# SANUWAVE Health, Inc.: Form 10-Q for the period ended Jun 30, 2024

- Company: [SANUWAVE Health, Inc.](/companies/snwv.md) (CIK 1417663)
- Form: 10-Q
- Filed: 2024-08-12
- Accepted by EDGAR: Aug 12, 2024, 16:08 ET
- Period: 2024-06-30
- Accession: 0001628280-24-036760
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1417663/000162828024036760/snwv-20240630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1417663/000162828024036760/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-04-01 to 2024-06-30 | $7.1m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2024-01-01 to 2024-06-30 | $12.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-04-01 to 2024-06-30 | $1.9m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2024-01-01 to 2024-06-30 | $3.5m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2024-04-01 to 2024-06-30 | $5.2m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2024-01-01 to 2024-06-30 | $9.4m | us-gaap:GrossProfit |
| Research and development | 3 months, 2024-04-01 to 2024-06-30 | $195.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2024-01-01 to 2024-06-30 | $358.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2024-04-01 to 2024-06-30 | $2.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2024-01-01 to 2024-06-30 | $942.0k | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2024-04-01 to 2024-06-30 | $6.6m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2024-01-01 to 2024-06-30 | $2.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-04-01 to 2024-06-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2024-01-01 to 2024-06-30 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-04-01 to 2024-06-30 | $0.01 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2024-01-01 to 2024-06-30 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-04-01 to 2024-06-30 | 1,387,688,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2024-01-01 to 2024-06-30 | 1,373,899,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2024-01-01 to 2024-06-30 | $432.0k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2024-01-01 to 2024-06-30 | $206.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2024-06-30 | $2.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-06-30 | $8.7m | us-gaap:AssetsCurrent |
| Total assets | at 2024-06-30 | $21.0m | us-gaap:Assets |
| Current liabilities | at 2024-06-30 | $60.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-06-30 | $60.6m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-06-30 | −$39.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 19,785 characters.

*You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this report, and together with our audited consolidated financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as of and for the year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the SEC on March 21, 2024 (the “2023 Annual Report”).*

### Executive Summary

We continued to realize significant revenue growth during the three months ended June 30, 2024, as compared to the same period in 2023. Revenue for the three months ended June 30, 2024, totaled $7.2 million, an increase of 53%, as compared to $4.7 million for the same period of 2023. Revenue for the six months ended June 30, 2024, totaled $12.9 million, an increase of 53%, as compared to $8.5 million for the same period of 2023.

Net income for the three months ended June 30, 2024, was $6.6 million, or $0.01 per basic and diluted share, compared to a net loss of $7.3 million, or $0.01 per basic and diluted share, for the same period in 2023. The increase in our net income for the three months ended June 30, 2024, was primarily related to an increase in operating income, a decrease in change of fair value of derivative liabilities, and a gain on the extinguishment of debt. For the three months ended June 30, 2024, our operating income totaled $2.0 million, which is an improvement of $1.1 million compared to the same period of 2023.

Net income for the six months ended June 30, 2024, was $2.0 million, or $0.00 per basic and diluted share, compared to a net loss of $20.4 million, or $0.04 per basic and diluted share, for the same period in 2023. The increase in our net income for the six months ended June 30, 2024, was primarily related to an increase in operating income, a decrease in change of fair value of derivative liabilities, a gain on the extinguishment of debt, and a one-time receipt related to a patent license. For the six months ended June 30, 2024, our operating income totaled $0.9 million, which is an improvement of $2.0 million compared to the same period of 2023.

### Merger Agreement with SEPA

On August 23, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among SEP Acquisition Corp., a Delaware corporation (“SEPA”), SEP Acquisition Holdings Inc., a Nevada corporation and a wholly owned subsidiary of SEPA. Pursuant to the terms of the Merger Agreement, a business combination between the Company and SEPA was to be effected.

On June 25, 2024, we delivered a notice to SEPA terminating the Merger Agreement. We are exploring alternative options to seek an uplisting to a national exchange, strengthen our financial position, and allow us to achieve a market valuation that we believe is commensurate to the fundamentals of the business.

### Non-GAAP Financial Measures

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we present certain financial measures that facilitate management's review of the operational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S.) (U.S. GAAP). These financial measures are considered "non-GAAP financial measures" and are intended to supplement, and should not be considered as superior to, or a replacement for, financial measures presented in accordance with U.S. GAAP.

The Company uses Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA to assess its operating performance. Adjusted EBITDA is Earnings before Interest, Taxes, Depreciation and Amortization adjusted for the change in fair value of derivatives and any significant non-cash or non-recurring one-time charges. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income as a measure of financial performance or any other performance measure derived in accordance with U.S. GAAP, and they should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. These non-GAAP financial measures are presented in a consistent manner for each period, unless otherwise disclosed. The Company uses these measures for the purpose of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. These measures also help the Company to make operational and strategic decisions. The Company believes that providing this information to investors, in addition to GAAP measures, allows them to see the Company’s results through the eyes of management, and to better understand its historical and future financial performance. These non-GAAP financial measures are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry, when considered alongside other U.S. GAAP measures.

EBITDA and Adjusted EBITDA have their limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are that EBITDA and Adjusted EBITDA:

- Do not reflect every expenditure, future requirements for capital expenditures or contractual commitments.
- Do not reflect all changes in our working capital needs.
- Do not reflect interest expense, or the amount necessary to service our outstanding debt.

As presented in the U.S. GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measure excludes the impact of certain charges that contribute to our net loss (Non-GAAP Adjustments).

*(in thousands)*

|  | Three Months Ended June 30, 2024 | 2023 | Six Months Ended June 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Net Income/(Loss) | $6,561 | $(7,262) | $2,033 | $(20,342) |
| Non-GAAP Adjustments: |  |  |  |  |
| Interest expense | 3,783 | 4,381 | 7,343 | 8,659 |
| Depreciation and amortization | 262 | 257 | 480 | 515 |
| EBITDA | 10,606 | (2,624) | 9,856 | (11,168) |
| Non-GAAP Adjustments for Adjusted EBITDA: |  |  |  |  |
| Change in fair value of derivative liabilities | (3,717) | 3,821 | (1,216) | 10,618 |
| Other non-cash or non-recurring charges: |  |  |  |  |
| Gain on extinguishment of debt | (5,310) | - | (5,205) | - |
| Severance agreement and legal settlement | - | - | 585 | - |
| Release of historical accrued expenses | (579) | (1,250) | (579) | (1,250) |
| Shares for services | - | 224 | - | 224 |
| License and option agreement | - | - | (2,500) | - |
| Prepaid legal fees expensed from termination of Merger Agreement | 457 | $- | $457 | $- |
| Adjusted EBITDA | $1,457 | $171 | $1,398 | $(1,576) |

19

### Results of Operations

*(in Thousands)*

| Revenues: | For the Three Months Ended June 30, 2024 | 2023 | Change $% |  |  | For the Six Months Ended June 30, 2024 | 2023 | Change $% |  |  |
| --- | ---: | ---: | ---: | --- | ---: | ---: | ---: | ---: | --- | ---: |
| Total Revenue | $7,162 | $4,675 | $2,487 |  | 53% | $12,948 | $8,450 | $4,498 |  | 53% |
| Cost of Revenues | 1,922 | 1,202 | 720 |  | 60% | 3,506 | 2,464 | 1,042 |  | 42% |
| Gross Margin | 5,240 | 3,473 | 1,767 |  | 51% | 9,442 | 5,986 | 3,456 |  | 58% |
| Gross Margin % | 73% | 74% | (112) | bps |  | 73% | 71% | 208 | bps |  |
| Operating Expenses: |  |  |  |  |  |  |  |  |  |  |
| General and administrative | 1,839 | 1,238 | 601 |  | 49% | 5,514 | 3,997 | 1,517 |  | 38% |
| Selling and marketing | 1,034 | 978 | 56 |  | 6% | 2,266 | 2,390 | (124) |  | -5% |
| Research and Development | 195 | 139 | 56 |  | 40% | 358 | 270 | 88 |  | 33% |
| Depreciation and amortization | 180 | 187 | (7) |  | -4% | 362 | 376 | (14) |  | -4% |
| Operating Income (Loss) | 1,992 | 931 | 1,061 |  | 114% | 942 | (1,047) | 1,989 |  | 190% |
| Other Income (Expense) | 4,569 | (8,193) | 12,762 |  | 156% | 1,091 | (19,295) | 20,386 |  | 106% |
| Net Income (Loss) | $6,561 | $(7,262) | $13,823 |  | 190% | $2,033 | $(20,342) | $22,375 |  | 110% |

### Revenues and Gross Margin

Revenues for the three month-period ended June 30, 2024, were $7.2 million compared to $4.7 million for the same period of 2023, an increase of $2.5 million, or 53%. The increase was primarily driven by the continued increased sales of our UltraMIST® system. The increase in revenues was due to an increase in the average selling price of our consumables and parts revenue of 26% year over year, and the remainder of the growth was related to an increase in the number of consumables and systems sold year over year. Gross margin as a percentage of revenue decreased to 73% during the three months ended June 30, 2024, from 74% in the same period of 2023.

Revenues for the six month-period ended June 30, 2024, were $12.9 million compared to $8.5 million for the same period of 2023, an increase of $4.5 million, or 53%. The increase was primarily driven by the continued increased sales of our UltraMIST® system. The increase in revenues was due to an increase in the average selling price of our consumables and parts revenue year over year, and the remainder of the growth was related to an increase in the number of consumables and systems sold year over year. Gross margin as a percentage of revenue increased to 73% during the six months ended June 30, 2024, from 71% in the same period of 2023.

### General and Administrative Expenses

General and administrative expenses increased $0.6 million or 49% for the three months ended June 30, 2024, compared with the same period of 2023. The increase for the three months ended June 30, 2024, was primarily due to increased headcount expenses. General and administrative expenses increased $1.5 million, or 38%, for the six months ended June 30, 2024, compared with the same period of 2023. The increase for the six months ended June 30, 2024, was primarily due to severance costs, a non-recurring legal settlement, and increased headcount expenses.

### Selling and Marketing Expenses

Selling and marketing expenses increased by $0.1 million, or 6%, for the three months ended June 30, 2024, as compared with the same period of 2023. The increase was primarily due to increased travel expenses as the sales team and activity grew in comparison to the same period of 2023. Selling and marketing expenses decreased by $0.1 million, or 5%, for the six months ended June 30, 2024, as compared with the same period of 2023. The decrease was primarily due to severance payments in the six months ended June 30, 2023, that did not recur during the same period of 2024.

### Research and Development Expenses

Research and development expenses increased $0.1 million, or 40%, for the three months ended June 30, 2024, as compared with the same period of 2023. Research and development expenses as a percentage of revenue stayed flat at 3% during the three months ended June 30, 2024, and for the same period in 2023. Research and development expenses increased $0.1 million, or 33%, for the six months ended June 30, 2024, as compared with the same period of 2023. Research and development expenses as a percentage of revenue stayed flat at 3% during the six months ended June 30, 2024, and for the same period in 2023.

### Other (Expense)/Income, net

|  | Three months ended June 30, 2024 | 2023 | Change $% |  | Six months ended June 30, 2024 | 2023 | Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest expense | $(3,783) | $(4,381) | $598 | 14% | $(7,343) | $(8,659) | $1,316 | 15% |
| Gain on extinguishment of debt | 5,310 | - | 5,310 | nm | 5,205 | - | 5,205 | nm |
| Change in fair value of derivatives | 3,717 | (3,821) | 7,538 | 197% | 1,216 | (10,618) | 11,834 | 111% |
| Other income (expense) | (675) | 9 | (684) | nm | 2,013 | (18) | 2,031 | nm |
| Other income (expense), net | $4,569 | $(8,193) | $12,762 | 156% | $1,091 | $(19,295) | $20,386 | 106% |

nm - not meaningful

Other income (expense), net increased by $12.8 million to $4.6 million for the three months ended June 30, 2024, as compared to the same period for 2023. The change was primarily due to a decrease in change in fair value of derivatives expense of $7.5 million, recognition of a non-recurring gain on extinguishment of debt of $5.3 million, and partially offset by $0.5 million of deferred offering costs expense associated with the Merger Agreement and the termination thereof.

Other income (expense), net increased by $20.4 million to $1.1 million for the six months ended June 30, 2024, as compared to the same period for 2023. The increase was primarily due to a decrease in change in fair value of derivatives expense of $11.8 million, recognition of a non-recurring gain on extinguishment of debt of $5.3 million and the receipt of $2.5 million from a third-party license and option agreement.

### Liquidity and Capital Resources

Since inception, we have incurred losses from operations each year. As of June 30, 2024, we had an accumulated deficit of $218 million. Historically, our operations have primarily been funded from the sale of capital stock, notes payable, and convertible debt securities. The recurring losses from operations, the events of default on our notes payable, and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to our ability to continue as a going concern for a period of at least twelve months from the filing of this Form 10-Q. We expect to devote substantial resources for the commercialization of UltraMIST and PACE systems which will require additional capital resources to remain a going concern.

Management’s plans may include obtaining additional capital in 2024. We could obtain additional capital through the conversion of outstanding warrants, issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to our existing stockholders. In addition, there can be no assurances that our plans to obtain additional capital will be successful on the terms or timeline we expect, or at all. If these efforts are unsuccessful, we may be required to significantly curtail or discontinue operations or, if available, obtain funds through financing transactions with unfavorable terms.

### Statement of Cash Flows

*(in thousands)*

|  | For the six months ended June 30, 2024 | 2023 |
| --- | ---: | ---: |
| Cash flows provided by (used in) operating activities | $432 | $(1,215) |
| Cash flows used in investing activities | $(206) | $(169) |
| Cash flows provided by financing activities | $316 | $1,426 |

Cash provided by operating activities during the six months ended June 30, 2024, totaled $0.4 million as compared to cash used by operating activities of $1.2 million in the previous year period. This improvement in cash provided by operations was primarily driven by the receipt of $2.5 million related to a license agreement and option agreement.

### Critical Accounting Estimates

We have used various accounting policies to prepare the condensed consolidated financial statements in accordance with U.S. GAAP. Our significant accounting policies are disclosed in Note 3 to the consolidated financial statements in Part II Item 8. “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K filed with the SEC on March 21, 2024.

The preparation of the condensed consolidated financial statements, in conformity with U.S. GAAP, requires us to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates reflect our best judgment about economic and market conditions and the potential effects on the valuation and/or carrying value of assets and liabilities based upon relevant information available. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

The following accounting estimates are deemed critical:

#### Litigation Contingencies

We may be involved in legal actions involving product liability, intellectual property and commercial disputes, tax disputes, and governmental proceedings and investigations. The outcomes of these legal actions are not completely within our control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages that could require significant expenditures or result in lost revenues or limit our ability to conduct business in the applicable jurisdictions. Estimating probable losses from our litigation and governmental proceedings is inherently difficult, particularly when the matters are in early procedural stages, with incomplete scientific facts or legal discovery; involve unsubstantiated or indeterminate claims for damages; potentially involve penalties, fines, or punitive damages; or could result in a change in business practice. The Company records a liability in the condensed consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Our significant legal proceedings are discussed in Note 13 to the condensed consolidated financial statements.

#### Derivative Liabilities from Embedded Conversion Options and Warrants

The Company classified certain convertible instruments as having embedded conversion options which qualified as derivative financial instruments to be separately accounted for. The Company also determined that certain warrants also qualified as derivative financial instruments. Various valuation models were used to estimate the fair value of these derivative financial instruments that are classified as derivative liabilities on the consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates and as such are subject to uncertainty. Our significant input assumptions are discussed in Note 10 to the condensed consolidated financial statements.

### Segment and Geographic Information

We have determined that we have one operating segment. Our revenues are generated from sales primarily in the United States. International sales include sales in Europe, Canada, the Middle East, Central America, South America, Asia, and Asia/Pacific. All significant expenses are generated in the United States and all significant assets are in the United States.

### Effects of Inflation

Our assets are, to an extent, liquid in nature, so they are not significantly affected by inflation. However, the rate of inflation, which has increased, affects expenses such as employee compensation, office space leasing costs and research and development charges, which may not be readily recoverable. To the extent inflation results in rising interest rates and has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations.

## Market risk

As filed, 146 characters.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required under this item.

## Controls and procedures

As filed, 6,205 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not operating effectively as of June 30, 2024. Our disclosure controls and procedures were not effective because of the “material weakness” described below.

We have identified three existing material weaknesses in internal control over financial reporting from prior periods. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Because the items described below could have resulted in material misstatement of our annual or interim financial statements, we determined this constitutes a material weakness.

#### As of June 30, 2024, the Company has still identified the following material weaknesses:

1\. The Company lacked expertise and resources to analyze and properly apply U.S. GAAP to complex and non-routine transactions such as complex financial instruments and derivatives and complex sales distributing agreements with select vendors.

2\. The Company lacked internal resources to analyze and properly apply U.S. GAAP to accounting for financial instruments included in service agreements with select vendors.

3\. The Company has failed to design and implement controls around all accounting and IT processes and procedures and, as such, we believe that all its accounting and IT processes and procedures need to be re-designed and tested for operating effectiveness.

As a result, management concluded that its internal control over reporting was not effective as of June 30, 2024.

### Remediation Plan

Our management is committed to remediating these material weaknesses and has implemented several steps to enhance our internal controls and ensure appropriate resourcing with the required knowledge and expertise to conduct our business activities. Management hired a third-party consultant to help us design and document internal controls and perform a risk assessment of our processes over financial reporting. The risk assessment performed resulted in a qualitative and quantitative view of all processes that will help inform remediation efforts and prioritize high risk processes for remediation. The third-party consultant has also provided recommendations to standardize, automate and implement effectively designed internal controls over financial reporting. We intend to remediate and implement internal controls for high-risk processes over the course of 2024. We also intend to hire and segregate certain duties so that control activities are appropriate and fully mitigate risk. The material weaknesses will not be considered remediated until a sustained period of time has passed to allow management to test the design and operational effectiveness of the corrective actions. Until the material weaknesses are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with U.S GAAP. In addition, we may discover additional material weaknesses that require additional time and resources to remediate and we may decide to take additional measures to address the material weaknesses or modify the remediation steps described above.

We are also working with an outside vendor to improve our IT general controls over our enterprise resource planning system and set up a proper framework for IT general controls to be executed with the objective to remediate the weaknesses regarding internal controls and provide the framework for testing going forward.

The existence of any material weakness or significant deficiency requires management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price.

### Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024, that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting, except as disclosed in “Remediation Plan” above.

## Risk factors

As filed, 141 characters.

There have been no material changes from our risk factors as previously reported in Part I, Item 1A “Risk Factors” in our 2023 Annual Report.

Filed Aug 12, 2024.
Source: SEC EDGAR, the filing index for accession 0001628280-24-036760. Last ingested by Listed: Oct 29, 2026, 04:34 ET. No prices; not investment advice.