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Item 1. Business

2025-03-31 compared with 2024-03-06 · 247 added, 230 removed, 485 unchanged (50% of the section changed)

26 unchanged sentences

We have broad discretion in selecting a business strategy for the Company.

If we elect to pursue an acquisition, while we intend to focus on Infrastructure, Life Science and Spectrum, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.

If we elect to pursue an acquisition, while we intend to focus on Infrastructure, Life Sciences and Spectrum, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.

In connection with evaluating these strategic and business alternatives, we may at any time be engaged in ongoing discussions with respect to possible acquisitions, business combinations and debt or equity securities offerings of widely varying sizes.

There can be no assurance that any of these discussions will result in a definitive agreement and, if they do, what the terms or timing of any agreement would be.

Our strategic process includes a continual evaluation of our existing businesses which may include a sale of businesses or operating segments.

We consider many factors as we go through our evaluation, which include, but are not limited to, market factors and opportunity, growth prospects and internal needs.

Our strategic process includes a continual evaluation of our existing businesses which may include a sale or recapitalization of businesses or operating segments.

We consider many factors as we go through our evaluation, which include, but are not limited to, market factors and opportunities, growth prospects and internal needs.

In connection with evaluating these strategic and business alternatives, we may at any time be engaged in ongoing discussions with respect to possible dispositions, mergers and public offerings of widely varying sizes.

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Competitive conditions affecting our operating businesses are described in the discussions below.

Human Capital

As of December 31, 2024, we had 3,135 full-time employees and 26 part-time employees, including the employees of our operating businesses as described in more detail below.

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These companies provide services to their clients including design-assist, modularization, fabrication and erection of structural steel, heavy steel plate, trusses and girders, heavy equipment installation, as well as facility services for maintenance and shutdowns.

The companies enable best delivery of preconstruction, construction and operations services by leveraging the capabilities of the DBM Vircon (“Vircon”) business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services.

The companies enable best delivery of pre-construction, construction and operations services by leveraging the capabilities of the DBM Vircon business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services.

In addition, through its Aitken business ("Aitken"), DBMG manufactures pressure vessels, strainers, filters, separators and a variety of customized products.

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Headquartered in Phoenix, Arizona, DBMG has domestic operations in Alabama, Arizona, California, Florida, Georgia, Kansas, Kentucky, New Jersey, New York, Oregon, South Carolina, Texas, Utah, Virginia, and Washington with construction projects primarily located in the aforementioned states.

In addition, DBMG has international operations in Australia, Canada, India, New Zealand, the Philippines, Thailand, and the United Kingdom.

In addition, DBMG has international operations in Australia, Canada, India, New Zealand, the Philippines, and the United Kingdom.

DBMG’s results of operations are affected primarily by (i) the level of commercial, industrial and infrastructure construction as well as the need for mechanical and maintenance services in its principal markets;

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DBMG pursues this objective with a strategy comprised of the following components:

• Pursue Large, Value-Added Design-Build Projects:

DBMG’s unique ability to offer design-build services, a full range of steel construction services and project management capabilities makes it a preferred partner for complex, design-build construction projects in the geographic regions it serves.

• Pursue Large, Value-Added Projects:

DBMG’s unique ability to offer a full range of steel construction services and project management capabilities makes it a preferred partner for complex construction projects in the geographic regions it serves.

This capability often enables DBMG to bid against fewer competitors in a less traditional, more negotiated selection process on these kinds of projects, thereby offering the potential for higher margins while providing overall cost savings and project flexibility and efficiencies to its customers;

• Expand and Diversify Revenue Base:

DBMG is seeking to expand and diversify its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.

DBMG seeks to expand and diversify its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.

DBMG also intends to continue to grow its operations by targeting projects that carry higher margins and less risk of large margin fluctuations.

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• Emphasize Innovative Services :

DBMG focuses its building information modeling ("BIM"), digital engineering, design-build, engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.

DBMG focuses its building information modeling ("BIM"), digital engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.

DBMG has extensive experience in providing services requiring complex BIM modeling, detailing, fabrication and erection techniques and other unusual project needs, such as BIM coordination, specialized transportation, steel treatment or specialty coating applications, piping, machinery rigging and setting, deep foundations, and specialty welding.

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DBMG consists of five business units spread across diverse markets:

Schuff Steel Company (steel fabrication and erection), Banker Steel (steel fabrication and erection), DBM Vircon (steel detailing, rebar detailing, bridge detailing, BIM modeling services and BIM management services), the Aitken product line (manufacturing of equipment for the oil and gas industry), and GrayWolf (industrial multi-discipline construction, modularization, steel fabrication and erection, specialty facility maintenance, repair, and installation services, as well as management of smaller structural steel projects, leveraging subcontractors).

Schuff Steel Company ("SSC") (steel fabrication and erection), Banker Steel (steel fabrication and erection), DBM Vircon (steel detailing, rebar detailing, bridge detailing, BIM modeling services and BIM management services), the Aitken product line (manufacturing of equipment for the oil and gas industry), and GrayWolf (industrial multi-discipline construction, modularization, steel fabrication and erection, specialty facility maintenance, repair, and installation services, as well as management of smaller structural steel projects, leveraging subcontractors).

For the year ended December 31, 2024, revenues were as follows (in millions):

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Total $ 1,071.6 100.0 %

The majority of DBMG's business is in North America, but DBM Vircon provides detailing services on five continents, and SSC provides fabricated steel to Canada and other select countries.

The majority of DBMG's business is in North America, but DBM Vircon provides detailing services on five continents.

In 2024, DBMG's two largest customers represented approximately 25.5% of DBMG's revenues.

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DBMG believes it has benefited from being one of the largest players in a market that is highly fragmented across many small firms.

DBMG achieves a highly efficient and cost-effective construction process by focusing on collaborating with all project participants and utilizing its extensive digital engineering, design-build and design-assist capabilities with its clients.

Additionally, DBMG has in-house fabrication, erection, and multi-discipline industrial construction capabilities combined with access to a network of subcontractors for smaller projects in order to provide high-quality solutions for its customers.

DBMG offers a range of services across a broad geography through its 14 fabrication shops in the United States and 32 sales and management facilities located in the United States, Australia, Canada, India, New Zealand, the Philippines, and the UK.

DBMG offers a range of services across a broad geography through its 13 fabrication shops in the United States in 2024 and 33 sales and management facilities located in the United States, Australia, Canada, India, New Zealand, the Philippines, and the UK.

DBMG operates with minimal bonding requirements, with a balance of 19.2% of DBMG's total backlog of $957.2 million as of December 31, 2024, and bonding is reduced as projects are billed rather than upon completion.

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These services fall into six distinct groups:

design-assist/design-build, pre-construction design and budgeting, steel management, fabrication, erection, and BIM:

• Design-Assist/Design-Build:

design-assist, pre-construction design and budgeting, steel management, fabrication, erection, and BIM:

• Design-Assist:

Using the latest technology and BIM, SSC works to provide clients with cost-effective steel designs.

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These services fall into four distinct groups:

design-assist/design-build, pre-construction design and budgeting, fabrication, and erection:

• Desi gn-Assist/ Design-Build :

design-assist, pre-construction design and budgeting, fabrication, and erection:

• Desi gn-Assist:

Using the latest technology, Banker Steel helps developers plan, schedule, model and price projects from start to finish resulting in cost-effective steel designs;

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• Fabrication:

Through its five fabrication shops in Florida, New Jersey, South Carolina and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 189,000 tons with approximately 584,000 square feet of space;

Through its four fabrication shops in Florida, New Jersey, and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 159,000 tons with approximately 447,000 square feet of space;

typically focusing on complex, non-commoditized jobs with intensive fabrication requirements;

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GrayWolf offers multi-discipline construction services to manufacturing, power, petrochemical, refining, data center, oil and gas and other industrial markets.

Its services including modularization, plant maintenance, specialty welding, equipment rigging and setting, and mechanical and electrical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level;

Its services include providing modularization, plant maintenance, specialty welding, equipment rigging and setting, and mechanical and electrical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level;

• Specialty construction solutions for processing markets:

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• Bridge Steel Detailing:

Utilizing industry leading technologies, DBM Vircon, through its wholly owned subsidiary, Candraft Detailing, provides steel detailing services for bridges which include:

Utilizing industry leading technologies, DBM Vircon, through its wholly-owned subsidiary, Candraft VSI, provides steel detailing services for bridges which include:

shop drawings, erection plans, anchor bolt drawings, connection sketches, DSTV files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping.

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While DBMG believes that it maintains a competitive advantage with respect to many of these factors, failure to continue to do so or to meet other competitive challenges could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.

As of December 31, 2023, DBMG employed 3,884 full-time and 73 part-time (1,033 salaried and 2,924 hourly) people across the globe, including the U.S., Canada, Australia, New Zealand, India, the Philippines, the UK and Mexico.

Human Capital

As of December 31, 2024, DBMG's workforce was comprised of 3,065 full-time and 23 part-time employees and hired 83 contractors and consultants across the globe, including the U.S., Canada, Australia, New Zealand, India, the Philippines, the UK, and Mexico.

The number of persons DBMG employs on an hourly basis fluctuates directly in relation to the amount of business DBMG performs.

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Life Sciences Segment (Pansend Life Sciences, LLC)

Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend").

Pansend maintains controlling interests of approximately 80.0 % in Genovel Orthopedics, Inc.

("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee and approximately 56.6 % in R2 Technologies, Inc.

("R2"), which develops aesthetic and medical technologies for the skin.

Pansend also invests in other early stage or developmental stage healthcare companies including an approximate 46.2 % interest in MediBeacon Inc.

("MediBeacon"), an approximate 1.9 % interest in Triple Ring Technologies, Inc.

("Triple Ring"), and an approximate 20.1 % interest in Scaled Cell Solutions, Inc.

Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend") which maintains a controlling interest of 80.0% in Genovel Orthopedics, Inc.

("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee, and also has a controlling interest of 81.4% in R2 Technologies, Inc.

("R2 Technologies"), which develops aesthetic and medical technologies for the skin.

Pansend also invests in other early stage or developmental stage healthcare companies including a 45.9% interest in MediBeacon Inc.

("MediBeacon"), a 1.6% fully diluted interest in Triple Ring Technologies, Inc.

("Triple Ring"), and a 20.1% interest in Scaled Cell Solutions, Inc.

("Scaled Cell").

R2 Technologies, Inc.

R2 develops and commercializes breakthrough aesthetic medical and non-medical devices in the aesthetic dermatology market.

Founded in 2014 by Pansend and Blossom Innovations, LLC, R2 exclusively licenses intellectual property developed at Massachusetts General Hospital and Harvard Medical School.

R2 Technologies develops and commercializes breakthrough aesthetic medical and non-medical devices in the aesthetic dermatology market.

Headquartered in Silicon Valley, R2 Technologies is the world leader in CryoAesthetics™ medical devices.

R2 Technologies' Glacial® platform for precision contact cooling of the skin has been shown to reduce inflammation and also brighten dark spots.

Skin lightening and brightening is a large and fast-growing segment of aesthetic dermatology.

Current lightening products and/or procedures may be ineffective, unpredictable or even harmful, and patients often must compensate for lack of efficacy by using makeup or concealers.

R2 has developed breakthrough CryoAesthetic technologies that uniquely deliver treatments that provide patients skin lightening, brightening, skin tone evening and reduction or elimination of hyperpigmentation and inflammation.

R2 Technologies developed the breakthrough CryoAesthetics™ technologies that uniquely deliver treatments that provide skin lightening, brightening, skin tone evening and reduction or elimination of hyperpigmentation and inflammation.

R2’s patented CryoModulation technology uses controlled cooling to suppress melanin, inflammation and discomfort by precisely controlling time and temperature to deliver an effective treatment with little social downtime.

In 2019, R2 closed on its Series B Preferred Stock financing round with its strategic partner, Huadong Medicine Company, Ltd., (“Huadong”).

In connection with a $30 million investment to be made by Huadong in installments based on pre-determined milestones, R2 entered into a distribution agreement with Huadong under which R2 granted Huadong exclusive rights to distribute all of R2's products in the Asia-Pacific region, and R2 is entitled to receive a share of Huadong's net sales from such products.

R2 received the final installment of the $30 million investment from Huadong on February 3, 2021.

In 2021, Pansend invested $15 million in R2's Series C Preferred Stock at a post-money valuation of $150 million for R2.

R2 currently has four products in various stages of commercialization and development:

Founded in 2014 by Pansend and Blossom Innovations, LLC, R2 Technologies exclusively licenses intellectual property developed at Massachusetts General Hospital ("MGH") and Harvard Medical School.

In 2019, R2 Technologies brought on its strategic partner, Huadong Medicine Company, Ltd., (“Huadong”).

In connection with Huadong's investment, R2 Technologies entered into a distribution agreement with Huadong under which R2 Technologies granted Huadong exclusive rights to distribute all of R2 Technologies' products in the Asia-Pacific region, and R2 Technologies is entitled to receive a share of Huadong's net sales from such products.

On June 20, 2024, Pansend closed on a new Series D Preferred Stock ("Series D") investment in R2.

As part of the transaction, R2 Technologies converted its intercompany notes and accrued interest with Pansend, together with an additional cash investment from Pansend, into new Series D convertible participating preferred stock, for a total new additional investment of $21.3 million, increasing Pansend's total cumulative investment in R2 Technologies to $64.5 million, which increased Pansend's ownership in R2 Technologies to 81.4% immediately post-transaction as compared to 56.8% prior to the transaction.

The transaction was eliminated on consolidation.

R2 Technologies currently has four products in various stages of commercialization and development:

Glacial Rx – Launched in the first quarter of 2021 in the United States after receiving U.S.

Food and Drug Administration (“FDA”) clearance for use in dermatologic procedures for the removal of benign lesions of the skin and for use when cooling is intended for the temporary reduction of pain, swelling, inflammation, and hematoma from minor surgical procedures.

When used with R2 Dermabrasion Tips, the intended use includes general dermabrasion, scar revision, acne scar revision and tattoo removal.

When used with R2 Technologies' Dermabrasion Tips, the intended use includes general dermabrasion, scar revision, acne scar revision and tattoo removal.

The Glacial Rx system effectively and comfortably addresses these conditions, leaving the skin with a smoother and brighter appearance with little downtime for the patient.

The Glacial Rx system is sold into medical practices and is operated by trained healthcare professionals.

Glacial Spa – Launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin.

The Glacial Spa system will be sold by Huadong’s existing sales force to spas and is intended to be operated by a trained aesthetician.

The Glacial Spa system is being sold by Huadong’s existing sales force to spas.

This product launched in the United States and Canada in 2023, marketed as Glacial fx.

See below for more details on Glacial fx.

Glacial fx – Launched in the third quarter of 2023 in the United States and Canada, the Glacial fx is intended to brighten, calm, and stimulate healthy, youthful skin through its intelligent precision cooling technology.

The Glacial fx system expands R2’s North America market into all practice types, including nonmedical and retail chains, and is intended to be operated by a trained aesthetician.

The Glacial fx system has expanded R2’s North America market into all practice types, including nonmedical and retail chains, and is intended to be operated by a trained aesthetician.

Glacial AI – Currently undergoing research and development, the Glacial AI is an autonomous, robotic cooling device focused on whole-body skin lightening and brightening.

Sales and Distribution

In North America, R2 utilizes a direct sales force to sell Glacial Rx and Glacial fx.

As of December 31, 2023, R2 had a North American sales force of 18 employees, total full-time employees of 36 and 4 part-time employees.

In international markets, R2 sells both Glacial Rx and Glacial Spa through distributors.

In the United States and Canada, R2 Technologies utilizes a direct sales force to sell Glacial Rx and Glacial fx.

As of December 31, 2024, R2 Technologies had a sales force in the United States and Canada of 28 employees, total full-time employees of 42 and 2 part-time employees.

In international markets, R2 Technologies sells Glacial Rx, Glacial fx and Glacial Spa through distributors.

Currently, R2 Technologies has contracts with distributors to sell these products into the following countries:

Mexico, United Arab Emirates, Saudi Arabia, Bahrain, Qatar, Australia, Hong Kong, Singapore, Vietnam, China, United Kingdom, France, Kuwait, and India.

Seasonality and Quarterly Results

Our business is subject to moderate seasonal fluctuations.

We typically experience the highest revenues and operating income in the fiscal fourth quarter and lowest revenues and operating income in the first fiscal quarter.

As our business outside of the United States grows, seasonal fluctuations may smooth out.

As a result, results for any interim period are not necessarily indicative of the results that may be achieved for the full fiscal year.

The medical technology and aesthetic product markets are highly competitive and dynamic and are characterized by rapid and substantial technological development and product innovations.

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EN ISO 13485:2016 Medical Devices - Quality Management Systems - Requirements for regulatory purposes and Medical Device Single Audit Program (US and Canada).

In November 2023, we were audited by our Certification Body, SGS, and there were no findings or observations.

In November 2024, we successfully completed a re-certification audit by our Certification Body, Société Générale de Surveillance ("SGS").

Sources of Raw Materials and Suppliers

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Our intellectual property portfolio for our CryoModulation technology was built through the combination of licensing patents from third parties and the issuance of new patents to us as the result of our ongoing development activities.

Many of our issued and pending patents were exclusively licensed from General Hospital Corporation, which owns and operates the Massachusetts General Hospital ("MGH") and generally relate to our core technology.

Many of our issued and pending patents were exclusively licensed from General Hospital Corporation, which owns and operates the MGH and generally relate to our core technology.

In general, patents have a term of 20 years from the application filing date or earliest claimed priority date.

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Patent License Agreement

On December 8, 2014, the Company entered into a Patent License Agreement with MGH, whereby R2 may use certain licensor assets and patent rights for the commercial development, manufacturing, distribution and use in products and processes.

On December 8, 2014, the Company entered into a Patent License Agreement with MGH, whereby R2 Technologies may use certain licensor assets and patent rights for the commercial development, manufacturing, distribution and use in products and processes.

The agreement, as amended, calls for royalties to be paid at 8% of net sales of all products and processes with minimum guarantees.

Annual minimum royalty payment commitments are as follows:

$75,000 on the first anniversary, $100,000 on the second anniversary, $150,000 on the third anniversary, and $200,000 on the fourth anniversary of the effective date that occurs following the first commercial sale, and each subsequent anniversary of the effective date thereafter through the term.

In addition, the agreement provides for R2 to pay a milestone payment of $1,000,000 within sixty days of the earliest:

(i) first commercial sale, (ii) first regulatory approval allowing sale or marketing of a product or process in any country, (iii) the first marketing of a product or process in any country.

As of December 31, 2023, we have completed all milestones associated with the license agreement with MGH and have made all required license fee and milestone payments to MGH described above.

All milestones associated with the license agreement with MGH were completed in prior years and we made all required license fee and milestone payments to MGH in accordance with the Patent License Agreement, as amended.

We continue to pay the royalty on net sales as required by the agreement and currently have no additional obligations to MGH resulting from any sublicensing agreement.

MediBeacon, Inc.

MediBeacon is developing a system that is intended to enable real-time monitoring and evaluation of kidney function.

The Transdermal GFR Measurement System (“TGFR”) or kidney function measurement system is designed to allow non-invasive detection of the change in patient levels of a fluorescent kidney function tracer agent over time via a sensor placed on the patient’s skin.

Better tools for the management of kidney patients are needed.

This is one of the reasons FDA granted the TGFR a Breakthrough Device Designation in recognition that the technology has the potential to provide for more effective patient management.

Chronic kidney disease is estimated to affect approximately 850 million people worldwide.

MediBeacon’s TGFR uses a highly engineered transdermal skin sensor combined with Lumitrace (relmapirazin), a novel fluorescent tracer agent that glows in the presence of light.

The TGFR is designed to be the first system to enable real-time, monitoring of kidney function at the point-of-care.

MediBeacon is a medical technology company specializing in the advances of fluorescent tracer agents and transdermal measurement.

MediBeacon has developed a system that enables point of care assessment monitoring of kidney function.

The Transdermal GFR System (“TGFR”) is comprised of the TGFR Sensor, TGFR Monitor, and Lumitrace (relmapirazin), which, together, allow assessment of the kidney function by measuring the clearance rate of the fluorescent agent as it leaves the body.

The system records Lumitrace fluorescence intensity transdermally as a function of time via a sensor placed on the skin.

The TGFR Sensor records 2.5 fluorescent readings per second, and the TGFR Monitor will display the average session TGFR reading at the patient's bedside or in the outpatient setting.

On October 22, 2018, the FDA granted Breakthrough Device designation to the TGFR for the measurement of Glomerular Filtration Rate (“GFR”) in patients with impaired or normal kidney function.

The FDA granted the TGFR a Breakthrough Device Designation because better tools are needed for the management of kidney patients, and this technology has the potential to provide for more effective patient management.

Chronic kidney disease is estimated to affect more than 800 million people worldwide and is a leading cause of mortality worldwide.

Under the Breakthrough Device program, the FDA works with companies to expedite regulatory review in order to give patients more timely access to innovative diagnostic and therapeutic technologies.

MediBeacon completed its U.S.

phase 3 TGFR Pivotal Study in the first quarter of 2023 and during the second quarter of 2023, submitted the results of the study to the FDA.

The FDA has informed MediBeacon that, as part of the evaluation process for a breakthrough device, the TGFR will be presented at a “first of kind” FDA advisory committee meeting.

Advisory committees provide independent expert advice to the FDA on broad scientific topics or on certain products to help the agency make sound decisions based on the available science.

Advisory committees make non-binding recommendations to the FDA, which generally follows the recommendations but is not legally bound to do so.

In 2019, MediBeacon closed its Series B financing round with its strategic partner, Huadong.

In connection with a $30 million staggered investment by Huadong, MediBeacon entered into an exclusive distribution agreement with Huadong, under which MediBeacon granted Huadong the exclusive rights to distribute all of MediBeacon’s products in Greater China, and MediBeacon will receive royalty payments on net sales of the TGFR system.

Under this agreement, Huadong is also responsible for funding clinical trials, commercial and regulatory activities relating to the TGFR system in 25 countries in the Asia-Pacific region, including Greater China.

MediBeacon received the first $15 million tranche during 2019 at a pre-money valuation of approximately $300 million.

In 2020, Huadong amended their agreements to provide for Huadong to prepay, at a minimum, $20 million of future China royalties to fund registration of the TGFR system as a Class 1 device in China, allowing it to immediately enter the Chinese hospital system.

As of December 31, 2023, approximately $26.3 million had been received.

On November 2022, MediBeacon and Huadong amended their existing agreements for Huadong to provide approximately $10 million in additional funding to MediBeacon including, at minimum, an additional $2.5 million in prepayment of future China royalties to accelerate other pre-commercialization activities.

On February 23, 2023, pursuant to its amended commercial partnership with Huadong, MediBeacon issued $ 7.5 million of its preferred stock to Huadong at a pre-money valuation of approximately $400 million in exchange for additional shares of preferred stock, accelerating 50% of the remaining $15 million milestone investment due upon FDA approval of MediBeacon's TGFR.

phase 3 TGFR Pivotal Study in the first quarter of 2023 and during the second quarter of 2023, submitted the results of the study to the FDA, and the results were published in April 2024 on the National Institutes of Health ("NIH") clinical studies website.

On January 17, 2025, it was announced that the FDA had approved MediBeacon’s TGFR for the assessment of kidney function in patients with normal or impaired renal function.

The TGFR is validated for use in the assessment of Glomerular Filtration Rate (GFR) in patients with stable kidney function at the point of care.

The TGFR utilizes an intravenous Lumitrace injection but does not require blood draws or urine analysis, unlike current methodologies requiring multiple blood draws or urine samples.

In addition, current clinical practice measured GFR (mGFR) assessment requires sophisticated clinical laboratory analysis away from the patient’s point of care.

MediBeacon fluorescent tracer agent-based monitoring systems hold promise in a range of potential medical applications, including:

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◦ Ocular angiography, which has the potential to diagnose and monitor vasculature leakage in the eye, a key factor in diagnosing and monitoring various diseases, including macular degeneration, diabetic retinopathy and retinal vasculitis while avoiding current potential clinical side effects such as allergic reactions, nausea and vomiting.

MediBeacon was the recipient of a Small Business Innovation Research grant supported by the National Eye Institute of the National Institutes of Health (NIH).

MediBeacon was the recipient of a Small Business Innovation Research grant supported by the National Eye Institute of the NIH.

MediBeacon is pursuing research into the use of Lumitrace to visualize vasculature in the eye.

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Research in this area is underway.

In 2015, Pansend Life Sciences became the largest equity investor in MediBeacon.

In 2019, MediBeacon entered into a $30 million investment and exclusive commercialization partnership in Greater China with Huadong, under which MediBeacon granted Huadong the exclusive rights to distribute all of MediBeacon’s products in Greater China, and MediBeacon will receive royalty payments on net sales of the TGFR system.

MediBeacon received the first $15 million tranche during 2019 at a pre-money valuation of approximately $300 million.

As of December 31, 2024, approximately $29.9 million had been received by MediBeacon.

In November 2022, MediBeacon and Huadong amended their existing agreements for Huadong to provide approximately $10 million in additional funding to MediBeacon including, at a minimum, an additional $2.5 million in prepayment of future China royalties to accelerate other pre-commercialization activities.

On February 23, 2023, pursuant to its amended commercial partnership with Huadong, MediBeacon issued $7.5 million of its preferred stock to Huadong, accelerating 50% of the remaining $15 million cash milestone investment due upon FDA approval of MediBeacon's TGFR.

Subsequent to year end, in January 2025, upon FDA approval, pursuant to the terms of MediBeacon's convertible notes, Pansend's convertible notes and the related accrued interest together totaling $12.9 million were converted into Series 3 Preferred Stock.

In addition, pursuant to its amended commercial partnership with Huadong and, as a result of FDA approval, a $7.5 million investment in its preferred stock by Huadong was in the process of closing at a pre-money valuation of approximately $420 million.

Once completed, this will decrease Pansend's ownership in MediBeacon from approximately 45.9% prior to the transaction to approximately 44.7% subsequent to the transaction.

On a fully diluted basis, Pansend's ownership in MediBeacon will decrease from 40.1% to 39.7%.

Genovel Orthopedics, Inc.

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Scaled Cell Solutions, Inc.

is an immunotherapy company developing a novel autologous cell therapy system to potentially improve current CAR-T treatments.

Scaled Cell is an immunotherapy company developing a novel autologous cell therapy system to potentially improve current chimeric antigen receptor T-cell ("CAR-T") treatments.

Spectrum Segment (HC2 Broadcasting Holdings Inc.)

HC2 Broadcasting Holdings Inc., ("HC2B" and together with its subsidiaries, "Broadcasting"), a majority-owned subsidiary of INNOVATE, is an owner and operator of broadcast TV stations throughout the U.S.

and an avenue for high-end content providers to deliver their product OTA to more homes and, ultimately, mobile devices.

HC2 Broadcasting Holdings Inc., ("HC2B" and together with its subsidiaries, "Broadcasting"), a majority-owned subsidiary of INNOVATE, is an owner and operator of broadcast television ("TV") stations throughout the U.S.

and an avenue for high-end content providers to deliver their product over-the-air ("OTA") to more homes and, ultimately, mobile devices, including through fifth-generation mobile network ("5G") channels, the technology of which is currently being explored.

Broadcasting’s stations are interconnected to an internet protocol network backbone, which allows Broadcasting to monitor and operate the stations remotely, resulting in significant cost efficiencies.

As of December 31, 2024, Broadcasting operated 256 stations, including three Full-Power stations, 53 Class A stations and 200 Low Power Television ("LPTV") stations.

Broadcasting stations are collectively able to broadcast approximately 1,700 sub-channels and reach 106 markets in the U.S., plus Puerto Rico, including 34 of the top 35 markets.

Broadcasting stations are collectively able to broadcast approximately 1,700 sub-channels and reach 113 markets in the U.S., and Puerto Rico, including 34 of the top 35 markets.

Broadcasting has approximately 100 stations concentrated in the top 35 markets.

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Station Service

New York, NY 1 WKOB-LD LPTV Station

W02CY-D LPTV Station

New York, NY 1 W02CY-D LPTV Station

WKOB-LD LPTV Station

Los Angeles, CA 2 KHIZ-LD LPTV Station

KSKJ-CD Class A Station

Chicago, IL 3 WPVN-CD Class A Station

W31EZ-D LPTV Station

Philadelphia, PA 4 WDUM-LD LPTV Station

WZPA-LD LPTV Station

W25FG-D LPTV Station

WPSJ-CD Class A Station

Worth, TX 5 KHPK-LD LPTV Station

KPFW-LD LPTV Station

Chicago, IL 3 W31EZ-D LPTV Station

WPVN-CD Class A Station

Worth, TX 4 K07AAD-D LPTV Station

KHPK-LD LPTV Station

KNAV-LD LPTV Station

KODF-LD LPTV Station

K07AAD-D LPTV Station

KJJM-LD LPTV Station

Houston, TX 6 KUVM-LD LPTV Station

KODF-LD LPTV Station

KPFW-LD LPTV Station

Philadelphia, PA 5 W25FG-D LPTV Station

WDUM-LD LPTV Station

WPSJ-CD Class A Station

WZPA-LD LPTV Station

Houston, TX 6 KEHO-LD LPTV Station

KUGB-CD Class A Station

KUVM-LD LPTV Station

KUVM-CD Class A Station

KBMN-LD LPTV Station

KEHO-LD LPTV Station

Atlanta, GA 7 WYGA-CD Class A Station

WUVM-LD LPTV Station

WDWW-LD LPTV Station

Atlanta, GA 7 WDWW-LD LPTV Station

WUEO-LD LPTV Station

WUVM-LD LPTV Station

WYGA-CD Class A Station

Boston, MA 9 WLEK-LD LPTV Station

San Francisco - Oakland - San Jose, CA 10 KQRO-LD LPTV Station

KEMO-TV Full Power Station

Phoenix - Prescott, AZ 11 K12XP-D LPTV Station

KTVP-LD LPTV Station

KPDF-CD Class A Station

San Francisco - Oakland - San Jose, CA 10 KEMO-TV Full Power Station

KQRO-LD LPTV Station

Tampa - St Petersburg - Sarasota, FL 11 W31EG-D LPTV Station

W16DQ-D LPTV Station

WXAX-CD Class A Station

WTAM-LD LPTV Station

WXAX-CD Class A Station

Phoenix - Prescott, AZ 12 K12XP-D LPTV Station

KPDF-CD Class A Station

KTVP-LD LPTV Station

Seattle, WA 13 KUSE-LD LPTV Station

1 unchanged sentence

WUDL-LD LPTV Station

Orlando - Daytona Beach - Melbourne, FL 15 WATV-LD LPTV Station

WFEF-LD LPTV Station

Minneapolis - St.

Paul, MN 15 KWJM-LD LPTV Station

KJNK-LD LPTV Station

K33LN-D Class A Station

Paul, MN 16 K33LN-D Class A Station

K28PQ-D LPTV Station

KJNK-LD LPTV Station

KMBD-LD LPTV Station

KMQV-LD LPTV Station

Orlando - Daytona Beach - Melbourne, FL 16 WATV-LD LPTV Station

WFEF-LD LPTV Station

KWJM-LD LPTV Station

Denver, CO 17 KRDH-LD LPTV Station

Lauderdale, FL 18 W16CC-D LPTV Station

Cleveland - Akron - Canton, OH 19 WQDI-LD LPTV Station

WUEK-LD LPTV Station

Cleveland - Akron - Canton, OH 19 KONV-LD LPTV Station

WEKA-LD LPTV Station

KONV-LD LPTV Station

Sacramento - Stockton - Modesto, CA 20 KBIS-LD LPTV Station

WQDI-LD LPTV Station

WUEK-LD LPTV Station

Sacramento - Stockton - Modesto, CA 20 KFTY-LD LPTV Station

K04QR-D LPTV Station

KFTY-LD LPTV Station

K12XJ-D LPTV Station

KAHC-LD LPTV Station

KBIS-LD LPTV Station

KBTV-CD Class A Station

KFKK-LD LPTV Station

KAHC-LD LPTV Station

KFMS-LD LPTV Station

K12XJ-D LPTV Station

Charlotte, NC 21 WVEB-LD LPTV Station

W15EB-D Class A Station

Charlotte, NC 21 W15EB-D Class A Station

WVEB-LD LPTV Station

WHEH-LD LPTV Station

Raleigh - Durham - Fayetteville, NC 22 WNCB-LD LPTV Station

WIRP-LD LPTV Station

Raleigh - Durham - Fayetteville, NC 22 WIRP-LD LPTV Station

WNCB-LD LPTV Station

Portland, OR 23 KOXI-CD Class A Station

Louis, MO 24 KPTN-LD LPTV Station

Louis, MO 24 W09DL-D LPTV Station

WLEH-LD LPTV Station

K25NG-D Class A Station

KBGU-LD LPTV Station

W09DL-D LPTV Station

KPTN-LD LPTV Station

WODK-LD LPTV Station

WLEH-LD LPTV Station

Indianapolis, IN 25 WUDZ-LD LPTV Station

Indianapolis, IN 25 WQDE-LD LPTV Station

WSDI-LD LPTV Station

WQDE-LD LPTV Station

WUDZ-LD LPTV Station

Nashville, TN 26 WCTZ-LD LPTV Station

WKUW-LD LPTV Station

Salt Lake City, UT 27 KBTU-LD LPTV Station

Pittsburgh, PA 27 WJMB-CD Class A Station

WWLM-CD Class A Station

WMVH-CD Class A Station

WKHU-CD Class A Station

WMVH-CD Class A Station

WWKH-CD Class A Station

WWLM-CD Class A Station

Salt Lake City, UT 28 KBTU-LD LPTV Station

Baltimore, MD 29 WQAW-LD LPTV Station

1 unchanged sentence

San Antonio, TX 31 K17MJ-D LPTV Station

KOBS-LD LPTV Station

K25OB-D Class A Station

KSAA-LD LPTV Station

KVDF-CD Class A Station

KISA-LD LPTV Station

KOBS-LD LPTV Station

KSAA-LD LPTV Station

KSSJ-LD LPTV Station

Hartford - New Haven, CT 32 WTXX-LD LPTV Station

WRNT-LD LPTV Station

Columbus, OH 33 WDEM-CD Class A Station

KVDF-CD Class A Station

Hartford - New Haven, CT 32 WRNT-LD LPTV Station

WTXX-LD LPTV Station

Kansas City, MO 33 KAJF-LD LPTV Station

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KVAT-LD LPTV Station

Columbus, OH 35 WDEM-CD Class A Station

Greenville - Spartanburg - Asheville - Anderson, SC 36 W22EY-D LPTV Station

Milwaukee, WI 38 WTSJ-LD LPTV Station

West Palm Beach - Ft.

Pierce, FL 39 WDOX-LD LPTV Station

WWCI-CD Class A Station

Pierce, FL 39 WWCI-CD Class A Station

WDOX-LD LPTV Station

WXOD-LD LPTV Station

Las Vegas, NV 40 KNBX-CD Class A Station

KHDF-CD Class A Station

Las Vegas, NV 40 K36NE-D Class A Station

KEGS-LD LPTV Station

KHDF-CD Class A Station

KNBX-CD Class A Station

KVPX-LD LPTV Station

K36NE-D Class A Station

Jacksonville, FL 41 WODH-LD LPTV Station

Jacksonville, FL 41 WJXE-LD LPTV Station

WKBJ-LD LPTV Station

WJXE-LD LPTV Station

WODH-LD LPTV Station

WRCZ-LD LPTV Station

Birmingham - Anniston - Tuscaloosa, AL 46 WUOA-LD LPTV Station

WUDX-LD LPTV Station

Oklahoma City, OK 47 KTOU-LD LPTV Station

KBZC-LD LPTV Station

Birmingham - Anniston - Tuscaloosa, AL 45 WUDX-LD LPTV Station

WUOA-LD LPTV Station

Oklahoma City, OK 47 KBZC-LD LPTV Station

KOHC-CD Class A Station

KTOU-LD LPTV Station

Albuquerque - Santa Fe, NM 48 KQDF-LD LPTV Station

KWPL-LD LPTV Station

Memphis, TN 50 W15EA-D Class A Station

Louisville, KY 49 WKUT-LD LPTV Station

New Orleans, LA 50 WQDT-LD LPTV Station

WTNO-CD Class A Station

Memphis, TN 51 KPMF-LD LPTV Station

W15EA-D Class A Station

WPED-LD LPTV Station

KPMF-LD LPTV Station

WQEK-LD LPTV Station

WQEO-LD LPTV Station

New Orleans, LA 51 WTNO-CD Class A Station

WQDT-LD LPTV Station

Myers - Naples, FL 53 WGPS-LD LPTV Station

Buffalo, NY 54 WVTT-CD Class A Station

WWHC-LD LPTV Station

Fresno - Visalia, CA 55 K17JI-D Class A Station

KZMM-CD Class A Station

Buffalo, NY 54 WWHC-LD LPTV Station

WVTT-CD Class A Station

Myers - Naples, FL 55 WGPS-LD LPTV Station

Richmond - Petersburg, VA 56 WUDW-LD LPTV Station

Richmond - Petersburg, VA 56 WFWG-LD LPTV Station

WUDW-LD LPTV Station

WWBK-LD LPTV Station

WFWG-LD LPTV Station

Mobile, AL - Pensacola, FL 57 WWBH-LD LPTV Station

WEDS-LD LPTV Station

Little Rock - Pine Bluff, AR 59 KWMO-LD LPTV Station

K23OW-D LPTV Station

Mobile, AL - Pensacola, FL 57 WEDS-LD LPTV Station

WWBH-LD LPTV Station

Little Rock - Pine Bluff, AR 58 K23OW-D LPTV Station

KENH-LD LPTV Station

KWMO-LD LPTV Station

Knoxville, TN 60 W19FF-D LPTV Station

Tulsa, OK 61 KZLL-LD LPTV Station

KUOC-LD LPTV Station

Des Moines - Ames, IA 67 KRPG-LD LPTV Station

KAJR-LD LPTV Station

Des Moines - Ames, IA 67 KAJR-LD LPTV Station

KCYM-LD LPTV Station

Omaha, NE 71 KQMK-LD LPTV Station

KAJS-LD LPTV Station

KRPG-LD LPTV Station

Wichita - Hutchinson, KS 71 KFVT-LD LPTV Station

Springfield, MO 73 KFKY-LD LPTV Station

KCNH-LD LPTV Station

Flint - Saginaw - Bay City, MI 72 WFFC-LD LPTV Station

W35DQ-D LPTV Station

Rochester, NY 76 WGCE-CD Class A Station

Omaha, NE 73 KAJS-LD LPTV Station

KQMK-LD LPTV Station

Springfield, MO 74 KCNH-LD LPTV Station

KFKY-LD LPTV Station

Huntsville - Decatur - Florence, AL 75 W34EY-D Class A Station

Madison, WI 77 W23BW-D Class A Station

WZCK-LD LPTV Station

Charleston - Huntington, WV 79 WOCW-LD LPTV Station

Huntsville - Decatur - Florence, AL 81 W34EY-D Class A Station

Harlingen - Weslaco - Brownsville - McAllen, TX 82 KNWS-LD LPTV Station

Rochester, NY 79 WGCE-CD Class A Station

Harlingen - Weslaco - Brownsville - McAllen, TX 80 KAZH-LD LPTV Station

KNWS-LD LPTV Station

KRZG-CD Class A Station

KAZH-LD LPTV Station

Waco - Temple - Bryan, TX 83 KZCZ-LD LPTV Station

KAXW-LD LPTV Station

Chattanooga, TN 84 WYHB-CD Class A Station

Charleston - Huntington, WV 82 WOCW-LD LPTV Station

Waco - Temple - Bryan, TX 83 KAXW-LD LPTV Station

KZCZ-LD LPTV Station

Savannah, GA 84 WDID-LD LPTV Station

1 unchanged sentence

Charleston, SC 85 WBSE-LD LPTV Station

Chattanooga, TN 86 WYHB-CD Class A Station

Paducah, KY - Cape Girardeau, MO - Harrisburg, IL 90 W29CI-D Class A Station

Champaign - Springfield - Decatur, IL 91 WCQA-LD LPTV Station

WEAE-LD LPTV Station

W23EW-D LPTV Station

Shreveport, LA 91 K36MU-D LPTV Station

Cedar Rapids - Waterloo - Iowa City, IA 94 KFKZ-LD LPTV Station

K17MH-D LPTV Station

Champaign - Springfield - Decatur, IL 92 W23EW-D LPTV Station

WCQA-LD LPTV Station

WEAE-LD LPTV Station

Cedar Rapids - Waterloo - Iowa City, IA 94 K17MH-D LPTV Station

KFKZ-LD LPTV Station

Baton Rouge, LA 95 K27NB-D LPTV Station

2 unchanged sentences

KFLU-LD LPTV Station

Myrtle Beach - Florence, SC 97 W33DN-D LPTV Station

Boise, ID 98 K17ED-D Class A Station

KFLL-LD LPTV Station

KBKI-LD LPTV Station

K31FD-D Class A Station

Myrtle Beach - Florence, SC 99 W33DN-D LPTV Station

KBKI-LD LPTV Station

KFLL-LD LPTV Station

South Bend - Elkhart, IN 100 KPDS-LD LPTV Station

2 unchanged sentences

Tallahassee, FL - Thomasville, GA 105 W21EL-D LPTV Station

Tyler - Longview- Nacogdoches, TX 106 KCEB Full Power Station

KBJE-LD LPTV Station

KDKJ-LD LPTV Station

KKPD-LD LPTV Station

KPKN-LD LPTV Station

Lincoln - Hastings - Kearney, NE 107 KIUA-LD LPTV Station

Augusta, GA - Aiken, SC 108 WIEF-LD LPTV Station

Evansville, IN 109 WDLH-LD LPTV Station

WELW-LD LPTV Station

WEIN-LD LPTV Station

Wayne, IN 108 WCUH-LD LPTV Station

W30EH-D LPTV Station

WELW-LD LPTV Station

Wayne, IN 110 W30EH-D LPTV Station

W25FH-D LPTV Station

WCUH-LD LPTV Station

WFWC-CD Class A Station

WODP-LD LPTV Station

Tyler - Longview- Nacogdoches, TX 109 KDKJ-LD LPTV Station

KCEB Full Power Station

KBJE-LD LPTV Station

KKPD-LD LPTV Station

KPKN-LD LPTV Station

Augusta, GA - Aiken, SC 110 WIEF-LD LPTV Station

Fargo - Valley City, ND 113 K15MR-D LPTV Station

2 unchanged sentences

Traverse City - Cadillac, MI 116 W36FH-D LPTV Station

Eugene, OR 119 KORY-CD Class A Station

K06QR-D LPTV Station

Macon, GA 119 W28EU-D LPTV Station

WJDO-LD LPTV Station

Montgomery - Selma, AL 121 WDSF-LD LPTV Station

WQAP-LD LPTV Station

Santa Barbara - San Luis Obispo, CA 122 KLDF-CD Class A Station

Eugene, OR 120 K06QR-D LPTV Station

KORY-CD Class A Station

Montgomery - Selma, AL 121 WQAP-LD LPTV Station

WDSF-LD LPTV Station

Peoria - Bloomington, IL 122 W27EQ-D LPTV Station

Santa Barbara - San Luis Obispo, CA 123 KDFS-CD Class A Station

KLDF-CD Class A Station

KQMM-CD Class A Station

KDFS-CD Class A Station

KVMM-CD Class A Station

KSBO-CD Class A Station

KVMM-CD Class A Station

KZDF-LD LPTV Station

Peoria - Bloomington, IL 123 W27EQ-D LPTV Station

Bakersfield, CA 124 KXBF-LD LPTV Station

KTLD-CD Class A Station

Lafayette, LA 124 K21OM-D LPTV Station

Columbus, GA - Opelika - Auburn, AL 126 W29FD-D LPTV Station

W31EU-D LPTV Station

Bakersfield, CA 125 KTLD-CD Class A Station

KXBF-LD LPTV Station

Wilmington, NC 126 WQDH-LD LPTV Station

Columbus, GA - Opelika - Auburn, AL 127 W31EU-D LPTV Station

W29FD-D LPTV Station

Monterey - Salinas, CA 128 K09AAF-D LPTV Station

La Crosse - Eau Claire, WI 129 W23FC-D LPTV Station

Corpus Christi, TX 130 K21OC-D LPTV Station

KCCX-LD LPTV Station

K32OC-D LPTV Station

KCCX-LD LPTV Station

KYDF-LD LPTV Station

Salisbury, MD 131 W35CS-D LPTV Station

Amarillo, TX 132 KAUO-LD LPTV Station

1 unchanged sentence

Columbia - Jefferson City, MO 135 K35OY-D LPTV Station

Topeka, KS 140 K35KX-D LPTV Station

Lubbock, TX 140 K32OV-D LPTV Station

KNKC-LD LPTV Station

Topeka, KS 141 K35KX-D LPTV Station

Palm Springs, CA 145 K21DO-D Class A Station

Joplin, MO - Pittsburg, KS 151 KRLJ-LD LPTV Station

KPJO-LD LPTV Station

Bangor, ME 156 W32FS-D LPTV Station

W20ER-D LPTV Station

Joplin, MO - Pittsburg, KS 151 KPJO-LD LPTV Station

KRLJ-LD LPTV Station

Bangor, ME 156 W20ER-D LPTV Station

W32FS-D LPTV Station

Biloxi-Gulfport, MS 158 W33EG-D LPTV Station

Terre Haute, IN 159 W24FB-D LPTV Station

Jackson, TN 174 WYJJ-LD LPTV Station

Quincy, IL - Hannibal, MO - Keokuk, IA 176 WVDM-LD LPTV Station

K14SU-D LPTV Station

Bowling Green, KY 180 WKUT-LD LPTV Station

WCZU-LD LPTV Station

Puerto Rico NA WWKQ-LD LPTV Station

NA WOST Full Power Station

NA W20EJ-D LPTV Station

NA W27DZ-D LPTV Station

NA WQQZ-CD Class A Station

Quincy, IL - Hannibal, MO - Keokuk, IA 175 K14SU-D LPTV Station

WVDM-LD LPTV Station

Bowling Green, KY 180 WCZU-LD LPTV Station

Puerto Rico 213 WOST Full Power Station

WWKQ-LD LPTV Station

WQQZ-CD Class A Station

W20EJ-D LPTV Station

W27DZ-D LPTV Station

(a) Rankings are based on the relative size of a station’s Designated Market Area ("DMA") among the 210 generally recognized DMAs in the United States.

Broadcast Operations

Broadcasting carries approximately 63 networks on its stations, distributing content across the U.S.

Broadcasting carries 61 networks on its stations, distributing content across the U.S.

Broadcasting provides free OTA programming to television viewing audiences in the communities it serves.

The programming Broadcasting distributes includes networks targeting shopping, weather, sports and entertainment programming, as well as religious networks and networks targeting select ethnic groups.

Broadcasting generates broadcast station revenue and, until the end of 2022, network advertising revenue from its operations.

Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the related ad sales.

In a typical broadcast station revenue agreement, the owner of a station makes available, for a fee, airtime on a station subchannel to a third party.

Broadcasting generates broadcast station revenue from its operations.

Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the third-parties' related ad sales, principally from channel leases and revenue sharing agreements with minimum guarantees included within the contracts.

In a typical broadcast station revenue agreement, we, as the owner/licensee of a station, make available, for a fee, airtime on one or multiple of our station subchannel(s) to a third party.

The third party broadcasts during that airtime and collects revenue from advertising aired during such content.

Broadcast station revenue is recognized over the life of the contract.

Broadcast station revenue is recognized over the life of the contract, when the program is broadcast.

The fees charged can be fixed or variable, and the contracts that the Company enters into are generally short-term in nature.

Variable fees are usage/sales-based and are recognized as revenue when the subsequent usage occurs.

Network advertising revenue is generated primarily from the sale of television airtime for advertisements or paid programming.

Network advertising revenue is recognized when advertising spots are aired, and as impression guarantees, if any, are achieved.

Network distribution revenue consists of fees charged and payments received from cable, satellite and other multiple video program distribution (“MVPD”) systems for their retransmission of our network content.

Network distribution fees received from MVPDs are recognized as revenue in the period that services are provided.

With the shut-down of the Azteca America network on December 31, 2022, Broadcast revenues in 2023 are now principally driven by channel leases and revenue share agreements with some 63 other networks carried on Broadcasting's stations.

Broadcasting’s strategy includes the following initiatives:

2 unchanged sentences

• As of December 31, 2024, 248 operating stations are connected to Broadcasting's cloud-based IP backbone and can be operated and monitored remotely, allowing for substantial cost savings and operating efficiencies.

In 2018, FCC deregulation in TV broadcasting eliminated the need for full time employees and studio facilities in markets where Broadcasting operates Full-Power and Class A stations, thus allowing Broadcasting to operate these stations remotely at greater cost efficiency;

In 2018, Federal Communications Commission ("FCC") deregulation in TV broadcasting eliminated the need for full time employees and studio facilities in markets where Broadcasting operates Full-Power and Class A stations, thus allowing Broadcasting to operate these stations remotely at greater cost efficiency;

• Broadcasting's major focus is to attract the highest quality content providers looking for nationwide distribution.

2 unchanged sentences

Carriage contracts pricing is in part determined by the signal contour of the broadcast station and the number of OTA TV households in a given market, as well as market supply and demand;

• Broadcasting's broad portfolio of stations and our redundant coverage in major markets facilitates our ability to explore new revenue streams from other uses of our spectrum without impairing our legacy broadcast revenues.

This includes converting technology used by existing stations to new standards such as the Advanced Television Systems Committee's standards ("ATSC 3.0") to explore light housing and datacasting revenue opportunities.

Also, it allows us to trial 5G broadcasting to determine the viability of commercial revenues over time.

Our television stations compete in the U.S.

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As a result of improvements in digital compression technology over the last several years, many Full Power stations have increased the number of subchannels that they can lease to OTA multicast networks, resulting in increased competition in many of our markets over the last several years.

Because nearly all our stations are LPTV and Class A, they do not have primary channel “must carry” rights and, therefore, have no signal coverage and carriage on MVPD systems.

Because nearly all our stations are LPTV and Class A, they do not have primary channel “must carry” rights and, therefore, have no signal coverage and carriage on multiple video program distribution ("MVPD") systems.

Our lack of MVPD distribution materially affects our television stations’ competitive position in attracting programmers and viewers.

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Our FCC licenses must be renewed every eight years.

The current television license renewal cycle began in 2020, and many of our licenses have been renewed, but others remain pending.

While we cannot be certain that the FCC will renew the remaining licenses or that we will always obtain renewal grants in the future, the FCC has historically renewed the Company’s broadcast licenses in substantially all cases.

The current television license renewal cycle began in 2020, and all our licenses have been renewed.

The weighted-average period prior to the next renewal for FCC licenses was 5.4 years and 6.2 years as of December 31, 2024 and 2023, respectively, after taking into consideration licenses that were successfully renewed shortly after year-end.

While we cannot be certain that we will always obtain renewal grants in the future from the FCC, the FCC has historically renewed the Company’s broadcast licenses in substantially all cases.

The Company does not believe that the expiration or non-renewal of any of our FCC licenses would have a material adverse effect on the expected future cash flows and profitability.

6 unchanged sentences

New Broadcast TV Technology:

In 2017, the FCC approved the Advanced Television Systems Committee's standards, ("ATSC 3.0"), the next generation broadcast standards defining how television signals are broadcast and interpreted.

In 2017, the FCC approved the ATSC 3.0, the next generation broadcast standards defining how television signals are broadcast and interpreted ("NextGen TV").

ATSC 3.0 is an enhancement to previous broadcast standards, providing enhanced picture and audio quality, mobility, addressability, increased capacity, and IP connectivity.

ATSC 3.0 will offer a platform to merge linear programming and non-TV data services alongside OTA and over-the-top ("OTT").

Among the many emerging opportunities will be hyper-local news, weather, and traffic;

As the ATSC 3.0 standard provides for a more efficient use of spectrum, this could enable us to provide expanded or additional services to new and existing customers, Among the many emerging opportunities will be hyper-local news, weather, and traffic;

dynamic ad insertion;

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Currently, Broadcasting is exploring commercial opportunities in datacasting on our platform that may offer incremental revenue opportunities over the next year.

As of December 31, 2023, Broadcasting employed 14 full-time employees and one part-time employee across the U.S.

Refer to Note 18.

Operating Segments and Related Information for additional detail regarding our Segment's operations and financial information.

Human Capital

As of December 31, 2024, Broadcasting employed 16 full-time employees and 1 part-time employee across the U.S.

Environmental Regulation and Laws

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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-K

Item 1. Business