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Forward-Looking Statements.
−Removed: The following discussion and analysis should be read in conjunction with our consolidated financial statements for the year ended December 31, 2024 and 2023, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.
+Added: The following discussion and analysis should be read in conjunction with our consolidated financial statements for the years ended December 31, 2025 and 2024, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.
Certain statements contained in this report are not based on historical facts but are forward-looking statements that are based upon various assumptions about future conditions.
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The Company’s products are used primarily for research purposes by universities, pharmaceutical companies, pharmacies, national laboratories, medical device manufacturers, and other industries performing laboratory-scale research.
−Removed: On November 4, 2022, the Board of Directors approved the change of the Company’s fiscal year end from June 30 to December 31 of each year.
−Removed: In connection with this change, we previously filed a Transition Report on Form 10-KT to report the results of the six-month transition period from July, 1, 2022 to December 31, 2022.
Results of Operations .
−Removed: The Company’s results are from the Benchtop Laboratory Equipment operations and the Bioprocessing Systems operations.
−Removed: The Company realized a loss from continuing operations of $6,445,400 for the year ended December 31, 2024 compared to $9,089,800 for the year ended December 31, 2023.
−Removed: The decrease in the loss from continuing operations for the year ended December 31, 2024 compared to year ended December 31, 2023 is primarily due to decreased expenses resulting from operating cost reductions mostly in the Bioprocessing Systems Operations segment compared to the prior year period.
+Added: The Company’s results reflect the results of the Benchtop Laboratory Equipment operations and the Bioprocessing Systems operations.
+Added: As of August 7, 2025 the Genie Division of the Benchtop Laboratory Equipment Operations became discontinued due to the sale of the GENIE product line to Troemner LLC, however the Company continued to produce and market its Torbal® weighing and measurement products.
+Added: The Company realized a loss from continuing operations of $1,780,300 for the year ended December 31, 2025 compared to loss from operations of $8,023,600 for the year ended December 31, 2024.
+Added: The decrease in the loss from continuing operations for the year ended December 31, 2025 compared to year ended December 31, 2024 is primarily due to the sale of the Genie® product line which resulted in a gain of $5,263,400, and reduced expenses.
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
−Removed: Net revenues for the year ended December 31, 2024 decreased $398,900 (3.6%) to $10,712,600 from $11,111,500 for year ended December 31, 2023, reflecting an increase of approximately $323,700 in net revenues from the Bioprocessing Systems products derived principally from the new DOTS MPS product introduced during the year ended December 31, 2024, and a decrease of $722,600 from the Benchtop Laboratory Equipment operations.
−Removed: The reduced net revenue from the Benchtop Laboratory Equipment Operations resulted primarily from decreased sales of the Torbal division, with net revenue of Torbal and VIVID brand products decreasing to $3,107,300 in the year ended December 31, 2024, compared to $3,568,700 in the prior year, due principally to reduced VIVID pill counter sales resulting primarily from the new regulations related to pharmacy direct and indirect renumeration fees “DIR fees” charged by pharmacy benefit managers, which caused financial hardships and cash flow challenges for the independent pharmacy market in the beginning of 2024.
−Removed: The Genie division sales decreased by approximately 4% due to overall market softness in demand for laboratory equipment.
−Removed: The gross profit percentage for the year ended December 31, 2024 decreased to 44.2% from 45.9% for the year ended December 31, 2023, due primarily to increased cost of materials, labor, and fixed overhead for the Benchtop Laboratory Equipment Operations.
−Removed: General and administrative expenses for the year ended December 31, 2024 decreased by $595,200 (11.0%) to $4,822,700 compared to $5,417,900 for the year ended December 31, 2023 due to decreased non-cash stock-based compensation expenses in conjunction with the strategic operational plan for the Bioprocessing Systems Operations implemented in the first and second quarter of the year ended December 31, 2024.
−Removed: Selling expenses for the year ended December 31, 2024 decreased by $1,734,800 (32.3%) to $3,643,000 from $5,377,800 for the year ended December 31, 2023, primarily due to the decreased non-cash stock-based compensation expenses and reduction of sales and marketing employees in conjunction with the strategic operational plan for the Bioprocessing Systems Operations implemented in the first and second quarters of the year ended December 31, 2024.
−Removed: Research and development expenses for the year ended December 31, 2024 decreased by $660,100 (18.5%) to $2,906,100 from $3,566,200 for the year ended December 31, 2023, due to cost reductions by the Bioprocessing Systems Operations in conjunction with cost savings initiatives, and the reduction of research and development expenditures related to the completion of a new VIVID automated pill counter in the Benchtop Laboratory Equipment Operations as compared to the prior year period.
−Removed: Total other income (expense), net for the year ended December 31, 2024 and 2023 was $192,800 and $170,100, respectively.
−Removed: The increase was due primarily to increased interest income earned from investment securities.
−Removed: The Company reflected income tax expense for continuing operations of $0 for the year ended December 31, 2024 and 2023, respectively.
+Added: Net revenues for the year ended December 31, 2025 increased $256,700 (5.4%) to $5,053,800 from $4,797,100 for year ended December 31, 2024, reflecting an increase of approximately $645,100 in net revenues from the Benchtop Laboratory Equipment Operations.
+Added: Such increase resulted primarily from increased sales of the Torbal® division products, offset by decrease in sales from the Bioprocessing Systems products which sales are derived principally from the new DOTS MPS product introduced during the year ended December 31, 2025.
+Added: The gross profit percentage for the year ended December 31, 2025 decreased to 25.8% from 41.8% for the year ended December 31, 2024, due primarily to inventory write-offs within the Bioprocessing segment of slow moving and obsolete items.
+Added: Without the effect of write-offs, the gross profit percentage would have been 42.6%.
+Added: General and administrative expenses for the year ended December 31, 2025 decreased by $850,600 (20.6%) to $3,268,800 compared to $4,119,400 for the year ended December 31, 2024 due to decreased expenses of the Bioprocessing Systems Operations and corporate expenses in conjunction with cost savings initiatives.
+Added: Selling expenses for the year ended December 31, 2025 decreased by $60,800 (1.9%) to $3,114,900 from $3,205,700 for the year ended December 31, 2024, primarily due to the decreased expenses of the Bioprocessing Systems Operations in conjunction with cost savings initiatives.
+Added: Research and development expenses for the year ended December 31, 2025 decreased by $410,200 (14.2%) to $2,487,700 from $2,897,900 for the year ended December 31, 2024, due to cost reductions by the Bioprocessing Systems Operations in conjunction with cost savings initiatives.
+Added: Total other income, net for the years ended December 31, 2025 and 2024 was $6,114,200 and $192,800, respectively.
+Added: The increase was due primarily to the sale of Genie product line which resulted in a gain on sale of $5,263,400, and payroll tax related reimbursements in the Bioprocessing Systems Operations segment.
+Added: The Company reflected income tax expense for continuing operations of $4,600 and $0 for the years ended December 31, 2025 and 2024, respectively.
The Company maintains a full valuation allowance of $12,928,000 against the consolidated net deferred tax asset as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized in the future.
In the event in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
−Removed: As a result of the foregoing, the Company recorded a reduced loss from continuing operations of $6,445,400 for the year ended December 31, 2024 compared to a loss from continuing operations of $9,089,800 for the year ended December 31, 2023.
−Removed: The Company reflected net gain from discontinued operations of $0 and $3,300 for the year ended December 31, 2024 and 2023, respectively.
+Added: As a result of the foregoing, the Company recorded a loss from continuing operations of $1,780,300 for the years ended December 31, 2025 compared to a loss from continuing operations of $8,023,600 for the year ended December 31, 2024.
+Added: The Company reflected income from discontinued operations related to the sale of the Genie division of the Benchtop Laboratory Equipment Operations of $559,900 and $1,578,200 for the years ended December 31, 2025 and 2024, respectively.
As a result of the above, the Company recorded a net loss of $1,220,400 for the year ended December 31, 2025 compared to a net loss of $6,445,400 for the year ended December 31, 2024.
Liquidity and Capital Resources.
−Removed: Cash and cash equivalents decreased by $208,200 to $587,900 as of December 31, 2024 from $796,100 as of December 31, 2023, primarily due to continued operating costs of the Bioprocessing Systems operations and increased corporate overhead.
−Removed: For the year ended December 31, 2024, the Company generated negative cash flows from operations of $3,683,500 and has an accumulated deficit of $33,930,500 as of December 31, 2024.
−Removed: The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued.
−Removed: Based on its recurring losses from operations and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Consolidated Financial Statements are issued.
−Removed: In order to continue as a going concern, the Company will need, among other things, additional capital resources.
−Removed: Management has developed a strategic plan to secure such resources for the Company which may include capital from management and significant shareholders sufficient to meet its operating expenses and third-party equity and/or debt financing and exploring the sale of certain assets.
−Removed: However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
−Removed: The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Accordingly, the Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
+Added: Cash and cash equivalents increased by $367,100 to $955,000 as of December 31, 2025 from $587,900 as of December 31, 2024.
Net cash used in operating activities was $8,149,600 for the year ended December 31, 2025 and $3,046,100 for the year ended December 31, 2024.
−Removed: The decrease is primarily due to decreased operational costs from the Bioprocessing Systems operations and Corporate overhead in the current year period.
−Removed: Net cash provided or (used) by investing activities was $2,866,000 for the year ended December 31, 2024 compared to $(735,100) for the year ended December 31, 2023.
−Removed: The increase is primarily due to a increase in redemption of investment securities for use in general operations in the current year period.
+Added: This reflected the sale of the Genie division.
+Added: Net cash provided by investing activities was $3,831,000 for the year ended December 31, 2025 compared to $2,866,000 for the year ended December 31, 2024, with the increase reflecting the proceeds from the sale of the Genie division of the Benchtop Laboratory Equipment Operations.
Net cash provided by financing activities was $1,952,200 for the year ended December 31, 2025 compared to $645,700 for the year ended December 31, 2024.
−Removed: The decrease is primarily due to the prior period $5,751,200 net proceeds from the issuance of common stock and warrants compared to the current period $645,700 net proceeds from the issuance of common stock and warrants.
+Added: The increase is primarily due to the issuance of common stock and exercise of certain warrants in the current year.
+Added: Historically at the end of each reporting period, the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the Consolidated Financial Statements were issued.
+Added: Since the fiscal year ended June 30, 2020 the Company has recorded recuring losses from operations and continued cash outflow from operating activities as a result of its strategic focus on the Bioprocessing Systems Operations, which is still in its start-up stage.
+Added: Historically the Company has relied on equity financings.
+Added: For the year ended December 31, 2025, in addition to equity financings, the Company generated positive cash flows as a result of the sale of the Genie® Product line which occurred in August 2025.
+Added: The Company reflected an accumulated deficit of $35,150,900 as of December 31, 2025 and continues to generate negative cash flows from its operations and expects to continue to generate negative cash flows from operations in the foreseeable future, however the Company expects that with the cash generated from the recent division sale plus other incoming cash related to the various post sale agreements is sufficient to fund operations of the Company for at least one year from the date of issuance of the consolidated financial statements for the year ended December 31, 2025.
+Added: In order to continue as a going concern, the Company will need to decrease expenses or materially increase revenues, and/or secure additional external capital resources.
+Added: Based on management’s current operating plan, the Company believes its cash on hand, including its investments, are sufficient to fund the Company's operations for a period of at least one year subsequent to the issuance of the accompanying consolidated financial statements.
+Added: However, there is no assurance that management's current operating plan will be successful.
Critical Accounting Policies and Estimates
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Goodwill – Goodwill represents the excess of purchase price over the fair value of identifiable net assets acquired in a business combination.
−Removed: Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of Accounting Standards Codification (“ASC”) No.
−Removed: 350, “Intangibles- Goodwill and Other” (“ASC No.
−Removed: 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
+Added: Goodwill and long-lived intangible assets are tested for impairment at least annually in accordance with the provisions of Accounting Standards Codification (“ASC”) 350, “Intangibles- Goodwill and Other” (“ASC 350”).
+Added: ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.
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The quantitative analysis involves a comparison of the fair value of the reporting unit with its carrying amount.
−Removed: The fair value is determined using the income approach, which utilizes the present value of expected future cash flows for each reporting unit based on estimate future cash flows, the timing of these cash flows, and a discount rate based on a weighted average cost of capital.
+Added: The fair value is determined using the income approach, which utilizes the present value of expected future cash flows for each reporting unit based on estimated cash flows, the timing of these cash flows, and a discount rate based on a weighted average cost of capital.
The assumptions used to estimate future cash flows and the development of forecasts used in the fair value determination were based on assumptions made using the best information available at the time, subject to inherent risk and judgement.
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In completing these assessments, the Company noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying amount.
−Removed: As of December 31, 2024 and 2023 there was no remaining goodwill to the Bioprocessing System reporting unit.
+Added: As of December 31, 2025 and 2024 there was $115,300 of goodwill pertaining to the Benchtop Laboratory Operations and $0 of goodwill on the Bioprocessing System reporting unit.
Intangible assets – Intangible assets consist primarily of acquired technology, customer relationships, non-compete agreements, patents, licenses, websites, intellectual property in-process research and development (“IPR&D”), trademarks and trade names.
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Fair value is determined by computing the expected future discounted cash flows.
−Removed: There was no impairment of intangible assets as of December 31, 2024 and 2023, respectively.
+Added: There was an impairment of $291,000 of intangible assets within the Bioprocessing segment for the year ended December 31, 2025 while the year ended December 31, 2024 had $0 impairments.
The Company and its subsidiaries file a consolidated U.S.
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ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized.
−Removed: As of and for the year ended December 31, 2024 and 2023, the Company maintained a full valuation allowance of $9,839,400 and $9,302,300, respectively, against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance.
+Added: As of and for the years ended December 31, 2025 and 2024, the Company maintained a full valuation allowance of $12,928,000 and $9,839,400, respectively, against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance.
If in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
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The Company does not anticipate any material amount of unrecognized tax benefits within the next 12 months.
+Added: Current and noncurrent inventories recorded other than those of Aquila, are valued at the lower of cost (determined on a first-in, first-out basis) or net realizable value, and have been reduced by an allowance for excess and obsolete inventories.
+Added: Inventories of Aquila are valued at the lower of cost (determined on a average cost method) or net realizable value and have been reduced by an allowance for excess and obsolete inventories.
+Added: The Company’s inventory allowance is based on management’s estimates and reviews of inventories on hand compared to estimated future usage and sales.
Quantitative and Qualitative Disclosures about Market Risk.
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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.