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What changed in INNOVATE Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of INNOVATE Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+302 added−622 removedSource: 10-K (2026-03-26) vs 10-K (2025-03-31)

Top changes in INNOVATE Corp.'s 2025 10-K

302 paragraphs added · 622 removed · 250 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

92 edited+21 added−12 removed110 unchanged
Biggest changeThe Glacial Rx product (also known as the Dermal Cooling System) has received 510(k) clearance from the FDA as a cryosurgical instrument intended for the use in dermatologic procedures for the removal of benign lesions of the skin; temporary reduction of pain, swelling, inflammation and hematoma from minor surgical procedures; use of optional dermabrasion tip accessories for general dermabrasion, scar revision, acne scar revision, and tattoo removal; pain minimization, inflammation, and thermal injury during laser and dermatological treatments and for temporary anesthetic relief of injections. 10 We have received regulatory approval or are otherwise free to market the Glacial Rx product in numerous international markets.
Biggest changeGovernmental Approvals The design, development, manufacture, testing and sale of our Glacial Rx product is subject to regulation by numerous governmental authorities, principally the FDA, and corresponding state and foreign regulatory agencies. 9 The Glacial Rx product (also known as the Dermal Cooling System) has received 510(k) clearance from the FDA as a cryosurgical instrument intended for the use in dermatologic procedures for the removal of benign lesions of the skin; temporary reduction of pain, swelling, inflammation and hematoma from minor surgical procedures; use of optional dermabrasion tip accessories for general dermabrasion, scar revision, acne scar revision, and tattoo removal; pain minimization, inflammation, and thermal injury during laser and dermatological treatments and for temporary anesthetic relief of injections.
This is a breakthrough technology unlike any other currently available in the marketplace; • Our products are versatile, providing customized treatment capabilities for patients of all ages and skin types making every aesthetic patient a candidate; • Our products achieve measurable results with little to no patient discomfort and high patient satisfaction; • Glacial Rx is FDA cleared in the United States as a complementary treatment to improve the patient experience of most other pain or inflammation inducing treatments.
This is a breakthrough technology unlike any other currently available in the marketplace; • Our products are versatile, providing customized treatment capabilities for patients of all ages and skin types making every aesthetic patient a candidate; • Our products achieve measurable results with little to no patient discomfort and high patient satisfaction; and • Glacial Rx is FDA cleared in the United States as a complementary treatment to improve the patient experience of most other pain or inflammation inducing treatments.
Paul, MN 16 K33LN-D Class A Station K28PQ-D LPTV Station KJNK-LD LPTV Station KMBD-LD LPTV Station KMQV-LD LPTV Station KWJM-LD LPTV Station Denver, CO 17 KRDH-LD LPTV Station Miami - Ft.
Paul, MN 16 KWJM-LD LPTV Station KJNK-LD LPTV Station K33LN-D Class A Station K28PQ-D LPTV Station KMBD-LD LPTV Station KMQV-LD LPTV Station Denver, CO 17 KRDH-LD LPTV Station Miami - Ft.
Myers - Naples, FL 53 WGPS-LD LPTV Station Buffalo, NY 54 WVTT-CD Class A Station WWHC-LD LPTV Station Fresno - Visalia, CA 55 K17JI-D Class A Station KZMM-CD Class A Station Richmond - Petersburg, VA 56 WFWG-LD LPTV Station WUDW-LD LPTV Station WWBK-LD LPTV Station Mobile, AL - Pensacola, FL 57 WEDS-LD LPTV Station WWBH-LD LPTV Station Little Rock - Pine Bluff, AR 58 K23OW-D LPTV Station KENH-LD LPTV Station 15 KWMO-LD LPTV Station Knoxville, TN 60 W19FF-D LPTV Station Tulsa, OK 61 KZLL-LD LPTV Station KUOC-LD LPTV Station Des Moines - Ames, IA 67 KAJR-LD LPTV Station KCYM-LD LPTV Station KRPG-LD LPTV Station Wichita - Hutchinson, KS 71 KFVT-LD LPTV Station Flint - Saginaw - Bay City, MI 72 WFFC-LD LPTV Station W35DQ-D LPTV Station Omaha, NE 73 KAJS-LD LPTV Station KQMK-LD LPTV Station Springfield, MO 74 KCNH-LD LPTV Station KFKY-LD LPTV Station Huntsville - Decatur - Florence, AL 75 W34EY-D Class A Station Madison, WI 77 W23BW-D Class A Station WZCK-LD LPTV Station Rochester, NY 79 WGCE-CD Class A Station Harlingen - Weslaco - Brownsville - McAllen, TX 80 KAZH-LD LPTV Station KNWS-LD LPTV Station KRZG-CD Class A Station Charleston - Huntington, WV 82 WOCW-LD LPTV Station Waco - Temple - Bryan, TX 83 KAXW-LD LPTV Station KZCZ-LD LPTV Station Savannah, GA 84 WDID-LD LPTV Station WUET-LD LPTV Station Charleston, SC 85 WBSE-LD LPTV Station Chattanooga, TN 86 WYHB-CD Class A Station Paducah, KY - Cape Girardeau, MO - Harrisburg, IL 90 W29CI-D Class A Station Shreveport, LA 91 K36MU-D LPTV Station Champaign - Springfield - Decatur, IL 92 W23EW-D LPTV Station WCQA-LD LPTV Station WEAE-LD LPTV Station Cedar Rapids - Waterloo - Iowa City, IA 94 K17MH-D LPTV Station KFKZ-LD LPTV Station Baton Rouge, LA 95 K27NB-D LPTV Station K29LR-D LPTV Station Ft.
Myers - Naples, FL 53 WGPS-LD LPTV Station Buffalo, NY 54 WWHC-LD LPTV Station WVTT-CD Class A Station Fresno - Visalia, CA 55 K17JI-D Class A Station KZMM-CD Class A Station Richmond - Petersburg, VA 56 WUDW-LD LPTV Station WWBK-LD LPTV Station WFWG-LD LPTV Station Mobile, AL - Pensacola, FL 57 WWBH-LD LPTV Station WEDS-LD LPTV Station Little Rock - Pine Bluff, AR 58 KWMO-LD LPTV Station K23OW-D LPTV Station KENH-LD LPTV Station Knoxville, TN 60 W19FF-D LPTV Station Tulsa, OK 61 KZLL-LD LPTV Station KUOC-LD LPTV Station Des Moines - Ames, IA 67 KRPG-LD LPTV Station KAJR-LD LPTV Station KCYM-LD LPTV Station Wichita - Hutchinson, KS 71 KFVT-LD LPTV Station Flint - Saginaw - Bay City, MI 72 WFFC-LD LPTV Station W35DQ-D LPTV Station Omaha, NE 73 KQMK-LD LPTV Station KAJS-LD LPTV Station Springfield, MO 74 KFKY-LD LPTV Station KCNH-LD LPTV Station Huntsville - Decatur - Florence, AL 75 W34EY-D Class A Station Madison, WI 77 W23BW-D Class A Station WZCK-LD LPTV Station Rochester, NY 79 WGCE-CD Class A Station Harlingen - Weslaco - Brownsville - McAllen, TX 80 KNWS-LD LPTV Station KRZG-CD Class A Station KAZH-LD LPTV Station Charleston - Huntington, WV 82 WOCW-LD LPTV Station Waco - Temple - Bryan, TX 83 KZCZ-LD LPTV Station 15 KAXW-LD LPTV Station K20KJ-D LPTV Station Savannah, GA 84 WDID-LD LPTV Station WUET-LD LPTV Station Charleston, SC 85 WBSE-LD LPTV Station Chattanooga, TN 86 WYHB-CD Class A Station Paducah, KY - Cape Girardeau, MO - Harrisburg, IL 90 W29CI-D Class A Station Shreveport, LA 91 K36MU-D LPTV Station Champaign - Springfield - Decatur, IL 92 WCQA-LD LPTV Station WEAE-LD LPTV Station W23EW-D LPTV Station Cedar Rapids - Waterloo - Iowa City, IA 94 KFKZ-LD LPTV Station K17MH-D LPTV Station Baton Rouge, LA 95 K27NB-D LPTV Station K29LR-D LPTV Station Ft.
Its services include providing modularization, plant maintenance, specialty welding, equipment rigging and setting, and mechanical and electrical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level; • Specialty construction solutions for processing markets: Customers in the pulp and paper, metals, mining and minerals, oil and gas and petrochemical markets utilize GrayWolf’s specialized solutions including plant maintenance, process piping, equipment setting, and tank and vessel fabrication and erection that are catered to the needs and specifications of the customer’s industry; • Turnarounds, tank construction, and piping services: GrayWolf offers services including plant maintenance, specialty welding, piping systems, and tanks and vessels construction to the power, pulp and paper, refining, petrochemical, and water treatment markets in the Midwest, Mid-Atlantic, Southeast, and West Coast; • Custom steel fabrication and erection: GrayWolf offers engineering, design, fabrication, modularization, erection and additional services to the heavy commercial and industrial markets in the Southwest, Midwest, Gulf Coast and Southeast; and • Structural steel management: GrayWolf provides turn-key steel fabrication and erection services with expertise in project management.
Its services include providing modularization, plant maintenance, specialty welding, equipment rigging and setting, and mechanical and electrical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level; • Specialty construction solutions for processing markets: Customers in the pulp and paper, metals, mining and minerals, oil and gas and petrochemical markets utilize GrayWolf’s specialized solutions including plant maintenance, process piping, equipment setting, and tank and vessel fabrication and erection that are catered to the needs and specifications of the customer’s industry; • Turnarounds, tank construction, and piping services: GrayWolf offers services including plant maintenance, specialty welding, piping systems, and tanks and vessels construction to the power, pulp and paper, refining, petrochemical, and water treatment markets in the Midwest, Mid-Atlantic, Southeast, and West Coast; 5 • Custom steel fabrication and erection: GrayWolf offers engineering, design, fabrication, modularization, erection and additional services to the heavy commercial and industrial markets in the Southwest, Midwest, Gulf Coast and Southeast; and • Structural steel management: GrayWolf provides turn-key steel fabrication and erection services with expertise in project management.
DBM Vircon provides steel detailing, rebar detailing, BIM modeling and BIM management services for industrial and infrastructure and commercial construction projects in Australia, New Zealand, Europe and North America. 6 • Steel Detailing: Utilizing industry leading technologies, DBM Vircon provides steel detailing services which include: shop drawings, erection plans, anchor bolt drawings, connection sketches, NC files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping; • Rebar Detailing: These services, including rebar detailing and estimating, are delivered by a staff experienced in rebar installation and familiar with the construction practices and constructability issues that arise on project sites.
DBM Vircon provides steel detailing, rebar detailing, BIM modeling and BIM management services for industrial and infrastructure and commercial construction projects in Australia, New Zealand, Europe and North America. • Steel Detailing: Utilizing industry leading technologies, DBM Vircon provides steel detailing services which include: shop drawings, erection plans, anchor bolt drawings, connection sketches, NC files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping; • Rebar Detailing: These services, including rebar detailing and estimating, are delivered by a staff experienced in rebar installation and familiar with the construction practices and constructability issues that arise on project sites.
Pierce, FL 39 WWCI-CD Class A Station WDOX-LD LPTV Station WXOD-LD LPTV Station Las Vegas, NV 40 K36NE-D Class A Station KEGS-LD LPTV Station KHDF-CD Class A Station KNBX-CD Class A Station KVPX-LD LPTV Station Jacksonville, FL 41 WJXE-LD LPTV Station WKBJ-LD LPTV Station WODH-LD LPTV Station WRCZ-LD LPTV Station Birmingham - Anniston - Tuscaloosa, AL 45 WUDX-LD LPTV Station WUOA-LD LPTV Station Oklahoma City, OK 47 KBZC-LD LPTV Station KOHC-CD Class A Station KTOU-LD LPTV Station Albuquerque - Santa Fe, NM 48 KQDF-LD LPTV Station KWPL-LD LPTV Station Louisville, KY 49 WKUT-LD LPTV Station New Orleans, LA 50 WQDT-LD LPTV Station WTNO-CD Class A Station Memphis, TN 51 KPMF-LD LPTV Station W15EA-D Class A Station WPED-LD LPTV Station WQEK-LD LPTV Station WQEO-LD LPTV Station Ft.
Pierce, FL 39 WDOX-LD LPTV Station WWCI-CD Class A Station WXOD-LD LPTV Station Las Vegas, NV 40 KNBX-CD Class A Station KHDF-CD Class A Station 14 KEGS-LD LPTV Station KVPX-LD LPTV Station K36NE-D Class A Station Jacksonville, FL 41 WODH-LD LPTV Station WKBJ-LD LPTV Station WJXE-LD LPTV Station WRCZ-LD LPTV Station Birmingham - Anniston - Tuscaloosa, AL 45 WUOA-LD LPTV Station WUDX-LD LPTV Station Oklahoma City, OK 47 KTOU-LD LPTV Station KBZC-LD LPTV Station KOHC-CD Class A Station Albuquerque - Santa Fe, NM 48 KQDF-LD LPTV Station KWPL-LD LPTV Station Louisville, KY 49 WKUT-LD LPTV Station New Orleans, LA 50 WTNO-CD Class A Station WQDT-LD LPTV Station Memphis, TN 51 W15EA-D Class A Station WPED-LD LPTV Station KPMF-LD LPTV Station WQEK-LD LPTV Station WQEO-LD LPTV Station Ft.
In addition, ATSC 3.0 will provide new emergency capabilities including advanced alerting functions which can relay evacuation routes and device wake-up features. Many of these features will be available to mobile devices. Currently, Broadcasting is exploring commercial opportunities in datacasting on our platform that may offer incremental revenue opportunities over the next year.
In addition, ATSC 3.0 may provide new emergency capabilities including advanced alerting functions which can relay evacuation routes and device wake-up features. Many of these may be available to mobile devices. Currently, Broadcasting is exploring commercial opportunities in datacasting on our platform that may offer incremental revenue opportunities over the next year.
The companies enable best delivery of pre-construction, construction and operations services by leveraging the capabilities of the DBM Vircon business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services. In addition, through its Aitken business ("Aitken"), DBMG manufactures pressure vessels, strainers, filters, separators and a variety of customized products.
The companies enable best delivery of pre-construction, construction and operations services by leveraging the capabilities of our DBM Vircon business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services. In addition, through its Aitken business ("Aitken"), DBMG manufactures pressure vessels, strainers, filters, separators and a variety of customized products.
While we have measures in place to remain compliant, shortfalls in required programming for Full-Power stations and Class A stations may result in financial penalties levied by the FCC or, in worst cases, the loss of license. Federal legislation and FCC rules have changed significantly in recent years and may continue to change.
While we have measures in place to remain compliant, shortfalls in required programming for Full-Power stations and Class A stations may result in financial penalties levied by the FCC or, in worst cases, the loss of license. 18 Federal legislation and FCC rules have changed significantly in recent years and may continue to change.
Glacial Spa – Launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin and is intended to be operated by a trained aesthetician. The Glacial Spa system is being sold by Huadong’s existing sales force to spas.
Glacial Spa – Originally launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin and is intended to be operated by a trained aesthetician. The Glacial Spa system is being sold by Huadong’s existing sales force to spas.
Bidding and negotiations require DBMG to estimate the costs of the project up front, with most projects typically lasting from one to twelve months. However, large and more complex projects can often last two years or more. Marketing General managers along with sales managers lead DBMG’s sales and marketing efforts.
Bidding and negotiations require DBMG to estimate the costs of the project up front, with most projects typically lasting from one to twelve months. However, large and more complex projects can often last two years or more. 6 Marketing General managers along with sales managers lead DBMG’s sales and marketing efforts.
This product launched in the United States and Canada in 2023, marketed as Glacial fx. See below for more details on Glacial fx. 3. Glacial fx – Launched in the third quarter of 2023 in the United States and Canada, the Glacial fx is intended to brighten, calm, and stimulate healthy, youthful skin through its intelligent precision cooling technology.
This product launched in the United States and Canada in 2023, marketed as Glacial fx. See below for more details on Glacial fx. 3. Glacial fx – Originally launched in the third quarter of 2023 in the United States and Canada, the Glacial fx is intended to brighten, calm, and stimulate healthy, youthful skin through its intelligent precision cooling technology.
ATSC 3.0 is an enhancement to previous broadcast standards, providing enhanced picture and audio quality, mobility, addressability, increased capacity, and IP connectivity. ATSC 3.0 will offer a platform to merge linear programming and non-TV data services alongside OTA and over-the-top ("OTT").
ATSC 3.0 is an enhancement to previous broadcast technology standards, providing enhanced picture and audio quality, mobility, addressability, increased capacity, and IP connectivity. ATSC 3.0 will offer a platform to merge linear programming and non-TV data services alongside OTA and over-the-top ("OTT").
The end result is turnkey-ready, structural steel solutions for its diverse client base; 5 • Pre-Construction Design and Budgeting: Clients who contact SSC in the early stages of planning can receive an SSC-performed analysis of the structure and cost breakdown.
The end result is turnkey-ready, structural steel solutions for its diverse client base; • Pre-Construction Design and Budgeting: Clients who contact SSC in the early stages of planning can receive an SSC-performed analysis of the structure and cost breakdown.
This capability often enables DBMG to bid against fewer competitors in a less traditional, more negotiated selection process on these kinds of projects, thereby offering the potential for higher margins while providing overall cost savings and project flexibility and efficiencies to its customers; • Expand and Diversify Revenue Base: DBMG seeks to expand and diversify its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.
This capability often enables DBMG to bid against fewer competitors in a less traditional, more negotiated selection process on these kinds of projects, thereby offering the potential for higher margins while providing overall cost savings and project flexibility and efficiencies to its customers; 3 • Expand and Diversify Revenue Base: DBMG seeks to expand and strengthen its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.
There can be no assurance that any of these discussions will result in a definitive agreement, and if they do, what the terms or timing of any agreement would be. 3 Competition From a strategic perspective, we encounter competition for acquisition and business opportunities from other entities having similar business objectives, such as strategic investors and private equity firms, which could lead to higher prices for acquisition targets.
There can be no assurance that any of these discussions will result in a definitive agreement, and if they do, what the terms or timing of any agreement would be. 2 Competition From a strategic perspective, we encounter competition for acquisition and business opportunities from other entities having similar business objectives, such as strategic investors and private equity firms, which could lead to higher prices for acquisition targets.
Wayne, IN 110 W30EH-D LPTV Station W25FH-D LPTV Station WCUH-LD LPTV Station WFWC-CD Class A Station WODP-LD LPTV Station Fargo - Valley City, ND 113 K15MR-D LPTV Station Yakima - Pasco - Richland - Kennewick, WA 114 K33EJ-D Class A Station K28QK-D LPTV Station Traverse City - Cadillac, MI 116 W36FH-D LPTV Station Macon, GA 119 W28EU-D LPTV Station WJDO-LD LPTV Station Eugene, OR 120 K06QR-D LPTV Station KORY-CD Class A Station Montgomery - Selma, AL 121 WQAP-LD LPTV Station WDSF-LD LPTV Station Peoria - Bloomington, IL 122 W27EQ-D LPTV Station Santa Barbara - San Luis Obispo, CA 123 KDFS-CD Class A Station KLDF-CD Class A Station KQMM-CD Class A Station KSBO-CD Class A Station KVMM-CD Class A Station KZDF-LD LPTV Station Lafayette, LA 124 K21OM-D LPTV Station Bakersfield, CA 125 KTLD-CD Class A Station KXBF-LD LPTV Station Wilmington, NC 126 WQDH-LD LPTV Station Columbus, GA - Opelika - Auburn, AL 127 W31EU-D LPTV Station W29FD-D LPTV Station Monterey - Salinas, CA 128 K09AAF-D LPTV Station La Crosse - Eau Claire, WI 129 W23FC-D LPTV Station Corpus Christi, TX 130 K21OC-D LPTV Station K32OC-D LPTV Station KCCX-LD LPTV Station KYDF-LD LPTV Station Salisbury, MD 131 W35CS-D LPTV Station Amarillo, TX 132 KAUO-LD LPTV Station KLKW-LD LPTV Station Columbia - Jefferson City, MO 135 K35OY-D LPTV Station Lubbock, TX 140 K32OV-D LPTV Station KNKC-LD LPTV Station Topeka, KS 141 K35KX-D LPTV Station Palm Springs, CA 145 K21DO-D Class A Station Joplin, MO - Pittsburg, KS 151 KPJO-LD LPTV Station KRLJ-LD LPTV Station Bangor, ME 156 W20ER-D LPTV Station W32FS-D LPTV Station Biloxi-Gulfport, MS 158 W33EG-D LPTV Station Terre Haute, IN 159 W24FB-D LPTV Station Jackson, TN 174 WYJJ-LD LPTV Station Quincy, IL - Hannibal, MO - Keokuk, IA 175 K14SU-D LPTV Station WVDM-LD LPTV Station Bowling Green, KY 180 WCZU-LD LPTV Station Puerto Rico 213 WOST Full Power Station WWKQ-LD LPTV Station WQQZ-CD Class A Station 17 W20EJ-D LPTV Station W27DZ-D LPTV Station (a) Rankings are based on the relative size of a station’s Designated Market Area ("DMA") among the 210 generally recognized DMAs in the United States.
Wayne, IN 110 WCUH-LD LPTV Station W30EH-D LPTV Station W25FH-D LPTV Station WFWC-CD Class A Station WODP-LD LPTV Station Fargo - Valley City, ND 113 K15MR-D LPTV Station Yakima - Pasco - Richland - Kennewick, WA 114 K33EJ-D Class A Station K28QK-D LPTV Station Traverse City - Cadillac, MI 116 W36FH-D LPTV Station Macon, GA 119 W28EU-D LPTV Station WJDO-LD LPTV Station Eugene, OR 120 KORY-CD Class A Station K06QR-D LPTV Station Montgomery - Selma, AL 121 WDSF-LD LPTV Station WQAP-LD LPTV Station Peoria - Bloomington, IL 122 W27EQ-D LPTV Station Santa Barbara - San Luis Obispo, CA 123 KLDF-CD Class A Station KQMM-CD Class A Station KDFS-CD Class A Station KVMM-CD Class A Station KSBO-CD Class A Station KZDF-LD LPTV Station 16 Lafayette, LA 124 K21OM-D LPTV Station Bakersfield, CA 125 KXBF-LD LPTV Station KTLD-CD Class A Station Wilmington, NC 126 WQDH-LD LPTV Station Columbus, GA - Opelika - Auburn, AL 127 W29FD-D LPTV Station W31EU-D LPTV Station Monterey - Salinas, CA 128 K09AAF-D LPTV Station La Crosse - Eau Claire, WI 129 W23FC-D LPTV Station Corpus Christi, TX 130 K21OC-D LPTV Station KCCX-LD LPTV Station K32OC-D LPTV Station KYDF-LD LPTV Station Amarillo, TX 132 KAUO-LD LPTV Station KLKW-LD LPTV Station Columbia - Jefferson City, MO 135 K35OY-D LPTV Station Lubbock, TX 140 K32OV-D LPTV Station KNKC-LD LPTV Station Topeka, KS 141 K35KX-D LPTV Station Palm Springs, CA 145 K21DO-D Class A Station Joplin, MO - Pittsburg, KS 151 KRLJ-LD LPTV Station KPJO-LD LPTV Station Bangor, ME 156 W32FS-D LPTV Station W20ER-D LPTV Station Biloxi-Gulfport, MS 158 W33EG-D LPTV Station Terre Haute, IN 159 W24FB-D LPTV Station Jackson, TN 174 WYJJ-LD LPTV Station Quincy, IL - Hannibal, MO - Keokuk, IA 175 WVDM-LD LPTV Station K14SU-D LPTV Station Bowling Green, KY 180 WCZU-LD LPTV Station Puerto Rico WWKQ-LD LPTV Station WOST Full Power Station W20EJ-D LPTV Station W27DZ-D LPTV Station WQQZ-CD Class A Station (a) Rankings are based on the relative size of a station’s Designated Market Area ("DMA") among the 210 generally recognized DMAs in the United States.
As the ATSC 3.0 standard provides for a more efficient use of spectrum, this could enable us to provide expanded or additional services to new and existing customers, Among the many emerging opportunities will be hyper-local news, weather, and traffic; dynamic ad insertion; geographic and demographic targeted advertising; customizable content; better measurement and analytics; the ability to share data with devices connected to the Internet; flexibility to add streams as needed; an ultra-high definition picture quality with enhanced immersive audio; and connectivity to automobiles.
As ATSC 3.0 provides for a more efficient use of spectrum, this could enable us to provide expanded or additional services to new and existing customers, Among the many emerging opportunities may be hyper-local news, weather, and traffic; dynamic ad insertion; geographic and demographic targeted advertising; customizable content; better measurement and analytics; the ability to share data with devices connected to the Internet; flexibility to add streams as needed; an ultra-high definition picture quality with enhanced immersive audio; and connectivity to automobiles.
DBMG believes that continuing to diversify its revenue base by completing projects - such as low-rise office buildings, healthcare facilities and other commercial and industrial structures - could reduce the impact of periodic adverse market or economic conditions, as well as the margin slippage that may accompany larger projects; 4 • Emphasize Innovative Services : DBMG focuses its building information modeling ("BIM"), digital engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.
DBMG believes that continuing to increase its revenue base by completing projects - such as low-rise office buildings, healthcare facilities and other commercial and industrial structures - could reduce the impact of periodic adverse market or economic conditions, as well as the margin slippage that may accompany larger projects; • Emphasize Innovative Services : DBMG focuses its building information modeling ("BIM"), digital engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.
As of December 31, 2024, our three operating platforms or reportable segments, based on management’s organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus our Other segment, which includes businesses that do not meet the separately reportable segment thresholds. Our principal operating subsidiaries include the following assets: (i) DBM Global Inc.
As of December 31, 2025, our three operating platforms or reportable segments, based on management’s organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus our Other segment, which includes businesses that do not meet the separately reportable segment thresholds. As of December 31, 2025, our principal operating subsidiaries include the following assets: (i) DBM Global Inc.
Worth, TX 4 K07AAD-D LPTV Station KHPK-LD LPTV Station KNAV-LD LPTV Station KJJM-LD LPTV Station KODF-LD LPTV Station KPFW-LD LPTV Station Philadelphia, PA 5 W25FG-D LPTV Station WDUM-LD LPTV Station WPSJ-CD Class A Station WZPA-LD LPTV Station Houston, TX 6 KEHO-LD LPTV Station KUGB-CD Class A Station KUVM-LD LPTV Station KUVM-CD Class A Station KBMN-LD LPTV Station Atlanta, GA 7 WDWW-LD LPTV Station WUEO-LD LPTV Station WUVM-LD LPTV Station WYGA-CD Class A Station Boston, MA 9 WLEK-LD LPTV Station San Francisco - Oakland - San Jose, CA 10 KEMO-TV Full Power Station 13 KQRO-LD LPTV Station Tampa - St Petersburg - Sarasota, FL 11 W31EG-D LPTV Station W16DQ-D LPTV Station WTAM-LD LPTV Station WXAX-CD Class A Station Phoenix - Prescott, AZ 12 K12XP-D LPTV Station KPDF-CD Class A Station KTVP-LD LPTV Station Seattle, WA 13 KUSE-LD LPTV Station Detroit, MI 14 WDWO-CD Class A Station WUDL-LD LPTV Station Orlando - Daytona Beach - Melbourne, FL 15 WATV-LD LPTV Station WFEF-LD LPTV Station Minneapolis - St.
Worth, TX 4 KHPK-LD LPTV Station KPFW-LD LPTV Station KNAV-LD LPTV Station KODF-LD LPTV Station K07AAD-D LPTV Station KJJM-LD LPTV Station Philadelphia, PA 5 WDUM-LD LPTV Station WZPA-LD LPTV Station W25FG-D LPTV Station WPSJ-CD Class A Station Houston, TX 6 KUVM-LD LPTV Station KUGB-CD Class A Station KUVM-CD Class A Station KBMN-LD LPTV Station KEHO-LD LPTV Station Atlanta, GA 7 WYGA-CD Class A Station WUVM-LD LPTV Station WDWW-LD LPTV Station WUEO-LD LPTV Station Washington, DC 8 W13DW-D LPTV Station Boston, MA 9 WLEK-LD LPTV Station San Francisco - Oakland - San Jose, CA 10 KQRO-LD LPTV Station KEMO-TV Full Power Station Tampa - St Petersburg - Sarasota, FL 11 W31EG-D LPTV Station W16DQ-D LPTV Station WXAX-CD Class A Station WTAM-LD LPTV Station Phoenix - Prescott, AZ 12 K12XP-D LPTV Station KTVP-LD LPTV Station KPDF-CD Class A Station Seattle, WA 13 KUSE-LD LPTV Station Detroit, MI 14 WDWO-CD Class A Station WUDL-LD LPTV Station Orlando - Daytona Beach - Melbourne, FL 15 WATV-LD LPTV Station WFEF-LD LPTV Station Minneapolis - St.
Headquartered in Phoenix, Arizona, DBMG has domestic operations in Alabama, Arizona, California, Florida, Georgia, Kansas, Kentucky, New Jersey, New York, Oregon, South Carolina, Texas, Utah, Virginia, and Washington with construction projects primarily located in the aforementioned states. In addition, DBMG has international operations in Australia, Canada, India, New Zealand, the Philippines, and the United Kingdom.
Headquartered in Phoenix, Arizona, DBMG has domestic operations in Alabama, Arizona, California, Florida, Georgia, Kansas, Kentucky, New Jersey, New York, Oregon, South Carolina, Texas, Utah, Virginia, and Washington with construction projects primarily located in the aforementioned states, among others. In addition, DBMG has international operations in Australia, Canada, India, New Zealand, the Philippines, and the United Kingdom.
Broadcast Operations Broadcasting carries 61 networks on its stations, distributing content across the U.S. Broadcasting provides free OTA programming to television viewing audiences in the communities it serves. The programming Broadcasting distributes includes networks targeting shopping, weather, sports and entertainment programming, as well as religious networks and networks targeting select ethnic groups.
Broadcast Operations Broadcasting carries 58 networks on its stations, distributing content across the U.S. Broadcasting provides free OTA programming to television viewing audiences in the communities it serves. The programming Broadcasting distributes includes networks targeting shopping, weather, sports and entertainment programming, as well as religious networks and networks targeting select ethnic groups.
Lauderdale, FL 18 W16CC-D LPTV Station Cleveland - Akron - Canton, OH 19 KONV-LD LPTV Station WEKA-LD LPTV Station WQDI-LD LPTV Station WUEK-LD LPTV Station Sacramento - Stockton - Modesto, CA 20 KFTY-LD LPTV Station K04QR-D LPTV Station K12XJ-D LPTV Station KAHC-LD LPTV Station KBIS-LD LPTV Station KBTV-CD Class A Station KFKK-LD LPTV Station KFMS-LD LPTV Station Charlotte, NC 21 W15EB-D Class A Station WVEB-LD LPTV Station WHEH-LD LPTV Station Raleigh - Durham - Fayetteville, NC 22 WIRP-LD LPTV Station WNCB-LD LPTV Station Portland, OR 23 KOXI-CD Class A Station St.
Lauderdale, FL 18 W16CC-D LPTV Station Cleveland - Akron - Canton, OH 19 WQDI-LD LPTV Station WUEK-LD LPTV Station 13 WEKA-LD LPTV Station KONV-LD LPTV Station Sacramento - Stockton - Modesto, CA 20 KBIS-LD LPTV Station K04QR-D LPTV Station KFTY-LD LPTV Station KBTV-CD Class A Station KFKK-LD LPTV Station KAHC-LD LPTV Station KFMS-LD LPTV Station K36QQ-D LPTV Station Charlotte, NC 21 WVEB-LD LPTV Station W15EB-D Class A Station WHEH-LD LPTV Station Raleigh - Durham - Fayetteville, NC 22 WNCB-LD LPTV Station WIRP-LD LPTV Station Portland, OR 23 KOXI-CD Class A Station St.
The Glacial Rx system is sold into medical practices and is operated by trained healthcare professionals. 2.
The Glacial Rx system is sold into medical practices and is operated by trained healthcare professionals. 8 2.
(“DBMG”) is a fully integrated construction company offering both construction and professional services primarily through its core subsidiaries, Schuff Steel Company ("SSC"), Banker Steel (“Banker”) and GrayWolf Industrial (“GrayWolf”) to a wide variety of commercial and industrial market segments.
(“DBMG”) is a fully integrated construction company offering both construction and professional services primarily through its core businesses, Schuff Steel Company ("SSC"), Banker Steel (“Banker”) and GrayWolf Industrial (“GrayWolf”) to a wide variety of commercial and industrial market segments.
The Glacial fx system has expanded R2’s North America market into all practice types, including nonmedical and retail chains, and is intended to be operated by a trained aesthetician. 9 4. Glacial AI – Currently undergoing research and development, the Glacial AI is an autonomous, robotic cooling device focused on whole-body skin lightening and brightening.
The Glacial fx system has expanded R2’s North America market into other countries and all practice types, including nonmedical and retail chains, and is intended to be operated by a trained aesthetician. 4. Glacial AI – Currently undergoing research and development, the Glacial AI is an autonomous, robotic cooling device focused on whole-body skin lightening and brightening.
The number of persons DBMG employs on an hourly basis fluctuates directly in relation to the amount of business DBMG performs. Certain of the fabrication and erection personnel DBMG employs are represented by various trade unions.
The number of people DBMG employs on an hourly basis fluctuates directly in relation to the amount of business DBMG performs. Certain of the fabrication and erection personnel DBMG employs are represented by various trade unions.
As of December 31, 2024, most of DBMG’s collective bargaining agreements are subject to automatic annual or other renewal unless either party elects to terminate the agreement on the scheduled expiration date.
As of December 31, 2025, most of DBMG’s collective bargaining agreements are subject to automatic annual or other renewal unless either party elects to terminate the agreement on the scheduled expiration date.
MediBeacon is pursuing research into the use of Lumitrace to visualize vasculature in the eye. ◦ Surgical visualization feasibility, which has the potential to be used in open, laparoscopic and robotic surgeries to identify critical structures (e.g. ureters), tumor margins and blood flow in tissues in real-time. Research in this area is underway.
MediBeacon is pursuing research into the use of Lumitrace to visualize vasculature in the eye. ◦ Surgical visualization feasibility, which has the potential to be used in open, laparoscopic and robotic surgeries to identify critical structures (e.g. ureters), tumor margins and blood flow in tissues in real-time.
Information relating to our Audit Committee and Audit Committee Financial Expert will be set forth in our 2025 Proxy Statement under the Caption "Board Committees" and is incorporated herein by reference.
Information relating to our Audit Committee and Audit Committee Financial Expert will be set forth in our 2026 Proxy Statement under the Caption "Board Committees" and is incorporated herein by reference.
Smith - Fayetteville - Springdale - Rogers, AR 96 KAJL-LD LPTV Station KFLU-LD LPTV Station Myrtle Beach - Florence, SC 97 W33DN-D LPTV Station Boise, ID 98 K17ED-D Class A Station K31FD-D Class A Station KBKI-LD LPTV Station KFLL-LD LPTV Station South Bend - Elkhart, IN 100 KPDS-LD LPTV Station Greenville - New Bern - Washington, NC 102 W35DW-D LPTV Station Reno, NV 103 K07AAI-D LPTV Station Tallahassee, FL - Thomasville, GA 105 W21EL-D LPTV Station Tyler - Longview- Nacogdoches, TX 106 KCEB Full Power Station KBJE-LD LPTV Station KDKJ-LD LPTV Station KKPD-LD LPTV Station KPKN-LD LPTV Station Lincoln - Hastings - Kearney, NE 107 KIUA-LD LPTV Station Augusta, GA - Aiken, SC 108 WIEF-LD LPTV Station Evansville, IN 109 WDLH-LD LPTV Station WEIN-LD LPTV Station 16 WELW-LD LPTV Station Ft.
Smith - Fayetteville - Springdale - Rogers, AR 96 KAJL-LD LPTV Station KFLU-LD LPTV Station Myrtle Beach - Florence, SC 97 W33DN-D LPTV Station Boise, ID 98 K17ED-D Class A Station KFLL-LD LPTV Station KBKI-LD LPTV Station K31FD-D Class A Station Greenville - New Bern - Washington, NC 102 W35DW-D LPTV Station Reno, NV 103 K07AAI-D LPTV Station Tallahassee, FL - Thomasville, GA 105 W21EL-D LPTV Station Tyler - Longview- Nacogdoches, TX 106 KDKJ-LD LPTV Station KCEB Full Power Station KBJE-LD LPTV Station KKPD-LD LPTV Station KPKN-LD LPTV Station Lincoln - Hastings - Kearney, NE 107 KIUA-LD LPTV Station Augusta, GA - Aiken, SC 108 WIEF-LD LPTV Station Evansville, IN 109 WDLH-LD LPTV Station WELW-LD LPTV Station WEIN-LD LPTV Station Ft.
Subsequent to year end, in January 2025, upon FDA approval, pursuant to the terms of MediBeacon's convertible notes, Pansend's convertible notes and the related accrued interest together totaling $12.9 million were converted into Series 3 Preferred Stock.
In January 2025, upon FDA approval, pursuant to the terms of MediBeacon's convertible notes, Pansend's convertible notes and the related accrued interest together totaling $12.9 million were converted into Series 3 Preferred Stock.
Louis, MO 24 W09DL-D LPTV Station WLEH-LD LPTV Station K25NG-D Class A Station KBGU-LD LPTV Station KPTN-LD LPTV Station WODK-LD LPTV Station Indianapolis, IN 25 WQDE-LD LPTV Station WSDI-LD LPTV Station WUDZ-LD LPTV Station Nashville, TN 26 WCTZ-LD LPTV Station WKUW-LD LPTV Station Pittsburgh, PA 27 WJMB-CD Class A Station WKHU-CD Class A Station WMVH-CD Class A Station WWKH-CD Class A Station WWLM-CD Class A Station Salt Lake City, UT 28 KBTU-LD LPTV Station Baltimore, MD 29 WQAW-LD LPTV Station 14 San Diego, CA 30 KSKT-CD Class A Station San Antonio, TX 31 K17MJ-D LPTV Station K25OB-D Class A Station KISA-LD LPTV Station KOBS-LD LPTV Station KSAA-LD LPTV Station KSSJ-LD LPTV Station KVDF-CD Class A Station Hartford - New Haven, CT 32 WRNT-LD LPTV Station WTXX-LD LPTV Station Kansas City, MO 33 KAJF-LD LPTV Station KCMN-LD LPTV Station KQML-LD LPTV Station Austin, TX 34 KGBS-CD Class A Station KVAT-LD LPTV Station Columbus, OH 35 WDEM-CD Class A Station Greenville - Spartanburg - Asheville - Anderson, SC 36 W22EY-D LPTV Station Milwaukee, WI 38 WTSJ-LD LPTV Station West Palm Beach - Ft.
Louis, MO 24 KPTN-LD LPTV Station K25NG-D Class A Station KBGU-LD LPTV Station W09DL-D LPTV Station WODK-LD LPTV Station WLEH-LD LPTV Station Indianapolis, IN 25 WUDZ-LD LPTV Station WSDI-LD LPTV Station WQDE-LD LPTV Station Nashville, TN 26 WCTZ-LD LPTV Station WKUW-LD LPTV Station Pittsburgh, PA 27 WJMB-CD Class A Station WWLM-CD Class A Station WMVH-CD Class A Station WKHU-CD Class A Station WWKH-CD Class A Station Salt Lake City, UT 28 KBTU-LD LPTV Station Baltimore, MD 29 WQAW-LD LPTV Station San Diego, CA 30 KSKT-CD Class A Station San Antonio, TX 31 K17MJ-D LPTV Station KOBS-LD LPTV Station K25OB-D Class A Station KSAA-LD LPTV Station KVDF-CD Class A Station KISA-LD LPTV Station KSSJ-LD LPTV Station Hartford - New Haven, CT 32 WTXX-LD LPTV Station WRNT-LD LPTV Station Kansas City, MO 33 KAJF-LD LPTV Station KCMN-LD LPTV Station KQML-LD LPTV Station Austin, TX 34 KGBS-CD Class A Station KVAT-LD LPTV Station Columbus, OH 35 WDEM-CD Class A Station Greenvll-Spart-Ashevll-And, SC 36 W22EY-D LPTV Station Milwaukee, WI 38 WTSJ-LD LPTV Station West Palm Beach - Ft.
DBMG is a party to several separate collective bargaining agreements with these unions in certain of its current operating regions, which expire (if not renewed) at various times in the future. Approximately 8.3% of DBMG’s employees are covered under various collective bargaining agreements.
DBMG is a party to several separate collective bargaining agreements with these unions in certain of its current operating regions, which expire (if not renewed) at various times in the future. Approximately 23.9% of DBMG’s employees are covered under various collective bargaining agreements.
In 2020, Huadong amended their agreements to provide for Huadong to prepay, at a minimum, $20 million of future China royalties to fund registration of the TGFR system as a Class 1 device in China, allowing it to immediately enter the Chinese hospital system. As of December 31, 2024, approximately $29.9 million had been received by MediBeacon.
In 2020, Huadong amended their agreements to provide for Huadong to prepay, at a minimum, $20 million of future China royalties to fund registration of the TGFR system as a Class 1 device in China, allowing it to immediately enter the Chinese hospital system. As of December 31, 2025, approximately $31.4 million had been received by MediBeacon.
Both of these tools allow clients to accurately plan and budget for any upcoming project; • Fabrication: Through its four fabrication shops in Florida, New Jersey, and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 159,000 tons with approximately 447,000 square feet of space; typically focusing on complex, non-commoditized jobs with intensive fabrication requirements; and • Erection: Banker Steel offers a full suite of erection services including horizontal and vertical erection services.
Both of these tools allow clients to accurately plan and budget for any upcoming project; • Fabrication: Through its three fabrication shops in New Jersey, and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 139,000 tons with approximately 389,000 square feet of space; typically focusing on complex, non-commoditized jobs with intensive fabrication requirements; and • Erection: Banker Steel offers a full suite of erection services including horizontal and vertical erection services.
R2 Technologies develops and commercializes breakthrough aesthetic medical and non-medical devices in the aesthetic dermatology market. Headquartered in Silicon Valley, R2 Technologies is the world leader in CryoAesthetics™ medical devices. R2 Technologies' Glacial® platform for precision contact cooling of the skin has been shown to reduce inflammation and also brighten dark spots.
R2 Technologies, Inc. R2 Technologies develops and commercializes breakthrough aesthetic medical and non-medical devices in the aesthetic dermatology market. Headquartered in Dublin, California, R2 Technologies is the world leader in CryoAesthetics™ medical devices. R2 Technologies' Glacial® platform for precision contact cooling of the skin has been shown to reduce inflammation and also brighten dark spots.
We have generally pursued either controlling positions in durable, cash-flow generating businesses and assets that will enhance our current businesses in Infrastructure, Life Sciences and Spectrum or companies we believe exhibit substantial growth potential, which may be unrelated to the Company’s then-current operating segments.
We have generally pursued either controlling positions in durable, cash-flow generating businesses and assets that will enhance our current businesses in the segments we operate in or companies we believe exhibit substantial growth potential, which may be unrelated to the Company’s then-current operating segments.
We have broad discretion in selecting a business strategy for the Company. If we elect to pursue an acquisition, while we intend to focus on Infrastructure, Life Sciences and Spectrum, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.
We have broad discretion in selecting a business strategy for the Company. If we elect to pursue an acquisition, while we may intend to focus on our remaining segments, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.
In a typical broadcast station revenue agreement, we, as the owner/licensee of a station, make available, for a fee, airtime on one or multiple of our station subchannel(s) to a third party. The third party broadcasts during that airtime and collects revenue from advertising aired during such content.
In a typical broadcast station revenue agreement, we, as the owner/licensee of a station, make available, for a fee, airtime on one or multiple of our station subchannel(s) to a third party. The third party broadcasts its content during that airtime and collects revenue from any advertising it airs during such content.
Life Sciences Segment (Pansend Life Sciences, LLC) Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend") which maintains a controlling interest of 80.0% in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee, and also has a controlling interest of 81.4% in R2 Technologies, Inc.
Life Sciences Segment (Pansend Life Sciences, LLC) Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend") which maintains a controlling interest of 80.0% in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee, and, as of December 31, 2025, also has a controlling interest of 81.0% in R2 Technologies, Inc.
On January 17, 2025, it was announced that the FDA had approved MediBeacon’s TGFR for the assessment of kidney function in patients with normal or impaired renal function. The TGFR is validated for use in the assessment of Glomerular Filtration Rate (GFR) in patients with stable kidney function at the point of care.
On January 17, 2025, the FDA approved MediBeacon’s TGFR for the assessment of kidney function in patients with normal or impaired renal function. The TGFR is validated for use in the assessment of Glomerular Filtration Rate (GFR) in patients with stable kidney function at the point of care.
In 2024, DBMG's two largest customers represented approximately 25.5% of DBMG's revenues. In 2023, DBMG’s two largest customers represented approximately 41.3% of DBMG's revenues. DBMG’s size gives it the production capacity to complete large-scale, demanding projects, with typical utilization per facility ranging from 84% - 94% and a sales pipeline that includes approximately $6.6 billion in potential revenue generation.
In 2025, DBMG's two largest customers represented approximately 22.1% of DBMG's revenues. In 2024, DBMG’s two largest customers represented approximately 25.5% of DBMG's revenues. DBMG’s size gives it the production capacity to complete large-scale, demanding projects, with typical utilization per facility ranging from 84% - 94% and a sales pipeline that includes approximately $10.6 billion in potential revenue generation.
Human Capital As of December 31, 2024, we had 3,135 full-time employees and 26 part-time employees, including the employees of our operating businesses as described in more detail below. We consider our relations with our employees to be satisfactory. Our Operating Subsidiaries Infrastructure Segment (DBMG) DBM Global Inc.
Human Capital As of December 31, 2025, we had 3,587 full-time employees and 151 part-time employees, including the employees of our operating businesses as described in more detail below. We consider our relations with our employees to be satisfactory. Our Operating Subsidiaries Infrastructure Segment (DBMG) DBM Global Inc.
DBMG has limited its raw material cost exposure by securing fixed prices from mills at contract bid as well as by utilizing its purchasing power as one of the largest domestic buyers of wide flange beams in the United States.
DBMG has limited its raw material cost exposure by securing fixed price agreements from steel mills during contract bid, as well as by utilizing its purchasing power as one of the largest domestic buyers of wide flange beams in the United States.
In addition, pursuant to its amended commercial partnership with Huadong and, as a result of FDA approval, a $7.5 million investment in its preferred stock by Huadong was in the process of closing at a pre-money valuation of approximately $420 million.
In addition, pursuant to its amended commercial partnership with Huadong and, as a result of FDA approval, a $7.5 million investment in its preferred stock by Huadong was received in the first quarter of 2025 at a pre-money valuation of approximately $420 million.
Suppliers DBMG currently purchases its steel from a variety of domestic and foreign steel producers but is not dependent on any one producer. During the year ended December 31, 2024, DBMG, through SSC and Banker Steel, purchased approximately 50.9% of the total value of steel and steel components purchased from two domestic steel vendors.
Suppliers DBMG currently purchases its steel from a variety of domestic and foreign steel producers and is not dependent on any one producer. During the year ended December 31, 2025, DBMG, through SSC and Banker Steel, purchased approximately 67.2% of the total value of steel and steel components from two domestic steel vendors.
These changes may affect our ability to conduct our business in ways that we believe would be advantageous and may impact our operating results. New Broadcast TV Technology: ATSC 3.0 In 2017, the FCC approved the ATSC 3.0, the next generation broadcast standards defining how television signals are broadcast and interpreted ("NextGen TV").
These changes may affect our ability to conduct our business in ways that we believe would be advantageous and may impact our operating results. ATSC 3.0 ATSC 3.0, is the next generation broadcast technology standard defining how television signals are broadcast and interpreted ("NextGen TV").
Strategy Broadcasting’s strategy includes the following initiatives: • Broadcasting is principally designed to be a nationwide OTA distribution platform, targeting the growing number of OTA households in the U.S.; • Broadcasting's vision is to capitalize on the opportunities to bring valuable content to more viewers over-the-air and to position itself for the changing media landscape and to take advantage of the technology advances rapidly underway in the industry; • As of December 31, 2024, 248 operating stations are connected to Broadcasting's cloud-based IP backbone and can be operated and monitored remotely, allowing for substantial cost savings and operating efficiencies.
Variable fees are usage/sales-based and are recognized as revenue when the subsequent usage occurs. 17 Strategy Broadcasting’s strategy includes the following initiatives: • Broadcasting is principally designed to be a nationwide OTA distribution platform, targeting the growing number of OTA households in the U.S.; • Broadcasting's vision is to capitalize on the opportunities to bring valuable content to more viewers over-the-air and to position itself for the changing media landscape and to take advantage of the technology advances rapidly underway in the industry; • As of December 31, 2025, 252 operating stations are connected to Broadcasting's cloud-based IP backbone and can be operated and monitored remotely, allowing for substantial cost savings and operating efficiencies.
Human Capital As of December 31, 2024, Broadcasting employed 16 full-time employees and 1 part-time employee across the U.S.
Human Capital As of December 31, 2025, Broadcasting employed 17 full-time employees and 1 part-time employee across the U.S.
In 2015, Pansend Life Sciences became the largest equity investor in MediBeacon. In 2019, MediBeacon entered into a $30 million investment and exclusive commercialization partnership in Greater China with Huadong, under which MediBeacon granted Huadong the exclusive rights to distribute all of MediBeacon’s products in Greater China, and MediBeacon will receive royalty payments on net sales of the TGFR system.
In 2019, MediBeacon entered into a $30 million investment and exclusive commercialization partnership in Greater China with Huadong, under which MediBeacon granted Huadong the exclusive rights to distribute all of MediBeacon’s products in Greater China, and MediBeacon will receive royalty payments on net sales of the TGFR system.
("R2 Technologies"), which develops aesthetic and medical technologies for the skin. Pansend also invests in other early stage or developmental stage healthcare companies including a 45.9% interest in MediBeacon Inc. ("MediBeacon"), a 1.6% fully diluted interest in Triple Ring Technologies, Inc. ("Triple Ring"), and a 20.1% interest in Scaled Cell Solutions, Inc. ("Scaled Cell"). R2 Technologies, Inc.
("R2 Technologies"), which develops aesthetic and medical technologies for the skin. Pansend also invests in other early stage or developmental stage healthcare companies including a 44.6% interest in MediBeacon Inc. ("MediBeacon"), a 1.6% fully diluted interest in Triple Ring Technologies, Inc. ("Triple Ring"), and a 20.1% interest in Scaled Cell Solutions, Inc. ("Scaled Cell") as of December 31, 2025.
Revenues Broadcasting generates broadcast station revenue from its operations. Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the third-parties' related ad sales, principally from channel leases and revenue sharing agreements with minimum guarantees included within the contracts.
Revenues Broadcasting revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the third-parties' related advertisement sales, principally from channel leases and revenue sharing agreements with minimum guarantees included within certain contracts.
Although DBMG has not incurred any material environmental related liability in the past and believes that it is in material compliance with environmental laws, there can be no assurance that DBMG, or entities for which it may be responsible, will not incur such liability in connection with the investigation and remediation of facilities it currently operates (or formerly owned or operated) or other locations in a manner that could materially and adversely affect its operations. 8 DBMG maintains commercial general liability insurance in the amount of $2.0 million per occurrence and $4.0 million in the aggregate.
Although DBMG has not incurred any material environmental related liability in the past and believes that it is in material compliance with environmental laws, there can be no assurance that DBMG, or entities for which it may be responsible, will not incur such liability in connection with the investigation and remediation of facilities it currently operates (or formerly owned or operated) or other locations in a manner that could materially and adversely affect its operations.
Additionally, SSC can help clients manage steel subcontracts, providing clients with savings on raw steel purchases and giving them access to a variety of SSC-approved subcontractors; • Fabrication: Through its six fabrication shops in Arizona, California, Kansas, and Utah, SSC has one of the highest fabrication capacities in the United States, with approximately 1.1 million square feet under roof and a maximum annual fabrication capacity of approximately 279,000 tons; • Erection: Named the top steel erector in the United States for 2007, 2008, 2011, 2013-2020, and 2022, and the second top steel erector for 2021 and 2023 - 2024 by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures; and • BIM: SSC uses BIM on every project to manage its role efficiently.
Additionally, SSC can help clients manage steel subcontracts, providing clients with savings on raw steel purchases and giving them access to a variety of SSC-approved subcontractors; • Fabrication: Through its six fabrication shops in Arizona, California, Kansas, and Utah, SSC has one of the highest fabrication capacities in the United States, with approximately 1.1 million square feet under roof and a maximum annual fabrication capacity of approximately 278,000 tons; • Erection: Named among the top two steel erectors in the United States each year since 2013, by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures; and • BIM: SSC uses BIM on every project to manage its role efficiently.
We continue to pay the royalty on net sales as required by the agreement and currently have no additional obligations to MGH resulting from any sublicensing agreement. 11 MediBeacon, Inc. MediBeacon is a medical technology company specializing in the advances of fluorescent tracer agents and transdermal measurement.
We continue to pay the royalty on net sales as required by the agreement and currently have no additional obligations to MGH resulting from any sublicensing agreement. MediBeacon, Inc. MediBeacon is a medical technology company specializing in the advances of fluorescent tracer agents and transdermal measurement. MediBeacon has developed a system that enables point of care assessment of kidney function.
Operating Broadcast Stations Below are Broadcasting’s operating stations as of December 31, 2024, listed by call sign and market rank: Market Market Rank (a) Station Service New York, NY 1 W02CY-D LPTV Station WKOB-LD LPTV Station Los Angeles, CA 2 KHIZ-LD LPTV Station KSKJ-CD Class A Station Chicago, IL 3 W31EZ-D LPTV Station WPVN-CD Class A Station Dallas - Ft.
Broadcasting has approximately 112 stations concentrated in the top 40 markets. 12 Operating Broadcast Stations Below are Broadcasting’s operating stations as of December 31, 2025, listed by call sign and market rank: Market Market Rank (a) Station Service New York, NY 1 WKOB-LD LPTV Station W02CY-D LPTV Station Los Angeles, CA 2 KHIZ-LD LPTV Station KSKJ-CD Class A Station Chicago, IL 3 WPVN-CD Class A Station W31EZ-D LPTV Station KPDS-LD LPTV Station Dallas - Ft.
In international markets, R2 Technologies sells Glacial Rx, Glacial fx and Glacial Spa through distributors. Currently, R2 Technologies has contracts with distributors to sell these products into the following countries: Mexico, United Arab Emirates, Saudi Arabia, Bahrain, Qatar, Australia, Hong Kong, Singapore, Vietnam, China, United Kingdom, France, Kuwait, and India.
In international markets, R2 Technologies sells Glacial Rx, Glacial fx and Glacial Spa through distributors. Currently, R2 Technologies has contracts with distributors to sell these products in Mexico, Bolivia, Colombia, Ecuador, Panama, Costa Rica, Guatemala, Dominican Republic, Peru, Spain, United Arab Emirates, Saudi Arabia, Bahrain, Qatar, Australia, Hong Kong, Singapore, Vietnam, China, United Kingdom, France, Kuwait, and India.
There can be no assurance that such laws and regulations or their interpretation will not change in a manner that could materially and adversely affect DBMG’s operations.
These laws and regulations have become increasingly stringent and compliance with these laws and regulations has become increasingly complex and costly. There can be no assurance that such laws and regulations or their interpretation will not change in a manner that could materially and adversely affect DBMG’s operations.
Sales and Distribution In the United States and Canada, R2 Technologies utilizes a direct sales force to sell Glacial Rx and Glacial fx. As of December 31, 2024, R2 Technologies had a sales force in the United States and Canada of 28 employees, total full-time employees of 42 and 2 part-time employees.
Sales and Distribution In the United States and Canada, R2 Technologies utilizes a direct sales force to sell Glacial Rx and Glacial fx. As of December 31, 2025, R2 Technologies had total full-time employees of 34 and 9 part-time employees. Part-time employees at R2 Technologies includes hourly employees, temporary employees and contractors.
Food and Drug Administration (“FDA”) clearance for use in dermatologic procedures for the removal of benign lesions of the skin and for use when cooling is intended for the temporary reduction of pain, swelling, inflammation, and hematoma from minor surgical procedures.
Glacial Rx – Originally launched in the first quarter of 2021 in the United States after receiving U.S. Food and Drug Administration (“FDA”) clearance for use in dermatologic procedures for the removal of benign lesions of the skin and for use when cooling is intended for the temporary reduction of pain, swelling, inflammation, and hematoma from minor surgical procedures.
For the year ended December 31, 2024, revenues were as follows (in millions): Revenue % of Total Revenue SSC $ 404.6 37.8 % Banker Steel 312.7 29.2 % GrayWolf 314.1 29.3 % DBM Vircon 33.2 3.1 % Aitken 7.0 0.6 % Total $ 1,071.6 100.0 % The majority of DBMG's business is in North America, but DBM Vircon provides detailing services on five continents.
For the year ended December 31, 2025, revenues were as follows (in millions): Revenue % of Total Revenue SSC $ 687.5 56.8 % Banker Steel 246.3 20.3 % GrayWolf 237.4 19.6 % DBM Vircon 32.3 2.7 % Aitken 6.8 0.6 % Total $ 1,210.3 100.0 % The majority of DBMG's business is in North America, but DBM Vircon provides detailing services on five continents.
Human Capital As of December 31, 2024, DBMG's workforce was comprised of 3,065 full-time and 23 part-time employees and hired 83 contractors and consultants across the globe, including the U.S., Canada, Australia, New Zealand, India, the Philippines, the UK, and Mexico.
Human Capital As of December 31, 2025, DBMG's workforce was comprised of 3,525 full-time and 141 part-time employees, across the globe, including the U.S., Canada, Australia, India, the Philippines, New Zealand, Thailand and the UK. Part-time employees at DBMG include temporary employees, consultants and contractors.
Broadcast station revenue is recognized over the life of the contract, when the program is broadcast. The fees charged can be fixed or variable, and the contracts that the Company enters into are generally short-term in nature. Variable fees are usage/sales-based and are recognized as revenue when the subsequent usage occurs.
Broadcast station revenue is recognized over the life of the contract, when the program is broadcast. The fees charged can be fixed or variable, and the contracts that the Company enters into are generally short-term in nature; however, initial contract periods may exceed one year in length.
Any devices we manufacture or distribute pursuant to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certain state agencies, including establishment registration and device listing with the FDA.
We have received regulatory approval or are otherwise free to market the Glacial Rx product in numerous international markets. Any devices we manufacture or distribute pursuant to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certain state agencies, including establishment registration and device listing with the FDA.
MediBeacon has developed a system that enables point of care assessment monitoring of kidney function. The Transdermal GFR System (“TGFR”) is comprised of the TGFR Sensor, TGFR Monitor, and Lumitrace (relmapirazin), which, together, allow assessment of the kidney function by measuring the clearance rate of the fluorescent agent as it leaves the body.
The Transdermal GFR System (“TGFR”) is comprised of the TGFR Sensor, TGFR Monitor, and Lumitrace (relmapirazin), which, together, allow assessment of the kidney function by measuring the clearance rate of the fluorescent agent as it leaves the body. The system records Lumitrace fluorescence intensity transdermally as a function of time via a sensor placed on the skin.
We expect to focus on operating and managing our portfolio of companies and building value in Infrastructure, Life Sciences and Spectrum in the future. We believe these segments are well positioned to take advantage of current trends in today’s economy and that there is opportunity to build value organically and inorganically in these three segments.
We believe that our segments are well positioned to take advantage of current trends in today’s economy and that there is opportunity to build value organically and inorganically in these segments.
Strategy DBMG’s objective is to achieve and maintain a leading position in the geographic regions and project segments that it serves by providing timely, high-quality services to its customers.
Debt Obligations to the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference. Strategy DBMG’s objective is to achieve and maintain a leading position in the geographic regions and project segments that it serves by providing timely, high-quality services to its customers.
DBMG’s sales efforts are further supported by most of its executive officers, engineering, and strategic sales and marketing personnel, who have substantial experience in the design, detailing, modeling, fabrication, industrial construction, maintenance, and erection of structural steel and heavy steel plate. 7 DBMG competes for new project opportunities through its relationships and interaction with its active and prospective customer base which provides valuable current market information and sales opportunities.
DBMG generates future project reports to track the weekly progress of new opportunities. DBMG’s sales efforts are further supported by most of its executive officers, engineering, and strategic sales and marketing personnel, who have substantial experience in the design, detailing, modeling, fabrication, industrial construction, maintenance, and erection of structural steel and heavy steel plate.
Once completed, this will decrease Pansend's ownership in MediBeacon from approximately 45.9% prior to the transaction to approximately 44.7% subsequent to the transaction. On a fully diluted basis, Pansend's ownership in MediBeacon will decrease from 40.1% to 39.7%. 12 Genovel Orthopedics, Inc.
As a result of these transactions, Pansend's ownership in MediBeacon decreased from approximately 45.9% prior to the transaction to approximately 44.7% subsequent to the transaction. On a fully diluted basis, Pansend's ownership in MediBeacon decreased from 40.1% prior to the transaction to 39.7% subsequent to the transaction.
In addition, DBMG maintains umbrella coverage limits of $75.0 million. DBMG also maintains insurance against property damage caused by fire, flood, explosion and similar catastrophic events that may result in physical damage or destruction of its facilities and property.
DBMG maintains commercial general liability insurance with umbrella coverage limits as well as professional liability insurance for professional services related to our work in steel erection and fabrication projects. DBMG also maintains insurance against property damage caused by fire, flood, explosion and similar catastrophic events that may result in physical damage or destruction of its facilities and property.
On October 22, 2018, the FDA granted Breakthrough Device designation to the TGFR for the measurement of Glomerular Filtration Rate (“GFR”) in patients with impaired or normal kidney function.
The TGFR Sensor records 2.5 fluorescent readings per second, and the TGFR Monitor will display the average session TGFR reading at the patient's bedside or in the outpatient setting. On October 22, 2018, the FDA granted Breakthrough Device designation to the TGFR for the measurement of Glomerular Filtration Rate (“GFR”) in patients with impaired or normal kidney function.
These laws and regulations may also expose us to liability for the conduct of or conditions caused by others, or for our acts that were in compliance with all applicable laws at the time such acts were performed. 19 Compliance with federal, state and local provisions regulating the discharge of materials into the environment or relating to the protection of the environment has not had a material impact on our capital expenditures, earnings or competitive position.
These laws and regulations may also expose us to liability for the conduct of or conditions caused by others, or for our acts that were in compliance with all applicable laws at the time such acts were performed.
As of December 31, 2024, our patent portfolio comprised 128 issued patents and 11 pending patent applications, each of which we either own directly or for which we are the exclusive licensee.
We have implemented a patent strategy designed to protect our technology and facilitate commercialization of our current and future products. As of December 31, 2025, our patent portfolio comprised 129 issued patents and 7 pending patent applications, each of which we either own directly or for which we are the exclusive licensee.
Broadcasting’s stations are interconnected to an internet protocol network backbone, which allows Broadcasting to monitor and operate the stations remotely, resulting in significant cost efficiencies. As of December 31, 2024, Broadcasting operated 256 stations, including three Full-Power stations, 53 Class A stations and 200 Low Power Television ("LPTV") stations.
Broadcasting’s stations are interconnected to an internet protocol network backbone, which allows Broadcasting to monitor and operate the stations remotely, resulting in significant cost efficiencies.
Neither DBMG nor the Company believes that any of such pending claims and legal proceedings will have a material adverse effect on its (or the Company’s) business, consolidated financial position, results of operations or cash flows.
Neither DBMG nor the Company believes that any of such pending claims and legal proceedings will have a material adverse effect on its (or the Company’s) business, consolidated financial position, results of operations or cash flows. 7 DBMG’s operations and properties are affected by numerous federal, state and local environmental protection laws and regulations, such as those governing discharges to air and water and the handling and disposal of solid and hazardous wastes.
Scaled Cell Solutions, Inc. Scaled Cell is an immunotherapy company developing a novel autologous cell therapy system to potentially improve current chimeric antigen receptor T-cell ("CAR-T") treatments.
Triple Ring is a research and development engineering company specializing in medical devices, homeland security, imaging sensors, optics, fluidics, robotics and mobile healthcare. Scaled Cell Solutions, Inc. Scaled Cell is an immunotherapy company developing a novel autologous cell therapy system to potentially improve current chimeric antigen receptor T-cell ("CAR-T") treatments.
As a result of improvements in digital compression technology over the last several years, many Full Power stations have increased the number of subchannels that they can lease to OTA multicast networks, resulting in increased competition in many of our markets over the last several years. 18 Because nearly all our stations are LPTV and Class A, they do not have primary channel “must carry” rights and, therefore, have no signal coverage and carriage on multiple video program distribution ("MVPD") systems.
As a result of improvements in digital compression technology over the last several years, many Full Power stations have increased the number of subchannels that they can lease to OTA multicast networks, resulting in increased competition in many of our markets over the last several years.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

147 edited+27 added−24 removed309 unchanged
Biggest changeThe indentures governing our outstanding senior secured notes and convertible notes contain, and any future indentures may contain various covenants, including those that restrict our ability to, and, in certain cases, the ability of the Company’s subsidiaries, to, among other things, incur additional indebtedness; create liens; engage in sale-leaseback transactions; pay dividends or make distributions in respect of capital stock; make certain restricted payments; sell assets; engage in transactions with affiliates; or consolidate or merge with, or sell substantially all of its assets to, another person.
Biggest changeThe indentures governing INNOVATE’s 2027 Senior Secured Notes, 2027 Convertible Notes, 2026 Senior Secured Notes, 2026 Convertible Notes, CGIC Subordinated Secured Promissory Note and Revolving Line of Credit, and our Third Amended and Restated Certificate of Incorporation and any future debt agreements may contain various covenants, including those that restrict our ability to, among other things: • incur liens on our property, assets and revenue; • borrow money, and guarantee or provide other support for the indebtedness of third parties; • redeem or repurchase our capital stock; • make scheduled interest and principal or other payments or prepay, redeem or repurchase, certain of our indebtedness • enter into certain change of control transactions; • make investments in entities that we do not control, including joint ventures; 22 • enter into certain asset sale transactions, including divestiture of certain company assets and divestiture of capital stock of wholly-owned subsidiaries; • enter into certain transactions with affiliates; and • enter into secured financing arrangements.
If a material weakness exists as of a future period year-end (including a material weakness identified prior to year-end for which there is an insufficient period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), our management will be unable to report favorably as of such future period year-end to the effectiveness of our internal control over financial reporting.
If a material weakness exists as of a future period-end (including a material weakness identified prior to year-end for which there is an insufficient period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), our management will be unable to report favorably as of such future period year-end to the effectiveness of our internal control over financial reporting.
Any such event could consume significant management time and result in a loss to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and investments. There may be tax consequences associated with our acquisition, investment, holding and disposition of target companies and assets.
Any such event could consume significant management time and result in a loss to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and investments. There may be tax consequences associated with our disposition, acquisition, investment, and holding of target companies and assets.
To manage growth effectively, we must continue to: enhance our operational, financial and management systems, including warehouse management and inventory control; maintain and improve internal controls and disclosure controls and procedures; maintain and improve information technology systems and procedures; and expand, train and manage our employee base.
To manage growth effectively, we must continue to: enhance our operational, financial and management systems, including warehouse management and inventory control; maintain and improve internal controls, disclosure controls and procedures; maintain and improve information technology systems and procedures; and expand, train and manage our employee base.
For example, with any past or future acquisition, there is the possibility that: • we may not have implemented company policies, procedures and cultures, in an efficient and effective manner; • we may not be able to successfully reduce costs, increase advertising revenue or audience share; • we may fail to retain and integrate employees and key personnel of the acquired business and assets; • our management may be reassigned from overseeing existing operations by the need to integrate the acquired business; • we may encounter unforeseen difficulties in extending internal control and financial reporting systems at the newly acquired business; 26 • we may fail to successfully implement technological integration with the newly acquired business or may exceed the capabilities of our technology infrastructure and applications; • we may not be able to generate adequate returns; • we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies and assets; • we may suffer adverse short-term effects on operating results through increased costs and may incur future impairments of goodwill associated with the acquired business; • we may be required to increase our leverage and debt service or to assume unexpected liabilities in connection with our acquisitions; and • we may encounter unforeseen challenges in entering new markets in which we have little or no experience.
For example, with any past or future acquisition, there is the possibility that: • we may not have implemented company policies, procedures and cultures, in an efficient and effective manner; • we may not be able to successfully reduce costs, increase advertising revenue or audience share; • we may fail to retain and integrate employees and key personnel of the acquired business and assets; • our management may be reassigned from overseeing existing operations by the need to integrate the acquired business; • we may encounter unforeseen difficulties in extending internal control and financial reporting systems at the newly acquired business; • we may fail to successfully implement technological integration with the newly acquired business or may exceed the capabilities of our technology infrastructure and applications; • we may not be able to generate adequate returns; • we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies and assets; • we may suffer adverse short-term effects on operating results through increased costs and may incur future impairments of goodwill associated with the acquired business; • we may be required to increase our leverage and debt service or to assume unexpected liabilities in connection with our acquisitions; and • we may encounter unforeseen challenges in entering new markets in which we have little or no experience.
Pansend is also subject to other risks relating to its manufacturing capabilities, including: • quality and reliability of components, sub-assemblies and materials that Pansend sources from third-party suppliers, who are required to meet Pansend’s quality specifications, some of whom are Pansend’s single-source suppliers for the products they supply; • failure to secure raw materials, components and materials in a timely manner, in sufficient quantities or on commercially reasonable terms; • inability to secure raw materials, components and materials of sufficient quality to meet the exacting needs of medical device manufacturing; 44 • failure to maintain compliance with quality system requirements or pass regulatory quality inspections; • inability to increase, suspend or reduce production capacity or volumes to meet demand; and • inability to design or modify production processes to enable Pansend to produce future products efficiently or implement changes in current products in response to design or regulatory requirements.
Pansend is also subject to other risks relating to its manufacturing capabilities, including: • quality and reliability of components, sub-assemblies and materials that Pansend sources from third-party suppliers, who are required to meet Pansend’s quality specifications, some of whom are Pansend’s single-source suppliers for the products they supply; • failure to secure raw materials, components and materials in a timely manner, in sufficient quantities or on commercially reasonable terms; • inability to secure raw materials, components and materials of sufficient quality to meet the exacting needs of medical device manufacturing; • failure to maintain compliance with quality system requirements or pass regulatory quality inspections; • inability to increase, suspend or reduce production capacity or volumes to meet demand; and • inability to design or modify production processes to enable Pansend to produce future products efficiently or implement changes in current products in response to design or regulatory requirements.
These fluctuations may occur due to a variety of factors, many of which are outside of Pansend’s control and may be difficult to predict, including: • the timing and cost of, and level of investment in, research, development, and commercialization activities relating to Pansend’s product and product candidates, which may change from time to time; • the timing of receipt of approvals or clearances for Pansend’s product candidates from regulatory authorities in the U.S. or internationally; • the timing and status of enrollment for Pansend’s clinical trials; the timing and success or failure of nonclinical studies and clinical trials for Pansend’s product candidates or competing product candidates, or any other change in the competitive landscape of the life sciences industry, including consolidation among Pansend’s competitors or partners; • coverage and reimbursement policies with respect to Pansend’s product and product candidates, including the degree to which treatments using its products are covered and receive adequate reimbursement from third-party payors, and potential future drugs or devices that compete with its products, and competition in general and competitive developments in the market; • the cost of manufacturing Pansend’s product, as well as building out its supply chain, which may vary depending on the quantity of production and the terms of Pansend’s agreements with manufacturers; • expenditures that Pansend may incur to acquire, develop or commercialize additional product candidates and technologies; • the level of demand for Pansend’s product and any product candidates, if approved or cleared, which may vary significantly over time and may experience seasonal fluctuations in demand; • litigation, including patent, employment, securities class action, stockholder derivative, general commercial, product liability and other lawsuits or claims; • changes in geographic, channel or product mix; • weakness in consumer spending as a result of a slowdown in the global, U.S. or other economies; • changes in relationships with our customers and distributors, including timing of orders; and • our inability to scale, suspend or reduce production based on variations in product demand.
These fluctuations may occur due to a variety of factors, many of which are outside of Pansend’s control and may be difficult to predict, including: • the timing and cost of, and level of investment in, research, development, and commercialization activities relating to Pansend’s and its investees' product and product candidates, which may change from time to time; • the timing of receipt of approvals or clearances for Pansend’s and its investees' product candidates from regulatory authorities in the U.S. or internationally; • the timing and status of enrollment for Pansend’s and its investees' clinical trials; the timing and success or failure of nonclinical studies and clinical trials for Pansend’s and its investees' product candidates or competing product candidates, or any other change in the competitive landscape of the life sciences industry, including consolidation among Pansend’s and its investees' competitors or partners; • coverage and reimbursement policies with respect to Pansend’s and its investees' product and product candidates, including the degree to which treatments using its products are covered and receive adequate reimbursement from third-party payors, and potential future drugs or devices that compete with its products, and competition in general and competitive developments in the market; • the cost of manufacturing Pansend’s and its investees' product, as well as building out its supply chain, which may vary depending on the quantity of production and the terms of Pansend’s agreements with manufacturers; • expenditures that Pansend and its investees may incur to acquire, develop or commercialize additional product candidates and technologies; • the level of demand for Pansend’s and its investees' product and any product candidates, if approved or cleared, which may vary significantly over time and may experience seasonal fluctuations in demand; • litigation, including patent, employment, securities class action, stockholder derivative, general commercial, product liability and other lawsuits or claims; • changes in geographic, channel or product mix; • weakness in consumer spending as a result of a slowdown in the global, U.S. or other economies; • changes in relationships with our customers and distributors, including timing of orders; and • our inability to scale, suspend or reduce production based on variations in product demand.
In addition, the unexpected or sustained unavailability of the information systems or the failure of these systems to perform as anticipated for any reason, including cybersecurity attacks and other intentional hacking, could subject us to legal claims if there is loss, disclosure or misappropriation of or access to our customers’ information and could result in service interruptions, safety failures, security violations, regulatory compliance failures, an inability to protect information and assets against intruders, sensitive data being lost or manipulated and could otherwise disrupt our businesses and result in decreased performance, operational difficulties and increased costs, any of which could adversely affect our business, results of operations, financial condition or liquidity.
In addition, the unexpected or sustained unavailability of the information systems or the failure of these systems to perform as anticipated for any reason, including cybersecurity attacks and other intentional hacking, could subject us to additional legal costs and claims if there is loss, disclosure or misappropriation of or access to our customers’ information and could result in service interruptions, safety failures, security violations, regulatory compliance failures, an inability to protect information and assets against intruders, sensitive data being lost or manipulated and could otherwise disrupt our businesses and result in decreased performance, operational difficulties and increased costs, any of which could adversely affect our business, results of operations, financial condition or liquidity.
The issuance of additional shares of common stock or preferred stock may, among other things: • significantly dilute the equity interest and voting power of all other stockholders; • subordinate the rights of holders of our outstanding common stock and/or preferred stock if preferred stock is issued with rights senior to those afforded to holders of our common stock and/or preferred stock; • trigger an adjustment to the price at which all or a portion of our outstanding preferred stock converts into our common stock, if such stock is issued at a price lower than the then-applicable conversion price; • entitle our existing holders of preferred stock to purchase a portion of such issuance to maintain their ownership percentage, subject to certain exceptions; • call for us to make dividend or other payments not available to the holders of our common stock; and 32 • cause a change in control of our company if a substantial number of shares of our common stock are issued and/or if additional shares of preferred stock having substantial voting rights are issued.
The issuance of additional shares of common stock or preferred stock may, among other things: • significantly dilute the equity interest and voting power of all other stockholders; • subordinate the rights of holders of our outstanding common stock and/or preferred stock if preferred stock is issued with rights senior to those afforded to holders of our common stock and/or preferred stock; • trigger an adjustment to the price at which all or a portion of our outstanding preferred stock converts into our common stock, if such stock is issued at a price lower than the then-applicable conversion price; • entitle our existing holders of preferred stock to purchase a portion of such issuance to maintain their ownership percentage, subject to certain exceptions; • call for us to make dividend or other payments not available to the holders of our common stock; and • cause a change in control of our company if a substantial number of shares of our common stock are issued and/or if additional shares of preferred stock having substantial voting rights are issued.
Pansend may find itself in competition with companies that have competitive advantages over us, such as: • significantly greater name recognition; • established relations with healthcare professionals, customers, and third-party payers; • greater efficacy or better safety profiles; • established distribution networks; • additional lines of products, and the ability to offer rebates, higher discounts, or incentives to gain a competitive advantage; • greater experience in obtaining patents and regulatory approvals for product candidates and other resources; 40 • greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and • greater financial and human resources for product development, sales and marketing, and patent litigation.
Pansend may find itself in competition with companies that have competitive advantages over us, such as: • significantly greater name recognition; • established relations with healthcare professionals, customers, and third-party payers; • greater efficacy or better safety profiles; • established distribution networks; • additional lines of products, and the ability to offer rebates, higher discounts, or incentives to gain a competitive advantage; • greater experience in obtaining patents and regulatory approvals for product candidates and other resources; • greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and • greater financial and human resources for product development, sales and marketing, and patent litigation.
R2 Technologies’ financial performance will be negatively impacted in the event it cannot generate significant patient demand for procedures performed with its systems. 42 Demand for our products may not increase as rapidly as we anticipate due to a variety of factors, including a weakness in general economic conditions and resistance to non-traditional treatment methods.
R2 Technologies’ financial performance will be negatively impacted in the event it cannot generate significant patient demand for procedures performed with its systems. Demand for our products may not increase as rapidly as we anticipate due to a variety of factors, including a weakness in general economic conditions and resistance to non-traditional treatment methods.
Also, a slowing adoption of the ATSC 3.0 standards, as well as potential barriers related to an industry shift to next-generation telecommunications technologies, such as 5G and datacasting may lead to an unpredictable landscape for the broadcasting industry. 46 Cable companies and others have developed national advertising networks in recent years that increase the competition for national advertising.
Also, a slowing adoption of the ATSC 3.0 standards, as well as potential barriers related to an industry shift to next-generation telecommunications technologies, such as 5G and datacasting may lead to an unpredictable landscape for the broadcasting industry. Cable companies and others have developed national advertising networks in recent years that increase the competition for national advertising.
To the extent that we sustain losses from any pending litigation which are not reserved or otherwise provided for or insured against, our business, results of operations, cash flows and/or financial condition could be materially adversely affected. Refer to Item 3, "Legal Proceedings." Deterioration of global economic conditions could adversely affect our business.
To the extent that we sustain losses from any pending litigation which are not reserved or otherwise provided for or insured against, our business, results of operations, cash flows and/or financial condition could be materially adversely affected. Refer to Item 3, " Legal Proceedings ." 28 Deterioration of global economic conditions could adversely affect our business.
There can be no assurance that any of DBMG’s pending contractual, employment-related personal injury or property damage claims and disputes will not have a material effect on DBMG’s future results of operations, cash flows or financial condition. Work stoppages, union negotiations and other labor problems could adversely affect DBMG’s business.
There can be no assurance that any of DBMG’s pending contractual, employment-related personal injury or property damage claims and disputes will not have a material effect on DBMG’s future results of operations, cash flows or financial condition. 38 Work stoppages, union negotiations and other labor problems could adversely affect DBMG’s business.
Other remedies that government agencies may seek for improper activities or performance issues include sanctions such as forfeiture of profit and suspension of payments. 36 In addition to the risks noted above, legislatures typically appropriate funds on a year-by-year basis, while contract performance may take more than one year.
Other remedies that government agencies may seek for improper activities or performance issues include sanctions such as forfeiture of profit and suspension of payments. In addition to the risks noted above, legislatures typically appropriate funds on a year-by-year basis, while contract performance may take more than one year.
Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property. In addition, some of our operating subsidiaries may use trademarks which have not been registered and may be more difficult to protect. We might be required to spend significant resources to monitor and protect our intellectual property rights.
Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property. In addition, some of our operating subsidiaries may use trademarks which have not been registered and may be more difficult to protect. 31 We might be required to spend significant resources to monitor and protect our intellectual property rights.
Pursuant to Section 802.01C, the Company had a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement. On August 27, 2024, subsequent to the Reverse Stock Split, the Company was notified by the NYSE that it had again regained compliance with this listing standard.
Pursuant to Section 802.01C, the Company had a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement. On August 27, 2024, subsequent to a reverse stock split effected by the Company, the Company was notified by the NYSE that it had again regained compliance with this listing standard.
To the extent that our sales or profitability are negatively affected by any such tariffs or other trade actions, our business and results of operations may be materially adversely affected. DBMG’s dependence on suppliers of steel and steel components makes it vulnerable to a disruption in the supply of its products.
To the extent that our sales or profitability are negatively affected by any such tariffs or other trade actions, our business and results of operations may be materially adversely affected. 36 DBMG’s dependence on suppliers of steel and steel components makes it vulnerable to a disruption in the supply of its products.
The decision to undergo one of R2’s procedures is, thus, driven by patient demand, which may be influenced by a number of factors, such as: • the success of R2’s sales and marketing programs; • the extent to which R2’s physician customers recommend its procedures to their patients; • the extent to which R2 Technologies’ procedures satisfy patient expectations; • R2 Technologies’ ability to properly train its physician customers in the use of its systems so that their patients do not experience excessive discomfort during treatment or adverse side effects; • the cost, safety, and effectiveness of R2 Technologies’ systems versus other aesthetic treatments; • consumer sentiment about the benefits and risks of aesthetic procedures generally and R2 Technologies’ systems in particular; • the success of any direct-to-consumer marketing efforts R2 Technologies may initiate; and • general consumer confidence, which may be impacted by economic and political conditions outside of R2 Technologies’s control.
The decision to undergo one of R2 Technologies’ procedures is, thus, driven by patient demand, which may be influenced by a number of factors, such as: • the success of R2 Technologies’ sales and marketing programs; • the extent to which R2 Technologies’ physician customers recommend its procedures to their patients; • the extent to which R2 Technologies’ procedures satisfy patient expectations; • R2 Technologies’ ability to properly train its physician customers in the use of its systems so that their patients do not experience excessive discomfort during treatment or adverse side effects; • the cost, safety, and effectiveness of R2 Technologies’ systems versus other aesthetic treatments; • consumer sentiment about the benefits and risks of aesthetic procedures generally and R2 Technologies’ systems in particular; • the success of any direct-to-consumer marketing efforts R2 Technologies may initiate; and • general consumer confidence, which may be impacted by economic and political conditions outside of R2 Technologies’ control.
If the amount DBMG is required to pay for third-party goods and services in an effort to meet its contractual obligations exceeds the amount it has estimated, DBMG could experience project losses or a reduction in estimated profit. Persistent inflation and economic uncertainty may negatively impact DBMG's business.
If the amount DBMG is required to pay for third-party goods and services in an effort to meet its contractual obligations exceeds the amount it has estimated, DBMG could experience project losses or a reduction in estimated profit. Inflation and economic uncertainty may negatively impact DBMG's business.
Given the scarcity of professionals with the scientific knowledge that Pansend requires and the competition for qualified personnel among life sciences businesses, Pansend may not succeed in attracting or retaining the personnel Pansend requires to continue and grow its operations. Rapidly changing technology in life sciences could make the products Pansend is developing obsolete.
Given the scarcity of professionals with the scientific knowledge that Pansend requires and the competition for qualified personnel among life sciences businesses, Pansend may not succeed in attracting or retaining the personnel Pansend requires to continue and grow its operations. 44 Rapidly changing technology in life sciences could make the products Pansend is developing obsolete.
Some of these events could be the basis for FDA or other regulatory action, including injunction, recall, seizure, or total or partial suspension of production. R2 Technologies depends heavily on contracted third-party delivery service providers to deliver our products to our providers and customers.
Some of these events could be the basis for FDA or other regulatory action, including injunction, recall, seizure, or total or partial suspension of production. 40 R2 Technologies depends heavily on contracted third-party delivery service providers to deliver our products to our providers and customers.
This could have an adverse effect on our business if we were not able to replace those commitments or to locate other sources of liquidity on acceptable terms. Increased adoption of artificial intelligence and government regulation could create additional costs .
This could have an adverse effect on our business if we were not able to replace those commitments or to locate other sources of liquidity on acceptable terms. 33 Increased adoption of artificial intelligence and government regulation could create additional costs .
Our inability or failure to do so could harm our business, financial condition, and results of operations. 25 Our failure to meet the continued listing requirements of NYSE could result in a delisting of our securities, which in turn could adversely affect our financial condition and the market for our common stock.
Our inability or failure to do so could harm our business, financial condition, and results of operations. Our failure to meet the continued listing requirements of NYSE could result in a delisting of our securities, which in turn could adversely affect our financial condition and the market for our common stock.
This significant amount of indebtedness poses risks such as risk of inability to repay such indebtedness, as well as: • increased vulnerability to general adverse economic and industry conditions; • higher interest expense if interest rates increase on our floating rate borrowings are not effective to mitigate the effects of these increases; 23 • our 2026 Senior Secured Notes are secured by substantially all of INNOVATE’s assets and those of certain of INNOVATE’s subsidiaries that have guaranteed the 2026 Senior Secured Notes, including certain equity interests in our other subsidiaries and other investments, as well as certain intellectual property and trademarks, and those assets cannot be pledged to secure other financings; • certain assets of our subsidiaries are pledged to secure their indebtedness, and those assets cannot be pledged to secure other financings; • our having to divert a significant portion of our cash flow from operations to payments on our indebtedness and other arrangements, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; • limiting our ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may limit our ability to implement our business strategy; • limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt and fewer other outstanding obligations.
This significant amount of indebtedness poses risks such as risk of inability to repay such indebtedness, as well as: • increased vulnerability to general adverse economic and industry conditions; • higher interest expense if interest rates increase on our floating rate borrowings are not effective to mitigate the effects of these increases; • our Senior Secured Notes are secured by substantially all of INNOVATE’s assets and those of certain of INNOVATE’s subsidiaries that have guaranteed the Senior Secured Notes, including certain equity interests in our other subsidiaries and other investments, as well as certain intellectual property and trademarks, and those assets cannot be pledged to secure other financings; • certain assets of our subsidiaries are pledged to secure their indebtedness, and those assets cannot be pledged to secure other financings; • our having to divert a significant portion of our cash flows from operations to payments on our indebtedness and other arrangements, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; • limiting our ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may limit our ability to implement our business strategy; • limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt and fewer other outstanding obligations.
Such expenditures could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition. 34 The nature of DBMG’s primary contracting terms for its contracts, including fixed-price and cost-plus pricing, could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
Such expenditures could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition. The nature of DBMG’s primary contracting terms for its contracts, including fixed-price and cost-plus pricing, could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
The trading price of our common stock may be highly volatile and could be subject to fluctuations in response to a number of factors beyond our control, including: • actual or anticipated fluctuations in our results of operations and the performance of our competitors; • reaction of the market to our announcement of any future acquisitions or investments; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • changes in general economic conditions; • outbreaks of pandemic diseases, including coronavirus, or fear of such outbreaks; and • actions of our equity investors, including sales of our common stock by significant stockholders.
The trading price of our common stock may be highly volatile and could be subject to fluctuations in response to a number of factors beyond our control, including: • actual or anticipated fluctuations in our results of operations and the performance of our competitors; • reaction of the market to our announcement of any future dispositions, acquisitions or investments; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • changes in general economic conditions; • outbreaks of pandemic diseases, or fear of such outbreaks; and • actions of our equity investors, including sales of our common stock by significant stockholders.
In addition, the existence of the 2026 Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the notes into shares of our common stock could depress the market price of our common stock.
In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the notes could be used to satisfy short positions, or anticipated conversion of the notes into shares of our common stock could depress the market price of our common stock.
Attacks perpetrated against our information systems could result in loss of assets and critical information, theft of intellectual property or inappropriate disclosure of confidential information and could expose us to remediation costs and reputational damage.
Attacks perpetrated against our information systems could result in loss of assets and critical information, theft of intellectual property or inappropriate disclosure of confidential information and could expose us to legal and remediation costs and reputational damage.
If, for any reason, one or more senior executives or key personnel were not to remain active in our Company, our results of operations could be adversely affected. On July 23, 2023, we announced the unexpected passing of Wayne Barr, our President, Chief Executive Officer ("CEO") and Director. Mr.
If, for any reason, one or more senior executives or key personnel, including our Interim CEO, were not to remain active in our Company, our results of operations could be adversely affected. On July 23, 2023, we announced the unexpected passing of Wayne Barr, our President, Chief Executive Officer ("CEO") and Director. Mr.
Our international operations are subject to a number of risks, including: • political conditions and events, including embargo; • changing regulatory environments; • outbreaks of pandemic diseases, including new COVID-19 variants, or fear of such outbreaks; • inflationary pressures; • restrictive actions by U.S. and foreign governments; • the imposition of withholding or other taxes on foreign income, new or increased tariffs or restrictions on foreign trade and investment; • adverse tax consequences; • limitations on repatriation of earnings and cash; • currency exchange controls and import/export quotas; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to adequately enforce contracts; • political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for our services and our profitability; • potential noncompliance with a wide variety of anti-corruption laws and regulations, such as the U.S.
Our international operations are subject to a number of risks, including: • political conditions and events, including embargo; • changing regulatory environments; • outbreaks of pandemic diseases, or fear of such outbreaks; • inflationary pressures; • restrictive actions by U.S. and foreign governments; • the imposition of withholding or other taxes on foreign income, new or increased tariffs or restrictions on foreign trade and investment; • adverse tax consequences; • limitations on repatriation of earnings and cash; • currency exchange controls and import/export quotas; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to adequately enforce contracts; • political instability, war and civil disturbances or other conflicts and risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for our services and our profitability; 29 • potential noncompliance with a wide variety of anti-corruption laws and regulations, such as the U.S.
When we decide to sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives, or we may dispose of a business at a price or on terms which are less than we had anticipated.
When we sell assets or a business, we may encounter difficulty in finding buyers or alternative exit strategies on acceptable terms in a timely manner, which could delay the accomplishment of our strategic objectives, or we may dispose of a business at a price or on terms which are less than we had anticipated.
Advancing CAR-T therapy creates other challenges, including those related to the manufacture, sourcing, licensing, education, and regulation of such therapies. Additionally, responses by the FDA or other federal and state agencies to negative public perception or ethical concerns could result in increased regulation or legislation of CAR-T therapies.
Advancing CAR-T therapy creates other challenges, including those related to the manufacturing, sourcing, licensing, education, and regulation of such therapies. Additionally, responses by the FDA or other federal and state agencies to negative public perception or ethical concerns could result in increased regulation or legislation of CAR-T therapies.
If we fail to protect our intellectual property rights adequately, including through the improper use of AI by our personnel or business partners, our competitors might gain access to our technology, and our business might be harmed. In addition, defending our intellectual property rights might entail significant expense.
If we and our investees fail to protect our intellectual property rights adequately, including through the improper use of AI by our personnel or business partners, our competitors might gain access to our or our investees' technology, and our business might be harmed. In addition, defending our intellectual property rights might entail significant expense.
It may be difficult to accurately forecast demand and determine appropriate levels of product or componentry. If we fail to manage our inventory effectively we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs.
It may be difficult to accurately forecast demand and determine appropriate levels of product or components. If we fail to manage our inventory effectively we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs.
For a description of our and our subsidiaries' indebtedness, refer to Note 11. Debt Obligations included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
For a description of our and our subsidiaries' indebtedness, refer to Note 11. Debt Obligations to the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
The Company had 4 pending renewal applications at the end of 2024, and will have no applications due in 2025. Third parties may oppose license renewals. A station remains authorized to operate while its license renewal application is pending. License Assignments. The Communications Act requires prior FCC approval for the assignment or transfer of control of an FCC licensee.
The Company had no pending renewal applications at the end of 2025, and will have no applications due in 2026. Third parties may oppose license renewals. A station remains authorized to operate while its license renewal application is pending. License Assignments. The Communications Act requires prior FCC approval for the assignment or transfer of control of an FCC licensee.
Further, there can be no assurance that the Company will be able to execute a reduction, extension, or refinancing of the debt, or that the terms of any replacement financing would be as favorable as the terms of the debt prior to the maturity date.
Further, there can be no assurance that the Company will be able to execute a reduction, extension, or refinancing of the debt, or that the terms of any replacement financing would be as favorable as the terms of the debt prior to the maturity dates.
If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us and our subsidiaries to pay our indebtedness or make mandatory redemption payments with respect to our outstanding shares of preferred stock, or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness or redeem the preferred stock, on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on us.
If our business does not generate sufficient cash flows from operations or if future borrowings are not available to us in an amount sufficient to enable us and our subsidiaries to pay our indebtedness or make mandatory redemption payments with respect to our outstanding shares of preferred stock, or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness or redeem the preferred stock, out of legally available funds, on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on us.
These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risks Related to Our Businesses • The ability of our subsidiaries to make distributions, our principal source of cash • Substantial doubt about our ability to continue as a going concern • Our levels of indebtedness, financing arrangements and other obligations • Restrictive covenants in our debt and preferred stock instruments • Ability to meet working capital requirements • Dependence on key personnel and ability to attract and retain skilled personnel • Any identified material weaknesses in our internal controls • Constraints in the labor market and increases in labor costs • Foreign exchange rate volatility and inflation • Impact of competition on our business • Impact of any potential future acquisitions and ability to manage future growth and the incurrence of substantial costs in connection with acquisitions • Cyber-attacks and other privacy or data security incidents • Managing growth related to increased operational size • Ability to fully utilize net operating loss and other tax carryforwards • Risk of restated financial statements • Presentation of corporate opportunities by certain current and former directors and officers and the impact of related party transactions • Our status as a non-investment company • Impact of potential litigation • Deterioration of global economic conditions and the impact of operating globally • Impact of climate change • Compliance costs related to our acquired businesses • Ability of our development stage companies to produce revenues or income • Adverse tax impact of our acquisitions or dispositions • Lack of sole control in joint venture investments • Ability to protect our intellectual property • Potential dilution of our current stockholders • Effect of future sales of common stock by preferred stockholders • Common stock price fluctuations • Prevention of potential takeover due to Delaware law and charter documents • Activist stockholders • Adoption of artificial intelligence ("AI") and government regulation 20 Risks Related to the Infrastructure segment • Unpredictability in timing of DBMG’s construction contracts and payments thereunder • Impact of construction contract pricing terms, including fixed-price and cost-plus pricing • New or increased import tariffs on steel or other materials and the impact of fluctuations in other costs and inflation • Termination or cancellation of construction projects • Increased concentration of construction projects in backlog • Ability to realize revenue value reported in backlog • Ability to meet contractual schedule or performance requirements • Modification or termination of government contracts • Reliability of subcontractors and third-party vendors • Volatility in the supply and demand for steel and steel components • Dependability of steel component suppliers and the impact of changes in costs and tariffs • Intense competition in construction markets • Ability of customers to receive applicable regulatory and environmental approvals • Impact of failure to obtain or maintain required licenses • Impact of bonding and letter of credit capacity • Variability in liquidity over time • Exposure to professional liability, product liability, warranty and other claims • Impact of environmental compliance costs • Impact of potential litigation • Union labor disruptions that would interfere with operations • Ability to maintain safe work environment Risks related to the Life Sciences segment • Significant fluctuations in Pansend's operating results • High levels of competition in the life sciences space, competition in general and competitive developments in the market • Reliance on third parties for sales, marketing, manufacturing and/or distribution, including delivery service providers • Risks associated with potential disruptions in our operations • Lack of significant current and historical operating revenue and risks associated with the implementation of our growth strategy • Customer demand, patient satisfaction with procedures, and the impact of general economic conditions • Impact of a failure to obtain or maintain necessary FDA (or foreign equivalent) clearances and approvals • Risks associated with the misuse by customers, physicians and technicians of Pansend's products • Inventory management, Pansend's limited manufacturing experience, and our ability to scale, suspend or reduce production based on variations in product demand. • Competition for skilled technical professional personnel • Obsolescence of Pansend's products • Ability of Pansend to effectively protect its intellectual property and the impact of a failure to do so • Impact of third party intellectual property infringement claims Risks related to the Spectrum segment • Effectiveness of our operations in a highly competitive market • Impact of FCC regulations, including with respect to broadcasting licenses, or Congressional legislation Risk Factors The following risk factors and the forward-looking statements elsewhere herein should be read carefully in connection with evaluating the business of the Company and its subsidiaries.
These risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: 19 Risks Related to Our Businesses • The ability of our subsidiaries to make distributions, our principal source of cash • Substantial doubt about our ability to continue as a going concern • Our levels of indebtedness, financing arrangements and other obligations • Restrictive covenants in our debt and preferred stock instruments, including covenants in or associated with certain of our debt instruments that requires us to dispose of material assets or operations to meet our obligations. • Ability to meet working capital and long term liquidity requirements • Dependence on key personnel and ability to attract and retain skilled personnel • Any identified material weaknesses in our internal controls • Constraints in the labor market and increases in labor costs • Foreign exchange rate volatility and inflation • Impact of competition on our business • Impact of any potential future acquisitions and ability to manage future growth and the incurrence of substantial costs in connection with acquisitions • Cyber-attacks and other privacy or data security incidents • Managing growth related to increased operational size • Ability to fully utilize net operating loss and other tax carryforwards • Risk of restated financial statements • Presentation of corporate opportunities by certain current and former directors and officers and the impact of related party transactions • Our status as a non-investment company • Impact of potential litigation • Deterioration of global economic conditions and the impact of operating globally • Impact of climate change • Compliance costs related to our acquired businesses • Ability of our development stage companies to produce revenues or income • Adverse tax impact of our acquisitions or dispositions • Lack of sole control in joint venture investments • Ability to protect our intellectual property • Potential dilution of our current stockholders • Effect of future sales of common stock by preferred stockholders • Common stock price fluctuations • Prevention of potential takeover due to Delaware law and charter documents • Activist stockholders • Adoption of artificial intelligence ("AI") and government regulation Risks Related to the Infrastructure segment • Unpredictability in timing of DBMG’s construction contracts and payments thereunder • Impact of construction contract pricing terms, including fixed-price and cost-plus pricing • New or increased import tariffs on steel or other materials and the impact of fluctuations in other costs and inflation • Termination or cancellation of construction projects • Increased concentration of construction projects in backlog • Ability to realize revenue value reported in backlog • Ability to meet contractual schedule or performance requirements • Modification or termination of government contracts • Reliability of subcontractors and third-party vendors • Volatility in the supply and demand for steel and steel components • Dependability of steel component suppliers and the impact of changes in costs and tariffs • Intense competition in construction markets • Ability of customers to receive applicable regulatory and environmental approvals • Impact of failure to obtain or maintain required licenses • Impact of bonding and letter of credit capacity • Variability in liquidity over time • Exposure to professional liability, product liability, warranty and other claims • Impact of environmental compliance costs • Impact of potential litigation • Union labor disruptions that would interfere with operations • Ability to maintain safe work environment Risks related to the Life Sciences segment • Significant fluctuations in Pansend's operating results • Indebtedness of R2 Technologies that will mature on August 1, 2026 • High levels of competition in the life sciences space, competition in general and competitive developments in the market • Reliance on third parties for sales, marketing, manufacturing and/or distribution, including delivery service providers 20 • Risks associated with potential disruptions in our operations • Lack of significant current and historical operating revenue and risks associated with the implementation of our growth strategy • Customer demand, patient satisfaction with procedures, and the impact of general economic conditions • Impact of a failure to obtain or maintain necessary FDA (or foreign equivalent) clearances and approvals • Risks associated with the misuse by customers, physicians and technicians of Pansend's products or the products of Pansend's investees • Inventory management, Pansend's limited manufacturing experience, and our ability to scale, suspend or reduce production based on variations in product demand. • Competition for skilled technical professional personnel • Obsolescence of Pansend's products • Ability of Pansend and its investees to effectively protect their intellectual property and the impact of a failure to do so • Impact of third party intellectual property infringement claims Risks related to the Spectrum segment • Effectiveness of our operations in a highly competitive market • Impact of legislation and FCC regulations, including with respect to broadcasting licenses.
A portion of DBMG’s employees are represented by labor unions, and 8.3% of DBMG’s employees are covered under collective bargaining agreements that expire in less than one year, at which time they will be renegotiated. A lengthy strike or other work stoppage at any of its facilities could have a material adverse effect on DBMG’s business.
A portion of DBMG’s employees are represented by labor unions, and 23.9% of DBMG’s employees are covered under collective bargaining agreements that expire in less than one year, at which time they will be renegotiated. A lengthy strike or other work stoppage at any of its facilities could have a material adverse effect on DBMG’s business.
We may incur significant taxes in connection with effecting acquisitions of, or investments in, holding, receiving payments from, operating or disposing of target companies and assets.
We may incur significant taxes in connection with effecting dispositions, acquisitions of, or investments in, holding, receiving payments from, or operating of target companies and assets.
There can be no assurance as to when or whether any of these companies will be able to develop significant sources of revenue or that any of their respective operations will become profitable, even if any of them is able to commercialize any products.
There can be no assurance as to when or whether any of these companies will be able to develop significant sources of revenue or that any of their respective operations will become profitable, even if any of them have or are able to commercialize any products.
Additionally, as a result of our common stock offering in November 2015 and our purchase of GrayWolf in November 2018, we triggered additional ownership changes at GrayWolf, imposing additional limitations on the use of the acquired NOL carryforward amounts.
For example, as a result of our common stock offering in November 2015 and our purchase of GrayWolf in November 2018, we triggered additional ownership changes at GrayWolf, imposing additional limitations on the use of the acquired NOL carryforward amounts.
These ventures may involve risks not present were a third party not involved, including the possibility that partners might become insolvent or fail to fund their share of required capital contributions.
These ventures may involve risks not present when a third party is not involved, including the possibility that partners might become insolvent or fail to fund their share of required capital contributions.
If DBMG is unable to collect amounts owed to it, this could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition. 35 DBMG may be exposed to additional risks as it obtains new significant awards and executes its backlog, including greater backlog concentration in fewer projects, potential cost overruns and increasing requirements for letters of credit, and inability to fully realize the revenue value reported in its backlog, a substantial portion of which is attributable to a relatively small number of large contracts or other commitments, each of which could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
DBMG may be exposed to additional risks as it obtains new significant awards and executes its backlog, including greater backlog concentration in fewer projects, potential cost overruns and increasing requirements for letters of credit, and inability to fully realize the revenue value reported in its backlog, a substantial portion of which is attributable to a relatively small number of large contracts or other commitments, each of which could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
The potential inability to refinance or extend the maturity of the aforementioned current debt, or to obtain additional financing or raise sufficient cash to pay the debt at maturity would have a material adverse effect on our financial condition and likely cause the price of the Company’s common stock to decline.
The potential inability to complete any assets sales, refinance or extend the maturity of the aforementioned current debt, or to obtain additional financing or raise sufficient cash to pay the debt at maturity would have a material adverse effect on our financial condition and likely cause the price of the Company’s common stock to decline.
For example, the recent armed conflicts in Ukraine and Israel have resulted in significant uncertainty in the commodities markets. A prolonged conflict and any sanctions or import controls targeting the Russian oil and natural gas industries could lead to sustained increases in energy prices.
For example, the recent armed conflicts in Ukraine, the Middle East and Venezuela have resulted in significant uncertainty in the commodities markets. A prolonged conflict and any sanctions or import controls targeting the Russian oil and natural gas industries could lead to sustained increases in energy prices.
As of December 31, 2024 and 2023, management concluded that our internal control over financial reporting was effective.
As of December 31, 2025 and 2024, management concluded that our internal control over financial reporting was effective.
An adverse change in any of the following could have a material adverse effect on DBMG’s results of operations or financial condition: • its ability to identify and develop relationships with qualified suppliers; • the terms and conditions upon which it purchases products from its suppliers, including applicable exchange rates, transport costs and other costs, its suppliers’ willingness to extend credit to it to finance its inventory purchases and other factors beyond its control; • financial condition of its suppliers; • political instability in the countries in which its suppliers are located; • its ability to import products; • its suppliers’ noncompliance with applicable laws, trade restrictions and tariffs, including the imposition of or increase in tariffs, export controls and other trade restrictions; • its inability to find replacement suppliers in the event of a deterioration of the relationship with current suppliers; or • its suppliers’ ability to manufacture and deliver products according to its standards of quality on a timely and efficient basis. 37 Intense competition in the markets DBMG serves could reduce DBMG’s market share and earnings.
An adverse change in any of the following could have a material adverse effect on DBMG’s results of operations or financial condition: • its ability to identify and develop relationships with qualified suppliers; • the terms and conditions upon which it purchases products from its suppliers, including applicable exchange rates, transport costs and other costs, its suppliers’ willingness to extend credit to it to finance its inventory purchases and other factors beyond its control; • financial condition of its suppliers; • political instability in the countries in which its suppliers are located; • its ability to import products; • its suppliers’ noncompliance with applicable laws, trade restrictions and tariffs, including the imposition of or increase in tariffs, export controls and other trade restrictions; • its inability to find replacement suppliers in the event of a deterioration of the relationship with current suppliers; or • its suppliers’ ability to manufacture and deliver products according to its standards of quality on a timely and efficient basis.
However, there can be no assurance that the Company will have the ability to raise additional capital when needed, be successful in any asset sales, or refinance its existing debt, on attractive terms, or at all, nor any assurances that lenders will provide additional extensions, waivers or amendments in the event of future non-compliance with the Company’s debt covenants or other possible events of default.
However, there can be no assurance that the Company will have the ability to be successful in any asset sales, additional capital raises, or the refinancing of its existing debt, on attractive terms or at all, nor any assurances that lenders will provide additional extensions, waivers or amendments in the event of future non-compliance with the Company’s debt covenants or other possible events of default.
While there have been no direct impacts to the financial statements, any of our primary locations could be vulnerable to the adverse effects of climate change, including drought, water scarcity, heat waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention.
While there have been no direct impacts to the financial statements, any of our primary locations could be vulnerable to the adverse effects of climate change, including drought, water scarcity, heat waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention, hurricanes, floods, rising sea levels.
Ongoing concerns about the systemic impact of potential long-term and widespread recession and potentially prolonged economic recovery, volatile energy costs, fluctuating commodity prices and interest rates, volatile exchange rates, geopolitical issues, including the armed conflict in Ukraine and Israel, natural disasters and pandemic illness, instability in credit markets, cost and terms of credit, consumer and business confidence and demand, a changing financial, regulatory and political environment, and substantially increased unemployment rates have all contributed to increased market volatility and diminished expectations for many established and emerging economies, including those in which we operate.
Ongoing concerns about the systemic impact of potential long-term and widespread recession and potentially prolonged economic recovery, volatile energy costs, fluctuating commodity prices and interest rates, volatile exchange rates, geopolitical issues, including conflicts in Ukraine, the Middle East and Venezuela, among others, natural disasters and pandemic illness, instability in credit markets, cost and terms of credit, consumer and business confidence and demand, a changing financial, regulatory and political environment, and substantially increased unemployment rates have all contributed to increased market volatility and diminished expectations for many established and emerging economies, including those in which we operate.
We and our subsidiaries rely on trademark, copyright, trade secret, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and if these rights are impaired, then our ability to generate revenue and our competitive position may be harmed .
We and our subsidiaries and our investees rely on trademark, copyright, trade secret, contractual restrictions and patent rights to protect our intellectual property and proprietary rights and if these rights are impaired, then our and our investees' ability to generate revenue and competitive positions may be harmed .
The secondary status of these authorizations prohibits LPTV and TV Translator stations from causing interference to the reception of existing or future full-service television stations and requires them to accept interference from existing or future full-service television stations and other primary licensees.
LPTV stations and TV Translators have "secondary spectrum priority" to full-service television stations. The secondary status of these authorizations prohibits LPTV and TV Translator stations from causing interference to the reception of existing or future full-service television stations and requires them to accept interference from existing or future full-service television stations and other primary licensees.
In addition, instability, liquidity constraints or other distress in the financial markets, including the effects of bank failures or similar adverse developments could impair the ability of one or more of the banks participating in our current credit facilities from honoring their commitments.
These factors could materially affect our future financial results. In addition, instability, liquidity constraints or other distress in the financial markets, including the effects of bank failures or similar adverse developments could impair the ability of one or more of the banks participating in our current credit facilities from honoring their commitments.
We recognized net loss attributable to INNOVATE of $34.6 million in 2024 and net loss attributable to INNOVATE of $35.2 million in 2023, and we have also incurred net losses in other prior periods. We cannot assure you that our business will generate cash flow from operations in an amount sufficient to fund our liquidity needs.
We recognized net loss attributable to INNOVATE of $60.6 million in 2025 and net loss attributable to INNOVATE of $34.6 million in 2024, and we have also incurred net losses in other prior periods. We cannot assure you that our business will generate cash flows from operations in an amount sufficient to fund our liquidity needs.
Continued uncertainty in the U.S. and international markets and economies and prolonged stagnation in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to access capital markets and obtain capital lease financing to meet liquidity needs. 29 Climate change may have an impact on our business.
Continued uncertainty in the U.S. and international markets and economies and prolonged stagnation in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to access capital markets and obtain capital lease financing to meet liquidity needs.
The principal geographic and product markets DBMG serves are highly competitive, and this intense competition is expected to continue. DBMG competes with other contractors for commercial, industrial and specialty projects on a local, regional, or national basis.
Intense competition in the markets DBMG serves could reduce DBMG’s market share and earnings. The principal geographic and product markets DBMG serves are highly competitive, and this intense competition is expected to continue. DBMG competes with other contractors for commercial, industrial and specialty projects on a local, regional, or national basis.
We also own minority interests in a number of entities, such as MediBeacon, Triple Ring Technologies, Inc. and Scaled Cell, over which we do not exercise, or have only limited, management control, and we are, therefore, unable to direct or manage the business to realize the anticipated benefits that we can achieve through full integration.
We also own minority interests in a number of entities, such as MediBeacon, Triple Ring Technologies, Inc. and Scaled Cell, over which we do not exercise, or have only limited, management control, and we are, therefore, unable to direct or manage the business to realize the anticipated benefits that we can achieve through full integration. 30 Our development stage companies may never produce revenues or income.
We may not be able to attract new personnel, including management and technical and sales personnel, necessary for future growth, or replace lost personnel. In particular, the activities of some of our operating subsidiaries require personnel with highly specialized skills. Competition for the best personnel in our businesses can be intense.
We and our subsidiaries may not be able to attract and/or retain additional skilled personnel. We may not be able to attract new personnel, including management and technical and sales personnel, necessary for future growth, or replace lost personnel. In particular, the activities of some of our operating subsidiaries require personnel with highly specialized skills.
The unexpected loss of the services of one or more of these individuals, whether due to competition, distraction caused by personal matters or otherwise, could have a detrimental effect on the financial condition or results of operations of our businesses, and could hinder the ability of such businesses to effectively compete in the various industries in which we operate. 24 We and our subsidiaries may not be able to attract and/or retain additional skilled personnel.
The unexpected loss of the services of one or more of these individuals, whether due to competition, distraction caused by personal matters or otherwise, could have a detrimental effect on the financial condition or results of operations of our businesses, and could hinder the ability of such businesses to effectively compete in the various industries in which we operate.
We may issue shares of common stock or additional shares of preferred stock to raise additional capital, such as during the Rights Offering which closed during 2024, to complete a business combination or other acquisition, to capitalize new businesses or new or existing businesses of our operating subsidiaries or pursuant to other employee incentive plans, any of which could dilute the interests of our stockholders and present other risks.
We may issue shares of common stock or additional shares of preferred stock to raise additional capital for corporate purposes, to complete a business combination or other acquisition, to capitalize new businesses or new or existing businesses of our operating subsidiaries or pursuant to other employee incentive plans, any of which could dilute the interests of our stockholders and present other risks.
As DBMG obtains new significant project awards, these projects may use larger sums of working capital than other projects, and DBMG’s backlog may become concentrated among a smaller number of customers. At December 31, 2024, DBMG's backlog was $957.2 million, consisting of $793.8 million under contracts or purchase orders and $163.4 million under letters of intent or notices to proceed.
As DBMG obtains new significant project awards, these projects may use larger sums of working capital than other projects, and DBMG’s backlog may become concentrated among a smaller number of customers. At December 31, 2025, DBMG's backlog was $1,723.9 million, consisting of $1,713.1 million under contracts or purchase orders and $10.8 million under letters of intent or notices to proceed.
Failure to comply with these legal and regulatory requirements could impact Pansend’s business, and it has had and will continue to spend substantial time and financial resources to develop and implement enhanced structures, policies, systems and processes to comply with these legal and regulatory requirements, which may also impact Pansend’s business and which could have a material adverse effect on its business, financial condition, and results of operations. 43 International regulatory approval processes may take more or less time than the FDA clearance or approval process.
Failure to comply with these legal and regulatory requirements could impact Pansend’s business, and it has had and will continue to spend substantial time and financial resources to develop and implement enhanced structures, policies, systems and processes to comply with these legal and regulatory requirements, which may also impact Pansend’s business and which could have a material adverse effect on its business, financial condition, and results of operations.
To date, Pansend has not generated significant revenue and has historically relied on financing from the sale of equity securities and issuances of additional debt to fund its operations.
Pansend may never become profitable. To date, certain Pansend investees have not generated significant revenue and Pansend has historically relied on financing from the sale of equity securities and issuances of additional debt to fund its operations.
In addition, if INNOVATE depends on distributions and loans from its subsidiaries to make payments on INNOVATE’s debt, and if such subsidiaries were unable to distribute or loan money to INNOVATE, INNOVATE could default on its debt, which would permit the holders of such debt to accelerate the maturity of the debt which may also accelerate the maturity of other debt of ours with cross-default or cross-acceleration provisions.
In addition, if INNOVATE depends on distributions and loans from its subsidiaries to make payments on INNOVATE’s debt, and if such subsidiaries were unable to distribute or loan money to INNOVATE, INNOVATE could default on its debt, which would permit the holders of such debt to accelerate the maturity of the debt which may also accelerate the maturity of other debt of ours with cross-default or cross-acceleration provisions. 21 To service our indebtedness and other obligations, we will require a significant amount of cash.
As of December 31, 2024, the Company had $48.8 million of cash and cash equivalents, excluding restricted cash. On a stand-alone basis, as of December 31, 2024, the Non-Operating Corporate segment had cash and cash equivalents, excluding restricted cash, of $13.8 million. INNOVATE’s principal source of cash and cash flow is distributions from its subsidiaries.
As of December 31, 2025, the Company had $112.1 million of cash and cash equivalents, excluding restricted cash. On a stand-alone basis, as of December 31, 2025, the Non-Operating Corporate segment had cash and cash equivalents, excluding restricted cash, of $4.2 million. INNOVATE’s principal source of cash and cash flow is distributions from its subsidiaries.
We expect that Pansend’s future financial results will depend primarily on its success in launching, selling, and supporting its therapies and treatments, including R2 Technologies' Glacial systems or other products based on Pansend’s technology.
We expect that Pansend’s future financial results will depend primarily on its success in continuing to launch, sell, and support its therapies and treatments, including R2 Technologies' Glacial systems or other products based on Pansend’s technology.
Our development stage companies may never produce revenues or income. We have made investments in and own a majority stake in a number of development stage companies, primarily in our Life Sciences segment.
We have made investments in and own a majority stake in a number of development stage companies, primarily in our Life Sciences segment.
Our insurance coverage may not be sufficient to cover the full extent of any loss or damage to our manufacturing facilities or distribution centers, and any loss, damage of or disruption to those facilities, or loss or damage of the inventory stored there, could materially and adversely affect our business, financial condition and results of operations. 41 Pansend currently has not generated significant product revenue and may never become profitable.
Our insurance coverage may not be sufficient to cover the full extent of any loss or damage to our manufacturing facilities or distribution centers, and any loss, damage of or disruption to those facilities, or loss or damage of the inventory stored there, could materially and adversely affect our business, financial condition and results of operations.
The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress.
These reviews could result in reductions in reimbursable costs and labor rates previously billed to the customer. 34 The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known, including, to the extent required, the reversal of profit recognized in prior periods and the recognition of losses expected to be incurred on contracts in progress.
In addition, Congress and the FCC may, in the future, adopt new laws, regulations and policies regarding a wide variety of matters (including, but not limited to, technological changes in spectrum assigned to particular services) that could, directly or indirectly, materially and adversely affect the operation and ownership of Broadcasting's broadcast properties.
In addition, Congress and the FCC may, in the future, adopt new laws, regulations and policies regarding a wide variety of matters (including, but not limited to, technological changes in spectrum assigned to particular services) that could, directly or indirectly, materially and adversely affect the operation and ownership of Broadcasting's broadcast properties. 46 Broadcasting Licenses are issued by, and subject to the jurisdiction of the FCC, pursuant to the Communications Act of 1934, as amended (the "Communications Act").
If we are unable to assert that our internal control over financial reporting is effective in any future period, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the trading price of our common stock and potentially subject us to additional and potentially costly litigation and governmental inquiries/investigations.
If we are unable to assert that our internal control over financial reporting is effective in any future period, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the trading price of our common stock and potentially subject us to additional and potentially costly litigation and governmental inquiries/investigations. 24 Overall tightening of the labor market increases in labor costs or any possible labor unrest may adversely affect our business and results of operations.
As of December 31, 2024, the holders of our outstanding Series A-3 Preferred Stock and Series A-4 Preferred Stock had certain rights to convert their preferred stock into 549,884 shares of our common stock.
As of December 31, 2025, the holders of our outstanding Series A-3 Preferred Stock and Series A-4 Preferred Stock had certain rights to convert their preferred stock into an aggregate 364,593 shares of our common stock.
Despite our implementation of industry-accepted security measures and technology, our information systems are vulnerable to and have been subject to cyber-attacks, computer viruses, malicious codes, unauthorized access, phishing efforts, denial-of-service attacks and other cyber-attacks and we expect to be subject to similar attacks in the future as such attacks become more sophisticated and frequent.
We treat such cybersecurity risks seriously given these threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. 26 Despite our implementation of industry-accepted security measures and technology, our information systems are vulnerable to and have been subject to cyber-attacks, computer viruses, malicious codes, unauthorized access, phishing efforts, denial-of-service attacks and other cyber-attacks and we expect to be subject to similar attacks in the future as such attacks become more sophisticated and frequent.
As a result of the enactment of the Tax Cuts and Jobs Act ("TCJA"), the deduction for NOLs arising in tax years after December 31, 2017, will be limited to 80% of taxable income, although they can be carried forward indefinitely.
As a result of the enactment of the Tax Cuts and Jobs Act ("TCJA"), the deduction for NOLs arising in tax years after December 31, 2017, will be limited to 80% of taxable income, although they can be carried forward indefinitely. NOLs that arose prior to the years beginning January 1, 2018 are still subject to the same carryforward periods.
As a result, the validity and enforceability of Pansend’s patents cannot be predicted with certainty. 45 If third parties make claims of intellectual property infringement against Pansend, or otherwise seek to establish their intellectual property rights equal or superior to Pansend’s, it may have to spend time and money in response and potentially discontinue certain of Pansend’s operations.
If third parties make claims of intellectual property infringement against Pansend, or otherwise seek to establish their intellectual property rights equal or superior to Pansend’s, it may have to spend time and money in response and potentially discontinue certain of Pansend’s operations.
There is inherent risk that ongoing or future negotiations relating to collective bargaining agreements or union representation may not be favorable to DBMG. From time to time, DBMG also has experienced attempts to unionize its non-union facilities.
There is inherent risk that ongoing or future negotiations relating to collective bargaining agreements or union representation may not be favorable to DBMG. From time to time, DBMG also has experienced attempts to unionize its non-union facilities. Such efforts can often disrupt or delay work and present risk of labor unrest.
A product liability claim or product recall may result in losses that could result in the FDA taking legal or regulatory enforcement action against Pansend and/or Pansend’s products including recall, and could have a material adverse effect upon Pansend’s business, financial condition and results of operations.
A product liability claim or product recall may result in losses that could result in the FDA taking legal or regulatory enforcement action against Pansend and/or Pansend’s products including recall, and could have a material adverse effect upon Pansend’s business, financial condition and results of operations. 43 If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCompliance and Regulatory Considerations Our cybersecurity practices are in alignment with industry standards and regulatory requirements. We conduct regular reviews to ensure compliance with evolving cybersecurity laws and regulations. There have been no legal or regulatory proceedings related to cybersecurity against the Company in the reported period.
Biggest changeWe continually assess the material effects of potential cybersecurity risks on our financial and operational performance and maintain comprehensive insurance coverage to mitigate financial losses from potential cybersecurity incidents. 48 Compliance and Regulatory Considerations Our cybersecurity practices are in alignment with industry standards and regulatory requirements. We conduct regular reviews to ensure compliance with evolving cybersecurity laws and regulations.
We devote resources to maintain and regularly update our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to obtain access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, and we have implemented certain review and approval procedures internally and with our banks; and have implemented system-wide changes. 48 Cybersecurity Strategy and Investment Our cybersecurity strategy is integral to our broader risk management policy.
We devote resources to maintain and regularly update our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to obtain access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, and we have implemented certain review and approval procedures internally and with our banks; and have implemented system-wide changes.
We invest in state-of-the-art cybersecurity technologies and infrastructure to enhance our defensive capabilities and have a dedicated system of internal controls in place to prevent, monitor and remediate cyber risks including any risks from utilization of third party service providers.
Cybersecurity Strategy and Investment Our cybersecurity strategy is integral to our broader risk management policy. We invest in state-of-the-art cybersecurity technologies and infrastructure to enhance our defensive capabilities and have a dedicated system of internal controls in place to prevent, monitor and remediate cyber risks including any risks from utilization of third party service providers.
We intend to further enhance our cybersecurity measures in response to the dynamic cyber threat landscape. This includes continuing to invest in advanced security technologies, refining our risk assessment methodologies, and continuing our commitment to staff training and development in cybersecurity awareness and best practices.
This includes continuing to invest in advanced security technologies, refining our risk assessment methodologies, and continuing our commitment to staff training and development in cybersecurity awareness and best practices.
However, we cannot provide assurances that they will not be materially affected by such risks or material incidents in the future. We continually assess the material effects of potential cybersecurity risks on our financial and operational performance and maintain comprehensive insurance coverage to mitigate financial losses from potential cybersecurity incidents.
However, we cannot provide assurances that they will not be materially affected by such risks or material incidents in the future.
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There have been no legal or regulatory proceedings related to cybersecurity against the Company in the reported period. We intend to further enhance our cybersecurity measures in response to the dynamic cyber threat landscape.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS The information regarding legal proceedings as set forth in Note 13. Commitments and Contingencies of the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS The information regarding any legal proceedings as set forth in Note 13. Commitments and Contingencies of the Consolidated Financial Statements, included in this Annual Report on Form 10-K, is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe secured indentures governing certain of our debt instruments contain covenants that, among other things, limit or restrict our ability to make certain restricted payments, including the payment of cash dividends with respect to our common stock. DBMG has a revolving line of credit and term loans which contain similar covenants applicable to DBMG. Refer to Item 7.
Biggest changeThe secured indentures governing certain of our debt instruments contain covenants that, among other things, limit or restrict our ability to make certain restricted payments, including the payment of cash dividends with respect to our common stock. DBMG has a revolving line of credit and a term loan which contain similar covenants applicable to DBMG. Refer to
This number does not include stockholders for whom shares were held in "nominee" or "street" name. Dividends INNOVATE paid no dividends on its common stock in 2024 or 2023, and our board of directors has no current intention of paying any dividends on our common stock in the near future.
This number does not include stockholders for whom shares were held in "nominee" or "street" name. Dividends INNOVATE paid no dividends on its common stock in 2025 or 2024, and our board of directors has no current intention of paying any dividends on our common stock in the near future.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock INNOVATE common stock trades on the NYSE under the ticker symbol "VATE". 49 Holders of Common Stock As of March 27, 2025, INNOVATE had approximately 43 holders of record of its common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock INNOVATE common stock trades on the NYSE under the ticker symbol "VATE". Holders of Common Stock As of March 23, 2026, INNOVATE had approximately 43 holders of record of its common stock.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 11. Debt Obligations of our Consolidated Financial Statements included in this Annual Report on Form 10-K for more detail concerning our Secured Notes and other financing arrangements. Moreover, dividends may be restricted by other arrangements entered into in the future by us.
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For details on preferred share dividends refer to Note 16. Equity and Temporary Equity included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
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Issuer Purchases of Equity Securities Equity Award Share Withholding Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan.
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During the year ended December 31, 2024, there were no shares withheld in connection with the vesting of employee equity awards.
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Unregistered Sales of Equity Securities Series C Private Placement On March 28, 2024, the Company issued and sold 25,000 shares of its Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”) for the aggregate purchase price of $25.0 million to Lancer Capital LLC (“Lancer Capital”), an investment fund led by Avram A.
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Glazer, the Chairman of the Company’s board of directors, pursuant to that Investment Agreement dated as of March 5, 2024, (the “Investment Agreement”) by and between the Company and Lancer Capital.
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The related Rights Offering and the Company’s entry into the Investment Agreement was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 6, 2024.
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On April 24, 2024, in connection with the closing of the Rights Offering, the Company sold approximately 6,286 additional shares of Series C Preferred Stock to Lancer Capital in consideration of Lancer Capital funding $6.3 million pursuant to the Investment Agreement.
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On June 18, 2024, the Company held its annual shareholder meeting where Company's shareholder's approved the conversion of the Series C Preferred Stock into common stock. As a result, approximately 31,286 Series C Preferred Stock, held by Lancer Capital were converted into 4,469,390 shares of common stock (44,693,895 shares of common stock on a pre Reverse Stock Split basis).
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These issuances and sales were consummated without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act.
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The Company is basing such reliance upon representations made by Lancer Capital, including, but not limited to, representations as to Lancer Capital’s status as an “accredited investor” (as defined in Rule 501(a) under the Securities Act) and Lancer Capital’s investment intent.
Removed
The Series C Preferred Stock was not offered or sold by any form of general solicitation or general advertising (as such terms are used in Rule 502 under the Securities Act).
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The Series C Preferred Stock and the corresponding shares of common stock issued upon conversion of the Series C Preferred Stock may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. 50 Use of Proceeds During the year ended December 31, 2024, the Company received $35.0 million in aggregate gross proceeds related to the Rights Offering and Concurrent Private Placement (inclusive of the $31.3 million from Lancer Capital discussed above) and incurred $1.8 million in dealer manager fees and other related costs.
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INNOVATE has utilized the net proceeds from the Rights Offering and Concurrent Series C Private Placement for general corporate purposes, including debt service and working capital.
Removed
In addition, as a result of the closing of the Rights Offering and Concurrent Private Placement, a mandatory prepayment was required on the CGIC Unsecured Note, and on April 26, 2024, INNOVATE redeemed $4.1 million of the CGIC Unsecured Note. ITEM 6. [RESERVED] 51

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe transaction is eliminated on consolidation. Refer to Note 16. Equity and Temporary Equity included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference, for additional information on R2 Technologies' convertible preferred stock and convertible notes.
Biggest changeMoreover, dividends may be restricted by other arrangements entered into in the future by us. For details on preferred share dividends refer to Note 16. Equity and Temporary Equity to the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated annual financial statements and the notes thereto, each of which are contained in Item 8. entitled "Financial Statements and Supplementary Data," and other financial information included herein.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated annual financial statements and the notes thereto, each of which are contained in
Removed
Some of the information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 11. Debt Obligations to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more detail concerning our Secured Notes and other financing arrangements.
Removed
You should review the "Risk Factors" section as well as the section below entitled "Special Note Regarding Forward-Looking Statements" for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Added
Issuer Purchases of Equity Securities Equity Award Share Withholding Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan.
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Unless the context otherwise requires, in this Annual Report on Form 10-K, "INNOVATE" means INNOVATE Corp. and the "Company," "we" and "our" mean INNOVATE together with its consolidated subsidiaries. "U.S. GAAP" means accounting principles accepted in the United States of America.
Added
During the year ended December 31, 2025, there were 15,122 shares withheld in connection with the vesting of employee equity awards at a weighted-average price of $7.52 per share. 49 Unregistered Sales of Equity Securities None. ITEM 6. [RESERVED] ITEM 7.
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Our Business and Our Operations We are a diversified holding company with principal operations conducted through three operating platforms or reportable segments: Infrastructure ("DBMG"), Life Sciences ("Pansend"), and Spectrum, plus our Other segment, which includes businesses that do not meet the separately reportable segment thresholds. For additional information on our business, refer to Note 1.
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Organization and Business included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference. Cyclical Patterns Our segments' operations can be highly cyclical. Our volume of business in our Infrastructure segment may be adversely affected by declines or delays in projects, which may vary by geographic region.
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Project schedules, particularly in connection with large, complex, and longer-term projects can also create fluctuations in the services provided, which may adversely affect us in any given period.
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For example, in connection with larger, more complicated projects, the timing of obtaining permits and other approvals may be delayed, and we may need to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on such projects when they move forward.
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Examples of other items that may cause our results or demand for our services to fluctuate materially from quarter to quarter include: weather or project site conditions; customer spending patterns and the financial condition of our customers and their access to capital; margins of projects performed during any particular period; rising interest rates and inflation; and regulatory, economic, political and market conditions on a regional, national or global scale.
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Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period.
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Recent Developments We continually evaluate strategic and business alternatives within our operating segments, which may include the following: operating, growing or acquiring additional assets or businesses related to current or historical operations; or winding down or selling our existing operations. In the longer-term, we may evaluate opportunities to acquire assets or businesses unrelated to our current or historical operations.
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In the event we were to enter into a strategic transaction to sell any of our existing operations, our intention is to use available proceeds from such transaction to address our capital structure.
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During 2024, including subsequent to year end, as part of our strategic process, we engaged in several transactions that had or will have an effect on the results of operations and financial condition of our business and individual segments.
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Rights Offering and Concurrent Private Placement On March 8, 2024, the Company commenced a $19.0 million rights offering ("Rights Offering") for its common stock.
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Pursuant to the Rights Offering, the Company distributed to each holder of the Company’s common stock, Series A-3 Convertible Participating Preferred Stock, Series A-4 Convertible Participating Preferred Stock and the 2026 Convertible Notes as of March 6, 2024 (the “rights offering record date”), transferable subscription rights to purchase 2.86 shares (0.2858 shares on a pre Reverse Stock Split basis) of the Company’s common stock at a price of $7.00 per whole share ($0.70 per whole share on a pre Reverse Stock Split basis). 52 Per the concurrent investment agreement entered into with Lancer Capital (the "Investment Agreement"), the Rights Offering was backstopped by Lancer Capital, an investment fund led by Avram A.
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Glazer, the Chairman of the Board and the Company’s largest stockholder.
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Due to limitations on the common stock that can be issued to Lancer Capital under the rules of the New York Stock Exchange ("NYSE"), in lieu of exercising its subscription rights, pursuant to the Investment Agreement, Lancer Capital would purchase up to $19.0 million of the Company’s newly issued Series C Non-Voting Participating Convertible Preferred Stock (the “Series C Preferred Stock”), for an issue price of $1,000 per share.
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In connection with the backstop commitment, and as a result of limitations in the amount common equity that can be raised under the Company’s effective shelf registration statement on Form S-3, Lancer Capital also agreed to purchase an additional $16.0 million of Series C Preferred Stock in a private placement transaction ("Concurrent Private Placement") which was to close concurrently with the settlement of the Rights Offering.
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Lancer Capital did not receive any compensation or other consideration for entering into or consummating the Investment Agreement.
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As the Rights Offering had not yet settled by March 28, 2024, in accordance with the Investment Agreement, Lancer Capital purchased $25.0 million of Series C Preferred Stock, referred to as the "equity advance." On April 24, 2024, the Company completed and closed on the Rights Offering and issued a total of 530,611 shares of common stock (5,306,105 shares of common stock on a pre Reverse Stock Split basis) for $3.7 million.
Removed
Based on the number of shares of common stock actually sold upon exercise of the rights to third party investors, there were no excess shares of Series C Preferred Stock purchased by Lancer Capital under the equity advance that the Company was required to redeem, and Lancer Capital purchased an additional approximately 6,286 Series C Preferred Stock for $6.3 million under the backstop commitment.
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In total, the Company received $35.0 million in aggregate gross proceeds related to the Rights Offering and Concurrent Private Placement and incurred $1.8 million in dealer manager fees and other related costs which have been capitalized into Additional paid in capital ("APIC").
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INNOVATE has been utilizing and expects to continue to use the net proceeds from the Rights Offering and Concurrent Private Placement for general corporate purposes, including debt service and working capital.
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In addition, as a result of the closing of the Rights Offering and Concurrent Private Placement, a mandatory prepayment was required on the CGIC Unsecured Note, and consequently, on April 26, 2024, INNOVATE redeemed $4.1 million of the CGIC Unsecured Note.
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Under the rules of the NYSE, because the shares purchased by Lancer Capital were greater than 20% of the Company's common stock outstanding before the issuance of the Series C Preferred Stock, those shares of Series C Preferred Stock were not allowed to be converted until stockholder approval of such issuance was obtained.
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On June 18, 2024, the Company held its annual shareholder meeting where Company's shareholder's approved the conversion of the Series C Preferred Stock into common stock.
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As a result, approximately 31,286 shares of Series C Preferred Stock, which were held by Lancer Capital, were converted into 4,469,390 shares of common stock (44,693,895 shares of common stock on a pre Reverse Stock Split basis).
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The Company waived its Tax Benefits Preservation Plan to permit persons exercising rights to acquire 4.9% or more of the outstanding common stock upon the exercise thereof without becoming an Acquiring Person (as defined in the Tax Benefits Preservation Plan).
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INNOVATE has utilized the net proceeds from the Rights Offering and Concurrent Private Placement for general corporate purposes, including debt service and for working capital.
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As a result of the closing of the Rights Offering and Concurrent Private Placement, a mandatory prepayment was required on the CGIC Unsecured Note, in the amount of the greater of $3.0 million or 12.5% of the net proceeds. On April 26, 2024, INNOVATE redeemed $4.1 million of the CGIC Unsecured Note.
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Reverse Stock Split On August 8, 2024, the Company effected a 1-for-10 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”) following stockholder approval. The Reverse Stock Split became effective at 5:00 p.m. Eastern Standard Time.
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The Reverse Stock Split was implemented for the primary purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on the NYSE.
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As a result of the Reverse Stock Split, every ten shares of the Company’s common stock issued and outstanding were automatically reclassified and changed into one new share of the Company’s common stock, with whole shares issued for fractional shares.
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Proportionate adjustments were made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans and conversion of the Company’s outstanding convertible securities. The common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable.
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The Reverse Stock Split did not change the $0.001 par value per share of the common stock or the authorized number of shares of common stock or preferred stock.
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As a result of the Reverse Stock Split, the number of outstanding common shares was reduced from 130,529,931 to 13,166,057, inclusive of an additional 113,064 incremental whole shares issued for fractional shares.
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Unless noted, all common shares and per share amounts of common stock, options and restricted stock and any associated debt or preferred stock conversion rates contained in the historical periods presented within this Management’s Discussion and Analysis of Financial Condition and Results of Operations and within the Consolidated Financial Statements have been retroactively adjusted to reflect the one-for-ten Reverse Stock Split.
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Stockholders’ Rights Agreement - Tax Benefits Preservation Plan On May 6, 2024, the Company terminated its Tax Benefits Preservation Plan entered into on April 1, 2023 (the “2023 Preservation Plan”) because the Company’s Board of Directors determined that the 2023 Preservation Plan was no longer necessary or desirable for the preservation of the Company’s ability to use its tax net operating losses and other certain tax assets.
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In connection with the termination of the 2023 Preservation Plan, the Company has taken routine actions to deregister the related preferred stock purchase rights under the Securities Exchange Act of 1934, and to delist the preferred stock purchase rights from the NYSE.
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These actions were administrative in nature and had no effect on the Company’s common stock, which will continue to be listed on the NYSE. 53 Amendment to Second and Restated 2014 Omnibus Equity Award Plan and Interim CEO Equity Awards On September 30, 2024, the Board adopted, subject to stockholder approval, an amendment to the Company's Second Amended and Restated 2014 Omnibus Equity Award Plan ("Second A&R 2014 Plan") to increase the number of shares of the Company's common stock, par value $0.001 per share, available for issuance thereunder to 1,300,000 (the “Plan Amendment”).
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The Plan Amendment was approved by holders of a majority in voting power on October 4, 2024, by written consent in lieu of a special meeting, and was effective as of October 29, 2024.
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On October 29, 2024, when the Plan Amendment became effective, the following awards which were previously awarded to the Company's Interim CEO subject to stockholder approval of the Plan Amendment to increase the number of shares of common stock available thereunder to satisfy the settlement of the grant became effective: (i) 95,322 of restricted stock unit awards ("RSU's"), which were awarded on October 11, 2023; (ii) 100,000 option awards with a strike price of $25.00 (as retroactively adjusted for the Reverse Stock Split in 2024) and an expiration date of September 15, 2033, which were awarded on September 15, 2023; (iii) 142,857 of RSUs, which were awarded on August 19, 2024; and (iv) 100,000 option awards with a strike price of $4.22 and an expiration date of September 15, 2034, which were awarded on September 15, 2024.
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Debt Obligations and Financing In addition to the Rights Offering and Concurrent Private Placement at the Non-Operating Corporate segment discussed above, during 2024 and subsequent to year end, we have refinanced some of our debt and obtained new capital financing at the subsidiary level. This financing helped us provide needed capital for our operations and the operations of our subsidiaries.
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Infrastructure On June 28, 2024, DBM and UMB entered into the Third Amendment to the UMB Credit Agreement, which added an incremental separate term loan of $25.0 million to the existing credit facility, with the same interest rate as the Revolving Line with UMB and the same maturity date as the initial UMB term loan which had an outstanding balance of $74.6 million as of December 31, 2024.
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Life Sciences R2 Technologies had various short-term notes with Lancer Capital, which expired on January 31, 2024, and, effective January 31, 2024, a new 20% note with an aggregate original principal amount of $20.0 million was issued, which was comprised of all prior outstanding principal amounts and unpaid accrued interest of $2.6 million which was capitalized into the new principal balance.
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Interest on the note accrues at 20% per annum and is payable monthly in arrears, in cash or, if not paid in cash, accrued and unpaid interest is capitalized monthly into the principal balance. As of December 31, 2024, the total principal outstanding, including capitalized interest was $24.0 million.
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The maturity date of the 20% $20.0 million note, as subsequently amended, was December 31, 2024, or within five business days of the date on which R2 Technologies receives an aggregate $20.0 million from the consummation of a debt or equity financing or has a change in control, as defined in the agreement, with an optional prepayment of the entire then-outstanding and unpaid principal and accrued interest upon five-days written notice to Lancer Capital.
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The 20% $20.0 million note also includes various exit fees, as amended. As of December 31, 2024, the exit fee, as amended, was equal to 11.90% of the principal amount being repaid, and effective July 31, 2024, an additional exit fee of $1.0 million was incurred each month until the end of November 2024.
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As of December 31, 2024, total exit fees payable were $7.9 million. The exit fees are payable on the earliest of the maturity date, the date of the acceleration of the principal amount of the note for any reason or, if any portion of the note is prepaid at any time, the date of such prepayment of the note.
Removed
Subsequent to year end, with an effective date of December 31, 2024, the maturity date of the note was extended to August 1, 2025.
Removed
In addition, the exit fee continues to increase by 0.17% each month until maturity and an additional exit fee of $1.0 million was incurred under the amendment, which also continues to increase by $1.0 million each month until maturity.
Removed
A new $5.0 million default fee will be payable on August 1, 2025, in the event all obligations under the note, including principal, any accrued and unpaid interest, and exit fees, are not repaid in full prior to the August 1, 2025, maturity date. Refer to Note 11.
Removed
Debt Obligations included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference, for additional information on the note and the various amendments during the years ended December 31, 2024 and 2023. 54 On June 20, 2024, Pansend closed on a new Series D Preferred Stock ("Series D") investment in R2.
Removed
As part of the transaction, R2 Technologies converted its intercompany notes and accrued interest with Pansend, together with an additional cash investment from Pansend, into new Series D convertible participating preferred stock, for a total new additional investment of $21.3 million, which is also eliminated on consolidation and increased Pansend's ownership in R2 Technologies to 81.4% as compared to 56.8% prior to the transaction.
Removed
Pansend's ownership in R2 Technologies was 81.4% and 56.6%, as of December 31, 2024 and 2023, respectively.
Removed
Subsequent to year end, on February 20, 2025, Pansend closed on a new $3.5 million convertible 13.0% note instrument with R2 Technologies, which is convertible, together with any accrued interest at the time of conversion, into a new Series E Preferred Stock ("Series E") in R2 Technologies upon written notice to R2 Technologies and has a maturity date of the earlier of July 31, 2025, or a change in control, as defined in the agreement.
Removed
Non-Operating Corporate On May 6, 2024, we extended the maturity date of our Revolving Line of Credit with MSD from March 16, 2025, to May 16, 2025. Subsequent to year end, on March 6, 2025, the maturity date of the Revolving Line of Credit was extended to August 1, 2025, with all other terms substantially unchanged.
Removed
During the year ended December 31, 2024, we repurchased $2.9 million principal amount of our 2026 Convertible Notes at a market discount for $1.1 million, which is inclusive of accrued interest of $0.1 million, and recognized a $1.9 million gain on debt repurchase within Other income, net in the Consolidated Statement of Operations included in this Annual Report on Form 10-K, which is incorporated herein by reference.
Removed
Equity Method Investments During the year ended December 31, 2024, MediBeacon issued an aggregate $2.3 million of 12% convertible notes payable to Pansend, increasing the total outstanding principal due to Pansend to $12.0 million.
Removed
As a result of these note issuances by MediBeacon during the year ended December 31, 2024, Pansend recognized $2.3 million of equity method losses which were previously unrecognized because Pansend's carrying amount of its investment in MediBeacon had been previously reduced to zero.
Removed
As of December 31, 2024, Pansend's carrying amount of its investment in MediBeacon remains at zero, inclusive of the $12.0 million in outstanding notes which have been offset against recognized losses, and has cumulative unrecognized equity method losses relating to MediBeacon of $17.0 million. Subsequent to year end, in January 2025, MediBeacon received approval from the U.S.
Removed
Food and Drug Administration ("FDA") for its Transdermal GFR Measurement System ("TGFR"). Pursuant to the terms of MediBeacon's convertible notes, upon the FDA approval, Pansend's convertible notes and the related accrued interest together totaling $12.9 million were converted into Series 3 Preferred Stock.
Removed
In addition, pursuant to its amended commercial partnership with Huadong and, as a result of FDA approval, a $7.5 million milestone investment in its preferred stock by Huadong was in process. This will decrease Pansend's ownership in MediBeacon from approximately 45.9% prior to the transaction to approximately 44.7% subsequent to the transaction.
Removed
On a fully diluted basis, Pansend's ownership in MediBeacon will decrease from 40.1% to 39.7%. Financial Presentation Background In the below section within this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we compare, pursuant to U.S.
Removed
GAAP and SEC disclosure rules, the Company’s results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023. 55 Results of Operations The following table summarizes our results of operations (in millions): Year Ended December 31, 2024 2023 Increase / (Decrease) Revenue Infrastructure $ 1,071.6 $ 1,397.2 $ (325.6) Life Sciences 9.8 3.3 6.5 Spectrum 25.7 22.5 3.2 Total revenue $ 1,107.1 $ 1,423.0 $ (315.9) Income (loss) from operations Infrastructure $ 65.7 $ 64.4 $ 1.3 Life Sciences (14.1) (15.0) 0.9 Spectrum 1.4 (3.4) 4.8 Other — (3.1) 3.1 Non-Operating Corporate (13.0) (16.4) 3.4 Total income from operations $ 40.0 $ 26.5 $ 13.5 Interest expense (74.5) (68.2) (6.3) Loss from equity investees (2.3) (9.4) 7.1 Other income, net 3.4 16.7 (13.3) Loss from operations before income taxes $ (33.4) $ (34.4) $ 1.0 Income tax expense (6.3) (4.5) (1.8) Net loss $ (39.7) $ (38.9) $ (0.8) Net loss attributable to non-controlling interests and redeemable non-controlling interests 5.1 3.7 1.4 Net loss attributable to INNOVATE Corp. $ (34.6) $ (35.2) $ 0.6 Less: Preferred dividends 1.2 2.4 (1.2) Net loss attributable to common stockholders and participating preferred stockholders $ (35.8) $ (37.6) $ 1.8 Revenue : Revenue for the year ended December 31, 2024, decreased $315.9 million to $1,107.1 million from $1,423.0 million for the year ended December 31, 2023.
Removed
The decrease was driven by our Infrastructure segment, which was partially offset by increases at our Life Sciences and Spectrum segments.
Removed
The decrease at our Infrastructure segment was primarily driven by the timing and size of projects, including the effect of changes in estimated costs to complete those projects recognized in the ordinary course of business, at Banker Steel and DBMG's commercial structural steel fabrication and erection business, both of which had increased activity in the prior year on certain large commercial construction projects that have since been completed in the current year.
Removed
This was partially offset by an increase at the industrial maintenance and repair business as a result of an increase in project work. The increase at our Life Sciences segment was attributable to R2 Technologies, primarily driven by an increase in sales in North America and worldwide of all R2 Technologies' products, including Glacial systems and consumables.
Removed
The increase at our Spectrum segment was primarily driven by network launches and expanded coverage with existing customers. 56 Income from operations : Income from operations for the year ended December 31, 2024, increased $13.5 million to $40.0 million from $26.5 million for the year ended December 31, 2023.
Removed
The improvement was due to an increase in other operating income of $10.3 million, a decrease in selling, general and administrative ("SG&A") expenses of $7.8 million, a decrease in depreciation and amortization of $2.6 million, which were partially offset by a net decrease in gross profit of $7.2 million.
Removed
The net increase in other operating income was driven by our Infrastructure segment, primarily as a result of a gain on a lease modification and net gains on disposals of fixed assets.
Removed
The overall decrease in SG&A was primarily driven by unrepeated severance and reductions in compensation-related expenses at both our Non-Operating Corporate and Spectrum segments, unrepeated transaction expenses at our Other segment related to the sale of New Saxon's 19.0% investment in HMN International Co., Ltd., formerly known as Huawei Marine Networks Co.
Removed
(“HMN”) in the prior year, as well as by our Infrastructure segment as a result of an unrepeated accounts receivable write-off in 2023, a decrease in expenses related to a foreign office closure in the prior year, and a decrease in legal fees and facility-related expenses.
Removed
The decrease in SG&A was partially offset by an increase in compensation-related expenses and expenses related to a domestic plant closure and other initiatives announced and executed during the current year to evaluate and realign internal operations and back-office functions at our Infrastructure segment and by R2 Technologies as a result of increases in share-based compensation expense, selling costs, and sales commissions due to an increase in system sales.
Removed
The overall decrease in depreciation and amortization was primarily driven by our Infrastructure segment, as certain customer contract intangibles became fully amortized in the second quarter of 2023.
Removed
The decrease in gross profit was primarily driven by our Infrastructure segment due to timing and size of projects that have since been completed in the current year, including the effect of changes in estimated costs to complete those projects recognized in the ordinary course of business.

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