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DarioHealth Corp.

For the period ended Mar 31, 2026. Filed May 13, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 13, 2026

DRIO$2.38-12.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001104659-25-110730

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001104659-26-059676

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 102 previous paragraphs and 77 current paragraphs.

31 unchanged; 30 reworded; 15 added; 38 removed; 3 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

Revenues for the three months ended March 31, 2026 amounted to $5,584, compared to revenues of $6,752 during the three months ended March 31, 2025, representing a decrease of 17.3%. The decrease in revenues was primarily attributable to a non-recurring revenue from a pharmaceutical partner recognized in the prior-year period. These declines were partially offset by growth in revenues from channel partners and an increase in direct-to-consumer sales.

Current report

Our research and development expenses decreased by $1,723, or 41.9%, to $2,385 for the three months ended March 31, 2026, compared to $4,108 for the three months ended March 31, 2025. The decreasein research and development expenseswas mainly due toefficiencies and post-merger activities, resulting in a decrease inpayroll expenses, subcontractors and consulting and stock-based compensation expenses partially offset by the impact of foreign currency fluctuations resulting from the strengthening of the New Israeli Shekel (“NIS”) against the U.S. dollar, as certain expenses are denominated in NIS. Our research and development expenses, excluding stock-based compensation and depreciation, for the three months ended March 31, 2026 were $2,261 compared to $3,542 for the three months ended March 31, 2025.

Current report

Our general and administrative expenses decreased by $84, or 2.5%, to $3,226 for the three months ended March 31, 2026, compared to $3,310 for the three months ended March 31, 2025. The decrease was mainly due to lower expenses

Current report

relates to corporate activities such as investor relations, and insurance expenses, and lower accounting and legal fees which were partially offset by an increase in stock-based compensation expensesand the impact of foreign currency fluctuations resulting from the strengthening of the (“NIS”) against the U.S. dollar, as certain expenses are denominated in NIS. Our general and administrative expenses, excluding stock-based compensation, share-based payments and depreciation, for the three months ended March 31, 2026 were $2,002 compared to $2,304 for the three months ended March 31, 2025, a decrease of $302.

Current report

Our financial expenses (income), net for the three months ended March 31, 2026 were $883, compared to $(204) for the three months ended March 31, 2025. The decrease in our financial income was mainly due to financial income resulting from the revaluation of pre-funded warrants in the first quarter of 2025 which were fully exercised in February 2026.

Current report

Income tax expenses were $57 for the three months ended March 31, 2026, compared to $22 for the three months ended March 31, 2025. Income tax expenses for the three months ended March 31, 2026 were primarily comprised of sales tax and state tax.

Current report

Net loss decreased by $978, or 10.6%, to $8,249 for the three months ended March 31, 2026, compared to a net loss of $9,227 for the three months ended March 31, 2025. The decrease in net loss was mainly due to decrease in operating expenses.

Current report

On March 30, 2026, we entered into the Sales Agreement with A.G.P./Alliance Global Partners, pursuant to which we may offer and sell, from time to time, up to an aggregate of $20.0 million of shares of our common stock under the ATM Program. Sales of shares under the Sales Agreement, if any, may be made by any method permitted by law that is deemed to be an “at the market offering” under Rule 415(a)(4) under the Securities Act, or in negotiated transactions or as principal pursuant to a separate terms agreement. We have no obligation to sell any shares under the ATM Program and may suspend offers thereunder or terminate the Sales Agreement at any time, subject to its terms.

Current report

We intend to use any net proceeds from the ATM Program for commercial, sales and marketing activities, research and development, potential mergers and acquisitions, repayment of outstanding indebtedness and related interest under the Callodine Loan Facility, and for general corporate and working capital purposes.

Current report

The Sales Agreement provides that the Agent is entitled to a commission of 3.0% of the gross sales price of shares sold under the ATM Program. We have also agreed to reimburse certain reasonable and documented expenses of the Agent, including legal fees and other customary expenses, subject to specified caps. The Sales Agreement contains customary representations, warranties, covenants, indemnification obligations and termination provisions.

Current report

As of March 31, 2026, no shares had been sold under the ATM Program. Subsequent to March 31, 2026 and through the date of this Quarterly Report on Form 10-Q, we sold an aggregate of 7,252 shares under the ATM Program for gross proceeds of approximately $54 and net proceeds of approximately $53, after deducting commissions and offering expenses.

Current report

As such, we have a significant present need for capital. If we are unable to scale up our commercial launch of our products or meet our commercial sales targets (or if we are unable to generate any revenue at all), and if we are unable to obtain additional capital resources in the near term, we may be unable to continue activities absent material alterations in our business plans and our business might fail.

Current report

Based on the Company's updated cash flow projections as of the date of these financial statements, and the conditions noted above, we believe that our current cash on hand will not be sufficient to fund our projected operating requirements for a period of one year from the issuance of these financial statements. These conditions raise substantial doubt about our ability to continue as a going concern.
Removed paragraphs (38)

Previous report

On September 3, 2025, we issued a shareholder update highlighting continued progress across our multi-condition digital health platform and expanding commercial momentum. Currently, our leadership is focused on five chronic conditions - diabetes, hypertension, weight management, musculoskeletal, and behavioral health within a single, unified platform. Over 70% of our commercial pipeline and 80% of our new contracts are for multi-condition programs, reflecting growing demand for integrated, value-based digital health solutions.

Previous report

We have added 45 new accounts year-to-date in 2025, surpassing our annual goal of 40 new accounts expected in 2025.

Previous report

During the third quarter of 2025, we announced the addition of ten new self-insured employer contracts, including the largest employer client in our history, collectively representing approximately 107,000 covered lives. All five programs launched during the second and third quarters of 2025 and include our full cardiometabolic suite for diabetes, hypertension, and prediabetes management.

Previous report

In October 2025, we announced the addition of six new employer clients across multiple industries, representing tens of thousands of newly covered employees. Several of the agreements incorporate milestone-based, value-based pricing frameworks that tie payments to member engagement and clinical outcomes, supporting our continued expansion and leadership in value-based digital health solutions.

Previous report

On August 28, 2025, we announced a reverse stock split of our outstanding shares of Common Stock at a ratio of twenty -for- one (the “Reverse Stock Split”). The Reverse Stock Split, which was approved by our board of directors under authority granted by our stockholders at our 2025 Annual Meeting of Stockholders held on July 23, 2025, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on August 25, 2025 (the “Certificate of Amendment”). The Reverse Stock Split took effect on August 28, 2025. The Reverse Stock Split had no impact on our authorized shares, which remained 400,000,000 shares of Common Stock. No fractional shares were issued as a result of the Reverse Stock Split as any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share on a per stockholder basis.

Previous report

On September 12, 2025, the Company received a letter from the listing qualifications staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying us that the Staff has determined that for the last 10 consecutive business days, from August 28, 2025 to September 11, 2025, the closing bid price of our Common Stock had been at $1.00 per share or greater and that accordingly, we have regained compliance with Nasdaq Listing Rule 5550(a)(2) and the matter is now closed.

Previous report

On September 22, 2025, we entered into securities purchase agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of 1,154,420 shares of Common Stock and pre-funded warrants to purchase up to 1,558,760 shares of Common Stock, at a purchase price of $6.45 per share and $6.45 per pre-funded warrant. As a result of the purchase agreements, the aggregate gross proceeds to us were approximately $17,500. The closing of the Offering occurred on September 23, 2025.

Previous report

Strategic Review Following Multiple Unsolicited Inbound Expressions of Interest

Previous report

On September 25, 2025, we announced that our board of directors has initiated a comprehensive strategic review to maximize shareholder value following multiple unsolicited inbound strategic inquiries from interested parties. In relation to this review, our board of directors has established a special committee (the "Special Committee") of independent directors and engaged Perella Weinberg Partners as financial advisor. The Special Committee will consider a full range of potential opportunities including a sale, merger, strategic business combination, or continued execution of our strategy.

Previous report

Strategic Collaboration to Enhance Fall Risk Prevention and Mobility Insights

Previous report

On October 6, 2025, we announced a strategic collaboration with OneStep, a U.S. Food and Drug Administration (“FDA”) -listed digital health company that delivers clinical-grade gait and mobility analysis using only a smartphone. The collaboration expands our multi-condition digital health platform with advanced fall-risk assessment and prevention capabilities designed to support high-risk populations, including individuals with obesity and Medicare Advantage members experiencing frailty and balance challenges.

Previous report

Revenues for the three and nine months ended September 30, 2025 amounted to $5,007 and $17,128, respectively, compared to revenues of $7,423 and $19,436, respectively, during the three and nine months ended September 30, 2024, representing a decrease of 32.5% and 11.9%, respectively. The decrease in revenues for the three months and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, resulted primarily from a non-renewal of one customer acquired through the Twill acquisition.

Previous report

Our research and development expenses decreased by $2,118, or 38.9%, to $3,328 for the three months ended September 30, 2025, compared to $5,446 for the three months ended September 30, 2024, and decreased by $7,741, or 41.0%, to $11,157 for the nine months ended September 30, 2025, compared to $18,898 for the nine months ended September 30, 2024. The decrease in research and development expenses was mainly due to efficiency and post Twill

Previous report

merger integration activities resulting in a decrease in payroll expenses, stock-based compensation and subcontractors and consulting expenses. Our research and development expenses, excluding stock-based compensation and depreciation, for the three and nine months ended September 30, 2025, were $2,909 and $9,697, respectively, compared to $4,635 and $16,400, respectively, for the three and nine months ended September 30, 2024, a decrease of $1,726 and $6,703, respectively. The decrease in research and development expenses, excluding stock-based compensation and depreciation was mainly due to efficiency and post merger integration activities resulting in a decrease in payroll, and subcontractors and consulting expenses.

Previous report

Our general and administrative expenses increased by $839, or 22.5%, to $4,567 for the three months ended September 30, 2025, compared to $3,728 for the three months ended September 30, 2024, and decreased by $4,379, or 28.3%, to $11,089 for the nine months ended September 30, 2025, compared to $15,468 for the nine months ended September 30, 2024. The increase in general and administrative expenses for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, resulted mainly from share-based compensation expenses. The decrease in general and administrative expenses for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, resulted mainly from share based compensation expenses, subcontractors and consulting expenses, and legal and accounting expenses specifically expenses that were related to Twill’s acquisition on February 15, 2024. Our general and administrative expenses, excluding stock-based compensation, depreciation, and acquisition related costs for the three and nine months ended September 30, 2025, were $2,550 and $7,047 compared to $2,614 and $7,757 for the three and nine months ended September 30, 2024, a decrease of $64 and $710, respectively. The decrease in general and administrative expenses, excluding stock-based compensation, depreciation, and acquisition related costs for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, resulted mainly due to the decrease in subcontractors and consulting expenses, and legal and accounting expenses specifically expenses that were related to Twill’s acquisition on February 15, 2024.

Previous report

Our financial expenses, net for the three months ended September 30, 2025, were $982, representing an increase of $669, compared to financial expenses, net of $313 for the three months ended September 30, 2024. Our financial expenses, net for the nine months ended September 30, 2025, were $4,568, representing an increase of $15,522, compared to financial income, net of $10,954 for the nine months ended September 30, 2024. The increase in our financial expenses, net, was mainly due to revaluation of pre-funded warrants issued in the first quarter of 2024, which are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of comprehensive loss.

Previous report

Income tax expenses were $0 and $22 for the three and nine months ended September 30, 2025, as compared to income from taxes of $13 and $2,007 for the three and nine months ended September 30, 2024. The increase in our income tax expenses was due to a reduction in the valuation allowance for deferred tax liability that resulted from the acquisition of Twill in 2024.

Previous report

Net loss decreased by $1,864, or 15.1%, to $10,466 for the three months ended September 30, 2025, compared to a net loss of $12,330 for the three months ended September 30, 2024, and decreased by $432, or 1.3%, to $32,683 for the nine months ended September 30, 2025, compared to a net loss of $33,115 for the nine months ended September 30, 2024. The decrease in net loss for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, was mainly due to the decrease in our operating expenses for the three and nine months ended September 30, 2025.

Previous report

of the non-cash impact on our (U.S. GAAP) unaudited condensed consolidated statement of operations of the revaluation of the warrants and the expense related to stock-based compensation, each as discussed herein above.

Previous report

On January 7, 2025, we entered into securities purchase agreements (each, a “Series D Purchase Agreement”) with accredited investors relating to an offering (the “Series D Offering”) and the sale of an aggregate of (i) 4,950 shares of newly designated Series D-2 Preferred Stock (the “Series D-2 Preferred Stock”), and (ii) 1,850 shares of Series D-3 Preferred Stock (the “Series D-3 Preferred Stock”), at a purchase price of $1,000 for each share of preferred stock. As a result of the sale of the preferred stock, the aggregate gross proceeds we received from the Series D Offering are approximately $6,800. The closing of the Series D-2 Preferred Stock, and Series D-3 Preferred Stock occurred on January 14, 2025. The conversion of the preferred stock was subject to stockholder approval. In addition, the preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the 12-month anniversary of the issuance date. The holders of preferred stock will also be entitled to dividends equal to a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four quarters from the Closing Date, all issuable upon conversion of the preferred stock.

Previous report

On April 28, 2025, we held a special meeting of stockholders in which the stockholders approved the (A) the issuance of shares of our Common Stock, in excess of 20% of our issued and outstanding shares of Common Stock, upon: (i) the conversion of 25,605 shares of our Series D, D-1, D-2 and D-3 Preferred Stock into an aggregate of 33,956,850 shares of Common Stock, which were issued pursuant to private placement transactions that closed on December 18, 2024 and January 14, 2025 (the “Private Placements”), (ii) the issuance of up to 13,582,740 shares of Common Stock issuable as dividends to the Series D, D-1, D-2 and D-3 Preferred Stock; and (iii) the issuance of up to 4,175,070 shares of Common Stock issuable as share consideration provided under the Lock Up Agreements; and (B) (i) reduce the exercise price of certain warrants to purchase 584,882 shares of Common Stock issued to Avenue Venture Opportunities Fund II, L.P. and Avenue Venture Opportunities Fund, L.P. (collectively “Avenue”) to $0.7208 per share, and (ii) to permit the conversion of up to two million dollars of the principal amount of the loan issued by Avenue to us at a conversion price of $0.8650 per share.

Previous report

On May 20, 2025, we filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C Preferred Stock (the “Series C Certificate of Designation”), an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-1 Preferred Stock (the “Series C-1 Certificate of Designation”), and an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of the Company’s Series C-2 Preferred Stock (the “Series C-2 Certificate of Designation”, collectively with the Series C Certificate of Designation and the Series C-1 Certificate of Designation, the “Series C Certificates of Designation”), all with the Secretary of State of the State of Delaware. The Series C Certificates of Designation were amended to extend the mandatory conversion period from fifteen (15) to twenty-four (24) months from the original issue date. We will issue a dividend equal to fifteen percent (15%) of the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock, Series C-1 Preferred Stock and/or Series C-2 Preferred Stock then held by such holder for each full quarter anniversary of holding following the filing of the Series C Certificates of Designation with the Secretary of State of the State of Delaware.

Previous report

On September 18, 2025, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of our board of directors, we filed an Amended and Restated Series A-1 Certificate of Designation, an Amended and Restated Series C Certificates of Designation, an Amended and Restated Series D Certificates of Designation, all with the Secretary of State of the State of Delaware. The Series C Certificates of Designation and Series D Certificates of Designation were amended to accelerate the mandatory conversion period of all outstanding shares of each such series into shares of the Company’s common stock, or at each holder’s election in pre-funded warrants, effective as of September 18, 2025. The Series A-1 Certificate of Designation was amended to provide holders with the option to receive pre-funded warrants in lieu of common stock.

Previous report

On September 25, 2025, upon obtaining the vote of a majority of the holders of the relevant classes of preferred stock and the approval of our board of directors, we filed an Amended and Restated Series C-1 Certificate of Designation with the Secretary of State of the State of Delaware. The Series C-1 Certificate of Designation was amended to accelerate the mandatory conversion period of all outstanding shares of such series into shares of the Company’s common stock, or at each holder’s election in pre-funded warrants, effective as of September 25, 2025.

Previous report

In connection with such mandatory conversion, each holder of preferred stock also received all accrued and unpaid dividends, including any dividend shares or payment-in-kind shares, in addition to the conversion shares issuable upon conversion, subject to certain beneficial ownership blockers.

Previous report

The filings of the Series A-1 Certificate of Designation, the Series C Certificates of Designation and the Series D Certificates of Designation were intended to amend and restate the terms mentioned above, and no additional securities were issued or sold as a result.

Previous report

In September 2025, all outstanding shares of Series C, C-1 and C-2 Preferred Stock, totaling 20,957 shares, were converted into 982,845 shares of Common Stock, and as of September 30, 2025, no Series C, C-1 and C-2 Preferred Stock remains outstanding.

Previous report

In September 2025, all outstanding shares of Series D, D-1, D-2 and D-3 Preferred Stock, totaling 25,605 shares, were converted into 1,600,043 and 776,719 shares of common stock and pre-funded warrants, respectively, and as of September 30, 2025, no shares of Series D, D-1, D-2 and D-3 Preferred Stock remains outstanding.

Previous report

In September 2025, all outstanding shares of Series A-1 Preferred Stock and B-1 Preferred Stock, totaling 1,882 and 4,946 shares, were converted into 43,803 and 114,974 shares of common stock, respectively, and as of September 30, 2025, no shares of Series A-1 Preferred Stock and B-1 Preferred Stock remains outstanding.

Previous report

On September 22, 2025, we entered into securities purchase agreements (each, a “Purchase Agreement”) with accredited investors relating to an offering (the “September 2025 Offering”) and the sale of an aggregate of 1,154,420 shares of common stock (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,558,760 shares of common stock (the “Pre-Funded Warrant Shares”), at a purchase price of $6.45 per share and $6.45

Previous report

per Pre-Funded Warrant. As a result of the Purchase Agreements, the aggregate gross proceeds to us were approximately $17,500. The closing of the Offering took place on September 23, 2025.

Previous report

The Pre-Funded Warrants are exercisable immediately upon issuance and remain exercisable until exercised in full. The Purchase Agreements contain representations and warranties that the parties made to the others in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. In addition, pursuant to the terms of the Purchase Agreements, we have filed a registration statement to register the Shares and the Pre-Funded Warrant Shares on October 20, 2025. The provisions of such agreements, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to that agreement. Rather, investors and the public should look to other disclosures contained in our filings with the U.S. Securities and Exchange Commission.
Reworded paragraphs (30)

Previous wording

We are a leading global digital health company with a mission to power the behavior changes that drive better health. We are committed to transforming healthcare by delivering a comprehensive and highly engaging whole-person health platform, which enables us to create a future where healthy change is effortless and accessible to all.

Current wording

We are a vertically integrated health intelligence platform with a mission to power the behavior changes that drive better health. Unlike software-only digital health platforms, Dario owns the complete chain of value in chronic care management - connected FDA-cleared hardware devices that generate continuous physiological data, AI built on that proprietary data, and a behavior change and coaching layer validated through over 100 peer-reviewed clinical studies. We are committed to transforming healthcare by delivering a comprehensive and highly engaging whole-person health platform, which enables us to create a future where healthy change is effortless and accessible to all.

Previous wording

At the core of our mission and vision is engagement. We believe that most existing digital health solutions in the market fail to deliver improved health outcomes because users are not engaged due to a lack relevance, personalization, consumerization, and longitudinal data and information. We, and our acquired companies, first commercialized our digital behavioral health products in the direct-to-consumer (“D2C”) marketplace, and we continue to use the D2C marketplace as a sandbox and laboratory to innovation. These consumers pay for these digital health products out of their own pockets and are therefore the most value driven among all healthcare consumers. These consumers demanded that we deliver highly engaging user experiences that deliver strong clinical health outcomes for which consumers will pay. The bottom line is that if users are not engaged in digital solutions over a long period of time, they cannot change their behavior and they cannot get healthier – we first deliver engagement followed by sustained behavior change that then leads to measurable health outcomes and improvement. We believe that our D2C marketplace roots and continued focus delivers better user experiences, longer sustained engagement, stronger clinical outcomes, at the most affordable prices, that then delivers the highest return on investment (“ROI”) in the industry.

Current wording

At the core of our mission and vision is engagement. We believe that most existing digital health solutions in the market fail to deliver improved health outcomes because users are not engaged due to a lack of relevance, personalization, consumerization, and longitudinal data and information. We, and our acquired companies, first commercialized our digital behavioral health products in the direct-to-consumer ("D2C") marketplace, and we continue to use the D2C marketplace as a sandbox and laboratory for innovation. These consumers pay for these digital health products out of their own pockets and are therefore the most value-driven among all healthcare consumers. These consumers demanded that we deliver highly engaging user experiences that deliver strong clinical health outcomes for which consumers will pay. The bottom line is that if users are not engaged in digital solutions over a long period of time, they cannot change their behavior and they cannot get healthier - we first deliver engagement followed by sustained behavior change that then leads to measurable health outcomes and improvement. We believe that our D2C marketplace roots and continued focus delivers better user experiences, longer sustained engagement, stronger clinical outcomes, at the most affordable prices, that then delivers the highest return on investment ("ROI") in the industry.

Previous wording

We have created our whole-person healthcare solution through both organic development and acquisitions of leading companies across several therapeutic areas. As a digital health consolidation leader, we have acquired companies to develop and deliver the most engaging whole-person health platform in the market to empower individuals to achieve

Current wording

We have created our whole-person healthcare solution through both organic development and acquisitions of leading companies across several therapeutic areas. As a digital health consolidation leader, we have acquired companies that have spent over a decade and nearly $525 million, in combination with our own investment, to develop and deliver the most engaging whole-person health platform in the market to empower individuals to achieve their optimal health through data-driven, precision AI personalized care solutions that integrate the management of physical and mental health needs.

Previous wording

With our whole-person digital health platform, we address a broad range of health needs, including chronic condition management (e.g., diabetes, hypertension, obesity, and musculoskeletal issues), behavioral health (e.g., stress, anxiety, and depression), and preventive care. By integrating digital therapeutics and well-being solutions with real-time data monitoring and access to professional care teams, we ensure an AI driven adaptive and continuous care experience that combines digital self-care, with virtual coaching, and virtual clinical care. As of 2024, our eligible user base spans millions of individuals worldwide, supported by partnerships with employers, health plans, pharmaceutical companies, and providers aiming to deliver instant access to the highest quality and most effective self-care and virtual human care that delivers the optimal level of clinical utilization to ensure the best value and outcomes to our users and customers.

Current wording

With our whole-person digital health platform, we address a broad range of health needs, including chronic condition management (e.g., diabetes, hypertension, obesity, and musculoskeletal issues), behavioral health (e.g., stress, anxiety, and depression), and preventive care. By integrating digital therapeutics and well-being solutions with real-time data monitoring and access to professional care teams, we ensure an AI-driven adaptive and continuous care experience that combines digital self-care with virtual coaching and virtual clinical care. As of 2025, our eligible user base spans millions of individuals worldwide, supported by partnerships with employers, health plans, pharmaceutical companies, and providers.

Previous wording

We serve four primary market segments that drive our business model. Our historic roots, as well as those of our largest acquisition, Twill, Inc. (“Twill”), began in the D2C market, which has forced us to create what we consider the industry’s most engaging and effective self-care whole-person digital health solutions; and we continue to operate in the D2C market in the U.S. by providing our chronic condition management and patient engagement solutions across many different health conditions. In addition, we use the D2C market as an innovation laboratory to develop and test new features and benefits to ensure that these innovations meet our high engagement and outcomes standards before deploying them in the business-to-business (“B2B”) market. From our D2C origins, Dario and Twill expanded into similar B2B market segments over the past seven years such that these market segments now represent the majority of our current revenues. These B2B market segments include medium-to-large employers, national and regional health plans, and global pharmaceutical companies.

Current wording

We serve four primary market segments that drive our business model. Our historic roots, as well as those of our largest acquisition, Twill, Inc. ("Twill"), began in the D2C market. We continue to operate in the D2C market in the U.S. and select international markets and use it as an innovation laboratory. From our D2C origins, Dario and Twill expanded into B2B market segments such that these market segments now represent three-fourths of our current revenues. These B2B market segments include medium-to-large employers, national and regional health plans, and global pharmaceutical companies.

Previous wording

Our medium-to-large employer market segment is focused on employers with over 1,000 employees and currently includes three of the five largest global technology companies and one of the two largest employers in the United States. We seek to provide solutions to their employees that address the primary areas of health condition focus on by employers for meaningful costs savings that can deliver high and sustainable returns on investment, which can exceed 5:1. In this market segment, we go to market through a direct sales force, consultants, brokers, and channel partners that sell our solutions to their health plan and employer customers.

Current wording

Our medium-to-large employer market segment is focused on employers with over 1,000 employees. We go to market through a direct sales force, consultants, brokers, and channel partners.

Previous wording

Our health plan customers include five of the nation’s largest organizations where we provide our solutions to their members both nationally and regionally. We have particularly specialized in providing its behavioral health offering to Medicare and Medicaid members, where we have established itself as the most engaging and effective solutions among these demographics. We are now leveraging this Medicare and Medicaid behavioral health specialty to expand access to its other chronic condition solutions to these populations. We go to market primarily through our own sales force and partners with large national health plans and other channel partners.

Current wording

Our health plan customers include five of the nation's largest organizations where we provide our solutions to their members both nationally and regionally. We have specialized in providing our behavioral health offering to Medicare and Medicaid members.

Previous wording

In 2018, Twill began to expand its offering to pharmaceutical companies, and in 2022 we entered into our first pharmaceutical company partnership. We now deliver these combined capabilities on our engagement platform to the pharmaceutical industry to provide three value propositions: 1) Top of the Funnel education and awareness to help companies find new patients for their treatments, 2) Mental and physical health support to improve medication adherence, persistence, and compliance, 3) Patient journey data analytics to better understand and target patients to get the right therapy to the right patient at the right time. We have provided our engagement platform services to a dozen global pharmaceutical companies across nearly as many medical conditions. We have a dedicated team with many years of experience selling into the pharmaceutical industry.

Current wording

We have provided our engagement platform services to a dozen global pharmaceutical companies across nearly as many medical conditions, delivering three value propositions: (1) Top of the Funnel education and awareness to help companies find new patients for their treatments, (2) Mental and physical health support to improve medication adherence, persistence, and compliance, and (3) Patient journey data analytics.

Previous wording

Comparison of the three and nine months ended September 30, 2025 and September 30, 2024 (dollar amounts in thousands)

Current wording

Comparison of the Three Months Ended March 31, 2026 and March 31, 2025 (dollar amounts in thousands)

Previous wording

During the three and nine months ended September 30, 2025, we recorded costs related to revenues in the amount of $1,992 and $7,267, respectively, compared to costs related to revenues of $3,546 and $10,371, respectively, during the three and nine months ended September 30, 2024, representing a decrease of 43.8% and 29.9%, respectively. The decrease in cost of revenues in the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, was mainly a result of the decrease in amortization of technology, hardware and consumables and decrease in hosting servers costs, which were partially offset by allocation of payroll related expenses recorded in the cost of revenues.

Current wording

During the three months ended March 31, 2026, we recorded costs related to revenues in the amount of $2,384, compared to $2,870 during the three months ended March 31, 2025, representing a decrease of 16.9%. The decrease was primarily driven by lower amortization of technology and lower hosting and server expenses, which were partially offset by higher hardware and consumables expenses recorded in the cost of revenues.

Previous wording

Gross profit for the three and nine months ended September 30, 2025, amounted to $3,015 (60.2% of revenues) and $9,861 (57.6% of revenues), respectively, compared to $3,877 (52.2% of revenues) and $9,065 (46.6% of revenues), respectively, during the three and nine months ended September 30, 2024. The increase in gross profit as a percentage of revenues for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, resulted mainly lower amortization of technology, hardware and consumables and hosting servers expense. The increase in gross profit as a percentage of revenues for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, resulted mainly from lower amortization of technology, hardware and consumables and hosting servers expense. Gross profit for the three and nine months ended September 30, 2025, excluding amortization of acquired technology, stock-based compensation and depreciation was $3,213 (64.2% of revenues) and $11,412 (66.6% of revenues) compared to $5,229 (70.4% of revenues) and $12,854 (66.1% of revenues) during the three and nine months ended September 30, 2024.

Current wording

Gross profit for the three months ended March 31, 2026 amounted to $3,200 (57.3% of revenues), compared to $3,882 (57.5% of revenues) during the three months ended March 31, 2025. The decrease in gross profit as a percentage of revenue for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, resulted mainly from the decrease in revenue and higher hardware and consumables expenses which were partially offset by lower amortization of technology and lower hosting and server expenses. Gross profit for the three months ended March 31, 2026, excluding amortization of acquired technology, stock-based compensation and depreciation, was $3,385 (60.6% of revenues) compared to $4,782 (70.8% of revenues) during the three months ended March 31, 2025.

Previous wording

Research and development expenses consist mainly of employees’ salaries and related overhead costs involved in research and development activities, expenses related to: (i) our solutions including our Diabetes Management, musculoskeletal (MSK), and our digital behavioral health solutions, (ii) labor, stock-based compensation contractors and engineering expenses, (iii) depreciation and maintenance fees related to equipment and software tools used in research and development and (iv) facilities expenses associated with and allocated to research and development activities.

Current wording

Research and development expenses consist mainly of employees' salaries and related overhead costs involved in research and development activities, expenses related to (i) our solutions (ii) labor, stock-based compensation, contractors and engineering expenses, (iii) depreciation and maintenance fees related to equipment and software tools used in research and development, and (iv) facilities expenses associated with and allocated to research and development activities.

Previous wording

Our sales and marketing expenses decreased by $2,129, or 31.6%, to $4,604 for the three months ended September 30, 2025, compared to $6,733 for the three months ended September 30, 2024, and decreased by $5,067, or 24.4%, to $15,708 for the nine months ended September 30, 2025, compared to $20,775 for the nine months ended September 30, 2024. The decrease in sales and marketing expenses was mainly a result of lower payroll-related expenses, and stock-based compensation expenses, partially offset by an increase in subcontractors and consulting expenses. Our sales and marketing expenses, excluding stock-based compensation, depreciation and amortization for the three and nine months ended September 30, 2025, were $3,741 and $12,829 compared to $5,096 and $15,562 for the three and nine months ended September 30, 2024, a decrease of $1,355 and $2,733, respectively. The decrease in sales and marketing expenses, excluding stock-based compensation, depreciation and amortization was primarily driven by lower payroll-related expenses resulting from post-merger integration activities and a reduction in headcount.

Current wording

Our sales and marketing expenses decreased by $975, or 16.6%, to $4,898 for the three months ended March 31, 2026, compared to $5,873 for the three months ended March 31, 2025. The decrease was mainly a result of lower payroll expenses, lower stock-based compensation, partially offset by an increase in digital marketing expenses. Our sales and marketing expenses, excluding stock-based compensation, depreciation and amortization, for the three months ended March 31, 2026 were $4,466 compared to $4,747 for the three months ended March 31, 2025, a decrease of $281.

Previous wording

Sales and marketing expenses consist mainly of employees’ salaries and related overhead costs, stock-based compensation, depreciation of customer relationship intangible asset, online marketing campaigns of our service offering, trade show expenses and marketing consultants and subcontractors.

Current wording

Sales and marketing expenses consist mainly of employees' salaries and related overhead costs, stock-based compensation, depreciation of customer relationship intangible asset, digital marketing campaigns, trade show expenses, and marketing consultants and subcontractors.

Previous wording

Our general and administrative expenses consist mainly of employees’ salaries and related overhead costs, stock-based compensation, insurance costs, legal and accounting fees, acquisition related costs, expenses related to investor relations.

Current wording

Our general and administrative expenses consist mainly of employees' salaries and related overhead costs, stock-based compensation, insurance costs, legal and accounting fees, acquisition-related costs, and expenses related to investor relations.

Previous wording

Financial income, net primarily consists of credit facility interest expense, interest income from cash balances, revaluation of warrants and pre-funded warrants, revaluation of long-term loan, bank charges, lease liability and foreign currency translation differences.

Current wording

Financial income, net primarily consists of credit facility interest expense, interest income from cash balances, revaluation of warrants and pre-funded warrants, bank charges, lease liability and foreign currency translation differences.

Previous wording

The factors described above resulted in net loss attributable to common stockholders for the three and nine months ended September 30, 2025, amounted to $18,855 and $51,483, compared to net loss attributable to common stockholders of $14,608 and $28,721 for the three and nine months ended September 30, 2024.

Current wording

The factors described above resulted in net loss attributable to common stockholders for the three months ended March 31, 2026 of $8,249, compared to net loss attributable to common stockholders of $14,066 for the three months ended March 31, 2025.

Previous wording

To supplement our unaudited condensed consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) within this Quarterly Report on Form 10-Q, management provides certain non-GAAP financial measures (“NGFM”) of the Company’s financial results, including such amounts captioned: “Non-GAAP Adjusted Loss”, as presented herein below. Importantly, we note the NGFM measures captioned “Non-GAAP Adjusted Loss” are not recognized terms under U.S. GAAP, and as such, it is not a substitute for, considered superior to, considered separately from, nor as an alternative to, U.S. GAAP and /or the most directly comparable U.S. GAAP financial measures.

Current wording

To supplement our unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP within this Quarterly Report on Form 10-Q, management provides certain non-GAAP financial measures ("NGFM") of the Company's financial results, including such amounts captioned "Non-GAAP Adjusted Loss," as presented herein below. The NGFM measures captioned "Non-GAAP Adjusted Loss" are not recognized terms under U.S. GAAP, and as such, they are not a substitute for, considered superior to, considered separately from, nor as an alternative to, U.S. GAAP and/or the most directly comparable U.S. GAAP financial measures.

Previous wording

Such NGFM are presented with the intent of providing greater transparency of information used by us in our financial performance analysis and operational decision-making. Additionally, we believe these NGFM provide meaningful information to assist investors, shareholders, and other readers of our unaudited condensed consolidated financial statements, in making comparisons to our historical financial results, and analyzing the underlying financial results of our operations. The NGFM are provided to enhance readers’ overall understanding of our current financial results and to provide further information to enhance the comparability of results between the current year period and the prior year period.

Current wording

Such NGFM are presented with the intent of providing greater transparency of information used by us in our financial performance analysis and operational decision-making. We believe these NGFM provide meaningful information to assist investors, shareholders, and other readers of our unaudited condensed consolidated financial statements in making comparisons to our historical financial results, and analyzing the underlying financial results of our operations. We believe the NGFM provide useful information by isolating certain expenses, gains, and losses which are not necessarily indicative of our operating financial results and business outlook.

Previous wording

As of September 30, 2025, we had approximately $31,907 in cash and cash equivalents compared to $27,764 on December 31, 2024.

Current wording

As of March 31, 2026, we had approximately $14,977 in cash and cash equivalents and $5,035 in short term deposits compared to $21,803 and $4,214 on December 31, 2025.

Previous wording

We have experienced cumulative losses of $441,826 since inception (August 11, 2011) through September 30, 2025, and have stockholders’ equity of $74,934 as of September 30, 2025. In addition, we have not completed our efforts to establish a stable recurring source of revenues sufficient to cover our operating costs and expect to continue to generate losses for the foreseeable future.

Current wording

We have experienced cumulative losses of $460,327 since inception (August 11, 2011) through March 31, 2026, and have stockholders' equity of $62,380 as of March 31, 2026. In addition, we have not completed our efforts to establish a stable recurring source of revenues sufficient to cover our operating costs and expect to continue to generate losses for the foreseeable future.

Previous wording

Since inception, we have financed our operations primarily through private placements and public offerings of our Common Stock and warrants to purchase shares of our Common Stock, receiving aggregate net proceeds totaling $307,133 and a credit facility, net in the amount of $25,795, as of September 30, 2025.

Current wording

Since inception, we have financed our operations primarily through private placements and public offerings of our Common Stock and warrants to purchase shares of our Common Stock, receiving aggregate net proceeds totaling $307,133 through March 31, 2026, and a credit facility, net in the amount of $25,795 as of March 31, 2026.

Previous wording

On April 30, 2025, we entered into a Credit Agreement, by and among us as borrower, the financial institutions party thereto from time to time as lenders, and Callodine Commercial Finance, LLC (in its capacity as agent for all lenders, “Agent”, and collectively with other lenders, “Lenders” and each a “Lender”). Under the terms of the Credit Agreement, each Lender agreed to make a multi-draw term loan to us (each a “Term Loan”) in which we borrowed $32.5 million at the time of closing on April 30, 2025. In addition, we may at our option draw an aggregate of up to an additional $17.5 million. $2.5 million of such additional Term Loans is subject to the achievement of certain revenue and gross margin thresholds. $15.0 million of such additional Term Loans is subject to the discretion of the Agent and the Lenders. The Credit Agreement has a five-year term that matures in April 2030.

Current wording

On April 30, 2025, we entered into a Credit Agreement (the “Credit Agreement”), by and among us as borrower, the financial institutions party thereto from time to time as lenders, and Callodine Commercial Finance, LLC(in its capacity as agent for all lenders, “Agent”, and collectively with other lenders, “Lenders” and each a “Lender”). Under the terms of the Credit Agreement, each Lender agreed to make a multi-draw term loan to us of up to $50,000 (each a “Term Loan”) in which we borrowed $32,500 at the time of closing on April 30, 2025 (the “Callodine Loan Facility”). The Callodine Loan Facility has a five-year term maturing in April 2030, with principal repayments not due until May 2028. The outstanding principal balance bears interest at SOFR plus 7.75%. In addition, we may draw up to an additional $17,500 subject to certain conditions. As of March 31, 2026, the outstanding balance under the Callodine Loan Facility was $30,931.

Previous wording

The outstanding principal balance under the loan shall bear interest at a per annum rate of interest equal to (i) the Term SOFR Rate (as defined in the Credit Agreement) plus (ii) seven and three-quarters of one percent (7.75%). Upon maturity and/or upon an event of default (or upon any acceleration), interest shall automatically accrue without notice to us at a rate per annum equal to the lesser or (i) three percent (3%) over the Contract Rate (as defined in the Credit Agreement), or (ii) the maximum rate of interest permitted to be charged by applicable laws or regulations until paid. We will pay certain fees with respect to the Term Loan, including a closing fee, an exit fee, and an agent fee. Voluntary prepayments of the Term Loan prior to the third anniversary of the closing are also subject to certain pre-payment penalties.

Current wording

The outstanding principal balance under the loan shall bear interest at a per annum rate of interest equal to (i) the Term SOFR Rate (as defined in the Credit Agreement) plus (ii) seven and three-quarters of one percent (7.75%). Upon maturity and/or upon an event of default (or upon any acceleration), interest shall automatically accrue without notice to us at a rate per annum equal to the lesser of (i) three percent (3%) over the Contract Rate (as defined in the Credit Agreement), or (ii) the maximum rate of interest permitted to be charged by applicable laws or regulations until paid. We will pay certain fees with respect to the Term Loan, including a closing fee, an exit fee, and an agent fee. Voluntary prepayments of the Term Loan prior to the third anniversary of the closing are also subject to certain pre-payment penalties.

Previous wording

On November 5, 2025, we entered into an Amendment to the Credit Agreement with the Lenders. Among other things, the amendment (i) resets financial covenants and waives financial-covenant testing for the second and third quarters of 2025; (ii) replaces the minimum cash covenant with a $10,000 minimum consolidated unencumbered liquid assets covenant; (iii) adds monthly 13-week cash-flow reporting when liquidity is below certain amount (subject to an EBITDA

Current wording

On November 5, 2025, we entered into an Amendment to the Credit Agreement with the Lenders. Among other things, the amendment (i) resets financial covenants and waives financial-covenant testing for the second and third quarters of 2025; (ii) replaces the minimum cash covenant with a $10,000 minimum consolidated unencumbered liquid assets covenant; (iii) adds monthly 13-week cash-flow reporting when liquidity is below certain amount (subject to an EBITDA exception); (iv) clarifies that Tranche B is uncommitted and at lender discretion; and (v) increases the exit fee by $150 (waived if a change-of-control prepayment fee is triggered).

Previous wording

On December 16, 2024, we and certain purchasers that were holders of our Series B and C Preferred Stock executed lock up agreements (the “Lock Up Agreement”), pursuant to which we agreed to issue, subject to stockholder approval, up to forty percent (40%) of the shares of Common Stock conversion shares of the preferred stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock, over the course of twelve (12) months (the “Additional Shares”). Each holder shall be entitled to receive 10% of the Additional Shares for each three (3) month period each holder agrees not to transfer or otherwise sell (subject to certain limitations) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and the dividend shares of Common Stock due upon conversion. Between May 23, 2025 and May 28, 2025, the Company and holders that previously entered into Lock-Up Agreements, entered into an Amended and Restated Lock-Up Agreement (the “A&R Lock-Up Agreement”) pursuant to which the holders agreed to extend the restrictive period previously provided in the Lock-Up Agreements until February 21, 2026 (the “Lock Up Period”) for the right to receive an additional 10% of the Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the holders. On October 20, 2025, we and holders that previously entered into the Lock-Up Agreement and the A&R Lock-Up Agreement entered into a Second Amended and Restated Lock-Up Agreement (the “Second A&R Lock-Up Agreement”) pursuant to which the Lock-Up Period shall automatically terminate, and all share consideration shall be accelerated and immediately be issued by us in full (to the extent not already issued) upon (A) any merger or consolidation of our with or into another individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization, (B) any sale of all or substantially all of our assets in one transaction or a series of related transactions, or (C) any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

Current wording

On December 16, 2024, we and certain purchasers that were holders of our Series B and C Preferred Stock executed lock up agreements (the “Lock Up Agreement”), pursuant to which we agreed to issue, subject to stockholder approval, up to forty percent (40%) of the shares of Common Stock conversion shares of the preferred stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock, over the course of twelve (12) months (the “Additional Shares”). Each holder shall be entitled to receive 10% of the Additional Shares for each three (3) month period each holder agrees not to transfer or otherwise sell (subject to certain limitations) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and the dividend shares of Common Stock due upon conversion. Between May 23, 2025 and May 28, 2025, the Company and holders that previously entered into Lock-Up Agreements, entered into an Amended and Restated Lock-Up Agreement (the “A&R Lock-Up Agreement”) pursuant to which the holders agreed to extend the restrictive period previously provided in the Lock-Up Agreements until February 21, 2026 (the “Lock Up Period”) for the right to receive an additional 10% of the Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the holders. On October 20, 2025, we and holders that previously entered into the Lock-Up Agreement and the A&R Lock-Up Agreement entered into a Second Amended and Restated Lock-Up Agreement (the “Second A&R Lock-Up Agreement”) pursuant to which the Lock-Up Period shall automatically terminate, and all share consideration shall be accelerated and immediately be issued by us in full (to the extent not already issued) upon (A) any merger or consolidation

Previous wording

Management believes that the proceeds from the prior private placements and the Credit Agreement, combined with our cash on hand and short-term investments are sufficient to meet our obligations as they come due for at least a period of twelve months from the date of the issuance of these unaudited condensed consolidated financial statements. There are no assurances that we will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of our product offerings.

Current wording

There are no assurances that we will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of our product offerings.

Previous wording

Net cash used in operating activities was $20,054 for the nine months ended September 30, 2025, a decrease of 37% compared to $31,830 used in operations for nine months period ended September 30, 2024. Cash used in operations decreased mainly due to the decrease in our operating expenses and mainly due to efficiency and post merge integration activities.

Current wording

Net cash used in operating activities was $6,025 for the three months ended March 31, 2026, a decrease of 9.7% compared to $6,673 used in operations for three months ended March 31, 2025. Cash used in operations decreased mainly due to the decrease in our operating expenses.

Previous wording

Net cash used in investing activities was $116 for the nine months ended September 30, 2025, compared to $8,913 net cash used in investing activities during the same period in 2024. The decrease is due to the acquisition of Twill during the nine months ended September 30, 2024, compared to the same period in 2025.

Current wording

Net cash used in investing activities was $826 for the three months ended March 31, 2026, compared to $31 net cash used in investing activities during the same period in 2025. The increase is due to investments in short term bank deposit, compared to the same period in 2025.

Previous wording

Net cash provided by financing activities was $24,332 for the nine months ended September 30, 2025, compared to $20,206 net cash used by financing activities during the same period in 2024. The increase is mainly due to proceeds from the issuance of shares of common stock.

Current wording

There were no financing activities during the three months ended March 31, 2026, compared to $6,815 net cash derived from financing activities during the same period in 2025. The 2025 amount was mainly attributable to proceeds from the issuance of shares of preferred stock.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

of our with or into another individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization, (B) any sale of all or substantially all of our assets in one transaction or a series of related transactions, or (C) any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

their optimal health through data-driven, precision artificial intelligence (“AI”) personalized care solutions that integrate the management of physical and mental health needs.

Previous report — wording carried elsewhere

We believe the NGFM provide useful information by isolating certain expenses, gains, and losses, which are not necessarily indicative of our operating financial results and business outlook. In this regard, the presentation of the NGFM herein below, is to help the reader of our unaudited condensed consolidated financial statements to understand the effects

Previous report — wording carried elsewhere

exception); (iv) clarifies that Tranche B is uncommitted and at lender discretion; and (v) increases the exit fee by $150 (waived if a change-of-control prepayment fee is triggered).