What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-13 · 83 added, 60 removed, 156 unchanged (48% of the section changed)

56 unchanged sentences

In 2025 and 2024, we had three customers and two customers, respectively, that represented more than 10% of our revenues.

Loss or a year over year reduction in sales of one of more of our larger customers, or a loss of one or more of any of the pharmaceutical brands that purchase our solutions, could have a material negative impact on our operating results.

As disclosed in our net revenue discussion, one customer that accounted for approximately 10% of total revenue in fiscal 2025 did not generate revenue during the current period, and future revenue from this customer is uncertain.

Loss or a year over year reduction in sales of one or more of our larger customers, or a loss of one or more of any of the pharmaceutical brands that purchase our solutions, could have a material negative impact on our operating results.

In general, the pharmaceutical brand marketing industry spends its advertising budget seasonally.

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Food and Drug Administration and other federal health agencies over the past year have created additional uncertainty within our target customer markets.

Historically, during periods of economic uncertainty and downturns, businesses may slow spending, which may impact our business and our customers’ businesses.

These macroeconomic factors have contributed to more measured customer spending patterns, which was a factor in our 21% revenue decline for the six months ended June 30, 2026.

Historically, during periods of economic uncertainty and downturns, businesses may

slow spending, which may impact our business and our customers’ businesses.

Adverse changes in demand could impact our business, collection of accounts receivable and our expected cash flow generation, which may adversely impact our financial condition and results of operations.

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Average revenue per top 20 pharmaceutical manufacturer is calculated by taking the total revenue the Company recognized through pharmaceutical manufacturers listed in Fierce Pharma’s “The top 20 pharma companies by 2025 revenue” over the last twelve months, divided by 20, representing the aforementioned pharmaceutical manufacturers highlighted on that list.

The Company uses this metric to monitor its progress in “landing and expanding” with key customers within its largest customer vertical and believe it also provides investors with a transparent way to chart our progress in penetrating this important customer segment.

The decrease in the average of twelve months ended March 31, 2026, as compared to the twelve months ended March 31, 2025, is a result of reduced revenues from the top 20 pharmaceutical manufacturers.

The Company uses this metric to monitor its progress in “landing and expanding” with key customers within its largest customer vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment.

Average revenue per top 20 pharmaceutical manufacturers decreased $436, or 14%, from $3,095 to $2,659 for the rolling twelve months ended June 30, 2026, as compared to the rolling twelve months ended June 30, 2025.

The decrease is primarily due to reduced revenue from a small subset of the top 20 pharmaceutical manufacturers, including the impact of the customer that accounted for approximately 10% of fiscal 2025 revenue and from which the Company did not generate revenue during the current period, as discussed in the net revenues section below.

Rolling Twelve Months

Ended March 31,

Ended June 30,

Average revenue per top 20 pharmaceutical manufacturers (in thousands) $ 2,659 $ 3,095

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The percent of total revenue attributable to top 20 pharmaceutical manufacturers reflects a combination of a year over year decrease in overall revenue from top 20 pharmaceutical manufacturers and growth in revenue from non-top 20 customers.

The decrease in the percentage of total revenue attributable to the top 20 pharmaceutical manufacturers primarily reflects lower revenue from the top 20 pharmaceutical manufacturers (including the customer discussed in the net revenues section), partially offset by growth in revenue from customers outside the top 20 pharmaceutical manufacturers.

Rolling Twelve Months

Ended March 31,

Ended June 30,

Percent of total revenue attributable to top 20 pharmaceutical manufacturers 54 % 59 %

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The Company uses this metric to monitor its ability to improve its penetration with existing customers and believes it also provides investors with a metric to chart our ability to increase our year-over-year penetration and revenue with existing customers.

The decline in net revenue retention for the period ending March 31, 2026, is primarily due to a decline in DTC related managed service revenue and lower revenue from the top 20 pharmaceutical manufacturers.

The decline in net revenue

retention for the period ending June 30, 2026, is primarily due to lower revenue from existing customers, driven principally by reduced revenue from a small subset of those customers.

Rolling Twelve Months

Ended March 31,

Ended June 30,

Net revenue retention 90 % 121 %

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The Company uses this metric to monitor the productivity of its workforce and its ability to scale efficiently over time and believes the metric provides investors with a way to chart our productivity and scalability.

Our revenue rate

per employee increased year over year due to revenue growing at a higher rate than the average number of FTEs over the last 12 month period.

This is reflective of operational efficiencies gained over the previous twelve months.

Revenue per average FTE decreased $17, or 2%, from $767 to $750 for the rolling twelve months ended June 30, 2026, as compared to the rolling twelve months ended June 30, 2025.

The decrease was due to lower revenue, partially offset by a decrease in the average FTE count during the last 12 months period.

Rolling Twelve Months

Ended March 31,

Ended June 30,

Revenue per average full-time employee (in thousands) $ 750 $ 767

Results of Operations for the Three Months Ended March 31, 2026 and 2025

The following tables sets forth, for the periods indicated, the dollar value and percentage of net revenue represented by certain items in our condensed consolidated statements of operations (in thousands):

Three Months Ended March 31,

Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025

The following tables set forth, for the periods indicated, the dollar value and percentage of net revenue represented by certain items in our condensed consolidated statements of operations and comprehensive income (loss) (in thousands):

Three Months Ended June 30,

Net revenue $ 20,504 100.0 % $ 29,195 100.0 %

Expenses 20,592 100.4 % 25,988 89.0 %

Income from operations (88) (0.4) % 3,207 11.0 %

Other expenses (1,008) (4.9) % (1,476) (5.1) %

Income (loss) before provision for income taxes (1,096) (5.3) % 1,731 5.9 %

Income tax benefit (expense) 393 1.9 % (199) (0.7) %

Net income (loss) $ (703) (3.4) % $ 1,532 5.2 %

* Balances and percentage of net revenue information may not add due to rounding

Six Months Ended June 30,

Net revenue $ 40,348 100.0 % $ 51,123 100.0 %

Expenses 40,040 99.2 % 50,018 97.8 %

Income (loss) from operations 308 0.8 % 1,105 2.2 %

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* Balances and percentage of net revenue information may not add due to rounding

Our net revenue decreased 10% to $19,844 for the three months ended March 31, 2026 from $21,928 from the same period in 2025.

The decrease in net revenue was primarily attributable to a $3,400 decline in revenue from a low-margin managed service program which represented approximately 9.8% of total revenue in 2025.

Our net revenue decreased 30% to $20,504 for the three months ended June 30, 2026 from $29,195 from the same period in 2025.

Our net revenue decreased 21% to $40,348 for the six months ended June 30, 2026 from $51,123 from the same period in 2025.

The decrease in net revenue was primarily attributable to an $8,400 decline in revenue from a low-margin managed service program which represented approximately 9.8% of total revenue in 2025.

The Company is no longer actively supporting these types of low-margin managed service contracts.

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These decreases were partially offset by increased spending from new and existing customers.

Expenses decreased to $19,448 for the three months ended March 31, 2026 from $24,030 for the same period in 2025, a decrease of approximately 19%.

Expenses decreased 21% to $20,592 for the three months ended June 30, 2026 from $25,988 for the same period in 2025, a reduction of $5,396.

For the six months ended June 30, 2026, expenses decreased 20% to $40,040 from $50,018 for the six

months ended June 30, 2025, a reduction of $9,978.

The detail by major category is reflected in the next table (in thousands).

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenues, exclusive of depreciation and amortization presented separately below $ 4,816 $ 10,560 $ 9,728 $ 19,144

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Total expenses $ 20,592 $ 25,988 $ 40,040 $ 50,018

Cost of Revenues

Our total cost of revenues, composed primarily of revenue-share expense paid to our channel partners, decreased for the three months ended March 31, 2026 to $4,912 compared to $8,584 for the same period of 2025.

Our cost of revenues as a percentage of revenue decreased to approximately 25% for the three months ended March 31, 2026 from approximately 39% for the three months ended March 31, 2025.

Our total cost of revenues, composed primarily of revenue-share expense paid to our channel partners, decreased for the three months ended June 30, 2026 to $4,816 compared to $10,560 for the same period of 2025.

Our cost of revenues as a percentage of revenue decreased to approximately 23% for the three months ended June 30, 2026 from approximately 36% for the three months ended June 30, 2025.

Our cost of revenues decreased for the six months ended June 30, 2026 to $9,728 compared to $19,144 for the six months ended June 30, 2025.

Our cost of revenues as a percentage of revenue decreased to approximately 24% for the six months ended June 30, 2026 from approximately 37% for the six months ended June 30, 2025.

This improvement in our cost of revenues as a percentage of revenues was primarily a result of solution and channel partner mix.

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This program concluded in the third quarter of 2025 and the Company has since shifted its focus toward higher-margin solutions.

Sales and marketing remained consistent at $4,729 for the three months ended March 31, 2026 from $4,985 for the three months ended March 31, 2025.

General and administrative decreased to $3,513 for the three months ended March 31, 2026 from $4,557 for the three months ended March 31, 2025.

This decrease is primarily a result of cost savings realized across various expense categories as a result of ongoing efficiency initiatives.

Research and development remained consistent at $3,402 for the three months ended March 31, 2026 from $3,252 for the three months ended March 31, 2025.

Stock-based compensation increased to $1,828 for the three months ended March 31, 2026 from $1,558 for the three months ended March 31, 2025.

The increase in stock-based compensation expense primarily reflects changes in the Company’s stock price, which affects the grant-date fair value of awards.

There was also an increase in the quantity of awards granted.

Depreciation and amortization remained consistent at $1,064 for the three months ended March 31, 2026 from $1,094 for the three months ended March 31, 2025.

Sales and marketing decreased to $5,528 for the three months ended June 30, 2026 from $5,865 for the three months ended June 30, 2025, a decrease of $337, or 6%.

Sales and marketing decreased to $10,257 for the six months ended June 30, 2026 from $10,850 for the six months ended June 30, 2025, a decrease of $593, or 5%.

This a decrease in both periods is primarily a result of a decrease in commission expense,

General and administrative decreased to $3,702 for the three months ended June 30, 2026 from $3,909 for the three months ended June 30, 2025, a decrease of $207, or 5%, and decreased to $7,215 for the six months ended June 30, 2026 from $8,466 for the six months ended June 30, 2025, a decrease of $1,251, or 15%.

This a decrease in both periods reflects cost savings realized across various expense categories as a result of ongoing efficiency initiatives.

The decrease for the six months period was primarily driven by a $2,000 reduction in performance based bonuses and a $527 decrease in legal fees, partially offset by a $1,700 increase in severance costs related to organizational restructuring.

Research and development increased to $3,274 for the three months ended June 30, 2026 from $3,092 for the three months ended June 30, 2025, an increase of $182, or 6%.

Research and development increased to $6,676 for the six months ended June 30, 2026 from $6,344 for the six months ended June 30, 2025, an increase of $332, or 5%.

The increase in both periods was primarily attributable to higher personnel-related costs, including organizational changes that shifted certain internal resources from supporting services to research and development, as well as increased efforts to support development initiatives.

The Company's continued investment in research and development reflects its strategic commitment to product innovation, including enhancements to DAAP and the Company's patent-pending Natural Language Audience Builder (“NLAB”).

Stock-based compensation increased to $2,208 for the three months ended June 30, 2026 from $1,488 for the three months ended June 30, 2025, and increased to $4,036 for the six months ended June 30, 2026 from $3,046 for the six months ended June 30, 2025.

The increase in both periods is primarily a result of the acceleration of $588 of stock-based compensation upon employee terminations during the three months ended June 30, 2026.

Depreciation and amortization remained consiste nt at $1,064 for the three months ended June 30, 2026 from $1,074 for the three months ended June 30, 2025, and remained consistent at $2,128 for the six months ended June 30, 2026 from $2,168 for the six months ended June 30, 2025.

Other income (expense)

Interest expense decreased to $1,155 for the three months ended March 31, 2026 from $1,297 for the three months ended March 31, 2025 and represents interest charges on our Term Loan, together with the amortization of the related issuance costs.

The decrease is primarily a result of the decrease in the interest rate on the Term Loan and a lower average principal balance for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Interest income decreased to $77 for the three months ended March 31, 2026 from $88 for the three months ended March 31, 2025.

Interest expense decreased to $1,127 for the three months ended June 30, 2026 from $1,603 for the three months ended June 30, 2025, and decreased to $2,282 for the six months ended June 30, 2026 from $2,899 for the six months ended June 30, 2025.

Interest expense represents interest charges on our Term Loan and New Term Loan, together with the amortization of the related issuance costs.

The decrease in both periods is primarily a result of the decrease in the interest rate on the New Term Loan and a lower average principal balance for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 and for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025

Interest income decreased to $81 for the three months ended June 30, 2026 from $90 for the three months ended June 30, 2025, and decreased to $158 for the six months ended June 30, 2026 from $177 for the six months ended June 30, 2025.

The variability in interest income is a result of the fluctuation in interest rates as the balance in the Company's money market account has remained consistent.

Income tax (expense) benefit

Income tax benefit was approximately $149, or an effective rate of 23.1%, for the three months ended March 31, 2026.

Income tax benefit was approximately $1,073, or an effective rate of 32.8%, for the three months ended March 31, 2025.

Income tax benefit (expense)

Income tax benefit was $393, or an effective rate of 35.8%, and income tax benefit was $542, or an effective rate of 31.1% for the three and six months ended June 30, 2026, respectively.

Income tax expense was $199, or an effective rate of 11.5%, and income tax benefit of $874, or an effective rate of 56.7%, for the three and six months ended June 30, 2025, respectively.

For further information, see Part I, Item I.

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Net income (loss)

We had a net loss of approximately $(495) for the three months ended March 31, 2026, as compared to a net loss of approximately $(2,199) during the same period in 2025.

We had a net loss of $(703) for the three months ended June 30, 2026, as compared to net income of $1,532 during the three months ended June 30, 2025 and a net loss of $(1,198) for the six months ended June 30, 2026 as compared to a net loss of $(667) for the six months ended June 30, 2025.

The reasons and specific components associated with the change are discussed above.

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Historically, our primary sources of liquidity have been cash receipts from customers and proceeds from equity offerings.

In addition, on October 11, 2023, the Company entered into a Term Loan of $40,000 in order to partially fund the acquisition of Medicx Health.

As of March 31, 2026, the total principal balance outstanding on the Term Loan was approximately $23,598 and we were in compliance with all of the financial covenants of the Term Loan.

On March 2, 2026, the maturity date of the Term Loan was extended to October 11, 2029.

On May 7, 2026, upon the closing of the

Credit Agreement, the proceeds from the New Term Loan were used to repay our outstanding Term Loan balance and the Financing Agreement was terminated.

As of March 31, 2026, we had total current assets of $56,165, compared with current liabilities of $10,459, resulting in working capital of $45,706 and a current ratio of 5.4 to 1.

This represents a increase from our working capital of $43,451 and an increase from the current ratio of 3.0 to 1 at December 31, 2025.

We believe that funds generated from operations, together with existing cash, will be sufficient to finance our current operations and meet our obligations under the New Term Loan for the next twelve (12) months.

On May 7, 2026 (the “Closing Date”), the Company completed a debt refinancing and entered into a new credit agreement (the “Credit Agreement”) providing for senior secured credit facilities in an aggregate principal amount of $35,000 on the Closing Date, consisting of (i) a $10,000 revolving credit facility (the “Revolving Facility”), which includes a $250 letter of credit subfacility and a swing line subfacility (with an initial swing line maximum amount of $0), and (ii) a $25,000 term loan facility (the “New Term Loan”).

As of June 30, 2026, the total principal balance outstanding on the New Term Loan was approximately $19,688 and we were in compliance with all of the financial covenants of the New Term Loan.

The New Term Loan matures on May 7, 2031.

As of June 30, 2026, we had total current assets of $54,146, compared with current liabilities of $9,711, resulting in working capital of $44,435 and a current ratio of approximately 5.6 to 1.

This represents an increase from our working capital of $43,451 and an increase from the current ratio of 3.0 to 1 at December 31, 2025.

We believe that funds generated from operations, together with existing cash of approximately $24,096 and our $10,000 undrawn Revolving Facility, will be sufficient to finance our current operations and meet our obligations under the New Term Loan for the next twelve (12) months.

In addition, we believe we can generate the cash needed to operate beyond the next 12 months from operations.

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Under this new program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion.

This share repurchase authorization was effective on March 12, 2026 and will expire on the earlier of March 15, 2027 or when the repurchase of $10,000 of shares has been reached.

The Company’s repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934.

The Company intends to finance the purchase using its available cash and cash equivalents.

This share repurchase authorization was effective on March 12, 2026 and will expire on the earlier of March 15, 2027 or when the repurchase of $10,000 of shares has been reached, if earlier.

As of June 30, 2026, no shares had been repurchased under this program.

The Company’s repurchase of shares may take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934.

The Company intends to finance purchases, if any, under this program using its available cash and cash equivalents.

The Board may modify, suspend, extend or terminate the repurchase program at any time.

Following is a table with summary data from the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, as presented (in thousands).

Three Months Ended March 31,

Net cash (used in) provided by operating activities $ (467) $ 3,864

Following is a table with summary data from the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025, as presented (in thousands).

Six Months Ended June 30,

Net cash provided by operating activities $ 8,144 $ 8,425

Net cash used in investing activities (56) (128)

Net cash used in financing activities (7,368) (5,092)

Net (decrease) increase in cash and cash equivalents $ (3,196) $ 3,193

Our operating activities used $467 during the three months ended March 31, 2026, compared with operating activities provided $3,864 in the same period in 2025.

The net increase in net cash (used in) provided by operating activities was mainly attributable to a $8,843 increase in cash flows from accrued expenses and other liabilities due to the payout of the prior year variable compensation in the three months ended March 31, 2026.

This was partially offset by a $1,704 decrease in net loss, a $1,179 decrease in cash flows from revenue share payable, a $655 decrease in cash flows from deferred tax liabilities and a $312 decrease in cash flows from taxes receivable and payable.

Investing activities used $21 for the three months ended March 31, 2026, compared with $84 in the same period in 2025.

Effect of exchange rate changes on cash and cash equivalents 11 —

Net increase in cash and cash equivalents $ 731 $ 3,205

Our operating activities provided $8,144 during the six months ended June 30, 2026, compared with $8,425 in the same period in 2025.

The net decrease in net cash provided by operating activities was mainly attributable to a $531 increase in net loss partially offset by a $195 decrease in cash flows from deferred revenue.

Investing activities used $56 during the six months ended June 30, 2026, compared with $128 in the same period in 2025.

The decrease in net cash used in investing activities was mainly attributed to a decrease in capitalization of internally developed software.

Financing activities used $2,708 during the three months ended March 31, 2026, compared with $587 in the same period in 2025.

The increase in net cash used for financing activities was primarily related to the repayment of long-term debt.

Financing activities used $7,368 during the six months ended June 30, 2026, compared with $5,092 in the same period in 2025.

The increase in net cash used for financing activities was primarily related to a $26,603 increase in repayments of long-term debt partially offset by a $24,298 increase in proceeds from the New Term Loan.

Critical Accounting Estimates

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From time to time, the Company enters into arrangements with channel partners to acquire minimum amounts of media, data or messaging capabilities.

As of March 31, 2026, the Company had commitments with channel partners for future minimum payments of $31,293 that will be reflected in cost of revenues during the remainder of 2026 and years from 2027 through 2030.

As of June 30, 2026, the Company had commitments with channel partners for future minimum payments of $27,444 that will be reflected in cost of revenues during the remainder of 2026 and years from 2027 through 2030.

See Part I, Item 2.

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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 2. Management’s Discussion and Analysis