22 September 2025

AOTI, INC. (the "Company" or "Group" or "AOTI")

2025 Interim Results

Accelerating topical oxygen as a new market category for the durable healing of wounds and delivering outcomes-based care

Key validation milestones achieved despite healthcare sector headwinds in the US

AOTI, Inc. (AIM: AOTI), a medical technology group focussed on the durable healing of wounds and the prevention of amputations, announces its unaudited results for the six-month period ended 30 June 2025 ("the Period" or "H1 2025").

Operational Highlights:

●     Continued progress in establishing Topical Oxygen as a new market category and validation of the TWO₂^® therapy value proposition for the durable healing of chronic wounds.

●     Revenue growth delivered across all segments; strong performance in Q1 (revenue growth +26%) offset in Q2 by negative impact from US government efficiency and the One Big Beautiful Bill Act initiatives in common with peer group.

o  Revenue growth in the six-month period ended 31 March 2025 was approximately 38%.

●     Due to the transitional headwinds that currently exist across US healthcare, the Company implemented organisational and operational changes across its commercial teams to be more adaptable to today's unprecedented market conditions and has put in place targeted and prudent cost containment measures to optimise near term discretionary spend.

●     On track to deliver revised FY 2025 guidance as indicated in the July trading statement, with revenue growth for FY 2025 expected to be in the mid-teens and adjusted EBITDA margin expected to be low double digit. Trading post period in July and August has been consistent with this revenue growth guidance.

Post Period:

●     Three key validation milestones that support longer term commercial opportunities, and provide valuable precedents for other reimbursement bodies, including the Centers for Medicare & Medicaid Services (CMS) local coverage determination (LCD) in the US:

o  California Medicaid: Market access momentum with Provider ID awarded in the largest Medicaid market in the US;

o  Germany: Nationwide TWO₂^® treatment recommendation by the Federal Joint Committee (G-BA), and;

o  UK: National Institute for Health and Care Excellence (NICE) treatment recommendation in updated Diabetic Foot Problems: Prevention and Management guideline.

·      TWO₂^® therapy is now available across the NHS via NHS Supply Chains' Advanced Wound Care Framework.

Financial Highlights:

n.m. = not meaningful

●     Revenues of $31.8m (H1 2024: $26.3m): Up 20.9%, increase mainly driven by Medicaid (up 57.1%) with growth across all business segments. Strong trading performance in Q1 2025 - c.26% growth, more subdued growth in Q2 2025 c.16% growth with greater impact from US government efficiency initiatives.

●     Adjusted EBITDA of $3.1m (H1 2024: $3.4m): Robust Adjusted EBITDA despite US healthcare headwinds and additional costs due to higher (non-cash) Current Expected Credit Loss (CECL)* provision (linked to higher receivables), investment in sales team and listing costs not incurred in H1 2024. Adjusted EBITDA margin of 9.6% (H1 2024: 12.9%).

●     Receivables: Insurers in Arizona continue to delay payment for services provided, increasing receivables balance, but with the initial claims having now been paid in full. We are continuing to pursue claims with insurers and engage with the state Medicaid agency to resolve the situation.

●     Net debt position of $5.4m (H1 2024: net cash $5.5m): amendment to existing loan agreement provides an additional $11.0m loan with a reduced overall interest rate and longer amortization terms, with significant headroom against all covenant tests for the year**. Current cash of $14.4m and debt of $19.8m.

Outlook:

●     As indicated in the July trading statement, revenue growth for FY 2025 is expected to be in the mid-teens and adjusted EBITDA margin is expected to be low double digit. Trading post period in July and August has been consistent with this revenue growth guidance.

●     The Company continues to view current US headwinds as transitional, and we remain firmly focused on executing our growth strategy and restoring historical momentum in the medium term. In the near term, it is expected that the main sources of revenue will continue to be driven from increasing penetration of the Veterans' Administration (VA) and expanded penetration within the New York Medicaid sector where coverage of TWO₂^® therapy is mandated. In other states where we have obtained Medicaid Provider IDs, we will continue to pursue reimbursement with state agencies and payers, but this is where we are experiencing the strongest headwinds created by the One Big Beautiful Bill Act as indicated in our July trading statement.  We expect our growth trajectory to return to the higher levels previously achieved as these transitory market dynamics subside.

Dr. Mike Griffiths, Chief Executive Officer & President of AOTI, said: "Performance for the first half of 2025 saw growth across all segments as we continue to build awareness and adoption of our cost and limb saving TWO₂^® therapy. We are prioritising our commercial execution to the main revenue generating opportunities, while strategically investing in the drivers that will allow for accelerated growth in the mid-term.

AOTI is uniquely positioned to deliver effective cost-saving outcomes and clinical data-driven care which aligns with the US Administration's stated healthcare priorities. Consequently, we believe that the unprecedented headwinds we have been experiencing recently will ultimately turn into tailwinds for our business.

The positive G-BA coverage recommendation for TWO₂^® in Germany, the granting of our Provider ID in California, as well as inclusion of topical oxygen therapy in the updated NICE treatment guidelines in the UK, all serve as valuable benchmarks for other reimbursement bodies, including CMS in the US. Importantly, reimbursement by the CMS would fully unlock access to Medicare-eligible, as well as accelerate access to Medicaid-eligible, patients, in what we believe would be a transformational revenue driver milestone."

The Interim Results for the Period ended 30 June 2025 will be published on the Company's website today at https://aotinc.net.

Analyst Meeting

A presentation for sell-side analysts will be held this morning at the offices of FTI Consulting, 200 Aldersgate, London, EC1A 4HD. The meeting will commence at 09:30 British Summer Time (BST) and will also be held via webcast for those who would prefer to join virtually. If you would like to attend in person or via the dial-in details, please inform: [email protected].

Investor Presentation

A presentation for all existing and potential shareholders will be held later today via the Investor Meet Company platform at 11:30 BST.  Investors can sign up to Investor Meet Company for free and add to meet AOTI, INC. via: https://www.investormeetcompany.com/aoti-inc/register-investor.  Investors who already follow AOTI, INC. on the Investor Meet Company platform will automatically be invited.

For more information please contact:

ABOUT AOTI, INC.

AOTI, INC. was founded in 2006 and is based in Oceanside, California, US and Galway, Ireland, providing innovative solutions to resolve severe and chronic wounds worldwide. Its products reduce healthcare costs and improve the quality of life for patients with these debilitating conditions. The Company's patented non-invasive Topical Wound Oxygen (TWO₂^®) therapy has demonstrated in differentiating, robust, double-blinded randomized controlled trials (RCT) and real-world evidence (RWE) studies to more-durably reduce the recurrence of Diabetic Foot Ulcers (DFUs), resulting in an unprecedented 88 per cent reduction in hospitalizations and 71 per cent reduction in amputations over 12 months. TWO₂^® therapy can be administered by the patient at home, improving access to care and enhancing treatment compliance. TWO₂^® therapy has received regulatory clearance from the US (FDA), Europe (CE Mark), UK (MHRA), Health Canada, the Chinese National Medical Products Administration, Australia (TGA) and in Saudi Arabia. TWO₂^® therapy has also recently received positive coverage recommendations from the Federal Joint Committee (G-BA) in Germany and National Institute for Health and Care Excellence (NICE) in the United Kingdom. Also see www.aotinc.net

*Current Expected Credit Losses (CECL) methodology as required by the Financial Accounting Standards Board (FASB), Accounting Standards Update No. 2016-13 Financial Instruments - Credit Losses (topic 326)

** Key terms for the revised SWK Funding LLC loan

The loan has been increased by $11.0 million to a facility of $19.5 million at an interest cost of SOFR plus 7.75% (reduced from SOFR plus 9.50%), with maturity extended to February 2029 and an interest only period until February 2027.

The SOFR floor has reduced from 3.50% to 3.15%.

Covenants are tested calendar quarterly and include (1) Minimum Consolidated Unencumbered Liquid Assets being the greater of $2.0 million and last three months Operating Burn (mainly consisting of operating cash out flows plus expenditures for property, plant and equipment); (2) Minimum Revenue on a last twelve month basis of $62.7 million as at 30 September 2025 increasing quarterly to $64.7 million as at 31 December 2025 and reaching $72.5 million from 31 December 2026 onwards; and (3) Minimum EBITDA on a last twelve month basis of $5.5 million as at 30 June 2025 increasing quarterly to $6,000,000 as at 31 December 2025 and reaching $6.8 million from 31 December 2026 onwards.

A long-term sustainable and resilient growth model despite headwinds

The first half of 2025 has seen growth across all segments of the business. In the first three months of 2025 the Group recorded revenue growth of approximately 26%. As outlined in the July trading update, trading in Q2 2025 was more volatile and growth more subdued than previous periods. This is in common with our peers with significant exposure to the US healthcare sector and due to the impact of US government policy and spending initiatives causing disruption across payers.

The impact of these US headwinds has resulted in a slowdown of overall revenue growth, impacting EBITDA and cash generation, but they are expected to be transitional, and in due course we expect to be a net beneficiary of the cost reduction and treatment goals of the US Administration.

First half revenue increased 20.9% to $31.8m (H1 2024: $26.3m) mainly driven by Medicaid (up 57.1%). Adjusted EBITDA was down slightly to $3.1m (H1 2024: $3.4m) and an adjusted EBITDA margin of 9.6%.

Veterans Administration (VA) (54% of total revenues in H1 2025)

As previously indicated, performance for the VA was weaker in the second quarter due to continued disruption from the impact of VA head count reduction and efficiency initiatives. The disruption is expected to extend into H2 2025, but we anticipate this to abate as the year progresses as it has been reported that most of these initiatives have now been implemented.

Medicaid (44% of total revenues in H1 2025)

Revenue growth remained robust at 57.1% (H1 2024: 83.8% growth), underpinned by the performance within NY Medicaid, where clear coverage policies for topical oxygen are mandated by the state. Revenue growth in H1 2025 would have been higher if not for the continuing disruption with billing and payment in Arizona state (see "Receivables" below).

Other (2% of total revenues in H1 2025)

Revenue growth was 0.7% which was mainly driven by the Gulf region of the Middle East. We expect GB-A coverage in Germany and NICE recommendation in the UK to enable progress in the second half of the year.

Organisation and operational changes

In response to the current external challenges, the Company has implemented a number of organisational and operational changes. A new internal appointment was made to lead the VA segment's commercial activities with the objective to drive growth and penetration by leveraging the strong foundations that have been in place for many years and optimising sales incentivisation policies.

In H2 2025, as previously indicated, we continue to see uncertainty as a direct and indirect result of the US government cost containment initiatives within the healthcare system. In particular for the Medicaid market segment, it is likely to impact progress in securing informal coverage in new expansion states and patient populations prior to receipt of more definitive coverage determinations and has the potential to cause disruption through H1 2026.

The Board believes however that both the US Administration's efforts and the implementation of the One Big Beautiful Bill Act, that focus largely on cost reductions and value-based care, should ultimately provide AOTI with a favourable health economic framework to drive accelerated growth in the medium and long term, due to the Company's products' proven durable clinical outcomes and cost savings, likely turning today's headwinds into tailwinds.

Market access strategy & segment performance

Complex reimbursement requirements

Obtaining and maintaining reimbursement with individual payers is time-consuming and sometimes unpredictable prior to a mandated coverage determination being granted either by CMS or individual Medicaid states. As a result, the coverage determination process is often time-consuming and costly requiring the Company to provide substantive scientific and clinical evidence to support the use of the Company's products to each payer separately, with no assurance that coverage and adequate reimbursement will be applied consistently or obtained in the first instance.

Consequently, most companies wait for CMS coverage prior to actively commencing marketing activities. AOTI, has taken a more proactive approach, grounded in the investments made by the founders prior to IPO. As we possess such a unique and differentiating value proposition, in the period prior to receiving a positive CMS coverage determination, we chose and continue to work with individual state Medicaid agencies and managed care insurers to obtain coverage and reimbursement for TWO₂^® therapy.

AOTI's approach to market access is the basis of a three-phase expansion plan to deliver the Group's long-term growth objectives. Ultimately, as these phases are implemented, the remaining payer categories will also provide reimbursement. The Group is targeting these sectors because they have the highest diabetes and chronic wound prevalence rates.

●     The first phase of the Company's reimbursement strategy has successfully been completed with reimbursement for the Company's TWO₂^® therapy having been secured in the VA and New York Medicaid for a number of years. As noted above, it is in the VA and New York Medicaid where the Company expects the main revenue generation to continue in the near term.

●     The second phase of expanding wider state Medicaid payer coverage is ongoing, and now very well progressed with market access secured in 13 Medicaid states, which is ahead of our business model and strategy. This strategy is key to our ability to accelerate our growth and profitability, once broad market reimbursement (post CMS coverage) has been attained. While we are billing in six states currently, we do not expect material revenue contributions from these (with the exception of New York and Arizona) in the near-term given the challenges from current headwinds with the payers/insurance companies focused mostly on adapting to the evolving US healthcare landscape.

●     The third phase of the Group's market access strategy will be achieving full US national coverage through a CMS coverage determination and resultant access to the Medicare population, which will also allow for accelerated access to Medicaid and private payer populations. CMS is currently in process of their coverage review for topical oxygen therapy.

New York - mandated Medicaid coverage policy

New York has a mandated coverage policy in place for Medicaid that provides a reimbursement code and coverage criteria for topical oxygen, which is a unique situation. As a result, insurers cannot reject the treatment but require we follow a sometimes cumbersome preauthorisation process.

In other states, our approach to obtaining Medicaid reimbursement is currently different to New York. Prior to us achieving a mandated coverage policy in other states, reimbursement is achieved based on medical necessity (determined by a doctor) and demonstrating value (clinical and cost savings) to the managed care insurers. Prior to the US government efficiency initiatives and the One Big Beautiful Bill Act, our strong efficacy and cost-saving credentials were enough to provide informal coverage in other states once we achieved our Provider IDs. The payers' reaction to the unprecedented changes to be implemented in the Act have been to initially deny claims resulting in the need for appeals (as in the state of Arizona), or slow reimbursement negotiations. Consequently, outside of New York and Arizona, we do not expect significant Medicaid revenues in the near term while those reimbursement negotiations remain ongoing.

CMS topical oxygen therapy (TOT) coverage

The Company has made significant progress in US market access, securing Provider IDs in 13 states, building relationships with key opinion leader (KOL) clinicians, major payer and insurance networks, and engaging with key regulatory and reimbursement bodies. These efforts form the foundation for the third phase of our commercial strategy, namely achieving broader national coverage through CMS, a federal agency within the US Department of Health and Human Services responsible for administering the largest public health insurance programmes in the US. CMS is actively reviewing topical oxygen for a Local Coverage Determination (LCD) policy that would provide mandated coverage for all Medicare participants across the US (in a similar fashion to New York state) and a predicate for all payers nationwide.

Recent key validation milestones as to where CMS might conclude their analysis include our recent market access success in attaining our Provider ID in California, the G-BA positive treatment recommendation in Germany and the NICE fast track DFU guideline recommendation for topical oxygen therapy in the UK.  These endorsements reinforce the Company's clinical and economic value proposition in the US and internationally and are all strong predicates in support of a positive CMS coverage determination.

While we clearly have no indication of the timing or likely outcome from this review, the Company's extensive evidence based clinical and value proposition, combined with recent progress in many markets, we believe provides a compelling reference points for CMS and positions us strongly for national reimbursement success.

The process for CMS Medicare coverage is summarised below:

●     Under social security law, Medicare coverage is limited to items and services that are deemed reasonable and necessary for the diagnosis or treatment of an illness or injury.

●     CMS conducts an evidence-based process to make such determinations, which is administered in the case of Durable Medical Equipment (DME) devices by a group of four DME Medicare Administrative Contractors (DMEMACs) utilising what is called Local Coverage Determination (LCD) process.

●     An LCD coverage request is made to the DMEMACs based on substantive Randomized Controlled Trial (RCT) clinical evidence. The DMEMACs then decide if the request meets mandated criteria and is Valid, convening an expert review committee if desired.

●     The DMEMAC Medical Directors then conduct a detailed analysis of the evidence to conclude if the therapy should be covered and draft the LCD - this is the current stage of the topical oxygen LCD process.

●     A Proposed (Draft) LCD is published with a 45-day open public comment period. CMS now has up to 365 calendar days from the publication date to finalise.

●     The Final Rule is then published and comes into force after 60 days.

●     If Coverage is defined, then the pricing and coverage policy are set by DMEMACs and detailed in the LCD and accompanying Local Coverage Articles (LCAs).

CMS coverage opportunity

Once a coverage determination is issued by CMS, it would provide the Company with access to the c.65 million Medicare beneficiaries (Americans over 65 years of age) who have a 25 per cent. prevalence rate of diabetes.

The LCD will establish the coverage criteria and through an updated fee schedule will set the national Medicare reimbursement rate and mandate reimbursement across all US jurisdictions.

Medicaid commercial acceleration with CMS coverage

CMS coverage via a LCD creates a strong predicate and will also automatically allow for the coverage codes to be active across all Medicaid states that will help to accelerate and streamline state level coverage policies, market access, adoption and reimbursement.

Conclusion

Despite current headwinds caused by the ongoing transformation of the US healthcare landscape, we have seen growth across all segments of the business in the first half and continued to make commercial progress in establishing Topical Oxygen as a new market category in the durable healing of chronic wounds. Whilst trading post period in July and August has been consistent with our revenue growth guidance, the impact of disruption in the US healthcare space continues and as such in the near term we expect most of our revenue will continue to come from the VA and New York (and Arizona) Medicaid. We are adapting to the US disruptions and believe AOTI is uniquely positioned to deliver effective outcomes and value-based care through its innovative TWO₂^® therapy that aligns with the US Administration's focus on achieving substantive cost reductions and home delivered value-based care. Recent positive decisions in Europe continue to validate our clinical and value proposition supporting a positive coverage determination by CMS in the US which would resolve the current levels of friction and uncertainty we are experiencing in the market, as well as launch AOTI into the third phase of the Company's growth strategy.

19 September 2025

Financial Report

Financial highlights

* Certain changes are calculated on underlying numbers before rounding

n.m. - not meaningful

Revenue

Revenues grew 20.9% to $31.8m in the period (H1 2024: $26.3m). This was driven by growth across all market segments, but predominantly through growth in the Medicaid segment.

Gross Profit

Gross Profit increased 21.4% to $27.9m, and Gross Margin increased to 87.7% representing a 0.4% increase. The mix of business towards the higher margin Medicaid segment increased from 33.9% to 44.1%.

Operating expenses

Operating expenses increased by 1% to $25.9m in the period. Excluding share-based compensation and IPO related costs, underlying operating expenses increased from $20.5m in H1 2024 to $25.9m in H1 2025, an increase of 26.6%. This is due to the investment in the sales team and sales support activities, listing related costs and non cash CECL provision.

Adjusted EBITDA

Adjusted EBITDA was $3.1m (H1 2024: $3.4m) a reduction of 9.5%. This was due to investments in the sales team and sales support activities in anticipation of stronger than expected growth in revenue as well as additional costs for increased non cash CECL provision and listing costs that were not incurred in H1 2024. As the business navigates the headwinds caused by disruption in the US healthcare system, we expect Adjusted EBITDA margins to improve over the medium term.

Profit from Operations

The Profit from Operations was $2.0m compared to a $2.7m loss in H1 2024. In 2024 this includes non-cash share-based payments and strategic advisory and IPO preparation costs as mentioned above. Excluding these items, there would be a Profit from Operations of $2.5m in H1 2024.

Earnings per share

The basic and diluted earnings per share was $0.00 (H1 2024: $0.05 loss).

Operating Cash Flow

Operating Cash Outflows were $4.7m (H1 2024: $2.2m) an increase of 111.4%. Cash out flows were mainly impacted by the increase in receivables arising from upheavals in the Arizona healthcare system. As noted in the trading update on 21 July 2025, payment of legitimate claims, although making progress, have been taking significantly longer than previously experienced. The Company continues to actively engage with Medicaid insurers and with the state Medicaid agency to resolve these issues and is monitoring the situation closely.

In addition to this, inventory has seen an increase to $5.0m (FY 2024: $2.5m). This is due to the long lead times in obtaining stock combined with commitments to purchase in anticipation of growing sales. 

Financing Cash Flow

Financing Cash Flow reduced to $10.9m (H1 2024: $21.9m) as 2024 included net proceeds from the IPO of $19.9m. H1 2025 includes an increase in the SWK Funding loan of $11.0m

Net Debt / Net Cash

Net Debt is $5.4m (H1 2024: Net Cash $5.5m), predominately reflecting the drawdown of an additional $11.0m funding from SWK in May 2025.

Reconciliation between Net Profit / (Loss) and Adjusted EBITDA

* Share-based compensation included as a non-recurring expense due to acceleration as a result of the IPO in 2024.

** The Company had incurred certain costs related to IPO preparation in 2024.

Receivables

The Company has seen receivables increase to $19.7m (FY 2024: $13.4m).  This is primarily due to the issues experienced in Arizona, where the debtor balance for this state is $12.3m. Due to upheavals in the state, payment of legitimate claims is taking significantly longer than previously experienced. The Company continues to pursue claims with insurers and engage with the state Medicaid agency to resolve the situation.

Other items

The Company amended the covenants on its SWK loan in August 2025 as set out in the notes of the financial statements.

Condensed Consolidated Interim Financial Statements (unaudited)

Condensed Consolidated Balance Sheet

(in thousands, except number of shares and per share amounts)

Condensed Consolidated Statement of Operations for the six months ended June 30,

(in thousands, except number of shares and per share amounts)

The above condensed consolidated statement of operations relates to continuing operations for the Company.

Condensed Consolidated Statement of Shareholders' Equity

(in thousands, except number of shares)

Condensed Consolidated Statement of Cash Flows

(in thousands)

Notes to the unaudited Condensed Consolidated Financial Statements

1.  General Information

AOTI, Inc. (the "Company") is a public limited company which is listed on the AIM Market of the London Stock Exchange and incorporated in the State of Florida in the United States. The address of its registered office is Registered Agents Inc., 7901 4th St N, STE 300, St. Petersburg, FL 33702.

2.  Basis of preparation

The condensed consolidated interim financial statements include the results of Company and its subsidiaries ("the Group") for the six months ended 30 June 2025 and have not been audited.

These condensed consolidated interim financial statements have been prepared in accordance with the AIM rules and the recognition and measurement requirements of Generally Accepted Accounting Principles as issued by the Financial Accounting Standards Board (FASB) ("US GAAP") and adopting the accounting policies that will be applied in the 31 December 2025 annual financial statements and consistent with those disclosed in the 2024 Annual Report.

These condensed consolidated financial statements should be read in conjunction with the historical financial information contained within the 2024 Annual Report, which is available on the Group's website at: https://aotinc.net

These condensed consolidated interim financial statements were approved by the Board of Directors on 19 September 2025.

3.  Accounting policies

Going concern

The Directors believe that the Group has adequate resources to continue trading for at least 12 months from the date of approval of these condensed consolidated interim financial statements. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Summary of significant accounting policies

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in the financial statements disclosed in the 2024 Annual Report.

4.  Revenue

The following table sets out the Group's revenue by stream:

5.  Earnings / (Loss) per share

The calculation of basic and diluted earnings per share is based upon the profit/(loss) attributable to equity holders divided by the weighted average number of shares in issue during the period.

Basic earnings per share is calculated based on the Group's net profit for the year attributable to shareholders divided by the weighted average number of ordinary shares in issue during the year. The weighted average number of shares is net of shares purchased by the Group and held as own shares. Diluted earnings per share take into account the dilutive effect of all outstanding share options priced below the market price in arriving at the number of shares used in its calculation.

6.  Intangible assets

Long-term Commitment

The Company currently holds a loan agreement with SWK Funding LLC (SWK) originally entered in 2022. In February 2025, the Company entered into the fifth amendment to the loan agreement with SWK, deferring principal amortization from 2025, repricing the margin on the loan from 10.20% to 9.5% and increasing the SOFR floor from 1% to 3.5% effective from February 2025. In May 2025, the Company entered into the sixth amendment upsizing the existing facility by $11,000,000, deferring principal amortization from 2026 to 2027, and extending the maturity date to February 2029 from March 2027. The Company completed the drawdown of the $11,000,000 in May 2025. The Loan's SOFR Rate was repriced from 9.5% to 7.75% and the exit fee was increased from $625,000 to $1,090,000. As part of the refinance management have accreted the exit fee due on maturity over the life of the loan from 2022 resulting in $409,000 charge recorded within interest expense. The Company incurred and capitalized $93,000 of lender fees during the period. The current total loan balance is $19,478,000 with an effective interest rate of 13.67%.

The loan agreement provides that the Company comply with certain financial covenants based on minimum levels of aggregate revenues, EBITDA, and consolidated unencumbered liquid assets, as defined in the loan agreement. At 30 June 2025, the Company was in compliance with all such covenants.

8.   Share-based payment schemes

The Group operates employee share option schemes that are accounted for as equity-settled share-based payments. There were no new awards granted during the period ended 30 June 2025. Total compensation cost arising from employee share schemes for the six months ended 30 June 2025 and 2024 was $55,000 and $5,077,000 respectively in the Unaudited Condensed Consolidated Statements of Operations.

9.   Commitments and Contingencies

The Group is party to a non-cancellable contract with a vendor where the Group is obligated to make future minimum payments under the terms of the contract for work due to occur. Contracted payments amount to $264,902 for the remainder of 2025 and $103,160 in 2026.

10.  Significant events after the reporting date

On 4 July 2025, the President of the United States signed H.R. 1, the "One Big Beautiful Bill Act," into law after the balance sheet date. These changes have not been reflected in the Company's income tax provision for the period ended 30 June 2025, The Company is currently evaluating the impact of the new law on future periods.

The Company amended the covenants on its SWK loan in August 2025. The covenants are tested calendar quarterly and include (1) Minimum Consolidated Unencumbered Liquid Assets being the greater of $2.0 million and last three months Operating Burn (mainly consisting of operating cash out flows plus expenditures for property, plant and equipment); (2) Minimum Revenue on a last twelve month basis of $62.7 million as at 30 September 2025 increasing quarterly to $64.7 million as at 31 December 2025 and reaching $72.5 million from 31 December 2026 onwards; and (3) Minimum EBITDA on a last twelve month basis of $5.5 million as at 30 June 2025 increasing quarterly to $6,000,000 as at 31 December 2025 and reaching $6.8 million from 31 December 2026 onwards.