# Hycroft Mining Holding Corp: Form 10-Q for the period ended Sep 30, 2026

- Company: [Hycroft Mining Holding Corp](/companies/hymc.md) (CIK 1718405)
- Form: 10-Q
- Filed: 2026-10-27
- Accepted by EDGAR: Oct 26, 2026, 17:42 ET
- Period: 2026-09-30
- Accession: 0001718405-26-000030
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1718405/000171840526000030/hymc-20260930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1718405/000171840526000030/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Research and development | 3 months, 2026-07-01 to 2026-09-30 | $8.3m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2026-01-01 to 2026-09-30 | $26.5m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2026-07-01 to 2026-09-30 | −$28.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2026-01-01 to 2026-09-30 | −$100.8m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-07-01 to 2026-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2026-01-01 to 2026-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-07-01 to 2026-09-30 | −$26.1m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2026-01-01 to 2026-09-30 | −$95.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-07-01 to 2026-09-30 | −$0.28 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2026-01-01 to 2026-09-30 | −$1.04 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-07-01 to 2026-09-30 | −$0.28 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2026-01-01 to 2026-09-30 | −$1.04 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-07-01 to 2026-09-30 | 93,174,915 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2026-01-01 to 2026-09-30 | 91,485,620 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2026-01-01 to 2026-09-30 | −$51.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2026-01-01 to 2026-09-30 | $1.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-09-30 | $211.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-09-30 | $216.7m | us-gaap:AssetsCurrent |
| Total assets | at 2026-09-30 | $284.6m | us-gaap:Assets |
| Current liabilities | at 2026-09-30 | $16.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-09-30 | $47.0m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-09-30 | $237.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 26,305 characters.

*The following discussion, which has been prepared based on information available to us as of October 26, 2026, 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 nine months ended September 30, 2026 (the “Financial Statements”) and the notes thereto (the “Notes”) included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2026, 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, 2025. 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-stage issuer that owns the Hycroft Mine in Nevada. Our focus is to transition the project to the next phase of operations by milling the sulfide mineralization. With the recent high-grade silver discoveries at Brimstone and Vortex, the Company is also engaged in a robust drill program to further define these areas as we optimize the development plan that delivers the highest risk-adjusted economic value. During this development period we do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and initiate mining and processing 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 inspections, 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 nine months ended September 30, 2026, and continue to operate in excess of 1.5 million work 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. During the nine months ended September 30, 2026, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications. These actions contributed to a TRIFR of 0.86 at September 30, 2026. We will continue to evolve our safety efforts to keep our workforce, contractors, and visitors safe.

### Executive Summary

During the nine months ended September 30, 2026, we continued to advance the 2025–2026 Exploration Drill Program, which is focused on expanding the two high-grade silver systems at Brimstone and Vortex. We completed approximately 12,900 meters of drilling during the period and approximately 18,700 meters of drilling under the program that began in August 2025.

We also continued to advance technical studies and project development initiatives following the filing of the Hycroft Mine Project S‑K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Nevada, USA with an effective date of May 14, 2026 (the “May 2026 Hycroft TRS”).

In addition, we continued to strengthen our liquidity position during the nine months ended September 30, 2026, increasing our cash position while maintaining a debt-free balance sheet.

### Recent Developments

#### Exploration drilling

During the nine months ended September 30, 2026, we completed approximately 12,900 meters of drilling toward the approximately 22,000 meters planned for 2026 under the 2025-2026 Exploration Drill Program that is focused on expanding the high-grade silver systems at Vortex and Brimstone. Since initiating the 2025–2026 Exploration Drill Program in August of 2025, we completed approximately 18,700 meters of drilling towards the original 26,000 meter program. Drilling in the Brimstone system is currently focused on two areas: (1) the main high-grade system to further extend the mineralization along strike and to the north and (2) the deep southern extension of Brimstone targeting the previously identified geophysics target indicating a potential feeder system at depth. Vortex drilling is focused on expanding the high-grade silver system which remains open in all directions and at depth. Results from this drilling continue to demonstrate high-grade growth in both systems. Additional results from both Brimstone, Vortex, and regional targets are anticipated in the fourth quarter of 2026 with the ongoing drill program. Reverse circulation (“RC”) drilling that began late in 2025 continues focusing on infill drilling and obtaining metallurgical information for evaluating a potential restart of the heap leach operations.

#### Appointment of a Chief Operating Officer

During the third quarter of 2026, we strengthened our leadership team through the appointment of Michael Deal as Chief Operating Officer, who brings extensive mining, operational, and technical experience. We believe this appointment enhances our leadership capabilities as it advances exploration, technical studies and development planning activities at the Hycroft Mine.

#### Appointment of Four New Independent Directors

On September 1, 2026, we expanded our Board of Directors through the appointment of four independent directors with extensive experience in mining operations, technical services, finance, and corporate governance. We believe these appointments strengthen the Board's industry expertise and provides additional leadership as we advance the Hycroft Mine toward the optimal development path.

### 2026 Outlook

We plan to continue operating safely and in an environmentally responsible manner while advancing the Hycroft Mine towards development of the sulfide mineral resources and expanding the two high-grade silver systems through ongoing exploration activities. In collaboration with our engineering firms, we have substantially completed the conceptual design of a high-grade underground mine and processing facility, which will be incorporated into the broader project optimization work planned for 2027. The current trade-off study between roasting and pressure oxidation (“POX”) processing methods is being finalized, with results expected to be released in the first quarter of 2027, while heap leach metallurgical test work is underway and is expected to be completed in the first half of 2027. We will continue to actively manage cash resources to fund these initiatives.

### Results of Operations

#### Operating expenses (in thousands)

|  | Three months ended September 30, 2026 | 2025 | Nine months ended September 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| General and administrative costs | $16,685 | $2,564 | $66,046 | $8,975 |
| Exploration and development costs | 8,331 | 4,006 | 26,537 | 9,349 |
| Mine site costs | 3,907 | 2,528 | 13,229 | 7,681 |
| Depreciation and amortization | 301 | 502 | 989 | 1,534 |
| Asset retirement obligation adjustments and accretion | (957) | (2,342) | (6,081) | (1,676) |
| Other (income) expense, net | (20) | — | 94 | (68) |
| Total | $28,247 | $7,258 | $100,814 | $25,795 |

#### General and administrative costs

During the three and nine months ended September 30, 2026, *General and administrative costs* totaled $16.7 million and $66.0 million, respectively, as compared to $2.6 million and $9.0 million, respectively, for the same periods of 2025, primarily due to (i) discretionary restricted stock unit make‑whole awards with certain related cash payments, intended solely to compensate certain plan participants for the reductions to their cumulative target long-term incentive opportunities for 2023, 2024, and 2025 (collectively “Make-whole Awards”) of $45.0 million, of which $36.4 million was non-cash, (ii) a one‑time $4.5 million extraordinary cash bonus awarded to the Company's named executive officers and certain other employees to recognize the leadership team's execution of transformational financings completed during 2025, (iii) increased capital markets and investor relations activities, and (iv) increased personnel-related costs, including executive recruitment expenses and costs associated with the expanded leadership team and appointment of new members to the Board of Directors.

#### Exploration and development costs

During the three and nine months ended September 30, 2026, *Exploration and development costs* totaled $8.3 million and $26.5 million, respectively, as compared to $4.0 million and $9.3 million, respectively, for the same periods of 2025, primarily due to (i) expanded drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems, and (ii) Make‑whole Awards of $4.4 million, of which $3.6 million was non-cash.

#### Mine site costs

During the three and nine months ended September 30, 2026, *Mine site costs* totaled $3.9 million and $13.2 million, respectively, as compared to $2.5 million and $7.7 million, respectively, for the same periods of 2025, primarily due to (i) Make‑whole Awards of $4.0 million, of which $3.1 million was non-cash, and (ii) the ramp up of activity to support the exploration drilling program.

#### Depreciation and amortization

During the three and nine months ended September 30, 2026, *Depreciation and amortization* totaled $0.3 million and $1.0 million, respectively, as compared to $0.5 million and $1.5 million, respectively, for the same periods of 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.

#### Asset retirement obligation adjustments and accretion

During the three and nine months ended September 30, 2026, *Asset retirement obligation adjustments and accretion* totaled $1.0 million and $6.1 million, respectively, as compared to $2.3 million and $1.7 million, respectively, for the same periods of 2025. For the three and nine months ended September 30, 2026, the Company recognized an adjustment of $1.1 million and $6.9 million, respectively, resulting primarily from a change in estimate related to the extension of the mine life based on the May 2026 Hycroft TRS and updates to reclamation cost estimates and projected cash flows, which was partially offset by *Accretion* of $0.2 million and $0.8 million in the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 30, 2025, there was a downward adjustment of $2.7 million in the three months ended September 30, 2025, due to the change in estimated timing for the completion of certain reclamation activities, which was partially offset by *Accretion* of $0.3 million and $1.0 million in the three and nine months ended September 30, 2025, respectively.

#### Non-operating income (expense), net (in thousands)

|  | Three Months Ended September 30, 2026 | 2025 | Nine Months Ended September 30, 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: |
| Interest income | $2,108 | $1,131 | $5,792 | $2,531 |
| Other income (expense), net | (6) | 315 | (160) | 822 |
| Interest expense | — | (3,564) | — | (10,430) |
| Total | $2,102 | $(2,118) | $5,632 | $(7,077) |

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#### Interest income

During the three and nine months ended September 30, 2026, *Interest income* totaled $2.1 million and $5.8 million, respectively, as compared to $1.1 million and $2.5 million, respectively for the same periods of 2025. The increase primarily resulted from the increase in invested cash.

#### Other income (expense), net

During the three and nine months ended September 30, 2026, *Other expense* totaled nil and $0.2 million, respectively, primarily due to foreign exchange losses and a loss on equity investment securities, respectively. For the same periods of 2025, *Other income (expense), net* totaled $0.3 million and $0.8 million, respectively, primarily due to a gain on equity investment securities.

#### Interest expense

During both the three and nine months ended September 30, 2026, *Interest expense* was nil, as compared to $3.6 million and $10.4 million, respectively, for the same periods of 2025. The decrease was due to the repayment and extinguishment of all outstanding debt during the fourth quarter of 2025.

### Liquidity and Capital Resources

#### General

The Company’s unrestricted cash position at September 30, 2026, was $211.2 million, as compared with $181.7 million at December 31, 2025. For the nine months ended September 30, 2026, the Company raised cash primarily from the exercise of warrants and issuance of common stock under its at-the-market equity offering program (the “New ATM Program”), generating net proceeds of $43.4 million and $35.8 million, respectively. See *Note 10 – Stockholders’ equity* in the Notes to the Financial Statements for additional information.

As the Company is an exploration and development stage company, it 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 fund the business. Based on its current forecasts and planned expenditures, the Company believes its current unrestricted cash balance is sufficient to fund its planned development and explorations activities, including advancing the two high-grade silver systems at Brimstone and Vortex, for the foreseeable future. Future development activities, changes in business objectives, acceleration of project advancement, adverse market conditions, or other unforeseen circumstances could require additional capital, and the amount and timing of any such requirements remain uncertain.

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 economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing *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) maintaining a debt-free balance sheet.

The Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value.

#### Cash and liquidity

The Company has placed substantially all its cash in operating accounts with balances remaining readily available. A significant portion of the Company’s cash is invested in AAAm rated U.S. Government Money Market Funds, while other cash balances are held through programs that provide Federal Deposit Insurance Corporation ("FDIC") coverage.

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

|  | September 30, 2026 | December 31, 2025 |
| --- | ---: | ---: |
| Cash and cash equivalents | $211,217 | $181,738 |
| Interest receivable | 376 | 609 |
| Equity warrants with mandatory conversion(1) | — | 40,679 |
| Assets held-for-sale(2) | — | 2,893 |
| Equity investment securities | — | 776 |
| Total projected sources of future liquidity | $211,593 | $226,695 |

*(1)* After satisfying the conditions for a Required Exercise under the 2025 Private Placement Warrant Agreement, Hycroft issued the Notice of Required Exercise of Common Stock Purchase Warrant to the remaining Private Placement warrant holders on December 14, 2025. The Notice required the exercise of 6,891,719 warrants at the exercise price of $6.00 per warrant for net proceeds of $41.4 million. After the Notice of Required Exercise and through December 31, 2025, 111,809 Private Placement Warrants were exercised for net proceeds of $0.7 million. The remaining 6,779,910 shares of the Private Placement Warrants to be exercised and the associated funding occurred in January 2026.

*(2)* As of September 30, 2026, the Company had received non-refundable deposits totaling $4.5 million in connection with Asset Option and Purchase Agreements executed on May 14, 2026, for one semi-autogenous mill.

#### Nine months ended September 30, 2026 compared to nine months ended September 30, 2025

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

|  | Nine Months Ended September 30, 2026 | 2025 |
| --- | ---: | ---: |
| Net loss | $(95,182) | $(32,872) |
| Net non-cash adjustments | 40,192 | 9,770 |
| Net change in operating assets and liabilities | 3,272 | 945 |
| Net cash used in operating activities | (51,718) | (22,157) |
| Net cash provided by (used in) investing activities | (739) | 250 |
| Net cash provided by financing activities | 74,041 | 112,217 |
| Net increase in cash, cash equivalents, and restricted cash | 21,584 | 90,310 |
| Cash, cash equivalents, and restricted cash, beginning of period | 204,231 | 77,057 |
| Cash, cash equivalents, and restricted cash, end of period | $225,815 | $167,367 |
| Reconciliation of cash, cash equivalents, and restricted cash: |  |  |
| Cash and cash equivalents | $211,217 | $139,094 |
| Restricted cash | 14,598 | 28,273 |
| Cash, cash equivalents, and restricted cash, end of period | $225,815 | $167,367 |

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#### Cash used in operating activities

For the nine months ended September 30, 2026, the Company used $51.7 million of cash in operating activities primarily attributable to a net loss of $95.2 million, the cash impact of which was $55.0 million. Working capital provided $3.3 million of cash, which primarily included cash provided by *Contract liabilities* of $4.2 million and *Receivables* of $0.2 million, partially offset by cash used for *Accounts payable, accrued expenses, and other liabilities* of $0.4 million, *Prepaids and deposits* of $0.4 million, and *Supplies inventories, net* of $0.3 million. The largest non-cash items included in *Net loss* for the nine months ended September 30, 2026, was *Stock-based compensation* of $45.0 million, and *Depreciation and amortization* of $1.0 million, partially offset by *Asset retirement obligation adjustments and accretion* of $6.1 million.

For the nine months ended September 30, 2025, the Company used $22.2 million of cash in operating activities primarily attributable to a net loss of $32.9 million, the cash impact of which was $23.1 million. Working capital provided $0.9 million of cash, including cash provided by *Contract liabilities* of $3.9 million, partially offset by cash used by *Accounts payable, accrued expenses, and other liabilities* of $1.9 million, and cash used by *Prepaids and deposits* of $1.0 million. The largest non-cash items included in *Net loss* for the nine months ended September 30, 2025 was *Non-cash interest expense, including accelerated amortization of original issue discount and issuance costs* of $9.2 million.

#### Cash provided by (used in) provided by investing activities

For the nine months ended September 30, 2026, investing activities used cash of $0.7 million, comprised of A*dditions to* p*roperty, plant, and equipment* of $1.5 million, partially offset by *Proceeds from sale of equity investment securities* of $0.6 million.

For the nine months ended September 30, 2025, investing activities generated cash of $0.3 million, comprised of *Proceeds from sale of assets* of $0.7 million, partially offset by *Additions to property, plant, and equipment* of $0.4 million,.

#### Cash provided by financing activities

For the nine months ended September 30, 2026, financing activities provided net cash of $74.0 million that was primarily related to net proceeds received from the *Exercise of warrants* of $43.4 million and the *Issuance of common stock* of $35.8 million under the New ATM Program, partially offset by *Taxes paid related to net share settlement of equity awards* of $5.2 million.

For the nine months ended September 30, 2025, financing activities provided net cash of $112.2 million that was primarily from $104.5 million from *Proceeds from issuance of common stock, net of issuance costs* from the Company’s public and private Offerings, $2.2 million from the exercise of warrants, and $5.5 million from the New ATM Program.

#### Off-balance sheet arrangements

As of September 30, 2026, the Company’s off-balance sheet arrangements consisted of a net smelter royalty arrangement. See *Note 17 – 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, 2025.

### 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, 2025, as the same may be updated from time to time, as well as other SEC filings, for more information about these and other risks.

## Market risk

As filed, 207 characters.

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.

## Controls and procedures

As filed, 3,718 characters.

### 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 September 30, 2026, 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 September 30, 2026, 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 material changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 177 characters.

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Filed Oct 27, 2026.
Source: SEC EDGAR, the filing index for accession 0001718405-26-000030. Last ingested by Listed: Oct 27, 2026, 17:28 ET. No prices; not investment advice.