Nano Dimension Ltd.: Form 10-Q for the period ended Jun 30, 2026

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current expectations of management that involve risks and uncertainties. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections.

Overview

We engage in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations.

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $58.7 million and $40.2 million for the six months ended June 30, 2026 and 2025, respectively, and incurred net losses of $76.5 million, inclusive of $40.4 million of goodwill impairment, and $36.9 million, respectively, for those same periods. As of June 30, 2026, we had an accumulated loss of $1,047.3 million and cash, cash equivalents, bank deposits and marketable securities of $432.1 million. We expect to continue to incur operating losses over the next twelve months while we continue to evaluate our business operations for opportunities to improve performance.

Impact of Macroeconomic Trends

Recent negative macroeconomic factors, such as tariffs, inflation, interest rates, geopolitical instability and limited credit availability have and could further cause economic uncertainty and volatility, which could harm our business, result in price pressure or budget constraints.

Key Factors Affecting Operating Results

We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the factors discussed below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.

Hardware sales

Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our hardware. Management focuses on hardware sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and software and subscription services. We expect our hardware sales to grow in the future as we increase penetration in our existing markets and expand into new markets.

Go to market

We believe that we are in a strong position within the industry with our accessible solutions that offer users design flexibility and industrial strength parts. Accordingly, we continue to invest in marketing, sales, and operations necessary to scale our business and continue to gain market share and open new market opportunities. We have proven an ability to design, manufacture, and distribute products through channels that provide a high value to customers at gross margins higher than many of our competitors. In addition to our go to market strategy, our integrated platform of hardware, software and consumables has been core to our success and we will continue to drive value through research and development as we introduce smarter and more adaptive technology that is expected to improve our integrated platform and, ultimately, the value provided by our 3D printers. We believe these investments are critical to achieve long-term scalability, but expect the near term impacts will be a muting of our short term profitability.

Seasonality

Our business is generally not subject to seasonality. However, we have historically experienced higher hardware sales in the third and fourth quarters. We believe this trend is likely driven by available funds in federal capital budgets at the end of the third quarter and commercial budgets at year end which they direct towards the evolution of their manufacturing processes through investments in additive manufacturing.

Components of Results of Operations

Revenue

The majority of our revenue results from the sale of hardware, including our additive manufacturing products, and related consumables. We deliver products and services primarily through a combination of value-added resellers ("VAR") network, who purchase and resell our products to end users, direct sales, and channel partners. Hardware and consumables revenue is recognized upon transfer of control to the customer and generally takes place at the point of shipment. We also generate a portion of our revenue from services, software, and subscriptions. Revenue related to software and subscriptions is recognized ratably over the term of the subscription. Our VARs may provide installation services, as needed depending on the product.

Cost of revenue

Our cost of revenue consists of the cost of product, maintenance services, personnel costs, third party logistics, freight, warranty fulfillment costs, and overhead.

Cost of products includes the manufacturing cost of our additive manufacturing products and consumables. We utilize a combination of third-party manufacturers for production of our additive manufacturing hardware and our own manufacturing facilities and personnel. The costs of revenue for internally manufactured products include the cost of raw materials, labor conversion costs, and overhead related to our manufacturing operations, including depreciation and amortization. Overhead costs include shipping, storage, and labor. Cost of services includes personnel-related costs associated with our customer success teams’ provision of remote and on-site support services to our customers and the costs of replacement parts, as well as software costs. Our cost of revenue also includes indirect costs of providing our products and services to customers which consist primarily of reserves for excess and obsolete inventory and share-based compensation expenses.

Gross profit and gross margin

Our gross profit is calculated based on the difference between our revenues and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin are, or may be, influenced by a number of factors, including:

• Market conditions and competition that may impact our pricing;
• Product mix changes between our printer product lines and consumables trends;
• The impact of global supply chain disruptions on the cost to both procure materials and ship materials and finished goods;
• Growth in the number of customers utilizing our additive manufacturing products and changes in customer utilization rates, which affects sales of our consumable materials and may result in excess or obsolete inventories;
• Our cost structure for manufacturing operations, including the extent to which we utilize contract manufacturers compared to in-house manufacturing, the ability to achieve economies of scale in our purchase volumes, and any impacts to changes in our manufacturing on our product warranty obligations; and
• Our ability to directly monetize the capabilities of our software solutions in the future.

We expect our gross margins to fluctuate over time, depending on the factors described above.

Research and development

Our research and development expenses consist of payroll and related expenses, share-based compensation expenses, depreciation, subcontractors expenses, materials for R&D use, rental fees and maintenance, patent registration fees and other related research and development expenses.

Sales and marketing

Sales and marketing expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, depreciation, share-based compensation expenses, facilities costs, and other demand generation services.

General and administrative

General and administrative expenses consist of payroll and related expenses for our executive leadership and finance, human resources and IT departments, professional services, share-based compensation expenses, legal fees, transaction costs, depreciation, travel expenses, office expenses, facilities costs as well as other general and administrative expenses.

Restructuring and other

Restructuring costs are costs incurred related to cost savings initiatives and the Strategic Alternative Review announced on September 9, 2025, including losses from the deconsolidation of subsidiaries, or sale of business assets, that do not meet the definition of discontinued operations.

Desktop Metal litigation

Desktop Metal litigation expenses include the costs incurred by the Company related to litigation brought against the Company by Desktop Metal prior to the acquisition. On December 16, 2024, Desktop filed a lawsuit against the Company in the Delaware Court of Chancery alleging that we failed to use our reasonable best efforts to obtain regulatory approval in connection with the Merger Agreement entered into on July 2, 2024, or Merger Agreement. We brought counterclaims against Desktop in connection with its obligations under the Merger Agreement, including its obligations to operate its business in the ordinary course and not to experience a bankruptcy. On December 31, 2024, Desktop filed an additional lawsuit in the Delaware Court of Chancery seeking to enjoin the Company and Markforged from consummating the acquisition of Markforged before we consummated the merger with Desktop. In that lawsuit, Desktop alleged that if the acquisition of Markforged were to be consummated before the merger with Desktop, it would violate the terms of the Merger Agreement. The court consolidated the Markforged action with Desktop’s initial suit. These claims proceeded through discovery and to trial in the Delaware Court of Chancery, which trial took place on March 11-12, 2025. On March 24, 2025, the Delaware Court of Chancery ruled in Desktop’s favor and ordered the Company to proceed to close the Desktop transaction. On April 2, 2025, the parties finalized the transaction and filed a stipulation of dismissal in the Delaware Court of Chancery.

Impairment losses

Consists of impairment expenses related to the impairment of goodwill, right-of-use assets, disposal of property, plant, and equipment, and intangible assets.

Gain (loss) on investment in marketable equity securities

Consists of the revaluation of our investment in Stratasys, which is measured at fair value.

Finance income

Finance income includes bank interest earned on deposits, exchange rate differences, revaluation of financial assets and liabilities through profit and loss.

Finance expense

Finance expense exchange rate differences, revaluation of financial assets and liabilities through profit and loss, revaluation of government grant liabilities, and interest related to the Continuous Composites settlement that will accrete $1.8 million of interest over the payment term.

Income tax expense

We have historically recorded an immaterial income tax expense each year since our inception due to ongoing operating losses.

Fiscal Year 2025 Acquisitions and Subsequent Bankruptcy

On April 2, 2025, we acquired Desktop Metal, a provider of industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding our customer base and global market presence across key industries. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and all income producing assets were sold in the third quarter of 2025. The purchase price of Desktop Metal was $180.3 million. The acquisition was funded through available cash.

The condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 includes impairment of the asset group of $139.4 million and loss from operations for the period of acquisition through June 30, 2025 of $30.4 million, which are both included within net loss from discontinued operations.

On April 25, 2025, we acquired Markforged, a provider of cloud-based software products (including its software enabled platform, the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to bring industrial production to the point of need on the factory floor. Taking control of Markforged was expected to enable us to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio. The purchase price of Markforged was $116.2 million. The acquisition was funded through available cash. On May 27, 2026, we announced that we have entered into a definitive agreement to sell MarkForged to Stratasys Ltd. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.

Critical Accounting Policies and Estimates

A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results of operations and requires management’s subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to our critical accounting policies since December 31, 2025. For a description of our critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Note 2, “Summary of Significant Accounting Policies” included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Recent accounting pronouncements

Refer to Note 2 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for the recent accounting pronouncements that we have adopted and have not yet adopted.

Results of Operations

Comparison of the three months ended June 30, 2026 and 2025

Revenue and Net Loss

The following table presents consolidated revenue and net loss:

(in thousands, except percentages)

Total revenue increased $3.1 million due to Surface Mount Technology ("SMT") product line revenue increasing $6.5 million. During the three months ended June 30, 2025, demand was negatively impacted by tariff uncertainty. The increase in revenue was partially offset by a decrease in revenue due to the sale of the product line of AME, of $1.1 million, and a decrease in FFF product line revenue of $2.0 million.

Cost of revenue decreased $3.1 million, of which, $3.8 million is the decrease in inventory step-up amortization and intangible asset amortization from purchase accounting. Cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume.

Research and development expense decreased $2.3 million, primarily due to a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.

Sales and marketing expense decreased $1.5 million largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.

General and administrative expense decreased $9.3 million primarily due the second quarter of 2025 including $8.3 million of Markforged and Desktop Metal transaction costs. The remaining change is due to a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.

Restructuring and other expense increased $3.0 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. Offsetting the increase in related fees, the loss from sale of business assets was $1.3 million in the second quarter of 2026 versus $1.7 million from the loss of deconsolidation of subsidiaries in the second quarter of 2025.

We incurred $3.2 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the three months ended June 30, 2025 that did not recur in the three months ended June 30, 2026.

The impairment loss in the second quarter of 2025 related to the right-of-use asset impairment of Nano's previous Massachusetts office.

Gain on Investment in Marketable Equity Securities

Gain on investment in marketable equity securities for the three months ended June 30, 2026 decreased $9.0 million compared to the three months ended June 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SYSS) over both periods.

Finance Income and Expense

We recognized net financial income of $6.7 million for the three months ended June 30, 2026 compared to $14.1 million for the three months ended June 30, 2025 a decrease of $7.4 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.

Net Loss from Discontinued Operations

We incurred a loss from discontinued operations of $169.8 million for the three months ended June 30, 2025. This is due to the full impairment of the Desktop Metal asset group of $139.4 million and loss from discontinued operations during the three months ended June 30, 2025 of $30.4 million.

Comparison of the six months ended June 30, 2026 and 2025

Revenue and Net Loss

The following table presents consolidated revenue and net loss:

(in thousands of U.S. dollars, except percentages)

Total revenue increased $18.6 million, of which $15.1 million was attributable to the inclusion of two quarters of Markforged versus one in 2025. During the six months ended June 30, 2025, demand was negatively impacted by tariff uncertainty. This increase in revenue was partially offset by a decrease due to the sale of the product line of AME of $1.1 million.

Cost of revenue increased $5.9 million, of which $10.5 million was attributable to the acquisition of Markforged. Cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume.

Research and development expense decreased $0.3 million due to lower payroll costs due to lower headcount from organizational synergies and divestments.

Sales and marketing expense increased $2.7 million due primarily to the acquisition of Markforged which added $6.8 million, partially offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies.

General and administrative expense increased $0.4 million. Stock based compensation expense increased $2.7 million due to one-time grants to our directors in the first quarter of 2026 contrasted with the reversal of expense in the first quarter of 2025 due to executive turnover. The increases in expense were largely offset by lower payroll costs due to lower headcount from organizational synergies and divestments.

Restructuring and other expense increased $4.9 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. Offsetting the increase in related fees, the sale of business assets was $1.3 million in the second quarter of 2026 versus $1.7 million for the loss from deconsolidation of subsidiaries in the second quarter of 2025.

We incurred $31.3 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the six months ended June 30, 2025 that did not recur in the six months ended June 30, 2026.

Impairment losses increased $37.7 million in 2026 due to impairment of the Markforged FFF product line goodwill balance of $40.4 million. The impairment loss in 2025 consisted of property, plant, and equipment related to the discontinuation of product lines, primarily Admatec, and right-of-use asset impairment of Nano's previous Massachusetts office.

(Loss) Gain on Investment in Marketable Equity Securities

Loss on investment in marketable equity securities for the six months ended June 30, 2026 was a loss of $1.2 million compared to a gain of $25.0 million for the six months ended June 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SYSS) over both periods.

Finance Income and Expense

We recognized net financial income of $9.9 million for the six months ended June 30, 2026 compared to $21.8 million for the six months ended June 30, 2025, a decrease of $11.8 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.

Net Loss from Discontinued Operations

We incurred a loss from discontinued operations of $169.8 million for the six months ended June 30, 2025. This was due to the full impairment of the Desktop Metal asset group of $139.4 million and loss from discontinued operations during the six months ended June 30, 2025 of $30.4 million.

Liquidity and Capital Resources

Overview

Since our inception through June 30, 2026, we have funded our operations principally with $1.6 billion from issuance of Ordinary Shares, warrants and convertible notes. As of June 30, 2026, we held $349.1 million in cash and cash equivalents.

Our material cash requirements from known contractual and other obligations relate to minimum operating lease obligations, including the $13.0 million cash payment to exit the headquarters lease paid in the third quarter of 2026. We are also subject to ongoing payment obligations. For example, pursuant to the Settlement Agreement, we will be required to make installment payments thereafter of $2.0 million and $4.0 million in the fourth quarters of fiscal years 2026 and 2027, respectively, which payments represent substantial ongoing payment obligations.

The table below presents our cash flows:

(in thousands)

Operating Activities

Net cash used in operating activities of $31.0 million during the six months ended June 30, 2026 was primarily used for payment of payroll and related expenses, professional services, and costs related to restructuring efforts, offset by interest received from banks.

Net cash used in operating activities of $50.6 million during the six months ended June 30, 2025 was primarily used for payment of payroll and related expenses, rental fees and maintenance, travel and other miscellaneous expenses, offset by interest received from banks and the accrual of litigation and transaction related costs for the Desktop Metal and Markforged acquisitions.

Investing Activities

Net cash from investing activities of $170.5 million during the six months ended June 30, 2026 was primarily due to the maturity of long term deposits (investments) being reinvested in short term deposits to maximize available liquidity and are classified as cash and cash equivalents on the condensed consolidated balance sheets. In addition, proceeds of $2.0 million from the sale of AME assets were received in the second quarter of 2026.

Net cash used in investing activities of $78.3 million during the six months ended June 30, 2025 due to the purchases of Desktop Metal and Markforged in April 2025, partially offset by the change in bank deposits used to finance the acquisitions.

Financing Activities

Net cash used in financing activities was immaterial for the six months ended June 30, 2026 and 2025.

Discontinued Operations

Net cash used in discontinued operations is related the activity of Desktop Metal for the period from acquisition in April 2025 through June 30, 2025.

Share Repurchase

In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. During 2025, 14.4 million shares were repurchased under the $150 million Repurchase Plan. As of the date hereof, no shares have been repurchased during 2026.

Current Outlook

To date, we have not achieved profitability and have sustained net losses in every fiscal year since our inception, and we have financed our operations primarily through proceeds from issuance of our Ordinary Shares, warrants and convertible notes. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes.

We believe we will continue to incur operating losses and negative cash flows in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. Nevertheless, we believe that our current resources will be sufficient to meet our business needs for at least the next 12 months and into 2027.

In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:

• our continued efforts to explore strategic alternatives;
• the progress and costs of our research and development activities;
• the progress of commercial sales of our products;
• the costs of manufacturing our products;
• the costs of filing, prosecuting, enforcing and defending patent claims, intellectual property rights and other legal claims;
• the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and
• the magnitude of our general and administrative expenses.

Non-GAAP Metrics

EBITDA is a non-GAAP measure and is defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization. We believe that EBITDA should be useful in evaluating the performance of our business and operations. EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively) and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.

Adjusted EBITDA and operating expenses are non-GAAP measures and are defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above, should also be useful in evaluating the performance of our business. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.

EBITDA, Adjusted EBITDA, and Adjusted gross profit can be useful in evaluating our performance by eliminating the effect of financing and non-cash expenses such as share-based payments, however, we may incur such expenses in the future, which could impact future results. In addition, other companies, including companies in our industry, may calculate non-GAAP metrics differently or not at all, which may reduce the usefulness of this measure as a tool for comparison.

The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA:

(In thousands)

In the ordinary course of our operations, we are exposed to certain market risks, primarily changes in foreign currency exchange rates and interest rates.

Quantitative and Qualitative Disclosure About Market Risk

There have been no material changes to our market risk exposures since December 31, 2025. For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures About Market Risk”, included in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on March 31, 2026.

Disclosure Controls and Procedures

Management, including our Interim Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In April 2025, we completed our acquisitions of Desktop Metal, Inc. (“Desktop Metal”) and Markforged Holding Corporation (“Markforged”) (collectively the “Acquisitions”). In July 2025, we disposed of Desktop Metal. We are in the process of evaluating the existing controls and procedures of Markforged and integrating Markforged into our internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for one year following the date on which the acquisition is completed, we have excluded Markforged from our evaluation of the internal control over financial reporting. The excluded business, excluding goodwill and intangible assets of $40.3 million and $19.4 million which are included in the scope of the assessment, constituted approximately 15% of total assets and 53% of revenues as of and for the year ended December 31, 2025.

Based on this assessment, our CEO and CFO concluded that the Company did not maintain sufficient resources with an appropriate level of accounting knowledge, training and experience in the accounting for business combinations and discontinued operations to fulfill our responsibilities with respect to internal control over financial reporting. As a result, we did not design and operate effective process level control activities related to the accounting and disclosure for the Acquisitions, including valuation of certain acquired intangible assets, and discontinued operations of Desktop Metal.

Remediation Plan for Material Weakness

Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above. We have begun the process to remediate the material weakness and will continue our efforts through fiscal 2026. The remediation efforts include:

• Enhancing our risk assessment process to identify and assess risks of material misstatement and to ensure controls are designed and implemented to respond to those risks;
• Engaging additional third-party personnel and/or hiring additional competent and qualified technical accounting and financial reporting personnel with appropriate knowledge and experience of U.S. GAAP and SEC financial reporting requirements; and
• Training of new personnel and existing personnel in new roles on proper execution of designed control procedures.

The material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.

Changes in Internal Control over Financial Reporting

Except for the remediation changes that are being implemented, as described above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes to the Company's risk factors since our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.