Grove Collaborative Holdings, Inc.

Previous wording

Grove is a sustainability-oriented consumer products company. We use our connection with consumers to create and curate authentic, disruptive brands and products. We build natural products that perform as well as or better than many leading consumer packaged goods (“CPG”) brands (both conventional and natural), while being healthier for consumers and the planet.

Current wording

Grove is a sustainability and human health oriented consumer products company. We use our connection with consumers to create and curate authentic, disruptive brands and products. We build natural products that perform as well as or better than many leading consumer packaged goods (“CPG”) brands (both conventional and natural), while being healthier for consumers and the planet.

Previous wording

Grove is a public benefit corporation and a Certified B Corporation, meaning we adhere to third party standards for prioritizing social, environmental, and community well-being. We believe that improved innovation grows both revenue and, over the long term, can expand margins as our innovation has historically tended to be both market expanding and margin accretive. Since inception, we have invested heavily in building out both our ecommerce platform and Grove Brands, and over this period we have operated at a loss. We have an accumulated deficit of $662.2 million as of June 30, 2026.

Current wording

Grove is a public benefit corporation and a Certified B Corporation, meaning we adhere to third party standards for prioritizing social, environmental, and community well-being. We believe that improved innovation grows both revenue and, over the long term, can expand margins as our innovation has historically tended to be both market expanding and margin accretive. Since inception, we have invested heavily in building out both our ecommerce platform and Grove Brands, and over this period we have operated at a loss. We have an accumulated deficit of $662.1 million as of September 30, 2026.

Previous wording

This transition away from our legacy platform exposes us to vendor-specific risks, such as service disruptions, changes in pricing and inventory management, potential reduced flexibility in our ecommerce experience or alterations in the platform’s features and execution and fulfillment risks as we migrate our customer experience to the new platform. Our ability to realize the expected benefits of this transition is substantially dependent upon our ability to address these issues.

Current wording

In March 2025, we began migrating our ecommerce platform from our legacy internally-developed solution to third party service providers that offer ecommerce solutions. We experienced a number of issues in connection with the migration that adversely impacted our business. This transition away from our legacy platform exposes us to vendor-specific risks, such as service disruptions, changes in pricing and inventory management, potential reduced flexibility in our ecommerce experience or alterations in the platform’s features and execution and fulfillment risks. Our ability to realize the expected benefits of this transition is substantially dependent upon our ability to address these issues.

Previous wording

In addition to our condensed consolidated financial statements, included elsewhere in this Form 10-Q, we assess the performance of our overall business using the following metrics and measures, among others. We use the metrics to aid us in identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies and monitoring our business.

Current wording

In addition to our financial performance, we assess the performance of our overall business using the following metrics and measures, among others. We use the metrics to aid us in identifying trends, formulating financial projections, making strategic decisions, assessing operational efficiencies and monitoring our business.

Previous wording

The following table presents our key operating metrics for the periods presented:

Current wording

The following table presents key operating metrics for our business for the periods presented:

Previous wording

We determine our number of DTC Total Orders by counting the number of customer orders submitted through our website and mobile application that have been shipped within the period. The metric includes orders that have been refunded and excludes reshipments of customer orders for any reason including damaged and missing products. Refunded orders are included in DTC Total Orders as we believe this provides more meaningful order management performance metrics, including fulfillment cost efficacy and refund rates. Changes in DTC Total Orders in a reporting period capture both the inflow of new customers, changes in order frequency of existing customers and customer attrition. We view the number of Total DTC Orders as a key indicator of trends in our DTC platform, and our future success in this channel will depend in part on our ability to drive growth through new customer acquisition and by increasing existing customer engagement. In the three and six months ended June 30, 2026, DTC Total Orders declined primarily due to our lower advertising spend, resulting in fewer new customers and therefore fewer overall orders. Additionally, DTC Total Orders was negatively impacted by technology disruptions to our DTC platform throughout 2025.

Current wording

We determine the number of DTC Total Orders by counting the number of customer orders submitted through our website and mobile application that have been shipped within the period. The metric includes orders that have been refunded and excludes reshipments of customer orders for any reason including damaged and missing products. Refunded orders are included in DTC Total Orders as we believe this provides more meaningful order management performance metrics, including fulfillment cost efficacy and refund rates. Changes in DTC Total Orders in a reporting period capture both the inflow of new customers, changes in order frequency of existing customers and customer attrition. We view the number of Total DTC Orders as a key indicator of trends in our DTC platform, and our future success in this channel will depend in part on our ability to drive growth through new customer acquisition and by increasing existing customer engagement. In the three and nine months ended September 30, 2026, DTC Total Orders declined primarily due to a smaller active customer base than a year ago. The lower active customer base was partially offset by an increase in the frequency of orders per active customer in the presented periods.

Previous wording

As of the last day of each reporting period, we determine our number of DTC Active Customers by counting the number of individual customers who submitted orders through our DTC platform, and for whom an order has shipped, at least once during the preceding 364-day period. The change in active customers in a reporting period captures both the inflow of new customers as well as the outflow of customers who have not made a purchase in the last 364 days. We view the number of active customers as one of the key indicators of growth in our DTC channel. In the three and six months ended June 30, 2026, DTC Active Customers declined primarily due to our lower advertising spend, resulting in fewer new customers and therefore fewer overall orders, and negative impacts from technology disruptions to our DTC platform throughout 2025.

Current wording

As of the last day of each reporting period, we determine our number of DTC Active Customers by counting the number of individual customers who submitted orders through our DTC platform, and for whom an order has shipped, at least once during the preceding 364-day period. The change in active customers in a reporting period captures both the inflow of new customers as well as the outflow of customers who have not made a purchase in the last 364 days. We view the number of active customers as one of the key indicators of growth in our DTC channel. In the three and nine months ended September 30, 2026, DTC Active Customers declined primarily due to our lower advertising spend, resulting in fewer new customers and therefore fewer overall orders, and negative impacts from technology disruptions to our DTC platform throughout 2025.

Previous wording

We define DTC Net Revenue Per Order as our DTC Total Net Revenue in a given reporting period, divided by the DTC Total Orders in that period. We view DTC Net Revenue per Order as a key indicator of the performance of our DTC business. For the three and six months ended June 30, 2026, DTC Net Revenue Per Order increased due to a more favorable product mix, more efficient promotional efforts following the introduction of our Green Rewards Loyalty Program, and a temporary increase in lower value orders in the prior period that did not reoccur in the current period.

Current wording

We define DTC Net Revenue Per Order as our DTC Total Net Revenue in a given reporting period, divided by the DTC Total Orders in that period. We view DTC Net Revenue per Order as a key indicator of the performance of our DTC business. For the three and nine months ended September 30, 2026, DTC Net Revenue Per Order increased due to a more efficient promotional efforts following the introduction of our Green Rewards Loyalty Program and a larger mix of higher-priced items in customer orders, reflecting the Company’s continued category expansion into a higher priced assortment.

Previous wording

Adjusted EBITDA Margin as Adjusted EBITDA divided by net revenue. Because Adjusted EBITDA excludes these elements that are otherwise included in our GAAP financial results, this measure has limitations when compared to net loss determined in accordance with GAAP. Further, Adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies. For these reasons, investors should not consider Adjusted EBITDA in isolation from, or as a substitute for, net loss determined in accordance with GAAP.

Current wording

We calculate Adjusted EBITDA as net income (loss), adjusted to exclude: stock-based compensation expense; depreciation and amortization; changes in fair values of derivative liabilities; interest income; interest expense; restructuring costs; transaction related costs related to certain strategic merger & acquisition projects; provision for income taxes and certain litigation and legal settlement expenses that we do not consider representative of our underlying operations. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net revenue. Because Adjusted EBITDA excludes these elements that are otherwise included in our GAAP financial results, this measure has limitations when compared to net income (loss) determined in accordance with GAAP. Further, Adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies. For these reasons, investors should not consider Adjusted EBITDA in isolation from, or as a substitute for, net loss determined in accordance with GAAP.

Previous wording

The following table presents a reconciliation of net loss, the most directly comparable financial measure stated in accordance with GAAP, to Adjusted EBITDA, for each of the periods presented.

Current wording

The following table presents a reconciliation of net income (loss), the most directly comparable financial measure stated in accordance with GAAP, to Adjusted EBITDA, for each of the periods presented.

Previous wording

We generate revenue primarily from the sale of both third-party and our Grove Brands products through our DTC platform. Customers purchase products through the website or mobile application through a combination of directly selecting items from the catalog, items that are suggested by our recommendation engine, and featured products that appear in marketing on-site, in emails and on our mobile application. Most customers purchase a combination of products recommended by us based on previous purchases and new products discovered through marketing or catalog browsing. Customers can opt to subscribe and have orders auto-shipped to them on a specified date or shipped immediately through an option available on the website and mobile application. We recognize revenue from the sale of our products through our DTC platform net of discounts, sales tax, customer service credits and estimated refunds. Sales tax collected from customers is not considered revenue and is included in accrued liabilities until remitted to the taxing authorities.

Current wording

We generate revenue primarily from the sale of both third-party and our Grove Brands products through our DTC platform. Customers purchase products through our website or mobile application through a combination of directly selecting items from the catalog, items that are suggested by our recommendation engine, and featured products that appear in marketing on-site, in emails and on our mobile application. Most customers purchase a combination of products recommended by us based on previous purchases and new products discovered through marketing or catalog browsing. Customers can opt to subscribe and have orders auto-shipped to them on a specified date or shipped immediately through an option available on the website and mobile application. We recognize revenue from the sale of our products through our DTC platform net of discounts, sales tax, customer service credits and estimated refunds. Sales tax collected from customers is not considered revenue and is included in accrued liabilities until remitted to the taxing authorities.

Previous wording

Selling, general and administrative expenses consist primarily of compensation and benefit costs for personnel involved in general corporate functions, including stock-based compensation expense, and certain fulfillment costs, as further outlined below. Selling, general and administrative expenses also include the allocated facilities, equipment, depreciation and overhead costs, marketing costs, costs associated with our customer service operation, and costs of environmental offsets. Selling, general and administrative expenses have declined for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, as a result of decreases in fulfillment costs largely driven by lower sales, lower outbound shipping costs and other cost management initiatives.

Current wording

Selling, general and administrative expenses consist primarily of compensation and benefit costs for personnel involved in general corporate functions, including stock-based compensation expense, and certain fulfillment costs, as further outlined below. Selling, general and administrative expenses also include the allocated facilities, equipment, depreciation and overhead costs, marketing costs, costs associated with our customer service operation, and costs of environmental offsets.

Previous wording

Comparisons of the Three and Six Months Ended June 30, 2026 and 2025

Current wording

Comparisons of the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

Revenue decreased by $7.5 million, or 17%, and $14.8 million, or 17%, for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025. This decline was primarily driven by a decrease in DTC Total Orders from lower advertising expenses and disruptions related to the migration from our internally developed legacy ecommerce platform to third party service providers throughout 2025, partially offset by an increase in DTC Net Revenue Per Order, driven by a more favorable product mix, improved promotional strategies resulting in reduced discounts offered to customers, and a temporary increase in lower value orders in the prior period that did not reoccur in the current period.

Current wording

Revenue decreased by $6.9 million, or 16%, and $21.7 million, or 17%, for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025. This decline was primarily driven by a decrease in DTC Total Orders from lower advertising expenses and disruptions related to the migration from our internally developed legacy ecommerce platform to third party service providers throughout 2025, partially offset by an increase in DTC Net Revenue Per Order, driven by a larger mix of higher-priced items in customer orders, improved promotional strategies resulting in reduced discounts offered to customers and an increase in shipping revenue per order.

Previous wording

Cost of goods sold decreased by $2.6 million, or 13%, and $6.8 million, or 17%, for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025, primarily due to a decrease in DTC Total Orders.

Current wording

Cost of goods sold decreased by $4.1 million, or 20%, and $10.9 million, or 18%, for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025, primarily due to a decrease in DTC Total Orders.

Previous wording

Gross margin in the three months ended June 30, 2026 decreased by 190 basis points, compared to the three months ended June 30, 2025, one-time disposals in the quarter, as well as a sell-through of previously reserved inventory in the prior year that did not reoccur. These decreases were offset partially by more targeted promotional strategies, as a result of the launch of Green Rewards in the fourth quarter of 2025.

Current wording

Gross margin in the nine months ended September 30, 2026 increased by 80 basis points, compared to the nine months ended September 30, 2025, primarily due to more targeted promotional strategies, as a result of the launch of Green Rewards in the fourth quarter of 2025, as well as tariff refunds.

Previous wording

Advertising expenses decreased by $1.5 million, or 55%, and $3.1 million, or 57% for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025 primarily driven by decreases in online advertising expenses.

Current wording

Advertising expenses decreased by $1.4 million, or 43%, and $4.5 million, or 52% for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025 primarily driven by decreases in online advertising expenses.

Previous wording

Product development expenses decreased by $0.7 million, or 31%, and $1.0 million, or 26%, for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025, primarily due to reductions in headcount.

Current wording

Product development expenses decreased by $0.1 million, or 9%, and $1.2 million, or 21%, for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025, primarily due to reductions in headcount.

Previous wording

Selling, general and administrative expenses decreased by $5.3 million, or 23%, for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Fulfillment costs decreased by $2.4 million due to a lower volume of orders and lower outbound shipping costs. Corporate salaries and related benefits decreased by $1.5 million and stock-based compensation decreased by $0.5 million, both primarily driven by reductions in headcount. Additionally, insurance costs decreased by $0.4 million and rent expense decreased by $0.3 million due to subleasing one of our warehouses beginning in December 2025.

Current wording

Selling, general and administrative expenses decreased by $4.2 million, or 20%, for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. Fulfillment costs decreased by $2.8 million due to a lower volume of orders and lower outbound shipping costs. Corporate salaries and related benefits decreased by $0.6 million and stock-based compensation decreased by $0.4 million, both primarily driven by reductions in headcount. Additionally, rent expense decreased by $0.3 million due to the subleasing one of our warehouses beginning in December 2025.

Previous wording

Selling, general and administrative expenses decreased by $9.2 million, or 20%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Fulfillment costs decreased by $3.7 million due to a lower volume of orders. Corporate salaries and related benefits decreased by $2.1 million and stock-based compensation decreased by $0.7 million, both primarily driven by reductions in headcount. Additionally, insurance costs decreased by $0.7 million, rent expense decreased by $0.7 million due to subleasing one of our warehouses beginning in December 2025, professional fees and software costs each decreased by $0.4 million.

Current wording

Selling, general and administrative expenses decreased by $13.4 million, or 20%, for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. Fulfillment costs decreased by $6.5 million due to a lower volume of orders. Corporate salaries and related benefits decreased by $2.7 million and stock-based compensation decreased by $1.1 million, both primarily driven by reductions in headcount. Additionally, rent expense decreased by $1.0 million due to the subleasing of one of our warehouses beginning in December 2025; insurance costs decreased by $0.9 million; professional fees decreased by $0.6 million; and software costs decreased by $0.4 million.

Previous wording

Interest expense decreased by less than $0.1 million, or 11%, and $0.1 million, or 16%, for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025, primarily due to lower interest rates on our outstanding debt.

Current wording

Interest expense decreased by less than $0.1 million, or 4%, and $0.1 million, or 12%, for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025, primarily due to lower interest rates on our outstanding debt.

Previous wording

The change in the fair value of derivative liabilities for the three and six months ended June 30, 2026, was not meaningful. The change in the fair value of derivative liabilities for the three and six months ended June 30, 2025, was driven by the changes in our stock price from December 31, 2024 through June 30, 2025.

Current wording

The change in the fair value of derivative liabilities for the three and nine months ended September 30, 2026, was not meaningful. The change in the fair value of derivative liabilities for the three and nine months ended September 30, 2025, was driven by the changes in our stock price from December 31, 2024 through September 30, 2025.

Previous wording

Other income decreased by less than $0.1 million, or 35%, and $0.1 million, or 48%, for the three and six months ended June 30, 2026, respectively, as compared to the three and six months ended June 30, 2025, related to interest income due to lower on-hand cash.

Current wording

Other income decreased by less than $0.1 million, or 11%, and $0.1 million, or 39%, for the three and nine months ended September 30, 2026, respectively, as compared to the three and nine months ended September 30, 2025, due to lower interest income on reduced cash balances.

Previous wording

As of June 30, 2026, we had $8.3 million in unrestricted cash and cash equivalents (which excludes restricted cash of $3.1 million). We generated positive cash flows from operating activities of $0.6 million for the six months ended June 30, 2026. We have incurred significant losses since inception and have an accumulated deficit of approximately $662.2 million. To date, we have funded our operations principally through redeemable convertible preferred stock and common stock financings, the incurrence of debt and the closing of the Business Combination. We have total outstanding indebtedness of $7.5 million as of June 30, 2026.

Current wording

As of September 30, 2026, we had $8.0 million in unrestricted cash and cash equivalents (which excludes restricted cash of $3.1 million). We generated positive cash flows from operating activities of $0.8 million for the nine months ended September 30, 2026. We have incurred significant losses since inception and have an accumulated deficit of approximately $662.1 million. To date, we have funded our operations principally through redeemable convertible preferred stock and common stock financings, the incurrence of debt and the closing of the Business Combination. We have total outstanding indebtedness of $7.5 million as of September 30, 2026.

Previous wording

On March 10, 2023, we entered into the Siena Revolver (defined below) with Siena Lending Group, LLC (“Siena”) which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The total borrowing capacity under the Siena Revolver is subject to certain conditions, including our inventory, accounts receivable balances and certain qualifying cash balances held with third party processors and other limitations as specified in the agreement. The Siena Revolver matures on April 10, 2028. Additional borrowing capacity from the Siena Revolver was $0.4 million as of June 30, 2026.

Current wording

On March 10, 2023, we entered into the Siena Revolver (defined below) with Siena Lending Group, LLC (“Siena”) which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The total borrowing capacity under the Siena Revolver is subject to certain conditions, including our inventory, accounts receivable balances and certain qualifying cash balances held with third party processors and other limitations as specified in the agreement. The Siena Revolver matures on April 10, 2028. Additional borrowing capacity from the Siena Revolver was $2.1 million as of September 30, 2026.

Previous wording

On July 18, 2022, we entered into the SEPA, whereby we had the right, but not the obligation, to sell to Yorkville up to $100.0 million of our shares of common stock at our request until July 18, 2025, subject to certain conditions. On July 8, 2025, we and Yorkville amended the SEPA (the “Amended SEPA”) to extend the term to August 1, 2027. The shares of our common stock that may be issued under the Amended SEPA may be sold by us to Yorkville at our discretion from time to time and sales of our common stock under the Amended SEPA will depend upon market conditions and other factors. Additionally, in no event may we sell more than 6,511,532 shares of our common stock to Yorkville under the Amended SEPA, which number of shares is equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the SEPA (the “Exchange Cap”), unless we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable NYSE rules or comply with certain other requirements as described in the Amended SEPA. Unless our average stock price exceeds $15.33, we will be unable to sell the full $100.0 million commitment to Yorkville without seeking stockholder approval to issue additional shares in excess of the Exchange Cap. As of June 30, 2026, we have sold 147,965 shares under the SEPA and there were 6,363,567 shares available to be sold to Yorkville under the Exchange Cap. As of July 31, 2026, under the terms of the Amended SEPA we would be able to raise additional gross proceeds of approximately $6.8 million.

Current wording

On July 18, 2022, we entered into the SEPA, whereby we had the right, but not the obligation, to sell to Yorkville up to $100.0 million of our shares of common stock at our request until July 18, 2025, subject to certain conditions. On July 8, 2025, we and Yorkville amended the SEPA (the “Amended SEPA”) to extend the term to August 1, 2027. The shares of our common stock that may be issued under the Amended SEPA may be sold by us to Yorkville at our discretion from time to time and sales of our common stock under the Amended SEPA will depend upon market conditions and other factors. Additionally, in no event may we sell more than 6,511,532 shares of our common stock to Yorkville under the Amended SEPA, which number of shares is equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Amended SEPA (the “Exchange Cap”), unless we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable NYSE rules or comply with certain other requirements as described in the Amended SEPA. Unless our stock price exceeds $15.33, we will be unable to sell the full $100.0 million commitment to Yorkville without seeking stockholder approval to issue additional shares in excess of the Exchange Cap. As of September 30, 2026, we have sold 147,965 shares under the SEPA and there were 6,363,567 shares available to be sold to Yorkville under the Exchange Cap. As of October 31, 2026, under the terms of the Amended SEPA we would be able to raise additional gross proceeds of approximately $6.8 million.

Previous wording

Management believes that currently available resources will provide sufficient funds to enable us to meet our obligations for at least one year following the date these condensed consolidated financial statements are available to be issued. Cash from operations could be affected by our customers and other risks detailed in the section titled “Risk Factors.” In the event we raise additional capital to execute strategic initiatives and fund our operations, our ability to raise additional capital may be adversely impacted by the trading price of our common stock. We may seek access to additional funds by utilizing the SEPA. Additionally, we may seek additional funds through new public or private equity offerings or new debt financings, through partnering or other strategic arrangements, through the exercise of certain of our warrants, or a combination of the foregoing. There can be no assurance that any such new debt or new equity financing arrangements will be available on terms acceptable to us, or at all.

Current wording

Management believes that currently available resources will provide sufficient funds to enable us to meet our obligations for at least one year following the date these condensed consolidated financial statements are issued. Cash from operations could be affected by our customers and other risks detailed in the section titled “Risk Factors.” In the event we raise additional capital to execute strategic initiatives and fund our operations, our ability to raise additional capital may be adversely impacted by the trading price of our common stock. We may seek access to additional funds by utilizing the SEPA. Additionally, we may seek additional funds through new public or private equity offerings or new debt financings, through partnering or other strategic arrangements, through the exercise of certain of our warrants, or a combination of the foregoing. There can be no assurance that any such new debt or new equity financing arrangements will be available on terms acceptable to us, or at all.

Previous wording

Our most significant contractual obligations relate to our loan facility, purchase commitments on inventory and operating lease obligations on our fulfillment centers and corporate offices. As of June 30, 2026, we had $11.9 million of enforceable and legally binding inventory purchase commitments predominantly due within one year. For information on our contractual obligations for operating leases, see “Leases” in Note 7 of the Notes to our audited consolidated financial statements as of and for the years ended December 31, 2025 and December 31, 2024 included in Form 10-K filed with the SEC on March 5, 2026.

Current wording

Our most significant contractual obligations relate to our loan facility, purchase commitments on inventory and operating lease obligations on our fulfillment centers and corporate offices. As of September 30, 2026, we had $9.9 million of enforceable and legally binding inventory purchase commitments predominantly due within one year. For information on our contractual obligations for operating leases, see “Leases” in Note 7 of the Notes to our audited consolidated financial statements as of and for the years ended December 31, 2025 and December 31, 2024 included in Form 10-K filed with the SEC on March 5, 2026.

Previous wording

On March 10, 2023, we entered into a Loan and Security Agreement (the “Siena Revolver”) with Siena Lending Group, LLC which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The borrowing capacity under the Siena Revolver is subject to certain conditions, including our inventory, accounts receivable balances and certain qualifying cash balances held with third party processors and other limitations as specified in the agreement. If at any time the amount of outstanding borrowings under the Siena Revolver exceeds the borrowing capacity, we are required to prepay borrowings sufficient to eliminate the excess. As of June 30, 2026, there was an outstanding principal amount of $7.5 million and additional borrowing capacity from the Siena Revolver was $0.4 million.

Current wording

On March 10, 2023, we entered into a Loan and Security Agreement (the “Siena Revolver”) with Siena Lending Group, LLC which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The borrowing capacity under the Siena Revolver is subject to certain conditions, including our inventory, accounts receivable balances and certain qualifying cash balances held with third party processors and other limitations as specified in the agreement. If at any time the amount of outstanding borrowings under the Siena Revolver exceeds the borrowing capacity, we are required to prepay borrowings sufficient to eliminate the excess. As of September 30, 2026, there was an outstanding principal amount of $7.5 million and additional borrowing capacity from the Siena Revolver was $2.1 million.

Previous wording

Net cash provided by operating activities of $0.6 million for the six months ended June 30, 2026 was primarily attributable to our net loss of $1.9 million, non-cash adjustments of $2.4 million, and a net increase in our operating assets and liabilities of $0.1 million. Non-cash adjustments consisted of a $1.7 million stock-based compensation expense, $0.8 million in depreciation and amortization and $0.1 million in non-cash interest expense, offset by $0.2 million of change in fair value of derivative liabilities. The change in operating assets and liabilities resulted from a $2.2 million decrease in prepaid expenses and other assets related to the timing of collections on our accounts receivable and a $1.9 million increase in deferred revenue, offset by a $2.4 million decrease in accrued expenses and accounts payable related to the timing of payments, a $1.0 million increase in inventory to support ongoing operations and a $0.5 million net increase in operating lease right-of-use assets and liabilities.

Current wording

Net cash provided by operating activities of $0.8 million for the nine months ended September 30, 2026 was primarily attributable to our net loss of $1.8 million, non-cash adjustments of $3.5 million, offset by a net decrease in our operating assets and liabilities of $0.8 million. Non-cash adjustments consisted of a $2.4 million stock-based compensation expense, $1.2 million in depreciation and amortization and $0.2 million in non-cash interest expense, offset by $0.2 million of change in fair value of derivative liabilities. The change in operating assets and liabilities resulted from a $3.8 million increase in inventory to support ongoing operations, a $0.7 million net increase in operating lease right-of-use assets and liabilities and a $0.3 million decrease in accrued expenses and accounts payable related to the timing of payments, offset primarily by a $2.4 million decrease in prepaid expenses and other assets related to the timing of collections on our accounts receivable and a $1.5 million increase in deferred revenue.

Previous wording

Net cash used in operating activities of $5.9 million for the six months ended June 30, 2025 was primarily attributable to our net loss of $7.2 million, non-cash adjustments of $2.9 million, and a net increase in our operating assets and liabilities of $1.6 million. Non-cash adjustments consisted primarily of a $2.3 million stock-based compensation expense, $0.9 million in depreciation and amortization and $0.2 million in non-cash interest expense, offset by $0.4 million of inventory write-downs and $0.2 million of change in fair value of derivative liabilities. The change in operating assets and liabilities primarily resulted from a $3.0 million decrease in accounts payable and accrued expenses, a $0.3 million decrease in deferred revenue and a $0.3 million decrease in other liabilities, offset by a $1.0 million decrease in inventory, a $0.6 million net decrease in operating lease right-of-use assets and liabilities and a $0.4 million decrease in prepaid expenses and other assets.

Current wording

Net cash used in operating activities of $6.9 million for the nine months ended September 30, 2025 was primarily attributable to our net loss of $10.1 million, non-cash adjustments of $4.3 million, and a net increase in our operating assets and liabilities of $1.0 million. Non-cash adjustments consisted primarily of a $3.5 million stock-based compensation expense, $1.3 million in depreciation and amortization and $0.3 million in non-cash interest expense, offset by $0.6 million of inventory write-downs and $0.2 million of change in fair value of derivative liabilities. The change in operating assets and liabilities primarily resulted from a $3.2 million decrease in accounts payable and accrued expenses, a $1.2 million decrease in deferred revenue and a $0.2 million decrease in other liabilities, offset by a $2.0 million decrease in inventory, a $1.0 million decrease in prepaid expenses and other assets and a $0.6 million net decrease in operating lease right-of-use assets and liabilities .

Previous wording

Net cash used in investing activities of $0.5 million for the six months ended June 30, 2026 was due to the purchase of property and equipment.

Current wording

Net cash used in investing activities of $0.7 million for the nine months ended September 30, 2026 was due to the purchase of property and equipment.

Previous wording

Net cash used in investing activities of $3.8 million for the six months ended June 30, 2025 was due to $2.8 million of cash paid for strategic acquisitions and $1.0 million for the purchase of property and equipment.

Current wording

Net cash used in investing activities of $4.0 million for the nine months ended September 30, 2025 was primarily due to $2.8 million of cash paid for strategic acquisitions and $1.1 million for the purchase of property and equipment.

Previous wording

Net cash used in financing activities of $0.5 million for the six months ended June 30, 2026 consists of payments related to stock-based award activities during the period and principal payments related to our financing arrangement for insurance offset by proceeds related to our employee stock purchase plan.

Current wording

Net cash used in financing activities of $0.9 million for the nine months ended September 30, 2026 consists of payments related to stock-based award activities during the period and principal payments related to our financing arrangement for insurance offset by proceeds related to our employee stock purchase plan.

Previous wording

Net cash used in financing activities of $0.6 million for the six months ended June 30, 2025 primarily consists of payments related to stock-based award activities during the period offset by proceeds related to our employee stock purchase plan.

Current wording

Net cash used in financing activities of $1.1 million for the nine months ended September 30, 2025 primarily consists of payments related to stock-based award activities during the period offset by proceeds related to our employee stock purchase plan.

Previous wording

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. Following the closing of the Business Combination, we use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. We will continue to be an emerging growth company for the first five fiscal years after the VGAC II Initial Public Offering unless any of the following events occur earlier: (i) we have more than $1.235 billion in annual revenue, (ii) we have more than $700.0 million in market value of our Class A Common Stock held by non-affiliates or (iii) we issue more than $1.0 billion of non-convertible debt securities over a three-year period.

Current wording

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. Following the closing of the Business Combination, we use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. We will continue to be an emerging growth company for the first five fiscal years after the VGAC II Initial Public Offering, which was March 25, 2021, unless any of the following events occur earlier: (i) we have more than $1.235 billion in annual revenue, (ii) we have more than $700.0 million in market value of our Class A Common Stock held by non-affiliates or (iii) we issue more than $1.0 billion of non-convertible debt securities over a three-year period.