1A Risk Factors
−Removed: as set forth below, there have been no material changes in our risk factors from those disclosed in the Form 10-K for the fiscal year
−Removed: ended December 31, 2025.
−Removed: The risk factor set forth below, together with those previously disclosed in our Form 10-K, constitute important
−Removed: cautionary statements and qualifications with respect to the forward-looking statements and other representations contained in this Quarterly
−Removed: Report on Form 10-Q.
−Removed: While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent
−Removed: practicable under the circumstances, some level of risk and uncertainty will always be present.
−Removed: “Risk Factors” in the Form
−Removed: 10-K for the fiscal year ended December 31, 2025 describes some of the risks and uncertainties associated with our business, which we
−Removed: strongly encourage you to review.
−Removed: These risks and uncertainties have the potential to materially affect our business, financial condition,
−Removed: results of operations, cash flows, projected results, and future prospects.
−Removed: default under the Company’s Loan Agreement could render the Company ineligible to use Registration Statement on Form S-3 for securities
−Removed: offerings, which would materially impair the Company’s ability to raise capital in the public markets and adversely affect its
−Removed: share repurchase program.
−Removed: Company currently relies on the availability of Form S-3 registration statements under the Securities Act of 1933 (the “Securities
−Removed: Act”), to conduct primary and secondary offerings of its securities and to facilitate its share repurchase program.
−Removed: to use Form S-3 is conditioned upon, among other things, the Company’s compliance with the timely filing requirements and other
−Removed: registrant eligibility conditions set forth in General Instruction I.B of Form S-3, including that the Company has not failed to pay
−Removed: any dividend or sinking fund installment on preferred stock, or defaulted on any installment on indebtedness for borrowed money, or on
−Removed: any material lease, since the end of the last fiscal year.
−Removed: the Company were to default on its obligations under the Loan Agreement including any failure to make required interest or principal
−Removed: payments, satisfy margin calls, or comply with other covenants such default could cause the Company to fail to satisfy the registrant
−Removed: eligibility requirements of Form S-3.
−Removed: In such event, the Company would be required to conduct any future public offerings of its securities
−Removed: on Form S-1, which is subject to more extensive disclosure requirements, longer SEC review periods, and greater time and expense to prepare.
−Removed: The loss of Form S-3 eligibility would significantly impair the Company’s flexibility to access the capital markets on a timely
−Removed: and cost-effective basis, which could adversely affect the Company’s ability to fund operations, pursue strategic opportunities,
−Removed: or respond to adverse business conditions.
−Removed: addition, the Company’s share repurchase program relies on the availability of Form S-3 to register shares for resale and to provide
−Removed: liquidity to stockholders.
−Removed: If the Company loses its Form S-3 eligibility, it may be unable to continue its share repurchase program on
−Removed: current terms, or at all, which could have an adverse effect on the market price of the Company’s common stock and the Company’s
−Removed: ability to return value to stockholders.
−Removed: Any of the foregoing could have a material adverse effect on the Company’s business, financial
−Removed: condition, results of operations, and the value of its securities.
+Added: have been no material changes in our risk factors from those disclosed in (i) our Annual Report on Form 10-K for the fiscal year ended
+Added: December 31, 2025 and (ii) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
+Added: The risk factors previously disclosed
+Added: in such reports constitute important cautionary statements and qualifications with respect to the forward-looking statements and other
+Added: representations contained in this Quarterly Report on Form 10-Q.
+Added: While we attempt to identify, manage, and mitigate risks and uncertainties
+Added: associated with our business to the extent practicable under the circumstances, some level of risk and uncertainty will always be present.
+Added: The risk factors described in our Form 10-K and our Form 10-Q for the quarter ended March 31, 2026 describe some of the risks and uncertainties
+Added: associated with our business, which we strongly encourage you to review.
+Added: These risks and uncertainties have the potential to materially
+Added: affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.
2 Unregistered Sales of Equity Securities and Use of Proceeds
2 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.