Sypris Reports Second Quarter Results

Sypris Reports Second Quarter Results

Orders Up 110% To $47 Million For Sypris Electronics

Strong Demand From Electronic Warfare And Communications Markets

LOUISVILLE, Ky.–(BUSINESS WIRE)–
Sypris Solutions, Inc. (Nasdaq/GM: SYPR) today reported financial results for its second quarter ended June 29, 2025.

HIGHLIGHTS

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  • The Company’s second quarter revenue decreased compared to the prior-year quarter primarily due to the near-term impact of tariffs, which reduced demand from certain transportation-related customers and necessitated the conversion of certain shipments from our facility in Mexico to a value-add only sub-maquiladora.

  • The Company’s gross profit decreased compared to the prior-year period due to the volume decrease described above, an unfavorable mix for both segments, and production inefficiencies resulting from material availability issues for Sypris Electronics.

  • Orders for Sypris Electronics increased 110% to $47 million, driving backlog up 26% from year-end 2024.

  • Orders for our energy products increased slightly when compared to the prior-year quarter, while backlog rose 26% from year-end 2024.

  • During the quarter, Sypris Electronics announced a follow-on award from a U.S. DoD prime contractor for a secure communications infrastructure program. Sypris will manufacture and test the embedded circuit card assemblies that will perform certain cryptographic functions for the Army Key Management System. Deliveries are expected to begin in 2026.

  • Sypris Electronics also announced that it received releases for an additional four systems under a multi-year production contract that was first announced in 2022. The modules to be produced by Sypris will be integrated into an electronic warfare improvement program for the U.S. Navy. Deliveries are expected to begin in 2026.

  • Sypris Technologies announced that it entered a long-term agreement to supply certain drivetrain components for a new electrified truck of a leading global commercial vehicle manufacturer. Deliveries are expected to begin in 2026.

  • Subsequent to quarter end, Sypris Electronics announced that it had secured follow-on contract awards to manufacture and test electronic power supply modules for multiple high-reliability subsea communication networks, with production currently underway and expected to continue through 2026.

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“The past few months have been insightful as we evaluate how tariffs might affect the economy and our customers, which may, in turn, affect our overall results,” commented Jeffrey T. Gill, President and Chief Executive Officer. “We are focused on operational excellence to drive the timely and efficient execution of the rapidly growing demand at Sypris Electronics. Customer funding has already been secured for a portion of the key programs, which enables us to procure inventory under multi-year purchase orders to mitigate future supply chain issues.

“A moderate decrease in production is anticipated this year from Sypris Technologies customers in the automotive, commercial vehicle, sport-utility and off-highway markets. However, we believe that the market diversification Sypris Technologies has accomplished over recent years by adding new programs in the automotive, sport-utility and off-highway markets will help offset some of the anticipated cyclical decline for the commercial vehicle market.

“Orders for our energy products remained steady during the period, with open quotes still outstanding on several large projects. Additional opportunities for growth may exist with new global projects in support of increasing LNG demand, including support for the projected steep increase in electricity demand from data centers to support AI. We are also actively pursuing applications for our products in adjacent markets including CO2 capture to further diversify our industry and customer portfolios.”

Second Quarter Results

The Company reported revenue of $31.4 million for the second quarter of 2025, compared to $35.5 million for the prior-year comparable period. Additionally, the Company reported a net loss of $2.1 million, or $0.09 per share, compared with breakeven net income for the prior-year period.

For the six months ended June 29, 2025, the Company reported revenue of $60.9 million compared to $71.1 million for the first half of 2024. The Company reported a net loss of $3.0 million compared with a net loss of $2.2 million for the prior-year period.

Sypris Technologies

Revenue for Sypris Technologies was $14.1 million in the second quarter of 2025 compared to $17.8 million for the prior-year period, reflecting the anticipated cyclical decline in the commercial vehicle market in addition to volume declines related to tariff uncertainty. Furthermore, during 2025, Sypris Technologies began operating under a sub-maquiladora services agreement with one of its customers in Mexico under which the material is consigned to us by the customer instead of being included in the price. This resulted in a revenue decrease of $1.6 million as compared to the prior-year comparable period. Gross profit for the second quarter of 2025 was $2.1 million, or 15.2% of revenue, compared to $2.7 million, or 15.2% of revenue, for the same period in 2024. Gross profit for the second quarter of 2025 was negatively impacted by the decrease in volumes, partially offset by a $0.4 million favorable impact from foreign currency exchange rates for our Mexican subsidiary.

Sypris Electronics

Revenue for Sypris Electronics was $17.3 million in the second quarter of 2025 compared to $17.7 million for the prior-year period as a result of changes in customer delivery schedules for the current year and delays resulting from material availability issues. Gross profit for the second quarter of 2025 was $0.4 million, or 2.5% of revenue, compared to $2.9 million, or 16.5% of revenue, for the same period in 2024. Some of the material availability issues have delayed certain customer deliveries, limited our ability to ramp up production in response to customer demand for certain products and have caused out-of-sequence manufacturing, which increases costs and decreases operational efficiency.

Outlook

Commenting on the future, Mr. Gill added, “With a strong backlog, new program wins and long-term contract extensions in place, we are confident that our future has the potential to be very positive despite the increased market uncertainty. We are closely monitoring customer demand and forward-looking signals and believe our long-standing track record of resilience will allow us to successfully navigate any headwinds. While we anticipate a modest decline in revenue due to the conversion of certain shipments from Mexico to the U.S. into a value-add only sub-maquiladora basis, and the cyclical decrease in production volumes in the commercial vehicle market, we expect the combined strength of our backlog for Sypris Electronics and robust orders for our energy products to serve as a partial offset.”

About Sypris Solutions

Sypris Solutions is a diversified manufacturing and engineering services company serving the defense, transportation, communications, and energy industries. For more information about Sypris Solutions, visit its Web site at www.sypris.com.

Forward Looking Statements

This press release contains “forward-looking” statements within the meaning of the federal securities laws.Forward-looking statements include our plans and expectations of future financial and operational performance.Each forward-looking statement herein is subject to risks and uncertainties, as detailed in our most recent Form 10-K and Form 10-Q and other SEC filings. Briefly, we currently believe that such risks also include the following: the fees, costs and supply of, or access to, debt, equity capital, or other sources of liquidity; the termination or non-renewal of existing contracts by customers; our failure to achieve and maintain profitability on a timely basis by steadily increasing our revenues from profitable contracts with a diversified group of customers, which would cause us to continue to use existing cash resources or require us to sell assets to fund operating losses; volatility of our customers’ forecasts and our contractual obligations to meet current scheduling demands and production levels, which may negatively impact our operational capacity and our effectiveness to integrate new customers or suppliers, and in turn cause increases in our inventory and working capital levels; cost, quality and availability or lead times of raw materials such as steel, component parts (especially electronic components), natural gas or utilities including increased cost relating to inflation, as well as the impact of proposed or imposed tariffs by the U.S. government on imports to the U.S. and/or the imposition of retaliatory tariffs by foreign countries; our reliance on a few key customers, third party vendors and sub-suppliers; risks of foreign operations, including foreign currency exchange rate risk exposure, which could impact our operating results; our failure to successfully complete final contract negotiations with regard to our announced contract “orders”, “wins” or “awards”; significant delays or reductions due to a prolonged continuing resolution or U.S. government shutdown reducing the spending on products and services that Sypris Electronics provides; the cost, quality, timeliness, efficiency and yield of our operations and capital investments, including the impact of inflation, tariffs, product recalls or related liabilities, employee training, working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; inventory valuation risks including excessive or obsolescent valuations or price erosions of raw materials or component parts on hand or other potential impairments, non-recoverability or write-offs of assets or deferred costs; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; the costs and supply of insurance on acceptable terms and with adequate coverage; unanticipated or uninsured product liability claims, disasters, public health crises, losses or business risks; breakdowns, relocations or major repairs of machinery and equipment, especially in our Toluca Plant; the costs of compliance with our auditing, regulatory or contractual obligations; pension valuation, health care or other benefit costs; dependence on, retention or recruitment of key employees and highly skilled personnel and distribution of our human capital; our reliance on revenues from customers in the oil and gas and automotive markets, with increasing consumer pressure for reductions in environmental impacts attributed to greenhouse gas emissions and increased vehicle fuel economy; our failure to successfully win new business or develop new or improved products or new markets for our products; war, geopolitical conflict, terrorism, or political uncertainty, or disruptions resulting from the Russia-Ukraine war or the Israel and Gaza conflict, including arising out of international sanctions, foreign currency fluctuations and other economic impacts; labor relations; strikes; union negotiations; disputes or litigation involving governmental, supplier, customer, employee, creditor, stockholder, premises liability, personal injury, product liability, warranty or environmental claims; failure to adequately insure or to identify product liability, environmental or other insurable risks; costs associated with environmental or other claims relating to properties previously owned; our inability to patent or otherwise protect our inventions or other intellectual property rights from potential competitors or fully exploit such rights which could materially affect our ability to compete in our chosen markets; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; cyber security threats and disruptions, including ransomware attacks on our systems and the systems of third-party vendors and other parties with which we conduct business, all of which may become more pronounced in the event of geopolitical conflicts and other uncertainties, such as the conflict in Ukraine; our ability to maintain compliance with the Nasdaq listing standards minimum closing bid price; risks related to owning our common stock, including increased volatility; possible public policy response to a public health emergency, including U.S. or foreign government legislation or restrictions that may impact our operations or supply chain; or unknown risks and uncertainties. We undertake no obligation to update our forward-looking statements, except as may be required by law.

 
 
 

SYPRIS SOLUTIONS, INC.

Financial Highlights

(In thousands, except per share amounts)

 

Three Months Ended

June 29,

 

June 30,

 

2025

 

 

 

2024

 

(Unaudited)

Revenue

$

31,426

 

$

35,521

 

Net (loss) income

$

(2,051

)

$

16

 

(Loss) Income per common share:
Basic

$

(0.09

)

$

0.00

 

Diluted

$

(0.09

)

$

0.00

 

Weighted average shares outstanding:
Basic

 

22,285

 

 

21,989

 

Diluted

 

22,285

 

 

22,288

 

 
 

Six Months Ended

June 29,

 

June 30,

 

2025

 

 

 

2024

 

(Unaudited)

Revenue

$

60,934

 

$

71,074

 

Net loss

$

(2,950

)

$

(2,205

)

Loss per common share:
Basic

$

(0.13

)

$

(0.10

)

Diluted

$

(0.13

)

$

(0.10

)

Weighted average shares outstanding:
Basic

 

22,214

 

 

21,973

 

Diluted

 

22,214

 

 

21,973

 

 
 
 
 

Sypris Solutions, Inc.

Consolidated Statements of Operations

(in thousands, except for per share data)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 29,

 

June 30,

 

June 29,

 

June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

 

2024

 

 

 

(Unaudited)

 

(Unaudited)

Net revenue:
Sypris Technologies

$

14,097

 

$

17,841

$

27,670

 

$

36,191

 

Sypris Electronics

 

17,329

 

 

17,680

 

33,264

 

 

34,883

 

Total net revenue

 

31,426

 

 

35,521

 

60,934

 

 

71,074

 

Cost of sales:
Sypris Technologies

 

11,954

 

 

15,122

 

23,420

 

 

31,421

 

Sypris Electronics

 

16,888

 

 

14,758

 

31,564

 

 

31,128

 

Total cost of sales

 

28,842

 

 

29,880

 

54,984

 

 

62,549

 

Gross profit:
Sypris Technologies

 

2,143

 

 

2,719

 

4,250

 

 

4,770

 

Sypris Electronics

 

441

 

 

2,922

 

1,700

 

 

3,755

 

Total gross profit

 

2,584

 

 

5,641

 

5,950

 

 

8,525

 

Selling, general and administrative

 

4,025

 

 

4,368

 

7,521

 

 

8,626

 

Operating (loss) income

 

(1,441

)

 

1,273

 

(1,571

)

 

(101

)

Interest expense, net

 

381

 

 

604

 

683

 

 

922

 

Other expense, net

 

224

 

 

194

 

389

 

 

535

 

(Loss) income before taxes

 

(2,046

)

 

475

 

(2,643

)

 

(1,558

)

Income tax expense, net

 

5

 

 

459

 

307

 

 

647

 

Net (loss) income

$

(2,051

)

$

16

$

(2,950

)

$

(2,205

)

(Loss) income per common share:
Basic

$

(0.09

)

$

0.00

$

(0.13

)

$

(0.10

)

Diluted

$

(0.09

)

$

0.00

$

(0.13

)

$

(0.10

)

Dividends declared per common share

$

 

$

$

 

$

 

Weighted average shares outstanding:
Basic

 

22,285

 

 

21,989

 

22,214

 

 

21,973

 

Diluted

 

22,285

 

 

22,288

 

22,214

 

 

21,973

 

 
 
 

Sypris Solutions, Inc.

Consolidated Balance Sheets

(in thousands, except for share data)

 

June 29,

 

December 31,

 

2025

 

 

 

2024

 

(Unaudited)

 

(Note)

ASSETS
Current assets:
Cash and cash equivalents

$

6,352

 

$

9,675

 

Accounts receivable, net

 

10,430

 

 

10,593

 

Inventory, net

 

58,582

 

 

66,680

 

Other current assets

 

9,958

 

 

11,070

 

Total current assets

 

85,322

 

 

98,018

 

Property, plant and equipment, net

 

12,891

 

 

13,299

 

Operating lease right-of-use assets

 

3,266

 

 

3,749

 

Other assets

 

4,358

 

 

4,310

 

Total assets

$

105,837

 

$

119,376

 

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable

$

15,834

 

$

18,428

 

Accrued liabilities

 

41,031

 

 

57,639

 

Operating lease liabilities, current portion

 

774

 

 

906

 

Finance lease obligations, current portion

 

1,200

 

 

1,507

 

Equipment financing obligations, current portion

 

469

 

 

481

 

Working capital line of credit

 

500

 

 

500

 

Note payable – related party, current portion

 

2,000

 

 

 

Total current liabilities

 

61,808

 

 

79,461

 

 
Operating lease liabilities, net of current portion

 

2,799

 

 

3,251

 

Finance lease obligations, net of current portion

 

573

 

 

735

 

Equipment financing obligations, net of current portion

 

749

 

 

852

 

Note payable – related party, net of current portion

 

9,989

 

 

8,986

 

Other liabilities

 

11,240

 

 

6,510

 

Total liabilities

 

87,158

 

 

99,795

 

Stockholders’ equity:
Preferred stock, par value $0.01 per share, 975,150 shares authorized; no shares issued

 

 

 

 

Series A preferred stock, par value $0.01 per share, 24,850 shares authorized; no shares issued

 

 

 

 

Common stock, non-voting, par value $0.01 per share, 10,000,000 shares authorized; no shares issued

 

 

 

 

Common stock, par value $0.01 per share, 30,000,000 shares authorized; 23,051,483 shares issued and 23,029,970 outstanding in 2025 and 23,041,523 shares issued and 23,020,010 outstanding in 2024

 

230

 

 

230

 

Additional paid-in capital

 

157,443

 

 

156,980

 

Accumulated deficit

 

(121,562

)

 

(118,612

)

Accumulated other comprehensive loss

 

(17,432

)

 

(19,017

)

Treasury stock, 21,513 in 2025 and 2024

 

 

 

 

Total stockholders’ equity

 

18,679

 

 

19,581

 

Total liabilities and stockholders’ equity

$

105,837

 

$

119,376

 

 
Note: The balance sheet at December 31, 2024, has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.
 
 
 
 

Sypris Solutions, Inc.

Consolidated Cash Flow Statements

(in thousands)

 

Six Months Ended

June 29,

 

June 30,

 

2025

 

 

 

2024

 

(Unaudited)

Cash flows from operating activities:
Net loss

$

(2,950

)

$

(2,205

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization

 

1,407

 

 

1,676

 

Deferred income taxes

 

129

 

 

39

 

Stock-based compensation expense

 

565

 

 

438

 

Deferred loan costs amortized

 

3

 

 

4

 

Provision for excess and obsolete inventory

 

105

 

 

508

 

Non-cash lease expense

 

483

 

 

610

 

Other noncash items

 

266

 

 

234

 

Contributions to pension plans

 

(169

)

 

(108

)

Changes in operating assets and liabilities:
Accounts receivable

 

114

 

 

(2,743

)

Inventory

 

8,187

 

 

11,563

 

Prepaid expenses and other assets

 

1,815

 

 

(743

)

Accounts payable

 

(2,636

)

 

(4,144

)

Accrued and other liabilities

 

(11,754

)

 

(674

)

Net cash (used in) provided by operating activities

 

(4,435

)

 

4,455

 

Cash flows from investing activities:
Capital expenditures

 

(161

)

 

(508

)

Net cash used in investing activities

 

(161

)

 

(508

)

Cash flows from financing activities:
Proceeds from equipment financing obligations

 

 

 

430

 

Proceeds from Note Payable – related party

 

3,000

 

 

2,500

 

Principal payments on finance lease obligations

 

(737

)

 

(659

)

Principal payments on equipment financing obligations

 

(266

)

 

(319

)

Indirect repurchase of shares for minimum statutory tax withholdings

 

(102

)

 

(1

)

Net cash provided by financing activities

 

1,895

 

 

1,951

 

Effect of exchange rate changes on cash balances

 

(622

)

 

(19

)

Net (decrease) increase in cash and cash equivalents

 

(3,323

)

 

5,879

 

Cash and cash equivalents at beginning of period

 

9,675

 

 

7,881

 

Cash and cash equivalents at end of period

$

6,352

 

$

13,760

 

 
 

 

Rebecca R. Eckert

Chief Accounting Officer

(502) 329-2000

KEYWORDS: United States North America Kentucky

INDUSTRY KEYWORDS: Automotive Other Construction & Property General Automotive Machinery Other Energy Other Manufacturing Utilities Construction & Property Oil/Gas Engineering Energy Automotive Manufacturing Other Defense Aerospace Manufacturing Other Automotive Defense

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Mereo BioPharma Reports Second Quarter 2025 Financial Results and Provides Corporate Highlights

Data from Phase 3 Orbit and Cosmic studies of setrusumab in osteogenesis imperfecta expected around year-end 2025

Cash of $56.1 million as of June 30, 2025, expected to support operations into 2027 

LONDON, Aug. 12, 2025 (GLOBE NEWSWIRE) — Mereo BioPharma Group plc (NASDAQ: MREO) (“Mereo” or the “Company”), a clinical-stage biopharmaceutical company focused on rare diseases, today announced its financial results for the second quarter ended June 30, 2025, and provided recent corporate highlights. 

“We look forward to the final analysis for the two ongoing Phase 3 studies for setrusumab in osteogenesis imperfecta, the Phase 3 Orbit study in pediatric and young adult patients, and the Phase 3 Cosmic study in young pediatric patients, around the end of the year. We continue to be excited about the potential of setrusumab to reduce fractures and improve other functional parameters for individuals living with osteogenesis imperfecta,” said Dr. Denise Scots-Knight, Chief Executive Officer of Mereo. “In parallel with the advancement of setrusumab, we are continuing to advance partnering discussions around alvelestat, our first-in-class oral small molecule for AATD-lung disease, and to ready the program for Phase 3 initiation. Our prudent management of our cash and resources means we are well positioned through these key milestones to support our operations into 2027.”

Second Quarter 2025 Highlights, Recent Developments, and Anticipated Milestones 

Setrusumab (UX143) for osteogenesis imperfecta (OI)

  • The Phase 3 Orbit and Cosmic studies, led by our partner Ultragenyx, evaluating setrusumab in pediatric and young adult patients and young pediatric patients with OI, are progressing towards their final analyses around the end of 2025. The randomized, placebo-controlled Phase 3 portion of the Orbit study was evaluated by the Data Monitoring Committee at an interim analysis in July 2025 and they informed Ultragenyx that setrusumab demonstrated an acceptable safety profile and that the study should continue to the final analysis. Data from the Cosmic study were not analyzed at the interim timepoint, consistent with the statistical analysis plan.
  • Patients will continue dosing in both the Phase 3 Orbit and Cosmic studies, with the final analyses to be conducted after patients have been on therapy for at least 18-months. The threshold for the Phase 3 Orbit final analysis is p<0.04 and for the Phase 3 Cosmic final analysis is p<0.05.
  • Pre-commercial efforts continue in Europe where Mereo holds commercial rights. These include continuation of the SATURN program, working with existing OI datasets to better understand the natural history and the unmet medical need in pediatrics and adults and to generate data to support the health economic model, both important to support the assessment by Regulatory and Health Technology Assessment (HTA) bodies and payors. In addition, the activities to define the treatment landscape, including the number of treatment centers and the patient journey from childhood to adulthood, are being extended beyond the five major countries in Europe.

Alvelestat (MPH-966) for alpha-1-anti-trypsin deficiency lung disease (AATD-LD)

  • Activities to support initiation of the planned single, global Phase 3 pivotal study are ongoing.
  • The Company continues to be actively engaged with multiple potential partners regarding development and commercialization of alvelestat.

Second Quarter 2025 Financial Results 

Total research and development (“R&D”) expenses increased by $0.4 million from $4.9 million in the three months ended June 30, 2024, to $5.4 million in the three months ended June 30, 2025. The increase was primarily due to increases of $2.2 million in R&D expenses for setrusumab offset by decreases of $1.5 million and $0.2 million in R&D expenses for alvelestat and etigilimab, respectively. The increase in program expenses for setrusumab was primarily driven by amounts due under the manufacturing and supply agreement with our partner, Ultragenyx, as well as ongoing activities related to real-world evidence programs and medical affairs activities in Europe. This is in addition to costs we incur in relation to our collaboration with Ultragenyx, who fund the global development of the program, including input into development, regulatory and manufacturing plans. The decrease in program expenses for alvelestat was primarily due to the completion of the drug formulation and manufacturing activities undertaken in preparation for the Phase 3 study in the three months ended June 30, 2024.

General and administrative (“G&A”) expenses decreased by $2.4 million from $7.9 million in the second quarter of 2024 to $5.5 million in the second quarter of 2025. The decrease was primarily due to the recognition of a $1.9 million reduction in expenses in the three months ended June 30, 2025 for amounts received from our depository to reimburse certain expenses incurred by us in respect of our ADR program as well as lower professional fees.

Net loss for the second quarter ended June 30, 2025 was $14.6 million, compared to $12.3 million during the comparable period in 2024, primarily reflecting a foreign currency transaction loss of $5.4 million and increases in R&D expenses, offset by a decrease in G&A expenses and $0.5 million in revenue from a one-time milestone payment for the achievement of a clinical milestone on leflutrozole.

As of June 30, 2025, the Company had cash and cash equivalents of $56.1 million, compared to $69.8 million as of December 31, 2024. The Company’s guidance remains unchanged, and it continues to expect, based on current operational plans, that its existing cash and cash equivalents balance will enable it to fund its currently committed clinical trials, operating expenses, and capital expenditure requirements into 2027. This guidance does not include any payments associated with a potential partnership for alvelestat or business development activity around any of the Company’s non-core programs. 

Total ordinary shares issued as of June 30, 2025, were 795,001,444. Total ADS equivalents as of June 30, 2025, were 159,000,288, with each ADS representing five ordinary shares of the Company. 

About Mereo BioPharma

Mereo BioPharma is a biopharmaceutical company focused on the development of innovative therapeutics for rare diseases. The Company has two rare disease product candidates: setrusumab for the treatment of osteogenesis imperfecta (OI); and alvelestat for the treatment of alpha-1 antitrypsin deficiency-associated lung disease (AATD-LD). The Company’s partner, Ultragenyx Pharmaceutical, Inc., has completed enrollment in the Phase 3 portion of a pivotal Phase 2/3 study in pediatrics and young adults (5 to 25 years old) for setrusumab in OI and in the Phase 3 study in pediatric patients (2 to <7 years old). The partnership with Ultragenyx includes potential additional milestone payments of up to $245 million and royalties to Mereo on commercial sales in Ultragenyx territories. Mereo has retained EU and UK commercial rights and will pay Ultragenyx royalties on commercial sales in those territories. Setrusumab has received orphan designation for osteogenesis imperfecta from the European Commission (“EC”) and the FDA, PRIME designation from the EMA, and has Breakthrough Therapy designation and rare pediatric disease designation from the FDA. Alvelestat has received Orphan Designation for AATD from the EC and the FDA, and Fast Track designation from the FDA for AATD-LD. Following results from ASTRAEUS and ATALANTa in AATD-lung disease, the Company has aligned with the FDA and the EMA on the primary endpoints for a Phase 3 pivotal study which, if successful, could enable full approval in both the U.S. and Europe. Mereo has also entered into an exclusive global license agreement with ReproNovo SA, a reproductive medicine company, for the development and commercialization of leflutrozole, a non-steroidal aromatase inhibitor for the treatment of infertility in men with low testosterone. In addition, Mereo has two oncology product candidates, etigilimab, an anti-TIGIT; and navicixizumab for the potential treatment of late-line ovarian cancer. Navicixizumab has been partnered with Feng Biosciences, Inc. in a global licensing agreement that includes milestone payments and royalties.

Forward-Looking Statements

This press release contains “forward-looking statements” that involve substantial risks and uncertainties. All statements other than statements of historical fact contained herein are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on the Company’s current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.

All of the Company’s forward-looking statements involve known and unknown risks and uncertainties some of which are significant or beyond its control and assumptions that could cause actual results to differ materially from the Company’s historical experience and its present expectations or projections. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical development process; the Company’s reliance on third parties to conduct and provide funding for its clinical trials; the Company’s dependence on enrollment of patients in its clinical trials; and the Company’s dependence on its key executives. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company’s business, including those described in the “Risk Factors” section of its Annual Report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s subsequent filings with the Securities and Exchange Commission. The Company wishes to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

Mereo BioPharma Contacts:  
   
Mereo +44 (0)333 023 7300
Denise Scots-Knight, Chief Executive Officer  
Christine Fox, Chief Financial Officer  
   
Burns McClellan (Investor Relations Adviser to Mereo) +01 646 930 4406
Lee Roth  
Investors
[email protected]

MEREO BIOPHARMA GROUP PLC

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)
(Unaudited)

    June 30,


  December 31,


    2025


  2024


Assets            
Current assets:            
Cash and cash equivalents   $ 56,125     $ 69,802  
Prepaid expenses and other current assets     2,545       2,175  
Research and development incentives receivables     2,751       2,786  
Total current assets     61,421       74,763  
Property and equipment, net     218       257  
Operating lease right-of-use assets, net     522       727  
Intangible assets, net     470       643  
Total assets   $ 62,631     $ 76,390  
             
Liabilities            
Current liabilities:            
Accounts payable   $ 1,138     $ 2,440  
Accrued expenses     5,041       4,071  
Convertible loan notes – current           5,535  
Operating lease liabilities – current     601       707  
Other current liabilities     777       1,095  
Total current liabilities     7,557       13,848  
Warrant liabilities – non-current     545       821  
Operating lease liabilities – non-current           187  
Other non-current liabilities     352       565  
Total liabilities   $ 8,454     $ 15,421  
             
Shareholders’ Equity            
Ordinary shares, par value £0.003 per share; 795,001,444 shares issued at June 30, 2025 (December 31, 2024: 775,728,034)   $ 3,132     $ 3,059  
Additional paid-in capital     546,331       539,642  
Accumulated deficit     (486,643 )     (462,883 )
Accumulated other comprehensive loss     (8,643 )     (18,849 )
Total shareholders’ equity     54,177       60,969  
Total liabilities and shareholders’ equity   $ 62,631     $ 76,390  

MEREO BIOPHARMA GROUP PLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)
(Unaudited)

    Three Months Ended

June 30,
  Six Months Ended

June 30,
    2025


  2024


  2025


  2024


Revenue   $ 500     $     $ 500     $  
Operating expenses                        
Cost of revenue     (132 )           (132 )      
Research and development     (5,373 )     (4,946 )     (9,303 )     (8,939 )
General and administrative     (5,494 )     (7,868 )     (12,766 )     (13,777 )
Loss from operations     (10,499 )     (12,814 )     (21,701 )     (22,716 )
Other income/(expenses)                        
Interest income     589       559       1,248       1,175  
Interest expense     (24 )     (331 )     (204 )     (641 )
Changes in the fair value of warrants     (101 )     (69 )     315       (517 )
Foreign currency transaction (loss)/gain, net     (5,326 )     31       (8,091 )     644  
Benefit from research and development tax credit     745       369       930       847  
Net loss before income tax     (14,616 )     (12,255 )     (27,503 )     (21,208 )
Income tax benefit                        
Net loss   $ (14,616 )   $ (12,255 )   $ (27,503 )   $ (21,208 )
                         
Loss per share – basic and diluted   $ (0.02 )   $ (0.02 )   $ (0.03 )   $ (0.03 )
Weighted average shares outstanding – basic and diluted     799,435,329       711,770,804       794,022,295       706,407,371  
                         
Net loss   $ (14,616 )   $ (12,255 )   $ (27,503 )   $ (21,208 )
Other comprehensive income/(loss) – Foreign currency translation adjustments, net of tax     6,647       5       10,206       (793 )
Total comprehensive loss   $ (7,969 )   $ (12,250 )   $ (17,297 )   $ (22,001 )



Sable Offshore Corp. Reports Second Quarter 2025 Operational and Financial Results

Sable Offshore Corp. Reports Second Quarter 2025 Operational and Financial Results

HOUSTON–(BUSINESS WIRE)–
Sable Offshore Corp. (“Sable,” or the “Company”)(NYSE: SOC) today announced its second quarter 2025 operational and financial results.

Second Quarter 2025 Operational Highlights

  • On May 19, 2025, the Company announced that as of May 15, 2025, it had restarted production at the Santa Ynez Unit (“SYU”) and begun flowing oil production to Las Flores Canyon.

  • Additionally, on May 19, 2025 the Company announced that it completed its anomaly repair program on the Las Flores Pipeline System (the “Onshore Pipeline”) as specified by the Consent Decree, the governing document for the restart and operations of the Onshore Pipeline.

  • On May 28, 2025 Sable announced that it successfully completed hydrotests of all segments of the Onshore Pipeline, satisfying the final operational condition for the restart of the Onshore Pipeline as outlined in the Consent Decree.

  • Sable flowed approximately 130,000 barrels of oil from Platform Harmony into storage at Las Flores Canyon during Q2 2025. Subsequently, Sable flowed an additional ~220,000 barrels of oil into storage at Las Flores Canyon as of August 8, 2025. SYU wells on Platform Harmony continue to produce in line with previously disclosed production rates.

Second Quarter 2025 Financial Highlights

  • On May 23, 2025 the Company announced the closing of an upsized underwritten public offering of 10,000,000 shares of Common Stock at the public offering price of $29.50 per share, providing $282.6 million of proceeds, net of fees and expenses.

  • Reported a net loss of $128.1 million, primarily attributable to production restart related operating expenses and non-cash interest expense, partially offset by a non-cash gain in the fair value of warrant liabilities.

  • Ended the quarter with 99,482,250 shares of Common Stock outstanding.

  • Concluded the quarter with short-term outstanding debt of $875.6 million, inclusive of paid-in-kind interest, additional principal incurred from the debt amendment, and debt issuance costs.

  • Ended the quarter with cash and cash equivalents balance of $247.1 million, exclusive of restricted cash balance of $35.6 million.

Updated Guidance

  • Sable expects to recommence oil sales upon restart of the Onshore Pipeline in September 2025.

About Sable

Sable Offshore Corp. is an independent oil and gas company, headquartered in Houston, Texas, focused on responsibly developing the Santa Ynez Unit in federal waters offshore California. The Sable team has extensive experience safely operating in California.

Forward-Looking Statements

The information in this press release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “continue,” “plan,” “forecast,” “predict,” “potential,” “future,” “outlook,” and “target,” the negative of such terms and other similar expressions are intended to identify forward- looking statements, although not all forward-looking statements will contain such identifying words. These statements are based on the current beliefs and expectations of Sable’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Factors that could cause Sable’s actual results to differ materially from those described in the forward-looking statements include: the ability to recommence sales from the SYU assets and the cost and time required therefor; global economic conditions and inflation; increased operating costs; lack of availability of drilling and production equipment, supplies, services and qualified personnel; geographical concentration of operations; environmental and weather risks; regulatory changes and uncertainties; litigation, complaints and/or adverse publicity; privacy and data protection laws, privacy or data breaches, or loss of data; our ability to comply with laws and regulations applicable to our business; and other one-time events and other factors that can be found in Sable’s Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on Sable’s website (www.sableoffshore.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Except as required by applicable law, Sable undertakes no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this press release.

Disclaimers

The SYU assets discussed in this press release have not sold commercial quantities of hydrocarbons since such SYU assets were shut in during June of 2015 when the only Onshore Pipeline transporting hydrocarbons produced from such SYU assets to market ceased transportation. There can be no assurance that the necessary approvals will be obtained that would allow the Onshore Pipeline to recommence transportation and allow the SYU assets to recommence sales.

Investor Contact:

Harrison Breaud

Vice President, Finance & Investor Relations

[email protected]

713-579-8111

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Professional Services Oil/Gas Legal Energy Finance Banking

MEDIA:

Veteran Real Estate Coach and Business Builder Pam O’Bryant Launches High-Performance Team at Real

Veteran Real Estate Coach and Business Builder Pam O’Bryant Launches High-Performance Team at Real

Former KW executive brings nearly 30 years of leadership, coaching and business development expertise to Real’s innovative platform

MIAMI–(BUSINESS WIRE)–
The Real Brokerage Inc. (NASDAQ: REAX), a leading real estate technology platform transforming the industry through innovation and culture, today announced that internationally recognized real estate coach, author and entrepreneur Pam O’Bryant has joined Real and launched a new team serving the District of Columbia, Maryland and Virginia markets.

With nearly three decades of experience building profitable teams and brands, O’Bryant is known for her deep expertise in systems, business development and leadership coaching. Real allows her to combine this experience along with her high-touch, agent-first philosophy with Real’s fintech-forward, virtual end-to-end platform designed around what agents need most to succeed.

O’Bryant is best known for her long and influential career at Keller Williams that began in 1997 when she joined KW’s San Antonio office at its inception. While at KW, she led one of the most profitable market centers in the Mid-Atlantic, helped to expand the brand in the UK and was selected to the company’s prestigious International Master Faculty.

“Pam embodies what it means to be a purpose-driven leader,” said Tamir Poleg, Chairman and CEO of Real. “Her approach to building businesses through systems, service and coaching perfectly aligns with Real’s mission to empower agents to thrive. We’re thrilled to welcome her to Real.”

Earlier this year, O’Bryant launched Real Estate on Purpose, a business focused on helping agents fall in love with real estate again through hands-on coaching, marketing support, transaction management and more. Now, under the Real umbrella, she plans to scale the impact of this agent experience model by building a powerhouse team, aiming to grow the Real Estate on Purpose team to 10 agents by year-end.

O’Bryant’s career spans the leadership of top-producing teams, international expansion and a long track record of turning underperforming offices into profitable operations. Her expertise in agent coaching and virtual training is showcased through VirtualRealEstateTrainer.com, where she equips agents with the tools and systems to build sustainable businesses. She’s also co-author of What to Do! A Real Estate Agent’s Gospel and a contributor to The Millionaire Real Estate Agent. At the core of her approach is a belief that real estate should be personal, intentional and joyful—for agents and clients alike.

“Those who know me know I’m all about systems and execution,” said O’Bryant. “To operate at the level we intend, Real’s platform was the clear choice. Their model isn’t just virtual. It’s strategic, efficient and designed for scalable growth. That aligns perfectly with my goal of building a team where agents can do what they love and serve at a higher level.”

About Real

Real (NASDAQ: REAX) is a real estate experience company working to make life’s most complex transaction simpler. The fast-growing company combines essential real estate, mortgage and closing services with powerful technology to deliver a single seamless end-to-end consumer experience, guided by trusted agents. With a presence in all 50 states throughout the U.S. and Canada, Real supports over 29,000 agents who use its digital brokerage platform and tight-knit professional community to power their own forward-thinking businesses. Additional information can be found on its website at www.onereal.com.

Forward-Looking Statements

Some of the statements in this press release are “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding agent growth. These forward-looking statements are subject to risks, uncertainties and assumptions, including the risk of slowdowns in real estate markets, economic and industry downturns and Real’s ability to attract new agents and retain current agents. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties that could cause actual results and events to differ materially from those in the forward-looking statements. They include the risks discussed under the heading “Risk Factors” in the Company’s Annual Information Form dated March 6, 2025, and “Risks and Uncertainties” in the Company’s Quarterly Management’s Discussion and Analysis for the period ended June 30, 2025, copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. It is not possible for management to predict all the possible risks that could affect Real or to assess the impact of all possible risks on Real’s business.

Investor inquiries, please contact:

Loren Irwin

Director, Investor Relations and Financial Reporting

[email protected]

908.280.2515

For media inquiries, please contact:

Elisabeth Warrick

Senior Director, Marketing, Communications & Brand

[email protected]

201.564.4221

KEYWORDS: United States North America Maryland Virginia Florida District of Columbia

INDUSTRY KEYWORDS: Technology Residential Building & Real Estate Construction & Property Other Technology

MEDIA:

Logo
Logo

Bicara Therapeutics Reports Second Quarter 2025 Financial Results and Provides Business Update

Updated data from Phase 1/1b trial presented at 2025 ASCO Annual Meeting demonstrated deep and durable responses in 1L HPV-negative R/M HNSCC

Data from additional Phase 1/1b expansion cohorts evaluating alternate dose regimens in HPV-negative patients expected by Q1 2026

Strong financial position with approximately $437 million in cash and cash equivalents as of June 30, 2025 expected to fund operations into the first half of 2029

BOSTON, Aug. 12, 2025 (GLOBE NEWSWIRE) — Bicara Therapeutics Inc. (Nasdaq: BCAX), a clinical-stage biopharmaceutical company committed to bringing transformative bifunctional therapies to patients with solid tumors, today announced financial results for the second quarter ended June 30, 2025 and provided a business update.

“We continue to make excellent progress with the development of ficerafusp alfa,” said Claire Mazumdar, PhD, MBA, Chief Executive Officer of Bicara Therapeutics. “Updated Phase 1/1b data recently presented at ASCO 2025 from the 1500mg weekly cohort underscore the differentiated ability of ficerafusp alfa to remodel the tumor stroma and drive tumor penetration, with deep, durable anti-tumor responses observed in HPV-negative recurrent/metastatic head and neck squamous cell carcinoma patients. These data provide a strong foundation for the continued advancement of our pivotal Phase 2/3 FORTIFI-HN01 trial, and reinforce our confidence in the study design. We also look forward to presenting data from two additional Phase 1/1b expansion cohorts evaluating alternate dose regimens in patients with HPV-negative disease, which are expected to further characterize the safety and efficacy profile of ficerafusp alfa in this population with high unmet need.”


Pipeline Highlights

Bicara is developing ficerafusp alfa, a first-in-class, dual-action bifunctional epidermal growth factor receptor (EGFR)/transforming growth factor beta (TGF-β) antibody designed to enhance tumor penetration by breaking barriers in the tumor microenvironment that have challenged the treatment of multiple solid tumor cancers.

FORTIFI-HN01: Pivotal Phase 2/3 Clinical Trial in 1L R/M HNSCC

Enrollment is ongoing in FORTIFI-HN01, a global, randomized, double-blind, placebo-controlled, pivotal Phase 2/3 trial of ficerafusp alfa in combination with pembrolizumab in first line (1L) recurrent/metastatic (R/M) head and neck squamous cell carcinoma (HNSCC), excluding patients with oropharyngeal squamous cell carcinoma associated with human papillomavirus infection (HPV-positive).

Phase 1/1b Clinical Trial in 1L R/M HNSCC

  • Updated data with extended follow-up from a Phase 1/1b trial evaluating 1500mg ficerafusp alfa weekly in patients with 1L R/M HNSCC was highlighted in an oral presentation at the 2025 American Society of Clinical Oncology (ASCO) Annual Meeting.
    • In the efficacy evaluable human papillomavirus (HPV)-negative population (n=28):
      • Median duration of response (DOR) of 21.7 months amongst responders (n=15).
      • Median overall survival (OS) of 21.3 months; 2-year OS rate of 46%.
      • 54% (15/28) confirmed objective response rate (ORR); 64% (18/28) ORR, including three additional unconfirmed responses and 21% (6/28) complete response rate.
      • 80% (12/15) of responders achieved a deep response (≥80% tumor shrinkage).
      • Disease control rate of 89% (25/28 patients).
      • Median progression-free survival of 9.9 months.
      • Manageable safety profile consistent with previously reported adverse events.
  • Additional Phase 1b expansion cohorts evaluating ficerafusp alfa in 1L R/M HNSCC remain ongoing:
    • Data from a cohort evaluating 750mg of ficerafusp alfa weekly in combination with pembrolizumab in HPV-negative patients are expected to be presented at a medical meeting in the fourth quarter of 2025 or the first quarter of 2026.
    • Data from a cohort evaluating 2000mg of ficerafusp alfa every other week in combination with pembrolizumab in HPV-negative patients are expected to be presented at a medical meeting in the first quarter of 2026.
    • A cohort evaluating 1500mg weekly of ficerafusp alfa in combination with pembrolizumab in HPV-negative patients with combined positive scores (CPS) of 0 continues to enroll. Data from this cohort are expected to be presented at a medical meeting in 2026.

Development of Ficerafusp Alfa Across Other Solid Tumor Types

  • A Phase 1b expansion cohort evaluating ficerafusp alfa both as monotherapy and in combination with pembrolizumab in patients with 3L+ metastatic colorectal cancer (RAS/B-Rapidly Accelerated Fibrosarcoma (BRAF) wild type) is enrolling.

 Second Quarter 2025 Financial Results

  • Cash Position: As of June 30, 2025, Bicara had cash and cash equivalents of $436.6 million, compared to $489.7 million as of December 31, 2024. Based on its current operating and development plans, the Company expects that its existing cash and cash equivalents will fund operations into the first half of 2029.
  • Research and Development Expenses: Research and development expenses were $24.8 million for the second quarter of 2025 as compared to $15.8 million for the second quarter of 2024. The increase was primarily due to additional costs associated with the initiation of FORTIFI-HN01, a pivotal Phase 2/3 clinical trial, as well as the Company’s ongoing Phase 1/1b clinical trials to advance ficerafusp alfa and an increase in personnel costs.
  • General and Administrative Expenses: General and administrative expenses were $7.2 million for the second quarter of 2025 as compared to $3.9 million for the second quarter of 2024. The increase was primarily due to additional personnel costs and professional fees to support advancement of our clinical trials and operations as a public company.
  • Net Loss: Net loss totaled $27.4 million for the second quarter of 2025 as compared to $17.0 million for the second quarter of 2024.

About Bicara Therapeutics

Bicara Therapeutics is a clinical-stage biopharmaceutical company committed to bringing transformative bifunctional therapies to patients with solid tumors. Bicara’s lead program, ficerafusp alfa, is a first-in-class bifunctional antibody designed to drive tumor penetration by breaking barriers in the tumor microenvironment that have challenged the treatment of multiple solid tumor cancers. Specifically, ficerafusp alfa combines two clinically validated targets: an epidermal growth factor receptor (EGFR) directed monoclonal antibody with a domain that binds to human transforming growth factor beta (TGF-β). Through this targeted mechanism, ficerafusp alfa reverses the fibrotic and immune-excluded tumor microenvironment driven by TGF-β signaling to enable tumor penetration that drives deep and durable responses. Ficerafusp alfa is being developed in head and neck squamous cell carcinoma, where there remains a significant unmet need, as well as other solid tumor types. For more information, please visit www.bicara.com or follow us on LinkedIn or X.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements may be identified by words such as “may,” “might,” “will,” “could,” “would,” “should,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and similar words or expressions, or the negative thereof, are intended to identify forward-looking statements, although not all contain identifying words. Any statements in this press release that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, without limitation, Bicara’s strategy, business plans and focus; express or implied statements regarding the clinical development of ficerafusp alfa, including enrollment, progress and anticipated data readouts of Bicara’s Phase 2/3 trial of ficerafusp alfa in combination with pembrolizumab and the additional ongoing expansion cohorts of Bicara’s Phase 1b trial of ficerafusp alfa; the expected therapeutic potential and clinical benefits of ficerafusp alfa, including potential efficacy, depth, durability and tolerability; Bicara’s expected operating expenses and capital expenditure requirements, including its cash runway into the first half of 2029; and participation at upcoming conferences and the timing of data readouts. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to uncertainties inherent in the development of product candidates, including the conduct of research activities and the conduct of clinical trials; uncertainties as to the availability and timing of results and data from clinical trials; whether results from prior preclinical studies and clinical trials will be predictive of the results of subsequent preclinical studies and clinical trials; regulatory developments in the United States and foreign countries; whether Bicara’s cash resources will be sufficient to fund its foreseeable and unforeseeable operating expenses and capital expenditure requirements; as well as the risks and uncertainties identified in Bicara’s filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2024, its upcoming Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and any subsequent filings Bicara makes with the SEC. In addition, any forward-looking statements represent Bicara’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Bicara explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Bicara intends to use its Investor Relations website as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s Investor Relations website, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations, and webcasts.

       
BICARA THERAPEUTICS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited,
in thousands except shares and per share data)
       
  Three Months Ended
June 30,
  Six Months Ended

June 30,
  2025   2024   2025   2024
Operating expenses              
Research and development – related party $ 2,932     $ 1,510     $ 9,507     $ 5,091  
Research and development   21,866       14,331       49,624       22,782  
General and administrative   7,220       3,909       14,675       7,251  
Total operating expenses1   32,018       19,750       73,806       35,124  
Loss from operations   (32,018 )     (19,750 )     (73,806 )     (35,124 )
               
Other income              
Interest income   4,682       2,701       9,696       5,568  
Total other income   4,682       2,701       9,696       5,568  
Net loss before income taxes   (27,336 )     (17,049 )     (64,110 )     (29,556 )
Income tax expense   (52 )           (124 )     (1 )
Net loss $ (27,388 )   $ (17,049 )   $ (64,234 )   $ (29,557 )
               
Net Loss per share, basic and diluted $ (0.50 )   $ (19.01 )   $ (1.18 )   $ (38.19 )
               
Weighted-average number common shares outstanding, basic and diluted   54,539,230       896,744       54,496,862       774,012  
               
1 Expenses include the following non-cash stock-based compensation expense              
Research & Development $ 1,159     $ 251     $ 2,300     $ 481  
General and administrative   2,333       787       4,643       1,704  
Total stock-based compensation expense $ 3,492     $ 1,038     $ 6,943     $ 2,185  
                               

BICARA THERAPEUTICS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)
       
  June 30,
2025
  December 31,
2024
Assets      
Current assets:      
Cash and cash equivalents $ 436,606     $ 489,711  
Prepaid expenses and other assets   7,785       12,822  
Total current assets   444,391       502,533  
       
Property and equipment, net   117       155  
Right of use asset – operating lease   2,237       690  
Other assets   6,842       6,618  
Total assets $ 453,587     $ 509,996  
       
Liabilities and stockholders’ equity      
Current liabilities:      
Accounts payable $ 2,041     $ 3,893  
Accounts payable – related party   870       615  
Accrued expenses and other current liabilities   12,000       12,875  
Accrued expenses and other current liabilities – related party   1,242        
Operating lease liability – current portion   1,074       607  
Total current liabilities   17,227       17,990  
       
Operating lease liability – net of current portion   1,164       131  
Total liabilities   18,391       18,121  
Total stockholders’ equity   435,196       491,875  
Total liabilities and stockholders’ equity $ 453,587     $ 509,996  
               

Contacts

Investors

Rachel Frank
[email protected]

Media

Amanda Lazaro
1AB
[email protected]



GOBankingRates Taps America’s Top 100 Money Experts To Answer 2025’s Most Critical Money Questions

PR Newswire

GOBankingRates researched the top personal finance questions Americans are actively searching for online and gathered insights from the biggest names in the industry.


TEMPE, Ariz.
, Aug. 12, 2025 /PRNewswire/ — GOBankingRates, in partnership with MoneyLion, is proud to announce the most powerful names in personal finance with a definitive list of the Top 100 Money Experts of 2025 – and we’re giving our readers access to their best advice on key issues.

Each Top 100 Money Expert answered one of the year’s most searched personal finance questions—identified by AI as part of a multi-layered research process.

Dave Ramsey weighed in on the best way to get out of debt. “You fix a behavior-based problem with a behavior-based solution — that’s why the small debt goes first,” he told GOBankingRates as part of the program.

Barbara Corcoran is also among the featured experts, advising readers on how to successfully invest in real estate: “If you cash out the moment the market turns, you’ll miss the reward of staying the course.”

Advice from these Top 100 Money Experts, which also includes names such as Mark Cuban, Suze Orman, Kevin O’Leary, Tony Robbins, Rachel Cruze, Robert Kiyosaki and Vivian Tu, will help readers through every phase of their financial journey.

To come up with the ultimate list of the Top 100 Money Experts for 2025, GOBankingRates looked for individuals who met several different criteria, including being a recognized thought leader featured in major publications, a strong social media presence, professional credentials, industry experience, and the ability to provide engaging and practical advice. To accompany our list of the Top 100 Money Experts, our in-house research team surveyed more than 1,000 Americans about who and where they turn to for financial advice.

“The survey found that it’s Gen Z who trusts financial experts the most, while boomers trust them the least,” said Andrew Murray, Lead Content Data Researcher at GOBankingRates. “Other notable findings include that women were more willing to pay for financial advice with less money in savings, and that TikTok is by far the least trusted social media platform for money advice – even among Gen Z.”

The Top 100 Money Experts program — a partnership between GOBankingRates and MoneyLion, both part of the Gen family, a global company empowering consumers to protect their digital and financial lives — will be rolling out over the next 100 days, with exclusive expert Q&As publishing every day, which you can find here.

If you have any further questions, please direct all media inquiries to:
Ray Marek
Media Outreach Manager
GOBankingRates.com, GenDigital.com
[email protected]

About GOBankingRates

GOBankingRates.com is a personal finance news and features website dedicated to helping visitors Live Richer™. From tips on saving money to investing for retirement or finding a good interest rate, GOBankingRates helps turn financial goals into milestones and money dreams into realities. Its content is regularly featured on top-tier media outlets, including MSN, Yahoo!, FOX Business, CNBC, Business Insider, USA Today and dozens of others. GOBankingRates specializes in connecting consumers with the financial institutions and products that best match their needs. Start your journey toward a rich mind and full wallet with us at www.gobankingrates.com.

About MoneyLion

MoneyLion is a leader in financial technology powering the next generation of personalized products, content, and marketplace technology, with a top consumer finance super app, a premier embedded finance platform for enterprise businesses and a world-class media arm. MoneyLion’s mission is to give everyone the power to make their best financial decisions. Through its go-to money app for consumers, MoneyLion delivers curated content on finance and related topics, through a tailored feed that engages people to learn and share. People take control of their finances with its innovative financial products and marketplace – including a full-fledged suite of features to save, borrow, spend, and invest – seamlessly bringing together the best offers and content from MoneyLion and its 1,300+ Enterprise Partner network, together in one experience. For more information about MoneyLion, please visit www.moneylion.com. For information about Engine by MoneyLion for enterprise businesses, please visit www.engine.tech.

About Gen

Gen (NASDAQ: GEN) is a global company dedicated to powering Digital Freedom through its trusted consumer brands including Norton, Avast, LifeLock, MoneyLion and more. The Gen family of consumer brands is rooted in providing financial empowerment and cyber safety for the first digital generations. Today, Gen empowers people to live their digital lives safely, privately and confidently for generations to come. Gen brings award-winning products and services in cybersecurity, online privacy, identity protection and financial wellness to nearly 500 million users in more than 150 countries. Learn more at GenDigital.com.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/gobankingrates-taps-americas-top-100-money-experts-to-answer-2025s-most-critical-money-questions-302526915.html

SOURCE GOBankingRates

ADC Therapeutics Reports Second Quarter 2025 Financial Results and Provides Operational Update

PR Newswire

ZYNLONTA® in combination with glofitamab (COLUMVI®) demonstrated overall response rate (ORR) of 93.3% and a complete response (CR) rate of 86.7% in LOTIS-7 across 30 efficacy evaluable patients

Expansion to 100 r/r DLBCL patients underway in LOTIS-7 Phase 1b trial; Additional data to be shared in second half of 2025

LOTIS-5 Phase 3 trial expected to reach prespecified progression-free survival (PFS) events by end of 2025; update to follow once data are available

Completed $100 million private placement extending expected cash runway into 2028

LAUSANNE, Switzerland, Aug. 12, 2025 /PRNewswire/ — ADC Therapeutics SA (NYSE: ADCT), a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs), today reported financial results for the second quarter ended June 30, 2025, and provided operational updates.

“Entering the second half of 2025, we have streamlined our strategic focus and strengthened our financial foundation, which now allows us to pursue multiple promising opportunities to expand ZYNLONTA® into earlier lines of therapy in DLBCL and indolent lymphomas,” said Ameet Mallik, Chief Executive Officer of ADC Therapeutics. “We recently shared impressive efficacy data from our LOTIS-7 study of ZYNLONTA plus glofitamab in patients with relapsed or refractory DLBCL and have additional key clinical milestones anticipated through 2026. These milestones include LOTIS-5 achieving the prespecified PFS event target this year and a ZYNLONTA sBLA filing anticipated in 2026, in addition to ongoing Phase 2 investigator-initiated trials in indolent lymphomas. We remain committed to executing our strategy with discipline as we pursue the substantially larger therapeutic opportunity for ZYNLONTA.”

Second Quarter 2025 Operational Updates & Recent Highlights

  • Completed private investment in public equity (PIPE) financing, extending expected cash runway to 2028. The Company entered into a securities purchase agreement for the sale of its equity securities to certain institutional investors in a $100 million PIPE financing, of which the net proceeds of $93.1 million are anticipated to fund multiple catalysts supporting ZYNLONTA’s clinical development and commercialization activities.

  • LOTIS-7 data presentations at the European Hematology Association 2025 Congress (EHA2025) and the 18th International Conference on Malignant Lymphoma (ICML) highlighted high response rates and manageable safety and tolerability of ZYNLONTA

    p
    lus glofitamab (COLUMVI
    ®
    ) in patients with relapsed/refractory (r/r) diffuse large B-cell lymphoma (DLBCL). As of the April 2025 cutoff, data from the Phase 1b clinical trial showed an overall response rate (ORR) of 93.3% and a complete response (CR) of 86.7% among the 30 efficacy evaluable patients enrolled in the study. Among the 41 safety evaluable patients, the combination was generally well tolerated with a manageable safety profile and no dose-limiting toxicities across dose levels. The Company expects to engage with the U.S. Food and Drug Administration (FDA) and provide an update on the LOTIS-7 trial in the second half of 2025. Once sufficient data with longer follow-up is available, the Company plans to pursue publication and compendia inclusion in the first half of 2027.

  • LOTIS-5 remains on track to reach prespecified progression-free survival (PFS) events by the end of 2025.
    After the prespecified number of PFS events is reached and data are available, the Company expects to provide topline data on the Phase 3 confirmatory trial evaluating ZYNLONTA in combination with rituximab in patients with 2L+ DLBCL. A potential supplemental Biologics License Application (sBLA) submission to regulatory authorities is anticipated in the first half of 2026, with potential confirmatory approval in 2L+ DLBCL and publication and compendia inclusion in the first half of 2027.
  • Updated data from the investigator-initiated trial presented at ICML demonstrated the potential of ZYNLONTA as a monotherapy in r/r marginal zone lymphoma. The updated data presented by Izidore S. Lossos, MD, Chief, Division of Hematology Lymphoma Section, at Sylvester Comprehensive Cancer Center, part of the University of Miami Miller School of Medicine, demonstrated an ORR of 84.6% (22/26) and a CR of 69.2% (18/26) with a manageable safety profile. The Phase 2, single-arm, open-label, multicenter trial is being conducted at the Sylvester Comprehensive Cancer Center, City of Hope, Emory Winship Cancer Institute and Vanderbilt-Ingram Cancer Center. The Company plans to assess a potential regulatory pathway. In addition, once sufficient data is available, a potential publication and compendia inclusion is anticipated in the first half of 2027.
  • IND-enabling activities advancing for PSMA-targeting ADC. IND-enabling activities are underway for the Company’s exatecan-based, prostate-specific membrane antigen (PSMA)-targeting ADC, which has been selected for advancement. Completion of these activities is expected by the end of 2025.
  • Announced strategic restructuring and prioritization plan, discontinuing early development efforts for the remaining preclinical programs in solid tumors and focusing on ZYNLONTA. As research and development efforts and related programs are closed out, the Company plans to shut down its UK facility and reduce the global workforce across functions by approximately 30%, which is expected to be substantially completed by September 30, 2025.

Second Quarter and First Half 2025 Financial Results

  • Product Revenues: Net product revenues were $18.1 million for the second quarter ended June 30, 2025, and $35.5 million for the first six months of 2025 as compared to $17.0 million and $34.9 million for the same periods in 2024. The period-over-period changes were primarily driven by higher sales price and variability in sales volume.
  • Research and Development (R&D) Expense: R&D expense was $30.1 million for the three months ended June 30, 2025, and $59.0 million for the six months ended June 30, 2025, as compared to $24.3 million and $50.0 million for the same periods in 2024. The increases in R&D costs were driven by timing and enrollment of our ZYNLONTA clinical trials LOTIS-5 and LOTIS-7, and an increase in IND-enabling activities for our PSMA-targeting ADC. These increases were partially offset by a reduction in spending on discontinued programs.
  • Selling and Marketing (S&M) Expense: S&M expense was $10.1 million and $20.7 million for the three and six months ended June 30, 2025, respectively, compared to $10.7 million and $22.1 million for the same periods in 2024. The period-over-period decreases were primarily due to a reduction in marketing and advertising expenses.
  • General & Administrative (G&A) Expense: G&A expense was $8.8 million and $18.8 million for the three and six months ended June 30, 2025, respectively, compared to $10.2 million and $22.7 million for the same periods in 2024. The reductions in G&A expense were primarily due to lower external professional fees.
  • Restructuring, impairment and other related costs: In connection with the strategic reprioritization and restructuring plan announced in June 2025, the Company incurred $13.1 million in restructuring and impairment costs for the three and six months ended June 30, 2025, which consisted of $6.7 million in employee severance and related benefit costs, and $6.4 million in non-cash impairment of assets in connection with the close down of the UK facility.
  • Net Loss: Net loss for the quarter ended June 30, 2025, was $56.6 million, or a net loss of $0.50 per basic and diluted share, as compared to a net loss of $36.5 million, or a net loss of $0.38 per basic and diluted share, for the same period in 2024. Net loss for the six months ended June 30, 2025, was $95.2 million, or a net loss of $0.86 per basic and diluted share, as compared to a net loss of $83.2 million, or a net loss of $0.93 per basic and diluted share for the six months ended June 30, 2024. The higher net loss of the three- and six-month periods are primarily due to the increase in R&D expense and the restructuring, impairment and related costs incurred in connection with the strategic reprioritization and restructuring plan.
  • Adjusted Net Loss: Adjusted net loss, which is a non-GAAP financial measure, was $28.7 million, or an adjusted net loss of $0.25 per basic and diluted share for the quarter ended June 30, 2025, as compared to adjusted net loss of $24.4 million, or $0.25 per basic and diluted share, for the same period in 2024. Adjusted net loss for the six months ended June 30, 2025, was $52.6 million, or an adjusted net loss of $0.48 per basic and diluted share, as compared to net loss of $55.5 million, or an adjusted net loss of $0.62 per basic and diluted share for the six months ended June 30, 2024. The increase in adjusted net loss for the three-month period is due to higher R&D costs. The decrease in adjusted net loss per share for the six-month period is primarily attributable to a higher number of weighted average shares outstanding.
  •  Cash and cash equivalents: As of June 30, 2025, cash and cash equivalents were $264.6 million, compared to $250.9 million as of December 31, 2024. In June 2025, the Company entered into securities purchase agreements for the sale of its equity securities to certain institutional investors in a $100.0 million PIPE financing, which resulted in net proceeds of $93.1 million, extending the expected cash runway into 2028.

Conference Call Details

ADC Therapeutics management will host a conference call and live audio webcast to discuss second quarter 2025 financial results and provide a company update today at 8:30 a.m. Eastern Time. To access the conference call, please register here. Registrants will receive the dial-in number and unique PIN. It is recommended that you join 10 minutes before the event, though you may pre-register at any time. A live webcast of the call will be available under “Events & Presentations” in the Investors section of the ADC Therapeutics website at ir.adctherapeutics.com. The archived webcast will be available for 30 days following the call.

About ADC Therapeutics

ADC Therapeutics (NYSE: ADCT) is a commercial-stage global leader and pioneer in the field of antibody drug conjugates (ADCs), transforming treatment for patients through our focused portfolio with ZYNLONTA (loncastuximab tesirine-lpyl) and an early stage PSMA-targeting ADC.

ADC Therapeutics’ CD19-directed ADC ZYNLONTA received accelerated approval by the FDA and conditional approval from the European Commission for the treatment of relapsed or refractory diffuse large B-cell lymphoma after two or more lines of systemic therapy. ZYNLONTA is also in development in combination with other agents and in earlier lines of therapy. In addition to ZYNLONTA, ADC Therapeutics is leveraging its expertise to advance IND-enabling activities for a next-generation PSMA-targeting ADC which utilizes a differentiated exatecan-based payload with a novel hydrophilic linker.

Headquartered in Lausanne (Biopôle), Switzerland, with operations in London and New Jersey, ADC Therapeutics is focused on driving innovation in ADC development with specialized capabilities from clinical to manufacturing and commercialization. Learn more at adctherapeutics.com and follow us on LinkedIn.

ZYNLONTA® is a registered trademark of ADC Therapeutics SA.

Use of Non-GAAP Financial Measures
In addition to financial information prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), this document also contains certain non-GAAP financial measures based on management’s view of performance including:

  • Adjusted total operating expenses
  • Adjusted net loss
  • Adjusted net loss per share

Management uses such measures internally when monitoring and evaluating our operational performance, generating future operating plans and making strategic decisions regarding the allocation of capital. We believe that these adjusted financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and facilitate operating performance comparability across both past and future reporting periods. These non-GAAP measures have limitations as financial measures and should be considered in addition to, and not in isolation or as a substitute for, the information prepared in accordance with GAAP. When preparing these supplemental non-GAAP measures, management typically excludes certain GAAP items that management does not believe are indicative of our ongoing operating performance. Furthermore, management does not consider these GAAP items to be normal, recurring cash operating expenses; however, these items may not meet the GAAP definition of unusual or non-recurring items. Since non-GAAP financial measures do not have standardized definitions and meanings, they may differ from the non-GAAP financial measures used by other companies, which reduces their usefulness as comparative financial measures. Because of these limitations, you should consider these adjusted financial measures alongside other GAAP financial measures.

The following items are excluded from adjusted total operating expenses:

Shared-Based Compensation Expense: We exclude share-based compensation expense from our adjusted financial measures because share-based compensation expense, which is non-cash, fluctuates from period to period based on factors that are not within our control, such as our stock price on the dates share-based grants are issued. Share-based compensation expense has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy.

Restructuring, Impairment and Other Related Costs: We exclude from our adjusted financial measures costs associated with our execution of certain strategies and initiatives to streamline operations, achieve targeted cost reductions or reprioritize research and development activities. These costs may include employee severance, contract termination costs, facility closing and exit costs, asset impairment charges (which are non-cash) and other costs that we believe do not represent the performance of our business or have a direct correlation to our ongoing or future business operations.

The following items are excluded from adjusted net loss and adjusted net loss per share:

Shared-Based Compensation Expense: We exclude share-based compensation expense from our adjusted financial measures because share-based compensation expense, which is non-cash, fluctuates from period to period based on factors that are not within our control, such as our stock price on the dates share-based grants are issued. Share-based compensation expense has been, and will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy.

Certain Other Items: We exclude certain other significant items that we believe do not represent the performance of our business, from our adjusted financial measures. Such items are evaluated by management on an individual basis based on both quantitative and qualitative aspects of their nature. While not all-inclusive, examples of certain other significant items excluded from our adjusted financial measures would be: restructuring, impairment and other related costs, changes in the fair value of warrant obligations and the effective interest expense associated with the senior secured term loan facility and the effective interest expense and cumulative catch-up adjustments associated with the deferred royalty obligation under the royalty purchase agreement with HealthCare Royalty Partners.

See the attached Reconciliation of GAAP Measures to Non-GAAP Measures for explanations of the amounts excluded and included to arrive at the non-GAAP financial measures.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “would”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “future”, “continue”, or “appear” or the negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to certain risks and uncertainties that can cause actual results to differ materially from those described. Factors that may cause such differences include, but are not limited to: the success of the Company’s strategic restructuring plan; changes in estimated costs associated with the restructuring plan including the workforce reduction and planned closure of the UK facility; the expected cash runway into 2028 which assumes use of minimum liquidity amount required to be maintained under its loan agreement covenants; whether future LOTIS-7 clinical trial results will be consistent with or different from the LOTIS-7 data presented at EHA and ICML and future regulatory and compendia strategy and opportunity; the timing of the PFS events for LOTIS-5 and the results of the trial and full FDA approval for ZYNLONTA®; future safety and efficacy results of the Phase 2 IIT in MZL and any regulatory or compendia pathways; the Company’s ability to grow ZYNLONTA® revenue in the United States and potential peak revenue; the ability of our partners to commercialize ZYNLONTA® in foreign markets, the timing and amount of future revenue and payments to us from such partnerships and their ability to obtain regulatory approval for ZYNLONTA® in foreign jurisdictions; the timing and results of the Company’s or its partners’ research and development projects or clinical trials including LOTIS-5 and LOTIS-7, as well as early pre-clinical research for our exatecan-based ADC targeting PSMA; the timing and results of investigator-initiated trials including those studying FL and MZL and the potential regulatory and/or compendia strategy and the future opportunity; the timing and outcome of regulatory submissions for the Company’s products or product candidates; actions by the FDA or foreign regulatory authorities; projected revenue and expenses; the Company’s indebtedness, including Healthcare Royalty Management and Blue Owl and Oaktree facilities, and the restrictions imposed on the Company’s activities by such indebtedness, the ability to comply with the terms of the various agreements and repay such indebtedness and the significant cash required to service such indebtedness; the Company’s ability to obtain financial and other resources for its research, development, clinical, and commercial activities; and the uncertainties of international trade policies, including tariffs, sanctions and trade barriers and potential impact they may have on our business, financial condition, and results of operations. Additional information concerning these and other factors that may cause actual results to differ materially from those anticipated in the forward-looking statements is contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K and in the Company’s other periodic and current reports and filings with the U.S. Securities and Exchange Commission. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, achievements or prospects to be materially different from any future results, performance, achievements or prospects expressed in or implied by such forward-looking statements. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document.

 


ADC Therapeutics SA


Condensed Consolidated Statements of Operations (Unaudited)


(in thousands, except for share and per share data)


Three Months Ended June 30,


Six Months Ended June 30,


2025


2024


2025


2024


Revenue

  Product revenues, net

$            18,085

$            17,030

$         35,489

$         34,878

  License revenues and royalties

754

380

6,383

585


Total revenue, net


18,839


17,410


41,872


35,463

Operating expense

Cost of product sales

(836)

(1,217)

(2,897)

(3,727)

Research and development

(30,090)

(24,295)

(59,018)

(50,030)

Selling and marketing

(10,147)

(10,701)

(20,700)

(22,091)

General and administrative

(8,822)

(10,238)

(18,777)

(22,269)

Restructuring, impairment and other related costs

(13,091)

(13,091)

Total operating expense

(62,986)

(46,451)

(114,483)

(98,117)


Loss from operations


(44,147)


(29,041)


(72,611)


(62,654)

Other income (expense)

Interest income

1,934

3,253

3,988

6,201

Interest expense

(12,997)

(12,679)

(25,227)

(25,175)

Other, net

(182)

2,754

21

159

Total other expense, net

(11,245)

(6,672)

(21,218)

(18,815)


Loss before income taxes


(55,392)


(35,713)


(93,829)


(81,469)

Income tax expense

(1,254)

(234)

(1,419)

(397)


Loss before equity in net losses of joint venture


(56,646)


(35,947)


(95,248)


(81,866)

Equity in net losses of joint venture

(597)

(1,284)


Net loss


$          (56,646)


$          (36,544)


$        (95,248)


$       (83,150)


Net loss per share

Net loss per share, basic and diluted

$               (0.50)

$              (0.38)

$            (0.86)

$           (0.93)

Weighted average shares outstanding, basic and
diluted

113,743,358

95,691,245

110,490,935

89,121,783

 


ADC Therapeutics SA


Condensed Consolidated Balance Sheets (Unaudited)


(in thousands)


June 30, 2025


December 31,
2024


ASSETS


Current assets

Cash and cash equivalents

$               264,560

$               250,867

Accounts receivable, net

26,184

20,316

Inventory

17,763

18,387

Prepaid expenses

4,584

8,370

Other current assets

5,664

9,450


Total current assets


318,755


307,390


Non-current assets

Property and equipment, net

1

5,075

Operating lease right-of-use assets

1,488

8,354

Other long-term assets

1,317

1,161


Total assets


$               321,561


$               321,980


LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY


Current liabilities

Accounts payable

$                   9,616

$                 18,029

Accrued expenses and other current liabilities

54,984

62,440


Total current liabilities


64,600


80,469

Deferred royalty obligation, long-term

333,244

320,093

Senior secured term loans

114,473

113,632

Operating lease liabilities, long-term

1,258

7,995

Other long-term liabilities

7,170

2,433


Total liabilities


520,745


524,622


Total shareholders’ (deficit) equity


(199,184)


(202,642)


Total liabilities and shareholders’ (deficit) equity


$               321,561


$               321,980

 


ADC Therapeutics SA


Reconciliation of GAAP Measures to Non-GAAP Measures (Unaudited)


(in thousands, except for share and per share data)


Three Months Ended June 30,


Six Months Ended June 30,


(in thousands)


2025


2024


Change


%
Change


2025


2024


Change


%
Change


Total operating
expense


$   (62,986)


$   (46,451)


$  (16,535)


36 %


$  (114,483)


$  (98,117)


$  (16,366)


17 %


Adjustments:

Share-based
compensation
expense (i)

2,062

1,988

74

4 %

4,483

2,146

2,337

109 %

Restructuring
charges (v)

6,677

6,677

N/A

6,677

6,677

N/A

Impairment
charges (vi)

6,414



6,414

N/A

6,414



6,414

N/A


Adjusted total
operating
expenses


$   (47,833)


$   (44,463)


$ (3,370)


8 %


$  (96,909)


$  (95,971)


$        (938)


1 %

 


Three Months Ended June
30,


Six Months Ended June 30,


in thousands (except for share and per share data)


2025


2024


2025


2024


Net loss


$      (56,646)


$      (36,544)


$      (95,248)


$      (83,150)


Adjustments:

Share-based compensation expense (i)

2,062

1,988

4,483

2,146

Deerfield warrants obligation, change in fair value
(income)/expense (ii)

(2,230)

838

Effective interest expense on senior secured term
loan facility (iii)

4,274

4,413

8,059

8,816

Deferred royalty obligation interest expense (iv)

8,723

8,266

17,168

16,359

Deferred royalty obligation cumulative catch-up
adjustment income (iv)

(184)

(263)

(196)

(526)

Restructuring charges (v)

6,677

6,677

Impairment charges (vi)

6,414

6,414


Adjusted net loss


$      (28,680)


$      (24,370)


$      (52,643)


$      (55,517)

Net loss per share, basic and diluted

$          (0.50)

$          (0.38)

$          (0.86)

$          (0.93)

Adjustment to net loss per share, basic and diluted

0.25

0.13

0.38

0.31


Adjusted net loss per share, basic and diluted


$          (0.25)


$          (0.25)


$          (0.48)


$          (0.62)

Weighted average shares outstanding, basic and
diluted

113,743,358

95,691,245

110,490,935

89,121,783

 

(i)

Share-based compensation expense represents the cost of equity awards issued to our directors, management and employees. The fair value of awards is computed at the time the award is granted and is recognized over the requisite service period less actual forfeitures by a charge to the statement of operations and a corresponding increase in additional paid-in capital within equity. These accounting entries have no cash impact.

(ii)

Change in the fair value of the Deerfield warrant obligation results from the valuation at the end of each accounting period. There are several inputs to these valuations, but those most likely to result in significant changes to the valuations are changes in the value of the underlying instrument (i.e., changes in the price of our common shares) and changes in expected volatility in that price. These accounting entries have no cash impact.

(iii)

Effective interest expense on senior secured term loans relates to the increase in the value of our loans in accordance with the amortized cost method.

(iv)

Deferred royalty obligation interest expense relates to the accretion expense on our deferred royalty obligation pursuant to the royalty purchase agreement with HCR and cumulative catch-up adjustments related to changes in the expected payments to HCR based on a periodic assessment of our underlying revenue projections.

(v)

Restructuring charges consist primarily of employee severance, contract termination costs and other costs associated to the strategic reprioritization and restructuring plan approved by the Board of Directors on June 11, 2025 (“2025 Restructuring”).

(vi)

Impairment charges consist of write downs of long-lived and prepaid asset associated with the 2025 Restructuring. These accounting entries have no cash impact.

 

CONTACT:

Investors and Media

Nicole Riley

ADC Therapeutics
[email protected]
+1 862-926-9040

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SOURCE ADC Therapeutics SA

Quipt Home Medical Partners With Three Major Health Systems to Form Strategic Joint Venture

Transaction Adds $60 Million in Revenue, 29 Locations, Deep Health System Relationships, and Marks Entry Into Michigan Market

CINCINNATI, Aug. 12, 2025 (GLOBE NEWSWIRE) — Quipt Home Medical Corp. (“Quipt” or the “Company”) (NASDAQ: QIPT; TSX: QIPT), a U.S. based home medical equipment provider, focused on end-to-end respiratory care, today announced it has signed a definitive agreement with three major health systems and hospitals to form a joint venture. Pursuant to the definitive agreement, Quipt will acquire a 60% ownership interest in Hart Medical Equipment (“Hart”), with the remaining 40% interest collectively held by major health systems, Henry Ford Health, McLaren Health Care, Blanchard Valley Health System, Wood County Hospital and The Bellevue Hospital. This strategic transaction is expected to enhance Quipt’s presence in the Midwest, add deep healthcare system partnerships, and provide the Company with immediate entry into Michigan, a large and strategically important market, and new territories in Ohio.


Transaction Highlights

:

  • Hart, headquartered in Michigan, is a leading nationally accredited durable medical equipment supplier with over 20 years of experience. It generated approximately $60 million in revenue and $7 million in Adjusted EBITDA for the twelve months ended June 2025. With 29 branch locations across Michigan and Ohio, this transaction formally establishes Quipt’s presence in Michigan and northern Ohio and strengthens its existing Midwest footprint.
  • For reporting purposes, Quipt expects to consolidate the financial results of Hart and hence upon completion of the transaction, Quipt’s expected annualized run-rate revenue will be approximately $300 million. As the primary beneficiary of the joint venture it is expected that the 40% non-controlling equity interest will be reported as a separate component on the Company’s Consolidated Statements of Financial Position.
  • Hart maintains longstanding strategic relationships with leading integrated health systems, including Henry Ford Health, McLaren Health Care and Blanchard Valley Health as well as freestanding community based hospitals, embedding the business into the hospital discharge processes of more than 19 hospitals and affiliated care facilities across its network. These relationships provide direct access to a large, consistent patient base, with Hart serving over 67,000 patients monthly.
  • The joint venture is expected to strengthen Quipt’s strategy of expanding relationships with healthcare systems and building scalable integration models that embed Quipt into discharge planning and care coordination. The joint venture positions Quipt in the evolving healthcare reimbursement environment, working alongside health systems heavily invested in value-based care.
  • Management expects Adjusted EBITDA margin to align with historical corporate averages within three quarters post-closing. Synergies are anticipated through operational efficiencies and cross-market integration.
  • Quipt’s expected total consideration for its 60% ownership interest is in the range of $17-18 million.
  • The transaction is expected to close by the end of Fiscal Q4, 2025, subject to customary closing conditions, including approval by the lender to Quipt’s existing credit facility.


Statement from Barton P. Buxton, Ed.D., Board Chair, Hart Medical

“The Hart Medical board was very focused on finding the right strategic partner to align with our mission of not only caring for patients at home following their discharge but also supporting their ongoing transitional care needs. As healthcare systems continue to explore innovative ways to manage critically ill populations in a payer environment that increasingly drives us toward managing risk, we carefully evaluated our options. Of all the potential partners, Quipt Home Medical demonstrated the strongest platform and shared commitment to continue and expand the important work Hart Medical has begun.

We are excited about the opportunities this partnership creates—not only to elevate our transitional care services to the next level, but to set a new standard of care for health systems and DME collaborations. Hart Medical has always striven to meet and exceed the expectations of our health system partners, and we are confident that our alliance with Quipt Home Medical will strengthen our ability to deliver exceptional patient outcomes and innovative solutions.”


Management Commentary

:

“Hart’s impressive footprint across Michigan and Ohio and its relationship with world-class health systems like Henry Ford Health, McLaren Health, and Blanchard Valley, bring a new level of depth and reach to our platform,” said Greg Crawford, CEO and Chairman of Quipt. “This transaction expands our service network to more than 19 hospitals and affiliated care facilities, dramatically increasing our ability to serve patients at critical points of care transition. Importantly, the joint venture structure allows us to collaborate closely with Hart’s leadership team while maintaining operational alignment across the broader Quipt platform. This move is consistent with our strategy to expand our business with strategic relationships with leading health systems, work with hospitals in providing post discharge durable medical equipment products and services and create a scalable template for future growth nationwide. Hart’s reputation for clinical excellence and strong health system alignment fits perfectly with our mission and platform.”

Chief Financial Officer, Hardik Mehta, added, “This joint venture marks a significant step forward in expanding our platform in a disciplined and strategic manner. We anticipate funding this transaction using cash on hand and our existing credit facility. As we integrate operations, we see clear opportunities to align operating systems and share best practices that will enhance operational efficiency, support sustainable growth and optimize financial performance. This is exactly the type of health system-aligned expansion we have been targeting, and we are confident that the Hart joint venture will serve as a repeatable model for future joint ventures, as we continue to build a diversified, national platform capable of delivering strong patient outcomes and long-term shareholder value.”

ABOUT QUIPT HOME MEDICAL

The Company provides in-home monitoring and disease management services including end-to-end respiratory solutions for patients in the United States healthcare market. It seeks to continue to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease, sleep disorders, reduced mobility, and other chronic health conditions. The primary business objective of the Company is to create shareholder value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The Company’s organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient’s services, and making life easier for the patient.

Reader Advisories

Readers are cautioned that the financial information regarding the Hart disclosed herein is unaudited and derived as a result of the Company’s due diligence, including a review of Hart’s bank statements and tax returns.

Closing of the joint venture
contemplated by the Definitive Agreement is subject to a customary financing condition in favor of Quipt, and
there can be no assurance that the transaction w
ill close
.

Unless otherwise specified, all dollar amounts in this press release are expressed in U.S. ‎dollars.‎

Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 or “forward-looking information” as such term is ‎‎‎‎‎‎defined in applicable Canadian securities legislation (collectively, “forward-looking statements”). The words “may”, “would”, “could”, “should”, “potential”, ‎‎‎‎‎‎‎”will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, “outlook”, or the negatives thereof or variations of such words, and similar expressions ‎‎‎‎‎as ‎they relate to the Company are intended to ‎identify forward-looking statements, including: timing of and closing of the transaction; management’s expectations for Quipt’s post-closing annualized run rate; management’s expectations for post-closing Adjusted EBITDA for the joint venture and the timing of such results; the Company anticipating strong margin performance throughout the year and a return to historical organic growth levels in calendar 2025; the Company’s expectations regarding the impact of the acquisition of the joint venture; opportunities to increase long-term shareholder value. All statements ‎other ‎than ‎statements of ‎‎historical fact, including those that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-‎looking statements and may involve estimates, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Such statements reflect the ‎Company’s ‎current ‎views and ‎‎intentions with respect to future ‎events, and current information available to the ‎Company, and ‎are ‎subject to ‎‎certain risks, uncertainties and ‎assumptions, including, without limitation: the ‎Company successfully identifying, ‎‎‎negotiating and ‎completing additional acquisitions; operating and other financial metrics maintaining their ‎‎current trajectories, the Company not being impacted by any further external and unique events like the Medicare ‎‎75/25 rate cut and the Change Healthcare cybersecurity incident for the remainder of 2025; and the ‎Company not being subject to a material change to it cost structure. Many ‎factors could cause the actual ‎results, ‎‎performance or achievements that may be ‎expressed ‎or implied by such ‎forward-looking statements to ‎vary from ‎‎those described herein should one or more ‎of these ‎risks or ‎uncertainties materialize. Examples of such ‎risk ‎factors ‎include, without limitation: risks related ‎to credit, market ‎‎‎(including equity, commodity, foreign exchange ‎and interest ‎rate), ‎liquidity, operational ‎‎(including technology ‎and ‎infrastructure), reputational, insurance, ‎strategic, ‎regulatory, legal, ‎environmental, and ‎capital adequacy; the ‎‎general business and economic conditions in ‎the regions ‎in which the ‎Company operates; ‎the ability of the ‎‎Company to execute on key priorities, including the ‎successful ‎completion of ‎acquisitions, ‎business retention, and ‎‎strategic plans and to attract, develop and retain ‎key ‎executives; difficulty ‎integrating ‎newly acquired businesses; ‎‎the ability to implement business strategies and ‎‎pursue business opportunities; low ‎profit ‎market segments; ‎‎disruptions in or attacks (including cyber-attacks) on ‎‎the Company’s information ‎technology, ‎internet, network ‎‎access or other voice or data communications systems or ‎‎services; the evolution of ‎various types ‎of fraud or other ‎‎criminal behavior to which the Company is exposed; the ‎‎failure of third parties to ‎comply with ‎their obligations to ‎‎the Company or its affiliates; the impact of new and ‎‎changes to, or application of, ‎current ‎laws and regulations; ‎‎decline of reimbursement rates; dependence on few ‎‎payors; possible new drug ‎discoveries; a ‎novel business ‎model; ‎dependence on key suppliers; granting of permits ‎‎and licenses in a highly ‎regulated ‎business; legal proceedings and litigation, including as it relates to the civil ‎‎investigative demand (“CID”) ‎received from the Department of Justice; ‎increased competition; ‎changes in ‎foreign currency rates;
the imposition of trade restrictions such as tariffs and retaliatory counter measures; increased ‎‎funding costs and market volatility due to ‎market illiquidity and ‎competition for ‎funding; the ‎availability of funds ‎‎and resources to pursue operations; ‎critical accounting ‎estimates and changes ‎to accounting ‎standards, policies, ‎‎and methods used by the Company; the Company’s status as an emerging growth company and a smaller reporting company; the occurrence of ‎natural and unnatural ‎catastrophic ‎events or health epidemics or concerns; as well as those risk factors ‎discussed or ‎‎referred to ‎in the Company’s disclosure ‎documents filed with ‎United States Securities and Exchange ‎Commission ‎ and ‎available at www.sec.gov, including the Company’s most recent Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-Q, and with ‎the securities ‎regulatory authorities in certain provinces of ‎Canada and ‎‎‎available at www.sedarplus.com. Should any ‎factor affect ‎the Company in an unexpected manner, or ‎should ‎‎‎assumptions underlying the forward-looking ‎statement prove ‎incorrect, the actual results or events may ‎differ ‎‎‎materially from the results or events predicted. ‎Any such forward-‎looking statements are expressly qualified ‎in their ‎‎‎entirety by this cautionary statement. Moreover, ‎the Company ‎does not assume responsibility for the ‎accuracy or ‎‎‎completeness of such forward-looking ‎statements. The ‎forward-looking statements included in this ‎press release are made as of the date of this press ‎release and the ‎Company undertakes no obligation to publicly ‎update or revise ‎‎‎any forward-looking statements, ‎other than as ‎required by applicable law‎.‎

Non-GAAP Financial Measures

This press release refers to “Adjusted EBITDA which is a non-GAAP financial measures that does not have standardized meaning prescribed by generally accepted accounting principles in the United States (“GAAP”). The ‎Company’s presentation of this financial measure may not be comparable to similarly titled measures used by ‎other companies. This financial measure is intended to provide additional information to investors concerning ‎the Company’s performance.‎

Adjusted EBITDA is calculated as net loss, and adding back depreciation and amortization, right-of-use operating lease amortization and interest, interest expense, net, provision for income taxes, certain professional fees, including those related to the CID, the loss of private issuer status, and proxy contests and other actions of activist shareholders, stock-based compensation, acquisition-related costs, change in fair value of derivative liability – interest rate swaps, loss (gain) on foreign currency transactions, and share of loss in equity method investment.

For further information please visit our website at www.quipthomemedical.com, or contact:

Cole Stevens
VP of Corporate Development
Quipt Home Medical Corp.
859-300-6455
[email protected]

Gregory Crawford
Chief Executive Officer
Quipt Home Medical Corp.
859-300-6455
[email protected]



Bowman Wins Construction Engineering Role for One of the Midwest’s Largest Water Projects

$250M DuPage WaterLink Pipeline Project adds to portfolio of major infrastructure projects

RESTON, Va., Aug. 12, 2025 (GLOBE NEWSWIRE) — Bowman Consulting Group Ltd. (NASDAQ: BWMN), a national engineering services and program management firm, has entered a $4.5 million master service agreement with the DuPage Water Commission (DWC) for construction engineering services for Section 2 of the WaterLink Pipeline Project, one of the largest water infrastructure initiatives in the Midwest. The WaterLink Pipeline is a $250 million project designed to expand potable water services in growing suburban communities in Illinois.

This win adds to Bowman’s growing portfolio of construction engineering assignments over some of the region’s largest and most complex infrastructure improvement projects, including the Mile Long Bridge, I-80, I-55 and I-90. Under the new DWC contract, Bowman will provide construction engineering for approximately six miles of new 54-inch diameter water transmission main—part of a larger 30-mile pipeline extension. The installation involves complex construction adjacent to high-tension overhead electrical lines and will require crossing highways, rail lines, utility corridors and streams using a variety of specialized construction methods.

“This project meaningfully expands our role in large-scale municipal infrastructure, adds multi-year revenue visibility and helps drive margin-accretive growth,” said Gary Bowman, founder and CEO of Bowman. “It also reflects the success of our long-term strategy to grow in high-value sectors with recurring revenue assignments that improve staff utilization and generate durable cash flow.”

WaterLink is a regional infrastructure initiative by the DWC to bring Lake Michigan drinking water to the Kendall County communities of Montgomery, Oswego and Yorkville. The project involves extending service from a connection point in Naperville to the newly established WaterLink region. Construction is scheduled to begin in 2025 and continue through 2028.

About Bowman Consulting Group Ltd.

Headquartered in Reston, Virginia, Bowman is a national engineering services firm delivering infrastructure, technology and project management solutions to customers who own, develop and maintain the built environment. With over 2,400 employees in more than 100 locations throughout the United States, Bowman provides extensive planning, engineering, geospatial, construction management, commissioning, environmental consulting, land procurement and other technical services to customers operating in a diverse set of regulated end markets. Bowman trades on the Nasdaq under the symbol BWMN. For more information, visit bowman.com or investors.bowman.com.

General Media Contact:

Christina Nichols
[email protected]

Investor Relations Contact:

Betsy Patterson
[email protected]



Hubbell to Acquire DMC Power

Shelton, CT, Aug. 12, 2025 (GLOBE NEWSWIRE) —

Hubbell to Acquire DMC Power

  • Provider of connectors and tooling for utility substation and transmission markets
  • Complementary technology enhances Hubbell’s Utility Solutions portfolio
  • Attractive growth and margin profile aligned to megatrends in load growth, datacenter interconnection and aging infrastructure
  • $825 million transaction to be financed with cash and debt; anticipate adjusted EPS accretion in 2026

Hubbell Incorporated (NYSE: HUBB) today announced it has entered into a definitive agreement to acquire DMC Power, LLC, a portfolio company of Golden Gate Capital and a provider of connectors and tooling for utility substation and transmission markets, for $825 million in cash, subject to customary adjustments.

“We are excited to add another high growth, high margin business to Hubbell’s Utility Solutions portfolio,” said Gerben Bakker, Chairman, President and CEO. “As load growth, datacenter buildouts and aging infrastructure drive highly visible utility substation and transmission investment over the next several years, the acquisition of DMC Power expands Hubbell’s strong presence in these attractive markets.”

Greg Gumbs, President of Hubbell Utility Solutions, added, “DMC Power’s swage connection system offers a strong complement to our existing substation and transmission connector solutions. This acquisition will deepen and broaden Hubbell’s technology offering with our core customers, enabling fast, reliable buildout of substation infrastructure and datacenter interconnections while further accelerating our near and long-term growth profile.”

Javier Puig, a Managing Director at Golden Gate Capital, said, “We are thrilled with this outcome and the significant progress that DMC made as an electrical connectivity provider since our investment in 2023. During Golden Gate Capital’s ownership period, DMC experienced rapid organic growth, reflecting the company’s investments in expanded facilities and new machines, the development of innovative new products, and expansion into new market segments. We are proud to have supported Tony and the DMC team, and wish the company well in its next chapter with Hubbell.”

Tony Ward, Chief Executive Officer at DMC Power, said, “I want to extend my thanks to our dedicated employees and customers whose commitment has driven DMC’s success. As the pioneers behind swage technology for utilities, we are proud to have developed a world-class solution that is transforming the industry. By joining forces with Hubbell, we are confident that swage will accelerate its industry adoption and that our customers will continue to receive the high-quality service and solutions they have come to expect from DMC.”

DMC Power is a designer and manufacturer of connector technology systems for high voltage power infrastructure with over 350 employees and two manufacturing facilities in Carson, CA and Olive Branch, MS, along with multiple distribution facilities located across North America. DMC Power anticipates 2026 revenue of approximately $130 million and EBITDA of approximately $60 million. 

The transaction is anticipated to close by the end of 2025, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Hubbell plans to finance the transaction with a combination of cash on hand and debt. The company expects the acquisition to be accretive to adjusted EPS in 2026.


Advisors

Stephens Inc. is serving as financial advisor to Hubbell, and Holland & Knight LLP is serving as legal advisor. Harris Williams and Lincoln International are serving as financial advisor to Golden Gate Capital, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor.


About Hubbell

Hubbell Incorporated is a leading manufacturer of utility and electrical solutions enabling customers to operate critical infrastructure safely, reliably and efficiently. With 2024 revenues of $5.6 billion, Hubbell solutions electrify economies and energize communities. The corporate headquarters is located in Shelton, CT.


About DMC Power

DMC Power designs and manufactures the highest quality connection systems for transmission, distribution, substation, and industrial projects. The company’s Swage system, comprised of custom designed Power Connectors and a patented 360° Radial Swage Tool, has helped utilities around the world finish their projects with just the push of a button.


About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity firm focused on partnering with management teams to build exceptional consumer, industrials, technology, and financial services companies. Since its founding in 2000, the firm has managed approximately $20 billion in cumulative committed capital. For more information, visit http://www.goldengatecap.com.

Contacts:        

For Hubbell:

Dan Innamorato
Hubbell Incorporated
40 Waterview Drive
P.O. Box 1000
Shelton, CT 06484
(475) 882-4000

For Golden Gate Capital:

FGS Global

[email protected]


Forward-Looking Statements
  

Certain statements contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements generally relate to Hubbell’s expectations and beliefs regarding its financial results, condition and outlook, projections of future performance, anticipated growth and end markets, changes in operating results, market conditions and economic conditions, expected capital resources, liquidity, financial performance, pension funding, results of operations, plans, strategies, opportunities, developments and productivity initiatives, competitive positioning, and trends in particular markets or industries. In addition, all statements regarding the consummation of the proposed transaction with DMC Power (the “proposed transaction”) and the anticipated benefits to Hubbell thereof, including the timing for the proposed transaction to close and become accretive, DMC Power’s 2026 anticipated revenue and EBITDA, industry adoption of swage, as well as other statements that are not strictly historic in nature, are forward-looking statements. Forward-looking statements may be identified by the use of forward-looking words or phrases such as “believe”, “expect”, “anticipate”, “intend”, “depend”, “plan”, “estimated”, “predict”, “target”, “should”, “could”, “may”, “subject to”, “continues”, “growing”, “prospective”, “forecast”, “projected”, “purport”, “might”, “if”, “contemplate”, “potential”, “pending”, “target”, “goals”, “scheduled”, “will”, “will likely be”, and similar words and phrases. Such forward-looking statements are based on our current expectations and involve numerous assumptions, known and unknown risks, uncertainties and other factors which may cause actual and future performance or Hubbell’s achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the right of Hubbell or DMC Power to terminate the definitive transaction agreement governing the terms and conditions of the proposed transaction; the outcome of any legal proceedings that may be instituted against Hubbell or DMC Power; the possibility that revenue or expense synergies or the other expected benefits of the proposed transaction may not fully materialize or may take longer to realize than expected, or may be more costly to achieve than anticipated, including as a result of the impact of, or problems arising from, the integration of the two companies; the possibility that the proposed transaction may not be completed when expected or at all because required regulatory or other approvals or other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect Hubbell or DMC Power or the expected benefits of the proposed transaction); the risk that Hubbell is unable to successfully and promptly implement its integration strategies; reputational risks and potential adverse reactions from or changes to the relationships with customers, employees or other business partners, including resulting from the announcement or the completion of the proposed transaction; diversion of management’s attention and time from ongoing business operations and other opportunities on matters relating to the proposed transaction; the impact of trade tariffs, import quotas or other trade actions, restrictions or measures taken by the United States, China, Mexico, the United Kingdom, member states of the European Union, and other countries, including the recent and ongoing potential changes in U.S. trade policies, that may be made by the current or a future presidential administration and changes in trade policies in other countries made in response to changes in the U.S. trade policies; business conditions, geopolitical conditions (including the wars in Ukraine and the Middle East, as well as trade tensions with China) and changes in general economic conditions in particular industries, markets or geographic regions, and ongoing softness in the telecommunication markets and residential market of Electrical Solutions, as well as the potential for a significant economic slowdown, macro-economic effects of the U.S. government federal deficit, continued inflation, stagflation or recession, higher interest rates, and higher energy costs; our ability to offset increases in material and non-material costs through price recovery and volume growth; effects of unfavorable foreign currency exchange rates and the potential use of hedging instruments to hedge the exposure to fluctuating rates of foreign currency exchange on inventory purchases; the outcome of contingencies or costs compared to amounts provided for such contingencies, including those with respect to pension withdrawal liabilities; achieving sales levels to meet revenue expectations; unexpected costs or charges, certain of which may be outside Hubbell’s control; failure to achieve projected levels of efficiencies, cost savings and cost reduction measures, including those expected as a result of our lean initiatives and strategic sourcing plans, regulatory issues, changes in tax laws and policies, including changes in current U.S. income tax rates, multijurisdictional implementation of the Organisation for Economic Co-operation and Development’s comprehensive base erosion and profit shifting plan, or changes in geographic profit mix affecting tax rates and availability of tax incentives; the impact of and ability to fully manage and integrate acquired businesses, including the prior acquisitions of Northern Star Holdings, Inc. (the Systems Control business), Alliance USAcqCo 2, Inc. (the Ventev business) and Nicor, Inc.; the impact of certain divestitures, including the benefits and costs of the sale of the residential lighting business; the ability to effectively develop and introduce new products, expand into new markets and deploy capital; and other factors described in our Securities and Exchange Commission filings, including in the “Business”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Forward-Looking Statements” and “Quantitative and Qualitative Disclosures about Market Risk” sections in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our Quarterly Reports on Form 10-Q.

All forward-looking statements attributable to Hubbell or DMC Power are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and Hubbell does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If Hubbell updates one or more forward-looking statements, no inference should be drawn that Hubbell will make additional updates with respect to those or other forward-looking statements.


Non-GAAP Disclosure

We believe non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses non-GAAP measures to compare our performance to that of prior periods for trend analyses and for budgeting, forecasting and planning purposes, among others.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our consolidated financial statements. In addition, they reflect the exercise of management’s judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures.

EBITDA and adjusted EPS are non-GAAP measures. EBITDA represents net income (loss) before interest expense, provision for income taxes, depreciation and amortization. Adjusted EPS represents GAAP diluted EPS adjusted for the impact of certain items directly related to acquisitions and other non-recurring items, including amortization and transaction and integration costs. Reconciliations of the differences between these non-GAAP measures and the corresponding GAAP measures are not available without unreasonable effort due to potentially high variability, complexity and low visibility as to the items that would be excluded from the applicable GAAP measure in the relevant future period, such as unusual gains and losses, fluctuations in foreign currency exchange rates, the impact and timing of potential acquisitions and divestitures, certain financing costs, and other structural changes or their probable significance. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations or future prospects of Hubbell.