What changed in this filing

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Item 1A. Risk Factors

2026-08-14 compared with 2026-05-15 · 25 added, 16 removed, 27 unchanged (60% of the section changed)

1 unchanged sentence

We may not be able to maintain a listing of our Class A common stock on Nasdaq Capital Market, or Nasdaq

On April 20, 2026, we received an expected letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying us that our stockholders’ equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2025 (the “Form 10-K”), did not meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000.

In our Form 10-K, we reported stockholders’ equity of $1,255,000, which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).

Additionally, as of the date of this quarterly report, we did not meet the alternative Nasdaq continued listing standards under Nasdaq Listing Rules.

This notice of noncompliance has had no immediate impact on the continued listing or trading of our common stock on The Nasdaq Capital Market, which will continue to be listed and traded on Nasdaq, subject to our compliance with the other continued listing requirements.

Nasdaq has given us until June 4, 2026, to submit to Nasdaq a plan to regain compliance.

If our plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of Nasdaq’s letter to evidence compliance.

We are currently evaluating various courses of action to regain compliance, and plans to timely submit its plan to Nasdaq to regain compliance with the minimum stockholders’ equity requirement.

We are confident that we can regain compliance with Nasdaq’s minimum stockholders’ equity standard within the compliance period.

However, there can be no assurance that our plan will be accepted or that if it is, we will be able to regain compliance.

If our plan to regain compliance is not accepted, or if it is and we do not regain compliance within 180 days from the date of Nasdaq’s letter, or if we fail to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that our common stock will become subject to delisting.

In such an event, Nasdaq rules would permit us to appeal the decision to reject our proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel.

On July 1, 2026, we received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) that we are not in compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b).

As a result, our securities are subject to suspension and delisting unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”).

We timely submitted our hearing request, which stays any further suspension or delisting action on this basis at least pending the conclusion of the hearing and any extension the Panel may grant.

There can be no assurance, however, that the Panel will grant continued listing, that any extension period will be sufficient, or that we will be able to demonstrate compliance with the stockholders’ equity requirement within any extension period the Panel may grant.

A delisting of our Class A common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Class A common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Class A common stock.

In the event our stock is delisted from Nasdaq, whether by choice or otherwise, the delisting of our Class A common stock could significantly impair our ability to raise capital and stockholder value.

A new Nasdaq listing requirement based on market value could result in the immediate suspension and delisting of our common stock.

On July 22, 2026, the SEC approved a new Nasdaq listing rule that requires companies to maintain a Market Value of Listed Securities (“MVLS”) of at least $5 million.

If a company’s MVLS remains below $5 million for 30 consecutive business days, Nasdaq will immediately suspend and move to delist the stock, and a hearing request does not stay that suspension.

The Panel may grant up to 180 days if a company demonstrates it meets Nasdaq’s initial listing requirements.

Nasdaq has indicated the 30 day period began on July 23, 2026.

As of July 23, 2026, our MVLS was approximately $2.4 million, below the new $5 million threshold.

If our MVLS remains below $5 million through September 2, 2026, we would receive a Staff Delisting Determination and our

Class A common stock would become immediately subject to suspension and delisting from Nasdaq, without the cure period generally available for other continued listing deficiencies.

While we would retain the right to request review by a Nasdaq Hearings Panel, such a request would not stay the suspension of trading.

On July 30, 2026, the SEC stayed implementation of the rule pending further action by the Commission.

As of the date of this Quarterly Report, the stay remains in effect and the 30 consecutive business day measurement period described above is paused.

The Company will continue monitoring its market value, evaluating financing alternatives, and assessing strategic options.

We must address these deficiencies to remain listed on Nasdaq.

If our common stock is delisted, it could materially and adversely affect the liquidity and market price of our common stock and our ability to raise additional capital.

We have not complied with certain covenants, minimum liquidity and borrowing base requirements under the Credit Agreement and this could cause us to be unable to continue to operate as a going concern.

As of March 31, 2026 we owed $32.2 million to the lender under our Credit Agreement.

As of June 30, 2026 we owed $32.2 million to the lender under our Credit Agreement.

During 2024 and 2025, we did not comply with certain financial covenants, minimum liquidity requirements, and borrowing base requirements under the Credit Agreement.

2 unchanged sentences

Pursuant to the May 2026 Forbearance Agreement, the Lenders granted a limited waiver of the borrowing base and Minimum Consolidated Adjusted EBITDA defaults for the periods ended March 31, 2026 and April 30, 2026.

Pursuant to the August 2026 Forbearance Agreement, the mandatory quarterly amortization payments on the initial term loan remain suspended through September 30, 2026, with the first payment due on December 31, 2026.

In addition, the August 2026 Forbearance Agreement amended the Credit Agreement’s mandatory prepayment provisions to require that 50% (or 100% if an Event of Default exists) of net cash proceeds from subordinated indebtedness in addition to equity issuances be applied to prepay the Credit Agreement loan, with any retained proceeds restricted from being used to make payments on equity interests, redeemable preferred stock, or subordinated indebtedness.

In August 2026, the Company completed an equity raise, the proceeds of which were required to be applied to repay a portion of the outstanding Whitehawk Credit Agreement loan, resulting in a principal repayment of approximately $2.25 million and a prepayment penalty of $0.14 million.

These conditions, together with our historical operating losses and liquidity constraints, raise substantial doubt about our ability to continue as a going concern for a period of one year following the issuance of these financial statements.

Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows from operations, obtain additional waivers or other relief under the Credit Agreement for any future covenant or borrowing base

noncompliance, or refinance our indebtedness with the existing lender or a new lender.

If the lender were to refuse to grant future waivers or declare an event of default, the lender could accelerate the maturity of our obligations under the Credit Agreement.

3 unchanged sentences

If we are unable to successfully execute one or more of the foregoing plans, our business, financial condition, and results of operations could be materially adversely affected, and we may be required to significantly curtail or cease operations.

In view of these matters, continuation as a going concern is dependent upon our ability to continue to achieve positive cash flow from operations, obtain waivers or other relief under the Credit Agreement for any future non-compliance with the Senior Leverage Ratio, borrowing base requirements, or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender.

compliance with the Minimum Consolidated Adjusted EBITDA, borrowing base requirements, or any other covenants or requirements under the Credit Agreement, or refinance our Credit Agreement with a different lender.

Furthermore, in the event the Lender refuses to grant waivers to avoid a future default, the Lender might accelerate our obligations under the Credit Agreement.

11 unchanged sentences

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-Q

Item 1A. Risk Factors