UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2024~~2025

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

For the transition period from __________ to __________

Commission file number: 001-38298

ZOMEDICA CORP.

(Exact name of registrant as specified in its charter)


Alberta, Canada		N/A
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)


1101 Technology Drive, Suite 100, Ann Arbor, MI		48108
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (734) 369-2555

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	ZOMDF	OTCQB

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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

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

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, ~~2024~~2025, the aggregate market value of the registrant’s common shares held by non-affiliates of the registrant was approximately $~~140~~38.63 million based on the last reported sale price of the common shares on the ~~NYSE~~OTCQB ~~American~~ on June 2830, ~~2024~~2025.

The number of the registrant’s common shares outstanding as of March 1316, ~~2025~~2026, was 979,949,668.

Documents incorporated by reference

Portions of the registrant’s proxy statement for the ~~2025~~2026 annual meeting of shareholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, ~~2024~~2025 are incorporated by reference in Part III of this Form 10-K.

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TABLE OF CONTENTS

-
PART I		4
Item 1.	Business	4
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	25
Item 1C.	Cybersecurity	25
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
PART II		27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	[Reserved]	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 8.	Financial Statements and Supplementary Data	37
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	37
Item 9A.	Controls and Procedures	37
Item 9B.	Other Information	38
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	38
PART III		38
Item 10.	Directors, Executive Officers and Corporate Governance	38
Item 11.	Executive Compensation	38
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accounting Fees and Services	38
PART IV		39
Item 15.	Exhibits, Financial Statement Schedules	39
Item 16.	Form 10-K Summary	33F-32

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K contains forward-looking statements or forward-looking information (collectively, “forward-looking statements”) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as the safe harbor provisions of applicable Canadian securities legislation, that are based on management’s current beliefs and assumptions and involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

Forward-looking statements can also be identified by words such as “future”, “anticipates”, “believes”, “projects”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “should”, “would”, “could”, “can”, “may”, or similar terms. Forward-looking statements are not guarantees of future performance and Zomedica’s actual results may differ significantly from the results discussed in the forward-looking statements. Zomedica cautions that these statements are subject to numerous important risks, uncertainties, assumptions, and other factors, some of which are beyond Zomedica’s control. These risks could cause Zomedica’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to adverse macroeconomic conditions; geopolitical tensions; laws and policies resulting from change in federal government administration; changes in consumer confidence and spending in response to economic volatility; our ability to develop and commercialize our products; our ability to integrate our acquisitions successfully into our business; supply chain disruptions that increase our costs and impair our ability to manufacture our products; our ability to attract and keep senior management and key scientific personnel; our ability to obtain and maintain intellectual property protection; the accuracy of our estimates regarding expenses, future revenues, and capital requirements; and those risks discussed in Part 1, Item 1A of this Form 10-K under the heading “Risk Factors”, which are incorporated herein by reference.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. We undertake no duty to update any of these forward-looking statements after the date of this Form 10-K to conform our prior statements to actual results or revised expectations, except as required by applicable law.

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PART I

Item 1. Business

BUSINESS

The Company

Zomedica Corp. ("“Zomedica"” or the “Company”) was incorporated on January 7, 2013 under the Business Corporations Act (Alberta) as Wise Oakwood Ventures Inc. (“WOW”) and was classified as a capital pool company, as defined in Policy 2.4 of the TSX Venture Exchange. ZoMedica Pharmaceuticals Inc. (“ZoMedica”) was incorporated on May 14, 2015, under the Canada Business Corporations Act.

On April 21, 2016, the Company closed its qualifying transaction (“Transaction”), consisting of the acquisition of ZoMedica pursuant to a three-cornered amalgamation, whereby ZoMedica was amalgamated with 9674128 Canada Inc. (which was wholly-owned by WOW) and common shares and options of the Company were issued to former holders of ZoMedica securities as consideration. The amalgamated company changed its name to Zomedica Pharmaceuticals Ltd. and WOW subsequently changed its name to Zomedica Pharmaceuticals Corp. Prior to completion of the Transaction, WOW consolidated its common shares on the basis of one post-consolidation common share for every 2.5 pre-consolidation common shares. The Transaction constituted WOW’s qualifying transaction under TSX Venture Exchange Policy 2.4 – Capital Pool Companies. The shares of Zomedica Pharmaceuticals Corp. began trading on the TSX Venture Exchange under the new symbol “ZOM” on Monday, May 2, 2016. On June 21, 2016, the Company filed Articles of Amalgamation and vertically amalgamated with its wholly owned subsidiary, Zomedica Pharmaceuticals Ltd.

On November 10, 2017, the Company’s shares were approved for listing on the NYSE American under the symbol “ZOM”. On February 10, 2020, the Company effected the voluntary withdrawal of its common shares from listing on the TSX-V. On October 2, 2020, Zomedica Pharmaceuticals Corp. changed its name to Zomedica Corp. and on January 19, 2021, the name of the U.S. subsidiary was changed to Zomedica Inc.

On October 1, 2021, Zomedica Inc. acquired all of the issued and outstanding shares of Branford PVT Acquiror, Inc. from Branford PVT Mid-Hold, LLC. Branford PVT Acquiror, Inc. held all the shares of PVT Holdings, Inc., which in turn, held all the membership interests of Pulse Veterinary Technologies, LLC. Pulse Veterinary Technologies, LLC, held all the equity interests of HMT High Medical Technologies (Japan) Co. Ltd. and PVT NeoPulse Acquisition GmbH, which held all the equity of NeoPulse GmbH. Effective July 1, 2022, Branford PVT Acquiror, Inc., PVT Holdings, Inc., and Pulse Veterinary Technologies, LLC, were merged into Zomedica Inc. HMT High Medical Technologies (Japan) Co. Ltd. and PVT NeoPulse Acquisition GmbH are now wholly owned subsidiaries of Zomedica Inc.

On September 4, 2023, Zomedica Inc. acquired all of the issued and outstanding shares of Structured Monitoring Products, Inc. (“SMP”), a Florida corporation, and on October 4, 2023, Zomedica Inc. acquired all of the outstanding membership interests of Qorvo Biotechnologies, LLC (“QBT”), a Delaware limited liability company. QBT was renamed Zomedica Biotechnologies, LLC on November 13, 2023.

On March 4, 2025, the Company was notified by NYSE American that, as a result of its previously disclosed noncompliance with Section 1003(f)(v) of the NYSE American Company Guide, whereby its common shares had been trading for a substantial period at a low price per share, NYSE American suspended trading in Company’s common shares. NYSE American further indicated that it would apply to the Securities and Exchange Commission (“SEC”) to delist the common shares upon completion of all applicable procedures. As a result, the Company’s common shares were delisted from NYSE American effective at the close of trading on March 4, 2025.

The Company had applied to have its common shares quoted on the OTC Markets’ OTCQB^® market tier, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter. The Company received approval, and trading of its common shares commenced on the OTCQB Market at the open of business on March 5, 2025, under the trading symbol “ZOMDF”.

Zomedica has one corporate subsidiary, Zomedica, Inc., a Delaware corporation, which has the following four wholly owned subsidiaries:

●

Structured Monitoring Products, Inc.

●

Zomedica Biotechnologies, LLC

●

HMT High Medical Technologies (Japan), and

●

PVT NeoPulse Acquisition GmbH

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PVT NeoPulse Acquisition GmbH has one wholly owned subsidiary, NeoPulse GmbH. The results and operations of Zomedica, Zomedica Inc. and all its subsidiaries are included in its consolidated financial statements.

Unless the text clearly suggests otherwise, references to “us”, “we”, “our”, “Zomedica” or “the Company” include Zomedica Corp. and its wholly owned subsidiaries.

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Overview

We are an animal health company creating and marketing products for companion animals, including dogs, cats and horses, by focusing on the unmet needs of clinical veterinarians. Our mission is to enrich the lives of the animals we love and the veterinarians that care for them by providing products and technologies that improve patient care and enhance the economic health of veterinary practices. While prioritizing animal health, we also strategically leverage our existing manufacturing and engineering capabilities to provide development services beyond animal health. Our product portfolio includes innovative diagnostics and therapeutic medical devices that emphasize patient health and enhancing practice economics.

Our focus is on our veterinarian customer and the pets that they treat. Our goal is to deliver innovative diagnostic and therapeutic technologies to veterinarians that improve the quality of care for the pet and the satisfaction of the pet parent, as well as the workflow, cashflow and profitability of the veterinarian’s practice.

We have grown primarily through acquisitions of companies and products designed to build revenue streams, infrastructure, manufacturing, research, development, and commercial capabilities. Through these acquisitions and our internal efforts, we have:

expanded our product portfolio to include new product platforms and new product offerings in existing product platforms;

acquired a significant patent portfolio;

acquired and expanded robust marketing and social media programs;

developed the commercial team to include field sales, inside sales, and professional services veterinarians;

acquired and expanded relationships with domestic animal health distributors and online retailers;

acquired and expanded a robust set of international subsidiary and distribution channels;

expanded manufacturing and distribution capability and capacity at our Global Manufacturing & Distribution Center, South, in Roswell, Georgia;

- acquired ana ~~R&D~~research and development, manufacturing and distribution center, North, in Plymouth, Minnesota to expand availability of assays and to lower our cost of goods sold for our TRUFORMA® line of diagnostic instruments;

- ~~launched~~achieved aISO ~~total~~13485 ofcertification ~~15 assays~~ for our ~~TRUFORMA~~manufacturing ~~product~~and ~~platform,~~distribution ~~including~~operations ~~the~~in ~~first~~Roswell, ~~assays~~Georgia ~~for~~and ~~equine~~Plymouth, ~~diagnostics;~~Minnesota

- launched ~~the~~a ~~VETGuardian®~~total ~~zero-touch~~of ~~vital~~18 ~~signs~~assays ~~remote~~for ~~monitoring~~our ~~system~~TRUFORMA product platform, including the first assays for equine diagnostics;

launched the VETGuardian PLUS^TM Zero Touch^TM vital signs remote monitoring system;

launched the TRUVIEW^® digital microscopy platform;

launched VETIGEL^®, a fast-acting hemostatic gel licensed from Cresilon, Inc., designed to stop bleeding in seconds without applied pressure; and

- grown revenue from $0 in 2020 to $4.1 million in 2021, $18.9 million in 2022, $25.2 million in 2023, ~~and~~ $27.3 million in 2024, and $32.0 million in 2025.

Our intent is to leverage this infrastructure and commercial capability to continue to grow our existing products, launch new products complementary to our existing products, ~~and~~ acquire new products to market to veterinarians and pet parents through their preferred method of purchasing, and capitalize on opportunities to leverage our internal capabilities to provide development services to provide a straightforward pathway to profitability for the Company as expeditiously as possible.

We are currently commercializing six product lines, consisting of diagnostic and therapeutic devices, that meet our objectives of improving the quality of care for the pet and the satisfaction of the pet parent, as well as the workflow, cashflow and profitability of the veterinarian’s practice.

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Diagnostic Products:

- Our TRUFORMA Bulk Acoustic Wave (BAW) point of care diagnostic platform is marketed with full diagnostic panels that include the only assays of these types available at the point of care to test for feline optimized TSH, canine ~~and equine~~ endogenous ACTH, canine Free T4, and the Company’s first multiplex cartridge which combines assays for canine and feline cobalamin and folate; along with assays for equine endogenous ACTH, canine NT-proBNP, canine progesterone, equine insulin, equine cortisol, canine TSH, canine cortisol, canine pancreatic lipase, ~~and~~ canine and feline total T4, and equine progesterone. In 2024, we launched assays for equine cortisol, equine insulin, canine NT-proBNP, and canine progesterone. In 2025, we launched assays for equine enhanced endogenous ACTH, enhanced equine insulin, equine progesterone, and feline cobalamin and folate. We are continuing to invest in the development of additional assays which we believe will increase the utility of the TRUFORMA platform for our customers over time.

- The TRUVIEW digital ~~cystoscopy~~cytology platform, launched in mid-year 2023, offers best in class image quality and remains the only system available that offers automated slide preparation within the instrument. Unlike other microscopes in the field, the TRUVIEW platform not only smears and stains blood, but also stains all other cell harvests, eliminating human error in the slide preparation process. The TRUVIEW system saves veterinarian staff time, while improving the quality of the prepared slide. In addition to providing images for veterinarian review at the point of care, the system also offers remotely performed interpretation within two hours of request by the Company’s staff of board-certified pathologists.

- The VETGuardian® ~~zero-touch~~Zero Touch vital signs remote monitoring system, launched in January 2023 in collaboration with SMP, enables contact-free, continuous monitoring of pets' vital signs, including temperature, pulse, and respiration ("TPR”) without harnesses or wired leads on the pet, allowing pet patients to rest comfortably during recovery at veterinary facilities. Veterinarians receive real-time notifications should the vital signs fall outside their customizable range, and they can remotely observe patient data from anywhere via a smart device. In December 2025, we launched VETGuardian PLUS, the next generation of our Zero Touch vital signs remote monitoring system, which improves ease of use, workflow efficiency and access to patient data.

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harnesses or wired leads on the pet, allowing pet patients to rest comfortably during recovery at veterinary facilities. Veterinarians receive real-time notifications should the vital signs fall outside their customizable range, and they can remotely observe patient data from anywhere via a smart device.

Therapeutic Device Products:

- Our PulseVet® electrohydraulic shockwave therapy platform, acquired in October of 2021, utilizes sound waves to treat a variety of musculoskeletal conditions in horses and small animals, including tendon and ligament injuries, difficult to heal wounds and bones, osteoarthritis, and more. Historically, this treatment has been used primarily to treat horses, but since the introduction of the X-trode® handpiece enabling it to be used with small animals without the need for sedation, it is now being marketed to small animal veterinarians. Preliminary research for utilizing shock wave therapy for pulmonary indications such as exercise induced pulmonary hemorrhage (EIPH) and asthma in horses has shown promising results and will continue to be evaluated.

- Our Assisi Loop® line of products, acquired in July of 2022, including the Assisi Loop®, Assisi Loop Lounge®, Assisi EquiLoop™, and DentaLoop® devices, treat pain and inflammation through the delivery of targeted pulsed electromagnetic field focused energy (tPEMF™). Our Assisi Calmer Canine® devices utilize tPEMF™ to treat separation anxiety in dogs. These products are marketed through traditional animal health distributors, online animal product retailers, animal health retail outlets and online directly from the Company.

VETIGEL^®hemostatic gel, launched in January 2025 under license from Cresilon, Inc., is a fast-working hemostatic gel that can stop bleeding in seconds without the need for applied pressure. VETIGEL^® can be used on a variety of procedures.

Market for Companion Animal Diagnostics and Therapeutic Devices

Currently, approximately 70% of U.S. households own pets, with 74% of those pets being dogs and/or cats. The level of pet ownership increased markedly during the pandemic with 23 million new pets being adopted. Younger consumers continue to drive two trends which create resiliency in animal health – the humanization of pets as well as the premiumization of their care, with the average cost of owning a pet now estimated at $1,500 per year. According to a survey conducted by Cowen in June of 2022 on the post COVID 19 impact on consumer behavior, only 8% of respondents who indicated they will cut spending in the face of economic uncertainty cited pet care expenses as an area they would cut. This response ranked lower than all other categories other than baby products and “other”.

The Petcare industry reached $123.6 billion in 2021, of which vet care and products make up 24.1%. It is expected to maintain strong growth, more than doubling to $275 billion by 2030. Outside the US, developed markets in Europe, Asia, Australia/New Zealand, and South America are seeing similar trends among middle- and upper-income households.

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The global equine healthcare market grew by 8.3% in 2022 to $1.3 billion. It is expected to continue strong growth through 2026 at a compound annual growth rate of 5.6% to $1.6 billion. The introduction of new diagnostics, which leads to better therapeutic outcomes, is a key driver of growth in this market.

Key drivers for the growth in the equine market include increased ownership of horses, an increase in number of horses routinely seeing a vet, improved animal health awareness, and new medications driving improved outcomes. Additionally, among the professional competitive set, a keen focus on the return on investment (ROI) of racehorses has driven more competition and an increased utilization of veterinary services.

We believe that these factors, along with humanization of pets, longer pet lifespans, and the emotional benefits of pets and support animals, have and will continue to contribute to an increase in spending on pet healthcare.

The development of companion animal diagnostics and therapeutic devices continues to evolve, and we believe the focus will be on the following:

●

enhanced capability to detect the frequency of occurrence and severity of diseases and conditions that impact companion animals;

●

increased accuracy and faster means to obtain test results;

●

wider availability of new diagnostic tools;

●

development and deployment of Artificial Intelligence (AI) tools to assist in diagnoses;

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●

development and availability of new treatment options; and

●

enhanced economic benefits for veterinarians.

Compared to human diagnostic and medical devices, the development of companion animal diagnostics and medical devices is generally faster and less expensive as it typically does not require formal clinical studies or prior approval of regulatory agencies. We believe that the lower cost of developing companion animal diagnostics and therapeutic devices enables us to develop and commercialize products more quickly and less expensively than those intended for human use.

Product Portfolio

Diagnostic Products:

TRUFORMA^® Platform

Our TRUFORMA® platform utilizes patented Bulk Acoustic Wave (BAW) technology to provide a non-optical and fluorescence-free system for the detection of disease at the point of care. We believe that the BAW technology enables us to develop unique assays that allow for precise and repeatable testing of companion animals at the point-of-care with results provided within 25 minutes.

Our strategic focus with this platform is to build an extensive installed base of customers utilizing the TRUFORMA instrument with our existing assays and develop and launch new assays. New assays will serve to both increase usage in the installed base and attract new additions to the installed base from veterinarians seeking the new assays. For example, we acquired the first equine veterinarian customers for TRUFORMA once we launched the equine ACTH assay screen for equine Cushing’s disease.

We are currently marketing our diagnostic instrument and related assays for:

TSH - canine and feline, the only feline optimized TSH assay available

Total T4 - canine and feline

Free T4 - canine, the only Free T4 assay available at the point of care

- eACTH – canine and equine, the only canine endogenous ACTH available at the point of care

Cortisol (Quantitative) – canine and equine, quantitative cortisol assay available at the point of care

cPL (Quantitative) – canine pancreatic lipase for the diagnosis and monitoring of canine pancreatic dysfunction

- Cobalamin and folate (multiplex) – canine and feline assays for detection of non-infectious GI Disease

Insulin – equine, quantitative insulin available at the point of care

NT-proBNP – canine, quantitative NT-proBNP available at the point of care

- Progesterone – canine and equine, quantitative progesterone available at the point of care

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Through the acquisition of QBT on October 4, 2023, Zomedica acquired all rights to the TRUFORMA product line for both human and animal applications. As part of this transaction, we acquired research and development, manufacturing and distribution facilities and manufacturing equipment, employees, know-how, and inventory of both finished goods and component parts. Following this acquisition, we have full control of development and manufacturing for the TRUFORMA platform. We intend to build a robust development pipeline of assays over the next several years to expand the TRUFORMA menu of diagnostic offerings for small animal and equine veterinarians in the years ahead. Our goal is to build a steady stream of new assays that will establish a consistent cadence of launches to build the menu of assays for the TRUFORMA instrument.

Through the acquisition of QBT on October 4, 2023, Zomedica acquired all rights to the TRUFORMA product line for both human and animal applications. As part of this transaction, we acquired R&D, manufacturing and distribution facilities and manufacturing equipment, employees, know-how, and inventory of both finished goods and component parts. Following this acquisition, we have full control of development and manufacturing for the TRUFORMA platform. We intend to build a robust development pipeline of assays over the next several years to expand the TRUFORMA menu of diagnostic offerings for small animal and equine veterinarians in the years ahead. Our goal is to build a steady stream of new assays that will establish a consistent cadence of launches to build the menu of assays for the TRUFORMA instrument.

TRUVIEW^® Digital Microscopy Platform

As part of our acquisition of the assets of Revo Squared LLC in June of 2022, we acquired rights to the MicroView® digital microscopy platform in development which we developed further and rebranded as the TRUVIEW system. This technology features a cutting-edge liquid lens imaging platform to provide best in class microscopic images, while incorporating proprietary automated slide preparation technology, which we believe will both reduce staff time needed to prepare slides and also significantly reduce the number of slides that fail to provide a diagnostic image due to suboptimal manual slide preparation.

Our proprietary TRUVIEW platform, which launched in the first half of 2023, is intended to assist with a clinic’s critical slide prep needs in several ways, including:

freeing up the veterinary technician, who traditionally would have invested 5-10 minutes or more in preparing a slide to capture digital images for pathologic interpretation;

providing consistent automated preparation to help reduce errors that make an accurate diagnosis difficult; and

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- improving workflow and allowing more economic control by providing flexibility to the veterinarian in either using the TRUVIEW system and/or their myZomedica® web portal to interpret the slides themselves, or if they choose, sending the images out digitally to be read by one of the Company’s board-certified pathologists. Starting in January 2026, the TRUVIEW system is equipped with advanced artificial intelligence (AI) capabilities, which enables automated interpretation of hematology blood films. This provides enhanced flexibility and reduced costs to practices versus competitive systems, which often require all slides to be sent out to be interpreted or read by a pathologist, at significantly higher cost than if the veterinarian did their own interpretation.

The TRUVIEW platform provides the veterinarians with the flexibility to read the images themselves if they are confident in the clinical diagnosis, or to submit them to our network of board-certified pathologists for evaluation for an additional fee. Our clinical pathologists typically provide a diagnosis within two hours for slides submitted during business hours.

VETGuardian® Zero- Touch ~~Vital~~VitalTM Signs Remote Monitoring Platform

As part of a distribution agreement entered in January of 2023, we acquired non-exclusive rights to distribute and commercialize the VETGuardian ~~zero-touch~~Zero Touch vital signs remote monitoring system. Having acquired SMP, the makers of the VETGuardian system, in September 2023, we now own all the rights to this system. This system enables contact-free, continuous monitoring of pets' vital signs, including temperature, pulse, and respiration ("TPR"). With its patented doppler technology, the VETGuardian monitor can capture vital signs in real time without harnesses or wired leads on the pet, thus allowing pet patients to rest comfortably during recovery at veterinary facilities. The system is easily set up by clinic staff and connected to the internet using a smartphone app, after which monitoring multiple VETGuardian monitors on a single screen is enabled by connecting to the VETGuardian app through the myZomedica web portal. Veterinarians receive real-time notifications should the vital signs fall outside their customizable range, and they can remotely observe patient data from anywhere via a smart device. In December 2025, we launched VETGuardian PLUSTM pet monitoring system, the next generation of our Zero Touch vital signs remote monitoring system, which improves ease of use, workflow efficiency and access to patient data.

Therapeutic Device Products:

PulseVet^® Electrohydraulic Shock Wave Platform

Our PulseVet products utilize electrohydraulic shock wave generation technology in which a submerged high voltage spark gap is used to generate an expansive plasma bubble in front of a focusing reflector. The resultant high pressure acoustic energy wave is directed and focused into the treatment animal to induce therapeutic healing effects.

The PulseVet business reflects a ‘razor/razor-blade’ model in which the consumables are required to be refurbished after expending 50,000 pulses over approximately 50-60 procedures. Customers purchase a ProPulse® generator unit as well as one or more handheld therapy delivery devices called “Trodes.” Each Trode has a defined duty cycle of 50,000 individual pulses, which will deliver approximately 50-65 therapy sessions depending on how many pulses the veterinarian prescribes for a particular treatment session. Once a Trode has reached the end of its duty cycle, the customer returns the unit to us, where it is refurbished and resold.8

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The PulseVet business reflects a ‘razor/razor-blade’ model in which the consumables are required to be refurbished after expending 50,000 pulses over approximately 50-60 procedures. Customers purchase a ProPulse^® generator unit as well as one or more handheld therapy delivery devices called “Trodes.” Each Trode has a defined duty cycle of 50,000 individual pulses, which will deliver approximately 50-60 therapy sessions depending on how many pulses the veterinarian prescribes for a particular treatment session. Once a Trode has reached the end of its duty cycle, the customer returns the unit to us, where it is refurbished and resold.

PulseVet shock wave therapy systems can treat a broad range of musculoskeletal issues, such as bone healing, tendonitis, torn ligaments, osteoarthritic and degenerative joint disease, including back and neck pain, and difficult to heal wounds such as a lick granuloma. As we have developed the PulseVet technology, the number of indications has increased, and we intend to continue investing in the development of new indications in the future.

In August of 2021, Pulse Veterinary Technologies introduced the X-Trode,® ~~a new~~ handpiece which eliminates the need for sedating small animal patients in most cases. We have increased our focus on selling PulseVet products to small animal customers and continued to see encouraging adoption in this market. The small animal market is significantly larger than the equine market, with approximately 12.5 times the number of small animal veterinary practices in the US compared with equine focused veterinary practices. Currently PulseVet products are used actively in approximately half of equine dedicated practices in the U.S.

WeIn ~~are~~2025, ~~conducting~~we ~~several~~launched ~~clinical~~our ~~studies~~Equine ofAsthma Clinical Registry. This pioneering program leverages PulseVet® shock wave therapy to offer a non-invasive, ~~including:~~drug-free treatment alternative for horses suffering from asthma. Clinicians who participate in the clinical registry contribute treatment and outcome data that build on existing evidence showing favorable responses to shock wave therapy for the treatment of asthma. This expanded dataset will further evaluate the safety and efficacy of this therapy for a new asthma indication while also increasing clinician awareness and adoption of this emerging therapeutic option.

●We ~~CSU~~completed ~~study:~~several aclinical ~~study~~studies ~~designed to measure efficacy in delaying the onset and progression~~ of ~~osteoarthritis (“OA”) in small animals with the X-Trode. Animals are randomly divided into two groups, with and without~~ shock wave ~~treatment~~therapy, and are being monitored for pain, functionality, and disease progression for 12 months. This study began in the third quarter of 2022, and data collection is now complete, with data analysis in progress; andincluding:

● ~~Studies~~CSU study: a study designed to measure ~~safety~~efficacy in delaying the onset and ~~efficacy~~progression of osteoarthritis (“OA”) in ~~treating~~small ~~pulmonary~~animals ~~disease~~with inthe ~~horses~~X-Trode handpiece. ~~Historically,~~Animals ~~shock~~are ~~wave~~randomly ~~therapy~~divided ~~has~~into ~~not~~two ~~been~~groups, ~~applied~~with toand ~~the~~without ~~lungs.~~shock ~~However~~wave treatment, ~~recent~~and ~~studies~~are bybeing ~~independent~~monitored ~~equine~~for ~~veterinarians~~pain, ~~have~~functionality, ~~shown~~and ~~that~~disease ~~the~~progression ~~lungs~~for ~~can~~12 bemonths. ~~treated~~This ~~safely.~~study ~~Based~~began onin ~~this~~the ~~early~~third ~~research~~quarter of 2022, ~~Zomedica~~completed isdata ~~sponsoring~~collection ~~additional~~in ~~studies~~2024, toand ~~evaluate~~data ~~pulmonary~~analysis ~~indications~~was ~~more~~complete ~~fully~~in 2025. ~~The~~No ~~initial~~adverse ~~study~~events ~~examined~~were reported during the ~~effect~~course of ~~shock~~the ~~wave~~study ~~therapy~~reinforcing onthe ~~exercise~~safety ~~induced~~of ~~pulmonary~~the ~~hemorrhage~~intervention. ~~(EIPH,~~While orthe ~~“Bleeders”)~~outcomes indid ~~horses,~~not ~~and~~reach ~~has~~statistical ~~crossed~~significance, ~~into~~the atrends ~~second~~observed ~~study~~help ~~focused~~inform onfuture ~~treating~~study ~~asthma~~direction inand ~~horses~~development.

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Early results have been extremely favorable in asthmatic horses. These studies began in the fourth quarter of 2022 and will continue in 2025. The EIPH study has completed enrollment, and the asthma study is approximately 95% enrolled.

●

Studies designed to measure safety and efficacy in treating pulmonary disease in horses. Historically, shock wave therapy has not been applied to the lungs. However, recent studies by independent equine veterinarians have shown that the lungs can be treated safely. Based on this early research, Zomedica is sponsoring additional studies to evaluate pulmonary indications more fully. The initial study examined the effect of shock wave therapy on exercise induced pulmonary hemorrhage (EIPH, or “Bleeders”) in horses, and has crossed into a second study focused on treating asthma in horses. These studies began in the fourth quarter of 2022 and completed in 2025 with favorable outcomes, demonstrating improvement in 76% of horses with EIPH and 77% of horses with asthma following shock wave treatment, with no adverse events reported. These encouraging results highlight the strong potential of shock wave therapy as a safe, innovative approach for advancing equine pulmonary care and provided the foundation for the launch of our Equine Asthma Clinical Registry.

We are also participating in studies that are being conducted by independent investigators, including:

● Munich study: a randomized, double-blinded, crossover study of 24 dogs that previously had Tibial Plateau Leveling Osteotomy (“TPLO”) surgery and are currently presenting with OA. The animals will be treated with shock wave therapy and monitored for pain and functionality for 12 months. This study began in the first quarter of 2022, continued through 2024, and data collection and analysis is now complete, with ~~data~~manuscript ~~analysis~~ in ~~progress~~preparation by the investigators.

Assisi^® targeted Pulsed Electromagnetic Field Therapy (tPEMF™) line of products.

Our Assisi products, including the Assisi Loop^®, Assisi Loop Lounge^®, Assisi EquiLoop™, and DentaLoop^® devices, treat pain and inflammation through delivery of targeted pulsed electromagnetic field focused energy (tPEMF™). Our Assisi Calmer Canine^® devices utilize tPEMF™ to treat separation anxiety in small animals.

Targeted Pulsed Electromagnetic Field (tPEMF™) therapy delivers a micro-current to damaged tissue that is precisely tuned to trigger an animal’s own natural anti-inflammatory process. The electromagnetic signal, which is one-one-thousandth the strength of a cell phone, stimulates cellular repair by upregulating the body’s own production of endogenous nitric oxide (NO).

The biological effect of that induced current is the functional therapeutic component of tPEMF™ technology. Enhancing nitric oxide, the body’s own anti-inflammatory molecule, has several biotherapeutic effects depending on the target tissue and the specific characteristics of the tPEMF™ waveform used.9

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The Loop products have a finite life defined by battery capacity. Once the battery is expired, typically after 150 treatments, the customer purchases a new device to continue the therapy.

We commercialize the Assisi tPEMF™ products primarily through our network of veterinarian customers. We also offer the products for sale through numerous additional channels, including on our own website to both veterinarians and pet owners, through traditional veterinary distributors such as MWI Animal Health (Division of Cencora), Covetrus, Patterson Veterinary, and others, and through online retail channels such as Amazon and Chewy.

VETIGEL^® Hemostatic Gel

As part of the License and Supply Agreement entered into with Cresilon, Inc. in December 2024, we acquired the exclusive right to distribute VETIGEL hemostatic gel in the United States and a non-exclusive right to distribute VETIGEL hemostatic gel in the rest of the world. VETIGEL hemostatic gel is a single use, prescription product that is distributed in pre-filled syringes. VETIGEL hemostatic gel can stop bleeding in seconds via mechanical action without the need for applied pressure. Gel that comes directly into contact with blood ionically crosslinks, forming a strong mechanical barrier that maintains durable and long term hemostasis at the wound site. VETIGEL hemostatic gel allows the patient to rapidly produce their own stable endogenous bibrin patch at the wound site which can be easily removed without disturbing the fibrin patch. The product is flowable and conforms to difficult-to-reach bleeding sites to rapidly stop high pressure bleeding. We believe that rapidly stopping bleeding can lead to lower operating room costs, decrease in anesthesia time, increased efficiency and better patient outcomes.

License Agreements

TRUFORMA^®Platform

The BAW sensor supply agreement was amended with Qorvo US, Inc. (“Qorvo”) allowing Zomedica Inc. to continue purchasing Qorvo’s proprietary BAW sensors for use in the TRUFORMA instrument. It also provides for exclusivity provisions such that Qorvo will not sell BAW sensors for use in a diagnostic product in the animal health sector during the term of our supply agreement.

PulseVet^® Platform

The technology used in our PulseVet products is licensed to us pursuant to a license agreement with SANUWAVE, Inc. Under the license agreement, we have a worldwide, exclusive license under specified patents to develop and commercialize products in the veterinary field. In 2019, the license was converted to a worldwide, irrevocable and perpetual, exclusive license in exchange for a one-time payment.

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Assisi Loop^® Platform

The technology used in our Assisi Loop product line is licensed to us pursuant to an amended license agreement from 2016 with Rio Grande Neurosciences Inc., a Delaware Corporation. Under this license agreement, we have a worldwide, exclusive license under specified patents to develop and commercialize products in the veterinary field. The license agreement has been paid for in full and no future royalties or milestone payments are, or will be, owed.

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VETGuardian^® Platform

The technology used in our VETGuardian products is licensed to us pursuant to a series of exclusive license agreements with the University of Florida Research Foundation (“UFRF”). The initial license agreements were entered into in February of 2015 between UFRF and SMP. These license agreements provide us with worldwide exclusive rights to the UFRF patents covered under the agreements in all fields other than for use in the research, treatment, monitoring, and other commercial use with humans. Under the license agreements, we have a $5,000 annual license fee and a 4% royalty obligation on the sale of VETGuardian products, with a minimum annual royalty of $50,000.

VETIGEL^® Hemostatic Gel

The technology used in our VETIGEL products is licensed to us pursuant to License and Supply Agreement entered into with Cresilon, Inc. in December 2024. This license agreement provides us with exclusive rights to market and sell the VETIGEL products in the United States and non-exclusive rights to market and sell the VETIGEL products in the rest of the world. We do not have the rights to sell to U.S. Government entities and do not have the right to manufacture the VETIGEL products. ~~The proprietary gel is patented by Cresilon, Inc. in the United States with issued and pending patent applications in twenty-six other jurisdictions~~ We paid an upfront license fee of $1.5 million and may be required to pay future payments if certain sales milestones are achieved. In addition, we purchase the VETIGEL products from Cresilon, Inc. and pay a ten percent (10%) royalty on net sales (less amounts paid to Cresilon for products) made in the United States and a fifteen percent (15%) royalty on net sales (less amounts paid to Cresilon for products) made in the rest of the world.

Research and Development

WeResearch ~~engage in development work on our diagnostic~~ and therapeutic device platforms through our internal research and development (R&D) team and in conjunction with our strategic partners. We developed the TRUFORMA® platform in conjunction with QBT. Having acquired QBT in October, 2023, we have developed and launched seven new assays since the acquisition and plan to develop future assays through our now combined R&D team. Having acquired the assets of Revo Squared in July 2022, we are continuing to guide development activities for the TRUVIEW platform with our combined team. Also, having acquired SMP in September, 2023, we are continuing to guide development activities for VETGuardian products with our combined team. We also will engage contract research organizations (CROs) to support development work when needed. In connection with these activities, we have incurred and will continue to incur significant R&D expenses. Our R&D expenses were $7.2 million for the year ended December 31, 2024, and $5.7 million for the year ended December 31, 2023.Development

We engage in development work on our diagnostic and therapeutic device platforms through our internal research and development (“R&D”) team and in conjunction with our strategic partners. We developed the TRUFORMA^® platform in conjunction with QBT. Having acquired QBT in October, 2023, we have developed and launched eleven new assays since the acquisition and plan to develop future assays through our now combined R&D team. Having acquired the assets of Revo Squaredin July 2022, we are continuing to guide development activities for the TRUVIEW platform with our combined team. Also, having acquired SMP in September, 2023, we are continuing to guide development activities for VETGuardian products with our combined team. We also will engage contract research organizations (CROs) to support development work when needed. In connection with these activities, we have incurred and will continue to incur significant R&D expenses. Our R&D expenses were $7.2 million and $7.3 million for the years ended December 31, 2025 and 2024, respectively.

Sales and Marketing

We market our products in the U.S. through use of our own sales force, which, as of December 31, ~~2024~~2025, included 5448 sales representatives, including inside sales, ~~Professional~~professional ~~Services~~services ~~Veterinarians~~veterinarians, ~~Sales~~sales ~~Directors~~directors, and our ~~Senior~~senior ~~Vice~~sales ~~President~~leadership ~~of Sales~~team.

While our products are generally sold directly to veterinary professionals or through on-line orders, we also use third party distributors in the U.S. for certain products, particularly for the Assisi Loop product line, as well as our VETGuardian and in certain cases, our PulseVet® product line. We anticipate leveraging U.S. distributors for more of our products in the future. Internationally, we currently market our Assisi and PulseVet product lines through in-country distributors. We expect to expand this network and launch additional products into these channels in 2025 and beyond.

While our products are generally sold directly to veterinary professionals or through on-line orders, we also use third party distributors in the U.S. for certain products, particularly for the Assisi Loop^® product line, as well as our VETGuardian^® and in certain cases, our PulseVet^® product line. We anticipate leveraging U.S. distributors for more of our products in the future. Internationally, we currently market our Assisiand PulseVet product lines through in-country distributors. We expect to expand this network and launch additional products into these channels in 2026 and beyond.

Our TRUFORMA^® platform strategy is (i) to build an installed base of instruments, at no cost to the veterinarian in exchange for a commitment by the customer to utilize the assays, through our Customer Appreciation Program (“CAP”) to drive demand for our assays, and (ii) to bring new assays to market as rapidly as possible, both to increase revenue and to build the value proposition for the TRUFORMA instrument. Consistent with this strategy, our new assays will be a combination of biomarkers previously untestable at the point of care (POC) and/or complementary to their existing in-house diagnostics. We believe that this program will enable us to add future assays more quickly to the platform, with limited additional customer acquisition or training costs, or added service burden. The TRUFORMA system is a natural fit for the equine market, and we introduced our first equine assay in late 2023 with additional equine assays in development representing reference lab quality assays previously unavailable at the POC.

Our PulseVet platform is sold directly to equine and small animal veterinarians in the U.S. and to equine veterinarians in Japan through a wholly owned subsidiary. Outside the United States, we sell PulseVet products primarily through a network of distributors.

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PulseVet® products have been widely adopted for some time in the equine market but had limited adoption in the small animal market due to the need to sedate small animals to comfortably provide treatments. In September of 2021 the PulseVet companies launched the X-Trode® product for use in the small animal market. We believe that the X-Trode handpiece will significantly expand the market opportunity for the use of shock wave technology because small animal veterinarians no longer need to sedate an animal in order to provide a comfortable treatment. Small animal adoption was a key focus of our US field sales force in 2024 and 2025, and we saw significant interest and increased adoption versus prior years. In ~~2025~~2026, we will continue to explore additional programs to accelerate uptake of PulseVet in the small animal market.

Our Assisi Loop® product line includes the Loop Lounge® line of reusable treatment beds, the DentaLoop® for pain and inflammation of the teeth and gums, ~~and~~ the Calmer Canine® product for separation anxiety, and EquiLoopTM for pain and inflammation in horses. We commercialize these products to veterinarians and end users alike through three channels: 1) we sell these products through our own website to both veterinarians and pet owners, 2) we sell through traditional veterinary distributors such as MWI Animal Health (Division of Cencora), Covetrus, Patterson Veterinary, and others, and 3) we sell through retail channels such as Amazon and Chewy. International distribution is primarily through veterinary distributors.

Zomedica's TRUVIEW^® subscription model establishes a contractual arrangement wherein veterinary professionals gain access to advanced diagnostic technology without incurring upfront costs. Through a simple monthly subscription fee, practices can effectively manage and allocate resources for device usage. The subscription includes up to 100 studies with additional studies incurring overages. Remote pathologist image interpretations are available generally within two hours for an additional charge. As there is no transfer of ownership in the agreement, the intentional absence of a conventional warranty aligns with our practice of device ownership and periodic replacement to mitigate disruptions, ensuring continuous diagnostic functionality for the practice. This model adheres to principles of cost predictability, operational flexibility, and equitable billing, providing a legally sound framework for veterinary practices seeking reliable and uninterrupted access to diagnostic solutions.

Zomedica's VETGuardian^® growth strategy is underpinned by a distribution network, leveraging the Zomedica salesforce and strategic partnerships with industry distributors like Covetrus and Patterson Veterinary. The VETGuardian system, equipped with monitoring capabilities, cloud connectivity, and an extended warranty option, is the first product of its kind in the veterinary solutions sector. Notably within this space, the VETGuardian system stands out as a unique offering, benefiting from a current lack of direct competition and demonstrating proven market demand. Initially concentrating on US companion animal clinics, the VETGuardian system signifies an opportunity for expansion through thoughtful exploration of untapped segments in the broader animal health market, both domestically and internationally. Its potential for adoption underscores a deliberate approach to influencing the landscape of veterinary care within the industry.

Our VETIGEL^® hemostatic gel strategy focuses on driving adoption among veterinarians by highlighting its ability to stop bleeding in seconds without applied pressure, improving procedural efficiency and patient outcomes. We plan to increase market awareness through targeted educational initiatives, including clinical demonstrations, case studies, and practitioner training programs. Our direct sales force will engage with veterinarians to integrate VETIGEL into surgical and emergency care protocols, where rapid hemostasis is critical. By leveraging our existing distribution network and industry relationships, we aim to expand product reach and drive adoption in key veterinary markets. Marketing efforts will emphasize VETIGEL’s ease of use, flowable application, and clinical benefits, reinforcing its value in routine and emergency veterinary procedures. Through these initiatives, we seek to position VETIGEL as a standard-of-care solution for veterinary wound management, enhancing efficiency and improving patient outcomes.

We provide product warranties to customers in the event of defects in our products. The warranty periods vary from 3 months to 24 months depending on the product and covers the cost of temporary units while the customer's unit is being serviced or full replacements depending on the arrangement.

Manufacturing

PulseVet^® Platform

We manufacture and assemble our PulseVet system in our Global Manufacturing & Distribution Center, South, in Roswell, Georgia. Our PulseVet products are assembled by us from readily available components. We distribute our products in North America, South America, Europe, and Asia. We assemble and refurbish our Trodes in our facility in Roswell, Georgia and use a contract manufacturing company in Germany to assemble our products for sale in Japan. Although most components essential to our PulseVet business are generally available from multiple sources, we obtain printed circuit boards (“PCBs”) from two manufacturers. Palladium, a precious metal that is a key component in the production of our Trodes, is heavily mined and sourced from Russia and Ukraine. We have reduced the risk around lead time disruptions by maintaining a higher safety stock level and continuing relationships with multiple precious metal service companies to avoid sole sourcing.

Our PulseVet products are assembled by us from readily available components. We distribute our products in North America, South America, Europe, and Asia. We assemble and refurbish our Trodes in our facility in Roswell, Georgia and use a contract manufacturing company in Germany to assemble our products for sale in Japan. Although most components essential to our PulseVet business are generally available from multiple sources, we obtain printed circuit boards (“PCBs”) from two manufacturers. Palladium, a precious metal that is a key component in the production of our Trodes, is heavily mined and sourced from Russia and Ukraine. We have reduced the risk around lead time disruptions by maintaining a higher safety stock level and continuing relationships with multiple precious metal service companies to avoid sole sourcing.

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TRUFORMA^® Platform

TRUFORMA cartridges are manufactured in and distributed from our facility in Plymouth, Minnesota, which was acquired from Qorvo on October 4, 2023. TRUFORMA instruments are manufactured in and distributed from our facility in Roswell, Georgia.

Assisi^® Products

The Assisi line of products is primarily manufactured at our facility in Roswell, Georgia, with certain of the products manufactured by CMO ADM Tronics Unlimited, LLC in New Jersey. Final packaging and distribution are currently managed in our facility in Roswell, Georgia.

TRUVIEW^®Digital Microscopy

Our TRUVIEW digital microscopy system is manufactured in and distributed from our facility in Roswell, Georgia.

VETGuardian^® Products

Our VETGuardian devices are manufactured in and distributed from our facility in Roswell, Georgia.

VETIGEL^® Hemostatic Gel

VETIGEL hemostatic gel is manufactured by Cresilon, Inc., and warehoused and distributed by us from our facility in Plymouth, Minnesota.

Intellectual Property

We rely primarily upon a combination of in-licensed exclusive rights, patents, proprietary know-how, and confidentiality agreements to protect our processes, methods, and other technologies, to preserve any trade secrets, and to operate without infringing on the proprietary rights of other parties, both in the United States and in other countries.

Our Assisi Loop®, ~~PulseVet~~VETIGEL® and VETGuardian PLUS™ technologies are dependent on intellectual property developed by our strategic partners and licensed to us. We do not own the intellectual property rights that underlie these technology licenses. Our rights to use the licensed technology are subject to the negotiation of, continuation of, and/or compliance with the terms of our licenses. In certain instances, we have continuing sale rights after the termination of the applicable license agreement.

We own a highly active and growing intellectual property portfolio of patents and trademarks. Currently, Zomedica owns 7257 issued U.S. patents, and ~~144~~100 issued international patents in various countries and has 23 pending U.S. patent applications and 2624 pending foreign patent applications. This includes USrecent ~~Pat.~~patent ~~No.~~applications ~~11,813,043~~for ~~related to~~ our VETGuardian ~~product acquired as a result of the acquisition of SMP~~PLUSTM, asTRUFORMA® ~~well as numerous patents~~ and ~~pending applications related to TRUFORMA~~TRUVIEW® ~~products~~product ~~acquired as a result of the acquisition of QBT (formerly Qorvo Biotechnologies, LLC, now known as Zomedica Biotechnologies, LLC)~~lines.

Also included are 8 U.S. patents, a pending U.S. patent application, 15 foreign patents, and 3 pending foreign patent applications for the Assisi Loop and Assisi Calmer Canine® products. We also own 6 U.S. patents and 9 pending U.S. patent applications related to the TRUVIEW microscope. Other included U.S. and foreign patents and pending patent applications relate to medical treatment devices, parasite detection, urinary tract infection detection, and identification of cancer cells in blood. With respect to trademarks, Zomedica currently owns 33 registered U.S. trademarks, and 107 registered foreign trademarks, and has 18 pending U.S. trademark applications and 16 pending foreign trademark applications.

Also included are 4 U.S. patents, a pending U.S. patent application, 11 foreign patents, and a pending foreign patent application owned by Zomedica for the Assisi Loop and Assisi Calmer Canine® products. We also own an issued U.S. patent, 3 pending U.S. patent applications and 4 pending international patent applications related to the VETGuardian PLUS pet monitoring system. Other included U.S. and foreign patents and pending patent applications relate to medical treatment devices, parasite detection, urinary tract infection detection, and identification of cancer cells in blood. With respect to trademarks, Zomedica currently owns 37 registered U.S. trademarks, and 88 registered foreign trademarks, and has 14 pending U.S. trademark applications and 6 pending foreign trademark applications.

We depend upon the skills, knowledge, and experience of our management personnel, as well as that of our other employees, advisors, consultants, and contractors, none of which are patentable. To help protect our know-how, and any inventions for which patents may be difficult to obtain or enforce, we require all our employees, consultants, advisors, and other contractors to enter into customary confidentiality and assignment of inventions agreements that prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries, and inventions important to our business.

Competition

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~~Idexx Laboratories, Inc., Antech Diagnostics (a unit of Mars Inc.), Heska Corporation (a unit of Mars Inc.), Bionote USA Inc., and Zoetis Inc., and its wholly owned subsidiary, Abaxis, Inc.~~Competition

In the diagnostic market, our potential competitors include large veterinary diagnostics companies, small businesses focused on animal health, and reference laboratory services provided by academic institutions and in-clinic product providers. These competitors include Idexx Laboratories, Inc., Antech Diagnostics (a unit of Mars Inc.), Heska Corporation (a unit of Mars Inc.), Bionote USA Inc., Zoetis Inc., and its wholly owned subsidiary, Abaxis, Inc, and Parasight System Inc.

In the shock-wave market we face competition from laser devices offered by entities such as Companion Animal Health, a division of LiteCure, LLC, K-Laser, and Summus Medical Laser, LLC. Additionally, ELvation Medical GmbH and Curative Sound market Piezo Shockwave systems that compete with the PulseVet^® products. ELvation Medical GmbH is sourced from Richard Wolf in Germany.

Assisi^® products face competition from Respond Systems Incorporated, which manufactures a line of Pulsing Electro Magnetic Therapy products, primarily in a bed format, which most closely compares to the Assisi Loop Lounge^® line of products.

In-clinic ultrasound can be an extremely versatile tool for veterinarians today. It can be useful in diagnosing, or ruling out a variety of cardiac, urinary, and GI conditions. The veterinary ultrasound equipment market is a highly competitive market, with major companies such as Sound, a division of Antech, and Universal Imaging, among others providing equipment options to customers. In the services category, two smaller companies, Oncura Partners and WeeSeeYou each offer ultrasound training and interpretation services. We intend to offer our private label ultrasound system to customers and will include a limited amount of training with the purchase of each system. Once a customer exceeds the amount of included training, we would charge a fee per case. We are evaluating whether to offer more in-depth training programs for operators new to in-clinic ultrasound.

Our TRUVIEW^® platform, which launched in the first half of 2023, entered a competitive market. Several major competitors offer some type of digital microscopy system ranging from Zoetis’ Imagyst™ for fecal, urine and cytology testing, to Heska’s Element AIM™ which is optimized for fecal and urine testing, to Idexx’ Digital Cytology™ inVue Dx platform.

Many of our competitors and potential competitors have substantially more financial, technical, and human resources than we do. Many also have more experience in the development, manufacture, regulation and worldwide commercialization of animal diagnostics and medical devices. If our intellectual property protection fails to provide us with exclusive marketing rights for some of our products, we may be unable to effectively compete in the markets in which we participate.

Government Regulation

There are no requirements for U.S. Food and Drug Administration, ("FDA") pre-market approval of medical devices intended for animal use. Animal medical devices and diagnostic aids are, however, subject to the general provisions of the Federal Food, Drug, and Cosmetic Act, ("FDC Act") that relate to misbranding and adulteration. For example, an animal medical device may be considered misbranded if the labeling fails to bear adequate directions for use by the layperson or an animal device is misbranded if it is dangerous to animal or human health when used in the manner prescribed, recommended, or suggested in labeling. The FDA relies on veterinarians and other users to report unsafe animal medical devices. While pre-market approval is not required by the FDA, as we expand into international markets, some jurisdictions may require registration for certain products.

Human Capital

As of December 31, ~~2024~~2025, we had ~~152~~141 employees. Of our employees, 1312 are engaged in R&D activities, 6663 are engaged in business development, sales, and marketing activities, 5247 are in operations and manufacturing, and 2119 are engaged in corporate and administrative activities. None of our employees are represented by labor unions or covered by collective bargaining agreements.

We believe we are only as strong as our employees, and that the employees are an important part of our future success. It is therefore our goal to provide them with an environment and the resources where they can thrive and excel at their job. WeTo facilitate the attraction, retention, and promotion of a talented workforce, we offer competitive compensation, participation in equity incentive plans, competitive benefits, training and professional development opportunities, and a variety of flexible work arrangements. Our comprehensive benefits package offers flexible and convenient health and wellness options including health insurance benefits, health savings and flexible spending accounts, paid time off, 401(k) Plan matching, and family and parental leave. During 2025, the Company was recognized with the Great Benefits Award from Mployer, the industry standard for employee benefit plan rating.

Available Information

Our website address is www.zomedica.com. The information contained in, or accessible through, our website is not part of this Annual Report on Form 10-K.

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1A. Risk Factors

(All amounts are expressed in thousands unless otherwise indicated)

Risks Related to our Business and Financial Condition

We are a development stage company, have not yet become profitable, and may never become profitable.

We are generating revenues from our products, but we expect to continue to incur significant R&D costs and administrative expenses. Our net loss and comprehensive loss for the years ended December 31, ~~2024,~~2025 and December 31, ~~2023~~2024, was $4681,~~942~~786 and $3346,~~638~~942, respectively. Our accumulated deficit as of December 31, ~~2024~~2025, was $~~217~~299,~~915~~773. As of December 31, ~~2024~~2025, we had total shareholders’ equity of $~~195~~115,~~664~~397. We expect to continue to incur losses for the foreseeable future, as we continue our ~~integration efforts in relation to the Assisi® and Revo Squared asset acquisitions, the acquisitions of Structured Monitoring Products and Qorvo Biotechnologies, and our~~ product development and commercialization activities. Even if we succeed in developing and broadly commercializing our products, we expect to continue to incur losses for the foreseeable future, and we may never become profitable. If we fail to achieve or maintain profitability, then we may be unable to continue our operations at planned levels and be forced to reduce or cease operations.

We have devoted and expect to continue to devote a significant portion of our financial and managerial resources to the development and commercialization of our products and cannot be certain that they will be successfully commercialized.

The successful development and commercialization of our products will depend on several factors, including the following:

●

the successful validation, verification, and testing of new products to ensure efficient, accurate, and consistent performance;

●

our ability to provide a suite of products that customers believe address their needs and provide sufficient economic justification for acquiring them;

●

our ability to successfully market our products;

●

the availability, perceived advantages, relative cost, relative safety, and relative efficacy of our products compared to alternative and competing products;

●

the acceptance and utilization of our products by veterinarians, pet owners, and the animal health community;

●

our ability to convince the veterinary community of the clinical utility of our products and their potential advantages over existing tests and devices;

●

the willingness or ability of animal owners to pay for our products and the willingness of veterinarians to recommend our products; and

●

the willingness of veterinarians to utilize our diagnostic tests and devices.

Many of these factors are beyond our control. Accordingly, we cannot assure you that we will be successful in developing or commercializing our current or any of our future products. If we are unsuccessful or are significantly delayed in developing and commercializing our products, our business and prospects will be materially adversely affected, and you may lose all or a portion of your investment.

We face unproven markets for our existing and future products.

The animal diagnostic and medical device markets are less developed than the related human markets and as a result no assurance can be given that our existing and future products will be successful. Animal owners, veterinarians, or other veterinary health providers in general may not accept or utilize any products that we may develop or acquire. The animal care industry is characterized by rapid technological changes, frequent new product introductions and enhancements, and evolving industry standards, all of which could make our products obsolete. Our future success will depend on our ability to keep pace with the evolving needs of our customers on a timely and cost-effective basis and to pursue new market opportunities that develop because of technological and scientific advances. We must continuously enhance our product offerings to keep pace with evolving standards of care. If we do not update our product offerings to

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~~reflect~~We ~~new~~face ~~scientific~~unproven ~~knowledge~~markets orfor ~~new standards of care,~~ our ~~products~~existing ~~could become obsolete, which would have a material adverse effect on our business, financial condition,~~ and ~~results~~future ~~of operations~~products.

Our existing and future products will face significant competition and may be unable to compete effectively.

The development and commercialization of veterinary diagnostics and medical devices is highly competitive, and our success depends on our ability to compete effectively with other products in the market and identify potential partners for additional development and commercialization.

There are several competitors in the companion animal diagnostic market that have substantially greater financial and operational resources and established marketing, sales and service organizations. We expect to compete primarily with commercial clinical laboratories, hospitals’ clinical laboratories, other veterinary diagnostic equipment manufacturers and other energy-based therapeutics companies. Our principal competitors in the veterinary diagnostic market are IDEXX Laboratories, Inc., Antech Diagnostics (a unit of Mars Inc.), Abaxis, Inc. (a wholly owned subsidiary of Zoetis Inc.), Heska Corporation, Zoetis Inc. In the veterinary therapeutic device market, our principal competitors are Companion Animal Health (a division of LiteCure, LLC), Summus Medical Laser, LLC, ELvation Vet USA, and other veterinary laser manufacturers. We must develop our distribution channels and build our direct sales force to compete effectively in the veterinary market.

We are subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on our business.

We are subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on our business. Global health outbreaks, such as COVID-19 in the recent past, adversely affected our employees, disrupted our business operations and practices, as well those of our customers, partners, vendors, and suppliers. Future global health outbreaks could have similar or worse effects. Public health measures by government authorities such as travel bans, social-distancing, lockdown measures, vaccination requirements may cause us to incur additional costs, limit our operations, modify our business practices, diminish employee productivity, or disrupt our supply chain, which may have a material adverse effect on our business. To the extent a public health crisis will impact our business, financial condition and results of operations depends on factors outside of our control, including severity, duration. and the measures to contain the health outbreak.

The Company’s operations and performance depend on global and regional economic conditions and adverse economic conditions can adversely affect the Company’s business, results of operations and financial condition.

Adverse macroeconomic conditions, such as inflation, slower growth or recession, geopolitical conflict, new or increased tariffs and other barriers to trade, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations can materially adversely affect demand for the Company’s products and services. In addition, consumer confidence and spending can be adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, changes to fuel and other energy costs, labor and healthcare costs and other economic factors. In addition to an adverse impact on demand for the Company’s products, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on the Company’s suppliers, logistics providers, distributors, and other channel partners. Potential effects include financial instability; inability to obtain credit to finance operations and purchases of the Company’s products; and insolvency.

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Disruption in the global supply chain could increase our costs and delay, prevent or impair our ability to manufacture our products and satisfy customer demand, which could have a material adverse effect on our business, operating results and financial condition.

We rely on our developmental partners and third-party suppliers and manufacturers to develop and manufacture our products. Global supply chains have been significantly disrupted by the war in the Middle East, the war between Russia and Ukraine, and other factors. Imported or domestic product components could become expensive or experience supply issues due to application of renewed tariffs. In addition, shipping delays have increased, and transportation costs have risen significantly. As a result, component costs have increased, and the supply of materials has become less certain and more unpredictable. Any interruption or delay in the supply of parts and components for our products, or the inability to obtain those parts or components at acceptable prices and within a reasonable amount of time, could increase our costs and delay, prevent or impair our ability to manufacture our products and satisfy customer demand, which could have a material adverse effect on our business, operating results and financial condition.

Our dependence on suppliers could limit our ability to develop and commercialize certain products.

We rely on third-party suppliers to provide components in our products, manufacture products that we do not manufacture ourselves, and perform services that we do not provide ourselves. Because these suppliers are independent third parties with their own financial objectives, actions taken by them could have a materially negative effect on our results of operations. The risks of relying on suppliers include our inability to enter into contracts with third-party suppliers on reasonable terms, inconsistent or inadequate quality control, relocation of supplier facilities, supplier work stoppages and suppliers’ failure to comply with applicable regulations or their contractual obligations. Problems with suppliers could materially negatively impact our ability to complete development, supply the market, lead to higher costs or damage our reputation with our customers.

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objectives, actions taken by them could have a materially negative effect on our results of operations. The risks of relying on suppliers include our inability to enter into contracts with third-party suppliers on reasonable terms, inconsistent or inadequate quality control, relocation of supplier facilities, supplier work stoppages and suppliers’ failure to comply with applicable regulations or their contractual obligations. Problems with suppliers could materially negatively impact our ability to complete development, supply the market, lead to higher costs or damage our reputation with our customers.

In addition, we currently purchase some products and materials from sole or single sources. Some of the products that we purchase from these sources are proprietary and, therefore, cannot be readily or easily replaced by alternative sources. To mitigate risks associated with sole and single source suppliers, we will seek when possible to enter into long-term contracts that provide for an uninterrupted supply of products at predictable prices. However, some suppliers may decline to enter into long-term contracts, and we are required to purchase products with short term contracts or on a purchase order basis. There can be no assurance that suppliers with which we do not have contracts will continue to supply our requirements for products, or that suppliers with which we do have contracts will always fulfill their obligations under these contracts, not exercise termination rights under the agreement, or that any of our suppliers will not experience disruptions in their ability to supply our requirements for products. In cases where we purchase sole and single source products or components under purchase orders, we are more susceptible to unanticipated cost increases or changes in other terms of supply. In addition, under some contracts with suppliers we have minimum purchase obligations, and our failure to satisfy those obligations may result in loss of some or all of our rights under these contracts or require us to compensate the supplier. If we are unable to obtain adequate quantities of products in the future from sole and single source suppliers, we may be unable to supply the market, which could have a material adverse effect on our results of operations.

Our strategic relationships are important to our business. If we are unable to maintain any of these relationships, or if these relationships are not successful, our business could be adversely affected.

We have entered into strategic relationships that are important to our business, and we expect to enter into similar relationships as part of our growth strategy. These relationships may pose a number of risks, including:

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other parties may have significant discretion in determining the efforts and resources that they will apply to these relationships;

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other parties may not perform their obligations as expected;

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disagreements with other parties, including disagreements over proprietary rights or contract interpretation, might lead to additional responsibilities or might result in litigation or arbitration, any of which would be time consuming and expensive;

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other parties may not properly maintain or defend their intellectual property rights or may use proprietary information in such a way as to invite litigation that could jeopardize or invalidate the intellectual property or proprietary information or expose us to potential litigation;

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other parties may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability; and

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the number and type of our relationships could adversely affect our attractiveness to future partners or acquirers.

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Additionally, subject to its contractual obligations to us, if the other party is involved in a business combination or otherwise changes its business priorities, this party might deemphasize or terminate the relationship. If another party terminates its agreement with us, we may find it more difficult to attract new partners and our perception in the business and financial communities and our stock price could be adversely affected.

If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop any of our existing or future product candidates, conduct our in-licensing and development efforts, and commercialize any of our existing or future products.

Our success depends in part on our continued ability to attract, retain and motivate highly qualified management and scientific personnel. We are highly dependent upon our senior management, particularly Larry Heaton, our Chief Executive Officer, ~~Scott~~Michael ~~Jordan~~Zuehlke, our ~~Chief~~Senior ~~Financial~~Vice ~~Officer~~President of Finance and Corporate Controller, Tony Blair, our Chief Operating Officer, Karen DeHaan-Fullerton, our General Counsel, and several of our vice presidents. The loss of services of any of these individuals could delay or prevent the achievement of our business objectives.

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If we are not able to manage growth successfully, this could adversely affect our business, financial condition, and results of operations.

Continued growth may place a significant strain on financial, operational, and managerial resources. We must continue to implement and enhance our managerial, operational, and financial systems, expand our operations, and continue to recruit and train qualified personnel. There can be no assurance that our strategic and operational planning will allow us to adequately manage anticipated growth. In addition, the expense associated with increased manufacturing and sales/marketing may exceed our expectations. Any inability to successfully manage growth could have a material adverse effect on our business, operating results, and financial condition.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we generate and store sensitive data, including research data, intellectual property and proprietary business information owned or controlled by ourselves or our employees, partners and other parties. We manage and maintain our applications and data utilizing a combination of on-site systems and cloud-based data centers. For example, VETGuardian^® cannot work without its dedicated cloud backend and, similarly, TRUVIEW^®would be greatly inhibited without the myZomedica cloud backend. We utilize external security and infrastructure vendors to manage parts of our data centers. These applications and data encompass a wide variety of business-critical information, including R&D information, commercial information and business and financial information. We face several risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, accidental exposure, unauthorized access, inappropriate modification, and the risk of our being unable to adequately monitor and audit and modify our controls over our critical information. This risk extends to the third-party vendors and subcontractors we use to manage this sensitive data or otherwise process it on our behalf.

Further, to the extent our employees are working away from the office, additional risks may arise as a result of dependance on the networking and security put into place by the employees. The secure processing, storage, maintenance, and transmission of this critical information is vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take reasonable measures to protect sensitive data from unauthorized access, use, or disclosure, no security measures can be perfect and our information technology and infrastructure may be vulnerable to attacks by hackers, infections by viruses or other malware, breaches due to erroneous actions or inaction by our employees or contractors, malfeasance, or other malicious or inadvertent disruptions. Any such breach or interruption could compromise our networks, and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost, or stolen. Any such access, breach, or other loss of information could result in legal claims or proceedings. Unauthorized access, loss, or dissemination could also disrupt our operations and damage our reputation, any of which could adversely affect our business.

Although we currently maintain cybersecurity insurance coverage, we cannot be certain that such coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition, and results of operations.

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In certain circumstances, our reputation could be damaged.

Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish, and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding us and our activities, whether true or not. Although we believe that we operate in a manner that is respectful to all stakeholders and that we take care in protecting our image and reputation, we do not ultimately have direct control over how we are perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our projects, thereby having a material adverse impact on financial performance, financial condition, cash flows and growth prospects.

We are considered a smaller reporting company, and as such, are not required to provide the same level of information in our filings that a larger reporting company is. This reduction in the amount and depth of information could adversely affect investor insights and decision making.

We are a smaller reporting company as defined in the Exchange Act, and we will remain a smaller reporting company until the fiscal year following:

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The determination that our voting and non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter; or

Our annual revenue is more than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.

Smaller reporting companies are able to provide simplified executive compensation disclosure and have certain other reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements and not being required to provide selected financial data, supplemental financial information or risk factors.

Further, as a non-accelerated filer, we will not be required to provide an auditor attestation of management's assessment of internal control over financial reporting, which is generally required for SEC reporting companies under Sarbanes-Oxley Act Section 404(b), and, in contrast to other reporting companies, we’ll have more time to file our annual and periodic reports.

We may choose to take advantage of the available exemptions for smaller reporting companies. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our shares price may be more volatile.

Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition. In addition, climate change legislation, regulatory initiatives and litigation could result in increased operating costs or, in some instances, adversely impact demand for our products.

Climate change may affect the occurrence of certain natural events, the incidence and severity of which are inherently unpredictable, such as an increase in the frequency or severity of wind and thunderstorm events, and tornado or hailstorm events due to increased convection in the atmosphere; more frequent wildfires and subsequent landslides in certain geographies; higher incidence of deluge flooding; and the potential for an increase in severity of the hurricane events due to higher sea surface temperatures.

As a result, our business, including our customers and suppliers, may be exposed to severe weather events and natural disasters, such as tornadoes, tsunamis, tropical storms (including hurricanes), earthquakes, windstorms, hailstorms, severe thunderstorms, wildfires and other fires, which could cause operating results to vary significantly from one period to the next. These changes could negatively impact customer demand for our products and services as well as our costs and ability to produce and distribute our products and services.

We may incur losses in our business in excess of: (1) those experienced in prior years, (2) the average expected level used in pricing, or (3) current insurance coverage limits. The effects of climate change also may impact our decisions to construct new facilities or maintain existing facilities in any areas that are or become prone to physical risks, which could similarly increase our operating and material costs. We could also face indirect financial risks passed through the supply chain that could result in higher prices for our products and resources as well as the resources needed to produce them, including higher energy costs. Additionally, climate change may adversely impact the demand, price and availability of property and casualty insurance. Due to significant economic variability associated with future changing climate conditions, we are unable to predict the impact climate change will have on our business.

We may be required to make significant cash payments under our agreement with Brisby, which could impact our liquidity and require us to secure additional financing.

The Company may be required to make significant cash payments under the Brisby agreement, which could impact liquidity and financial flexibility.

Under the terms of the Development and License Agreement with Brisby Inc., the Company was originally obligated to issue warrants upon achieving certain commercial milestones. However, since the Company’s common stock is no longer listed on the NYSE American or an equivalent exchange, Brisby has the right to request cash payments in lieu of warrants. If these milestones are met, the Company may be required to pay up to $6.5 million in cash.

These payments could materially impact the Company’s liquidity, requiring the use of existing cash resources or necessitating additional financing. If the Company does not have sufficient available cash, it may need to seek external funding through equity or debt financing, which may not be available on favorable terms or at all. Failure to meet these obligations could result in penalties under the agreement or adversely affect the Company’s business operations and financial condition.

There is no assurance that the commercial milestones triggering these payments will occur, nor is there certainty regarding the timing of such obligations. However, if these payments become due, they may place a significant strain on the Company’s financial resources.

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Risks Related to Our Recently Restructured Development and Commercialization Agreement with Qorvo

We may not be able to leverage the same supplier relationships or production efficiencies that Qorvo was able to achieve, resulting in risk of increased costs, longer lead times, and a lower quality of product.

Qorvo has been able to build and leverage favorable relationships with their suppliers given their time in the industry and their significant volumes and related demand. Upon taking over the manufacturing process from Qorvo, we will need to build the same relationships with the same set of suppliers. Given our new entry into the market, this may prove difficult as some suppliers may not be willing to take on additional customers, we may not be able to get the same pricing as more established customers, and/or we may be given less priority in terms of demand. All of these could negatively impact the availability and cost of materials and impact our ability to produce and deliver products to our customers.

Failure of Qorvo to Provide BAW Sensors could lead to delays or an inability to manufacture cartridges.

Manufacturing the TRUFORMA^® cartridges is dependent on the supply of BAW Sensors from Qorvo. If Qorvo fails to deliver the sensors in accordance with forecast, modifies the sensors so that they can no longer work with the TRUFORMA products, discontinues production of the BAW sensors or otherwise terminates the BAW Sensor Supply Agreement, we could experience delays in manufacturing, or an inability to manufacture cartridges.

Risks Related to Our Acquisitions of the Structured Monitoring Products Inc. and Qorvo Biotechnologies LLC companies.

The failure to realize the anticipated growth opportunities from our acquisitions could have a material adverse effect on our results of operations and financial condition.

We may not realize the expected growth opportunities from our acquisitions even if we are able to integrate their operations successfully. We may incur unanticipated costs related to the operation of these acquisitions and we may not achieve the growth potential expected at the time of acquisition or on our expected time schedule as a result of a number of factors, including our inability to successfully cross-market their products. Accordingly, the benefits from our proposed acquisitions may be offset by costs incurred or delays in integrating the companies, which could cause our operational and growth assumptions to be inaccurate. Our failure to realize the anticipated growth opportunities from our acquisitions could have a material adverse effect on our results of operations and financial condition.

The assumption of unknown liabilities (specific to the acquisition of SMP and QBT (the “Acquired Companies”) could have a material adverse effect on our financial condition and results of operations.

Because we acquired all the equity interests of SMP and QBT, we own the Acquired Companies subject to all liabilities, including contingent and unknown liabilities. Pursuant to the transaction documents for the acquisition, there are limitations and conditions to our ability to recoup unanticipated losses from the former owner of the PulseVet^® Companies. We may also learn additional information about the PulseVet business that could adversely affect us, such as the existence of unknown liabilities, or matters that potentially affect our ability to comply with applicable laws.

Risks Related to Government Regulation

Various government regulations could limit or delay our ability to develop and commercialize our products or otherwise negatively impact our business.

Our existing and future products may be subject to post-market oversight by U.S. Department of Agriculture – Center for Veterinary Biologics (USDA-CVB) and/or U.S. Food and Drug Administration – Center for Veterinary Medicine (FDA-CVM) regulations.

The manufacture and sale of our products, as well as our R&D processes, are subject to similar and potentially more stringent laws in foreign countries.

We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products; our business practices in the U.S. and abroad, such as anti-corruption and anti-competition laws; and immigration and travel restrictions. These legal and regulatory requirements differ among jurisdictions around the world and are rapidly changing and increasingly complex. The costs associated with compliance with these legal and regulatory requirements are significant and likely to increase in the future.

Any failure to comply with applicable legal and regulatory requirements could result in fines, penalties and sanctions; product recalls; suspensions or discontinuations of, or limitations or restrictions on, our ability to design, manufacture, market, import, export or sell our products; and damage to our reputation.

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Legislative or regulatory reforms with respect to veterinary diagnostics, medical devices and test kits may make it more difficult and costly for us to obtain regulatory clearance or approval of any of our future products and to produce, market, and distribute our products after clearance or approval is obtained.

From time to time, legislation is drafted and introduced in the U.S. Congress that could significantly change the statutory provisions governing the testing, regulatory clearance or approval, manufacture, and marketing of regulated and/or licensed products. In addition, FDA-CVM and USDA-CVB regulations and guidance are often revised or reinterpreted by the FDA-CVM and USDA-CVB in ways that may significantly affect our business and our products. Similar changes in laws or regulations can occur in other countries in which we operate. Any new regulations or revisions or reinterpretations of existing regulations in the United States may impose additional costs or lengthen review times of any of our existing or future product candidates. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things, require:

●changes to manufacturing methods;

●recall, replacement or discontinuance of certain products; and

●additional record-keeping.

Each of these would likely entail substantial time and cost and could materially harm our financial results. In addition, delays in receipt of or failure to receive regulatory clearances or approvals for any future products would harm our business, financial condition, and results of operations.

Risks Related to Intellectual Property

Our ability to obtain intellectual property protection for our products is limited.

Certain of our diagnostic and therapeutic device technologies are dependent on intellectual property developed by our strategic partners and licensed to us. We do not own the intellectual property rights that underlie these technology licenses. Our rights to use the technology we license are subject to the negotiation of, continuation of, and compliance with the terms of our licenses. Further, we do not control the prosecution, maintenance, or filing of the patents and other intellectual property licensed to us, or the enforcement of these intellectual property rights against third parties. The patents and patent applications underlying our licenses were not written by us or our attorneys, and we do not have control over the drafting and prosecution of such rights. Our partners might not have given the same attention to the drafting and prosecution of patents and patent applications as we would have if we had been the owners of the intellectual property rights and had control over such drafting and prosecution. We cannot be certain that drafting and/or prosecution of the licensed patents and patent applications has been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights.

Some of our products may or may not be covered by a patent. Further if an application is filed, it is not certain that a patent will be granted or if granted whether it will be held to be valid. All of which may impact our market share and ability to prevent others (competitor third parties) from making, selling, or using our products.

We intend to rely upon a combination of patents, trade secret protection, confidentiality agreements, and license agreements to protect the intellectual property related to our existing and future products. We may not be successful in protecting our intellectual property rights, including our unpatented proprietary know-how and trade secrets, or in avoiding claims that we infringed on the intellectual property rights of others. In addition to relying on patent and trademark rights, we rely on unpatented proprietary know-how and trade secrets, and employ various methods, including confidentiality agreements with employees and consultants, customers and suppliers to protect our know-how and trade secrets. However, these methods and our patents and trademarks may not afford complete protection and there can be no assurance that others will not independently develop the know-how and trade secrets or develop better production methods than us. Further, we may not be able to deter current and former employees, contractors and other parties from breaching confidentiality agreements and misappropriating proprietary information and it is possible that third parties may copy or otherwise obtain and use our information and proprietary technology without authorization or otherwise infringe on our intellectual property rights. In the future, we may also rely on litigation to enforce our intellectual property rights and contractual rights, and, if not successful, we may not be able to protect the value of our intellectual property. Any litigation could be protracted and costly and could have a material adverse effect on our business and results of operations regardless of its outcome.

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If we are unable to obtain trademark registrations for our products, our business could be adversely affected.

We have trademark registrations for our company name and composite marks comprised of our company name and/or logo in the U.S., Canada, European Union, the United Kingdom, and Mexico. We also have an allowed application for our name in the U.S. for an expanded listing of diagnostic testing equipment. We have secured registrations for our MYZOMEDICA platform in the U.S., Canada, the European Union, and the United Kingdom.

We have also secured registrations for our in-clinic biosensor testing platform, TRUFORMA, with several product names in the U.S., Canada, the European Union, and the United Kingdom.

We own U.S., German, Swiss, and Japanese trademark registrations and/or applications for the PULSEVET product including PULSEVET, PROPULSE, VERSATRODE, VERSATRON, and X-TRODE.

Our portfolio of trademarks includes both registrations and applications for registrations of the ASSISI, ASSISI LOOP, ASSISI EQUILOOP, CALMER CANINE, and/or ASSISI DENTALOOP word marks and related logos in the U.S. and various countries worldwide.

Our imaging products trademark portfolio includes trademarks for a stylized fan shaped logo, MICROVIEW, TRUVIEW, and SONOVIEW in the U.S. Trademark applications have been filed in the U.S. for TRUPREP, TRUSOUND, TRUPATH, and SUPERVIEW.

The assets acquired from SMP include a registration for the VETGUARDIAN trademark. We have also filed for the trademarks VETGUARDIAN PLUS, TRUGUARD and TRUGUARDIAN.

We license the right to use the VETIGEL trademark from Cresilon, Inc.

So far, we have generally been able to acquire trademark registrations for our products, however, if our marks do not qualify for the protection afforded to trademark registration or they are too similar, misleading, or confusing to existing marks, we may not obtain the registrations we seek, which may require us to re-apply with necessary modifications or consider brand name changes, all of which may adversely affect our marketing strategy and require additional financial resources.

Third parties may have intellectual property rights, which may require us to obtain a license or other applicable rights to make, sell or use our products. If such rights are not granted or obtained, it could have a material adverse effect on our business, financial condition, and results of operations.

Our success depends in part on our ability to obtain, or license from third parties, patents, trademarks, trade secrets and similar proprietary rights without infringing on the proprietary rights of third parties. Although we believe our intellectual property rights are sufficient to allow us to conduct our business without incurring liability to third parties, our products may infringe on the intellectual property rights of such persons. Furthermore, no assurance can be given that we will not be subject to claims asserting the infringement of the intellectual property rights of third parties seeking damages, the payment of royalties or licensing fees and/or injunctions against the sale of our products. Any such litigation could be protracted and costly and could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Common Shares

We expect that the price of our common shares will fluctuate substantially.

The market price of our common shares has been subject to significant fluctuations, and we expect that the market price of our common shares will remain volatile. At times, the price of our common shares has changed significantly unrelated to any change in our financial condition or results of operations that would explain such a change. Numerous factors, including many over which we have no control, may have a significant impact on the market price of our common shares.

Examples of these include:

●any delays in, or suspension or failure of, any future studies;

●delays in the commercialization of our existing or future products;

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●manufacturing and supply issues related to our existing or future products;

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quarterly variations in our results of operations or those of our competitors;

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changes in our earnings estimates or recommendations by securities analysts or adverse publicity about us or our product candidates;

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announcements by us or our competitors of new products, significant contracts, commercial relationships, acquisitions or capital commitments;

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announcements relating to future development or license agreements including termination of such agreements;

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adverse developments with respect to our intellectual property rights or those of our principal collaborators;

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commencement of litigation involving us or our competitors;

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any major changes in our board of directors or management;

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new legislation in the United States and abroad relating to our markets or our industry;

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announcements of regulatory approval or disapproval of any of our future products or of regulatory actions affecting us or our industry;

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product liability claims, other litigation or public concern about the safety of our existing or future products;

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market conditions in the animal health industry, or in the sectors in which we participate, in particular, including performance of our competitors;

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the impact of social media posts by third parties that may draw attention to our company and increase trading in our common shares by retail investors; and

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general economic conditions in the United States and abroad.

In addition, the stock market, in general, or the market for stocks in our industry may experience broad market fluctuations, which may adversely affect the market price or liquidity of our common shares. Any sudden decline in the market price of our common shares could trigger securities class-action lawsuits against us. If any of our shareholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the time and attention of our management would be diverted from our business and operations. We also could be subject to damages claims if we are found to be at fault in connection with a decline in our stock price.

Our Articles of Amalgamation (as amended) authorize us to issue an unlimited number of common shares and preferred shares without shareholder approval and we may issue additional equity securities or engage in other transactions that could dilute your ownership interest, which may adversely affect the market price of our common shares.

Our Articles of Amalgamation (as amended) authorize our Board of Directors, subject to the provisions of the Business Corporations Act (Alberta), or ABCA to issue an unlimited number of common shares and preferred shares without shareholder approval. Our Board of Directors may determine from time to time to raise additional capital by issuing common shares, preferred shares or other equity securities. We are not restricted from issuing additional securities, including securities that are convertible into or exchangeable for, or that represent the right to receive, common shares or preferred shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future offerings, or the prices at which such offerings may be affected. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common shares, or both. Holders of our common shares are not entitled to pre-emptive rights or other protections against dilution. New investors also may have rights, preferences and privileges that are senior to, and that adversely affect, the then current holders of our common shares. Additionally, if we raise additional capital by making offerings of debt or preference shares, upon our liquidation, holders of our debt securities and preferred shares, and lenders with respect to other borrowings, may receive distributions of our available assets before the holders of our common shares.

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We have never and do not, in the future, intend to pay dividends on our common shares, and your ability to achieve a return on your investment will depend on appreciation in the market price of our common shares.

We have never paid and do not expect to pay dividends on our common shares in the future. We intend to invest our future earnings, if any, to fund our growth and not to pay any cash dividends on our common shares. Since we do not intend to pay dividends, your ability to receive a return on your investment will depend on any future appreciation in the market price of our common shares. There is no assurance that our common shares will appreciate in price.

Our Stock Appreciation Rights (SARs) liability may create volatility in our financial results, which could adversely affect investor confidence and our stock price.

Our Stock Appreciation Rights (SARs) Plan is classified as a liability under U.S. Generally Accepted Accounting Principles (GAAP) because SARs are settled solely in cash and do not result in the issuance of shares. As a liability-classified award, the fair value of the SARs is remeasured at each reporting date, and changes in fair value are recognized as compensation expense in our financial statements. The fair value of SARs is affected by various factors, including fluctuations in our stock price, stock price volatility, and other market-based assumptions.

These periodic remeasurements may cause significant variability in our reported financial results from quarter to quarter, which could complicate comparisons of our financial performance across periods. This variability could adversely affect investor confidence, create uncertainty around our financial results, and negatively impact the market price of our common shares.

Risks Related to Income Taxes

We have generated U.S. NOLs (defined below), but our ability to use these U.S. NOLs is limited and any future U.S. NOLs we generate may be limited or impaired by future ownership changes.

Our U.S. businesses have generated consolidated net operating loss carryforwards (“U.S. NOLs”) for U.S. federal and state income tax purposes of $1621,~~044~~216 as of December 31, ~~2024~~2025. Our ability to utilize any U.S. NOLs after an “ownership change” is subject to the rules of the United States Internal Revenue Code of 1986, as amended (the “Code”) Section 382. An ownership change occurs if, among other things, the shareholders (or specified groups of shareholders) who own or have owned, directly or indirectly, five (5%) percent or more of the value of our shares or are otherwise treated as five (5%) percent shareholders under Section 382 of the Code and the Treasury Regulations promulgated thereunder increase their aggregate percentage ownership of the value of our shares by more than 50 percentage points over the lowest percentage of the value of the shares owned by these shareholders over a three year rolling period. An ownership change could also be triggered by other activities, including the sale of our shares that are owned by our five (5%) shareholders.

In the event of an ownership change, Section 382 imposes an annual limitation on the amount of taxable income we may offset with U.S. NOLs. This annual limitation is generally equal to the product of the value of our shares in the US operating entity on the date prior to the ownership change multiplied by the long-term tax-exempt rate in effect on the date of the ownership change. The long-term tax-exempt rate is published monthly by the IRS. Any unused Section 382 annual limitation may be carried over to later years until the applicable expiration date for the respective U.S. NOLs (if any).

We concluded that, due to the limitations under Section 382 of the Code, it is likely that our U.S. NOL carryforwards for the periods prior to February 11, 2021, totaling $3,814, are limited to zero and are not available to offset taxable income generated in the US in future periods. Our U.S. NOL carryforwards are $1217,~~230~~402 as of December 31, ~~2024~~2025. In the event another ownership change, as defined under Section 382 of the Code occurs in the future, our ability to utilize any U.S. NOLs may be substantially limited. The consequence of this limitation could be the potential loss of a significant future cash flow benefit because we would no longer be able to substantially offset future taxable income with U.S. NOLs. There can be no assurance that such ownership change will not occur in the future.

We have generated net operating loss carryforwards for Canadian income tax purposes, but our ability to use these net operating losses may be limited by our inability to generate future taxable income in Canada.

Our Canadian businesses have generated net operating loss carryforwards of $6,~~419~~513 (“Canadian NOLs”) for Canadian federal and provincial income tax purposes. These Canadian NOLs can be available to reduce Canadian income taxes that might otherwise be incurred on future Canadian taxable income. However, there can be no assurance that we will generate the taxable income in the future necessary to utilize these Canadian NOLs. Our Canadian NOLs have expiration dates. There can be no assurance that, if and when we generate Canadian taxable income in the future, we will generate such taxable income before our Canadian NOLs expire.

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Our ability to use any U.S. NOLs may be limited by our inability to generate future taxable income.

U.S. NOLs may be available to reduce income taxes that might otherwise be incurred on future U.S. taxable income. The utilization of these U.S. NOLs could have a positive effect on our cash flow. However, there can be no assurance that we will generate the taxable income in the future necessary to utilize these U.S. NOLs and realize the positive cash flow benefit.

We have generated Canadian NOLs, but our ability to reserve and use these Canadian NOLs may be limited or impaired by future ownership changes.

Our ability to utilize the Canadian NOLs after a “loss restriction event” is subject to the rules of the Income Tax Act (Canada). A loss restriction event will occur if, among other things, there is change of control (which would generally occur if a person or group of related persons acquired more than 50% of our voting shares). If we experience a “loss restriction event”: (i) we will be deemed to have a year-end for Canadian tax purposes and (ii) we will be deemed to realize any unrealized capital losses and our ability to utilize and carry forward Canadian NOLs will be restricted.

We believe that we may be a “passive foreign investment company,” or PFIC, for the current taxable year, which could subject certain U.S. investors to materially adverse U.S. federal income tax consequences.

We believe we could be classified as a PFIC during our taxable year ended December 31, ~~2024~~2025, and based on current business plans and financial expectations, we believe we may continue to be classified as a PFIC for future taxable years. Once classified as a PFIC with respect to a shareholder, we will, subject to certain exceptions, continue to be treated as a PFIC with respect to such shareholder irrespective of whether we continue to meet the definitional requirements for PFIC classification. If we are a PFIC for any year in which you hold common shares and you are a U.S. holder, then you generally will be required to treat any gain realized upon a disposition of such common shares, or any so-called “excess distribution” received on your common shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds you realize on the disposition or the amount of the excess distribution you receive. Subject to certain limitations, these tax consequences may be mitigated if you make a timely and effective Qualified Electing Fund election, or QEF Election, or a mark-to-market election, or Mark-to-Market Election. Subject to certain limitations, such elections may be made with respect to our common shares. If you are a U.S. holder and make a timely and effective QEF Election, you generally must report on a current basis your share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amount to you, thus giving rise to so-called “phantom income” and to a potential tax liability. However, U.S. holders should be aware that we do not intend to satisfy the record keeping requirements that apply to a “qualified electing fund,” or supply U.S. holders with information that such U.S. holders require to report under the QEF Election rules, in the event that we are a PFIC and a U.S. holder wishes to make a QEF Election. Thus, if you are a U.S. holder, you may not be able to make a QEF Election. If you are a U.S. Holder and make a timely and effective Mark-to-Market Election, you generally must include as ordinary income each year the excess of the fair market value of your common shares over your tax basis therein, thus also possibly giving rise to phantom income and a potential tax liability. Ordinary loss generally is recognized only to the extent of net mark-to-market gains previously included in income. Any holder of our common shares who is a U.S. taxpayer should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of our common shares.

If the Internal Revenue Service determines that we are not a PFIC and you previously paid taxes pursuant to a QEF Election or a Mark-to- Market Election, you may pay more taxes than you legally owe.

If the Internal Revenue Service, or the IRS, makes a determination that we are not a PFIC and you previously paid taxes pursuant to a QEF Election or Mark-to-Market Election, then you may have paid more taxes than you legally owed due to such election. If you do not, or are unable to, file a refund claim before the expiration of the applicable statute of limitations, you will not be able to claim a refund for those taxes.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Incidents

None.

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Cybersecurity Risk Management and Strategy

In the normal course of business, we may collect and store personal information, customer information, and certain sensitive company information, including proprietary and confidential business information, trade secrets, intellectual property, information regarding trial participants in connection with clinical trials, sensitive third-party information, and employee information. To protect this information, our existing cybersecurity policies require monitoring and detection programs, network security measures, and encryption of critical data. We maintain various protections designed to safeguard against cyberattacks, including firewalls and virus detection software. We have established our disaster recovery plan, and we protect against business interruption by backing up our major systems. In addition, we maintain insurance that includes cybersecurity coverage.

Our cybersecurity program is led by our Vice President of Technology Innovation and includes a team of information technology professionals. The program is further strengthened through support of our General Counsel. These teams work closely together to support and bolster our cybersecurity program, which incorporates industry-standard frameworks, policies, and practices designed to protect the privacy and security of our sensitive information. Our cybersecurity team informs our Audit Committee on information security and cybersecurity matters as needed.

Despite the implementation of our cybersecurity program, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our information technology systems could have significant consequences to the business. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. See “Risk Factors—Risks Related to our Business” for additional information about the risks to our business associated with a breach or compromise to our information technology systems.

Item 2. Properties

Our corporate headquarters are in Ann Arbor, Michigan, where we lease and occupy approximately 1815,~~966~~371 square feet pursuant to leases that ~~expired~~expires on January 31, ~~2025~~2030.

Our manufacturing and distribution center, South, is in Roswell, Georgia, where we lease and occupy 18,400 square feet of a 61,500-square-foot building under a lease that expires on April 30, 2027.

Our R&D, manufacturing and distribution center, North, is in Plymouth, Minnesota, where we lease and occupy two spaces totaling approximately 2937,~~938~~603 square feet under leases that expire on February 9, 2028.

Assisi® product distribution and certain operations were in Carlstadt, New Jersey, where we sub-lease 5,185 square feet pursuant to a license agreement that expires on November 30, 2026. AsWe we have transitioned distribution from this location to Roswell, Georgia~~, we are seeking to sublet this space~~.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common shares ~~now~~ trade on the OTCQB® market tier of OTC Markets under the symbol “ZOMDF”. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Common Stock Information

As of March 13, ~~2025~~2026, there were 979,949,668 common shares outstanding held of record by approximately 150 holders.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company. The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, ~~2024~~2025. In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and forward-looking information under applicable Canadian securities law requirements (collectively, “forward-looking statements”) which are intended to be covered by the safe harbors created thereby. See “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. Our actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under the “Part I – Item 1A Risk Factors” section and elsewhere in this Annual Report on Form 10-K, as well as, in other reports and documents we file with the Securities and Exchange Commission from time to time. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K.

(All amounts are expressed in thousands unless otherwise indicated)

Overview

We are a veterinary health company creating and marketing products for companion animals by focusing on the unmet needs of clinical veterinarians. Our mission is to enrich the lives of the animals we love and the people that care for them by providing products and technologies that improve patient care and enhance the economic health of veterinary practices. While prioritizing animal health, we also strategically leverage our existing manufacturing and engineering capabilities to provide development services beyond animal health. Our product portfolio includes innovative diagnostics and therapeutic medical devices that emphasize patient health and enhancing practice economics.

We currently have six discrete platforms in our product portfolio:

Diagnostic Products

our TRUFORMA^® platform, comprising point-of-care diagnostic products for disease states in dogs, cats and horses, providing assays for use at the point-of-care that provide reference lab accuracy, thereby enabling practitioners to diagnose and treat diseases sooner;

- our TRUVIEW® platform which consists of the TRUVIEW digital ~~cystoscopy~~cytology instrument providing microscopic images and related pathology services which enable practitioners to receive a Pathologist interpretation of the images;

our VETGuardian^® platform, which provides continuous wireless monitoring of pets’ vital signs and provides them remotely to veterinarian practice staff, along with alert messaging should the vital signs rise or fall out of range, to assist in rapidly diagnosing issues;

Therapeutic Device Products

our world leading PulseVet^® platform, which provides for non-invasive electro-hydraulic shock wave treatment for a wide variety of conditions in horses and small animals, including osteoarthritis, tendon and ligament healing, bone healing, chronic pain relief and wound healing, to promote healing and reduce the need for surgery and/or medication; and

our Assisi Loop^® platform including a series of products that use targeted Pulsed Electromagnetic Field (tPEMF^TM) therapy to decrease pain and inflammation and accelerate healing or reduce anxiety.

our VETIGEL^® product, a fast-acting hemostatic gel that stops bleeding in seconds without applied pressure, enhancing procedural efficiency and improving patient outcomes.

We have focused our development and commercialization efforts on our TRUFORMA, TRUVIEW, VETGuardian, PulseVet, Assisi Loop, and VETIGEL platforms.

For the foreseeable future, we expect to continue to incur losses, which we expect will begin to decrease from historical levels as we

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For the foreseeable future, we expect to continue to incur losses, which we expect will begin to decrease from historical levels as we continue to rapidly grow our Therapeutic Device segment, continue the commercialization of our Diagnostic products, and expand our product development and sales and marketing activities.

For further information on the regulatory, business and product pipeline, please see the “Business” section of this Annual Report on Form 10-K. For further information on the risk factors, please see the “Risk Factors” section of this Annual Report on Form 10-K.

Components of Operating Results

Revenue

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

Cost of Revenue

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

Operating Expenses

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

General and Administrative Expenses

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

Research and Development Expenses

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

Selling and Marketing Expenses

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

U.S. Taxes

As of December 31, 2024, we had net operating loss carryforwards for U.S. federal and state income tax purposes of $16,044 and non-capital loss carryforwards for Canada of $6,419, which will begin to expire in fiscal year 2039. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and non-capital loss carryforwards. In 2021, we concluded that, due to the limitations under Section 382 of the Code, our U.S. federal and state income tax net operating loss carryforwards, as well as R&D credit carryforwards, for the periods prior to February 11, 2021 have been limited to zero. We therefore have derecognized $3,814 of this asset, reducing the carryforward of these amounts to $12,230.

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U.S. Taxes

As of December 31, 2025, we had net operating loss carryforwards for U.S. federal and state income tax purposes of $21,216 and non-capital loss carryforwards for Canada of $6,513, which will begin to expire in fiscal year 2035. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and non-capital loss carryforwards. In 2021, we concluded that, due to the limitations under Section 382 of the Code, our U.S. federal and state income tax net operating loss carryforwards, as well as R&D credit carryforwards, for the periods prior to February 11, 2021 have been limited to zero. We therefore have derecognized $3,814 of this asset, reducing the carryforward of these amounts to $17,402.

On July 4, 2025, the Unites States enacted tax reform legislation through the One Big Beautiful Bill Act, which changes existing U.S. tax laws, including extending or making permanent certain provisions of the Tax Cuts and Jobs Act and easing the interest expense limitation rules of Section 163(j), among other changes. The changes in tax law are reflected in the December 31, 2025 income tax provision; the law had an immaterial impact on the Company’s income tax provision

Canadian Taxes

In Canada, due to the uncertainty of realizing any tax benefits as of December 31, ~~2024~~2025, we continue to record a full valuation allowance against our Canadian deferred tax assets.

Translation of Foreign Currencies

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

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

Stock-Based Compensation

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

Equity-Classified Awards (Stock Options)

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

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

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Liability-Classified Awards (SARs)

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

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

Loss Per Share

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

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Comprehensive Loss

Critical Accounting Policies and Significant Judgments and Estimates

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

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

~~Intangible Assets and Business Combinations~~

Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date fair values. In determining fair values for recent business combinations, we utilize various forms of the income, cost, and market approaches depending on the asset or liability being valued.

We use a discounted cash flow model to measure the customer relationship, developed technology, license, trademark, and tradename assets. The estimation of fair value requires significant judgment related to future net cash flows based on assumptions related to revenue and EBITDA growth rates, discount rates, and attrition factors. Inputs are generally determined by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, and were supplemented by current and anticipated market conditions. Variances in future cash flows, anticipated growth rates, and revenue could significantly impact the value assigned to intangible assets. Any variance could cause impairment charges upon testing.

Impairment Testing

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

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

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

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

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

~~For~~During the ~~fiscal~~first ~~year~~quarter ~~ended~~of ~~December~~2025, 31the Company determined that a triggering event occurred, ~~2024~~which required interim testing for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). The triggering event was related to the Company’s ~~recognized~~market ~~total~~capitalized ~~impairment~~value, ~~charges~~which is a function of ~~$16~~its stock price,~~024,~~ ~~reflecting~~which had reduced significantly subsequent to the ~~outcomes~~delisting of ~~both~~the ~~interim~~Company’s ~~and~~common ~~annual~~shares from NYSE American during the three months ended March 31, 2025. We elected to perform a quantitative analysis as part of our interim goodwill impairment ~~testing~~test. ~~These~~Our ~~charges~~analysis ~~were~~of ~~primarily~~the ~~related~~PulseVet toreporting unit indicated that its carrying amount, including goodwill, ~~associated~~exceeded ~~with~~its ~~certain~~fair value by approximately 163%. Our analysis of the Assisi reporting ~~units~~unit ~~and~~indicated ~~resulted~~that ~~from~~its ~~changes~~carrying inamount, ~~future~~including ~~sales~~goodwill, ~~growth~~exceeded ~~projections~~its ~~and~~fair value by approximately 128%. As part of the ~~allocation~~Company’s quantitative analysis, we updated our implied fair value calculations to more closely align with our reduced market capitalization as of ~~operating~~March ~~expenses~~31, 2025. As a result, a non-cash goodwill impairment charge of $45,556 was recorded for the three months ended March 31, 2025. Given that no goodwill remained on our consolidated balance sheets after March 31, 2025, there were no further impairment considerations for the year ended December 31, 2025.

~~During~~In ~~the~~connection ~~six~~with ~~months~~our ~~ended~~interim ~~June~~impairment ~~30,~~analysis ~~2024,~~during the ~~Company~~first ~~determined~~quarter ~~that~~of ~~triggering~~2025, ~~events~~the ~~occurred,~~Company ~~which~~also ~~required~~evaluated ~~interim~~its ~~testing~~amortizable intangible assets for ~~impairment~~recoverability in accordance with ASC ~~350.~~360, WeProperty, ~~elected~~Plant, toand ~~perform~~Equipment a(“ASC ~~quantitative~~360”). ~~analysis~~It aswas ~~part~~determined that the carrying values of ~~our~~certain ~~interim~~intangible ~~goodwill~~assets ~~impairment~~exceeded ~~test.~~their ~~This~~fair ~~was~~values, ~~driven~~which bywere ~~changes~~impacted inby ~~future~~the ~~sales~~same ~~growth~~factors ~~projections~~noted ~~and~~in the ~~allocation~~goodwill ofimpairment ~~operating expenses~~analysis. As a result, athe ~~goodwill~~Company recognized $8,297 in non-cash impairment ~~charge~~charges ofrelated ~~$16,024~~to ~~was~~these ~~recorded~~amortizable ~~for~~intangible assets. Subsequent to the ~~six~~first quarter of 2025, during the nine months ended ~~June~~December 3031, ~~2024~~2025, asno ~~part~~impairment indicators were identified, which would require a recoverability assessment of ~~the~~intangible ~~Company’s~~assets ~~interim~~under ~~goodwill~~ASC 360. Therefore, no additional impairment ~~test~~charges were recorded for the year ended December 31, 2025.

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

During the three months ended June 30, 2024, the Company determined that triggering events occurred, which required interim testing for impairment in accordance with ASC 350. We elected to perform a quantitative analysis as part of our interim goodwill impairment test. This was driven by changes in future sales growth projections and the allocation of operating expenses. As a result, a goodwill impairment charge of $16,024 was recorded for the three months ended June 30, 2024, as part of the Company’s interim goodwill impairment test.

As part of our annual goodwill impairment test for the fiscal year ended December 31, 2024, we performed a quantitative analysis of our reporting units. Our analysis of the PulseVet® and Assisi® reporting units indicated that their fair values exceeded their carrying amounts, including goodwill, by 12% and 14%, respectively.

For the fiscal year ended December 31, 2023, the Company performed a quantitative analysis as part of our annual goodwill impairment test. Our analysis of the PulseVet and Revo Squared reporting units indicated that their fair values exceeded their carrying amounts, including goodwill, by 6% and 26%, respectively. Our analysis of the Assisi reporting unit indicated that its fair value was below its carrying amount, including goodwill, by 54%, driven by changes to future sales growth projections and an increase in allocated operating expenses. As a result, a goodwill impairment charge of $12,195 was recorded as part of the Company’s 2023 annual goodwill impairment test.

The carrying value of goodwill for the PulseVet and Assisi reporting units as of December 31, 2024, were $43.4 million and $2.2 million, respectively. Following the impairment recorded during the current period, there are no longer any carrying values of goodwill for the Revo Squared or SMP reporting units.

The implied fair value for each reporting unit was calculated on a standalone basis using a weighted combination of the income approach and the market approach. The implied fair values of each reporting unit were summed, along with unallocated assets, to determine the indicated value of total equity. This indicated value was compared to the total market capitalization as of December 31, 2024, implying a control premium of 16.1%. This control premium aligns with those observed in the last five years within the Medical, Dental, and Hospital Equipment and Supplies industry, which have historically been significantly higher than the aggregate control premiums across all other industries. As a result, the market capitalization reconciliation analysis supported the reasonableness of the fair values estimated for each individual reporting unit.

While the Company continues to believe that its estimates of fair value for the remaining reporting units are reasonable, changes in assumptions regarding future financial results, increases in the discount rate, or other underlying factors could significantly impact their fair value. Such changes may require the Company to record an impairment charge in future periods. Additionally, any future decline in the overall market value of the Company’s equity could result in a determination that the fair value of the remaining reporting units has fallen below their carrying value.

Valuation and Payback of Property and Equipment

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

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~~The~~While ~~customer~~the isCompany ~~obligated~~continues to ~~purchase~~believe ~~consumables~~its ~~during~~estimates ~~the~~of ~~placement~~fair ~~period.~~value ~~However~~for its amortizable intangible assets and property and equipment are reasonable, ~~since~~changes ~~the~~in ~~customer~~assumptions isconcerning ~~not~~future ~~obligated~~financial toperformance, ~~purchase~~increases ~~the~~in ~~capital~~discount rates, or other market and ~~can~~operational ~~return~~factors itcould atnegatively ~~any~~impact ~~time,~~the werecoverability ~~are~~of ~~exposed~~these toassets. As a ~~risk~~result, ofthe ~~loss~~Company may be required to ~~the~~recognize ~~extent~~additional ~~the~~impairment ~~customer~~charges ~~returns~~related ~~the~~to ~~capital~~its ~~and~~amortizable ~~discontinues~~intangible ~~consumable~~assets or ~~related~~property ~~service~~and ~~purchases~~equipment in future periods.

~~On~~Valuation ~~December~~and ~~31,~~Payback ~~2024, the carrying value~~ of ~~our~~Property ~~Diagnostic instruments was $10,135. Significant assumptions included in the realization model are the rate of placement~~ and ~~expected utilization over the life of the instrument.~~Equipment

~~The~~Diagnostic ~~effect~~based ofTRUFORMA® acapital ~~25%~~is ~~reduction~~placed in ~~the~~fixed ~~estimated~~assets ~~revenues~~once ~~associated~~purchased or manufactured, where they remain, undepreciated, until they are placed with ~~annual~~our ~~placements~~customers under the agreement that they will repeatedly purchase consumables or services which are utilized within. Each instance of ~~instruments~~this ~~would~~placed ~~increase~~capital represents an asset that we own. An estimate is made of the anticipated future revenue over its respective life which is ten years. If the payback period onof ~~December~~the 31initial investment in the asset is less than the ten-year life of the asset, ~~2024~~we ~~from~~conclude 4that the assets have been properly recorded, and no write-down is necessary.27 ~~years~~We rely on various data points and assumptions, including, but not limited to, 5the expected volume of consumables which will be sold, anticipated growth rates, and anticipated placements.77 ~~years~~Realization of the anticipated revenue is dependent on the current assumptions and forecasted models.

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

As of December 31, 2025, the carrying value of our Diagnostic instruments was $9,545. Significant assumptions included in the realization model are the rate of placement and expected utilization over the life of the instrument.

The effect of a 25% reduction in the estimated revenues associated with annual placements of instruments would increase the payback period on December 31, 2025 from 3.90 years to 5.32 years.

Revenue Recognition

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

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

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

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

Results of Consolidated Operations

Our results of operations for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 are as follows:

Revenue

Revenue for the year ended December 31, ~~2024~~2025 was $2732,~~285~~030, compared to $2527,~~186~~285 for the year ended December 31, ~~2023~~2024, an increase of $24,~~099~~745, or 817%.

The increase in revenue was primarily due to growth in both consumables and capital sales in our PulseVet® products, as well as growth in TRUFORMA® products, partially attributable to the launch of new assays during the current period, and the continued performance of VETGuardian® products, which had only recently launched during the prior year ended December 31, 2023. In general, we expect revenue to increase in subsequent periods as we increase our sales, marketing, and commercialization efforts.

Cost of Revenue

Cost of revenue for the year ended December 31, 2024 was $8,198, compared to $7,868 for the year ended December 31, 2023, an increase of $330, or 4%.

The increase in cost of revenue was primarily driven by increased manufacturing expenses resulting from higher unit sales. We anticipate that cost of revenue will continue to increase in future periods in line with the expected growth in unit sales, as described above.

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

Cost of Revenue

Cost of revenue for the year ended December 31, 2025 was $10,351, compared to $8,198 for the year ended December 31, 2024, an increase of $2,153, or 26%.

The increase in cost of revenue was primarily driven by increased manufacturing expenses resulting from higher unit sales as well as higher depreciation expense associated with capital projects completed in the second half of 2024, partially offset by prior period manufacturing costs related to integration of our Minnesota manufacturing facility, which did not recur in the current period. We anticipate that cost of revenue will continue to increase in future periods in line with the expected growth in unit sales, as described above.

Gross Profit

Gross profit margin for the year ended December 31, ~~2024~~2025 was 7068%, compared to 6970% for the year ended December 31, ~~2023~~2024.

The ~~increase~~decrease in gross profit margin percentage was primarily due to ~~the~~higher ~~current-year~~depreciation ~~cost~~expense ~~reduction~~associated ~~realized~~with ~~from~~capital ~~one-time~~projects ~~restructuring~~completed ~~actions~~in ~~taken during~~ the ~~prior~~second ~~year~~half ~~in connection with our transition~~ of ~~TRUFORMA®~~2024, ~~development~~partially ~~following~~offset ~~the~~by ~~October 2023 acquisition of QBT,~~ improvements ~~related~~associated towith the integration of our Minnesota manufacturing facility, as well as the further absorption of fixed costs driven by increased unit sales.

General and Administrative

General and administrative expense for the year ended December 31, ~~2024~~2025 was $2924,~~656~~496, compared to $29,~~029~~656 for the year ended December 31, ~~2023~~2024, ana ~~increase~~decrease of $~~627~~5,160, or 217%.

The ~~increase~~decrease in general and administrative expenses was primarily driven by professional fees for specialized accounting and development work, ~~increased amortization and depreciation expense~~ associated with acquisitions ~~made~~incurred induring the ~~second~~prior ~~half~~comparative ofperiod ~~2023,~~which ~~proxy~~did ~~and~~not recur, one-time special meeting ~~costs.~~and ~~These~~proxy ~~increases~~fees ~~were~~incurred ~~partially~~in ~~offset~~the byprior comparative period, lower wages and related benefits, lower amortization expense, lower stock-based compensation expense, lower bad debt expense, and lower ~~severance~~rent ~~expenses~~expense ~~related~~due to ~~restructuring~~our ~~actions~~corporate inoffice ~~the~~move ~~previous~~during ~~year,~~the ~~which~~first ~~were~~quarter ~~non-recurring.~~of 2025. While we expect general and administrative expenses to increase, ~~after~~we ~~excluding~~expect ~~one-time~~it ~~items~~to ~~incurred~~decrease ~~during~~proportionally ~~the current year, we anticipate that,~~ relative to sales ~~growth~~ and related product expansion~~, these expenses will decrease proportionally~~.

Research and Development

Research and development expense for the year ended December 31, ~~2024~~2025 was $7,~~268~~166, compared to $57,~~744~~268 for the year ended December 31, ~~2023~~2024, ana ~~increase~~decrease of $1102,~~524,~~ or 271%.

The ~~increase~~decrease in ~~R&D~~research and development expenses was primarily driven by ~~the~~lower ~~continued~~wages ~~buildup of internal capabilities to develop, test,~~ and ~~manufacture~~related ~~our next generation of diagnostic products, which included higher expenses for lab supplies and salaries associated with the QBT acquisition during the second half of 2023~~benefits. We anticipate that ~~R&D~~research ~~costs~~and development expense will increase as we maintain and enhance our current product lines and continue to develop new products.

Selling and Marketing

Selling and marketing expense for the year ended December 31, ~~2024~~2025 was $1718,~~192~~537, compared to $1417,~~137~~192 for the year ended December 31, ~~2023~~2024, an increase of $31,~~055~~345, or 228%.

The increase in selling and marketing expenses was driven primarily by ~~salaries~~higher commissions associated with increased revenue and ~~commissions,~~higher salaries associated with increased headcount of our sales department as we built our staff through hiring campaigns. We expect future selling and marketing expense to increase in line with product expansion and growth in our commercialization efforts.

Impairment Expense

Impairment expense for the year ended December 31, ~~2024~~2025 was $1655,~~024~~833, compared to $1216,~~195~~024 for the year ended December 31, ~~2023, an increase of $3,829, or 31%~~2024. ~~The increase was due to the goodwill impairment recognized in the current year, driven by changes in future sales growth projections and the allocation of operating expenses.~~

Other Income

Other income for the year ended December 31, 2024 was $10, compared to $2,080 for the year ended December 31, 2023, a decrease of $2,070. The decrease was primarily due to a gain of $2,174 on the fair valuation of the Company’s previously held equity interest in SMP, which was recognized during the year ended December 31, 2023, but did not recur in the current period.

Net Loss

Net loss for the year ended December 31, 2024 was $46,982, compared to a net loss of $34,529 for the year ended December 31, 2023, an increase of $12,453, or 36%.

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The ~~net~~impairment ~~loss~~expense for the year ended December 31, 2025 was ~~attributed~~due to impairment charges recognized as a result of a significant decline in the ~~matters~~Company’s ~~described~~market ~~above,~~capitalization asfollowing ~~well~~the asdelisting toof ~~tax-~~its common shares from NYSE American. The impairment charges consisted of $45,556 related ~~benefits~~to ~~recognized~~goodwill, ~~during~~$8,297 ~~the~~related ~~year~~to ~~ended~~amortizable ~~December~~intangible 31assets, ~~2023~~and $1,981 ~~which~~related ~~were~~to ~~attained~~property asand ~~part~~equipment. ofThe impairment charge for the ~~SMP~~year ~~acquisition.~~ended WeDecember ~~expect~~31, to2024 ~~continue~~was ~~recording~~attributable ~~net~~to ~~losses~~goodwill inimpairment ~~future~~recognized ~~periods~~as ~~until~~a weresult ~~have~~of ~~sufficient~~slowed ~~revenue~~future ~~from~~growth ~~product~~projections ~~sales~~and tothe ~~offset~~allocation ~~our~~of operating expenses.

Net Loss

Net loss for the year ended December 31, 2025 was $81,858, compared to a net loss of $46,982 for the year ended December 31, 2024, an increase of $34,876, or 74%.

The net loss was attributed to the matters described above, particularly the significant impairment expense. We expect to continue recording net losses in future periods until we have sufficient revenue from product sales to offset our operating expenses.

Cash Flows

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


	Year Ended December 31,
	~~2024~~2025		~~2023~~2024		Change
Cash used in operating activities	$	(2317,~~630~~649)	$	(1523,~~975~~630)	$	(75,~~655)~~981	48(25)%
Cash provided by investing activities		1719,~~854~~575		117,~~577~~854		161,~~277~~721	~~1032~~10%
Cash used in financing activities		~~(70)~~—		—(70)		(70)	n/a
Decrease in cash and cash equivalents		(5,846)		(14,398)		8,552	(59)%
Increase (decrease) in cash and cash equivalents		1,926		(5,846)		7,772	133%
Effect of exchange rate changes on cash		~~(85)~~70		(4985)		~~(36)~~155	73182%
Cash and cash equivalents, beginning of period		127,~~952~~021		2712,~~399~~952		(145,~~447~~931)	(5346)%
Cash and cash equivalents, end of period	$	79,~~021~~017	$	127,~~952~~021	$	(51,~~931)~~996	~~(46)~~28%

Net cash used in operating activities for the year ended December 31, ~~2024~~2025 was $2317,~~630~~649, compared to $1523,~~975~~630 for the year ended December 31, ~~2023~~2024, ana ~~increase~~decrease in cash used of $75,~~655~~981, or 4825%. The ~~increase~~decrease in cash used in operating activities resulted primarily from the ~~increase~~decrease in operating expenses noted above, excluding the impact of non-cash charges, including stock-based compensation, impairment expense, and amortization of intangible assets.

Net cash provided by investing activities for the year ended December 31, ~~2024~~2025 was $1719,~~854~~575, compared to cash provided of $117,~~577~~854 for the year ended December 31, ~~2023~~2024, aan increase in cash provided of $161,~~277~~721, or 10%. The increase in cash provided by investing activities resulted primarily from ~~cash~~decreased ~~paid~~capital asexpenditures, adecreased ~~part~~intangible ofinvestment, ~~the~~and ~~SMP~~decreased ~~and~~investment ~~QBT~~in ~~acquisitions~~nonconsolidated ~~during~~entities as compared to the prior comparative period, ~~which~~partially ~~did~~offset ~~not~~by ~~recur,~~lower ~~and~~securities ~~decreased~~matured in the current period. The prior period capital expenditures ~~during~~amount ~~the~~was ~~year~~driven ~~ended~~largely ~~December~~by ~~31,~~warehouse ~~2024~~expansion and automated line spend, ~~partially~~which ~~offset~~did bynot ~~lower~~recur ~~maturity~~in ofthe ~~available-for-sale~~current ~~securities~~period.

~~Net~~There was no net cash used in financing activities for the year ended December 31, ~~2024~~2025, ~~was $70 as~~ compared to $070 for the year ended December 31, ~~2023~~2024. The ~~increase~~prior period amount was attributable to stock option issuance costs paid ~~during~~which ~~the~~did ~~year~~not ~~ended December 31, 2024~~recur.

Liquidity and Capital Resources

We have incurred losses and negative cash flows from operations since our inception in May 2015. As of December 31, ~~2024~~2025, we had an accumulated deficit of $~~217~~299,~~915~~773. We have funded our working capital requirements primarily through the sale of our equity and equity-related securities and the exercise of stock options and warrants.

As of December 31, ~~2024~~2025, the Company had working capital (defined as current assets minus current liabilities) of $7254,~~442~~594.

Short-Term Cash Requirements

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

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Long-Term Cash Requirements

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

some of which may be material and significantly change our cash requirements. Ongoing business development activity may also require us to use some of our liquidity and use of additional capital to fund newly acquired operations. If we raise additional funds by issuing equity securities, our existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict operations.

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

●

the costs and timing of our development and commercialization activities;

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●

the cost of manufacturing our existing and future products;

●

the cost of marketing and selling our existing and future products, including marketing, sales, service, customer support and distribution costs;

●

the expenses needed to attract and retain skilled personnel;

●

the costs associated with being a public company;

●

the costs associated with additional business development or mergers and acquisitions activity, including acquisition-related costs, earn-outs or other contingent payments and costs of developing and commercializing any technologies to which we obtain rights;

●

third-party costs associated with the development and commercialization of our existing and future products and the ability of our development partners to satisfy our requirements on a timely basis;

●

the scope and terms of our business plans from time to time, and our ability to realize upon our business plans; and

●

the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing possible patent claims, including litigation costs and the outcome of any such litigation.

Outstanding Share Data

The only class of outstanding voting equity securities of the Company are the common shares. As of March 13, ~~2025~~2026:

●

There are 979,949,668 common shares issued and outstanding;

● There are stock options outstanding under our Stock Option Plan to acquire an aggregate of 8994,~~051~~338,~~943~~469 common shares;

● There are common share purchase warrants issued in February of 2020 that are outstanding and permit the holders to acquire an aggregate of 197,917 common shares at an exercise price of $0.1500 per share;

● There are common share purchase warrants issued in July of 2022 that are outstanding and permit the holders to acquire an aggregate of 363,501 common shares at an exercise price of $0.1500 per share;

●

There are common share purchase warrants issued in July of 2022 that are outstanding and permit the holders to acquire an aggregate of 10,000,000 common shares at an exercise price of $0.2201 per share; and

●

There are common share purchase warrants issued in July of 2022 that are outstanding and permit the holders to acquire an aggregate of 22,000,000 common shares at an exercise price of $0.2520 per share.

All currently outstanding warrants have a “cashless exercise” feature which is applicable in certain circumstances. The cashless exercise feature could result in the potential issuance of common shares based upon the “in-the-money” value of the applicable warrants at the time of exercise. The number of the common shares that may be issued is not determinable. However, the number of common shares that are issuable is based upon a formula that divides the “in-the-money” value by the then current market price and multiplying this result by the number of common shares that are issuable under the applicable warrants pursuant to cash exercise.

Recently Adopted Accounting Pronouncements

From time to time, the FASB or other standard setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an ASU. Unless otherwise discussed, we believe that recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our Consolidated Financial Statements upon adoption.

To understand the impact of recently issued guidance, whether adopted or to be adopted, please review the information provided in Note 3 - Significant Accounting Policies to the consolidated financial statements.

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Recently Adopted Accounting Pronouncements

From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, we believe that recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our Consolidated Financial Statements upon adoption.

Climate Change

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

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

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

Item 8. Financial Statements and Supplementary Data

See pages F-1 through F-2933 following the Exhibit Index of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Evaluation of disclosure controls and procedures

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

Based upon that evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of December 31, ~~2024~~2025.

Management's report on internal control over financial reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, misstatements due to error or fraud may not be prevented or detected on a timely basis.

Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, utilizing the criteria discussed in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management concluded that our internal control over financial reporting was effective as of December 31, 2024.37

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Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, utilizing the criteria discussed in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Changes in internal control over financial reporting

Except as discussed above, there were no changes in internal control over financial reporting during the quarter ended December 31, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information called for by this item will be set forth in our Proxy Statement for the ~~2025~~2026 Annual Meeting of Shareholders, (“Proxy Statement”), to be filed with the SEC within 120 days of the fiscal year ended December 31, ~~2024~~2025 and is incorporated herein by reference.

Item 11. Executive Compensation

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are included in this Annual Report on Form 10-K

(1)-(2) Financial Statements

Index to Consolidated Financial Statements

Report of the Independent Registered Public Accounting Firm (Grant Thornton, PCAOB ID number 248)	F-1
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023	F-4
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024	F-3
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024 and 2023	F-5
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2025 and 2024	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	F-5
Notes to the Consolidated Financial Statements	F-76

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Zomedica Corp.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Zomedica Corp. (an Alberta, Canada corporation) and subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the two years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit ~~matter~~matters

~~The~~Critical ~~critical~~ audit ~~matter~~matters ~~communicated~~are ~~below~~matters ~~is a matter~~ arising from the current period audit of the financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~The~~We ~~communication~~determined ofthat ~~critical~~there ~~audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we~~ are ~~not,~~no ~~by communicating the~~ critical audit ~~matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates~~matters.

Goodwill Impairment Analysis

As described further in Notes 4 and 12 to the consolidated financial statements, goodwill is evaluated for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. The Company performs a quantitative test to measure the fair values of the reporting units and compares them to their aggregate carrying values, including goodwill. The fair values are estimated using a weighted combination of a discounted cash flow method and a market-based method which include significant assumptions such as financial projections of free cash flow which includes key assumptions of revenue growth, operating income and discount rates. We identified goodwill impairment analysis as a critical audit matter.

The principal consideration for our determination that the goodwill impairment analysis is a critical audit matter is the high degree of auditor judgment necessary in evaluating certain inputs and assumptions made by management in the valuation models used to determine the fair value of the reporting units. Those key assumptions include forecasted revenue growth, operating income, and discount rates.

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Our audit procedures related to the goodwill impairment analysis included the following, among others.

•We evaluated the design and implementation of relevant controls within the Company’s process to perform the goodwill impairment analysis, including the Company’s control over the selection and review of the reasonableness of assumptions used in determining fair value.

•We evaluated the reasonableness of the Company’s forecasted revenue growth and operating income by comparing these assumptions to historical operating results for the reporting units and relevant available industry and market data.

•We involved valuation specialists to evaluate the reasonableness of the discount rate used in the discounted cash flow model to determine fair value. The valuation specialists compared the discount rates used to value the reporting units to independently developed discount rates derived from publicly available data and re-performed the discounted cash flow calculations.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2021.

Southfield, Michigan

March 1316, ~~2025~~2026

~~F-2~~

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Zomedica Corp.

Consolidated Balance Sheets

(United States Dollars in Thousands)



		December 31,			December 31,
		2025			2024
Assets

Current assets
Cash and cash equivalents		$	9,017		$	7,021
Available-for-sale securities			44,239			64,332
Trade receivables, net			3,012			2,423
Inventory, net			5,545			5,058
Prepaid expenses and deposits			1,787			2,291
Other receivables			443			648
Total current assets			64,043			81,773

Prepaid expenses and deposits			152			193
Property and equipment, net			20,912			24,589
Right-of-use assets			2,023			1,611
Goodwill			—			45,556
Intangible assets, net			38,808			52,538
Other assets			1,101			1,100
Total assets		$	127,039		$	207,360

Liabilities and shareholders’ equity

Current liabilities
Accounts payable		$	1,718		$	1,929
Accrued income taxes			252			117
Current portion of lease obligations			717			523
Customer contract liabilities			368			331
Accrued expenses and other current liabilities			6,394			6,431
Total current liabilities			9,449			9,331

Lease obligations			1,467			1,291
Deferred tax liabilities, net			27			456
Customer contract liabilities			232			219
Other liabilities			467			399
Total liabilities		$	11,642		$	11,696

Commitments and contingencies (Note 16)

Shareholders’ equity
Unlimited common shares, no par value; 979,949,668 issued and outstanding at December 31, 2025 and December 31, 2024		$	380,973		$	380,973
Additional paid-in capital			34,037			32,518
Accumulated deficit			(299,773)			(217,915)
Accumulated comprehensive income			160			88
Total shareholders' equity			115,397			195,664

Total liabilities and shareholders’ equity		$	127,039		$	207,360



	December 31,		December 31,
	2024		2023
Assets

Current assets
Cash and cash equivalents	$	7,021	$	12,952
Available-for-sale securities		64,332		77,545
Trade receivables, net		2,423		1,197
Inventory, net		5,058		5,123
Prepaid expenses and deposits		2,291		2,064
Other receivables		648		1,001
Total current assets		81,773		99,882

Prepaid expenses and deposits		193		250
Property and equipment, net		24,589		22,828
Right-of-use assets		1,611		2,466
Goodwill		45,556		61,580
Intangible assets, net		52,538		55,364
Noncurrent available-for-sale securities		—		10,005
Other assets		1,100		822
Total assets	$	207,360	$	253,197

Liabilities and shareholders’ equity

Current liabilities
Accounts payable	$	1,929	$	2,068
Accrued income taxes		117		65
Current portion of lease obligations		523		916
Customer contract liabilities		331		276
Accrued expenses and other current liabilities		6,431		5,707
Total current liabilities		9,331		9,032

Lease obligations		1,291		1,814
Deferred tax liabilities, net		456		1,138
Customer contract liabilities		219		252
Other liabilities		399		944
Total liabilities	$	11,696	$	13,180

Commitments and contingencies (Note 17)

Shareholders’ equity
Unlimited common shares, no par value; 979,949,668 issued and outstanding at December 31, 2024 and December 31, 2023	$	380,973	$	380,973
Additional paid-in capital		32,518		29,929
Accumulated deficit		(217,915)		(170,933)
Accumulated comprehensive income		88		48
Total shareholders' equity		195,664		240,017

Total liabilities and shareholders’ equity	$	207,360	$	253,197

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

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Zomedica Corp.

Consolidated Statements of Operations and Comprehensive Loss

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


	Year Ended December 31,
	~~2024~~2025		~~2023~~2024
Net revenue	$	2732,~~285~~030	$	2527,~~186~~285
Cost of revenue		810,~~198~~351		78,~~868~~198
Gross profit		1921,~~087~~679		1719,~~318~~087

Expenses
General and administrative		2924,~~656~~496		29,~~029~~656
Research and development		7,~~268~~166		57,~~744~~268
Selling and marketing		1718,~~192~~537		1417,~~137~~192
Impairment expense		1655,~~024~~833		1116,~~683~~024
Loss from operations		(5184,~~053~~353)		(4351,~~275~~053)
Interest income		3,966		5,458
Interest expense		—		(175)
(Loss) gain on disposal of assets		(210)		24
Other income, net		10		2,080
Foreign exchange (loss) gain		(252)		28
Loss before income taxes		(47,539)		(35,860)
Income tax benefit		(557)		(1,331)
Net loss		(46,982)		(34,529)
Unrealized gain, change in fair value of available-for-sale securities, net of tax		132		936
Change in foreign currency translation		(92)		(45)
Net loss and comprehensive loss	$	(46,942)	$	(33,638)

Other income (expense), net
Interest income		2,435		3,966
Loss on disposal of assets		(68)		(210)
Other (expense) income		(144)		10
Foreign exchange loss		(6)		(252)
Loss before income taxes		(82,136)		(47,539)
Income tax benefit		(278)		(557)
Net loss		(81,858)		(46,982)
Unrealized (loss) gain, change in fair value of available-for-sale securities, net of tax		(2)		132
Change in foreign currency translation		74		(92)
Net loss and comprehensive loss	$	(81,786)	$	(46,942)

Weighted average number of common shares - basic and diluted		979,949,668		979,949,668

Loss per share - basic and diluted (Note 19)	$	(0.05)	$	(0.04)
Loss per share - basic and diluted (Note 18)	$	(0.08)	$	(0.05)

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

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Zomedica Corp.

Consolidated Statements of Shareholders’ Equity

(United States Dollars in Thousands)



				~~Common~~Additional		~~Additional~~		Accumulated		~~Accumulated~~
	Common Stock			~~Stock~~Paid-In		~~Paid-In~~Accumulated		~~Accumulated~~Comprehensive		~~Comprehensive~~
	Shares	Amount		~~Subscribed~~Capital		~~Capital~~Deficit		~~Deficit~~Income		~~Income (Loss)~~Total		~~Total~~
Balance at December 31, 2022	979,949,668	$	380,973	$	—	$	23,666	$	(136,404)	$	(843)	$	267,392
Balance at December 31, 2023	979,949,668	$	380,973	$	29,929	$	(170,933)	$	48	$	240,017
Stock-based compensation	—		—		—2,659		~~6,263~~—		—		—2,659		~~6,263~~
Net loss	—		—		—		—		(34,529)		—		(34,529)
Stock issuance costs	—		—		(70)		—		—		(70)
Other comprehensive loss	—		—		—		—		—		891		891
Net loss	—		—		—		(46,982)		—		(46,982)
Balance at December 31, 2023	979,949,668	$	380,973	$	-	$	29,929	$	(170,933)	$	48	$	240,017
Other comprehensive income	—		—		—		—		40		40
Stock-based compensation	—		—		—		2,659		—		—		2,659
Balance at December 31, 2024	979,949,668	$	380,973	$	32,518	$	(217,915)	$	88	$	195,664
Stock issuance costs	—		—				(70)		—		—		(70)
Stock-based compensation	—		—		1,519		—		—		1,519
Net loss	—		—		—		—(81,858)		~~(46,982)~~—		—(81,858)		~~(46,982)~~
Other comprehensive income	—		—		—		—		—72		4072		40
Balance at December 31, 2024	979,949,668	$	380,973	$	-	$	32,518	$	(217,915)	$	88	$	195,664
Balance at December 31, 2025	979,949,668	$	380,973	$	34,037	$	(299,773)	$	160	$	115,397

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

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Zomedica Corp.

Consolidated Statements of Cash Flows

(United States Dollars in Thousands)


	Year Ended December 31,
	~~2024~~2025		~~2023~~2024
Cash flows from operating activities:
Net loss	$	(4681,~~982~~858)	$	(3446,~~529~~982)
Adjustments for:
Depreciation		12,~~545~~055		~~830~~1,545
Amortization - intangible assets		65,~~441~~896		56,~~468~~441
Impairment loss		1655,~~024~~833		1116,~~683~~024
Gain (loss) on disposal of property and equipment		210		(24)
Loss on disposal of property and equipment		68		210
Loss on conversion of notes receivable		—		(2,174)
Stock-based compensation		2,472		2,778
Stock-based compensation		2,778		6,263
Noncash portion of rent benefit		(42)		(61)
Noncash portion of rent benefit (expense)		(61)		187
Accretion/amortization of available-for-sale securities		(722)		(1,991)
Accretion/amortization of available-for-sale securities		(1,991)		(2,209)
Equity in loss of nonconsolidated entities		141		159
Equity in earnings of nonconsolidated entities		159		—
Deferred tax expense		(428)		(682)
Deferred tax expense		(682)		(1,489)
Change in assets and liabilities, net of acquisitions:
Purchased inventory		(~~205~~548)		(~~1,059~~205)
Prepaid expenses and deposits		~~(178)~~540		~~1,499~~(178)
Trade receivables		(~~1,227~~590)		(~~617~~1,227)
Other receivables		~~603~~499		~~348~~603
Accounts payable		(~~200~~90)		~~384~~(200)
Accrued income tax		53(3)		~~(125)~~53
Deferred tax liabilities		—		180
Accrued expenses and other current liabilities		(989)		606
Accrued expenses and other current liabilities		606		30
Customer contract liabilities		50		22
Customer contract liabilities		22		140
Other liabilities		67		(545)
Other liabilities		(545)		(761)
Net cash used in operating activities		(17,649)		(23,630)
Net cash used in operating activities		(23,630)		(15,975)

Cash flows from investing activities:
Securities matured		2520,~~084~~521		4225,~~775~~084
Investment in nonconsolidated entities		~~(437)~~—		—(437)
Investment in debt security (at fair value)		—		(1,750)
Investment in property and equipment		(567)		(5,212)
Investment in property and equipment		(5,212)		(11,339)
Acquisition of intangibles		(379)		(1,581)
Acquisition of intangibles		(1,581)		(4,150)
Net cash provided by investing activities		19,575		17,854
Investment in acquisitions, net of cash acquired (SMP and QBT)		—		(23,959)
Net cash provided by investing activities		17,854		1,577

Cash flows from financing activities:
Stock issuance costs paid		~~(70)~~—		—(70)
Net cash used in financing activities		~~(70)~~—		—(70)

Decrease in cash and cash equivalents		(5,846)		(14,398)
Increase (decrease) in cash and cash equivalents		1,926		(5,846)
Effect of exchange rate changes on cash		~~(85)~~70		(4985)
Cash and cash equivalents, beginning of year		127,~~952~~021		2712,~~399~~952
Cash and cash equivalents, end of period	$	79,~~021~~017	$	127,~~952~~021

Noncash activities:
Change in fair value of available-for-sale securities, net of tax	$	~~132~~(2)	$	~~936~~132
Property and equipment accrued for in accounts payable		~~163~~—		90163
Transfer of property and equipment into intangibles		~~2,034~~39		32,~~494~~034
Transfer of inventory into property and equipment		~~265~~62		~~696~~265
Intangible assets accrued for in accounts payable		45		—
Right-of-use assets obtained in exchange for operating lease obligations		1,056		—

Supplemental cash flow information:
Interest received on available-for-sale securities	$	2,~~284~~186	$	32,~~317~~284

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

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

1. Nature of Operations

Zomedica Corp. (“Zomedica” or the “Company”) is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. While prioritizing animal health, we also strategically leverage our existing manufacturing and engineering capabilities to provide development services beyond animal health. The Company consists of the parent company, Zomedica Corp., its wholly owned U.S subsidiary, Zomedica Inc., and the wholly owned subsidiaries of Zomedica Inc. See Exhibit 21.1 for a listing of all subsidiaries.

2. Basis of Preparation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries. Intercompany transactions and balances between consolidated businesses have been eliminated.

The accounting policies set out below have been applied consistently in the consolidated financial statements. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

3. Significant Accounting Policies

Basis of Measurement

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

Business Combinations

We account for business combinations in accordance with ASC 805, Business Combinations (“ASC 805”), if the acquired assets assumed and liabilities incurred constitute a business. We consider acquired companies to constitute a business if the acquired net assets and processes have the ability to create outputs in the form of revenue. For acquired companies constituting a business, we recognize the identifiable assets acquired and liabilities assumed at their acquisition-date fair values and recognize any excess of total consideration paid over the fair value of the identifiable net assets as goodwill.

Estimates and Assumptions

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

Functional and Reporting Currencies

The functional currency for Canada and our subsidiaries in the United States and Switzerland is U.S. dollars, which is also our reporting currency.

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

With respect to transactions denominated in currencies other than the functional currencies of the Company and its wholly owned operating subsidiaries, monetary assets and liabilities are remeasured at the period-end rates. Revenue and expenses are measured at the exchange rates prevailing on the transaction dates. All exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations and comprehensive loss.

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~Comparative~~Recently ~~Figures~~Issued Accounting Pronouncements

ToIn ~~better~~December ~~align~~2025, ~~with~~the ~~how~~Financial weAccounting ~~track~~Standards ~~our~~Board ~~business,~~(“FASB”) weissued ~~have~~Accounting ~~reclassified~~Standards ~~construction~~Update in(“ASU”) ~~progress~~2025-11, ~~combining~~Interim itReporting ~~with~~(Topic ~~property~~270): ~~and~~Narrow-Scope ~~equipment~~Improvements. ~~and~~The ~~presenting~~ASU ~~the~~clarifies ~~total~~interim asdisclosure ~~“Property~~requirements and ~~equipment,~~the ~~net”~~applicability onof ~~the~~Topic ~~consolidated~~270 ~~balance~~and ~~sheets~~result ~~for~~in ~~the~~a ~~fiscal~~comprehensive ~~year~~list ~~ended~~of ~~December~~interim ~~31,~~disclosures ~~2024.~~required ~~The~~by ~~consolidated~~other ~~balance~~standards. ~~sheets~~In ~~for~~addition, the ~~year~~ASU ~~ended~~also ~~December~~includes ~~31,~~a ~~2023,~~disclosure ~~have~~principle ~~been~~that ~~adjusted~~requires entities to ~~align~~disclose ~~with~~events since the ~~current~~end ~~presentation.~~of ~~The~~the ~~change~~last ~~had~~annual noreporting period that have a material impact on the ~~reported~~entity. ~~results~~This inASU ~~our~~is ~~balance~~effective ~~sheets~~for ~~and~~interim ~~does~~reporting ~~not~~periods ~~affect~~within ~~previously~~annual ~~reported~~reporting ~~cash~~periods ~~flows~~beginning ~~from~~after ~~investing~~December ~~activities~~15, in2027. ~~the~~Early ~~consolidated~~adoption ~~statements~~is permitted. The Company is currently evaluating the impact of ~~cash~~this ~~flows~~ASU and has not yet determined its effect on the consolidated financial statements.

ToIn ~~further~~September ~~enhance~~2025, the ~~transparency~~FASB ofissued ~~our~~ASU ~~financial reporting~~2025-06, weIntangibles ~~have~~– ~~reclassified~~Goodwill ~~“Accounts~~and ~~payable”~~Other as– ~~its~~Internal-Use ~~own~~Software ~~line~~(Subtopic ~~item,~~350-40): ~~separating~~Targeted itImprovements ~~from~~to ~~“Accounts~~the ~~payable~~Accounting ~~and~~for ~~accrued~~Internal-Use ~~liabilities~~Software.” ~~Furthermore,~~The weASU ~~combined~~updates the ~~accrued~~existing ~~liabilities~~accounting ~~portion~~standards ofover ~~“Accounts~~internal-use ~~payable~~software ~~and~~capitalization ~~accrued~~to ~~liabilities”~~increase ~~with~~the ~~amounts~~operability ~~previously~~of ~~included~~the inrecognition ~~“Other~~guidance ~~current~~considering ~~liabilities”~~different ~~into~~methods aof ~~new~~software ~~line~~development. ~~item,~~The ~~“Accrued~~ASU ~~expenses~~removes ~~and~~all ~~other~~references ~~current liabilities”,~~ to ~~provide~~prescriptive aand ~~comprehensive~~sequential ~~view~~software ofdevelopment ~~these~~stages ~~obligations~~(referred to as of“project ~~December~~stages”) ~~31,~~and ~~2024.~~replaces ~~This~~it ~~presentation~~with isa ~~supported~~probable-to-complete byrecognition ~~Note~~model. ~~10,~~As ~~“Accrued~~part ~~Expenses~~of ~~and~~this ~~Other~~updated ~~Current~~recognition ~~Liabilities”~~threshold, inan ~~the~~entity ~~Notes~~is required to ~~the~~consider ~~Consolidated~~whether ~~Financial~~there ~~Statements.~~is ~~The~~significant ~~consolidated~~uncertainty ~~balance~~associated ~~sheets~~with ~~for~~ the ~~year~~development ~~ended~~activities ~~December~~of ~~31,~~the ~~2023,~~software. ~~have~~This ~~been~~ASU ~~adjusted~~is toeffective ~~align~~for ~~with~~annual ~~the~~reporting ~~current~~periods ~~presentation.~~beginning ~~The~~after ~~change~~December in15, ~~presentation~~2027, ~~had~~and nofor ~~impact~~interim onreporting ~~the~~periods ~~reported~~within ~~results~~annual inreporting ~~our~~periods ~~balance~~beginning ~~sheets~~after ~~and~~December ~~does~~15, ~~not~~2028. ~~affect~~Early ~~previously~~adoption ~~reported~~is ~~cash~~permitted. ~~flows~~The ~~from~~Company ~~operating~~is ~~activities~~currently inevaluating the ~~consolidated~~impact ~~statements~~ of ~~cash~~this ~~flows.~~ASU ~~Refer~~and tohas ~~Note~~not 10yet ~~for~~determined ~~further~~its ~~details~~effect on the consolidated financial statements.

We have corrected an immaterial classification error by revising the presentation of impairment expense, which was previously included in loss before income taxes, to loss from operations for the fiscal year ended December 31, 2024. The consolidated statements of operations and comprehensive loss for the year ended December 31, 2023, have been adjusted to conform to the current year presentation. This correction had no impact on previously reported net loss or cash flows from operating activities in the consolidated statements of cash flows.

Recently Adopted Accounting Pronouncements

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

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~No. 2023~~2024-0903, Income ~~Taxes~~Statement - Reporting Comprehensive Income (Topic ~~740~~220): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures~~Expenses. This ASU requires ~~disaggregated~~additional ~~information~~disclosures ~~about~~to adisaggregate ~~reporting~~costs ~~entity’s~~and ~~effective~~expense ~~tax~~line ~~rate~~items ~~reconciliation~~presented ason ~~well~~the asface ~~information~~of onthe ~~income~~consolidated ~~taxes~~statements ~~paid~~of operations and comprehensive loss. ~~The~~These ~~standard~~disclosures isinclude: ~~intended~~(a) amounts related to ~~benefit~~purchased ~~investors~~inventory, byemployee ~~providing~~compensation, ~~more~~depreciation, ~~detailed~~amortization, ~~income~~and ~~tax~~other ~~disclosures~~significant components of costs and expenses; (b) an explanation of costs and expenses that ~~would~~are benot ~~useful~~disaggregated inquantitatively; ~~making~~and ~~capital~~(c) ~~allocation~~the ~~decisions~~definition and total amount of selling expenses. This ASU is effective for ~~public~~annual ~~entities~~reporting ~~with~~periods ~~fiscal years~~ beginning after December 15, ~~2024.~~2026, ~~The~~and ~~guidance~~for ~~will~~interim bereporting ~~applied~~periods onwithin aannual ~~prospective~~reporting ~~basis~~periods ~~with~~beginning ~~the~~after ~~option~~December to15, ~~apply the standard retrospectively~~2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and has not yet determined its effect on the consolidated financial statements.

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

FIn December 2023, the FASB issued ASU 2023-809, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities with fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ended December 31, 2025 and applied the guidance on a prospective basis. The adoption did not have a material impact on the consolidated financial statements. Refer to Note 15 for further details.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient permitting an entity to assume the conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for the current classified accounts receivable and contract assets. The Company early adopted the standard on December 31, 2025 on a prospective basis. The adoption did not have a material impact on the consolidated financial statements.

F-7

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

Segment Reporting

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments. Beginning in the third quarter of 2025, the Company changed its presentation of segment operating results to reflect an incremental segment to our business – Development Services – which did not exist prior to the third quarter of 2025. The change in segments did not result in any changes to the composition, product lines, our prior period amounts disclosed in our previously existing segments. See Note 17, Segment Information, for further information. The Company’s reportable segments consist of Diagnostics, ~~and~~ Therapeutic Devices, and Development Services.

Cash and Cash Equivalents

The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. As of December 31, 2024 and 2023, the Company's cash balances exceeded federally insured limits by approximately $1,376 and $1,308.

The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. As of December 31, 2025 and 2024, the Company's cash balances exceeded federally insured limits by approximately $916 and $1,376.

Investment Securities

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

Accounts Receivable and Allowance for Credit Losses

Accounts receivables are recorded net of an allowance for credit losses and have payment terms of 30-90 days. Our policy for determining the allowance is based on factors that affect collectability, including: (a) historical trends of write-offs, recoveries, and credit losses; (b) the credit quality of our customers; and (c) projected economic and market conditions. ~~For~~As ~~the~~of ~~years ended~~ December 31, 2025, 2024, and 2023, ~~our~~trade ~~allowances~~receivables were $~~371~~3,263, $2,794, and $~~103~~1,300, respectively, ~~and~~net ~~were~~of ~~recorded~~allowance ~~net~~for indoubtful ~~trade~~accounts ~~receivables.~~of $251, $371, and $103, respectively. While we believe that our allowance for credit losses is adequate and represents our best estimate as of December 31, ~~2024~~2025, we continue to closely monitor customer liquidity and industry and economic conditions, which may result in changes to these estimates.

Inventories

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

Property and Equipment

Property and equipment are carried at historical cost less accumulated depreciation and any accumulated impairment losses. Property and equipment acquired in a business combination are recorded at fair value as of the date of acquisition. Maintenance and repair expenditures that do not improve or extend the life are expensed in the period incurred.

Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.F-8

F-9

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~installation~~An ~~costs.~~item Noof ~~depreciation~~property and equipment is ~~recorded~~derecognized onupon ~~CIP~~disposal ~~until~~or ~~assets~~when no future economic benefits are ~~complete~~expected ~~and~~to ~~ready~~arise ~~for~~from the continued use, atof ~~which~~the ~~point~~asset. ~~CIP~~Any ~~balances~~gain ~~are~~or ~~transferred~~loss toarising on the ~~appropriate~~disposal or retirement of an item of property, plant and equipment ~~accounts,~~is determined as the difference between the sales proceeds and ~~depreciation~~the ~~begins~~carrying inamount ~~accordance~~of ~~with~~the ~~our~~asset ~~policy~~and is recognized in profit or loss.

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

Estimated useful lives for the principal asset categories are as follows:


Furniture and fixtures		5-7 years
Laboratory equipment		5-7 years
Machinery and equipment		3-20 years
Leasehold improvements		Over shorter of estimated useful life or lease term

Leases

We determine if an arrangement is a lease at inception, in accordance with ASC 842, Leases, (“ASC 842”). All operating lease commitments with a lease term greater than 12 months are recognized as right-of-use (ROU) assets and lease liabilities, measured at the present value of future lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are expensed on a straight-line basis over the lease term.

We primarily enter into manufacturing and office space leases, which may include options to extend. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

ROU assets represent our right to control the use of an explicitly or implicitly identified fixed asset for a period of time and lease liabilities represent our obligation to make lease payments arising from the lease. Control of an underlying asset is conveyed to us if we obtain the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset.

Lease liabilities are measured using the rate implicit in the lease, if readily determinable. If not, we use our incremental borrowing rate (IBR) based on available information at lease commencement. Lease payments included in the measurement of lease liabilities consist of fixed payments. Our leases contain non-lease components and activities that do not transfer a good or service to us. These were not considered components of the contract and, therefore, were not included in the net ROU assets or lease liabilities.

The lease term includes the non-cancelable period plus any renewal options that we are reasonably certain to exercise.

Intangible Assets

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

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

Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. These assets are not amortized but are assessed for impairment at least annually, or more frequently if events or circumstances indicate potential impairment.F-9


E-commerce technology		2 years
Computer software and website		3-5 years
Non-compete agreements		3 years
Tradenames		5-19 years
Developed technology		10-15 years
Customer relationships		11-19 years
Trademarks		15 years
Licenses		Over shorter of estimated useful life or license term

F-10

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)


E-commerce technology		2 years
Computer software and website		3-5 years
Non-compete agreements		3 years
Tradenames		5-19 years
Developed technology		10-15 years
Customer relationships		11-19 years
Trademarks		15 years
Licenses		Over shorter of estimated useful life or license term

Impairment of Long-Lived and Indefinite-Lived Intangible Assets

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

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

Revenue Recognition

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

The Company allocates revenue to each performance obligation in proportion to the relative standalone selling prices and recognizes revenue when control of the related goods or services is transferred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately.

The Company's contracts with customers are generally comprised of purchase orders for the sale of the point of care instrument, consumable products, development services, and extended warranties, or some variation thereof. The instrument and consumables each represent a single performance obligation when sold separately, that is satisfied at a point in time upon transfer of control of the product to the customer which is typically upon receipt of the goods by the customer. The extended warranties are also a separate performance obligation, whereby revenue is recognized over time. Development services are recognized over time, as they do not create an asset with alternative use to us, and we have an enforceable right to payment for performance completed to date. ASC 606 contains a practical expedient whereby if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice. The Company has elected to apply this practical expedient to our services revenue.

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

The nature of the Company’s PulseVet® business gives rise to variable consideration, including discounts and applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is estimated using the expected value method, which estimates the amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments.F-10

At times, the Company receives consideration prior to when the performance obligation is completed, giving rise to a contract liability. Sales are recorded net of sales tax. Sales tax is charged on sales to end users and remitted to the appropriate state authority.

F-11

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~Disaggregated~~The ~~revenue~~nature ~~for~~of the ~~years~~Company’s ~~ended~~PulseVet® ~~December~~business 31gives rise to variable consideration, ~~2024~~including discounts and ~~2023~~applicator (“trode”) returns for refurbishment. Credits are issued for unused shocks on returned trodes, which can be used toward the purchase of replacement trodes. Discounts and the estimated unused shock credits decrease the transaction price, which reduces revenue. Variable consideration related to unused shock credits is asestimated ~~follows:~~using the expected value method, which estimates the amount that is expected to be earned.

Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends. These estimated credits are nonrefundable and may only be used towards the purchase of future trode refurbishments. These credits give rise to the contract liability contained on the balance sheet. This practice encourages refurbishment purchase prior to complete utilization of the previous trode, so the customer will always have a trode on hand with ample capacity to perform treatments. As of December 31, 2025, 2024, and 2023, contract liabilities were $600, $550, and $528, respectively.

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

Disaggregated revenue for the years ended December 31, 2025 and 2024 is as follows:


		Year Ended December 31,
		Diagnostics				TherapeuticDevices				~~Consolidated~~Development Services				Consolidated
		~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024		2025		2024
Capital	$	~~1,137~~687	$	~~609~~1,137	$	8,~~354~~231	$	8,~~179~~354	$	~~9,491~~335	$	~~8,788~~-	$	9,253	$	9,491
Consumables		12,~~296~~114		~~768~~1,296		1617,~~367~~843		1516,~~545~~367		~~17,663~~721		~~16,313~~-		20,678		17,663
Other		-		-		131		85		131		85
Engineering		-		-		-		-		1,976		-		1,976		-
Total revenue	$	2,433	$	1,377	$	24,852	$	23,809	$	27,285	$	25,186
Other		-		-		123		131		-		-		123		131
Total revenue	$	2,801	$	2,433	$	26,197	$	24,852	$	3,032	$	-	$	32,030	$	27,285

Cost of Revenue

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

Research and Development

Research and development costs related to continued R&D programs are expensed as incurred.

Stock-Based Compensation

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

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

~~The Company accounts for SARs under ASC 718 as liability~~F-classified awards because they are settled solely in cash and do not result in the issuance of equity. The fair value of SARs is measured at the grant date and remeasured at each reporting date until settlement. Changes in fair value are recognized as compensation expense in the consolidated statement of operations in the period of remeasurement. The fair value of SARs is determined using the Black-Scholes Option Pricing Model, incorporating significant assumptions such as expected stock price volatility, expected term of the award, and risk-free interest rate.11

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

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), on a tax jurisdictional basis. The Company files income tax returns in Canada and the province of Alberta and its subsidiaries file income tax returns in Switzerland, Japan, the United States and various states within, including in Michigan where the Company’s headquarters are located.

Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their financial statement reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized.

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Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

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

Income Taxes

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

Comprehensive Loss

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

Loss Per Share

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

4. Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

~~Critical areas of estimation and judgements in applying accounting policies include the following:~~F-12

Intangible Assets and Business Combinations

Assets acquired and liabilities assumed as part of a business combination are recognized at their acquisition date fair values. In determining these fair values, we utilize various forms of the income, cost, and market approaches depending on the asset or liability being valued.

We use a discounted cash flow model to measure the customer relationship, developed technology, license, trademark, and tradename assets. The estimation of fair value requires significant judgment related to future net cash flows based on assumptions related to revenue and EBITDA growth rates, discount rates, and attrition factors. Inputs are generally determined by taking into account competitive trends, market comparisons, independent appraisals, and historical data, among other factors, and are supplemented by current and anticipated market conditions.

Impairment Testing

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

F-13

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~measuring~~Critical ~~the~~areas ~~fair values~~ of ~~the~~estimation ~~reporting units~~ and ~~comparing~~judgements ~~them~~in toapplying ~~their~~accounting ~~aggregate~~policies ~~carrying~~include ~~values, including goodwill. If~~ the ~~fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.~~following:

Impairment Testing

Prior to fully impairting goodwill during the first quarter of 2025, we evaluated goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their aggregate carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

Valuation and Payback of Property and Equipment

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

~~Revenue Recognition~~F-13

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

F-14

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

Revenue Recognition

5. Investment Securities

The following represents the Company’s investment securities for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:


Balance at December 31, 2025		Acquisition Cost		Accretion / (Amortization)		Unrealized Gain / (Loss)		Estimated Fair Value
Commercial paper	$	4,888	$	34	$	—	$	4,922
Corporate notes / bonds		24,063		96		2		24,161
Money market funds		5,287		—		—		5,287
U.S. govt. agencies		11,192		64		5		11,261
U.S. treasuries		4,881		11		(1)		4,891
Total investment securities	$	50,311	$	205	$	6	$	50,522


Balance at December 31, 2024		Acquisition Cost		Accretion / (Amortization)		Unrealized Gain / (Loss)		Estimated Fair Value
Commercial paper	$	10,130	$	254	$	3	$	10,387
Corporate notes / bonds		45,336		483		7		45,826
Money market funds		2,766		—		—		2,766
U.S. govt. agencies		1,441		31		(2)		1,470
U.S. treasuries		6,609		41		(1)		6,649
Total investment securities	$	66,282	$	809	$	7	$	67,098


Balance at December 31, 2023		AcquisitionCost		Accretion / (Amortization)		UnrealizedGain / (Loss)		EstimatedFair Value
Commercial paper	$	15,681	$	285	$	20	$	15,986
Corporate notes / bonds		45,954		614		(75)		46,493
Money market funds		5,374		—		—		5,374
U.S. govt. agencies		18,076		122		(33)		18,165
U.S. treasuries		10,282		156		(36)		10,402
Total investment securities	$	95,367	$	1,177	$	(124)	$	96,420

Accretion / (amortization) refers to the discounts and premiums incurred on bonds and notes purchased and are included within interest income on our consolidated income statement.

Accrued interest receivable, related to the above investment securities, amounted to $~~504~~ 314 and $~~586~~504 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 and are included within Other Receivables on our consolidated balance sheets.

Contractual maturities of investment securities as of December 31, ~~2024~~2025 are as follows:


		AcquisitionCost		EstimatedFair Value
Original maturities of 90 days or less	$	26,~~765~~282	$	26,~~766~~283
Original maturities of 91-365 days		6344,~~517~~029		6444,~~332~~239
Original maturities of 366+ days		-		-
Total investment securities	$	6650,~~282~~311	$	6750,~~098~~522

~~6. Fair Value Measurements~~F-14

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

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

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

Level 1: Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities.

F-15

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

6. Fair Value Measurements

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

Level 1:

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

Level 2:

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

Level 3:

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

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

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

InStock ~~accordance~~Appreciation ~~with~~Rights ~~the~~liability: The Company measures its cash-settled SARs at fair value ~~hierarchy~~on ~~described~~a ~~above~~recurring basis using a Black Scholes option-pricing model. The liability, ~~the~~classified ~~following~~as ~~table~~Level ~~shows~~2 within the fair-value hierarchy, is reported at fair value ofon ~~our~~the ~~investments~~Company’s consolidated balance sheets, and changes in fair value are recognized as ofcompensation ~~December~~expense ~~31,~~in ~~2024~~the consolidated statements of operations and ~~December~~comprehensive ~~31,~~loss ~~2023:~~in the period of remeasurement.

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

Balance at December 31, 2024

Level 1

Level 2

Level 3

EstimatedFair Value

Balance at December 31, 2025

Level 1

Level 2

Level 3

EstimatedFair Value

Commercial paper

—

104,~~387~~922

—

104,~~387~~922

Corporate notes / bonds

—

4524,~~826~~161

—

4524,~~826~~161

Money market funds

25,~~766~~287

—

25,~~766~~287

U.S. govt. agencies

111,~~470~~261

—

111,~~470~~261

U.S. treasuries

64,~~649~~891

—

64,~~649~~891

Total investment securities

1021,~~885~~439

5629,~~213~~083

—

6750,~~098~~522


Balance at December 31, 2023		Level 1		Level 2		Level 3		EstimatedFair Value
Commercial paper	$	—	$	15,986	$	—	$	15,986
Corporate notes / bonds		—		46,493		—		46,493
Money market funds		5,374		—		—		5,374
U.S. govt. agencies		18,165		—		—		18,165
U.S. treasuries		10,402		—		—		10,402
Total investment securities	$	33,941	$	62,479	$	—	$	96,420

F-15

The following table shows these same investments and their respective balance sheet classifications:


Balance at December 31, 2024		Cash &Cash Equivalents		Available-For-Sale(Current)		Available-For-Sale(Non-Current)		EstimatedFair Value
Commercial paper	$	—	$	10,387	$	—	$	10,387
Corporate notes / bonds		—		45,826		—		45,826
Money market funds		2,766		—		—		2,766
U.S. govt. agencies		—		1,470		—		1,470
U.S. treasuries		—		6,649		—		6,649
Total investment securities	$	2,766	$	64,332	$	-	$	67,098

F-16

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)


Balance at December 31, 2024		Level 1		Level 2		Level 3		EstimatedFair Value
Balance at December 31, 2023		Cash &Cash Equivalents		Available-For-Sale(Current)		Available-For-Sale(Non-Current)		EstimatedFair Value
Commercial paper	$	—	$	10,387	$	—	$	10,387
Commercial paper	$	—	$	15,986	$	—	$	15,986
Corporate notes / bonds		—		45,826		—		45,826
Corporate notes / bonds		—		36,973		9,520		46,493
Money market funds		2,766		—		—		2,766
Money market funds		5,374		—		—		5,374
U.S. govt. agencies		1,470		—		—		1,470
U.S. govt. agencies		—		17,680		485		18,165
U.S. treasuries		6,649		—		—		6,649
U.S. treasuries		3,496		6,906		—		10,402
Total investment securities	$	10,885	$	56,213	$	—	$	67,098
Total investment securities	$	8,870	$	77,545	$	10,005	$	96,420

~~Unrealized~~The ~~gains~~following ontable ~~our~~shows ~~investments have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell~~ these same investments ~~prior~~and ~~to recovery of~~ their ~~amortized~~respective ~~cost~~balance ~~basis.~~sheet The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through December 31, 2024.classifications:


Balance at December 31, 2025		Cash & Cash Equivalents		Available- For-Sale (Current)		Available- For-Sale (Non-Current)		Estimated Fair Value
Commercial paper	$	—	$	4,922	$	—	$	4,922
Corporate notes / bonds		—		24,161		—		24,161
Money market funds		5,287		—		—		5,287
U.S. govt. agencies		—		11,261		—		11,261
U.S. treasuries		996		3,895		—		4,891
Total investment securities	$	6,283	$	44,239	$	-	$	50,522

7. Business Combinations


Balance at December 31, 2024		Cash & Cash Equivalents		Available- For-Sale (Current)		Available- For-Sale (Non-Current)		Estimated Fair Value
Commercial paper	$	—	$	10,387	$	—	$	10,387
Corporate notes / bonds		—		45,826		—		45,826
Money market funds		2,766		—		—		2,766
U.S. govt. agencies		—		1,470		—		1,470
U.S. treasuries		—		6,649		—		6,649
Total investment securities	$	2,766	$	64,332	$	-	$	67,098

All of the Company’s acquisitions of businesses have been accounted for under ASC 805. Accordingly, the assets of the acquired companies reflect the fair values and have been included in the Company’s Consolidated Financial Statements from their respective dates of acquisition. The results of operations of Revo Squared LLC, Assisi Animal Health, LLC, Structured Monitoring Products, Inc., and Qorvo Biotechnologies, LLC have been included in the Company’s Consolidated Financial Statements since the dates of acquisition on June 14, 2022, July 15, 2022, September 4, 2023, and October 4, 2023 respectively.

2023 Acquisitions

Stock Purchase Agreement with Structured Monitoring Products, Inc.

On September 4, 2023, Zomedica Inc., a wholly owned subsidiary of Zomedica Corp. (the “Company”), entered into a Stock Purchase Agreement with Structured Monitoring Products, Inc.(“SMP”), pursuant to which Zomedica Inc. acquired 100% of the capital stock of SMP, a Florida corporation. SMP is the maker of VETGuardian®, a zero-touch vital signs remote monitoring system that improves the quality of care for pets during recovery from surgery and for those staying in clinic overnight. The system provides real-time remote monitoring of the pet’s vital signs with the ability to alert staff if the vital signs fall outside preset ranges (the “Acquisition”). The Acquisition was consummated on September 5, 2023.

In connection with the Acquisition, the Company converted $2,750 in convertible debt and accrued interest of $171 owed by SMP to the Company into equity totaling 28.7% outstanding equity of SMP, which has an implied value of $5,095 based upon the SMP’s enterprise value of $18,000. Zomedica paid a purchase price of $12,952 for the balance of 71.3% equity of SMP. The cash purchase price was funded through a $250 deposit previously paid to SMP and $12,702 of cash on hand. At closing, Zomedica deposited $1,295 into escrow, which will be released to the parties following the closing, based on any adjustments to the purchase price for net working capital, cash, indebtedness and transaction expenses of SMP.

As a result of total consideration exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $9,796 was recorded in connection with the Acquisition, none of which will be deductible for U.S tax purposes. The goodwill is mainly attributable to skills and technical talent of SMP’s work force and the synergies expected to be achieved from integrating SMP into the Company’s existing business.

The previously held equity interests were remeasured to its fair value as of the acquisition date. The Company computed the fair value based upon the SMP’s enterprise value of $18,000 and the fair value of previously held 28.7% equity interests were determined to be $5,095. The Company recognized an amount of $2,174 as a gain on the fair valuation of Company’s previously held equity interest in SMP and is included in other income (loss) in the accompanying consolidated statements of operations and comprehensive loss for the period ended December 31, 2023.

F-17

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~The~~Unrealized ~~following~~gains ~~table~~on ~~summarizes~~our ~~the~~investments ~~final~~have not been recorded into income as we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value ~~amounts~~ of ~~identifiable~~our ~~assets~~debt ~~acquired~~securities ~~and~~is ~~liabilities~~largely ~~assumed~~due atto the ~~acquisition~~rising ~~date:~~interest rate environment driven by current market conditions that have resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated, and the debtors continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded through December 31, 2025.


	Initial
	Allocation of
	Consideration

Cash and cash equivalents	$	42
Trade receivables, net(1)		11
Inventory, net		316
Other receivables		1
Intangible assets (estimated useful life)
Developed technology (10 years)		9,400
Non-competition agreement (3 years)		200
Total assets acquired		9,970

Accounts payable		6
Deferred tax liabilities		1,713
Total liabilities assumed		1,719

Net assets acquired, excluding goodwill		8,251
Goodwill		9,796

Net assets acquired	$	18,047

7. Inventory

(1) The “trade receivables, net” comprise gross contractual amounts due of $11, of which no amounts were expected to be uncollectable at the date of acquisition.

The Company evaluated the disclosure requirements under ASC 805 and determined SMP was not considered a material business combination for purposes of disclosing the earnings of SMP since the date of acquisition and supplemental pro forma information.


Cash	$	12,702
	December 31, 2025						December 31, 2024
Fair value of previously held interest		5,095
	Diagnostics		TherapeuticDevices		Consolidated		Diagnostics		TherapeuticDevices		Consolidated
Prepaid deposits		250
Raw materials	$	2,425	$	1,899	$	4,324	$	1,997	$	2,304	$	4,301
Net assets acquired	$	18,047
Finished goods		307		482		789		265		274		539

Purchased inventory		119		349		468		46		198		244
Cash	$	12,702
Total inventory		2,851		2,730		5,581		2,308		2,776		5,084
Less: cash acquired		(42)
Less: reserves		(36)		—		(36)		(26)		—		(26)
Investment in acquisitions, net of cash acquired	$	12,660
Inventory, net	$	2,815	$	2,730	$	5,545	$	2,282	$	2,776	$	5,058

~~The determination of the final purchase price allocation to specific assets, primarily intangibles, is incomplete and may change in future periods.~~

~~LLC~~There ~~Membership~~was ~~Interest~~no ~~Purchase~~inventory ~~Agreement~~associated ~~for~~with the ~~Acquisition~~Development Services segment as of ~~Qorvo~~December ~~Biotechnologies~~31, ~~LLC~~2025 and 2024.

On October 4, 2023, Zomedica Inc., a wholly owned subsidiary of Zomedica Corp. (the “Company”), entered into an LLC Membership Interest Purchase Agreement with Qorvo US, Inc. (“Qorvo”) pursuant to which Zomedica Inc. acquired 100% of the membership interests of Qorvo Biotechnologies, LLC, a Delaware limited liability company (“QBT”) from Qorvo. QBT develops the TRUFORMA® Platform that utilizes innovative Bulk Acoustic Wave sensor technology to provide a nonF-~~optical and fluorescence free system for the detection of disease at the point of care (the “Acquisition”). The Acquisition was consummated on October 4, 2023.~~16

Zomedica paid Qorvo a purchase price of $7,646, which comprised of cash of $11,300 and settlement of pre-existing relationship of $3,654. The cash purchase price was funded through the cash on hand.

F-18

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~The~~8. ~~following~~Prepaid ~~table~~Expenses ~~summarizes the final fair value amounts of identifiable assets acquired~~ and ~~liabilities assumed at the acquisition date:~~Deposits


	~~Initial~~December 31,		~~Measurement~~December 31,
	~~Allocation of~~2025		~~Period~~2024		~~Updated~~
	Consideration		Adjustments		Allocation
Deposits	$	208	$	508
Inventory, net	$	1,674	$	(201)	$	1,473
Prepaid marketing		196		368
Other receivables		52		—		52
Prepaid insurance		437		438
Property and equipment, net		6,495		201		6,696
Other		1,098		1,170
Right-of-use asset		1,202		—		1,202
Total prepaid expenses and deposits	$	1,939	$	2,484
Other assets		19		—		19
Total assets acquired		9,442		—		9,442

Accounts payable and accrued liabilities		594		—		594
Current portion of lease obligations		249		—		249
Lease obligations		953		—		953
Total liabilities assumed		1,796		—		1,796

Net assets acquired, excluding goodwill		7,646		—		7,646

Net assets acquired	$	7,646	$	—	$	7,646

The Company incurred $499 thousand in acquisition costs that were expensed in the period incurred and are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss.

The Company evaluated the disclosure requirements under ASC 805 and determined QBT was not considered a material business combination for purposes of disclosing the earnings of QBT since the date of acquisition and supplemental pro forma information.

Purchase price consideration was made up of the following:


Cash	$	11,300
Settlement of pre-existing relationship(1)		(3,654)
Total	$	7,646

9. Accrued Expenses and Other Current Liabilities

(1) The Company had entered into a Development and Manufacturing License Agreement with QBT on January 17, 2023 and the Company had an intangible asset and liability balance of $6,945 and $3,654, respectively as of the acquisition date related to this agreement. The effect of the pre-existing liability (i.e., $3,654) is included in the consideration transferred.


		December 31,			December 31,
		2025			2024
Accrued employee compensation and benefits		$	3,865		$	4,438
Stock appreciation rights			1,071			119
Accrued taxes			856			1,003
Accrued professional services			403			535
Other			199			336
Total accrued expenses and other current liabilities		$	6,394		$	6,431

10. Property and Equipment

8. Inventory


		December 31,			December 31,
		2025			2024
Machinery and equipment		$	15,556		$	15,947
Furniture and fixtures			169			224
Laboratory equipment			842			857
Leasehold improvements			2,847			3,088
Construction in progress			6,415			7,889
Total property and equipment			25,829			28,005
Less: accumulated depreciation			(4,917)			(3,416)
Property and equipment, net		$	20,912		$	24,589


	December 31, 2024						December 31, 2023
	Diagnostics		TherapeuticDevices		Consolidated		Diagnostics		TherapeuticDevices		Consolidated
Raw materials	$	1,997	$	2,304	$	4,301	$	1,801	$	2,026	$	3,827
Finished goods		265		274		539		141		256		397
Purchased inventory		46		198		244		331		617		948
Total inventory		2,308		2,776		5,084		2,273		2,899		5,172
Less: reserves		(26)		—		(26)		(49)		—		(49)
Inventory, net	$	2,282	$	2,776	$	5,058	$	2,224	$	2,899	$	5,123

Depreciation expense for the year ended December 31, 2025 and 2024 was $2,055 and $1,545, respectively.

During the first quarter of 2025, a significant decline in the Company’s market-capitalized value following the delisting of its common shares from NYSE American constituted a triggering event requiring interim impairment testing of goodwill. In connection with this assessment, the Company reviewed its property and equipment for recoverability under ASC 360, Property, Plant, and Equipment (“ASC 360”). That review determined that certain assets within the Diagnostics segment were not fully recoverable. As a result, the Company recognized a $1,981 impairment charge, of which $897 related to machinery and equipment and $1,084 related to construction in progress, and recorded this charge in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.

~~F-19~~

F-17

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

911. ~~Prepaid~~Goodwill ~~Expenses~~ and ~~Deposits~~Intangible Assets

The following table provides a roll-forward of the carrying amount of goodwill by segment:


	~~December 31,~~Diagnostics		~~December 31,~~TherapeuticDevices		Development Services		Total
	2024		2023
Balance at December 31, 2023	$	15,866	$	45,714	$	—	$	61,580
Deposits	$	508	$	919
Impairment		(15,866)		(158)		—		(16,024)
Prepaid marketing		368		259
Balance at December 31, 2024	$	—	$	45,556	$	—	$	45,556
Prepaid insurance		438		436
Impairment		—		(45,556)		—		(45,556)
Other		1,170		700
Balance at December 31, 2025	$	-	$	-	$	-	$	-
Total prepaid expenses and deposits	$	2,484	$	2,314

During the first quarter of 2025, the Company determined that a triggering event had occurred that required interim goodwill impairment analysis in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), due to a significant decline in its market capitalization, driven by a substantial decrease in its stock price following the delisting of its common shares from NYSE American. The Company concluded that the fair values of certain reporting units were below their carrying values. The difference between the reporting units’ carrying values and fair values was recognized as impairment charges. The Company recognized $45,556 of non-cash impairment charges related to goodwill, which represented full impairments of goodwill in the PulseVet and Assisi reporting units within the Therapeutic Devices segment. As a result, no goodwill remains on the Company’s consolidated balance sheets as of December 31, 2025.

During the first quarter of 2025, the Company also evaluated its amortizable intangible assets for recoverability under ASC 360. It was determined that the carrying values of certain intangible assets exceeded their fair values. The decline in fair value was related to the same facts and circumstances as those noted above as part of our interim goodwill impairment analysis. The Company recognized $8,297 in non-cash impairment charges related to these amortizable intangible assets within the Diagnostics segment during the year ended December 31, 2025, which consisted primarily of $7,060 related to technology assets and $763 related to customer relationships. All impairment charges are reported under Impairment expense in the consolidated statements of operations and comprehensive loss.

During the second quarter of 2024, the Company determined that a triggering event had occurred requiring interim goodwill impairment testing due to slowed sales growth projections and allocation of operating expenses. The Company concluded that the carrying values of certain reporting units exceeded their fair values. The difference between the reporting units’ carrying values and fair values was recognized as impairment charges. The Company recognized $16,024 of non-cash goodwill impairment charges, which fully impaired goodwill in two Diagnostics reporting units and partially impaired goodwill in one Therapeutic Devices reporting unit during the year ended December 31, 2024. As part of that analysis, the Company also evaluated its amortizable intangible assets under ASC 360 and concluded their fair values continued to exceed carrying amounts. As a result, no impairment charges related to these amortizable intangible assets were recorded for the year ended December 31, 2024.

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

10. Accrued Expenses and Other Current Liabilities


		December 31,			December 31,
		2025			2024
Computer software		$	3,348		$	3,454
Customer relationships			26,087			26,850
Licenses			9,542			9,542
Technology			17,990			25,050
Tradenames			2,787			2,850
Trademarks			16			16
Website			1,433			1,364
Intangibles under construction			89			—
Total intangibles			61,292			69,126
Less: accumulated amortization			(22,484)			(16,588)
Intangibles, net		$	38,808		$	52,538


	December 31,		December 31,
	2024		2023
Accrued employee compensation and benefits	$	4,557	$	4,131
Accrued taxes		1,003		1,069
Accrued professional services		535		145
Other		336		362
Total accrued expenses and other current liabilities	$	6,431	$	5,707

F-18

11. Property and Equipment


	December 31,		December 31,
	2024		2023
Machinery and equipment	$	15,947	$	9,142
Furniture and fixtures		224		224
Laboratory equipment		857		1,073
Leasehold improvements		3,088		1,953
Construction in progress		7,889		12,481
Total property and equipment		28,005		24,873
Less: accumulated depreciation		(3,416)		(2,045)
Property and equipment, net	$	24,589	$	22,828

Depreciation expense for the year ended December 31, 2024 and 2023 was $1,545 and $830, respectively.

During the six months ended June 30, 2024, in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), the Company conducted a review of its property and equipment for recoverability. This assessment was prompted by broader reviews within our reporting units. As part of this review, the Company compared the undiscounted future cash flows associated with its long-lived assets to their carrying values. The results of this assessment confirmed that the carrying values of the Company’s property and equipment were fully recoverable. No impairment charge was recognized during the fiscal year ended December 31, 2024.

F-20

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

12Included within intangibles are $563 in licenses associated with future exclusivity to sell products should we determine that they have both market viability and are a complementary fit within our suite of offerings. ~~Goodwill~~As these relationships are still in the exploratory phase with no revenue stream to match expenses against nor a guarantee that this exclusivity will ever be used, we are considering these to be indefinite lived as of December 31, 2025. This, along with our intangible assets under construction, accounts for the difference between the net intangibles as found within our consolidated balance sheets and ~~Intangible~~the ~~Assets~~amortization table below. We will continue to assess the commercialization status and relationship with these companies on a quarterly basis and will adjust our amortization schedules accordingly.

The ~~following~~estimated ~~table~~future ~~provides~~amortization ~~a roll-forward~~ of ~~the~~intangible ~~carrying~~assets ~~amount~~is ofas ~~goodwill by segment~~follows:


	Diagnostics		TherapeuticDevices		Total
2026	$	5,225
Balance at December 31, 2022	$	6,070	$	57,909	$	63,979
2027		5,045
Acquisitions		9,796		—		9,796
2028		4,794
Impairment		—		(12,195)		(12,195)
2029		4,675
Balance at December 31, 2023	$	15,866	$	45,714	$	61,580
2030		4,553
Impairment		(15,866)		(158)		(16,024)
Thereafter		13,864
Balance at December 31, 2024	$	(0)	$	45,556	$	45,556
Total	$	38,156

~~During~~Amortization ~~the~~expense ~~six~~for ~~months~~the year ended ~~June 30~~December 31, ~~2024,~~2025 ~~the~~and ~~Company~~2024 ~~concluded that it~~ was ~~more~~$5,896 ~~likely than not that the fair values of certain reporting units had declined below their carrying values due to changes in sales growth projections~~ and ~~the allocation of operating expenses. As a result~~$6,441, ~~the Company conducted a quantitative impairment analysis using the discounted cash flow method to estimate the fair values of its reporting units~~respectively. ~~The difference between the reporting units’ carrying values and fair values was recognized as an impairment charge.~~

~~The Company recognized $16,024 in noncash impairment charges related to goodwill for the fiscal year ended December 31, 2024~~12. These charges represented the full impairment of goodwill in two reporting units within the Diagnostics segment and a partial impairment in one reporting unit within the Therapeutic Devices segment. These charges are recorded under impairment expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024. Leases

InOn ~~addition~~April 1, 2022, the Company ~~evaluated~~entered ~~its~~into ~~amortizable~~an ~~intangible~~agreement ~~assets~~with asULF ~~part~~Northfield Business Center LLC to lease 12,400 square feet of ~~the~~office ~~interim~~and ~~impairment~~warehouse ~~analysis~~space. ~~during~~The ~~the~~lease ~~six~~period is for sixty-one months ~~ended~~beginning ~~June~~on 30April 1, ~~2024~~2022, with a monthly rent payment of $9 for the first twelve months and ~~determined~~escalating ~~that~~to ~~their~~$11 ~~fair~~per ~~values~~month ~~exceeded~~over ~~their~~the ~~carrying~~lease ~~amounts~~period. NoThe ~~impairment~~Company ~~charges~~recorded ~~were~~a ~~recognized~~right-of-use asset and corresponding lease liability for ~~amortizable~~$546 using ~~intangible~~an ~~assets~~incremental inborrowing ~~the~~rate ~~fiscal~~of 3.95%. ~~year~~This ~~ended~~lease ~~December~~is ~~31,~~classified ~~2024~~as an operating lease.

AsOn ~~part~~July of15, ~~the~~2022, ~~annual~~as ~~goodwill~~part ~~impairment~~of ~~test~~the ~~for~~Assisi ~~fiscal~~asset ~~year~~purchase ~~2024~~agreement, the Company ~~conducted~~assumed a ~~quantitative~~license ~~analysis,~~agreement ~~which~~pursuant ~~indicated~~to ~~that~~a ~~the~~lease ~~fair~~agreement ~~values~~between ofThe ~~the~~Wheelership ~~PulseVet®~~LLC and ~~Assisi®~~The ~~reporting~~Realty ~~units~~Associates ~~exceeded~~Fund ~~their~~XII ~~carrying~~portfolio, ~~amounts~~L.P., ~~including~~whereby ~~goodwill~~Assisi sublet 5,185 bysquare ~~12%~~feet ~~and~~of ~~14%,~~warehousing ~~respectively~~space. ~~Following~~The ~~the~~remaining ~~impairment~~lease ~~recorded~~period ~~during~~assumed at the ~~year,~~time ~~there~~of ~~are~~the noagreement ~~remaining~~is ~~goodwill~~for fifty-two ~~balances~~months ~~for~~beginning ~~the~~on ~~Revo~~August ~~Squared~~16, or2022 ~~SMP~~and ~~reporting~~lasts ~~units.~~through AsNovember of ~~December~~2026. ~~31,~~The ~~2024,~~lease ~~the~~has ~~carrying~~a ~~values~~rent payment of ~~goodwill~~$4 ~~were~~for the first month and escalates to $436 per month over the lease period.4 ~~million~~The ~~for~~Company ~~PulseVet®~~recorded a right-of-use asset and corresponding lease liability for $2260 using an incremental borrowing rate of 7.200%. ~~million~~This ~~for~~lease ~~Assisi®~~is classified as an operating lease. The Company exercised its right to terminate the lease during the fourth quarter of 2025.

~~For~~On ~~the~~May ~~fiscal year ended December 31~~10, 2023, the Company ~~performed~~amended athe ~~quantitative~~lease ~~analysis~~agreement aswith ~~part~~ULF ofNorthfield ~~its~~Business ~~annual~~Center ~~goodwill~~LLC ~~impairment~~to ~~test.~~expand ~~The~~the ~~analysis~~lease ofby ~~the~~6,000 ~~PulseVet®~~square ~~and~~feet, ~~Revo~~to ~~Squared~~a ~~reporting~~total ~~units~~of ~~indicated~~18,400 ~~that~~square ~~their~~feet, ~~fair~~and ~~values~~extend ~~exceeded~~the ~~their~~lease ~~carrying~~term ~~amounts,~~from ~~including~~the ~~goodwill~~date ending April 30, by2027 6%to ~~and~~sixty ~~26%,~~months ~~respectively.~~after ~~The~~the ~~analysis~~earlier of the ~~Assisi~~date ~~reporting~~on ~~unit~~which ~~indicated~~the ~~that~~landlord ~~its~~delivers ~~fair~~the ~~value~~expanded ~~was~~premises ~~below~~to ~~its~~the ~~carrying~~Company ~~amount,~~on ~~including~~December ~~goodwill~~1, by2023. The ~~54%,~~expanded ~~driven~~premises bywere ~~slowed~~delivered ~~future~~to ~~sales~~the ~~growth~~Company ~~projections~~on ~~and~~September an1, ~~increase~~2023, incausing ~~allocated~~the ~~operating~~rent ~~expenses.~~to Asincrease ato ~~result,~~$16 afor ~~goodwill~~the ~~impairment~~first ~~charge~~month ofand ~~$12,195~~escalating ~~was~~to ~~recorded~~$22 ~~for~~over the ~~fiscal~~lease ~~year~~period. ~~ended~~This ~~December~~lease ~~31,~~is ~~2023.~~classified as an operating lease.

FOn October 4, 2023, Zomedica assumed the lease obligations of QBT when it acquired the company from Qorvo US, Inc. These leases include 36,103 square feet in Plymouth, MN and 1,500 square feet in Waseca, MN. The remaining lease periods assumed at the time of the agreement ranges from one to fifty-21three months beginning on November 1, 2023 and lasting through February of 2028. The leases have a monthly rent payment of $30 for the first month, dropping to $27 by the end of the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $1,223 using an incremental borrowing rate of 7.00%. This lease is classified as an operating lease.

On November 15, 2024, the Company entered into an agreement with 1101 Technology Drive LLC to lease 15,731 square feet of office space. The lease commenced on February 1, 2025, and is for a lease period of sixty months, expiring on January 31, 2030. The lease contains two five year options to extend the lease under substantially the same terms and conditions. The lease has a monthly rent payment of $20 for the first month, and escalates to $22 per month over the lease period. The Company recorded a right-to-use asset and corresponding lease liability for $1,056 using an incremental borrowing rate of 6.75%. This lease is classified as an operating lease.

F-19

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

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


		December 31,		December 31,
		2025		2024
Right-of-use assets
Cost
Aggregate lease commitments		$	4,066	$	4,598
Less: impact of present value			(619)		(562)
Balance		$	3,447	$	4,036

Reduction in right-of-use assets
Straight line amortization			1,794		2,763
Interest			(370)		(338)
Balance		$	1,424	$	2,425

Net book value as at:
Balance		$	2,023	$	1,611

Lease liabilities
Additions		$	3,465	$	4,077
Payments			(1,650)		(2,601)
Interest			369		338
Total lease liabilities		$	2,184	$	1,814

Current portion of lease liabilities			717		523
Long-term portion of lease liabilities			1,467		1,291
Total lease liabilities		$	2,184	$	1,814


	December 31,		December 31,
	2024		2023
Computer software	$	3,454	$	1,741
Customer relationships		26,850		26,850
Licenses		9,542		8,042
Technology		25,050		25,050
Tradenames		2,850		2,850
Trademarks		16		16
Website		1,364		962
Total intangibles		69,126		65,511
Less: accumulated amortization		(16,588)		(10,147)
Intangibles, net	$	52,538	$	55,364

Total remaining undiscounted liabilities related to the above leases are as follows:

Included within intangibles are $563 in licenses associated with future exclusivity to sell products should we determine that they have both market viability and are a complementary fit within our suite of offerings. As these relationships are still in the exploratory phase with no revenue stream to match expenses against nor a guarantee that this exclusivity will ever be used, we are considering these to be indefinite lived as of December 31, 2024. This accounts for the difference between the net intangibles as found within our consolidated balance sheets and the amortization table below. We will continue to assess the commercialization status and relationship with these companies on a quarterly basis and will adjust our amortization schedules accordingly.


2026		845
2027		818
2028		488
2029		261
2030		21
Total future undiscounted lease payments	$	2,433
Less: imputed interest		(249)
Total lease liabilities	$	2,184

Also included within intangibles above is a license asset associated with a License and Supply Agreement entered into on December 23, 2024, between the Company and Cresilon, Inc., under which Cresilon will manufacture and supply products to the Company. Under this agreement, the Company acquired a Technology License and a Limited Trademark License, which were accounted for as an asset acquisition under ASC 805 and recognized as a single asset.

For the year ended December 31, 2024, the Company made a $1,500 upfront license fee payment, which was capitalized as a definite-lived intangible asset in accordance with ASC 805. The asset will be amortized on a straight-line basis over the 20-year term of the agreement.

The estimated future amortization of intangible assets is as follows:


2025	$	6,635
2026		6,230
2027		6,002
2028		5,744
2029		5,561
Thereafter		21,803
Total	$	51,975

Our weighted-average remaining lease terms and discount rates were as follows:

Amortization expense for the year ended December 31, 2024 and 2023 was $6,441 and $5,468, respectively.


	December 31,	December 31,
	2025	2024
Weighted-average remaining lease term	3.0 years	3.2 years
Weighted-average discount rate	6.9%	6.9%

13. Leases

On April 1, 2022, the Company entered into an agreement with ULF Northfield Business Center LLC to lease 12,400 square feet of office and warehouse space. The lease period is for sixty-one months beginning on April 1, 2022, with a monthly rent payment of $9 for the first twelve months and escalating to $11 per month over the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $546 using an incremental borrowing rate of 3.95%. This lease is classified as an operating lease.

On July 15, 2022, as part of the Assisi asset purchase agreement, the Company assumed a license agreement pursuant to a lease agreement between The Wheelership LLC and The Realty Associates Fund XII portfolio, L.P., whereby Assisi sublet 5,185 square feet of warehousing space. The remaining lease period assumed at the time of the agreement is for fifty-two months beginning on August 16, 2022 and lasts through November of 2026. The lease has a rent payment of $4 for the first month and escalates to $6 per month over

F-22

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~the~~Rent ~~lease~~expense ~~period.~~for ~~The~~the ~~Company~~year ~~recorded~~ended aDecember ~~right-of-use~~31, ~~asset~~2025 and ~~corresponding~~2024 ~~lease~~was $1,113 ~~liability~~and ~~for~~ $~~260~~1,312, ~~using an incremental borrowing rate of 7~~respectively.~~00%. This lease is classified as an operating lease.~~

On May 10, 2023, the Company amended the lease agreement with ULF Northfield Business Center LLC to expand the lease by 6,000 square feet, to a total of 18,400 square feet, and extend the lease term from the date ending April 30, 2027 to sixty months after the earlier of the date on which the landlord delivers the expanded premises to the Company or December 1, 2023. The expanded premises were delivered to the Company on September 1, 2023, causing the rent to increase to $16 for the first month and escalating to $22 over the lease period. This lease is classified as an operating lease.

On October 4, 2023, Zomedica assumed the lease obligations of QBT when it acquired the company from Qorvo US, Inc. These leases include 36,103 square feet in Plymouth, MN and 1,500 square feet in Waseca, MN. The remaining lease periods assumed at the time of the agreement ranges from one to fifty-three months beginning on November 1, 2023 and lasting through February of 2028. The leases have a monthly rent payment of $30 for the first month, dropping to $27 by the end of the lease period. The Company recorded a right-of-use asset and corresponding lease liability for $1,223 using an incremental borrowing rate of 7.00%. This lease is classified as an operating lease.


	December 31,		December 31,
	2024		2023
Right-of-use assets
Cost
Aggregate lease commitments	$	4,598	$	4,668
Less: impact of present value		(562)		(566)
Balance	$	4,036	$	4,102

Reduction in right-of-use assets
Straight line amortization		2,763		1,825
Interest		(338)		(189)
Balance	$	2,425	$	1,636

Net book value as at:
Balance	$	1,611	$	2,466

Lease liabilities
Additions	$	4,077	$	4,143
Payments		(2,601)		(1,602)
Interest		338		189
Total lease liabilities	$	1,814	$	2,730

Current portion of lease liabilities		523		916
Long-term portion of lease liabilities		1,291		1,814
Total lease liabilities	$	1,814	$	2,730

Total remaining undiscounted liabilities related to the above leases are as follows:


2025		632
2026		603
2027		569
2028		234
Total future undiscounted lease payments	$	2,038
Less: imputed interest		(224)
Total lease liabilities	$	1,814

F-20

F-23

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~Our weighted~~13. Stock-~~average~~Based ~~remaining lease terms and discount rates were as follows:~~Compensation

Stock Options

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

During the year ended December 31, 2025, the Company issued 18,250,000 stock options, each option entitling the holder to purchase one common share of the Company. The options vest over a period of four years and have an expiration period of ten years.

The continuity of stock options for the years ended December 31, 2025 and 2024 are as follows:


	~~December 31,~~	Number of Options	~~December 31,~~	Weighted-Average Exercise Price
	2024		2023
Balance at December 31, 2024		89,051,943		$	0.3232
Weighted-average remaining lease term	3.2 years		3.6 years
Stock options granted		18,250,000			0.0789
Weighted-average discount rate	6.9%		6.4%
Stock options forfeited		7,280,000			0.1588
Vested stock options expired		5,683,474			0.2950
Balance at December 31, 2025		94,338,469		$	0.2904
Vested at December 31, 2025		65,505,252		$	0.3552

Rent expense for the year ended December 31, 2024 and 2023 was $1,312 and $1,203, respectively.


	Number of Options	Weighted-Average Exercise Price
Balance at December 31, 2023	93,349,943	$	0.3338
Stock options granted	9,695,000		0.1364
Stock options forfeited	11,740,000		0.2326
Vested stock options expired	2,253,000		0.4286
Balance at December 31, 2024	89,051,943	$	0.3232
Vested at December 31, 2024	55,925,830	$	0.3563

~~14.~~As of December ~~Stock-Based~~31, ~~Compensation~~2025, details of the issued and outstanding stock options are as follows:

Stock Options

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

During the year ended December 31, 2024, the Company issued 9,695,000 stock options, each option entitling the holder to purchase one common share of the Company. The options vest over a period of four years and have an expiration period of ten years.

The continuity of stock options for the years ended December 31, 2024 and 2023 are as follows:



Grant Year	Weighted-AverageExercise Price		Number of OptionsIssued and Outstanding		Number ofVested OptionsOutstanding	Number ofUnvested OptionsOutstanding	Weighted-AverageRemaining LifeOutstanding(Years)
		Number of Options		Weighted-Average Exercise Price
2020	0.21		14,162,500		14,162,500	—	5.00
Balance at December 31, 2023		93,349,943		$	0.3338
2021	0.83		18,000,000		18,000,000	—	5.61
Stock options granted		9,695,000			0.1364
2022	0.27		35,692,219		27,419,162	8,273,057	6.48
Stock options forfeited		11,740,000			0.2326
2023	0.21		7,027,500		4,252,500	2,775,000	7.65
Vested stock options expired		2,253,000			0.4286
2024	0.15		6,306,250		1,671,090	4,635,160	8.79
Balance at December 31, 2024		89,051,943		$	0.3232
2025	0.07		13,150,000		—	13,150,000	9.47
Vested at December 31, 2024		55,925,830		$	0.3563
Balance at December 31, 2025			94,338,469		65,505,252	28,833,217



	Number of Options	Weighted-Average Exercise Price
Balance at December 31, 2022	84,112,443	$	0.3602
Stock options granted	14,655,000		0.2185
Stock options forfeited	4,352,500		0.3230
Vested stock options expired	1,065,000		0.8744
Balance at December 31, 2023	93,349,943	$	0.3338
Vested at December 31, 2023	40,508,274	$	0.3577

F-21

F-24

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

AsThe fair value of stock options granted during the year ended December 31, ~~2024~~2025, ~~details~~was ofestimated using the ~~issued~~Black-Scholes ~~and~~option ~~outstanding~~pricing ~~stock~~model ~~options~~with ~~are~~the asfollowing ~~follows~~assumptions:


Grant Year	Weighted-Average Volatility		Weighted-Average Risk-Free Interest Rate		Weighted-Average Expected Life (In Years)		Weighted-Average Common Share Price		Weighted-Average Exercise Price
2020	96	%	0.47	%	9.53	$	0.21	$	0.22
2021	117		1.09		6.19		0.65		0.65
2022	112		3.09		5.90		0.26		0.27
2023	108		3.96		6.25		0.21		0.22
2024	87		4.30		6.25		0.13		0.14
2025	87		4.14		6.25		0.07		0.08


Grant Year	Weighted-AverageExercise Price	Number of OptionsIssued and Outstanding	Number ofVested OptionsOutstanding	Number ofUnvested OptionsOutstanding	Weighted-AverageRemaining LifeOutstanding(Years)
2020	0.20	15,707,224	15,707,224	—	5.59
2021	0.83	18,900,000	15,250,000	3,650,000	6.62
2022	0.27	39,329,719	21,958,606	17,371,113	7.37
2023	0.21	8,290,000	3,010,000	5,280,000	8.64
2024	0.15	6,825,000	—	6,825,000	9.77
Balance at December 31, 2024		89,051,943	55,925,830	33,126,113

For the years ended December 31, 2025 and 2024, the Company recorded $1,519 and $2,659 of stock-based expense associated with equity-classified awards. The total unrecognized compensation cost related to nonvested awards was $1,199, which is expected to be recognized over a weighted-average period of 2.5 years.

The fair value of stock options granted during the year ended December 31, 2024, was estimated using the Black-Scholes option pricing model with the following assumptions:


Grant Year	Weighted-AverageVolatility		Weighted-AverageRisk-Free Interest Rate		Weighted-AverageExpected Life(In Years)		Weighted-AverageCommon Share Price		Weighted-AverageExercise Price
2020	96	%	0.47	%	9.53	$	0.21	$	0.22
2021	117		1.09		6.19		0.65		0.65
2022	112		3.09		5.90		0.26		0.27
2023	108		3.96		6.25		0.21		0.22
2024	87		4.30		6.25		0.13		0.14

For the years ended December 31, 2024 and 2023, the Company recorded $2,659 and $6,263 of stock-based expense associated with equity-classified awards. The total unrecognized compensation cost related to nonvested awards was $2,326, which is expected to be recognized over a weighted-average period of 2.4 years.

Cash-Settled Stock Appreciation Rights (“SARs”)

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

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

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

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

F-2522

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

The continuity of SARs for the ~~year~~years ended December 31, 2025 and 2024 isare as follows:


	Number of SARs	Weighted-Average Exercise Price
Balance at December 31, 2023	—		—
Balance at December 31, 2024	13,521,379	$	0.13
SARs granted (non-employee directors)	13,~~521~~369,~~379~~453	$	0.1310
Balance at December 31, 2024	13,521,379		0.13
Balance at December 31, 2025	26,890,832	$	0.12
Exercisable at December 31, 2024	—
Vested at December 31, 2025	13,521,379		0.13
Vested at December 31, 2024	—

	Number of SARs	Weighted-Average Exercise Price
Balance at December 31, 2023	—	$	—
SARs granted (non-employee directors)	13,521,379		0.13
Balance at December 31, 2024	13,521,379	$	0.13
Vested at December 31, 2024	—		—

As of December 31, ~~2024~~2025, unrecognized stock-based compensation expense related to non-employee director SARs was $~~830~~916 and is expected to be recognized over a weighted-average period of approximately 0.9 ~~year~~years. ~~During~~For the ~~year~~years ended December 31, 2025 and 2024, the Company recognized $953 and $119 of compensation expense related to SARs. ~~and~~The ~~recorded~~carrying avalue ~~corresponding~~amount ~~liability~~ of ~~$119~~the SAR liability, ~~reflecting~~measured ~~the~~at fair value, was $1,071 as of ~~outstanding~~December ~~awards~~31, 2025, and $199 as of December 31, 2024, and is presented within ~~accrued~~Accrued expenses and other current liabilities on the consolidated balance sheets.

The weighted-average assumptions utilized in the Black-Scholes option-pricing model to estimate the fair value of cash-settled SARs as of December 31, 2025 and 2024 are summarized in the following table:


	December 31,
	2024
Expected term (years)	5.4
Expected volatility	65.4	%
Risk-free interest rate	4.4	%


		December 31,		December 31,
		2025		2024
Closing share price	$	0.10		0.12
Exercise price		0.12		0.13
Expected term (years)		4.9		5.4
Expected volatility		97.2	%	65.4	%
Risk-free interest rate		3.7	%	4.4	%

15. Warrants

The Company values warrants issued in equity placements using the Black Scholes model to allocate the fair value of the proceeds from equity financings using a relative fair value approach. Like other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected life, and underlying share price volatility. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants. The Company calculates volatility of warrants based on the historical price of the Company’s stock. An increase/decrease in the volatility would have resulted in an increase/decrease in the fair value of the warrants.

In connection with the July 1, 2022 asset acquisition of Revo Squared, the Company issued a ten-year warrant to purchase 10,000,000 common shares at a per share exercise price equal to $0.22. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of December 31, 2024, no warrants have been exercised.

In connection with the July 15, 2022 asset acquisition of Assisi, the Company issued a ten-year warrant to purchase 22,000,000 common shares at a per share exercise price equal to $0.25. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of December 31, 2024, no warrants have been exercised.

As of December 31, 2024, details of the outstanding warrants were as follows:


Original Issue date	Exercise Price	Warrants Outstanding	Weighted-AverageRemaining Life
February 14, 2020 (Series A)	0.15	197,917	0.12
April 9, 2020 (Series B)	0.15	363,501	0.27
July 1, 2022 (Revo Squared)	0.22	10,000,000	7.50
July 15, 2022 (Assisi)	0.25	22,000,000	7.54
Balance at December 31, 2024		32,561,418

14. Warrants

FIn connection with the July 1, 2022 asset acquisition of Revo Squared, the Company issued a ten-26year warrant to purchase 10,000,000 common shares at a per share exercise price equal to $0.22. The warrants may be exercised on a cash or cashless basis, at the election of the warrant holder. As of December 31, 2025, no warrants have been exercised.

F-23

Table of Contents

Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~Cumulative~~As ~~warrants exercised and expired as~~ of December 31, ~~2024~~2025, details of the outstanding warrants were as follows:



Original Issue date	Exercise Price	Warrants Outstanding		Weighted-AverageRemaining Life
Warrant Series	Warrants Exercised		Amount		Warrants Expired		Amount
July 1, 2022 (Revo Squared)	0.22	10,000,000		6.50
February 14, 2020 (Series A)	21,677,084	$	4,293		—	$	—
July 15, 2022 (Assisi)	0.25	22,000,000		6.54
April 9, 2020 (Series B)	17,969,833		2,695		—		—
Balance at December 31, 2025		32,000,000
May 29, 2020 (Series C)	133,213,333		19,982		120,000		18
July 7, 2020 (Series D)	187,269,000		29,963		231,000		37
Total warrants	360,129,250	$	56,933		351,000	$	55

Cumulative warrants exercised and expired as of December 31, 2025 were as follows:

16. Income Taxes



Warrant Series		Warrants Exercised		Amount		Warrants Expired		Amount
February 14, 2020 (Series A)		21,677,084	$	4,293		197,917	$	30
April 9, 2020 (Series B)		17,969,833		2,695		363,501		55
May 29, 2020 (Series C)		133,213,333		19,982		120,000		18
July 7, 2020 (Series D)		187,269,000		29,963		231,000		37
Total warrants		360,129,250	$	56,933		912,418	$	140

15. Income Taxes

A summary of the components of the provision for income taxes is as follows:


	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Current income tax expense:
Federal	$	—	$	—
U.S. Federal	$	46	$	—
State		—		—
U.S. State		—		—
Foreign		125		158
Canada		—		—
Total current expense	$	125	$	158
Foreign		104		125
Total current expense	$	150	$	125

Deferred income tax (benefit) expense :
Deferred income tax benefit :
Federal	$	(638)		(1,547)
U.S. Federal	$	(192)		(638)
State		(44)		58
U.S. State		(236)		(44)
Canada		—		—
Foreign		—		—
Total deferred expense	$	(~~682~~428)	$	(~~1,489~~682)

Total income tax expense	$	(557)	$	(1,331)
Total income tax benefit	$	(278)	$	(557)

Loss (income) before income taxes:
Loss before income taxes:
United States	$	(4882,~~380~~889)	$	(3648,~~954~~380)
Foreign		841		1,094
Canada		—		—
Total loss before income taxes	$	(47,539)	$	(35,860)
Foreign		753		841
Total loss before income taxes	$	(82,136)	$	(47,539)

The ~~reconciliation~~state ofthat contributes the ~~combined~~majority ~~Canadian~~(greater ~~federal~~than ~~and~~50%) ~~provincial~~of ~~statutory~~the U.S. State deferred income tax ~~rate~~benefit offor ~~23%~~the toyears ~~the~~ended ~~effective~~December ~~tax~~31, ~~rate~~2025 isand as2024 ~~follows:~~was Florida.

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)


	December 31,		December 31,
	2024		2023
Loss before income taxes	$	(47,539)	$	(35,860)
Expected income tax (recovery) expense		(10,934)		(8,248)
Difference in foreign tax rates		684		674
State taxes and other adjustments		(44)		58
Foreign accrual property income		918		1,505
Stock-based compensation and non-deductible expenses		2,487		1,183
Prior period adjustment		3,280		(255)
Change in valuation allowance		3,052		3,752
Total income tax benefit	$	(557)	$	(1,331)

A reconciliation of the provision for income taxes to the amount computed by applying the 15% statutory Canada federal income tax rate to the income before income taxes after the adoption of ASU 2023-09 is as follows:

F-27


	December 31,
	2025		Percentages
Income tax expense at Canada federal statutory tax rate	$	(12,320)	15.0	%
State and local income tax, net of federal income tax effect		—	—
Foreign tax effects
Other jurisdictions		(8)	—
United States		—
State and local income tax, net of federal income tax effect		—	—
Statutory tax rate difference		(4,973)	6.1
Goodwill impairment		9,014	(11.0)
Valuation allowance		7,810	(9.5)
Other reconciling items		199	(0.2)
Total income tax benefit	$	(278)	0.3	%

A reconciliation of the provision for income taxes to the amount computed by applying the 23% statutory Canada income tax rate to the income before income taxes for the year prior to the adoption of ASU 2023-09 is as follows:


	December 31,
	2024
Loss before income taxes	$	(47,539)
Expected income tax (recovery) expense		(10,934)
Difference in foreign tax rates		684
State taxes and other adjustments		(44)
Changes in stock-based compensation		—
Foreign accrual property income		918
Stock-based compensation and non-deductible expenses		2,487
Prior period adjustment		3,280
Change in valuation allowance		3,052
Total income tax benefit	$	(557)

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

The following table summarizes the components of deferred tax:


	December 31,		December 31,
	~~2024~~2025		~~2023~~2024
Deferred tax assets
Intangible assets - licenses	$	4,236	$	4,236
Share issuance costs		~~655~~—		~~1,548~~655
Reserves		1,~~225~~428		1,~~050~~225
Non-capital loss carried forward - Canada		6,~~419~~513		96,~~581~~419
Net operating losses carried forward - US		1319,~~864~~859		813,~~260~~864
Investment tax credits		165		165
Lease liabilities		~~428~~520		~~607~~428
Stock-based compensation		34,~~885~~452		3,~~246~~885
Other		2,~~999~~321		12,~~737~~999
Total deferred tax assets	$	3339,~~876~~494	$	3033,~~430~~876

Deferred tax liabilities
Property and equipment		(2,~~795~~338)		(12,~~878~~795)
ROU assets		(~~380~~482)		(~~558~~380)
Intangibles		(~~3,797~~723)		(53,~~702~~797)
Other		(4243)		(1142)
Total deferred tax liabilities	$	(73,~~014~~586)	$	(87,~~149~~014)
Less: valuation allowance		(2735,~~318~~935)		(2327,~~419~~318)
Deferred tax liability, net	$	(~~456~~27)	$	(~~1,138~~456)

No deferred tax asset has been recognized for Canada, as it is not more likely than not to be realized. Consequently, a valuation allowance has been applied against the net deferred tax asset. The Canadian non-capital loss carry forwards expire as noted in the table below.


2039	$	919
2040		1,706
2041		2,215
2042		1,579
Total	$	6,419
2043		—
2044		—
2045		94
Total	$	6,513

The Company’s US federal net-operating income tax losses expire as follows:


2035	$	180
2036		323
2037		812
Indefinitely (subject to 80% limitation)		1419,~~729~~901
Derecognized under Section 382		(3,814)
Total	$	1217,~~230~~402

As of December 31, ~~2024~~2025, we had net operating loss carryforwards for U.S. federal and state income tax purposes of $1621,~~044~~216 and noncapital loss carryforwards for Canada of $6,~~419~~513, which will begin to expire in fiscal year 2039. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and noncapital loss carryforwards. In 2021, we concluded that, due to the limitations under Section 382, our U.S. federal and state income tax net operating loss carryforwards, as well as R&D credit carryforwards, for the periods prior to February 11, 2021, have been limited to zero. We therefore have derecognized $3,814 of this asset, reducing the carryforward of these amounts to $1217,~~230~~402.

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

In prior years, there were no uncertain tax positions. In connection with the acquisition of PulseVet®, as part of the BPA transaction completed in 2021, it was assessed that an uncertain tax position exists related to withholding taxes on royalties for approximately $265. An uncertain tax liability and an indemnification asset were recorded. It is the Company's policy to record interest within interest expense and penalties in non-operating income. Tax years subject to examination for US federal and state jurisdictions are generally years from 2021 and forward. Tax years subject to examination in Canada are from years 2020 and forward.

The Company is in an overall domestic net deferred tax liability position for the year ended December 31, ~~2024~~2025. Management has assessed that the future taxable income resulting from the deferred tax liability position will result in partial utilization of the Company's US federal and state net operating loss carryforwards and has therefore concluded a valuation allowance of $1525,~~901~~092 is currently necessary. Due to the uncertainty of realizing any tax benefits as of December 31, ~~2024~~2025 due to historical losses, a full valuation allowance remains necessary to fully offset our Canadian deferred tax assets.

17. Commitments and Contingencies

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of December 31, 2024, and continuing as of March 13, 2025, the Company is not aware of any pending or threatened material litigation claims against the Company.

Income taxes paid by jurisdiction, exceedimg 5% of the total income taxes paid by year, were as follows:


	December 31,
	2025
Japan	$	5
Switzerland		148
Total income taxes paid	$	153

16. Commitments and Contingencies

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of December 31, 2025, and continuing as of March 16, 2026, the Company is not aware of any pending or threatened material litigation claims against the Company.

Agreements with Qorvo Biotechnologies, LLC

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

Development and License Agreement with Brisby, Inc.

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

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

● $3,500 in aggregate cash payments, ~~split~~covering ~~between~~the initial license ~~fees~~fee, ~~and~~ equity interest, ~~upon the achievement of future~~ development milestones, ~~inclusive of development milestones~~ and commercial sales;

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

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

~~● $5,000 in cash payment upon reaching $15,000 in annual net sales of the licensed products.~~F-27

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

As● ~~of December 31~~$5,000 ~~2024,~~in ~~the~~warrants ~~Company~~upon ~~has~~reaching ~~made~~ $115,~~563~~000 in ~~cash~~annual ~~payments~~net ~~for~~sales ~~milestones~~of ~~achieved~~the ~~under~~licensed ~~this~~products, ~~agreement~~determined ~~and~~by ~~holds~~dividing athe ~~19.50%~~amount ~~equity~~due ~~stake~~by inthe ~~Brisby~~closing ~~Inc.~~price ~~The~~of ~~remaining~~the ~~cash~~Company’s ~~payments,~~common ~~totaling~~stock ~~$1,937,~~on ~~are due upon~~ the ~~achievement~~date ofthat ~~future~~net ~~development~~sales ~~milestones~~reach ~~and~~$15,000, ~~the~~as ~~first~~reported ~~commercial~~on ~~sales of~~ the ~~Smart~~OTCQB ~~Pet~~marketplace, ~~Pad~~with ~~and~~a ~~the~~term ~~Intelligent~~of ~~Pet~~10 ~~Bed~~years.

As of December 31, 2025, the Company has made $1,611 in cash payments for milestones achieved under this agreement and holds a 19.50% equity stake in Brisby Inc. The remaining cash payments, totaling $1,889, are due upon the achievement of future development milestones and the first commercial sales of the Smart Pet Pad and the Intelligent Pet Bed.

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

License and Supply Agreement with Cresilon, Inc.

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

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

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

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

●

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

●

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

●

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

●

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

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

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

18. Segment Information

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

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

● Therapeutic Devices, which consists of Assisi® and PulseVet® products.

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

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

The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments as of December 31, 2024:


	Year Ended December 31,
	Diagnostics				TherapeuticDevices				Consolidated
	2024		2023		2024		2023		2024		2023
Net revenue	$	2,433	$	1,377	$	24,852	$	23,809	$	27,285	$	25,186
Cost of revenue		2,207		2,042		5,991		5,826		8,198		7,868
Gross (loss) profit	$	226	$	(665)	$	18,861	$	17,983	$	19,087	$	17,318

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~For the year ended December 31, 2024, revenue from external customers in the U~~17.S. Segment totaled $22,556, while revenue from customers in foreign countries amounted to $4,729. For the year ended December 31, 2023, revenue from external customers in the U.S. was $20,682, with revenue from customers in foreign countries totaling $4,504.Information

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

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

●

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

●

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

●

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

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

The following is a reconciliation of consolidated revenue, cost of revenue, and gross profit amongst our reportable segments as of December 31, 2025 and 2024:


		Year Ended December 31,
		Diagnostics					Therapeutic Devices					Development Services					Consolidated
		2025		2024			2025		2024			2025		2024			2025		2024
Net revenue		$	2,801	$	2,433		$	26,197	$	24,852		$	3,032	$	-		$	32,030	$	27,285
Cost of revenue			2,506		2,207			6,873		5,991			972		-			10,351		8,198
Gross profit		$	295	$	226		$	19,324	$	18,861		$	2,060	$	-		$	21,679	$	19,087

19For the year ended December 31, 2025, revenue from external customers in the U.S. ~~Loss~~totaled ~~Per~~$26,461, ~~Share~~while revenue from customers in foreign countries amounted to $5,569. For the year ended December 31, 2024, revenue from external customers in the U.S. was $22,556, with revenue from customers in foreign countries totaling $4,729.


		December 31,		December 31,
		2024		2023
Numerator
Net loss for the period	$	(46,982)	$	(34,529)

Denominator
Weighted-average shares - basic		979,949,668		979,949,668

Loss per share - basic and diluted	$	(0.05)	$	(0.04)

As of December 31, 2024, and 2023, the Company had stock options outstanding of 89,051,943 and 93,349,943, respectively, and warrants outstanding of 32,561,418 in both years. These securities could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive.

20. Subsequent Events

We have evaluated events and transactions occurring subsequent to the consolidated balance sheet date of December 31, 2024, for potential recognition or disclosure in these financial statements.

The Company had applied to have its common shares quoted on the OTC Markets’ OTCQB® market tier, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter. The Company received approval, and trading of its common shares commenced on the OTCQB Market at the open of business on March 5, 2025, under the trading symbol “ZOMDF”.

Additionally, the lease for our corporate headquarters at 100 Phoenix Drive, Suite 190, Ann Arbor, Michigan, expired on January 31, 2025, and a new lease commenced on February 1, 2025, at 1101 Technology Drive, Suite 100, Ann Arbor, Michigan.F-29

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Zomedica Corp.

Notes to the Consolidated Financial Statements

(United States Dollars in Thousands)

~~Based~~18. onLoss ~~our~~Per ~~evaluation, no other subsequent events have been identified that require adjustment or additional disclosure in the consolidated financial statements.~~Share


	Year Ended December 31,
	2025		2024
Numerator
Net loss for the period	$	(81,858)	$	(46,982)

Denominator
Weighted-average shares - basic		979,949,668		979,949,668

Loss per share - basic and diluted	$	(0.08)	$	(0.05)

As of December 31, 2025, and 2024, the Company had stock options outstanding of 94,338,469 and 89,051,943, respectively, and warrants outstanding of 32,000,000 and 32,561,418, respectively. These securities could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted loss per share in the periods presented, as their effect would be anti-dilutive.

19. Subsequent Events

We have evaluated events and transactions occurring subsequent to the consolidated balance sheet date of December 31, 2025, for potential recognition or disclosure in these financial statements.

~~F-31~~

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Exhibit Number		Description

2.1		Stock Purchase Agreement, dated October 1, 2021, by and between Zomedica Inc. and Branford PVT Mid-Hold, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 1, 2021 (File No. 001-38298))
2.2		Asset Purchase Agreement, dated June 14, 2022, by and between Zomedica Inc. Revo Squared LLC, the Principal Member (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 21,2022 (File No. 001-38298))
2.3		Asset Purchase Agreement, dated July 15, 2022, by and between Zomedica Inc. and Assisi Animal Health LLC, the Principal Member (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2022 (File No. 001-38298))
2.4		Stock Purchase Agreement dated September 4, 2023 by and between Zomedica Inc., the sellers party thereto, and SMP VG Holdco Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 6, 2023 (File No. 001-38298))
2.5		LLC Membership Interest Purchase Agreement dated October 4, 2023 by and between Zomedica Inc. and Qorvo US, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 10, 2023 (File No. 001-38298))
3.1		Articles of Amalgamation of Zomedica Corp. and all amendments thereto, as well as all Certificates issued in respect thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 12, 2021 (File No. 001-38298))
3.2		Amended and Restated By-Law No. 1 (2nd Version) of Zomedica Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2020 (File No. 001-38298))
4.1		Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed with the Commission on February 26, 2020 (File No. 001-38298))
4.2		Form of Common Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 13, 2020 (File No. 001-38298))
4.3		Form of Placement Agent Warrant issued in connection with February 2020 offering (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 13, 2020 (File No. 001-38298))
4.4		Form of Series B Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 8, 2020(File No. 001-38298))
4.5		Form of Placement Agent Warrant issued in connection with April 2020 offering (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 8, 2020 (File No. 001-38298))
10.1+		Executive Employment Agreement, dated October 1, 2021, among Zomedica Inc., Zomedica Corp. and Larry Heaton (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2021 (File No. 001-38298))
10.2+		Amendment to Executive Employment Agreement of Larry C. Heaton dated April 1, 2024 (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 10-K filed with the Commission on April 1, 2024 (File No. 001-38298))
10.3+		~~Employment~~Offer ~~Agreement~~letter, dated ~~December~~November 186, ~~2024~~2023, ~~between~~among Zomedica ~~Corp~~Inc., Zomedica ~~Inc~~Corp., and ~~Scott~~Russell ~~Jordan~~Kevin Klass (incorporated by reference to Exhibit 10.13 to the Company’s ~~Current~~Quarterly Report on Form ~~8‑K~~10-Q filed with the ~~Commission~~commission on ~~December~~May 199, 2024 (File No. 001-38298))
10.4+		Offer letter, dated November 6, 2023, among Zomedica Inc., Zomedica Corp., and Russell Kevin Klass (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the commission on May 9, 2024 (File No. 001-38298))
10.4		Lease Agreement entered into as of November 15, 2024 by and between 1101 Technology Drive, L.L.C. and Zomedica Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K filed with the Commission on November 19, 2024 (File No. 001-38298))
10.5		~~Second~~Amended ~~Lease Amendment, effective September 15, 2021, by~~ and ~~between~~Restated ~~Zomedica~~Stock ~~Inc.~~Option ~~and~~Plan ~~Wickfield Phoenix LLC~~ (incorporated by reference to Exhibit 10.21 to the Company’s ~~Quarterly~~Registration ~~Report~~Statement on Form 10S-Q8 filed with the Commission on ~~November~~July 123, ~~2021~~2024 (File No. ~~001~~333-~~38298~~280679))
10.6		~~Lease~~Stock ~~Agreement~~Appreciation ~~entered~~Rights ~~into~~Plan ~~as of November 15, 2024 by and between 1101 Technology Drive, L.L.C. and Zomedica Inc.~~ (incorporated by reference to Exhibit 10.15 to the Company’s ~~Current~~Quarterly Report on Form ~~8‑K~~10-Q filed with the Commission on November 197, 2024 (File No. 001-38298))
10.7		~~Amended~~Stock ~~and~~Appreciation ~~Restated~~Rights ~~Stock~~Agreement ~~Option~~(Employees) ~~Plan~~ (incorporated by reference to Exhibit 10.13 to the Company’s ~~Registration~~Quarterly ~~Statement~~Report on Form S10-8Q filed with the Commission on ~~July~~November 37, 2024 (File No. ~~333~~001-~~280679~~38298))
10.8		Stock Appreciation Rights ~~Plan~~Agreement (Directors) (incorporated by reference to Exhibit 10.54 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2024 (File No. 001-38298))
10.9		Stock Appreciation Rights Agreement (Employees) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2024 (File No. 001-38298))
10.9+		Consulting Agreement, effective June 17, 2022, by and between Zomedica Corp. and Dr. Stephanie Morley (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the commission on August 15, 2022 (File No. 001-38298))
10.10		~~Stock~~Lease ~~Appreciation~~Agreement, ~~Rights~~effective ~~Agreement~~April ~~(Directors)~~1, 2022, by and between Zomedica Inc. and ULF Northfield Business Center (incorporated by reference to Exhibit 10.43 to the Company’s Quarterly Report on Form 10-Q filed with the ~~Commission~~commission on ~~November~~August 715, ~~2024~~2022 (File No. 001-38298))
10.11+		Consulting Agreement, effective June 17, 2022, by and between Zomedica Corp. and Dr. Stephanie Morley (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the commission on August 15, 2022 (File No. 001-38298))
10.11		Lease Agreement, effective July 1, 2022, by and between Zomedica Inc. and Lebow 1031 Legacy, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the commission on November 14, 2022 (File No. 001-38298))

F-3231

Table of Contents



Exhibit Number		Description

10.12		~~Lease~~License Agreement, effective ~~April~~November 1, ~~2022~~2021, by and between The Wheelership LLC and Assisi Animal Health, as assumed by Zomedica Inc. ~~and~~effective ~~ULF~~July ~~Northfield~~15, ~~Business~~2022 ~~Center~~ (incorporated by reference to Exhibit 10.311 to the Company’s ~~Quarterly~~Current Report on Form 10-QK filed with the ~~commission~~Commission on ~~August~~April 151, ~~2022~~2024 (File No. 001-38298))
10.13		~~Lease~~Form ~~Agreement,~~of ~~effective~~Indemnity ~~July 1, 2022, by and between Zomedica Inc. and Lebow 1031 Legacy, LLC~~ (incorporated by reference to Exhibit 10.220 to the Company’s ~~Quarterly~~Current Report on Form 10-QK filed with the ~~commission~~Commission on ~~November~~March 1415, ~~2022~~2023 (File No. 001-38298))
10.14		~~License~~Structured ~~Agreement~~Monitoring Products, ~~effective~~Inc. ~~November~~Distribution 1,Agreement ~~2021~~dated January 13, 2023 by and between ~~The~~Zomedica ~~Wheelership~~Inc. ~~LLC~~ and ~~Assisi~~Structured ~~Animal~~Monitoring ~~Health~~Products, ~~as assumed by Zomedica~~ Inc. ~~effective July 15, 2022~~ (incorporated by reference to Exhibit 10.111 to the Company’s Current Report on Form 108-K filed with the Commission on ~~April~~January 120, ~~2024 (File No. 001-38298~~2023))
10.15		Form of Indemnity (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 10-K filed with the Commission on March 15, 2023 (File No. 001-38298))
10.15***		BAW Sensor Supply Agreement by and among Qorvo Biotechnologies, LLC, Zomedica Inc. and Zomedica Corp. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023 (File No. 001-38298))
10.16		~~Structured~~First ~~Monitoring~~Amendment ~~Products,~~to ~~Inc.~~Multi-Tenant ~~Distribution~~Industrial ~~Agreement~~Triple ~~dated~~Net ~~January~~Lease 13entered into as of May 10, 2023 by and between ~~Zomedica~~ULF ~~Inc.~~Northfield ~~and~~Business ~~Structured~~Center ~~Monitoring~~LLC ~~Products,~~and Zomedica Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on ~~January~~May 2011, 2023 (File No. 001-38298))
10.17***		BAW Sensor Supply Agreement by and among Qorvo Biotechnologies, LLC, Zomedica Inc. and Zomedica Corp. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 24, 2023 (File No. 001-38298))
10.17		First Amendment to BAW Supply Agreement dated October 4, 2023 by and among Qorvo Biotechnologies, LLC, Qorvo US, Inc., Zomedica Inc. and Zomedica Corp. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 10, 2023 (File No. 001-38298))
10.18		First Amendment to Multi-Tenant Industrial Triple Net Lease entered into as of May 10, 2023 by and between ULF Northfield Business Center LLC and Zomedica Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023 (File No. 001-38298))
10.18+		Consulting Agreement, dated August 14, 2024, between Zomedica Inc. and Peter Donato (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Commission on August 14, 2024 (File No. 001-38298)).
10.19		First Amendment to BAW Supply Agreement dated October 4, 2023 by and among Qorvo Biotechnologies, LLC, Qorvo US, Inc., Zomedica Inc. and Zomedica Corp. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 10, 2023 (File No. 001-38298))
10.19+		Separation Agreement, dated April 28, 2025, between Zomedica Inc. and Scott Jordan (incorporated by reference to Exhibit 10.21 to the Company's Form 8-K filed with the Commission on April 30, 2025 (File No. 001-38298)).
10.20+		~~Consulting~~Offer ~~Agreement~~letter, dated ~~August~~April 1419, ~~2024~~2022, ~~between~~among Zomedica Inc., Zomedica Corp., and ~~Peter~~Karen ~~Donato~~Dehaan-Fullerton (incorporated by reference to Exhibit 10.122 to the Company'’s ~~Form 8~~10-K filed with the Commission on ~~August~~March 1413, ~~2024~~2025 (File No. 001-38298)).
10.21+		~~Separation~~Offer ~~Agreement~~letter, dated ~~August~~December 1429, ~~2024~~2021, ~~between~~among Zomedica Inc., Zomedica Corp., and ~~Peter~~Tony ~~Donato~~Blair (incorporated by reference to Exhibit 10.223 to the Company'’s ~~Form 8~~10-K filed with the Commission on ~~August~~March 1413, ~~2024~~2025 (File No. 001-38298)).
10.22+**		Offer letter, dated April 19, 2022, among Zomedica Inc., Zomedica Corp., and Karen Dehaan-Fullerton
10.23+**		Offer letter, dated December 29, 2021, among Zomedica Inc., Zomedica Corp., and Tony Blair
19.1**		Insider Trading Policy (Included in Code of Ethics Policy)
21.1**		List of Subsidiaries
23.1**		Consent of Grant Thornton LLP
31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
97.1		Zomedica Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Current Report on form 10-K filed with the Commission on April 1, 2024 (File No. 001-38298))
99.1*		NYSE American Notice of Trading Suspension and Initiation of Delisting Procedures, dated March 4, 2025.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

#	The registrant has received confidential treatment for certain portions of this exhibit.

+	Indicates management contract or compensatory plan.

*	Furnished herewith.

**	Filed herewith.

***	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Item 16. Form 10-K Summary

Filing Compare · Zomedica Corp.