# Avalo Therapeutics, Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Avalo Therapeutics, Inc.](/companies/avtx.md) (CIK 1534120)
- Form: 10-Q
- Filed: 2025-08-07
- Accepted by EDGAR: Aug 7, 2025, 07:04 ET
- Period: 2025-06-30
- Accession: 0001628280-25-038575
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1534120/000162828025038575/avtx-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1534120/000162828025038575/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $0 | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $0 | us-gaap:CostOfGoodsAndServicesSold |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$19.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$34.0m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $16.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $24.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$20.8m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$33.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$1.92 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$3.18 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$1.92 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$3.18 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 10,829,760 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 10,673,200 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$20.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-06-30 | $42.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $115.2m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $126.6m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $9.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $22.0m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $104.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 26,322 characters.

*This Quarterly Report on Form 10-Q and the information incorporated herein by reference contain forward-looking statements that involve a number of risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements can be identified by the use of forward-looking words such as “projects,” “may,” “might,” “will,” “could,” “would,” “should,” “continue,” “seeks,” “aims,” “predicts,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “pro forma” or other similar words (including their use in the negative), or by discussions of future matters such as: the future financial and operational outlook; the development of product candidates; and other statements that are not historical. Although our forward-looking statements reflect the good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those set out in our Annual Report on Form 10-K filed with the SEC on March 20, 2025, and in our other filings with the SEC. Statements made herein are as of the date of the filing of this Quarterly Report on Form 10-Q with the SEC and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.*

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes that appear in Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and related notes for the year ended December 31, 2024 appearing in our Annual Report on Form 10-K filed with the SEC on March 20, 2025.

### Overview

Avalo Therapeutics, Inc. (the “Company,” “Avalo” or “we”) is a clinical stage biotechnology company fully dedicated to developing IL-1β-based treatments for immune-mediated inflammatory diseases. Our lead asset, AVTX-009, is in a Phase 2 clinical trial for hidradenitis suppurativa (“HS”). The Company is also exploring additional opportunities to make an impact in prevalent indications that have significant remaining unmet needs.

Our focus in 2025 is continuing to execute operationally on the development of AVTX-009, most notably the progression of the Phase 2 (“LOTUS”) trial of AVTX-009, an anti-IL-1β (mAb), in HS. We expect to release topline results from this trial in mid-2026.

Management’s primary evaluation of the success of the Company is the ability to progress its pipeline forward toward commercialization or opportunistically out-licensing rights to indications or geographies. We believe the ability to achieve the anticipated milestone as presented in the following chart represents our most immediate evaluation point as to the progress of our goal to move the pipeline forward.

The Company’s Phase 2 LOTUS trial in HS, is a randomized, double-blind, placebo-controlled, parallel-group Phase 2 trial with two AVTX-009 dose regimens to evaluate the efficacy, safety and tolerability of AVTX-009 in approximately 222 adults with moderate to severe HS. Subjects will be randomized (1:1:1) to receive either one of two doses of AVTX-009 or placebo. The primary efficacy endpoint is the proportion of subjects achieving Hidradenitis Suppurativa Clinical Response (HiSCR75) at Week 16. Avalo is the study sponsor and the current trial locations include the United States, Canada, France, Germany, Italy, Spain, Bulgaria, Czech Republic, Greece, Poland, Australia, Turkey, and Slovakia.

### Recent Developments

In June 2025, the Company announced the appointment of Dr. Rita Jain to the Board of Directors. Dr. Jain’s extensive experience spanning clinical development, regulatory strategy, and executive leadership at multiple development-stage biopharma companies makes her a valuable member of our Board of Directors.

### Liquidity

Since inception, we have incurred significant operating and cash losses from operations. We have primarily funded our operations to date through sales of equity securities, out-licensing transactions and sales of assets.

For the six months ended June 30, 2025, Avalo generated net loss of $33.9 million and negative cash flows from operations of $20.8 million. As of June 30, 2025, Avalo had $113.3 million in cash and cash equivalents and short-term investments.

Based on our current operating plans, we expect that our existing cash and cash equivalents and short-term investments are sufficient to fund operations for at least twelve months from the filing date of this Quarterly Report on Form 10-Q and we expect to fund operations into 2028. The Company closely monitors its cash and cash equivalents and short-term investments and seeks to balance the level of cash and cash equivalents with our projected needs to allow us to withstand periods of uncertainty relative to the availability of funding on favorable terms. We may satisfy any future cash needs through sales of equity securities under the Company’s at-the-market program or other equity financings, out-licensing transactions, strategic alliances/collaborations, sale of programs, and/or mergers and acquisitions. There can be no assurance that any financing or business development initiatives can be realized by the Company, or if realized, what the terms may be. To the extent that we raise capital through the sale of equity, the ownership interest of our existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Further, if the Company raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, the Company might have to relinquish valuable rights to its technologies, future revenue streams, research programs or product candidates.

### Our Strategy

Our strategy for increasing stockholder value includes:

- Advancing our pipeline through development to regulatory approval. Most notably and in the near term, completing our Phase 2 LOTUS trial in HS, preparing for the next stage of development for that indication and considering further indication expansion for AVTX-009;
- Acquiring or in-licensing rights to and/or developing targeted, complementary differentiated preclinical and clinical stage compounds that treat immune mediated disease; and
- Opportunistically out-licensing rights to compounds, indications or geographies.

There is no guarantee that our products will obtain regulatory approval by the United States Food and Drug Administration (the “FDA”) or comparable foreign regulatory authorities. The FDA approval process is complex, time-consuming, and expensive. It typically involves the following prior to submitting a new drug application (“NDA”) or biologics license application (“BLA”): preclinical laboratory and animal testing, submission of an Investigational New Drug (“IND”) application, and human clinical trials to establish safety and efficacy. Human clinical trials typically include: Phase 1 studies to evaluate the safety and tolerability of the drug, generally in normal, healthy volunteers; Phase 2 studies to evaluate safety and efficacy, as well as appropriate doses; these studies are typically conducted in patient volunteers who suffer from the particular disease condition that the drug is designed to treat; and Phase 3 studies to evaluate safety and efficacy of the product at specific doses in one or more larger pivotal trials. Upon submission of an NDA or BLA, the FDA reviews the application including potentially an FDA advisory committee review and typically inspects manufacturing facilities and clinical study sites prior to FDA approval or rejection of the application. Even if a product receives FDA approval, the agency may impose post-approval requirements or withdraw approval if safety or efficacy issues arise. The processes for obtaining marketing approvals in foreign countries, along with subsequent compliance with applicable statutes and regulations, require the expenditure of substantial time and financial resources.

### Results of Operations

### Comparison of the Three Months Ended June 30, 2025 and 2024

#### Cost of Product Sales

We recognized no cost of product sales for the three months ended June 30, 2025 and $0.3 million for the three months ended June 30, 2024, which related to an updated estimate for a commercial liability related to past sales of the Millipred® product. The Company ceased selling Millipred® in September 2023.

The Company will continue to monitor estimates for commercial liabilities related to the Millipred® product, such as sales returns, profit share with the supplier pursuant to the reconciliation process, and commercial activity with Aytu Biosciences, Inc. (“Aytu”), who previously managed Millipred® commercial operations on our behalf. As additional information becomes available, the Company could recognize expense (or a benefit) for differences between actuals or updated estimates to the reserves previously recognized, which could be recognized in cost of product sales.

#### Research and Development Expenses

The following table summarizes our research and development expenses for the three months ended June 30, 2025 and 2024 (in thousands):

|  | Three Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Nonclinical expenses | $179 | $195 |
| Clinical expenses | 7,215 | 1,579 |
| CMC expenses | 3,266 | 740 |
| Internal expenses: |  |  |
| Salaries, benefits and related costs | 2,181 | 1,810 |
| Stock-based compensation expense | 1,116 | 219 |
| Other | 117 | 58 |
|  | $14,074 | $4,601 |

Research and development expenses increased $9.5 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was mainly driven by a $5.6 million increase in clinical expenses, $2.5 million increase in chemistry, manufacturing, and controls (“CMC”) expenses, and $0.9 million increase in stock-based compensation expense.

Clinical expenses increased due to the ongoing activities related to the Phase 2 LOTUS trial in HS incurred in the second quarter of 2025, including screenings and enrollment costs and patient trial costs, compared to limited expenses for trial enabling activities in the second quarter of 2024. CMC expenses increased due to raw materials purchases and drug manufacturing activities to support the trial, compared to limited drug stability studies in the prior year period.

Stock-based compensation increased $0.9 million compared to the three months ended June 30, 2024 due to option and restricted stock unit grants made in the second half of 2024 and first quarter of 2025, including the annual employee grants in August 2024 and January 2025, as well as headcount additions.

We expect future research and development expenses in 2025 to increase as compared to the comparable period in 2024 due to the ongoing execution of the Phase 2 LOTUS trial in HS and supporting activities. Research and development expenses beyond mid-2026 are difficult to predict given they will be highly dependent on the outcome of the Phase 2 LOTUS trial.

#### Acquired In-Process Research and Development

In the first quarter of 2024, we acquired AVTX-009 through a merger with AlmataBio, Inc. (“AlmataBio”) and its wholly owned subsidiary (the “AlmataBio Transaction”), resulting in us acquiring $27.6 million of in-process research and development (“IPR&D”), of which $0.1 million was recognized in the three months ended June 30, 2024. There was no acquired IPR&D for the three months ended June 30, 2025.

#### General and Administrative Expenses

The following table summarizes our general and administrative expenses for the three months ended June 30, 2025 and 2024 (in thousands):

|  | Three Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Salaries, benefits and related costs | $1,555 | $1,390 |
| Legal, consulting and other professional expenses | 1,580 | 2,421 |
| Stock-based compensation expense | 1,602 | 252 |
| Commercial planning and marketing expenses | 56 | 21 |
| Other | 449 | 444 |
|  | $5,242 | $4,528 |

General and administrative expenses increased $0.7 million for the three months ended June 30, 2025 compared to the prior year period. The increase was driven by a $1.4 million increase in stock-based compensation expense due to option and restricted stock unit grants made in the second half of 2024 and first quarter of 2025, including the annual employee grants in August 2024 and January 2025, as well as headcount additions. The increase was partially offset by a decrease of $0.8 million in legal, consulting and other professional expenses due to higher expenses incurred in the prior year period related to the AlmataBio Transaction and private placement investment, which closed in March 2024.

Although we expect most of the increase in operating expenses in 2025 to be attributable to increased research and development activities to progress AVTX-009, we also expect moderate increases to general and administrative expenses for the remainder of 2025 as compared to the comparable period in 2024 to support the AVTX-009 program. General and administrative expenses beyond mid-2026 are difficult to predict given they will be highly dependent on the outcome of the Phase 2 LOTUS trial in HS, for which we expect to release topline data in mid-2026.

#### Other (Expense) Income, Net

The following table summarizes our other (expense) income, net for the three months ended June 30, 2025 and 2024 (in thousands):

|  | Three Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Change in fair value of derivative liability | (2,530) | (5,040) |
| Interest income, net | 1,102 | 1,039 |
| Change in fair value of warrant liability | — | 112,046 |
| Other (expense) income, net | (5) | — |
|  | $(1,433) | $108,045 |

Other expense, net was $1.4 million for the three months ended June 30, 2025 compared to other income net, of $108.0 million for the three months ended June 30, 2024. The $109.5 million change was primarily driven by the accounting impact of the warrant liability associated with the warrants issued in the March 2024 financing that were subsequently exercised in the fourth quarter of 2024. Refer to Note 6 - Fair Value Measurements of the unaudited condensed consolidated financial statements for more information.

#### Income Tax Expense

The Company recognized minimal income tax expense for both the three months ended June 30, 2025 and 2024.

### Comparison of the Six Months Ended June 30, 2025 and 2024

#### Cost of Product Sales

We recognized no cost of product sales for the six months ended June 30, 2025 compared to $0.3 million for the same period in 2024, which related to the change in an estimate of commercial liabilities related to the Millipred® product.

The Company will continue to monitor estimates for commercial liabilities related to the Millipred® product, such as sales returns, profit share with the supplier pursuant to the reconciliation process, and commercial activity with Aytu, who previously managed Millipred® commercial operations on our behalf. As additional information becomes available, the Company could recognize expense (or a benefit) for differences between actuals or updated estimates to the reserves previously recognized, which could be recognized in cost of product sales.

#### Research and Development Expenses

The following table summarizes our research and development expenses for the six months ended June 30, 2025 and 2024 (in thousands):

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Nonclinical expenses | $262 | $347 |
| Clinical expenses | 11,065 | 1,641 |
| CMC expenses | 5,245 | 993 |
| Internal expenses: |  |  |
| Salaries, benefits and related costs | 4,030 | 3,134 |
| Stock-based compensation expense | 2,418 | 488 |
| Other | 175 | 113 |
|  | $23,195 | $6,716 |

37

Research and development expenses increased $16.5 million for the six months ended June 30, 2025. The increase was driven by increases in clinical and CMC expenses of $9.4 million and $4.3 million, respectively. Clinical expenses increased due to progress in the current year for the Phase 2 LOTUS trial in HS including site activations, screenings and enrollment costs, and patient trial costs as compared to trial enabling activities incurred in the first half of 2024. CMC expenses increased due to raw material purchases and drug manufacturing activities to support the trial.

Stock-based compensation increased $1.9 million compared to the six months ended June 30, 2024 due to option and restricted stock unit grants made during the second half of 2024 and the first half of 2025, including the annual employee grants in August 2024 and January 2025, as well as headcount additions.

We expect future research and development expenses in 2025 to increase as compared to the comparable period in 2024 due to the ongoing execution of the Phase 2 LOTUS trial in HS and supporting activities. Research and development expenses beyond mid-2026 are difficult to predict given they will be highly dependent on the outcome of the Phase 2 LOTUS trial.

#### Acquired In-Process Research and Development

In the first quarter of 2024, we acquired AVTX-009 through the AlmataBio Transaction, resulting in us acquiring $27.6 million of IPR&D in the six months ended June 30, 2024. There was no acquired IPR&D for the six months ended June 30, 2025.

#### General and Administrative Expenses

The following table summarizes our general and administrative expenses for the six months ended June 30, 2025 and 2024 (in thousands):

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Salaries, benefits and related costs | $3,109 | $2,294 |
| Legal, consulting and other professional expenses | 3,192 | 4,009 |
| Stock-based compensation expense | 3,541 | 612 |
| Commercial planning and marketing expenses | 68 | 28 |
| Other | 879 | 778 |
|  | $10,789 | $7,721 |

General and administrative expenses increased $3.1 million for the six months ended June 30, 2025 compared to the prior year period. The increase was driven primarily by a $2.9 million increase in stock-based compensation expense due to option and restricted stock unit grants made during the second half of 2024 and first half of 2025, including the annual grants in August 2024 and January 2025.

Although we expect most of the increase in operating expenses in 2025 to be attributable to increased research and development activities to progress AVTX-009, we also expect moderate increases to general and administrative expenses for the remainder of 2025 as compared to the comparable period in 2024 to support the AVTX-009 program. General and administrative expenses beyond mid-2026 are difficult to predict given they will be highly dependent on the outcome of the Phase 2 LOTUS trial in HS, for which we expect to release topline data in mid-2026.

#### Other Income, Net

The following table summarizes our other income, net for the six months ended June 30, 2025 and 2024 (in thousands):

|  | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Change in fair value of derivative liability | (2,150) | (5,160) |
| Interest income, net | 2,249 | 1,138 |
| Excess of initial warrant fair value over private placement proceeds | — | (79,276) |
| Change in fair value of warrant liability | — | 112,046 |
| Private placement transaction costs | — | (9,220) |
| Other expense, net | (5) | — |
|  | $94 | $19,528 |

Other income, net decreased $19.4 million for the six months ended June 30, 2025 as compared to the prior year period primarily driven by the accounting impact in the prior period of the warrant liability associated with the warrants issued in the March 2024 financing that were subsequently exercised in the fourth quarter of 2024. Refer to Note 6 - Fair Value Measurements of the unaudited condensed and consolidated financial statements for more information. Further, the Company incurred $9.2 million of private placement transaction costs in the prior year period that did not repeat in the current period, largely consisting of the placement agent fee of $7.0 million, and $1.7 million fee payable upon exercise of the warrants issued in the private placement investment.

#### Income Tax Expense

The Company recognized minimal income tax expense for both the six months ended June 30, 2025 and 2024.

### Liquidity and Capital Resources

### Uses of Liquidity

The Company primarily uses cash to fund the ongoing development of AVTX-009 and costs associated with its organizational infrastructure. As of June 30, 2025, Avalo had $113.3 million in cash and cash equivalents and short-term investments.

### Cash Flows

The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024 (in thousands):

| Net cash (used in) provided by: | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $(20,847) | $(22,485) |
| Investing activities | (70,860) | 356 |
| Financing activities | (469) | 108,140 |
| Net (decrease) increase in cash and cash equivalents | $(92,176) | $86,011 |

#### Net cash used in operating activities

Net cash used in operating activities was $20.8 million for the six months ended June 30, 2025 and consisted primarily of net loss of $33.9 million, partially offset by net non-cash charges of $8.3 million and changes in our operating assets and liabilities of $4.7 million. The non-cash charges consisted primarily of stock-based compensation of $6.0 million and a $2.2 million change in the change in the fair value of the derivative liability. Changes in our operating assets and liabilities consisted primarily of a $2.4 million decrease in prepaid expenses and other current assets due to our ongoing clinical work and a $2.1 million increase in accounts payable primarily due to continued activity related to the LOTUS trial and the timing of vendor invoices.

Net cash used in operating activities was $22.5 million for the six months ended June 30, 2024 and consisted primarily of a net loss of $22.8 million and adjustments to reconcile net loss to net cash used in operating activities including the change in fair value of the warrant liability of $112.0 million, excess of initial warrant fair value over private placement investment proceeds of $79.3 million, acquired IPR&D of $27.6 million, $7.5 million milestone payment made to the former AlmataBio stockholders upon the closing of a private placement investment, change in fair value of the derivative liability of $5.2 million, transaction costs payable upon exercise of the warrants issued pursuant to the private placement investment of $1.7 million, and stock-based compensation of $1.1 million. Prepaid expense increased $1.6 million primarily due to advances paid for AVTX-009 contracts and the timing of insurance prepayments.

#### Net cash used in (provided by) investing activities

Net cash used in investing activities consisted of $70.9 million of purchases of available-for-sale investments for the six months ended June 30, 2025.

Net cash provided by investing activities for the six months ended June 30, 2024 consisted of the cash acquired as part of the AlmataBio Transaction.

#### Net cash used in (provided by) by financing activities

Net cash used in financing activities for the six months ended June 30, 2025 consisted primarily of the cash paid to tax authorities related to withholding shares to satisfy RSU vesting withholding obligations on behalf of employees.

Net cash provided by financing activities for the six months ended June 30, 2024 consisted of gross proceeds of $115.6 million from the private placement investment that closed on March 28, 2024, partially offset by transaction costs related to the private placement investment of $7.5 million.

### Critical Accounting Policies, Estimates, and Assumptions

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, which have been prepared in accordance with GAAP. In preparing the financial statements in conformity with GAAP, the Company makes estimates and assumptions that have an impact on assets, liabilities, revenue and expenses reported. These estimates can also affect supplemental information disclosed by us, including information about contingencies, risk, and financial condition. In our unaudited condensed consolidated financial statements, estimates are used for, but not limited to, clinical trial accruals and research and development costs, stock-based compensation, fair value measurements, the valuation of derivative liabilities, revenue recognition, cost of product sales and cash flows used in management’s going concern assessment. The Company believes, given current facts and circumstances, that our estimates and assumptions are reasonable, adhere to GAAP and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results may differ from estimates, and estimates may vary as new facts and circumstances arise. Our most critical accounting estimates and assumptions are included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 20, 2025. Except as described in Note 2 - Basis of Presentation and Significant Accounting Policies, there have been no significant changes to our critical accounting policies during the six months ended June 30, 2025.

### Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined by applicable SEC rules and regulations.

## Controls and procedures

As filed, 1,800 characters.

### Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) and Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, our management, including our principal executive officer and our principal financial officer, conducted an evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, our 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. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 896 characters.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 20, 2025 (the “2024 10-K”), which could materially affect our business, financial condition, or future results. Our risk factors as of the date of this Quarterly Report on Form 10-Q have not changed materially from those described in the 2024 10-K referenced above. The risks described in the 2024 10-K referenced above, however, are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or future results of operations and the trading price of our common stock.

Filed Aug 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-038575. Last ingested by Listed: Oct 29, 2026, 16:18 ET. No prices; not investment advice.