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GUIDED THERAPEUTICS INC

For the period ended Jun 30, 2026. Filed Aug 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.

Jun 30, 2026 · Filed Aug 13, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001477932-26-003195

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001477932-26-004958

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 72 previous paragraphs and 89 current paragraphs.

46 unchanged; 21 reworded; 15 added; 5 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 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

On March 25, 2026, the Company established GTHP Turkey, a joint stock company organized under the laws of the Republic of Turkey, as a wholly owned subsidiary. GTHP Turkey is registered with the Istanbul Trade Registry (Trade Registry File No. 1132980) and has issued share capital of TRY 400,000, all of which has been subscribed by the Company. GTHP Turkey has had limited operations to date, and its financial position and results of operations were not material to the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2026.

Current report

***Research and Development Expenses:***Research and development expenses were $34 thousand and $133 thousand during the three months ended June 30, 2026 and 2025, respectively. The decrease of $99 thousand, or 74.4%, was primarily due to a $116 thousand decrease in clinical research costs as we have completed our clinical trials required for FDA approval. The decrease was partially offset by an increase in legal fees of $12 thousand and an increase in materials costs of $6 thousand.

Current report

***General and Administrative Expense:***General and administrative expenses were $423 thousand and $658 thousand during the three months ended June 30, 2026 and 2025, respectively. The decrease of $235 thousand, or 35.7%, was primarily driven by a decrease of $261 thousand in payroll and benefits (including payroll taxes), which was largely caused by a one-time charge of $270 thousand for warrants included in a board-approved compensation package for Dr. Faupel during the prior period. Additionally, the Company recognized $30 thousand lower stock option expense during the current period. These decreases were offset by an increase of $36 thousand in consulting and professional service fees, a $26 thousand increase in rent expense, and a $4 thousand increase in other miscellaneous expenses.

Current report

***Interest Expense:***Interest expense was $136 thousand and $157 thousand during the three months ended June 30, 2026 and 2025, respectively. The decrease of $21 thousand, or 13.4%, was primarily due to $50 thousand interest expense recognized in the prior period for a promissory note issued to Flynn Case Living Trust, which was no longer outstanding during the current period. The decrease was offset by an increase of $10 thousand of interest related to the Labrys notes, $10 thousand of interest for the notes issued to GS capital and $8 thousand for the Auctus debt.

Current report

***Other Income:***Other income was nil and $64 thousand during the three months ended June 30, 2026 and 2025, respectively. Prior year other income was primarily related to $52 thousand of funds received from the Internal Revenue Service related to refundable payroll tax credits under the Employee Retention Credit program.

Current report

Sales Revenue and Cost of Goods Sold: The Company did not recognize any revenue during the six months ended June 30, 2026, compared to $117 thousand of revenue recognized during the six months ended June 30, 2025. Most of our revenue in the prior period was derived from the shipment of 3 instrumentation packages and 49,031 RFID chips.

Current report

***Research and Development Expenses:***Research and development expenses were $78 thousand and $207 thousand during the six months ended June 30, 2026 and 2025, respectively. The decrease of $129 thousand, or 62.3%, was primarily due to a $176 thousand decrease in clinical research costs as we have completed our clinical trials required for FDA approval. The decrease was partially offset by an increase in payroll costs of $20 thousand, an increase in professional service fees of $16 thousand and an increase in materials costs of $8 thousand.

Current report

***Sales and Marketing Expenses:***Sales and marketing expenses were $45 thousand and $124 thousand during the six months ended June 30, 2026 and 2025, respectively. The decrease of $79 thousand, or 63.7%, was due to a $66 thousand reduction in payroll and benefits expenses and a $13 thousand reduction in allocated rent expense.

Current report

***General and Administrative Expense:***General and administrative expenses were $878 thousand and $924 thousand during the six months ended June 30, 2026 and 2025, respectively. The decrease of $46 thousand, or 5.0%, was primarily driven by a decrease of $220 thousand in payroll and benefits (including payroll taxes), largely caused by a one-time charge of $270 thousand for warrants included in a board-approved compensation package for Dr. Faupel during the prior period. Additionally, property tax expense decreased $13 thousand. These decreases were offset by a $134 thousand increase in consulting and professional service fees and a $58 thousand increase in rent expense, of which $13 thousand was due to a reallocation of rent expense from sales and marketing to general and administrative expense.

Current report

***Interest Expense:***Interest expense was $287 thousand and $303 thousand during the six months ended June 30, 2026 and 2025, respectively. The decrease of $16 thousand, or 5.3%, was primarily due to $106 thousand of interest expense recognized in the prior period for a promissory note issued to Flynn Case Living Trust, which was no longer outstanding during the current period. The decrease was partially offset by an increase of $68 thousand of interest related to the convertible notes issued to 1800 Diagonal, Labrys and GS Capital, $15 thousand of interest for the Auctus debt, and $14 thousand of additional interest on the deferred executive compensation notes.

Current report

***Other Income:***Other income was $14 thousand and $161 thousand during the six months ended June 30, 2026 and 2025, respectively. Current year other income was due to a refund of a retainer paid to a service provider in a prior year. During the six months ended June 30, 2025, we reached an agreement with SMI to apply their payment of $180 thousand towards reimbursement of certain expenses incurred during the years ended December 31, 2024 and 2023. As a result of this agreement, we recognized $180 thousand of deferred revenue in other income during the prior period. Additionally, we recorded other income of $52 thousand in the prior period to account for funds received from the Internal Revenue Service related to refundable payroll tax credits under the Employee Retention Credit program. This income was offset by an $84 thousand loss recorded for the write-off of a long-term asset in the prior period.

Current report

Deemed Dividend for Warrant Exchanges:*** ***On February 25, 2026, the Company entered into a series of warrant exchange agreements with certain holders of its outstanding warrants originally issued in 2022. As a result of these transactions, approximately 4,425,000 were modified to have their expiration dates extended by one year. The one-year extension of the warrants resulted in incremental fair value of approximately $510 thousand, which was recognized as a deemed dividend recorded as an adjustment to additional paid-in capital.

Current report

Net Loss Attributable to Common Stockholders*:*Net loss attributable to common stockholders was $1.6 million and $1.3 million during the six months ended June 30, 2026 and 2025, respectively. The reasons for the change are explained above.

Current report

**Operating Activities:**Net cash used in operating activities was $936 thousand during the six months ended June 30, 2026, compared to $500 thousand in the prior-year period. The increase in cash used was primarily due to an increase in net loss of $259 thousand after adjustment for non-cash income and expenses. Additionally, changes in working capital increased net cash used in operating activities by $177 thousand.
Removed paragraphs (5)

Previous report

Research and Development Expenses: Research and development expenses were $44,511 and $74,122 during the three months ended March 31, 2026 and 2025, respectively. The decrease of $29,611, or 40%, was primarily due to a $60,450 reduction in clinical trial research expenses, partially offset by increases of $20,000 in payroll and $7,025 for professional services and consulting.

Previous report

***General and Administrative Expense:***General and administrative expenses were $450,673 and $266,920 during the three months ended March 31, 2026 and 2025, respectively. The increase of $183,753, or 69%, was primarily due to increases of $76,380 in attorney's fees incurred in connection with the Company's uplisting to the Canadian stock exchange, $40,644 in stock option expense, $30,875 in rent and utilities (of which a portion reflects rent previously allocated to sales and marketing), $29,918 in payroll and benefits, and $19,355 in professional services and consulting, partially offset by decreases of $10,725 in property taxes and $2,694 in miscellaneous expenses.

Previous report

Interest Expense: Interest expense was $150,831 and $146,899 during the three months ended March 31, 2026 and 2025, respectively, and remained materially consistent period over period.

Previous report

***Other Income:***Other income was $14,588 and $98,090 during the three months ended March 31, 2026 and 2025, respectively. The higher amount in the prior-year period was primarily attributable to an agreement with SMI, under which a $180,000 payment was applied toward reimbursement of certain expenses incurred in prior periods and recognized in other income. This income was partially offset by an $84,000 loss recorded for the write-off of a long-term asset. Other income in the current period primarily relates to a vendor credit issued for amounts incurred in prior periods.

Previous report

**Operating Activities:**Net cash used in operating activities was $616,947 during the three months ended March 31, 2026, compared to $330,302 in the prior-year period. The increase in cash used was primarily due to a net loss of $500,333 and unfavorable changes in working capital, primarily driven by a decrease in accounts payable and accrued liabilities of $97,111, partially offset by non-cash items including stock-based compensation of $68,316, inducement charges of $77,593, amortization of debt issuance costs and discounts of $47,514, and amortization of the lease right-of-use asset of $22,444, net of a non-cash gain on remeasurement of the deferred compensation conversion liability of $217,062.
Reworded paragraphs (21)

Previous wording

Our prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. We have experienced operating losses since our inception in 1992 as SpectRx, Inc. and, as of March 31, 2026, we have an accumulated deficit of approximately $158.0 million. To date, we have engaged primarily in research and development efforts and the early stages of marketing our products. We do not have significant experience in manufacturing, marketing or selling our products. We may not be successful in growing sales for our products. Moreover, required regulatory clearances or approvals, described below, may not be obtained in a timely manner, or at all. Our products may not ever gain market acceptance and we may not ever generate significant revenues or achieve profitability. The development and commercialization of our products requires substantial development, regulatory, sales and marketing, manufacturing and other expenditures. We expect our operating losses to continue for the foreseeable future as we continue to expend substantial resources to complete commercialization of our products, obtain regulatory clearances or approvals, build our marketing, sales, manufacturing and finance capabilities, and conduct further research and development.

Current wording

Our prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. We have experienced operating losses since our inception in 1992 as SpectRx, Inc. and, as of June 30, 2026, we have an accumulated deficit of approximately $158.7 million. To date, we have engaged primarily in research and development efforts and the early stages of marketing our products. We do not have significant experience in manufacturing, marketing or selling our products. We may not be successful in growing sales for our products. Moreover, required regulatory clearances or approvals, described below, may not be obtained in a timely manner, or at all. Our products may not ever gain market acceptance and we may not ever generate significant revenues or achieve profitability. The development and commercialization of our products requires substantial development, regulatory, sales and marketing, manufacturing and other expenditures. We expect our operating losses to continue for the foreseeable future as we continue to expend substantial resources to complete commercialization of our products, obtain regulatory clearances or approvals, build our marketing, sales, manufacturing and finance capabilities, and conduct further research and development.

Previous wording

Based on existing purchase orders and ongoing discussions with potential customers and partners, we expect potential sales of approximately $1.0 million within the next twelve months. We cannot be assured that we will generate all or any of these additional purchase orders, or that existing orders will not be canceled by the distributors or that parts to build product will be available to meet demand, such that existing orders will result in actual sales, in part because demand for LuViva is contingent upon Chinese regulatory approval which has not yet been achieved. Because we have a short history of sales of our products, we cannot confidently predict future sales of our products beyond this time frame and cannot be assured of any particular number of sales. Accordingly, we have not identified any particular trends with regard to sales of our products. In order to increase demand for LuViva, we are focused on three primary markets: the United States, China and Europe. In addition, we have recently received sales orders from Turkey and Indonesia, for which we have received the necessary regulatory approvals and are preparing to fulfill. These orders are expected to result in approximately $200,000 in revenue for 2026. The amount may be lower depending on whether YMIC pays directly for some of the parts due to the origin of manufacture in China. We expect payment once this is resolved. When combined with sales to our Chinese partner, these constitute what we view as the current demand for our products.

Current wording

Based on existing purchase orders and ongoing discussions with potential customers and partners, we expect potential sales of approximately $1.0 million within the next twelve months. We cannot be assured that we will generate all or any of these additional purchase orders, or that existing orders will not be canceled by the distributors or that parts to build product will be available to meet demand, such that existing orders will result in actual sales, in part because demand for LuViva is contingent upon Chinese regulatory approval which has not yet been achieved. Because we have a short history of sales of our products, we cannot confidently predict future sales of our products beyond this time frame and cannot be assured of any particular number of sales. Accordingly, we have not identified any particular trends with regard to sales of our products. In order to increase demand for LuViva, we are focused on three primary markets: the United States, China and Europe. In addition, we have recently received sales orders from Turkey and Indonesia, for which we have received the necessary regulatory approvals and are preparing to fulfill. We anticipate recognizing sales of approximately $565 thousand in 2026 when we fulfill these existing orders.

Previous wording

We have not yet obtained clearance or approval from the U.S. FDA. However, we have completed patient enrollment in the clinical trial required to support an application for FDA approval to market and sell LuViva in the United States. As of April 2026, the status of the FDA application is as follows:

Current wording

We have not yet obtained clearance or approval from the U.S. FDA. However, we have completed patient enrollment in the clinical trial required to support an application for FDA approval to market and sell LuViva in the United States. FDA approval for a Class III medical device includes several steps, and in our case will include review of the clinical study results, a manufacturing inspection and whether a post marketing study will be necessary. The FDA has indicated that it does not need to review modules other than the clinical module that was submitted with the new clinical study results. In addition, FDA may recommend that an outside panel of experts reviews the application, especially the clinical study results. If it so chooses, FDA can issue an “approvable letter” whereby full marketing approval can be contingent on a manufacturing inspection and/or agreement on a post-marketing protocol. As of August 2026, the status of the FDA application is as follows:

Previous wording

As of December 31, 2025, our products have achieved and maintained both ISO 13485:2016 certification and the CE Mark through our contract manufacturer, Newmars Technologies. However, because of our focus on countries that do not require the CE Mark, it is uncertain whether we will maintain the CE Mark for the short term, as standards are continually evolving.

Current wording

Our products have achieved and maintained both ISO 13485:2016 certification and the CE Mark through our contract manufacturer, Newmars Technologies. However, because of our focus on countries that do not require the CE Mark, it is uncertain whether we will maintain the CE Mark for the short term, as standards are continually evolving.

Previous wording

NMPA approval requires a successful manufacturing inspection. Current indications suggest that YMIC may be the entity to achieve this, as they are approved by the Chinese government to manufacture Class III medical devices. Based on current expectations, a manufacturing inspection could occur in the second quarter of 2026, with potential approval in the third or fourth quarter of 2026, although there is no assurance that this timeline will be met or that NMPA approval of LuViva will be obtained.

Current wording

NMPA approval requires a successful manufacturing inspection. Current indications suggest that YMIC may be the entity to achieve this, as they are approved by the Chinese government to manufacture Class III medical devices. Based on current expectations, a manufacturing inspection could occur in the third quarter of 2026, with potential approval in the fourth quarter of 2026 or first quarter of 2027, although there is no assurance that this timeline will be met or that NMPA approval of LuViva will be obtained.

Previous wording

In Turkey, we have been in contact with three different medical groups representing over 60 individual hospitals and clinics. We have entered contract discussions for supplying LuViva to the Turkish Ministry of Health (“MOH”). The current plan involves a collaboration with MOH to conduct a clinical study in Turkey to support the use of LuViva for primary screening of cervical cancer as a replacement for the Pap test under the public health system. The MOH has informed us that this could potentially involve significant annual testing volumes if implemented nationwide. The clinical study is expected to involve about 800 patients, take less than six months to complete and will be funded by the MOH. As of December 31, 2025, MOH had approved the study and budget, including paying for LuViva devices and single use cervical guides. Funds totaling approximately $63,000 are expected to be released in the second quarter of 2026 and the study concluded in 2026.

Current wording

In Turkey, we have been in contact with three different medical groups representing over 60 individual hospitals and clinics. We have entered contract discussions for supplying LuViva to the Turkish Ministry of Health (“MOH”). The current plan involves a collaboration with MOH to conduct a clinical study in Turkey to support the use of LuViva for primary screening of cervical cancer as a replacement for the Pap test under the public health system. The MOH has informed us that this could potentially involve significant annual testing volumes if implemented nationwide. The clinical study is expected to involve about 800 patients, take less than six months to complete and will be funded by the MOH. MOH has approved the study and budget, including paying for LuViva devices and single use cervical guides. Funds totaling approximately $55 thousand are expected to be released in the third quarter of 2026 and the study concluded in 2026.

Previous wording

Sales Revenue and Cost of Goods Sold: The Company did not recognize any revenue during the three months ended March 31, 2026 or 2025.

Current wording

Sales Revenue and Cost of Goods Sold: The Company did not recognize any revenue during the three months ended June 30, 2026, compared to $117 thousand of revenue recognized during the three months ended June 30, 2025. Most of our revenue in the prior period was derived from the shipment of 3 instrumentation packages and 49,031 RFID chips.

Previous wording

As of March 31, 2026, the Company had deferred revenue of $188,552, related to advance customer payments. Certain of these arrangements require additional payments or the satisfaction of contractual conditions, including the receipt of customer-provided components, prior to shipment. Accordingly, the timing of shipment and revenue recognition for these arrangements remains uncertain. The Company also has customer purchase orders for LuViva devices and disposables; however, the timing and fulfillment of these orders, and therefore revenue recognition, are dependent on various factors, including customer requirements, production timing, and regulatory considerations, including the status of approval by the NMPA.

Current wording

As of June 30, 2026, the Company had deferred revenue of $189 thousand related to advance customer payments. Certain of these arrangements require additional payments or the satisfaction of contractual conditions, including the receipt of customer-provided components, prior to shipment. Accordingly, the timing of shipment and revenue recognition for these arrangements remains uncertain. The Company also has customer purchase orders for LuViva devices and disposables; however, the timing and fulfillment of these orders, and therefore revenue recognition, are dependent on various factors, including customer requirements, production timing, and regulatory considerations, including the status of approval by the NMPA.

Previous wording

Sales and Marketing Expenses: Sales and marketing expenses were $22,500 and $72,993 during the three months ended March 31, 2026 and 2025, respectively. The decrease of $50,493, or 69%, was primarily due to a reduction of $41,285 in payroll and benefits and $8,907 in allocated rent expense.

Current wording

***Sales and Marketing Expenses:***Sales and marketing expenses were $23 thousand and $51 thousand during the three months ended June 30, 2026 and 2025, respectively. The decrease of $28 thousand, or 54.9%, was primarily due to a $25 thousand reduction in payroll and benefits expenses.

Previous wording

***Gain on Remeasurement of Deferred Compensation Conversion Liability:***During the three months ended March 31, 2026, the Company recognized a gain of $217,062 on the remeasurement of the deferred compensation conversion liability related to Dr. Faupel's convertible deferred compensation arrangement. This liability is classified under ASC 718 because settlement into common stock is at the employee's election, and is carried at fair value with changes recognized each period. As of March 31, 2026, the conversion feature was out-of-the-money relative to the $0.25 conversion price, and accordingly its fair value was estimated using the Black-Scholes option pricing model, reflecting time value rather than intrinsic value. The resulting decrease in fair value from the prior period-end balance generated the gain recognized during the quarter.

Current wording

***Gain on Remeasurement of Deferred Compensation Conversion Liability:***During the three months ended June 30, 2026, the Company recognized a gain of $2 thousand on the remeasurement of the deferred compensation conversion liability related to Dr. Faupel's convertible deferred compensation arrangement. This liability is classified under ASC 718 because settlement into common stock is at the employee's election and is carried at fair value with changes recognized each period.

Previous wording

Change in fair value of derivative liability: The change in the fair value of derivative liabilities resulted in a gain of $12,847 during the three months ended March 31, 2026, compared to a gain of $52,890 in the prior-year period. A greater number of derivative liabilities were recorded in the prior year due to additional bifurcated conversion features associated with new debt issuances.

Current wording

Change in fair value of derivative liability: The change in the fair value of derivative liabilities resulted in a gain of $9 thousand during the three months ended June 30, 2026, compared to a gain of $30 thousand in the prior-year period.* *A greater number of derivative liabilities were recorded in the prior year due to additional bifurcated conversion features associated with new debt issuances.

Previous wording

***Gain from Forgiveness of Debt:***Gain from forgiveness of debt was $3,278 and $16,291 during the three months ended March 31, 2026 and 2025, respectively, and was due to forgiveness of debt from our creditors.

Current wording

***Gain from Forgiveness of Debt:***Gain from forgiveness of debt was nil and $15 thousand during the three months ended June 30, 2026 and 2025, respectively, and was due to forgiveness of debt from our creditors.

Previous wording

***Net Loss Attributable to Common Stockholders:***Net loss attributable to common stockholders was $1,013,441 and $462,742 during the three months ended March 31, 2026 and 2025, respectively. The reasons for the increase are explained above.

Current wording

***Net Loss Attributable to Common Stockholders:***Net loss attributable to common stockholders was $604 thousand and $856 thousand during the three months ended June 30, 2026 and 2025, respectively. The reasons for the change are explained above.

Previous wording

***Inducement Charges:***During the three months ended March 31, 2026, the Company recognized inducement charges of $77,593 related to the issuance of warrants in connection with the conversion of outstanding debt.

Current wording

***Inducement Charges:***During the six months ended June 30, 2026, the Company recognized inducement charges of $78 thousand related to the issuance of warrants in connection with the conversion of outstanding debt.

Previous wording

Loss from Extinguishment of Debt*:*No loss on extinguishment of debt was recognized during the three months ended March 31, 2026, compared to $31,928 in the prior-year period, which related to the exchange of outstanding debt for equity securities in connection with a private placement completed in March 2025.

Current wording

***Loss from Extinguishment of Debt:***No loss on extinguishment of debt was recognized during the six months ended June 30, 2026, compared to $32 thousand in the prior-year period, which related to the exchange of outstanding debt for equity securities in connection with a private placement completed in March 2025.

Previous wording

***Preferred Stock Dividends:***Preferred stock dividend expense was $3,242 and $35,559 during the three months ended March 31, 2026 and 2025, respectively. The decrease of $32,317 was primarily due to a reduction in outstanding dividend-bearing preferred stock and the cessation of dividend accruals on certain preferred stock series.

Current wording

***Preferred Stock Dividends:***Preferred stock dividend expense was $2 thousand and $83 thousand during the six months ended June 30, 2026 and 2025, respectively, a decrease of $81 thousand, or 97.6%. The decrease was driven by a reduction in outstanding dividend-bearing preferred stock and the cessation of dividend accruals on certain preferred stock series.

Previous wording

As of March 31, 2026, the Company had a working capital deficit of approximately $5.1 million and an accumulated deficit of approximately $158.0 million. The Company has historically incurred recurring losses from operations and expects such losses to continue as it advances its regulatory approval efforts and commercialization activities. During the three months ended March 31, 2026, the Company incurred a net loss attributable to common stockholders of approximately $1.0 million. The Company’s operating activities continue to require significant cash outflows, primarily related to research and development, general and administrative expenses, and debt servicing obligations.

Current wording

As of June 30, 2026, the Company had a working capital deficit of approximately $5.6 million and an accumulated deficit of approximately $158.7 million. The Company has historically incurred recurring losses from operations and expects such losses to continue as it advances its regulatory approval efforts and commercialization activities. During the six months ended June 30, 2026, the Company incurred a net loss attributable to common stockholders of approximately $1.6 million. The Company’s operating activities continue to require significant cash outflows, primarily related to research and development, general and administrative expenses, and debt servicing obligations.

Previous wording

**Financing Activities:**Net cash provided by financing activities was $922,475 during the three months ended March 31, 2026, compared to $57,121 in the prior-year period. Cash provided by financing activities in the current period was primarily driven by $980,000 of proceeds from warrant exercises and $187,550 from the issuance of notes payable, partially offset by $215,119 of payments on notes payable, $2,406 of payments on notes payable issued to related parties, and $27,550 of debt issuance costs. In the prior-year period, financing activities consisted primarily of $204,500 of proceeds from a private placement offering, partially offset by $147,379 of payments on notes payable.

Current wording

**Financing Activities:**Net cash provided by financing activities was $885 thousand during the six months ended June 30, 2026, compared to $297 thousand in the prior-year period. Cash provided by financing activities in the current period was primarily driven by $980 thousand proceeds from warrant exercises and $295 thousand from the issuance of notes payable, partially offset by $343 thousand of payments on notes payable, $2 thousand of payments on notes payable issued to related parties, and $45 of payments of debt issuance costs. In the prior-year period, financing activities consisted primarily of $355 thousand from the issuance of notes payable and $205 thousand of proceeds from a private placement offering, partially offset by $218 thousand of payments on notes payable and $45 thousand payments of debt issuance costs.

Previous wording

Over the next 12 months we expect our burn rate to increase as we increase headcount, especially for meeting manufacturing demand. In addition, although we have significant inventory, we will need to order additional parts and services for production. Finally, we expect to spend another $350,000 to complete payments related to our FDA study, although these payments do not impact our schedule for filing the PMA during the second quarter of 2026. Thus, we estimate that approximately $2.4 million will be needed to fund the business over the next 12 months. However, other than completing and filing the US FDA study results, additional expenditures for manufacturing production will be needed only if significant product is ordered and paid for in advance by customers, which is our current policy.

Current wording

Over the next 12 months we expect our burn rate to increase as we increase headcount, especially for meeting manufacturing demand. In addition, although we have significant inventory, we will need to order additional parts and services for production. Finally, we expect to spend another $275 thousand to complete payments related to our FDA study. Thus, we estimate that approximately $2.4 million will be needed to fund the business over the next 12 months. However, other than completing and filing the US FDA study results, additional expenditures for manufacturing production will be needed only if significant product is ordered and paid for in advance by customers, which is our current policy.

Previous wording

Since our inception, we have raised capital through the public and private sale of debt and equity, funding from collaborative arrangements, and grants. As of March 31, 2026, we had cash of approximately $368,886 and a working capital deficit of $5.1 million. Our outstanding debt obligations include a combination of short- and long-term promissory notes, insurance premium financing, and several convertible notes with varying maturities, interest rates, and terms.

Current wording

Since our inception, we have raised capital through the public and private sale of debt and equity, funding from collaborative arrangements, and grants. As of June 30, 2026, we had cash of approximately $12 thousand and a working capital deficit of $5.6 million. Our outstanding debt obligations include a combination of short- and long-term promissory notes, insurance premium financing, and several convertible notes with varying maturities, interest rates, and terms.

Previous wording

As of March 31, 2026, we have a promissory note issued to a former employee with an outstanding principal balance of approximately $41,000. The note accrues interest at 6% per annum and matures on May 5, 2028. Monthly payments of approximately $2,000 are required under the terms of the agreement.

Current wording

As of June 30, 2026, we have a promissory note issued to a former employee with an outstanding principal balance of approximately $35 thousand. The note accrues interest at 6% per annum and matures on May 5, 2028. Monthly payments of approximately $2 thousand are required under the terms of the agreement.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

***Preferred Stock Dividends:***Preferred stock dividend expense was ($1) thousand and $45 thousand during the three months ended June 30, 2026 and 2025, respectively, a decrease of $46 thousand. The current period reflects a credit to dividend expense resulting from an adjustment to accrued dividends. The overall decrease was primarily driven by a reduction in outstanding dividend-bearing preferred stock and the cessation of dividend accruals on certain preferred stock series.

Current report — wording carried from elsewhere

As of June 30, 2026, the Company had deferred revenue of $189 thousand related to advance customer payments. Certain of these arrangements require additional payments or the satisfaction of contractual conditions, including the receipt of customer-provided components, prior to shipment. Accordingly, the timing of shipment and revenue recognition for these arrangements remains uncertain. The Company also has customer purchase orders for LuViva devices and disposables; however, the timing and fulfillment of these orders, and therefore revenue recognition, are dependent on various factors, including customer requirements, production timing, and regulatory considerations, including the status of approval by the NMPA.

Current report — wording carried from elsewhere

While the Company believes that demand for its products may increase as regulatory approvals are obtained and commercial activities expand, there can be no assurance regarding the level or timing of revenue in 2026.

Current report — wording carried from elsewhere

***Gain on Remeasurement of Deferred Compensation Conversion Liability:***During the six months ended June 30, 2026, the Company recognized a gain of $222 thousand on the remeasurement of the deferred compensation conversion liability related to Dr. Faupel's convertible deferred compensation arrangement. This liability is classified under ASC 718 because settlement into common stock is at the employee's election and is carried at fair value with changes recognized each period.

Current report — wording carried from elsewhere

Change in fair value of derivative liability: The change in the fair value of derivative liabilities resulted in a gain of $22 thousand during the six months ended June 30, 2026, compared to a gain of $83 thousand in the prior-year period.* *A greater number of derivative liabilities were recorded in the prior year due to additional bifurcated conversion features associated with new debt issuances.

Current report — wording carried from elsewhere

***Gain from Forgiveness of Debt:***Gain from forgiveness of debt was $3 thousand and $31 thousand during the six months ended June 30, 2026 and 2025, respectively, and was due to forgiveness of debt from our creditors.

Current report — wording carried from elsewhere

There was no income tax benefit recorded for the six months ended June 30, 2026 or 2025, due to recurring net operating losses.