Adjusted EBITDA (non-GAAP) improves 39.2%, revenue grows 2.8%, and GAAP operating loss improves 14.0% quarter-over-quarter

NEW YORK, Nov. 03, 2026 (GLOBE NEWSWIRE) — Fusemachines Inc. (Nasdaq: FUSE) (“Fusemachines” or the “Company”), a leading provider of enterprise AI products and services, today announced its financial results for the third quarter ended September 30, 2026, reporting significant improvements in operating performance, continued quarter-over-quarter revenue growth, and a strengthened stockholders’ equity position.

The Company’s GAAP loss from operations improved 14.0% to $2.3 million, while revenue increased 2.8% to $1.85 million. Its GAAP net loss was $4.6 million, compared with $2.8 million in the second quarter of 2026, and included a $2.2 million non-cash charge associated with the change in the fair value of its forward purchase derivative liability. The Company also reported a 39.2% quarter-over-quarter improvement in Adjusted EBITDA, a non-GAAP financial measure, with its Adjusted EBITDA loss narrowing to $1.4 million from $2.3 million in the second quarter of 2026.

These improvements reflect the impact of the Company’s cost-reduction initiatives which have lowered operating expenses without affecting continued revenue growth. The Company also improved stockholders’ equity by $9.1 million during the quarter, reducing its stockholders’ deficit by 52.7%, primarily as a result of forward purchase agreement transactions, and shares issued to settle vendor invoices and employee obligations. The Company continues to have a stockholders’ deficit and negative operating cash flow, and its financial statements disclose substantial doubt about its ability to continue as a going concern.

“Our 39.2% quarter-over-quarter improvement in our Adjusted EBITDA demonstrates the meaningful progress we are making in improving the financial and operational performance of Fusemachines,” said Sameer Maskey, Founder and Chief Executive Officer of Fusemachines. “Our cost-reduction initiatives are delivering measurable results, allowing us to significantly reduce operating losses while continuing to grow revenue. We remain focused on building a more efficient operating structure, strengthening our financial position, and advancing our enterprise AI business.”

Third Quarter 2026 Financial Highlights

  • Adjusted EBITDA (non-GAAP) improved 39.2% quarter-over-quarter, with the non-GAAP loss narrowing to $1.4 million compared with $2.3 million in Q2 2026, an improvement of $0.9 million.
  • GAAP net loss was $4.6 million, or $.15 per basic and diluted share, compared with $2.8 million, or $.10 per basic and diluted share, in Q2 2026, including a $2.2 million non-cash loss associated with the change in fair value of the forward purchase derivative liability.
  • GAAP loss from operations improved 14.0%, narrowing to $2.3 million compared with $2.7 million in the prior quarter.
  • Revenue increased 2.8% quarter-over-quarter to $1.85 million compared with $1.79 million in the prior quarter.
  • Total operating expenses declined 9.8% to $3.3 million from $3.7 million in Q2 2026.
  • Combined cost of revenue and operating expenses declined 7.2% to $4.2 million from $4.5 million, demonstrating improved overall cost efficiency.
  • Stockholders’ equity improved by $9.1 million, reducing the stockholders’ deficit from $17.4 million at June 30, 2026, to $8.2 million at September 30, 2026, primarily as a result of forward purchase agreement transactions and share issuances for payables and accrued wages.

Improving Operational Efficiency While Growing Revenue
During the third quarter, Fusemachines continued executing cost-reduction initiatives designed to improve operating efficiency while supporting the growth of its enterprise AI business.

Total operating expenses declined 9.8% sequentially, with general and administrative expenses decreasing 10.9% and selling and marketing expenses declining 7.0%. Combined cost of revenue and operating expenses fell 7.2% compared with the prior quarter.

Despite these expense reductions, quarterly revenue increased to $1.85 million from $1.79 million, representing 2.8% sequential growth.

The combination of higher revenue and lower operating expenses contributed to a 14.0% improvement in GAAP operating loss and a 39.2% improvement in Adjusted EBITDA, highlighting the effectiveness of the Company’s ongoing operational restructuring and cost-management efforts.

Non-GAAP Financial Measures
This press release includes Adjusted EBITDA, a non-GAAP financial measure. Fusemachines defines Adjusted EBITDA as net loss before interest expense, income taxes, depreciation and amortization, adjusted for stock-based compensation, including restricted stock units, changes in fair value, gains or losses on extinguishment of debt and payables, and severance expense.

Management uses Adjusted EBITDA to evaluate the Company’s operating performance and the results of its cost-reduction initiatives, and believes it provides investors with useful supplemental information for comparing operating performance across periods. Management excludes interest expense, income taxes, and depreciation and amortization because these items relate to the Company’s capital structure, tax position and historical investments rather than its current operations. Management excludes stock-based compensation, including restricted stock unit expense, because it is a non-cash expense. Management excludes changes in fair value, including the change in fair value of the forward purchase derivative liability, and gains on extinguishment of payables, because these items are non-cash, result from financing and settlement transactions or changes in the Company’s stock price, and are not indicative of operating results. Management excludes severance expense incurred in connection with the Company’s cost-reduction initiatives because it does not reflect ongoing operating costs.

Adjusted EBITDA is not calculated in accordance with GAAP and should not be considered a substitute for GAAP net loss, operating cash flow, or other GAAP measures. Other companies may calculate similarly titled measures differently.

About Fusemachines
Founded in 2013, Fusemachines is a global provider of enterprise AI products and services, on a mission to democratize AI. Leveraging proprietary AI Studio, AI Engines and AI Agents, the Company helps drive clients’ AI Enterprise Transformation, regardless of where they are in their Digital AI journeys. With offices in North America, Asia and Latin America, Fusemachines provides a suite of enterprise AI offerings and specialty services that allow organizations of any size to implement and scale AI.

Fusemachines continues to actively pursue the mission of democratizing AI by providing high-quality AI education in underserved communities and helping organizations achieve their full potential with AI.

To learn about Fusemachines,visit www.fusemachines.com

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws that involve substantial risks and uncertainties. Any statements, other than statements of historical fact included in this press release, are forward-looking statements, including statements concerning the Company’s business strategy, operational efficiency, cost-management initiatives, future growth, financial position, financing plans, and efforts to maintain its Nasdaq listing. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

These risks include, among others, the Company’s ability to obtain additional financing, manage liquidity, continue as a going concern, sustain operating cost reductions, retain and attract customers, commercialize its AI offerings, strengthen stockholders’ equity, and maintain compliance with applicable Nasdaq listing requirements; the impact of changes in the fair value of the forward purchase derivative liability; and dilution from equity issuances. Additional risks and uncertainties are described under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in subsequent filings with the U.S. Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q, which are available on the SEC’s website at www.sec.gov.

You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Except as required by applicable law, Fusemachines undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Media Contact:

pr@fusemachines.com

Investor Contact:

ir@fusemachines.com

+1 347 212-5075

Fusemachines Inc. and Subsidiaries
Condensed Consolidated Interim Balance Sheets
(all amounts in USD, in thousands, except number of shares and per share data)

    September 30,
2026
  December 31,
2025
      (Unaudited)          
Assets                
Current assets:                
Cash and cash equivalents     1,454       4,221  
Accounts receivable, net     1,400       1,264  
Unbilled revenue     16       16  
Prepaid expenses and other current assets     575       753  
Customer incentive asset, current     193       –  
Total current assets     3,638       6,254  
Property and equipment, net     244       305  
Customer incentive asset, non-current     364       –  
Intangible assets, net     259       206  
Deferred tax assets     11       11  
Operating lease right-of-use assets     482       744  
Other assets     11       16  
Total assets     5,009       7,536  
Liabilities and stockholders’ deficit                
Current liabilities:                
Accounts payable     4,527       5,012  
Accrued expenses and other current liabilities     4,734       4,618  
Convertible notes payable, current     1,245       –  
Related party loan payable, current     300       300  
Forward purchase derivative liability     708       9,692  
Operating lease liability, current     45       85  
Short term debt     64       342  
Cumulative mandatorily redeemable common and preferred stock liability, current     1,063          
Total current liabilities     12,686       20,049  
Accounts payable non-current     –       143  
Warrant liability     30       121  
Cumulative mandatorily redeemable common and preferred stock liability, non-current     –       1,048  
Operating lease liability     508       751  
Total liabilities     13,224       22,112  
Commitments and Contingencies                
Stockholder’s deficit:                
Convertible preferred stock ($0.0001 par value, 5,000,000 shares authorized as of September 30, 2026 and December 31, 2025, respectively; Nil shares issued as of September 30, 2026 and December 31, 2025, respectively; Nil shares outstanding as of September 30, 2026 and December 31, 2025)     –       –  
Common stock ($0.0001 par value, 500,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 32,424,711 shares and 28,938,266 shares issued and outstanding as of September 30,2026 and December 31, 2025, respectively)     4       3  
Additional paid in capital     35,821       31,311  
Share subscription receivable     (738 )     (11,005 )
Accumulated deficit     (43,573 )     (35,145 )
Accumulated other comprehensive income     271       260  
Total stockholders’ deficit     (8,215 )     (14,576 )
Total liabilities and stockholders’ deficit     5,009       7,536  

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

Fusemachines Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss
(all amounts in USD, in thousands, except number of shares and per share data)

    Three Months ended,
September 30
    Nine Months ended,
September 30
 
    2026     2025     2026     2025  
    (Unaudited)     (Unaudited)  
                                 
Revenue     1,845       1,792       5,518       5,779  
Cost of revenue     (864 )     (796 )     (2,626 )     (2,488 )
Gross Profit     981       996       2,892       3,291  
Operating expenses:                                
Selling and marketing     356       293       1,151       934  
General and administrative     2,653       1,632       8,904       5,131  
Research and development     286       165       876       489  
Total operating expenses     3,295       2,090       10,931       6,554  
Loss from operations     (2,314 )     (1,094 )     (8,039 )     (3,263 )
Other (expense) income:                                
Interest expense     (353 )     (74 )     (459 )     (213 )
Loss on extinguishment of convertible notes payable     –       –       –       (391 )
Gain on extinguishment of payable     105       –       612       –  
Gain/(loss) on change in fair value of convertible notes and warrant liability     42       (61 )     91       (1,405 )
Loss on change in fair value of forward purchase derivative liability     (2,212 )     –       (604 )     –  
Other (expense) income     109       55       59       59  
Total other (expense)/income, net     (2,309 )     (80 )     (301 )     (1,950 )
Loss before income taxes     (4,623 )     (1,174 )     (8,340 )     (5,213 )
Provision for income tax     –       –       (4 )     –  
Net loss     (4,623 )     (1,174 )     (8,344 )     (5,213 )
Deemed dividend related to Shortfall Warrants modification                     (84 )     –  
Net loss attributable to common stockholders (i)     (4,623 )     (1,174 )     (8,428 )     (5,213 )
                                 
Weighted-average common shares outstanding – basic and diluted (ii)     30,586,609       7,672,654       29,502,942       7,406,332  
Net loss per common share – basic and diluted (i/ii)     (0.15 )     (0.15 )     (0.29 )     (0.70 )
                                 
Other Comprehensive income (loss)                                
Net loss     (4,623 )     (1,174 )     (8,344 )     (5,213 )
Change in foreign currency translation adjustment     2       8       11       8  
Total comprehensive loss     (4,621 )     (1,166 )     (8,333 )     (5,205 )

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

Fusemachines Inc. and Subsidiaries
Condensed Consolidated Interim Statements of Cash Flows
(all amounts in USD, in thousands)

    Nine months ended September 30,  
    2026     2025  
      (Unaudited)  
Cash flows from operating activities                
Net Loss     (8,344 )     (5,213 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation of property and equipment     74       73  
Amortization of intangible asset     103       66  
Amortization of customer incentive asset     22       –  
Provision for credit losses     –       46  
Stock-based compensation     1,309       176  
Amortization of right-of-use assets     215       65  
Amortization of convertible note discount     294       –  
Changes in fair value of convertible notes at fair value and warrant liability     (91 )     1,405  
Change in fair value of forward purchase derivative liability     604       –  
Accretion of cumulative mandatorily redeemable common and preferred stock liability     83       71  
Loss on extinguishment of debt     –       391  
Gain on extinguishment of payable     (612 )     –  
Unrealized foreign exchange gain/(loss)     –       (7 )
Changes in operating assets and liabilities:                
Accounts receivable, current, net     (208 )     87  
Unbilled revenue     (20 )     56  
Prepaid expenses and other current assets     185       (44 )
Accounts receivable, net     –       4  
Other assets     4       (7 )
Accounts payable     (156 )     1,989  
Operating lease liabilities     (232 )     (53 )
Accrued expenses and other current liabilities     1,963       461  
Deferred revenue     –       (54 )
Net cash used in operating activities     (4,807 )     (488 )
Cash flows from investing activities                
Costs capitalized for internally developed software     (157 )     (72 )
Purchases of property and equipment     (27 )     (8 )
Net cash used in investing activities     (184 )     (80 )
Cash flows from financing activities                
Proceeds from Convertible notes payable, current     2,050       180  
Repayment of Convertible notes payable, current     (224 )     –  
Proceeds received from sales of forward purchase agreement shares     679       –  
Payment of director and officer insurance liability (short term debt)     (376 )     –  
Proceeds from director and officer insurance liability (short term debt)     98       –  
Payment of deferred transaction costs     –       (5 )
Net cash (used in) / provided by financing activities     2,227       175  
Effect of exchange rate changes on cash and cash equivalents     (4 )     (1 )
Net change in cash and cash equivalents     (2,767 )     (394 )
Cash and cash equivalents at beginning of the period     4,221       500  
Cash and cash equivalents at end of the period     1,454       106  
Supplemental disclosures of cash flow information                
Cash paid for income taxes     22       18  
Cash paid for interest     12       –  
Non-cash investing and financing activities:                
Deemed dividend related to shortfall warrant modification     84       –  
Common Stock issued upon cashless exercise of stock options     39       707  
Unpaid deferred transaction costs as of the end of the period     –       507  
Waiver of deferred transaction costs as of the end of the period     –       505  
Issuance of shares vested upon repayment and forgiveness of 2023 Promissory Notes     –       3  
Warrants issues in connection with new Convertible Notes (Refer note 6)     231       –  
Shortfall warrant amendment (Refer note 16)     494       –  
Issuance of common stock as consideration payable to customer (Refer note 4)     578          
Issuance of common stock to settle outstanding severance pay of employees (Refer note 9)     460       –  
Issuance of common stock to settle outstanding invoices of vendor (Refer note 18)     1,298       –  
Adjustment of share subscription receivable on account of partial early termination of forward contract (Refer note 15)     9,588          
(Loss)/Gain on extinguishment of debt     –       (391 )

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

Proven OEM Sales, Production, Automation, and Service Team to Bring Newly Launched ElectroFlex® Peel-and-Stick Solar onto America’s Manufacturing Lines

SCOTTSDALE, Ariz., Nov. 03, 2026 (GLOBE NEWSWIRE) — SolarWindow Technologies, Inc. (Symbol: WNDW) today reported growing customer interest from OEM manufacturers in its ultra-thin, high-power, bendable ElectroFlex® solar – since its launch 70 days ago. In response, the Company announced its ElectroFlex® Deployment and Integration Team.

SolarWindow Technologies, Inc.

“I am proud to report that the first 70 days of our ElectroFlex® launch have demonstrated strong customer interest, with serious and growing engagement from Fortune 1000 OEM manufacturers with globally recognized brands. OEMs in transportation, mobility, and off-grid buildings have told us exactly what they need, and we have built an accomplished team to deliver on that,” stated Mr. Amit Singh, President & CEO of SolarWindow.

ElectroFlex® high-power solar sheets are thinner than a dime, targeting transportation, marine, aerospace, architectural, agricultural, infrastructure and utilities, and specialty vehicle markets. ElectroFlex® turns passive surface area that is otherwise dead weight into an active source of onboard power, extending range and reducing dependence on generators, shore power, and the grid.

“Our job is to take the rooftops and body panels an OEM has already engineered and make them generate power, on their production line and on their schedule,” said Tim Widner, who leads the SolarWindow Deployment and Integration Team, and is a former Lippert (NYSE: LCII) senior executive and manufacturing veteran. “Engineers don’t want to redesign their products to accommodate for bulky solar panels, and with ElectroFlex® they don’t have to. It applies directly to the product, on the line, as part of assembly.”

The Deployment and Integration Team is led by Tim Widner, who is joined by his former Lippert colleagues Matthew Stier, automation and controls engineer, and Kevin Graham, field services manager. Jessica Holden leads customer service and inside sales for OEM partners. Completing the Team is Patrick Sargent, SolarWindow Vice President of Product Development and Engineering. Together, they bring more than eight decades of combined experience in plant design, operations, product manufacturing, fabrication, and transportation sales, with specialized expertise in solar module design and installation, new technology integration, and automation within OEM production facilities.

The ElectroFlex® Deployment and Integration Team

Tim Widner, Executive, OEM Deployment and Integration – Tim brings three decades of leadership in manufacturing and production, including service as a Vice President at Lippert, a NYSE-listed Tier-1 supplier to the RV and marine industries. He leads SolarWindow’s OEM deployment programs, directing prototype, pilot, and production integration from first engagement through launch.

Patrick Sargent, VP Product Development & Engineering – Patrick previously served at Asahi Glass Company, $13 billion annual international glass producer, as photovoltaics cover technology leader for its North American Solar Business Unit. He also worked at Lucent Technologies and Fujitsu Network Communications. He leads the design of the ElectroFlex® product integrations onto curved and flat surfaces traditional solar could never reach.

Matthew Stier, Automation and Controls Engineer – Matt brings 15 years of automation and electronics engineering experience and has led technical installation and service operations for industrial equipment, including service at Lippert. He is responsible for electrical system integration, controls, and the automation of the ElectroFlex® application process on OEM production lines.

Kevin Graham, Field Services Manager – Kevin brings 10 years of industrial equipment experience spanning field service, machinery relocation, rigging, and installation, including service at Lippert. He manages on-site pilot installations, field logistics, and service support for OEM partners.

Jessica Holden, Customer Service and Inside Sales – Jessica manages customer service and inside sales for OEM partners, coordinating specifications, samples, quotes, and orders from first inquiry through delivery. She previously served as Regional Sales Manager for The Vomela Group’s Transportation Division, serving transportation and fleet customers.

ElectroFlex® is engineered to generate electricity on curved and flat surfaces traditional solar could never reach. When manufacturers apply ElectroFlex® to rooftops and body panels, customers can feel the value immediately. ElectroFlex® integrates directly onto the manufacturer’s product on its own production line, in a single step, as part of assembly. There are no racks to engineer, no structures to reinforce, and no penetrations to seal. The Deployment and Integration Team makes that happen on the plant floor. For qualified OEMs, the Team engineers the energy system, supplies wiring and harnessing, develops the application process, and trains manufacturing personnel, so ElectroFlex® fits into the production line the manufacturer already runs.

ElectroFlex® is initially available exclusively to America’s Tier-1 OEM manufacturers and expand to select North American and Asian markets in the coming quarters. Manufacturers interested in a prototype or pilot program may request specifications, samples, and integration support via the Company’s website at www.solarwindow.com or by calling +1 (800) 213-0689.

About SolarWindow Technologies, Inc.

SolarWindow Technologies, Inc. (Symbol: WNDW; www.solarwindow.com) is an energy technology company developing and commercializing solar products designed to generate electricity on the surfaces of everyday products and buildings, including surfaces that conventional solar panels cannot serve.

The Company’s portfolio currently spans two product lines:

ElectroFlex® is an ultra-thin, ultra-lightweight, flexible solar product available today for manufacturers, bonding directly to flat and curved surfaces without racks, frames, or mounting hardware, across transportation, marine, aerospace, agricultural, infrastructure, and specialty vehicle applications.

LiquidElectricity® is a proprietary transparent coating that generates electricity when applied to glass and plastics, producing power under natural, artificial, low, shaded, and reflected light conditions. LiquidElectricity® is currently under development and not available for purchase.

The SolarWindow Promise: Engineer, design, and ultimately manufacture and deliver products which reward customers with affordable clean energy for a healthier, safer, and more sustainable planet. SolarWindow is ClearlyElectric®.

SolarWindow Contacts

For additional information on SolarWindow, please call Amit Singh at +1 (800) 213-0689, or visit www.solarwindow.com.

To receive future press releases via email, please visit: https://solarwindow.com/join-our-email-list/

To view the full HTML text of this release, please visit: https://solarwindow.com/media/news-events/

Social Media Disclaimer

SolarWindow stockholders, investors and others should note that we announce material information to the public about the Company through a variety of means, including our website (https://www.solarwindow.com/investors), through press releases, SEC filings, public conference calls, via our corporate X account (@solartechwindow), Facebook page (https://www.facebook.com/SolarWindowTechnologies) and LinkedIn page (https://www.linkedin.com/company/solar-window-technology/) in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our disclosure obligations under Regulation FD. We encourage our investors and others to monitor and review the information we make public in these locations as such information could be deemed to be material information. Please note that this list may be updated from time to time.

Forward-Looking Statements

This press release contains information about SolarWindow that may constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based upon current expectations or beliefs, as well as a number of assumptions about future events. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those laws as applicable. Although SolarWindow believes that the expectations reflected in such forward-looking statements and the assumptions upon which they are based are reasonable as of the time made, no assurance can be given that such expectations and assumptions will prove to have been correct.

Generally, we have identified such forward-looking statements by using such words as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will,” and similar expressions or by using future dates in connection with any discussion of, among other things, statements expressing general views about the future development, manufacture, production, marketing, or sale of SolarWindow products, or the execution of manufacturing, licensing, or partnership agreements, that we expect or anticipate will occur in the future, as well as anticipated cost savings, potential capital and operational improvements, and changes in the global economic environment. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only our beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.

Caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made and are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, termination of contracts or agreements, technological obsolescence, technical problems relating to manufacturing methodologies, price increases for supplies and components, dependence on third-party manufacturers, suppliers, and contract personnel, the inability to convert customer interest into purchase orders, litigation and other proceedings, adverse publicity and news coverage, inability to carry out research, development and commercialization plans, loss or retirement of key executives and research scientists, failure to obtain required regulatory approvals, inflationary factors, and other risks, including those described under “Risk Factors” in SolarWindow’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date set forth above. SolarWindow does not undertake any duty to update any forward-looking statement to conform the statement to actual results or changes in its expectations, whether because of new information, future events or otherwise, except as required by law. No statement herein should be considered an offer or a solicitation of an offer for the purchase or sale of any securities.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7e2837b1-c8f6-45a5-b4ce-c13b184c413a

MONTREAL, Nov. 03, 2026 (GLOBE NEWSWIRE) — Dorel Industries, Inc.  (TSX: DII.B, DII.A)  

CONFERENCE CALL:
OPEN TO: Analysts, investors and all interested parties
DATE: Tuesday, November 10, 2026
TIME: 11:00 AM Eastern Time
CALL: 1-833-752-3231
   

THE PRESS RELEASE WILL BE PUBLISHED THE DAY PRIOR (NOVEMBER 9) AFTER MARKETS CLOSE, THROUGH GLOBENEWSWIRE.

Please dial in 15 minutes before the conference begins.

If you are unable to call in at this time, you may access a recording of the meeting by calling 1-855-669-9658 and entering the passcode 8505313 on your phone. This recording will be available on Tuesday, November 10, 2026, as of 2:30 PM until 11:59 PM on Tuesday, November 17, 2026.

MEDIA WISHING TO QUOTE AN ANALYST SHOULD CONTACT THE ANALYST PERSONALLY FOR PERMISSION.

Interested parties may also listen to a live webcast at https://www.dorel.com/eng/shareholder-information.

For further information contact John Paikopoulos, Dorel Industries Inc. at 514-934-3034.

Job growth remains consistent as weekly hours worked growth stays positive

ROCHESTER, N.Y., Nov. 03, 2026 (GLOBE NEWSWIRE) — According to the Paychex Small Business Employment Watch, job growth among U.S. small businesses with fewer than 50 employees held steady in October. Hourly earnings growth remained below three percent for the 26th consecutive month, while weekly hours worked growth was positive for an eighth consecutive month, as employers continue to meet demand by increasing hours among their existing workforce.

“Job growth among small businesses with fewer than 50 employees has been largely unchanged over the last year, as employers continue to find ways to meet demand with the teams they have in place,” said John Gibson, Paychex president and CEO. “Weekly hours worked growth has remained positive for eight consecutive months, a trend that signals businesses are generating greater output from their existing workforce while remaining disciplined about adding headcount. Despite an evolving macroeconomic environment and ongoing challenges finding qualified workers, our customers continue to demonstrate resilience, with slightly stronger job growth among businesses with more than 50 employees. Overall, the labor market remains fundamentally solid.”

Jobs Index and Wage Data Highlights

  • The national jobs index gained 0.06 percentage points in October to 99.21 and has been essentially unchanged compared to the last month (99.15), quarter (99.23), and year (99.27).
  • The Midwest (99.51) topped regions for small business employment growth in October, a position it has held for 28 of the past 29 months.
  • More than half of the states analyzed increased their pace of job growth in October.
  • Arizona (100.85) led states for small business job growth for the third consecutive month, while Phoenix (101.57) led the largest metros, driven by strong gains in Manufacturing.
  • Education and Health Services (99.86) remained the top sector for small business job growth in October and has been among the top two sectors every month since February 2023.
  • Hourly earnings growth reported 2.88% in October, while weekly hours worked growth was positive at 0.11%.
  • Weekly earnings growth increased to 3.04% in October, though three-month annualized growth (2.89%) slipped below three percent for the first time since February 2026 (2.42%).
  • Among sectors, Construction and Manufacturing led growth across hourly earnings, weekly earnings, and weekly hours worked in October.

About the Paychex Small Business Employment Watch
Since 2014, the Paychex Small Business Employment Watch has been a trusted source of employment trends for U.S. small businesses with fewer than 50 employees. The Employment Watch website offers interactive charts and historical data across the report’s two key components – the jobs index and wage data – as well as the methodology for both analyses. Visit the Bloomberg Terminals or subscribe to receive monthly alerts with the latest data.

Paychex Small Business Employment Watch

*Information regarding the professions included in the industry data can be found at the Bureau of Labor Statistics website.

About Paychex
Paychex, Inc. (Nasdaq: PAYX) provides a comprehensive suite of expert-enabled technology and advisory solutions that help businesses manage HR, payroll, and benefits. Serving approximately 840,000 customers and paying 1 in 11 U.S. private sector workers, Paychex combines scale, trusted expertise, and innovation to help businesses succeed. Built on more than 50 years of workforce experience and one of the industry’s largest proprietary HR datasets, Paychex’s WISE agentic AI engine embeds intelligence directly into workflows to improve productivity, enhance decision-making, and deliver better outcomes. Learn more at paychex.com.

Media Contacts
Tracy Volkmann
Paychex, Inc.
Manager, Public Relations
(585) 387-6705
tvolkmann@paychex.com

Erin McAward
ICR, Inc.
Account Director
paychexpr@icrinc.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7c149457-0387-44b2-ad0f-be1d132ee95e

Acquisition Adds Established Enterprise Client Relationships, Experienced U.S. Sales Leadership, and Back-Office Synergies

OLD GREENWICH, Conn., Nov. 03, 2026 (GLOBE NEWSWIRE) — Star Equity Holdings, Inc. (Nasdaq: STRR and STRRP) (“Star” or the “Company”), a diversified holding company, announced today its Hudson Talent Solutions business (“HTS”) has acquired Cornerstone RPO LLC (“Cornerstone”), a recruitment process outsourcing (“RPO”) provider based in Richmond, Virginia. The transaction closed on November 2, 2026. Cornerstone will operate as part of HTS within Star’s Business Services division.

Founded in 2005 by Rodney Ashby and David Kenworthy, Cornerstone delivers flexible, people-focused recruiting solutions across the United States, Canada, and Mexico. It serves more than 30 active clients and has worked with more than 200 organizations, from startups to Fortune 100 companies, across financial services, manufacturing, technology, hospitality, and healthcare.

This acquisition advances HTS’s strategy as a global total talent solutions provider, with capabilities spanning RPO, talent advisory, workforce solutions, executive search, employer branding, sourcing, and recruitment technology across the Americas, EMEA, and Asia Pacific. The combination gives HTS’s clients access to Cornerstone’s expertise and experienced team, strengthening HTS’s ability to support complex and changing hiring needs across North America.

Mr. Ashby, Managing Principal of Cornerstone, an expert in recruiting strategy, sales process design, and project execution, has joined HTS as a North American Sales Leader focused on building new enterprise accounts and integrating Cornerstone’s clients into HTS’s operations.

Jeff Eberwein, CEO of Star, said, “Cornerstone is a price-disciplined, value-enhancing bolt-on acquisition for HTS and is another clear example of how Star’s acquisition strategy can accelerate growth. With Cornerstone, we are adding established client relationships, an experienced U.S. team, and a proven sales leader. Additionally, bringing Cornerstone onto HTS’s existing back-office platform will drive improved cost efficiency. HTS’s larger U.S. footprint is expected to add U.S. taxable income, helping Star make more efficient use of its sizeable NOL.”

Jake Zabkowicz, Global CEO of HTS, added, “The addition of Cornerstone to HTS immediately bolsters our presence in the U.S. RPO market, the world’s largest, and brings a roster of blue-chip clients, marking an important step in our growth strategy. Cornerstone has built a strong business by staying close to its clients and delivering flexible solutions that work effectively. We see a clear opportunity to grow Cornerstone’s existing client engagements into larger, longer-term programs through HTS’s enterprise RPO, talent advisory, and TalentFusion™ capabilities, without losing the responsiveness and human connection that define strong partnerships. I have tremendous confidence in Rodney and David’s leadership, and I’m thrilled to welcome them and the Cornerstone team to HTS.”

About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. is a diversified holding company that seeks to build long-term shareholder value by acquiring, managing, and growing businesses with strong fundamentals and market opportunities. Its current structure comprises four divisions: Building Solutions, Business Services, Energy Services, and Investments. For more information, visit www.starequity.com.

Building Solutions
The Building Solutions division operates in three specialties: (i) modular building manufacturing; (ii) structural wall panel and wood foundation manufacturing, including building supply distribution operations; and (iii) glue-laminated timber (glulam) column, beam, and truss manufacturing.

Business Services
The Business Services division provides flexible and scalable recruitment solutions to a global clientele, serving organizations at all levels, from entry-level positions to the C-suite. The division focuses on mid-market and enterprise organizations worldwide, partnering consultatively with talent acquisition, HR, and procurement leaders to build diverse, high-impact teams and drive business success.

Energy Services
The Energy Services division engages in the rental, sale, and repair of downhole tools used in the oil and gas, geothermal, mining, and water-well industries.

Investments
The Investments division manages and finances the Company’s real estate assets as well as its investment positions in private and public companies.

Forward-Looking Statements
This press release contains statements that the Company believes to be “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. All statements other than statements of historical fact included in this press release, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe,” and similar words, expressions, and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties, and assumptions, including industry and economic conditions that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties, and assumptions include, but are not limited to, (1) global economic fluctuations, (2) changes in the cost and availability of commodities, materials, and equipment, (3) risks related to providing uninterrupted service to clients, (4) the ability of clients to terminate their relationship with the Company at any time, (5) risks associated with real estate ownership, (6) the Company’s ability to successfully achieve its strategic initiatives, (7) risks related to fluctuations in the Company’s operating results from quarter to quarter, (8) risks related to potential acquisitions or dispositions of businesses by the Company, (9) our profitability and growth being tied to the success of our operating businesses, (10) risks associated with our financial investments in other businesses, (11) our ability to improve existing products and services and develop, introduce, and market new products and services successfully, (12) the loss of or material reduction in our business with any of the Company’s largest customers, (13) competition in the Company’s markets, (14) risks related to potential decreases in demand for products, (15) our ability to maintain costs at an acceptable level, (16) the negative cash flows and operating losses that may recur in the future, (17) risks related to international operations, including foreign currency fluctuations, political events, trade wars, natural disasters or health crises, including the Russia-Ukraine war, and potential conflict in the Middle East, (18) risks relating to how future credit facilities may affect or restrict our operating flexibility, (19) our ability to generate or borrow sufficient cash to make payments on our indebtedness, (20) risks related to indebtedness, (21) risks associated with the Company’s investment strategy, (22) the Company’s dependence on key management personnel, (23) the Company’s ability to attract and retain highly skilled professionals, management, and advisors, (24) the Company’s ability to collect accounts receivable, (25) the Company’s exposure to legal proceedings, investigations and disputes, and limits on related insurance coverage, (26) the Company’s ability to utilize net operating loss carryforwards, (27) the potential for goodwill impairment, (28) volatility of the Company’s stock price, (29) risks related to our historically low trading volume, (30) risks related to securities or industry analysts, (31) the Company’s ability to declare dividends, (32) risks associated with failure to pay dividends on our Series A Preferred Stock, (33) our history of annual net losses, (34) risks related to compliance with federal and state laws, regulations, and other rules, (35) our exposure to employment-related claims, legal liability, and costs from clients, employees, and regulatory authorities, (36) risks related to the imposition of licensing or tax requirements or new regulations, (37) the effect of anti-takeover provisions in our organizational documents, (38) the effect of the protective amendment contained in our Restated Certificate of Incorporation, (39) the impact of our stockholder rights plan, or “poison pill,” on stockholder decision making, (40) risks related to our scaled disclosure requirements as a smaller reporting company, (41) the heavy reliance on information systems and the impact of potentially losing or failing to develop technology, (42) the adverse impacts of cybersecurity threats and attacks, (43) risks related to the use of new and evolving technologies, and (44) those risks set forth in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The foregoing list should not be construed to be exhaustive. Actual results could differ materially from the forward-looking statements contained in this press release. In view of these uncertainties, you should not place undue reliance on any forward-looking statements, which are based on our current expectations. These forward-looking statements speak only as of the date of this press release. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information contact:
The Equity Group
Lena Cati
Senior Vice President
212-836-9611
lena.cati@theequitygroup.com

Gross Billings Increase 17% to $45.8 Million; Gross Profit Grows 17% to $4.4 Million

Net Loss Improves 38% to $1.5 Million, or $(0.04) Per Share; Interest Expense Declines 11%

Modified EBITDA Narrows to $(102,386) from $(268,508) in the Prior Year Period

SCHAUMBURG, IL, Nov. 03, 2026 (GLOBE NEWSWIRE) — Giftify, Inc. (NASDAQ: GIFT) (the “Company”), the owner and operator of CardCash.com and Restaurant.com, today announced financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Financial Highlights

  • Gross billings, the total dollar value of customer transactions processed through Giftify’s marketplaces, increased 17.1% to $45.8 million, compared to $39.1 million in the third quarter of 2025.
  • Net sales increased 18.8% to $22.3 million, compared to $18.8 million in the third quarter of 2025.
  • Gross profit increased 16.7% to $4.4 million, compared to $3.7 million in the third quarter of 2025.
  • Gross margin was 19.6%, compared to 20.0% in the third quarter of 2025.
  • Loss from operations improved to $1.6 million, compared to $2.5 million in the third quarter of 2025, narrowing to 7.1% of net sales from 13.2% of net sales in the prior year period.
  • Net loss improved to $1.5 million, or $(0.04) per share, compared to $2.4 million, or $(0.08) per share, in the third quarter of 2025.
  • Interest expense declined to $120,656, compared to $135,005 in the third quarter of 2025, reflecting the Company’s reduced debt balance.
  • Modified EBITDA improved to $(102,386), compared to $(268,508) in the third quarter of 2025, continuing the Company’s progress toward breakeven.
  • Cash and cash equivalents were $3.9 million as of September 30, 2026, compared to $3.7 million at December 31, 2025.

Net Sales and Gross Billings Both Grew Double Digits in the Third Quarter

Net sales increased 18.8% year over year to $22.3 million in the third quarter of 2026, while gross billings, the total dollar value of customer transactions processed through Giftify’s marketplaces, increased 17.1% to $45.8 million over the same period. Agent transactions, in which Giftify arranges for a distributor to deliver gift cards directly to the customer and recognizes revenue on a net commission basis, represented approximately 7% of net sales in both the third quarter of 2026 and the third quarter of 2025, and approximately 7% of net sales for the nine months ended September 30, 2026, compared to approximately 6% for the nine months ended September 30, 2025. Net revenue recognized on an agent basis increased $200,757, or 15.1%, for the three months ended September 30, 2026, and $1,310,359, or 37.8%, for the nine months ended September 30, 2026, compared to the respective prior year periods.

Subsequent Events

On October 13, 2026, the Company announced that Restaurant.com, the nation’s largest restaurant-focused digital deals brand, is transitioning to a membership-based model beginning October 27, 2026. The new Restaurant.com Membership offers consumers the choice of a monthly or annual subscription, providing ongoing access to available restaurant deals rather than requiring individual deal purchases.

On October 1, 2026, the Company announced that CardCash deployed AI-powered customer service tools that have cut average customer response times by more than 90% across a support operation handling approximately 5,000 tickets per month, without increasing staffing costs.

Management Commentary

“We had a strong quarter across our core metrics,” said Ketan Thakker, President and Chief Executive Officer. “Net sales grew 19% and gross billings grew 17% year-over-year, and we continued to run the business with discipline, meaningfully reducing stock-based compensation expense and driving improvement in operating leverage. Our operating loss narrowed to 7.1% of net sales from 13.2% in the prior year period, and on a year-to-date basis our gross margin expanded to 19.9% from 18.1%, while our third quarter margin of 19.6% was roughly in line with the 20.0% we reported a year ago. Modified EBITDA improved to $(102,386) from $(268,508) a year ago, putting us on a clear trajectory toward breakeven.”

Thakker continued, “We’re building on that momentum. Shortly after the close of the quarter, we announced the transition of Restaurant.com to a membership-based model, creating a new recurring revenue opportunity for the business. We believe this is an important step in how we grow Restaurant.com going forward, and we remain focused on converting our top-line growth into sustained profitability improvement.”

Third Quarter 2026 Financial Results

Net sales for the third quarter of 2026 were $22.3 million compared to $18.8 million in the third quarter of 2025, an increase of 18.8%. The increase in net sales was due to the change in the mix of agent versus principal transactions. Merchant gift card sales accounted for approximately 98% and 97% of net sales for the three months ended September 30, 2026 and 2025, respectively.

Gross profit for the third quarter of 2026 increased 16.7%, or $624,376, to $4.4 million from $3.7 million in the third quarter of 2025. Gross margin was 19.6%, compared to 20.0% in the third quarter of 2025.

Selling, general and administrative expenses were $5.3 million for the third quarter of 2026, compared to $5.5 million in the third quarter of 2025, a decrease of $165,783. The decrease was due to a reduction in stock-based compensation expense of $624,035, offset by increased employee compensation, legal and professional fees, and other general expenses.

Loss from operations was $1.6 million for the third quarter of 2026, compared to $2.5 million in the third quarter of 2025. Interest expense declined to $120,656 from $135,005 in the third quarter of 2025, reflecting the Company’s reduced debt balance.

Net loss for the third quarter of 2026 was $1.5 million, or $(0.04) per share, compared to $2.4 million, or $(0.08) per share, in the third quarter of 2025. The improvement was driven by higher gross profit, lower stock-based compensation expense, and lower interest expense.

Modified EBITDA was $(102,386) for the third quarter of 2026, compared to $(268,508) in the third quarter of 2025.

Nine Months 2026 Financial Results

Net sales for the nine months ended September 30, 2026 were $65.4 million compared to $62.0 million in the same period of 2025, an increase of 5.6%. Gross billings for the nine months ended September 30, 2026 increased 22.6% to $136.3 million, compared to $111.2 million in the same period of 2025.

Gross profit for the nine months ended September 30, 2026 increased 16.4%, or $1,835,998, to $13.0 million from $11.2 million in the same period of 2025. Gross margin expanded to 19.9% from 18.1%, an improvement of 180 basis points.

Selling, general and administrative expenses were $16.5 million for the nine months ended September 30, 2026, compared to $17.2 million in the same period of 2025, a decrease of $772,258, reflecting a $2,137,816 reduction in stock-based compensation expense, offset by increased payroll and benefits expenses, marketing and advertising costs, and other general expenses.

Loss from operations was $5.5 million for the nine months ended September 30, 2026, compared to $8.2 million in the same period of 2025. Interest expense, net, declined to $340,708 from $484,362 in the same period of 2025, reflecting the Company’s reduced debt balance.

Net loss for the nine months ended September 30, 2026 was $5.4 million, or $(0.16) per share, compared to $8.2 million, or $(0.28) per share, in the same period of 2025. The improvement was driven by higher gross profit, lower stock-based compensation expense, lower interest expense, and an income tax benefit.

Modified EBITDA was $(709,186) for the nine months ended September 30, 2026, compared to $(1,048,967) in the same period of 2025.

Non-GAAP Financial Measures and Operating Metrics

Gross Billings. Gross billings represent the total dollar value of customer purchases of goods and services, net of customer refunds and order discounts. A significant portion of the Company’s revenue transactions consist of sales of discounted merchant gift cards in which the Company collects the transaction price from the customer and remits a portion to third-party suppliers. For these transactions, gross billings differ from net sales reported in the Company’s Consolidated Statements of Operations, which is presented net of the merchant’s share of the transaction price. Gross billings are an indicator of the Company’s growth and business performance as they measure the dollar volume of transactions generated through its marketplaces.

Modified EBITDA. Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations, or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. The Company defines Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, and fair value of common stock issued for services. The Company believes Modified EBITDA helps investors and analysts compare performance across reporting periods on a consistent basis by excluding items not indicative of core operating performance.

About Giftify, Inc.

Giftify, Inc. (NASDAQ: GIFT) is a pioneer in the incentive and rewards industry with a focus on retail, dining, and entertainment experiences, as the owner and operator of leading digital platforms, CardCash.com and Restaurant.com. CardCash.com is a leading secondary gift card exchange platform, allowing consumers and retailers to realize value by buying and selling gift cards at various scales from over 1,100 retailers. Restaurant.com is the nation’s largest restaurant-focused digital deals brand, connecting digital consumers, businesses, and communities by offering thousands of dining, retail, and entertainment deal options nationwide at over 182,500 restaurants and retailers. For more information, visit www.giftifyinc.com, www.cardcash.com, and www.restaurant.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding Giftify’s future financial and operational performance, business strategy, and market position. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to: changes in consumer spending patterns; competition in the gift card and restaurant deals markets; the Company’s ability to maintain and expand relationships with merchants and corporate clients; the Company’s ability to achieve and maintain profitability; the Company’s liquidity and ability to raise additional capital; general economic conditions; and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company has identified substantial doubt about its ability to continue as a going concern, as disclosed in the accompanying Form 10-Q; see the Form 10-Q for further detail. The forward-looking statements in this press release are made as of the date hereof, and Giftify undertakes no obligation to update these statements or to explain the reasons why actual results may differ.

Investor Contact: Giftify, Inc. | IR@giftifyinc.com

GIFTIFY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

    As of  
    September 30, 2026     December 31, 2025  
    (Unaudited)        
ASSETS                
Current assets:                
Cash and cash equivalents (includes restricted cash of $750,000 and $1,000,000 at September 30, 2026 and December 31, 2025, respectively)   $ 3,945,212     $ 3,654,944  
Accounts receivable     119,327       142,878  
Inventories, net     3,470,734       3,751,549  
Prepaid expenses and other current assets     357,096       196,104  
Total current assets     7,892,369       7,745,475  
                 
Property and equipment, net     75,904       443,811  
Operating lease right-of-use asset, net     830,963       1,088,091  
Deposits     75,115       68,189  
Intangible assets, net     795,785       2,487,822  
Goodwill     20,007,670       20,007,670  
Total assets   $ 29,677,806     $ 31,841,058  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 2,122,678     $ 1,815,727  
Accrued expenses     1,433,380       1,917,961  
Customer deposits     72,371       2,015  
Deferred revenue     99,271       130,376  
Secured revolving line of credit     3,122,932       3,212,935  
Convertible promissory note     48,387       46,137  
Notes payable, current portion     12,240       12,240  
Operating lease liability, current portion     349,356       358,861  
Total current liabilities     7,260,615       7,496,252  
                 
Notes payable, net of current portion     641,631       651,349  
Deferred income taxes     175,250       608,000  
Operating lease liability, net of current portion     519,077       774,510  
Total liabilities     8,596,573       9,530,111  
                 
Commitments and contingencies (Note 12)                
                 
Stockholders’ equity:                
Preferred stock, $0.001 par value, 10,000,000 shares authorized;     –       –  
Common stock, $0.001 par value, 750,000,000 shares authorized; 35,800,996 and 33,146,517 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively     35,801       33,147  
Additional paid-in capital     124,879,396       120,713,202  
Common stock issuable, 350,843 and 350,843 shares, respectively     350,843       350,843  
Accumulated deficit     (104,184,807 )     (98,786,245 )
Total stockholders’ equity     21,081,233       22,310,947  
                 
Total liabilities and stockholders’ equity   $ 29,677,806     $ 31,841,058  


GIFTIFY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2026 and 2025
(Unaudited)

    Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
    2026     2025     2026     2025  
                         
Net Sales   $ 22,323,212     $ 18,783,908     $ 65,427,640     $ 61,961,652  
Cost of sales     17,951,295       15,036,367       52,406,840       50,776,850  
Gross profit     4,371,917       3,747,541       13,020,800       11,184,802  
                                 
Operating expenses                                
Selling, general and administrative expenses     5,323,331       5,489,115       16,475,240       17,247,499  
Amortization of capitalized software costs     78,170       160,745       367,907       483,832  
Amortization of intangible assets     563,847       585,349       1,692,037       1,686,328  
Total operating expenses     5,965,348       6,235,209       18,535,184       19,417,659  
                                 
Loss from operations     (1,593,431 )     (2,487,668 )     (5,514,384 )     (8,232,857 )
                                 
Other income (expenses)                                
Interest income     4,807       1,811       13,388       3,588  
Interest expense     (120,656 )     (135,005 )     (354,096 )     (487,950 )
Other income     26,746       38,540       26,746       38,540  
Total other income (expenses)     (89,103 )     (94,654 )     (313,962 )     (445,822 )
                                 
Net loss before income taxes     (1,682,534 )     (2,582,322 )     (5,828,346 )     (8,678,679 )
Income tax benefit     175,432       144,860       429,784       434,076  
Net loss   $ (1,507,102 )   $ (2,437,462 )   $ (5,398,562 )   $ (8,244,603 )
                                 
Net loss per share – basic and diluted   $ (0.04 )   $ (0.08 )   $ (0.16 )   $ (0.28 )
                                 
Weighted average common shares outstanding – basic and diluted     35,220,809       30,402,871       34,324,800       29,446,269  


Non-GAAP Financial Measure – Modified EBITDA

In addition to our GAAP results, we present Modified EBITDA as a supplemental performance measure. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, and fair value of common stock issued for services.

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit-generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Set forth below is a reconciliation of net loss to Modified EBITDA for the three months ended September 30, 2026 and 2025 (unaudited):

    Three Months Ended
September 30, 2026
    Three Months Ended
September 30, 2025
 
             
Net Loss   $ (1,507,102 )   $ (2,437,462 )
                 
Modified EBITDA adjustments:                
Income taxes     (175,432 )     (144,860 )
Interest expense, net     115,848       133,195  
Other income     (26,746 )     (38,540 )
Amortization of intangible assets     563,847       585,349  
Amortization of capitalized software costs     78,170       160,745  
Stock option and other noncash compensation     849,030       1,473,065  
Total Modified EBITDA adjustments     1,404,717       2,168,954  
                 
Modified EBITDA   $ (102,386 )   $ (268,508 )

We present Modified EBITDA because we believe it helps investors and analysts compare our performance across reporting periods on a consistent basis by excluding items we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA to develop our internal budgets, forecasts, and strategic plan; to analyze the effectiveness of our business strategies and evaluate potential acquisitions; to make compensation decisions; and to communicate with our board of directors regarding our financial performance. Modified EBITDA has limitations as an analytical tool, which include, among others, the following:

  ● Modified EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
     
  ● Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
     
  ● Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and
     
  ● Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

Set forth below is a reconciliation of net loss to Modified EBITDA for the nine months ended September 30, 2026 and 2025 (unaudited):

    Nine Months Ended
September 30, 2026
    Nine Months Ended
September 30, 2025
 
             
Net Loss   $ (5,398,562 )   $ (8,244,603 )
                 
Modified EBITDA adjustments:                
Income taxes     (429,784 )     (434,076 )
Interest expense, net     340,707       487,950  
Other income     (26,746 )     (38,540 )
Amortization of intangible assets     1,692,037       1,686,328  
Amortization of capitalized software costs     367,907       483,832  
Loss on fair value of stock issued on vendor settlement     –       33,750  
Bad debt expense     –       97,222  
Stock option and other noncash compensation     2,745,256       4,879,170  
Total Modified EBITDA adjustments     4,689,377       7,195,636  
                 
Modified EBITDA   $ (709,186 )   $ (1,048,967 )

MORRISVILLE, N.C., Nov. 03, 2026 (GLOBE NEWSWIRE) — Liquidia Corporation (Nasdaq: LQDA), a biopharmaceutical company driven by science and compassion to revolutionize care for patients with challenging respiratory and vascular diseases, announced today that it will report its third quarter 2026 financial results on Tuesday, November 10, 2026. The company will host a live webcast at 8:30 a.m. Eastern Time to discuss its financial results and provide a corporate update.

The webcast will be available on Liquidia’s website at https://liquidia.com/investors/events-and-presentations. A rebroadcast of the event will be available and archived for a period of one year at the same location.

About Liquidia Corporation
Liquidia Corporation is a biopharmaceutical company driven by science and compassion to revolutionize care for patients with challenging respiratory and vascular diseases. The company’s current focus spans the development and commercialization of products in pulmonary hypertension and other applications of its proprietary PRINT® Technology. PRINT enabled the creation of YUTREPIA® (treprostinil) inhalation powder, approved for the treatment of pulmonary arterial hypertension (PAH), and in development for Raynaud’s phenomenon secondary to systemic sclerosis (SSc-RP). The company is also developing L606, an investigational extended-release formulation of treprostinil administered twice daily via a next-generation nebulizer to treat PAH and pulmonary hypertension associated with interstitial lung disease (PH-ILD). To learn more about Liquidia, please visit www.liquidia.com.

Contact Information
Investors:
Jason Adair
Chief Business Officer
919.328.4350
Jason.adair@liquidia.com

Media:
media@liquidia.com

PORTLAND, Maine, Nov. 03, 2026 (GLOBE NEWSWIRE) — The Elmet Group Co. (“Elmet” or the “Company”), a U.S.-based provider of critical materials, precision-engineered components, and advanced high-energy systems, will hold a conference call and webcast on Tuesday, November 10, 2026 at 8:00 a.m. Eastern Time to discuss its financial results for the third quarter ended October 2, 2026.

A press release with additional information will be issued prior to the call.

Elmet management will host the conference call, followed by a question and answer period.

Date: Tuesday, November 10, 2026
Time: 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time)
U.S. dial-in number: 877-869-3847
International number: +1 201-689-8261
Webcast: Register and Join

Please call the conference telephone number 5-10 minutes prior to the start time. If you have any difficulty connecting with the conference call, please contact Gateway Group at 949-574-3860.

The conference call will be broadcast simultaneously and available for webcast replay here.

About The Elmet Group
The Elmet Group is a U.S.-based provider of critical materials, precision-engineered components, and advanced high-energy systems for the Aerospace, Defense and Government, Industrial, Medical, Semiconductor and Electronics, and Energy industries. The Company operates through three divisions: Critical Materials Components (CMC), Engineered Microwave Products (EMP), and Elmet Refining & Trading (ERT), leveraging materials science and precision engineering expertise to deliver high-performance solutions. The Elmet Group is dedicated to strengthening domestic manufacturing capabilities to support the U.S. and its Allies’ needs in both critical materials and advanced high-power microwave systems.

Media Contact
media@theelmetgroup.com

Investor Contact
Tom Colton and Greg Bradbury
Gateway Group, Inc.
ELMT@gateway-grp.com
949-574-3860

DENVER, Nov. 03, 2026 (GLOBE NEWSWIRE) — SeaStar Medical Holding Corporation (Nasdaq: ICU), a commercial-stage healthcare company focused on transformational treatments for critically ill patients facing organ failure and potential loss of life, announced today the Center for Biologics Evaluation and Research (CBER) of the U.S. Food and Drug Administration (FDA) has determined that the QUELIMMUNE Pediatric SAVE Surveillance Registry (SAVE Registry) has fulfilled the post-approval study requirements as outlined in the original Humanitarian Device Exemption (HDE) approval of QUELIMMUNE.

“We are grateful for this decision by FDA and believe it will enable us to expand the potential life-saving benefits of our QUELIMMUNE therapy to more critically ill children with life-threatening AKI,” stated Eric Schlorff, CEO of SeaStar Medical. “These kids typically have about a 50% survival rate with traditional supportive care alone, and we believe this decision will be a win-win for patients, their families, health care providers, and the overall health care system.”

Results from the SAVE Registry were recently presented at a late-breaking presentation at ASN Kidney Week 2026. The presentation highlighted the clinically meaningful and statistically significant improved survival of the QUELIMMUNE therapy in the treatment of critically ill pediatric patients with life-threatening AKI and sepsis requiring renal replacement therapy (RRT). Data from the SAVE Registry patients showed no device-related adverse events.

This late-breaking presentation at ASN Kidney Week 2026 reported a clinically meaningful and statistically significant improvement in 90-day survival of 65.1% for the QUELIMMUNE (SCD-PED) patients (N=43) versus only 47.5% (P = 0.043) for patients from clinically aligned cohorts from the Kids’ Inpatient Database (KID) (N=196). Statistically significant increases for both in-hospital and 60-day survival were also seen in the primary analysis for patients treated with QUELIMMUNE (SCD-PED) compared to the KID cohorts. KID is the largest publicly available, all-payer pediatric inpatient care database in the United States representing a broad range of diagnoses, procedures, and clinical severity. The ASN Kidney Week 2026 late-breaking poster presentation is available on the Healthcare Professional section of the SeaStar Medical website.

“It is hard to describe how sick these children really are. Many are fighting sepsis and multi-organ failure at the same time,” stated Kevin Chung, MD, Chief Medical Officer of SeaStar Medical. “The SAVE Registry gives us crucial real-world evidence on both safety and probable benefits in these patients, and we are grateful to the pediatric teams and families who made it possible. We remain committed to collecting data wherever feasible, so that we keep learning how best to use QUELIMMUNE for the children who need it most.”

FDA’s decision now enables hospitals to employ the QUELIMMUNE therapy without the research infrastructure that the SAVE Registry demanded, which will expand access to critically ill pediatric patients with sepsis-associated AKI on RRT at medical centers that previously could not participate. SeaStar Medical will continue to voluntarily enroll patients in the SAVE Registry at medical centers that choose to take part to continue to build on the real-world evidence for the use of QUELIMMUNE.

The QUELIMMUNE therapy has been adopted by many of the highest rated children’s medical centers in the United States. The patented technology behind QUELIMMUNE is known as the Selective Cytopheretic Device (SCD) therapy that has broad potential applications for the treatment of destructive hyperinflammation that shuts down organ function and causes loss of life.

About QUELIMMUNE

The QUELIMMUNE® (SCD-PED) therapy is being commercialized for children with AKI and sepsis or septic condition weighing 10 kilograms or more and aged ≤22 years who are on antibiotics and being treated in the ICU with RRT. It was approved in February 2024 under a Humanitarian Device Exemption application.

Data from two clinical trials of the QUELIMMUNE therapy, published in Kidney Medicine, showed a 77% survival rate in patient treated with QUELIMMUNE versus standard of care, representing an approximate 50% reduction in loss of life compared to historical data in this patient population. No dialysis was required for survivors, and 87.5% of survivors had normal kidney function at Day 60 after ICU discharge.

QUELIMMUNE was approved by FDA under a Humanitarian Device Exemption based on safety and probable benefit.  The effectiveness of this device for this use has not been demonstrated. Adverse reactions observed in clinical studies include hypotension, hypothermia, tachycardia, hyperglycemia, and thrombocytopenia. Additional risks may include blood loss or extracorporeal circuit complications. QUELIMMUNE must be used with citrate anticoagulation.

For complete risk information, please see: https://seastarmedical.com/quelimmune 

About the SeaStar Medical Selective Cytopheretic Device (SCD) Therapy

The SCD therapy is designed as a disease-modifying device that neutralizes over-active immune cells and stops the cytokine storm that yields destructive hyperinflammation and creates a cascade of events that wreak havoc in the patient’s body. The SCD therapy is designed for broad applications in multiple acute and chronic kidney and cardiovascular diseases, representing patients who today have no FDA-approved options for treating their disease. Unlike pathogen removal and other blood-purification tools, the SCD therapy is integrated with an existing CRRT hemofiltration system to selectively target and transition proinflammatory monocytes to a reparative state and promote activated neutrophils to be less inflammatory. This unique immunomodulation approach may promote long-term organ recovery, eliminate the need for future CRRT, including dialysis, and prevent loss of life.  

About NEUTRALIZE-AKI Pivotal Trial

The NEUTRALIZE-AKI (NEUTRophil and monocyte deActivation via SeLective Cytopheretic Device – a randomIZEd clinical trial in Acute Kidney Injury) pivotal trial is evaluating the safety and efficacy of the SCD therapy in 339 adults with AKI in the ICU receiving CRRT. The trial’s primary endpoint is a composite of 90-day mortality or dialysis dependency of patients treated with the SCD therapy in addition to CRRT as the standard of care, compared with the control group receiving only CRRT standard of care. Secondary endpoints include mortality at 28 days, ICU-free days in the first 28 days, major adverse kidney events at Day 90 and dialysis dependency at one year. The study will also include subgroup analyses to explore the effectiveness of the SCD therapy in AKI patients with sepsis and acute respiratory distress syndrome. 

About Acute Kidney Injury (AKI) and Hyperinflammation 

AKI is characterized by a sudden and temporary loss of kidney function and can be caused by a variety of conditions such as severe infections or other septic conditions, severe trauma, surgery, and organ failures. AKI can cause destructive hyperinflammation, which is the overproduction or overactivity of inflammatory effector cells and other molecules that can be toxic. Damage resulting from this destructive hyperinflammation in AKI can progress to other organs, such as the heart or liver, and potentially to multi-organ dysfunction or even failure that could result in worse outcomes, including increased risk of death. Even after resolution, these patients may face complications including chronic kidney disease or end-stage renal disease (ESRD) requiring dialysis. Extreme hyperinflammation may also contribute to added healthcare costs, such as prolonged ICU stays and increased reliance on dialysis and mechanical ventilation.

About SeaStar Medical

SeaStar Medical is a commercial-stage healthcare company focused on transformational treatments for critically ill patients facing organ failure and potential loss of life. SeaStar Medical’s first commercial product, QUELIMMUNE (SCD-PED), was approved in 2024 by the U.S. Food and Drug Administration (FDA). It is the only FDA approved product for the ultra-rare condition of life-threatening Acute Kidney Injury (AKI) due to sepsis or a septic condition requiring renal replacement therapy (RRT) in critically ill pediatric patients. SeaStar Medical’s Selective Cytopheretic Device (SCD) therapy has been awarded Breakthrough Device Designation for six therapeutic indications by the FDA, enabling the potential for a speedier pathway to approval and preferable reimbursement dynamics at commercial launch. The company is currently conducting the NEUTRALIZE-AKI pivotal clinical trial of its SCD therapy in adult patients with AKI requiring continuous RRT, a life-threatening condition with no effective treatment options that impacts over 200,000 adults in the U.S. annually.

For more information visit www.seastarmedical.com or visit us on LinkedIn or X.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, SeaStar Medical’s expectations with respect to the potential benefits from the SCD therapy; anticipated improved survival in real-world critical care practice; anticipated adoption of SeaStar’s products; the ability of SCD to treat patients with AKI and other diseases; the expected regulatory approval process and timeline for commercialization; and the ability of SeaStar Medical to meet the expected timeline. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside SeaStar Medical’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results include, but are not limited to: (i) the risk that SeaStar Medical may not be able to obtain regulatory approval of its SCD product candidates; (ii) the risk that SeaStar Medical may not be able to raise sufficient capital to fund its operations, including current or future clinical trials; (iii) the risk that SeaStar Medical and its current and future collaborators are unable to successfully develop and commercialize its products or services, or experience significant delays in doing so, including failure to achieve approval of its products by applicable federal and state regulators, (iv) the risk that SeaStar Medical may never achieve or sustain profitability; (v) the risk that SeaStar Medical may not be able to secure additional financing on acceptable terms; (vi) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations, (vii) the risk of product liability or regulatory lawsuits or proceedings relating to SeaStar Medical’s products and services, (viii) the risk that SeaStar Medical is unable to secure or protect its intellectual property, and (ix) other risks and uncertainties indicated from time to time in SeaStar Medical’s Annual Report on Form 10-K, including those under the “Risk Factors” section therein and in SeaStar Medical’s other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SeaStar Medical assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. 

Contact:  
IR@SEASTARMED.COM

QUELIMMUNE is a registered trademark of SeaStar Medical Holding Corporation.

Financial results for FY2026 are not reflective of full-year contribution from the Mo i Rana Data Center business

Mo i Rana data center results consolidated from 12 May 2026, being the date of effective completion

FY2026 revenue was US$2.6 million, primarily reflecting consolidation of the Mo i Rana Data Center

IFRS loss from continuing operations of US$50.4 million (FY2025: US$17.3 million, restated)

IFRS basic and diluted loss per share from continuing operations was US$(2.59) (FY2025: US$(2.60))

Adjusted EBITDA from continuing operations (non-IFRS) of US$(24.4) million (FY2025: US$(11.1) million, restated), or US$(11.3) million (FY2025: US$(9.2) million) before non-cash share-based payment expense of US$13.1 million

Post balance date, both the Data Center business unit and the Electric Vehicle business unit (Tembo) have respectively booked revenues in excess of FY2026 totals with both targeting EBITDA profitability

LONDON, UK, Nov. 03, 2026 (GLOBE NEWSWIRE) — VivoPower PLC (Nasdaq: VIVO) (“VivoPower” or the “Company”), a leading B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced results for the fiscal year ended 30 June 2026 (FY2026).

Its Annual Report on Form 20-F was filed with the SEC on 2 November 2026, and the FY2026 results presentation is available on the Company’s website under investor relations.

Results Call

VivoPower will host a results call and webcast for investors and analysts on Tuesday, 10 November 2026 at 8:00 a.m. ET / 1:00 p.m. GMT / 2:00 p.m. CET / 9:00 p.m. SGT. Participants can join the call using the link on the investor relations page of the Company’s website.

Management will review the FY2026 results presentation and discuss the outlook for the group.

Group Level Overview

  • Profit and Loss: FY2026 revenues of US$2.6 million, reflecting part-period consolidation of Mo i Rana data center related revenues (from hosting of bitcoin mining). Consolidated group IFRS losses include US$13.1 million of non-cash share-based payment expense and US$14.8 million of non-cash fair-value losses on derivatives, warrants and other investments.
  • Balance Sheet: net assets increased to US$37.0 million (30 June 2025: US$17.2 million, restated), mainly from share issuances.
  • Interest-bearing debt: At 30 June 2026, loans and borrowings were US$28.8 million and lease liabilities (under IFRS standards) were US$10.3 million (relating to Mo i Rana). The US$28.8 million was principal owed to AWN, a related party. After year end it was settled with US$12.3 million in cash and US$16.5 million exchanged for convertible preference shares. Accrued interest of approximately US$16 million remains outstanding.

Data Center Segment

  • Financial results: revenues for the Data Center segment were US$2.5 million whilst operating profit was US$0.04 million for the 50 days to 30 June 2026. These result from existing hosting of bitcoin mining activities, not AI leases. This short-period result is not indicative of full-year performance and reflects one-off post-acquisition costs and some downtime for site works and maintenance undertaken to optimize for future performance as well as reduced bitcoin prices during this period. Post balance date, improved bitcoin prices and better-than-expected demand response revenues have translated into year-to-date results materially in excess of the FY2026 full-year results.
  • AI tenant selection: the Company launched a competitive process to select one or more AI compute tenants and announced a shortlist on 21 May 2026. The Company has decided not to pursue a lease with the tenant announced as preferred on 29 June 2026, given better offers presented to it in a rising rent market for powered land in the Nordics. It is now working to finalize definitive terms with another prospective AI tenant and concurrently working on financing options (refer below).
  • Conversion financing: alongside the tenant process, the Company is progressing discussions with prospective financiers to fund the first 40MW phase. Based on the Company’s current internal plans, the estimated capital expenditure for this phase is approximately US$411 million (a preliminary management estimate that may change materially). The Company expects to fund the conversion largely through project-finance debt and is also evaluating potential project-level co-development investment partnerships. In such an arrangement, VivoPower would contribute the operational powered land site whilst the co-development partner would provide the equity finance. In evaluating such partnerships, the Company would seek to retain a majority equity interest. In this regard, it is targeting project-level funding of approximately 70-75% debt and 25-30% equity. If the Company secures a suitable co-development partner for the equity and project finance for the debt, this could reduce the amount of its own funds required for the project. However, this is not assured, and the Company may require additional financing. In addition, tenants may provide prepayments or deposits, if agreed, which could help to fund the project capital expenditure.

Electric Vehicles Segment (Tembo)

  • FY2026 results: revenues for the Electric Vehicles segment were US$0.09 million (FY2025: US$0.05 million), reflecting conversion kit and vehicle sales by Tembo. This segment generated an operating loss of US$3.01 million, reflecting continued investment in product homologation and go-to-market programs. Post balance date, Tembo has booked revenues and received purchase orders in excess of the FY2026 result, with sharply higher diesel prices in its key markets fueling demand, and is targeting EBITDA profitability in FY2027.
  • Strategic status: on 2 July 2026, the Board resolved that the development and scale-up of the Company’s AI data center business is the principal strategic priority of the Group, and that its Tembo electric vehicle business and its Caret business are non-core businesses to be separated in a manner consistent with that priority. In respect of Tembo, previously contemplated special dividend arrangements have been discontinued and superseded by the proposed business combination with Cactus Acquisition Corp. 1 Limited (“Cactus”) described below, on completion of which the Company would retain a minority shareholding in the combined company.
  • Proposed Tembo business combination: on 29 August 2024, the Company entered into a business combination agreement with Cactus and Tembo, under which Tembo would become a subsidiary of a new holding company, Tembo Group B.V., which is proposed to be converted into a Dutch public limited liability company named Tembo Group N.V. and which would apply to list its shares on Nasdaq and in which the Company would retain a minority shareholding. A draft registration statement on Form F-4 for the transaction has been confidentially submitted to the SEC. Completion is subject to, among other things, the registration statement being declared effective, approval by Cactus’s shareholders, approval of the combined company’s initial listing application by Nasdaq under its current initial listing requirements, and other closing conditions. On 27 October 2026, Cactus’s shareholders approved an extension of the date by which Cactus must complete a business combination to 2 November 2027. Tembo’s results will continue to be consolidated in the Company’s results while the Company retains control of Tembo.

Non-IFRS Measures (from Continuing Operations)

Adjusted EBITDA from continuing operations is a non-IFRS performance measure calculated by adjusting IFRS loss from continuing operations for income tax, finance expense less finance income, the fair-value loss on financial instruments, depreciation and amortization, impairment losses, and the restructuring-related and other adjustments itemized in the reconciliation. This measure retains non-cash share-based payment expense.

Adjusted EBITDA from continuing operations before non-cash share-based payments is a further non-IFRS performance measure calculated by adding back to Adjusted EBITDA from continuing operations the expense recognized in continuing operations for professional fees settled in shares or other equity instruments and employee equity incentive awards. It excludes that expense, rather than treating it as having no economic cost.

Management believes that presenting both measures alongside IFRS loss helps investors distinguish changes in other operating costs from changes in equity-settled professional-fee and employee-award expense across periods. Neither measure should be considered in isolation or as a substitute for IFRS loss or other IFRS financial measures.

US$000 FY2026 FY2025
(restated)
Total loss for the year (IFRS) (49,732 ) (15,658 )
Remove profit from discontinued operations (621 ) (1,648 )
Loss from continuing operations (IFRS) (50,353 ) (17,306 )
Income tax expense/(credit) 1,618   (691 )
Finance expense 7,031   7,033  
Finance income (456 ) (3,568 )
Fair value loss on financial instruments 14,753   –  
Depreciation and amortization 928   517  
Impairment losses 616   2,531  
Corporate restructuring litigation provision 537   596  
Fiscal provision 772   154  
Reverse gains on effectuation of deeds of company arrangement (575 ) (514 )
Acquisition-related and other costs 717   176  
Other adjustments –   (8 )
Adjusted EBITDA from continuing operations (non-IFRS) (24,412 ) (11,080 )
Add back: non-cash share-based payment expense retained in Adjusted EBITDA above 13,099   1,900  
Adjusted EBITDA from continuing operations before non-cash share-based payments (non-IFRS) (11,313 ) (9,180 )

The reconciliation includes both the costs and the gains within the restructuring-related adjustments. Adjusted EBITDA from continuing operations includes non-cash share-based payment expense of US$13.1 million in FY2026 and US$1.9 million in FY2025. These costs can recur, and settling them in shares or other equity instruments can dilute shareholders. In this reconciliation, those amounts are added back only for the separately labelled measure before non-cash share-based payments. Neither non-IFRS measure is a measure of cash flow or liquidity, and similarly titled measures used by other companies may be calculated differently.

Source: VivoPower Annual Report on Form 20-F for FY2026, filed with the SEC on 2 November 2026 (Item 5 and Note 8).

Additional Information

Full details are in the Form 20-F, available at www.sec.gov and on the investor relations page of the Company’s website. Shareholders may request a free hard copy of the Annual Report by sending an email to media@vivopower.com. Please read the results presentation with its disclaimer.

About VivoPower

Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning B Corporation with data center and powered land infrastructure across Norway, Finland, and the United Arab Emirates. The Company’s mission is to be the independent, trusted partner for sovereign nations that develop and operate sustainable data center infrastructure, ensuring sovereign control over power, data, and national intelligence. In doing so, VivoPower helps sovereign nations bridge the gap between their energy assets and their AI ambitions by providing the Power-to-X infrastructure necessary to build and control their own domestic intelligence hubs.

Forward-Looking Statements

This announcement contains forward-looking statements, including statements about the Company’s strategy, future financial and operating performance, the proposed AI conversion and expansion of Mo i Rana, the AI-tenant selection and contracting process, estimated capital expenditure, construction and commissioning, project financing and funding mix, potential co-development arrangements, prospective tenant prepayments, future ownership interests, additional capital requirements and the expected effects of market conditions. Words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “target” and “would” may identify forward-looking statements, but their absence does not mean a statement is not forward-looking.

These statements reflect management’s current expectations, estimates and assumptions, not guarantees of performance or completed transactions. Estimates of conversion cost, financing proportions, ownership, timing and tenant contributions may change materially as design, due diligence, negotiations, approvals and financing progress; a target or conditional scenario is not an approved or fully financed outcome, and the separate prerequisites for each scenario may not be achieved together.

The Company intends to rely on the forward-looking-statement protections of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 only to the extent legally available. These protections do not apply to every statement, speaker or transaction, do not turn historical or current trading information into forward-looking information, and do not displace applicable disclosure or anti-fraud obligations.

Forward-looking statements speak only as of the date made, unless another date is expressly stated. Readers should not place undue reliance on them; except as required by applicable law, the Company undertakes no obligation to update them, and nothing in this statement limits any applicable duty to correct materially inaccurate or misleading information or to make a required disclosure.

Risk factors

Actual results could differ materially from those expressed or implied because of the following risks, among others. These risks should be read with the Company’s Annual Report on Form 20-F for FY2026, including Items 3.D, 5 and 15 and the financial-statement notes, and any subsequent SEC disclosures; this summary is not exhaustive.

  • AI tenant and conversion execution: The Company has not entered into a definitive AI-compute lease for Mo i Rana; discussions with a prospective tenant are not a lease, and there is no assurance that an agreement will be concluded on acceptable terms or at all. Tenant requirements, credit support, design, engineering, equipment supply, permits, power and grid arrangements, construction, commissioning and operating requirements may change, increase cost or delay or prevent the proposed conversion; existing energised capacity does not establish completed AI-ready capacity, contracted AI revenue or approval for additional capacity.
  • Conversion financing and ownership: Financing for the proposed AI conversion is not assured, and the Form 20-F states that the Company expects to fund the conversion largely through project-finance debt and may also require additional equity financing. A targeted debt ratio does not establish lender willingness, debt capacity, acceptable covenants or availability of funds; a prospective co-development partner’s contribution or a prospective tenant’s prepayment is not available cash unless agreed, funded and usable for the relevant expenditure. The Company may have to contribute additional cash, provide security or guarantees, issue further securities, accept less favourable economics or control rights, reduce its ownership interest, or defer or abandon the project; neither retention of majority ownership nor avoidance of further Company-level fundraising or dilution is assured.
  • Existing hosting, power and demand-response activities: Mo i Rana’s reported FY2026 revenue arose from existing bitcoin-mining hosting rather than an AI lease. Bitcoin prices, mining economics and customer credit or activity, Norwegian power prices, tariffs, hedging, grid availability and restrictions, regulatory changes, equipment downtime and maintenance, and the eligibility, availability, pricing and dispatch of demand-response services can affect revenue, margins and cash receipts; any favourable price movements or demand-response receipts may not recur, and prequalification does not guarantee dispatch or revenue.
  • Liquidity and subscription collections: At 30 June 2026 the Group had net current liabilities of US$11.95 million, and the Form 20-F reports an unsecured outstanding Ceres-led Regulation S subscription receivable of US$53.3 million at that date. It also reports that US$16.0 million of PIPE 2 proceeds remained outstanding at the date of the report, subject to completion of KYC approvals; neither a subscription commitment nor completion of an administrative process guarantees collection or its timing. Liquidity depends on actual cash receipts and payments, creditor arrangements and meeting obligations as they fall due, including acquisition instalments and other liabilities; failure or delay in collecting subscriptions or obtaining other necessary funds could adversely affect operations and the ability to continue as a going concern.
  • AWN, related parties and capital structure: The post-year-end settlement of US$28.8 million of AWN shareholder-loan principal comprised US$12.3 million paid in cash and US$16.5 million exchanged for convertible preference shares, rather than an equivalent cash repayment of all debt; the Form 20-F reports approximately US$16 million of accrued AWN interest still outstanding after those transactions. AWN is a related party, and the exchange did not eliminate the rights and economic claims represented by the preference shares or the remaining interest; settlement, conversion, dividends, warrants, reset terms, equity-settled fees and further fundraising can dilute ordinary shareholders, create competing economic priorities and materially affect reported results.
  • Operating, regulatory and geopolitical exposure: Power-market and grid regulation, environmental and planning requirements, counterparties, physical and cybersecurity incidents, supply-chain constraints, exchange rates and interest rates may adversely affect the Company’s operations and projects. Arctic Norge Data I AS is subject to the pre-acquisition Norwegian VAT and corporate-income-tax audit disclosed in the Form 20-F; resulting liabilities may not be recoverable from the seller, and disputes over recovery or withholding deferred acquisition payments could affect cash requirements. The Middle East conflict and other geopolitical developments may disrupt funding transfers, customer or investor payments, energy markets, logistics and business conditions; effects may be adverse.
  • Financial reporting and controls: The Company has restated FY2025 comparative financial information and reported that its disclosure controls and procedures and internal control over financial reporting were ineffective at 30 June 2026 because of material weaknesses, which remained outstanding at that date. Remediation may take time and may not be effective; errors, complex-transaction accounting, estimates, valuations or further adjustments could affect reported results, timeliness, access to capital and investor confidence.
  • Listing, status and trading: Maintaining Nasdaq listing and foreign-private-issuer status depends on continuing satisfaction of applicable requirements; loss of either status, further securities issuance, low liquidity or share-price volatility could adversely affect shareholders and financing access, and loss of foreign-private-issuer status could increase reporting and compliance obligations and costs. This risk statement is not a statement that a current Nasdaq deficiency exists.

Non-IFRS financial measures

Adjusted EBITDA from continuing operations and Adjusted EBITDA from continuing operations before non-cash share-based payments, where presented, are non-IFRS performance measures, not substitutes for IFRS loss, and not measures of cash generation, cash available for investment or debt service, or liquidity. Their definitions and reconciliations must be read with the IFRS results; similarly titled measures used by other companies may differ.

Ordinary Adjusted EBITDA from continuing operations retains non-cash share-based payment expense; the separately labelled before-share-based-payments measure adds back that expense. Excluded share-settled professional fees and equity awards have an economic cost, can recur, and can dilute shareholders; “non-cash” does not mean cost-free, exceptional or irrelevant to operating performance, and the timing or form of settlement does not itself establish the appropriate accounting or adjustment.

The measures should be considered only alongside the most directly comparable IFRS measures and the definitions, individual adjustments, explanations and reconciliations provided in this announcement. Presentation of an adjustment does not establish that its effects will not recur or that it represents cash saved; neither measure is an alternative statement of IFRS profitability.

Restatement of FY2025 comparatives

FY2025 comparative financial information is presented on the restated basis where indicated and should be read with Note 35 to the FY2026 Form 20-F, which describes the nature and financial effects of the restatement. Comparisons with previously published, unadjusted FY2025 amounts may therefore be misleading; the restatement does not eliminate the financial-control risks described above or provide assurance that future corrections will not be required.

Post-period and unaudited information

Post-30 June 2026 operating and trading information, where included, is unaudited unless expressly stated otherwise; the audit of the FY2026 financial statements is not an audit opinion on subsequent trading performance or a forecast. The applicable period, cut-off date, scope, accounting basis and comparison must be read with each such statement; periods of different lengths and a partial acquisition period are not automatically comparable.

Bookings, purchase orders, inquiries and indicative proposals are not necessarily IFRS revenue or collectible cash. Interim performance must not be annualised or treated as assurance of future profitability, and historical year-end cash does not represent cash available at the announcement date after subsequent receipts, payments and commitments.

Third-party and market information

Market, industry and third-party information is subject to the methodologies, assumptions, dates and limitations of the relevant provider. Market-wide trends, indicative rents, tenant interest, recent prices or general financing practices do not establish the terms available to the Company, the creditworthiness of a specific counterparty, a signed contract or an entitlement to tenant deposits.

Attribution to a third party does not relieve the Company of responsibility for its own statements or provide an independent audit of project assumptions, interim performance or forecasts. Nothing in this announcement should be read as an endorsement of those matters by the Company’s auditors.

No offer or solicitation

This announcement is for information and is not intended to constitute an offer to sell or a solicitation of an offer to buy securities, or an offering document. Any securities offering or sale must comply with applicable registration requirements or an available exemption and be made through the applicable offering documents; no offer or sale may be made in a jurisdiction where it would be unlawful.

Not investment advice / no reliance

This announcement does not provide personalised investment, legal or tax advice or an assessment of the suitability of any investment for a particular person. Investors should read the complete relevant SEC disclosures and offering documents, assess their own circumstances and, where appropriate, obtain independent professional advice; they should not rely on forward-looking statements or selected financial measures as a complete investment analysis.

Nothing in this announcement excludes or limits any liability or obligation under applicable securities laws or any non-waivable investor right. In particular, this section does not disclaim responsibility for accurate, non-misleading disclosure or ask investors to waive reliance on statements of historical or current fact.

Website and hyperlinks

Website addresses and hyperlinks are provided for convenience. Website contents are not incorporated into this announcement solely because an address or hyperlink is included; this statement does not alter any express incorporation by reference in an SEC filing, any applicable legal treatment of linked information or the Company’s disclosure obligations.

Investors should consult the dated announcement and the relevant SEC filings rather than assume that subsequent website changes update this announcement. The inclusion of a hyperlink does not itself verify the information or replace any required public disclosure.

Contact

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media@vivopower.com

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