# Intellinetics, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Intellinetics, Inc.](/companies/inlx.md) (CIK 1081745)
- Form: 10-Q
- Filed: 2026-05-14
- Accepted by EDGAR: May 14, 2026, 20:00 ET
- Period: 2026-03-31
- Accession: 0001493152-26-023045
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1081745/000149315226023045/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1081745/000149315226023045/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $3.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-01-01 to 2026-03-31 | $1.4m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2026-01-01 to 2026-03-31 | $2.5m | us-gaap:GrossProfit |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$1.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | −$4.7k | us-gaap:InterestExpense |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$1.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.27 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.27 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 4,393,206 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$228.4k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $25.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $2.1m | us-gaap:Cash |
| Current assets | at 2026-03-31 | $4.7m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $16.5m | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $5.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $6.0m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | $10.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 27,739 characters.

The following discussion and analysis of our financial conditions and results of operations should be read together with our condensed consolidated financial statements and notes thereto included in Part I, Item 1, “*Financial Statements,”* of this Quarterly Report on Form 10-Q, and with the condensed consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods. Any forward-looking statements in this discussion and analysis should be read in conjunction with the information set forth in “Note Regarding Forward-Looking Statements” elsewhere herein. In this Quarterly Report, we sometimes refer to the three month period ended March 31, 2026 as the first quarter 2026, and to the three month period ended March 31, 2025 as the first quarter 2025.

### Company Overview

We are a document services and software solutions company serving both the small-to-medium business and governmental sectors with their digital transformation and process automation initiatives. Our digital transformation products and services are provided through two reporting segments: Software and Document Services. Our Software segment consists primarily of solutions involving our software platform, allowing customers to capture and manage their documents across operations such as scanned hard-copy documents and digital documents including those from Microsoft Office 365, digital images, audio, video and emails. Our Document Services segment provides assistance to customers as a part of their overall document strategy to convert documents from one medium to another, predominantly paper to digital, including migration to our software solutions, as well as micrographics conversions and long-term storage and retrieval services. Our solutions create value for customers by making it easy to connect business-critical documents to the people who need them by making those documents easy to find and access, while also being secure and compliant with the customers’ audit requirements. Solutions are sold both directly to end-users and through channel partners.

Our customers use our software by one of two methods: purchasing our software and installing it onto their own equipment, which we refer to as an “on-premise” model, or licensing and accessing our platform via the Internet, which we refer to as a “software as a service” or “SaaS” model and also as a “cloud-based” model. Licensing of our software through our SaaS model has become increasingly popular among our customers, especially in light of the increased deployment of remote workforce policies, and is a key ingredient in our revenue growth strategy. Our SaaS products are hosted with leading third-party cloud infrastructure providers, including Amazon Web Services and other U.S.-based data center providers, delivering reliable hosting services consistent with industry best practices in data security and performance.

We operate a U.S.-based business with concentrated sales to the State of Michigan for our Document Services segment, complemented by our diverse set of document management software solutions and services. We hold or compete for leading positions regionally in select markets and attribute this leadership to several factors including the strength of our brand name and reputation, our comprehensive offering of innovative solutions, and the quality of our service support. Net growth in sales of software as a service in recent years reflects market demand for these solutions over traditional sales of on-premise software. We expect to continue to benefit from our select niche leadership market positions, innovative product offerings, growing customer base, and the impact of our increased spending in sales and marketing programs. Examples of these programs include identifying and investing in growth and expanded market penetration opportunities, more effective products and services pricing strategies, demonstrating superior value to customers, increasing our sales force effectiveness through improved guidance and measurement, and continuing to optimize our lead generation and lead nurturing processes.

For further information about our consolidated revenue and earnings, please see our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

### How We Evaluate our Business Performance and Opportunities

There has been no material change during the first quarter 2026 to the major qualitative and quantitative factors we consider in the evaluation of our operating results as set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — *How We Evaluate our Business Performance and Opportunities”* of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

### Executive Overview of Results

First quarter 2026 results reflected challenges on multiple, unrelated fronts. Our Document Services segment faced a continued reduction in volume, plus an unfavorable mix shift from first quarter 2025. Our Software segment experienced improved bookings and order intake relative to first quarter 2025. However, GAAP revenue from these orders will primarily begin to be recognized in second quarter 2026 and beyond. Our margins reduced slightly overall, driven by a reduction in Professional Services in our Document Services segment.

Below are our key financial results for the first quarter 2026 (consolidated unless otherwise noted):

- Revenues were $3,909,182, representing a revenue decrease of 8.0% year over year.
- SaaS revenue was $1,543,847, representing revenue growth of 0.1% year over year.
- Cost of revenues was $1,427,123, an increase of 0.5% year over year.
- Gross profit percentage was 63.5%, compared to 66.6% in the first quarter 2025.
- Operating expenses (excluding cost of revenues) were $3,664,611, an increase of 4.4% year over year.
- Loss from operations was $1,182,552, compared to loss from operations of $684,559 in the first quarter 2025.
- Net loss was $1,177,853 with basic and diluted net loss per share of $0.27, compared to net loss of $727,565 with basic and diluted net loss per share of $0.17 in the first quarter 2025.
- Net cash used in operating activities was $228,433, compared to $27,053 used in operations in the first quarter 2025.
- Capital expenditures were $203,665 including capitalized software costs of $178,700, compared to $223,934 in the first quarter 2025, including capitalized software costs of $102,854.
- As of March 31, 2026, we had 147 employees, including 11 part-time employees, compared to 150 employees as of March 31, 2025.

### Financial Impact of Current Economic Conditions

Our overall performance depends on economic conditions, and our continuing growth will be due in part to continued growth in the US economy and stability of state and local governmental spending in the US. We do not have direct risk exposure to federal spending levels, but we could face exposure indirectly if federal spending reductions have a corresponding effect on state and local budgets, particularly in the K-12 Education sector. Our performance will also continue to be affected by any increased wage inflation, as well as modest GDP growth rates.

Volatility from international conflicts and trade protectionism is likely to have a minimal direct impact on us because we consume relatively little in raw materials. However, we have customers in industries that are likely to be affected, such as homebuilding and construction. Any industry-specific or macroeconomic downturn could affect our customers’ and potential customers’ budgets for technology procurement and stall our growth plans. However, absent economic disruptions, and based on the current trend of our business operations and our continued focus on strategic initiatives to grow our customer base, we believe in the strength of our brand and our focus on our strategic priorities.

### Uncertainties, Trends, and Risks that can cause Fluctuations in our Operating Results

Our operating results have fluctuated significantly in the past and are expected to continue to fluctuate in the future due to a variety of factors, in addition to economic conditions, that are discussed in Part II, Item 7, “*Management’s Discussion and Analysis of Financial Condition and Results of Operations - Uncertainties, Trends, and Risks that can cause Fluctuations in our Operating Results”* of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Due to all these factors and the other risks discussed in Part I, Item 1A, “*Risk Factors”* of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, our past results of operations should not be relied upon as an indication of our future performance. Comparisons of our operating results with prior periods is not necessarily meaningful or indicative of future performance.

### Reportable Segments

We have two reportable segments: Software and Document Services. These reportable segments are discussed above under “Company Overview.”

### Results of Operations

### Revenues

The following table sets forth our revenues by reportable segment for the periods indicated:

| Revenues | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Software | $1,874,881 | $1,961,312 |
| Document Services | 2,034,301 | 2,286,033 |
| Total revenues | $3,909,182 | $4,247,345 |

The following table sets forth our revenues by revenue source for the periods indicated:

| Revenues by revenue source | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Software as a service | $1,543,847 | $1,542,169 |
| Software maintenance services | 296,393 | 335,191 |
| Professional services | 1,850,163 | 2,158,315 |
| Storage and retrieval services | 218,779 | 211,670 |
| Total revenues | $3,909,182 | $4,247,345 |

The following tables sets forth our revenues by revenue source and segment for the periods indicated:

| Software segment revenues: | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Software as a service | $1,543,847 | $1,542,169 |
| Software maintenance services | 296,393 | 335,191 |
| Professional services | 34,641 | 83,952 |
| Total Software segment revenues | $1,874,881 | $1,961,312 |

| Document Services segment revenues: | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Professional services | $1,815,522 | $2,074,363 |
| Storage and retrieval services | 218,779 | 211,670 |
| Total Document Services segment revenues | $2,034,301 | $2,286,033 |

Our total revenues in the first quarter 2026 decreased by $338,163, or 8.0%, from our first quarter 2025 revenues, driven primarily by project timing in our professional services revenues, which decreased 14.3% year over year for the first quarter 2026. Software as a service revenues grew 0.1% and Storage and retrieval grew 3.4%, while erosion in revenues for Software maintenance services of 11.6% exacerbated the impact of the professional services decrease.

#### Software as a Service Revenues

We provide access to our software solutions as a service, accessible through the internet. Our customers typically enter into our software as a service agreement for periods of one year or more. Under these agreements, we generally provide access to the applicable software, data storage and related customer assistance and support. Revenues from the sale of software as a service, which are reported as part of our Software segment increased by $1,678, or 0.1% in the first quarter 2026 compared to 2025. Higher than usual customer churn nearly offset normal growth, across both YellowFolder and IntelliCloud solutions, including an individually significant IntelliCloud customer who implemented a new ERP system and no longer required our solution.

#### Software Maintenance Services Revenues

Software maintenance services revenues consist of fees for post-contract customer support services provided to license (premise-based) holders through support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when and if available. A substantial portion of these revenues were generated from renewals of maintenance agreements, which typically run on a year-to-year basis. Revenues from the sale of software maintenance services, which are reported as part of our Software segment, decreased by $38,798, or 11.6%, in first quarter 2026 compared to 2025. The decrease was driven by increased attrition on these legacy premise solutions. This erosion of legacy revenues continues the multi-year trend and is in line with our goal to shift customers to SaaS-based solutions.

#### Professional Services Revenues

Professional services revenues primarily consist of revenues from document scanning and conversion services, plus consulting, discovery, training, and advisory services to assist customers with Software needs. These revenues include arrangements that do not involve the sale of software. Of our $1,850,163 in professional services revenues during the first quarter 2026, $1,815,522 was derived from our Document Services operations and $34,641 was derived from our Software operations. Our overall professional services revenues decreased by $308,152, or 14.3%, in the first quarter 2026 compared to 2025. This decrease is the result of continued reduced scanning projects in our Document Services segment.

### Costs of Revenues and Gross Profits

The following table sets forth our cost of revenues by reportable segment for the periods indicated:

| Cost of revenues by segment | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Software | $274,941 | $258,245 |
| Document Services | 1,152,182 | 1,161,900 |
| Total cost of revenues | $1,427,123 | $1,420,145 |

The following table sets forth our cost of revenues, by revenue source, for the periods indicated:

| Cost of revenues: | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Software as a service | $256,956 | $215,129 |
| Software maintenance services | 12,392 | 16,365 |
| Professional services | 1,111,449 | 1,082,006 |
| Storage and retrieval services | 46,326 | 106,645 |
| Total cost of revenues | $1,427,123 | $1,420,145 |

The following tables sets forth our cost of revenues by revenue source and segment for the periods indicated:

| Software segment cost of revenues: | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Software as a service | $256,956 | $215,129 |
| Software maintenance services | 12,392 | 16,365 |
| Professional services | 5,593 | 26,751 |
| Total Software segment cost of revenues | $274,941 | $258,245 |

23

| Document Services segment cost of revenues: | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Professional services | $1,105,856 | $1,055,255 |
| Storage and retrieval services | 46,326 | 106,645 |
| Total Document Services segment cost of revenues | $1,152,182 | $1,161,900 |

Our total cost of revenues during the first quarter 2026 increased by $6,978, or 0.5%, from 2025. Our cost of revenues for our Software segment increased by $16,696, or 6.5%, primarily due to expanded payables automation efforts, as well as increased hosting costs. Our cost of revenues for our Document Services segment decreased by $9,718, or 0.8%, in the first quarter 2026 compared to 2025.

The following tables set forth our gross profit by reportable segment and revenue source for the periods indicated:

| Gross profit | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| Software | $1,599,940 | $1,703,067 |
| Document Services | 882,119 | 1,124,133 |
| Total gross profit | $2,482,059 | $2,827,200 |

| Gross profit: | For the three months ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Software as a service | $1,286,891 | $1,327,040 |
| Software maintenance services | 284,001 | 318,826 |
| Professional services | 738,714 | 1,076,309 |
| Storage and retrieval services | 172,453 | 105,025 |
| Total gross profit | $2,482,059 | $2,827,200 |
| Gross profit percentage: |  |  |
| Software as a service | 83.4% | 86.1% |
| Software maintenance services | 95.8% | 95.1% |
| Professional services | 39.9% | 49.9% |
| Storage and retrieval services | 78.8% | 49.6% |
| Total gross profit percentage | 63.5% | 66.6% |

Our overall gross profit decreased to 63.5% in the first quarter 2026 from 66.6% in 2025. The increase in storage and retrieval, driven by reduced low-margin destruction work, was not sufficient to offset the decrease in professional services, driven by a product mix and pricing shift in document scanning and conversion projects.

#### Cost of Software as a Service

Cost of software as a service, or SaaS, consists primarily of technical support personnel, hosting services, and related costs. Cost of software as a service during the first quarter 2026 increased by $41,827, or 19.4%, from the first quarter 2025. Cost of software as a service is impacted by increasing our implementations team and support desk staff, hosting costs, the volume of support calls, and periodic improvements to infrastructure, of which, the implementation costs and hosting costs increased in the first quarter 2026, exacerbated by a tough comparison to a high margin quarter in 2025. Our gross margin in the first quarter 2026 decreased to 83.4% compared to 86.1% in the first quarter 2025.

#### Cost of Professional Services

Cost of professional services consists primarily of compensation for employees performing the Document Services division conversion services, as well as compensation of our software engineers and implementation consultants, and related third-party costs. Cost of professional services increased in the first quarter 2026 by $29,443, or 2.7% over 2025, due to lower margin projects requiring more labor. Further, while there were fewer Software division projects in the first quarter 2026 than 2025, the impact was not material to the overall cost of revenues. On a consolidated basis, our gross margin for professional services decreased to 39.9% during the first quarter 2026 compared to 49.9% in 2025. Gross margins related to consulting services in Software and Document Services (ranging from scanning to micrographics conversion) may vary widely, depending upon the nature of the project and the amount of labor required to complete a project.

### Operating Expenses

The following table sets forth our operating expenses for the periods indicated:

| Operating expenses: | Three months ended March 31, 2026 | Three months ended March 31, 2025 |
| --- | ---: | ---: |
| General and administrative | $2,853,727 | $2,615,746 |
| Sales and marketing | 508,003 | 588,328 |
| Depreciation and amortization | 302,881 | 307,685 |
| Total operating expenses | $3,664,611 | $3,511,759 |

#### General and Administrative Expenses

General and administrative expenses increased $237,981 or 9.1% in the first quarter 2026, primarily related to severance expense to our outgoing CEO and overlap wages with our new CEO, as well as recruiting fees related to our CEO search. These increases were reflected in both our Software segment, in which our general and administrative expenses increased 3.5% to $1,561,135 in first quarter 2026 from $1,508,965 in 2025, and also in our Document Services segment, in which our general and administrative expenses increased 16.8% to $1,292,592 in first quarter 2026 from $1,106,781 in 2025. Additionally, share-based compensation expense, which is largely non-cash, continues to be a significant portion of general and administrative expenses, amounting to $263,316 in first quarter 2026 and $536,763 in first quarter 2025.

#### Sales and Marketing Expenses

Sales and marketing expenses during the first quarter 2026 decreased by $80,325, or 13.7%, from the first quarter 2025, primarily due to timing of variable compensation.

### Other Items of Income and Expense

#### Interest Income (Expense), Net

Interest income was $4,699 during the first quarter 2026, as compared with $43,006 of interest expense, net, during the first quarter 2025, representing a change of $47,705 or 110.9%. The reduced interest expense resulted from early principal repayments of the 2022 Notes June 18, 2025.

### Liquidity and Capital Resources

We have historically financed our operations primarily through a combination of cash on hand, cash generated from operations, borrowings from third parties and related parties, and proceeds from sales of equity. Since 2012, we have raised a net total of approximately $23.1 million in cash through issuances of equity securities and a further $5.0 million in cash through issuances of debt securities, of which all have been repaid as of June 18, 2025.

In recent years we engaged in several actions that significantly improved our liquidity and cash flows, including (i) effective June 1, 2025 through May 31, 2030, securing a renewal contract with our largest customer, (ii) on May 28, 2025, commencing an at-the-market offering, discussed below, (iii) repaying all of our debt securities as of June 18, 2025, and (iv) on February 16, 2026, securing a line of credit through JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) in the amount of $1 million, as discussed in more detail below.

At March 31, 2026, we had $2.1 million in cash and cash equivalents, net working capital deficit of $0.5 million, which includes $2.9 million in deferred revenues. Based on our current plans and assumptions, we believe our capital resources, including our cash and cash equivalents, along with funds expected to be generated from our operations and potential financing options, will be sufficient to meet our anticipated cash flow needs for at least the next 12 months, including to satisfy our expected working capital needs and our capital and debt service commitments over that period.

Our future cash resources and capital requirements may vary materially from those now planned. For example, from time to time we evaluate opportunities to expand our current offerings or to develop new products and services and technology or to acquire or invest in complementary businesses, which could increase our capital needs. Our ability to meet our capital needs in the short term will depend on many factors, including maintaining and enhancing our operating cash flow and successfully retaining and growing our client base in the midst of continuing uncertainty regarding inflation and economic growth, the impact of AI disruption in our markets, the timing of sales, the success of our new business partners expanding our product and service lines, the mix of products and services, unanticipated events over which we have no control increasing our operating costs or reducing our revenues beyond our current expectations, and other factors discussed in this Quarterly Report.

We believe we could seek additional debt or equity financing on acceptable terms. However, our ability to obtain additional capital, or to modify our existing debt arrangements, when needed or desired, will depend on many factors, including general economic and market conditions, our operating performance and investor and lender sentiment, and thus cannot be assured.

### At-the-Market Offering

We maintain an effective registration statement covering up to $12.9 million of common stock, warrants, and units. The registration statement includes a prospectus covering the offer, issuance and sale of up to $10.0 million in our common stock from time to time in “at-the-market offerings” pursuant to an At the Market Agreement (the “ATM Program”) with Lucid Capital Markets, LLC as our sales agent. We sold no shares during the first quarter 2026 or 2025. We have sold 145,938 shares of our common stock pursuant to the ATM Program during the full year 2025, and received aggregate net proceeds totaling $1,621,325. As of the filing date of this Quarterly Report, approximately $8.2 million remained available under the ATM Program.

### Indebtedness

As of March 31, 2026, we have no outstanding indebtedness.

On February 16, 2026, we entered into a $1 million secured term loan line of credit pursuant to a Credit Agreement (the “Credit Agreement”) and other related agreements with JPMorgan Chase. The line of credit will expire on December 31, 2026, unless renewed by mutual agreement of the Company and JPMorgan Chase. The Company expects the proceeds of any borrowings under the line of credit to be used for, among other things, working capital, capital expenditures, and general corporate purposes.

### Capital Expenditures

There were no material commitments for capital expenditures at March 31, 2026.

### Cash Used in Operating Activities

Net cash used in operating activities during the first quarter 2026 was $228,433, primarily attributable to the net loss adjusted for non-cash expenses of $604,870, a decrease in operating assets of $44,793 and an increase in operating liabilities of $299,757. Net cash used in operating activities during the first quarter 2025 was $27,053, primarily attributable to the net loss adjusted for non-cash expenses of $907,979, an increase in operating assets of $29,841 and a decrease in operating liabilities of $177,626.

### Cash Used in Investing Activities

Net cash used in investing activities in the first quarter 2026 was $203,665, including $178,700 related to capitalized internal use software. Net cash used in investing activities in the first quarter 2025 was $223,934, including $102,854 related to capitalized internal use software.

### Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We monitor and analyze these items for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. The actual results experienced by us may differ materially from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

Our critical accounting policies and estimates are set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There were no material changes to our critical accounting policies and estimates during the first quarter 2026.

## Controls and procedures

As filed, 2,157 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this Quarterly Report.

Based on this evaluation, we concluded that, as of March 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports 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, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its desired objectives. In addition, the design of disclosure controls and procedures must reflect resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

We regularly review our internal control over financial reporting and, from time to time, we have made changes as we deemed appropriate to maintain and enhance the effectiveness of our internal controls over financial reporting, although these changes do not have a material effect on our overall internal control.

## Risk factors

As filed, 458 characters.

Our business and operating results are subject to many risks, uncertainties and other factors. If any of these risks were to occur, our business, affairs, assets, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. There have been no material changes to the risk factors set forth in Part I, Item 1A, “*Risk Factors,”* of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Filed May 14, 2026.
Source: SEC EDGAR, the filing index for accession 0001493152-26-023045. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.