6 unchanged sentences
• the timing and amount of future expenses, revenue, cash flow and capital requirements, and timing and availability of and the need for additional financing;
−Removed: • our ability to maintain or expand our relationships with our current customers, including the impact of changes in consumer demand for the products we manufacture for our customers;
+Added: • our ability to maintain or expand our relationships with our current customers, including the impact of changes in consumer demand or prices for the products we manufacture for our customers;
• our ability to grow and diversify our business with new customers, including the potential loss of development customers if they do not receive required funding or regulatory approvals or for other reasons;
• our ability to comply with covenants under our credit agreements and to pay required interest and principal payments when due;
−Removed: • our ability to fund any redemptions of shares of the outstanding Series A Redeemable Convertible Preferred Stock if requested by holders in accordance with their terms;
+Added: • our ability to fund redemptions of shares of the outstanding Series A Redeemable Convertible Preferred Stock in accordance with their terms;
• our ability to raise additional capital for ongoing needs, including through equity financing, debt financing, collaborations, strategic alliances or licensing arrangements;
24 unchanged sentences
Through these and other initiatives, the Company believes that it has improved workforce productivity, reflecting the performance-driven culture at Lifecore and underscoring the Company’s commitment to continuous improvement.
−Removed: • We have strengthened our financial position through, among other actions, (i) raising $24.3 million in a private placement of Lifecore common stock in October 2024, (ii) a three-year term extension of our existing asset-based lending revolving credit facility with BMO in November 2024, (iii) the sale of certain excess capital equipment for $17 million in January 2025, (iv) the repayment of $19.7 million of borrowings on our outstanding revolving credit facility over the past 18 months, (v) reduced obligations with the payment of an aggregate amount of $4.7 million to the holders of the Redeemable Convertible Preferred Stock in full satisfaction of outstanding registration delay fees in November 2025, and (vi) the implementation of operational cost reductions, including overhead costs and professional fees associated with legal, accounting and consulting spend.
+Added: • We have strengthened our financial position through, among other actions, (i) raising $24.3 million in a private placement of Lifecore common stock in October 2024, (ii) a three-year term extension of our existing asset-based lending revolving credit facility with BMO in November 2024, (iii) the sale of certain excess capital equipment for $17 million in January 2025, (iv) the repayment of $19.7 million of borrowings on our outstanding revolving credit facility over the past 18 months, (v) reduced obligations with the payment of an aggregate amount of $4.7 million to the holders of the Redeemable Convertible Preferred Stock in full satisfaction of outstanding registration delay fees in November 2025, (vi) the implementation of operational cost reductions, including overhead costs and professional fees associated with legal, accounting and consulting spend;
+Added: and (vii) in October 2024 we regained compliance with SEC reporting requirements and have been maintaining those requirements.
+Added: • We enhanced our business development strategy, increased our investment in sales and marketing to support brand visibility, and expanded our business development team with sales talent who will focus on key drug development geographies in the United States and internationally.
+Added: We have signed a total of 13 programs over the last 12 months, including eight late-stage programs.
Lifecore expects to further improve efficiencies and productivity through additional procurement and operational strategies that will build upon the new capabilities and information available from our ERP system.
Lifecore expects this system to strengthen inventory control, support sharper financial management, and help reduce costs as the company grows.
−Removed: To further advance the Company’s efficiency objectives, Lifecore recently hired a seasoned industry executive in the role of head of business transformation.
−Removed: This newly created position will champion the Company’s efforts to improve its cost structure, to drive productivity, and gain efficiencies.
−Removed: On August 1, 2025, our Board of Directors approved a change in the Company’s fiscal year from a fiscal year ending on the last Sunday of May to a calendar year ending on December 31.
−Removed: Since September 30, 2025, the Company has been reporting calendar periods in its quarterly periodic reports.
−Removed: In accordance with SEC rules, the Company is presenting current period results compared to the most closely-comparable previously-reported three-month period through June 30, 2026.
−Removed: For this report, the most closely-comparable previously-reported period is the three-month period ended February 23, 2025.
−Removed: It is not practicable or cost-justifiable for the Company to prepare equivalent calendar-based comparative periods because the Company’s previous fiscal calendar does not align to the new calendar periods.
−Removed: Beginning September 30, 2026, the Company will provide calendar-based comparative periods.
+Added: To further advance the Company’s efficiency objectives, the Company’s senior management team includes a head of business transformation who is championing the Company’s efforts to improve its cost structure, to drive productivity, and gain efficiencies.
+Added: Through June 30, 2026, the Company has progressed more than 40 projects intended to promote cost reductions or productivity improvements.
+Added: On August 1, 2025, our Board of Directors approved changing our fiscal year from a fiscal year ending on the last Sunday of May to a calendar year ending on December 31, and the Company has reported calendar periods since September 30, 2025.
+Added: In accordance with SEC rules, the Company is presenting current period results compared to the most closely-comparable prior periods that can be derived from previously-reported results, which for this report were the three and six months ended May 25, 2025.
+Added: With the exception of certain statements of operations, the Company did not previously report these periods on a standalone basis;
+Added: rather, those periods were generally derived from the audited financial statements in the Company’s Form 10-K for the year ended May 25, 2025, less the unaudited results reported in its Forms 10-Q for the nine months ended February 23, 2025 and the six months ended November 24, 2024, respectively.
+Added: In deriving the comparative period results, the Company reclassified certain amounts from previously-reported results to present them on a basis consistent with the current period presentation and, in some cases, the previously audited annual results.
+Added: It was not practicable or cost-justifiable for the Company to prepare equivalent calendar-based comparative periods because the Company’s previous fiscal calendar does not align to the new calendar periods.
+Added: The Company will begin providing calendar-based comparative periods beginning with its reporting as of and for the periods ended September 30, 2026.
Financial overview
5 unchanged sentences
raw materials (including packaging, syringes, fermentation supplies and purification supplies), direct labor, overhead (including indirect labor, depreciation, and facility-related costs), and shipping and shipping-related costs.
−Removed: Numerous factors can influence gross profit, including product mix, customer mix, manufacturing costs, timing of production, production yields, volume, sales discounts, contractual provisions, and charges for excess or obsolete inventory, among others.
+Added: Numerous factors can influence gross profit, including product mix, customer mix, manufacturing costs, timing of production, production yields, volume, sales discounts, contractual provisions, and charges to state inventories at their net realizable value, including as that relates to excess or obsolete inventory, among others.
Many of these factors influence or are interrelated with other factors.
4 unchanged sentences
Changes in the fair value are recorded as non-operating income or expense.
−Removed: Three months ended March 31, 2026
+Added: The income tax benefit or expense primarily consists of current state income tax obligations and a schedule of net deferred federal tax attributes that are substantially offset by valuation allowances and net operating loss carryforwards.
+Added: Changes in the income tax benefit or expense are generally driven by the mix of these various items and are generally not material.
+Added: Results of operations – three months ended June 30, 2026
Revenues and gross profit
Three months ended Change
−Removed: (dollars in thousands) March 31,
−Removed: 2026 February 23,
+Added: (dollars in thousands) June 30,
2025 Amount %
4 unchanged sentences
34,167 36,444 (2,277) (6) %
−Removed: Cost of goods sold 18,731 25,309 (6,578) (26) %
+Added: Cost of sales 22,092 22,462 (370) (2) %
Gross profit 12,075 13,982 (1,907) (14) %
Gross profit percentage 35.3 % 38.4 % (3.1) %
−Removed: The decrease in revenues of $12.0 million was primarily due to a $6.9 million decrease in HA manufacturing revenues primarily from the absence of increased demand in the prior period from a customer due to its supply chain initiatives.
−Removed: In addition, CDMO revenues decreased $5.0 million , which was primarily from $2.9 million of lower sales volumes, $1.3 million of lower development revenue due to completion of discrete development projects in the prior comparable period and timing of customer project lifecycles, and a $0.9 million contractual take-or-pay arrangement in the prior period .
−Removed: The decrease of $5.4 million in gross profit is due a $5.7 million decrease in HA manufacturing gross profit due to decreased sales volume and manufacturing absorption, partially offset by a $0.2 million increase in CDMO gross profit.
−Removed: The CDMO increase was due to mix and costing and $0.9 million of higher prior year costs due to a customer termination resulting in write-off of inventory and equipment, partially offset by a $0.9 million contractual take-or-pay arrangement in the prior period .
+Added: The decrease in revenues of $2.3 million was primarily due to a $8.0 million decrease in CDMO revenue , which was primarily from $5.9 million of lower sales volumes, $1.2 million of lower development revenue due to completion of discrete development projects in the prior comparable period and timing of customer project lifecycles, and a $0.9 million contractual take-or-pay arrangement in the prior period .
+Added: The CDMO decline was partially offset by a $5.7 million increase in HA manufacturing revenues primarily due to timing.
+Added: The decrease of $1.9 million in gross profit is due to a $4.5 million decrease in CDMO gross profit due to lower commercial and development sales, unfavorable adjustments for net realizable value, revaluation, process loss, manufacturing variances, and a $0.9 million contractual take-or-pay arrangement in the prior period, partially offset by favorable labor and overhead absorption and lower departmental expenses.
+Added: The CDMO decline was partially offset by a $2.6 million increase in HA manufacturing gross profit due to increased sales volume.
Operating expenses
Three months ended Change
−Removed: (dollars in thousands) March 31
−Removed: 2026 February 23
+Added: (dollars in thousands) June 30
2025 Amount %
1 unchanged sentence
Selling, general and administrative 7,971 8,980 (1,009) (11) %
+Added: Restructuring recovery — (2,519) 2,519 n/m
Loss on sale or disposal of assets, net of portion classified as cost of sales
−Removed: — 6,851 (6,851) (100) %
+Added: — 91 (91) n/m
Total operating expenses $ 9,508 $ 8,655 $ 853 10 %
Research and development (“R&D”)
−Removed: R&D expenses declined primarily due to lower cost of sales allocations, as well as a reduction in stock-based compensation.
+Added: R&D expenses declined primarily due to increased utilization of R&D personnel on revenue-generating development projects as well as a headcount reduction following an internal reorganization.
+Added: These were offset in part by increased stock-based compensation.
Selling, general, and administrative (“SG&A”)
−Removed: The $2.1 million decrease in SG&A expenses includes $1.6 million of lower recurring legal and accounting expenses, lower compensation and lower credit losses, as well as a $0.5 million net reduction in non-recurring expenses primarily related to legacy legal matters.
−Removed: Included in SG&A for the current period is $1.6 million of non-recurring costs p rimarily related to legal expenses related to legacy matters and business transformation expenses.
−Removed: The prior period included $2.1 million of non-recurring expenses primarily related to legal expenses related to legacy matters.
+Added: The $1.0 million decrease in SG&A expenses includes $0.5 million of lower recurring legal and accounting expenses, and lower compensation, as well as a $0.6 million of lower non-recurring expenses primarily related to legacy legal matters and prior period restructuring.
+Added: Restructuring recovery
+Added: The three months ended May 25, 2025 included a credit of $2.6 million for the favorable reversal of a historical lease obligation of the divested Curation Foods business.
Loss on sale or disposal of assets
−Removed: The $6.9 million loss on sale or disposal of assets in the prior period was primarily due to a $6.4 million loss on the sale of certain excess equipment that was primarily related to the write-off of historically capitalized interest costs, as well as $0.5 million related to capital projects that were abandoned.
+Added: The loss on sale or disposal of assets was immaterial.
Non-operating income or expense
Three months ended Change
−Removed: (dollars in thousands) March 31,
−Removed: 2026 February 23,
+Added: (dollars in thousands) June 30,
2025 Amount %
1 unchanged sentence
Change in fair value of debt derivative liability, related party (1,203) (1,091) (112) n/m
−Removed: Other expense, net 110 333 (223) (67) %
−Removed: Income tax (expense) benefit (43) 8 (51) n/m
+Added: Other income, net
+Added: 110 171 (61) n/m
+Added: Income tax expense (23) (33) 10 n/m
Interest expense, net
−Removed: The increase in interest expense, net of interest income, included an increase of $1.4 million related to the Alcon term loans, which will continue to grow due to accumulating interest paid-in-kind and amortization of the debt discount.
+Added: The increase in interest expense, net of interest income, included an increase of $1.4 million related to the Alcon term loans, which will continue to grow due to accumulating interest paid-in-kind and amortization of the debt discount and $0.7 million more interest expense caused by the completion of certain capital expenditure projects where interest was previously capitalized to property, plant and equipment.
+Added: Other non-operating income or expense
+Added: None of the other income or expense categories changed materially period over period.
+Added: Results of operations – six months ended June 30, 2026
+Added: Revenues and gross profit
+Added: Six months ended Change
+Added: (dollars in thousands) June 30,
+Added: 2025 Amount %
+Added: $ 31,327 $ 44,305 $ (12,978) (29) %
+Added: HA manufacturing
+Added: 26,033 27,293 (1,260) (5) %
+Added: Total revenues
+Added: 57,360 71,598 (14,238) (20) %
+Added: Cost of sales
+Added: 40,823 47,771 (6,948) (15) %
+Added: Gross profit 16,537 23,827 (7,290) (31) %
+Added: Gross profit percentage 28.8 % 33.3 % (4.5) %
+Added: The decrease of $14.2 million in revenues w as primarily due to a $13.0 million decrease in CDMO revenue, which was primarily from $8.8 million of overall lower sales volumes, $2.5 million of lower development revenue, and a $1.7 million take-or-pay arrangement in the prior period.
+Added: In addition, HA manufacturing revenues decrease d $1.3 million, $3.1 million of which was primarily due to timing of revenues from Lifecore’s largest customer’s supply chain initiatives, partially offset by $1.8 million of increased demand from other customers and pricing initiatives.
+Added: The decrease of $7.3 million in gross profit is due to a $4.3 million decrease in CDMO gross profit due to lower commercial and development sales, unfavorable adjustments for net realizable value, revaluation, process loss, manufacturing variances, and a $1.7 million contractual take-or-pay arrangement in the prior period, partially offset by favorable labor and overhead absorption, lower departmental expenses, and $0.9 million of higher prior year costs due to a customer termination resulting in write-off of inventory and equipment.
+Added: In addition, HA manufacturing gross profit declined $3.2 million due to lower sales and unfavorable absorption.
+Added: Operating expenses
+Added: Six months ended Change
+Added: (dollars in thousands) June 30,
+Added: 2025 Amount %
+Added: Research and development $ 2,754 $ 4,148 $ (1,394) (34) %
+Added: Selling, general and administrative 15,888 19,073 (3,185) (17) %
+Added: Restructuring recovery — (2,634) 2,634 n/m
+Added: Loss on sale or disposal of assets, net of portion classified as cost of sales
+Added: — 6,942 (6,942) n/m
+Added: Total operating expenses $ 18,642 $ 27,529 $ (8,887) (32) %
+Added: Research and development
+Added: R&D expenses declined primarily due to increased utilization of R&D personnel on revenue-generating development projects, as well as a headcount reduction following an internal reorganization.
+Added: Selling, general, and administrative
+Added: The $3.2 million decrease in SG&A expenses includes a reduction of $1.4 million in recurring accounting and legal expenses, and lower compensation, a $0.4 million reduction in stock-based compensation, and a $1.3 million reduction in non-recurring expenses primarily related to legacy matters and prior period restructuring.
+Added: Restructuring recovery
+Added: The six months ended May 25, 2025 included a credit of $2.6 million for the favorable reversal of a historical lease obligation of the divested Curation Foods business.
+Added: Loss on sale or disposal of assets
+Added: The $6.9 million loss on sale or disposal of assets in the prior period was primarily due to a $6.4 million loss on the sale of ce rtain excess equipment.
+Added: That loss was primarily related to the write-off of historically capitalized interest costs, as we recovered substantially all of the cash originally paid to purchase the equipment from the sale proceeds.
+Added: Non-operating income or expense
+Added: Six months ended Change
+Added: (dollars in thousands) June 30,
+Added: 2025 Amount %
+Added: Interest expense, net $ (14,827) $ (11,002) $ (3,825) 35 %
+Added: Change in fair value of debt derivative liability, related party (4,358) (1,691) (2,667) n/m
+Added: Other income, net
+Added: 220 504 (284) n/m
+Added: Income tax expense (66) (25) (41) n/m
+Added: Interest expense, net
+Added: The increase in interest expense, net of interest income, of $3.8 million was primarily from $2.8 million more interest related to the Alcon term loans, which will continue to grow due to accumulating interest paid-in-kind and amortization of the debt discount and $1.5 million more interest expense caused by the completion of certain capital expenditure projects where interest was previously capitalized to property, plant and equipment.
+Added: These increases were partially offset from various other small items.
Change in fair value of debt derivative liability, related party
The $2.7 million increase in expense was primarily attributable to changes in key valuation inputs during the period, including a higher discount rate caused by a decline in the Company’s synthetic credit rating, as well as the passage of time.
−Removed: Other expense, net
−Removed: The decrease in other expense, net was immaterial.
−Removed: Income tax benefit or expense
−Removed: The income tax benefit or expense primarily consists of current state income tax obligations and a schedule of net deferred federal tax attributes that are substantially offset by valuation allowances and net operating loss carryforwards.
−Removed: Changes in the income tax benefit or expense are driven by the mix of these various items and were not significant for the periods presented.
+Added: Other non-operating income or expense
+Added: None of the other income or expense categories changed materially period over period.
Liquidity and capital resources
−Removed: As of March 31, 2026, the Company had cash of $20.8 million and $17.3 million available for borrowing (together, “consolidated liquidity”) under its $40.0 million Revolving Credit Facility, with no amounts outstanding as of March 31, 2026.
−Removed: As of March 31, 2026, the Company had approximately $194.2 million in total indebtedness with Alcon, with $188.6 million outstanding under the Term Loan Credit Facility.
+Added: As of June 30, 2026, the Company had cash of $17.2 million and $21.6 million available for borrowing (together, “consolidated liquidity”) under its $40.0 million Revolving Credit Facility, with no amounts outstanding as of June 30, 2026.
+Added: As of June 30, 2026, the Company had approximately $198.1 million in total indebtedness with Alcon, with $192.7 million outstanding under the Term Loan Credit Facility.
The Company is subject to minimum liquidity covenants under its credit agreements, the most restrictive of which requires the Company to maintain at least $4.0 million of consolidated liquidity, as adjusted for any excess payables, at the end of each fiscal quarter.
−Removed: As of March 31, 2026, the Company was in compliance with all financial covenants under the Term Loan Credit Facility and Revolving Credit Facility.
+Added: As of June 30, 2026, the Company was in compliance with all financial covenants under the Term Loan Credit Facility and Revolving Credit Facility.
See “Part I, Item 1.
Note 9 – Debt” in this Quarterly Report on Form 10-Q for a summary of the Term Loan Credit Facility and Revolving Credit Facility.
−Removed: The following table presents comparative summary cash flows for the three months ended March 31, 2026 and February 23, 2025 :
−Removed: Three months ended Change
+Added: The following table presents comparative summary cash flows for the six months ended June 30, 2026 and May 25, 2025 :
+Added: Six months ended Change
(in thousands)
−Removed: March 31, 2026 February 23, 2025
Net cash provided by (used in):
6 unchanged sentences
$ (228) $ (1,190) $ 962
−Removed: Cash flow improved by $7.4 million in the three months ended March 31, 2026 compared to the three months ended February 23, 2025 for the following reasons:
−Removed: • Operating cash flows improved $3.5 million.
−Removed: In the 2025 period, earnings as adjusted for non-cash items generated $3.6 million, which was partially offset by $2.4 million of net working capital changes.
−Removed: In contrast, in the 2026 period, earnings as adjusted for non-cash items used $0.8 million of cash, offset by changes in working capital of $5.5 million primarily related to receivable collections;
−Removed: • Investing cash flows decreased by $2.7 million due to the absence of $7.0 million cash from the sale of certain excess equipment in the 2025 period, partially offset by lower capital spending in the 2026 period compared to the 2025 period;
+Added: Cash flow improved by $1.0 million in the six months ended June 30, 2026 compared to the six months ended May 25, 2025 for the following reasons:
+Added: • Operating cash flows decreased $4.0 million primarily due to the decline in revenue period over period.
+Added: In the 2026 period, the combined effect of net loss and the non-working capital adjustments to reconcile net loss to operating cash flows generated $5.6 million of cash, which was partially offset by changes in working capital of $3.1 million primarily related to an increase in accounts receivable.
+Added: In the 2025 period, the combined effect of net loss and the non-working capital adjustments to reconcile net loss to operating cash flows generated $10.0 million, which was partially offset by $3.5 million of net working capital changes;
+Added: • Investing cash outflows decreased by $1.1 million due to the absence of $7.0 million cash from the sale of certain excess equipment in the 2025 period, partially offset by lower capital spending in the 2026 period compared to the 2025 period;
• Financing cash outflows decreased $6.1 million primarily from the absence of a net $6.0 million of repayments under the revolving credit facility in the 2025 period.
9 unchanged sentences
the effectiveness of customers’ activities and arrangements;
−Removed: any redemptions of the Redeemable Convertible Preferred Stock and payment of the accrued and unpaid liquidation preference on shares of the Convertible Preferred Stock, if required;
+Added: the redemptions of the Redeemable Convertible Preferred Stock and any payment of the accrued and unpaid liquidation preference on shares of the Redeemable Convertible Preferred Stock, if required;
payments required under the Term Loan Credit Facility and Revolving Credit Facility;
9 unchanged sentences
The holders are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis.
−Removed: At March 31, 2026 , there were $0.9 million of dividends in arrears that had not yet been paid-in-kind in the form of additional shares of Redeemable Convertible Preferred Stock, representing $18.75 per preferred share.
−Removed: Each holder of outstanding shares of Redeemable Convertible Preferred Stock has the right to require the Company to redeem all or part of such holder’s outstanding Redeemable Convertible Preferred Stock beginning on June 29, 2026.
+Added: At June 30, 2026 , there were $0.9 million of dividends in arrears that had not yet been paid-in-kind in the form of additional shares of Redeemable Convertible Preferred Stock, representing $18.75 per preferred share.
+Added: Each holder of outstanding shares of Redeemable Convertible Preferred Stock had the right to request that the Company redeem all or part of such holder’s outstanding Redeemable Convertible Preferred Stock beginning on June 29, 2026.
To make such cash redemption payments the Company would be required to obtain a consent to such cash redemption payments or waiver of the restriction on cash dividends and/or redemptions set forth in each of the Company’s credit agreements.
To the extent consents or waivers are not obtained under each of the Company’s credit agreements, the Company would be in breach thereof if such payments in cash were made.
−Removed: The redemption price for each share of Redeemable Convertible Preferred Stock is an amount equal to its liquidation preference.
−Removed: As of March 31, 2026 and December 31, 2025, the aggregate liquidation preference of the Redeemable Convertible Preferred Stock was $49.3 million and $48.4 million, respectively.
−Removed: The Company estimates that the accrued and unpaid liquidation preference for all such shares of Redeemable Convertible Preferred Stock, assuming no earlier conversions or redemptions, will be $50.2 million on June 29, 2026.
−Removed: If the Company does not redeem all shares of Redeemable Convertible Preferred Stock that are submitted for redemption, we must pay the holder cash interest at a rate of 1% per month (equivalent to 12% per annum) in respect of that holder’s unredeemed shares of Redeemable Convertible Preferred Stock until paid in full.
+Added: The redemption price for each share of Redeemable Convertible Preferred Stock is an amount equal to its liquidation preference of $1,000 per share of Redeemable Convertible Preferred Stock to be redeemed plus accrued and unpaid dividends on such shares through the date of redemption.
+Added: As of June 30, 2026 and December 31, 2025, the aggregate liquidation preference of the Redeemable Convertible Preferred Stock was $50.2 million and $48.4 million, respectively.
+Added: As of June 30, 2026, the Company had received notices of redemption for all 49,263 shares of Redeemable Convertible Preferred Stock.
+Added: Pursuant to the terms of the Redeemable Convertible Preferred Stock, the redemption date and payment of the redemption price for all shares of the Redeemable Convertible Preferred Stock would occur on December 28, 2026.
+Added: To the extent that the Company does not or cannot redeem all shares of Redeemable Convertible Preferred Stock that are submitted for redemption, we would be subject to interest on the unpaid balance at a rate of 1% per month in respect of that holder’s unredeemed shares of Redeemable Convertible Preferred Stock from the redemption date until paid in full in addition to our continuing obligation to accrue dividends paid in kind at 7.5% per annum.
Lifecore’s internally generated cash is not expected to be sufficient to fund all or any significant redemptions of the Redeemable Convertible Preferred Stock.
−Removed: Lifecore’s financing alternatives would be dependent upon the amount of any redemptions and may include supplementing any cash generated from operations and borrowing under its existing credit facilities with financing transactions such as equity financing, debt financing, collaborations, strategic alliances or licensing arrangements, or other means.
+Added: The Company has previously begun and continues to evaluate a range of strategic alternatives to facilitate the redemptions, including use of cash on hand, potential debt or equity financing transactions, and/or other possible strategic transactions, and to seek the requisite consents from the Company’s lenders.
+Added: The Company intends to seek alternatives that it believes will improve its capital structure for what it expects to be its next phase of growth, and the Company’s Board of Directors remains committed to maximizing value for the Company’s stockholders, while remaining committed to serving the Company’s customers, supporting the Company’s employees and growing the business.
In November 2025, the Company paid an aggregate amount of $4.7 million to the holders of the Redeemable Convertible Preferred Stock in full satisfaction of the outstanding registration delay fees.
3 unchanged sentences
– Debt” elsewhere in this Quarterly Report on Form 10-Q for a description of the terms of outstanding indebtedness, including the Term Loan Credit Facility and Revolving Credit Facility, which is incorporated herein by reference.
−Removed: As of March 31, 2026 the Company had $188.6 million in borrowings outstanding under the Term Loan Credit Facility at an effective annual interest rate of 20.9%, which includes the amortization of the debt discount.
+Added: As of June 30, 2026 the Company had $192.7 million in borrowings outstanding under the Term Loan Credit Facility at an effective annual interest rate of 20.9%, which includes the amortization of the debt discount.
The stated annual interest rate is 10%, which is payable-in-kind until May 2026, following which interest is payable at a fixed rate of 3% per annum in cash with the remainder payable-in-kind.
The obligations under the Term Loan Credit Facility mature on May 22, 2029.
−Removed: Interest paid-in-kind under the Term Loan Credit Facility for the three months ended March 31, 2026 was $4.5 million.
−Removed: As of March 31, 2026, the Company had no outstanding borrowings under the Revolving Credit Facility.
+Added: Interest paid-in-kind under the Term Loan Credit Facility for the six months ended June 30, 2026 was $8.6 million.
+Added: In June 2026, the Company made its first quarterly payment of 3% cash interest for the first month following the third anniversary of entering into the Term Loan Credit Facility in the amount of $0.6 million.
+Added: As of June 30, 2026, the Company had no outstanding borrowings under the Revolving Credit Facility.
The obligations under the Revolving Credit Facility mature on November 26, 2027.
−Removed: Interest paid under the Revolving Credit Facility for the three months ended March 31, 2026 was negligible.
+Added: Interest paid under the Revolving Credit Facility for the six months ended June 30, 2026 was negligible.
Critical accounting estimates
4 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.