# Macrogenics Inc: Form 10-Q for the period ended Jun 30, 2024

- Company: [Macrogenics Inc](/companies/mgnx.md) (CIK 1125345)
- Form: 10-Q
- Filed: 2024-08-06
- Accepted by EDGAR: Aug 6, 2024, 16:01 ET
- Period: 2024-06-30
- Accession: 0001125345-24-000148
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1125345/000112534524000148/mgnx-20240630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1125345/000112534524000148/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-04-01 to 2024-06-30 | $10.8m | us-gaap:Revenues |
| Revenue | 6 months, 2024-01-01 to 2024-06-30 | $19.9m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2024-04-01 to 2024-06-30 | $176.0k | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2024-01-01 to 2024-06-30 | $446.0k | us-gaap:CostOfGoodsAndServicesSold |
| Research and development | 3 months, 2024-04-01 to 2024-06-30 | $51.7m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2024-01-01 to 2024-06-30 | $97.8m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2024-04-01 to 2024-06-30 | −$58.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2024-01-01 to 2024-06-30 | −$111.9m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-04-01 to 2024-06-30 | $6.0k | us-gaap:InterestExpense |
| Interest expense | 6 months, 2024-01-01 to 2024-06-30 | $1.1m | us-gaap:InterestExpense |
| Net income | 3 months, 2024-04-01 to 2024-06-30 | −$55.7m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-01-01 to 2024-06-30 | −$107.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-04-01 to 2024-06-30 | −$0.89 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-01-01 to 2024-06-30 | −$1.73 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-04-01 to 2024-06-30 | −$0.89 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-01-01 to 2024-06-30 | −$1.73 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-04-01 to 2024-06-30 | 62,663,677 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-01-01 to 2024-06-30 | 62,477,108 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-01-01 to 2024-06-30 | −$90.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2024-01-01 to 2024-06-30 | $2.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-06-30 | $83.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-06-30 | $157.0m | us-gaap:AssetsCurrent |
| Total assets | at 2024-06-30 | $201.1m | us-gaap:Assets |
| Current liabilities | at 2024-06-30 | $57.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-06-30 | $143.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-06-30 | $57.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 23,791 characters.

*The following discussion of our financial condition and results of operations is based upon our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, which have been prepared by us in accordance with U.S. generally accepted accounting principles (GAAP), for interim periods and with Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. This discussion and analysis should be read in conjunction with these unaudited consolidated financial statements and the notes thereto as well as in conjunction with our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.*

### Overview

We are a biopharmaceutical company focused on discovering, developing, manufacturing and commercializing innovative antibody-based therapeutics for the treatment of cancer. We have a pipeline of product candidates designed to target either various tumor-associated antigens or immune checkpoint molecules. These candidates are being evaluated in clinical trials sponsored by us or our collaborators or are in preclinical development. Our clinical product candidates include multiple oncology programs which have either been created using our proprietary, antibody-based technology platforms or enabled through our technology licensing arrangements with other companies. We believe our product candidates have the potential, if approved for marketing by regulatory authorities, to have a meaningful effect on treating patients' unmet medical needs as monotherapy or, in some cases, in combination with other therapeutic agents. To date, three products originating from our pipeline of proprietary or partnered product candidates have received U.S. Food and Drug Administration (FDA) approval. In March 2021, we and our commercialization partner commenced U.S. marketing of MARGENZA (margetuximab-cmkb), a human epidermal growth factor receptor 2 (HER2) antagonist indicated, in combination with chemotherapy, for the treatment of adult patients with metastatic HER2-positive breast cancer who have received two or more prior anti-HER2 regimens, at least one of which was for metastatic disease. In November 2022, the FDA approved TZIELD® (teplizumab-mzwv) to delay the onset of Stage 3 Type 1 Diabetes (T1D) in adult and pediatric patients aged 8 years and older with Stage 2 T1D. Teplizumab was acquired from us by Provention Bio, Inc. (Provention) in 2018, pursuant to an asset purchase agreement (Provention APA). In March 2023, the FDA approved ZYNYZ® (retifanlimab-dlwr), a humanized monoclonal antibody targeting programmed death receptor-1 (PD-1). Retifanlimab was previously developed by us and licensed to Incyte Corporation (Incyte) pursuant to an exclusive global collaboration and license agreement in October 2017 (Incyte License Agreement).

Our operations to date have concentrated on developing our technology platforms, identifying potential product candidates, undertaking preclinical studies, conducting clinical trials, developing collaborations, operating manufacturing facilities, business planning and raising capital. We only began generating revenues from the sale of products in 2021. We have financed our operations primarily through the public and private offerings of our securities, and collaborations with other biopharmaceutical companies. Although it is difficult to predict our funding requirements, we anticipate that our cash, cash equivalents and marketable securities as of June 30, 2024, combined with the $100.0 million payment we received from Incyte in August 2024 related to certain milestones deemed to have been met under the Incyte License Agreement (see Note 10, Subsequent Events, of the Notes to Consolidated Financial Statements, for additional information), anticipated and potential collaboration payments, product revenue, contract manufacturing revenue, and royalties, should enable us to fund our operations into 2026. Our expected funding requirements reflect anticipated expenditures related to the ongoing Phase 2 TAMARACK clinical trial of vobramitamab duocarmazine (vobra duo) in metastatic castration-resistant prostate cancer (mCRPC), our ongoing Phase 2 LORIKEET study of lorigerlimab in mCRPC as well as our other clinical and preclinical studies currently ongoing.

Through June 30, 2024, we had an accumulated deficit of $1.2 billion. We expect that over the next several years this deficit will increase as we continue to incur research and development expense in connection with our ongoing activities and several clinical studies.

### Macroeconomic Conditions

The global economy, credit markets and financial markets have and may continue to experience significant volatility as a result of significant worldwide events, including adverse events involving financial institutions or the financial services industry, inflation and rising interest rates and geopolitical upheaval (collectively, the Macroeconomic Conditions). These Macroeconomic Conditions have and may continue to create supply chain disruptions, inventory disruptions, and fluctuations in economic growth, including fluctuations in employment rates, inflation, energy prices and consumer sentiment. It remains difficult to assess or predict the ultimate duration and economic impact of the Macroeconomic Conditions. Prolonged uncertainty with respect to Macroeconomic Conditions could cause further economic slowdown or cause other unpredictable events, each of which could adversely affect our business, results of operations or financial condition.

### Collaborations

We pursue a balanced approach between product candidates that we develop ourselves and those that we develop with our collaborators. Under our strategic collaborations to date, we have received significant non-dilutive funding and continue to have rights to additional funding upon completion of certain research, achievement of key product development milestones and royalties and other payments upon the commercial sale of products. Our current collaborations include the following:

- *Incyte.* We have an exclusive global collaboration and license agreement with Incyte for retifanlimab, an investigational monoclonal antibody that inhibits PD-1. Under this agreement, as amended, Incyte has obtained exclusive worldwide rights for the development and commercialization of retifanlimab in all indications, while we retain the right to develop our pipeline assets in combination with retifanlimab. We received an upfront payment of $150.0 million and milestone payments totaling $115.0 million from Incyte through June 30, 2024, including $15.0 million upon the FDA approval of ZYNYZ (retifanlimab-dlwr) in March 2023. In July 2024, we entered into an amendment to the Incyte License Agreement, pursuant to which certain milestones were deemed to have been met, resulting in $100.0 million in milestone payments received subsequent to June 30, 2024. We are eligible to receive an additional $210.0 million in development and regulatory milestones and $330.0 million in commercial milestones. We receive tiered royalties of 15% to 24% on any global net sales and we have the option to co-promote retifanlimab with Incyte. We retain the right to develop our pipeline assets in combination with retifanlimab, with Incyte commercializing retifanlimab and us commercializing our asset(s), if any such potential combinations are approved. We also have an agreement with Incyte under which we are to perform development and manufacturing services for Incyte's clinical needs of retifanlimab (Incyte Clinical Supply Agreement) and another agreement under which we are entitled to manufacture a portion of Incyte’s global commercial supply of retifanlimab (Incyte Commercial Supply Agreement).
- *Gilead*. In 2022, we and Gilead Sciences, Inc. (Gilead) entered into an exclusive option and collaboration agreement (Gilead Agreement) to develop and commercialize MGD024 and create bispecific cancer antibodies using our DART platform and undertake their early development under a maximum of two separate bispecific cancer target research programs. Under the Gilead Agreement, we will continue the ongoing phase 1 trial for MGD024 according to a development plan, during which Gilead will have the right to exercise an option granted to Gilead to obtain an exclusive license to develop and commercialize MGD024 and other bispecific antibodies of ours that bind CD123 and CD3 (CD123 Option). The agreement also grants Gilead the right, within its first two years, to nominate a bispecific cancer target set for up to two research programs conducted by us and to exercise separate options to obtain an exclusive license for the development, commercialization and exploitation of molecules created under each research program (Research Program Option). As part of the Gilead Agreement, Gilead paid us a non-refundable upfront payment of $60.0 million and we will be eligible to receive up to $1.7 billion in target nomination, option fees, and development, regulatory and commercial milestones, assuming Gilead exercises the CD123 Option and Research Program Option, successfully develops and commercializes MGD024 or other CD123 products developed under the agreement, and products result from the two additional research programs. Assuming exercise of the CD123 Option, we will also be eligible to receive tiered, low double-digit royalties on worldwide net sales of MGD024 (or other CD123 products developed under the agreement) and assuming exercise of the Research Program Option, a flat royalty on worldwide net sales of any products resulting from the two research programs. In 2023, Gilead nominated the first of the two research programs contemplated in the Gilead Agreement (First Research Program) and paid us a $15.7 million nomination fee. We granted Gilead a research license, and the parties agreed on a research plan for the First Research Program under which we will provide research and development services. In January 2024, the parties amended the Gilead Agreement to revise certain matters related to intellectual property in the performance of the research plans under the agreement. In June 2024, Gilead paid us variable consideration totaling $3.3 million upon achievement of a research plan milestone.

### Critical Accounting Estimates

Our critical accounting estimates are policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. A summary of our critical accounting estimates is presented in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes with respect to our critical accounting estimates during the six months ended June 30, 2024.

### Results of Operations

### Revenue

The following represents a comparison of our revenue for the three and six months ended June 30, 2024 and 2023 (dollars in millions):

|  | Three Months Ended June 30, 2024 | 2023 | Change% |  | Six Months Ended June 30, 2024 | 2023 | Change% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Collaborative and other agreements | $2.1 | $6.0 | $(3.9) | (65)% | $3.5 | $22.7 | $(19.2) | (85)% |
| Product sales, net | 5.2 | 5.0 | 0.2 | 4% | 10.1 | 8.6 | 1.5 | 17% |
| Contract manufacturing | 2.9 | 1.6 | 1.3 | 81% | 5.2 | 5.2 | — | —% |
| Royalty revenue | 0.1 | — | 0.1 | N/A | 0.3 | 0.4 | (0.1) | (25)% |
| Government agreements | 0.5 | 0.5 | — | —% | 0.8 | 0.7 | 0.1 | 14% |
| Total revenue | $10.8 | $13.1 | $(2.3) | (18)% | $19.9 | $37.6 | $(17.7) | (47)% |

The decrease in revenue of $2.3 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 was primarily due to:

- a decrease of $5.5 million in revenue recognized under the Provention APA.

This decrease was partially offset by:

- an increase of $1.3 million in revenue recognized under the Gilead Agreement;
- an increase of $0.8 million in revenue recognized under our manufacturing services agreements with Emergent Product Development Gaithersburg Inc. (Emergent Manufacturing Agreements); and
- an increase of $0.5 million in revenue recognized under the Incyte Manufacturing and Clinical Supply Agreement.

The decrease in revenue of $17.7 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily due to:

- a decrease of $15.0 million due to milestone payments under the Incyte License Agreement received in the first quarter of 2023;
- a decrease of $5.5 million in revenue recognized under the Provention APA;
- a decrease of $1.3 million in revenue recognized under the Incyte Clinical Supply Agreement; and
- a decrease of $0.9 million in revenue recognized under the Incyte Manufacturing and Clinical Supply Agreement.

These decreases were partially offset by:

- an increase of $1.9 million in revenue recognized under the Gilead Agreement; and
- an increase of $1.5 million in MARGENZA net product sales.

Revenue from collaborative and other agreements may vary substantially from period to period depending on the progress made by our collaborators with their product candidates and the timing of milestones achieved under current agreements, and whether we enter into additional collaboration agreements.

### Cost of Product Sales

For the three months ended June 30, 2024 and 2023, cost of product sales was $0.2 million and $0.3 million, respectively. Cost of product sales was $0.4 million, for both the six months ended June 30, 2024 and 2023. Cost of product sales consists primarily of product royalties and fill finish costs. Product sold during both periods consisted of drug product that was previously charged to research and development expense prior to FDA approval of MARGENZA, which favorably impacted our gross margin. We expect cost of product sales to continue to be positively impacted as we sell through this drug product.

### Cost of Manufacturing Services

For the three months ended June 30, 2024 and 2023, cost of manufacturing services was $2.6 million and $0.9 million, respectively. Cost of manufacturing services was $4.5 million and $4.3 million for the six months ended June 30, 2024 and 2023, respectively. Cost of manufacturing services includes the costs to provide manufacturing services to produce certain Incyte bulk drug substance under the Incyte Manufacturing and Clinical Supply Agreement during both 2023 and 2024. Cost of manufacturing services includes the costs incurred under the Emergent Manufacturing Agreements in 2024. We expect cost of manufacturing services to vary from period to period based on the agreed-upon manufacturing schedule.

### Research and Development Expense

The following represents a comparison of our research and development expense for the three and six months ended June 30, 2024 and 2023 (dollars in millions):

|  | Three Months Ended June 30, 2024 | 2023 | Change% |  | Six Months Ended June 30, 2024 | 2023 | Change% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Vobramitamab duocarmazine | $12.0 | $12.3 | $(0.3) | (2)% | $21.7 | $21.5 | $0.2 | 1% |
| Lorigerlimab | 11.0 | 7.8 | 3.2 | 41% | 20.6 | 15.4 | 5.2 | 34% |
| MGC028 | 9.7 | 2.8 | 6.9 | 246% | 15.9 | 3.6 | 12.3 | 342% |
| Other antibody-drug conjugates (ADCs) | 4.7 | 1.0 | 3.7 | 370% | 9.3 | 4.1 | 5.2 | 127% |
| MGC026 | 3.9 | 4.4 | (0.5) | (11)% | 7.9 | 9.6 | (1.7) | (18)% |
| Margetuximab | 2.9 | 4.3 | (1.4) | (33)% | 6.0 | 9.6 | (3.6) | (38)% |
| MGD024 | 2.2 | 1.9 | 0.3 | 16% | 4.9 | 3.5 | 1.4 | 40% |
| Next-generation T-cell engagers (a) | 2.1 | 3.1 | (1.0) | (32)% | 4.6 | 6.0 | (1.4) | (23)% |
| Enoblituzumab | 0.4 | 0.8 | (0.4) | (50)% | 0.8 | 2.3 | (1.5) | (65)% |
| Retifanlimab | 0.3 | 0.2 | 0.1 | 50% | 1.3 | 0.5 | 0.8 | 160% |
| Other programs (a) (b) | 2.5 | 4.6 | (2.1) | (46)% | 4.8 | 13.0 | (8.2) | (63)% |
| Total research and development expense | $51.7 | $43.2 | $8.5 | 20% | $97.8 | $89.1 | $8.7 | 10% |

(a) Includes research and discovery projects, as well as early preclinical molecules and molecules not advanced to clinical development.

(b) Includes discontinued projects.

Our research and development expense for the three months ended June 30, 2024 increased by $8.5 million compared to the three months ended June 30, 2023 primarily due to:

- increased development, manufacturing and IND-enabling costs related to MGC028;
- increased development costs for other ADCs; and
- increased clinical trial costs related to lorigerlimab.

These increases were offset by:

- decreased development and clinical trial costs related to margetuximab;
- decreased development costs related to t-cell engagers; and
- decreased development, manufacturing and clinical trial costs related to discontinued projects.

Our research and development expense for the six months ended June 30, 2024 increased by $8.7 million compared to the six months ended June 30, 2023 primarily due to:

- increased development, manufacturing and IND-enabling costs related to MGC028;
- increased development costs for other ADCs; and
- increased clinical trial costs related to lorigerlimab.

These increases were offset by:

- decreased development, manufacturing and clinical trial costs related to discontinued projects;
- decreased development and clinical trial costs related to margetuximab;
- decreased development costs related to MGC026;
- decreased clinical trial costs related to enoblituzumab; and
- decreased development costs related to t-cell engagers.

There are uncertainties associated with our research and development expenses for future quarters which are impacted by multiple variables, including timing of wind down activities for recently closed studies and current and expected expenditures associated with our ongoing clinical studies.

### Selling, General and Administrative Expense

Selling, general and administrative expenses were $14.4 million and $13.7 million for the three months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024 and 2023, selling, general and administrative expenses were $29.1 million and $27.2 million, respectively. The increase for both periods is primarily due to increased stock-based compensation expense.

### Gain on Royalty Monetization Arrangement

During the three and six months ended June 30, 2023, we entered into a tripartite agreement with DRI Healthcare Acquisitions LP (DRI) and Sanofi S.A. (Sanofi), whereby we consented to the sale of DRI’s royalty interest in TZIELD and the related milestone payment obligations to Sanofi. The execution of the tripartite agreement resulted in a modification to the liability related to future royalties, and we recognized a $100.9 million gain on royalty monetization arrangement.

### Liquidity and Capital Resources

### Cash Flows

The following table represents a summary of our cash flows for the six months ended June 30, 2024 and 2023:

*(dollars in millions)*

| Net cash provided by (used in): | Six Months Ended June 30, 2024 | 2023 |
| --- | ---: | ---: |
| Operating activities | $(90.1) | $(14.9) |
| Investing activities | 72.2 | (85.4) |
| Financing activities | 0.9 | 100.2 |
| Net change in cash and cash equivalents | $(17.0) | $(0.1) |

#### Operating Activities

Net cash used in operating activities consists of our net loss adjusted for non-cash items such as depreciation and amortization expense and stock-based compensation and changes in working capital. Net cash used in operating activities for the six months ended June 30, 2023 benefited from $15.0 million in milestones received from Incyte under the Incyte License Agreement.

#### Investing Activities

Net cash provided by investing activities during the six months ended June 30, 2024 is primarily due to maturities of marketable securities, partially offset by purchases of marketable securities. Net cash used in investing activities during the six months ended June 30, 2023 is primarily due to purchases of marketable securities, partially offset by maturities of marketable securities.

#### Financing Activities

Net cash provided by financing activity for the six months ended June 30, 2024 includes proceeds from stock option exercises and ESPP purchases, offset by taxes paid related to net share settlement of equity awards. Net cash provided by financing activities for the six months ended June 30, 2023 includes net cash proceeds from our Royalty Purchase Agreement with DRI of $99.7 million.

Our multiple product candidates currently under development will require significant additional research and development efforts that include extensive preclinical studies and clinical testing, and regulatory approval prior to commercial use. Our future success is dependent on our ability to identify and develop our product candidates, and ultimately upon our ability to attain profitable operations. We have devoted substantially all of our financial resources and efforts to research and development and general and administrative expense to support such research and development. Net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital, and accordingly, our ability to execute our future operating plans.

As a biotechnology company, we have primarily funded our operations with proceeds from the sale of our common stock in equity offerings and revenue from our multiple collaboration agreements. Management regularly reviews our available liquidity relative to our operating budget and forecast to monitor the sufficiency of our working capital, and anticipates continuing to draw upon available sources of capital, including equity and debt instruments, to support our product development activities. There can be no assurances that new sources of capital will be available to us on commercially acceptable terms, if at all. Also, any future collaborations, strategic alliances and marketing, distribution or licensing arrangements may require us to give up some or all rights to a product or technology at less than its full potential value. If we are unable to enter into new arrangements or to perform under current or future agreements or obtain additional capital, we will assess our capital resources and may be required to delay, reduce the scope of, or eliminate one or more of our product research and development programs or clinical studies, and/or downsize our organization. Although it is difficult to predict our funding requirements, we anticipate that our cash, cash equivalents and marketable securities as of June 30, 2024, combined with the $100.0 million payment we received from Incyte in August 2024 related to certain milestones deemed to have been met under the Incyte License Agreement, anticipated and potential collaboration payments, product revenue, contract manufacturing revenue, and royalties, should enable us to fund our operations into 2026. Our expected funding requirements reflect anticipated expenditures related to the ongoing Phase 2 TAMARACK clinical trial of vobra duo in mCRPC, our ongoing Phase 2 study of lorigerlimab in mCRPC as well as our other clinical and preclinical studies currently ongoing.

### Material Cash Requirements

During the six months ended June 30, 2024, there were no significant changes to our material cash requirements, including contractual and other obligations, as presented in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

## Market risk

As filed, 413 characters.

As of June 30, 2024, our exposure to market risk has not changed materially since December 31, 2023. For more information on financial market risks related to changes in interest rates, reference is made to Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" contained in Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024.

## Controls and procedures

As filed, 1,368 characters.

### Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of June 30, 2024. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our periodic reports filed with the SEC (such as this Quarterly Report on Form 10-Q) has been appropriately recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based on their evaluation of our disclosure controls and procedures as of June 30, 2024, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

### Changes in Internal Control

There were no changes in our internal control over financial reporting during the three months ended June 30, 2024 that materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

## Risk factors

As filed, 599 characters.

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “ Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes in the risk factors described in Item 1A. "Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Filed Aug 6, 2024.
Source: SEC EDGAR, the filing index for accession 0001125345-24-000148. Last ingested by Listed: Nov 3, 2026, 20:21 ET. No prices; not investment advice.