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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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GCT SEMICONDUCTOR HOLDING, INC.
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May 12, 2026
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By:
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/s/ Edmond Cheng
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Name:
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Edmond Cheng
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Title:
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Chief Financial Officer
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| • |
5G chipset shipments in Q1 of 2026 increased sequentially by approximately 58% to 3,000
units, signaling the anticipated commercial ramp, which is expected to continue throughout the year as additional orders from lead customers are received.
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Expanded licensing agreement with one of the world's largest satellite communications providers to include additional GCT 5G and 4G chipset integrations across
next-generation user equipment, reinforcing the Company’s role in enabling seamless satellite-terrestrial connectivity, broadening deployment scope, and supporting a multi-phase pathway for increased chipset adoption. The initial 5G chipset
shipments to this partner remain on track to begin in the second half of 2026.
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| • |
Net revenues were $1.9 million, a 287.1% increase from $0.5 million.
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Gross margin for the three months ended March 31, 2026 increased to 49.3% compared to 17.7% in the period ended March 31, 2025, primarily due to higher margins from the Company’s service offerings and increased share of 5G
platform sales throughout the 2026 fiscal first quarter.
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Total operating expenses were $7.1 million, a 9.6% decrease from $7.8 million.
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Investor relations website: investors.gctsemi.com
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Investor relations contact: Gateway Group, Ralf Esper, GCT@gateway-grp.com
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Media contact: media@gctsemi.com
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March 31, 2026
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December 31, 2025
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Assets
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Current assets:
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Cash and cash equivalents
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$
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7,185
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$
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590
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Accounts receivable, net
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2,414
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2,597
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Inventory
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1,558
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947
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Contract assets
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5,110
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5,432
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Prepaid expenses and other current assets
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2,770
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2,318
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Total current assets
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19,037
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11,884
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Property and equipment, net
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2,470
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2,671
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Operating lease right-of-use assets
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513
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708
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Other assets
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358
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381
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Total assets
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$
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22,378
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$
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15,644
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Liabilities and Stockholders’ Deficit
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Current liabilities:
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Accounts payable
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$
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702
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$
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628
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Contract liabilities
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131
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—
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Accrued and other current liabilities
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21,143
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21,680
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Common stock forward liability
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—
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3
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Borrowings
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52,068
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56,589
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Operating lease liabilities, current
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491
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686
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Total current liabilities
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74,535
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79,586
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Long-term borrowings
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661
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—
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Convertible promissory notes, net of current
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4,964
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6,046
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Net defined benefit liabilities
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7,158
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7,598
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Long-term operating lease liabilities
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35
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41
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Other taxes payable
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2,289
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2,265
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Warrant liabilities
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5,995
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2,870
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Other liabilities
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677
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531
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Total liabilities
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96,314
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98,937
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Commitments and contingencies (Note 7)
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Stockholders’ deficit:
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Preferred stock
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—
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—
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Common stock
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7
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6
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Additional paid-in capital
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538,957
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520,925
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Accumulated other comprehensive income
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2,369
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1,181
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Accumulated deficit
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(615,269
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)
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(605,405
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)
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Total stockholders’ deficit
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(73,936
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)
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(83,293
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)
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Total liabilities and stockholders’ deficit
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$
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22,378
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$
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15,644
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Three Months Ended
March 31, |
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2026
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2025
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Net revenues:
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Product
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$
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472
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$
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91
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Service
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1,448
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405
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Total net revenues
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1,920
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496
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Cost of net revenues:
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Product
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895
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207
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Service
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78
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201
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Total cost of net revenues
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973
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408
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Gross profit
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947
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88
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Operating expenses:
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Research and development
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3,174
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4,096
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Sales and marketing
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1,158
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1,118
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General and administrative
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2,747
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2,614
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Total operating expenses
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7,079
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7,828
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Loss from operations
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(6,132
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)
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(7,740
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)
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Interest expense
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(1,809
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)
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(1,070
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)
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Gain on foreign currency transactions, net
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2,578
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21
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Change in fair value of common stock forward liability
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3
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295
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Change in fair value of common stock warrant liabilities
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(3,125
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)
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1,649
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Change in fair value of convertible promissory notes
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(1,286
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)
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(19
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)
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Other income, net
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35
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1
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Loss before provision for income taxes
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(9,736
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)
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(6,863
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)
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Provision for income taxes
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128
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105
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Net loss
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$
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(9,864
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)
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$
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(6,968
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)
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Net loss per common share:
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Basic and diluted
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$
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(0.15
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)
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$
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(0.15
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)
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Weighted average common shares outstanding, basic and diluted
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66,070
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47,606
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