What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-14 · 282 added, 108 removed, 599 unchanged (39% of the section changed)

54 unchanged sentences

For the Three Months Ended

For the Six Months Ended

$ 7,073 $ 5,024 $ 10,467 $ 9,168

Services and other

5,957 8,091 12,297 16,232

13,030 13,115 22,764 25,400

Cost of sales

5,298 3,510 7,602 6,703

Services and other

2,715 2,817 5,692 6,145

Total cost of sales

8,013 6,327 13,294 12,848

5,017 6,788 9,470 12,552

Operating expenses:

Sales and marketing expenses

1,156 1,665 2,403 3,130

General and administrative expenses

5,192 4,531 9,120 8,906

Total operating expenses

Operating loss

6,348 6,196 11,523 12,036

Operating (loss) income

( 1,331 ) 592 ( 2,053 ) 516

Other expenses (income):

Interest expense, including amortization of debt discount

Gain on change in fair value of contingent consideration

513 513 834 1,176

Gain on settlement of contingent consideration

Other expense (income)

- - ( 4,775 ) -

Gain on change in fair value of contingent consideration

- ( 408 ) - ( 1,012 )

Loss on debt extinguishment

- 1,059 - 1,059

Other (income) expense

( 1 ) 18 264 ( 17 )

Total other expenses (income)

Net income (loss) before income taxes

Provision for income taxes

Net income (loss)

Basic earning (loss) per common share

Diluted earning (loss) per common share

512 1,182 ( 3,677 ) 1,206

Net (loss) income before income taxes

( 1,843 ) ( 590 ) 1,624 ( 690 )

Benefit (provision) for income taxes

26 ( 25 ) ( 73 ) ( 34 )

Net (loss) income

$ ( 1,817 ) $ ( 615 ) $ 1,551 $ ( 724 )

Basic (loss) earning per common share

$ ( 0.17 ) $ ( 0.06 ) $ 0.15 $ ( 0.07 )

Diluted (loss) earning per common share

$ ( 0.17 ) $ ( 0.06 ) $ 0.15 $ ( 0.07 )

Weighted average shares outstanding - basic

10,496 10,447 10,471 10,434

Weighted average shares outstanding - diluted

10,496 10,447 10,568 10,434

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities

$ 1,551 $ ( 724 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Depreciation and amortization

2 unchanged sentences

Amortization of deferred financing costs

Bad debt expense

Provision for inventory reserves

Deferred income taxes

Gain on settlement of contingent consideration

Loss on extinguishment of debt

Gain on change in fair value of contingent consideration

Deferred income taxes

Changes to operating assets and liabilities:

2 unchanged sentences

Accounts payable

( 207 ) ( 2,630 )

Accrued expenses and other current liabilities

1 unchanged sentence

Customer deposits

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Investing activities

Purchases of property and equipment

( 109 ) ( 8 )

Capitalization of labor for software development

( 1,155 ) ( 1,487 )

Net cash used in investing activities

( 1,264 ) ( 1,495 )

Financing activities

Proceeds from borrowings under revolving credit facility

18,334 13,860

Repayment of borrowings under revolving credit facility

( 15,285 ) ( 41 )

Settlement of contingent consideration

Repayment of term debt

Payment of deferred financing costs

Principal payments on finance leases

( 26 ) ( 21 )

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

( 468 ) 1,176

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

$ 569 $ 4,086

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except shares)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Balance as of March 31, 2025

10,446,659 $ 104 $ 83,252 $ ( 53,486 ) $ 29,870

Stock-based compensation

- - 1,249 - 1,249

Shares issued to directors as compensation

72,273 1 140 - 141

- - - ( 1,817 ) ( 1,817 )

Balance as of June 30, 2025

10,518,932 $ 105 $ 84,641 $ ( 55,303 ) $ 29,443

Six Months Ended June 30, 2025

Balance as of December 31, 2024

10,446,659 $ 104 $ 82,210 $ ( 56,854 ) $ 25,460

Stock-based compensation

- - 1,251 - 1,251

Shares issued to directors as compensation

72,273 1 140 - 141

Issuance of warrants

- - 1,040 - 1,040

- - - 1,551 1,551

Balance as of June 30, 2025

10,518,932 $ 105 $ 84,641 $ ( 55,303 ) $ 29,443

Three Months Ended June 30, 2024

Balance as of March 31, 2024

Three Months Ended March 31, 2024

10,446,659 $ 104 $ 82,200 $ ( 53,455 ) $ 28,849

Stock-based compensation

- - - ( 615 ) ( 615 )

Balance as of June 30, 2024

10,446,659 $ 104 $ 82,203 $ ( 54,070 ) $ 28,237

Six Months Ended June 30, 2024

Balance as of December 31, 2023

10,409,027 $ 104 $ 82,073 $ ( 53,346 ) $ 28,831

Stock-based compensation

Shares issued to employees pursuant to the Retention Bonus Plan

Balance as of March 31, 2024

37,632 - 124 - 124

- - - ( 724 ) ( 724 )

Balance as of June 30, 2024

10,446,659 $ 104 $ 82,203 $ ( 54,070 ) $ 28,237

See accompanying notes to condensed consolidated financial statements.

21 unchanged sentences

2014 - 15, Disclosure of Uncertainties about an Entity ’ s Ability to Continue as a Going Concern (Subtopic 205 - 40 ) ( “ ASU 205 - 40 ” ) , the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued.

As of March 31, 2025, the Company has an accumulated deficit of $ 53,486 and positive working capital of $ 3,133 .

For the three months ended March 31, 2025, the Company generated an operating loss of $ 722 and negative net cash flows from operations of $ 2,449 .

During the three months ended March 31, 2025, the Company settled its contingent consideration liability.

The Company remains dependent on improving cash flows from operations, securing additional sources of liquidity, or both, to fund ongoing operations to meet its financial obligations, including its debt obligations under its current Credit Agreement.

In response to these conditions, the Company continues to evaluate its available options for amending its debt facilities or accessing the capital markets via equity financing.

However, these plans have not been finalized, are subject to market conditions, and in some respects are not within the Company’s control.

Therefore, they cannot be deemed probable within one year after the date that the Condensed Consolidated Financial Statements are issued.

As a result of the matters discussed above, including our losses, current liquidity level and projected capital needs, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern over the next twelve months from the date the Condensed Consolidated Financial Statements are issued.

As of June 30, 2025, the Company has an accumulated deficit of $ 55,303 and positive working capital of $ 84 .

For the three months ended June 30, 2025, the Company generated an operating loss of $ 1,331 and positive net cash flows from operations of $ 773 .

On March 14, 2025, the Company successfully resolved its contingent consideration obligations related to the Reflect merger, reducing the short-term liability burden and eliminating a material uncertainty that had existed in prior periods.

The Company remains reliant on improved cash flow generation, revenue growth, or access to external financing to fund operations and meet upcoming debt service obligations, including required amortization under the Promissory Note beginning October 2025 and its debt service obligations under its current Credit Agreement .

I n response to these conditions, the Company continues to evaluate its available options for amending its debt facilities or accessing the capital markets via equity financing.

These plans are in development but are not yet finalized, are subject to external market conditions, and involve elements outside of the Company’s control.

Therefore, they cannot be deemed probable to occur within one year after the date of issuance of the Condensed Consolidated Financial Statements.

The Company has concluded that due to its projected liquidity needs and uncertainty surrounding the successful execution of its plans, substantial doubt about the Company’s ability to continue as a going concern exists over the twelve months subsequent to the date of issuance of the Condensed Consolidated Financial Statements .

The Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

11 unchanged sentences

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023 - 07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the new standard for the fiscal year ending December 31, 2024.

See Note 13 Segment Reporting for new required disclosures.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

1 unchanged sentence

The Company is currently evaluating the impact of adopting ASU 2023 - 09.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement — Reporting Comprehensive Income — Disaggregation of Income Statement Expenses (Subtopic 220 - 40 ) , which requires public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense captions.

In January 2025, the FASB issued ASU 2025 - 01 to clarify the effective date guidance in ASU 2024 - 03.

The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024 - 03.

Cash and cash equivalents

Cash and cash equivalents consist of cash on deposit in financial institutions, in both the United States and Canada.

The Company does not hold any investments that qualify as cash equivalents as of March 31, 2025.

As of March 31, 2025, the Company had approximately $ 908 in cash that was held in a Canadian financial institution.

The Company does not hold any investments that qualify as cash equivalents as of June 30, 2025.

As of June 30, 2025, the Company had approximately $ 482 in cash that was held in a Canadian financial institution.

The Company does not believe the balance presents a material concentration of credit risk, as the cash is held with a reputable financial institution.

24 unchanged sentences

The allowance for credit losses is included in accounts receivable, net in the accompanying Condensed Consolidated Balance Sheets.

The Company had the following activity for its allowance for credit losses for the three months ended March 31, 2025 and 2024:

The Company had the following activity for its allowance for credit losses for the six months ended June 30, 2025 and 2024:

Balance as of beginning of period

Amounts accrued

Write-offs charged against the allowance

18 unchanged sentences

Diluted weighted average shares outstanding includes outstanding common shares and potential dilutive common shares outstanding in accordance with the treasury stock method.

Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling 6,913,928 and 6,222,800 at March 31, 2025 and 2024 , respectively were excluded from the computation of earning (loss) per share as the strike price on the options and warrants were higher than the Company’s market price and therefore anti-dilutive.

Shares reserved for outstanding stock options and warrants totaling 7,290,816 and 6,219,800 at June 30, 2025 and 2024 , respectively, were excluded from the computation of earning (loss) per share for the six months ended June 30, 2025 and 2024, as the exercise prices on those options and warrants were higher than the Company’s average market price during the period and therefore anti-dilutive.

Shares reserved for outstanding stock options and warrants totaling 7,858,316 and 6,219,800 at June 30, 2025 and 2024 , respectively, were excluded from the computation of loss per share for the three months ended June 30, 2025 and 2024, as those options and warrants were anti-dilutive.

Deferred income taxes are recognized in the financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates.

2 unchanged sentences

The Company accounts for uncertain tax positions utilizing an established recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

We had no uncertain tax positions as of March 31, 2025 and December 31, 2024.

We had no uncertain tax positions as of June 30, 2025 and December 31, 2024.

Goodwill and Intangible Assets

We follow the provisions of ASC 350, Goodwill and Other Intangible Assets .

Pursuant to ASC 350, goodwill acquired in a purchase business combination is not amortized, but instead tested for impairment at least annually.

Pursuant to ASC 350, goodwill acquired in a business combination is not amortized, but instead tested for impairment at least annually.

The Company uses an annual measurement date of September 30 to assess impairment of goodwill and indefinite-lived intangible assets, or as indicators are identified.

3 unchanged sentences

Our significant estimates include:

contingent purchase consideration valuation, allowance for credit losses, valuation allowances related to deferred taxes, and assumptions and estimates used to evaluate the recoverability of goodwill and other intangible assets and the related amortization methods and periods.

allowance for credit losses, valuation allowances related to deferred taxes, and assumptions and estimates used to evaluate the recoverability of goodwill and other intangible assets and the related amortization methods and periods.

Actual results could differ from those estimates.

13 unchanged sentences

The Company applies ASC 606 for revenue recognition.

The following table disaggregates the Company’s revenue by major source for the three months ended March 31, 2025 and 2024 :

The following table disaggregates the Company’s revenue by major source for the three and six months ended June 30, 2025 and 2024 :

(in thousands)

1 unchanged sentence

Managed Services

4,484 4,847 8,731 9,621

Installation Services

1,239 2,038 2,834 4,198

Other Services

234 1,206 732 2,413

Total Services

5,957 8,091 12,297 16,232

Total Hardware and Services

55 unchanged sentences

As a result of the Settlement Agreement, the Company derecognized the previously recorded contingent consideration liability related to the Merger of $ 12,815 and recorded the fair value of the settlement consideration of $ 8,040 , which included $ 3,000 in cash, the $ 4,000 Promissory Note, and Settlement Warrants with a fair value of $ 1,040 .

The Company recognized a gain on settlement of $ 4,775 during the three months ended March 31, 2025 in the Condensed Consolidated Statement of Operations.

The Company recognized a gain on settlement of $ 4,775 during the six months ended June 30, 2025 in the Condensed Consolidated Statement of Operations.

In conjunction with entering into the Settlement Agreement and related documents, the Company entered into a Consent Agreement dated March 14, 2025 with First Merchants Bank, among others (the “Consent Agreement”), pursuant to which (among other things) First Merchants Bank, the senior secured lender under the Company’s credit facility, agreed to waive certain negative covenants under the Company’s credit facility that may have otherwise been implicated by the transactions contemplated by the Settlement Agreement.

1 unchanged sentence

SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION

Three Months Ended

Six Months Ended

Supplemental non-cash investing and financing activities

2 unchanged sentences

Right-of-use assets obtained in exchange for new finance lease liabilities

Right-of-use assets obtained in exchange for new operating lease liabilities

Tenant allowance receivable recognized under lease incentive

Capitalized deferred financing costs in accounts payable

Issuance of term note as partial settlement of contingent consideration

6 unchanged sentences

Intangible Assets

Intangible assets consisted of the following at March 31, 2025 and December 31, 2024:

Intangible assets consisted of the following at June 30, 2025 and December 31, 2024:

Technology platform

$ 7,140 $ 3,464 $ 7,140 $ 3,041

Purchased and developed software

14,932 6,141 13,780 5,006

Customer relationships

13,910 4,997 13,910 4,350

Trademarks and trade names

1,260 948 1,260 852

37,242 15,550 36,090 13,249

Accumulated amortization

15,550 13,249

Net book value of amortizable intangible assets

For the three months ended March 31, 2025 and 2024 , amortization of intangible assets charged to operations was $ 1,136 and $ 790 , respectively.

$ 21,692 $ 22,841

For the three months ended June 30, 2025 and 2024 , amortization of intangible assets charged to operations was $ 1,165 and $ 878 , respectively.

For the six months ended June 30, 2025 and 2024 , amortization of intangible assets charged to operations was $ 2,301 and $ 1,668 , respectively.

Goodwill represents the excess of the purchase price paid by the Company over the fair value of net assets acquired by the Company.

3 unchanged sentences

The Company assesses the carrying value of goodwill at the reporting unit level based on an estimate of the fair value of its reporting unit.

The Company performed its annual impairment of goodwill qualitatively in 2024 to determine whether it is more likely than not that the fair value of our reporting unit is below its carrying amount.

Using the qualitative approach, the Company reviews macroeconomic conditions, industry and market conditions and entity specific factors, including strategies and financial performance for potential indicators of impairment.

Based on the Company’s assessment, we determined that the fair value of our reporting unit exceeded its carrying value, and accordingly, the goodwill associated with the reporting unit was not considered to be impaired at September 30, 2024.

During the three months ended March 31, 2025, the Company identified a triggering event during the quarter due to a sustained decline in the Company’s stock price and resulting market capitalization falling below the carrying value of its reporting unit.

5 unchanged sentences

Based on this analysis, the Company concluded that the fair value of the reporting unit exceeded its carrying amount, and therefore, no goodwill impairment charge was recorded in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2025.

While no impairment was identified, the excess of the fair value over the carrying amount of the subject assets was not significant.

Accordingly, changes in key assumptions, such as reductions in the Company’s projected 2025 operating results or further declines in its market capitalization, could result in a material impairment charge in a future period.

The Company will continue to monitor actual performance relative to expectations and evaluate for potential impairment indicators in future periods.

The valuation of goodwill involves significant judgment and estimation uncertainty, and future events could result in an impairment charge.

A determination that there exists no impairment of goodwill in the current quarter does not mean and should not be interpreted as though there will not exist any impairment of goodwill in future quarters.

No indicators of impairment were identified during the three months ended June 30, 2025.

The Company recognizes that any changes in our projected 2025 results could potentially have a material impact on our assessment of goodwill impairment.

The Company will continue to monitor the actual performance of its operations against expectations and assess indicators of possible impairment.

The valuation of goodwill and intangible assets is subject to a high degree of judgment, uncertainty and complexity.

Should any indicators of impairment occur in subsequent periods, the Company will be required to perform an analysis in order to determine whether goodwill is impaired.

Debt for the Company consists of the following:

4 unchanged sentences

Revolving Credit Facility

$ 16,093 $ 13,044 See below

Promissory Note

Total debt, gross

20,093 13,044

Deferred financing costs

Total debt, net

19,901 12,801

Current portion

Total long-term debt, net

$ 19,310 $ 12,801

Revolving Credit Facility

7 unchanged sentences

Pursuant to the amendment, the Company is required to maintain a Senior Funded Debt to EBITDA ratio of less than 4 to 1 through June 30, 2025, and less than 3.75 to 1 beginning with the quarter ending September 30, 2025 and thereafter.

Effective June 30, 2025, the Company entered into a second amendment to the Credit Agreement, amending the borrowing base used to determine the availability of the Company’s revolving line of credit under the Credit Agreement.

The borrowing base is equal to a percentage, or “Borrowing Base Margin,” of the sum of (a) the net orderly liquidation value of certain contracts of the Company eligible for inclusion, less (b) reserves required by the Bank, in each case as determined in accordance with the Credit Agreement.

The amendment provides that the Borrowing Base Margin means (i) 95 % from June 30, 2025 through September 29, 2025, ( ii) 90 % from September 30, 2025 through October 30, 2025, and (iii) 85 % on and after October 31, 2025.

The revolving credit facility accrues interest at a floating rate equal to the 1 -month SOFR, plus 0.11 %, plus a floating margin ranging from 2.00 % to 3.50 % that adjusts quarterly, depending upon the Company’s Senior Funded Debt to EBITDA Ratio.

5 unchanged sentences

≥ 3.00 to 1.00

The effective interest rate at March 31, 2025 was 7.43 %.

The effective interest rate at June 30, 2025 was 7.94 %.

The Company pays accrued interest monthly on the first day of each successive calendar month.

1 unchanged sentence

Deferred financing costs are being amortized as interest expense over the respective debt instrument period, 36 months.

The Company had $ 19,238 in outstanding borrowings under the revolving credit facility as of March 31, 2025.

The Company had $ 16,093 in outstanding borrowings under the revolving credit facility as of June 30, 2025.

Total availability under the revolving facility was $ 6,007 .

As of March 31, 2025, the Company was in compliance with all applicable debt covenants.

As of June 30, 2025, the Company was in compliance with all applicable debt covenants.

Promissory Note

11 unchanged sentences

The Promissory Note includes a default interest provision that increases the stated interest rate to 17 % in the event of nonpayment or other specified defaults.

The effective interest rate at June 30, 2025 was 14 %.

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

Based on the history of losses of the Company, there continues to be a full valuation allowance against the net deferred tax assets of the Company with a definite life.

For the three months ended March 31, 2025 and 2024, we reported tax expense of $ 99 and $ 9 , respectively.

At March 31, 2025 , the net deferred tax liabilities were $ 172 after valuation allowance, compared to net tax liabilities of $ 133 at December 31, 2024.

The Company had outstanding warrants accounted for as equity instruments in the Company’s Condensed Consolidated Financial Statements totaling 5,364,802 and 4,587,002 at March 31, 2025 and December 31, 2024, respectively.

The weighted average exercise price of the outstanding warrants was $ 4.66 and $ 4.90 at March 31, 2025 and December 31, 2024, respectively.

The weighted average remaining contractual life of the outstanding warrants was 3.31 and 3.11 years at March 31, 2025 and December 31, 2024, respectively.

On March 14, 2025, the Company issued to the former Reflect stockholders the Settlement Warrants to purchase their pro rata share of an aggregate of 777,800 shares of the Company’s common stock at an exercise price equal to $ 3.25 per share, subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications.

For the three months ended June 30, 2025 we reported a tax benefit of $ 26 .

We reported tax expense of $ 25 for the three months ended June 30, 2024.

For the six months ended June 30, 2025 and 2024, we reported tax expense of $ 73 and $ 34 , respectively.

At June 30, 2025 , the net deferred tax liabilities were $ 142 after valuation allowance, compared to net tax liabilities of $ 133 at December 31, 2024.

The Company had outstanding warrants accounted for as equity instruments in the Company’s Condensed Consolidated Financial Statements totaling 5,364,802 and 4,587,002 at June 30, 2025 and December 31, 2024, respectively.

The weighted average exercise price of the outstanding warrants was $ 4.66 and $ 4.90 at June 30, 2025 and December 31, 2024, respectively.

The weighted average remaining contractual life of the outstanding warrants was 3.06 and 3.11 years at June 30, 2025 and December 31, 2024, respectively.

On March 14, 2025, as part of the contingent consideration settlement described in Note 5 , the Company issued to the former Reflect stockholders, in their capacities as selling stockholders and not as outside investors, the Settlement Warrants to purchase their pro rata share of an aggregate of 777,800 shares of the Company’s common stock at an exercise price equal to $ 3.25 per share, subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications.

The Settlement Warrants are exercisable immediately and expire six years from the date of issuance.

15 unchanged sentences

68,008 0.99 20.72 68,008 20.72

1,520,180 7.88 $ 4.88 574,680

Performance Vesting Options

240,000 4.92 $ 7.59 240,000 $ 7.59

Market Vesting Options

733,334 6.96 $ 3.00 733,334 $ 3.00

Performance Vesting

3 unchanged sentences

Balance, December 31, 2024

733,334 3.00 591,897 $ 9.57 240,000 $ 7.59

- - 945,500 2.39 - -

Forfeited or expired

Balance, March 31, 2025

The weighted average remaining contractual life for options exercisable is 4.98 years as of March 31, 2025 .

Stock-based compensation expense recognized for the issuance of stock options for the three months ended March 31, 2025 and 2024, of $ 2 and $ 3 , respectively, was included in general and administrative expense in the Condensed Consolidated Financial Statements.

At March 31, 2025 , there was no unrecognized compensation expense related to unvested share-based awards for employees.

- - ( 17,217 ) 29.56 - -

Balance, June 30, 2025

733,334 3.00 1,520,180 $ 4.88 240,000 $ 7.59

The weighted average remaining contractual life for options exercisable is 5.79 years as of June 30, 2025 .

Employee Awards

On April 1, 2025, the Company granted stock options to purchase an aggregate of 567,500 shares of common stock to employees pursuant to the Company’s 2023 Stock Incentive Plan (the “Plan”), which was previously approved by shareholders.

1 unchanged sentence

The options vest in equal annual installments over a three -year period, subject to continued service through each vesting date, and expire ten years from the date of grant.

The Company will determine the grant-date fair value using the Black-Scholes option pricing model with assumptions including expected volatility, term, risk-free interest rate, and dividend yield.

The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 96 %, expected term of 6.5 years, risk-free interest rate of 4.00 %, dividend yield of 0 %, and the Company’s stock price of $ 1.95 as of the valuation date.

The awards will be recognized as stock-based compensation expense over the requisite service period in accordance with ASC 718 Compensation - Stock Compensation , based on the grant-date fair value of the options.

On June 2, 2025, the Company granted stock options to purchase an aggregate of 378,000 shares of common stock to employees under the Plan.

The options have an exercise price of $ 3.05 per share, equal to the closing market price of the Company’s common stock on the grant date.

The options vest in equal annual installments over a three -year period, subject to continued service through each vesting date, and expire ten years from the date of grant.

The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 94 %, expected term of 6.5 years, risk-free interest rate of 4.17 %, dividend yield of 0 %, and the Company’s stock price of $ 3.05 as of the valuation date.

On June 2, 2025, the Company accelerated the vesting of options to purchase 733,334 shares of common stock.

Prior to such acceleration, the vesting of these options depended on the Company’s share price meeting various price targets.

One such share price target was an amount equal to the “Guaranteed Price,” as such term is defined in the Merger Agreement by and among the Company, Reflect, CRI Acquisition Corporation, a Delaware corporation, and RSI Exit Corporation, a Texas corporation and representative of the former stockholders of Reflect (“RSI”).

On March 14, 2025, the Company and RSI settled and resolved a dispute related to the Guaranteed Consideration.

On June 2, 2025, in consideration of the efforts in resolving and settling such dispute, the Compensation Committee of the Company fully vested the 733,334 options.

As a result of the amendment and corresponding vesting, the Company recognized stock compensation expense of $ 1,149 during the three months ended June 30, 2025.

On July 3, 2025, the Company granted 575,000 restricted stock options under the Plan.

The restricted stock options vest in three equal installments over a period of three years, subject to continued service through the applicable vesting dates.

The grant date fair value of the restricted stock units was estimated at $ 3.30 per share based on the closing price of the Company's common stock on the grant date.

The Company expects to recognize stock-based compensation expense of approximately $ 1,898 over the requisite service periods.

Stock-based compensation expense recognized for the issuance of stock options for the three months ended June 30, 2025 and 2024, of $ 1,249 and $ 3 , respectively, was included in general and administrative expense in the Condensed Consolidated Financial Statements.

Stock-based compensation expense recognized for the issuance of stock options for the six months ended June 30, 2025 and 2024, of $ 1,251 and $ 6 , respectively, was included in general and administrative expense in the Condensed Consolidated Financial Statements.

At June 30, 2025 , there was $ 1,713 in unrecognized compensation expense related to unvested share-based awards for employees, which is expected to be recognized over a weighted-average period of approximately 2.84 years.

SEGMENT REPORTING

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the new standard for the fiscal year ending December 31, 2024.

Segment Information

11 unchanged sentences

Significant Customers

We had two customers that accounted for 13 % and 11 % of accounts receivable at March 31, 2025 and one customer that accounted for 16 % of accounts receivable at December 31, 2024.

We had three customers that accounted for 20 %, 11 % and 10 % of revenue for the three months ended March 31, 2025 , compared to four customers that accounted for 13 %, 12 %, 11 %, and 10 % of revenue for the three months ended March 31, 2024 .

We had two customers that accounted for 29 % and 11 % of accounts receivable at June 30, 2025 and one customer that accounted for 16 % of accounts receivable at December 31, 2024.

We had one customer that accounted for 20 % of revenue for the three months ended June 30, 2025 , compared to four customers that accounted for 13 %, 13 %, 11 %, and 10 % of revenue for the three months ended June 30, 2024 .

We had two customers that accounted for 13 %, and 12 % of revenue for the six months ended June 30, 2025 , compared to three customers that accounted for 13 %, 12 %, and 10 % of revenue for the six months ended June 30, 2024 .

Significant Vendors

We had two vendors that accounted for 14 % and 13 % of outstanding accounts payable at March 31, 2025 , and two vendors that accounted for 27 % and 10 % of outstanding accounts payable at December 31, 2024.

We had two vendors that accounted for 29 % and 13 % of outstanding accounts payable at June 30, 2025 , and two vendors that accounted for 27 % and 10 % of outstanding accounts payable at December 31, 2024.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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These forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those anticipated, and many of which are beyond our control.

Factors that could cause actual results to differ materially from those anticipated are set forth under the caption “Risk Factors” in this Quarterly Report on Form 10-Q, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 14, 2025.

Factors that could cause actual results to differ materially from those anticipated are set forth under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on May 14, 2025 and March 14, 2025, respectively.

Our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking statements.

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All dollar amounts reported in Results of Operations are in thousands, except share and per-share information.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

The tables presented below compare our results of operations and present the results for each period and the change in those results from one period to another in both dollars and percentage change.

For the three months

ended March 31,

ended June 30,

Cost of sales

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Total operating expenses

Operating loss

Operating (loss) income

Other expenses (income):

Interest expense, including amortization of debt discount

Gain on change in fair value of contingent consideration

Loss on debt extinguishment

Other (income) expense

Total other expenses (income)

Net loss before income taxes

Benefit (provision) for income taxes

Sales decreased $85, or 1%, for the three months ending June 30, 2025 as compared to the same period in 2024.

Hardware revenues were $7,073, an increase of $2,049, or 41%, for the three months ending June 30, 2025 as compared to the same period in 2024.

The increase in hardware revenues was primarily driven by purchases from customers in our QSR and sports and entertainment verticals, who procured hardware in advance of scheduled deployments anticipated in the second half of 2025.

Services and other revenues were $5,957, a decrease of $2,134 or 26%.

Installation services revenue decreased $799, or 39% for the three months ending June 30, 2025 as compared to the same period in 2024, due to fewer deployments in the period.

Managed services revenue, which includes the Company’s SaaS subscription services, were $4,484, a decrease of $363, or 7%, as compared to the same period in 2024, as a result of reductions in the quantity of licenses subject to software subscriptions on our platforms driven by a single customer which insourced a portion of their hosted environment.

Other services revenue decreased $972, or 81% for the three months ending June 30, 2025 as compared to the same period in 2024, as a result of the Company exiting media sales effective October 1, 2024.

Gross profit margin was 39% and 52% for the three months ending June 30, 2025 and 2024, respectively.

Hardware gross margin decreased 5%, as a result of scheduled deployments utilizing hardware with less favorable margins.

Services and other gross margin decreased 11% as a result of a reduction in our SaaS subscription services and our exit from media sales effective October 1, 2024.

Sales and Marketing Expenses

Sales and marketing expenses generally include the salaries, taxes, and benefits of our sales and marketing personnel, as well as trade show activities, travel, and other related sales and marketing costs.

Sales and marketing expenses decreased by $509, or 31%, for the three-month period ended June 30, 2025 as compared to the same period in 2024, driven primarily by decreases of (1) $452 in fixed and variable salaries, taxes and benefits of our sales and marketing personnel, and (2) $39 in trade show and marketing activities.

General and Administrative Expenses

General and administrative expenses increased by $661 or 15%, for the three months ending June 30, 2025 as compared to the same period in 2024.

The increase was primarily driven by a $1,339 rise in stock-based compensation expense for employees and directors.

Excluding stock-based compensation, general and administrative expenses decreased by $678, reflecting the impact of various cost containment efforts.

These included a $485 reduction in fixed and variable salaries, benefits, and payroll taxes for general and administrative personnel, as well as broad-based savings achieved across multiple spending categories.

The Company implemented a number of low-cost restructuring measures and targeted vendor spend reductions, none of which were individually material, but which collectively contributed to a more efficient back-office cost structure.

These actions were further supported by the retirement of legacy software platforms and the transition to a unified ERP system, which has enabled modest improvements in workflow efficiency and systems integration.

Interest Expense

See Note 8 Debt to the Condensed Consolidated Financial Statements for a discussion of the Company’s debt and related interest expense obligations.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The tables presented below compare our results of operations and present the results for each period and the change in those results from one period to another in both dollars and percentage change.

For the Six Months

Ended June 30,

Cost of sales

Sales and marketing expenses

General and administrative expenses

Total operating expenses

Operating (loss) income

Other expenses (income):

Interest expense, including amortization of debt discount

Gain on settlement of contingent consideration

Gain on change in fair value of contingent consideration

Loss on debt extinguishment

Other expense (income)

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Net income (loss) before income taxes

Provision for income taxes

Provision from income taxes

Net income (loss)

Sales decreased $2,551, or 21%, for the three months ending March 31, 2025 as compared to the same period in 2024.

Hardware revenues were $3,394, a decrease of $750, or 18%, for the three months ending March 31, 2025 as compared to the same period in 2024.

Delays and deferrals in existing and prospective customer deployment planning leading up to and immediately following the US presidential election negatively impacted the timing of hardware sales and associated installation activities.

Sales decreased $2,636, or 10%, for the six months ending June 30, 2025 as compared to the same period in 2024.

Hardware revenues were $10,467, an increase of $1,299, or 14%, for the six months ending June 30, 2025 as compared to the same period in 2024.

Services and other revenues were $12,297, a decrease of $3,935 or 24%.

Installation services revenue decreased $565, or 26% for the three months ending March 31, 2025 as compared to the same period in 2024, due to aforementioned customer delays.

Installation services revenue decreased $1,364, or 32% for the six months ending June 30, 2025 as compared to the same period in 2024, due to fewer deployments in the period.

Managed services revenue, which includes the Company’s SaaS subscription services, were $8,731, a decrease of $890, or 9%, as compared to the same period in 2024, as a result of reductions in the quantity of licenses subject to software subscriptions on our platforms driven by a single customer which insourced a portion of their hosted environment.

Other services revenue decreased $709, or 59% for the three months ending March 31, 2025 as compared to the same period in 2024, as a result of the Company exiting media sales effective October 1, 2024.

Gross profit margin was 46% and 47% for the three months ending March 31, 2025 and 2024, respectively.

Hardware gross margin increased 9%, as a result of deployments utilizing hardware with more favorable margins due to the Company’s purchasing power, combined with increased pricing on certain hardware-only purchases by customers.

Other services revenue decreased $1,681, or 70% for the six months ending June 30, 2025 as compared to the same period in 2024, as a result of the Company exiting media sales effective October 1, 2024.

Gross profit margin was 42% and 49% for the six months ending June 30, 2025 and 2024, respectively.

Hardware gross margin remained consistent at 27%.

Services and other gross margin decreased 8% as a result of a reduction in our SaaS subscription services and our exit from media sales effective October 1, 2024.

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Sales and marketing expenses decreased by $218, or 15%, for the three-month period ended March 31, 2025 as compared to the same period in 2024, driven primarily by decreases of (1) $97 in fixed and variable salaries, taxes and benefits of our sales and marketing personnel, and (2) $90 in trade show and marketing activities.

Sales and marketing expenses decreased by $727, or 23%, for the six-month period ended June 30, 2025 as compared to the same period in 2024, driven primarily by decreases of (1) $583 in fixed and variable salaries, taxes and benefits of our sales and marketing personnel, and (2) $118 in trade show and marketing activities.

General and Administrative Expenses

General and administrative expenses decreased by $447 or 10%, for the three months ending March 31, 2025 as compared to the same period in 2024.

The decrease was primarily driven by (1) a $185 reduction in payroll-related expenses due to reduced average headcount in the current period, and (2) a $166 reduction in facilities expenses following relocation of the Company’s Dallas, Texas office, which became effective April 1, 2024.

General and administrative expenses increased by $214 or 2%, for the six months ending June 30, 2025 as compared to the same period in 2024.

The increase was primarily driven by a $1,338 rise in stock-based compensation expense for employees and directors.

Excluding stock-based compensation, general and administrative expenses decreased by $1,124, reflecting the impact of various cost containment efforts.

Interest Expense

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Other expenses (income)

The Company recognized $265 in other expenses for the three months ended March 31, 2025, consisting primarily of (1) $120 in legal expenses incurred in connection with the contingent consideration settlement and (2) $136 in severance-related expenses in connection with the termination of certain employees as part of a cost-reduction initiative.

The Company recognized $264 in other expenses for the six months ending June 30, 2025 , consisting primarily of (1) $120 in legal expenses incurred in connection with the contingent consideration settlement and (2) $136 in severance-related expenses in connection with the termination of certain employees as part of a cost-reduction initiative.

Summary Unaudited Quarterly Financial Information (Non-GAAP)

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Loss on debt extinguishment

Stock-based compensation - Director grants

Other (income) expense

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Liquidity and Capital Resources

As of March 31, 2025, we had an accumulated deficit of $53,486 and positive working capital of $3,133.

For the three months ended March 31, 2025, we generated an operating loss of $722 and negative net cash flows from operations of $2,449.

As of June 30, 2025, we had an accumulated deficit of $55,303 and positive working capital of $84.

For the three months ended June 30, 2025, the Company generated an operating loss of $1,331 and positive net cash flows from operations of $773.

We remain dependent on improving cash flows from operations, securing additional sources of liquidity, or both, to fund ongoing operations to meet our financial obligations, including our debt obligations under our current Credit Agreement.

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However, these plans have not been finalized, are subject to market conditions, and in some respects are outside of our control.

Therefore, they cannot be deemed probable as of March 31, 2025.

Therefore, they cannot be deemed probable as of June 30, 2025.

As a result of the matters discussed above, including our losses, current liquidity level and projected capital needs, we have concluded that management’s plans do not alleviate substantial doubt about our ability to continue as a going concern within one year after the issuance date of the Condensed Consolidated Financial Statements included in this Report.

To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will depend our ability to effectively raise capital through private or public placement of our equity securities.

To the extent revenues from operations are insufficient to meet our liquidity requirements, our ability to continue as a going concern will depend on our ability to effectively raise capital through private or public placement of our equity securities.

If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to execute on our business plan, and satisfy our obligations as they become due, will be materially and adversely affected.

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For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand.

Our ability to obtain additional financing is extremely limited under current market conditions, including the significant amount of capital required, the market price of our stock and potential dilution from the issuance of any additional securities.

Market conditions, including our current stock price and the dilutive impact of equity-linked financing, significantly limit our ability to raise capital.

Without alternative funding sources, we may need to further scale back operations or defer strategic initiatives.

If we are unable to identify other sources of funding, we may need to further adjust our operations.

As a result of all of the matters discussed above, including our losses, current liquidity level and our projected capital needs, substantial doubt exists about our ability to continue as a going concern over the next twelve months from the date of issuance of the accompanying Condensed Consolidated Financial Statements.

Considering the cumulative impact of our historical losses, constrained liquidity, and projected capital needs, substantial doubt exists about our ability to continue as a going concern over the next twelve months from the date of issuance of the accompanying Condensed Consolidated Financial Statements.

Summary of Cash Flows

Operating Activities

The net cash used in operating activities during the three months ended March 31, 2025 was $2,449, compared to net cash provided by operating activities of $1,938 for the same period in 2024.

During the three month period ending March 31, 2025, the Company generated net income of $3,368, which included a $4,775 gain on settlement of contingent liability, and depreciation and amortization expense of $1,187.

The Company used $2,314 in cash due to changes in operating assets and liabilities, primarily due to decreases in accounts payable and accrued expenses.

The net cash provided by operating activities during the six months ended June 30, 2025 was $773, compared to net cash provided by operating activities of $4,206 for the same period in 2024.

During the six month period ending June 30, 2025, the Company generated net income of $1,551, which included a $4,775 gain on settlement of contingent liability, and depreciation and amortization expense (including amortization of stock compensation expense) of $3,748.

The Company generated $118 in cash due to changes in operating assets and liabilities, primarily due to decreases in inventory partially offset by decreases in accrued expenses.

Investing Activities

Net cash used in investing activities during the three months ended March 31, 2025 was $621, compared to $830 during the same period in 2024.

We currently do not have any material commitments for capital expenditures as of March 31, 2025.

Net cash used in investing activities during the six months ended June 30, 2025 was $1,264, compared to $1,495 during the same period in 2024.

We currently do not have any material commitments for capital expenditures as of June 30, 2025.

Financing Activities

Net cash provided by financing activities during the three months ended March 31, 2025 was $3,182, compared to net cash used in financing activities of $1,119 for the same period in 2024.

Net cash provided by financing activities during the three month period ended March 31, 2025 is primarily the result of net proceeds of $6,194 from borrowings and payments under the Company’s revolving credit facility, partially offset by $3,000 in cash payments made to former Reflect stockholders pursuant to the Settlement Agreement.

Net cash provided by financing activities during the six months ended June 30, 2025 was $23, compared to net cash used in financing activities of $1,535 for the same period in 2024.

Net cash provided by financing activities during the six month period ended June 30, 2025 is primarily the result of net proceeds of $3,049 from borrowings and payments under the Company’s revolving credit facility, partially offset by $3,000 in cash payments made to former Reflect stockholders pursuant to the Settlement Agreement.

Revolving Credit Facility

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The Credit Agreement provides us with a $22,100 secured revolving credit facility, with an uncommitted accordion feature that provides for additional borrowing capacity of up to $5,000, subject to the Bank’s approval and other customary terms and conditions set forth in the Credit Agreement.

The Credit Agreement was amended effective March 31, 2025 to temporarily modify our Senior Funded Debt to EBITDA covenant, allowing a ratio of less than 4.0 to 1 through June 30, 2025 and less than 3.75 to 1 thereafter.

The Credit Agreement matures in May 2027 and requires us to pay the entire unpaid principal balance upon maturity.

The Credit Agreement also includes customary events of default, including the occurrence of a material adverse effect, which could accelerate repayment of outstanding amounts at the Bank’s discretion.

The revolving credit facility accrues interest at a floating rate equal to the 1-month SOFR, plus 0.11%, plus a floating margin ranging from 2.00% to 3.50% that adjusts quarterly, depending upon our Senior Funded Debt to EBITDA Ratio.

The effective interest rate at March 31, 2025 was 7.43%.

The effective interest rate at June 30, 2025 was 7.94%.

We pay accrued interest monthly on the first day of each successive calendar month.

We had $19,238 in outstanding borrowings under the revolving credit facility as of March 31, 2025.

We had $16,093 in outstanding borrowings under the revolving credit facility as of June 30, 2025.

Total availability under the revolving facility was $6,007.

Effective June 30, 2025, we entered into a second amendment to the Credit Agreement that modifies the borrowing base margin over time, decreasing from 95% to 90% on September 30, 2025 and to 85% on October 31, 2025.

These changes may reduce our future borrowing availability under the facility.

Promissory Note

The Promissory Note was issued on March 14, 2025 in the original principal amount of $4,000 as part of the Settlement Agreement to resolve the contingent consideration liability.

It is our unsecured obligation.

The Promissory Note bears interest at a fixed annual rate of 14.0%.

Upon the occurrence of and during an event of a default (as defined in the Promissory Note), or during any period of non-payment caused by restrictions under the Subordination Agreement, the interest rate increases to 17.0% per annum.

The Promissory Note was issued on March 14, 2025 in the original principal amount of $4,000, as a component of the settlement of our contingent consideration obligations related to the Reflect Merger.

The note was not issued to raise new capital, but rather to satisfy a portion of a previously accrued liability.

The Promissory Note is subordinated to the Company’s senior secured credit facility pursuant to a Subordination Agreement executed with First Merchants Bank and the Stockholders’ Representative and bears interest at a fixed annual rate of 14%.

The interest rate increases to 17% per annum during any event of default (as defined in the Promissory Note) or during any period in which payments are restricted under the related Subordination Agreement.

The effective interest rate at June 30, 2025 was 14%.

The Promissory Note requires monthly payments of interest only commencing April 14, 2025 and continuing through September 14, 2025.

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On the maturity date, we are required to make a final balloon payment of $2,277, representing the remaining principal and accrued but unpaid interest outstanding at maturity.

The make-whole payment is equal to the aggregate monthly payments of interest on the prepayment amount that would be due after the prepayment date and through the maturity date, using the percentage, if any, by which the applicable interest rate exceeds a prescribed “yield maintenance treasury rate.”

We had outstanding warrants accounted for as equity instruments in our Condensed Consolidated Financial Statements totaling 5,364,802 and 4,587,002 at March 31, 2025 and December 31, 2024, respectively.

The weighted average exercise price of the outstanding warrants was $4.66 and $4.90 at March 31, 2025 and December 31, 2024, respectively.

The weighted average remaining contractual life of the outstanding warrants was 3.31 and 3.11 years at March 31, 2025 and December 31, 2024, respectively.

On March 14, 2025, we issued to the former Reflect stockholders the Settlement Warrants to purchase their pro rata share of an aggregate of 777,800 shares of our common stock at an exercise price equal to $3.25 per share, subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications.

The Settlement Warrants are exercisable immediately and expire six years from the date of issuance.

They may be exercised for cash or, at the holder’s election, on a cashless (net settlement) basis.

The principal balance of the Promissory Note (together with accrued but unpaid interest on such amounts) may be prepaid in whole or in part at any time prior to maturity, subject to our payment of a make-whole amount, which approximates the foregone interest the holders would have earned through the maturity date, based on a comparison to a benchmark “yield maintenance treasury rate.” The make-whole payment is equal to the aggregate monthly payments of interest on the prepayment amount that would be due after the prepayment date and through the maturity date, using the percentage, if any, by which the applicable interest rate exceeds a prescribed “yield maintenance treasury rate.”

We had outstanding warrants accounted for as equity instruments in our Condensed Consolidated Financial Statements totaling 5,364,802 and 4,587,002 at June 30, 2025 and December 31, 2024, respectively.

The weighted average exercise price of the outstanding warrants was $4.66 and $4.90 at June 30, 2025 and December 31, 2024, respectively.

The weighted average remaining contractual life of the outstanding warrants was 3.06 and 3.11 years at June 30, 2025 and December 31, 2024, respectively.

On March 14, 2025, as part of the negotiated settlement of our contingent consideration obligations related to the Reflect merger, we issued to the former Reflect stockholders the Settlement Warrants to purchase their pro rata share of an aggregate of 777,800 shares of our common stock at an exercise price equal to $3.25 per share, subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications.

The Settlement Warrants are exercisable immediately, expire six years from the date of issuance, and may be exercised for cash or, at the holder’s election, on a cashless (net settlement) basis.

The fair value of the Settlement Warrants was estimated at $1.34 per share as of the issuance date, using the Black-Scholes option pricing model.

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Off-Balance Sheet Arrangements

During the three months ended March 31, 2025, we did not engage in any off-balance sheet arrangements set forth in Item 303(a)(4) of Regulation S-K.

During the three and six months ended June 30, 2025, we did not engage in any off-balance sheet arrangements set forth in Item 303(a)(4) of Regulation S-K.

Quantitative and Qualitative Disclosures about Market Risk

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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 1. Financial Statements