What changed in this filing

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Item 1A. Risk Factors

2026-06-25 compared with 2025-06-26 · 80 added, 84 removed, 610 unchanged (21% of the section changed)

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The most significant risks that could materially and adversely affect our business operations, financial condition, and cash flows include the risk factors described below.

We have summarized the below risk factors as follows:

These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

We have summarized our risk factors as follows:

Risks Related to Our Business

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• We rely to a significant extent on outsourcing for a substantial portion of our production, and any interruptions in these arrangements could disrupt our ability to fill our customers’ orders.

• The costs and availability of finished products, components, and raw materials could affect our business and operating results.

• Fluctuations in the costs and availability of finished products, components, and raw materials could affect our business and operating results.

• Our business depends to a significant extent upon the brand recognition and reputation of our brands, and the failure to maintain or strengthen our brand recognition and reputation could have a material adverse effect on our business.

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• The dynamic tariff landscape may increase our operating costs and distract us from long-term plans.

• Interruptions in the proper functioning of our information systems or other issues with our ERP systems could cause disruption to our operations.

• Interruptions in the proper functioning of our information systems or other issues with our Enterprise Resource Planning systems could cause disruption to our operations.

• We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.

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• Environmental laws and regulations may impact our business.

• There are risks associated with the Trademark License Agreement with our former parent company.

• There are risks associated with the Trademark License Agreement.

• We will have increased costs as a result of being a public company.

Risks Related to Our Common Stock

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• Our common stock is and will be subordinate to all of our future indebtedness and any series of preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.

Risks related to Us as a Public Company

• We are an “emerging growth company” under the JOBS Act, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

• We will have increased costs as a result of being a public company.

• If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or prevent or detect fraud, which would have a material adverse effect on our business or the market price of our securities.

Risks Related to Our Business

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Our ability to secure qualified suppliers that meet our quality and other standards and to receive from them these products and components in a timely and efficient manner represents a challenge, especially with suppliers located and products and components sourced outside of the United States.

The ability of our suppliers to effectively satisfy our production requirements could also be impacted by their financial difficulty or damage to their operations caused by fire, pandemic, terrorist attack, natural disaster, or other events.

The ability of our suppliers to effectively satisfy our production requirements could also be impacted by their financial difficulty or damage to their operations caused by fire, pandemic, military actions, terrorist attack, natural disaster, or other events.

The failure of any supplier to perform to our expectations could result in supply shortages or delays for certain products and components and harm our business.

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In addition, failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could have a material adverse effect on us, as well as require additional resources to restore our supply chain.

The costs and availability of finished products, components, and raw materials could affect our business and operating results.

Fluctuations in the costs and availability of finished products, components, and raw materials could affect our business and operating results.

The costs and availability of the finished products, components, and raw materials needed in our products can be volatile as a result of numerous factors, including but not limited to, general, domestic, and international economic conditions;

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Uncertainties related to governmental fiscal policies, including increased duties, tariffs, or other trade restrictions, could increase the prices of finished products, components, and raw materials we purchase from third-party suppliers.

An outbreak or escalation of hostilities between the United States and a foreign power, or between foreign powers, including conflicts or heightened tensions in regions that are significant producers, processors, or transit routes for petroleum products, could result in a real or perceived shortage of petroleum, which may lead to an increase in the cost of energy generally as well as an increase in the cost of our raw materials, of which many are petroleum-based.

Furthermore, increased energy costs negatively affect our freight costs due to higher fuel prices.

Future limitations on the availability, transportation, distribution or consumption of petroleum products and/or an increase in

energy costs for the operations of our third-party manufacturers and other vendors, could have a material adverse effect upon our business.

Our inability to obtain sufficient quantities of finished products and components, raw materials, and other supplies from independent sources could result in reduced or delayed sales or lost orders.

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We anticipate that our advertising, marketing, and promotional efforts will increase in the foreseeable future as we continue to seek to enhance our brand recognition and the consumer demand for our products.

Historically, we have relied on print and electronic media advertising to increase consumer awareness of our brands to increase purchasing intent and conversation.

We anticipate that we will increasingly rely on other forms of media advertising, including social media and digital marketing.

We rely on print and electronic media advertising, social media and digital marketing to increase consumer awareness of our brands to increase purchasing intent and conversation.

Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our advertising, promotion, public relations, and marketing programs.

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The actions of these third parties could adversely affect our business if they agree to low margin contracts or conduct themselves in a manner that damages our reputation in the marketplace.

We also face a risk that these third parties could violate domestic or foreign laws, which could put us at risk for prosecution in the United States or internationally.

We also face a risk that these third parties could violate domestic or foreign laws, which could harm our reputation and put us at risk for prosecution in the United States or internationally.

Our operating results could be materially harmed if we are unable to forecast demand for our products accurately.

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To increase our e-commerce sales, we may have to be more promotional to compete, which could impact our gross margin and increase our marketing expenses.

We recently developed and continue to enhance our direct-to-consumer e-commerce platform, but rely to an extent on third party e-commerce websites to sell our products, which could lead to our e-commerce customers being able to have control over the pricing of our products.

We continue to enhance our direct-to-consumer e-commerce platform, but also rely on third party e-commerce websites to sell our products, which could lead to our e-commerce customers being able to have control over the pricing of our products.

This in turn could lead to adverse relationship consequences with our customers that operate brick and mortar locations as they may perceive themselves to be at a disadvantage based on the e-commerce pricing to end consumers.

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data breaches;

violations of federal, state, and international laws, including those relating to online privacy, credit card fraud, telecommunication failures, electronic break-ins, and similar disruptions;

violations of federal, state, and international laws,

including those relating to online privacy, credit card fraud, telecommunication failures, electronic break-ins, and similar disruptions;

and disruptions of Internet service.

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We plan to continue to expand our brand recognition and product loyalty through social media and our websites, with generation of original content.

These efforts are intended to yield greater traffic to our websites and increase our

direct-to-consumer revenue.

These efforts are intended to yield greater traffic to our websites and increase our direct-to-consumer revenue.

By doing so, we will become to an extent a competitor to our customers, reducing their revenue in the process.

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We accept a variety of payment methods, including credit cards, debit cards, electronic funds transfers, electronic payment systems, and gift cards.

Accordingly, we are subject to significant and evolving regulations and compliance requirements, including obligations to implement enhanced authentication processes that could result in increased costs and

liability and reduce the ease of use of certain payment methods.

For certain payment methods, including credit and debit cards, as well as electronic payment systems, we pay interchange and other fees, which may increase over time.

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As a part of any potential acquisition, we may engage in discussions with various acquisition candidates.

In connection with these discussions, we and each potential acquisition candidate may exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential

In certain cases, the prospective acquisition candidate may agree not to discuss a potential acquisition with any other party for a specific period of time and agree to take other actions designed to enhance the possibility of the acquisition, such as preparing audited financial information.

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Unforeseen expenses, difficulties, and delays frequently encountered in connection with future acquisitions could inhibit our growth and negatively impact our profitability.

Any future acquisitions may not meet our strategic objectives or

perform as anticipated.

Any future acquisitions may not meet our strategic objectives or perform as anticipated.

In addition, the size, timing, and success of any future acquisitions may cause substantial fluctuations in our operating results from quarter to quarter.

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Our annual and quarterly operating results may also fluctuate significantly as a result of a variety of other factors, including, among other things, the timing of the introduction of and advertising for our new products and those of our competitors and changes in our product mix.

Variations in weather conditions may also affect our quarterly operating results as certain of our products are primarily for outdoor use.

Variations in weather conditions may also affect our quarterly operating

results as certain of our products are primarily for outdoor use.

In addition, we may not be able to adjust our spending in a timely manner to compensate for any unexpected shortfall in our sales.

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We rely on a combination of patents, copyrights, trade secrets, trademarks, trade dress, customer records, monitoring, brand protection services, confidentiality agreements, and other contractual provisions to protect our intellectual property, but these measures may provide only limited protection.

Our failure to enforce and protect our intellectual property rights or obtain the right to use necessary intellectual property from third parties may lead to our loss of trademark and service mark rights, brand loyalty, and notoriety among our customers and prospective customers.

brand loyalty, and notoriety among our customers and prospective customers.

The scope of any intellectual property to which we have or may obtain rights may not prevent others from developing and selling competing products.

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Patents may not be issued for the patent applications that we have filed or may file in the future.

Our issued patents may be challenged, invalidated, or circumvented, and claims of our patents may not be of sufficient scope or

strength, or issued in the proper geographic regions, to provide meaningful protection or any commercial advantage.

Our issued patents may be challenged, invalidated, or circumvented, and claims of our patents may not be of sufficient scope or strength, or issued in the proper geographic regions, to provide meaningful protection or any commercial advantage.

We have registered certain of our trademarks and trade dress in the United States and other countries.

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We face risks associated with international activities, including those related to compliance with the Foreign Corrupt Practices Act and other applicable anti-corruption legislation.

Political and economic conditions abroad may result in a reduction of or inhibition of our growth in our sales in numerous foreign countries and our purchase of certain finished products and components from suppliers in certain countries in Asia and Europe, including China and, to a lesser extent, Taiwan, Vietnam, the Philippines, and Myanmar.

Our efforts to comply with the Foreign Corrupt Practices Act, or other applicable anti-corruption laws and regulations, may limit our international business activities, necessitate the implementation of certain processes and compliance programs, and subject us to enforcement actions or penalties for noncompliance.

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Tariff policies of the United States may result in retaliatory actions by affected countries, potentially resulting in trade wars and increased costs for goods imported into the United States.

Any tariffs that result in increased costs or unavailability of imported products or components that we obtain for resale from foreign suppliers or raw materials used in the production of our products could require us to increase the prices of the products we sell or result in lower gross margins on such products if we are unable to increase the price of such products to our customers.

Any tariffs that result in increased costs or unavailability of imported products or components that we obtain for resale from

foreign suppliers or raw materials used in the production of our products could require us to increase the prices of the products we sell or result in lower gross margins on such products if we are unable to increase the price of such products to our customers.

Furthermore, increased pricing on these products could lead to lower consumer demand.

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Continuing changes in the tariff landscape may limit our ability to create or execute our long-term plans or goals, particularly concerning the sourcing of the products we design and our pricing strategies.

Interruptions in the proper functioning of our information systems or other issues with our ERP systems could cause disruption to our operations.

In 2025, the U.S.

Administration imposed a series of tariffs on nearly all U.S.

trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”).

On February 20, 2026, the United States Supreme Court issued a ruling striking down tariffs previously imposed under IEEPA.

Immediately following the Supreme Court ruling, the U.S.

government initiated new tariffs under Section 122 of the Trade Act (“Section 122 tariffs”) which have been in effect since February 24, 2026.

In March 2026, the U.S.

Court of International Trade (“CIT”) issued an order directing U.S.

Customs and Border Protection (“CBP”) to process refunds of certain IEEPA tariffs.

In April 2026, the CBP released a new system to process IEEPA tariff refunds, allowing importers to submit refund claims and we are pursuing refund claims.

We have recognized an IEEPA tariff refund receivable under the loss recovery accounting model, which was recorded in other current assets;

recognized a benefit related to expected recoveries of previously paid IEEPA tariffs, which was recorded as a reduction of cost of goods sold;

and reduced the carrying value of inventory on hand for tariffs previously capitalized as cost of inventory.

The ultimate timing and amount of recoveries remain subject to review and processing by governmental authorities and could be affected by future legal, regulatory, or administrative developments.

We cannot predict whether or when any refunds will be available, and the U.S.

Administration has indicated it intends to contest refund claims.

In addition, there continues to be uncertainty regarding existing and proposed tariff regimes, including the potential imposition, modification, suspension, or invalidation of tariffs under various statutory authorities.

For example, in response to the tariffs announced by the U.S., China and other countries have imposed or proposed additional tariffs on certain exports from the United States.

There is uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations, and tariffs.

and other country trade policies may change in the future, which could affect our revenue and profitability.

Any of these factors could depress economic activity and restrict our access to suppliers or customers, and could have a material adverse effect on our business, financial condition, and results of operations.

Interruptions in the proper functioning of our information systems or other issues with our Enterprise

Resource Planning systems could cause disruption to our operations.

We rely extensively on our information systems to manage our business, data, communications, supply chain, ordering, pricing, billing, inventory replenishment, accounting functions, and other processes.

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Our current, and any future, disaster recovery measures cannot address all potential contingencies.

If our systems are damaged, fail to function properly, or otherwise become compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business, operating results, and financial condition.

If our systems are damaged, fail to function properly, or otherwise become compromised or unavailable, we may incur substantial costs to repair or replace them, and we may experience loss

of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business, operating results, and financial condition.

Our information technology systems require periodic modifications, upgrades, and replacements that subject us to costs and risks, including potential disruption to our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel or outside firms to implement and operate existing or new systems, and other risks and costs of delays or difficulties in transitioning to new or modified systems or of integrating new or modified systems into our current systems.

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We recognize that the integration of AI into our product development, software applications, customer service, and other business operations presents new or unknown intellectual property and cybersecurity risks and challenges.

The use of these tools may introduce risks, including, but not limited to, errors or hallucinated outputs;

cybersecurity vulnerabilities;

unauthorized disclosure of confidential information or personal data, intellectual property, or trade secrets;

infringement allegations;

and failures to comply with changing laws and regulations governing AI, privacy, consumer protection, and workplace practices.

Rapid technological progress in the industry regarding new and emerging AI technologies, such as agentic and generative AI, may require additional investment in the development, integration, security, and maintenance, as well as the development of appropriate policies and safeguards to maintain a responsible and ethical AI framework.

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lawsuits seeking damages;

regulatory actions;

and adverse effects on our compliance with applicable privacy and other laws and regulations.

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Our payment services may be susceptible to credit card and other payment fraud schemes, including unauthorized use of credit cards, debit cards, bank account information, identity theft, and merchant fraud.

If our security measures are breached as a result of third-party action, employee error, malfeasance, or otherwise, and as a result, someone obtains unauthorized access to data of our customers, consumers, vendors, or employees, our reputation may be damaged, our business may suffer, and we could incur significant liability.

reputation may be damaged, our business may suffer, and we could incur significant liability.

Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures.

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Such class action lawsuits could result in substantial monetary judgments, injunctions related to the sale of products, and potentially tarnish our reputation.

Although we maintain product liability insurance in amounts that we believe are reasonable, that insurance is, in limited cases, subject to large self-insured retentions for which we are responsible, and we may not be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance

As a result, product recalls or product liability claims could have a material adverse effect on our business, operating results, and financial condition.

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Defects in our products may result in a loss of sales, recall expenses, delay in market acceptance, damage to our reputation, and increased warranty costs, which could have a material adverse effect on our business, operating results, and financial condition.

Environmental laws and regulations may impact our business.

We are subject to numerous federal, state, and local laws that regulate or otherwise relate to the protection of the environment.

In our efforts to satisfy our environmental, health, and safety responsibilities and to comply with all applicable laws and regulations, we maintain policies relating to the environmental, health, and safety standards for our operations and conduct programs to monitor compliance with various environmental regulations.

However, in the normal course of our operations, we may become subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment.

We believe, based on the information available to us, that we are in substantial compliance with applicable environmental regulations.

We could have contamination on the properties we lease and our operations could cause contamination in the future.

As a result, we could incur costs to clean up contamination.

Furthermore, we could be subject to future environmental, health, and safety compliance requirements or of the cost of resolution of future regulatory proceedings and claims.

Additional or changing environmental health and safety regulation may become burdensome in the future, and any such development could have an adverse effect on us.

There are risks associated with the Trademark License Agreement.

We currently license the Smith & Wesson, M&P, and Performance Center trademarks from our former parent company.

We entered into a trademark license agreement with our former parent company on August 24, 2020, which was amended and restated on April 11, 2024 (as amended and restated, the “Trademark License Agreement”).

The Trademark License Agreement provides us with a limited, non-transferable, exclusive license to use certain our former parent company trademarks for the sale of accessories, tools, and cutlery, which license allows us to continue selling all our former parent company branded products that we are currently selling on an exclusive basis.

The Trademark License Agreement requires us to pay royalties to our former parent company on a calendar quarterly basis.

We currently license the Smith & Wesson, M&P, and Performance Center trademarks.

We entered into a trademark license agreement on August 24, 2020, which was amended and restated on April 11, 2024 (as amended and restated, the “Trademark License Agreement”).

The Trademark License Agreement provides us with a limited, non-transferable, exclusive license to use certain trademarks for the sale of accessories, tools, and cutlery, which license allows us to sell Smith & Wesson, M&P, and Performance Center branded products on an exclusive basis.

The Trademark License Agreement requires us to pay royalties on a calendar quarterly basis.

The term of the Trademark License Agreement will be five years from May 1, 2024 (the “Initial Term”).

Following the term of the Trademark License Agreement, the parties may agree to one or more five-year renewal terms.

The Trademark License Agreement permits our former parent company to terminate the Trademark License Agreement and purchase the assets of the business line selling licensed products at any time commencing three years after the effective date.

If the Trademark License Agreement with our former parent company is not renewed after the Initial Term as a result of our failure to meet the performance metric, we may not be able to use certain of our former parent company trademarks in connection with our business, including on our products or promotional materials.

The Trademark License Agreement permits the licensor to terminate the Trademark License Agreement and purchase the assets of the business line selling licensed products at any time commencing three years after the effective date.

Further, under the agreement, we lack control over the direction, strategy, marketing, and reputation of the licensed trademarks, which could impact our ability to realize the anticipated benefits from the Trademark License Agreement.

We may have increased costs as a result of being a public company.

The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.

Laws and regulations applicable to public companies could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees, or as our executive officers.

Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, and other regulatory action and potentially civil litigation.

In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timely and accurate basis could be impaired.

If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC and Nasdaq.

Any such action could harm our reputation and the confidence of investors and customers in us and could materially adversely affect our business and cause our share price to fall.

Risks Related to Our Common Stock

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• future significant sales of our common stock by our stockholders or the perception in the market of such sales;

• government policies and recommendations, including tariffs;

• changes in government policies and recommendations, including tariffs;

• future issuances of our common stock by us;

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For example, our Board of Directors could create and issue one or more series of preferred stock having the right to elect one or more of our directors (in all events or on the happening of specified events) and/or the right to veto specified transactions.

Similarly, the repurchase or redemption rights or dividend, distribution, or liquidation rights of a series of preferred stock created and issued by our Board of Directors could affect the residual value of the common stock.

Similarly, the repurchase or redemption rights or dividend,

distribution, or liquidation rights of a series of preferred stock created and issued by our Board of Directors could affect the residual value of the common stock.

Our common stock is and will be subordinate to all of our future indebtedness and any series of preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.

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Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors.

Risks Related to Us as a Public Company

We are an “emerging growth company” under the JOBS Act, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we currently intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our registration statements, periodic reports, and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest to occur of the following:

(i) the last day of the fiscal year following the fifth anniversary of the Separation;

(ii) the last day of the fiscal year with at least $1.07 billion in annual revenue;

(iii) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which means that we have been public for at least 12 months, have filed at least one annual report, and the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our then-most recently completed second fiscal quarter;

or (iv) the date on which we have issued more than $1 billion of non-convertible debt during the prior three-year period.

We will cease to be an emerging growth company on April 30, 2026, or our next fiscal year, which is the fiscal year following the fifth anniversary of the Separation.

We cannot predict if investors will find our common stock less attractive if we choose to rely on exemptions from certain disclosure requirements.

If some investors find our common stock less attractive as a result of any choices to

reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We will have increased costs as a result of being a public company.

The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costlier.

These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees, or as our executive officers.

If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC and Nasdaq.

Any such action could harm our reputation and the confidence of investors and customers in us and could materially adversely affect our business and cause our share price to fall.

After we are no longer an “emerging growth company” in our next fiscal year, we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed large accelerated filers, including complying with the auditor attestation requirements of Section 404 of Sarbanes-Oxley.

If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or prevent or detect fraud, which would have a material adverse effect on our business or the market price of our securities.

In accordance with Section 404 of Sarbanes-Oxley, our management is required to conduct an annual assessment of the effectiveness of our internal control over financial reporting and include a report on these internal controls in the annual reports we will file with the SEC on Form 10-K.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls while we remain an emerging growth company.

When applicable, this process will require significant documentation of policies, procedures, and systems;

review of that documentation by our internal auditing and accounting staff and our outside independent registered public accounting firm;

and testing of our internal controls over financial reporting by our internal auditing and accounting staff and our outside independent registered public accounting firm.

This process will involve considerable time and attention, may strain our internal resources, and will increase our operating costs.

We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter.

If management or our independent registered public accounting firm determines that our internal control over financial reporting is not effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be negatively affected, and we could become subject to investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

In addition, if our controls are not effective, our ability to accurately and timely report our financial position could be impaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of our financial statements, a decline in our stock price, suspension or delisting of our common stock from Nasdaq, and a material adverse effect on our business, operating results, and financial condition.

In our next fiscal year ending April 30, 2026, our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal controls.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors