8-K

KORU Medical Systems, Inc. (KRMD)

8-K 2025-08-06 For: 2025-08-06
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported)   August 6, 2025

KORU Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware 0-12305 13-3044880
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>Identification No.)
100 Corporate Drive, Mahwah, NJ 07430
--- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(845) 469-2042

______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
common stock, $0.01 par value KRMD The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_]


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

(a)   Public Announcement or Release.

On August 6, 2025, KORU Medical Systems, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025 and updated financial guidance for the fiscal year ended December 31, 2025. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A related conference call will be held on August 6, 2025 at 4:30pm Eastern Time.

KORU Medical is making reference to non-GAAP financial measures in both the press release and the conference call. Our management believes that investors’ understanding of KORU Medical’s performance is enhanced by disclosing the non-GAAP financial measures of “adjusted EBITDA” and “adjusted diluted EPS” (each as defined below) as a reasonable basis for comparison of our ongoing results of operations. KORU Medical strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP measures used by KORU Medical may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Non-GAAP measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

We define adjusted EBITDA as earnings (net (loss)/income) before interest (income)/expense, net, depreciation and amortization, reorganization charges, and stock-based compensation expense. We believe that adjusted EBITDA is used by investors and other users of our financial statements as a supplemental financial measure that, when viewed with our GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our business. We also believe the disclosure of adjusted EBITDA helps investors meaningfully evaluate and compare our cash flow generating capacity from quarter to quarter and year to year. adjusted EBITDA is used by management as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations.

We present adjusted diluted earnings per share (“adjusted diluted EPS”) after eliminating items that we believe are not part of our ordinary operations and affect the comparability of the periods presented. Adjusted diluted EPS includes adjustments from reported diluted earnings per share for interest (income)/expense, net, depreciation and amortization, and stock-based compensation expense. We believe adjustments for these items allow investors to better understand our underlying operating results and facilitate comparisons between the periods shown. Management uses adjusted diluted EPS as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations.

The information contained in this Item 2.02 of the Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)   Exhibits.

Exhibit No. Description
99.1 Press Release, dated August 6, 2025
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KORU Medical Systems, Inc.<br><br>(Registrant)
Date:  August 6, 2025 By: /s/ Linda Tharby
Linda Tharby<br><br>President and Chief Executive Officer
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EXHIBIT 99.1

KORU MEDICAL SYSTEMS ANNOUNCES Q2 2025 FINANCIALRESULTS, INCLUDING RECORD DOUBLE-DIGIT REVENUE, AND RAISES 2025 REVENUE GUIDANCE

MAHWAH, NJ – August 6, 2025 – KORUMedical Systems, Inc. (NASDAQ: KRMD) (“KORU Medical” or the “Company”), a leading medical technology company focused on development, manufacturing, and commercialization of innovative and patient-centric large volume subcutaneous infusion solutions, today reported financial results for the second quarter ended June 30, 2025.


Financial Highlights

Second quarter 2025 net revenues of $10.2 million, a 21% increase over the prior year period
Core business (Domestic and International) net revenues of $9.3 million, a 19% increase over the prior year period
Pharma Services and Clinical Trials (PST) net revenues of $0.9 million, a 42% increase over the prior year period
Gross profit of $6.5 million, an 18% increase over the prior year period, and gross margin of 63.5%
Ending cash balance of $8.1 million reflective of a quarterly cash usage of $0.6 million driven by improved gross profit and increased operating leverage
Raising full year 2025 revenue guidance to $39.5 - $40.5 million,<br>representing growth of 18% - 20%, from prior range of $38.5 - $39.5 million; reiterating full year gross margin guidance of 61% - 63%,<br>and positive cash flow from operations for full year 2025 with ending cash balance greater than $8.1 million

Business Highlights

Adam Kalbermatten joins as Chief Commercial Officer, bringing 20 years of success leading drug delivery partnerships across pharma and biotech.
Freedom Infusion System™ indicated for use with recently expanded<br>indication of Empaveli® for C3G and Primary IC-MPGN treatment.
Submitted for FDA 510(k) clearance for a commercialized rare disease biologic drug with the Freedom Infusion System™

“We achieved a milestone this quarter, surpassing $10 million in revenue for the first time and delivering our sixth consecutive quarter of double-digit growth,” said Linda Tharby, President and CEO of KORU Medical. “Strategically, we continued to outperform the strong SCIg market through global share gains, advanced our international expansion, and submitted a 510(k) filing to add a new drug to our Freedom Infusion System. Operationally, we delivered positive adjusted EBITDA, reflecting our disciplined execution and focused capital allocation, while continuing to invest in strategic growth areas. We believe this performance positions us well to drive continued shareholder value as we scale.”


2025 Second Quarter Financial Results

Three Months Ended June 30, Change from Prior Year % of Net Revenues
2025 2024 % 2025 2024
Net Revenues
Domestic Core $ 7,097,285 $ 6,156,098 15.3% 69.6% 73.0%
International Core 2,180,111 1,628,191 33.9% 21.4% 19.3%
Total Core 9,277,396 7,784,289 19.2% 91.0% 92.3%
Pharma Services and Clinical Trials 917,404 645,800 42.1% 9.0% 7.7%
Total $ 10,194,800 $ 8,430,089 20.9% 100% 100%

All values are in US Dollars.

Total net revenues increased $1.8 million, or 20.9%, to $10.2 million for the three months ended June 30, 2025, as compared to $8.4 million in the prior year period. Domestic core revenues were $7.1 million, an increase of 15.3% over the prior year period, primarily due to higher consumable volumes, driven by new patient starts and market share gains from new and existing accounts, supported by a strong underlying SCIg market. International core revenues were $2.2 million, an increase of 33.9% over the prior year period, primarily due to higher consumable and pump volumes, driven by prefill patient conversions, new patient starts, market share gains within existing markets, and entry into new geographic markets. Pharma services and clinical trials net revenues were $0.9 million, an increase of 42.1% over the prior year period, primarily driven by higher revenues from product sales for clinical trials.

Gross profit increased $1.0 million, or 18.2%, to $6.5 million in the three months ended June 30, 2025, as compared to $5.5 million in the prior year period. Gross margin decreased to 63.5% in the three months ended June 30, 2025, as compared to 65.0% in the prior year period.  The decrease in gross margin was primarily driven by a favorable inventory valuation adjustment that occurred in the prior year period and tariff related charges in the current year, partially offset by volume efficiencies, and stronger margins in our pharma services and clinical trial business.

Total operating expenses for the second quarter of 2025 were $6.8 million, an increase of $0.1 million, or 1.7%, over the prior year period primarily driven by increases in recruiting expenses related to the Chief Commercial Officer search and higher temporary headcount spend related to our new product development, partially offset by lower compensation-related expenses related to timing of hiring that role.

Our net loss decreased to $0.2 million in the three months ended June 30, 2025, as compared to the prior year period, primarily driven by an increase in gross profit of $1.0 million due to increased revenues, partially offset by an operating expense increase of $0.1 million.

Adjusted EBITDA for the second quarter of 2025 was $0.3 million, or $0.01 per diluted share, compared to adjusted EBITDA of ($0.4) million, or ($0.01) per diluted share, for the prior year period. A reconciliation of adjusted EBITDA and adjusted diluted EPS is provided at the end of this press release.

Cash and cash equivalents were $8.1 million as of June 30, 2025, reflecting cash usage of $0.6 million in the second quarter of 2025.

2025 Guidance

Raising full year 2025 net revenues guidance to $39.5 - $40.5 million,<br>representing growth of 18% - 20%, from prior range of $38.5 - $39.5 million
Reiterating full year 2025 gross margin guidance of 61% - 63%
Reiterating positive cash flow from operations for full year 2025 and ending cash balance greater than $8.1 million

Conference Call and Webcast Details

The Company will host a live conference call and webcast to discuss these results and provide a corporate update on Wednesday, August 6, 2025, at 4:30 PM ET.

To participate in the call, please dial (877) 407-0784 (domestic) or (201) 689-8560 (international). The live webcast will be available on the IR Calendar on the News/Events page of the Investors section of KORU Medical’s website.

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Non-GAAP Measures

This press release includes the non-GAAP financial measures “adjusted diluted EPS” and “adjusted EBITDA” that are not in accordance with, nor an alternate to, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. They are limited in value because they exclude charges that have a material effect on KORU Medical’s reported results and, therefore, should not be relied upon as the sole financial measures to evaluate the Company’s financial results. Non-GAAP financial measures are meant to supplement, and to be viewed in conjunction with, GAAP financial results. Reconciliations of the Company’s non-GAAP measures are included at the end of this press release.


About KORU Medical Systems

KORU Medical develops, manufactures, and commercializes innovative and patient-centric large volume subcutaneous infusion solutions that improve quality of life for patients around the world. The Freedom Syringe Infusion System (“the Freedom System”) currently includes the Freedom60® and FreedomEdge® Syringe Infusion Drivers, Precision Flow Rate Tubing™ and HigH-Flo Subcutaneous Safety Needle Sets™. The Freedom System, which received its first FDA clearance in 1994, is used for self-administration in the home by the patient and/or delivery in an ambulatory infusion center by a healthcare professional. Through its Pharma Services and Clinical Trials business, KORU Medical provides products for use by biopharmaceutical companies in feasibility/clinical trials during the drug development process and, as needed, is capable of customizing the Freedom System for clinical and commercial use across multiple drug categories. For more information, please visit www.korumedical.com.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All statements that are not historical fact are forward-looking statements, including, but not limited to, financial guidance for fiscal 2025. Forward-looking statements discuss the Company’s current expectations and projections relating to its financial position, results of operations, plans, objectives, future performance, and business. Forward-looking statements can be identified by words such as “guidance”, “expect”, “plan”, “believe” and “will”. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, uncertainties associated with SCIg market growth, prefilled syringe penetration, plasma supply, clinical trial activity and success, approval and commercialization of new drug indications, the shift to increased healthcare delivery in the home, new patient diagnoses, customer ordering patterns, global health crises, innovation and competition, labor and supply price increases, inflationary impacts, labor supply, tariffs and those risks and uncertainties included under the captions “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which are on file with the SEC and available on our website at www.korumedical.com/investors and on the SEC website at www.sec.gov. All information provided in this release and in the attachments is as of August 6, 2025. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no duty to update this information unless required by law.

Investor Contact:

Louisa Smith

investor@korumedical.com

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KORU MEDICAL SYSTEMS, INC.

BALANCE SHEETS

December 31,
2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents 8,054,716 $ 9,580,947
Accounts receivable less allowance for credit losses of 0 as of June 30, 2025 and December 31, 2024 4,929,071 5,720,750
Inventory 3,947,843 2,803,669
Other receivables 161,190 277,193
Prepaid expenses 486,524 749,851
TOTAL CURRENT ASSETS 17,579,344 19,132,410
Property and equipment, net 4,370,629 4,290,515
Intangible assets, net of accumulated amortization of 493,244 and 458,538 as of June 30, 2025 and December 31, 2024, respectively 698,974 730,279
Operating lease right-of-use assets 2,768,376 2,966,341
Other assets 98,970 98,970
TOTAL ASSETS 25,516,293 $ 27,218,515
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable 1,094,539 $ 1,649,969
Accrued expenses 3,635,525 3,924,184
Note payable 271,152
Other liabilities 104,102 29,269
Accrued payroll and related taxes 688,942 811,401
Financing lease liability – current 118,647 115,587
Operating lease liability – current 409,019 400,258
TOTAL CURRENT LIABILITIES 6,050,774 7,201,820
Financing lease liability, net of current portion 145,469 202,613
Operating lease liability, net of current portion 2,793,676 3,000,403
TOTAL LIABILITIES 8,989,919 10,404,836
STOCKHOLDERS’ EQUITY
Common stock, 0.01 par value, 75,000,000 shares authorized, 49,655,459 and 49,377,617 shares issued 46,234,957 and 45,957,115 shares outstanding as of June 30, 2025, and December 31, 2024, respectively 496,555 493,776
Additional paid-in capital 50,664,323 49,581,303
Treasury stock, 3,438,526 shares as of June 30, 2025 and December 31, 2024, at cost (3,882,494 ) (3,882,494 )
Accumulated deficit (30,752,010 ) (29,378,906 )
TOTAL STOCKHOLDERS’ EQUITY 16,526,374 16,813,679
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 25,516,293 $ 27,218,515

All values are in US Dollars.

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KORU MEDICAL SYSTEMS, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
2025 2024 2025 2024
NET REVENUES $ 10,194,800 $ 8,430,089 $ 19,829,875 $ 16,627,887
Cost of goods sold 3,719,031 2,950,339 7,307,771 6,044,839
Gross Profit 6,475,769 5,479,750 12,522,104 10,583,048
OPERATING EXPENSES
Selling, general and administrative 5,384,148 5,319,688 11,343,522 10,677,308
Research and development 1,194,789 1,134,232 2,309,398 2,609,907
Depreciation and amortization 209,487 217,864 426,844 449,233
Total Operating Expenses 6,788,424 6,671,784 14,079,764 13,736,448
Net Operating Loss (312,655 ) (1,192,034 ) (1,557,660 ) (3,153,400 )
Non-Operating Income/(Expense)
Gain/(Loss) on currency exchange 44,193 (10,680 ) 49,781 (22,159 )
Loss on disposal of fixed assets, net (300 )
Interest income, net 78,951 213,999 152,130 251,186
TOTAL OTHER INCOME 123,144 203,319 201,911 228,727
LOSS BEFORE INCOME TAXES (189,511 ) (988,715 ) (1,355,749 ) (2,924,673 )
Income Tax Expense (17,356) (17,356)
NET LOSS $ (206,867 ) $ (988,715 ) $ (1,373,105 ) $ (2,924,673 )
NET LOSS PER SHARE
Basic & Diluted $ (0.00 ) $ (0.02 ) $ (0.03 ) $ (0.06 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic & Diluted 46,193,709 45,811,373 46,088,353 45,761,799
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KORU MEDICAL SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

For theSix Months Ended
June 30,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (1,373,105 ) $ (2,924,673 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense and warrant expense 1,113,334 1,314,384
Depreciation and amortization 426,844 449,233
Loss on disposal of fixed assets 300
Non-cash lease adjustments (10,994 )
Changes in operating assets and liabilities:
Accounts receivable 791,679 (1,800,871 )
Inventory (1,144,174 ) 892,551
Prepaid expenses and other assets 379,330 774,313
Other liabilities 74,833 (64,731 )
Accounts payable (555,430 ) 620,498
Accrued payroll and related taxes (122,459 ) (18,691 )
Accrued expenses (288,659 ) 433,296
NET CASH USED IN OPERATING ACTIVITIES (697,807 ) (335,385 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (472,252 ) (257,367 )
Purchases of intangible assets (3,400 ) (24,216 )
NET CASH USED IN INVESTING ACTIVITIES (475,652 ) (281,583 )
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on insurance finance indebtedness (271,152 ) (314,344 )
Payments on finance lease liability (54,084 ) (53,995 )
Payments for taxes related to net share settlement of equity awards (27,536 ) (38,932 )
NET CASH USED IN FINANCING ACTIVITIES (352,772 ) (407,271 )
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,526,231 ) (1,024,239 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,580,947 11,482,240
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,054,716 $ 10,458,001
Supplemental Information
Cash paid during the periods for:
Interest $ 7,563 $ 20,491
Income taxes $ 17,356 $
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KORU MEDICAL SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Three and Six Months Ended June 30, 2025

Additional Total
Common Stock Paid-in Accumulated Treasury Stockholders’
Shares Amount Capital Deficit Stock Equity
BALANCE, DECEMBER 31, 2024 49,377,617 $ 493,776 $ 49,581,303 $ (29,378,906 ) $ (3,882,494 ) $ 16,813,679
Issuance of stock-based compensation 183,881 1,839 95,661 97,500
Compensation expense related to stock options 359,197 359,197
Compensation related to restricted stock 227,860 227,860
Issuance of warrants 13,032 13,032
Net loss (1,166,237 ) (1,166,237 )
BALANCE, MARCH 31, 2025 49,561,498 $ 495,615 $ 50,277,053 $ (30,545,143 ) $ (3,882,494 ) $ 16,345,031
Issuance of stock-based compensation 93,961 940 96,560 97,500
Compensation expense related to stock options 147,944 147,944
Compensation related to restricted stock 142,766 142,766
Net loss (206,867 ) (206,867 )
BALANCE, JUNE 30, 2025 49,655,459 $ 496,555 $ 50,664,323 $ (30,752,010 ) $ (3,882,494 ) $ 16,526,374

Three and Six Months Ended June 30, 2024

Additional Total
Common Stock Paid-in Retained Treasury Stockholders’
Shares Amount Capital Deficit Stock Equity
BALANCE, DECEMBER 31, 2023 49,089,864 $ 490,899 $ 47,018,707 $ (23,312,273 ) $ (3,843,562 ) $ 20,353,771
Issuance of stock-based compensation 53,725 537 123,267 123,804
Compensation expense related to stock options 393,113 393,113
Compensation related to restricted stock 130,676 130,676
Issuance of warrants 52,125 52,125
Net loss (1,935,958 ) (1,935,958 )
BALANCE, MARCH 31, 2024 49,143,589 $ 491,436 $ 47,717,888 $ (25,248,231 ) $ (3,843,562 ) $ 19,117,531
Issuance of stock-based compensation 41,138 411 136,020 (38,932 ) 97,500
Compensation expense related to stock options 401,218 401,218
Compensation related to restricted stock 55,061 551 63,434 63,984
Issuance of warrants 13,032 13,032
Net loss (988,715 ) (988,715 )
BALANCE, JUNE 30, 2024 49,239,788 $ 492,398 $ 48,331,591 $ (26,236,946 ) $ (3,882,493 ) $ 18,704,550
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KORU MEDICAL SYSTEMS, INC.

SUPPLEMENTAL INFORMATION

(UNAUDITED)

A reconciliation of our non-GAAP measures is below:

Three Months Ended Six Months Ended
Reconciliation of GAAP Net (Loss) June 30, June 30,
to Non-GAAP Adjusted EBITDA: 2025 2024 2025 2024
GAAP Net Loss $ (206,867 ) $ (988,715 ) $ (1,373,105 ) $ (2,924,673 )
Reorganization Charges 99,329
Depreciation and Amortization 209,487 217,864 426,844 449,233
Interest (Income)/Expense, Net (78,951 ) (213,999 ) (152,130 ) (251,186 )
Stock-based Compensation Expense 415,744 614,666 1,113,334 1,314,384
Non-GAAP Adjusted EBITDA $ 339,413 $ (370,184 ) $ 14,943 $ (1,312,913 )
Weighted average number of common shares 46,193,709 45,811,373 46,088,353 45,761,799
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- --- --- --- ---
Reconciliation of Reported Diluted EPS June 30, June 30,
to Non-GAAP Adjusted Diluted EPS: 2025 2024 2025 2024
Reported Diluted Earnings Per Share $ 0.00 $ (0.02 ) $ (0.03 ) $ (0.06 )
Depreciation and Amortization 0.00 0.00 0.01 0.01
Stock-based Compensation Expense 0.01 0.01 0.02 0.03
Non-GAAP Adjusted Diluted Earnings Per Share $ 0.01 $ (0.01 ) $ 0.00 $ (0.02 )

*Numbers presented are rounded to thenearest whole cent

Reorganization Charges. We have excluded the effect of reorganization charges in calculating our non-GAAP measures. In 2024 we incurred severance expenses related to corporate reorganization, which we would not have otherwise incurred in periods presented as part of continuing operations.

Stock-based Compensation Expense. We have excluded the effect of stock-based compensation expense in calculating our non-GAAP measures. We record non-cash compensation expenses related to grants of equity-based awards for executives, employees, consultants, and directors. Depending upon the size, timing and the terms of the grants, the non-cash compensation expense may vary significantly but is expected to recur in future periods.

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