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[10-Q] Zomedica Corp. Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Zomedica Corp. reported Q3 results showing modest growth and continued losses. Net revenue rose to $8,095 (from $6,997) with gross profit of $5,436 (from $5,060). The company recorded a Q3 net loss of $6,121 (vs. $6,697). Year‑to‑date, revenue reached $21,559 (from $19,390) while net loss widened to $77,328, largely due to $55,833 of non‑cash impairment recorded earlier in 2025.

Cash and cash equivalents were $7,496 with $45,628 of current available‑for‑sale securities and $1,242 noncurrent. Total assets were $130,905 and shareholders’ equity was $119,688. Goodwill was fully written off in 2025, including $45,556 of impairments in Therapeutic Devices, and $8,300 of intangible impairments primarily in Diagnostics. Zomedica introduced a new Development Services segment in Q3 contributing $662 of revenue. Therapeutic Devices remained the core driver with Q3 revenue of $6,671, while Diagnostics delivered $762. Common shares outstanding were 979,949,668 as of November 3, 2025.

Positive
  • Revenue growth: Year‑to‑date net revenue increased to $21,559 from $19,390 (>10%).
Negative
  • Material impairments: $55,833 YTD non‑cash charges, including $45,556 goodwill, eliminated goodwill.
  • Balance sheet contraction: Total assets fell to $130,905 from $207,360; equity to $119,688 from $195,664.

Insights

Revenue grew, but large 2025 impairments drove a much bigger YTD loss.

Zomedica posted Q3 revenue of $8.095M and gross profit of $5.436M, with net loss of $6.121M. Year‑to‑date revenue reached $21.559M, up versus 2024, but the YTD net loss expanded to $77.328M due primarily to non‑cash impairment charges earlier in 2025.

Total assets declined to $130.905M and equity to $119.688M, reflecting the write‑downs. Liquidity consists of cash of $7.496M and available‑for‑sale securities of $46.870M (current and noncurrent). The new Development Services segment contributed $0.662M in Q3.

Key items to track are operating expense trends, segment gross profit, and any further adjustments to intangibles. Actual impact will depend on sustaining Therapeutic Devices revenue and scaling Diagnostics and Development Services in subsequent periods.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025.

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission File Number: 001-38298

Zomedica Corp.

(Exact name of registrant as specified in its charter)

Alberta, Canada

N/A

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

1101 Technology Drive, Suite 100
Ann Arbor, Michigan

48108

(Address of principal executive offices)

(Zip code)

(734) 369-2555

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

ZOMDF

OTCQB

As of November 3, 2025, 979,949,668 shares of the registrant’s common shares, without par value, were issued and outstanding.

Table of Contents

ZOMEDICA CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED

September 30, 2025

TABLE OF CONTENTS

Page

PART I

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

3

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Notes to the Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 4.

Controls and Procedures

32

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 6.

Exhibits

34

2

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Zomedica Corp.

Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024

(United States Dollars in Thousands)

    

September 30, 

    

December 31, 

    

2025

    

2024

Assets

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

7,496

$

7,021

Available-for-sale securities

 

45,628

 

64,332

Trade receivables, net

 

3,144

 

2,423

Inventory, net

 

5,522

 

5,058

Prepaid expenses and deposits

 

2,417

 

2,291

Other receivables

 

486

 

648

Total current assets

 

64,693

 

81,773

Prepaid expenses and deposits

 

158

 

193

Property and equipment, net

 

21,381

 

24,589

Right-of-use assets

 

2,181

 

1,611

Goodwill

 

 

45,556

Intangible assets, net

 

40,101

 

52,538

Noncurrent available-for-sale securities

 

1,242

 

Other assets

 

1,149

 

1,100

Total assets

$

130,905

$

207,360

Liabilities and shareholders’ equity

 

  

 

  

Current liabilities

 

 

Accounts payable

$

1,645

$

1,929

Accrued income taxes

 

51

 

117

Current portion of lease obligations

 

705

 

523

Customer contract liabilities

 

353

 

331

Accrued expenses and other current liabilities

 

5,678

 

6,431

Total current liabilities

 

8,432

 

9,331

Lease obligations

 

1,648

 

1,291

Deferred tax liabilities, net

 

435

 

456

Customer contract liabilities

 

236

 

219

Other liabilities

 

466

 

399

Total liabilities

$

11,217

$

11,696

Commitments and contingencies (Note 14)

 

  

 

  

Shareholders’ equity

 

  

 

  

Unlimited common shares, no par value; 979,949,668 issued and outstanding at September 30, 2025 and December 31, 2024

$

380,973

$

380,973

Additional paid-in capital

 

33,765

 

32,518

Accumulated deficit

 

(295,243)

 

(217,915)

Accumulated comprehensive income

 

193

 

88

Total shareholders' equity

 

119,688

 

195,664

Total liabilities and shareholders’ equity

$

130,905

$

207,360

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Table of Contents

Zomedica Corp.

Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited) (United States Dollars in Thousands, Except for Per Share Data)

    

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2025

    

2024

    

2025

    

2024

Net revenue

$

8,095

$

6,997

$

21,559

$

19,390

Cost of revenue

 

2,659

 

1,937

 

7,050

 

5,851

Gross profit

 

5,436

 

5,060

 

14,509

 

13,539

Expenses

 

 

 

 

General and administrative

 

5,900

 

6,765

 

18,324

 

23,366

Research and development

 

1,784

 

1,845

 

5,523

 

5,122

Selling and marketing

 

4,358

 

3,890

 

14,018

 

11,920

Impairment expense

 

 

 

55,833

 

16,024

Loss from operations

 

(6,606)

 

(7,440)

 

(79,189)

 

(42,893)

Other income (expense), net

Interest income

 

561

 

977

 

1,920

 

3,108

Loss on disposal of assets

(36)

(134)

(43)

(173)

Other (expense) income

 

(13)

 

(111)

 

(96)

 

25

Foreign exchange (loss) gain

 

(46)

 

(16)

 

16

 

(191)

Loss before income taxes

 

(6,140)

 

(6,724)

 

(77,392)

 

(40,124)

Income tax benefit

 

(19)

 

(27)

 

(64)

 

(336)

Net loss

 

(6,121)

 

(6,697)

 

(77,328)

 

(39,788)

Unrealized gain, change in fair value of available-for-sale securities, net of tax

 

34

 

225

 

6

 

223

Change in foreign currency translation

 

(18)

 

139

 

99

 

29

Net loss and comprehensive loss

$

(6,105)

$

(6,333)

$

(77,223)

$

(39,536)

Weighted average number of common shares - basic and diluted

 

979,949,668

 

979,949,668

 

979,949,668

 

979,949,668

Loss per share - basic and diluted (Note 16)

$

(0.01)

$

(0.01)

$

(0.08)

$

(0.04)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

Zomedica Corp.

Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited) (United States Dollars in Thousands)

    

Three Months Ended September 30, 2025

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

Income (Loss)

    

Total

Balance at June 30, 2025

979,949,668

$

380,973

$

33,329

$

(289,122)

$

177

$

125,357

Stock-based compensation

 

 

 

436

 

 

 

436

Net loss

(6,121)

(6,121)

Other comprehensive income

 

 

 

 

 

16

 

16

Balance at September 30, 2025

 

979,949,668

$

380,973

$

33,765

$

(295,243)

 

$

193

$

119,688

    

Nine Months Ended September 30, 2025

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

Income (Loss)

    

Total

Balance at December 31, 2024

979,949,668

$

380,973

$

32,518

$

(217,915)

 

$

88

$

195,664

Stock-based compensation

 

 

 

1,247

 

 

 

1,247

Net loss

(77,328)

(77,328)

Other comprehensive income

 

 

 

 

 

105

 

105

Balance at September 30, 2025

 

979,949,668

$

380,973

$

33,765

$

(295,243)

 

$

193

$

119,688

    

Three Months Ended September 30, 2024

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

Income (Loss)

    

Total

Balance at June 30, 2024

979,949,668

$

380,973

$

31,832

$

(204,024)

$

(64)

$

208,717

Stock-based compensation

 

 

 

473

 

 

 

473

Stock issuance costs

(13)

(13)

Net loss

 

 

 

 

(6,697)

 

 

(6,697)

Other comprehensive income

 

 

 

 

 

364

 

364

Balance at September 30, 2024

 

979,949,668

$

380,973

$

32,292

$

(210,721)

 

$

300

$

202,844

    

Nine Months Ended September 30, 2024

Additional

Accumulated

Common Stock

Paid-In

Accumulated  

Comprehensive  

 

Shares

    

Amount

    

Capital

    

Deficit

    

Income (Loss)

    

Total

Balance at December 31, 2023

979,949,668

$

380,973

$

29,929

$

(170,933)

$

48

$

240,017

Stock-based compensation

 

 

 

2,433

 

 

 

2,433

Stock issuance costs

 

 

 

(70)

 

 

 

(70)

Net loss

 

 

 

 

(39,788)

 

 

(39,788)

Other comprehensive income

 

 

 

 

 

252

 

252

Balance at September 30, 2024

 

979,949,668

$

380,973

$

32,292

$

(210,721)

 

$

300

$

202,844

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

Zomedica Corp.

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

(Unaudited) (United States Dollars in Thousands)

    

Nine Months Ended September 30, 

    

2025

    

2024

Cash flows from operating activities:

 

  

 

  

Net loss

$

(77,328)

$

(39,788)

Adjustments for:

 

  

 

  

Depreciation

 

1,536

 

1,102

Amortization - intangible assets

 

4,499

 

4,834

Impairment loss

 

55,833

 

16,024

Loss on disposal of property and equipment

 

43

 

173

Stock-based compensation

 

1,745

 

2,433

Noncash portion of rent benefit

 

(31)

 

(15)

Accretion/amortization of available-for-sale securities

 

(617)

 

(1,608)

Equity in loss of nonconsolidated entities

93

116

Deferred tax expense

 

(159)

 

(444)

Change in assets and liabilities, net of acquisitions:

 

 

Purchased inventory

 

(551)

 

(660)

Prepaid expenses and deposits

 

(95)

 

(460)

Trade receivables

 

(721)

 

(562)

Other receivables

 

366

 

570

Accounts payable

 

(145)

 

308

Accrued income tax

 

(66)

 

31

Accrued expenses and other current liabilities

 

(1,257)

 

(1,048)

Customer contract liabilities

 

39

 

25

Other liabilities

 

66

 

(136)

Net cash used in operating activities

(16,750)

(19,105)

Cash flows from investing activities:

 

  

 

  

Securities matured

17,885

21,091

Investment in nonconsolidated entities

 

 

(437)

Investment in property and equipment

 

(460)

 

(4,637)

Acquisition of intangibles

 

(299)

 

(79)

Net cash provided by investing activities

17,126

15,938

Cash flows from financing activities:

Stock issuance costs paid

(70)

Net cash used in financing activities

(70)

Increase (decrease) in cash and cash equivalents

376

(3,237)

Effect of exchange rate changes on cash

99

32

Cash and cash equivalents, beginning of year

 

7,021

 

12,952

Cash and cash equivalents, end of period

$

7,496

$

9,747

Noncash activities:

 

 

  

Change in fair value of available-for-sale securities, net of tax

$

6

$

223

Property and equipment accrued for in accounts payable

3

94

Transfer of property and equipment into intangibles

39

1,007

Transfer of inventory into property and equipment

90

354

Intangible assets accrued for in accounts payable

21

Right-of-use assets obtained in exchange for operating lease obligations

1,056

Supplemental cash flow information:

 

 

  

Interest received on available-for-sale securities

$

1,667

$

1,755

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

1. Nature of Operations

Zomedica Corp. (“Zomedica” or the “Company”) is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. The Company consists of the parent company, Zomedica Corp., its wholly owned U.S subsidiary, Zomedica Inc., and the wholly owned subsidiaries of Zomedica Inc.

2. Basis of Preparation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. Intercompany transactions and balances between consolidated businesses have been eliminated. The accounting policies set out below have been applied consistently in the condensed consolidated financial statements.

The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements include all normal recurring adjustments necessary to present fairly the information required to be set forth therein. The Company’s management believes the disclosures are adequate to make the information presented not misleading when read in conjunction with the audited consolidated financial statements and the notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 13, 2025 (“2024 Form 10-K”).

3. Significant Accounting Policies

Basis of Measurement

The condensed consolidated financial statements have been prepared on the historical cost basis except as otherwise noted.

Estimates and Assumptions

In preparing these condensed consolidated financial statements, management was required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are based on our historical experience, the terms of existing contracts, our evaluation of trends in the industry, information provided by our customers and suppliers and information available from other outside sources, as appropriate. These estimates and assumptions are subject to an inherent degree of uncertainty. We are not presently aware of any events or circumstances that would require us to update such estimates and assumptions or revise the carrying value of our assets or liabilities. Our estimates may change, however, as new events occur, and additional information is obtained. As a result, actual results may differ significantly from our estimates, and any such differences may be material to our financial statements.

Functional and Reporting Currencies

The functional currency for Canada and our subsidiaries in the United States and Switzerland is U.S. dollars, which is also our reporting currency. The functional currency, as determined by management, for our Japanese subsidiary is Japanese Yen. Japanese Yen is translated for financial reporting purposes, with translation gains and losses recorded as a component of other comprehensive income or loss. In respect of transactions denominated in currencies other than the Company’s and its wholly owned operating subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are measured at rates of exchange prevailing on the transaction dates. All exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.  The ASU updates the existing accounting standards over internal-use software capitalization to increase the operability of the recognition guidance considering different methods of software development. The ASU removes all references to prescriptive and sequential software development stages (referred to as “project stages”) and replaces it with a probable-to-complete recognition model. As part of this updated recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software. This ASU is effective for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and has not yet determined its effect on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures to disaggregate costs and expense line items presented on the face of the consolidated statements of operations and comprehensive loss. These disclosures include: (a) amounts related to purchased inventory, employee compensation, depreciation, amortization, and other significant components of costs and expenses; (b) an explanation of costs and expenses that are not disaggregated quantitatively; and (c) the definition and total amount of selling expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and has not yet determined its effect on the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities with fiscal years beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and has not yet determined its effect on the consolidated financial statements.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The key amendments include: (a) introducing a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), (b) extending certain annual disclosures to interim periods, (c) clarifying that single reportable segment entities must apply ASC 280 in its entirety, (d) permitting more than one measure of segment profit or loss to be reported under certain conditions, and (e) requiring disclosure of the title and position of the CODM. This ASU is effective for public entities with fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance in the fourth quarter of fiscal 2024. The adoption did not have a material impact on the consolidated financial statements.

Segment Reporting

The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. Beginning in the third quarter of 2025, the Company changed its presentation of segment operating results to reflect an incremental segment to our business – Development Services – which did not exist prior to the third quarter of 2025. The change in segments did not result in any changes to the composition, product lines, our prior period amounts disclosed in our previously existing segments. See Note 15, Segment Information, for further information. The Company’s reportable segments consist of Diagnostics, Therapeutic Devices, and Development Services.

Cash and Cash Equivalents

The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. As of September 30, 2025 and December 31, 2024, the Company's cash balances exceeded federally insured limits by approximately $880 and $1,376.

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Investment Securities

Our investment securities, which are comprised of corporate bonds/notes and US treasuries, are accounted for in accordance with ASC 320, Investments – Debt Securities (“ASC 320”). The Company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next twelve months, as available for sale. We classify these securities as both current and non-current depending on their time to maturity. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a component of comprehensive loss.

Trade Receivables and Allowance for Credit Losses

Trade receivables are recorded net of an allowance for credit losses and have payment terms of 30-90 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. As of September 30, 2025,  December 31, 2024, and December 31, 2023, trade receivables were $3,283, $2,794, and $1,300, respectively, net of allowance for doubtful accounts of $139, $371, and $103, respectively. While we believe that our allowance for credit losses is adequate and represents our best estimate as of September 30, 2025, we continue to closely monitor customer liquidity and industry and economic conditions, which may result in changes to these estimates.

Inventories

Inventories are stated at the lower of cost or net realizable value. The Company utilizes the specific identification and First in, First out (“FIFO”) method to track inventory costs. The Company records reserves, when necessary, to reduce the carrying value of inventory to its net realizable value. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property and Equipment

Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred. Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Included in property and equipment is construction in progress (“CIP”), which consists of property and equipment that are purchased or constructed and require time before being ready for their intended use. CIP is recorded at acquisition cost, including directly attributable installation costs. No depreciation is recorded on CIP until assets are complete and ready for use, at which point CIP balances are transferred to the appropriate property and equipment accounts, and depreciation begins in accordance with our policy.

Intangible Assets

Definite-lived intangible assets include acquired customer relationships, developed technology, licenses, trademarks, and tradenames. These assets are capitalized at cost and amortized on a straight-line basis over their estimated useful lives. Definite-lived intangible assets, whether acquired in a business combination or separately, are recorded at cost, net of accumulated amortization and any impairment losses. The estimated useful lives and amortization methods are reviewed annually, with any changes applied prospectively.

Expenditures for the planning and ongoing operation of the Company’s website are expensed as incurred. Costs incurred for website application development and infrastructure enhancements are capitalized and amortized over their estimated useful life.

Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. These assets are not amortized but are assessed for impairment at least annually, or more frequently if events or circumstances indicate potential impairment.

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Impairment of Long-Lived and Indefinite-Lived Intangible Assets

The Company evaluates long-lived assets, including property, equipment, and definite-lived intangible assets, for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. If the sum of estimated undiscounted future cash flows expected to be generated by an asset or asset group is less than its carrying value, an impairment loss is recognized. The impairment loss is measured as the excess of the asset’s carrying amount over its fair value.

Indefinite-lived intangible assets, including goodwill, are tested for impairment at least annually or when impairment indicators arise. If the carrying amount exceeds the fair value, an impairment loss is recognized.

During the first quarter of 2025, the Company identified a triggering event and recorded a material impairment charge related to certain long-lived and indefinite-lived intangible assets, including goodwill. See Note 10, Property and Equipment and Note 11, Goodwill and Intangible Assets, for further information.

Revenue Recognition

The Company enters into agreements which may contain multiple promises where customers purchase products, services, or a combination thereof. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires judgment. We determine the transaction price for a contract based on the total consideration we expect to receive in exchange for the transferred goods or services.

The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately. The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time.

The Company also enters into contracts with customers where it receives payment for the consumable products and does not receive additional or separate consideration for the use of the point of care instrument furnished by the Company for the clinical veterinarian’s use. For these contracts, the Company considers the guidance under ASC 842, Leases (“ASC 842”), in order to determine if the furnishing of the point of care instrument to the customer during the period of use creates an embedded lease. If the point of care instrument is identified as a lease, it is classified as an operating lease as it does not meet any of the finance lease criteria per ASC 842. In these arrangements, the consumable products are classified as non-lease components. The Company allocates revenue to these lease and non-lease components based on standalone selling prices or, if not available, a cost-plus approach. Revenue related to the lease component is recognized ratably over the term of the contract. Revenue related to the non-lease components is recognized when control of the product has been transferred to the customer.

The nature of the Company’s PulseVet® business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned.

Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. These credits give rise to the contract liability contained on the balance sheet. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments.

Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority.

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Disaggregated revenue for the three and nine months ended September 30, 2025 and 2024 is as follows:

Three Months Ended September 30, 

Diagnostics

Therapeutic
Devices

Development
Services

Consolidated

  

2025

  

2024

  

2025

  

2024

  

2025

  

2024

  

2025

  

2024

Capital

$

188

$

168

$

2,007

$

2,073

$

-

$

-

$

2,195

$

2,241

Consumables

574

339

4,628

4,370

179

-

5,381

4,709

Engineering

-

-

-

-

483

-

483

-

Other

-

-

36

47

-

-

36

47

Total revenue

$

762

$

507

$

6,671

$

6,490

$

662

$

-

$

8,095

$

6,997

Nine Months Ended September 30, 

Diagnostics

Therapeutic
Devices

Development
Services

Consolidated

  

2025

  

2024

  

2025

  

2024

  

2025

  

2024

  

2025

  

2024

Capital

$

572

$

743

$

5,232

$

5,452

$

-

$

-

$

5,804

$

6,195

Consumables

1,530

927

13,461

12,153

179

-

15,170

13,080

Engineering

-

-

-

-

483

-

483

-

Other

-

-

102

115

-

-

102

115

Total revenue

$

2,102

$

1,670

$

18,795

$

17,720

$

662

$

-

$

21,559

$

19,390

Cost of Revenue

Cost of goods sold consists of overhead, materials, labor, shipping costs, and a portion of depreciation incurred internally to produce and receive the products or to provide services. Shipping and handling costs incurred by the Company are included in cost of revenue.

Research and Development

Research and development costs related to continued research and development programs are expensed as incurred.

Stock-based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, (“ASC 718”). Stock-based compensation expense is recognized for awards granted to employees and directors based on the fair value of the awards on the grant date. The Company’s stock-based compensation includes stock options, which are classified as equity awards, and stock appreciation rights (SARs), which are classified as liability awards.

The Company calculates stock-based compensation for stock options using the fair value method. The fair value of stock options at the grant date is determined using the Black-Scholes Option Pricing Model. The resulting fair value is recognized as compensation expense over the vesting period of the award using the graded vesting method. The Company’s stock option plans do not require the settlement of awards by transferring cash or other assets. Therefore, stock options are classified as equity awards. Compensation expense recognized during the period reflects the fair value of stock-based payment awards that are ultimately expected to vest. In accordance with ASC 718, the Company recognizes forfeitures of employee awards as they occur.

The Company accounts for SARs under ASC 718 as liability-classified awards because they are settled solely in cash and do not result in the issuance of equity. The fair value of SARs is measured at the grant date and remeasured at each reporting date until settlement. Changes in fair value are recognized as compensation expense in the consolidated statements of operations and comprehensive loss in the period of remeasurement. The fair value of SARs is determined using the Black-Scholes Option Pricing Model, incorporating significant assumptions such as expected stock price volatility, expected term of the award, and risk-free interest rate.

SARs vest over the defined vesting period, and compensation expense is recognized based on the proportion of the vesting period that has elapsed. Upon exercise, participants receive a cash payment equal to the excess of the fair market value of a share of common stock on the exercise date over the exercise price of the SAR.

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in Switzerland, Japan, the United States and various states within, including in Michigan where the Company’s headquarters are located. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.

The Company assesses the likelihood of the financial statement effect of an uncertain tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in the United States, Canada, Japan, and Switzerland. The Company recognizes tax-related interest and penalties, if any, as a component separate from income tax expense.

Comprehensive Loss

Our comprehensive loss is reported in accordance with ASC 220, Income Statement — Reporting Comprehensive Income (“ASC 220”). Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity. The Company has recorded a currency translation adjustment associated with the translation of its Japanese subsidiary to the reporting currency.

Loss Per Share

Basic loss per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

Critical areas of estimation and judgements in applying accounting policies include the following:

Impairment Testing

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

12

Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies.

Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.

The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value.

Valuation and Payback of Property and Equipment

Diagnostic based TRUFORMA® capital is placed in fixed assets once purchased or manufactured, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of this placed capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on third-party data that considers various data points and assumptions, including, but not limited to, the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.

Revenue Recognition

The nature of the Company’s business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode at hand with ample capacity to perform treatments.

5. Investment Securities

The following represents the Company’s investment securities as of September 30, 2025 and December 31, 2024:

Balance at September 30, 2025

Acquisition
Cost

Accretion /
(Amortization)

Unrealized
Gain / (Loss)

Estimated
Fair Value

Commercial paper

$

3,679

$

37

$

(1)

$

3,715

Corporate notes / bonds

29,179

120

7

29,306

Money market funds

4,127

4,127

U.S. govt. agencies

8,182

71

9

8,262

U.S. treasuries

6,513

73

(2)

6,584

Total investment securities

$

51,680

$

301

$

13

$

51,994

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Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Balance at December 31, 2024

Acquisition
Cost

Accretion /
(Amortization)

Unrealized
Gain / (Loss)

Estimated
Fair Value

Commercial paper

$

10,130

$

254

$

3

$

10,387

Corporate notes / bonds

45,336

483

7

45,826

Money market funds

2,766

2,766

U.S. govt. agencies

1,441

31

(2)

1,470

U.S. treasuries

6,609

41

(1)

6,649

Total investment securities

$

66,282

$

809

$

7

$

67,098

Accretion / (amortization) refers to the discounts and premiums incurred on bonds and notes purchased and are included within Interest income on the consolidated statements of operations and comprehensive loss.

Accrued interest receivable related to the above investment securities amounted to $334 and $504 as of September 30, 2025 and December 31, 2024, respectively, and is included in Other receivables on the consolidated balance sheets. The contractual maturities of investment securities as of September 30, 2025, are as follows:

Acquisition
Cost

Estimated
Fair Value

Original maturities of 90 days or less

$

5,121

$

5,124

Original maturities of 91-365 days

45,315

45,628

Original maturities of 366+ days

1,244

1,242

Total investment securities

$

51,680

$

51,994

6. Fair Value Measurements

In accordance with FASB ASC 820, Fair Value Measurement (“ASC 820”), the Company measures its cash and cash equivalents and investments at fair value on a recurring basis. The Company also measures certain assets and liabilities at fair value on a non-recurring basis when applying acquisition accounting.

ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:

Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:

Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3:

Unobservable data points for the assets or liability, and include situations where there is little, if any, market activity for the asset or liability. Valuations based on inputs that are unobservable and involve management judgement and the reporting entity’s own assumptions about market participants and pricing.

Cash and cash equivalents, accounts receivable, and accounts payable: The carrying amount of these assets approximate fair value due to the short maturity of these instruments. Cash and cash equivalents include marketable securities with an original maturity within 90 days.

14

Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Available-for-sale securities: The Company classifies marketable securities and other highly liquid investments, with a maturity of greater than three months and that can be readily purchased or sold using established markets, as available-for-sale. These investments are reported at fair value on the Company’s consolidated balance sheets and unrealized gains and losses are reported as a component of shareholders’ equity.

Stock Appreciation Rights liability: The Company measures its cash-settled SARs at fair value on a recurring basis using a Black-Scholes option-pricing model. The liability, classified as Level 2 within the fair-value hierarchy, is reported at fair value on the Company’s consolidated balance sheets, and changes in fair value are recognized as compensation expense in the consolidated statements of operations and comprehensive loss in the period of remeasurement.

In accordance with the fair value hierarchy described above, the following table shows the fair value of our investments as of September 30, 2025 and December 31, 2024:

Balance at September 30, 2025

Level 1

Level 2

Level 3

Estimated
Fair Value

Commercial paper

$

$

3,715

$

$

3,715

Corporate notes / bonds

29,306

29,306

Money market funds

4,127

4,127

U.S. govt. agencies

8,262

8,262

U.S. treasuries

6,584

6,584

Total investment securities

$

18,973

$

33,021

$

$

51,994

Balance at December 31, 2024

Level 1

Level 2

Level 3

Estimated
Fair Value

Commercial paper

$

$

10,387

$

$

10,387

Corporate notes / bonds

45,826

45,826

Money market funds

2,766

2,766

U.S. govt. agencies

1,470

1,470

U.S. treasuries

6,649

6,649

Total investment securities

$

10,885

$

56,213

$

$

67,098

The following tables shows our investments as of September 30, 2025 and December 31, 2024 and their respective balance sheet classifications:

Balance at September 30, 2025

Cash &
Cash Equivalents

Available-
For-Sale
(Current)

Available-
For-Sale
(Non-Current)

Estimated
Fair Value

Commercial paper

$

997

$

2,718

$

$

3,715

Corporate notes / bonds

28,064

1,242

29,306

Money market funds

4,127

4,127

U.S. govt. agencies

8,262

8,262

U.S. treasuries

6,584

6,584

Total investment securities

$

5,124

$

45,628

$

1,242

$

51,994

Balance at December 31, 2024

Cash &
Cash Equivalents

Available-
For-Sale
(Current)

Available-
For-Sale
(Non-Current)

Estimated
Fair Value

Commercial paper

$

$

10,387

$

$

10,387

Corporate notes / bonds

45,826

45,826

Money market funds

2,766

2,766

U.S. govt. agencies

1,470

1,470

U.S. treasuries

6,649

6,649

Total investment securities

$

2,766

$

64,332

$

-

$

67,098

15

Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Unrealized gains and losses on our investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through September 30, 2025.

7. Inventory

September 30, 2025

December 31, 2024

Diagnostics

    

Therapeutic
Devices

    

Consolidated

    

Diagnostics

    

Therapeutic
Devices

    

Consolidated

Raw materials

$

2,153

$

2,371

$

4,524

$

1,997

$

2,304

$

4,301

Finished goods

 

168

 

398

 

566

 

265

 

274

 

539

Purchased inventory

 

96

 

342

 

438

 

46

 

198

 

244

Total inventory

 

2,417

 

3,111

 

5,528

 

2,308

 

2,776

 

5,084

Less: reserves

 

(6)

 

 

(6)

 

(26)

 

 

(26)

Inventory, net

$

2,411

$

3,111

$

5,522

$

2,282

$

2,776

$

5,058

8. Prepaid Expenses and Deposits

    

September 30, 

    

December 31, 

2025

2024

Deposits

$

345

$

508

Prepaid marketing

 

419

 

368

Prepaid insurance

 

559

 

438

Other

 

1,252

 

1,170

Total prepaid expenses and deposits

$

2,575

$

2,484

9. Accrued Expenses and Other Current Liabilities

    

September 30, 

    

December 31, 

2025

2024

Accrued employee compensation and benefits

$

3,382

$

4,438

Stock appreciation rights

618

119

Accrued taxes

 

838

 

1,003

Accrued professional services

 

594

 

535

Other

 

246

 

336

Total accrued expenses and other current liabilities

$

5,678

$

6,431

10. Property and Equipment

    

September 30, 

    

December 31, 

2025

2024

Machinery and equipment

$

15,553

$

15,947

Furniture and fixtures

 

169

 

224

Laboratory equipment

 

857

 

857

Leasehold improvements

 

2,817

 

3,088

Construction in progress

6,578

7,889

Total property and equipment

 

25,974

 

28,005

Less: accumulated depreciation

 

(4,593)

 

(3,416)

Property and equipment, net

$

21,381

$

24,589

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Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

Depreciation expense related to property and equipment is as follows:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2025

    

2024

    

2025

    

2024

Depreciation expense

$

506

$

417

$

1,536

$

1,102

During the first quarter of 2025, a significant decline in the Company’s market-capitalized value following the delisting of its common shares from NYSE American constituted a triggering event requiring interim impairment testing of goodwill. In connection with this assessment, the Company reviewed its property and equipment for recoverability under ASC 360, Property, Plant, and Equipment (“ASC 360”). That review determined that certain assets within the Diagnostics segment were not fully recoverable. As a result, the Company recognized a $2.0 million impairment charge, of which $0.9 million related to machinery and equipment and $1.1 million related to construction in progress, and recorded this charge in the consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2025.

11. Goodwill and Intangible Assets

The following table provides a rollforward of the carrying amount of goodwill by segment:

Diagnostics

Therapeutic
Devices

Development Services

Total

Balance at December 31, 2024

$

$

45,556

$

$

45,556

Impairment

(45,556)

(45,556)

Balance at September 30, 2025

$

$

$

$

During the first quarter of 2025, the Company determined that a triggering event had occurred that required interim goodwill impairment analysis in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), due to a significant decline in its market capitalization, driven by a substantial decrease in its stock price following the delisting of its common shares from NYSE American. The Company concluded that the fair values of certain reporting units were below their carrying values. The difference between the reporting units’ carrying values and fair values was recognized as impairment charges. The Company recognized $45.6 million of non-cash impairment charges related to goodwill, which represented full impairments of goodwill in the PulseVet and Assisi reporting units within the Therapeutic Devices segment. As a result, no goodwill remains on the Company’s consolidated balance sheets as of September 30, 2025.

During the first quarter of 2025, the Company also evaluated its amortizable intangible assets for recoverability under ASC 360. It was determined that the carrying values of certain intangible assets exceeded their fair values. The decline in fair value was related to the same facts and circumstances as those noted above as part of our interim goodwill impairment analysis. The Company recognized $8.3 million in non-cash impairment charges related to these amortizable intangible assets within the Diagnostics segment during the nine months ended September 30, 2025, which consisted primarily of $7.1 million related to technology assets and $0.8 million related to customer relationships. All impairment charges are reported under Impairment expense in the consolidated statements of operations and comprehensive loss.

During the second quarter of 2024, the Company determined that a triggering event had occurred requiring interim goodwill impairment testing due to slowed sales growth projections and allocation of operating expenses. The Company concluded that the carrying values of certain reporting units exceeded their fair values. The difference between the reporting units’ carrying values and fair values was recognized as impairment charges. The Company recognized $16.0 million of non-cash goodwill impairment charges, which fully impaired goodwill in two Diagnostics reporting units and partially impaired goodwill in one Therapeutic Devices reporting unit during the nine months ended September 30, 2024. As part of that analysis, the Company also evaluated its amortizable intangible assets under ASC 360 and concluded their fair values continued to exceed carrying amounts. As a result, no impairment charges related to these amortizable intangible assets were recorded for the three and nine months ended September 30, 2024.

17

Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

The following table summarizes our intangible assets, net of accumulated amortization:

    

September 30, 

    

December 31, 

2025

2024

Computer software

$

3,167

$

3,454

Customer relationships

 

26,087

 

26,850

Licenses

 

9,542

 

9,542

Technology

 

17,990

 

25,050

Tradenames

 

2,787

 

2,850

Trademarks

16

16

Website

 

1,433

 

1,364

Intangibles under construction

166

Total intangibles

 

61,188

 

69,126

Less: accumulated amortization

 

(21,087)

 

(16,588)

Intangibles, net

$

40,101

$

52,538

Included within intangibles are $563 in licenses associated with future exclusivity to sell products should we determine that they have both market viability and are a complementary fit within our suite of offerings. As these relationships are still in the exploratory phase with no revenue stream to match expenses against nor a guarantee that this exclusivity will ever be used, we are considering these to be indefinite lived as of September 30, 2025. This, along with our intangible assets under construction, accounts for the difference between the net intangibles as found within our consolidated balance sheets and the amortization table below. We will continue to assess the commercialization status and relationship with these companies on a quarterly basis and will adjust our amortization schedules accordingly.

The estimated future amortization of intangible assets is as follows:

2025

    

$

1,393

2026

 

5,188

2027

 

5,009

2028

 

4,758

2029

4,639

Thereafter

 

18,385

Total

$

39,372

Amortization expense associated with intangible assets is as follows:

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2025

    

2024

    

2025

    

2024

Amortization expense

$

1,394

$

1,611

$

4,499

$

4,834

12. Stock-Based Compensation

Stock Options

The Zomedica Amended and Restated Stock Option Plan (the “Plan”) was amended and restated on June 15, 2022, and provides incentives through the grant of stock options which may be granted to the directors, officers, employees of the Company, and consultants. The Plan is administered by the Board of Directors of the Company, and the aggregate number of shares reserved for issuance under the Plan shall not, at the time of the stock option grant, exceed ten percent of the total number of issued and outstanding shares (calculated on a non-diluted basis). If any stock options granted under this Plan shall expire or terminate for any reason without having been exercised in full, they shall be available for the purposes of granting new stock options under this Plan.

During the nine months ended September 30, 2025 and 2024, the Company issued 16,050,000 and 4,325,000 stock options to purchase an aggregate of 16,050,000 and 4,325,000 common shares, respectively. These options vest over a period of four years and have an expiration period of 10 years.

18

Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

The continuity of stock options for the nine months ended September 30, 2025 and 2024 are as follows:

Number of Options

Weighted-Average Exercise Price

Balance at December 31, 2024

    

89,051,943

    

$

0.3232

Stock options granted

 

16,050,000

0.0798

Stock options forfeited

 

6,828,750

0.1567

Vested stock options expired

 

5,120,557

0.3080

Balance at September 30, 2025

 

93,152,636

$

0.2943

Vested at September 30, 2025

 

56,687,773

$

0.3623

Number of Options

Weighted-Average Exercise Price

Balance at December 31, 2023

    

93,349,943

    

$

0.3338

Stock options granted

 

4,325,000

0.1450

Stock options forfeited

 

9,457,500

0.2102

Vested stock options expired

 

1,355,500

0.4861

Balance at September 30, 2024

 

86,861,943

$

0.3355

Vested at September 30, 2024

 

47,347,774

$

0.3520

The Company recorded the following stock-based compensation expense associated with outstanding stock options:

Three Months Ended September 30, 

Nine Months Ended September 30, 

2025

    

2024

    

2025

    

2024

Stock-based compensation expense

$

436

$

473

$

1,247

$

2,433

As of September 30, 2025, the total unrecognized compensation cost related to nonvested awards was $1,199, which is expected to be recognized over a weighted-average period of 2.5 years.

Cash-Settled Stock Appreciation Rights (“SARs”)

On August 12, 2024, the Board of Directors of the Company adopted the Zomedica Corp. 2024 Stock Appreciation Rights Plan (the “SAR Plan”). The SAR Plan is administered by the Board of Directors, which may delegate administration to a committee of the Board. Up to 10% of the issued and outstanding shares of common stock of the Company (calculated on a non-diluted basis) is available for the grant of SARs. Awards are settled solely in cash and do not result in the issuance of shares.

The Board determines the exercise price of each SAR, which must not be less than the fair market value of one share of common stock on the grant date, as well as the term and vesting provisions of each award. The term of a SAR may not exceed ten years. Upon exercise, participants receive a cash payment equal to the excess of the fair market value of a share of common stock on the exercise date over the exercise price.

SARs granted to employees vest 25% on the first anniversary of the grant date, with the remainder vesting 1/48th per month over the next 36 months. SARs granted to non-employee directors vest 100% on the first anniversary of the grant date, subject to continuous service through the vesting date.

Following termination of service, vested SARs may generally be exercised within 90 days, or up to 12 months in the event of death or disability, but not beyond the expiration date of the SAR. The SAR Plan is subject to the terms outlined in individual grant agreements.

19

Table of Contents

Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

The continuity of SARs for the nine months ended September 30, 2025 is as follows:

Number of SARs

Weighted-Average Exercise Price

Balance at December 31, 2024

13,521,379

$

0.13

Balance at September 30, 2025

13,521,379

$

0.13

Exercisable at September 30, 2025

Vested at September 30, 2025

As of September 30, 2025, unrecognized stock-based compensation expense related to non-employee director SARs was $88 and is expected to be recognized over a weighted-average period of approximately 0.1 years. During the three and nine months ended September 30, 2025, the Company recognized a compensation expense of $431 and $498, respectively, related to SARs. The carrying amount of the SAR liability, measured at fair value, was $618 as of September 30, 2025, and $119 as of December 31, 2024, and is presented within Accrued expenses and other current liabilities on the consolidated balance sheets.

13. Income Taxes

The Company is in an overall domestic net deferred tax liability position for the nine months ended September 30, 2025. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in partial utilization of the Company's US federal and state net operating loss carryforwards and has therefore concluded a valuation allowance of $24,444 is currently necessary. Due to the uncertainty of realizing any tax benefits as of September 30, 2025 due to historical losses, a full valuation allowance remains necessary to fully offset our Canadian deferred tax assets.

On July 4, 2025, the Unites States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act and easing the interest expense limitation rules of Section 163(j), among other changes. The changes in tax law are reflected in the third quarter 2025 provision; the law had an immaterial impact on the Company’s income tax provision.

14. Commitments and Contingencies

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of September 30, 2025, and continuing as of November 4, 2025, the Company is not aware of any pending or threatened material litigation claims against the Company.

Agreements with Qorvo Biotechnologies, LLC

On January 17, 2023, the Company entered into a series of agreements with Qorvo Biotechnologies, LLC. Other than the obligation to purchase a minimum quantity of BAW sensors during the term of the BAW Sensor Supply Agreement from Qorvo US, Inc., the obligations under these agreements were terminated upon the acquisition of Qorvo Biotechnologies, LLC on October 4, 2023.

Development and License Agreement with Brisby, Inc.

On April 4, 2023, the Company entered into a Development and License Agreement with Brisby Inc. Under the terms of this agreement, Brisby grants the Company a license to use, develop, manufacture, have manufactured, offer for sale, sell, and import certain Brisby products, such as the Smart Pet Pad and the Intelligent Pet Bed, along with any future developments of these products.

As part of this agreement, the Company is required to make the following milestone payments:

$3,500 in aggregate cash payments, covering the initial license fee, equity interest, development milestones, and commercial sales;

$750 in warrants upon the first commercial sale of the Smart Pet Pad, determined by dividing the amount due by the closing price of the Company's common stock on the date of such first commercial sale, as reported on the OTCQB marketplace, with a term of 10 years;

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

$750 in warrants upon the first commercial sale of the Intelligent Pet Bed, determined by dividing the amount due by the closing price of the Company's common stock on the date of such first commercial sale, as reported on the OTCQB marketplace, with a term of 10 years;

$5,000 in warrants upon reaching $15,000 in annual net sales of the licensed products, determined by dividing the amount due by the closing price of the Company's common stock on the date that net sales reach $15,000, as reported on the OTCQB marketplace, with a term of 10 years.

As of September 30, 2025, the Company has made $1,611 in cash payments for milestones achieved under this agreement and holds a 19.50% equity stake in Brisby Inc. The remaining cash payments, totaling $1,889, are due upon the achievement of future development milestones and the first commercial sales of the Smart Pet Pad and the Intelligent Pet Bed.

The Company’s investment in Brisby Inc. is accounted for under the equity method in accordance with ASC 323, Investments – Equity Method and Joint Ventures (“ASC 323”), and is included in Other assets on the consolidated balance sheets.

License and Supply Agreement with Cresilon, Inc.

On December 30, 2024 (the “Effective Date”), the Company entered into a License and Supply Agreement with Cresilon, Inc. Under the terms of this agreement, Cresilon will manufacture and supply VETIGEL® Hemostatic Gel and related products (the “Products”) to the Company, ensuring the Products materially conform to agreed specifications.

The agreement grants the Company a perpetual, royalty-bearing exclusive license to promote, market, and sell VETIGEL Products in the United States and, upon regulatory approval, Japan, as well as a non-exclusive license for global markets outside these territories. Both licenses include sublicensing rights but exclude any rights to manufacture the Products. Additionally, the Company received a non-exclusive, transferable trademark license to use Cresilon trademarks solely for the sale and importation of VETIGEL Products.

As part of this agreement, the Company is required to make the following considerations:

$1,500 in an up-front license fee, due upon execution of the Agreement, which was paid during the year-ended December 31, 2024;

$1,000 in a sales milestone payment, payable no later than January 31 of the first calendar year following the first calendar year in which Gross Sales exceed $3,000 (provided this occurs within five years of the Effective Date);

$1,000 in a sales milestone payment, payable no later than January 31 of the first calendar year following the first calendar year in which Gross Sales exceed $5,000 (provided this occurs within five years of the Effective Date);

$2,000 in a sales milestone payment, payable no later than January 31 of the first calendar year following the first calendar year in which Gross Sales exceed $10,000 (provided this occurs within five years of the Effective Date);

Royalties on Net Sales less amounts paid to Cresilon for the Products (“Cresilon Net Sales”), ranging from 5% to 15%, depending on territory and patent status;

A Minimum Royalty obligation (beginning in the second calendar year following the Effective Date), consisting of: (a) a royalty based on at least $1,000 in Cresilon Net Sales; and (b) a shortfall payment based on the number of Products  manufactured by Cresilon to meet that threshold but not purchased by the Company during the applicable calendar year.

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

15. Segment Information

Beginning in the third quarter of 2025, the Company changed our presentation of segment operating results to reflect an incremental reportable segment to our business – Development Services – which did not exist prior to the third quarter of 2025. This new reportable segment reflects a new operating segment that commenced in the third quarter of 2025, which is distinct from our other operating segments and does not meet the aggregation criteria contained within ASC 280 in order to be aggregated with either our Diagnostics or Therapeutis Devices reportable segments. Given the new operating segment is incremental to the Company starting in third quarter of 2025, there were no changes to composition of the operating segments contained within our Diagnostics or Therapeutic Devices reportable segments, and therefore prior period amounts did not need to be recast to reflect this change.

The Company’s operations are comprised of three reportable segments:

Diagnostics, which consists of TRUFORMA®, VETGuardian®, and TRUVIEW® products;

Therapeutic Devices, which consists of Assisi®, PulseVet®, and VETIGEL® products; and

Developmental Services, which consists of contract manufacturing and engineering services.

The Company’s Chief Operating Decision Maker (CODM) is its Chief Executive Officer who has ultimate responsibility for enterprise decisions. Segment information is used by the CODM to evaluate financial performance and to make strategic decisions related to resource allocation and operational focus across the segments. The CODM does not assess individual expense line items beyond cost of goods sold, nor does the CODM evaluate additional financial measures or allocate assets at the segment level.

Although our reportable segments provide similar products, each one is managed separately to better align with the Company’s customers and distribution / development partners. The CODM determines resource allocation for, and monitors performance of, the consolidated enterprise, which includes the Diagnostics, Therapeutic Devices and Development Services segments. The CODM relies on internal segment reporting that analyzes results on certain key performance indicators, namely, revenues, cost of goods sold, and gross profit. Cost of goods sold is the only significant expense evaluated at the segment level, as it is critical for assessing gross profit and segment performance. Costs below gross profit, such as operating expenses, are not allocated to the segments, nor are asset groupings, except for the purpose of periodic impairment analysis.

The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, 

    

Diagnostics

    

Therapeutic
Devices

    

Development
Services

    

Consolidated

2025

2024

2025

2024

2025

2024

2025

2024

Net revenue

$

762

$

507

$

6,671

$

6,490

$

662

$

-

$

8,095

$

6,997

Cost of revenue

 

616

396

1,793

1,541

250

-

 

2,659

  

 

1,937

Gross profit

$

146

$

111

$

4,878

$

4,949

$

412

$

-

$

5,436

$

5,060

Nine Months Ended September 30, 

    

Diagnostics

    

Therapeutic
Devices

    

Development
Services

    

Consolidated

2025

2024

2025

2024

2025

2024

2025

2024

Net revenue

$

2,102

$

1,670

$

18,795

$

17,720

$

662

$

-

$

21,559

$

19,390

Cost of revenue

 

1,762

1,441

5,038

4,410

250

-

 

7,050

  

 

5,851

Gross profit

$

340

$

229

$

13,757

$

13,310

$

412

$

-

$

14,509

$

13,539

For the three months ended September 30, 2025, revenue from external customers in the U.S. was $6,728 and from customers in foreign countries was $1,367, compared to $5,821 and $1,176, respectively, for the same period in 2024. For the nine months ended September 30, 2025, revenue from external customers in the U.S. was $17,342 and from customers in foreign countries was $4,217, compared to $15,881 and $3,509, respectively, for the same period in 2024.

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Zomedica Corp.
Notes to the Condensed Consolidated Financial Statements
(United States Dollars in Thousands)

16. Loss Per Share

Three Months Ended September 30, 

Nine Months Ended September 30, 

    

2025

    

2024

    

2025

    

2024

Numerator

  

  

  

  

Net loss for the period

$

(6,121)

$

(6,697)

$

(77,328)

$

(39,788)

Denominator

 

 

Weighted-average shares - basic

 

979,949,668

979,949,668

979,949,668

979,949,668

Loss per share - basic and diluted

$

(0.01)

$

(0.01)

$

(0.08)

$

(0.04)

As of September 30, 2025 and 2024, the Company had stock options outstanding of 93,152,636 and 86,861,943, respectively, and warrants outstanding of 32,000,000 and 32,561,418, respectively. These securities could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive.

17. Subsequent Events

We have evaluated events and transactions occurring subsequent to the consolidated balance sheet date of September 30, 2025 for items that could potentially be recognized or disclosed in these financial statements. We did not identify any items which would require disclosure in or adjustment to the consolidated financial statements.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

(All amounts are expressed in thousands unless otherwise indicated)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company. The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto for the quarter ended September 30, 2025. This report contains forward-looking statements or forward-looking information (collectively, “forward-looking statements”) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as the safe harbor provisions of applicable Canadian securities legislation, that are based on management’s beliefs and assumptions and involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

Forward-looking statements can also be identified by words such as “future”, “anticipates”, “believes”, “projects”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “should”, “would”, “could”, “can”, “may”, or similar terms. Forward-looking statements are not guarantees of future performance and Zomedica’s actual results may differ significantly from the results discussed in the forward-looking statements. Zomedica cautions that these statements are subject to numerous important risks, uncertainties, assumptions, and other factors, some of which are beyond Zomedica’s control. These risks could cause Zomedica’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to adverse macroeconomic conditions; geopolitical tensions; laws and policies resulting from change in federal government administration; impact of trade tarrifs; changes in consumer confidence and spending in response to economic volatility; our ability to develop and commercialize our products; our ability to integrate our acquisitions successfully into our business; supply chain disruptions that increase our costs and impair our ability to manufacture our products; our ability to attract and keep senior management and key scientific personnel; our ability to obtain and maintain intellectual property protection; the accuracy of our estimates regarding expenses, future revenues, and capital requirements; and the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations, except as required by applicable law.

Components of Revenue and Costs and Expenses

Revenue

Our revenue consisted of consumables sold in the U.S. and internationally associated with our Assisi® products; capital and consumables sold in the U.S and internationally associated with our PulseVet® platform; consumables sold in the U.S associated with our TRUFORMA® platform; subscriptions and services sold in the U.S. associated with our TRUVIEW® products; capital and service agreements sold in the U.S. and internationally associated with our VETGuardian® products; consumables sold in the U.S. and internationally associated with our VETIGEL® products; and contract manufacturing and engineering services and consumables sold in the U.S.

Cost of Revenue

Cost of revenue consisted primarily of the cost of raw materials, labor and overhead used in the assembly of: PulseVet® capital and consumables; TRUFORMA® capital and consumables; Assisi consumables; TRUVIEW® capital and consumables; VETGuardian® capital and services; VETIGEL® consumables sourced under our supply arrangement with Cresilon, Inc.; and labor cost associated with contract manufacturing and engineering services. We expense all inventory obsolescence provisions related to normal manufacturing changes as cost of revenue.

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Operating Expenses

Our current operating expenses consist of three components — general and administrative expenses, research and development expenses, and selling and marketing expenses.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, wages, stock-based compensation, and overhead costs incurred to support our business as a publicly traded company. The functions involved include Accounting, Business Development, Finance, HR, Information Technology, Investor Relations, Legal, and portions of other functional areas. Included within these support costs are significant public company expenses such as stock exchange fees, annual meeting expenses, audit, tax, Sarbanes-Oxley, and other compliance costs.

Research and Development Expenses

Research and development expenses consist of salaries and related expenses for R&D personnel, fees paid to consultants and outside service providers, travel costs, and materials used in clinical trials and general research and development. These costs are primarily focused on leveraging our acquisition of Qorvo Biotechnologies, LLC into new assay development for our TRUFORMA® platform, expanding capabilities and usability within existing products, and exploring new market opportunities.

Selling and Marketing Expenses

Selling and marketing expenses consist of personnel costs, including salaries and related benefits, as well as costs associated with sales and marketing activities including conference and tradeshow attendance, sponsorships, and general advertising and promotional activities.

Canadian Taxes

In Canada, due to the uncertainty of realizing any tax benefits as of September 30, 2025, we continue to record a full valuation allowance against our Canadian deferred tax assets.

Translation of Foreign Currencies

The functional currency, as determined by management, for our subsidiaries in the United States, Switzerland, and Canada is the U.S. dollar, which is also our reporting currency.

The functional currency, as determined by management, for our Japanese subsidiary is the Japanese Yen. Japanese Yen is translated for financial reporting purposes with translation gains and losses recorded as a component of other comprehensive income or loss.

Stock-Based Compensation

Stock-based compensation expense is recognized for awards granted to employees and directors based on the fair value of the awards on the grant date. The Company’s stock-based compensation includes stock options, which are classified as equity awards, and SARs, which are classified as liability awards.

Equity-Classified Awards (Stock Options)

We measure the cost of equity-settled transactions by reference to the fair value of the equity instruments at the grant date. The fair value of stock options is calculated using the Black-Scholes Option Pricing Model and recognized as compensation expense over the vesting period of the award using the graded vesting method. Since our stock-based compensation plans do not require settlement in cash or other assets, stock options are classified as equity awards.

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Compensation expense recognized during the period reflects the fair value of stock-based payment awards that are ultimately expected to vest. We account for forfeitures of employee awards as they occur. The expected term of stock options, which represents the period the options are expected to remain outstanding, is estimated based on the average term of the options. The risk-free interest rate is based on the U.S. treasury yield curve at the time of grant for the expected term. We assume a zero dividend yield at the date of grant, as we do not anticipate paying dividends in the foreseeable future. The expected volatility used in valuing stock options is calculated based on the historical price of the Company’s stock. Changes in volatility would result in a corresponding increase or decrease in the fair value of the options.

Liability-Classified Awards (SARs)

The Company accounts for SARs as liability-classified awards because they are settled solely in cash and do not result in the issuance of equity. The fair value of SARs is initially measured at the grant date and subsequently remeasured at each reporting date until settlement. The fair value of SARs is calculated using the Black-Scholes Option Pricing Model and recognized as compensation expense over the vesting period of the award using the straight-line method. Changes in fair value are recognized as compensation expense in the consolidated statement of operations during the period of remeasurement based on the proportion of the vesting period that has elapsed. The expected term of SARs, which represents the period the SARs are expected to remain outstanding, is estimated based on the average term of the SARs. The risk-free interest rate is based on the U.S. treasury yield curve at the time of valuation for the expected term. We assume a zero-dividend yield, as we do not anticipate paying dividends in the foreseeable future. The expected volatility used in valuing SARs is calculated based on the historical price of the Company’s stock. Changes in volatility would result in a corresponding increase or decrease in the fair value of the SARs.

Upon exercise, SAR participants receive a cash payment equal to the excess of the fair market value of a share of common stock on the exercise date over the exercise price of the SAR. Since SARs are remeasured at each reporting date, volatility in the Company’s stock price may lead to fluctuations in the recognized compensation expense and recorded liability.

Loss Per Share

Basic loss per share, or EPS (earnings per share), is computed by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

Comprehensive Loss

Our comprehensive loss is reported in accordance with ASC 220, Income Statement — Reporting Comprehensive Income (“ASC 220”). Comprehensive loss is net loss plus certain items that are recorded directly to shareholders’ equity.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, costs and expenses, and related disclosures during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those described below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 3 of the notes to our consolidated financial statements included within our 2024 Form 10-K, management has identified the following as “Critical Accounting Policies and Estimates”: Intangible Assets and Business Combinations; Impairment Testing; Valuation and Payback of Property and Equipment; and Revenue Recognition and Liabilities Due to Customers. We believe that the estimates and assumptions involved in these accounting policies may have the greatest potential impact on our financial statements.

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Impairment Testing

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. Financial projections and long-term growth rates used for our reporting units will be consistent with, and use inputs from, our internal long-term business plan and strategies.

Discount rates will be determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We do not make any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.

The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates, cash flow projections, and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value.

During the first quarter of 2025, the Company determined that a triggering event occurred, which required interim testing for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). The triggering event was related to the Company’s market capitalized value, which is a function of its stock price, which had reduced significantly subsequent to the delisting of the Company’s common shares from NYSE American during the three months ended March 31, 2025. We elected to perform a quantitative analysis as part of our interim goodwill impairment test. Our analysis of the PulseVet reporting unit indicated that its carrying amount, including goodwill, exceeded its fair value by approximately 163%. Our analysis of the Assisi reporting unit indicated that its carrying amount, including goodwill, exceeded its fair value by approximately 128%. As part of the Company’s quantitative analysis, we updated our implied fair value calculations to more closely align with our reduced market capitalization as of March 31, 2025. As a result, a non-cash goodwill impairment charge of $45,555 was recorded for the three months ended March 31, 2025. Given that no goodwill remained on our consolidated balance sheets after March 31, 2025, there were no further impairment considerations for the three months ended September 30, 2025.

In connection with our interim impairment analysis during the first quarter of 2025, the Company also evaluated its amortizable intangible assets for recoverability in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”). It was determined that the carrying values of certain intangible assets exceeded their fair values, which were impacted by the same factors noted in the goodwill impairment analysis. As a result, the Company recognized $8,297 in non-cash impairment charges related to these amortizable intangible assets. During the three months ended September 30, 2025, no impairment indicators were identified, which would require a recoverability assessment of intangible assets under ASC 360. Therefore, no impairment charges were recorded for the third quarter of 2025.

Additionally, as part of the interim impairment analysis the Company evaluated its property and equipment for recoverability under ASC 360. Based on this assessment, it was determined that certain property and equipment assets were not fully recoverable due to the same triggering event described above. As a result, the Company recognized a non-cash impairment charge of $1,981 related to property and equipment during the three months ended March 31, 2025. During the three months ended September 30, 2025, no impairment indicators were identified requiring a recoverability assessment of property and equipment under ASC 360. Accordingly, no impairment charges were recorded for the third quarter of 2025.

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While the Company continues to believe its estimates of fair value for its amortizable intangible assets and property and equipment are reasonable, changes in assumptions concerning future financial performance, increases in discount rates, or other market and operational factors could negatively impact the recoverability of these assets. As a result, the Company may be required to recognize additional impairment charges related to its amortizable intangible assets or property and equipment in future periods.

Valuation and Payback of Property and Equipment

Diagnostic based TRUFORMA® capital is placed in fixed assets once purchased or manufactured, where they remain, undepreciated, until they are placed with our customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of this placed capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period of the initial investment in the asset is less than the ten-year life of the asset, we conclude that the assets have been properly recorded, and no write-down is necessary. We rely on various data points and assumptions, including, but not limited to, the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements. Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.

The customer is obligated to purchase consumables during the placement period. However, since the customer is not obligated to purchase the capital, and can return it at any time, we are exposed to a risk of loss to the extent the customer returns the capital and discontinues consumable or related service purchases.

As of September 30, 2025, the carrying value of our Diagnostic instruments was $9,817. Significant assumptions included in the realization model are the rate of placement and expected utilization over the life of the instrument. A 25% reduction in the estimated revenues associated with annual placements of instruments would increase the payback period from 4.08 years to 5.53 years as of September 30, 2025.

Revenue Recognition

The nature of our Therapeutic Device business segment gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. When revenue is recognized, a simultaneous adjustment for returns is estimated, reducing revenue. Estimated return credits are presented as a reduction to gross sales with the corresponding reserve presented as customer contract liabilities.

Variable consideration related to unused shock credits is calculated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are non-refundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, enabling the customer to always have a trode on hand with ample capacity to perform treatments.

The number of trodes returned by year is tracked against the number of trodes sold in that same year, creating a current experience rate. It is assumed that the ultimate return rate for the trodes is 98%. For annual calculations, it is assumed that the expected returns in the current year for each layer increase to the experience rate of the year immediately preceding it. Once the 98% is reached the layer is removed from the calculation. The annual incremental change in expected returns is multiplied by an average return credit amount, generating the current liability due to customers.

The average return credit is calculated by dividing the actual shock credits issued by the actual number of trodes returned. A variance in the assumed return rate compared to the actual rate would impact the estimate and potentially understate net sales (overestimated rate) or overstate net sales (underestimated rate) in any given year and create a corresponding misstatement of the liability due to customers.

Results of Consolidated Operations

Our results of operations for the three and nine months ended September 30, 2025 and 2024 are as follows:

Revenue

Revenue for the three months ended September 30, 2025 was $8,095, compared to $6,997 for the three months ended September 30, 2024, an increase of $1,098, or 16%. Revenue for the nine months ended September 30, 2025 was $21,559, compared to $19,390 for the nine months ended September 30, an increase of $2,169, or 11%.

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The increase in revenue for the three months ended September 30, 2025, was primarily due to contract manufacturing and engineering revenue recognized during the current period; growth in TRUFORMA® products, including the impact of launching new assays since the end of the comparative period; growth in consumables sales in our existing PulseVet® products; sales from VETIGEL® which the Company began to market and sell in the current period; and growth in our existing Assisi® products. The increase in sales for the nine months ended September 30, 2025, was primarily due to growth in consumables sales in our existing PulseVet® products; contract manufacturing and engineering revenue recognized during the current period; growth in TRUFORMA® products, including the impact of launching new assays since the end of the comparative period; sales from VETIGEL® which the Company began to market and sell in the current period; and growth in our existing Assisi® products. In general, we expect revenue to increase in subsequent periods as we increase our sales, marketing, and commercialization efforts.

Cost of Revenue

Cost of revenue for the three months ended September 30, 2025 was $2,659, compared to $1,937 for the three months ended September 30, 2024, an increase of $722, or 37%. Cost of revenue for the nine months ended September 30, 2025 was $7,050, compared to $5,851 for the nine months ended September 20, 2025, an increase of $1,199, or 20%.

The increase in cost of revenue for the three months ended September 30, 2025, was primarily driven by increased manufacturing expense resulting from higher unit sales as well as higher depreciation expense associated with capital projects completed in the second half of 2024. The increase in cost of revenue for the nine months ended September 30, 2025, was driven primarily by increased manufacturing expense resulting from higher unit sales as well as higher depreciation expense associated with capital projects completed in the second half of 2024, partially offset by prior period manufacturing costs related to integration of our Minnesota manufacturing facility, which did not recur in the current period. We anticipate that costs of revenue will continue to increase in subsequent periods in accordance with increased unit sales as described above.

Gross Profit

Gross profit margin for the three months ended September 30, 2025 was 67%, compared to 72% for the three months ended September 30, 2024. Gross profit margin for the nine months ended September 30, 2025 was 67%, compared to 70% for the nine months ended September 30, 2024.

The decrease in gross profit margin percentage for the three months ended September 30, 2025, was primarily due to higher depreciation expense associated with capital projects completed in the second half of 2024 and the impact of the change in product mix associated with our unit sales. The decrease in gross profit margin percentage for the nine months ended September 30, 2025, was primarily due to higher depreciation expense associated with capital projects completed in the second half of 2024, partially offset by improvements associated with the integration of our Minnesota manufacturing facility, as well as the further absorption of fixed costs driven by increased unit sales.

General and Administrative

General and administrative expense for the three months ended September 30, 2025 was $5,900, compared to $6,765 for the three months ended September 30, 2024, a decrease of $865, or 13%. General and administrative expense for the nine months ended September 30, 2025 was $18,324, compared to $23,366 for the nine months ended September 30, 2024, a decrease of $5,042, or 22%.

The decrease in general and administrative expense for the three months ended September 30, 2025, was primarily driven by decreased professional fees for specialized accounting and development work associated with acquisitions in the prior comparative period which did not recur, lower wages and related benefits, and lower amortization expense. These decreases were partially offset by higher stock-based compensation expense. The decrease in general and administrative expense for the nine months ended September 30, 2025 was primarily driven by professional fees for specialized accounting and development work associated with acquisitions in the prior comparative period which did not recur, one-time special meeting and proxy fees incurred in the prior comparative period, lower stock-based compensation expense, lower wages and related benefits, and lower amortization expense. While we expect future general and administrative expense to increase, we expect it to decrease proportionally relative to sales and related product expansion.

Research and Development

Research and development expense for the three months ended September 30, 2025 was $1,784, compared to $1,845 for the three months ended September 30, 2024, a decrease of $61, or 3%. Research and development expense for the nine months ended September 30, 2025 was $5,523, compared to $5,122 for the nine months ended September 30, 2024, an increase of $401, or 8%.

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The decrease in research and development expense for the three months ended September 30, 2025, was primarily driven by a decrease in lab supplies expense. The increase in research and development expense for the nine months ended September 30, 2025, was primarily driven by the continued buildup of internal capabilities to develop, test, and manufacture our next generation of therapeutic and diagnostic products. This included increases in external consulting and contract manufacturing fees, as well as lab supplies expense. We anticipate that research and development expense will continue to increase as we maintain and enhance our current product lines and develop new products.

Selling and Marketing

Selling and marketing expense for the three months ended September 30, 2025 was $4,358, compared to $3,890 for the three months ended September 30, 2024, an increase of $468, or 12%. Selling and marketing expense for the nine months ended September 30, 2025 was $14,018, compared to $11,920, an increase of $2,098, or 18%.

The increase in selling and marketing expenses for the three months ended September 30, 2025 was primarily driven by higher commissions associated with increased revenue. The increase in selling and marketing expenses for the nine months ended September 30, 2025 was primarily driven by higher commissions associated with increased revenue and higher salaries associated with the increased headcount of our sales departement as we built our staff through hiring campaigns. We expect future selling and marketing expense to increase in line with product expansion and growth in our commercialization efforts.

Impairment Expense

There was no impairment expense recorded for the three months ended September 30, 2025 or September 30, 2024. Impairment expense for the nine months ended September 30, 2025 was $55,833, compared to $16,024 for the nine months ended September 30, 2024.

The impairment expense for the nine months ended September 30, 2025 was due to impairment charges recognized as a result of a significant decline in the Company’s market capitalization following the delisting of its common shares from NYSE American. The impairment charges consisted of $45,555 related to goodwill, $8,297 related to amortizable intangible assets, and $1,981 related to property and equipment. The impairment charge for the nine months ended September 30, 2024 was attributable to goodwill impairment recognized as a result of slowed future growth projections and the allocation of operating expenses.

Net Loss

Net loss for the three months ended September 30, 2025 was $6,121 compared to a net loss of $6,697 for the three months ended September 30, 2024, a decrease of $576, or 9%. Net loss for the nine months ended September 30, 2025 was $77,328, compared to $39,788 for the nine months ended September 30, 2024, an increase of $37,540, or 94%.

The change in net loss for both comparative periods was attributed to the matters described above, particularly the significant impairment expense. We expect to continue to record net losses in future periods until such time as we have sufficient revenue from product sales to offset our operating expenses.

Cash Flows

The following table shows a summary of our cash flows for the periods set forth below:

    

Nine Months Ended September 30, 

    

2025

    

2024

    

Change

Cash used in operating activities

$

(16,750)

$

(19,105)

$

2,355

    

(12)%

Cash provided by investing activities

 

17,126

 

15,938

1,188

 

7%

Cash used in financing activities

(70)

70

n/a

Increase (decrease) in cash and cash equivalents

 

376

 

(3,237)

3,613

 

112%

Effect of exchange rate changes on cash

 

99

 

32

67

 

209%

Cash and cash equivalents, beginning of period

 

7,021

 

12,952

(5,931)

 

(46)%

Cash and cash equivalents, end of period

$

7,496

$

9,747

$

(2,251)

 

(23)%

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Net cash used in operating activities for the nine months ended September 30, 2025 was $16,750 compared to $19,105 for the nine months ended September 30, 2024, a decrease in cash used of $2,355, or 12%. The decrease in cash used in operating activities primarily resulted from the decrease in operating expenses noted above, excluding the impact of non-cash charges, including stock-based compensation and impairment expense.

Net cash provided by investing activities for the nine months ended September 30, 2025 was $17,126 compared to $15,938 for the nine months ended September 30, 2024, an increase in cash provided of $1,188, or 7%. The increase in cash provided by investing activities primarily resulted from decreased capital expenditures and decreased investment in nonconsolidated entities as compared to the prior comparative period, partially offset by lower securities matured in the current period. The prior period capital expenditures amount was driven largely by warehouse expansion and automated line spend, which did not recur in the current period.

There was no net cash used in financing activities for the nine months ended September 30, 2025, compared to $70 for the nine months ended September 30, 2024. The prior period amount was attributable to stock option issuance costs paid during the third quarter of 2024, which did not recur.

Liquidity, Capital Resources, and Financial Condition

We have incurred losses and negative cash flows from operations since our inception in May 2015. As of September 30, 2025, we had an accumulated deficit of $295,243. We continue to fund our working capital requirements primarily through revenue generating activity and proceeds generated from our past sales of our equity and equity-related securities and the exercise of stock options and warrants.

As of September 30, 2025, the Company had working capital (defined as current assets minus current liabilities) of $56,261.

Short-Term Cash Requirements

We believe that our existing cash is sufficient to fund our expected short-term needs (defined as the next 12 months). We currently have fixed obligations in association with our building leases and quarterly inventory orders. We also have payment obligations associated with our on-going clinical studies, and we believe that we have sufficient cash to cover these requirements. We do not expect that our operations will require significant increases in our short-term cash needs, and our short-term cash requirements have not changed materially since the 2024 Form 10-K.

Long-Term Cash Requirements

We believe that our existing cash resources will be sufficient to fund our expected operational requirements for the long-term period (defined as beyond the next twelve months). We regularly evaluate our business plans and strategy. These evaluations often result in changes to our business plans and strategy, some of which may be material and significantly change our cash requirements. Ongoing business development activity may also require us to use some of our liquidity and use of additional capital to fund newly acquired operations. If we raise additional funds by issuing equity securities, our existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict operations.

Our future capital requirements depend on many factors, including, but not limited to:

the costs and timing of our development and commercialization activities;
the cost of manufacturing our existing and future products;
the cost of marketing and selling our existing and future products including marketing, sales, service, customer support and distribution costs;
the expenses needed to attract and retain skilled personnel;
the costs associated with being a public company;
the costs associated with additional business development or mergers and acquisitions activity, including acquisition-related costs, earn-outs or other contingent payments and costs of developing and commercializing any technologies to which we obtain rights;

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third-party costs associated with the development and commercialization of our existing and future products and the ability of our development partners to satisfy our requirements on a timely basis;
the scope and terms of our business plans from time to time, and our ability to realize upon our business plans; and
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing possible patent claims, including litigation costs and the outcome of any such litigation.

The Company’s long-term cash requirements have not changed materially since the 2024 Form 10-K.

U.S. Taxes

As of September 30, 2025, we had deferred tax assets for net operating loss carryforwards for U.S. federal income tax purposes of $20,005 and non-capital loss carryforwards for Canada of $6,419, which will begin to expire in fiscal year 2035. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and non-capital loss carryforwards. In 2021, we concluded that, due to the limitations under Section 382, our U.S. federal income tax net operating loss carryforwards, as well as R&D credit carryforwards, for the periods prior to February 11, 2021 have been limited to zero. We therefore have derecognized $3,814 of this asset, reducing the carryforward of these amounts to $16,191.

On July 4, 2025, the Unites States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act and easing the interest expense limitation rules of Section 163(j), among other changes. The changes in tax law are reflected in the third quarter 2025 provision; the law had an immaterial impact on the Company’s income tax provision.

Climate Change

Increased public awareness and concern about climate change will likely continue to (1) generate more regional and/or national requirements to reduce greenhouse gas emissions; (2) increase energy efficiency and reduce carbon pollution; and (3) cause a shift to cleaner and more sustainable sources of energy which may be more expensive than using fossil fuels as an energy source.

The potential impact of climate change on our operations and the needs of our customers remains uncertain. Scientists have proposed that the impacts of climate change could include changes in rainfall patterns, water shortages, changes to the water levels of lakes and other bodies of water, changing storm patterns, more intense storms and changing temperature levels. These changes could be severe and vary by geographic location. Climate change may also affect the occurrence of certain natural events, the incidence and severity of which are inherently unpredictable

The effects of climate change also may impact our decisions to construct new buildings or maintain existing facilities in any areas that are or become prone to physical risks, which could similarly increase our operating costs. We could also face indirect financial risks passed through the supply chain that could result in higher prices for resources, such as energy. Additionally, climate change may adversely impact the demand, price and availability of property and casualty insurance that insures our physical assets. Due to significant economic variability associated with future changing climate conditions, we are unable to predict the impact climate change will have on us in the future.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Evaluation of our disclosure controls

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report was made under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer.

Based upon that evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of September 30, 2025.

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Changes in Internal Control Over Financial Reporting

During the three months ended September 30, 2025 there were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

There have been no material changes in our risk factors from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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Item 6. Exhibits.

The exhibits listed on the accompanying index to exhibits immediately preceding the exhibits are filed as part of, or hereby incorporated by reference into, this Quarterly Report.

EXHIBIT INDEX

Exhibit 
No.

 

Description

31.1**

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**

Certification of Vice President of Finance and Corporate Controller, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer and Vice President of Finance and Corporate Controller, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL (1).

101.SCH

Inline XBRL Taxonomy Extension Schema Document (1).

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document (1).

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document (1).

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document (1).

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document (1).

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

+

Indicates management contract or compensatory plan.

*

Furnished herewith

**

Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 4, 2025.

Zomedica Corp.

By:

/s/ Larry Heaton

Name:

Larry Heaton

Title:

Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Michael Zuehlke

Name:

Michael Zuehlke

Title:

Vice President of Finance and Corporate Controller  

(Principal Financial and Accounting Officer)

35

FAQ

How did ZOMDF perform in Q3 2025?

Q3 net revenue was $8,095, gross profit $5,436, and net loss $6,121.

What drove ZOMDF’s year-to-date loss in 2025?

The YTD net loss of $77,328 was primarily driven by $55,833 of non-cash impairment expense recorded earlier in 2025.

What are ZOMDF’s liquidity levels?

Cash was $7,496 with available-for-sale securities of $45,628 current and $1,242 noncurrent as of September 30, 2025.

Which segment led revenue for ZOMDF in Q3 2025?

Therapeutic Devices led with Q3 revenue of $6,671; Diagnostics delivered $762 and Development Services $662.

Did ZOMDF record goodwill on its balance sheet?

No. Goodwill was fully impaired in 2025, including $45,556 in Therapeutic Devices.

What was ZOMDF’s share count?

Common shares outstanding were 979,949,668 as of November 3, 2025.
Zomedica Corp

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Medical Devices
Healthcare
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United States
Ann Arbor