# Comstock Inc.: Form 10-Q for the period ended Mar 31, 2022

- Company: [Comstock Inc.](/companies/lode.md) (CIK 1120970)
- Form: 10-Q
- Filed: 2022-05-02
- Accepted by EDGAR: May 2, 2022, 16:49 ET
- Period: 2022-03-31
- Accession: 0001120970-22-000046
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1120970/000112097022000046/lode-20220331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1120970/000112097022000046/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-01-01 to 2022-03-31 | $54.6k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Gross profit | 3 months, 2022-01-01 to 2022-03-31 | $54.6k | us-gaap:GrossProfit |
| Research and development | 3 months, 2022-01-01 to 2022-03-31 | $1.2m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2022-01-01 to 2022-03-31 | $2.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2022-01-01 to 2022-03-31 | −$4.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2022-01-01 to 2022-03-31 | $324.7k | us-gaap:InterestExpense |
| Net income | 3 months, 2022-01-01 to 2022-03-31 | −$6.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2022-01-01 to 2022-03-31 | −$0.09 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2022-01-01 to 2022-03-31 | −$0.09 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2022-01-01 to 2022-03-31 | 67,351,776 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2022-01-01 to 2022-03-31 | −$3.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2022-01-01 to 2022-03-31 | $782.5k | us-gaap:PaymentsToAcquireProductiveAssets |
| Cash and equivalents | at 2022-03-31 | $2.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2022-03-31 | $10.2m | us-gaap:AssetsCurrent |
| Total assets | at 2022-03-31 | $115.1m | us-gaap:Assets |
| Current liabilities | at 2022-03-31 | $22.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-03-31 | $33.3m | us-gaap:Liabilities |
| Long-term debt | at 2022-03-31 | $4.5m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2022-03-31 | $78.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 26,760 characters.

### RESULTS OF OPERATIONS

*The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated financial condition and results of operations. This discussion should be read in conjunction with the Consolidated Financial Statements included herewith and the footnotes thereto and the risk factors contained herein.*

OVERVIEW

Comstock innovates technologies that enable systemic decarbonization and circularity by efficiently converting under-utilized waste and renewable natural resources into fuels and electrification products that contribute to balancing global uses and emissions of carbon. We intend to use our technologies to achieve exponential growth and extraordinary financial, natural and social returns by:

- building, owning, and operating a fleet of advanced carbon neutral extraction and refining facilities;
- selling an array of complimentary process solutions and related services, and
- licensing selected technologies to qualified strategic partners.

Our objective is to generate over $16 billion in revenue on an annualized basis by 2030, by responsibly producing and selling renewable energy products that enable us, our clients, and their downstream stakeholders to reduce greenhouse gas emissions by at least 100 million metric tons per year. Meeting that objective would offset the equivalent of more than 234 million barrels per year of fossil fuel, or about 6% of the U.S. transportation burn.

Our technologies unlock vast quantities of historically wasted and unused feedstock supplies with enough short cycle carbon to offset many billions of metric tons of long cycle fossil fuel emissions worldwide. Most of that potential is provided by our *Cellulosic Fuels* technologies, which efficiently convert wasted, unused, widely-available and rapidly-replenishable woody biomass into intermediates and precursors for the production of carbon neutral oil, ethanol, gasoline, renewable diesel, jet fuel, marine fuel, and other renewable replacements for long cycle fossil derivatives. Our full portfolio of patented, patent-pending and proprietary technologies includes many additional processes that complement and add to that potential.

We expect to use our technologies to meet our 2030 objectives with less than just 8% of the biomass residues produced annually in the U.S., however, we have structured our business to achieve and enable exponentially greater gains. We believe that the Earth’s natural carbon cycle provides the simplest, fastest, most scalable and most practical path for enabling systemic decarbonization and achieving a net zero carbon world. Our strategic plan is consequently based on innovating and using our technologies and renewable energy products to simultaneously:

- reduce reliance on long cycle fossil fuels;
- shift supply chains that terminate in combustion to short cycle renewable fuels; and
- lead and support the adoption and growth of a highly profitable, balanced worldwide short cycle ecosystem that continuously offsets, recycles, and contributes to neutralizing global carbon emissions by rapidly growing and replenishing vast quantities of feedstock for renewable circular fuels

In that fashion, we plan to empower our clients, the industries in which they operate, and the populations they serve to *Burn Less* fossil fuels, to *Burn Smarter* with renewable fuels, to *Burn Cleaner* by recycling emissions into additional renewable fuels, and to thereby make disruptive contributions to global decarbonization and helping to achieve a net zero carbon world.

RECENT DEVELOPMENTS

Comstock historically focused on natural resource exploration, development, and production, with an emphasis on mining gold and silver resources from its extensive contiguous property holdings in the historic Comstock and Silver City mining districts in Nevada (collectively, the “Comstock Mineral Estate”). We subsequently focused on mineral exploration and development activities in anticipation of continued production, while evaluating and exploiting opportunities for the monetization of selected assets, debt elimination, new investments, and diversification.

During 2020 and 2021, we completed a series of transactions that were designed to build on our competencies and reposition us to capitalize on the global transition to clean energy. Those transactions primarily included (i) our option to sell Comstock Mining LLC, the owner of our Lucerne resource area in Storey County, Nevada, and related permits, (ii) our acquisitions of 100% of Comstock Innovations Corporation (F/K/A Plain Sight Innovations Corporation), 100% of Comstock Engineering Corporation (F/K/A Renewable Process Solutions, Inc.), 100% of MANA Corporation, and approximately 90% of LINICO Corporation, (iii) our acquisition of the intellectual property portfolio from FLUX Photon Corporation, and (iv) our investments of 48.19% of Quantum Generative Materials LLC, and other minority investments. These transactions added the management, employees, facilities, intellectual properties, and other assets needed to transform our company and business into an emerging leader in the innovation and sustainable production of renewable energy products, primarily by commercializing two new lines of business, cellulosic fuels and electrification metals. Additional information on these transactions is provided in Note 2 to our Condensed Consolidated Financial Statements, *Acquisitions and Investments.*

The acquisitions and business integrations during 2021 established our new renewable energy platform for growth. We will innovate and commercialize technologies that contribute to global decarbonization by efficiently converting under-utilized natural resources into renewable fuels and electrification products that shift supply chains away from fossil fuels. We will also lead and support the adoption and growth of a balanced net zero ecosystem based on the feedstocks unlocked by our technologies, with powerful embedded economic incentives for our clients, their industries, and the populations they serve to decarbonize.

We will rapidly achieve exponential growth and extraordinary financial, natural, and social gains by building, owning, and operating a fleet of advanced carbon neutral extraction and refining facilities, by selling an array of complimentary process solutions and related services, and by licensing selected technologies to qualified strategic partners

Our goal is to generate over $16 billion in revenue on an annualized basis by 2030, by producing and selling renewable energy products that enable us, our clients, and their downstream stakeholders to reduce greenhouse gas emissions by at least 100 million metric tons per year. Meeting that objective would offset more than 234 million barrels per year of fossil fuel, or about 6% of the U.S. transportation burn, and require an estimated 8% of the existing biomass residues produced annually in the U.S.

Such scales are achievable by leveraging existing external fuel infrastructure. Our expanded team has extensive experience in the renewable fuels industry, having designed and built several dozen renewable fuel production facilities in the U.S. We have already made remarkable progress. We are currently building commercial pilot scale cellulosic fuels and LIB facilities, and we are preparing to commence operations at our full-scale LIB recycling facility later this year. We have also made significant strides in developing and establishing our new facilities and forging new revenue and licensing streams that we will soon share.

We have also made meaningful progress and will complete the monetization of our non-strategic assets, as quickly as possible, while funding our new businesses and limiting our outlook and focus to the objectives outlined above.

The Company’s Annual General Meeting is scheduled for May 26, 2022, where we plan presenting a more detailed outlook of our business plans, schedules, and near-term revenues and showcasing our renewable energy businesses.

COVID-19

The outbreak in 2020 of the novel coronavirus (“COVID-19”) resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, including the implementation of social distancing measures, quarantine periods and travel bans, have caused material disruptions to many businesses and negatively impacted economic activities. Global equity markets have experienced significant volatility. Governments and their central banks have reacted with significant fiscal and monetary interventions designed to mitigate the impacts and stabilize economic conditions. The impact and ultimate duration of the COVID-19 outbreak is currently unknown, as is the efficacy of these governmental interventions. For more than two years in Nevada, local governments, state health officials, emergency managers, local health authorities and community partners have come together in a statewide response to COVID-19. Processes continue to be in place to support testing, contact tracing, disease investigation and vaccine rollout in communities throughout the state. On February 10, 2022, after a marked decline in new omicron variant cases, Nevada Governor Steve Sisolak issued Directive 052 and announced that the state was dropping its statewide mask mandate, "effective immediately." We are operating in alignment with these guidelines for protecting the health of our employees, partners and suppliers.

COMPARATIVE FINANCIAL INFORMATION

Below we set forth a summary of comparative financial information for the three months ended March 31, 2022 and 2021:

|  | 3/31/2022 |  | 3/31/2021 | Change |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $54,625 |  | $48,500 | $6,125 |
| Cost of goods sold | — |  | — | — |
| Gross profit | 54,625 |  | 48,500 | 6,125 |
| Selling, general and administrative expenses | 2,402,766 |  | (465,226) | 2,867,992 |
| Research and development | 1,195,418 |  | — | 1,195,418 |
| Depreciation and amortization | 844,529 |  | 115,968 | 728,561 |
| Total operating expenses | 4,442,713 | 4442713 | (349,258) | 4,791,971 |
| Loss from operations | (4,388,088) |  | 397,758 | (4,785,846) |
| Other Income (Expense) |  |  |  |  |
| Gain (loss) on investments | 351,624 |  | (706,911) | 1,058,535 |
| Interest expense | (324,724) |  | (144,829) | (179,895) |
| Interest income | 356,861 |  | 155,473 | 201,388 |
| Change in fair value of derivative instruments | 3,065,000 |  | 7,487,249 | (4,422,249) |
| Impairment of investments and intangible assets | (4,476,889) |  | — | (4,476,889) |
| Other income (expense) | (1,130,807) |  | 999,491 | (2,130,298) |
| Total other income (expense), net | (2,158,935) |  | 7,790,473 | (9,949,408) |
| Net income (loss) | $(6,547,023) |  | $8,188,231 | (14,735,254) |
| Net income (loss) attributable to noncontrolling interest | $(168,468) |  | $— | (168,468) |
| Net income (loss) available to Comstock Mining Inc, | $(6,378,555) |  | $8,188,231 | $(14,566,786) |

RESULTS OF OPERATIONS

#### Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Revenues and gross profit for the three months ended March 31, 2022, increased to $54,625 from $48,500 for the same period in 2021, as a result of a slight increase in rental revenue from its higher rental income from its Gold Hill Hotel lease, which commenced in February 2021.

Selling, general and administrative expense for the three months ended March 31, 2022 increased to $2,402,766 from $(465,226) for 2021, primarily as a result of 2021 adjustments to the reclamation liability estimate, which was reduced by $0.9 million as a result of extending the estimated reclamation timing to five years, and the Northern Comstock accelerated payment reimbursed by Tonogold of $0.8 million, which adjustments reduced expenses during the three months ended March 31, 2021. In addition, we had an increase of approximately $1 million from higher employee costs related to new employees from 2021 acquisitions, higher legal and accounting fees and other costs, also from the increased 2021 transaction activity. Revenue, costs of sales, gross profit, and selling, general and administrative expenses in future periods will vary significantly depending on a number of factors, including the amount of renewable energy products that we produce and sell, the market prices for those products, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.

Research and development expenses for the three months ended March 31, 2022 were $1,195,418 and included costs related to development of a pilot scale system for processing woody biomass into intermediate materials that can be converted into paper products and fuels and the pilot scale system for crushing and separating lithium ion batteries. These systems will be used to validate the processes and develop parameters for upscaling these renewable technologies. Our Comstock Engineering and Comstock Innovations subsidiaries, which were acquired in the second and third quarters of 2021, respectively, are leading the developments of these commercializing technologies. No similar costs were incurred in the first quarter 2021.

During the three months ended March 31, 2022, the Company recorded a gain on investments of $351,624, as compared to a loss on investments for the same period in 2021 of $706,911. The 2022 gain was primarily due to an increase in the fair value of Tonogold common shares held of $415,205, partially offset by a realized loss of $55,769 in Tonogold common shares sold, offset in part by a decrease in the market value of other securities. The 2021 loss was primarily due to a decrease in fair value of $891,039, partially offset by a realized gain of $193,664 and a decrease in the market value of other securities.

The change in fair value of our derivative instruments decreased by $4,422,249 for the three months ended March 31, 2022 as compared to the change in fair value of our derivatives for the same period in 2021 as a result of an increase in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common shares, including $1,140,000 for Quantum Generative Materials LLC ("GenMat"), $595,000 for LP Biosciences LLC ("LPB"), $1,330,000 from the additional LINICO investment made on December 30, 2021. The increase from the three months ended March 31, 2021, was attributable to an increase in the fair values of the MCU derivative asset of $497,250 and the LINICO derivative asset of $6,989,999.

Impairment losses for the three months ended March 31, 2022 were $4,476,889. We recognized an impairment loss of $4,084,268 as a result of investments in MCU and MCU-P and the MCU-P note receivable, which were deemed unrecoverable as of March 31, 2022 from a significant decline in forecasted cash flows from the MCU-P operations. We also recognized impairment losses of $338,034 related to the FPC intangible asset as a result of historical and continuing losses and an inability to recover the investment through the use of their technology, and $54,587 related to the LPB investment prior to settlement in exchange for 3,500,000 of the Company's shares.

Other expenses, net for the three months ended March 31, 2022 were $1,130,807, which primarily consisted of a reduction in value of the Tono Note of $605,000, losses from our equity method investments of $266,903, LPB settlement expense of $250,000 and other losses of $23,556, primarily from losses on equity method investments.

Other income, net for the three months ended March 31, 2021 were $999,491, primarily consisted of gains from the change in fair value of the Tonogold note receivable of $745,500 and Tono Note amendment fee income of $262,500, and other expenses of $8,509, primarily from losses on equity method investments.

Interest income increased by $201,388 for the three months ended March 31, 2022, as compared to 2021, primarily due to an increase in the average Tonogold outstanding note receivable principal balance from 2022, and an increase in the average interest rate, due to an increase from the stated 12% rate to the 18% default rate since September 2021.

Interest expense increased by $179,895 for the three months ended March 31, 2022, as compared to 2021, primarily due to GHF note interest and interest related to the LINICO lease liability, both of which originated in December 2021, compared to partial period interest accrued for promissory notes that were paid off during the three months ended March 31, 2021.

Net loss was $6,547,023 for the three months ended March 31, 2022, as compared to a net income of $8,188,231for the same period in 2021. The $14,735,254 decrease in net income primarily resulted from a $4,422,249 decrease in gains from the estimated fair value of the derivative assets related to LINICO, GenMat and MCU, a $4,476,889 increase in expenses from the impairment of the Flux Photon intangible as well as the MCU and MCU-P related investments and notes receivable, a $2,867,992, increase in selling, general and administrative expenses, primarily from acquisition, acquisition personnel and related transactional expenses, an increase of $1,195,418 for research and development expenses and a $605,000 decrease in estimated fair value of the Tonogold note receivable, all when compared to the comparable 2021 period.

OUTLOOK

The 2021 cellulosic fuels and lithium-ion battery recycling acquisitions and business integrations established our new renewable energy platform for growth. We will innovate and commercialize technologies that contribute to global decarbonization by efficiently converting under-utilized natural resources into renewable fuels and electrification products that shift supply chains away from fossil fuels. We will also lead the adoption and growth of a balanced net zero ecosystem based on an abundance of feedstocks unlocked by our technologies, with powerful economic benefits to us, our clients, their industries, and the populations they serve to decarbonize. These two renewable energy businesses position us to achieve exponential growth and extraordinary financial, natural, and social gains by building, owning, and operating a fleet of advanced carbon neutral extraction and refining facilities and lithium-ion battery recycling facilities, producing an array of renewable fuels and electrification products.

Our goal will generate billions in revenue by 2030, by producing and selling renewable energy products that enable us and our customers to reduce greenhouse gas emissions by at least 100 million metric tons per year. Meeting that objective would offset more than 234 million barrels per year of fossil fuel, or about 6% of the U.S. transportation burn, and only require an estimated 8% of the existing biomass residues produced annually in the U.S.

Such scales are achievable quickly by leveraging existing external fuel infrastructure. Our expanded team has extensive experience in the renewable fuels industry, having designed and built several dozen renewable fuel production facilities in the U.S. We have already made remarkable progress. We are currently building commercial pilot scale cellulosic fuels and LIB facilities, and we are preparing to commence operations of our crushing and separating systems that will produce mineral-rich black mass at our 137,000 square foot LIB recycling facility later this year and deploy our lithium extraction capability in the same facility, next year. Our pilot scale cellulosic fuel system will also be operational, at our Wisconsin facility, later this year, positioning the ramp of our first ten cellulosic fuel biorefineries that will produce an array of biofuels for today’s infrastructure.

We have also made meaningful progress and will complete the monetization of our non-strategic assets, as quickly as possible, while funding our new businesses and limiting our outlook and focus to the objectives outlined above.

The Company’s Annual General Meeting is scheduled for May 26, 2022, where we plan to present a more detailed outlook of our business plans, schedules, and near-term revenues while showcasing our two renewable energy businesses.

LIQUIDITY AND CAPITAL RESOURCES

Our financial position and liquidity is based on our ability to generate cash flows from our operations, as well as our net sources of capital from financing as generally compared to our net uses of capital from investing activities. Our cash balances at March 31, 2022 and December 31, 2021 were $2,249,007 and $5,912,188, respectively. The Company had current assets of $10,184,360 and current liabilities of $22,088,196, representing working capital deficit, net of cash, of $14,152,843 at March 31, 2022.

During the three months ended March 31, 2022, we used $3,861,238 in cash in our operating activities, $226,275 in our investing activities, and sourced $424,332 from our financing activities. During the three months ended March 31, 2021, we used $2,207,298 in cash in our operating activities, and $3,245,343 in our investing activities and we sourced $13,315,506 from our financing activities. During the three months ended March 31, 2021, 4,423,842 common shares were issued through equity issuance and private placement agreements at an average price per share of $4.07 and net proceeds of $17,022,001, net of cash issuance fees of $997,999.

On April 12, 2022, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Leviston Resources LLC (“Leviston”) for the purchase of up to $10,000,000 worth of shares of the Company’s common stock from time to time, at the Company’s option, on terms deemed favorable to the Company. Any shares offered and sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 and the related prospectus (File No. 333-263930) filed by the Company with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Securities Act”). Sales of common stock, if any, under the Purchase Agreement may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act, at a discount of 10% to the volume weighted average sales price of the common stock on the date that Leviston receives a capital call from the Company. In consideration of Leviston’s agreement to enter the Purchase Agreement, the Company agreed to deliver additional shares of common stock with value of $300,000 to Leviston, for no additional consideration, on the first settlement date with respect to a put notice delivered by the Company.

We intend to fund our operations over the next twelve months from existing cash and cash equivalents, planned sales and profits from our cellulosic technology and related engineering services, planned sales of strategic and other investments, including our existing non-mining assets and investments in Tonogold and previously funded capital into our LINICO subsidiary. Based on these expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the condensed consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, borrowings and various other means, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.

Net cash used in operating activities for the three months ended March 31, 2022 increased by $1,653,940 from the same period in 2021 primarily from increases in operating costs and decreased cash reimbursements, partially offset by increased revenue, and net uses of cash for working capital.

Net cash used in investing activities for the three months ended March 31, 2022 decreased by $3,019,068 from the comparable three months ended 2021 primarily due to $2,150,000 in advances to SSOF, cash commitment payments to LINICO of $1,500,000, and an $820,000 increase in the MCU-P note receivable in 2021, partially offset by proceeds from settlement of the MCU derivative of $762,377 in 2021, compared to $95,214 in construction in progress purchases, $553,200 in equipment purchases for LINICO, and $500,000 additional investment in the AST intangible assets, partially offset by proceeds from the Tonogold option payment received of $750,000.

Net cash provided in financing activities for the three months ended March 31, 2022 decreased $12,891,174 compared to the same period in 2021, primarily as a result of proceeds from the issuance of common stock of $18,020,000, partially offset by principal payments on debt of $3,511,914 during the three months ended March 31, 2021. Contributions of $500,000 were received from AQMS for additional shares in LINICO during the three months ended March 31, 2022.

Risks to our liquidity could result from future operating expenditures above management’s expectations, including but not limited to exploration, pre-development, research and development, selling, general and administrative, and investment related expenditures in excess of planned proceeds from the sale of Tonogold securities, repayment of the Note and advances to SSOF and sale of the Silver Springs Properties, amounts to be raised from the issuance of equity under our existing shelf registration statement, declines in the market value of properties held for sale, or declines in the share price of our common stock would adversely affect our results of operations, financial condition and cash flows. If we were unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and raise substantial doubt about our ability to continue as a going concern. In such case, we could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or investments, or sell certain assets or businesses. There can be no assurance that we would be able to take any such actions on favorable terms, in a timely manner, or at all.

CRITICAL ACCOUNTING ESTIMATES

There have been no significant changes to the critical accounting estimates disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2021 Form 10-K.

## Market risk

As filed, 395 characters.

Interest Rate Risk – In March 2021, we repaid all outstanding long-term debt borrowings. Our risk associated with fluctuating interest expense is limited to other short-term obligations we may incur in the normal course of our operations.

There have been no material changes in the market risks discussed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

## Controls and procedures

As filed, 1,873 characters.

### A. Disclosure

#### Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, with the participation of our Principal Executive and Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 ("Exchange Act") was conducted. Our disclosure controls and procedures are designed to ensure information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Exchange Act rules, and such information is accumulated and communicated to our management, including our Principal Executive and Financial Officer, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were effective as of March 31, 2022, in assuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported.

#### Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2022, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

## Risk factors

As filed, 251 characters.

No new risk factors have been identified in addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the interim period ended September 30, 2021.

Filed May 2, 2022.
Source: SEC EDGAR, the filing index for accession 0001120970-22-000046. Last ingested by Listed: Nov 4, 2026, 17:20 ET. No prices; not investment advice.