What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-10-30 · 124 added, 147 removed, 139 unchanged (66% of the section changed)

3 unchanged sentences

thousands except par values, unless otherwise indicated)

September 30,

Current assets:

13 unchanged sentences

Total liabilities

Commitments and Contingencies

Commitments and Contingencies – Note 7

Stockholders’ Equity:

Preferred stock, par value $ 0.00001 , 10,000 shares authorized, no shares issued or outstanding

Common stock, par value $ 0.00001 , 250,000 shares authorized, 20,216 and 17,536 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common stock, par value $ 0.00001 , 250,000 shares authorized, 656 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

2 unchanged sentences

Total liabilities and stockholders’ equity

Notes to these Unaudited Condensed Financial Statements

accompanying notes to unaudited condensed financial statements.

MEDICAL CORPORATION

2 unchanged sentences

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

(In thousands, except per share data)

Operating expenses:

3 unchanged sentences

Other income:

Realized gains from sales of trading securities

Unrealized gain (loss) from trading securities

Interest income, net

Realized gain from sales of trading securities

Unrealized loss from trading securities

Interest income

Loss from disposition of property and equipment

Total other income

loss per basic and diluted common share:

average number of common shares outstanding:

Net loss per basic and diluted common share:

Weighted average number of common shares outstanding:

Basic and diluted

Notes to these Unaudited Condensed Financial Statements

accompanying notes to unaudited condensed financial statements.

MEDICAL CORPORATION

1 unchanged sentence

thousands, unless otherwise indicated)

Three Months Ended September 30, 2025

Stockholders’

Balance, July 1, 2025

$ ( 163,052 )

Common stock issued for exercise of warrants

Stock-based compensation

Balance, September 30, 2025

Three Months Ended September 30, 2024

Stockholders’

Balance, July 1, 2024

$ ( 139,984 )

Common Stock and Warrants Issued in Public Offering

Stock-based compensation

Balance, September 30, 2024

$ ( 145,626 )

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Stockholders’

1 unchanged sentence

$ ( 171,327 )

Common stock issued for exercise of warrants

Effect of reverse stock split

Stock-based compensation

Balance, September 30, 2025

Balance, March 31, 2026

$ ( 175,176 )

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Stockholders’

2 unchanged sentences

$ ( 151,855 )

Common Stock and Warrants Issued in Public Offering

Stock-based compensation

Options exercised

Balance, September 30, 2024

Balance, March 31, 2025

$ ( 156,358 )

Notes to these Unaudited Condensed Financial Statements

accompanying notes to unaudited condensed financial statements.

MEDICAL CORPORATION

1 unchanged sentence

thousands, unless otherwise indicated)

For the Nine Months Ended September 30,

For the Three Months Ended

Cash Flows from Operating Activities

2 unchanged sentences

Depreciation and amortization

Loss on disposition of property and equipment

Amortization of right-of-use assets

Unrealized (gain) loss from investments

Unrealized loss from investments

Changes in operating assets and liabilities:

5 unchanged sentences

Maturities of investments

Purchase of property and equipment

Purchases of investments

Net cash provided by investing activities

Cash Flows from Financing Activities

Proceeds from private placement offering

Proceeds from warrant exercises

Proceeds from stock option exercises

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Notes to these Unaudited Condensed Financial Statements

accompanying notes to unaudited condensed financial statements.

MEDICAL CORPORATION

1 unchanged sentence

1 – Business Organization and Nature of Operations

Medical Corporation (the “Company”) is a late clinical-stage medical device company focused on the advancement of innovative

bioprosthetic (tissue-based) solutions to improve the standard of care for the treatment of deep venous disease.

The Company is developing

surgical and non-surgical replacement venous valves for patients suffering from severe Chronic Venous Insufficiency (“CVI”)

of the deep venous system of the leg.

Company’s lead product is the VenoValve®, a potential first of its kind surgical replacement venous valve currently in post-enrollment

follow-up of its U.S.

pivotal study.

The Company is also developing a second product called enVVe®, a next-generation, non-surgical,

transcatheter based replacement venous valve system consisting of the enVVe valve, the enVVe delivery system, and the delivery system

The Company is currently conducting pre-clinical testing on enVVe.

Both the VenoValve and enVVe are designed to act as one-way

valves, to help assist in propelling blood up the veins of the leg, and back to the heart and lungs.

VenoValve and enVVe are being developed first for approval by the U.S.

Food and Drug Administration (“FDA”).

We expect the

VenoValve to be eligible for FDA approval first, followed two to three years later by enVVe.

If approved, we expect the VenoValve and

enVVe to co-exist, with the VenoValve as a surgical replacement venous valve option and enVVe as a non-surgical replacement venous valve

Medical Corporation (the “Company”) is a medical device company focused on the advancement of innovative bioprosthetic (tissue-based)

solutions to improve the standard of care for the treatment of venous disease.

The Company is developing a replacement venous valve for

patients suffering from severe Chronic Venous Insufficiency (“CVI”) of the deep venous system of the leg.

Company first developed the VenoValve®, which was a potential first-in-class surgical replacement venous valve (the Company received

a not-approvable letter from the U.S.

Food and Drug Administration (“FDA”) in response to its PMA application for the VenoValve

in August 2025).

The Company is now focused on its next-generation, non-surgical venous valve product, called the enVVe® System.

The enVVe System consists of the enVVe Valve, enVVe Delivery System, enVVe Nose Cone, the enVVe Delivery System Accessories, and the

enVVe Crimping System.

The enVVe Valve is a first-in-class, non-surgical, transcatheter based replacement venous valve being developed

for the treatment of severe CVI.

The enVVe Valve is designed to act as a one-way valve, to help assist in propelling blood up the veins

of the leg, and back to the heart and lungs.

The Company has completed pre-clinical testing on the enVVe System.

The Company’s Investigational

Device Exemption (“IDE”) application was approved by the FDA authorizing the Company to commence a study of a non-surgical

replacement venous valve.

The Transcatheter Venous Valve Endoprosthesis (“TAVVE”) pivotal study will evaluate the Company’s

minimally invasive enVVe System for patients with severe deep CVI.

The first stage of the TAVVE study, which is expected to commence later

this year, will consist of 10 patients, whose 30-day safety results will be submitted to the FDA for review.

This group of 10 patients

will continue to be followed as a separate cohort throughout the study, and their safety and efficacy data will be reported publicly from

time to time.

The second stage of the study, which will begin immediately after the 30-day safety results for the first group are reported

to the FDA, will enroll 220 patients, with 165 patients receiving the enVVe valve, and 55 patients randomized into a control arm who will

receive standard of care treatment.

The results from the patients who receive the enVVe valve will be compared to the results from the

patients in the control arm of the study.

The TAVVE study will enroll patients at up to 40 U.S.

clinical sites and will include vascular

surgeons, interventional radiologists and interventional cardiologists.

One year after the 220th patient is enrolled in the second stage

of the study, the Company would be eligible to file for FDA post-marketing approval.

Reverse Stock Split

January 2, 2026, the Company’s board of directors (the “Board”) approved a one-for-thirty-five (1:35) reverse stock

split of the outstanding shares of our common stock (the “Reverse Stock Split”).

On January 16, 2026, the Company filed an

amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock

Split, which became effective on January 20, 2026.

The amendment did not change the number of authorized shares of our common stock.

as the context otherwise requires, all common stock share numbers, share price amounts (including exercise prices, conversion prices,

and closing market prices) and shares issued upon the exercise of warrants contained in the unaudited condensed financial statements

and notes hereto have been retroactively adjusted to reflect the Reverse Stock Split.

2 – Management’s Liquidity Plan

of September 30, 2025, the Company had a cash and investment balance of $ 31.0 million and working capital of $ 29.1 million.

the Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to sustain its operations,

of March 31, 2026, the Company had a cash and investment balance of $ 24.9 million and working capital of $ 23.3 million.

Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to sustain its operations,

pursue its product development initiatives and penetrate markets for the sale of its products, management believes that the Company’s

8 unchanged sentences

In the opinion of management, such statements include all adjustments (consisting of normal

recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company

as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024.

results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results

for the full year.

These unaudited condensed financial statements should be read in conjunction with the financial statements and notes

thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K/A filed with the SEC on February

The accompanying condensed balance sheet as of December 31, 2024 has been derived from the Company’s audited financial

recurring items) which are considered necessary for a fair presentation of the Company’s unaudited condensed financial statements

of the Company as of and for the three months ended March 31, 2026 and 2025, and as of December 31, 2025.

results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full

These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for

the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2026.

accompanying condensed balance sheet as of December 31, 2025 has been derived from the Company’s audited financial statements.

4 – Investments

components of investments as of September 30, 2025 and December 31, 2024 were as follows:

of Components of Investments

September 30, 2025

components of investments were as follows:

Schedule of Components of Investments

March 31, 2026

December 31, 2025

3 unchanged sentences

Total debt investments

and realized gains and losses on the accompanying statement of operations result from fixed-income securities and are primarily attributable

to changes in interest rates.

Management does not believe any remaining unrealized losses represent impairments based on its evaluation

of available evidence.

losses of $ 43,000 and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively, from fixed-income securities and

are primarily attributable to changes in interest rates.

5 – Concentrations

3 unchanged sentences

There were aggregate uninsured cash balances of

$ 1.0 million and $ 0.9 million as of September 30, 2025 and December 31, 2024, respectively.

$ 1.6 million and $ 1.1 million as of March 31, 2026 and December 31, 2025, respectively.

6 – Accounts Payable Accrued Expenses and Other Current Liabilities

2 unchanged sentences

(In thousands)

September 30,

Accounts payable

11 unchanged sentences

compensation expense is reflected in selling, general and administrative expenses in the accompanying condensed statements of operations

and was $ 0.7 million and $ 1.0 million during the three months ended September 30, 2025 and 2024, respectively, and $ 2.8 million and $ 3.1

million during the nine months ended September 30, 2025 and 2024.

As of September 30, 2025, there was $ 3.7 million of unrecognized stock-based

compensation expense related to outstanding stock options that will be recognized over the weighted average remaining vesting period

of 1.83 years.

were no options granted during the three months ended September 30, 2025 and 2024.

There were 600,000 and 423,000 options granted during

the nine months ended September 30, 2025 and 2024, respectively, in connection with entering into certain employment and consulting agreements.

were no option grants forfeited during the three months ended September 30, 2025.

There were approximately 529,000 option grants forfeited

during the nine months ended September 30, 2025.

There were approximately 2,000 and 44,000 option grants forfeited during the three and

nine months ended September 30, 2024, respectively.

were no option grants exercised during the three and nine months ended September 30, 2025.

There were no option grants exercised during

the three months ended September 30, 2024 and there were approximately 13,000 option grants exercised during the nine months ended September

stock unit vesting is conditioned on achieving the Pre-Market Approval of the VenoValve milestone.

During the three and nine months ended

September 30, 2025, there were 50,000 restricted stock units forfeited in connection with employment termination.

No expense has been

recorded as of September 30, 2025.

warrants issued in 2021 totaling approximately 909,000 units were exercised during the three months ended September 30, 2025, at an exercise

price of $ 0.0001 per share.

Pre-funded warrants issued in 2023 and 2021 totaling approximately 861,000 and 1,759,000 units, respectively,

were exercised during the nine months ended September 30, 2025, at an exercise price of $ 0.0001 per share.

issued in 2024 totaling 60,000 units were exercised during the three months ended September 30, 2025, at an exercise price of $ 4.025

warrant issued in 2021 was exercised during the three months ended September 30, 2025, at an exercise price of $ 7.00 per share.

and was $ 0.5 million and $ 0.7 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there

was $ 2.2 million of unrecognized stock-based compensation expense related to outstanding stock options that will be recognized over the

weighted average remaining vesting period of 1.51 years.

were no options granted or exercised during the three months ended March 31, 2026 and 2025.

were 4,476 option grants forfeited during the three months ended March 31, 2026 and no option grants were forfeited during the three

months ended March 31, 2025.

were no warrants issued or exercised during the three months ended March 31, 2026 and 2025.

were 85,219 and 262 warrants that expired during the three months ended March 31, 2026 and 2025, respectively.

9 – Net Loss per Share

1 unchanged sentence

per common share:

of Potentially Dilutive Common Stock Equivalents Excluded From Calculation of Diluted Net Loss

Per Common Share

of Dilutive Net Loss Per Common Share

(In thousands)

September 30,

Shares of common stock issuable upon exercise of warrants

3 unchanged sentences

Company has determined that it currently operates in a 1 single

segment, Medical Device development, located in a single geographic

location, the United States.

The accounting policies of the segment are the same as those described in the summary of significant accounting

policies set forth in the Company’s Form 10-K/A, filed with the SEC on February 28, 2025.

Since the Company operates in a single

segment, the measure of segment total assets and loss from operations is the same as that reported on the accompanying balance sheets

as total assets, and the accompanying statement of operations as loss from operations, respectively.

segment, Medical Device development, located in a single geographic location, the United States.

The accounting policies of the segment

are the same as those described in the summary of significant accounting policies set forth in the Company’s Form 10-K, filed with

the SEC on March 26, 2026.

Since the Company operates in a single segment, the measure of segment total assets and loss from operations

is the same as that reported on the accompanying balance sheets as total assets, and the accompanying statement of operations as loss

from operations, respectively.

Company’s chief operating decision maker (“CODM”) is the chief executive officer.

3 unchanged sentences

of Segment Expenses

(In thousands)

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

(In thousands)

5 unchanged sentences

Professional fees

Reserve for (recovery of) uncollectible prepaid clinical costs

Total selling, general and administrative expense

2 unchanged sentences

and reconciling items between loss from operations and net loss consist of interest income and realized and unrealized gains and losses

related to the Company’s investments in US Treasury securities.

related to the Company’s investments in U.S.

Treasury securities.

11 – Subsequent Events

October 7, 2025, the Company received notification from Nasdaq notifying the Company that, because the closing bid price for the Company’s

common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price

requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules.

notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.

accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the date of notification, or until

April 6, 2026, to regain compliance with the minimum bid price requirement.

To regain compliance, the closing bid price of the Company’s

common stock must close at or above $1.00 per share for a minimum of 10 consecutive trading days (which period may be extended to greater

than 10 consecutive trading days at the sole discretion of Nasdaq) prior to April 6, 2026.

the event the Company does not regain compliance by April 6, 2026, the Company may be eligible for an additional 180 calendar day compliance

period to demonstrate compliance with the bid price requirement.

To qualify for the additional 180-day period, the Company will be required

to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq

Capital Market, with the exception of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to

cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If the Nasdaq staff determines

that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance

period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.

The Company would have the right

to appeal a determination to delist its common stock, and the common stock would remain listed on the Nasdaq Capital Market until the

completion of the appeal process.

On April 29, 2026, the Company

announced that the FDA had approved the Company’s IDE application, authorizing the Company to commence a study of a non-surgical

replacement venous valve.

The TAVVE pivotal study will evaluate the Company’s minimally invasive enVVe System for patients with

severe deep CVI.

The first stage of the TAVVE study, which is expected to commence later this year, will consist of 10 patients, whose

30-day safety results will be submitted to the FDA for review.

This group of 10 patients will continue to be followed as a separate cohort

throughout the study, and their safety and efficacy data will be reported publicly from time to time.

The second stage of the study, which

will begin immediately after the 30-day safety results for the first group are reported to the FDA, will enroll 220 patients, with 165

patients receiving the enVVe valve, and 55 patients randomized into a control arm who will receive standard of care treatment.

from the patients who receive the enVVe valve will be compared to the results from the patients in the control arm of the study.

study will enroll patients at up to 40 U.S.

clinical sites and will include vascular surgeons, interventional radiologists and interventional

cardiologists.

One year after the 220th patient is enrolled in the second stage of the study, the Company would be eligible to file for

FDA post-marketing approval.

During April 2026, we raised approximately $ 0.1 million, net of expenses,

through an at-the-market equity offering of 12,148 shares of common stock.

Under our at-the-market equity program, which is currently

effective and may remain available for us to use in the future, as of the date hereof, we may sell approximately an additional $ 48.8 million

of common stock.

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