Financial Performance - Total revenue for Q4 fiscal 2026 was $127.1 million, representing a 16% year-over-year increase[7] - Fiscal year 2026 total revenue reached $480.6 million, a 14% increase year-over-year[7] - Adjusted EBITDA for Q4 was $29.4 million, compared to $16.4 million in the same period last year[7] - Net income for the three months ended January 31, 2026, was $1,295,000, compared to a net loss of $6,390,000 in the same period of 2025[31] - The company achieved a net income of $2.3 million for fiscal 2026, compared to a net loss of $58.5 million in fiscal 2025[7] - Adjusted EBITDA for the three months ended January 31, 2026, was $29,419 thousand, compared to $16,373 thousand for the same period in 2025, reflecting a year-over-year increase of 80.0%[42] - Free cash flow for the fiscal year ended January 31, 2026, was $54,417,000, significantly up from $8,292,000 in 2025, indicating a substantial improvement in cash generation[46] Client Metrics - Average number of healthcare services clients (AHSCs) was 4,658 in Q4, up 7% year-over-year[7] - Average number of healthcare services clients (AHSCs) increased to 4,658 in the three months ended January 31, 2026, from 4,341 in the same period of 2025, reflecting a growth of 7.3%[50] - Total revenue per AHSC rose to $27,279 in the three months ended January 31, 2026, compared to $25,266 in the same period of 2025, marking an increase of 8.0%[50] Revenue Breakdown - Subscription and related services revenue rose to $55,924,000, a 7.3% increase from $51,793,000 year-over-year[29] - Payment solutions revenue grew significantly to $35,720,000, up 44.7% from $24,676,000 in the prior year[29] - Patient payment volume for the fiscal year ended January 31, 2026, reached $4,873 million, up from $4,420 million in 2025, representing an increase of 10.2%[52] - Payment facilitator volume percentage improved to 84% for the three months ended January 31, 2026, compared to 82% in the same period of 2025, indicating a positive trend in payment processing operations[52] Expenses and Losses - Total expenses for the three months ended January 31, 2026, were $132,624,000, an increase of 13.0% compared to $117,293,000 in the same period of 2025[29] - The operating loss for the three months ended January 31, 2026, was $5,557,000, an improvement from a loss of $7,612,000 in the same period of 2025[29] - GAAP operating expenses for the three months ended January 31, 2026, totaled $101,538,000, an increase from $93,411,000 in the same period of 2025, reflecting a rise of 8.5%[48] - General and administrative expenses for the three months ended January 31, 2026, increased to $26,965,000 from $18,415,000 in the same period of 2025, a significant rise of 46.4%[48] - Research and development expenses for the fiscal year ended January 31, 2026, were $121,481,000, compared to $117,364,000 in 2025, showing a growth of 3.6%[48] Cash Flow and Investments - Cash, cash equivalents, and restricted cash as of January 31, 2026, was $73.8 million, down from $84.2 million a year earlier[7] - Net cash provided by operating activities for the three months ended January 31, 2026, was $33,662 thousand, up from $16,256 thousand in the prior year, representing a growth of 107.0%[33] - The company reported a net cash used in investing activities of $(142,619) thousand for the three months ended January 31, 2026, compared to $(7,058) thousand in the same period of 2025[33] - The company incurred stock-based compensation expense of $18,038 thousand for the three months ended January 31, 2026, slightly up from $17,162 thousand in the same period of 2025[42] - The company’s deferred revenue increased to $11,343 thousand for the three months ended January 31, 2026, compared to $10,490 thousand in the same period of 2025, reflecting a growth of 8.2%[33] Acquisition and Market Expansion - The AccessOne acquisition was completed for approximately $164 million, expanding the addressable market for healthcare payments[8] - The company completed the AccessOne Acquisition on November 12, 2025, expanding its payment solutions offerings[29] - The company expects approximately $37 million contribution from AccessOne in fiscal 2027[14] - Fiscal 2027 revenue outlook is lowered to a range of $510 million to $520 million, down from a previous range of $545 million to $559 million[14] - Adjusted EBITDA outlook for fiscal 2027 is maintained at a range of $125 million to $135 million[15]

Financial Performance - For the year ended December 31, 2025, total revenues reached $11,374,996, while gross profit was $5,121,541[35]. - The net loss for the year ended December 31, 2025, was $5,814,867, compared to a net loss of $273,413 for the year ended December 31, 2024[35]. - For the fiscal year ended December 31, 2023, the company's total revenues were $19,433,945, a decrease from $15,864,773 in 2024 and $11,374,996 in 2025[45]. - The net loss for the year ended December 31, 2023, was $(11,307,239), compared to $(273,413) in 2024 and $(5,814,867) in 2025, indicating a significant increase in losses[45]. - The company reported a gross profit of $8,512,192 for the year ended December 31, 2023, after costs of revenue amounting to $(10,921,753)[36]. - In 2025, the company's revenues were $11,374,996, a decrease from $15,864,773 in 2024 and $19,433,945 in 2023, indicating a downward trend in financial performance[60]. - The company reported net losses of $(5,814,867) in 2025, $(273,413) in 2024, and $(11,307,239) in 2023, highlighting ongoing financial challenges[60]. Cash Transfers and Dividends - Zhongchao Cayman made cash transfers of $3.4 million, $4.4 million, and $0.1 million to Zhongchao USA for the years ended December 31, 2025, 2024, and 2023 respectively[25]. - No dividends or distributions were made to Zhongchao Cayman or U.S. investors for the years ended December 31, 2025, 2024, and 2023[25]. - The company intends to reinvest future earnings to finance the expansion of the PRC operating entities and does not anticipate paying cash dividends in the foreseeable future[26]. - The PRC government imposes a 10% withholding tax on dividends payable to non-PRC-resident enterprises, which may be reduced to 5% under certain conditions[154]. - The company has not applied for a tax resident certificate from the Hong Kong tax authority, which may affect its ability to enjoy a preferential withholding tax rate of 5%[32]. Regulatory Environment - PRC regulations require that dividends from indirect PRC subsidiaries can only be paid out of accumulated profits, and at least 10% of after-tax profits must be set aside for statutory reserves[28]. - The PRC government imposes controls on the conversion of RMB into foreign currencies, which may hinder the ability to remit dividends[29]. - The company is currently not required to obtain additional permissions from PRC authorities for its operations, but future regulatory changes could impose new requirements[24]. - The Trial Administrative Measures effective March 31, 2023, require domestic companies seeking to list overseas to fulfill filing procedures with the CSRC, which may impact future offerings[22]. - The PRC operating entities must comply with the Interim Administrative Measures on Overseas Securities Offering and Listing, which require filing procedures with the CSRC within three business days after each offering[147]. Operational Challenges - The company may face challenges in obtaining necessary government approvals for capital contributions or foreign loans to its PRC subsidiaries, which could adversely affect liquidity[32]. - The company faces intense competition in the healthcare information, education, and training services market, which is expected to persist and intensify[50]. - The company relies on a small number of major customers for a significant portion of its revenues, posing a risk to its financial stability[42]. - The company is actively seeking to recruit and retain IT talents and management personnel to support its growth and operational needs[47]. - The company intends to continue expanding its operations to pursue existing and potential market opportunities, despite facing significant management and operational challenges[48]. Risks and Liabilities - The VIE structure poses unique risks, including potential changes in PRC laws that could affect the company's operations and share value[21]. - The company may face significant legal liabilities if it fails to comply with evolving PRC data protection laws[188]. - The PRC operating entities may face costly intellectual property infringement claims, which could divert management's attention and require substantial damages or changes to their technology[77]. - The company currently lacks business interruption insurance, which could expose it to significant losses from unexpected events affecting its data facilities[70]. - The company may be subject to negative publicity and legal exposure due to security breaches or unauthorized access to data, which could harm its reputation and business[207]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could lead to inaccurate financial results or fraud[90]. - To address these weaknesses, the company has hired an experienced consultant and is providing ongoing training in U.S. GAAP to its personnel[92]. - The effectiveness of internal controls may vary over time due to inherent limitations, including human error and changes in conditions[93]. - The company is currently facing material weaknesses in internal controls over financial reporting, which could lead to inaccurate financial results and loss of investor confidence[94]. User Base and Market Position - The company has over 194,700 registered users and a database of approximately 111,070 healthcare experts, indicating a strong user base[44]. - In 2023, 52.5% of the company's revenues were derived from services and products provided to pharmaceutical enterprises, which decreased to 35.2% in 2024 and further to 32.5% in 2025, indicating a significant reliance on this sector[49]. - The company has expanded operations significantly, resulting in increased headcount and fixed overhead costs, which may impact profitability if resource utilization levels are not maintained[66]. Cybersecurity and Data Protection - The company has implemented security measures to protect customer and company data, but acknowledges potential vulnerabilities to cyber threats[205]. - The company may face uncertainties regarding compliance with evolving PRC cybersecurity laws and regulations, which could result in fines or operational disruptions[204]. - The latest Cybersecurity Review Measures require online platform operators with more than one million users' individual information to undergo a cybersecurity review before listing abroad[198]. - The PRC Data Security Law imposes obligations on entities regarding data security and privacy, with a national security review procedure for data activities that may affect national security[203]. Corporate Governance - The dual class structure of ordinary shares concentrates voting control with the CEO, limiting shareholder influence over corporate matters[114]. - The Company is classified as a "controlled company" under NASDAQ rules, which may exempt it from certain corporate governance requirements, potentially affecting shareholder protections[121]. - The CEO, Mr. Weiguang Yang, controls a majority of the voting power with 68,750 Class A and 624,972 Class B ordinary shares, allowing him to influence key decisions including mergers and director elections[120].

Store Operations - Famous Footwear segment operated 821 stores at the end of 2025, with a plan to open approximately 15 new locations and close about 25 in 2026[16] - The Brand Portfolio segment includes 81 stores in the U.S., four in Canada, and 103 in East and Southeast Asia at the end of 2025[16] - The number of owned Brand Portfolio retail stores increased to 188 by the end of 2025, up from 114 in 2024[44] - The company expects to open approximately two new Allen Edmonds stores and close approximately five stores in 2026[44] - The company operated 188 retail stores at the end of 2025, with plans to open new stores in 2026, including two new Allen Edmonds stores[44] Sales Composition - Net sales composition for 2025: women's footwear 61%, men's footwear 21%, children's footwear 12%, clothing and accessories 6%[17] - Approximately 5% of Famous Footwear segment's net sales come from company-owned and licensed products sold by the Brand Portfolio segment[19] - Products sold under license agreements accounted for approximately 14% of the sales of the Brand Portfolio segment in 2025 and 2024, and 13% in 2023[42] - The Brand Portfolio segment sold approximately 32 million pairs of shoes on a wholesale basis during 2025[42] Marketing and Advertising - In 2025, Famous Footwear spent approximately $58.2 million on advertising and marketing efforts[25] - The company spent approximately $93 million in advertising and marketing support for the Brand Portfolio segment in 2025[46] - Marketing expenditures for the Brand Portfolio segment in 2025 were approximately $93 million, focusing on digital marketing and consumer insights[46] E-commerce and Technology - Famous Footwear's e-commerce platform allows for orders to be ready for pickup within an hour, with retail stores fulfilling about two-thirds of e-commerce orders[20] - Famous Footwear's e-commerce channels include famousfootwear.com and famousfootwear.ca, which fulfill about two-thirds of all e-commerce orders not picked up in-store[20] - The company operates 15 branded e-commerce websites, offering a product selection similar to that sold to wholesale customers[44] Product Pricing and Range - The average retail price points for Sam Edelman products range from $100 to $300, while Allen Edmonds products range from $300 to $595[28][31] - The average retail price points for Famous Footwear range from $20 for shoes to $350 for boots[19] - The Brand Portfolio segment includes brands like Vionic, Naturalizer, and Dr. Scholl's Shoes, with price points ranging from $50 to $995[29][30][32] Sourcing and Supply Chain - In 2025, the sourcing operations sourced approximately $451.0 million of shoes, with Vietnam accounting for $284.7 million[50] - The backlog of unfilled wholesale orders was approximately $332.2 million as of January 31, 2026, compared to $260.2 million as of February 1, 2025[51] Employee and Workplace Initiatives - The company has approximately 10,000 employees, with 5,000 full-time and 5,000 part-time as of January 31, 2026[53] - The company emphasizes a comprehensive benefits package for employees, including competitive salaries, health insurance, retirement plans, and education assistance[54] - Health and safety training is mandatory for newly hired associates, ensuring a focus on workplace safety and well-being[55] Sustainability and Corporate Responsibility - The company aims to use environmentally preferred materials in its products and packaging as part of its responsible business initiatives[57] - The company is committed to responsible business initiatives, aiming to eliminate waste in manufacturing and extend product life through donation and reuse programs[56] - The company is striving to use environmentally preferred materials and ensure compliance with global labor standards in its supply chain[57] - The company plans to publish its next responsible business report in spring 2026, reflecting ongoing commitments to sustainability[57] Market Dynamics - The retail market is highly fragmented, with competition from various brick-and-mortar and e-commerce businesses, necessitating improvements in shipping costs and speeds[58] - The wholesale footwear business has low barriers to entry, intensifying competition among suppliers[59] - The company's business is seasonal, with higher sales during back-to-school and holiday seasons, although earnings distribution has become more balanced across quarters in recent years[60] Profitability Expectations - The company anticipates new stores will reach normal profitability within approximately four years[23] - The company anticipates that new stores typically reach a normal level of profitability within approximately four years[23]

Corporate Structure and Operations - Quhuo Limited operates primarily through its VIE and subsidiaries, with no substantive operations of its own[33]. - The VIE structure allows for foreign investment in China-based companies, but it carries unique risks, including potential regulatory changes by the PRC government[38]. - As of the report date, Quhuo and its VIE have obtained necessary licenses for operations in China, including an Internet Content Provider license and a human resources service license[42]. - The corporate structure involves cash flow management policies, requiring multiple managerial approvals for cash transfers involving the VIE[49]. - Quhuo Limited may transfer cash to its subsidiaries through capital contributions or loans, but cannot make direct capital contributions to the VIE[48]. - The Cayman Islands does not impose tax on capital contributions or loans made to subsidiaries, allowing for flexible cash management[50]. - The shareholders of the VIE include various individuals, with significant ownership stakes held by Ms. Peilin Yu and Mr. Shuyi Yang, among others[37]. - Quhuo Limited's corporate structure is subject to risks associated with its contractual arrangements with the VIE, which have not been tested in court[39]. Financial Performance - In 2023, Quhuo Limited transferred approximately RMB 8.7 million (US$1.2 million) to its subsidiaries, with cash transfers from Shanghai Qushun and Hainan Qushun to the VIE amounting to RMB 47.7 million (US$6.8 million) in 2025[52]. - Quhuo Information received service fees from the VIE of approximately RMB 13.0 million, RMB 6.9 million, and RMB 5.5 million (US$0.8 million) for the years 2023, 2024, and 2025, respectively[53]. - As of December 31, 2025, total assets for Quhuo Limited and its subsidiaries were RMB 798.4 million, with total liabilities of RMB 448.8 million and total shareholders' equity of RMB 349.6 million[61]. - The VIE's total current assets were RMB 365.98 million as of December 31, 2025, while total liabilities amounted to RMB 443.59 million[61]. - Quhuo Limited's ability to pay dividends is primarily dependent on dividends from its Hong Kong subsidiary, which relies on payments from the VIE under the VIE agreements[58]. - The PRC Enterprise Income Tax Law imposes a withholding tax rate of 10% on dividends paid to non-resident enterprises, which may affect the returns on investments in Quhuo Limited's shares[59]. - In 2023, no dividends or distributions were made to Quhuo Limited by its subsidiaries[54]. - The total amount of service fees paid by the VIE to Quhuo Information was approximately RMB 28.4 million, RMB 0.7 million, and RMB 14.3 million (US$2.0 million) for the years 2023, 2024, and 2025, respectively[53]. - As of December 31, 2024, Quhuo Limited's cash balance was RMB 10.73 million, which decreased to RMB 1.67 million by December 31, 2025[61]. - The VIE did not provide loans to Quhuo Information for working capital support in 2023, 2024, and 2025[53]. - Total consolidated revenues for the year ended December 31, 2023, were RMB 3,702,387, a decrease from RMB 3,046,871 in 2024, and further down to RMB 2,525,897 in 2025[63]. - Net income for the year ended December 31, 2023, was RMB 6,008, compared to RMB 1,612 in 2024, and a net loss of RMB 150,511 in 2025[63]. - Operating cash flow for 2023 was a net outflow of RMB 97,282, which improved to a net outflow of RMB 14,738 in 2024, but worsened again to a net outflow of RMB 37,939 in 2025[64]. - The company reported a significant loss from VIE and its subsidiaries of RMB 134,287 in 2025, contrasting with a gain of RMB 18,792 in 2024[63]. Business Strategy and Market Risks - The company launched an international business initiative focusing on vehicle export solutions in 2023, targeting the international trade of new energy vehicles[77]. - The company faces risks related to high customer concentration and the ability to attract and retain workers on its platform, which may impact future growth[72]. - The company’s competitive position in the on-demand delivery market is under pressure, necessitating diversification of solution offerings[72]. - The company generated approximately 90%, 89%, and 87% of its total revenues from three major industry customers in 2023, 2024, and 2025, respectively[84]. - The company faces significant risks due to high customer concentration, which may lead to fluctuations or declines in revenues if major customers reduce or cease business collaborations[85]. - The company relies on a limited number of suppliers, with three suppliers accounting for more than 10% of cost of revenues during the years ended December 31, 2025, 2024, and 2023[88]. - The company must maintain competitive positioning in the on-demand delivery market, as a substantial majority of its revenue is derived from these solutions[83]. - The company has established business outsourcing relationships with workers through third-party labor service companies, which are crucial for attracting and managing workers on its platform[93]. - The company may incur significant additional expenses if workers on its platform are classified as employees rather than independent contractors[95]. - The company has faced disputes with major industry customers regarding contractual obligations, which could lead to reputational damage and financial liabilities[97]. - The company operates in a highly fragmented market with numerous small-scale competitors, which may affect its ability to maintain market share[99]. - The company may need to optimize its solutions or lower service fees in response to competitive pressures from industry customers seeking lower quotes[100]. - The company is exposed to risks from potential legal, tax, and regulatory challenges that could materially affect its business operations and financial condition[96]. Regulatory and Compliance Risks - The company is subject to the Holding Foreign Companies Accountable Act (HFCAA), which could lead to delisting if its auditor is not inspected by the PCAOB for two consecutive years[65]. - The company’s current auditor, Guangdong Prouden CPAs GP, is subject to PCAOB inspections and has not been identified as unable to be inspected[67]. - The company has identified material weaknesses in internal control over financial reporting, which could lead to misstatements and loss of investor confidence if not remediated[149][150]. - The PRC government imposes significant legal obstacles for overseas regulators to conduct investigations or collect evidence within China, making it difficult for shareholder claims or regulatory investigations to be pursued effectively[200]. - The evolving PRC legal system may create uncertainties that could adversely affect the company's operations and rights[159][160]. - Any actions by the Chinese government could materially impact the company's ability to operate and offer securities, potentially leading to significant declines in value[161]. - The PRC government may impose stricter regulations requiring additional compliance efforts, potentially increasing operational costs for the company[162]. - The company faces uncertainty regarding the need for government permission to maintain its listing status on U.S. exchanges, which could impact capital availability[163]. - Future government actions may materially alter the operations of the company's PRC subsidiaries, affecting their ability to offer securities and potentially leading to significant declines in security values[164]. - The company is required to comply with the 2024 Negative List, which mandates government approval for overseas offerings if engaged in prohibited businesses, introducing substantial uncertainties[167]. - The Overseas Listing Trial Measures require PRC companies to file with the CSRC for overseas listings, with specific criteria determining indirect offerings[168][169]. - The company must submit filings with the CSRC within three business days after completing certain securities issuances, including Convertible Notes[171]. - Failure to complete necessary registrations, such as the NDRC Foreign Debt Registration, may lead to regulatory actions and impact cross-border fund management[177]. - The evolving cybersecurity regulations in China present significant uncertainties that may affect the company's operations and compliance requirements[178]. - Network operators, including the company, must adhere to stringent cybersecurity laws, including establishing internal security management systems and implementing data security measures[179][180]. - The PRC Data Security Law, effective from September 2021, imposes obligations on entities regarding data security and privacy, introducing a classification system for data based on its importance and potential harm[181]. - The Personal Information Protection Law, effective from November 2021, requires individual consent for the use of personal information and mandates notification for the use of sensitive personal information[184]. - The Measures for Cybersecurity Review, effective from February 2022, require operators of critical information infrastructure to apply for cybersecurity reviews when purchasing network products or services[186]. - The Measures for the Security Assessment of Cross-Border Transfer of Data, effective from September 2022, mandate security assessments for data processors providing important data overseas[188]. - The Archives Rules, effective from March 2023, regulate overseas offerings and require PRC enterprises to comply with confidentiality and archives management requirements[189]. Economic and Market Conditions - The year-over-year percent changes in China's consumer price index were increases of approximately 0.2% in 2023 and 2024, and 0.0% in 2025, which may affect the company's cost structure[130]. - The company has experienced increased costs due to inflation in China, which may adversely affect profit margins if these costs cannot be passed on to customers[130]. - The company is vulnerable to significant disruptions from natural disasters or health pandemics, which could negatively impact business operations[131]. - Changes in China's economic, political, or social conditions could materially affect the company's business, as most revenues are sourced from China[156][157]. - Political, economic, and social instability in Hong Kong could significantly impact the company's operations and profitability in the region[226]. - Future amendments to Hong Kong laws and regulations may impose stricter compliance requirements, affecting the operations and financial condition of the company's subsidiaries there[227][228]. - The company's operations in Hong Kong may be adversely affected by the PRC government's control over economic policies, impacting taxation and regulatory compliance[229]. - The national security law in Hong Kong could lead to sanctions that may economically harm the company's business operations in the region[230][231]. Investment and Capital Risks - The company may require additional capital to support growth, which could lead to significant dilution for existing shareholders if raised through equity financing[137]. - Loans to PRC subsidiaries must be registered with local SAFE and cannot exceed statutory limits, complicating capital contributions and financing operations[212]. - SAFE Circular 19 regulates the flow and use of RMB capital converted from foreign currency, restricting its use for certain financial activities, which may adversely affect liquidity[214]. - PRC regulations on offshore special purpose companies may impose liabilities on PRC resident beneficial owners, limiting capital injection and profit distribution capabilities[216]. - Failure to complete or update SAFE registrations by PRC resident shareholders may restrict profit distributions and additional capital contributions to PRC subsidiaries[217]. - The M&A Rules establish complex procedures for foreign acquisitions of Chinese companies, potentially delaying growth through acquisitions[210]. - Limited hedging options are available in China to mitigate exposure to exchange rate fluctuations, with no current hedging transactions in place[206]. - The inability of overseas securities regulators to conduct investigations within China may increase difficulties in protecting shareholder interests[200]. Operational Challenges - The company faces significant costs related to expanding its on-demand delivery business, which may not be offset by corresponding demand increases[103]. - Quarterly results may fluctuate due to seasonality, particularly during holidays and adverse weather conditions, affecting demand for on-demand delivery solutions[104]. - Future growth is contingent on the performance of industries served, particularly the on-demand delivery and ride-hailing sectors, which are sensitive to consumer spending patterns[105]. - The company has limited insurance coverage, which may expose it to significant costs and business disruptions in the event of unforeseen incidents[115]. - The company may face challenges in integrating acquired businesses, which could divert management attention and resources, potentially affecting overall performance[122]. - The company may face service disruptions and performance problems due to inadequate scaling of technology and network infrastructure, which could adversely affect its business and financial condition[139]. - Significant investments are expected to be made to improve platform availability and enable rapid releases of new features and products, with potential adverse effects if capacity constraints are not addressed[140]. - The company relies on a limited number of telecommunications service providers in China, which may pose risks if internet infrastructure fails or costs rise significantly[142]. - Intellectual property protection is critical for competitiveness, but the company may face challenges in enforcing its rights in China, which could adversely affect its business[143][145]. - Labor disputes may arise as the company continues to grow, although none have had a material adverse impact to date[121].

Financial Performance - ChargePoint reported an accumulated deficit of $2,111.6 million as of January 31, 2026, compared to $1,891.4 million in the previous year[327]. - ChargePoint's revenue from Networked Charging Systems includes a range of AC and DC products, with revenue recognized upon shipment to customers[341]. - Networked Charging Systems revenue decreased by $18,288 (7.8%) to $216,514 for the fiscal year ended January 31, 2026, compared to $234,802 in 2025, primarily due to lower delivery volumes[346]. - Subscriptions revenue increased by $18,062 (12.5%) to $162,387 for the fiscal year ended January 31, 2026, driven by growth in ChargePoint Platform and Assure subscriptions[347]. - Other revenue decreased by $5,633 (14.8%) to $37,956 for the fiscal year ended January 31, 2026, mainly due to one-time service revenues and lower collections on driver charging sessions[348]. - Gross profit increased by $24,921 (24.8%) to $125,602 for the fiscal year ended January 31, 2026, attributed to higher subscription revenue growth and improved subscription margins[357]. - ChargePoint recognized a gain on debt exchange of $11.2 million during the year ended January 31, 2026, representing 2.7% of total revenue[367]. - Interest income decreased by $3.9 million (46.2%) during the fiscal year ended January 31, 2026, primarily due to lower balances of interest-bearing investments, resulting in interest income of $4.5 million[369]. - Interest expense decreased by $793,000 (3.2%) during the fiscal year ended January 31, 2026, primarily due to a decrease in outstanding debt[371]. - Other income increased by $5.5 million, resulting in a net other income of $2.1 million for the fiscal year ended January 31, 2026, attributed to favorable changes in foreign exchange rates[374]. Revenue Generation - The company generates revenue primarily through the sale of Networked Charging Systems, subscriptions to the ChargePoint Platform, and extended warranties, with revenue recognized ratably over the subscription period[325]. - The company expects revenue growth in both Networked Charging Systems and subscriptions due to increased demand for EVs and related charging infrastructure[345]. Market Conditions - ChargePoint's performance is significantly affected by the growth in EV adoption, which is currently volatile and influenced by various market factors[328]. - The U.S. federal government and other entities provide incentives for EVs and infrastructure, but proposed changes to these incentives could adversely impact demand[339]. - ChargePoint's financial condition may be adversely affected by macroeconomic trends, including geopolitical events and inflation, which could impact customer purchasing behavior[329]. Cost Management - ChargePoint is preparing for the introduction of next-generation AC and DC charging systems, which may initially impact gross margins due to launch costs[335]. - The company plans to utilize third-party contract manufacturers for new product development to control costs and improve efficiency, but this strategy carries risks[336]. - Cost of Networked Charging Systems revenue decreased by $23,683 (10.6%) to $199,668 for the fiscal year ended January 31, 2026, reflecting a decline in the number of systems delivered[352]. - Cost of subscriptions revenue decreased by $9,343 (13.1%) to $61,875 for the fiscal year ended January 31, 2026, mainly due to lower Assure-related hardware costs[353]. - ChargePoint expects to optimize its research and development and sales and marketing expenses as a percentage of revenue in the future[359][361]. Cash Flow and Financing - For the fiscal year ended January 31, 2026, ChargePoint reported a net cash used in operating activities of $62.8 million, with a net loss of $220.2 million[394]. - The net cash used in investing activities for the fiscal year ended January 31, 2026, was $4.2 million, primarily due to purchases of property and equipment[396]. - ChargePoint's net cash used in financing activities for the fiscal year ended January 31, 2026, was $20.0 million, which included repayment of borrowings of $39.7 million[398]. - ChargePoint entered into a privately negotiated exchange agreement on November 14, 2025, exchanging $328.6 million of 2028 Convertible Notes for $186.5 million in a new Credit Agreement and $25.0 million in cash[381]. - ChargePoint has incurred net losses and negative cash flows from operations since inception, which it anticipates will continue for the foreseeable future[379]. - ChargePoint may seek additional funds through public or private equity offerings or debt financings, which could result in dilution to stockholders[389]. - ChargePoint's future capital requirements will depend on factors including revenue growth rate and the timing of cash received from customers[390]. Cash Position - As of January 31, 2026, ChargePoint had cash and cash equivalents of $142.0 million, down from $225.0 million in 2025[380]. - ChargePoint's operating lease obligations as of January 31, 2026, amounted to $17.6 million, with $5.8 million payable within twelve months[402]. - A hypothetical 10% change in interest rates would not have a material impact on the value of ChargePoint's cash and cash equivalents[420]. - ChargePoint's significant non-cash charges for the fiscal year ended January 31, 2026, included $64.7 million of stock-based compensation expense[394]. Foreign Currency Risk - ChargePoint faces foreign currency risks primarily related to revenue and operating expenses in euros, impacting its financial results due to exchange rate fluctuations[421]. - A hypothetical 10% decrease in all foreign currencies against the U.S. dollar would not lead to a material foreign currency loss on foreign-denominated balances as of January 31, 2026[422]. - There was no material change in ChargePoint's foreign currency risk from fiscal year ended January 31, 2025, to fiscal year ended January 31, 2026[422]. - ChargePoint does not currently use financial instruments to hedge its foreign currency exchange risk but may consider this in the future[423].

Financial Performance - Golden Minerals reported a net income of $2.7 million, or $0.18 per basic share, in 2025, compared to a net loss of $7.6 million, or $0.52 per share, in 2024[10]. - Income from discontinued operations was $6.1 million in 2025, reflecting a gain of $7.3 million on cash received from sales and liabilities extinguished[10]. Cash and Liabilities - Cash and cash equivalents decreased to $1.3 million as of December 31, 2025, down from $3.2 million at the end of 2024[10]. - Total current liabilities were reduced to $1.4 million as of December 31, 2025, compared to $3.6 million at the end of 2024[10]. - The company has no debt as of December 31, 2025, unchanged from the previous year[10]. Expenses and Expenditures - Exploration expenses increased to $0.9 million in 2025 from $0.6 million in 2024, while administrative expenses decreased to $2.3 million from $3.6 million[4]. - Golden Minerals anticipates expenditures of approximately $2.3 million for the twelve months ending December 31, 2026, primarily for administrative expenses and limited exploration activities[5]. Strategic Options - The company completed the sale of its subsidiary for $0.6 million and additional subsidiaries for $65,000 to reduce liabilities in Mexico[4]. - The company is exploring options for additional cash flow, including the potential sale of assets or seeking external financing[7]. - Golden Minerals expects its cash resources to be exhausted by the second quarter of 2026 without additional cash inflows[11].

Financial Performance - Revenues for the fiscal year 2026 reached $4,486 million, compared to $4,333 million in fiscal year 2025, reflecting a year-over-year increase of 3.5%[5] - Operating income for the fiscal year 2026 was $468 million, up from $282 million in fiscal year 2025, representing a significant increase of 66.1%[5] - Net income from continuing operations for the fiscal year 2026 was $311 million, compared to $147 million in fiscal year 2025, indicating a year-over-year growth of 111.6%[5] - Basic earnings per share for the fiscal year 2026 were $1.34, an increase from $1.05 in fiscal year 2025, marking a growth of 27.6%[5] - Revenues for the three months ended December 31, 2024, were reported at $4,333 million, with a gross margin of $1,797 million[7] - For the three months ended March 31, 2025, revenues increased to $4,480 million, with a gross margin of $1,861 million[8] - In the three months ended June 30, 2025, revenues further rose to $4,726 million, achieving a gross margin of $2,235 million[9] - Revenues for the three months ended September 30, 2025, were reported at $5,005 million, with an adjusted total also at $5,005 million[10] - For the twelve months ended September 30, 2025, revenues were $18,544 million, with adjusted revenues remaining the same[11] Operating Costs and Expenses - The company reported total operating costs and expenses of $4,018 million for the fiscal year 2026, compared to $4,051 million in fiscal year 2025, a decrease of 0.8%[5] - Research and development expenses for the fiscal year 2026 totaled $235 million, slightly down from $243 million in fiscal year 2025, showing a decrease of 3.3%[5] - Integration, restructuring, and transaction expenses amounted to $108 million in the fiscal year 2026, compared to $89 million in fiscal year 2025, reflecting an increase of 21.3%[5] - Research and development expenses were $243 million for the three months ended December 31, 2024, $232 million for March 31, 2025, and $230 million for June 30, 2025[7][8][9] - Selling and administrative expenses were $1,155 million for the three months ended December 31, 2024, $1,117 million for March 31, 2025, and $1,163 million for June 30, 2025[7][8][9] Adjusted Financial Metrics - The company reported a significant increase in gross margin percentage from 41.5% in Q4 2024 to 47.2% in Q2 2025[7][9] - Operating income for the three months was $536 million, adjusted to $1,292 million after accounting for various costs[10] - Net income from continuing operations for the quarter was $346 million, with an adjusted net income of $937 million[10] - Diluted earnings per share from continuing operations for the quarter were reported at $1.20, adjusted to $3.26[10] - Gross margin for the twelve months was $8,258 million, adjusted to $10,241 million[11] - Operating income for the twelve months was $1,941 million, adjusted to $4,666 million[11] - Net income from continuing operations for the year was $1,100 million, with an adjusted net income of $3,433 million[11] - Diluted earnings per share from continuing operations for the year were reported at $3.81, adjusted to $11.90[11] Regulatory and Compliance Costs - The company incurred costs related to European regulatory initiatives, which are considered one-off costs, impacting the comparability of earnings[1] - BD incurred charges of $297 million in fiscal year 2025 related to product liability and legal matters, impacting other operating expenses[13] - The company recognized $98 million and $38 million in product remediation costs in fiscal years 2025 and 2024, respectively, recorded in cost of products sold[13] - Costs incurred for compliance with the European Union Medical Device Regulation and In Vitro Diagnostic Medical Device Regulation are recorded in cost of products sold and research and development expenses[13] - The company reported $67 million in accruals in fiscal year 2024 related to Italian government medical device payback legislation, impacting revenues[13] Management Insights - Management emphasizes the importance of non-GAAP measures for understanding operational performance and trends, while cautioning that these measures may differ from those used by other companies[2] - The company has indicated ongoing investments in product development and market expansion strategies to drive future growth[7][8][9] Other Operating Costs - BD's costs associated with integration and restructuring activities are recorded under integration, restructuring, and transaction expenses[13] - BD's amortization expense, primarily recorded in cost of products sold, is related to purchase accounting for acquisitions[13] - The company incurred costs for the separation of its former Diabetes Care business, recorded under other operating expenses[13] - Charges related to pension settlement costs amounted to $38 million in fiscal year 2025, recorded in other expenses[13] - Transaction costs and financing impacts from the Advanced Patient Monitoring acquisition are recorded under integration, restructuring, and transaction expenses, as well as interest expense[13] - BD's adjustments to reported results reflect costs that are considered outside of underlying operational results, affecting period-to-period comparability[13]

Warrant Terms and Conditions - The warrant allows the holder to purchase a total of ______________ shares of common stock or exchange warrants at an exercise price of $0.0001[1] - The exercise period for the warrant extends until 11:59 p.m. New York time on the expiration date or 30 days after notice of exercise conditions being met[1] - The holder must deliver the aggregate exercise price in cash via wire transfer within one trading day of the exercise notice[2] - The company is responsible for all fees and expenses related to the transfer agent and issuance of warrant shares or exchange warrants[3] - If the company fails to deliver the securities by the delivery date, it must compensate the holder for any losses incurred due to a buy-in[6] - The exercise price for warrant shares and exchange warrants is subject to adjustment as specified in the agreement[5] - The company must ensure its transfer agent participates in the DTC Fast Automated Securities Transfer Program while the warrant is outstanding[6] - No fractional warrant shares or exchange warrants will be issued; amounts will be rounded down to the nearest whole number[3] - The holder has the right to rescind an exercise if the company fails to deliver the applicable number of shares by the delivery date[6] - The company must promptly resolve any disputes regarding the exercise price or calculation of warrant shares or exchange warrants[7] Ownership and Issuance Limitations - The Company has established a Maximum Percentage of beneficial ownership at 4.99% or 9.99% for the Holder and Attribution Parties, limiting the exercise of Warrants to prevent exceeding this threshold[8] - The Primary Market Limitation is set at 19.99% of the outstanding shares of Common Stock before the issuance of shares upon exercise of the Warrant[13] - The Required Reserve Amount mandates the Company to reserve at least 100% of the maximum number of shares necessary to satisfy obligations under outstanding Warrants[14] - In the event of an Authorized Share Failure, the Company is required to take commercially reasonable actions to increase the number of authorized shares to meet the Required Reserve Amount[16] - The Company must confirm the number of outstanding shares of Common Stock to the Holder within two business days upon request[11] Pricing and Valuation - The cashless exercise option allows the Holder to receive Warrant Shares without cash payment if there is no effective registration statement available[17] - The Bid Price for the Common Stock is determined based on the first applicable clause, including trading market prices reported by Bloomberg[19] - The VWAP (Volume Weighted Average Price) is calculated based on trading market data, ensuring accurate pricing for the Common Stock[21] - The Company must return any excess Exercise Price paid by the Holder for Reduction Shares if the exercise would exceed the Maximum Percentage[10] - The Company is responsible for ensuring compliance with Section 13(d) of the Exchange Act regarding beneficial ownership calculations[13] - The Company may voluntarily adjust the Exercise Price of the Warrant at any time deemed appropriate by the Board of Directors[22] - If the Company subdivides its outstanding shares of Common Stock, the Exercise Price will be proportionately reduced, and the number of Warrant Shares will be proportionately increased[23] Rights and Obligations - In the event of any asset distribution to Common Stock holders, the Holder is entitled to participate as if they had exercised the Warrant[25] - If the Company grants Purchase Rights, the Holder can acquire the same proportion of Purchase Rights as if they had exercised the Warrant[26] - The Company cannot enter into a Fundamental Transaction without the Successor Entity assuming all obligations under the Warrant[27] - The Company will not avoid the observance of any terms of the Warrant through amendments or reorganizations[28] - The Holder is not deemed a stockholder and does not have voting rights until the Warrant is exercised[29] - The Company will issue a new Warrant upon transfer, loss, theft, or mutilation of the original Warrant[30][32][34] - Notices required under the Warrant must be delivered in writing to specified addresses[35] - The Company will provide prompt written notice of all actions taken pursuant to the Warrant, including adjustments to the Exercise Price and any dividend distributions[36] - The Company may amend or waive provisions of the Warrant only with the written consent of the Holder[37] - The Warrant is governed by the laws of the State of New York, and the Company submits to the jurisdiction of New York courts[38] - In case of disputes regarding the Exercise Price or Warrant Shares, the Company will submit calculations to an independent investment bank or accountant for resolution[39] - The remedies provided in the Warrant are cumulative and include the right to seek injunctive relief without showing economic loss[40] - The Warrant and Warrant Shares may be transferred without the Company's consent, as outlined in Section 7(a)[41] - If any provision of the Warrant is deemed invalid, the remaining provisions will still be enforceable[42] - The Company must publicly disclose any material, nonpublic information received in accordance with the Warrant[43] Definitions and Legal Considerations - Definitions of key terms such as "Common Stock," "Exercise Conditions," and "Change of Control" are provided for clarity[44][48] - The Company acknowledges that a breach of obligations may cause irreparable harm to the Holder, justifying the right to seek an injunction[40] - The Company is involved in a Fundamental Transaction, which includes mergers, asset sales, or stock purchase agreements that may result in a change of control[54] - The definition of "Subject Entity" includes any person or group that may acquire significant ownership or control over the Company's shares[59] - The Principal Market for the Company's Common Stock is The Nasdaq Capital Market[58] - The Company has established a standard settlement period for its Common Stock transactions, which is defined in terms of Trading Days[61] - The exercise price for purchasing shares of Common Stock is set at $0.01 per share[66] - The Company is required to deliver Warrant Shares or Exchange Warrants upon exercise of the warrants[68] - The definition of "Parent Entity" refers to an entity that controls the Company and is publicly traded[56] - The Company must comply with regulations regarding the issuance of shares to avoid circumventing the intent of the Fundamental Transaction definition[54] - The term "Options" refers to rights or warrants to purchase shares of Common Stock or Convertible Securities[55] - The Company is represented by its Chief Executive Officer, Joshua Disbrow, in official documents[65]

Financial Performance - For the three months ended February 28, 2026, net sales increased by $6.4 million to $78.4 million, compared to $72.0 million in the same period of the prior year [111]. - For the nine months ended February 28, 2026, net sales increased by $21.2 million to $233.6 million, compared to $212.3 million in the same period of the prior year [111]. - The company reported a net loss of $8.1 million for Q3 FY2026, compared to a net loss of $4.4 million in Q3 FY2025 [111]. - The company recorded a net loss of $25.3 million for the nine months ended February 28, 2026 [132]. Revenue Growth - Med Tech revenue grew by 19.0% in Q3 FY2026, driven by increased sales of Auryon and the thrombus management platform [110]. - Med Tech segment net sales increased by $5.9 million and $17.3 million for Q3 and nine months ended February 28, 2026, respectively [115]. - Increased sales of Auryon contributed $2.5 million and $7.8 million to revenue for Q3 and nine months ended February 28, 2026, respectively [116]. Margins and Expenses - Gross margin decreased by 110 basis points to 52.9% for Q3 FY2026, with Med Tech gross margin remaining consistent at 62.5% and Med Device gross margin decreasing to 44.2% [113]. - The Med Device segment gross margin decreased by $1.1 million for the three months ended February 28, 2026, but increased by $1.5 million for the nine months ended February 28, 2026 compared to the prior year [119]. - Research and development expenses increased by $0.2 million and $1.6 million for the three and nine months ended February 28, 2026, respectively [121]. - Selling and marketing expenses rose by $1.9 million and $5.6 million for the three and nine months ended February 28, 2026, respectively [122]. - General and administrative expenses increased by $0.2 million and $1.6 million for the three and nine months ended February 28, 2026, respectively [123]. Cash and Financing - Cash and cash equivalents totaled $37.8 million as of February 28, 2026, down from $55.9 million as of May 31, 2025 [129]. - Cash used in operating activities was $14.4 million for the nine months ended February 28, 2026, compared to $28.9 million for the same period in 2025 [132]. - $6.3 million of proceeds from financing arrangements in Q3 of fiscal year 2025 [135]. - $1.0 million of proceeds from stock option and ESPP activity for both periods [135]. - $1.7 million of cash used for the repurchase of common shares in fiscal year 2025 [135]. - The Company had no outstanding debt as of February 28, 2026 [138]. - The Credit Agreement provides for a $25.0 million secured revolving credit facility [139]. Market and Operational Challenges - The current macroeconomic environment, including inflation and supply chain challenges, continues to impact the company's operations [109]. - The backlog at February 28, 2026, was $0.3 million, primarily impacting sales of Core products [114]. Tax and Risk Management - The effective tax rate including discrete items for the three months ended February 28, 2026 was (0.1)% [128]. - No single customer represents more than 10% of total sales, limiting concentration of credit risk [141]. - The Company does not foresee significant credit risk associated with outstanding accounts receivable [141]. - Approximately 4.1% of sales were denominated in foreign currencies for the nine months ended February 28, 2026 [137]. Other Income - Other income, net decreased by $0.7 million and $1.8 million for the three and nine months ended February 28, 2026, respectively [127]. - The company achieved a manufacturing transfer milestone related to divested products, recording associated revenue of $5.0 million in the third quarter of fiscal year 2026 [127].

Financial Performance - Total revenues for the year ended December 31, 2025, were approximately $8.7 million, a 505.5% increase from $1.4 million in 2024[469] - Cost of revenues for 2025 was approximately $6.1 million, reflecting a 626.2% increase from $0.8 million in 2024[472] - Gross profit for 2025 was approximately $2.6 million, a 333.4% increase from $0.6 million in 2024, with a gross margin of 29.5%[475][476] - Selling expenses increased to approximately $1.5 million in 2025, a 243.0% increase from $0.4 million in 2024[477] - General and administrative expenses rose to approximately $2.6 million in 2025, a 39.4% increase from $1.9 million in 2024[479][480] - The company recognized an impairment loss on goodwill of $54,765,074 in 2025, with no impairment recorded in 2024 or 2023[482] - Other expenses, net for 2025 were approximately $(0.8) million, a 129.8% increase from $(0.3) million in 2024[483] - Net loss from continuing operations for 2025 was approximately $57.2 million, a 2,623.3% increase from $2.1 million in 2024[486] - The company reported a net loss of approximately $57.2 million for 2025, a 2,623.3% increase from the net loss of $2.1 million in 2024[489] Cash Flow and Working Capital - Cash and cash equivalents as of December 31, 2025, amounted to approximately $5.1 million, compared to $4.7 million as of December 31, 2024[491] - As of December 31, 2025, the company's working capital was approximately $4.73 million, indicating sufficient funds to meet working capital requirements and debt obligations over the next twelve months[492] - For the year ended December 31, 2025, net cash provided by operating activities from continuing operations was approximately $(0.5) million, primarily due to a net loss of approximately $57.2 million[495] - The company experienced a net cash change of approximately $419,592 for the year ended December 31, 2025, compared to a net cash change of approximately $4.6 million in 2024[494] Investment and Financing Activities - The company reported net cash used in investing activities of approximately $4.3 million for the year ended December 31, 2024, mainly due to a cash deposit in an escrow account of approximately $5.1 million[500] - Net cash provided by financing activities from continuing operations was approximately $0.6 million for the year ended December 31, 2025, attributed to additional short-term bank loans[502] - The net cash provided by financing activities from continuing operations was approximately $52.6 million for the year ended December 31, 2023, primarily from the issuance of ordinary shares and convertible bonds[503] Research and Development - Research and development expenses for the year ended December 31, 2025, were approximately $0.1 million, reflecting the company's investment in digital advertising and marketing campaign services[511] Intellectual Property - The company had rights to 1 patent, 43 software copyrights, and 1 registered trademark as of December 31, 2025, highlighting its focus on protecting intellectual property[515] Lease Obligations - Future lease payments under operating leases as of December 31, 2025, totaled approximately $373,000, with a weighted average remaining lease term of 1.50 years[505] Trends and Uncertainties - The company has no significant trends or uncertainties that are likely to materially affect its net sales or revenues, income from continuing operations, or profitability[517]