Item 2. Management’s Discussion and Analysis
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Our
Bond Inc. (“ Bond ,” “ we ,” “ us ,” “ our ”
or the “ Company ”) was formed under the laws of the State of Delaware on April 11, 2017. We provide preventative
personal security (the “ Bond Preventative Personal Security Platform ”) powered by artificial intelligence (“ AI ”).
Once activated, the cloud-based Bond Preventative Personal Security Platform provides users with remote protective services via phone
app (using its Bond Preventative Personal Security Platform) and with 24/7 support from our Personal Security Agents, who are in Bond
Command Centers and can respond rapidly.
We
use third party AI tools like ChatGPT internally across the spectrum of our operations. Additionally, we have developed and continue
to develop Bond AI capabilities. Bond’s AI (which is currently in production) consists largely of proprietary rule-based systems
that assist us in identification of potential anomalies for further review by our agents.
Bond’s
vision is to leverage AI to enable personal security services to be more scalable, effective and ultimately affordable for more people.
The Bond Preventative Personal Security Platform is designed with that vision, allowing us to incorporate increasing amounts of AI over
time as technology advances. The chart below shows some of the key areas where we have incorporated AI, their current state and future
plans:
Task
AI
currently in use by Bond
AI
in R&D
Anomaly
detection
Bond-developed
rule-based systems based on past data and expert input
Bond-developed
machine learning models trained on past anomaly data
Supporting
agent decision-making
Third-party
AI tools for agent decision support
Implementing
a RAG incorporating Bond processes and content with third-party data
Automated
translation
Third-party
AI tools for translation of services and content
Third-party
tools for automated live translation of calls
Automating
quality assurance
Automated
test suites for code
Automated
assessment of live agent performance
AI
interviewing, hiring, and training agents
Video
interviews and third-party AI assessment to accelerate hiring funnel
Increased
use of automation and virtual agents in agent training and onboarding processes
Creation
of content that facilitates informing end users about the Bond service and platform
Third-party
AI tools for generating and optimizing marketing content, including videos and images
None
Automating
of agent administrative tasks
None
Automated
transcription, translation, and summarization of cases
Automatically
triaging active calls to identify “hot” cases
None
Automated
analysis of active calls to flag high-risk cases for supervisor attention
Automatically
triaging incoming calls in overload situations
None
Virtual
agents that gather information about situations and prioritize cases for human agents
Facial
recognition for “bad actors”
None
Integrating
third-party facial recognition technology with Bond’s platform
Automating
and optimizing customer messaging
None
Automated
CRM suites that use AI to customize messaging for each customer
Automating
drone response to reported incidents
None
Patented
techniques for autonomous drone navigation and collision avoidance
20
We
offer 14 distinct services through our phone app (the “ Bond App ”) and fully automated Bond Command Centers
located around the world, that allow Bond members to choose when and how Bond will keep them secure while preserving their privacy.
The
Bond Preventative Personal Security Platform is a multilayered, multifaceted technology platform that incorporates numerous technologies,
inputs and outputs to other systems, and third-party information. It allows us to perform a large number of multi-functional activities
relative to a large number of end-users/members, with a high level of precision, speed and reliability, as well as affordably, in a manner
that is automated. The core functionality includes: (1) “look after” a massively scalable number of members/end-users simultaneously;
at their or their guardians request, monitor them, collect data from multiple sources – on the phone of the member, from what Bond
historically knows about the member; from what Bond knows about the area/location of the member, from what the member has shared with
Bond – in order to detect anomalies in real time; (2) communicate with the member in order to verify their status, potentially
engage Bond Personal Security Agents in order to calm, guide, deter or orchestrate help for the member; (3) record and analyze all activities
in the Bond sphere, which included on the phones of the end-users, in the Command Centers and through our technology.
Corporate
Organization
We
conduct our operations through eight wholly owned subsidiaries, organized as follows:
●
TG-
17 (Israel) Ltd. was incorporated in 2017 and provides R&D services to Our Bond, Inc. Since 2023 the subsidiary operates also
as Command Center for Israel and global users (members).
●
Bond
Bodyguard New York, Inc., a New York corporation, was incorporated in 2020 for the sole purpose of obtaining bodyguard licenses in
the US. Services are given under Our Bond, Inc. Currently, we are licensed in 11 states and submitted application for additional
states.
●
TG-17
(UK) Ltd. was incorporated in 2023 to provide services to UK citizens and global members.
●
TG-17
France, was incorporated in 2024 to provide services to French citizens and global members.
●
TG-17
Belgium, a société à responsabilité limitée, was incorporated in 2025 to provide services to Belgian
citizens and global members.
●
TG-17
(Canada) Inc., a corporation subject to the Business Corporations Act (Ontario), was incorporated in 2025 to provide services to
Canadian citizens and global members.
●
TG-17
Brazil Ltda., was incorporated in 2025 to provide services to Brazilian citizens and global members.
●
TG-17
Mexico., was incorporated in 2025 to provide services to Mexican citizens and global members.
21
●
Bond
Next Gen Physical Security LLC was incorporated in 2026 to improve the efficiency of Bond’s physical security operations, with
a primary focus on managing and delivering physical security projects (including drone operations) in the United States.
All
subsidiaries are 100% controlled/owned by Our Bond, Inc.
Components
of Operational Results
Net
Revenues.
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which provides a five-step framework through
which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration
to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements
that the Company concludes are within the scope of ASC 606, management performs the following five steps: (i) identifies the contract(s)
with a customer; (ii) identifies the performance obligations in the contract(s); (iii) determines the transaction price, including whether
there are any constraints on variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes
revenue when (or as) the Company satisfies a performance obligation.
The
Company provides comprehensive security solutions. The company’s flagship offering is a cloud-based Software-as-a-Service (“ SaaS ”)
that delivers a preventative personal security solution platform. Additionally, the Company offers comprehensive and customized services
designed to protect its clients. These services include, but are not limited to, on/off premise guards, assets protection, threat assessment
and monitoring and other tailored-made security services. Revenue is recognized either over time or at a point in time, depending on
the nature of each customer’s agreement. For its subscription-based SaaS solution delivered through the Company’s platform,
revenue is typically recognized over time as services are made available on an on-going basis. In contrast, for performance obligations
of services described above other than the SaaS solution, we generally satisfy our obligations vis-à-vis each deliverable
as it occurs and is provided to the customer. The customers simultaneously receives and avails the benefits of our services, at which
point these performance obligations are deemed to be satisfied.
We
group the above services offerings into one broad category which generates all of Company’s revenue through, primarily, the following
sales:
●
B2B
(or B2G): selling to private or public institutions who use the services in order to protect their people (employees, students, residents,
etc.).
●
B2B2C:
selling to or through corporations so they can sell/subsidize/gift Bond services to their own consumers.
●
DTC:
selling directly to consumers.
The
Company combines and accounts for multiple contracts as a single contract when they are negotiated together with the same customer at
or near the same time in order to achieve a single commercial objective, or when the contracts are related in other ways.
Transaction
price may be comprised of fixed consideration and variable consideration. The Company’s contracts are typically for fixed consideration.
For
all contracts with customers that have more than one performance obligation, the Company allocates the transaction price to each separate
performance obligation based on the relative SSP of each performance obligation. The SSP is typically the price at which the Company
sells service separately to a customer. The best evidence of an SSP, if available, is the observable price charged in similar circumstances
and to similar customers. If an SSP is not directly observable, the Company estimates SSP using various observable inputs including historical
internal pricing data and cost-plus expected margin analysis due to the limited standalone sales history.
22
For
the three and six months ended June 30, 2026, the Company demonstrated annual recurring revenue (“ARR”) of approximately
$10 million and $10 million, respectively, and total bookings of $2.5 million and $4.81 million, respectively. For the three and six
months ended June 30, 2025, the Company demonstrated ARR of approximately $9.74 million and $9.74 million, respectively, and total bookings
of $2.6 million and $4.8 million, respectively. The Company uses ARR as a metric to measure customer demand and growth, and use booking
values act as an indicator of customer engagement, including new sales and renewals. These figures highlight consistent growth and increasing
customer demand.
Total
bookings represent the aggregate dollar value of all customer contracts executed during a given period, inclusive of both recurring subscription
and service commitments and any associated one-time fees (e.g., implementation, setup or training). Bookings are expressed based on the
total committed contract value, regardless of the timing of invoicing or revenue recognition under U.S. GAAP. We calculate ARR using
a trailing actuals method to provide a conservative measure of recurring revenue. Specifically, we determine average Monthly Recurring
Revenue (“ MRR ”) based on actual recurring revenue recognized over the prior 12 months and multiply that amount
by 12 to derive ARR. This method smooths short-term fluctuations and reflects actual earned recurring revenue rather than forward-looking
projections. ARR excludes one-time fees, usage-based overages, and non-recurring revenues. No adjustments are made for potential future
churn, upgrades, or downgrades beyond the actual results in the trailing period.
Cost
of Services Sold.
Cost
of Services sold primarily consists of our Command Center operations and other rendered services that we outsource to third-party for
particular security services offering. As a subscription-based business, our model emphasizes scalability so that most costs do not increase
linearly with revenue growth.
Operating
Expenses .
Operating
expenses consist of general and administrative expenses, which are primarily salaries, professional fees, and expenses related to the
administrative functions of the Company, research and development expenses, which consist primarily of product development costs and
salaries, and sales and marketing expenses, which represent advertising and direct marketing costs, as well as the associated personnel
costs.
Results
of Operations
Comparison
of the three and six months ended June 30, 2026 to the three and six months ended June 30, 2025
Net
Revenues
Our
revenues for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
$ Change
% Change
2026
2025
$ Change
% Change
(in thousands, except percentages)
SaaS revenue recognized over time
$ 377
$ 390
$ (13 )
3.33 %
$ 742
$ 720
$ 22
3.06 %
Services and other revenue recognized point in time
1,744
1,885
(141 )
7.48 %
3,727
3,804
(77 )
11.93 %
Total Revenue
$ 2,121
$ 2,275
$ (154 )
16.24 %
$ 4,469
$ 4,524
$ (55 )
1.22 %
23
The
majority of our net revenues for the three and six months ended June 30, 2026 and 2025, were generated from our B2B services. For the
three and six months ended June 30, 2026, 17.77% and 16.60%, respectively, of our revenue was generated from cloud-based SaaS services,
while 82.23% and 83.40%, respectively, came from our physical service offerings. This compares to the three and six months ended June
30, 2025, where 17.14% and 15.92%. respectively, of our revenue was generated from cloud-based SaaS services, and 82.86% and 84.08%,
respectively, came from our physical service offerings.
Total
revenue decreased by $154,000 or approximately 6.77% to $2,121,000 for the three months ended June 30, 2026, compared to approximately
$2,275,000 for the three months ended June 30, 2025. This decrease was primarily attributable to a modest reduction in the physical services
provided during the three months ended June 30, 2026, compared to the same period in 2025.
Total
revenue decreased by $55,000 or approximately 1.21% to $4,469,000 for the six months ended June 30, 2026, compared to approximately $4,524,000
for the six months ended June 30, 2025. This decrease was primarily attributable to a modest reduction in the physical services provided
during the three months ended June 30, 2026, compared to the same period in 2025.
Cost
of Services Sold.
Our
cost of services sold for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
$ Change
% Change
2026
2025
$ Change
% Change
(in thousands, except percentages)
Command Center Operations
$ 952
$ 418
$ 534
128 %
$ 1,810
$ 999
$ 811
81.18 %
Security Services
1,303
1,522
(219 )
14.39 %
2,745
3,117
(372 )
11.93 %
Total Cost of Services Sold
$ 2,255
$ 1,940
$ 315
16.24 %
$ 4,555
$ 4,116
$ 439
10.66 %
Our
cost of services sold increased by $315,000 or approximately 16.24% to $2,255,000 for the three months ended June 30, 2026 compared to
$1,940,000 for the three months ended June 30, 2025. This increase was primarily attributable to investments supporting our global expansion,
including additional personnel and facilities required to establish and deliver our services in new markets, as well as increased resources
needed to support the growth of our client base.
Our
cost of services sold increased by $439,000 or approximately 10.66% to $4,555,000 for the six months ended June 30, 2026 compared to
$4,116,000 for the six months ended June 30, 2025. This increase was primarily attributable to investments supporting our global expansion,
including additional personnel and facilities required to establish and deliver our services in new markets, as well as increased resources
needed to support the growth of our client base.
We
anticipate that the growth in the cost of services will remain lower than the rate of revenue growth. Most of the increase in service
costs during the three and six month periods ended June 30, 2026, was incurred in anticipation of projects that the Company either expected
to win or had been awarded but had not yet been formally contracted.
24
Operating
Expenses.
Our
operating expenses for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
$ Change
% Change
2026
2025
$ Change
% Change
(in thousands, except percentages)
General and Administrative
$ 2,316
$ 1,569
$ 747
47.61 %
$ 4,759
$ 2,596
$ 2,163
83.32 %
Research and Development
728
664
64
9.64 %
1,419
1,219
200
16.41 %
Sales and Marketing
749
839
(90 )
10.73 %
4,041
1,115
2,926
262.42 %
Total Cost of Services Sold
$ 3,793
$ 3,072
$ 721
23.47 %
$ 10,219
$ 4,930
$ 5,289
107.28 %
Our
operating expenses for the three months ended June 30, 2026, were approximately $3,793,000 compared to approximately $3,072,000 for the
three months ended June 30, 2025, an increase of approximately $721,000.
The
increase in operating expenses for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, was primarily
attributable to costs associated with operating as a public company following the completion of the Company’s public listing on
February 4, 2026. These costs included approximately $0.25 million of investor relations expenses, approximately $0.3 million of additional
payroll and related costs, and approximately $0.2 million of incremental public company operating expenses, primarily consisting of increased
directors’ and officers’ insurance premiums and accounting and other professional services fees.
Our
operating expenses for the six months ended June 30, 2026, were approximately $10,219,000 compared to approximately $4,930,000 for the
six months ended June 30, 2025, an increase of approximately $5,289,000.
The
increase in operating expenses for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily
realized during the first quarter of 2026 and attributable to non-recurring costs associated with the Company’s transition to and
operation as a public company following the completion of its public listing on February 4, 2026. Such costs included approximately $1.2
million of one-time expenses related to the public listing transaction, a $2.0 million stock deal - strategic marketing investment related
to 2026 (TV ads that will be aired in the second half of 2026), approximately $1.2 million of investor relations expenses, approximately
$0.5 million of additional payroll and related costs, and approximately $0.4 million of incremental public company operating costs, primarily
consisting of increased directors and officers insurance premiums and accounting-related expenses.
Net
Profit/Loss
As
a result of the foregoing, the Company suffered a net loss of approximately $4,772,000 and $11,473,000, respectively, for the three and
six months ended June 30, 2026, compared to a net loss of approximately $3,035,000 and $5,197,000, respectively, for the three and six
months ended June 30, 2025.
Liquidity
and Capital Resources
Overview
Since
inception, we have funded our operations primarily through proceeds from sales of our capital stock and, to a lesser extent, cash flow
generated from operating activities. Based on our current operating plan, we believe that our existing cash and cash equivalents, together
with anticipated cash generated from operations – as well as loans from existing investors and to the extent necessary the sell
of securities - will support our working capital and capital expenditure requirements for the near term.
25
Our
future capital requirements will depend on many factors, including the pace of growth in our customer base, the timing and extent of
investments in our platform and services, expansion of our sales and marketing activities, and general economic conditions. To support
our operations and growth initiatives, the Company expects to obtain additional capital through equity financing and other financing
instruments that have been arranged or are available to the Company.
In
alignment with Bond’s business plan and operating model, management projects that as sales and the number of end-users increase,
utilization of the overall Bond platform will improve, driving the company toward profitability.
When
referring to the Bond platform, we include the full ecosystem that enables and supports the service globally, including: command centers
around the world; security agents; engineering resources responsible for developing, maintaining, and enhancing the technology that powers
the app, command centers, and cloud infrastructure; as well as the company’s relationships with third parties, first responders,
and other key partners.
At
this stage, the Bond platform has been built to scale and support a significant global end-user base. We continue to gradually onboard
additional end-users as we secure new customers and as existing corporate customers expand the population of employees offered the Bond
service. At the same time, we are steadily increasing our investments in marketing and sales in order to accelerate growth and advance
the company toward profitability.
Summary
of Cash Flows
The
following table summarizes our cash flows for the three and six months ended June 30, 2026 and 2025.
Six Months Ended
June 30, 2026
June 30, 2025
($ in thousands)
Net cash (used in) operating activities
$ (8,338 )
$ (2,995 )
Net cash (used in) investing activities
(27 )
(8 )
Net cash provided by financing activities
13,029
5,179
Effect of exchange rate changes on cash
(73 )
(57 )
Cash and cash equivalents at end of period
$ 5,190
$ 2,845
Operating
Activities.
We
continue to experience negative cash flow from operating activities as we expand our business. Cash flows from operating activities are
significantly affected by investments to support the growth of our business, including investment in sales and marketing programs and
personnel; expenditures related to product and service development, engineering resources required to maintain and enhance our technology
platform, Command Center operations, and general and administrative functions. In addition, operating cash flows during the six months
ended June 30, 2026 were adversely affected by non-recurring costs associated with the Company’s transition to and operation as
a public company following the completion of its public listing on February 4, 2026. Such costs included approximately $1.2 million of
one-time expenses related to the public listing transaction, a $2.0 million stock deal - strategic marketing investment related to 2026
(TV ads that will be aired in the second half of 2026), approximately $1.2 million of investor relations expenses, approximately $0.5
million of additional payroll and related costs, and approximately $0.4 million of incremental public company operating costs, primarily
consisting of increased directors and officers insurance premiums and accounting-related expenses.
Net
cash used in operating activities for the six months ended June 30, 2026 was approximately $8,338,000 which reflects our net loss of
approximately $11,473,000. Net cash used in operating activities for the six months ended June 30, 2025 was approximately $2,995,000
which reflects our net loss of approximately $5,197,000.
Investing
Activities
Our
investing activities have consisted primarily of the purchases of assets and equipment. We have invested in assets and equipment to support
our Command Center growth.
Net
cash used in investing activities for the six months ended June 30, 2026 was approximately $27,000 which was entirely attributable to
purchases of IT and other Electronic equipment. Net cash used in investing activities for the six months ended June 30, 2025 was approximately
$8,000 which was entirely attributable to purchases of IT and other Electronic equipment.
26
Financing
Activities
Net
cash provided by financing activities was approximately $13,029,000 during the six months ended June 30, 2026, consisting primarily of
$2,950,000 in proceeds from the issuance of Series D convertible preferred stock, $3,500,000 in proceeds from the issuance of a promissory
notes, approximately $4,153,000 in proceeds from the issuance of Common Stock under Equity Line of Credit, and approximately $5,255,000
from the exercise of common warrants, partially offset by repayments of related party loans, promissory note, redemption of Series G
convertible preferred stock and stock issuance costs. Net cash provided by financing activities was approximately $5,179,000 during the
six months ended June 30, 2025, consisting primarily of approximately $2,798,000 in proceeds from the issuance of Series CF convertible
preferred stock, $3,000,000 in proceeds from the issuance of Series C convertible preferred stock, partially offset by repayments of
related party loans and stock issuance costs.
Issuance
of Series D Preferred Stock
On
October 27, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) for the issuance and sale of up to
549,451 shares of Series D Preferred Stock. During 2025, the Company completed four closings under the SPA and issued an aggregate of
225,275 shares of Series D Preferred Stock for gross proceeds of approximately $2.1 million. During the six months ended June 30, 2026,
the Company completed the remaining closings under the SPA and issued an additional 324,176 shares of Series D Preferred Stock for aggregate
gross proceeds of approximately $2.95 million. Issuance costs incurred during the six months ended June 30, 2026 were approximately $0.2
million.
Exercise
of Series C and Series D Common Warrants
During
the three and six months ended June 30, 2026, the Company issued 8,098 and 1,434,098 shares, respectively, of common stock upon the exercise
of warrants from the Series D financing, resulting in aggregate proceeds of approximately $100,010 and $1,882,000, respectively.
In
addition, the Company issued 1,033,335 and 1,033,335 shares, respectively, of common stock upon the exercise of Series C warrants at
an exercise price of $3.2475 per share, resulting in aggregate proceeds of approximately $3.35 million and $3.35 million, respectively.
The
Company incurred issuance costs of approximately $367,000 related to the warrant exercises.
Promissory
Note
On
March 1, 2026, the Company issued a Promissory Note in the principal amount of $2,500,000. The Promissory Note bears interest at a rate
of 10% per annum and matures on September 1, 2026. The Company is required to apply 25% of the net proceeds from any future offerings
or issuances of the Company’s securities toward repayment of the Promissory Note until it is paid in full. In the event of default,
the Promissory Note will bear interest at a rate of 24% per annum, and any late payments will be subject to a late fee equal to 10% of
the overdue amount.
On
May 5, 2026, the Company issued an additional Promissory Note in the principal amount of $1,000,000. The Promissory Note bears interest
at a rate of 10% per annum and matures on November 5, 2026. The terms of the Promissory Note are identical to those of the Company’s
previously issued Promissory Note dated March 1, 2026, including the requirement that the Company apply 25% of the net proceeds from
any future offerings or issuances of the Company’s securities toward repayment of the Promissory Note until paid in full.
27
Equity
line financing
On
April 9, 2026, the Securities and Exchange Commission declared effective the registration statement covering the resale of shares issuable
under the Company’s equity line financing arrangement originally entered into on October 27, 2025 pursuant to a Securities Purchase
Agreement. The facility provides the Company with the right, but not the obligation, to direct the purchaser to purchase shares of the
Company’s common stock from time to time, subject to specified pricing, volume and other customary conditions, for aggregate gross
proceeds of up to $300.0 million. Following the effectiveness of the registration statement, the Company became eligible to access the
facility in accordance with its terms. In April and May 2026, the Company entered into amendments to the equity line financing arrangement
that modified certain operational, pricing and settlement provisions and reduced the maximum aggregate purchase commitment under the
facility from $300.0 million to $50.0 million.
During
the three months ended June 30, 2026, the Company issued 6,438,184 shares of common stock under the equity line financing arrangement
and received aggregate net proceeds of approximately $4,000,029 net of issuance costs.
Issuance
of Series G Preferred Stock
On
June 11, 2026, the Company entered into an Exchange Agreement with the holder of the March 1, 2026 and May 5, 2026 Promissory Notes.
Under the Exchange Agreement, the holder exchanged all outstanding principal and accrued but unpaid interest under the promissory notes,
with an aggregate value of approximately $3.3 million, for an aggregate of 336,941 shares of the Company’s Series G Convertible
Preferred Stock, consisting of 254,687 shares issued in exchange for the March 1, 2026 Promissory Note and 112,254 shares issued in exchange
for the May 5, 2026 Promissory Note. Following the exchange, the promissory notes were cancelled and deemed paid in full.
Pursuant
to the terms of the Exchange Agreement, the Company is required to use 25% of the net proceeds from future offerings or issuances of
the Company’s securities to redeem the outstanding shares of Series G Convertible Preferred Stock until such shares are redeemed
in full. During June 2026, the Company redeemed 123,096 shares of Series G Convertible Preferred Stock for aggregate cash consideration
of approximately $1.2 million, using proceeds received from the Company’s securities offerings.
The
following table summarizes our financing activities for the six months ended June 30, 2026 and 2025.
Six Months Ended
June 30, 2026
June 30, 2025
($ in thousands)
Payments as part of related party loans
$ (596 )
$ (319 )
Issuance of Series CF-1 Preferred Stock
—
2,798
Issuance of Series CF-1 Preferred Stock fundraising fees
—
(46 )
Issuance of Series C preferred stock
—
3,000
Issuance of Series C preferred stock fundraising fees
—
(254 )
Issuance of Series D convertible preferred stock
2,950
—
Issuance of Series D convertible preferred stock - issuance costs
(272 )
—
Issuance of Promissory Note
4,000
—
Payment of Promissory Note
(500 )
—
Issuance of Common Stock under Equity Line of Credit
4,153
—
Issuance of Common Stock under Equity Line of Credit - issuance costs
(125 )
—
Exercise of Series C Common Warrants
3,356
—
Exercise of Series C Common Warrants - issuance costs
(235 )
—
Exercise of Series D Common Warrants
1,879
—
Exercise of Series D Common Warrants - issuance costs
(131 )
—
Exercise of Common Stock Warrants
20
—
Direct Listing Costs
(250 )
—
Redemption of Series G convertible preferred stock
(1,220 )
—
$ 13,029
$ 5,179
28
Off-Balance
Sheet Arrangements
We
did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships
with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose
entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited
purposes.
Critical
Accounting Policies and Estimates
Management’s
discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements
and the related notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States
(“U.S. GAAP”). In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that
affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management,
which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various
other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in
the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business
and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual
results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical
accounting policies and estimates as described in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of our 2025 Annual Report on Form 10-K.
Recently
Accounting Pronouncements and SEC Rules
See
Note 1 to our Consolidated Financial Statements included elsewhere in this Form 10-Q for recently adopted accounting pronouncements and
SEC rules and recently issued accounting pronouncements not yet adopted as of the date of this report.
Contractual
Obligations and Commitments
In
addition to ongoing capital expenditures and working capital needs to fund operations over the next twelve (12) months, our contractual
obligations to make future payments primarily relate to our operating lease obligations and insurance obligations, all of which are governed
by agreements with month-to-month terms, and which are generally terminable after a notice period at any time. We purchase equipment
and software necessary to conduct our operations on an as-needed basis.
Known
Trends, Events and Uncertainties
We
are not currently aware of any trends, events, or uncertainties that are reasonably likely to have a material effect on our financial
condition. For a further discussion of factors that may affect future operating results, see the section entitled “Risk Factors”
in our most recent annual report on Form 10-K.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
We
are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.
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