What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 28 added, 26 removed, 145 unchanged (27% of the section changed)

15 unchanged sentences

Nu.Q ® Discover - a complete solution to profiling nucleosomes.

Nu.Q ® Cancer - from screening, diagnosis and staging, therapy decision, planning and treatment to monitoring response to treatment and disease progression.

Capture-PCR™ - isolating and capturing circulating tumor-derived DNA from plasma samples for early cancer detection.

Nu.Q ® Cancer - from screening, diagnosis and staging, therapy decision, planning and treatment to monitoring response to treatment and disease progression with a particular focus on lung cancer.

Capture-Seq™ / Capture-PCR™ - isolating and capturing circulating tumor-derived DNA from plasma samples for early cancer detection.

The Company has grown from a single two-meter lab bench at the University of Namur in Belgium to a purpose-built 17,000 square foot lab and 10,000 square foot production facility in Gembloux, Belgium, an Innovation Lab in California, and offices in California, London and Nevada.

10 unchanged sentences

Management plans to address the above as needed by:

(a) securing additional grant funds;

(b) obtaining additional financing through debt or equity transactions;

(a) obtaining additional financing through debt or equity transactions;

(b) securing additional grant funding;

8 unchanged sentences

Net cash used in operating activities was $19.7 million and $25.9 million for the years ended December 31, 2025 and December 31, 2024, respectively.

The increase in cash used in operating activities during 2024 when compared to 2023 was primarily due to the deferred revenue receipt of $13 million in the prior year offset by lower payroll costs and amounts paid to suppliers during the period.

The decrease in cash used in operating activities during 2025 when compared to 2024 was primarily due lower personnel costs of $2.4 million, lower research and development expenses of $2.7 million together with an increase in accounts payable of $1.1 million during the period.

Net cash used in investing activities was $0.1 million and $0.6 million for the years ended December 31, 2025 and December 31, 2024, respectively.

1 unchanged sentence

Net cash provided by financing activities after associated costs was $17.1 million and $8.7 million for the years ended December 31, 2025 and December 31, 2024, respectively.

Net cash provided by financing activities in 2024 consisted of $0.7 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility during the period ended December 31, 2024, $6.3 million in cash received before deducting offering expenses of $0.2 million from the issuance and sale of the shares of common stock, pre-funded warrants and common warrants in a registered direct offering that closed in August 2024, and a further $1.9 million in cash received before deducting offering expenses of $0.1 million from the issuance and sale of common stock and common warrants in a registered direct offering to certain directors and executive officers of the Company as well as other investors that closed in December 2024.

This compares with $8.0 million in net proceeds received from the sale and issuance of common stock in a registered public offering in February 2023, before deducting offering expenses of $0.2 million, $17.6 million in net proceeds received from the sale and issuance of common stock in a registered public offering in June 2023, before deducting offering expenses of $0.1 million and $2.7 million (€2.5 million) in net proceeds received from the sale and issuance of common stock in a private placement in December 2023.

Additionally, in June 2023 a $0.2 million loan was received from Namur Invest and in December 2023 a $1.6 million loan was received from Wallonie Entreprendre S.A.

Net cash provided by financing activities in 2025 consisted of (i) $6.3 million in cash, before deducting commitment and legal fees of $0.3 million, received in exchange for the issuance of a senior secured convertible note and warrants in May 2025, (ii) $2.3 million in cash, before deducting offering expenses of $0.1 million, received from the issuance and sale of common stock and warrants in a registered direct offering that closed in March 2025, (iii) $0.3 million in net proceeds received from the issuance and sale of 448,706 shares of common stock under our “at-the-market” facility with Jefferies LLC (“Jefferies”) acting as exclusive placement agent, which facility terminated effective April 20, 2025, (iv) $1.7 million in net proceeds received from the issuance and sale of 4,364,087 shares of common stock under our 2025 ATM Sales Agreement during the year ended December 31, 2025, (v) $1.2 million in cash, before deducting offering expenses of $0.1 million, received from the issuance and sale of common stock and warrants in a registered direct offering that closed in August 2025, (vi) $0.3 million in cash, received from the issuance and sale of common stock and warrants in a private placement that closed in September 2025 and (vii) $6.0 million in net proceeds received from the issuance and sale of common stock and warrants in an underwritten public offering with Newbridge.

This compares with $0.7 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility during the period ended December 31, 2024, $6.3 million in cash received before deducting offering expenses of $0.2 million from the issuance and sale of the shares of common stock, pre-funded warrants and common warrants in a registered direct offering that closed in August 2024, and a further $1.9 million in cash received before deducting offering expenses of $0.1 million from the issuance and sale of common stock and common warrants in a registered direct offering to certain directors and executive officers of the Company as well as other investors that closed in December 2024.

For additional information on our “at the market facility,” refer to Note 7, Common Stock – Equity Distribution Agreements, of the Notes to consolidated financial statements included within this Report.

1 unchanged sentence

Approximate Payments (Including Interest) Due by Year

Greater than 5 years

Financing lease liabilities

3 unchanged sentences

Collaborative agreements obligations

We intend to use our cash reserves to predominantly fund further research and development, and commercialization activities.

We do not have any substantial source of revenues and expect to rely on additional future financing, through the sale of licensing or distribution rights, grant funding and the sale of equity or debt securities to provide sufficient funding to execute our strategic plan.

Convertible Note

We intend to use our cash reserves to predominantly fund product development, and commercialization activities.

We do not currently have sufficient revenues and expect to rely on additional future financing, through the sale of licensing or distribution rights, grant funding and the sale of equity or debt securities to provide sufficient funding to execute our strategic plan.

There is no assurance that we will be successful in raising further funds.

12 unchanged sentences

Total Operating Expenses

Loss on disposal of fixed assets

Gain /(Loss) on disposal of fixed assets

Interest income

Interest expense

Amortization of debt discount

Gain on change in fair value of warrant liability

Gain on change in fair value of derivative liability

Total Other Income (Expenses)

1 unchanged sentence

(27,257,985 )

Our operations are still transitioning from a research and development stage to a commercialization stage.

Revenue for the year ended December 31, 2024 was $1,233,511 compared with $775,302 for the year ended December 31, 2023.

The main source of revenues during the years ended December 31, 2024 and December 31, 2023, was product sales of the Nu.Q® Vet Cancer Test and services revenue from our Nu.Q ® Discover offering.

Our operations are transitioning from a research and development stage to a commercialization stage.

Revenue for the year ended December 31, 2025 was $1.7 million compared with $1.2 million for the year ended December 31, 2024.

The main source of revenues during the years ended December 31, 2025 and December 31, 2024, was product sales primarily of the Nu.Q® Vet Cancer Test and Nu.Q Discover kits.

Services revenue related solely to Nu.Q ® Discover services.

Operating Expenses

2 unchanged sentences

Research and development expenses decreased to $10.1 million from $14.4 million for the years ended December 31, 2025 and December 31, 2024, respectively.

The decrease in overall research and development expenditures during 2024 was primarily related to decreased clinical research costs and lower personnel expenses.

FTE personnel numbers within this division decreased by fourteen to fifty two during 2024 compared to the prior year period.

The decrease in overall research and development expenditures during 2025 was primarily related to lower research expenses and a reduction in personnel expenses as a result of reduced clinical trial activity following completion of certain clinical studies.

FTE personnel numbers within this division decreased by five to forty-seven during 2025 compared to the prior year period.

Personnel expenses

5 unchanged sentences

General and Administrative Expenses

General and administrative expenses decreased to $8.5 million from $10.4 million for the years ended December 31, 2024 and December 31, 2023, respectively.

The decrease in overall general and administrative expenditures during 2024 was primarily due to lower personnel expenses, legal and professional fees and stock-based compensation.

The FTE personnel number within this division decreased by three to nineteen during 2024 compared to the prior year period.

General and administrative expenses increased to $9.5 million from $8.5 million for the years ended December 31, 2025 and December 31, 2024, respectively.

The increase in overall general and administrative expenditures during 2025 was primarily due to stock-based compensation, legal and professional fees and higher personnel expenses and partially offset by lower general and administrative expenses.

The FTE personnel number within this division decreased by two to seventeen during 2025 compared to the prior year period.

Personnel expenses

6 unchanged sentences

Sales and marketing expenses decreased to $3.9 million from $5.4 million for the years ended December 31, 2025 and December 31, 2024, respectively.

The decrease in overall sales and marketing expenditures was primarily due to decreased personnel expenses and lower stock-based compensation.

The FTE personnel number within this division decreased by eight to fourteen during 2024 compared to the prior year period.

The decrease in overall sales and marketing expenditures was primarily due to reduced personnel expenses and direct marketing and professional fees during the year.

The FTE personnel number within this division decreased by three to eleven during 2025 compared to the prior year period.

Personnel expenses

4 unchanged sentences

Other Income (Expenses)

For the year ended December 31, 2024, other income decreased to approximately $(0.2) million compared to other income of approximately $0.3 million for the year ended December 31, 2023.

This decrease in other income was primarily due to reduced grant income received of approximately $0.1 million during 2024 compared to $0.2 million in 2023 and a gain in the fair value of the warrant liability during 2023.

For the year ended December 31, 2025, other expenses increased to approximately $1.8 million compared to other expenses of approximately $0.2 million for the year ended December 31, 2024.

This increase in other expenses was primarily due to amortization of debt discount of $2.0 million related to the Lind note and $0.5 million of interest expenses partially offset by increased grant income received of approximately $0.5 million during 2025 compared to $0.1 million in 2024, together with gains in the fair value of derivative and warrant liabilities, during 2025.

For the year ended December 31, 2025, the Company’s net loss was $23.5 million, a decrease of approximately $3.8 million, in comparison to a net loss of $27.3 million for the year ended December 31, 2024.

7 unchanged sentences

We may seek to obtain additional capital through the sale of debt or equity securities if we deem it desirable or necessary.

These sales may include the sale of equity securities from time to time through our “at the market facility” with Jefferies LLC under an equity distribution agreement dated May 20, 2022 (see Note 7, Common Stock – Equity Distribution Agreements, of the Notes to consolidated financial statements).

These sales may include the sale of equity securities from time to time through our “at the market facility” with JonesTrading Institutional Services, LLC under a Capital On Demand™ Sales Agreement dated April 22, 2025 (see Note 7, Common Stock – “At the Market” Offerings of the Notes to consolidated financial statements).

However, we may be unable to obtain such additional capital when needed, or on terms favorable to us or our stockholders, if at all.

8 unchanged sentences

We also regularly evaluate estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, deferred revenue valuation, revenue recognition, warrant liability, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets and valuations of stock-based compensation.

We base our estimates and assumptions on current facts, historical experiences, information from third-party professionals and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

We base our estimates and assumptions on current facts, historical experiences, information from third-party professionals and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely from our estimates.

31 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-K

Item 7. Management’s Discussion and Analysis