# PetVivo Holdings, Inc.: Form 10-Q for the period ended Sep 30, 2024

- Company: [PetVivo Holdings, Inc.](/companies/petv.md) (CIK 1512922)
- Form: 10-Q
- Filed: 2024-11-14
- Accepted by EDGAR: Nov 14, 2024, 21:00 ET
- Period: 2024-09-30
- Accession: 0001493152-24-045778
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1512922/000149315224045778/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1512922/000149315224045778/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-07-01 to 2024-09-30 | $200.7k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2024-04-01 to 2024-09-30 | $324.5k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-07-01 to 2024-09-30 | $21.2k | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2024-04-01 to 2024-09-30 | $34.2k | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-07-01 to 2024-09-30 | $179.6k | us-gaap:GrossProfit |
| Gross profit | 6 months, 2024-04-01 to 2024-09-30 | $290.3k | us-gaap:GrossProfit |
| Research and development | 3 months, 2024-07-01 to 2024-09-30 | $465.2k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2024-04-01 to 2024-09-30 | $852.7k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2024-07-01 to 2024-09-30 | −$2.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2024-04-01 to 2024-09-30 | −$4.2m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | −$2.2m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-04-01 to 2024-09-30 | −$4.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.11 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-04-01 to 2024-09-30 | −$0.22 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | −$0.11 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-04-01 to 2024-09-30 | −$0.22 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 20,099,095 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-04-01 to 2024-09-30 | 19,395,401 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-04-01 to 2024-09-30 | −$3.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2024-04-01 to 2024-09-30 | $18.6k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-09-30 | $126.2k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-09-30 | $1.2m | us-gaap:AssetsCurrent |
| Total assets | at 2024-09-30 | $3.2m | us-gaap:Assets |
| Current liabilities | at 2024-09-30 | $1.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-09-30 | $2.8m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-09-30 | $409.2k | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 26,020 characters.

### GENERAL

PetVivo Holdings, Inc. (the “Company,” “PetVivo,” “we” or “us) is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of innovative medical devices and therapeutics for animals. The Company has a pipeline of products for the treatment of animals. A portfolio of nineteen patents protects the Company’s biomaterials, products, production processes, and methods of use. The Company began commercialization of its lead product Spryng™ with OsteoCushion™ Technology, a veterinarian-administered, intraarticular injection for the management of lameness and other joint afflictions such as osteoarthritis in dogs and horses, in the second quarter of its fiscal year ended March 31, 2022.

The Company was incorporated in March 2009 under Nevada law under a different name. The Company operates as one segment from its corporate headquarters in Edina, Minnesota.

### CURRENT BUSINESS OPERATIONS

The Company is primarily engaged in the business of commercializing and licensing products in the veterinary market to treat and/or manage afflictions of companion animals such as dogs and horses. Most of our technology was developed for human biomedical applications, and we intend to leverage the investments already expended in their development to commercialize treatments for horses and companion animals in a capital and time-efficient way.

The Company’s initial product, Spryng™, and its pipeline products are derived from proprietary biomaterials that simulate a body’s cellular tissue by virtue of their reliance upon natural protein and carbohydrate compositions which incorporate such “tissue building blocks” as collagen, elastin, and proteoglycans such as heparin. Since these are naturally-occurring in the body, we believe they have an enhanced biocompatibility with living tissues compared to synthetic biomaterials such as those based upon alpha-hydroxy polymers (e.g PLA, PLGA, and the like), polyacrylamides, and other “natural” biomaterials that may lack the multiple proteins incorporated into our biomaterials. These proprietary protein-based biomaterials are similar to the body’s tissue thus allowing integration and tissue repair in long-term implantation in certain applications.

Our initial product, Spryng™, is a veterinary medical device designed to help reinforce and/or augment articular cartilage tissue for the management of lameness and other joint related afflictions, such as osteoarthritis, in horses and companion animals. Spryng™ is an intra-articular injectable product of biocompatible and insoluble particles that are slippery, wet-permeable, durable, and resilient to enhance the force cushioning function of the synovial fluid and cartilage. The particles mimic natural cartilage in composition, structure, and hydration. Multiple joints can be treated simultaneously. Our particles are comprised of collagen, elastin, and heparin, similar components found in natural cartilage. These particles show an effectiveness to reinforce and/or augment the cartilage, which enhances the functionality of the joint (e.g. provide cushion or shock-absorbing features to the joint and to provide joint lubricity).

Osteoarthritis, a common inflammatory joint disease in both dogs and horses, is a chronic, progressive, degenerative joint disease that is caused by a loss of synovial fluid and/or the deterioration of joint cartilage. Osteoarthritis affects approximately 14 million dogs and 1 million horses in the $11 billion companion animal veterinary care and product sales market.

Despite the market size, veterinary clinics and hospitals have very few treatments and/or drugs for use in treating osteoarthritis in dogs, horses, and other pets. As there is no cure for osteoarthritis, current solutions treat symptoms, but do not manage the cause. The current treatment for osteoarthritis in dogs generally consists of the use of nonsteroidal anti-inflammatory drugs (or “NSAIDs”) which are approved to alleviate pain and inflammation but present the potential for side effects relating to gastrointestinal, kidney, and liver damage and do not halt or slow joint degeneration. The Company offers an alternative to traditional treatments that only address the symptoms of the affliction. Spryng™ with OsteoCushion™ technology addresses the affliction, loss of synovial fluid, and/or the deterioration of joint cartilage, rather than treating just the symptoms and, to the best of our knowledge, has elicited minimal adverse side effects in dogs and horses. Spryng™-treated dogs and horses have shown an increase in activity even after they no longer are receiving pain medication or other treatments. Other treatments for osteoarthritis include steroid and/or hyaluronic acid injections, which are used for treating pain, inflammation and/or joint lubrication, but can be slow acting and/or short lasting.

We believe Spryng™ is an optimal solution to safely improve joint function in animals for several reasons:

- Spryng™ addresses the underlying problems which relate to deterioration of cartilage causing bones to contact each other and a lack of synovial fluid. Spryng™ provides a biocompatible lubricious cushion to the joint, which establishes a barrier between the bones, thereby protecting the remaining cartilage and bone.
- Spryng™ is easily administered with the standard intra-articular injection technique. Multiple joints can be treated simultaneously.
- Case studies indicate many dogs and horses have long-lasting multi-month improvement in lameness after having been treated with Spryng™.
- After receiving a Spryng™ injection, many canines are able to discontinue the use of NSAID’s, eliminating the risk of negative side effects.
- Spryng™ is an effective and economical solution for treating osteoarthritis. A single injection of Spryng™ is approximately $600 to $900 per joint and typically lasts for at least 12 months.

Historically, drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). Revenues and margins at veterinary practices are being eroded because online, big-box, and traditional pharmacies have recently started filling veterinary prescriptions. Veterinary practices are looking for ways to replace lost prescription revenues with safe and effective products. Spryng™ is a veterinarian-administered medical device that should expand practice revenues and margins. We believe that the increased revenues and margins provided by Spryng™ will accelerate its adoption rate and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.

We commenced sales of Spryng™ in the second quarter of fiscal 2022 and plan to increase our commercialization efforts of Spryng™ in the United States through our distribution relationship with MWI Veterinary Supply Co. (“Distributor” or “MWI”) and the use of sales reps, clinical studies, and market awareness to educate and inform key opinion leaders on the benefits of SpryngTM.

We entered into a Distribution Services Agreement (“Distribution Agreement”) with MWI on June 17, 2022. Pursuant to the Agreement, we appointed MWI to distribute, advertise, promote, market, supply, and sell the Company’s lead product, SpryngTM on an exclusive basis for two (2) years within the United States (the “Territory”), transitioning to a non-exclusive basis thereafter; provided however that the Company shall extend the exclusivity for an additional one (1) year if MWI achieves certain performance targets agreed upon by the parties. The Company can continue to sell Spryng™ within the Territory to established accounts, which include: (a) customers who have purchased SpryngTM from the Company prior to the date of the Agreement, (b) customers who require that they deal directly with the Company, (c) governmental agencies, and (d) customers that order via the internet who are not directly solicited by MWI to purchase Spryng™. All customers must be licensed veterinary practices.

Spryng™ is classified as a veterinary medical device under the United States Food and Drug Administration (“FDA”) rules and pre-market approval is not required by the FDA. Spryng™ completed a safety and efficacy study in rabbits in 2007. Since that time, more than 2,000 horses and dogs have been treated with Spryng™. We entered into a clinical trial services agreement with Colorado State University on November 5, 2020. We expect this university clinical study to be completed in March 2024. Additionally, the Company successfully completed an equine tolerance study in March 2022 and began two canine clinical studies with Ethos Veterinary Health, the first beginning in May of 2022 with anticipated completion in October 2023, and the second beginning in June of 2023 with an expected completion in October 2024. We anticipate these and other studies that we plan to initiate will be primarily used to expand our distribution outlets since the large international and national distributors generally require a third-party university study and other third-party studies prior to including a product in their catalog of products.

We manufacture our products in an ISO 7 certified clean room manufacturing facility in Minneapolis using our patented and scalable self-assembly production process, which minimizes the infrastructure requirements and manufacturing risks to deliver a consistent, high-quality product while being responsive to volume requirements. A second ISO cleanroom facility is expected to be operational later this year. We believe that having two manufacturing facilities will help us minimize supply risks, allow for continued scaling of our production capacity, and expand our research and development facilities.

We also have a pipeline of therapeutic devices for both veterinary and human clinical applications. Some such devices may be regulated by the FDA or other equivalent regulatory agencies, including but not limited to the Center for Veterinary Medicine (“CVM”). We anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors and in view of the Company’s vast proprietary product pipeline, the Company may establish strategic out-licensing partnerships to provide secondary revenues.

### RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our 2024 10-K Report and the consolidated financial statements and related notes in Item 1, Financial Statements appearing elsewhere in this Quarterly Report on Form 10-Q (“10-Q Report”). The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of our 2024 10-K Report under the heading “Risk Factors,” as updated and supplemented by risks described in other SEC filings. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

We are a smaller reporting company and have incurred substantial losses in connection with our operations. We will need substantial capital to pursue our current plans to commercialize our initial product, Spryng™.

### RESULTS OF OPERATIONS

|  | For the Three Months Ended September 30, 2024 | 2023 | For the Six Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Revenues | $200,720 | $207,366 | $324,470 | $324,549 |
| Cost of Sales | 21,162 | 21,862 | 34,156 | 34,167 |
| Operating Expenses | 2,352,598 | 3,129,847 | 4,507,787 | 6,128,302 |
| Other (Expense) Income | (2,453) | (716,810) | (5,083) | (716,810) |
| Net Loss | $(2,175,493) | $(3,661,153) | $(4,222,556) | $(6,554,730) |
| Net loss per share - basic and diluted | $(0.11) | $(0.28) | $(0.22) | $(0.53) |

28

### For The Three Months Ended September 30, 2024, Compared to The Three Months Ended September 30, 2023

***Total Revenues***. Revenues were $200,720 and $207,366 for the three months ended September 30, 2024 and 2023, respectively. Revenues in the three months ended September 30, 2024, consist of sales of our Spryng™ products to our Distributors of $168,948 and to veterinary clinics in the amount of $31,771. Revenues in the three months ended September 30, 2023, consist of sales of our Spryng™ products to our Distributor of $135,976 and to veterinary clinics in the amount of $71,390.

***Cost of Sales***. Cost of sales were $21,162 and $21,862 for the three months ended September 30, 2024 and 2023, respectively. Cost of sales includes product costs related to the sale of our Spryng™ products and labor and overhead costs. Cost of sales in the three months ended September 30, 2024, compared to the three months ended September 30, 2023 remained constant.

***Operating Expenses***. Operating expenses were $2,352,598 and $3,129,847 for the three months ended September 30, 2024 and 2023, respectively. The decrease is primarily due to decreased general and administrative (“G&A”) expenses and sales and marketing expenses related to the sale of our Spryng™ products.

General and administrative (“G&A”) expenses were $1,267,117 and $1,691,790 for the three months ended September 30, 2024 and 2023, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, and stock compensation expenses.

Sales and marketing expenses were $620,307 and $1,078,725 for the three months ended September 30, 2024 and 2023, respectively. Sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the launch of our Spryng™ product.

Research and development (“R&D”) expenses were $465,174 and $359,332 for the three months ended September 30, 2024 and 2023, respectively. The increase was related to clinical studies and efforts to support the launch of Spryng™.

***Operating Loss***. As a result of the foregoing, our operating loss was $2,173,040 and $2,944,343 for the three months ended September 30, 2024 and 2023, respectively. The decrease was related to cost-cutting initiatives in general and administrative and sales and marketing expenses.

***Other Expense.*** Other expense was $2,453 and $716,810 for the three months ended September 30, 2024 and 2023, respectively. Other expense in 2023 consisted of loss on extinguishment of debt and a settlement expense to David Masters.

***Net Loss***. Our net loss for the three months ended September 30, 2024 was $2,175,493 or ($0.11) per share as compared to a net loss of $3,661,153 or ($0.28) per share for the three months ended September 30, 2023. The decrease was related to cost-cutting initiatives in general and administrative expenses and sales and marketing expenses. The weighted average number of shares outstanding was 20,099,095 compared to 12,987,641 for the three months ended September 30, 2024 and 2023, respectively.

### For The Six Months Ended September 30, 2024, Compared to The Six Months Ended September 30, 2023

***Total Revenues***. Revenues were $324,470 and $324,549 for the six months ended September 30, 2024 and 2023, respectively. Revenues in the six months ended September 30, 2024, consist of sales of our Spryng™ products to our Distributors of $237,239 and to veterinary clinics in the amount of $87,231. Revenues in the six months ended September 30, 2023, consist of sales of our Spryng™ products to our Distributor of $169,371 and to veterinary clinics in the amount of $155,178.

***Cost of Sales***. Cost of sales were $34,156 and $34,167 for the six months ended September 30, 2024 and 2023, respectively. Cost of sales includes product costs related to the sale of our Spryng™ products and labor and overhead costs. Cost of sales in the six months ended September 30, 2024, compared to the three months ended September 30, 2023 remained constant.

***Operating Expenses***. Operating expenses were $4,507,787 and $6,128,302 for the six months ended September 30, 2024 and 2023, respectively. The decrease is primarily due to decreased general and administrative (“G&A”) expenses and sales and marketing expenses related to the sale of our Spryng™ products.

General and administrative (“G&A”) expenses were $2,500,378 and $3,454,588 for the six months ended September 30, 2024 and 2023, respectively. General and administrative expenses include compensation and benefits, contracted services, legal and consulting fees, and stock compensation expenses.

Sales and marketing expenses were $1,154,720 and $2,020,611 for the six months ended September 30, 2024 and 2023, respectively. Sales and marketing expenses include compensation, consulting, tradeshows, and stock compensation costs to support the launch of our Spryng™ product.

Research and development (“R&D”) expenses were $852,689 and $653,103 for the six months ended September 30, 2024 and 2023, respectively. The increase was related to clinical studies and efforts to support the launch of Spryng™.

***Operating Loss***. As a result of the foregoing, our operating loss was $4,217,473 and $5,837,920 for the six months ended September 30, 2024 and 2023, respectively. The decrease was related to cost-cutting initiatives in general and administrative and sales and marketing expenses.

***Other Expense.*** Other expense was $5,083 and $716,810 for the six months ended September 30, 2024 and 2023, respectively. Other expense in 2023 consisted of loss on extinguishment of debt and a settlement expense to David Masters.

***Net Loss***. Our net loss for the six months ended September 30, 2024 was $4,222,556 or ($0.22) per share as compared to a net loss of $6,554,730 or ($0.53) per share for the six months ended September 30, 2023. The decrease was related to cost-cutting initiatives in general and administrative expenses and sales and marketing expenses. The weighted average number of shares outstanding was 19,395,401 compared to 12,325,973 for the six months ended September 30, 2024 and 2023, respectively.

### LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2024, our current assets were $1,246,384, including $126,239 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,858,017 including $1,157,728 of accounts payable and accrued expenses. Our working capital deficit as of September 30, 2024 was $611,633.

From October 1, 2024, through the date of this quarterly report 10Q filing, the Company sold 225,000 restricted common shares to four accredited investors who purchased the shares for $112,500 at $0.50 per share. The Company also raised $200,000 of short-term notes from two accredited investors with conversion provisions to convert at the lesser of the per share price at which the Company sells Shares of the Company may raise in a subsequent offering or $0.50 per share.

We will need to raise additional capital in the future to support our efforts to commercialize Spryng™ and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

*Net Cash Used in Operating Activities –* We used $3,130,762 of net cash in operating activities for the six months ended September 30, 2024. This cash used in operating activities was primarily attributable to our net loss of $4,222,556, partially offset by stock-based compensation expense of $701,436 and investor relations and consulting services paid in stock of $315,088.

*Net Cash Used in Investing Activities –* We used $18,598 of net cash in investing activities for the six months ended September 30, 2024, consisting of costs capitalized for manufacturing and computer equipment.

*Net Cash Provided by Financing Activities –* During the six months ended September 30, 2024, we provided net cash of $3,188,196 from the sale of common stock and preferred stock and proceeds from the issuance of convertible debentures and notes payable.

### Inventory

Inventories are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.

At September 30, 2024, the Company’s inventory had a carrying value of $372,115 and was broken down into $12,303 of finished goods, $57,511 of work in process, and $302,301 in raw materials.

At March 31, 2024, the Company’s inventory had a carrying value of $390,076 and was broken down into $35,442 of finished goods, $20,289 of work in process, and $334,345 in raw materials.

### MATERIAL COMMITMENTS

### Note Payable

As of September 30, 2024, we are obligated on a note and accrued interest of $18,288.

### OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2024, and as of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

### GOING CONCERN

The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our working capital deficit at September 30, 2024 was $611,633. We have continued to realize losses from operations. We will need to raise additional capital in the future to support our efforts to commercialize Spryng™ and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.

### CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of America. Our significant accounting policies are described in Note 1 to our consolidated financial statements attached hereto. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the consolidated financial statements.

### RECENTLY ISSUED ACCOUNTING STANDARDS

The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to formal review of the Company’s financial management.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the existing “incurred loss” model for recognizing credit losses with an “expected loss” model referred to as the CECL model. Under the CECL model, the Company is required to present certain financial assets carried at amortized cost, such as accounts receivable, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company adopted this standard in the consolidated financial statements for the year ended March 31, 2024. The change had no impact on the Company’s financial statements.

All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.

## Controls and procedures

As filed, 1,182 characters.

### DISCLOSURE CONTROLS AND PROCEDURES

### Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is 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 and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures.

Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.

### Changes in internal control over financial reporting.

There were no significant changes in our internal control over financial reporting in the second quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 672 characters.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for our fiscal year ended March 31, 2024. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition, or operating results in the future.

Filed Nov 14, 2024.
Source: SEC EDGAR, the filing index for accession 0001493152-24-045778. Last ingested by Listed: Oct 24, 2026, 15:12 ET. No prices; not investment advice.