# Enveric Biosciences, Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Enveric Biosciences, Inc.](/companies/envb.md) (CIK 890821)
- Form: 10-Q
- Filed: 2025-11-14
- Accepted by EDGAR: Nov 14, 2025, 16:31 ET
- Period: 2025-09-30
- Accession: 0001493152-25-023540
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/890821/000149315225023540/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/890821/000149315225023540/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | $402.4k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $2.4m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$1.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | −$6.6m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$1.9m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$6.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | −$10.81 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$35.74 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | −$10.81 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$35.74 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 313,242 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 226,400 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | −$6.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-09-30 | $3.8m | us-gaap:Cash |
| Current assets | at 2025-09-30 | $4.2m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $4.4m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $905.9k | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2025-09-30 | $3.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 23,702 characters.

*The information set forth below should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless stated otherwise, references in this Quarterly Report on Form 10-Q to “us,” “we,” “our,” or our “Company” and similar terms refer to Enveric Biosciences, Inc., a Delaware corporation, and its subsidiaries*

### Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, future financial and operating results, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from our historical experience and our present expectations. These risks and uncertainties include, but are not limited to:

- our belief that EB-003 is the first known compound to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience;
- our intention to broaden our pipeline with additional non-hallucinogenic molecules with the unveiling of the EVM401 Series;
- our belief that the EVM401 Series will strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options;
- our intention to pursue the EVM401 Series, but primarily focus on developing our lead asset EB-003 in the EVM301 Series;
- our belief that factors exist that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements;
- management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending;
- our belief that adequate additional financing may not be available to the Company on acceptable terms, or at all;
- our belief that should the Company be unable to raise sufficient additional capital, the Company may be required to undertake further cost-cutting measures including delaying or discontinuing certain operating activities;
- our exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the United States dollar;
- our belief that the outcome of such legal proceedings that the Company may periodically be engaged in the normal course of business will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows;
- our belief that our lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient;
- the advancement of EB-003 through preclinical studies and aim of initiating the first-in-human studies to asses safety and tolerability including non-hallucinogenic properties, followed by clinical trial targeting the treatment of depression or other neuropsychiatric disorders;
- our intention to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research;
- our plan to submit filings including Investigational New Drug (“IND”) applications and, eventually, new drug applications (NDAs) to seek approval with the U.S. Food and Drug Administration (FDA) and with responsible regulatory agencies in other jurisdictions, in connection with our product candidates;
- our belief that we have regained compliance with Nasdaq Listing Rule 5550(b)(1); and
- our success at managing the risks involved in the foregoing.

14

For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those projected in these forward-looking statements, see the risk factors and uncertainties set forth in Part II, Item 1A of this Form 10-Q and Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2024. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise, except as required by law.

### Business Overview

Enveric a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics that address unmet needs in psychiatric and neurological disorders. By leveraging a differentiated drug discovery platform and a growing library of patent protected chemical structures, it is advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. The Company’s lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT2A and 5-HT1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.

Enveric’s lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient. EB-003 is a novel derivative of N,N-Dimethyltryptamine. It is currently advancing through preclinical studies with the aim of initiating first-in-human studies to assess safety and tolerability including non-hallucinogenic properties, followed by clinical trials targeting the treatment of depression or other neuropsychiatric disorders.

The Company intends to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research. The Company plans to submit filings including Investigational New Drug (“IND”) applications and, eventually, new drug applications (NDAs) to seek approval with the U.S. Food and Drug Administration (FDA) and with responsible regulatory agencies in other jurisdictions, in connection with its product candidates. The selection, timing, duration, and design of any prospective studies are subject to regulatory filings, approval and finalization of commercial plans. Enveric’s next step is to advance EB-003 into formal preclinical development studies in support of a future IND filing.

The Company unveiled an EVM401 Series on February 25, 2025, which is intended to broaden its pipeline with additional non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options. While the Company intends to pursue development of the EVM401 Series, its primary focus is to develop its lead asset EB-003 in the EVM301 Series.

### Recent Developments

### At the Market Offering

The Company entered into an at the market offering agreement, or the (“ATM Agreement”), with H.C. Wainwright & Co., LLC, or (“Wainwright”), acting as sales agent, on April 9, 2025, relating to shares of Common Stock. Under the ATM Agreement, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $1,854,151 from time to time through Wainwright. As of September 30, 2025 the Company has issued 110,242 shares under the ATM Agreement for net cash proceeds of $1,636,799.

### Inducement Warrant Transaction

On September 17, 2025, the Company entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain Holders of the Company’s Series A Warrants and Series B Warrants originally issued in February 2025 (the “Existing Warrants”), which closed on September 18, 2025. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants to purchase 202,083 shares of the Company’s Common Stock, in the aggregate, at a reduced exercise price of $10.98 per share (from an original exercise price of $36.00 per share), in exchange for the Company’s agreement to issue new warrants (the “Series C Warrants” and “Series D Warrants,” collectively, the “Inducement Warrants”) to purchase up to 404,166 shares of the Company’s Common Stock under each series (the “Inducement Warrant Shares”). Pursuant to Nasdaq Listing Rule 5635(d), we are required to obtain approval from the Company’s stockholders before issuing any underlying Inducement Warrant Shares upon exercise of the Inducement Warrants (“Stockholder Approval”).

The Series C Warrants have an exercise price of $10.98 per share and expire five years from the date Stockholder Approval is received. The Series D Warrants have the same exercise price and expire eighteen months from the date Stockholder Approval received. The inducement warrant transaction closed on September 18, 2025. The Company received aggregate gross proceeds of $2,218,873 from the exercise of the Existing Warrants by the Holders.

The Company engaged Wainwright to act as its exclusive placement agent in connection with the transactions and agreed to pay Wainwright a cash fee equal to 7.0% of the gross proceeds as well as a management fee equal to 1.0% of the aggregate gross proceeds from the exercise of the Existing Warrants.The placement agent warrants have the same terms as the Inducement Warrants, except the placement agent warrants have an exercise price of $13.7256 per share. The grant date fair value of these placement agent warrants was estimated to be $90,000 on September 18, 2025 and was charged to additional paid-in capital as issuance costs. The Company also incurred legal and other offering-related fees of $334,659, which were similarly charged to additional paid-in capital.

### Nasdaq Listing

On August 26, 2025, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1). On October 23, 2025, the Company filed a Current Report on Form 8-K indicating that it believed as a result of the inducement warrant transaction (described above), its stockholders’ equity exceeded $2.5 million as required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). On October 24, 2025, the Company received a letter from the Staff determining that the Company regained conditional compliance subject to evidencing compliance upon filing its next periodic report. In this Quarterly Report on Form 10-Q for the period ended September 30, 2025, the Company reports $3,456,176 in stockholders’ equity.

On October 22, 2025, the Company received written notice from the Listing Qualifications Department of Nasdaq notifying the Company that, because the closing price for the Company’s Common Stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Company effected a 1-for-12 reverse stock split on October 23, 2025, which began trading on a split-adjusted basis on October 28, 2025. As a result, the Company’s stock price has traded above the minimum bid price requirement since October 28, 2025 through the date of this report. On November 12, 2025, the Company received notice that it has regained compliance with the bid price requirement in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with the Nasdaq Capital Market’s listing requirements.

### Results of Operations

The following table sets forth information comparing the components of net loss for the three months ended September 30, 2025 and 2024:

| Operating expenses | For the Three Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| General and administrative | $1,431,157 | $1,195,661 |
| Research and development | 402,417 | 802,717 |
| Depreciation and amortization | 40,369 | 84,814 |
| **Total operating expenses** | 1,873,943 | 2,083,192 |
| **Loss from operations** | (1,873,943) | (2,083,192) |
| **Other income (expense)** |  |  |
| Other expense | — | (623) |
| Interest income (expense), net | 274 | (217) |
| **Total other income (expense)** | 274 | (840) |
| **Net loss before income taxes** | $(1,873,669) | $(2,084,032) |
| Income tax expense | — | — |
| **Net loss** | $(1,873,669) | $(2,084,032) |

### General and Administrative Expenses

Our general and administrative expenses increased to $1,431,157 for the three months ended September 30, 2025 from $1,195,661 for the three months ended September 30, 2024, an increase of $235,496, or 20%. This change was primarily driven by increases in marketing expense of $155,134, Delaware Franchise Tax of $103,100, and legal expense of $39,634, offset by decreases in stock based compensation expense of $65,326.

### Research and Development Expenses

Our research and development expenses for the three months ended September 30, 2025 were $402,417 as compared to $802,717 for the three months ended September 30, 2024, for a decrease of $400,300, or approximately 50%. This change was primarily driven by a decrease in CRO costs of $264,384, salaries and wages of $148,103, research costs of $128,027, and product development costs of $63,858, partially offset by an increase in consulting fees of $197,858.

### Depreciation and Amortization Expense

Depreciation and amortization expense for the three months ended September 30, 2025 was $40,369 as compared to $84,814 for the three months ended September 30, 2024, with a decrease of $44,445, or approximately 52%, due to full amortization of the Company’s intangible assets during the first quarter of 2025.

The following table sets forth information comparing the components of net loss for the nine months ended September 30, 2025 and 2024:

| Operating expenses | For the Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| General and administrative | $4,010,313 | $4,329,565 |
| Research and development | 2,408,839 | 1,873,873 |
| Depreciation and amortization | 161,373 | 255,002 |
| **Total operating expenses** | 6,580,525 | 6,458,440 |
| **Loss from operations** | (6,580,525) | (6,458,440) |
| **Other income (expense)** |  |  |
| Other income | 2,565 | 39,386 |
| Interest income (expense), net | 144 | 444 |
| **Total other income (expense)** | 2,709 | 39,830 |
| **Net loss before income taxes** | $(6,577,816) | $(6,418,610) |
| Income tax expense | — | (1,731) |
| **Net loss** | $(6,577,816) | $(6,420,341) |

### General and Administrative Expenses

Our general and administrative expenses decreased to $4,010,313 for the nine months ended September 30, 2025 from $4,329,565 for the nine months ended September 30, 2024, a decrease of $319,252, or 7%. This change was primarily driven by decreases in director fees of $150,252, stock compensation expense of $177,643, insurance fees of $76,089, and accounting fees of $62,226, partially offset by an increase in marketing expense of $192,763.

### Research and Development Expenses

Our research and development expense for the nine months ended September 30, 2025 was $2,408,839 as compared to $1,873,873 for the nine months ended September 30, 2024 with an increase of $534,966, or approximately 29%. This increase was primarily driven by an increase in consulting fees of $1,334,313, and a prior year gain that was realized during the nine months ended September 30, 2024 related to the Australian R&D tax incentive of $291,439, offset by a decrease in CRO costs of $508,774, salaries and wages of $442,648, lab costs of $49,169, product development costs of $30,974, research costs of $45,146, and rent expense of $28,332.

### Depreciation and Amortization Expense

Depreciation and amortization expense for the nine months ended September 30, 2025 was $161,373 as compared to $255,002 for the nine months ended September 30, 2024, for a decrease of $93,629, or approximately 37%, primarily related to full amortization of the Company’s intangible assets in the first quarter of 2025.

### Going Concern, Liquidity and Capital Resources

The Company has incurred losses since inception resulting in an accumulated deficit of $112,652,321 as of September 30, 2025 and further losses are anticipated in the development of its business. For the nine months ended September 30, 2025, the Company had a loss from operations of $6,580,525. Further, the Company had operating cash outflows of $6,356,680 for the nine months ended September 30, 2025. Since inception, being a research and development company, the Company has not yet generated revenue and the Company has incurred continuing losses from its operations. The Company’s operations have been funded principally through the issuance of debt and equity. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements.

In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. At September 30, 2025, the Company had cash of $3,757,594 and working capital of $3,259,655. The Company’s current cash on hand is insufficient to satisfy its operating cash needs for the 12 months following the filing of this Quarterly Report on Form 10-Q. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date the financial statements are issued. Management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending. Adequate additional financing may not be available to us on acceptable terms, or at all. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing certain operating activities.

As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date of the unaudited condensed consolidated financial statements. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

### Cash Flows

Since inception, we have primarily used our available cash to fund our product development and operations expenditures.

### Cash Flows for the Nine Months Ended September 30, 2025 and 2024

The following table sets forth a summary of cash flows for the years presented:

|  | For the Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(6,356,680) | $(6,414,590) |
| Net cash provided by financing activities | 7,890,361 | 7,210,386 |
| Effect of foreign exchange rate on changes on cash | (17,113) | 27,910 |
| Net increase in cash | $1,516,568 | $823,706 |

#### Operating Activities

Net cash used in operating activities was $6,356,680 during the nine months ended September 30, 2025, which consisted primarily of a net loss adjusted for non-cash items of $5,960,602, a decrease in prepaid expenses and other current assets of $132,795, a decrease in related party payable of $232,891 and a decrease in accounts payable and accrued liabilities of $295,982.

Net cash used in operating activities was $6,414,590 during the nine months ended September 30, 2024, which consisted primarily of a net loss adjusted for non-cash items of $5,114,009, an increase in prepaid expenses and other current assets of $3,674, and a decrease in accounts payable and accrued liabilities of $1,296,907.

#### Financing Activities

Net cash provided by financing activities was $7,890,361 during the nine months ended September 30, 2025, which consisted of $4,244,467 in net proceeds from a best efforts public offering of Common Stock, Pre-Funded Warrants, and Series A and Series B Warrants (the “Offering”), $2,009,095 in proceeds from the exercise of warrants, and $1,636,799 in net proceeds from the sale of Common Stock through the ATM Agreement.

Net cash provided by financing activities was $7,210,386 during the nine months ended September 30, 2024, which consisted of $1,804,819 from the net proceeds received from the stock subscription receivable, $2,676,980 for the exercise of the inducement warrants, $2,290,186 for the Common Stock sold under a distribution agreement, net of offering costs, and $599,862 for the Common Stock sold under the Purchase Agreement, offset by $161,461 offering costs previously accrued for the inducement warrants.

### Critical Accounting Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Our most critical accounting estimate includes determining the accruals associated with third party providers supporting research and development efforts.

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

## Market risk

As filed, 927 characters.

Our primary market risk exposure is foreign currency exchange rate risk. From inception through September 30, 2025, the Company’s reporting currency is the United States dollar while the functional currency of certain of the Company’s subsidiaries were the Canadian dollar and Australian dollar. For the reporting periods ended September 30, 2025 and September 30, 2024, the Company engaged in a number of transactions denominated in Canadian dollars and Australian dollars. As a result, the Company is subject to exposure from changes in the exchange rates of the Canadian dollar and Australian dollar against the U.S. dollar.

The Company has not entered into any financial derivative instruments that expose it to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. The Company may, however, hedge such exposure to foreign currency exchange fluctuations in the future.

## Controls and procedures

As filed, 2,945 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based on this evaluation, and in light of the material weaknesses found in our internal controls over financial reporting as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective as of September 30, 2025.

### Management’s Remediation Plan

As previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, management had concluded that our internal control over financial reporting was not effective as of December 31, 2024, because management identified inadequate segregation of duties to ensure the processing, review, and authorization of all transactions, including non-routine transactions resulting in deficiencies, which, in aggregate, amounted to a material weakness in the Company’s internal control over financial reporting.

Management has taken, and is taking steps to strengthen our internal control over financial reporting: we have conducted evaluation of the material weakness to determine the appropriate remedy and have established procedures for documenting disclosures and disclosure controls.

While we have taken certain actions to address the material weaknesses identified, additional measures may be necessary as we work to improve the overall effectiveness of our internal controls over financial reporting.

### Changes in Internal Control over Financial Reporting

Other than the changes being undertaken as part of the Company’s remediation plan, there have been no other changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-(f) of the Exchange Act) that occurred during quarter ending September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 665 characters.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 28, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations of financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company’s Annual Report.

Filed Nov 14, 2025.
Source: SEC EDGAR, the filing index for accession 0001493152-25-023540. Last ingested by Listed: Nov 3, 2026, 18:51 ET. No prices; not investment advice.