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

The following discussion and analysis of the Company’s financial condition and results of operations should be read together with its condensed consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form 10-Q and with its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on March 17, 2026 (Annual Report), including the Consolidated Financial Statements and Notes incorporated therein.

OVERVIEW AND BUSINESS UPDATE

Plant breeding is a centerpiece of modern agriculture. However, plant breeding is a historically slow process: a breeder crosses one variety with another and selects from the offspring, and so on over cycles that can run 12 to 15 years.

Transgenic genetic engineering is faster, but it adds genetic material from other species, which puts the resulting crop into a demanding regulatory pathway. A 2022 study for CropLife International, examining the period from 2017-2022, estimated that genetically modified organism (GMO) trait development cost $115.0 million and required 16.5 years from discovery to commercialization on average, with regulatory work the longest phase and about $43.0 million of the cost.

Cibus is a technology company that uses biology to produce sustainable ingredients and helps farmers grow more food with fewer inputs. It makes precise improvements to a plant’s own genes and adds nothing from another species. Because no foreign DNA is added, its traits are regulated as conventionally bred crops in key jurisdictions. Where regulated as conventionally bred crops, Cibus’ traits do not enter the more onerous GMO regulatory pathway, and they carry neither its cost nor its timeline. Cibus traits remain subject to regulatory review in these jurisdictions, on a different and substantially shorter basis than crops containing foreign DNA. While regulations in key jurisdictions increasingly align gene editing regulatory policies with those already in place for conventional breeding, regulations vary widely from country-to-country and certain jurisdictions continue to apply more stringent requirements to traits developed using biotechnology.

A seed company brings Cibus its best variety. Cibus edits it and returns it improved, in a fraction of the time required by traditional breeding approaches. The customer keeps the variety it spent years perfecting. Cibus is not a seed company and does not compete with its customers for seed sales.

What Cibus develops are plant traits: characteristics written into a plant’s DNA that determine how it performs and how it addresses challenges it faces. The Company’s initial focus is productivity traits, which aim to improve yield against weeds, pests, and disease, reduce the need for inputs such as fungicides, insecticides, and fertilizer, or make a crop more resilient to heat, drought, and other stress.

Cibus has spent 25 years building the capability to do this, and it is not one technique. It is a single standardized proprietary system that runs from gene to plant. Inside it are trait discovery, cell biology, and tissue culture, a toolkit of editing reagents, genotyping and automation, and trait validation. Cibus has demonstrated regeneration from single cells toward enabling crop platforms in eight crops: Rice, Canola, Wheat, Flax, Peanut, Potato, Sugar Beet, and Cassava; additional crop platforms, including Soybean are in development. The Company has operational crop platforms in four crops: Rice, Canola and Winter Oilseed Rape, Flax, and Cassava. A platform is operational when edited cells have been regenerated into whole plants.

In plant agriculture, most gene editing only knocks out a specific gene’s function. Cibus can also rewrite genetic letters inside a gene and change several genes in the genome at once. That is the difference between designing a trait and selecting whatever a plant cross produces, and it is protected by more than 500 patents and applications spanning which genes to edit, how to edit them, and the traits that result.

Favorable regulatory treatment of gene editing has been increasingly prevalent across key jurisdictions, where the same regulations are being applied as to conventional breeding. The United States has applied this consistent treatment for years, the European Union adopted it for many New Genomic Techniques (NGTs) under its 2026 rules on NGTs, and independent authorities in many countries have reviewed and cleared aspects of this work, including for example: the United States Department of Agriculture’s Animal and Plant Health Inspection Service, the United States Food and Drug Administration, the California Rice Commission, and the national authorities of the United Kingdom, Chile, Ecuador, and Peru.

Cibus earns revenue two ways. Partners fund programs to develop a specific trait or sustainable ingredient or seed companies license Cibus traits and pay a royalty on every acre planted. This revenue primarily scales with acres, not with headcount. This is not a new business model: traits have earned royalties for their developers for decades, and farmers know their value. As a relationship matures, both mechanisms extend across a partner’s portfolio from a single trait in a single crop toward a pipeline of improvements in yield, disease resistance, and crop quality.

Near term, Cibus is focused on Rice herbicide tolerance and sustainable ingredients. Those two programs are where Cibus concentrates a major portion of its own development spending. Because platforms in other crops are also operational or underway, a program in any crop with an operational platform can therefore begin with trait development work rather than with years of platform construction.

Business update

Through the second quarter of 2026, Cibus advanced its two priority programs, completed a leadership transition, and continued the cost reduction program begun earlier in the year. The Company continues to work with its global seed company partners to change the scale and speed of breeding.

Rice: During the second quarter of 2026, Cibus continued development work on both of its Rice herbicide tolerance traits. This included field trials of an improved first-generation trait, and work to identify the specific genetic changes responsible for herbicide tolerance and for fertility in that trait. Testing of the traits transferred to the Company’s Latin American customer Interoc in May 2026 is underway, which if successful would support an initial launch of Interoc’s enhanced seed products in Latin America. In August 2026, the Company and Interoc amended their letter of intent to expand the contemplated scope of the relationship from two Rice traits to five, providing for the development of three additional traits and their potential commercialization. The parties continue to negotiate a definitive agreement. Cibus has seven Rice seed-company customers across Latin America and the United States with an approximately $200.0 million annual addressable royalty opportunity across a combined estimated 5-7 million peak addressable acres. The Company is also continuing discussions with additional seed companies in Latin America and India. With respect to Cibus’ Rice herbicide tolerance program, the Company is updating its initial launch targets in Latin America with an initial launch beginning in 2028, with expansion planned into the United States in 2029. The update with respect to Latin America reflects a strategic focus on hybrid varieties with greater long-term strategic value for Cibus.

Sustainable Ingredients: Cibus’ Sustainable Ingredients program is in a commercial ramp-up phase with the Company’s consumer-products partner for its initial biofragrance product. Cibus began receiving payments for pre-commercial scale up materials in the fourth quarter of 2025. Cibus is targeting additional scale-up orders of its other initial biofragrances in the second half of 2026, and is developing additional fragrance ingredients on the same engineered yeast. Cibus also continues to advance a partner-funded lauric oils program in soybean within the broader Sustainable Ingredients portfolio.

Other programs: In Canola, work on Light Leaf Spot disease resistance advanced under the Department for Environment, Food, and Rural Affairs (DEFRA) funded UK Farming Innovation Programme. With two years of field trials in customer germplasm and a third in the midst of being harvested, the pod shatter reduction program is moving toward planting in England under the Precision Bred Organisms framework. Cibus’ second-generation Canola herbicide tolerance trait produced yield equal to the unedited parent variety in its 2025 field trials. In nutrient-use efficiency, Cibus continued its collaboration with the John Innes Centre to evaluate edited Canola material, with material transfer expected in the third quarter of 2026. Cibus also continued work toward a fully operational Soybean platform, having announced editing Soybean cells in January 2025.

Regulatory: In June 2026, following conclusion of trilogue negotiations in December 2025, the European Union approved legislation generally treating crops improved through precise genomic edits with genetic changes comparable to those achievable through conventional breeding (no foreign DNA added) on the same basis as conventionally bred crops. Herbicide tolerant plants and plants engineered to produce pesticidal substances are excluded from this regulatory treatment. The legislation entered into force in July 2026. A two-year implementation period will follow, during which the European Commission will develop the necessary secondary legislation and implementing acts. Cibus anticipates submitting materials for regulatory determination regarding its pod-shatter-reduction trait in winter oilseed rape to the United Kingdom in the near term under the recently adopted Precision Bred Organisms framework applicable with respect to England and to the European Union once implementing regulations are finalized. Cibus has received determinations from the United States Department of Agriculture’s Animal and Plant Health Inspection Service that its traits are not “regulated articles” subject to its biotechnology regulations. Ecuador and Peru have each confirmed that Cibus’ herbicide tolerance traits in Rice are equivalent to traits developed through conventional breeding and subject to the same regulations as conventional seed. The United States Food and Drug Administration has completed its review of the Company’s altered-lignin alfalfa trait and issued a letter stating it has no further questions.

Leadership: Effective June 8, 2026, Craig Wichner was appointed Chief Executive Officer. Peter Beetham, Co-Founder, who served as Interim Chief Executive Officer, continues as President and Chief Operating Officer with a focus on operations and commercial execution. Additionally, effective April 2026, Thomas Urban was appointed to the Company's Board of Directors.

Cost structure: Cibus continued its previously announced capital discipline and operational efficiency streamlining actions, and those actions are continuing under the Company’s new Chief Executive Officer. The Company now expects an annual net cash usage run-rate of approximately $35.0 million exiting 2026, reflecting continued cost discipline, while making additional investments geared toward growth initiatives, such as technology and personnel, in Cibus’ highest priority commercial programs.

The Company has incurred net losses since its inception. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million. The Company’s net loss was $43.4 million for the six months ended June 30, 2026. As Cibus continues to develop its pipeline of productivity traits and as a result of its limited commercial activities, Cibus expects to continue to incur significant expenses and operating losses for the next several years. Those expenses and losses may fluctuate significantly from quarter-to-quarter and year-to-year.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2026, COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2025

A summary of the Company’s results of operations for the three months ended June 30, 2026, and 2025 follows:

In Thousands, except per share and percentage values

Revenue

Revenue was $1.0 million in the second quarter of 2026, an increase of $0.1 million from the second quarter of 2025. The increase was driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.

Research and Development Expense

R&D expense was $8.5 million in the second quarter of 2026, a decrease of $3.7 million from the second quarter of 2025. The decrease was primarily due to cost reduction initiatives.

Selling, General, and Administrative Expense

SG&A expense was $5.4 million in the second quarter of 2026, a decrease of $1.2 million from the second quarter of 2025. The decrease was primarily due to a decrease of $1.0 million in professional fees and $0.5 million of cost savings related to personnel and facilities cost reduction initiatives. These decreases were partially offset by $0.3 million from increases in personnel costs from promotions, pay increases, and the addition of a permanent CEO as well as reduced allocations to R&D due to reductions in costs.

Royalty Liability Interest Expense - Related Parties

Royalty liability interest expense - related parties was $9.5 million in the second quarter of 2026, an increase of $0.8 million from the second quarter of 2025. The increase is driven by the recognition of interest expense on the Royalty Liability and is consistent with the prior year.

Other Interest Income, net

Other interest income, net was $0.1 million in the second quarter of 2026, a nominal increase from the second quarter of 2025. The nominal increase was driven by slightly higher cash balances.

Non-Operating Income (Expense), net

Non-operating income (expense), net was income of $0.2 million in the second quarter of 2026, an increase in income of $0.2 million from the second quarter of 2025. The increase in income was driven by grant income towards work performed by Cibus and the fair value adjustment of Common Warrants (as defined in Note 1 to the accompanying condensed consolidated financial statements).

Net Loss Attributable to Noncontrolling Interest

There was no net loss attributable to noncontrolling interest in the second quarter of 2026, a decrease in net loss attributable to noncontrolling interest of $1.2 million, from the second quarter of 2025. The decrease in net loss attributable to noncontrolling interest is a result of all Up-C Units being exchanged in 2025, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2026, COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2025

A summary of the Company’s results of operations for the six months ended June 30, 2026, and 2025 follows:

In Thousands, except per share and percentage values

Revenue

Revenue was $2.7 million in the first six months of 2026, an increase of $0.7 million from the first six months of 2025. The increase was driven by amounts earned from collaboration agreements related to contract research for Sustainable Ingredients.

Research and Development Expense

R&D expense was $17.2 million in the first six months of 2026, a decrease of $6.8 million from the first six months of 2025. The decrease was primarily due to cost reduction initiatives.

Selling, General, and Administrative Expense

Selling, general, and administrative (SG&A) expense was $10.5 million in the first six months of 2026, a decrease of $6.0 million from the first six months of 2025. The decrease was primarily due to a $3.0 million litigation expense in the first quarter of 2025, a decrease of $2.1 million in professional fees, and cost savings of $1.4 million related to personnel and facilities cost reduction initiatives. These decreases were partially offset by $0.5 million from increases in personnel costs from promotions, pay increases, and the addition of a permanent CEO as well as reduced allocations to R&D due to reductions in costs.

Goodwill Impairment

There was no goodwill impairment in the first six months of 2026, a decrease of $21.0 million from the first six months of 2025. The decrease was due to the impairment of goodwill resulting from fair value assessments, based on the decline of the price of the Company’s Class A Common Stock, performed in the first quarter of 2025.

Royalty Liability Interest Expense - Related Parties

Royalty liability interest expense - related parties was $18.6 million in the first six months of 2026, an increase of $1.6 million from the first six months of 2025. The increase is driven by the recognition of interest expense on the accumulating Royalty Liability balance.

Other Interest Income, net

Other interest income, net was $0.1 million in the first six months of 2026, a decrease of $0.1 million from the first six months of 2025. The decrease was driven by lower cash balances.

Non-Operating Income, net

Non-operating income, net was $0.1 million in the first six months of 2026, a decrease of $0.3 million from the first six months of 2025. The decrease was driven by the fair value adjustment of liability classified common warrants partially offset by grant income towards work performed by Cibus.

Net Loss Attributable to Noncontrolling Interest

There was no net loss attributable to noncontrolling interest in the first six months of 2026, a decrease in net loss attributable to noncontrolling interest of $3.7 million from the first six months of 2025. The decrease in net loss attributable to noncontrolling interest is a result of all Up-C Units being exchanged in 2025, as the amount for the period is based on the percentage of Cibus Global that is not owned by Cibus, Inc.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible from the capital markets, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq regulations.

The Company’s liquidity funds its non-discretionary cash requirements and its discretionary spending. The Company has contractual obligations related to recurring business operations, primarily related to lease payments for its corporate and laboratory facilities. The Company’s principal discretionary cash spending is for salaries, capital expenditures, short-term working capital payments, and professional and other transaction-related expenses incurred as the Company pursues additional financing. Until the Company is able to obtain additional public or private financing, it currently expects to satisfy its near-term requirements with existing cash on hand and proceeds raised from the ATM Facility, defined below.

As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents. Current liabilities were $14.4 million as of June 30, 2026. The Company incurred a net loss of $43.4 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of $901.6 million and expects to continue to incur losses in the future.

Cash Flows from Operating Activities

In Thousands, except percentage values

Net cash used in operating activities was $20.9 million in the first six months of 2026, a decrease in cash used of $4.5 million from the first six months of 2025. The decrease in cash used is driven by a $8.2 million decrease in net loss, primarily related to an increase of $0.7 million in revenue and $0.1 million in non-operating income in addition to cost reduction initiatives including decreases of $2.6 million in personnel and travel related expenses, $1.9 million in facilities and other corporate expenses, $1.8 million in professional fees, and $1.1 million in lab supplies and field trials. The improved net loss is offset by a decrease of $3.7 million from the changes in operating assets and liabilities. The decrease is due to $2.3 million lower accounts payable and accrued expenses, $1.2 million lower right-of-use assets and liabilities due to the end of Nancy Ridge rent abatement, $0.4 million higher accounts receivable, $0.2 million lower prepaid expenses, and $0.1 million lower deferred revenue.

Cash Flows from Investing Activities

In Thousands, except percentage values

NM – not meaningful

Net cash used in investing activities was nominal in the first six months of 2026, a decrease of $0.4 million from the first six months of 2025. The decrease in cash used was driven by a decrease in purchases of property, plant, and equipment from the prior year.

Cash Flows from Financing Activities

In Thousands, except percentage values

Net cash provided by financing activities was $31.4 million in the first six months of 2026, a decrease of $16.4 million from the first six months of 2025. The decrease was primarily due to a decrease of $16.2 million of net proceeds from less capital raised in 2026.

Capital Resources

The Company’s primary source of liquidity is its cash and cash equivalents, with additional capital resources accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable Nasdaq and SEC regulations, from the capital markets, including through stock offerings of common stock or other securities, which may be implemented pursuant to the Company’s effective registration statement on Form S-3.

January 2026 SEC-Registered Public Offering

In January 2026, the Company issued 14,836,664 shares of its Class A Common Stock, including 333,333 shares issued to Mr. Riggs (January 2026 Follow-On Offering). The offering price for each share of Class A Common Stock was $1.50. The Company received net proceeds related to the January 2026 Follow-On Offering of approximately $19.8 million after deducting approximately $2.5 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.

March 2026 SEC-Registered Public Offering

In March 2026, the Company issued 6,976,744 shares of its Class A Common Stock (March 2026 Follow-On Offering). The offering price for each share of Class A Common Stock was $2.15. The Company received net proceeds related to the March 2026 Follow-On Offering of approximately $13.6 million after deducting approximately $1.4 million for underwriting discounts and commissions and certain other offering expenses payable by the Company.

ATM Facility

On May 15, 2026, the Company entered into an Open Market Sale Agreement (Sales Agreement) with Jefferies, LLC (Jefferies). Pursuant to the terms of the Sales Agreement, the Company may offer and sell through Jefferies, from time-to-time and at its sole discretion, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $50.0 million (ATM Facility). During the six months ended June 30, 2026, the Company issued 3,059 shares of Class A Common Stock under the ATM Facility. Due to commissions and other offering expenses payable by the Company related to the establishment of the ATM Facility, there were no net proceeds received in the six months ended June 30, 2026.

Operating Capital Requirements

The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. The

Company’s net loss was $43.4 million and cash used in operating activities was $20.9 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had $20.4 million of cash and cash equivalents. Current liabilities were $14.4 million as of June 30, 2026. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of these condensed consolidated financial statements.

Cibus has taken a series of cost cutting initiatives designed to streamline its cost structure, however, Cibus will need to raise additional capital to support its business plans and successful execution of these plans is not within the Company’s control. In light of these streamlining cost reduction actions, the Company has significantly reduced its annual net cash usage. Cibus expects an annual net cash usage run-rate of approximately $35.0 million existing 2026, reflecting such continued cost discipline, while making additional strategic investments geared toward growth, such as technology and personnel, in the Company’s highest priority commercial programs. The Company anticipates that such efforts will contribute toward an appropriate balance between improved cash flow and financial stability and strategic growth. The Company is in the process of completing the consolidation of its core operations to San Diego, California while prioritizing resources toward advancing its Rice and Sustainable Ingredients programs with additional investments to support growth such as in technology and personnel.

Cibus expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties, (iii) government or other third party funding, (iv) public or private equity or debt financings (including through the continued availability of the ATM Facility or another continuous offering facility), or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all. Cibus' Board of Directors continues to evaluate a full range of strategic alternatives to maximize stockholder value.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing (including through the continued availability of the ATM Facility or another continuous offering facility), obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash and cash equivalents as of June 30, 2026, is not sufficient to fund its operations for a period of 12 months or more from the date of this filing. Taking into account the impact of cost saving initiatives implemented through the date of this Quarterly Report on Form 10-Q and without giving effect to potential financing transactions Cibus may pursue, Cibus expects that its existing cash and cash equivalents is sufficient to fund planned operating expenses and capital expenditure requirements into early in the first quarter of 2027, reflecting current cash usage expectations. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. The Company has based this estimate on assumptions that may prove to be wrong. Circumstances and business conditions may change that would require the Company to use its cash resources for purposes beyond those that are currently forecast. Any such unexpected uses of cash resources necessarily shorten the Company’s cash runway, as projected without taking into account such matters. In addition, changes in market conditions, including market volatility arising out of dynamic and shifting global trade policies, may reduce the Company’s opportunities to raise additional capital, including through the public or private capital markets and the ATM Facility.

The Company will need to raise additional capital to support its business plans to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms in the near term, the Company may have to implement additional, more stringent cost reduction measures to manage liquidity, and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance of the condensed consolidated financial statements included in this Quarterly Report. Any of these events could impact the Company’s business, financial condition, and prospects.

The Company’s financing needs are subject to change depending on, among other things, the success of its trait and product development efforts, the effective execution of its business model, its revenue, and its efforts to effectively manage expenses. The effects of macroeconomic events and potential geopolitical developments on the financial markets and broader economic uncertainties may make obtaining capital through equity or debt financings more challenging and may exacerbate the risk that such capital, if available, may not be available on terms acceptable to the Company.

CONTRACTUAL OBLIGATIONS, COMMITMENTS, AND CONTINGENCIES

In June 2026, the Company's warehouse lease term was extended until November 2031. The additional operating lease right-of-use asset and associated operating lease liability was $0.7 million.

From time-to-time, the Company may be involved in legal proceedings arising in the ordinary course of business.

The Company was not a party to any material pending legal proceedings as of June 30, 2026.

CRITICAL ACCOUNTING ESTIMATES

The preceding discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements and the related disclosures, which have been prepared in accordance with United States GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates, assumptions, and judgments that affect the reported amounts in its condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience and on various other assumptions that it believes 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. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the policies discussed in Note 1, Nature of Business & Summary of Significant Accounting Policies, are the most critical to an understanding of its financial condition and results of operations because they require it to make estimates, assumptions, and judgments about matters that are inherently uncertain.

As of June 30, 2026, there were no material changes in the Company's critical accounting policies and estimates as disclosed in its Annual Report.

Management’s Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, its principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, were effective as of June 30, 2026.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.