AvePoint, Inc.: Form 10-Q for the period ended Jun 30, 2026

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Results of Operations

The below period-to-period comparisons of operating results are not necessarily indicative of results for future periods.

Comparison of Three Months Ended June 30, 2026 and June 30, 2025

Revenue

The components of AvePoint’s revenue during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Total revenue increased 22.0% to $124.5 million for the three months ended June 30, 2026, primarily due to an increase in SaaS revenue, which increased 27.4% to $98.5 million and was driven by strong customer demand for our SaaS solutions. SaaS represented 79% of total revenue, up from 76% of total revenue in the prior year. The growth in total revenue was also due to an increase in services revenue, which grew 8.6% to $15.7 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Revenue by geographic region for the three months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

For the three months ended June 30, 2026, North America revenue increased 23.1% to $48.7 million, primarily driven by a 26.9%, or $8.7 million, increase in SaaS revenue. EMEA revenues increased 26.6% to $40.3 million, driven by a 28.2%, or $8.2 million, increase in SaaS revenue. APAC revenues increased 15.9% to $35.5 million, primarily driven by a 27.0%, or $4.3 million, increase in SaaS revenue, as well as a 6.3% or $0.8 million increase in services revenue.

On a constant currency basis, EMEA revenues increased 24.2%, while EMEA SaaS revenues increased 25.6%. On a constant currency basis, APAC revenues increased 15.8%, while APAC SaaS revenues increased 27.3%.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.

We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.

Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Cost of revenue increased 26.5% to $33.5 million for the three months ended June 30, 2026, primarily driven by a $3.5 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $2.7 million increase in personnel costs.

Operating Expenses

Sales and Marketing

Sales and marketing expenses during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Sales and marketing expenses increased 27.3% to $45.5 million for the three months ended June 30, 2026, primarily driven by a $7.0 million increase in personnel costs and a $1.3 million increase in marketing spend.

General and Administrative

General and administrative expenses during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

General and administrative expenses decreased 5.3% to $18.7 million for the three months ended June 30, 2026, primarily driven by a $1.3 million decrease in stock-based compensation expense.

Research and Development

Research and development expenses during the three months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Research and development expenses increased 27.8% to $16.6 million for the three months ended June 30, 2026, primarily driven by a $2.6 million increase in personnel costs and a $0.5 million increase in training and professional development.

Income Tax Provision

Income tax (benefit) expense during the three months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

Our income tax benefit for the three months ended June 30, 2026 was $15.6 million, compared to a tax expense of $4.0 million for the three months ended June 30, 2025. The effective tax rate was (129.5)% for the three months ended June 30, 2026, compared to 57.8% for the three months ended June 30, 2025. The change in effective tax rates was primarily due to the mix of pre-tax income results by jurisdictions taxed at different rates, partial release of U.S. valuation allowance, foreign inclusions and stock-based compensation.

Based on an assessment of all available positive and negative evidence, including our historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences, and ongoing tax-planning strategies, management concluded that it was more likely than not that these deferred tax assets would be realized. During the three months ended June 30, 2026, the Company recorded an income tax benefit of $15.6 million, primarily attributable to a $19.9 million release of the valuation allowance on certain deferred tax assets, partially offset by tax expense associated with stock-based compensation activity and other discrete items. The Company continues to maintain valuation allowances against certain deferred tax assets in U.S. state and foreign jurisdictions.

Comparison of Six Months Ended June 30, 2026 and June 30, 2025

Revenue

The components of our revenue during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Total revenue increased 23.9% to $241.7 million for the six months ended June 30, 2026, primarily due to an increase in SaaS revenue, which increased 31.2% to $191.9 million, and represented 79% of total revenue, up from 75% of total revenue in the prior year. The increase in SaaS revenue, which was driven by strong customer demand for our SaaS solutions, was partially offset by an expected decrease in term license and support revenues. The growth in total revenue was also due to an increase in services revenue, which grew 19.1% to $30.3 million. Services revenue is expected to fluctuate as the services generally are not recurring in nature.

Revenue by geographic region for the six months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

For the six months ended June 30, 2026, North America revenue increased 22.2% to $92.9 million, driven by a 29.2%, or $18.2 million, increase in SaaS revenue, partially offset by a $1.4 million decrease in term license and support revenues. EMEA revenues increased 28.4% to $78.7 million, primarily driven by a 33.3%, or $18.0 million increase in SaaS revenue. APAC revenues increased 21.4% to $70.1 million, primarily driven by a 31.7%, or $9.4 million, increase in SaaS revenue and a 23.2% or $4.9 million increase in services revenue, partially offset by a $1.9 million decrease in term license and support revenues.

On a constant currency basis, EMEA revenues increased 21.3%, while EMEA SaaS revenues increased 25.8%. On a constant currency basis, APAC revenues increased 18.9%, while APAC SaaS revenues increased 29.3%.

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we disclose non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP gross margin, non-GAAP sales and marketing expense, non-GAAP general and administrative expense, non-GAAP research and development expense, non-GAAP operating income and non-GAAP operating margin.

We believe these non-GAAP measures aid investors by providing additional insight into our operational performance and into trends affecting our business. Management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, and to evaluate financial performance.

Non-GAAP operating income and non-GAAP operating margin should not be considered as an alternative to operating income, operating margin or any other performance measures derived in accordance with GAAP as measures of performance. Non-GAAP operating income and non-GAAP operating margin should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

Cost of Revenue, Gross Profit, and Gross Margin

Cost of revenue, gross profit, and gross margin during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Cost of revenue increased 29.7% to $65.4 million for the six months ended June 30, 2026, primarily driven by a $7.3 million increase from higher aggregate hosting costs resulting from increased SaaS revenue and a $6.2 million increase in personnel costs.

Operating Expenses

Sales and Marketing

Sales and marketing expenses during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Sales and marketing expenses increased 24.5% to $87.6 million for the six months ended June 30, 2026, primarily driven by a $13.3 million increase in personnel costs and a $1.1 million increase in marketing spend.

General and Administrative

General and administrative expenses during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

General and administrative expenses decreased 7.4% to $35.5 million for the six months ended June 30, 2026, primarily driven by a $3.1 million decrease in stock-based compensation expense.

Research and Development

Research and development expenses during the six months ended June 30, 2026 and 2025 were as follows:

(in thousands, except percentages)

Research and development expenses increased 18.2% to $30.3 million for the six months ended June 30, 2026 , primarily driven by a $2.9 million increase in personnel costs, a $0.6 million increase in software maintenance expense, and a $0.6 million increase in training and professional development.

Income Tax Provision

Income tax (benefit) expense during the six months ended June 30, 2026 and 2025 was as follows:

(in thousands, except percentages)

AvePoint’s income tax benefit for the six months ended June 30, 2026 was $14.3 million, compared to a tax expense of $5.3 million for the six months ended June 30, 2025. The effective tax rate was (50.0)% for the six months ended June 30, 2026, compared to 44.9% for the six months ended June 30, 2025. The change in effective tax rates was primarily due to the mix of pre-tax income results by jurisdictions taxed at different rates, certain jurisdictions with separate tax expense calculated, foreign inclusions and stock-based compensation.

Based on an assessment of all available positive and negative evidence, including our historical levels of income, expectations of future taxable income, future reversals of existing taxable temporary differences, and ongoing tax-planning strategies, management concluded that it was more likely than not that these deferred tax assets would be realized. During the six months ended June 30, 2026, the Company recorded an income tax benefit of $14.3 million, primarily attributable to a $19.9 million release of the valuation allowance on certain deferred tax assets, partially offset by tax expense associated with stock-based compensation activity and other discrete items. The Company continues to maintain valuation allowances against certain deferred tax assets in U.S. state and foreign jurisdictions.

Non-GAAP Operating Income and Non-GAAP Operating Margin

The following table presents a reconciliation of non-GAAP operating income from the most comparable GAAP measure, operating income, for the periods presented:

(in thousands, except percentages)

Non-GAAP operating income and non-GAAP operating margin are non-GAAP financial measures that our management uses to assess our overall performance. We define non-GAAP operating income as GAAP operating income plus stock-based compensation and the amortization of acquired intangible assets and expenses related to the secondary listing on the SGX-ST and the discontinuation of our participation in the Fund. We define non-GAAP operating margin as non-GAAP operating income divided by revenue. We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics eliminate the effects of stock-based compensation, and of acquired intangible assets, which are unrelated to current operations and are neither comparable to the prior period nor predictive of future results. The elimination of the effect of variability caused by stock-based compensation expense and the amortization of acquired intangible assets, both of which are non-cash expenses, provides a better representation as to our overall operating performance. We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to our peers, (b) to set and approve spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, and (e) to assess financial discipline over operational expenditures.

GAAP operating margin for the three months ended June 30, 2026 and 2025 was 8.2% and 7.0%, respectively. Non-GAAP operating margin for the three months ended June 30, 2026 and 2025 was 16.3% and 18.4%, respectively. The year-over-year decrease in non-GAAP operating margin was primarily attributable to our plan to increase investments across the business in 2026.

GAAP operating margin for the six months ended June 30, 2026 and 2025 was 9.5% and 5.3%, respectively. Non-GAAP operating margin for the six months ended June 30, 2026 and 2025 was 16.9% and 16.5%, respectively.

Liquidity and Capital Resources

As of June 30, 2026, we had $417.3 million in cash and cash equivalents and no outstanding debt.

Our short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation. We have letters of credit issued in the amount of $1.2 million as security for operating leases, and $5.4 million as security for customer contingency agreements. Our long-term capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives, and the timing of new product introductions. See “Note 10 – Commitments and Contingencies” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information regarding the purchase commitments.

We also maintain a loan and security agreement (the “Loan Agreement”), dated November 3, 2023, with HSBC Bank USA, National Association, (“HSBC”), as lender, for a revolving line of credit of up to $30.0 million with an accordion feature that provides up to $20.0 million of additional borrowing capacity we may draw upon at our request. The line bears interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee equal to 0.5%. The line will mature on November 3, 2026. We are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. Pursuant to the Loan Agreement, we pledged, assigned and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and assets as security for our obligations under the Loan Agreement. As of June 30, 2026, we are compliant with all covenants and had no borrowings outstanding under the Loan Agreement.

We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. We also maintain available borrowing capacity under our Loan Agreement through its expiration date to provide additional liquidity. In the future, we may attempt to raise additional capital through equity or debt financing. The sale of additional equity would be dilutive to our stockholders. Additional debt financing could result in increased debt service obligations and more restrictive financial and operational covenants.

Cash Flows

The following table sets forth a summary of AvePoint’s cash flows for the periods indicated.

(in thousands)

Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2026 was $40.2 million, reflecting AvePoint’s net income of $42.8 million, adjusted for non-cash items of $5.3 million and net cash outflows of $7.9 million from changes in operating assets and liabilities. The primary drivers of non-cash items were stock-based compensation and was partially offset by foreign currency remeasurement gains. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices and an increase in deferred revenue, offset by an increase in prepaid expenses and other current assets primarily related to prepaid software maintenance and subscription, a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes.

Net cash provided by operating activities for the six months ended June 30, 2025 was $20.8 million, reflecting AvePoint’s net income of $6.5 million, adjusted for non-cash items of $32.8 million and net cash outflows of $18.5 million from changes in operating assets and liabilities. The primary driver of non-cash items was stock-based compensation which reflects ongoing compensation and foreign currency remeasurement losses. The drivers of changes in operating assets and liabilities are seasonal in nature. These drivers are related to a decrease in accounts receivable due primarily to the timing of customer invoices and a decrease in prepaid expenses and other current assets primarily related to prepaid rent, an increase in deferred revenue, offset by a decrease in accrued expenses primarily due to accrued bonuses, commissions and payroll taxes.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2026 was $3.4 million. It primarily consisted of $2.5 million of purchases of property and equipment, and $1.0 million from the capitalization of internal use software.

Net cash used in investing activities for the six months ended June 30, 2025 was $18.2 million. It primarily consisted of $14.9 million cash paid in business acquisitions, $2.5 million of purchases of property and equipment, and $0.8 million from the capitalization of internal use software.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2026 was $99.7 million, primarily consisting of $110.3 million in repurchases of common stock under the previously announced Share Repurchase Program that authorizes us to repurchase up to $150 million of our common shares (the “Share Repurchase Program”), partially offset by $12.5 million of proceeds from the exercise of stock options.

Net cash provided by financing activities for the six months ended June 30, 2025 was $134.6 million, primarily consisting of $157.7 million of proceeds from the exercises of warrants and $8.0 million of proceeds from the exercise of stock options, partially offset by $19.0 million in repurchases of common stock under the Share Repurchase Program and $12.1 million in the repurchase of the noncontrolling interest in MaivenPoint Pte. Ltd.

Indebtedness

Credit Facility

We maintain a line of credit under the Loan Agreement with HSBC, as lender. See “Note 7 - Line of Credit ” in Part I, Item 1 “Financial Statements” of this Quarterly Report for more information.

The Loan Agreement provides for a revolving line of credit of up to $30.0 million and an additional $20.0 million accordion feature for additional capital we may draw upon at our request. Borrowings under the line currently bear interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee at a rate equal to 0.5%. Any proceeds of borrowings under the Loan Agreement will be used for general corporate purposes.

On a consolidated basis with our subsidiaries, we are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. Pursuant to the Loan Agreement, we pledged, assigned, and granted HSBC a security interest in all shares of our subsidiaries, future proceeds, and certain assets as security for our obligations under the Loan Agreement. Our line of credit under the Loan Agreement will mature on November 3, 2026.

To date, we are in compliance with all covenants under the Loan Agreement. We have not at any time borrowed under the Loan Agreement. The description of the Loan Agreement is qualified in its entirety by the full text of the form of such agreement, a copy of which is referenced as an exhibit to our Annual Report.

Leasing Activities

We are obligated under various non-cancelable operating leases for office space. The initial terms of the leases expire on various dates through 2032. As of June 30, 2026, the commitments related to these operating leases is $29.2 million, of which $11.7 million is due in the next twelve months.

Operating Segment Information

We operate in one segment. Our products and services are sold throughout the world, through direct and indirect sales channels. Our chief operating decision maker (the “CODM”) is our Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a global basis. The CODM does not receive discrete financial information about asset allocation or profitability by product or geography. See the section titled “Notes to Condensed Consolidated Financial Statements” (Part I, Item 1 of this Quarterly Report) under the sub-heading “Note 16 – Segment Information” for more information.

Critical Accounting Policies and Estimates

Preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that our management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

While our significant accounting policies are described in more detail in the section titled “Notes to Condensed Consolidated Financial Statements” (Part I, Item 1 of this Quarterly Report), we believe the following critical accounting policies and estimates are most important to understanding and evaluating our reported financial results.

Revenue Recognition

We derive revenue from three primary sources: SaaS, term license and support, and services. Many of our contracts with customers include multiple performance obligations. Judgement is required in determining whether each performance obligation is distinct. Our products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation within each contract.

We use judgment in determining the SSP for products and services. For substantially all performance obligations except term licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Term licenses are sold only as a bundled arrangement that includes the rights to a term license and support. In determining the SSP of license and support in a term license arrangement, we utilize observable inputs and consider the value relationship between support and term license when compared to the value relationship between support and perpetual licenses, the average economic life of our products, and software renewals rates. Using a combination of the relative fair value method, or the residual value method the SSP of the performance obligations in an arrangement is allocated to each performance obligation within a sales arrangement.

Economic Conditions, Challenges, and Risks

The markets for software and cloud-based services are dynamic and highly competitive. Our competitors are developing new software while also deploying competing cloud-based services for consumers and businesses. Customer preferences evolve rapidly, and choices in hardware, products, and devices can and do influence how users access services in the cloud, and in some cases, the user’s choice of which suite of cloud-based services to use. We must continue to evolve and adapt to keep pace with this changing environment. The investments we are making in infrastructure, research and development, marketing, and geographic expansion will continue to increase our operating costs and may decrease our operating margins.

Our success is highly dependent on our ability to attract and retain qualified employees. We hire a mix of university and industry talent worldwide. We compete for talented individuals globally by offering an exceptional working environment, broad customer reach, scale in resources, the ability to grow one’s career across many different products and businesses, and competitive compensation and benefits.

Additionally, the demand for our software and services is correlated to global macroeconomic and geopolitical factors, which remain dynamic and where the outcomes and consequences are not possible to predict, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. These in turn could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.

Our international operations provide a significant portion of our total revenues and expenses. Many of these revenues and expenses are denominated in currencies other than the U.S. dollar. As a result, changes in foreign exchange rates may significantly affect revenue and expenses. Refer to the section titled “Risk Factors” (Part I, Item 1A of our Annual Report) for a discussion of these factors and other risks.

Seasonality

Our quarterly revenue fluctuates and does not necessarily grow sequentially when measuring any one fiscal quarter’s revenue against another. Historically, our first quarter has been our lowest revenue quarter and the fourth quarter has been our highest revenue quarter, however those results are not necessarily indicative of future quarterly revenue or full year results. Additionally, the timing of new product and service introductions can significantly impact revenue. Lastly, the mix of revenues in any given quarter can cause fluctuations in our reported results, due to differing revenue recognition principles.

Recently Issued and Adopted Accounting Pronouncements

For information about recent accounting pronouncements, see “Note 2 - Summary of Significant Accounting Policies” in Part I, Item 1 “Financial Statements” of this Quarterly Report.

Interest Rate Risk

We had cash and cash equivalents, marketable securities, and short-term deposits of $417.4 million as of June 30, 2026, which we hold for working capital purposes. Our cash and cash equivalents are held in cash deposits and money market funds. Due to the short-term nature of these instruments, we do not believe that we have any material exposure to changes in the fair value of our investment portfolio due to changes in interest rates. Declines in interest rates, however, would reduce our future interest income. The effect of a hypothetical 10% change in interest rates would not have a material negative impact on our condensed consolidated financial statements. As of June 30, 2026, we had no outstanding obligations under our line of credit with HSBC under the Loan Agreement. To the extent we enter into other long-term debt arrangements in the future, we would be subject to fluctuations in interest rates which could have a material impact on our future financial condition and results of operations.

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue denominated in currencies other than the U.S. Dollar, primarily consisting of the Euro, the Singapore Dollar, the Japanese Yen, the Australian Dollar and the British Pound Sterling. Our revenues therefore benefit from a weakening of the U.S. Dollar relative to these currencies and, conversely, are adversely affected by a strengthening of the U.S. Dollar relative to these currencies.

We also have foreign currency risks related to operating expenses denominated in a number of currencies other than the U.S. Dollar. Our expenses are therefore adversely affected from a weakening of the U.S. Dollar relative to these currencies and, conversely, benefit by a strengthening of the U.S. Dollar relative to these currencies.

Revenues denominated in the U.S. Dollar as a percentage of total revenues were approximately 37% for the three months ended June 30, 2026. Expenses denominated in the U.S. Dollar as a percentage of total expenses were approximately 49% for the three months ended June 30, 2026.

A hypothetical 10% increase in the U.S. Dollar against other currencies would have resulted in a decrease in income from operations of approximately $2.3 million for the three months ended June 30, 2026. This analysis disregards that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.

Concentration of Credit Risk

We deposit our cash with financial institutions, and, at times, such balances may exceed federally insured limits.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer (in his capacity as “Principal Executive Officer”) and our Chief Financial Officer (in his capacity as “Principal Financial and Accounting Officer”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)) under the Exchange Act, as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

As such, our Principal Executive Officer and Principal Financial and Accounting Officer have concluded that our condensed consolidated financial statements included in this report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”).

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II

Items 1 and 1A

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report, which risks and uncertainties could affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to the risk factors previously disclosed in our Annual Report. We urge you to read the risk factors in our Annual Report.

Part II

Items 2, 3 and 4