AIDX 10-K & 10-Q changes, risk factors and insider trading

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the effective date of the registration statement relating to our direct listing, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three yearthree-year period.

Comparison of the Three Months Ended March 31,June 30, 2026 and 2025

The following table sets forth key components of our results of operations during the three months ended MarchJune 31,30, 2026 and 2025, both in dollars and as a percentage of our revenues.

Revenues. We generated revenues from sales of OneTest, BioCheck and from our CLIAx during the three months ended MarchJune 31,30, 2026 and 2025. Our total revenues decreased increased by $200,445,$195,511, or 36.19%,36.54%, to $353,375$730,571 for three months ended MarchJune 31,30, 2026 from $553,820$535,060 for the three months ended MarchJune 31,30, 2025. Such a decreasean increase was due to a significant increase in OneTest sales, offset by slight decreases in ourrevenues allfrom ofBioCheck sales and from our revenue streams,CLIAx, as described in more detail below. The following table summarizes our revenues by product:

Revenues from sales of OneTest decreasedincreased by $161,276, $222,773, or 34.21%,47.08%, to $310,103$695,947 for the three months ended MarchJune 31,30, 2026 from $471,379$473,174 for the three months ended MarchJune 31,30, 2025. This decrease increase was primarily due to aan significantexpansion of Maryland fire departmentdepartments customer’s renewal being delayed fromseeking the firstCompany’s quarterOneTest™ ofMulti-Cancer lastEarly yearDetection to(“MCED”) theblood second quartertest ofthrough thisMaryland’s year.state-funded firefighter cancer screening grant program.

Revenues from sales of BioCheck decreased by $35,420, $6,245, or 62.18%,15.28%, to $21,547$34,624 for the three months ended MarchJune 31,30, 2026 from $56,967$40,869 for the three months ended MarchJune 31,30, 2025. This decrease continues awas primarily due to continued years-long decline since patents covering that product expired in 2021 and more direct competitors emerged.

RevenuesWe did not generate any revenue from our CLIAx decreased by $3,749, or 14.72%, to $21,725 for the three months ended MarchJune 31,30, 20262026, fromas $25,474compared to $21,017 for the three months ended MarchJune 31,30, 2025. The decrease was primarily dueattributable to thea timingreduction ofin workservices performed relatedprovided to the CLIAx client’sclient operations.during the 2026 period.

Cost of revenues. Our cost of revenues includes materials, labor, and laboratory expenses. Our cost of revenues decreasedincreased by $97,534,$54,048, or 25.14%,14.54%, to $290,491 for the three months ended March 31, 2026 from $388,025$425,844 for the three months ended MarchJune 31,30, 2026 from $371,796 for the three months ended June 30, 2025. As a percentage of revenues, cost of revenues was 82.20% 58.29% and 70.06%69.49% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. This increasedecrease was primarily dueattributable to revenue growth during the decreasedcurrent revenues fromquarter, OneTestwith andthe BioCheckassociated whiledecrease in costs remainedpartially relativelyoffset stableby (wethe havefixed-cost nature of certain fixedexpenses costsrelated associated withto operating our testing lab whichlaboratory. areThe notfacility impactedcurrently byhas thecapacity numberto ofsupport testsadditional performed),testing volumes without a proportionate increase in certain operating costs, as illustrated byin the table below.

Gross profit and gross margin. As a result of the foregoing, our gross profit decreasedincreased by $102,911,$141,463, or 62.07%,86.65%, to $62,884$304,727 for the three months ended MarchJune 31,30, 2026 from $165,795 $163,264 for the three months ended MarchJune 31,30, 2025. Gross profit as a percentage of revenues (gross margin) was 17.80% and 29.94%41.71% for the three months ended MarchJune 31,30, 20262026, andas 2025,compared respectively.to 30.51% for the three months ended June 30, 2025.

Sales, general and administrative expenses. Our sales, general and administrative expenses include sales, marketing, office leases, overhead, executive compensation, legal, regulatory, government relations, and similar expenses. Our sales, general and administrative expenses increased by $551,614,$476,507, or 68.85%,58.48%, to $1,352,758 for the three months ended March 31, 2026 from $801,144$1,291,318 for the three months ended MarchJune 31,30, 2026 from $814,811 for the three months ended June 30, 2025. As a percentage of revenues, sales, general and administrative expenses were 382.81%176.75% and 144.66%152.28% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Such an increase was primarily due to increased expenses associated with ourpublic directcompany listingexpenses onincluding Nasdaqofficer whichsalary, arestock notoptions capitalized.expense, professional fees and investor relations.

Research and development expenses. Our research and development expenses include clinical data acquisitions, laboratory validation and bridging studies, data analysis algorithms, and non-capitalizable machine learning software development. It also includes laboratory test validation and technical consultation. Our research and development expenses increased by $16,651,$63,508, or 12.17%,32.72%, to $153,482$257,632 for the three months ended MarchJune 31,30, 2026 from $136,831 $194,124 for the three months ended MarchJune 31,30, 2025. As a percentage of revenues, research and development expenses were 43.43%35.26% and 24.71%36.28% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Such ana increasedecrease was primarily due to further development of our longevity test which we launched during the first quarter of 2026.

Total other income (expense). We had total other expense, net, of $731,480$262,120 for the three months ended MarchJune 31,30, 2026, as compared to other income, net, of $7,603$4,738 for the three months ended MarchJune 31,30, 2025. Total other expense, net, for the three months ended MarchJune 31,30, 2026 consisted of interest expense of $272,245, a loss on issuance of convertible note of $322,359,$4,236 interestand other expense of $267,008 and a loss in change in fair value of warrant liability of $148,766,$115, offset by interest income of $6,653,$14,476. while totalTotal other income, net, for the three months ended MarchJune 31,30, 2025 consisted of interest income of $8,458, $5,673, offset by interest expense of $740 and other expense of $115.$935.

Net loss. As a result of the cumulative effect of the factors described above, we generated a net loss of $2,174,836$1,506,343 for the three months ended MarchJune 31,30, 2026, as compared to $764,577 $840,933 for the three months ended MarchJune 31,30, 2025, an increase of $1,410,259,$665,410, or 184.45%.79.13%.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $4,219,099.$4,546,140. Historically, our sources of cash have included offerings of equity securities and cash generated from revenues.

We have incurred recent operating losses, which management anticipates may continue in the near term. To support ongoing operations and liquidity needs, subsequent to December 31, 2025, we have raised additional funding through a private placementplacements of $5$6 million and convertible debt and bridge financing of $275,000. In addition, we have conducted a direct listing on Nasdaq as part of our capital-raising and strategic growth initiatives. Although management believes that the direct listing may enhance our access to public capital markets, there can be no assurance that such a transaction will be completed or that it will generate sufficient liquidity to fund operations.

Net cash used in operating activities was $1,288,960$1,894,420 for the three six months ended MarchJune 31,30, 2026, as compared to $488,293$1,022,398 for the threesix months ended MarchJune 31,30, 2025. The net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was mainly attributed to the net loss of $2,174,836$3,681,180 and the addition of non-cash adjustments that impact operating cashflows, which includes $128,440$499,740 of stock-based compensation, amortizationloss of debt discount of $240,370, loss on issuance of convertible debt of $322,359, shares issued for services of $181,500, amortization of debt discount of $515,583, and a change in fair value of derivatively liability of $148,766. The remaining change was primarily attributed to net negative cash from changes in operating assets and liabilities of $68,870,$87,315 including an increase in accounts payable of $111,941$158,265 and a decrease in accrued liabilities of $202,448.The$29,883. netNet cash used in operating activities for the threesix months ended March 31,June 30, 2025 was mainly attributed to the net loss of $764,577$1,605,511 and primarily the addition of non-cash adjustments that positively impact operating cashflows, which includes $129,650$259,300 of stock-based compensation.compensation and depreciation and amortization of $33,304. The remaining change was primarily attributed to net positive cash from changes in operating assets and liabilities of $125,022, including an increase in accounts payable of $111,092 and an increase in accrued liabilities of $129,413.$282,935.

Net cash used in investing activities for the three six months ended MarchJune 31,30, 2026 consisted of patents costs of $5,354.$5,354 and license costs of $7,500. We had no investing activities for the threesix months ended March 31,June 30, 2025.

Net cash provided by financing activities was $4,487,426$5,427,427 for the three six months ended MarchJune 31,30, 2026, as compared to $262,338 for the threesix months ended MarchJune 31,30, 2025. The net cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 consisted of proceeds from the issuance of series E convertible preferred stock described below of $5,000,000 and proceeds from the issuance of the convertible notes described below of $250,000, offset by offering costs of $737,574, while the net cash provided by financing activities for the three months ended March 31, 2025 consisted of proceeds from the issuance of series D preferred stock of $192,338$6,000,000 and proceeds from the issuance of convertible notes of $70,000.$250,000, offset by offering costs of $822,573, while the net cash provided by financing activities for the six months ended June 30, 2025 consisted of proceeds from the issuance of convertible notes of $70,000 and proceeds from the issuance of series D preferred stock of $192,338.

On November 17, 2025, we also entered a securities purchase agreement, or the Preferred Purchase Agreement, with Streeterville, pursuant to which we agreed to offer and sell to Streeterville (i) up to $40,000,000, or the Commitment Amount, of series E convertible preferred stock at a purchase price of $1,000 per share; (ii) 50,000 shares of common stock, or the Commitment Shares; (iii) 475,000 shares of common stock, or the Pre-Delivery Shares; and (iv) a warrant to purchase a number of shares of common stock equal to the Commitment Amount divided by the Nasdaq Price ($11.42).

The Preferred Purchase Agreement provides for closings in multiple tranches. At the first closing, which occurred on November 17, 2025, we issued the Commitment Shares and the Pre-Delivery Shares to Streeterville for a purchase price of $4,750. At the second closing, which occurred on February 19, 2026, we issued 5,000 shares of series E convertible preferred stock and a warrant to purchase 3,502,627 shares of common stock at an initial exercise price of $11.42 per share share, which was decreased to $2.25 (subject to standard adjustments for stock splits, stock dividends, recapitalizations and similar transactions) pursuant to a global amendment entered into between the parties on April 23, 2026, for a purchase price of $5,000,000. At any time and from time to time following the second closing and ending two (2) years thereafter, subject to the satisfaction of certain conditions set forth in the Preferred Purchase Agreement, which includes, among others, certain trading volume requirements, we may request that Streeterville purchase additional shares of series E convertible preferred stock, at a purchase price of $1,000 per share, in an amount of no more than the Maximum Purchase Amount and no less than $250,000 by providing a written notice of such request to Streeterville. “Maximum Purchase Amount” means $40,000,000 less the total Stated Value of all outstanding shares of series E convertible preferred stock plus accrued but unpaid interest held by Streeterville as of the applicable measurement date.

Our principal commitments consist mostly of obligations under the secured convertible promissory notes described above and the operating leases described under Item 2 “Properties” of the Annual Report. Other than indicated above, at MarchJune 31,30, 2026, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our balance sheet.