What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2025-11-06 · 79 added, 116 removed, 65 unchanged (75% of the section changed)

2 unchanged sentences

Executive Summary

We continued to realize significant revenue growth during the three months ended September 30, 2025, as compared to the same period in 2024 .

Revenue for the three months ended September 30, 2025, totaled $11.5 million , an increase of 22% , as compared to $9.4 million for the same period of 2024 .

Revenue for the nine months ended September 30, 2025, totaled $31.0 million , an increase of 39% , as compared to $22.3 million for the same period of 2024 .

Net income for the three months ended September 30, 2025, was $10.3 million compared to net loss of $20.7 million for the same period in 2024 .

The increase in our net income for the three months ended September 30, 2025, was primarily related to the change in fair value of derivative liabilities of $6.1 million for the three months ended September 30, 2025 compared to a loss of $18.8 million for the three months ended September 30, 2024 and $5.2 million in other income for the three months ended September 30, 2025 compared to none for the three months ended September 30, 2024 .

The change in fair value of derivative liability relates to the valuation of warrants previously issued by the Company.

Other income for the three months ended September 30, 2025 mainly consists of the one-time payment of $5.0 million related to the patent purchase agreement as described in Note 15 of our condensed consolidated financial statements for the period.

For the three months ended September 30, 2025, our operating income totaled $1.5 million compared to $2.0 million for the same period of 2024.

The decrease in net income was mainly due to an increase in non-cash charges for stock-based compensation of $1.4 million for the three months ended September 30, 2025 as compared to the same period of 2024.

Net income for the nine months ended September 30, 2025, was $5.7 million compared to a net loss of $18.6 million for the same period in 2024 .

The increase in net income for the nine months ended September 30, 2025, was primarily related to the change in fair value of derivative liabilities of $2.2 million for the nine months ended September 30, 2025 compared to a loss of $17.6 million for the nine months ended September 30, 2024 and a decrease in interest expense in the nine months ended September 30, 2025 of $4.5 million compared to the same period of 2024.

For the nine months ended September 30, 2025, our operating income totaled $4.3 million , which is an improvement of $1.4 million compared to the same period of 2024 .

The increase in operating income was mainly driven by an increase in revenue and gross margin for the nine months ended September 30, 2025.

We realized modest revenue growth during the three months ended March 31, 2026, as compared to the same period in 2025 .

Revenue for the three months ended March 31, 2026, totaled $9.6 million , an increase of 3% , as compared to $9.3 million for the same period of 2025 .

Net loss for the three months ended March 31, 2026, was $1.4 million compared to a net loss of $6.1 million for the same period in 2025 .

The decrease in our net loss for the three months ended March 31, 2026, was primarily attributable to the $4.9 million non-cash loss on the change in fair value of derivative liabilities recognized in the prior year period that did not recur during the three months ended March 31, 2026.

For the three months ended March 31, 2026, our operating loss totaled $1.1 million , which is a change of $1.7 million compared to operating income of $0.6 million for the same period of 2025 .

Non-GAAP Financial Measures

9 unchanged sentences

These measures also help the Company to make operational and strategic decisions.

The Company believes

that providing this information to investors, in addition to U.S.

The Company believes that providing this information to investors, in addition to U.S.

GAAP measures, allows them to see the Company’s results through the eyes of management, and to better understand its historical and future financial performance.

7 unchanged sentences

As presented in the U.S.

GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measure excludes the impact of certain charges that contribute to our net income (loss).

Three Months Ended September 30, Nine Months Ended September 30,

GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measure excludes the impact of certain charges that contribute to our net loss.

Three Months Ended March 31,

(in thousands) 2026 2025

Net Income (Loss) $ 10,325 $ (20,657) $ 5,704 $ (18,624)

(As Restated)

Net Loss $ (1,439) $ (6,118)

Non-GAAP Adjustments:

6 unchanged sentences

Stock-based compensation 1,472 975

Loss (Gain) on extinguishment of debt 477 - 477 (5,205)

Loss on impairment of assets 196 - 196 -

Severance agreement and legal settlement 113 - 113 585

Release of historical accrued expenses - - - (579)

Gain on license and option agreement (5,000) - (5,000) (2,500)

Prepaid legal fees expensed from termination of Merger Agreement - - - 457

State & local sales tax 2

Sale of excess inventory (220) -

Shares issued for services 97 -

Adjusted EBITDA $ 1,089 $ 2,252

1 Depreciation and amortization excludes amortization of right-of-use (ROU) leases.

Prior period amounts have been retroactively revised to conform to this presentation.

This change had no effect on previously reported GAAP results.

2 The charges represent a non-recurring state and local sales tax expense related to the restatement of prior period financial statements.

Results of Operations

Three Months Ended September 30, Change Nine Months Ended September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

(As Restated) $ %

Revenue $ 9,619 $ 9,333 $ 286 3 %

7 unchanged sentences

Depreciation and amortization 246 192 54 28 %

Operating income 1,467 1,953 (486) -25 % 4,330 2,895 1,435 50 %

Other income (expense) 8,858 (22,610) 31,468 -139 % 1,374 (21,519) 22,893 -106 %

Net income (loss) $ 10,325 $ (20,657) $ 30,982 -150 % $ 5,704 $ (18,624) $ 24,328 -131 %

Revenues for the t hree months ended September 30, 2025, were $11.5 million , compared to $9.4 million for the same period of 2024 , an increase of $2.1 million or 22% .

The increase in net sales was primarily driven by the growth in quantity of UltraMIST ® disposables and systems sold.

The quantity of UltraMIST ® disposables sold increased by 23% in the t hree months ended September 30, 2025, as compared to the same period of 2024 .

The quantity of UltraMIST ® systems sold increased by 25% in the t hree months ended September 30, 2025, as compared to the same period of 2024.

Pricing of the UltraMIST ® disposables showed growth in the t hree months ended September 30, 2025, as compared to the same period of 2024;

the average selling price of disposables increased 3% in the t hree months ended September 30, 2025.

The average selling price of systems decreased 4% in the t hree months ended September 30, 2025.

Revenue from UltraMIST ® totaled 99% of total revenue in the t hree months ended September 30, 2025, and over 99% in the same period of 2024 .

Revenues for the nine months ended September 30, 2025, were $31.0 million , compared to $22.3 million for the same period of 2024 , an increase of $8.6 million or 39% .

The increase in net sales was primarily driven by the growth in quantity of UltraMIST ® disposables and systems sold as well as a strategic focus on price discipline.

The quantity of UltraMIST ® disposables sold increased by 28% in the nine months ended September 30, 2025, as compared to the same period of 2024 .

The quantity of UltraMIST ® systems sold increased by 54% in the nine months ended September 30, 2025, as compared to the same period of 2024.

Pricing of the UltraMIST ® system and disposables also showed growth in the nine months ended September 30, 2025, as compared to the same period of 2024;

the average selling price of disposables increased 6% in the nine months ended September 30, 2025, and the average selling price of systems increased 1% in the nine months ended September 30, 2025.

Revenue from UltraMIST ® totaled 99% of total revenue in the nine months ended September 30, 2025, and over 98% in the same period of 2024 .

Operating (loss) income (1,124) 601 (1,725) 287 %

Other expense, net (315) (6,719) 6,404 95 %

Net loss $ (1,439) $ (6,118) $ 4,679 76 %

Revenues for the t hree months ended March 31, 2026, were $9.6 million , compared to $9.3 million for the same period of 2025 , an increase of $0.3 million or 3% .

The increase in net sales was primarily driven by the growth in quantity of

UltraMIST ® disposables, which increased by 22% in the t hree months ended March 31, 2026, as compared to the same period of 2025 .

The quantity of UltraMIST ® systems sold decreased by 1% in the t hree months ended March 31, 2026, as compared to the same period of 2025.

Pricing of the UltraMIST ® system and disposables declined in the t hree months ended March 31, 2026, as compared to the same period of 2025;

the average selling price of disposables decreased 6% in the t hree months ended March 31, 2026, and the average selling price of systems decreased 11% in the t hree months ended March 31, 2026.

Revenue from UltraMIST ® totaled 100% of total revenue in the t hree months ended March 31, 2026, and 99% in the same period of 2025 .

Cost of Revenues

Cost of revenues for the t hree months ended September 30, 2025, was $2.5 million , compared to $2.3 million for the same period of 2024 .

Gross profit as a percentage of revenues was 78% for the t hree months ended September 30, 2025, compared to 76% for the same period in 2024 .

This increase in gross margin was largely driven by improved pricing initiatives on our UltraMIST ® systems and applicators as well as a decrease in the cost of systems.

Cost of revenues for the nine months ended September 30, 2025, was $6.7 million , compared to $5.8 million for the same period of 2024 .

Gross profit as a percentage of revenues was 78% for the nine months ended September 30, 2025,

compared to 74% for the same period in 2024 .

This increase in gross margin was largely driven by improved pricing initiatives on our UltraMIST ® systems and applicators.

Cost of revenues for the t hree months ended March 31, 2026, was $2.2 million , compared to $2.0 million for the same period of 2025 .

Gross profit as a percentage of revenues was 77% for the t hree months ended March 31, 2026, compared to 79% for the same period in 2025 .

This decrease in gross margin was largely driven by a decrease in pricing on our UltraMIST ® systems and applicators due to a higher reseller mix.

General and Administrative

General and administrative expenses for the three months ended September 30, 2025, were $4.8 million as compared to $2.5 million for the same period of 2024, an increase of $2.3 million, or 89%.

The increase in the three months ended September 30, 2025, as compared to the same period of 2024, was primarily due to non-cash charges for stock-based compensation totaling $1.2 million, increased headcount expenses of $0.5 million, legal expenses of $0.1 million, and software expenses of $0.1 million.

General and administrative expenses for the nine months ended September 30, 2025, were $13.3 million as compared to $8.1 million for the same period of 2024, an increase of $5.3 million, or 65%.

The increase in the nine months ended September 30, 2025, as compared to the same period of 2024, was primarily due to non-cash charges for stock-based compensation expense totaling $2.9 million, increased headcount expenses of $1.7 million, and public company costs of $0.3 million.

General and administrative expenses for the three months ended March 31, 2026, were $5.3 million as compared to $4.8 million for the same period of 2025, an increase of $0.4 million, or 8%.

The increase in the three months ended March 31, 2026, as compared to the same period of 2025, was primarily due to an increase in payroll and related expenses of $0.4 million, software expenses of $0.2 million, and audit and tax fees of $0.2 million, partially offset by a decrease in Nasdaq listing costs of $0.3 million and regulatory costs of $0.1 million.

Selling and Marketing

Selling and marketing expenses for the t hree months ended September 30, 2025, were $2.1 million as compared to $2.2 million for the same period of 2024 , a decrease of $0.1 million , or 5% .

The year-over-year decrease in sales and marketing expenses in the t hree months ended September 30, 2025, was primarily due to a decrease of $1.0 million in outside commission expense, partially offset by an increase in headcount expenses of $0.8 million.

Selling and marketing expenses for the nine months ended September 30, 2025, were $5.3 million as compared to $4.5 million for the same period of 2024 , an increase of $0.8 million , or 18% .

The year-over-year increase in sales and marketing expenses for the nine months ended September 30, 2025, was primarily due to increased headcount expenses of $2.2 million , partially offset by a decrease in outside commission expense of $1.3 million .

Selling and marketing expenses for the t hree months ended March 31, 2026, were $2.4 million as compared to $1.5 million for the same period of 2025 , an increase of $0.9 million , or 57% .

The year-over-year increase in sales and marketing expenses in the t hree months ended March 31, 2026, was largely driven by increased consulting expenses of $0.5 million and payroll and related expenses of $0.4 million.

Research and Development

Research and development expenses for the three months ended September 30, 2025 were $0.3 million compared to $0.2 million for the three months ended September 30, 2024.

The research and development costs in the t hree months ended September 30, 2025, remained approximately consistent with the costs in the same period of 2024.

Research and development expenses for the nine months ended September 30, 2025 were $0.7 million compared to $0.5 million for the nine months ended September 30, 2024 .

The research and development costs in the nine months ended September 30, 2025, remained approximately consistent with the costs in the same period of 2024.

Total Other Income (Expense)

Other income (expense) consists of the following:

Three Months Ended September 30, Change Nine Months Ended September 30, Change

2025 2024 $ % 2025 2024 $ %

Research and development expenses for the t hree months ended March 31, 2026, were $0.7 million as compared to $0.2 million for the same period of 2025, an increase of $0.5 million.

The year-over-year increase in research and development expenses in the t hree months ended March 31, 2026, was largely driven by consulting expenses of $0.2 million , non-cash charges for stock-based compensation totaling $0.1 million, and software and patents expenses of $0.1 million.

Other Expense, net

Other expense, net consists of the following:

Three Months Ended March 31, Change

(As Restated) $ %

Interest expense $ (546) $ (1,909) $ 1,363 71 %

Change in fair value of derivative liabilities — (4,901) 4,901 100 %

Gain (Loss) on extinguishment of debt (477) - (477) - % (477) 5,205 (5,682) 109 %

Loss on impairment of assets (196) - (196) - % (196) - (196) -%

Other expense (60) (1) (59) (5900 %)

Other income 291 92 199 216 %

Total Other Income (Expense) $ 8,858 $ (22,610) $ 31,468 139 % $ 1,374 $ (21,519) $ 22,893 106 %

Total other income (expense) increased by $31.5 million to other income of $8.9 million for the t hree months ended September 30, 2025, as compared to an expense of $22.6 million for the same period of 2024 .

The increase was primarily driven by the change in fair value of derivative liabilities of $24.9 million and other income of $5.2 million.

The change in fair value of derivative liability relates to the valuation of warrants previously issued by the Company.

Total other income (expense) increased by $22.9 million to other income of $1.4 million for the nine months ended September 30, 2025, as compared to other expense of $21.5 million for the same period of 2024 .

The increase was primarily driven by the change in fair value of derivative liabilities of $19.8 million, interest expense of $5.6 million, and other income of $2.5 million, partially offset by the gain on extinguishment of debt of $5.7 million.

The change in fair value of derivative liability relates to the valuation of warrants previously issued by the Company.

Other income for the nine months ended September 30, 2025 mainly consists of the one-time payment of $5.0 million related to the patent purchase agreement as described in Note 15 of our condensed consolidated financial statements for the period.

Other income for the nine months ended September 30, 2024 mainly consists of the one-time payment of $2.5 million related to the Patent License agreement as described in Note 15 of our condensed consolidated financial statements for the period.

Other expense, net $ (315) $ (6,719) $ 6,404 95 %

Other expense, net totaled $0.3 million for the t hree months ended March 31, 2026, as compared to $6.7 million for the same period of 2025 , a decrease of $6.4 million .

The decrease was primarily driven by the change in the fair value of derivative liabilities of $4.9 million and decreased interest expense of $1.4 million .

The change in fair value of derivative liabilities relates to valuation of warrants previously issued by the Company;

these warrants expired during 2025.

The reduction in interest expense reflects the September 2025 repayment of our Prior Debt and the closing of our Term Loan

under the JPM Credit Agreement, which carries a lower interest rate, as described in Note 8 to the condensed consolidated financial statements.

Liquidity and Capital Resources

From inception through the year ended December 31, 2023, we incurred losses from operations each year.

As of September 30, 2025, we had an accumulated deficit of $245.7 million .

From inception through the year ended December 31, 2024, we incurred losses from operations each year, before achieving net income for the year ended December 31, 2025.

As of March 31, 2026, we had an accumulated deficit of $244.1 million .

Historically, our operations have primarily been funded from the sale of capital stock, issuances of notes payable, and convertible debt securities.

We have incurred recurring net losses in prior years, currently have a significant accumulated deficit, and have experienced negative working capital.

Previously, the scheduled maturity of the Senior Secured Note (as defined in Note 7) in September 2025 raised substantial doubt about our ability to continue as a going concern for a period of 12 months from the filing of the prior Form 10-Q.

However, as described in Note 7 of our condensed consolidated financial statements for the period , we successfully refinanced our outstanding debt during the three months ended September 30, 2025.

The refinancing extended the maturity of our debt and provided the option for additional liquidity to support ongoing operations through the s ecured revolving credit facility .

In addition, the operating income achieved in the current year, the receipt of $5 million from the patent purchase agreement, and the capital raised from a private placement in October 2024 have all contributed to a significant improvement in our financial position.

As discussed in Note 2, management has evaluated our ability to continue as a going concern in light of these developments.

Based on the successful refinancing and other recent initiatives, management believes the Company has

sufficient resources to meet its obligations as they become due and to continue as a going concern for at least the next 12 months.

During the third quarter of 2025, we entered into the JPM Credit Agreement, which provided a $23.0 million Term Loan and a $5.0 million Revolver, the proceeds of which were used to repay and terminate the Prior Debt, as described in Note 8 to the condensed consolidated financial statements.

The JPM Credit Agreement extended the maturity of our debt obligations and provided additional liquidity through the Revolver.

Together with the positive cash flow from operations generated in 2025 and the $5.0 million received in connection with the patent purchase agreement described in Note 14 of the condensed consolidated financial statements, these actions strengthened our liquidity position and capital structure.

As of March 31, 2026, we had cash and cash equivalents of $10.8 million , $20.1 million outstanding under our Term Loan, and $0.7 million drawn under our Revolver.

We were in compliance with all financial and other covenants under the JPM Credit Agreement as of March 31, 2026.

Based on our current cash position, anticipated cash flows from operations, and availability under our Revolver, we believe we will have sufficient resources to meet our working capital needs, capital expenditures, and debt service obligations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements.

We continue to monitor our financial position, liquidity, and compliance with debt covenants on an ongoing basis.

Management remains focused on maintaining the Company’s improved financial position and operational momentum.

While we continue to monitor our liquidity and capital resources closely, we believe that the successful refinancing of our debt, as described in Note 7, together with our recent operating income and capital initiatives, have significantly strengthened our ability to meet our obligations as they come due.

As discussed in Note 2, these actions have alleviated the substantial doubt about our ability to continue as a going concern.

We will continue to evaluate opportunities to further enhance our capital structure and support our growth strategy.

Although we cannot predict all future events or guarantee that unforeseen circumstances will not arise, we are confident that the steps taken to date position the Company well to support ongoing operations and execute on our strategic objectives.

We intend to continue to evaluate opportunities to further enhance our capital structure and support our growth strategy.

The following table presents summarized cash flow information:

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

Cash flows provided by operating activities $ 557 $ 1,714

Cash flows provided by (used in) investing activities $ 3,154 $ (254)

(As Restated)

Cash flows provided by (used in) operating activities $ 397 $ (1,517)

Cash flows used in investing activities $ (158) $ (162)

Cash flows used in financing activities $ (1,419) $ (57)

Cash provided by operating activities for the nine months ended September 30, 2025, totaled $0.6 million and consisted primarily of net income of $5.7 million and an increase in net operating assets of $5.1 million, partially offset by non-cash charges of $3.5 million related to stock-based compensation expense, $2.2 million related to a change in the fair value of derivative liabilities, and $1.4 million related to amortization of debt issuance and debt discounts.

Net operating assets consisted primarily of inventory, accrued expenses, prepaid expenses and accounts receivable to support the growth of our operations.

Cash provided by operating activities for the nine months ended September 30, 2024 totaled $1.7 million and consisted primarily of a net loss of $18.6 million and a gain of extinguishment of debt of $5.2 million, partially offset by non-cash charges of $17.6 million related to a change in the fair value of derivative liabilities and $4.8 million related to amortization of debt issuance and debt discounts, as well as the receipt of $2.5 million related to the Patent License, as further discussed in Note 15 to the condensed consolidated financial statements.

Cash provided by investing activities for the nine months ended September 30, 2025, totaled $3.2 million and consisted primarily of proceeds from the patent purchase agreement of $5.0 million partially offset by purchases of property and equipment of $1.8 million, of which $0.9 million was related to leasehold improvements at our new headquarters and $0.7 million was related to purchases of property and equipment related to manufacturing equipment.

Cash used in investing activities for the nine months ended September 30, 2024 , totaled $0.3 million and primarily consisted of purchases of property and equipment related to manufacturing equipment.

Cash used in financing activities for the nine months ended September 30, 2025, totaled $4.3 million and consisted primarily of paying off the Existing Debt as described in Note 7 to the condensed consolidated financial statements and offset by the proceeds of the secured term loan and secured revolving credit facility as also described in Note 7 to the condensed consolidated financial statements.

Cash used in financing activities for the nine months ended September 30, 2024 , totaled $0.1 million and consisted primarily of payment of a note payable and offset by proceeds from a note payable.

Critical Accounting Estimates

We have used various accounting policies to prepare the condensed consolidated financial statements in accordance with U.S.

Our significant accounting policies are disclosed in Note 3 to the consolidated financial statements in Part II Item 8.

“Financial Statements and Supplementary Data” in our 2024 Annual Report on Form 10-K filed with the SEC on March 20, 2025.

The preparation of the condensed consolidated financial statements, in conformity with U.S.

GAAP, requires us to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.

These estimates reflect our best judgment about economic and market conditions and the potential effects on the

valuation and/or carrying value of assets and liabilities based upon relevant information available.

We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Cash Flows from Operating Activities

Cash provided by operating activities for the three months ended March 31, 2026 totaled $0.4 million, an improvement of $1.9 million compared to cash used in operating activities of $1.5 million for the three months ended March 31, 2025 .

The improvement was primarily driven by a $4.7 million reduction in net loss, from $6.1 million in the prior year period to $1.4 million in the current year period, reflecting continued revenue growth and operational improvements.

Significant non-cash adjustments in the current year period included stock-based compensation of $1.6 million and depreciation and amortization of $0.3 million.

The prior year period included a $4.9 million non-cash loss on the change in fair value of derivative liabilities, which did not recur in the current year period as the related warrants expired during 2025.

Working capital changes in the current year period reflected a $0.6 million increase in accounts receivable from higher revenue activity, while inventory remained relatively flat compared to a $1.3 million build in the prior year period.

Cash Flows from Investing Activities

Cash used in investing activities for the three months ended March 31, 2026 totaled $0.2 million, consisting of $23 thousand in purchases of property and equipment, $66 thousand in deposits on property and equipment, and $69 thousand in investment in software development.

Cash used in investing activities for the three months ended March 31, 2025 totaled $0.2 million, consisting entirely of purchases of property and equipment.

Cash Flows from Financing Activities

Cash used in financing activities for the three months ended March 31, 2026 totaled $1.4 million, consisting primarily of $1.4 million in scheduled quarterly principal payments on the Term Loan under the JPM Credit Agreement, partially offset by $19 thousand in proceeds from stock option exercises.

Cash used in financing activities for the three months ended

March 31, 2025 totaled $57 thousand, consisting entirely of principal payments on finance leases.

The increase in financing cash outflows reflects the transition from our prior non-amortizing Senior Secured Debt to the Term Loan, which requires quarterly principal payments that commenced on December 31, 2025.

Segment and Geographic Information

We have determined that we have one operating segment.

We have determined that we have one reportable segment.

Our revenues are generated from sales primarily in the United States.

All significant expenses are generated in the United States and all significant assets are in the United States.

For further information on the Company's operating segment, refer to Note 17 to the condensed consolidated financial statements.

For further information on the Company's reportable segment, refer to Note 16 to the condensed consolidated financial statements.

Effects of Inflation

Our assets are, to an extent, liquid in nature, so they are not significantly affected by inflation.

However, the rate of inflation, which remains elevated, affects expenses such as employee compensation, office space leasing costs and research and development charges, which may not be readily recoverable.

The rate of inflation, which remains elevated, affects expenses such as employee compensation, office space leasing costs, and research and development charges, which may not be readily recoverable.

To the extent inflation results in rising interest rates and has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations.

2 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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis