# Inno Holdings Inc.: Form 10-Q for the period ended Dec 31, 2024

- Company: [Inno Holdings Inc.](/companies/inhd.md) (CIK 1961847)
- Form: 10-Q
- Filed: 2025-02-14
- Accepted by EDGAR: Feb 14, 2025, 16:11 ET
- Period: 2024-12-31
- Accession: 0001493152-25-006642
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1961847/000149315225006642/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1961847/000149315225006642/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-10-01 to 2024-12-31 | $198.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-10-01 to 2024-12-31 | $180.0k | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2024-10-01 to 2024-12-31 | $18.0k | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2024-10-01 to 2024-12-31 | $578.6k | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-10-01 to 2024-12-31 | −$584.3k | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2024-10-01 to 2024-12-31 | −$603.7k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-10-01 to 2024-12-31 | −$0.22 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-10-01 to 2024-12-31 | −$0.22 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-10-01 to 2024-12-31 | 2,782,406 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-10-01 to 2024-12-31 | −$2.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-10-01 to 2024-12-31 | $26.9k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-12-31 | $4.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-12-31 | $7.6m | us-gaap:AssetsCurrent |
| Total assets | at 2024-12-31 | $10.7m | us-gaap:Assets |
| Current liabilities | at 2024-12-31 | $1.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-12-31 | $1.3m | us-gaap:Liabilities |
| Current portion of debt | at 2024-12-31 | $52.5k | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2024-12-31 | $50.0k | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2024-12-31 | $9.4m | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 24,890 characters.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q. All share and per-share information presented in this report has been retroactively adjusted to reflect the 1-for-10 reverse stock split of our common stock, which was effective on October 9, 2024. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth under the heading “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.*

### Cautionary Note Regarding Forward-Looking Statements

Some of the information in this document contains, or has incorporated by reference, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements typically are identified by the use of terms such as “may,” “believe,” “anticipate,” “expect,” “plan,” “predict,” “estimate,” will be,” or other similar words and phrases, although some forward-looking statements are expressed differently. You should be aware that our actual results could differ materially from results anticipated in the forward-looking statements due to a number of factors, including, but not limited to, our ability to effectively operate our business segments, our ability to manage our research, development, expansion, growth, and operating expenses, our ability to evaluate and measure our business, prospects, and performance metrics, our ability to complete, directly and indirectly, and succeed in a highly competitive and evolving industry, our ability to respond and adapt to changes in technology and customer behavior, our ability to protect our intellectual property and to develop, maintain, and enhance a strong brand, and other factors relating to our industry, operations, and results of operations. You should also consider carefully the statements under “Risk Factors,” as disclosed in our Form 10-K, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements. Given these uncertainties, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements. We undertake no obligation to update any such factors or forward-looking statements to reflect future events or developments.

### Overview

We are a building technology company that primarily manufactures cold-formed-steel members and offers a full range of services required to transform raw materials into precise steel framing products and prefabricated homes. We transform raw material (coils of rolled steel of various gauges and other materials) through our proprietary technologies to cut, punch and bend the steel into members or other components. These work-in-process components are further processed into finished products which are used in a variety of building types, including residential, commercial, industrial, and infrastructure. At each stage of the process, we are adding value to the original rolled steel (and other materials) to its final assembled use by businesses or directly to customers.

Our largest commodity expense is our primary raw material — rolled steel in various gauges and widths. Like any commodity, steel is subject to supply/demand-based price fluctuations which can have an impact on the profitability of our business if prices change between the time we enter into a contract with a customer to deliver finished goods and the time the steel is purchased from the mill. We seek to mitigate our exposure to steel price fluctuations in two ways:

- Entering fixed price forward contracts with steel mills/suppliers for delivery in the future so that our bids for customer contracts have known pricing for the steel. This is particularly useful in larger projects that involve delivery of product over many months.
- Maintaining an approximately three-month inventory of our most actively used rolled steel coils (defined by width and gauge). This inventory requires an active forward-looking assessment of steel needs to meet expected demand. Maintaining inventory is a real financial exposure especially during periods of pricing volatility.

20

Since the quarter ended December 31, 2024, we have introduced a new business of electronic products trading. We source and purchase electronic devices, including pre-owned smartphones, tablets, and laptops, from suppliers in Asia, and sell these products to wholesale clients and retail customers in Southeast Asia, Europe and other areas.

### Recent Developments

#### Expansion into Electronic Products Trading and Digital Transformation

On December 13, 2024, we announced that the Company is now developing a new venture in electronic products trading while expanding its sales and distribution network across Asia. Furthermore, since December 2024, the Company has been undergoing a digital transformation in marketing, distribution and sales. This transformation aims to expand the Company’s reach into various electronic products and redefine the landscape of online marketing, sales and distribution.

#### Reverse Stock Split

On October 9, 2024, we effected a one-for-ten (1:10) reverse stock split of our issued and outstanding shares of common stock (the “Split”). As a result of the Split, every ten (10) shares of common stock issued and outstanding immediately prior to the effective date was automatically converted into one share of common stock. The Split was implemented to comply with Nasdaq’s minimum bid price requirement. The Split did not reduce the number of authorized shares of common stock and did not affect the par value of the common stock.

#### October 2024 Private Placement

On October 31, 2024, the Company entered into a securities purchase agreement with certain investors (the “October 2024 Investors”) providing for the sale and issuance of 500,000 shares of the Company’s common stock (the “October 2024 Shares”) for an aggregate purchase price of $2,000,000 at $4.00 per share. The offering closed on November 6, 2024. The issuance of the shares was made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act.

In connection with the October 2024 Private Placement, the Company entered into a registration rights agreement with the October 2024 Investors, pursuant to which, among other things, the Company was required to prepare and file with the SEC one or more registration statements to register for the resale of the shares issued in the October 2024 Private Placement. On December 27, 2024, the Company filed a prospectus supplement to the Registration Statement on Form S-3 (File No. 333-284054) (the “Form S-3”), filed with the SEC on December 27, 2024, registering the October 2024 Shares. The Form S-3 was declared effective by the SEC on January 10, 2025.

#### November 2024 Private Placement

On November 13, 2024, the Company entered into a securities purchase agreement with nine non-U.S. investors (the “November 2024 Investors”) pursuant to which the Company agreed to issue and sell in a private placement offering an aggregate of 729,167 shares of common stock (the “November 2024 Shares”) at a purchase price per share of $4.80, for gross proceeds of approximately $3.5 million, of which proceeds will be used for working capital and other general corporate purposes. The November 2024 Private Placement closed in two tranches, with the initial issuance of 277,083 shares on November 20, 2024 and the subsequent issuance of 452,084 shares on December 13, 2024. The issuance and sale of the shares were exempt from registration under the Securities Act, pursuant to Rule 903 of Regulation S under the Securities Act because all of the investors were non-U.S. Persons (as defined under Rule 902 Section (k)(2)(i) of Regulation S).

In connection with the November 2024 Private Placement, the Company entered into a registration rights agreement with the November 2024 Investors, pursuant to which, among other things, the Company was required to prepare and file with the SEC one or more registration statements to register for the resale of the shares issued in the November 2024 Private Placement. On December 27, 2024, the Company filed a prospectus supplement to the Form S-3, filed with the SEC on December 27, 2024, registering the November 2024 Shares. The Form S-3 was declared effective by the SEC on January 10, 2025.

#### December 2024 Private Placement

On December 11, 2024, the Company entered into a securities purchase agreement with nine non-U.S. investors (the “December 2024 Investors”) pursuant to which the Company agreed to issue and sell in a private placement offering an aggregate of 700,000 shares of common stock (the “December 2024 Shares”) at a purchase price per share of $2.50, for gross proceeds of approximately $1.75 million, of which proceeds will be used for working capital and other general corporate purposes. The offering closed on December 23, 2024. The issuance and sale of the shares were exempt from registration under the Securities Act, pursuant to Rule 903 of Regulation S under the Securities Act because all of the investors were non-U.S. Persons (as defined under Rule 902 Section (k)(2)(i) of Regulation S).

In connection with the December 2024 Private Placement, the Company entered into a registration rights agreement with the December 2024 Investors, pursuant to which, among other things, the Company was required to prepare and file with the SEC one or more registration statements to register for the resale of the shares issued in the December 2024 Private Placement. On December 27, 2024, the Company filed a prospectus supplement to the Form S-3 filed with the SEC on December 27, 2024, registering the December 2024 Shares. The Form S-3 was declared effective by the SEC on January 10, 2025.

### Key Performance Indicators (“KPIs”)

In addition to the measures presented in our consolidated financial statements, our management regularly monitors certain KPIs for our business. The KPIs used by the Company include:

#### The capital turnover rate of raw-material procurement

Our business is reliant on timely delivery of raw materials. At the same time, our primary raw material (steel) is expensive to warehouse. We strive to achieve roughly 1-3 months of raw materials inventory to balance our cost of inventory against the risk of not having raw materials when needed. We do this by setting up long-term cooperative relationship with multiple local and national suppliers, including steel mills, in order to obtain a better payment cycle to secure the raw materials and to maximize the use of funds. At the same time, to match the raw-material usage of the sales order each quarter, we make quarterly purchase plans, to ensure the efficiency of capital turnover is higher.

#### The collection period of accounts receivable

Timely payments from customers are essential to a successful business. Based on our historical collectability experience, we will target strategic relationships with large-scale homebuilders and professional companies to reduce the risk associated with accounts receivable and reduce the days outstanding for accounts receivable. Eventually, we expect to achieve the goal of receiving 100% of the payment before products leave the shop.

#### Lead time

Construction requires the coordination of many contractors, subcontractors, permitting, etc. that must be done on very exacting schedules where any delays will have a ripple effect down the chain. While there are many things we cannot control, we strive to communicate with the customers at a high frequency and make the best production arrangement to minimize storage period and shorten the lead time, which is one of the most important operating indicators of INNO.

#### The growth of total operating income

We maintain internal long-term targets for both gross profit and operating income, based partly on long-term revenue growth targets and partly on execution and internal controls. Ultimately, we strive to deliver profitable long-term growth.

#### Production capacity improvement

We are committed to investing in the improvement of production capacity and production efficiency to support larger orders and to meet the goal of increasing total operating income.

### Results of Operation

The following table presents certain Consolidated statement-of-operations information and presentation of that data as a percentage of change from year to year.

### For the Three Months Ended December 31, 2024, and 2023

|  | Three Months Ended December 31, 2024 | 2023 |  |
| --- | ---: | ---: | ---: |
| Revenues | $198,000 | 166,617 | 19% |
| Costs of goods sold | 180,000 | 169,617 | 6% |
| Selling, general and administrative expenses (exclusive of items shown separately below) | 578,578 | 785,536 | -26% |
| Impairment loss | 3,514 | - | 100% |
| Depreciation | 20,209 | 21,060 | -4% |
| Operating loss | (584,301) | (809,596) | -28% |
| Other income (expenses) | (21,108) | (6,868) | 207% |
| Loss before income taxes | (605,409) | (816,464) | -26% |
| Income tax expense | - | 800 | -100% |
| Net loss | (605,409) | (817,264) | -26% |
| Non-controlling interest | (1,712) | (15,746) | -89% |
| Net loss attributable to Inno Holdings Inc. | $(603,697) | (801,518) | -25% |

#### Revenues

Revenue for the three months ended December 31, 2024 increased 19% to $198,000 in comparison to $166,617 for the three months ended December 31, 2023. Revenue for the three months ended December 31, 2024 consists solely of the Company’s new business of electronic products trading that started during this period. The new business of electronic products trading contributes to the increase in revenue for the three months ended December 31, 2024 against the comparable period in 2023.

Our revenues are significantly impacted by demand for residential and commercial buildings and electronic products, economic conditions including interest rates and costs of labor, materials and other variables that impact the cost of our finished goods. We cannot ensure that growth will continue, and our business may be adversely affected by the negative overall economic conditions currently being experienced.

#### Costs of Goods Sold

Cost of Goods Sold (COGS) includes raw materials (primarily rolled steel) and direct labor in the processing of raw materials through the manufacturing process, and electronic products purchased from our suppliers. COGS for the three months ended December 31, 2024, increased to $180,000 in comparison to $169,617 for the three months ended December 31, 2023. COGS for the three months ended December 31, 2024 consists solely of electronic products purchased from our suppliers in the Company’s new business of electronic products trading that started during this period. The new business of electronic products trading contributes to the increase in COGS for the three months ended December 31, 2024 against the comparable period in 2023.

#### Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended December 31, 2024, decreased 26% to $578,578 in comparison to $785,536 for the comparable period in 2023. The main reason for the decrease was the decrease in payroll expenses, bonus expenses and rent expenses.

#### Operating Loss

Operating loss was $584,301 for the three months ended December 31, 2024, in comparison to an operating loss of $809,596 for the comparable period in 2023. The decrease in operating loss was primarily attributed to the decrease in selling, general and administrative expenses, as discussed above.

#### Other Income (Expense)

Other expense for the three months ended December 31, 2024, was $21,108, in comparison to other expenses of $6,868 for the comparable period in 2023. Other expenses for the three months ended December 31, 2024, primarily consisted of a $63,035 donation expense, partially offset by a $49,675 income from non-operating consulting services. In contrast, other expenses for the three months ended December 31, 2023, were primarily attributable to loan interest.

#### Net Loss

Net loss for the three months ended December 31, 2024 was $605,409, in comparison to net loss of $817,264 for the three months ended December 31, 2023. The decrease in net loss was primarily due to changes in revenue, costs and expenses as outlined above.

### Liquidity and Capital Resources

#### Sources of Liquidity

During the three months ended December 31, 2024 and 2023, we primarily funded our operations with cash generated from operations, private and public shares offering, as well as through borrowing under our revolving line of credit, a long term promissory note, and related parties. We had cash of $4,804,138 as of December 31, 2024 compared to $1,526,661 of cash as of September 30, 2024. The cash increase was primarily due to the proceeds from the several private-placement offerings during the three months ended December 31, 2024, and offset by the cash usage in operating and investing activities during the periods ended December 31, 2024.

The Company has participated in several private-placement offerings during the three months ended December 31, 2024. On October 31, 2024, the Company entered into a securities purchase agreement with certain investors, providing for the sale and issuance of 500,000 shares of the Company’s common stock, no par value, for an aggregate purchase price of $2,000,000 at $4.00 per share (the “October 2024 Private Placement”). The offering closed on November 6, 2024.

On November 13, 2024, the Company entered into a securities purchase agreement with nine non-U.S. investors, pursuant to which the Company agreed to issue and sell in a private placement offering (the “November 2024 Private Placement”) an aggregate of 729,167 shares of common stock, no par value, at a purchase price per share of $4.80, for gross proceeds of approximately $3.5 million, of which proceeds will be used for working capital and other general corporate purposes. The offering closed on December 13, 2024.

On December 11, 2024, the Company entered into a securities purchase agreement with nine non-U.S. investors, pursuant to which the Company agreed to issue and sell in a private placement offering (the “December 2024 Private Placement”) an aggregate of 700,000 shares of common stock, no par value, at a purchase price per share of $2.50, for gross proceeds of approximately $1.75 million, of which proceeds will be used for working capital and other general corporate purposes. The offering closed on December 23, 2024.

We do not believe the cash and cash equivalents on hand as of December 31, 2024 of $4,804,138 will be sufficient to fund our operations and capital expenditure requirements for the next twelve months from the date the consolidated financial statements are issued. We will be required to raise additional capital to continue to fund operations and capital expenditure. The uncertainties surrounding our ability to access capital when needed creates substantial doubt about our ability to continue as a going concern. Based on our need to raise additional funds to implement our business plans for the next twelve months, we have included a discussion concerning the presentation of our financial statements on a going concern basis in the notes to our consolidated financial statements. We will be required in the near future to issue debt or sell our Company’s equity securities in order to raise additional cash, although there are no firm arrangements in place for any such financing at this time. We cannot provide any assurances as to whether we will be able to secure the necessary financing, or the terms of any such financing transaction if one were to occur. The failure to secure such financing could severely curtail our plans for future growth or in more severe scenarios, the continued operations of our Company.

#### Working Capital

As of December 31, 2024 and September 30, 2024, our working capital (deficit) was $6,366,687 and $975,755, respectively. The historical seasonality in our business and our capital raising activities during the year can cause cash and cash equivalents, inventory, and accounts payable to fluctuate, resulting in changes in our working capital.

#### Cash Flows

#### Operating Activities

For the three months ended December 31, 2024, net cash used in operating activities was $2,531,650, primarily driven by the net loss of $605,409, partially offset by non-cash items of $149,391 and working capital used cash of $2,075,632, which was primarily driven by a $2,012,606 increase in inventories and prepayments and other current assets.

For the three months ended December 31, 2023, net cash used in operating activities was $195,197, primarily driven by the net loss of $817,264, partially offset by non-cash items of $74,437 and working capital provided cash of $547,630, which was primarily driven by a $595,552 increase in accounts payable, unearned revenue and other current liabilities.

#### Investing Activities

For the three months ended December 31, 2024, net cash used in investing activities was primarily the result of investment in equity investee of $1,400,000, which is related to the investment in Core Modu LLC.

For the three months ended December 31, 2023, net cash used in investing activities was the result of additions to property and equipment of $54,452, which are mainly related to the purchase of machinery, tools, motor vehicles, and leasehold improvements.

#### Financing Activities

Net cash provided by financing activities was $7,237,281 and $7,920,452, respectively, for the three months ended December 31, 2024 and 2023.

For the three months ended December 31, 2024, net cash provided by financing activities was primarily due to the $7,250,000 net cash from the several private-placement offerings, offset by $12,719 payment of long term loans.

For the three months ended December 31, 2023, net cash provided by financing activities was primarily due to the $8,450,000 net cash from the initial public offering, $91,000 proceeds from related parties and offset by $287,089 payment of short term loans and $325,372 repayment to related parties.

### Critical Accounting Policies and Estimate

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 2 — Basis of Presentation and Summary of significant accounting policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of our most recently filed Form 10-K, describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Our critical accounting estimates, identified in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our most recently filed Form 10-K, include the discussion of estimates used for revenue recognition, inventory valuation, going concern assessment, and our provision for income taxes. Such accounting estimates require significant judgments and assumptions to be used in the preparation of the Condensed Consolidated Financial Statements included in this Form 10-Q, and actual results could differ materially from the amounts reported.

New Accounting Standards

From time to time, the FASB or other standards-setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update. To understand the impact of recently issued guidance, whether adopted or to be adopted, please review the information provided in Note 2 — Basis of Presentation and Summary of significant accounting policies, “Recently issued but not yet adopted accounting pronouncements”, in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our Condensed Consolidated Financial Statements upon adoption.

## Market risk

As filed, 302 characters.

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

## Controls and procedures

As filed, 3,506 characters.

### Disclosure Controls and Procedures

An evaluation was performed under the supervision of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms due to material weaknesses in our internal controls described below.

- Lack of adequate policies and procedures in internal control function to ensure that proper control and procedures have been designed and implemented over key business cycles.

We plan to hire additional personnel or consultant with relevant experience and qualifications to design and implement internal control over key business cycles to strengthen the internal control system. However, we cannot assure you that we will remediate our material weaknesses in a timely manner.

### Inherent Limitations Over Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

### Changes in Internal Control over Financial Reporting

There have not been any changes in our internal controls over financial reporting during the period ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### PART II

### OTHER INFORMATION

## Risk factors

As filed, 313 characters.

As a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item. In any event, there have been no material changes in our risk factors as previously disclosed in our 2024 Annual Report on Form 10-K filed with the SEC on December 9, 2024.

Filed Feb 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001493152-25-006642. Last ingested by Listed: Oct 24, 2026, 15:16 ET. No prices; not investment advice.