Hycroft Mining Holding Corp: Form 10-Q for the period ended Jun 30, 2025

The following discussion, which has been prepared based on information available to us as of July 30, 2025*, provides information we believe is relevant to an assessment and understanding of our consolidated operating results and financial condition. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 (the “Financial Statements”) and the notes thereto (the “Notes”) included in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025, as well as our other reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2024. Terms not defined herein have the same meaning defined in the Financial Statements and the Notes.*

Introduction to the Company

We are a U.S.-based gold and silver exploration and development company that owns the Hycroft Mine in Nevada. Our focus is on exploring the mine’s approximate 64,000 acres of claims and developing the project in a safe, environmentally responsible, and cost-effective way. Pre-commercial scale mining activities were started in the fourth quarter of 2019, subsequently halted in November 2021, and we completed processing the gold and silver ore previously placed on leach pads by December 2022. We do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and resume mining operations.

Health and Safety

We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspection, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.

We reported no lost time incidents during the six months ended June 30, 2025 and continue to operate in excess of 1.3 million man-hours without a lost time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages and significantly below pre-2021 historical levels experienced at the Hycroft Mine. During the six months ended June 30, 2025, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications to mine safety. These actions contributed to maintaining a TRIFR of 0.00 at both June 30, 2025 and December 31, 2024. Also, the Nevada Mining Association (“NVMA”) awarded Hycroft the 2025 first place NVMA Operator Safety Award for small surface mines. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.

Executive Summary

During the second quarter of 2025, the Company reviewed 2024 Drill Program results on new high-grade silver dominant zones to prepare for the next phase of exploration drilling and continued the metallurgical and variability test work in preparation for mine planning and completion of the new technical report expected during the fourth quarter of 2025. The metallurgical and variability test work is a continuation of the March 2023 Hycroft Property Initial Assessment Technical Report Summary Humboldt and Pershing Counties, Nevada (“2023 Hycroft TRS”), which was completed utilizing a conventional crushing, grinding, and flotation circuit that generates a concentrate to be fed to a pressure oxidation autoclave facility commonly used for refractory gold ores. The Company is also focused on strengthening its balance sheet primarily by reducing debt and funding the future development of the Hycroft Mine and it will continue to explore other strategic initiatives to enhance stockholder value.

On June 12, 2025, the Company announced a public offering (“the Offering”) of 12,500,000 Units of the Company at a public offering price of $3.50 per Unit . Each Unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a “2025 3-Year Warrant”). The shares of common stock and warrants were immediately separable and were issued separately. Each 2025 3-Year Warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 1,875,000 Units (comprised of 1,875,000 additional shares of common stock and 937,500 additional Warrants), shares of common stock, Warrants, or any combination thereof, at the underwriters’ discretion, so long as the aggregate number of shares of common stock and warrants that may be issued under the option does not exceed 1,875,000 shares of common stock and 937,500 warrants. On June 12, 2025, the underwriters exercised their over-allotment option to purchase 937,500 of the 2025 3-Year Warrants at the public offering price of $0.02 per warrant, and on July 10, 2025, the underwriters exercised their over-allotment to purchase 1,324,117 shares of common stock at the public offering price of $3.49 per share.

The Offering, including the underwriters’ exercise of the over-allotment option to purchase 2025 3-Year Warrants, closed on June 13, 2025, and the Company received net proceeds of $40.7 million, after deducting underwriting discounts but before deducting expenses payable by it in connection with the Offering which are estimated to be $0.4 million (of which $0.1 million was paid as of June 30, 2025). The exercise of the underwriters’ option to purchase shares of common stock closed on July 11, 2025, and increased net proceeds to approximately $45.0 million, after deducting underwriting discounts but before deducting expenses payable by it in connection with the Offering which are estimated to be $0.5 million (of which $0.1 million was paid as of June 30, 2025). The Company intends to use the net proceeds for further exploration, working capital and general corporate purposes.

On May 31, 2024, the Company replaced its at-the-market public offering program with a new $100.0 million at-the-market public offering program (the “New ATM Program”). Through these programs, the Company generated gross proceeds of $12.6 million, before commissions and offering expenses, during the year ended December 31, 2024, and the Company generated an additional $0.3 million gross proceeds before commissions and offering expenses, during the six months ended June 30, 2025. On January 5, 2024, the Company voluntarily pre-paid $38.0 million of the first lien loan, comprised of $34.7 million in principal and $3.3 million for the remaining additional interest (as defined in the “Sprott Credit Agreement” - See Note 9 – Debt, Net to the Notes to the Financial Statements for additional information).

Recent Developments

Exploration drilling

During the six months ended June 30, 2025, the Company’s focus has been on incorporating the new high-grade silver mineral systems and refining the structural framework as supported by the 2024 drilling and mapping programs into an updated geologic model. Additionally, work in the first half of 2025 has improved the Company’s understanding of mineral domains through detailed review of geochemical relationships within currently understood mineral trends. Following the 2024 Drill Program, the exploration team analyzed the results, conducted additional geophysics work, and further refined the mineralization and structural controls of the high-grade systems. This work became the foundation for selecting targets for the next exploration program and has been integrated into a new cohesive geologic model that is being applied to our exploration efforts in the Brimstone and Vortex areas, to the east of Brimstone and throughout the rest of the Hycroft district.

Metallurgical and variability test work

During the six months ended June 30, 2025, the Company advanced with metallurgical work and engineering work necessary for designing a sulfide milling operation. The Company has been testing composite samples from around the ore body that represent the various material characteristics in the sulfide ore. Crushing, grinding, and flotation work has identified significant improvements in gold and silver flotation recoveries compared to the current technical report, which increase the economic benefits to the project. The Company’s test work for identifying the optimal inputs and operating parameters for roasting, pressure oxidation, leaching, sulfuric acid generation, and power co-generation work progressed during the year ended December 31, 2024, and is continuing in 2025. Process plant flow sheets, equipment selection, plant layout, water management, and other designs continued to be developed. Once the Company completes the metallurgical testing, it will conduct trade-off studies using the test results to assess whether roasting technology could offer superior project economics compared to pressure oxidation technology for the Hycroft Mine.

2025 Outlook

The Company’s current plan is to operate safely and environmentally responsibly while advancing exploration, targeting high-grade opportunities, and completing technical studies and data analyses. Key 2025 plans include assessing the potential for a high-grade underground mining scenario, assessing the potential for recovering gold and silver through rehandling and leaching ore in a historic leach pad and potentially mining leachable oxide and transition ore, executing a follow-up exploration program to expand high-grade silver mineralization, finalizing engineering and trade-off studies, and reviewing district exploration targets to unlock broader mineral resource potential.

The next exploration program (the “2025-2026 Exploration Drill Program”) will focus on expanding the high-grade silver systems commencing in early August 2025. The 2025-2026 Exploration Drill Program contemplates core drilling approximately 14,500 meters. The 2025-2026 Exploration Drill Program includes drilling and assays, geophysics, geochemistry, and other step out exploration in newly identified target areas east of Brimstone, including the Manganese target.

The 2025-2026 Exploration Drill Program aims to extend these systems along dip and along strike as both systems remain open in all directions and at depth.

Considering increased gold and silver prices, the Company is also evaluating the potential to re-start a heap leaching operation within the currently permitted plan of operation. The Company’s current resource includes heap leach material and at current gold and silver prices, the Company could potentially convert material that is considered waste to economic heap leach material. Additionally, the historic Crofoot leach pad is believed to contain significant residual gold and silver values. The Company is conducting a technical and economic analysis to evaluate the feasibility of rehandling and leaching that material.

Trade-off studies and alternative analyses will continue in 2025, evaluating grinding methods, flotation cell configurations, and sulfide conversion processes such as pressure oxidation and roasting to optimize recoveries and explore additional by-product revenue streams. These efforts will support the development of optimal process flow sheets, with an updated technical report anticipated in the fourth quarter of 2025. The Company remains committed to maintaining and developing the Hycroft Mine and strengthening its balance sheet to support these initiatives.

Results of Operations

Operating expenses (in thousands)

General and administrative costs

During the three and six months ended June 30, 2025, General and administrative costs totaled $3.5 million and $6.4 million, respectively, as compared to $3.9 million and $6.8 million, respectively, for the same period of 2024, with activities remaining substantially consistent year-over-year.

Mine site costs

During the three and six months ended June 30, 2025, Mine site costs totaled $2.7 million and $5.2 million, respectively, as compared to $2.5 million and $5.1 million, respectively, for the same period of 2024, with activities remaining substantially consistent year-over year at the mine site.

Exploration and development costs

During the three and six months ended June 30, 2025, Exploration and development costs totaled $2.3 million and $5.3 million, respectively, as compared to $5.1 million and $10.0 million, respectively, for the same period of 2024, as the Company focused on incorporating the 2024 drill program results and refining the structural framework and mapping programs into an updated geologic model with drilling paused while completing that work in 2025.

Depreciation and amortization

During the three and six months ended June 30, 2025, Depreciation, amortization, and inventory adjustments expense totaled $0.5 million and $1.0 million, respectively, as compared to $0.6 million and $1.2 million, respectively, for the same period of 2024, primarily due to certain assets becoming fully depreciated.

Asset retirement obligation adjustments and accretion expense

During the three and six months ended June 30, 2025, Asset retirement obligation adjustments and accretion expense totaled $0.3 million and $0.7 million, respectively, as compared to $2.3 million and $4.5 million, respectively, for the same period of 2024. There were no adjustments or changes in estimate in the three and six months ended June 30, 2025, as compared to a $2.0 million adjustment and $4.0 million adjustment for changes in estimate during the three and six months ended June 30, 2024, respectively. See Note 10 – Asset Retirement Obligation to the Notes to the Financial Statements for additional information.

Gain on asset sales

During the three and six months ended June 30, 2025, Gain on asset sales totaled $0.01 million and $0.1 million, respectively, as compared to $3.8 million and $5.1 million, respectively, for the same period of 2024, due to reduced asset sales in the current period.

Non-operating income (expense) (in thousands)

Interest income

During the three and six months ended June 30, 2025, Interest income totaled $0.7 million and $1.4 million, respectively, as compared to $1.1 million and $2.4 million, respectively, for the same period of 2024, primarily due to a decrease in investment interest of $0.4 million and $0.9 million, respectively, resulting from a reduction in invested cash.

Other income (loss)

During the three and six months ended June 30, 2025, Other income totaled $0.4 million and $0.5 million, respectively, primarily due to unrealized gains on equity securities. For the same period of 2024, Other loss totaled $0.5 million and $0.5 million, respectively, for the same periods of 2024, primarily due to an unrealized loss on equity securities.

Interest expense

During the three and six months ended June 30, 2025, Interest expense totaled $3.5 million and $6.9 million, respectively, as compared to $3.2 million and $13.3 million, respectively, for the same period of 2024, primarily due to $6.9 million of accelerated amortization of original issue discount and issuance costs recorded in January 2024 related to the voluntary first lien debt prepayments in 2024. See Note 9 – Debt, Net to the Notes to the Financial Statements for additional information.

Liquidity and Capital Resources

General

The Company’s unrestricted cash position at June 30, 2025, was $68.8 million, as compared with $49.6 million at December 31, 2024. For the six months ended June 30, 2025, the Company raised cash through the sale of equity and through the New ATM Program as follows, and as discussed in Note 12 – Stockholders’ Equity in the Notes to the Financial Statements:

• During the six months ended June 30, 2025, the Company issued 12,500,000 shares of common stock in the Offering at a public offering price of $3.50 per unit. Each Unit consisted of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a 2025 3-Year Warrant). Each 2025 3-Year Warrant is exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months.
• In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 1,875,000 Units (comprised of 1,875,000 additional shares of common stock and 937,500 additional Warrants), shares of common stock, Warrants, or any combination thereof, at the underwriters’ discretion, so long as the aggregate number of shares of common stock and Warrants that may be issued under the option does not exceed 1,875,000 shares of common stock and 937,500 Warrants. On June 12, 2025, the underwriters exercised their over-allotment option to purchase 937,500 of the 2025 3-Year Warrants at a price of $0.02 per warrant.
• As of June 30, 2025, the Company has received net proceeds of $40.7 million, after deducting underwriting discounts but before deducting estimated expenses payable by it in connection with the Offering which are estimated to be $0.4 million (of which $0.1 million was paid as of June 30, 2025).
• During the six months ended June 30, 2025, the Company sold 108,072 shares of common stock through the New ATM Program for gross proceeds of $0.3 million.
• As of June 30, 2025, $97.5 million gross sales price of common stock was available for issuance under the New ATM Program.

As the Company ceased mining activities in 2021 and completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to repay debt and fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past in raising funds through equity and debt financings, and restructuring its debt, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan.

The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economical options, including termination of certain agreements in accordance with their terms; (vi) managing restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts, including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) working with existing debt holders to adjust debt service requirements.

In addition, the Company will continue to evaluate alternatives to raise additional capital necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value. The Company may not be successful with its efforts to raise additional capital or restructure its debt, which may result in a going concern disclosure. In addition, if unsuccessful in its future efforts it might result in a default of the first lien loan that could trigger a cross-acceleration default of the subordinated debt.

Cash and liquidity

The Company has placed substantially all its cash in operating and investment accounts with well-capitalized financial institutions, thereby ensuring balances remain readily available. The Company uses AAAm rated U.S. Government Money Market Funds for its cash investments.

The following table summarizes projected sources of future liquidity, as recorded within the Financial Statements (in thousands):

24

Six months ended June 30, 2025 compared to six months ended June 30, 2024

The following table summarizes sources and uses of cash for the following periods (in thousands):

Cash used in operating activities

During the six months ended June 30, 2025, the Company used $18.7 million of cash in operating activities primarily attributable to a net loss of $23.5 million, the cash impact of which was $15.1 million. Working capital used $3.6 million of cash, including cash used for Accounts payable, accrued expenses, and other liabilities of $3.2 million. The largest non-cash items included in Net loss for the six months ended June 30, 2025 was Non-cash interest expense, including accelerated amortization of original issue discount and issuance costs of $6.1 million.

During the six months ended June 30, 2024, the Company used $20.3 million of cash in operating activities primarily attributable to a net loss of $33.9 million the cash impact of which was $18.9 million. Working capital used $1.4 million of cash, including cash used for Accounts payable, accrued expenses, and other liabilities of $1.1 million. The largest non-cash items included in net loss during the six months ended June 30, 2024, were Non-cash interest expense, including accelerated amortization of original issue discount and issuance costs of $12.4 million, and non-cash Asset retirement obligation adjustments and accretion of $4.5 million.

Cash (used in) provided by investing activities

For the six months ended June 30, 2025, investing activities used cash of $0.3 million, comprised of Additions to property, plant, and equipment of $0.4 million, partially offset by Proceeds from sale of assets of $0.1 million.

During the six months ended June 30, 2024, investing activities generated cash of $1.3 million, comprised of Proceeds from sale of assets of $1.7 million, partly offset by Additions to property, plant, and equipment of $0.4 million.

Cash provided by (used in) financing activities

For the six months ended June 30, 2025, financing activities provided net cash of $40.8 million that was primarily related to Proceeds from issuance of common stock, net of issuance costs from the Offering and the New ATM Program.

During the six months ended June 30, 2024, financing activities used cash of $28.0 million that was primarily related to principal payments on debt and notes payable of $38.1 million, including the $38.0 million voluntary prepayment of the first lien debt, partially offset by Proceeds from issuance of common stock, net of issuance costs of $10.1 million from the ATM.

Future capital and cash requirements

The following table provides the Company’s gross contractual cash obligations as of June 30, 2025, which are grouped in the same manner as they are classified in the Unaudited Condensed Consolidated Statement of Cash Flows in order to provide a better understanding of the nature of the obligations and to provide a basis for comparison to historical information. The Company believes that the following provides the most meaningful presentation of near-term obligations expected to be satisfied using current and available sources of liquidity (in thousands):

(1) The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine (“Sprott Royalty Agreement”), payable monthly, which also includes an additional amount for withholding taxes payable by the royalty holder. Amounts presented above incorporate mineral resource estimates as reported in the 2023 Hycroft TRS.

(2) Mining operations are subject to extensive environmental regulations in the jurisdictions in which they are conducted, and we are required, upon cessation of operations, to reclaim and remediate the lands that our operations have disturbed. The estimated undiscounted inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.7 million of our reclamation bonds or for the $30.0 million of cash collateral for those bonds included in Restricted Cash. In April 2025, the Company increased cash collateral by $2.0 million and it is continuing to work with its surety provider as it evaluates a number of alternatives to manage its cash collateral requirements.

(3) Interest payments consist of monthly payments under the Sprott Credit Agreement at the minimum interest rate of 7.5%, monthly interest payments for other debt, and paid in kind interest associated with the subordinated debt paid at maturity.

(4) The Company is required to pay a 4.0% net profit royalty, including advance royalty payments of $0.1 million in any year where mining occurs on the Crofoot claims and an additional $0.1 million if tons mined from the Crofoot claim blocks exceed 5.0 million tons. Amounts shown represent the current estimates of cash payment timing using consensus pricing for gold and silver. See Note 18 – Commitments and Contingencies in the Notes to the Financial Statements for additional information.

(5) Repayments of principal on debt consist of amounts due under the Sprott Credit Agreement, the 10% senior secured notes (collectively, the “Subordinated Notes”), and notes payable for equipment purchases. The repayment of the Subordinated Notes principal includes interest that is paid in-kind, which adds to the outstanding debt principal. See Note 9 – Debt, Net in the Notes to the Financial Statements for additional information.

Debt covenants

The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types.

The Sprott Credit Agreement contains covenants that, among other things, restrict or limit the ability of the Company to enter into encumbrances (other than Permitted Encumbrances), incur indebtedness (other than Permitted Indebtedness), dispose of its assets (other than Permitted Disposals), pay dividends, and purchase or redeem shares, as such terms are defined in the Sprott Credit Agreement. The Sprott Credit Agreement requires the Company to ensure that, at all times, its Working Capital is at least $10.0 million and Unrestricted Cash is at least $15.0 million, as such terms are defined in the Sprott Credit Agreement, and that at least every six months the Company demonstrates its ability to repay and meet all present and future obligations as they become due with a financial model that uses consensus gold prices discounted by 5.0%. The Subordinated Notes include customary events of default, including those relating to a failure to pay principal or interest, a breach of a covenant, representation or warranty, a cross-default to other indebtedness, and non-compliance with security documents. As of June 30, 2025, the Company was in compliance with all covenants under its debt agreements.

Pursuant to the terms of the Sprott Credit Agreement, the Company agreed that while any indebtedness is outstanding under the Sprott Credit Agreement or while the credit facility under the Sprott Credit Agreement remains available to the Company, the Company and guarantors under the Sprott Credit Agreement would not undertake certain corporate actions without the Lender’s prior written consent.

Off-balance sheet arrangements

As of June 30, 2025, the Company’s off-balance sheet arrangements consisted of a net profit royalty arrangement and a net smelter royalty arrangement. See Note 18 – Commitments and Contingencies in the Notes to the Financial Statements for additional information.

Critical Accounting Estimates

This Management’s Discussion and Analysis is based on the Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these statements requires the Company to make assumptions, estimates, and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. For information on the most critical accounting estimates used to prepare the Financial Statements, see the Critical Accounting Estimates section included in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Cautionary Statement Regarding Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”) or in releases made by the SEC, all as may be amended from time to time. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events, or developments that we expect or anticipate will or may occur in the future, are forward-looking statements.

The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “project”, “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intentions identify forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefit of the “safe harbor” provisions of such laws. These statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially different from any results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations.

Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make in this Quarterly Report on Form 10-Q speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data.

See Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, as the same may be updated from time to time, as well as other SEC filings, for more information about these and other risks.

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, quantitative and qualitative disclosures about market risk are not required, and such are omitted from this filing.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published Financial Statements. Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effectuated by our Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with GAAP. Internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.

The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2025, as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2025, to provide such reasonable assurance that information required to be disclosed by us, including our consolidated subsidiaries, in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure and is recorded, processed, summarized, and reported within the time periods specified in SEC’s rules and forms.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to be included in a Quarterly Report and, therefore, are omitted from this filing.