Product revenue grew 24% to $5.7 million, driven by strong software licensing performance; gross margin reached 90% for the second consecutive quarter

Measurable results validate ROC’s core growth drivers; ROC ABIS grew 654% YoY to $2.2M and ROC SDK grew 52% YoY to $2.6M

Secured transformational federal beachhead contracts for ROC ABIS and ROC Evidence, including a $64.3 million Department of Justice digital evidence contract award, the largest in Company history

DENVER, Nov. 12, 2026 (GLOBE NEWSWIRE) — Rank One Computing Corporation d/b/a ROC (Nasdaq: ROC) (“ROC” or the “Company”), a U.S. leader in Vision AI, building unified biometric, video analytics, and digital evidence solutions, today announced financial results for the third quarter ended September 30, 2026.

“The third quarter marked a transformational period for ROC, highlighted by record revenue, a profitable quarter, and significant execution against the strategic objectives we established at our IPO,” said B. Scott Swann, ROC’s Chief Executive Officer. “We delivered record third-quarter revenue of $8.0 million, increasing 50% year over year and 57% sequentially, and our software licensing revenue drove a second consecutive quarter of 90% gross margin. Our strong results were driven by meaningful federal traction for ROC ABIS and expanded activity under an existing government R&D program, demonstrating the strategic investments we have made to execute our growth strategy are translating into measurable financial performance.”

“Importantly, we delivered on our commitment by establishing two foundational federal beachhead contracts for ROC ABIS and ROC Evidence, including the largest award in ROC’s history, a $64.3 million contract with the U.S. Department of Justice. These wins secure ROC’s position as a competitor in the Vision AI space. Our differentiation is validated in the accuracy, speed and efficiency of our technologies, supported by a highly specialized team that drives our unique value proposition. With these strategic federal programs in place, ROC is well-positioned with an active federal pipeline to pursue larger, longer-duration opportunities that generate durable, high-margin revenue.”

Mr. Swann continued, “We entered the fourth quarter from a position of strength, focused on disciplined execution, specifically addressing our three core growth products, ROC ABIS, ROC Evidence and ROC Watch. With the integration of ZTC strengthening ROC Evidence and a broad pipeline of opportunities across our commercial and federal markets, we believe we are building a foundation for sustained, long-term growth. We consider the third quarter an inflection point for ROC, as we secured two landmark contracts and reached record revenue. Achieving these significant milestones leaves us confident in a strong close to 2026.”

 Third Quarter 2026 Business Updates

  • Secured a U.S. Department of Justice (DOJ) ROC Evidence contract, the largest award in ROC’s history, with a total potential value of $64.3 million over eight years, including approximately $7.4 million under the initial one-year base period.
  • Secured ROC’s first strategic federal ROC ABIS contract, with a total potential value of $5.1 million over five years, including approximately $2.5 million in committed contract value, delivering this significant federal ABIS platform license during the quarter.
  • Continued strong commercial adoption of ROC SDK, generating $2.6 million in quarterly revenue, representing 52% year-over-year growth.
  • Expanded ROC Watch’s market presence with new government and commercial customer wins during the third quarter, reflecting continued adoption of ROC’s video analytics solutions.

 Third Quarter 2026 Corporate Highlights and Subsequent Events

  • Completed the acquisition of Zuccaro Technical Consulting (ZTC) on August 31, 2026, expanding ROC Evidence with proprietary digital forensics capabilities, experienced technical personnel, and established federal customer relationships.
  • Achieved #1 global accuracy rankings across three National Institute of Standards and Technology (NIST) Face Analysis Technology Evaluation (FATE) Age Estimation and Verification benchmarks, including Visa, Application, and Mugshot datasets.
  • Appointed Dr. Anil K. Jain, a globally recognized pioneer in biometrics, pattern recognition, and computer vision, to ROC’s Board of Directors.
  • Launched ROC’s first SaaS product, an Age Estimation API that establishes a foundation for new recurring revenue opportunities across the Company’s Vision AI portfolio.

Third Quarter 2026 Financial Results (as compared to Third Quarter 2025)

Revenue reached a record $8.0 million for the three months ended September 30, 2026, an increase of approximately $2.7 million, or 50%, compared to $5.3 million in the prior-year period. Growth was driven by higher product revenue, particularly ROC ABIS and ROC SDK, and increased government R&D contract revenue from expanded activity under a U.S. government research program that commenced in the second quarter of 2026.

Product revenue was $5.7 million for the three months ended September 30, 2026, an increase of approximately $1.1 million, or 24%, compared to $4.6 million in the prior year period. The increase was driven primarily by significant growth in ROC ABIS and continued ROC SDK expansion, partially offset by lower ROC Watch revenue following the completion of a significant government deployment in the fourth quarter of 2025.

During the third quarter of 2026, ROC’s product revenue performance reflected continued commercial adoption and expansion across its Vision AI portfolio:

  • ROC SDK revenue was $2.6 million, a YoY increase of 52% from $1.7 million, reflecting new customer contracts and expanded commercial adoption.
  • ROC ABIS revenue was $2.2 million, a YoY increase of 654% from $287,000, advancing commercialization with a significant federal ABIS platform license delivered during the quarter.
  • ROC Watch revenue was $0.8 million, compared to $2.5 million in the prior year quarter, due to a mission deployment that was completed in Q4 2025. Sequentially, ROC Watch revenue increased 219% from $0.2 million in the second quarter of 2026.
  • ROC Evidence revenue was approximately $63,000, following initial commercialization in the second quarter 2026. The DOJ contract base-year award contributed revenue for initial services delivered in the third quarter of 2026 and will contribute more meaningful revenue in the fourth quarter of 2026 and continuing through the third quarter of 2027.
  • ROC Enroll revenue was approximately $59,000, a YoY increase of 55% from $38,000.

Government R&D contract revenue was $2.2 million for the three months ended September 30, 2026, an increase of approximately $1.4 million, or 175%, year over year. The increase was driven by expanded activity under a U.S. Government research and development program that commenced in the second quarter of 2026.

During the third quarter of 2026, the Company began reporting Service Contracts revenue, which includes revenue from pure service contracts that do not include a software license, hardware, or R&D deliverable. Service Contracts revenue was approximately $0.2 million for the three months ended September 30, 2026, primarily attributable to revenue recognized from the ZTC acquisition on August 31, 2026.

Gross profit was $7.2 million for the three months ended September 30, 2026, an increase of approximately $3.0 million or 71%, compared to $4.2 million in the prior-year period. Gross margin improved to 90% from 79% in the prior-year period, primarily reflecting a favorable revenue mix driven by higher-margin software licensing revenue, including a significant federal ROC ABIS platform license delivered during the quarter.

Gross margin may fluctuate between reporting periods based on the timing and mix of software license revenue, services, hardware deployments, and government R&D contract activity.

Operating expenses totaled $6.6 million for the three months ended September 30, 2026, compared to $4.3 million in the prior-year period. The increase primarily reflected planned investments in personnel, operations, infrastructure, and the continued development of ROC’s Vision AI capabilities, as well as costs associated with the ZTC acquisition.

Net income was approximately $0.6 million for the three months ended September 30, 2026, compared with a net loss of approximately $0.8 million in the prior-year period. Basic and diluted earnings per share were $0.03, compared with a basic and diluted loss per share of $0.05 in the prior-year period. ROC’s quarterly profitability reflects a favorable revenue mix shift toward software licensing and the structural benefits inherent in ROC’s technology platform.

As of September 30, 2026, ROC had $7.5 million in cash, approximately $14.8 million in working capital, and no borrowings under its revolving line of credit.

Accounts receivable increased to $11.1 million as of September 30, 2026, compared to $5.6 million as of June 30, 2026, primarily reflecting higher revenue and the timing of customer invoicing under contractual billing arrangements.

The Company completed its acquisition of ZTC on August 31, 2026, as previously announced in a Current Report on Form 8-K filed on September 2, 2026 (the “ZTC 8-K”). ZTC’s operating results for the post-acquisition period of September 1, 2026 through September 30, 2026 have been included in ROC’s consolidated financial statements contained in its Quarterly Report on Form 10-Q for the period ended September 30, 2026, which was filed on November 12, 2026. In addition, (A) ZTC’s audited financial statements as of December 31, 2025 and 2024 and for the years then ended, together with the related independent auditor’s report; (B) ZTC’s unaudited interim financial statements as of June 30, 2026 and for the six months ended June 30, 2026; (C) the unaudited pro forma condensed combined balance sheet of ROC as of June 30, 2026, giving effect to the ZTC transaction as if it had occurred on June 30, 2026; and (D) the unaudited pro forma condensed combined statements of operations of ROC for the year ended December 31, 2025 and the six months ended June 30, 2026, in each case giving effect to the ZTC transaction as if it had occurred on January 1, 2025 have been prepared in accordance with Article 11 of Regulation S-X and filed separately under a Form 8-K/A filing dated November 12, 2026, which amends the ZTC 8-K as required under applicable SEC regulations and in accordance with those requirements.

Conference Call Information

ROC will host a conference call today, November 12, 2026, at 4:30 PM ET to discuss the Company’s third quarter 2026 results and conduct a question-and-answer session. The dial-in number for the conference call is (866) 777-2509 (toll-free) or (412) 317-5413 (international). Please dial into the number 10 minutes prior to the scheduled start time.

In addition, a live webcast of the conference call will be available on ROC’s Investor Relations website at https://investors.roc.ai/. A replay of the webcast will be available on ROC’s Investor Relations website for one year following the call.

About ROC
ROC is a leading U.S. developer of Vision AI, delivering sovereign biometrics, video analytics, and digital evidence through a unified platform. This enables agency and integrator partners to unlock faster, more accurate, and cost-efficient capabilities. At its core, ROC transforms raw pixels into real-time operational awareness for defense, public safety, and digital commerce. The Company is headquartered in Denver, Colo., with additional hubs in Grand Rapids, Mich., and Morgantown, W. Va. For more information, please visit the Company’s website: www.roc.ai.

Forward-Looking Statements
This earnings release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “could,” “would,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “targets,” “projects,” “forecasts,” “guidance,” “outlook,” “approximates,” “predicts,” “potential,” “continue,” “likely,” “ongoing,” “confident,” ”positioned,” “pipeline,” or the negative or other variations of such expressions, and similar expressions although not all forward-looking statements may contain these words. Any statements that are not historical facts or that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements. Forward-looking statements in this earnings release include, without limitation, statements regarding the expected timing and amount of revenue under the Company’s U.S. Department of Justice contract and its ROC ABIS contract, the total potential value of those contracts, the Company’s pipeline of federal and commercial opportunities, its ability to pursue larger and longer-duration opportunities, the anticipated benefits of the ZTC acquisition, the commercialization of its SaaS and API offerings, the Company’s expectations for the fourth quarter and full year 2026, and the matters described under “Business Outlook.” The Company may also make written or oral forward-looking statements in its periodic reports filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy, and other future conditions, and involve known and unknown risks, uncertainties, and other factors — many of which are outside the Company’s control — that could cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Such factors include, but are not limited to: the U.S. Government’s right to terminate or decline to renew contracts, in whole or in part, for convenience; the fact that option periods under the Company’s government contracts, including its U.S. Department of Justice contract, are exercisable at the Government’s sole discretion and subject to the availability of appropriations, such that the total potential contract value , and the revenue anticipated under the base period, may not be realized; the timing of contract awards, funding, implementation milestones, customer acceptance, and revenue recognition, including the effect of government shutdowns or continuing resolutions; the concentration of the Company’s revenue among a limited number of customers and contracts, and the extent to which significant license revenue recognized in a particular quarter may not recur; fluctuations in quarterly results, revenue mix, and gross margin; the Company’s ability to sustain profitability, and the extent to which increases in operating expenses may outpace revenue growth; the timing of customer invoicing and the collectability of accounts receivable; the Company’s liquidity and its ability to obtain additional financing on acceptable terms, or at all; risks relating to the integration of ZTC and the realization of the anticipated benefits of the acquisition; market acceptance of new products and offerings, including the Company’s SaaS and API offerings; the extent to which the Company’s performance in third-party benchmark evaluations translates into customer adoption; the Company’s ability to execute on its goals and strategies; its future business development, financial condition, results of operations, and cash flows; competitive dynamics and changes in the markets in which the Company operates; macroeconomic and geopolitical conditions, including inflation, interest rates, tariffs, trade policy, and currency fluctuations; the Company’s ability to attract, retain, and develop talent; cybersecurity incidents and information technology disruptions; the Company’s ability to protect its intellectual property; the impact of artificial intelligence and other emerging technologies on the Company’s business; supply chain disruptions; changes in laws, regulations, and government policies, including tax, trade, data privacy, biometric privacy, environmental, and AI-related regulation; legal proceedings and regulatory inquiries; climate-related risks and the Company’s sustainability initiatives; and the other risks and uncertainties described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as updated by the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. You should not place undue reliance on any forward-looking statement. All forward-looking statements contained in this earnings release speak only as of the date of this earnings release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise that may arise after the date of this Earnings Release.

RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
 
  Three Months Ended September 30,   Nine Months Ended September 30,  
  2026   2025   2026   2025  
Sales $ 8,004,768     $ 5,349,990     $ 15,646,391     $ 13,492,434    
Cost of sales   814,755       1,143,475       1,884,023       2,777,639    
Gross profit   7,190,013       4,206,515       13,762,368       10,714,795    
                         
Operating expenses:                        
Selling, general and administrative   3,914,393       2,363,822       10,174,761       6,162,114    
Research and development   2,677,311       1,907,815       6,834,845       4,811,387    
Total operating expenses   6,591,704       4,271,637       17,009,606       10,973,501    
Operating (loss) income   598,309       (65,122 )     (3,247,238 )     (258,706 )  
                         
Other income (expense)                        
Interest income (expense)   19,994       (26,449 )     11,284       (49,544 )  
Other income (expense)   (3,643 )     –       (4,092 )     –    
Total other income (expense), net   16,351       (26,449 )     7,192       (49,544 )  
(Loss) income before tax   614,660       (91,571 )     (3,240,046 )     (308,250 )  
Provision for (benefit from) income taxes   —       661,795       —       600,476    
Net (loss) income $ 614,660     $ (753,366 )   $ (3,240,046 )   $ (908,726 )  
                         
Earnings (loss) per share — basic $ 0.03     $ (0.05 )   $ (0.18 )   $ (0.06 )  
Earnings (loss) per share — diluted $ 0.03     $ (0.05 )   $ (0.18 )   $ (0.06 )  
Weighted-average shares — basic   19,153,870       15,021,650       18,295,563       15,002,111    
Weighted-average shares — diluted   22,881,629       15,021,650       18,295,563       15,002,111    
                                 

RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 
  September 30,
2026
(Unaudited)
  December 31,
2025
 
Assets            
Current assets:            
Cash $ 7,473,292     $ 270,560    
Accounts receivable, net   11,098,334       4,155,230    
Prepaid expenses and other current assets   839,125       420,785    
Total current assets   19,410,751       4,846,575    
             
Property and equipment, net   1,663,635       268,569    
Goodwill   115,124       —    
Intangible assets, net   688,554       5,519    
Operating lease right-of-use asset   873,106       1,088,181    
Capitalized software, net   2,149,660       726,582    
Other assets   42,326       30,195    
Total non-current assets   5,532,405       2,119,046    
             
Total assets $ 24,943,156     $ 6,965,621    
             
Liabilities and stockholders’ equity (deficit)            
Current liabilities:            
Accounts payable and accrued expenses $ 2,087,167     $ 2,802,961    
Acquisition consideration payable   385,976       —    
Deferred revenue   1,847,714       1,382,995    
Line of credit   —       1,839,891    
Current portion of operating lease liabilities   312,167       306,113    
Total current liabilities   4,633,024       6,331,960    
             
Long-term operating lease liabilities   679,370       912,229    
Deferred tax liability   13,703       13,703    
Other long-term liabilities   8,879       —    
Total long-term liabilities   701,952       925,932    
             
Total liabilities   5,334,976       7,257,892    
Commitments and contingencies            
Stockholders’ equity:            
Common stock, par value $0.01; 100,000,000 shares authorized; 19,560,771
and 15,021,650 shares issued and outstanding as of September 30, 2026, and
December 31, 2025, respectively
  195,608       150,217    
Additional paid-in capital   27,321,562       4,226,455    
Accumulated deficit   (7,908,990 )     (4,668,943 )  
Total stockholders’ equity (deficit)   19,608,180       (292,271 )  
Total liabilities and stockholders’ equity $ 24,943,156     $ 6,965,621    
                 

RANK ONE COMPUTING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
 
  Nine Months Ended September
30,
 
  2026   2025  
Cash flows from operating activities:            
Net loss $ (3,240,046 )   $ (908,726 )  
Adjustments to reconcile net loss to net cash used in
   operating activities:
           
Stock-based compensation   948,286       359,913    
Depreciation and amortization   417,971       103,519    
Non-cash lease expense   263,137       203,158    
Foreign currency transaction loss   3,643       –    
Change in expected credit losses   42,624       160,498    
Changes in assets and liabilities:            
    Accounts receivable, net   (6,707,467 )     (2,581,285 )  
    Prepaid expenses and other current assets   (641,781 )     119,765    
    Deferred tax asset   —       787,017    
    Other assets   (12,131 )     —    
    Deferred revenue   464,719       (78,356 )  
    Accounts payable and accrued expenses   (724,196 )     876,367    
    Lease liability   (274,867 )     (198,844 )  
    Other long term liabilities   8,879       —    
        Net cash used in operating activities   (9,451,229 )     (1,156,974 )  
             
Cash flows from investing activities:            
Purchases of property and equipment   (1,571,867 )     —    
Acquisition of business, net of cash acquired   (90,884 )     —    
Capitalized software   (1,654,283 )     (490,761 )  
        Net cash used in investing activities   (3,317,034 )     (490,761 )  
             
Cash flows from financing activities:            
Net proceeds from issuance of common stock   21,709,069       —    
Proceeds from the exercise of stock options   101,817       8,106    
Proceeds from (repayment of) the line of credit, net   (1,839,891 )     985,344    
        Net cash provided by financing activities   19,970,995       993,450    
             
Net change in cash   7,202,732       (654,285 )  
Cash at beginning of period   270,560       726,436    
Cash at end of period $ 7,473,292     $ 72,151    
Supplemental disclosures:            
   Cash paid for interest $ 70,848     $ 61,321    
             
NONCASH INVESTING AND FINANCING ACTIVITIES:            
Common stock issued as consideration for business acquisition $ 608,124     $ —    
Business acquisition consideration payable $ 385,976     $ —    
Fair value of warrants issued with initial public offering $ 936,042     $ —    
Deferred offering costs reclassified to additional paid-in capital $ 226,798     $ —    
                 

RANK ONE COMPUTING CORPORATION
DISAGGREGATION OF REVENUE
Unaudited
 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2026   2025   2026   2025  
ROC SDK $ 2,611,483   $ 1,721,238   $ 5,488,676   $ 4,263,378  
ROC Watch   792,386     2,521,647     1,929,986     4,948,879  
ROC ABIS   2,159,725     286,556     2,393,191     326,108  
ROC Enroll   58,920     38,113     183,514     312,573  
ROC Evidence   62,810     —     80,310     —  
Total Product Revenue   5,685,324     4,567,554     10,075,677     9,850,938  
R&D Contracts   2,153,588     782,436     5,369,439     3,641,496  
Service Contracts   165,856     —     201,275     —  
Total Revenue $ 8,004,768   $ 5,349,990   $ 15,646,391   $ 13,492,434  
                         

Media inquiries:
Matt Aitken, VP of Marketing
media@roc.ai

Investor inquiries:
CORE IR
ir@roc.ai

  • Completed acquisition of Prana Therapies and $120 million concurrent private placement financing, establishing PRA-216 and the INSPIRE-built pipeline as Bolt’s primary development focus
  • Initiated Phase 2 studies with PRA-216, a half-life-extended IL-4Rα/TSLP bispecific, in asthma, atopic dermatitis and chronic obstructive pulmonary disease with initial data expected in 2Q 2027
  • Recently disclosed PRA-216 Phase 1 data provided first clinical validation of PRA-216 and the proprietary INSPIRE multispecific antibody platform with the potential for at-home maintenance dosing every 8 to 12 weeks; a second wholly owned INSPIRE program is expected to enter the clinic and generate initial clinical data in 2H 2027
  • Cash runway expected to fund operations into 2028 through multiple clinical and preclinical milestones

REDWOOD CITY, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — Bolt Biotherapeutics, Inc. (Nasdaq: BOLT), a clinical-stage biotechnology company advancing next-generation, half-life-extended multispecific antibodies, today reported financial results for the third quarter ended September 30, 2026, and provided a business update.

In October, Bolt completed its acquisition of Prana Therapies in a sign-and-close, stock-for-stock reverse merger and closed a concurrent $120 million private placement financing with leading healthcare institutional investors. Following the transaction, Prana’s pipeline became the primary development focus of the company, led by flagship program PRA-216, an IL-4Rα/TSLP bispecific antibody in Phase 2 development across multiple high-value inflammatory indications. In connection with the transaction, Sheila Gujrathi, M.D., Co-Founder and former Chief Executive Officer of Prana, was appointed Chief Strategy Officer of Bolt and joined the company’s Board of Directors.

“The transaction and financing provide us with the capital and public-company foundation to advance PRA-216 and the broader INSPIRE pipeline through what we believe will be an exciting and highly data-rich period ahead,” said Sheila Gujrathi, M.D., Chief Strategy Officer of Bolt Biotherapeutics. “PRA-216 is our flagship program and the first clinical validation of the INSPIRE platform. It is now in Phase 2 development in asthma, COPD and atopic dermatitis, with an additional study planned in eosinophilic esophagitis, and we expect patient proof-of-concept data across all four studies beginning in the second quarter of 2027. These studies will evaluate the potential of PRA-216 to move beyond the efficacy ceiling of single-mechanism therapies by combining complementary IL-4Rα and TSLP inhibition, while offering the potential convenience of infrequent, at-home dosing. Beyond PRA-216, we look forward to advancing additional wholly owned programs from INSPIRE as we work to build a new generation of differentiated multispecific therapies.”

“Completing the Prana acquisition marks an important transformation for Bolt,” said Willie Quinn, President and Chief Executive Officer of Bolt Biotherapeutics. “With a strong balance sheet, an advanced clinical program and a differentiated platform, we believe we are well positioned to execute against the important milestones ahead.”

Third Quarter 2026 Financial Results

  • Cash and Financing– In October 2026, subsequent to the end of the third quarter, Bolt completed a private placement financing resulting in approximately $120 million in gross proceeds. The financing is expected to fund the company’s operations into 2028 and through multiple anticipated clinical and preclinical milestones.
  • Collaboration Revenue – Total collaboration revenue was zero for the quarter ended September 30, 2026, compared to $2.2 million for the same quarter in 2025. Revenue in the comparative periods was generated from services performed under the R&D collaborations as we fulfill our performance obligations. 
  • Research and Development (R&D) Expenses – R&D expenses were $2.2 million for the quarter ended September 30, 2026, compared to $6.5 million for the same quarter in 2025. The decrease between the comparable periods was mainly due to a R&D tax incentive, a decrease in salary and related expenses primarily as a result of our restructuring, and overall lower research and development activities. 
  • General and Administrative (G&A) Expenses – G&A expenses were $2.5 million for the quarter ended September 30, 2026, compared to $3.3 million for the same quarter in 2025. The decrease between the comparable periods was mainly due to a decrease in salary and related expenses primarily as a result of our restructuring as well as lower personnel expenses.
  • Loss from Operations – Loss from operations was $4.7 million for the quarter ended September 30, 2026, compared to $7.7 million for the same quarter in 2025.

Subsequent Events

  • Merger with Prana Therapies: Bolt acquired Prana on October 23, 2026 through the issuance of 430,746 shares of common stock and 16,360.929 shares of Series D non-voting preferred stock, each share of which is convertible into 1,000 shares of Common Stock. Bolt will call and hold stockholders’ meetings as soon as practicable to approve the conversion of the Series D Preferred Stock into Common Stock, and other matters as specified in the Merger Agreement. Bolt will provide the disclosures required by ASC 805, Business Combinations, once they are ready and no later than January 8, 2027. 
  • Private Placement: Concurrent with the acquisition of Prana, Bolt sold and issued 13,995.311 shares of Series D Preferred Stock and accompanying warrants for aggregate gross proceeds of $120.0 million (not including any cash proceeds that may be received upon the exercise of such warrants), before deducting placement agent fees and other offering expenses.
  • Shares Outstanding: After the acquisition of Prana and the Private Placement, subject to stockholder approval of the conversion of the Series D non-voting convertible preferred stock, Bolt is expected to have approximately 34.2 million shares of common stock outstanding on an as-converted basis, before giving effect to the exercise of the PIPE warrants
  • Lease Termination: Following the October 2026 acquisition of Prana, the Chesapeake Master Lease has been terminated with an effective lease expiration date of January 1, 2027.

About Bolt Biotherapeutics, Inc.
Bolt Biotherapeutics is a clinical-stage biotechnology company pioneering a new generation of half-life-extended multispecific antibodies designed to deliver best-in-disease therapies. Through the proprietary INSPIRE platform it acquired from Prana Therapies, the company combines complementary therapeutic mechanisms in fully IgG-based molecules designed for differentiated efficacy, extended exposure, and convenient dosing.

The company’s lead program, PRA-216, is a novel IL-4Rα/TSLP bispecific antibody currently in Phase 2 development in asthma, chronic obstructive pulmonary disease, and atopic dermatitis, with a fourth Phase 2 study planned in eosinophilic esophagitis. In addition to PRA-216, Bolt Biotherapeutics is advancing a wholly owned pipeline of additional INSPIRE-based multispecific programs across diseases with significant unmet need.

Bolt’s pipeline also includes BDC-4182, a claudin 18.2-targeting Boltbody™ ISAC.

For more information, please visit https://www.boltbio.com/.

Forward-Looking Statements
This press release contains forward-looking statements about us and our industry that involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this press release, including, without limitation, statements regarding Bolt, Prana, the concurrent private placement financing and the acquisition of Prana by Bolt (the “Transactions”) and other matters, including, without limitation, statements regarding: the Transactions, including any additional gross proceeds that may be received upon exercise, if any, of accompanying warrants, if any, and the expected effects, perceived benefits or opportunities and related timing with respect thereto; expectations regarding or plans for the company’s pipeline, including its ongoing and planned clinical trials, research and development programs and the expected timing for key milestones, including the release of clinical data; the potential benefits of PRA-216 and Prana’s other clinical programs; and expectations regarding the use of proceeds from the concurrent private placement financing and cash runway expectations therefrom, including such proceeds funding the company through key clinical milestones; and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “on track,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this press release and information contained in this press release should not be relied upon as representing our estimates as of any subsequent date. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the company’s ability to realize the anticipated benefits from the transactions, including as a result of its failure to receive the requisite stockholder approvals; investors in the private placement may not exercise their warrants and the company may not receive any additional proceeds therefrom; the potential product candidates that we develop may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; clinical trials may not confirm any safety, potency or other product characteristics described or assumed in this press release; such product candidates may not be beneficial to patients or become commercialized; and our ability to maintain our current collaborations and establish further collaborations. These risks are not exhaustive. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause actual results to differ materially from the results anticipated by our forward-looking statements is included in the reports we have filed or will file with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These filings, when available, are available on the investor relations section of our website at investors.boltbio.com and on the SEC’s website at www.sec.gov.

Contacts:    
Christina Trout
VP, Corporate Development
(650) 665-9295
investors@pranatherapies.com

Matthew DeYoung
Argot Partners
(212) 600-1902
boltbio@argotpartners.com

BOLT BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited, in thousands, except share and per share amounts)
             
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Collaboration revenue   $ —     $ 2,169     $ 31     $ 5,195  
Operating expenses:                        
Research and development     2,209       6,535       12,187       23,545  
General and administrative     2,521       3,337       7,741       10,678  
Impairment charges     —       —       808       —  
Total operating expense     4,730       9,872       20,736       34,223  
Loss from operations     (4,730 )     (7,703 )     (20,705 )     (29,028 )
Other income (expense), net:                        
Interest income, net     145       477       599       2,129  
Other income, net     163       82       557       154  
Total other income (expense), net     308       559       1,156       2,283  
Net loss     (4,422 )     (7,144 )     (19,549 )     (26,745 )
Net unrealized gain (loss) on marketable securities     1       (4 )     (22 )     (107 )
Comprehensive loss   $ (4,421 )   $ (7,148 )   $ (19,571 )   $ (26,852 )
Net loss per share, basic and diluted   $ (2.25 )   $ (3.72 )   $ (10.09 )   $ (13.94 )
Weighted-average shares outstanding, basic and diluted     1,966,084       1,919,441       1,936,954       1,918,014  
                                 

BOLT BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
             
    September 30,     December 31,  
    2026     2025  
Assets            
Current assets:            
Cash and cash equivalents   $ 13,782     $ 11,703  
Short-term investments     1,016       15,802  
Restricted cash     200       200  
Prepaid expenses and other current assets     2,082       2,555  
Total current assets     17,080       30,260  
Property and equipment, net     341       1,245  
Operating lease right-of-use assets     16,367       19,230  
Restricted cash, non-current     1,538       1,538  
Long-term investments     247       4,337  
Other assets     18       138  
Total assets   $ 35,591     $ 56,748  
Liabilities and stockholders’ equity            
Current liabilities:            
Accounts payable   $ 633     $ 1,443  
Accrued expenses and other current liabilities     3,385       3,717  
Deferred revenue     1,066       449  
Operating lease liabilities     3,231       2,826  
Total current liabilities     8,315       8,435  
Operating lease liabilities, net of current portion     17,658       20,132  
Deferred revenue, non-current     924       1,544  
Other long-term liabilities     132       132  
Total liabilities     27,029       30,243  
Commitments and contingencies            
Stockholders’ equity:            
Common stock     —       —  
Additional paid-in capital     488,933       487,305  
Accumulated other comprehensive loss     (43 )     (21 )
Accumulated deficit     (480,328 )     (460,779 )
Total stockholders’ equity     8,562       26,505  
Total liabilities and stockholders’ equity   $ 35,591     $ 56,748  
                 

BOLT BIOTHERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
       
    Nine Months Ended September 30,  
    2026     2025  
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net loss   $ (19,549 )   $ (26,745 )
Adjustments to reconcile net loss to net cash used in operating activities:            
Depreciation and amortization     440       1,036  
Stock-based compensation expense     1,603       1,741  
Accretion of discount on marketable securities     (132 )     (509 )
Gain on sale of property and equipment     (245 )     (288 )
Asset impairment     808       —  
Non-cash lease expense     2,055       1,875  
Changes in operating assets and liabilities:            
Prepaid expenses and other assets     593       (322 )
Accounts payable and accrued expenses     (1,142 )     (5,233 )
Operating lease liabilities     (2,069 )     (1,620 )
Deferred revenue     (3 )     (2,762 )
Other long-term liabilities     —       133  
Net cash used in operating activities     (17,641 )     (32,694 )
CASH FLOWS FROM INVESTING ACTIVITIES:            
Purchases of property and equipment     (13 )     (72 )
Proceeds from sales of property and equipment     722       963  
Purchases of marketable securities     (1,230 )     (17,176 )
Maturities of marketable securities     20,216       59,513  
Net cash provided by investing activities     19,695       43,228  
CASH FLOWS FROM FINANCING ACTIVITIES:            
Proceeds from issuance of common stock     25       14  
Net cash provided by financing activities     25       14  
NET INCREASE IN CASH     2,079       10,548  
Cash, cash equivalents and restricted cash at beginning of year     13,441       8,970  
Cash, cash equivalents and restricted cash at end of period   $ 15,520     $ 19,518  
Reconciliation of cash, cash equivalents and restricted cash:            
Cash and cash equivalents   $ 13,782     $ 17,753  
Restricted cash     1,738       1,765  
Total cash, cash equivalents and restricted cash   $ 15,520     $ 19,518  

IRVINE, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — Shimmick Corp. (NASDAQ: SHIM), a leading infrastructure solutions provider in water, electrical and other critical infrastructure construction services, today announced financial results for the third quarter ended October 2, 2026.

Highlights

  • Reported Q3 2026 revenue of $136 million, all of which was driven by Shimmick Projects
    • Total Q3 2026 Shimmick Projects revenue up 28% quarter-over-quarter
  • Reported Q3 2026 gross margin of $17 million, driven by $18 million of gross margin from Shimmick Projects
    • Total Q3 2026 Shimmick Project gross margin up 487 bps quarter-over-quarter
  • Recognized a Q3 2026 net income of $1 million, our first quarter with positive net income since Q3 2023
  • Reported Q3 2026 Adjusted EBITDA of $9 million, up 106% quarter-over-quarter, our fifth consecutive quarter with positive Adjusted EBITDA and trailing-twelve-month of $20 million
  • Reported liquidity of $53 million as of October 2, 2026, an increase of $20 million from Q2 2026
  • Backlog is approximately $907 million ending Q3 2026
    • 2026 fiscal year book-to-burn ratio of 1.3x, with Shimmick Projects now representing approximately 98% of total backlog
  • $401 million of additional new awards pending in electrical and water target markets

“Third quarter results show our strategy working. We returned to positive net income for the first time since the third quarter of 2023, and Shimmick Projects revenue grew 28% year over year as newer, higher-margin work replaced legacy projects,” said Ural Yal, Chief Executive Officer. “We are winning the projects we want, in the markets we want, at the risk profile we want. With strong demand in water and electrical infrastructure and a backlog that is increasingly diversified across markets, funding sources and customers, we expect to continue growing revenue and earnings from here.”

Financial Results

A summary of our results is included in the table below:

  Three Months Ended     Nine Months Ended  
(In millions, except per share data) October 2,
2026
    October 3,
2025
    October 2,
2026
    October 3,
2025
 
Revenue $ 136     $ 142     $ 330     $ 392  
Gross margin   17       11       40       24  
Net income (loss) attributable to Shimmick Corporation   1       (4 )     (9 )     (23 )
Adjusted net income (loss)   4       (0 )     1       (12 )
Adjusted EBITDA   9       4       16       1  
Diluted income (loss) per common share attributable to Shimmick Corporation $ 0.02     $ (0.12 )   $ (0.22 )   $ (0.65 )
Adjusted diluted income (loss) per common share attributable to Shimmick Corporation $ 0.08     $ (0.01 )   $ 0.02     $ (0.36 )
                               

The following table sets forth selected revenue and gross margin data for the three months ended October 2, 2026 compared to the three months ended October 3, 2025:

  Three Months Ended Nine Months Ended  
(In millions, except percentage data) October 2,
2026
    October 3,
2025
    October 2,
2026
    October 3,
2025
 
Shimmick Projects(1)                      
Revenue $ 136     $ 107     $ 320     $ 313  
Gross Margin $ 18     $ 10     $ 38     $ 30  
Gross Margin (%)   13 %     9 %     12 %     10 %
Non-Core Projects(2)                      
Revenue $ (0 )   $ 35     $ 11     $ 80  
Gross Margin $ (1 )   $ 1     $ 2     $ (7 )
Gross Margin (%)   183 %     2 %     18 %     (8 )%
Consolidated Total                      
Revenue $ 136     $ 142     $ 330     $ 392  
Gross Margin $ 17     $ 11     $ 40     $ 24  
Gross Margin (%)   12 %     8 %     12 %     6 %
                               

(1) Shimmick Projects are those projects started after prior ownership that have focused on water, climate resilience, energy transition, and sustainable transportation. 
(2) Projects that started under prior ownership or focus on foundation drilling are referred to as “Non-Core Projects” (formerly referred to as “Legacy and Foundations Projects”).

Shimmick Projects   

Projects started after the AECOM Sale Transaction (“Shimmick Projects”) have focused on critical infrastructure aligned with our strategy, including water, climate resilience, energy transition and sustainable transportation. Revenue recognized on Shimmick Projects was $136 million and $107 million for the three months ended October 2, 2026 and October 3, 2025, respectively. The $29 million increase in revenue was primarily the result of $69 million of increases in revenue from recently awarded projects ramping up. These increases were partially offset by a $14 million decrease in revenue as the result of the completion of a lower margin operation and maintenance project during the third quarter of fiscal year 2025 and $26 million of decreases in revenue from lower activity on projects winding down and completing.

Gross margin recognized on Shimmick Projects was $18 million and $10 million for the three months ended October 2, 2026 and October 3, 2025, respectively. The $8 million increase in gross margin was primarily the result of recently awarded projects ramping up.

Non-Core Projects   

As part of the AECOM Sale Transaction, we acquired projects and backlog that were started under prior ownership (formerly referred to as “Legacy and Foundations Projects”).

Non-Core Projects revenue was $(423) thousand and $35 million for the three months ended October 2, 2026 and October 3, 2025, respectively. The $36 million decrease was primarily the result of the termination of one Non-Core Project in Tennessee during the second quarter of 2026 and the Company working to wind down these Non-Core Projects.

Gross margin recognized on Non-Core Projects was $(1) million for the three months ended October 2, 2026 as compared to $1 million for the three months ended October 3, 2025. The $2 million decrease was primarily the result of favorable cost savings recognized during the three months ended October 3, 2025 which did not reoccur during the three months ended October 2, 2026.

A subset of Non-Core Projects (“Non-Core Loss Projects”) has experienced significant cost overruns due to the COVID pandemic, design issues, legal costs and other factors. In the Non-Core Loss Projects, we have recognized the estimated costs to complete and the loss expected from these projects. If the estimates of costs to complete fixed-price contracts indicate a further loss, the entire amount of the additional loss expected over the life of the project is immediately recognized as a period cost in the cost of revenue. As these Non-Core Loss Projects continue to wind down to completion, no further gross margin will be recognized absent external factors and in some cases, there may be additional costs associated with these projects that could lower gross margin. Revenue recognized on these Non-Core Loss Projects was $(2) million and $31 million for the three months ended October 2, 2026 and October 3, 2025, respectively. Gross margin recognized on these Non-Core Loss Projects was $(1) million and $1 million for the three months ended October 2, 2026 and October 3, 2025, respectively. The decrease in gross margin was primarily the result of the Company working to wind down these Non-Core Projects.

Selling, general and administrative expenses

Selling, general and administrative expenses remained approximately flat period over period.

Equity in earnings of unconsolidated joint ventures

Equity in earnings of unconsolidated joint ventures increased by $1 million during the three months ended October 2, 2026 primarily as the result of an increase in activity on a dam project in the current year as compared to the three months ended October 3, 2025.

Gain on sale of assets, net

Gain on sale of assets, net remained approximately flat period over period.

Interest expense

Interest expense increased by $1 million during the three months ended October 2, 2026 primarily due to the accelerated recognition of remaining unamortized debt issuance expenses resulting from the early repayment of the Ansley Loan Agreement in connection with a refinancing at a lower interest rate during the three months ended October 2, 2026.

Other expense (income), net

Other expense (income), net remained approximately flat period over period.

Income tax expense

Due to an expected loss for the fiscal year ending 2026 and a realized loss for the fiscal year ended 2025, no income tax expense was recorded for either the three months ended October 2, 2026 or the three months ended October 3, 2025.

Net income (loss)

Net income (loss) increased by $5 million to net income of $1 million for the three months ended October 2, 2026, primarily due to an increase in gross margin of $6 million and an increase in equity in earnings of unconsolidated joint ventures of $1 million, partially offset by an increase in interest expense of $1 million, all as described above.

Diluted income per common share attributable to Shimmick Corporation was $0.02 for the three months ended October 2, 2026, compared to diluted loss per common share of $(0.12) for the three months ended October 3, 2025.

Adjusted net income was $4 million for the three months ended October 2, 2026, compared to adjusted net loss of $(236) thousand for the three months ended October 3, 2025.

Adjusted diluted income (loss) per common share attributable to Shimmick Corporation was $0.08 for the three months ended October 2, 2026, compared to $(0.01) for the three months ended October 3, 2025.

Adjusted EBITDA was $9 million for the three months ended October 2, 2026, compared to $4 million for the three months ended October 3, 2025. The increase was primarily the result of the increase in gross margin of $6 million as described above.

“We continued to build financial momentum this quarter, delivering $9 million of adjusted EBITDA, positive net income and increasing liquidity by $20 million sequentially to $53 million,” said Todd Yoder, Executive Vice President and Chief Financial Officer. “With approximately $16 million of adjusted EBITDA year-to-date, we have exceeded the low end of our original $15 million to $30 million full-year range and are narrowing our adjusted EBITDA guidance to $20 million to $25 million. As Shimmick Projects now represent approximately 98% of backlog and Non-Core activity continues to wind down, we are seeing greater stability in gross margins as the earnings and cash-generation potential of the core business begins to emerge.”

Outlook and Guidance

As of November 12, 2026, for the full 2026 fiscal year:

  • We reaffirm our guidance of Consolidated Adjusted EBITDA between $20 million and $25 million, representing year-over-year growth of 350% at the midpoint
  • We now expect consolidated revenue(1) in the range of $500 million and $525 million, representing year-over-year growth of 4% at the midpoint

(1) Includes revenue as well as Shimmick’s proportionate share of work put-in-place from equity method joint ventures.

Conference Call and Webcast Information

Shimmick will host a video webcast conference call on Thursday, November 12, 2026 at 4:30 p.m. Eastern Time. Interested parties are invited to listen to or watch the conference call which can be accessed live-streamed via the Company’s Investor Relations website (https://investors.shimmick.com/). A copy of the earnings call presentation will also be posted to the Company’s website. A replay of the video webcast will be available through the same link following the conference call for a limited time beginning immediately following the call.

About Shimmick Corporation

Shimmick Corporation (“Shimmick”, the “Company”) (NASDAQ: SHIM) is an industry leader in delivering turnkey infrastructure solutions that strengthen critical markets across water, energy, climate resiliency, and sustainable transportation. With a track record that spans over a century, Shimmick, headquartered in California, unites deep engineering heritage with entrepreneurial spirit to tackle today’s most complex infrastructure challenges. We integrate technical excellence with collaborative project delivery methods to provide innovative, technology-driven infrastructure solutions that accelerate economic growth and empower communities nationwide. For more information, visit www.shimmick.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are often characterized by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law.  Forward-looking statements contained in this release include, but are not limited to, statements about: expected future financial performance (including the assumptions related thereto), including our revenue, net income (loss), backlog and Adjusted EBITDA; our growth prospects, including with respect to new awards, certain geographies and our electrical business; our expectations regarding profitability; our strategic transformation towards becoming more capital-efficient business;  our market relationships and reputation; our core capabilities and skillset; the risk profile of our project portfolio; and our capital plans and expectations related thereto. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. 

We wish to caution readers that, although we believe any forward-looking statements are based on reasonable assumptions, certain important factors may have affected and could in the future affect our actual financial results and could cause our actual financial results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on our behalf, including, but not limited to, the following: our ability to accurately estimate risks, requirements or costs when we bid on or negotiate a contract; the impact of our fixed-price contracts; qualifying as an eligible bidder for contracts; the availability of qualified personnel, joint venture partners and subcontractors; inability to attract and retain qualified managers and skilled employees and the impact of loss of key management; higher costs to lease, acquire and maintain equipment necessary for our operations or a decline in the market value of owned equipment; subcontractors failing to satisfy their obligations to us or other parties or any inability to maintain subcontractor relationships; marketplace competition; our inability to obtain bonding; our limited operating history as an independent company following our separation from AECOM, our prior owner our relationship and transactions with our prior owner; our prior owner defaulting on its contractual obligations to us or under agreements in which we are beneficiary; our limited number of customers; any inability to successfully expand our business into new markets or geographies; dependence on subcontractors and suppliers of materials; any inability to secure sufficient aggregates; an inability to complete a merger or acquisition or to integrate an acquired company’s business; adjustments in our contract backlog; accounting for our revenue and costs involves significant estimates, as does our use of the input method of revenue recognition based on costs incurred relative to total expected costs; material impairments; any failure to comply with covenants under any current indebtedness, and future indebtedness we may incur; the adequacy of sources of liquidity; the outcome of any legal or regulatory proceedings to which we are, or may become, a party, including our appeal of the USACE’s notice of termination related to the Chickamauga Lock project; the effectiveness of our disclosure  controls and procedures; cybersecurity attacks against, disruptions, failures or security breaches of, our information technology systems; seasonality of our business; commodity products price fluctuations, inflation (and actions taken by monetary authorities in response to inflation) and/or rising interest rates; climate change; deterioration of the U.S. economy; changes in state and federal laws, regulations or policies under the current presidential administration, including changes in trade policies and regulations, including increases or changes in duties, current and potentially new tariffs or quotas and other similar measures, as well as the impact of retaliatory tariffs and other actions, changes to tax legislation, potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, changes to immigration laws, as well as other legislation and executive orders or decreases or delays in or uncertainties related to governmental spending, and geopolitical risks, including those related to the war between Russia and Ukraine and the conflict and potential regime change in Iran and the associated disruption to the Strait of Hormuz, as well as other hostilities in the Middle East, and related disruptions to global energy markets; and other risks detailed in our filings with the Securities and Exchange Commission, including the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended January 2, 2026 and those described from time to time in our future reports with the SEC.

Non-GAAP Definitions This press release includes unaudited non-GAAP financial measures, adjusted EBITDA and adjusted net income (loss) and adjusted diluted income (loss) per common share. For definitions of these non-GAAP financial measures and reconciliations to the most comparable GAAP measures, see “Explanatory Notes” and tables that follow in this press release. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP.

Please refer to the Reconciliation between Net income (loss) attributable to Shimmick Corporation and Adjusted net income (loss) and Adjusted diluted income (loss) per common share included within Table A and the Reconciliation between Net income (loss) attributable to Shimmick Corporation and Adjusted EBITDA included within Table B below.

We do not provide a reconciliation for forward-looking non-GAAP guidance because we are unable to predict certain items contained in the U.S. GAAP measures without unreasonable efforts. These items may include legal fees and other costs for a Non-Core Loss Project, acquisition-related costs, litigation charges or settlements, and certain other unusual adjustments.

Investor Relations Contact
1-949-704-2350
IR@shimmick.com

 
Shimmick Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(unaudited)
 
    October 2,     January 2,  
    2026     2026  
ASSETS            
             
CURRENT ASSETS            
Cash and cash equivalents   $ 34,237     $ 19,969  
Restricted cash     329       1,890  
Accounts receivable, net     19,216       30,179  
Contract assets, current     155,426       110,276  
Prepaids and other current assets     14,635       13,067  
             
TOTAL CURRENT ASSETS     223,843       175,381  
             
Property, plant and equipment, net     5,298       10,571  
Intangible assets, net     2,158       4,091  
Lease right-of-use assets     14,955       16,466  
Investment in unconsolidated joint ventures     13,553       11,866  
Other assets     413       388  
             
TOTAL ASSETS   $ 260,220     $ 218,763  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
             
CURRENT LIABILITIES            
Accounts payable   $ 90,330     $ 69,542  
Contract liabilities, current     58,998       53,760  
Accrued expenses     30,499       34,172  
Current portion of long-term debt, net     1,916       4,143  
Other current liabilities     31,522       34,499  
             
TOTAL CURRENT LIABILITIES     213,265       196,116  
             
Long-term debt, less current portion, net     72,622       60,316  
Lease liabilities, non-current     10,389       11,913  
Contract liabilities, non-current     410       453  
Contingent consideration     5,470       5,203  
Other liabilities     2,368       1,402  
             
TOTAL LIABILITIES     304,524       275,403  
             
Commitments and Contingencies            
             
STOCKHOLDERS’ DEFICIT            
Common stock, $0.01 par value, 100,000,000 shares authorized as of October 2, 2026 and January 2, 2026; 42,761,763 and 36,035,559 shares issued and outstanding as of October 2, 2026 and January 2, 2026, respectively     428       360  
Additional paid-in-capital     67,580       46,795  
Retained deficit     (112,312 )     (103,795 )
Non-controlling interests     —       —  
             
TOTAL STOCKHOLDERS’ DEFICIT     (44,304 )     (56,640 )
             
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 260,220     $ 218,763  

 
Shimmick Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
 
    Three Months Ended     Nine Months Ended  
    October 2,     October 3,     October 2,     October 3,  
    2026     2025     2026     2025  
Revenue   $ 135,798     $ 141,920     $ 330,447     $ 392,432  
Cost of revenue     118,864       131,131       290,161       368,818  
Gross margin     16,934       10,789       40,286       23,614  
Selling, general and administrative expenses     14,300       14,292       44,745       43,701  
Total operating expenses     14,300       14,292       44,745       43,701  
Equity in earnings of unconsolidated joint ventures     909       312       3,054       851  
Gain on sale of assets, net     62       10       40       80  
Income (loss) from operations     3,605       (3,181 )     (1,365 )     (19,156 )
Interest expense     2,680       1,434       6,892       3,747  
Other expense (income), net     77       (219 )     134       (371 )
Net income (loss) before income tax     848       (4,396 )     (8,391 )     (22,532 )
Income tax expense     —       —       —       —  
Net income (loss)     848       (4,396 )     (8,391 )     (22,532 )
Net income attributable to non-controlling interests     —       —       126       159  
Net income (loss) attributable to Shimmick Corporation   $ 848     $ (4,396 )   $ (8,517 )   $ (22,691 )
Net income (loss) attributable to Shimmick Corporation per common share                        
Basic   $ 0.02     $ (0.12 )   $ (0.22 )   $ (0.65 )
Diluted   $ 0.02     $ (0.12 )   $ (0.22 )   $ (0.65 )

 
Shimmick Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
    Nine Months Ended  
    October 2,     October 3,  
    2026     2025  
             
Cash Flows From Operating Activities            
Net loss   $ (8,391 )   $ (22,532 )
Adjustments to reconcile net loss to net cash used in operating activities:            
Stock-based compensation     2,961       4,520  
Depreciation and amortization     8,426       9,840  
Equity in earnings of unconsolidated joint ventures     (3,054 )     (851 )
Return on investment in unconsolidated joint ventures     1,323       3,802  
Gain on sale of assets, net     (5,477 )     (80 )
Other     4,316       1,542  
Changes in operating assets and liabilities:            
Accounts receivable, net     11,964       1,203  
Contract assets     (45,150 )     (24,430 )
Accounts payable     20,638       25,856  
Contract liabilities     5,237       (55,166 )
Accrued expenses     (3,673 )     (3,022 )
Other assets and liabilities     (3,851 )     (6,414 )
   Net cash used in operating activities     (14,731 )     (65,732 )
Cash Flows From Investing Activities            
Purchases of property, plant and equipment     (1,505 )     (5,862 )
Proceeds from sale of assets     5,134       4,868  
Return of investment in unconsolidated joint ventures     —       2,935  
   Net cash provided by investing activities     3,629       1,941  
Cash Flows From Financing Activities            
Borrowings on credit and loan agreements     56,033       90,581  
Repayments on credit and loan agreements     (50,003 )     (42,079 )
Net proceeds from underwritten equity and At The Market offerings     18,259       —  
Distributions to non-controlling interests     (126 )     —  
Other, net     (354 )     (1,581 )
   Net cash provided by financing activities     23,809       46,921  
Net increase (decrease) in cash, cash equivalents and restricted cash     12,707       (16,870 )
Cash, cash equivalents and restricted cash, beginning of period     21,859       35,795  
Cash, cash equivalents and restricted cash, end of period   $ 34,566     $ 18,925  
Reconciliation of cash, cash equivalents and restricted cash to the            
Condensed Consolidated Balance Sheets            
Cash and cash equivalents   $ 34,237     $ 17,597  
Restricted cash     329       1,328  
Total cash, cash equivalents and restricted cash   $ 34,566     $ 18,925  

EXPLANATORY NOTES
Non-GAAP Financial Measures

Adjusted Net Income (Loss) and Adjusted Diluted Income (Loss) Per Common Share

Adjusted net income (loss) represents Net income (loss) attributable to Shimmick Corporation adjusted to eliminate stock-based compensation, legal fees and other costs for Non-Core Projects and transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner. We have also made an adjustment for transformation costs we have incurred including advisory costs in connection with settling outstanding claims, exiting the Non-Core Projects and transforming the Company to shift our strategy to meet the nation’s growing need for water and other critical infrastructure and grow our business.

We have included Adjusted net income (loss) in this press release because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, we believe that the exclusion of the income and expenses eliminated in calculating Adjusted net income (loss) can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted net income (loss) provides useful information to investors and others in understanding and evaluating our results of operations. 

Our use of Adjusted net income (loss) as an analytical tool has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: 

  • Adjusted net income (loss) does not reflect changes in, or cash requirements for, our working capital needs, 
  • Adjusted net income (loss) does not reflect the potentially dilutive impact of stock-based compensation, and  
  • other companies, including companies in our industry, might calculate Adjusted net income (loss) or similarly titled measures differently, which reduces their usefulness as comparative measures. 

Because of these and other limitations, you should consider Adjusted net income (loss) alongside Net income (loss) attributable to Shimmick Corporation, which is the most directly comparable GAAP measure.

Table A

Reconciliation between Net income (loss) attributable to
Shimmick Corporation and Adjusted net income (loss)
(unaudited)
 
  Three Months Ended     Nine Months Ended  
  October 2,     October 3,     October 2,     October 3,  
(In thousands, except per share data) 2026     2025     2026     2025  
Net income (loss) attributable to Shimmick Corporation $ 848     $ (4,396 )   $ (8,517 )   $ (22,691 )
Transformation costs(1)   90       142       418       1,582  
Stock-based compensation   1,058       1,202       2,961       4,520  
Legal fees and other costs for Non-Core Projects(2)   1,482       2,652       5,484       3,746  
Other(3)   71       164       268       397  
Adjusted net income (loss) $ 3,549     $ (236 )   $ 614     $ (12,446 )
Adjusted net income (loss) attributable to Shimmick Corporation per common share                      
Basic $ 0.08     $ (0.01 )   $ 0.02     $ (0.36 )
Diluted $ 0.08     $ (0.01 )   $ 0.02     $ (0.36 )
                               

(1) Consists of transformation-related costs we have incurred including advisory costs in connection with settling outstanding claims in connection with exiting certain Non-Core Projects as part of the Company’s growth strategy to address and capitalize on the nation’s growing need for water and other critical infrastructure.
(2) Consists of legal fees and other costs incurred in connection with claims relating to Non-Core Projects.
(3) Consists of transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.

Adjusted EBITDA

Adjusted EBITDA represents our Net income (loss) attributable to Shimmick Corporation before interest expense, income tax expense and depreciation and amortization, adjusted to eliminate stock-based compensation, legal fees and other costs for Non-Core Projects and transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner. We have also made an adjustment for transformation costs we have incurred including advisory costs in connection with settling outstanding claims, exiting the Non-Core Projects and transforming the Company to shift our strategy to meet the nation’s growing need for water and other critical infrastructure and grow our business.

We have included Adjusted EBITDA in this press release because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, we believe that the exclusion of the income and expenses eliminated in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations.   

Our use of Adjusted EBITDA as an analytical tool has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:

  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized might have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements,
  • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs,
  • Adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation,
  • Adjusted EBITDA does not reflect interest or tax payments that would reduce the cash available to us, and
  • other companies, including companies in our industry, might calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.

Because of these and other limitations, you should consider Adjusted EBITDA alongside Net income (loss) attributable to Shimmick Corporation, which is the most directly comparable GAAP measure.

Table B

Reconciliation between Net income (loss) attributable to
Shimmick Corporation and Adjusted EBITDA
(unaudited)
 
    Three Months Ended     Nine Months Ended  
    October 2,     October 3,     October 2,     October 3,  
(In thousands)   2026     2025     2026     2025  
Net income (loss) attributable to Shimmick Corporation   $ 848     $ (4,396 )   $ (8,517 )   $ (22,691 )
Interest expense     2,680       1,434       6,892       3,747  
Income tax expense     —       —       —       —  
Depreciation and amortization     2,676       3,131       8,426       9,840  
Transformation costs(1)     90       142       418       1,582  
Stock-based compensation     1,058       1,202       2,961       4,520  
Legal fees and other costs for Non-Core Projects(2)     1,482       2,652       5,484       3,746  
Other(3)     71       164       268       397  
Adjusted EBITDA   $ 8,905     $ 4,329     $ 15,932     $ 1,141  
                                 

(1) Consists of transformation-related costs we have incurred including advisory costs in connection with settling outstanding claims in connection with exiting certain Non-Core Projects as part of the Company’s growth strategy to address and capitalize on the nation’s growing need for water and other critical infrastructure. 
(2) Consists of legal fees and other costs incurred in connection with claims relating to Non-Core Projects.
(3) Consists of transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.

  • Completed enrollment and randomization of the 4FRONT-2 Global Phase 3 clinical trial, the second of two pivotal trials of 4D-150 in wet AMD; topline data for 4FRONT-1 and 4FRONT-2 expected in Q2 2027 and H2 2027, respectively
  • Presented 2-year data from PRISM and SPECTRA clinical trials of 4D-150 in wet AMD and DME, highlighting durable clinical activity and favorable, predictable safety profile   
  • Initiated 4SIGHT Global Phase 3 clinical trial of 4D-150 in DME, advancing 4D-150 into second multi-billion-dollar retinal disease market with significant unmet need
  • Strengthened regulatory affairs and quality teams through the hire of Eric Floyd, PhD, MBA, as Chief Regulatory & Quality Officer
  • $375 million in cash, cash equivalents and marketable securities expected to fund current operating plan into second half of 2028

EMERYVILLE, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — 4D Molecular Therapeutics (Nasdaq: FDMT, 4DMT or the Company), a leading late-stage biotechnology company advancing durable and disease-targeted therapeutics with the potential to transform treatment paradigms and provide unprecedented benefits to patients, today reported Q3 2026 financial results, provided operational highlights and outlined expected upcoming milestones.        

“Over the past quarter, 4DMT continued to progress 4D-150 as a potential backbone therapy for continuous control of VEGF-driven retinal diseases through completion of randomization in the second of two pivotal Phase 3 trials in wet AMD,” said David Kirn, MD, Co-founder, President and Chief Executive Officer of 4DMT. “In addition, we initiated the global Phase 3 4SIGHT program in DME, expanding the opportunity for 4D-150 into a second multi-billion-dollar retinal disease market with significant unmet need. We also welcomed Dr. Eric Floyd to our executive team, providing experienced leadership for our regulatory team. We are well positioned heading into 2027, which we anticipate will be a transformative year for the Company following expected topline readouts from both 4FRONT Phase 3 trials in wet AMD.”

Recent Highlights and Expected Milestones

  • Corporate Highlights:
    • Strengthened leadership of Regulatory and Quality teams:
      • Hired Dr. Eric Floyd as Chief Regulatory & Quality Officer. Dr. Floyd will oversee regulatory strategy, global engagements with regulatory authorities, quality assurance and quality control. Prior to joining 4DMT, Dr. Floyd served as Chief Regulatory Officer at Silence Therapeutics and Neurogene. He has held senior regulatory affairs and/or quality positions at large pharmaceutical companies including Merck, Sanofi and Novartis
    • Company hosted an Investor Day in New York City on October 21, 2026:
      • Provided insights into the current treatment landscape and unmet needs in wet age-related macular degeneration (wet AMD), the potential target product profile of 4D-150 and the commercial potential for 4D-150 to meaningfully improve patient outcomes
  • 4D-150 for Wet Age-related Macular Degeneration (AMD):
    • 4FRONT Global Phase 3 Program:
      • 4FRONT-1, North American Clinical Trial: 
        • Enrollment completed in February 2026 and randomization completed (N=523) in March 2026; topline data expected in Q2 2027 
      • 4FRONT-2, Global Clinical Trial:
        • Enrollment completed in June 2026 and randomization completed (N=531) in August 2026; topline data expected in H2 2027
    • PRISM Phase 1/2 Clinical Trial:
      • Presented positive Phase 2b 2-year data in a broad patient population, including the recently diagnosed subgroup population most comparable to the 4FRONT Phase 3 population, at the American Society of Retina Specialists (ASRS) Annual Meeting on July 18, 2026, demonstrating durable maintenance of best corrected visual acuity (BCVA), control of central subfield thickness (CST) and clinically meaningful reduction in treatment burden, with a favorable and predictable safety profile
  • 4D-150 for Diabetic Macular Edema (DME):
    • 4SIGHT Global Phase 3 Clinical Trial: 
      • Initiated 4SIGHT, a global Phase 3 multicenter, randomized, double-masked, aflibercept 2 mg (Q8W) comparator-controlled trial of intravitreal 4D-150 in treatment-naïve patients with DME (N=514)
      • All patients will receive five aflibercept loading doses. The primary endpoint is non-inferiority in the mean change from baseline in BCVA at Week 52. The key secondary endpoints are treatment burden reduction, comparing the number of aflibercept injections received in the 4D-150 arm versus the aflibercept comparator arm through Week 52, and the proportion of participants with a ≥2-step improvement from baseline in Early Treatment Diabetic Retinopathy Study Diabetic Retinopathy Severity Scale (ETDRS-DRSS) at Week 52
    • SPECTRA Part 1 Clinical Trial:
      • Updated 2-year data from SPECTRA Part 1 clinical trial in DME continue to demonstrate a favorable and predictable safety profile, durable vision and anatomic improvements and clinically meaningful treatment burden reduction
  • 4D-175 for Geographic Atrophy:  
    • Company maintains an active IND and is evaluating opportunities to advance the program into the clinic
  • 4D-710 for Cystic Fibrosis:  
    • AEROW Phase 1/2 clinical trial and program update expected at year-end

Q3 2026 Financial Results

Cash Position: Cash, cash equivalents and marketable securities were $375.0 million as of September 30, 2026, as compared to $514.0 million as of December 31, 2025. Based on our current operating plan, we estimate that our existing cash, cash equivalents and marketable securities, and expected payments under our collaboration agreement with Otsuka Pharmaceutical Co., Ltd. (Otsuka), will be sufficient to fund our operating expenses and capital expenditure requirements at least into the second half of 2028.   

Collaboration and License Revenue: Collaboration and license revenue was $4.1 million for the third quarter of 2026, as compared to $0.1 million for the third quarter of 2025. The increase in revenue was primarily due to clinical trial cost sharing and reimbursement from Otsuka.

R&D Expenses: Research and development expenses were $69.8 million for the third quarter of 2026, as compared to $49.4 million for the third quarter of 2025. This increase was primarily driven by execution of 4D-150 Phase 3 clinical trials in wet AMD.

G&A Expenses: General and administrative expenses were $15.6 million for the third quarter of 2026, as compared to $11.8 million for the third quarter of 2025.

Net Loss: Net loss was $78.1 million for the third quarter of 2026, as compared to net loss of $56.9 million for the third quarter of 2025.

About 4DMT  

4DMT is a leading late-stage biotechnology company advancing durable and disease-targeted therapeutics with the potential to transform treatment paradigms and provide unprecedented benefits to patients. The Company’s lead product candidate, 4D-150, is designed to be a backbone therapy forming the foundation for treatment of blinding VEGF-driven retinal diseases by providing multi-year sustained delivery of anti-VEGF biologics (aflibercept and anti-VEGF-C) with a single intravitreal injection, which substantially reduces the treatment burden associated with current bolus injections. The Company’s lead indication for 4D-150 is wet age-related macular degeneration, and the second indication is diabetic macular edema, which are both in Phase 3 development. The Company’s second product candidate is 4D-710, which is the first known genetic medicine to demonstrate successful delivery and expression of the CFTR transgene in the lungs of people with cystic fibrosis after aerosol delivery. 4D Molecular Therapeutics™, 4DMT™, Therapeutic Vector Evolution™, Backbone 4 Retina™ and the 4DMT logo are trademarks of 4DMT.

All of the Company’s product candidates are in clinical or preclinical development and have not yet been approved for marketing by the U.S. Food and Drug Administration or any other regulatory authority. No representation is made as to the safety or effectiveness of the Company’s product candidates for the therapeutic uses for which they are being studied.

Learn more at www.4DMT.com and follow us on LinkedIn. 

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, implied and express statements regarding the therapeutic potential and clinical benefits of, as well as the plans, announcements and related timing for, the clinical development of our product candidates and regulatory interactions, and statements regarding our financial performance, results of operations and anticipated cash runway. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target,” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including risks and uncertainties that are described in greater detail in the section entitled “Risk Factors” in 4D Molecular Therapeutics’ most recent Quarterly Report on Form 10-Q to be filed on or about the date hereof, as well as any subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent 4D Molecular Therapeutics’ views only as of today and should not be relied upon as representing its views as of any subsequent date. 4D Molecular Therapeutics explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

4D Molecular Therapeutics, Inc.            
Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)

 
    Three months ended
September 30,
    Nine months ended
September 30,
 
    2026     2025     2026     2025  
Revenue:                        
Collaboration and license revenue   $ 4,145     $ 90     $ 10,974     $ 119  
Operating expenses:                        
Research and development     69,776       49,438       203,038       138,088  
General and administrative     15,587       11,837       39,798       36,293  
Total operating expenses     85,363       61,275       242,836       174,381  
Loss from operations     (81,218 )     (61,185 )     (231,862 )     (174,262 )
Other income, net     3,162       4,309       12,111       14,756  
Net loss   $ (78,056 )   $ (56,876 )   $ (219,751 )   $ (159,506 )
Net loss per share, basic and diluted   $ (1.08 )   $ (1.01 )   $ (3.13 )   $ (2.85 )
Weighted-average shares outstanding used in computing net loss per share, basic and diluted     72,251,127       56,126,330       70,211,785       55,933,890  

4D Molecular Therapeutics, Inc.
Balance Sheet Data
(in thousands)
(Unaudited)

 
    September 30,     December 31,  
    2026     2025  
Cash, cash equivalents and marketable securities   $ 375,033     $ 514,034  
Total assets     428,749       566,711  
Total liabilities     90,806       61,047  
Accumulated deficit     (936,056 )     (716,304 )
Total stockholders’ equity     337,943       505,664  


Contacts:

Media:

Jenn Gordon 
dna Communications 
Media@4DMT.com

Investors:

Julian Pei
Head of Investor Relations and Strategic Finance
Investor.Relations@4DMT.com

Ended Third Quarter 2026 With $161.6 Million in Cash, Cash Equivalents, and Short Term Investments, and No Debt

BOSTON, Nov. 12, 2026 (GLOBE NEWSWIRE) — Merlin, Inc. (Nasdaq: MRLN), an aerospace and defense technology company building the operating system of record for autonomous flight, today announced operating and financial results for its third quarter ended September 30, 2026.

Business Highlights

  • USSOCOM C-130J contract progress. On November 10, 2026, Merlin announced it was awarded a new task order worth $8.9 million for the next phase of its C-130J autonomy program with the U.S. Special Operations Command (USSOCOM).
  • AFRICOM. On November 11 2026, Merlin announced it had been selected by U.S. Africa Command (USAFRICOM) for the initial phase of its Autonomous Casualty Evacuation (CASEVAC) Industry Technology Challenge. Included with the selection, Merlin received a $500,000 contract, which will fund a demonstration of Merlin Pilot™ autonomously executing a CASEVAC mission using a Cessna 208B Grand Caravan.
  • Texas Project Nexus eIPP Demonstration. In early September 2026, Merlin participated as an invited guest in the kickoff event for the Texas Department of Transportation’s (TxDOT) Electric Vertical Takeoff and Landing (eVTOL) Integration Pilot Program (eIPP).

“We’re advancing our defense programs in the places our customers need autonomy most,” said Matt George, CEO of Merlin. “The new $8.9 million task order with USSOCOM moves our C-130J autonomy program into its integration phase, laying the groundwork for future flight demonstrations and production revenue with SOCOM and ultimately the global C-130J fleet including hundreds of aircraft. Additionally, USAFRICOM selected Merlin to demonstrate Merlin Pilot flying casualty evacuation missions, where time is critical and logistics are complex, on an aircraft we already fly. Every new program builds on the work that came before, and we believe that compounding advantage, paired with disciplined use of our capital, marks meaningful progress toward autonomy for any aircraft.”

Third Quarter 2026 Financial Results

  • Third quarter 2026 total revenue of $3.5 million, compared to $2.2 million in the second quarter of 2026
  • Third quarter 2026 GAAP net income of $73.8 million, compared to a loss of $(58.4) million in the second quarter of 2026
  • Third quarter 2026 Adjusted EBITDA* loss of $(24.1) million, compared to an Adjusted EBITDA loss of $(27.8) million in the second quarter of 2026
  • Cash, cash equivalents, and short-term investments of $161.6 million at September 30, 2026, compared to $183.9 million at June 30, 2026

∗ For all Non-GAAP financial measures, see the reconciliation table at the end of this earnings release for further discussion

Business Outlook

Merlin’s planning process for 2027 is underway. We expect to bring our 2027 operating expenses meaningfully below our 2026 level. We will do that by concentrating our investment on the programs and customers with funded work and a clear path to revenue. Our objective is a lower, more focused cost base that preserves our balance sheet and funds our plan into 2029, without depending on capital raises.

Mr. George commented, “the goal of our planning process is to ensure that we not only meet the opportunities presented by our current contracts, but also the broader market potential we detailed on last quarter’s call. We believe that it is imperative for Merlin to continue to advance the Merlin Pilot, but it is also imperative that we demonstrate discipline in the investments we make along the way.”

Conference Call Details

Merlin will host a live webcast on November 12, 2026 beginning at 4:30 pm ET to discuss its third quarter 2026 financial results. A registration link as well as the live webcast will be accessible on the Company’s investor relations website at investors.merlinlabs.com. A replay will be available for a limited period following the call.

About Merlin

Merlin is an aerospace and defense technology company building the operating system of record for autonomous flight. Through a first-principles approach, Merlin is redefining what’s possible across aviation, aerospace, and defense with the goal of delivering full-stack autonomy for any aircraft, military or civilian, from takeoff to touchdown. The Merlin Pilot system powers a growing range of aircraft and mission profiles, proven through hundreds of autonomous flights from test facilities across the globe. With $100M+ total in IDIQ contract ceiling value under its C-130J autonomy program with USSOCOM, Merlin is advancing American leadership in autonomous aviation by helping to solve national security challenges through safe, reliable autonomy. To learn more, visit www.merlinlabs.com or follow us on X @merlinaero.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding Merlin’s expected financial performance, Merlin’s 2027 annual operating plan and expected reductions in its operating expenses; the sufficiency of Merlin’s cash to fund its operating plan; expected reductions in engineering costs and regulatory timelines for future programs, expected improvements in platform performance and adaptability from operational data, expected compounding advantages across engineering, regulatory, and data dimensions, Merlin’s competitive position relative to other developers of autonomous flight technology, program milestones and execution timelines, including automated flight targets, the commercial launch and scaling of Condor, including anticipated revenue from platform adaptation, integration, and recurring software licensing arrangements, civil certification progression, including for novel AI/ML-based functionality within Merlin Pilot, commercial pipeline conversion, anticipated market demand for autonomous aviation and Merlin’s estimates of the total addressable market for autonomous flight, platform portability and expansion to additional aircraft types, reduced-crew and single pilot operations, the development and performance of commercial and government partnerships, the deployment of capital resources, including recently completed equity financing, the sufficiency of capital resources to fund operations and milestones, anticipated operating investment and R&D spending levels, and the anticipated contributions of recently joined executive personnel. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will,” and similar terms. These statements reflect management’s current expectations based on information available at the date of this release and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Important factors that could cause actual results to differ materially include, but are not limited to: Merlin’s ability to execute on its defense program obligations, including under the USSOCOM C-130J prime contract and the USAFRICOM contract; the performance, reliability, and scalability of Merlin Pilot across current and future aircraft platforms; Merlin’s dependence on U.S. government contracts and the risk of changes in government budget priorities, procurement decisions, or contract modifications or terminations for convenience; Merlin’s ability to develop, maintain, and scale commercial partnerships; Merlin’s ability to convert its identified pipeline into contracted and awarded revenue; Merlin’s ability to finalize and implement its 2027 operating plan and achieve planned reductions in operating expenses; the risk that Merlin’s cash resources are insufficient to fund its operating plan for the period anticipated; competition from established aerospace and defense companies and other autonomous systems developers; Merlin’s ability to attract and retain key technical, operational, and commercial personnel; the accuracy of Merlin’s estimates of the size of its addressable markets; Merlin’s history of net losses and its ability to achieve and sustain profitability; and the other risks and uncertainties described under “Risk Factors” in our final prospectus, dated May 13, 2026, filed with the SEC on May 13, 2026, and in other documents we subsequently file with the Securities and Exchange Commission. Merlin does not undertake any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Contacts

Investor Relations: investor.relations@merlinlabs.com 

Media: media@merlinlabs.com 

 
MERLIN, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (UNAUDITED)
(in thousands, except share amounts)
 
  As of:
  September 30, 2026   December 31, 2025
ASSETS      
Current assets:      
Cash and cash equivalents $  161,444      $  59,343   
Short-term investments    182         330   
Accounts receivable, net    1,197         368   
Prepaid expenses and other current assets    4,244         3,328   
Capitalized transaction costs    —         7,562   
Total current assets    167,067         70,931   
Property and equipment, net    14,398         7,108   
Operating lease right-of-use assets, net    2,268         979   
Restricted cash    2,570         —   
Deposits    140         1,564   
Total assets $  186,443      $  80,582   
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT      
Current liabilities:      
Accounts payable $  5,687      $  3,154   
Accrued expenses    7,450         7,937   
Contract loss provision    72         4,173   
Operating lease liabilities, current    1,235         657   
Long-term debt, current portion, net ($19,175 at fair value and $96 at amortized cost, net as of December 31, 2025)    —         19,271   
Convertible promissory notes    —         29,107   
Total current liabilities    14,444         64,299   
Operating lease liabilities, non-current    1,197         331   
Warrant liabilities    26,517         76,766   
Long-term debt, non-current portion, net ($12,207 at fair value and $577 at amortized cost, net as of December 31, 2025)    —         12,784   
Total liabilities    42,158         154,180   
Commitments and contingencies      
Series A Preferred Stock: $0.0001 par value; 50,000,000 shares authorized and 18,655,078 shares issued and outstanding as of September 30, 2026    170,577         —   
Redeemable convertible preferred stock    —         —   
Stockholders’ deficit:      
Common stock: $0.0001 par value; 800,000,000 and 138,655,675 shares authorized; 101,693,656 and 69,663,395 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively    10         7   
Additional paid-in capital    599,760         477,448   
Accumulated deficit    (626,062 )      (551,053 )
Total stockholders’ deficit    (26,292 )      (73,598 )
Total liabilities, mezzanine equity, and stockholders’ deficit $  186,443      $  80,582   

MERLIN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share amounts)
 
  Three Months Ended September 30,   Nine Months Ended September 30,
  2026   2025   2026   2025
Revenue $  3,461      $  1,924      $  6,657      $  5,899   
Cost of revenue    5,238         3,945         8,967         7,725   
Contract loss adjustments    —         —         (2,229 )      —   
Gross loss    (1,777 )      (2,021 )      (81 )      (1,826 )
Operating expenses:              
Research and development    14,712         8,164         45,189         21,699   
General and administrative    12,944         6,141         42,613         14,467   
Selling and marketing    2,040         281         4,138         1,029   
Total operating expenses    29,696         14,586         91,940         37,195   
Loss from operations    (31,473 )      (16,607 )      (92,021 )      (39,021 )
Other (expense) income:              
Interest income    1,504         430         3,468         862   
Interest expense    —         —         (9 )      (2,956 )
Other income (expense)    13         18         (183 )      (193 )
Change in fair value of warrant liabilities    103,620         (683 )      104,030         (4,562 )
Change in fair value of convertible promissory notes    —         (3,118 )      (87,824 )      (3,118 )
Loss on exchange of warrant liabilities    —         (3,320 )      —         (3,320 )
Loss on issuance of financial instruments    —         (585 )      —         (585 )
Loss on extinguishment of long-term debt    —         (2,157 )      —         (2,157 )
Change in fair value of long-term debt    —         (672 )      (2,470 )      (672 )
Total other income (expense)    105,137         (10,087 )      17,012         (16,701 )
Income (loss) before provision for income taxes    73,664         (26,694 )      (75,009 )      (55,722 )
Provision for (benefit from) income taxes    (173 )      2         —         3   
Net income (loss) $  73,837      $  (26,696 )   $  (75,009 )   $  (55,725 )
Series A Preferred Stock dividends and accretion    (8,072 )      —         (17,713 )      —   
Income attributable to participating securities    (28,087 )      —         —         —   
Series A Preferred Stock deemed dividend on down round    —         —         (60,864 )      —   
Deemed dividend on exchange of redeemable convertible preferred stock    —         (345,717 )      —         (345,717 )
Net income (loss) attributable to common stockholders $  37,678      $  (372,413 )   $  (153,586 )   $  (401,442 )
Net income (loss) per share:              
Basic $  0.37      $  (5.24 )   $  (1.72 )   $  (5.66 )
Diluted $  0.37      $  (5.24 )   $  (1.72 )   $  (5.66 )
Weighted-average shares outstanding:              
Basic    101,217,672         71,045,916         89,253,660         70,986,625   
Diluted    103,174,834         71,045,916         89,253,660         70,986,625   


Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe that EBITDA and Adjusted EBITDA, non-GAAP financial measures, provide investors with additional useful information in evaluating our performance. We define EBITDA as net income (loss) before interest expense or income, income tax expense or benefit, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for stock-based compensation, equity-based compensation to non-employees, changes in fair value of warrant liabilities, changes in fair value of financial instruments accounted for at fair value, transaction and merger-related costs, and other non-cash items. Changes in fair value of warrant liabilities reflect periodic mark-to-market adjustments that will recur each reporting period as long as warrants remain outstanding and are excluded because they are non-cash and not reflective of our core operating performance. Changes in fair value of convertible promissory notes and long-term debt relate to instruments settled in connection with the Merger and are excluded because they are not expected to recur in future periods. Transaction and merger-related costs are excluded because they relate to specific non-recurring corporate events and are not indicative of our ongoing operating performance.

We believe that each of these non-GAAP financial measures provide additional metrics to evaluate our operations and, when considered with both our U.S. GAAP results and the reconciliation to the closest comparable U.S. GAAP measures, provide a more complete understanding of our business than could be obtained absent this disclosure. We use the non-GAAP financial measures, together with U.S. GAAP financial measures, such as net revenue, gross profit margins and cash flow from operations, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating performance across periods, to enhance our understanding of our operating performance, and to compare our performance to that of our peers and competitors.

The non-GAAP financial measures are presented here because we believe they are useful to investors in assessing the operating performance of our business without the effect of non-cash items, and other items as detailed below. The non-GAAP financial measures should not be considered in isolation or as alternatives to net income (loss), income (loss) from operations or any other measure of financial performance calculated and prescribed in accordance with U.S. GAAP. Our non-GAAP financial measures may not be comparable to similarly titled measures in other organizations because other organizations may not calculate non-GAAP financial measures in the same manner as we do.

The following tables provide a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), the most directly comparable financial measure presented in accordance with U.S. GAAP (unaudited).

  Three Months Ended September 30,   Nine Months Ended September 30,
($ in thousands) 2026   2025   2026   2025
Net income (loss) $  73,837     $  (26,696 )   $  (75,009 )   $  (55,725 )
Depreciation    574        375        1,703        1,145  
Amortization of right-of-use assets    320        183        871        549  
Interest income    (1,504 )      (430 )      (3,468 )      (862 )
Interest expense    —        —        9        2,956  
Provision for (benefit from) income taxes    (173 )      2        —        3  
EBITDA    73,054        (26,566 )      (75,894 )      (51,934 )
Stock-based compensation    6,375        526        12,278        1,472  
Equity-based payments to non-employees    81        —        833        —  
Change in fair value of warrant liabilities    (103,620 )      683        (104,030 )      4,562  
Change in fair value of convertible promissory notes    —        3,118        87,824        3,118  
Change in fair value of long-term debt    —        672        2,470        672  
Loss on exchange of warrant liabilities    —        3,320        —        3,320  
Loss on issuance of financial instruments    —        585        —        585  
Loss on extinguishment of long-term debt    —        2,157        —        2,157  
Transaction costs    —        1,927        1,236        1,927  
Adjusted EBITDA $  (24,110 )   $  (13,578 )   $  (75,283 )   $  (34,121 )

  Three Months Ended June 30,
($ in thousands) 2026   2025
Net loss $  (58,427 )   $  (16,296 )
Depreciation    712        389  
Amortization of right-of-use assets    342        183  
Interest income    (1,447 )      (131 )
Interest expense    —        1,342  
Provision for income taxes    125        1  
EBITDA    (58,695 )      (14,512 )
Stock-based compensation    4,608        433  
Equity-based payments to non-employees    109        —  
Change in fair value of warrant liabilities    26,144        3,925  
Change in fair value of convertible promissory notes    —        —  
Change in fair value of long-term debt    —        —  
Transaction costs    —        —  
Adjusted EBITDA $  (27,834 )   $  (10,154 )

CHANDLER, Ariz., Nov. 12, 2026 (GLOBE NEWSWIRE) — VirTra, Inc. (Nasdaq: VTSI) (“VirTra” or the “Company”), a global provider of judgmental use-of-force and firearms training simulators, reported results for the third quarter and nine months ended September 30, 2026. The financial statements are available on VirTra’s website and here.

Third Quarter 2026 and Recent Operational Highlights

  • Bookings totaled $10.3 million during the third quarter, up 87% from $5.5 million in Q2 2026.
  • Total backlog as of September 30, 2026 was $27.6 million and included $14.1 million in capital, $3.9 million in service, and $9.6 million in STEP contracts.
  • Awarded a five-year sole-source contract with U.S. Customs and Border Protection (CBP) with up to $14 million of potential value to modernize, maintain, and support the agency’s nationwide simulator training network.
  • Awarded a $1.5 million sole-source contract from the U.S. Army to provide a V-300® training system and related equipment supporting firearms training and force readiness initiatives in Tajikistan.
  • Advanced military growth initiatives through participation in the U.S. Army Marketplace, where VirTra’s solutions are now available for evaluation across Weapons Skills Development, Joint Fires Training, and Counter-Unmanned Aircraft Systems (C-UAS), supporting future opportunities within the U.S. Army.

Third Quarter and Nine Months 2026 Financial Highlights

  For the Three Months Ended   For the Nine Months Ended
All figures in millions, except per share data September 30, 2026 September 30, 2025 % Δ   September 30, 2026 September 30, 2025 % Δ
Total Revenue $7.6   $5.3   42%   $16.9   $19.5 -13%
               
Gross Profit $5.3   $3.5   52%   $10.9   $13.5 -20%
Gross Margin 70%   66%   N/A   65%     69% N/A
               
Net Income (Loss) $2.2   ($0.4 ) 657%   $0.6   $1.1 -45%
Diluted EPS $0.19   ($0.03 ) N/A   $0.05   $0.09 N/A
Adjusted EBITDA $2.6   $0.9   2696%   $2.2   $2.5 -13%
               

Management Commentary
VirTra CEO John Givens stated: “Our third quarter results reflect continued improvement across the business, highlighted by strong revenue growth, accelerating bookings, and improved profitability. We are particularly encouraged by the acceleration in customer orders, which, together with our improving revenue performance, provides tangible evidence that demand is translating into business results.

“We are also seeing encouraging developments in the government funding environment. Following nearly two years of limited grant activity, funding programs are reopening and customers are actively pursuing new opportunities. While the timing of grant awards, funding distributions, and customer deployments remains difficult to predict, we believe these developments represent an important step toward a more favorable operating environment.

“At the same time, we continue to expand our opportunities across federal, military, and international markets, supported by recent contract awards, our participation in the U.S. Army Marketplace, and ongoing customer engagement. As we look ahead, our focus remains on expanding our presence across our core markets, deepening customer relationships, and capitalizing on the improving demand environment.”

Third Quarter 2026 Financial Results
Total revenue was $7.6 million, compared to $5.3 million in the prior year period. The increase is primarily due to an increase in government and international sales.

Gross profit was $5.3 million (70% of revenue), compared to $3.5 million (66% of revenue) in the prior year period.

Net operating expense was $3.3 million, compared to $4.0 million in the prior year period.

Income from operations was $2.0 million, compared to $(0.5) million in the prior year period.

Net income (loss) was $2.2 million, or $0.19 per diluted share, compared to $(0.4) million, or $(0.03) per diluted share, in the prior year period.

Adjusted EBITDA, a non-GAAP metric, was $2.6 million, compared to $0.9 million in the prior year period.

Nine Months 2026 Financial Results
Total revenue was $16.9 million, compared to $19.5 million in the prior year period. The decrease was due to several customers booked in Q3 and Q4 2025 being unable to accept delivery in the first nine months of 2026.

Gross profit was $10.9 million (65% of revenue), compared to $13.5 million (69% of revenue) in the prior year period.

Net operating expense was $10.4 million, compared to $11.7 million in the prior year period.

Income from operations was $0.5 million, compared to $1.8 million in the prior year period.

Net income was $0.6 million, or $0.05 per diluted share, compared to $1.1 million, or $0.09 per diluted share, in the prior year period.

Adjusted EBITDA, a non-GAAP metric, was $2.2 million, compared to $2.5 million in the prior year period.

Financial Commentary
VirTra CFO Alanna Boudreau stated: “Third quarter revenue increased 42% year-over-year to $7.6 million, driven by international system deliveries and improved revenue conversion, while gross margin expanded to 70%, reflecting the benefit of higher revenue volume and improved operating leverage. We generated $10.3 million of bookings during the quarter and ended September with $27.6 million of backlog, supporting our visibility into future revenue opportunities.

“Our balance sheet remains healthy, with $18.4 million in cash at quarter-end, providing the flexibility to invest in our technology, operational capabilities, and growth initiatives. Although customer funding and procurement timelines continue to influence the pace at which backlog converts to revenue, we remain focused on converting backlog into revenue, managing costs, and maintaining the operating discipline needed to support profitable growth.”

Conference Call
VirTra’s management will hold a conference call today (November 12, 2026) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results. VirTra’s CEO John Givens and Chief Financial Officer Alanna Boudreau will host the call, followed by a question-and-answer period.

U.S. dial-in number: 1-877-300-8521
International number: 1-412-317-6026
Conference ID: 10212841

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

The conference call will be broadcast live and available for replay here and via the investor relations section of the Company’s website.

A replay of the call will be available after 7:30 p.m. Eastern time on the same day through November 26, 2026.

Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 10212841

About VirTra, Inc.
VirTra (Nasdaq: VTSI) is a global provider of judgmental use-of-force and firearms training simulators for law enforcement, military, educational, and commercial markets. Since 1993, VirTra has been dedicated to saving lives by providing highly effective, realistic training designed to prepare officers for the most difficult real-world situations.

About the Presentation of Adjusted EBITDA
Adjusted earnings before interest, income taxes, depreciation, and amortization and before other non-operating costs and income (“Adjusted EBITDA”) is a non-GAAP financial measure. Adjusted EBITDA also includes non-cash stock option expense and other than temporary impairment loss on investments. Other companies may calculate Adjusted EBITDA differently. VirTra calculates its Adjusted EBITDA to eliminate the impact of certain items it does not consider to be indicative of its performance and its ongoing operations. Adjusted EBITDA is presented herein because management believes the presentation of Adjusted EBITDA provides useful information to VirTra’s investors regarding VirTra’s financial condition and results of operations and because Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in VirTra’s industry, several of which present a form of Adjusted EBITDA when reporting their results. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of VirTra’s results as reported under accounting principles generally accepted in the United States of America (“GAAP”). Adjusted EBITDA should not be considered as an alternative for net income, cash flows from operating activities and other consolidated income or cash flows statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. A reconciliation of net income to Adjusted EBITDA is provided in the following tables:

             
    For Three Months Ended     For Nine Months Ended  
    September 30,     September 30,     Increase       %   September 30,     September 30,     Increase       %
    2026     2025     (Decrease)     Change     2026     2025     (Decrease)     Change  
        ​       ​       ​       ​       ​       ​       ​       ​
Net Income (Loss)   $ 2,162,841     $ (388,567 )   $ 2,551,408       657 %   $ 572,951     $ 1,050,807     $ (477,856 )     -45 %
Adjustments:       ​       ​       ​       ​       ​       ​       ​       ​
Provision for income taxes     (134,678 )     28,090       (162,768 )     -579 %     7,761       121,091       (113,330 )     -94 %
Depreciation and amortization     547,958       466,876       81,082       17 %     1,538,353       1,297,209       241,144       19 %
Interest (net)     (19,498 )     (55,831 )     36,333       -65 %     (34,844 )     (103,958 )     69,114       -66 %
EBITDA     2,556,623       50,568       2,506,055       4956 %     2,084,221       2,365,149       (280,928 )     -12 %
Right of use amortization     –       40,871       (40,871 )     -100 %     72,774       125,236       (52,462 )     -42 %
        ​       ​       ​       ​       ​       ​       ​       ​
Adjusted EBITDA   $ 2,556,623     $ 91,439     $ 2,465,184       2696 %   $ 2,156,995     $ 2,490,385     $ (333,390 )     -13 %
                                                                 

Forward-Looking Statements
The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in the reports we file with or furnish to the Securities and Exchange Commission (the “SEC”). You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Investor Relations Contact:
Matt Glover and Greg Bradbury
Gateway Group, Inc.
VTSI@gateway-grp.com
949-574-3860

             
VIRTRA, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
 
             
    September 30, 2026     December 31, 2025  
ASSETS                
Current assets:                
Cash and cash equivalents   $ 18,404,194     $ 18,594,598  
Accounts receivable, net     5,588,767       5,502,087  
Inventory, net     14,149,538       13,060,024  
Unbilled revenue     967,455       868,216  
Prepaid expenses and other current assets     1,763,125       2,622,462  
Deferred Contract Costs, short term     374,375       374,375  
Total current assets     41,247,454       41,021,762  
Long-term assets:                
Property and equipment, net     20,429,581       16,268,400  
Operating lease right-of-use asset, net     –       268,873  
Intangible assets, net     2,406,574       2,513,186  
Security deposits, long-term     –       15,979  
Other assets, long-term     451,489       424,226  
Deferred tax asset, net     4,143,463       4,135,463  
Deferred Contract Costs, long term     207,914       488,695  
Total long-term assets     27,639,021       24,114,822  
Total assets   $ 68,886,475     $ 65,136,584  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 1,027,814     $ 784,074  
Accrued compensation and related costs     558,705       461,430  
Accrued expenses and other current liabilities     1,329,823       1,196,565  
Notes payable, current     311,645       227,754  
Operating lease liability, short-term     –       196,311  
Deferred revenue, short-term     6,944,467       7,361,738  
Total current liabilities     10,172,454       10,227,872  
Long-term liabilities:                
Deferred revenue, long-term     1,322,994       1,913,393  
Notes payable, long-term     11,024,880       7,314,085  
Operating lease liability, long-term     –       89,053  
Total long-term liabilities     12,347,874       9,316,531  
Total liabilities     22,520,328       19,544,403  
                 
Commitments and contingencies (See Note 10)                
                 
Stockholders’ equity:                
Preferred stock $0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding     –       –  
Common stock $0.0001 par value; 50,000,000 shares authorized; 11,364,785 shares issued and outstanding as of September 30, 2026 and 11,303,885 as of December 31, 2025     1,136       1,130  
Class A common stock $0.0001 par value; 2,500,000 shares authorized; no shares issued or outstanding     –       –  
Class B common stock $0.0001 par value; 7,500,000 shares authorized; no shares issued or outstanding     –       –  
Additional paid-in capital     33,257,100       33,056,091  
Retained Earnings     13,107,911       12,534,960  
Total stockholders’ equity     46,366,147       45,592,181  
Total liabilities and stockholders’ equity   $ 68,886,475     $ 65,136,584  

             
VIRTRA, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
             
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Revenues:       ​       ​       ​       ​
Net sales   $ 7,623,319     $ 5,349,993     $ 16,860,823     $ 19,489,178  
Total revenue     7,623,319       5,349,993       16,860,823       19,489,178  
        ​       ​       ​       ​
Cost of sales     2,289,258       1,831,969       5,977,255       5,961,795  
        ​       ​       ​       ​
Gross profit     5,334,061       3,518,024       10,883,568       13,527,383  
        ​       ​       ​       ​
Operating expenses:       ​       ​       ​       ​
General and administrative     2,930,888       3,278,663       9,062,233       9,788,609  
Research and development     395,687       689,521       1,329,353       1,906,764  
        ​       ​       ​       ​
Net operating expense     3,326,575       3,968,184       10,391,586       11,695,373  
        ​       ​       ​       ​
Income (loss) from operations     2,007,486       (450,160 )     491,982       1,832,010  
        ​       ​       ​       ​
Other income (expense):       ​       ​       ​       ​
Other income     140,622       114,454       357,467       264,337  
Other (expense)     (119,945 )     (24,771 )     (268,737 )     (924,449 )
        ​       ​       ​       ​
Net other income     20,677       89,683       88,730       (660,112 )
        ​       ​       ​       ​
Income (Loss) before provision for income taxes     2,028,163       (360,477 )     580,712       1,171,898  
        ​       ​       ​       ​
Provision (Benefit) for income taxes     (134,678 )     28,090       7,761       121,091  
        ​       ​       ​       ​
Net Income (loss)   $ 2,162,841     $ (388,567 )   $ 572,951     $ 1,050,807  
        ​       ​       ​       ​
Net Income (loss) per common share:       ​       ​       ​       ​
Basic   $ 0.19     $ (0.03 )   $ 0.05     $ 0.09  
Diluted   $ 0.19     $ (0.03 )   $ 0.05     $ 0.09  
        ​       ​       ​       ​
Weighted average shares outstanding:       ​       ​       ​       ​
Basic     11,322,532       11,269,164       11,311,496       11,263,694  
Diluted     11,322,532       11,269,164       11,311,496       11,263,694  

       
VIRTRA, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
       
    Nine Months Ended September 30,  
    2026     2025  
Cash flows from operating activities:       ​       ​
Net Income   $ 572,951     $ 1,050,807  
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:       ​       ​
Depreciation and amortization     1,538,353       952,407  
Right of use amortization     72,774       125,236  
Employee stock compensation     201,014       88,938  
Bad debt expense     (15,878 )     –  
Loss on disposal of lease     2,706       –  
Loss on disposal of property and equipment     (88,400 )     –  
Changes in operating assets and liabilities:       ​       ​
Accounts receivable, net     (70,800 )     2,996,605  
Inventory, net     (1,089,515 )     2,246,059  
Other assets-long term     253,517       (673,949 )
Deferred taxes     (8,000 )     113,440  
Unbilled revenue     (99,239 )     975,022  
Other assets     859,337       (321,297 )
Prepaid expenses and other current assets     –       (1,273,295 )
Accounts payable and other accrued expenses     474,271       (276,810 )
Operating lease right of use     (75,992 )     (127,239 )
Deferred revenue     (1,007,670 )     207,851  
Net cash provided by operating activities     1,519,429       6,083,775  
        ​       ​
Cash flows from investing activities:       ​       ​
Internal intangible assets     (491,511 )     (2,265,489 )
Purchase of property and equipment     (1,013,009 )     (898,953 )
Net cash (used in) investing activities     (1,504,520 )     (3,164,442 )
        ​       ​
Cash flows from financing activities:       ​       ​
Principal payments of debt     (205,313 )     (193,056 )
Net cash (used in) financing activities     (205,313 )     (193,056 )
        ​       ​
Net (decrease) in cash     (190,40 4 )     2,726,277  
Cash and restricted cash, beginning of period     18,594,598       18,040,827  
Cash and restricted cash, end of period   $ 18,404,194     $ 20,767,104  
        ​       ​
Supplemental disclosure of cash flow information:       ​       ​
Income taxes paid (refunded)   $ (1,041,894 )   $ 599,237  
Interest paid   $ 252,483     $ 175,008  
Noncash investing & financing activities disclosure:       ​       ​
Assumption of lease asset (Lessor)   $ 256,990     $ –  
Mortgage to purchase building   $ (4,000,000 )   $ –  

Navitas Takes Swift Legal Action Following Renesas’ Announcement of New REXGaN and 650 V SuperGaN Products

TORRANCE, Calif., Nov. 12, 2026 (GLOBE NEWSWIRE) — Navitas Semiconductor (Nasdaq: NVTS), a leader in next-generation power semiconductors and power delivery solutions, pioneering GaN, high-voltage and ultra-high-voltage SiC, and IVR technologies, today announced that it has filed a lawsuit in the United States District Court for the Eastern District of Texas charging Renesas Electronics Corporation with six counts of patent infringement.

Navitas previously filed a separate lawsuit on August 10, 2026 against Renesas alleging that their major GaN product lines, including SuperGaN power semiconductors, infringe patents within Navitas’ industry-leading GaN patent portfolio.

The ongoing litigation has not deterred Renesas from its further and continued alleged infringement of Navitas’ patent rights. On September 30, 2026, despite ongoing litigation concerning its other SuperGaN products, Renesas announced its newest 650 V SuperGaN GaN FET, TP65H020G4PLSGBD.

Renesas further expanded its GaN portfolio on October 6, 2026, with the introduction of its REXGaN family of 100 V enhancement mode GaN power transistors, including RTP100E005G1FL, RTP100E2P6G1FL, RTP100E1P8G1FL-DSC and RTP100E1P2G1FL-DSC.

“Navitas is an early GaN innovator, and we pioneered bringing GaN technology to scale. We’ve heavily invested in R&D, respect valid intellectual property rights, and we expect our competitors to do likewise,” said Navitas Senior Vice President and CTO Siddarth Sundaresan. “Competitors flagrantly disregarding our intellectual property rights will not go unanswered.”

The lawsuit accuses the TP65H020G4PLSGBD of four counts of patent infringement for each of U.S. Patent Nos. 9,929,079; 11,545,838; 11,770,010; and 11,862,996 and Renesas’ enhancement mode GaN power transistor family of two counts of patent infringement for each of U.S. Patent Nos. 9,613,891 and 10,269,687.

TP65H020G4PLSGBD, which is a 650 V, 20mOhm (typical), in a dual-side cooled (DSC) PQFN 8×8, targeting 800 V data center DC-DC converters, follows almost 7 months after Navitas first announced its 800 V-to-6 V power delivery board at NVIDIA GTC in March 2026, featuring 650 V GaNFast™ FETs in the DFN 8×8 dual-side-cooled (DSC) package.

Navitas’ 650 V GaNFast FETs in DFN 8×8 DSC has progressed to commercial deployment, with samples delivered and products shipped in volume to multiple customers, demonstrating Navitas’ ability to bring next-generation GaN power solutions from development to commercialization.

Navitas built its business through independent research, engineering excellence and investment, developing industry-leading technologies backed by a robust global intellectual property portfolio of more than 450 patents issued or pending.

Since its founding in 2014, Navitas has been a pioneer in wide bandgap technologies driving innovation across AI data centers, energy and grid infrastructure, performance computing, and industrial electrification.

Both patent infringement lawsuits against Renesas Electronics Corporation remain pending.

About Navitas Semiconductor

Navitas Semiconductor (Nasdaq: NVTS) is a leader in next-generation power semiconductors and power delivery solutions, pioneering GaN, high-voltage and ultra-high-voltage SiC, and IVR technologies for AI infrastructure, including data centers and energy and grid systems, as well as additional markets such as high-performance computing and industrial electrification. Collectively, these technologies address the complete grid-to-xPU power architecture, breaking the AI infrastructure power wall and enabling higher efficiency, greater power density, and increased performance across the entire power chain. Navitas’ GaNFast™ FETs deliver industry-leading power density, efficiency, and high-speed performance, while GaNFast™ power ICs integrate GaN power, drive, control, sensing, and protection to enable faster, more efficient power conversion, leading to smaller and more reliable systems. The GeneSiC™ portfolio combines proprietary trench-assisted planar (TAP) SiC technology with leading-edge discrete packaging and SiCPAK™ power modules to deliver industry-leading efficiency, ruggedness and performance. Claros™ IVR technologies extend power delivery directly to the xPU, enabling customers to implement vertical power delivery (VPD) and embedded power delivery (EPD) architectures with high-density power conversion beneath or within millimeters of the processor, minimizing power-delivery losses and impedance while enabling ultra-fast transient response, higher efficiency and maximum power density. Navitas has over 450 patents issued or pending and is a leader in 800 VDC and the advanced AI power infrastructure ecosystem.

Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are attempts to predict or indicate future events or trends or similar statements that are not a reflection of historical fact. Forward-looking statements may be identified by the use of words such as “we expect” or “are expected to be,” “estimate,” “plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,” “seek,” or other similar expressions. Forward-looking statements are made based on estimates and forecasts of financial and performance metrics, projections of market opportunity and market share and current indications of customer interest, all of which are based on various assumptions, whether or not identified in this press release. All such statements are based on current expectations of the management of Navitas and are not predictions of actual future performance. Forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and expectations. Many actual events and circumstances that affect performance are beyond the control of Navitas and, forward-looking statements are subject to a number of uncertainties. Our businesses are subject to certain risks that could materially and adversely affect our respective business, financial condition, results of operations, or the value of our securities. For Navitas, these and other risk factors are discussed in the Risk Factors section of our most recent annual report on Form 10-K, as updated in the Risk Factors section of our most recent quarterly report on Form 10-Q, and in other documents we file with the SEC. If any of these risks, as discussed in more detail in our SEC reports, materialize or if our assumptions underlying forward-looking statements prove to be incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Navitas, GaNFast, GeneSiC, Claros, SiCPAK, GaNSafe, DrGaN, and the Navitas logo are trademarks or registered trademarks of Navitas Semiconductor Limited or affiliates. All other brands, product names, and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.

Navitas Media Contact:
Navitas Semiconductor
Linda Williams
info@navitassemi.com

Navitas Investor Contacts
Leanne Sievers | Brett Perry
Shelton Group
sheltonir@sheltongroup.com

Q3 Marked Pivotal Shift to High-Margin RWA Platform and Major Deal Origination Business

LAKE MARY, Fla., Nov. 12, 2026 (GLOBE NEWSWIRE) —

  • Real-world assets (“RWA”) revenue increased to approximately $6 million in Q3 2026 from zero in Q3 2025
  • Achieved Gross margins of approximately 80%
  • Secured $1.1 billion in non-binding letter of intent (“LOI”) signings subsequent to Q3 Quarter-end with definitive agreements and DeFi capital formation now underway

OpenWorld, Inc. (NASDAQ: OPNW) (“OpenWorld” or the “Company”), a technology-powered digital assets and blockchain innovation company focused on real-world asset (“RWA”) tokenization, today reported financial results for the third quarter ended September 30, 2026. The third quarter financial results presented in this press release primarily reflect the operating results of legacy OpenWorld, the accounting acquirer in the reverse takeover transaction with VerifyMe, Inc. (“VerifyMe”) completed on September 30, 2026. The Company’s third quarter operating results do not include VerifyMe’s pre-transaction operating results, while the September 30, 2026 consolidated balance sheet reflects the combined entity.

2026 Third Quarter and Nine-Month Highlights

  • Revenue was $7.4 million for the quarter ended September 30, 2026, compared with $20.8 million in the prior-year period.
    • RWA infrastructure and platform services revenue was $6.4 million in the third quarter and $9.1 million for the nine months ended September 30, 2026, versus zero in both corresponding prior-year periods. Digital assets and capital markets infrastructure, and advisory and onboarding contributed to the balance.
  • Gross profit was $6.3 million in the quarter ended September 30, 2026 representing a gross margin of 84%, and was $13.7 million for the nine months ended September 30, 2026, representing a gross margin of 90%. This compares with 77% and 84% gross margins, respectively, in the prior-year periods. The improvement reflects a favorable revenue mix driven by the shift to high-margin RWA business.
  • GAAP net loss was $10.2 million, or $0.93 per basic and diluted share, for the quarter ended September 30, 2026, and $16.1 million, or $1.58 per basic and diluted share, for the nine months ended September 30, 2026. Net income and earnings per share were significantly impacted by non-recurring items related to the merger, public listing, and equity compensation (detailed below).
  • Adjusted EBITDA (a non-GAAP measure) was $2.3 million in the third quarter of 2026 and $(3.0) million for the first nine months of 2026. This compares to Adjusted EBITDA of $18.0 million and $8.5 million in the corresponding prior-year periods.
  • Cash was $4.5 million at September 30, 2026, with positive working capital of approximately $2.6 million.
    • Subsequent to quarter-end, the Company completed a $3.5 million registered direct offering.

“Q3 2026 was a defining quarter as we completed our transition to the public markets and accelerated our evolution into a high-margin RWA platform and major deal-origination company,” said Matthew Shaw, Chairman and Chief Executive Officer of OpenWorld. “Revenue from our RWA business grew from zero a year ago to more than $6 million in the 2026 third quarter and $9 million for the first nine months of the year, while we maintained exceptional gross margins of more than 80%. At the same time, we continue to advance a pipeline of large-scale tokenized financing programs that position OpenWorld at the center of institutional RWA activity in AI infrastructure, energy, and intellectual property.

“We see growing interest in RWA tokenization from some of the largest companies in the world and we expect to make consistent progress on advancing our discussions into definitive agreements. We are off to a strong start with our third quarter revenue growth, strong gross margins, and positive Adjusted EBITDA representing just the starting point for what we believe our business model can deliver.”

Business Evolution, Strategic Pipeline and Recent Developments

  • During the quarter ended September 30, 2026, the Company completed the reverse takeover with the predecessor company and began trading on Nasdaq under the ticker “OPNW” on October 1, 2026. The Company is organized around three complementary verticals, Digital Assets & Capital Markets, Advisory & Onboarding (OpenWorld Labs), and OpenWorld Enterprise, with the latter focused on designing, structuring, deploying, and administering enterprise-grade blockchain initiatives across RWAs, sovereign infrastructure, and financial services.
  • In October 2026, the Company entered into non-binding LOIs for more than $1.1 billion in proposed tokenized financing programs. These non-binding LOIs illustrate OpenWorld’s model of converting real-world assets – whether physical infrastructure or specialized intellectual property – into financeable, on-chain instruments at institutional scale. The company is working on definitive agreements for these LOIs and DeFi capital formation is now underway.
  • The LOIs announced to date are:
    • An up to $1 billion program with Meridian to fund the purchase and deployment of a distributed AI inference computing network powered by on-site solar energy and residential Tesla Powerwall battery storage. Meridian holds purchase rights to Tesla Powerwall systems. The initial deployment is planned for 10,000 homes, with testing targeted to begin in Q4 2026 and the first commercial site in Q1 2027. OpenWorld will serve as advisor, structuring agent, and services provider, with the financing administered on the OpenWorld Enterprise platform.
    • An up to $130 million intellectual-property-backed transaction with BeyondAI involving the tokenization of highly specialized AI IP (eligible patents and software rights). Tokens will provide access to payments backed by the IP, while BeyondAI retains control of its technology.
  • On November 10, 2026, tokenized OPNW shares went live on Solana via Sunrise (Wormhole Labs) and Backpack Securities. The tokenized equity complements the Company’s Nasdaq listing, supports 24/7 trading and self-custody for eligible investors, and does not involve the issuance of new shares or a capital raise by the Company.
  • In the fourth quarter of 2026, the Company closed the acquisition of Blocksight Holdings Co. (an AI-agent platform intended to support deal structuring, asset verification, investor onboarding, and reporting across OpenWorld Enterprise programs), and completed a $3.5 million overnight registered direct offering. These actions further strengthen the Company’s platform capabilities and balance sheet as it executes on its RWA pipeline.

2026 Third Quarter Non-Recurring Cash and Non-Cash Expenses

The reported GAAP net losses for the third quarter and first nine months of 2026 were driven primarily by non-recurring items associated with the reverse takeover, public-company transition, and equity awards granted in connection with the Company’s growth and listing:

  • Non-recurring cash expenses: Approximately $6.0 million of professional fees for the nine months ended September 30, 2026, related to the merger and Nasdaq listing. These costs are not expected to recur at comparable levels in future periods.
  • Non-cash expenses: Stock-based compensation of $6.4 million for the three months ended September 30, 2026, and $7.0 million for the nine months ended September 30, 2026, primarily related to options and restricted shares granted in late 2025 and the third quarter of 2026. There was no stock-based compensation in the prior-year periods.

Excluding these non-recurring items, the underlying operating performance reflected the contribution of the high-margin RWA business that scaled from zero earlier in the year.

Conference Call

OpenWorld management will host a conference call at 4:30 p.m. ET on Thursday, November 12, 2026. To listen to the audio-only webcast, please use the following link: webcast link. If you would like to participate and ask questions during the call, please register here: registration link. After registering, you will receive an email with dial-in details along with a unique access code required to join the live call.

A replay of the webcast will be available on the Investors section of the Company’s website at Investors | OpenWorld following the call.

Use of Non-GAAP Financial Measures

This press release includes Adjusted EBITDA, a non-GAAP financial measure. The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, further adjusted to exclude certain nonrecurring stock-based compensation expenses and merger-related transaction fees. Management believes Adjusted EBITDA provides useful supplemental information about the Company’s operating performance. Adjusted EBITDA should not be considered in isolation or as a substitute for measures prepared in accordance with U.S. GAAP. A reconciliation of preliminary GAAP net loss to Adjusted EBITDA is included in this press release.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “continue,” “may,” “should,” “will,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our engagement in future acquisitions or strategic partnerships that increase our capital requirements or cause us to incur debt or assume contingent liabilities, our ability to enter into definitive agreements or consummate the transactions contemplated by our non-binding term sheets, the highly competitive nature of the industry in which we operate, our brand image and corporate reputation, impairments related to our goodwill and other intangible assets, economic and other factors such as recessions, downturns in the economy, inflation, global uncertainty and instability, the effects of pandemics, changes in United States social, political, and regulatory conditions and/or a disruption of financial markets, our history of losses, our ability to use our net operating losses to offset future taxable income, our ability to manage our growth effectively, our ability to successfully develop and expand our sales and marketing capabilities, risks related to doing business outside of the U.S., our ability to respond to evolving laws related to tokenized securities, retain and develop successors for management, our inability to enter into contracts and arrangements with future partners, and our ability to comply with the continued listing standards of the Nasdaq Capital Market. These risk factors and uncertainties include those more fully described in OpenWorld’s Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

About OpenWorld

OpenWorld, Inc. (NASDAQ: OPNW) is a digital assets and blockchain technology company. Through its OpenWorld Enterprise platform, the Company provides financial structuring and blockchain infrastructure for the issuance and distribution of tokenized real-world assets to institutional and retail investors. To learn more, visit openworld.dev.

Contacts

Investors: OpenWorldIR@allianceadvisors.com

Media: Aayushi@allianceadvisors.com

–Financial Tables Follow–

OPENWORLD, INC.
Condensed Consolidated Balance Sheets (Unaudited, in thousands, except share data)

    September 30, 2026
(Unaudited)
    December 31, 2025
(as revised)
 
ASSETS            
CURRENT ASSETS            
Cash   $ 4,506     $ 730  
Accounts receivable     1,483       599  
Accounts receivable – related party     450       –  
Crypto assets     641       923  
Contract assets     398       –  
Contract assets – related party     9,090       –  
Investments     –       539  
Loans receivable – related party     –       814  
Notes receivable     127       –  
Notes receivable – related party     373       –  
Shares and warrants receivable     1       586  
Prepaids and deposits     381       89  
Due from related parties     –       15  
TOTAL CURRENT ASSETS   $ 17,450     $ 4,295  
                 
NON-CURRENT ASSETS                
Accounts receivable     220       667  
Right-of-use assets, net     768       983  
Investments     100       100  
Intangible assets     6,837       –  
Goodwill     7,318       –  
TOTAL NON-CURRENT ASSETS   $ 15,243     $ 1,750  
TOTAL ASSETS   $ 32,693     $ 6,045  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES                
Accounts payable and accrued liabilities   $ 9,547       1,157  
Contract liabilities     85       126  
Dividends payable     2,231       –  
Notes payable – related party     1,792       –  
Warrant liability     891       –  
Lease liabilities     301       284  
TOTAL CURRENT LIABILITIES   $ 14,847     $ 1,567  
Lease liabilities (non-current)     495       724  
Deferred tax liability     993       –  
TOTAL NON-CURRENT LIABILITIES   $ 1,488     $ 724  
TOTAL LIABILITIES   $ 16,335     $ 2,291  
                 
STOCKHOLDERS’ EQUITY                
Series B Convertible Preferred Stock, $0.001 par value; 75,000,000 authorized; 0.85 shares issued and outstanding convertible into approximately 14,445 shares of common stock as of September 30, 2026     –       –  
Common stock, $0.001 par value; 675,000,000 authorized; 13,472,360 issued and outstanding at September 30, 2026 (9,742,157 issued and outstanding at December 31, 2025)     13       10  
Additional paid-in capital     35,234       4,369  
Simple agreements for future equity     –       2,000  
Subscriptions receivable     (200 )     –  
Accumulated deficit     (18,689 )     (2,625 )
TOTAL STOCKHOLDERS’ EQUITY   $ 16,358     $ 3,754  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 32,693     $ 6,045  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
Historical share and per-share amounts of Legacy OpenWorld have been retrospectively adjusted to reflect the 77.27 exchange ratio applied in connection with the reverse acquisition completed on September 30, 2026.

OPENWORLD, INC.
Condensed Consolidated Statements of Operations (Unaudited, in thousands, except share and per-share data)

    Three months ended September 30,     Nine months ended September 30,  
    2026     2025     2026     2025 (as revised)  
Revenue from contracts with customers   $ 792     $ 20,753     $ 5,632     $ 30,674  
Revenue from contracts with customers – related party (a)     6,635       –       9,560       –  
TOTAL REVENUES   $ 7,427     $ 20,753     $ 15,192     $ 30,674  
COST OF SALES (a)   $ 1,170     $ 4,724     $ 1,513     $ 5,049  
GROSS PROFIT   $ 6,257     $ 16,029     $ 13,679     $ 25,625  
                                 
OPERATING EXPENSES                                
Management and technology (b)     877       2,140       4,528       5,424  
General and administrative (c)     14,642       1,110       21,030       1,990  
Research and development     424       –       425       –  
Sales and marketing (b)     461       58       597       61  
TOTAL OPERATING EXPENSES   $ 16,404       3,308       26,580       7,475  
                                 
NET (LOSS) INCOME BEFORE OTHER INCOME (EXPENSE)   $ (10,147 )   $ 12,721     $ (12,901 )   $ 18,150  
                                 
OTHER INCOME (EXPENSE)                                
Gain (loss) on crypto asset sales     –     $ (3,921 )   $ 88     $ (3,873 )
Change in fair value, net     (42 )     1,106       (3,229 )     (13,277 )
Interest expense, net     (17 )     –       (36 )     –  
Other income     2       –       14       –  
TOTAL OTHER EXPENSE, NET   $ (57 )   $ (2,815 )   $ (3,163 )   $ (17,150 )
                                 
(LOSS) INCOME BEFORE INCOME TAX EXPENSE   $ (10,204 )   $ 9,906     $ (16,064 )   $ 1,000  
Provision for income taxes     –     $ –     $ –     $ –  
NET (LOSS) INCOME FOR THE PERIOD   $ (10,204 )   $ 9,906       (16,064 )     1,000  
                                 
(LOSS) EARNINGS PER SHARE                                
BASIC     (0.93 )     1.26       (1.58 )     0.12  
DILUTED     (0.93 )     1.13       (1.58 )     0.11  
                                 
WEIGHTED AVERAGE COMMON STOCK OUTSTANDING                                
BASIC     10,967,528       7,883,858       10,152,983       8,265,962  
DILUTED     10,967,528       8,759,842       10,152,983       9,167,661  
(a) Revenue from contracts with customers – related party, reflects contracts arranged through a compliant Cayman structure
(b) Includes related-party consulting and management fees in management and technology, sales and marketing, and cost of sales. See Note 11.
(c) Includes stock-based compensation of $6,438 thousand and $7,043 thousand for the three and nine months ended September 30, 2026, respectively, there was no stock compensation in the three and nine months ended September 30, 2025.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. Historical share and per-share amounts of Legacy OpenWorld have been retrospectively adjusted to reflect the 77.27 exchange ratio applied in connection with the reverse acquisition completed on September 30, 2026.

OPENWORLD, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited, in thousands)

    Nine months ended
September 30, 2026
    Nine months ended
September 30, 2025
(as revised)
 
CASH FLOWS FROM OPERATING ACTIVITIES            
Net (loss) income for the period   $ (16,064 )   $ 1,000  
Adjustments to reconcile net (loss) income to net cash flows from operating activities:                
Interest expense on lease liability (non-cash)     29       38  
Amortization of right-of-use assets     213       206  
Gain on sale of crypto assets (non-cash, reclassified)     (88 )     3,873  
Change in fair value, net (non-cash)     3,229       13,277  
Stock-based compensation expense     7,043       –  
Non-cash professional fees and merger expense     5,164       –  
Changes in operating assets and liabilities:                
Accounts receivable     (379 )     (7,580 )
Shares and warrants receivable     (1,250 )     (4,115 )
Prepaid expenses     (147 )     188  
Contract assets     (9,090 )     (75 )
Contract liabilities     (40 )     –  
Accounts payable and accrued liabilities     7,527       (511 )
Accrued interest payable     42       –  
Due from related parties     15       (72 )
Operating lease payments     (241 )     (234 )
Net cash (used in) provided by operating activities   $ (4,037 )   $ 5,995  
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of crypto assets     (7,221 )     (16,362 )
Proceeds from sales of crypto assets     6,331       17,194  
Purchase of investments     –       (4,178 )
Proceeds from repayments of loans receivable     612       –  
Advances of notes receivable     (500 )     –  
Proceeds from sale of investments     565       –  
Cash acquired in reverse acquisition     4,226       –  
Net cash provided by (used in) investing activities   $ 4,013     $ (3,346 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from issuance of SAFEs     1,550       –  
Proceeds from issuance of common stock, net of share issuance costs     500       –  
Proceeds from notes payable     1,750       –  
Dividends paid     –       (4,921 )
Net cash provided by (used in) financing activities   $ 3,800     $ (4,921 )
                 
NET INCREASE (DECREASE) IN CASH   $ 3,776     $ (2,272 )
CASH – BEGINNING OF PERIOD   $ 730     $ 4,025  
CASH – END OF PERIOD   $ 4,506     $ 1,753  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


Supplemental disclosure of cash flow information.

Cash paid for interest and for income taxes was $nil in both the nine months ended September 30, 2026 and 2025.

Supplemental schedule of non-cash activities.

  • In connection with the reverse acquisition of VerifyMe, Inc., the Company recognized approximately $14,412 thousand in equity consideration and assumed liabilities, including a dividend payable of $2,231 thousand and a warrant liability of $891 thousand.
  • The Company converted $3,550 thousand of outstanding SAFEs into common stock.
  • Non-cash imputed interest on lease liabilities was $29 thousand in 2026 (2025: $38 thousand), included in operating activities.
  • The Company recognized non-cash stock-based compensation expense of $7,043 thousand (2025: $0) and professional fees of $5,164 thousand related to common shares issued for services (2025: $0), reflected as non-cash adjustments within operating activities.
  • The Company recognized no new right-of-use assets or lease liabilities in the nine months ended September 30, 2026.
  • The Company received shares of IP Strategy Holdings, Inc. (“IPST”) with a carrying value of $169 thousand in settlement of a share receivable, a non-cash investing activity. Additionally, warrants with a carrying value of $235 thousand were exercised in exchange for IPST shares. There was no comparable activity in 2025. These transactions represent non-cash investing activities.
  • The Company received non-cash consideration from customers, including digital assets totaling $2,419 thousand in settlement of accounts receivables; and IPST warrants totaling $1,250 thousand, which were recognized as revenue.

The Company recognized a $200 thousand subscription receivable related to common stock issued for which consideration had not yet been received. No comparable activity in 2025.

OPENWORLD, INC.
Limitations of Adjusted EBITDA

($ in thousand dollars)   Three Months Ended September 30,  
    2026     2025  
Net loss   $ (10,204 )   $ 9,906  
Adjusted to exclude the following:                
Interest expense, net     17       11  
Cost of sales, contractual adjustment (non-cash)     –       4,550  
Crypto asset fair value change (distributions)     –       3,537  
Transaction-related advisory fees     6,000       –  
Stock-based compensation (non-cash)     6,438       –  
Adjusted EBITDA   $ 2,251     $ 18,004  

($ in thousand dollars)   Nine Months Ended September 30,  
    2026     2025  
Net (loss) income   $ (16,064 )   $ 1,000  
Adjusted to exclude the following:                
Interest expense, net     36       38  
Cost of sales, contractual adjustment (non-cash)     –       4,550  
Crypto asset fair value change (distributions)     –       2,929  
Transaction-related advisory fees     6,000       –  
Stock-based compensation (non-cash)     7,043       –  
Adjusted EBITDA   $ (2,985 )   $ 8,517  

Third Quarter 2026 Business Highlights

  • Revenue grew 65.9% year over year to $202.2 million.
  • Bookings of $768.9 million, an increase of 364% year over year.
  • Backlog of $1.7 billion, an increase of 329% and 51.0% over prior year and prior quarter, respectively.
  • Book-to-bill ratio of 3.8x.
  • Net income was $3.2 million, a decline of $10.5 million; net income margin was 1.6%.
  • Adjusted net income* was $20.9 million, a decline of 7.0%.
  • Adjusted EBITDA* increased by $8.9 million to $37.7 million; Adjusted EBITDA margin* was 18.7%.
  • Operating cash flow increased to $62.5 million from an outflow of $0.6 million in the prior year.
  • Subsequent to quarter end, the Company entered into a new $650 million senior secured credit agreement with significant pricing improvement.

Full Year 2026 Guidance**

  • Revenue in the range of $905-$915 million, representing 103% year-over-year growth at the midpoint.
  • Adjusted EBITDA** of $155-$165 million, representing 76% year-over-year growth at the midpoint.

*Amounts are non-GAAP financial measures. See the schedules below for a discussion of non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure.
**The Company has not provided a reconciliation of Adjusted EBITDA guidance to net income, the most directly comparable GAAP measure, because certain items that are excluded from the non-GAAP financial measure, such as depreciation expense and other expenses, cannot be reasonably predicted or estimated at this time without unreasonable effort. Such items could have a material impact on reported results.

MIAMISBURG, Ohio, Nov. 12, 2026 (GLOBE NEWSWIRE) — Accelevation, Inc. (NASDAQ: ACCV) (“Accelevation” or the “Company”), a leading designer, manufacturer and installer of customized structural, electrical and mechanical systems for mission-critical infrastructure, reported financial results for the third quarter ended September 30, 2026.

Management Commentary

“At Accelevation, we design, manufacture, and install mission-critical infrastructure for customers who rely on our speed and certainty of delivery, and our third quarter results reflect the strength of our operating model and underlying markets,” said Michael Rubiera, Co-Founder and Chief Executive Officer of Accelevation. “We are pleased with our first reported quarter as a public company. Our end markets are accelerating, demand for our products is robust, and our ability to deliver customized solutions at scale for our customers is driving strong market share gains and growth in our business. Our backlog, order pace, and focus on productivity position us well to deliver strong results in the fourth quarter and beyond.”

“Our performance in the third quarter demonstrated the benefits of several strategic decisions we made previously to position Accelevation for where the industry is headed,” Michael Rubiera continued. “Our market is accelerating and we are seeing a shift toward modular, factory-built infrastructure. Based upon the strong demand from our customers, we continue to make investments in scaling our modular capabilities while also broadening our power product offering. We are expanding our addressable market through product innovation, diversifying our customer base, and growing our business with existing blue-chip customers to drive sustained, profitable growth.”

“We delivered strong growth, profitability, and cash generation in the quarter,” said Ken Krause, Chief Financial Officer of Accelevation. “Revenue increased more than 60%, bookings grew more than 350%, backlog rose to approximately $1.7 billion, and Adjusted EBITDA margins approached 19% following a weaker first half. Strong demand for our solutions continues to drive significant growth, while our focus on execution translated into improved margins. Operating cash flow increased significantly to over $62 million, representing cash conversion well in excess of 100% of net income for the quarter.”

“Following quarter end, we used the primary proceeds from our IPO to reduce debt and closed $650 million in new credit facilities with improved pricing while significantly decreasing our pro forma net leverage following the IPO,” Mr. Krause continued. “We believe our balance sheet is well positioned, with our new credit facilities providing ample capacity. Our reduced leverage post-IPO and enhanced financial flexibility allow us to continue investing in the business to support strong and growing demand across our end markets.”

“As we introduce full-year 2026 guidance today we are well positioned to continue delivering robust growth, an improving margin profile, and strong cash flow as we start the fourth quarter and look further out into 2027,” concluded Mr. Krause.

Three and Nine Months Ended Financial Highlights

(in millions, except per share) 3Q 2026   3Q 2025   % Chg   9M 2026   9M 2025   % Chg
GAAP Results                      
Revenues $ 202.2     $ 121.9     65.9 %   $ 639.7     $ 280.5     128.0 %
Gross profit $ 59.2     $ 42.1     40.4 %   $ 175.3     $ 90.4     93.9 %
Operating income $ 18.2     $ 18.1     0.7 %   $ 53.5     $ 21.5     148.4 %
Selling, general and administrative expenses (“SG&A”) $ 26.6     $ 15.8     68.5 %   $ 81.2     $ 44.4     83.1 %
SG&A Margin   10.9 %     12.0 %   (116) bps     10.1 %     12.4 %   175 bps
Net income $ 3.2     $ 13.6     (76.9) %   $ 22.5     $ 4.9     355.5 %
Net income margin   1.6 %     11.2 %   (964) bps     3.5 %     1.8 %   175 bps
Net cash from operating activities $ 62.5     $ (0.6 )   nm   $ 58.3     $ (5.6 )   nm
Non-GAAP Results and Key Metrics                    
Adjusted SG&A(1) $ 22.0     $ 14.7     49.9 %   $ 64.5     $ 34.8     85.5 %
Adjusted SG&A Margin(1)   10.9 %     12.0 %   (116) bps     10.1 %     12.4 %   (231) bps
Adjusted EBITDA(1) $ 37.7     $ 28.9     30.8 %   $ 106.1     $ 55.7     90.6 %
Adjusted EBITDA margin(1)   18.7 %     23.7 %   (502) bps     16.6 %     19.8 %   (325) bps
Adjusted Net Income(1) $ 20.9     $ 22.5     (7.0) %   $ 71.0     $ 37.3     90.2 %
Adjusted Net Income margin(1)   10.3 %     18.5 %   (811) bps     11.1 %     13.3 %   (221) bps
Free cash flow(1) $ 55.0     $ (3.3 )   nm   $ 39.2     $ (14.0 )   nm

(1) Amounts are non-GAAP financial measures or key performance metrics. See the appendix to this release for a discussion of non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure and definitions.


Financial Outlook for Fiscal Year 2026 

(in millions, except per share) Outlook YoY Growth
Revenues $905 to $915 102%-104%
Adjusted EBITDA** $155 to $165 71%-82%
     

Guidance is based on information as of today, November 12, 2026, and may be impacted by factors outside the Company’s control. See “Forward Looking Statements.”

Initial Public Offering

On October 1, 2026, after the end of the third quarter, Accelevation completed its initial public offering of 30,000,000 shares of Class A common stock at a public offering price of $18.00 per share. The offering consisted of 10,000,000 shares sold by Accelevation and 20,000,000 shares sold by certain selling stockholders affiliated with Olympus Partners. Accelevation’s Class A common stock began trading on the Nasdaq Global Select Market under the ticker symbol “ACCV” on September 30, 2026.

Accelevation received net proceeds of approximately $170.6 million after deducting underwriting discounts and commissions and estimated offering expenses. It used the net proceeds to purchase newly issued units of Accelevation Holdings LLC. Accelevation Holdings LLC applied those proceeds to repay outstanding indebtedness. Accelevation did not receive any proceeds from the sale of shares by the selling stockholders.

In connection with the initial public offering, Accelevation entered into new senior secured credit facilities consisting of a $400 million revolving credit facility and a $250 million Term Loan A. Because the offering closed after quarter end, third quarter financial results do not reflect the offering or the related transactions.

Conference Call and Webcast

Accelevation will host a conference call on Friday, November 13, 2026 at 8:30 a.m. Eastern Time to discuss its third quarter results. A link to the webcast of the live conference call will be available on the Investor Relations section of the Company’s website at https://investors.accelevation.com. A replay of the conference call will be available for one year following the webcast.

About Accelevation Holdings Corp.

Accelevation is a leading designer, manufacturer and installer of customized structural, electrical and mechanical systems for mission-critical infrastructure. Its vertically integrated model combines U.S.-based manufacturing and nationwide field service capabilities to move customers faster from design through deployment with innovative, factory-built solutions engineered for speed, scalability and certainty. Accelevation solves complex needs at scale while investing in its communities, growing the skilled trades and creating opportunities for people to build lasting careers and share in the value they create.

Forward-Looking Statements

This press release and the related conference call contain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements include all statements that are not historical facts, including our guidance, the conversion of our backlog into revenue, demand in our end markets and for our products, increases in market share, our capabilities to satisfy demand, continued investment in our business, including capacity expansion and our modular and power product offerings, the diversification of our customer base and expansion of our addressable market, our estimated and projected costs, expenditures, cash flows, growth rates and margin improvements, our future leverage, the expected benefits from the entry into the new facilities, our plans and objectives for future operations and the execution of our growth strategy and long-term strategic priorities.

There is no assurance that any forward-looking statements will materialize. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: a reduction in demand or slowdown in the growth of drivers of data center demand; changes in data center industry dynamics, including increased siting constraints or community opposition; negative publicity about us or our industry; our dependence on a limited number of large-scale data center customers; our dependence on a concentrated base of hyperscale and colocation customers; our backlog being subject to unexpected adjustments and cancellations; our ability to compete effectively on speed-to-capacity, on-time delivery, customization, integration and price against intense and increasing competition; our failure to anticipate and adapt to rapid changes in data center technologies and architectures; our failure to secure new contracts; our ability to identify, integrate and realize the expected benefits of acquisitions; limitations on our indemnification rights in acquisition agreements; the success of our cost management strategies, vertically integrated operating model and modular infrastructure platform; extended sales cycles and irregular customer ordering patterns; our exposure to cost overruns and schedule penalties under fixed-price or committed-schedule arrangements; our dependence on the continued service of our founders and key leaders and our ability to recruit and retain skilled engineers, technicians and electricians; our ability to scale operations rapidly, including investment in workforce development, operating infrastructure and cross-functional coordination; any equipment failure, capacity constraints, labor availability and safety incidents, including physical hazards inherent to our industry; shortages, quality issues, price increases, transportation disruptions or government trade actions affecting raw materials and components in our supply chain; our reliance on contractors and subcontractors to supplement our own capabilities and to conduct aspects of our business; an economic downturn, tighter financing conditions or pricing challenges; geopolitical developments, trade policy shifts and macroeconomic volatility, including commodity price volatility; seasonal variations in operations and demand that affect construction activity; business disruption, natural disasters, public health events or other catastrophic events; our failure to adequately protect our intellectual property and other proprietary rights; claims alleging infringement, misappropriation or violation of third-party intellectual property rights; our failure to obtain or maintain sufficient insurance at acceptable cost; changes in laws, regulations and standards applicable to our business; disruption in our customers’ markets from future AI-related legislation and regulation and the impact it may have on demand for our products and services; product defects, installation errors or performance shortfalls resulting in warranty claims, reputational harm and liability; potential legal proceedings and disputes arising from our operations; misconduct or noncompliance by employees or subcontractors; our ability to comply with environmental, health and safety laws in our manufacturing facilities and at customer sites; our indebtedness and financing needs and the limitations our existing Credit Agreement imposes, and any future credit agreements may impose, on us; our inability to remediate our material weaknesses, or our failure to develop and maintain effective internal control over financial reporting; cybersecurity incidents or data privacy breaches; risks and uncertainties related to the development and use of AI, which may present business, compliance and reputational risks; and other factors set forth in our filings with the U.S. Securities and Exchange Commission.

You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of the date of this press release and related conference call. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Contacts

Investor Relations Contact:
Larry De Maria, CFA
ir@accelevation.com
+1 (937) 560-1133

Media Contact:
Chandler Martin
media@accelevation.com
+1 (937) 802-2931

APPENDIX: FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS

Condensed Consolidated Statements of Income (Unaudited)

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands)   2026       2025       2026       2025  
Revenue $ 202,224     $ 121,888     $ 639,675     $ 280,518  
Cost of goods sold   143,063       79,755       464,364       190,091  
Gross profit   59,161       42,133       175,311       90,427  
Operating expenses:              
Selling, general and administrative expenses   26,561       15,766       81,206       44,350  
Amortization of intangible assets   13,765       8,040       31,136       23,800  
Related party expenses   640       256       7,378       756  
Impairment on assets held for sale   —       —       2,128       —  
Total operating expenses   40,966       24,062       121,848       68,906  
Operating income   18,195       18,071       53,463       21,521  
Non-operating income (expenses)              
Interest income   657       123       1,199       182  
Interest expense   (16,046 )     (5,673 )     (31,323 )     (16,106 )
Other income (expenses), net   345       1,409       81       (68 )
Total non-operating expense, net   (15,044 )     (4,141 )     (30,043 )     (15,992 )
Income before taxes   3,151       13,930       23,420       5,529  
(Benefit) provision for income taxes   (2 )     284       942       594  
Net income   3,153       13,646       22,478       4,935  
Net income attributable to noncontrolling interest   222       —       718       —  
Net income attributable to Accelevation LLC   2,931       13,646       21,760       4,935  

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands) September 30,
2026
  December 31,
2025
ASSETS      
Current assets      
Cash and cash equivalents $ 108,512     $ 16,267
Accounts receivable, net of allowance   119,952       82,302
Contract assets   96,741       52,816
Inventories   66,991       45,285
Prepaid expenses and other current assets   13,211       5,188
Assets held for sale   —       8,802
Total current assets   405,407       210,660
Property, plant and equipment, net   48,994       32,942
Right-of-use assets – operating leases   45,637       23,441
Goodwill   186,400       186,400
Intangible assets, net   237,072       268,208
Other long-term assets   7,392       1,296
Total assets   930,902       722,947
LIABILITIES AND MEMBERS’ EQUITY      
Current liabilities      
Accounts payable   77,597       68,283
Accrued expenses and other current liabilities   29,027       16,139
Contract liabilities   104,678       12,252
Related party payable   365       7,944
Current maturities of long-term debt   6,676       2,683
Current portion of operating lease liabilities   5,710       2,815
Liabilities held for sale   —       3,699
Total current liabilities   224,053       113,815
Other liabilities      
Long-term debt, net   648,776       269,874
Operating lease liabilities, net   41,782       21,794
Other long-term liabilities   11,794       10,305
Total other liabilities   702,352       301,973
Members’ equity      
Members’ equity   23,661       283,427
Members’ notes receivable   (22,095 )     —
Retained earnings   2,931       17,815
Total members’ equity   4,497       301,242
Noncontrolling interest   —       5,917
Total equity   4,497       307,159
Total liabilities and equity $ 930,902     $ 722,947

Condensed Consolidated Statements of Cash Flows (Unaudited)

  Nine Months Ended September 30,
(in thousands)   2026       2025  
OPERATING ACTIVITIES      
Net income $ 22,478     $ 4,935  
Depreciation, amortization, and other noncash items   50,581       34,501  
Working capital and other operating activities   (14,794 )     (45,012 )
Net cash provided by (used in) operating activities   58,265       (5,576 )
INVESTING ACTIVITIES      
Purchases of property and equipment   (19,037 )     (8,413 )
Payments for purchases of businesses, net of cash acquired   —       (398,433 )
Other investing activities   1,643       —  
Net cash used in investing activities   (17,394 )     (406,846 )
FINANCING ACTIVITIES      
Net proceeds from debt, after debt issuance costs   382,233       230,160  
Distributions and notes issued to members   (318,387 )     (16,905 )
Other financing activities   (12,472 )     214,405  
Net cash provided by financing activities   51,374       427,660  
Change in cash and cash equivalents   92,245       15,238  


Non-GAAP Financial Measures 

Adjusted SG&A

Adjusted SG&A is calculated as SG&A plus or minus (i) equity-based compensation, (ii) sponsor fees and expenses, (iii) public company readiness costs, (iv) acquisition-related costs, (v) changes in the fair value of contingent consideration liabilities, and (vi) other non-recurring items. Adjusted SG&A Margin reflects Adjusted SG&A as a percentage of Revenue.

Among other limitations, Adjusted SG&A and Adjusted SG&A Margin do not reflect all cash expenditures, do not reflect certain recurring noncash charges, and do not reflect the impact of certain cash charges resulting from matters the Company considers not to be indicative of ongoing operations.

The Company presents Adjusted SG&A and Adjusted SG&A Margin because it believes the metrics assist investors and analysts in comparing performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of core operating performance. Management uses these metrics are used by management to compare SG&A expenses consistently over various periods.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as net income (loss) adjusted for interest income and expense, provision for income taxes, depreciation and amortization expense, equity-based compensation expense, public company readiness costs, acquisition costs, sponsor fees and expenses, change in fair value of acquisition earnout and asset impairment, as well as certain non-recurring items, including payments to Olympus that ceased upon the IPO. Adjusted EBITDA Margin reflects Adjusted EBITDA as a percentage of Revenue.

Among other limitations, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the Company’s cash expenditures, or future requirements, for capital expenditures or contractual commitments, non-cash charges for depreciation and amortization, and do not reflect the impact of certain cash charges resulting from matters the Company considers not to be indicative of ongoing operations such as interest expense. Adjusted EBITDA and Adjusted EBITDA Margin also do not reflect income tax expense or benefit.

The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin are important metrics for management and investors as they (i) adjust for the impact of items that the Company does not believe are indicative of core operating results or the overall health of the Company and (ii) allow for consistent comparison of operating results over time. In addition, the Company uses Adjusted EBITDA and Adjusted EBITDA Margin in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of its business strategies.

Adjusted Net Income and Adjusted Net Income Margin

Adjusted Net Income is calculated as net income (loss) plus or minus (i) amortization of intangibles, (ii) equity-based compensation, (iii) sponsor fees and expenses, (iv) public company readiness costs, (v) acquisition-related costs, (vi) changes in the fair value of contingent consideration liabilities, (vii) asset impairments, (viii) other non-recurring items, and (ix) tax impact of adjustments. Adjusted Net Income Margin reflects Adjusted Net Income as a percentage of Revenue.

Among other limitations, Adjusted Net Income and Adjusted Net Income Margin do not reflect all cash expenditures, or future requirements, for capital expenditures or contractual commitments, do not reflect certain recurring noncash charges, and do not reflect the impact of certain cash charges resulting from matters the Company considers not to be indicative of ongoing operations.

The Company presents Adjusted Net Income and Adjusted Net Income Margin because it believes the metrics assist investors and analysts in comparing performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of core operating performance. Adjusted Net Income and Adjusted Net Income Margin are used by management to evaluate the effectiveness of its business strategies.

Free Cash Flow

The Company defines Free Cash Flow as Net Cash Provided by Operating Activities reduced by Purchases of Property and Equipment. Management uses Free Cash Flow to provide insight into liquidity, cash-generating capability, as well as demonstrate its ability to fund future growth. Free Cash Flow should be considered in addition to, rather than as a substitute for, Net Cash Provided by Operating Activities as a measure of liquidity. Additionally, the Company’s definition of Free Cash Flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, management believes it is important to view Free Cash Flow as a measure that provides supplemental information to the consolidated statements of cash flows.

Reconciliation of SG&A to Adjusted SG&A

  Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands)   2026       2025       2026       2025  
Selling, general, and administrative costs $ 26,561     $ 15,766     $ 81,206     $ 44,350  
Less:              
Equity-based compensation   751       124       1,941       278  
Sponsor fees and expenses(1)   260       256       774       756  
Public company readiness costs(2)   3,907       —       12,535       —  
Strategic acquisition costs   —       67       —       6,104  
Change in fair value of acquisition earnout   (560 )     577       537       1,532  
Other(3)   196       59       936       909  
Adjusted SG&A $ 22,007     $ 14,683     $ 64,483     $ 34,771  
               
Revenue $ 202,224     $ 121,888     $ 639,675     $ 280,518  
SG&A Margin   13.1 %     12.9 %     12.7 %     15.8 %
Adjusted SG&A Margin   10.9 %     12.0 %     10.1 %     12.4 %

(1) Represents fees and expense reimbursements paid to the Company’s sponsor, which will no longer be paid in future periods.

(2) Represents non-recurring professional service fees related to the IPO readiness included as Related Party Expenses and Selling, General and Administrative Expenses on the condensed consolidated income statements.

(3) Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change in capitalization thresholds and abandonment of certain fixed assets. For the three and nine months ended September 30, 2026, Other includes loss on the sale of WMS and disposals of certain fixed assets.

Reconciliation of Net Income to Adjusted EBITDA*

  Three Months Ended September 30,   Nine Months Ended September 30,
(in thousands)   2026       2025       2026       2025  
Net income (loss) $ 3,153     $ 13,646       22,478       4,935  
Interest expense   16,046       5,673       31,323       16,106  
Interest income   (657 )     (123 )     (1,199 )     (182 )
(Benefit) provision for income taxes   (2 )     284       942       594  
Depreciation expense   881       260       2,579       831  
Amortization of intangibles   13,765       8,040       31,136       23,800  
Equity-based compensation   751       124       1,941       278  
Acquisition costs   —       67       —       6,104  
Sponsor fees and expenses(1)   260       256       774       756  
Public company readiness costs(2)   3,907       —       12,535       —  
Change in fair value of acquisition earnout   (560 )     577       537       1,532  
Asset impairment   —       —       2,128       —  
Other(3)   196       59       936       909  
Adjusted EBITDA $ 37,740     $ 28,863     $ 106,110     $ 55,663  
               
Revenue $ 202,224     $ 121,888     $ 639,675     $ 280,518  
Net Income Margin   1.6 %     11.2 %     3.5 %     1.8 %
Adjusted EBITDA Margin   18.7 %     23.7 %     16.6 %     19.8 %

(1) Represents fees and expense reimbursements paid to the Company’s sponsor, which will no longer be paid in future periods.

(2) Represents non-recurring professional service fees related to the IPO included as Related Party Expenses and Selling, General and Administrative Expenses on the condensed consolidated income statements.

(3) Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change in capitalization thresholds and abandonment of certain fixed assets. For the nine months ended September 30, 2026, Other includes loss on the sale of WMS and disposals of certain fixed assets.

Reconciliation of Net Income to Adjusted Net Income*

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands)   2026       2025       2026       2025  
Net income (loss) $ 3,153     $ 13,646       22,478       4,935  
Amortization of intangibles   13,765       8,040       31,136       23,800  
Equity-based compensation   751       124       1,941       278  
Sponsor fees and expenses(1)   260       256       774       756  
Public company readiness costs(2)   3,907       —       12,535       —  
Acquisition costs   —       67       —       6,104  
Change in fair value of acquisition earnout   (560 )     577       537       1,532  
Asset impairment   —       —       2,128       —  
Other(3)   196       59       936       909  
Tax impact of adjustments   (550 )     (274 )     (1,500 )     (1,001 )
Adjusted Net income $ 20,922     $ 22,495     $ 70,965     $ 37,313  
               
Revenue $ 202,224     $ 121,888     $ 639,675     $ 280,518  
Net Income Margin   1.6 %     11.2 %     3.5 %     1.8 %
Adjusted Net Income Margin   10.3 %     18.5 %     11.1 %     13.3 %

(1) Represents fees and expense reimbursements paid to the Company’s sponsor, which will no longer be paid in future periods.

(2) Represents non-recurring professional service fees related to the IPO readiness included as Related Party Expenses and Selling, General and Administrative Expenses on the condensed consolidated income statements.

(3) Other for the year ended December 31, 2025 primarily includes disposals of fixed assets due to a one-time policy change in capitalization thresholds and abandonment of certain fixed assets. For the three and nine months ended September 30, 2026, Other includes loss on the sale of WMS and disposals of certain fixed assets.

Reconciliation of Net Cash from Operating Activities to Free Cash Flow*

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
(in thousands)   2026       2025       2026       2025  
Net cash (used in) provided by operating activities $ 62,506     $ (645 )   $ 58,265     $ (5,576 )
Purchase of property and equipment   (7,500 )     (2,629 )     (19,037 )     (8,413 )
Free Cash Flow $ 55,006     $ (3,274 )   $ 39,228     $ (13,989 )


Performance Metrics

The Company utilizes certain performance metrics (defined below) to provide an indication of trends in operating results, including future business, and to provide a useful indicator of the volume of our business over time. Measuring backlog, bookings, and book-to-bill ratio involves the use of judgments, and there are no independent standards or requirements governing the calculation of these metrics. These metrics may be impacted by, among other factors, the types of services and systems sold, contract duration, the pace of customer spending, actual volumes of services and systems delivered as compared to the volumes anticipated at the time of sale, and contract modifications over the lifetime of a contract. Information regarding these performance metrics is not comparable to, nor should it be substituted for, an analysis of reported revenues.

Backlog consists of the remaining unrecognized revenue on executed contracts and purchase orders, as well as letters of intent and notices to proceed with respect to purchase orders received in writing. The Company utilizes backlog to provide additional insights regarding trends in future revenue and market penetration.

Bookings is defined as the aggregate dollar value of executed customer contracts and purchase orders, as well as letters of intent and notices to proceed with respect to purchase orders received in writing, during a given period.

Book-to-bill ratio is defined as bookings divided by revenue for the applicable period.

– Completed initial public offering (IPO) and concurrent private placement generating aggregate gross proceeds of approximately $602.5 million; cash position expected to fund operations into 2030 –

– Advanced three Phase 2 clinical trials for agazisiran for the treatment of complement-mediated diseases –

– Received Fast Track designation for onvuzosiran for HAE –

SAN DIEGO, Nov. 12, 2026 (GLOBE NEWSWIRE) — ADARx Pharmaceuticals, Inc. (“ADARx” or the “Company”) (Nasdaq: ADRX), a late-clinical stage biotechnology company developing next-generation siRNA therapeutics, today reported financial results for the third quarter ended September 30, 2026, and provided a summary of recent business highlights.

“We have made significant progress across our pipeline of next-generation siRNA therapeutics, bolstered by the successful completion of our IPO and concurrent private placement. These financings provide the resources to advance three clinical-stage programs in parallel, bring two advanced preclinical candidates into the clinic, and support additional IND filings as we expand our pipeline,” said Zhen Li, Ph.D., President and Chief Executive Officer of ADARx. “As the siRNA field evolves, we see tremendous opportunity to expand the range of diseases these therapeutics can address. We believe that our progress with differentiated liver-targeted programs and targeted delivery to extrahepatic tissues positions us to advance our mission of delivering life-changing treatments to patients with unmet medical needs.”

Third Quarter 2026 and Recent Business Highlights

  • Agazisiran – Advancing three Phase 2 clinical trials for the treatment of complement-mediated diseases: ADARx continued to advance three Phase 2 clinical trials ongoing in: (1) renal diseases, including IgA nephropathy (IgAN), complement 3 glomerulopathy (C3G) and immune complex membranoproliferative glomerulonephritis (IC-MPGN); (2) paroxysmal nocturnal hemoglobinuria (PNH); and (3) geographic atrophy (GA) secondary to age-related macular degeneration (AMD), to support its potential as a pipeline-in-a-product opportunity. ADARx intends to explore additional dosing regimens in its Phase 2 IgAN and PNH clinical trials.
  • Onvuzosiran – Received Fast Track designation for HAE: In August 2026, the U.S. Food and Drug Administration (FDA) granted Fast Track designation to onvuzosiran for prophylaxis to prevent attacks of hereditary angioedema (HAE). Onvuzosiran is currently being evaluated in the Phase 3 STOP-HAE clinical trial (NCT06960213).
  • ADX-626 – Advanced clinical development and Phase 2 planning in secondary stroke prevention (SSP) and stroke prevention in atrial fibrillation (AFib): Phase 2 planning for ADARx’s Factor XI (FXI) program is underway for development in SSP and for exploratory studies in stroke prevention in patients with AFib. Determination has been made to not evaluate higher doses after the third dose cohort (400 mg) in the ongoing Phase 1 trial, and the Company intends to evaluate higher doses in its planned Phase 2 clinical trial.
  • Closed IPO and concurrent private placement for aggregate gross proceeds of approximately $602.5 million: ADARx closed its IPO of 30,187,500 shares of its common stock, including 3,937,500 shares issued and sold on October 1, 2026 upon the underwriters’ exercise in full of their option to purchase additional shares, at a price of $17.00 per share. All of the shares of common stock were offered by ADARx and gross proceeds from the IPO, before deducting underwriting discounts and commissions and other offering expenses, were $513.2 million. Together with gross proceeds of $89.3 million from the 5,255,542 shares issued and sold in the concurrent private placement with AbbVie, aggregate gross proceeds from the IPO and concurrent private placement totaled approximately $602.5 million. ADARx’s common stock began trading on the Nasdaq Global Select Market under the ticker symbol “ADRX” on September 25, 2026.
  • Expanded leadership team with board and executive appointments: Executive leader and current K2 Therapeutics CEO, Ying Huang, Ph.D., was appointed to the Board of Directors and veteran human resources leader Robert Ackles was appointed as Chief People Officer to help guide the Company’s strategic growth.

Anticipated Key Milestones:

  • Agazisiran (CFB) Phase 2 data:
    • IgAN – mid-2027 (9-month UPCR reduction data), 2H 2027 (1-year eGFR stabilization data)
    • C3G – 2H 2027
    • PNH – 2H 2027
  • Onvuzosiran (PKK): Phase 3 STOP-HAE topline data by year-end 2027
  • ADX-626 (FXI): Phase 2a/b initiation in SSP in 2027
  • ADX-077 (OBE1): Phase 1 initiation in obesity in 2027
  • ADX-199 (APP): Phase 1 initiation by year-end 2027 or early 2028

Third Quarter 2026 Financial Results

As of September 30, 2026, ADARx had cash, cash equivalents and short-term investments of $901.0 million. This amount excludes net proceeds of approximately $62.3 million received on October 1, 2026 from the issuance and sale of an additional 3,937,500 shares of common stock pursuant to the underwriters’ exercise in full of their option to purchase additional shares at the IPO price of $17.00 per share. The Company expects its existing cash, cash equivalents and short-term investments, together with those proceeds, to fund its projected operating expenses and capital expenditure requirements into 2030.

Collaboration revenue was $2.2 million for the quarter ended September 30, 2026, compared to $1.6 million for the same period in 2025. In each case, such revenue was recognized under the Collaboration and License Option Agreement with the Puerto Rico branch of AbbVie Biotechnology Ltd based on the Company’s performance of research and development services completed during the respective periods.

Research and development (R&D) expenses were $26.7 million for the quarter ended September 30, 2026, compared to $19.4 million for the same period in 2025. The increase was primarily due to increases in external R&D expenses attributable to therapeutic candidates, preclinical and other external R&D expenses, and personnel-related expenses, partially offset by a decrease in other internal R&D expenses.

General and administrative (G&A) expenses were $7.7 million for the quarter ended September 30, 2026, compared to $5.1 million for the same period in 2025. The increase was primarily due to an increase in personnel-related costs, professional fees and other expenses, other G&A related costs, and stock-based compensation expenses.

Net loss was $28.1 million for the quarter ended September 30, 2026, compared to a net loss of $17.9 million for the same period in 2025.

Upcoming Events

ADARx expects to participate in the following upcoming investor conference:

  • UBS Global Biopharma Conference – London, Monday, November 16, 2026 at 2:00 pm GMT

About ADARx Pharmaceuticals

ADARx Pharmaceuticals, Inc. is a late-clinical stage biotechnology company focused on developing next-generation RNA therapeutics designed to treat a broad spectrum of diseases. The Company is focused on advancing and expanding its pipeline of highly potent, selective and durable small interfering RNA (“siRNA”) therapeutic candidates, including three clinical-stage programs and two advanced preclinical programs. ADARx’s three hepatic-targeted programs are agazisiran, onvuzosiran and ADX-626, and its two extrahepatic-targeted programs are ADX-077 and ADX-199. Beyond its named programs, ADARx plans to continue to leverage its proprietary technologies to strategically expand its pipeline of next-generation siRNA therapeutics. ADARx’s goal is to control the expression of specific disease drivers with highly selective RNA targeted therapies, delivering life-changing treatments for patients with urgent unmet medical needs.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact contained in this press release are forward-looking statements, including statements regarding: ADARx’s cash runway; the anticipated timing of data from ADARx’s clinical trials; the anticipated initiation and timing of ADARx’s preclinical studies and clinical trials; the potential of agazisiran as a pipeline-in-a-product opportunity; the potential safety, efficacy, durability and other benefits of ADARx’s therapeutic candidates and technologies, including its extrahepatic delivery technology; ADARx’s ability to advance its clinical programs in parallel, advance its preclinical candidates into clinical development and submit additional INDs; the anticipated use of the proceeds from the IPO and concurrent private placement; the potential of siRNA therapeutics to address a broader range of diseases; and ADARx’s strategy, plans and objectives. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on ADARx’s current expectations and assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including risks related to the timing, progress and results of ADARx’s preclinical studies and clinical trials, ADARx’s ability to obtain regulatory clearances and approvals for its therapeutic candidates, ADARx’s reliance on third parties and ADARx’s capital needs. For a further description of these and other risks and uncertainties, see the section titled “Risk Factors” in ADARx’s final prospectus filed with the Securities and Exchange Commission (SEC) pursuant to Rule 424(b), ADARx’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 to be filed with the SEC and ADARx’s other filings with the SEC. Forward-looking statements speak only as of the date of this press release, and you should not place undue reliance on them. Except as required by applicable law, ADARx undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 
ADARx PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
(UNAUDITED)
             
    September 30,     December 31,  
    2026     2025  
             
Assets            
Current assets:            
Cash and cash equivalents   $ 570,610     $ 66,517  
Short-term investments     330,397       413,479  
Prepaid expenses and other current assets     17,507       13,379  
Total current assets     918,514       493,375  
Property and equipment, net     4,397       4,734  
Operating lease right-of-use assets     6,053       7,336  
Other non-current assets     100       2,210  
Total assets   $ 929,064     $ 507,655  
Liabilities, convertible preferred stock, and stockholders’ equity (deficit)            
Current liabilities:            
Accounts payable   $ 9,346     $ 5,844  
Accrued expenses and other current liabilities     11,594       6,371  
Deferred revenue, current portion     20,924       16,557  
Lease liabilities, current portion     1,710       1,713  
Total current liabilities     43,574       30,485  
Lease liabilities, less current portion     4,749       6,028  
Deferred revenue, less current portion     305,524       314,994  
Other long-term liabilities     815       781  
Total liabilities     354,662       352,288  
Commitments and contingencies            
Convertible preferred stock:            
Series A convertible preferred stock, $0.0001 par value; zero and 31,315,236 shares authorized as of September 30, 2026 and December 31, 2025; zero and 26,726,324 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     —       37,553  
Series B convertible preferred stock, $0.0001 par value; zero and 14,653,302 shares authorized as of September 30, 2026 and December 31, 2025; zero and 12,506,015 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     —       74,787  
Series B-1 convertible preferred stock, $0.0001 par value; zero and 6,913,353 shares authorized as of September 30, 2026 and December 31, 2025; zero and 5,900,272 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     —       45,710  
Series C convertible preferred stock, $0.0001 par value; zero and 24,038,463 shares authorized as of September 30, 2026 and December 31, 2025; zero and 20,515,872 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     —       199,572  
Stockholders’ equity (deficit):            
Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized, zero shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     —       —  
Common stock, $0.0001 par value; 999,999,999 and 102,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 107,255,963 and 9,659,572 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively     11       —  
Additional paid-in capital     873,785       16,489  
Accumulated other comprehensive (loss) income     (2,152 )     1,955  
Accumulated deficit     (297,242 )     (220,699 )
Total stockholders’ equity (deficit)     574,402       (202,255 )
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)   $ 929,064     $ 507,655  
                 

 
ADARx PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
             
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2026     2025     2026     2025  
Revenue:                        
Collaboration revenue   $ 2,217     $ 1,555     $ 5,103     $ 1,763  
Operating expenses:                        
Research and development     26,713       19,416       75,032       49,381  
General and administrative     7,681       5,146       19,195       14,399  
Total operating expenses     34,394       24,562       94,227       63,780  
Loss from operations     (32,177 )     (23,007 )     (89,124 )     (62,017 )
Other income, net:                        
Interest income     3,479       4,622       11,234       9,363  
Other income     581       502       1,347       1,127  
Total other income, net     4,060       5,124       12,581       10,490  
Net loss   $ (28,117 )   $ (17,883 )   $ (76,543 )   $ (51,527 )
Other comprehensive income (loss):                        
Foreign currency translation adjustment     3       (6 )     32       (28 )
Unrealized (losses) gains on available-for-sale securities     (1,372 )     435       (4,139 )     1,236  
Total comprehensive loss   $ (29,486 )   $ (17,454 )   $ (80,650 )   $ (50,319 )
Net loss per share, basic and diluted   $ (1.74 )   $ (1.85 )   $ (6.46 )   $ (5.35 )
Weighted-average shares outstanding, basic and diluted     16,127,078       9,654,689       11,840,561       9,632,648  
                                 

CONTACT: Contacts
Investors: ir@adarx.com
Media: teri@redhousecomms.com

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