ended
+Added: December 31, 2025 compared to $6.3 million for the corresponding fiscal period in 2024.
+Added: Cash inflows in 2025 included $11.4 million from
+Added: the issuance of Series D Convertible Preferred Stock, $6.6 million from proceeds for the issuance of pre-funded warrants, $5.8 million
+Added: from the exercise of warrants, and $0.2 million from the issuance of notes, loans and merchant advances, partially offset by note, loan
+Added: and notes payable repayments of $0.7 million.
+Added: Cash inflows in 2024 included $9.4 million in equity proceeds after offering costs including
+Added: proceeds from the exercise of warrants, $0.8 million from the issuance of notes, loans and merchant advances, partially offset by note,
+Added: loan and notes payable repayments of $3.9 million.
Obligations and Commitments
6 unchanged sentences
changes in financial condition, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
−Removed: AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
−Removed: STATEMENTS AND SUPPLEMENTARY DATA
+Added: QUANTITATIVE AND QUALITATIVE
+Added: DISCLOSURES ABOUT MARKET RISK
+Added: FINANCIAL STATEMENTS
+Added: AND SUPPLEMENTARY DATA
information required by this item may be found on pages F-1 through F-30 of this annual report on Form 10-K.
−Removed: IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+Added: CHANGES IN AND DISAGREEMENTS
+Added: WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.