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

Cautionary Note Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report, including those contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and the notes to our unaudited consolidated financial statements, particularly those that utilize terminology such as “may,” “will,” “would,” “can,” “could,” “continue,” “design,” “should,” “expects,” “aims,” “anticipates,” “estimates,” “believes,” “thinks,” “intends,” “likely,” “projects,” “plans,” “pursue,” “strategy,” “future,” “forecasts,” “goal,” “hopes,” or the negative of these words or other words or expressions of similar meaning, are forward-looking statements.

These forward-looking statements are based on currently available operating, financial and competitive information, and are subject to inherent risks, uncertainties, and changes in circumstances that are difficult to predict and many of which are outside of our control. Future events and our actual results and financial condition may differ materially from those reflected in these forward-looking statements. Accordingly, you should not rely on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from those contemplated by forward-looking statements include, but are not limited to, the following:

• adverse economic, market, or geopolitical conditions, including inflationary pressures, tariffs, supply-chain disruptions, labor availability, and business closures;
• the concentration of revenue among a limited number of customers and the loss of, or reduced spending by, significant customers;
• errors in estimates, assumptions, or judgments relating to our critical accounting policies;
• our ability to raise additional capital to fund operations or strategic initiatives;
• our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market;
• our ability to maintain effective internal control over financial reporting and effective disclosure controls and procedures;
• our ability to protect our intellectual property and other proprietary rights;
• our ability to maintain and grow our business and brand;
• results of any future litigation and costs incurred in connection with any such litigation;
• competition in the industry;
• variability of operating results;
• our ability to maintain and enhance our brand;
• cybersecurity incidents or other data security breaches;
• the integration of artificial intelligence (“AI”) into our operations;
• our ability to develop, introduce, and successfully commercialize new products and services;
• risks associated with the use of open-source software;
• the successful integration of acquired companies, technologies, and assets;
• the effectiveness of marketing and business development initiatives;
• changes in government regulation and compliance requirements;
• dependence on key personnel and our ability to attract, hire, and retain qualified personnel;
• potential liabilities arising from actions taken by our current or former employees;
• geopolitical instability, including ongoing conflicts in Eastern Europe and the Middle East and broader global tensions, could adversely affect economic conditions, financial markets, and customer spending; and
• the other risks and uncertainties described in the Risk Factors section of this Quarterly Report and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 17, 2026.

All forward-looking statements in this document are based on current expectations, intentions, and beliefs using information available to us as of the date of this Quarterly Report; we assume no obligation to update any forward-looking statements, except as required by law. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Company Overview

IZEA Worldwide, Inc. (“IZEA”, “Company,” “we”, “us” or “our”) is a technology-enabled influencer marketing company that delivers creator economy solutions for marketers through managed services supported by proprietary technology. We provide value by managing custom content workflows, creator discovery and engagement, campaign execution, analytics, and payment processing. Our mission is to deliver creator economy solutions for marketers by facilitating effective collaboration between brands and creators.

IZEA pioneered the concept of an influencer marketplace in 2006 with the launch of PayPerPost, helping establish the foundation for modern influencer marketing. Today, we primarily serve enterprise brands and agencies across a range of industries, while also supporting small- and mid-sized businesses and independent creators. Our services include influencer marketing programs, customer-generated content, and custom content creation, delivered through technology-enabled managed services.

In March 2026, we rebranded our proprietary technology platform as ZED, an AI-enabled platform that builds upon the capabilities of IZEA Flex and our broader technology stack. ZED supports the delivery and management of influencer marketing programs at scale and is primarily used by our internal teams to manage campaign workflows, creator relationships, compliance, budget controls, and performance measurement. Customers may be provided access to certain platform capabilities in connection with managed services engagements to facilitate collaboration, approvals, and visibility into campaign activity and results. Our technology platform also includes capabilities that facilitate creator discovery and engagement, including functionality historically available through online marketplace environments such as IZEA.com, as well as AI-enabled tools like FormAI that support content creation and operational efficiency within the influencer marketing process. We continue to invest in ZED and are currently evaluating the platform in a limited number of customer campaigns as development continues.

Key Components of Results of Operations

Overall consolidated results of operations are evaluated based on Revenue, Cost of Revenue, Sales and Marketing expenses, General and Administrative expenses, Depreciation and Amortization, and Other Income (Expense), net.

Revenue

We generate revenue primarily from our Managed Services, when a marketer (typically a brand, agency, or partner)

engages us to provide custom content, influencer marketing, amplification, or other campaign management services. We generate limited SaaS Services Revenue from access to certain features of our proprietary platforms, as well as related transaction and miscellaneous fees.

Cost of Revenue

Our cost of revenue consists primarily of direct costs paid to our third-party creators who provide the custom content, influencer marketing, or amplification services for our Managed Service customers, for which revenue is reported on a gross basis. Cost of revenue also includes internal costs for our campaign fulfillment and customer support, including salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and personnel-related costs incurred to support service delivery and fulfill our customer contractual obligations.

Sales and Marketing

Our sales and marketing expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, travel, and other personnel-related costs for our sales, account management, and marketing teams. These expenses also include costs for brand marketing activities, public relations, industry events, marketing materials, and other demand-generation efforts to support customer acquisition and account expansion.

General and Administrative

Our general and administrative (“G&A”) expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefits, and other personnel-related expenses for our executive, finance, legal, human resources, and other administrative functions. G&A also includes travel, public company and investor relations costs, accounting and legal professional services fees, and other corporate-related expenses.

G&A includes technology and development costs associated with maintaining and enhancing our proprietary technology platform. These costs consist primarily of payroll costs for internal engineers and contractors, as well as hosting and software subscription expenses. Technology and development costs are expensed as incurred, except for qualifying internal-use software development costs, which are capitalized and recorded as software development costs on the consolidated balance sheet. Depreciation and amortization related to these capitalized costs are reflected separately in the unaudited consolidated statements of operations and comprehensive loss.

G&A expenses may include current-period gains and losses on our acquisition costs payable and on the sale of fixed assets, if applicable. Impairments on fixed assets, intangible assets, and goodwill, are included as part of G&A expenses presented separately in our unaudited consolidated statements of operations and comprehensive loss when deemed material.

Depreciation and Amortization

Depreciation and amortization expenses consist primarily of amortization of our internal-use software and may include amortization of acquired intangible assets, when applicable. To a lesser extent, we also have depreciation and amortization on equipment used by our personnel. Costs are amortized or depreciated over the estimated useful lives of the associated assets.

Other Income (Expense)

Interest Expense. Interest expense is primarily related to the payment plans for purchasing computer equipment.

Other Income, Net. Other income, net, consists primarily of interest income earned on investments and realized foreign currency transaction gains and losses, primarily related to the Canadian dollar.

Results of Operations for the Three Months Ended June 30, 2026 and 2025

The following table summarizes our unaudited consolidated statements of operations and presents the period-to-period changes.

Revenue

Revenue totaled $5.8 million for the three months ended June 30, 2026, compared to $9.1 million for the three months ended June 30, 2025. This represents a decrease of $3.3 million, or 36%, year over year. The majority of the year-over-year decline reflects the Company's continued strategic shift away from small and mid-sized business ("SMB") and emerging customers toward larger enterprise relationships. The decrease also reflects modest softness in enterprise client spending, as well as the timing of certain campaign launches and project-related delays during the quarter.

Cost of Revenue

Cost of revenue totaled $3.6 million for the three months ended June 30, 2026, compared to $4.4 million for the three months ended June 30, 2025, representing a decrease of $0.8 million, or 18%, year over year. The decrease was primarily attributable to lower campaign delivery volume associated with reduced revenue. The decline was partially offset by the impact of fixed and semi-fixed delivery costs, resulting in a smaller percentage decrease in cost of revenue than the decline in revenue.

Sales and Marketing

Sales and marketing expense for the three months ended June 30, 2026 decreased by $0.2 million, or approximately 21%, compared to the same period in 2025, primarily due to lower payroll and related expense resulting from reduced headcount and the impact of prior workforce reductions. These decreases were partially offset by higher stock-based compensation and incremental investments in advertising and travel to support strategic growth initiatives. Investor relations costs also declined modestly compared to the prior-year period.

General and Administrative

General and administrative expense for the three months ended June 30, 2026 decreased by $0.6 million, or approximately 20%, compared to the same period in 2025. The decrease is primarily due to lower payroll and related expenses, partially offset by cost increases in travel fees and public company expenses.

Depreciation and Amortization

Depreciation and amortization expense increased by less than $0.1 million, or 26%, for the three months ended June 30, 2026, compared to the same period in 2025. The increase was driven by higher amortization of internal-use software development costs, which increased to $0.2 million for the three months ended June 30, 2026 from $0.1 million for the same period in 2025, reflecting additional internally developed software features being placed into service. This increase was partially offset by lower depreciation expense, which remained less than $0.1 million in both periods as certain property and equipment became fully depreciated.

Other Income, Net

Interest expense remained less than $0.1 million for both the three months ended June 30, 2026 and 2025, primarily reflecting the repayment of one of the Company’s prior financing arrangements.

Other income, net, totaled $0.4 million during the three months ended June 30, 2026, a decrease of $0.1 million compared to the same period in 2025, primarily from lower investment portfolio interest income.

Net Income (Loss)

Net loss for the three months ended June 30, 2026 was $0.7 million, compared to net income of $1.2 million for the same period in 2025. The change was primarily driven by the factors affecting revenue and operating expenses discussed above.

Total Comprehensive Income (Loss)

Total comprehensive loss for the three months ended June 30, 2026 was $0.7 million compared to comprehensive income of $1.2 million for the same period in 2025. The changes to total comprehensive loss are primarily driven by an increase in net loss and a change in foreign currency translation adjustments.

Results of Operations for the Six Months Ended June 30, 2026 and 2025

The following table sets forth a summary of our consolidated statements of operations and the change between the periods:

Revenue

Revenue totaled $12.4 million for the six months ended June 30, 2026, compared to $17.1 million for the six months ended June 30, 2025, a decrease of $4.7 million, or 28%. The majority of the year-over-year decline reflects the Company's continued strategic shift away from SMB and emerging customers toward larger enterprise relationships. Revenue from enterprise customers increased compared to the prior-year period but was lower than anticipated, reflecting modest softness in customer spending and the timing of certain campaign launches and project-related delays.

Cost of Revenue

Cost of revenue totaled $7.2 million for the six months ended June 30, 2026, compared to $8.8 million for the six months ended June 30, 2025, representing a decrease of $1.6 million, or 18%, year over year. The decrease primarily reflects lower campaign delivery volume and reduced variable costs associated with servicing client campaigns. The decline was partially offset by payroll and other delivery costs that did not decrease proportionately with revenue.

Sales and Marketing

Sales and marketing expense for the six months ended June 30, 2026, decreased by $0.4 million, or approximately 19%, compared to the same period in 2025. The decline was primarily attributable to lower payroll and related costs resulting from reduced headcount and the effects of prior workforce reductions. This reduction was partially offset by higher stock-based compensation and additional spending on advertising and travel to support growth initiatives. Investor relations expense also declined modestly from the prior-year period.

General and Administrative

General and administrative expense for the six months ended June 30, 2026, decreased by $0.5 million, or approximately 8%, compared to the same period in 2025. The decrease primarily reflects the benefits of ongoing cost management initiatives, including targeted workforce reductions, together with reduced use of external contractors, lower professional service fees, and decreased software licensing expenses.

Depreciation and Amortization

Depreciation and amortization expense increased by less than $0.1 million, or 9% for the six months ended June 30, 2026, compared to the same period in 2025. The increase was driven by a modest increase in amortization of internal-use software development costs, which approximated $0.3 million in both periods but increased due to additional internally developed software features being placed into service. This increase was partially offset by lower depreciation expense, which remained less than $0.1 million in both periods as certain property and equipment became fully depreciated.

Other Income, Net

Interest expense remained less than $0.1 million for the six months ended June 30, 2026 and June 30, 2025, reflecting the absence of significant outstanding borrowings during either period.

Other income, net totaled $0.8 million for the six months ended June 30, 2026, compared to $1.0 million in the prior year period, primarily from lower investment portfolio interest income.

Net Income (Loss)

Net loss for the six months ended June 30, 2026 was $1.5 million, compared to net income of $1.1 million for the same period in 2025. This $2.5 million decline in operating results was attributable to the changes in revenue and operating expenses discussed above.

Total Comprehensive Income (Loss)

Total comprehensive loss for the six months ended June 30, 2026 was $1.5 million, compared to comprehensive income of $0.9 million for the same period in 2025. The changes to total comprehensive loss are primarily driven by an increase in net loss and a change in foreign currency translation adjustments.

Key Metric

We review the information provided by our key financial metric, Managed Services Bookings, to assess the progress of our business and make decisions on where to allocate our resources including sales capacity, marketing investments, and product development. As our business evolves, we may change the key financial metrics in future periods.

Managed Services Bookings is a measure of all sales orders received during a time period, less any cancellations received or refunds issued during the same period. Our sales contracts vary in complexity by customer and range from custom content delivery to integrated marketing services, with contract terms generally ranging from several months for smaller contracts up to twelve months for larger contracts.

We recognize revenue from our Managed Services contracts on a percentage-of-completion basis as content and services are delivered over time. Historically, bookings converted to revenue over an average of approximately six months. As the Company has entered into larger and more complex contracts, the average conversion period extended to approximately nine months, with the largest contracts taking longer to complete. More recently, the average time between bookings and revenue has improved to approximately seven months. Accordingly, while Managed Services Bookings is an indicator of overall business activity, it may not be predictive of revenue in any given period and remains subject to variability based on contract size, complexity, and timing of delivery.

We use the Managed Services Bookings metric to plan staffing, assess cohort trends that inform our go-to-market strategy, and guide product development efforts. Managed Services Bookings for the three months ended June 30, 2026 and 2025, were $4.5 million and $5.6 million, respectively. The year-over-year decline primarily reflects the Company's continued strategic shift away from SMB and emerging customers toward larger enterprise relationships. The decline was also influenced by modest softness in enterprise demand and the timing of contract awards within certain enterprise accounts during the quarter.

Non-GAAP Financial Measure

Adjusted EBITDA

Our Chief Operating Decision Maker (“CODM”) and Board of Directors emphasize our operating results for planning purposes to allocate resources to enhance the financial performance of our business. Adjusted EBITDA is a “non-GAAP financial measure” under the rules of the Securities and Exchange Commission (the “SEC”). We define Adjusted EBITDA as operating income (or loss) from operations before depreciation and amortization, non-cash stock-based compensation, and other operating adjustments that are non-recurring or unusual to our core ongoing operations.

We use Adjusted EBITDA as a measure of operating performance, for planning purposes, to allocate resources to enhance the financial performance of our business and in communications with our Board of Directors regarding our financial performance. We believe that Adjusted EBITDA also provides valuable information to investors as it excludes non-cash transactions, and it provides consistency to facilitate period-to-period comparisons.

You should not consider Adjusted EBITDA in isolation or as a substitute for an analysis of our results of operations under GAAP. In addition, not all companies calculate Adjusted EBITDA in the same manner, which limits its usefulness as a comparative measure. Moreover, Adjusted EBITDA has limitations as an analytical tool, including that it:

• does not include stock-based compensation expense, which is a non-cash expense, but has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an essential part of our compensation strategy;
• does not include stock issued for payment of services, which is a non-cash expense, but has been, and is expected to be for the foreseeable future, an important means for us to compensate our directors, vendors, and other parties who provide us with services;
• does not include depreciation and intangible assets amortization expense, impairment charges, and gains or losses on disposal of equipment, which is not always a current period cash expense, but the assets being depreciated and amortized may have to be replaced in the future; and
• does not include non-operating activity, including interest income and other gains, losses, and expenses that we believe are not indicative of our ongoing core operating results, but these items may represent a reduction or increase in cash available to us.

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the operation and growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP financial measures as supplements. In evaluating this non-GAAP financial measure, you should be aware that in the future, we may incur expenses similar to those for which adjustments are made in calculating Adjusted EBITDA. Our presentation of this non-GAAP financial measure should also not be construed to infer that our future results will be unaffected by unusual or non-recurring items.

The following table sets forth a reconciliation from the GAAP measurement of net income (loss) to our non-GAAP financial measure of Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

Liquidity and Capital Resources

Near-Term Liquidity and Capital Resources

The Company’s primary liquidity needs have historically consisted of funding the development of our technology platforms, sales and marketing activities, and general and administrative (“G&A”) expenses, including employee compensation. Although the Company has incurred losses and negative operating cash flows during most periods since inception, we believe we have sufficient resources to fund operations and planned investments for at least the next twelve months.

Cash and cash equivalents totaled $46.6 million as of June 30, 2026, as compared with $50.9 million as of December 31, 2025. The $4.3 million decrease was primarily due to cash used in operating activities, capitalized software development costs, and repurchases of the Company’s common stock under its share repurchase program.

Net cash used in operating activities was $2.7 million during the six months ended June 30, 2026, primarily reflecting the Company’s net loss and changes in working capital, partially offset by non-cash charges, including stock-based compensation and depreciation and amortization. Net cash used in investing activities was $0.6 million during the six months ended June 30, 2026, primarily related to capitalized software development costs. Net cash used in financing activities during the six months ended June 30, 2026 was $1.0 million, primarily driven by repurchases of the Company's common stock under its share repurchase program and payments on shares withheld for statutory taxes.

Long-Term Liquidity

We expect operating expenses to increase over time as we continue to invest in our technology platform, support future revenue growth, and fund the working capital requirements of our business. Based on our current operating plan, we believe our existing cash resources are sufficient to fund operations and planned investments beyond the next twelve months. We also continue to evaluate strategic growth opportunities, including potential acquisitions, which we believe represent an important component of our long-term growth strategy. Depending on the size, timing, and structure of any future transaction, additional capital may be required. Should additional capital be required, we expect to source it through a combination of equity, equity-linked, or debt financing.

Financial Condition and Outlook

Beginning in early 2025, we realigned our commercial model to focus on larger, recurring enterprise customers while reducing our emphasis on lower-value, project-based engagements, a transition that continued to affect comparative revenue during the first half of 2026. During the second quarter, we also experienced slower customer commitments amid continued economic uncertainty, resulting in lower booking activity that is expected to continue influencing near-term revenue trends.

While early third-quarter customer activity has been encouraging, the timing of campaign launches may result in the related revenue being recognized later in the year.

Managed Services revenue decreased 27.7% for the six months ended June 30, 2026, compared to the prior-year period, primarily reflecting the continued effects of our strategic realignment toward larger enterprise customers, together with modest softness in enterprise demand and the timing of contract awards with certain enterprise accounts.

Adjusted EBITDA was a loss of $1.0 million for the six months ended June 30, 2026, compared to positive Adjusted EBITDA of $1.2 million in the prior year period, primarily reflecting lower comparative revenue, partially offset by reduced operating costs.

We remain focused on expanding relationships with our core enterprise customers and pursuing additional business development opportunities. However, enterprise contract awards and campaign activity have remained slower than previously anticipated, and the timing of those awards continues to affect quarterly bookings and revenue. Because Managed Services revenue is generally recognized over an average period of approximately seven months following contract execution, improvements in bookings may not immediately translate into revenue growth within the current fiscal year.

We expect operating expenses to remain disciplined while continuing to make targeted investments that support our long-term growth strategies. We believe our current cost structure is better aligned with our business and provides flexibility as market conditions evolve.

We believe our cash and cash equivalents are sufficient to fund our operating and strategic initiatives over the next twelve months. If additional capital is required, we expect to pursue financing alternatives, including equity, equity-linked securities, or debt, as appropriate.

Off-Balance Sheet Arrangements

The Company did not engage in any “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of June 30, 2026.

Critical Accounting Policies and Use of Estimates

There have been no material changes to our critical accounting policies as set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2025. For a summary of our significant accounting policies, please refer to “Note 1 - Company and Summary of Significant Accounting Policies of the unaudited Consolidated Financial Statements” included in Item 1 of this Quarterly Report.

Recent Accounting Pronouncements

See “Note 1 - Company and Summary of Significant Accounting Policies of the unaudited Consolidated Financial Statements,” under Part I, Item 1 of this Quarterly Report for information on additional recent pronouncements.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that the Company files under the Exchange Act is accumulated and communicated to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Furthermore, controls and procedures could be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Misstatements due to error or fraud may occur and not be detected on a timely basis.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended June 30, 2026, an evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to determine the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on this evaluation, our management concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions;

(ii) provide reasonable assurance that transactions are recorded as necessary for the preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect financial statement misstatements. Also, projections of any evaluation of internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

You should carefully consider the factors discussed under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2025 regarding the numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks occur, our business, financial condition, or results of operation may be materially and adversely affected. In such a case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. There have been no material changes to the risk factors described under “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.