What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-04 compared with 2025-03-10 · 88 added, 97 removed, 323 unchanged (36% of the section changed)

12 unchanged sentences

The reimbursement rates offered are outside of our control.

The CARES Act previously introduced a blended rate for HME furnished in non-rural or contiguous non-competitive bidding areas that is based on 75% of the adjusted fee schedule amount and 25% of the unadjusted fee schedule amount.

The 75/25 blended Medicare reimbursement rate expired on December 31, 2023.

Efforts to extend the blended rate through H.R.

1294 gained strong bipartisan support and advanced through key congressional committees.

However, these provisions were ultimately excluded from the legislative package passed at the end of the 118th Congress.

As a result, reimbursement rates for affected products have reverted to rates in place prior to the implementation of the 75/25 blend, adjusted for inflation, leading to lower reimbursement levels in certain markets where we operate.

Industry stakeholders, including leading advocacy organizations, continue to push for legislative relief in the 119th Congress.

Given that the most recent government funding package extends only through March 14, 2025, future opportunities may arise to reintroduce Medicare reimbursement relief as part of broader healthcare negotiations.

However, there is no certainty that such efforts will succeed, or that reimbursement rates will be restored to previous levels.

Reimbursement rates for our services, like much of the United States healthcare market, are subject to reductions.

7 unchanged sentences

In addition, both governmental healthcare programs and private health insurance companies may seek ways to avoid or delay reimbursement, which could adversely affect our cash flow and revenues.

A reduction or elimination of coverage or reimbursement of our products by third-party payors, including Medicare, in the future could adversely affect our business and results of operations.

A substantial portion of our revenues are derived from reimbursement by Medicare and other third-party payors for our ventilator products and services.

Currently, ventilators are covered under the NCD for the DME Reference List, effective since April 1, 2003, for the treatment of neuromuscular diseases, thoracic restrictive diseases, and chronic respiratory failure resulting from COPD.

On June 9, 2025, CMS finalized a new NCD establishing clear medical necessity criteria for NIPPV in the home for treatment of chronic respiratory failure related to COPD.

We actively participated in the national coverage analysis process, including submission of formal comments and ongoing engagement with CMS, the Department of Health and Human Services, and members of Congress.

The final NCD may significantly affect patient access, reimbursement, and utilization of ventilator therapies.

Because Medicare coverage policies often influence commercial payors, including Medicare Advantage plans, changes to Medicare policy may have broader implications across our payer base.

Any reduction or elimination of coverage or reimbursement by Medicare or other third-party payors, or an inability to maintain or expand coverage with additional commercial payors, could materially and adversely impact our business, financial condition, and results of operations.

Our dependence on key suppliers puts us at risk of interruptions in the availability of the equipment we need for our services, which could reduce our revenue and adversely affect our results of operations.

1 unchanged sentence

Our dependence on third-party suppliers involves several additional risks, including limited control over pricing, availability, quality and delivery schedules.

In the coming months and/or years, limitations on control over pricing and limited availability of materials may create uncertainty if the new Presidential administration proceeds with implementing tariffs that apply to U.S.

trading partners.

Historically medical equipment has been exempted from tariffs, but it is unclear if that will continue to be the case.

To the extent

tariffs create challenges on sourcing medical equipment from foreign manufacturers, we can attempt to source equipment from domestic manufacturers when practicable.

In addition, there are a limited number of manufacturers of the equipment used for home treatment of patients with ventilation respiratory therapy, which has been further exacerbated by Philips Respironics' January 2024 decision to discontinue of many of its respiratory products.

While certain medical equipment and components have historically been excluded from tariff regimes or subject to exemptions, trade measures may be expanded, reclassified, or implemented with limited notice, and suppliers may increase prices to reflect higher input costs, compliance requirements, or logistics constraints.

These developments could increase our equipment and supply costs and reduce product availability.

To date, we have not experienced a material adverse impact on operating costs or supply availability attributable to tariffs.

To the extent tariffs create challenges on sourcing medical equipment from foreign manufacturers, we can attempt to source equipment from domestic manufacturers when practicable.

Dependence on only a few manufacturers presents risks that suppliers may not be able to provide or adequately provide sufficient equipment to satisfy demand.

2 unchanged sentences

Conversely, incorrect demand forecasting could lead to excess inventory, which we may not be able to sell.

If we fail to achieve certain volume of sales, prices of ventilators may increase, leading to reduced revenue and profitability.

If we fail to achieve certain volume of sales, prices of medical equipment may increase, leading to reduced revenue and profitability.

The industry is subject to a high level of regulatory scrutiny, and government or manufacturer recalls could adversely affect our ability to provide products and services and achieve revenue targets.

Additionally, the market for financing ventilators and other supplies we need could be more difficult in the future.

On June 14, 2021, Royal Philips (“Philips”), one of our largest suppliers of BiPAP and CPAP and mechanical ventilator devices, initiated a voluntary recall notification with the U.S.

Food and Drug Administration (“FDA”) for certain Philips BiPAP and CPAP and mechanical ventilator devices that we distribute and sell.

Philips initiated this recall to address potential health risks related to the polyester-based polyurethane (“PE-PUR”) sound abatement foam component in these devices.

The PE-PUR sound abatement foam, which is used to reduce sound and vibration in these affected devices, may break down and potentially enter the device’s air pathway and may off-gas certain chemicals.

If this occurs, black debris from the foam or certain chemicals released into the device’s air pathway may be inhaled or swallowed by the person using the device.

In July 2021, the FDA identified the Philips recall as a Class I recall, the most serious type of recall.

Patients using these devices have been instructed to contact their health care provider and doctor about a suitable treatment for their condition.

As of December 2023, Philips has announced remediation of 99% of actionable sleep therapy device registrations.

We cannot predict the potential legal, regulatory, and financial risks that may arise out of the recall.

For example, we may be asked to notify patients of the recall, retrieve recalled devices from patients, and/or provide replacement devices, resulting in additional unreimbursed costs.

Some patients may discontinue use of their device, which could affect our ability to continue billing for service.

Viemed has been named in and may be subject to future litigation related to the recall, including individual and putative class action claims related to personal injury for devices affected by the recall as well as claims regarding repair and replacement of devices affected by the recall.

Viemed cannot predict what additional actions will be required of the Company by the FDA or other state or federal agencies related to the recall.

We conduct all of our operations through our United States subsidiaries and our ability to extract value from these subsidiaries may be limited.

11 unchanged sentences

Our development and the business (including acquisitions) may require additional financing, which may involve high transaction costs, dilution to shareholders, high interest rates or unfavorable terms and conditions.

Failure to obtain sufficient financing may result in the delay or indefinite postponement of our business plans and our business, financial condition, results of operations and

prospects may be adversely affected.

Failure to obtain sufficient financing may result in the delay or indefinite postponement of our business plans and our business, financial condition, results of operations and prospects may be adversely affected.

There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to us.

35 unchanged sentences

Market events and conditions, including disruptions in the international credit markets and other financial systems and the deterioration of global economic conditions, could impede our access to capital or increase the cost of capital.

These disruptions

could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations.

These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations.

Access to additional capital may not be available to us on terms acceptable to us, or at all.

16 unchanged sentences

diversion of management’s attention from day-to-day operations;

delaying post-closing operations due to being required to obtain a new Medicare enrollment and undergo a new accreditation process with respect to certain acquisition candidates that are Medicare-enrolled DMEPOS suppliers;

assumption of liabilities of an acquired business, including unforeseen or contingent liabilities or liabilities in excess of the amounts estimated;

2 unchanged sentences

and failure to retain and motivate key employees difficulties in establishing and applying our internal control over financial reporting and disclosure controls and procedures to an acquired business.

We may be negatively impacted by inflation.

Current and anticipated inflationary effects may have an adverse effect on our business and be influenced by various factors, including general cost increases, disruptions in our supply chain, and governmental stimulus or fiscal policies.

The services and products we provide to patients are subject to fluctuations based on the costs of materials, labor, and transportation, including fuel expenses.

The rising costs of our services and products can be attributed, in part, to increased shipping expenses and general inflationary trends.

Moreover, there is uncertainty regarding our ability to pass on these increased costs to customers to mitigate inflationary pressures.

Sustained increases in inflation could impact the overall demand for our products and services, as well as our labor, equipment, and product costs, potentially affecting our profit margins.

This, in turn, could have adverse consequences for our business, financial position, results of operations, and cash flows.

Despite recent inflationary trends, we cannot accurately predict whether these patterns will persist.

Future volatility in general price inflation and its impact on material availability, shipping, warehousing, and operational overhead could further impact financial results.

We attempt to address these pressures through our inflation-linked reimbursement contracts, negotiation, leveraging our purchasing power and embracing technology, such as our proprietary clinical management platform.

Adverse global macroeconomic conditions, including supply chain disruptions, tariffs, and fluctuations in foreign currency exchange rates, could negatively impact our operations, costs, and profitability.

Our business may be affected by a range of global macroeconomic conditions, including newly imposed tariffs, disruptions to the supply chain, and fluctuations in foreign currency exchange rates.

While nearly all of our revenues are generated within the United States and denominated in U.S.

dollars, we rely on both domestic and international suppliers for the medical equipment and supplies we rent and sell to patients.

As a result, our cost structure and operational efficiency are subject to global market dynamics that may influence the availability and pricing of key products.

We are exposed to trade policy and tariff developments primarily through the pricing actions and sourcing decisions of our suppliers rather than through direct import activity.

These developments could increase our equipment and supply costs and reduce product availability.

To date, we have not experienced a material adverse impact on operating costs or supply availability attributable to tariffs.

However, the timing, scope, and duration of future actions remain uncertain, and we continue to monitor these developments and evaluate their potential operational and financial effects.

Additionally, global supply chain constraints continue to pose risks to our ability to acquire essential equipment and components in a timely and efficient manner.

Factors such as raw material shortages, longer lead times from suppliers, and increased transportation expenses may limit our responsiveness to patient needs and may affect our ability to scale our business effectively.

Although our operations are primarily domestic, we are indirectly exposed to foreign currency exchange rate fluctuations through our international sourcing activities.

Changes in the value of the U.S.

dollar relative to other currencies, including the Canadian dollar and Chinese yuan, may impact the prices we pay to suppliers, which could increase our cost of goods sold and reduce our gross margins.

If these macroeconomic pressures persist or worsen, our ability to manage supply continuity, control costs, and meet patient demand could be adversely affected.

As a result, our financial condition, operating results, and long-term strategic objectives may be negatively impacted.

Risks Relating to Government Regulation

6 unchanged sentences

The ultimate content, timing or effect of any healthcare reform legislation and the impact of potential legislation on us is uncertain and difficult, if not impossible, to predict.

Additionally, the new Presidential administration has begun its term with actions aimed at reforming government, including reductions in size and funding for many executive agencies.

It is extremely difficult, if not impossible, to predict whether such actions will target HHS and/or CMS, how they may do so, whether they will be challenged in court, and what the consequences may be for the agencies and for health care providers.

The impact of legislative reform and/or executive action may be material to our business, financial condition or results of operations.

In addition, the current Presidential administration has, since taking office, pursued executive actions and policy initiatives intended to change the structure, priorities, and funding of various federal agencies and programs.

Changes in agency funding levels, staffing capacity, rulemaking priorities, enforcement practices, or administrative processes could influence reimbursement policy, audit activity, prior authorization requirements, claims adjudication timelines, and the interpretation or implementation of applicable laws and regulations.

It is difficult to predict the extent to which these actions may be implemented, modified, or delayed, including as a result of litigation or changes in political priorities, or the ultimate impact on healthcare providers.

We are subject to extensive federal and state regulation, and if we fail to comply with applicable regulations, we could suffer severe criminal or civil sanctions or be required to make significant changes to our operations that could adversely affect our business, financial condition and operating results.

28 unchanged sentences

Failure to comply with applicable laws, regulations and rules could have a material and adverse effect on our financial condition, results of operations and cash flows.

Furthermore, responding to

governmental investigations, audits and reviews can also require us to incur significant legal and document production expenses, regardless of whether the particular investigation, audit or review leads to identification of underlying noncompliance or wrongdoing.

As a result of increased post-payment reviews of claims we submit to Medicare and Medicaid for our services, we may incur additional costs and may be required to repay amounts already paid to us.

Furthermore, responding to governmental investigations, audits and reviews can also require us to incur significant legal and document production expenses, regardless of whether the particular investigation, audit or review leads to identification of underlying noncompliance or wrongdoing.

As a result of post-payment reviews of claims we submit to Medicare and Medicaid for our services, we may incur additional costs and may be required to repay amounts already paid to us.

We are subject to regular post-payment inquiries, investigations and audits of claims we submit to Medicare and Medicaid for payment for our services.

These post-payment reviews have increased as a result of government cost-containment initiatives.

These additional post-payment reviews may require us to incur costs to respond to requests for records and to pursue the reversal of payment denials, and ultimately may require us to refund amounts paid to us by Medicare or Medicaid that are determined to have been overpaid.

These post-payment reviews may increase as a result of government cost-containment initiatives, may require us to incur costs to respond to requests for records and to pursue the reversal of payment denials, and ultimately may require us to refund amounts paid to us by Medicare or Medicaid that are determined to have been overpaid.

For a further description of this and other laws and regulations involving governmental reimbursements, see “Business—Government Regulation” in Item 1.

6 unchanged sentences

Such actions in turn may adversely affect our operations and revenue.

Delays in reimbursement due to state budget deficits may increase in the future, adversely affecting our liquidity.

There is a delay between the time that we provide services and the time that we receive reimbursement or payment for these services.

Many of the states in which we operate are operating with budget deficits for their current fiscal year.

These and other states may in the future delay reimbursement, which would adversely affect our liquidity.

In addition, from time to time, procedural issues require us to resubmit claims before payment is remitted, which contributes to our aged receivables.

Additionally, unanticipated delays in receiving reimbursement from state programs due to changes in their policies or billing or audit procedures may adversely impact our liquidity and working capital.

We fund operations primarily through the collection of accounts receivable.

Delays in reimbursement due to claims submission reimbursement processes may cause liquidity problems.

3 unchanged sentences

Such timing delays may cause working capital shortages.

For example, the replacement in 2024 of our prior claims submissions clearinghouse due to a cybersecurity incident impacting the clearinghouse has resulted in delayed claims submissions and in a temporary reduction of our operating cash flow and an increase to our accounts receivable.

Working capital management, including prompt and diligent billing and collection, is an important factor in our results of operations and liquidity.

5 unchanged sentences

A substantial portion of our revenues are derived from private and governmental third-party payors.

In 2024, approximately 57% of our revenues were derived collectively from managed care plans, commercial health insurers, workers’ compensation payors, and other private pay revenue sources while approximately 43% of our revenues were derived from Medicare and Medicaid.

In 2025, approximately 50% of our revenue was associated with managed care plans, commercial health insurers, workers’ compensation payors, and other third-party payor arrangements while approximately 40% of our revenues were derived from Medicare and Medicaid.

The remaining portion of our patient revenue was generated from patient private pay and other sources.

Initiatives undertaken by industry and government to contain healthcare costs affect our profitability.

1 unchanged sentence

We believe that this trend will continue and may limit reimbursement for healthcare services.

Additionally, from time to time our contracts with payors are

terminated, amended or renegotiated, sometime unilaterally through policies.

Additionally, from time to time our contracts with payors are terminated, amended or renegotiated, sometime unilaterally through policies.

If insurers or managed care companies from whom we receive substantial payments were to terminate, amend or renegotiate contracts or reduce the amounts they pay for services, our profit margins may decline, or we may lose patients if we choose not to renew our contracts with these insurers at lower rates.

43 unchanged sentences

CMS is required to award contracts to multiple entities submitting bids in each area for an item or service, but has the authority to limit the number of contractors in a competitive acquisition area as necessary to meet projected demand.

In 2019, CMS announced the inclusion of non-invasive ventilator products on the list of products subject to the competitive bidding program in Round 2021 which covers the period of January 1, 2021 through December 31, 2023.

Rental revenue from ventilator products represents a significant portion of our revenue (approximately 56% of total revenue in 2024).

On March 9, 2020, CMS announced that due to the COVID-19 pandemic, the United States President’s exercise of the Defense Production Act, public concern regarding access to ventilators, and the non-invasive ventilators product category being new to the competitive bidding program, non-invasive ventilators were removed as a product category from Round 2021.

On October 27, 2020, CMS announced that it had removed 13 of the 15 remaining product categories from Round 2021, including oxygen and PAP devices, because the payment amounts did not achieve expected savings.

As a result of these announcements, we retain the ability to continue to furnish non-invasive ventilators and oxygen and PAP devices for all of our Medicare accredited areas.

The current Round 2021 contracts expired on December 31, 2023 and CMS has not announced a new round of competitive bidding.

Historically, CMS announces new rounds of competitive bidding and starts the process approximately 18 months prior to the contract start date.

We cannot predict at this time the full impact the competitive bidding program and the developments in the competitive bidding program will have on our business and financial condition.

In addition, we cannot assure you that non-invasive ventilators and oxygen and PAP devices will not be included on the list of products subject to the competitive bidding program in the future.

If changes are made to the competitive program in the future, it could affect our reimbursement and revenue.

CMS has modified the scope and timing of the competitive bidding program over time.

Non-invasive ventilators were previously included in Round 2021.

However, prior to implementation, CMS removed that product category from the program.

CMS subsequently removed a substantial number of additional product categories from Round 2021, including oxygen equipment and PAP devices, after determining that the program did not achieve expected savings.

As a result, Viemed has continued to furnish non-invasive ventilators, oxygen equipment, and PAP devices in its Medicare-accredited service areas without being subject to competitive bidding contract limitations for those products.

The Round 2021 competitive bidding contracts expired on December 31, 2023.

CMS has since issued updated guidance regarding the next round of the DMEPOS Competitive Bidding Program, indicating that the upcoming round will be limited to product categories within the Nationwide Remote Item Delivery (“RID”) program.

CMS has identified the next round RID categories to include certain Class II continuous glucose monitors and insulin pumps, urological supplies, ostomy supplies, hydrophilic urinary catheters, and select off-the-shelf braces.

Viemed does not furnish products within these categories and, based on currently available information, does not expect the next round of competitive bidding to apply to, or have a material impact on, its products or services.

However, the timing, scope, and structure of future competitive bidding rounds beyond the announced RID-focused program remain uncertain and subject to change.

CMS retains authority to expand or modify the program, including by adding product categories, adjusting geographic coverage, or revising program requirements.

We cannot predict whether respiratory-related products or other items that we furnish may be included in future competitive bidding programs or the potential impact of any such inclusion on reimbursement rates, supplier participation, market competition, or our results of operations.

Any future expansion of the competitive bidding program to include our products could materially adversely affect our business, financial condition, and results of operations.

CMS actions to impose temporary enrollment moratoria and heightened screening for certain DMEPOS supplier types could limit our ability to expand, pursue acquisitions, or maintain expected operational flexibility and could increase our compliance costs.

In February 2026, CMS announced the imposition of a 6-month nationwide temporary moratorium on the Medicare enrollment of certain DMEPOS “medical supply company” supplier types, with the stated objective of combating fraud, waste, and abuse.

The moratorium generally applies to new enrollments and new practice locations for the specified supplier types, may be extended in additional 6-month increments, and CMS indicated it will closely scrutinize enrollment applications during the moratorium period, including through site visits and other verification activities.

Although the moratorium is generally directed at newly enrolling suppliers, it could adversely affect our business to the extent we seek to (i) open new locations or otherwise undertake expansion initiatives that require new supplier enrollments or specialty classifications, (ii) acquire, restructure, or integrate DME operations in a manner that triggers a new enrollment requirement, or (iii) consummate or finance transactions involving supplier entities that are required to re-enroll as a result of ownership changes.

In particular, CMS highlighted that certain non-exempt changes in majority ownership within a defined period may require termination of existing billing privileges and re-enrollment as a new supplier, and CMS stated that the moratorium would prohibit re-enrollment in such circumstances for covered supplier types.

More broadly, the announcement reflects an enhanced program integrity posture toward portions of the DMEPOS supplier sector, and similar CMS actions in the future, including extensions, expansions to additional supplier categories, or other enrollment and screening initiatives, could increase administrative burden, delay growth initiatives, heighten audit and investigation risk, and result in enrollment denials or other adverse actions.

Any of these developments could materially and adversely affect our business, financial condition, results of operations, and cash flows.

If CMS requires prior authorization for our products, our revenue and cash flow could be negatively impacted.

CMS maintains a Master List of Items Frequently Subject to Unnecessary Utilization.

This list identifies items that could potentially be subject to prior authorization as a condition of Medicare Payment.

On April 22, 2019, CMS added home ventilators used with a non-invasive interface to the Master List of Items Frequently Subject to Unnecessary Utilization.

If CMS imposes prior authorization requirements for non-invasive home ventilation, it could materially impact our business, revenue and cash flow.

CMS maintains a Master List of Items Frequently Subject to Unnecessary Utilization (the “Master List”) that identifies certain DMEPOS items that CMS has determined may warrant additional utilization controls, including prior authorization, as a condition of Medicare payment.

CMS also historically required face-to-face practitioner encounters and written orders for certain categories of DMEPOS items, and in 2019 combined and harmonized these requirements into the Master List framework.

Inclusion of an item on the Master List does not, by itself, require prior authorization.

However, CMS may select items from the Master List for inclusion on a Required Prior Authorization List or otherwise impose prior authorization or additional documentation requirements through rulemaking or sub-regulatory guidance.

Certain items within our product offerings are included in the Master List.

If CMS were to implement prior authorization or additional documentation requirements applicable to products we furnish, including non-invasive home ventilation, we could experience delays in initiating therapy, increased administrative and compliance costs, higher claim denial or deferral rates, longer billing and collection cycles, and greater variability in reimbursement.

Any of these outcomes could reduce revenue, adversely affect cash flows, and negatively impact our results of operations.

If we fail to comply with state and federal fraud and abuse laws, including anti-kickback laws, false claims acts, self-referral prohibitions, and anti-inducement laws, we could face substantial penalties and our business, operations and financial condition could be adversely affected.

5 unchanged sentences

However, practices that do not fit into a safe harbor are not per se illegal, and are instead analyzed based on the particular facts and circumstances to determine whether the practice presents a low risk of fraud and abuse.

Although we believe our practices are compliant with applicable safe harbors, we cannot assure you that a government regulator will not take the position that some of our practices do not meet all of the narrow criteria of an applicable safe harbor and otherwise violate the Anti-Kickback Statute.

Although we believe our practices are compliant with

applicable safe harbors, we cannot assure you that a government regulator will not take the position that some of our practices do not meet all of the narrow criteria of an applicable safe harbor and otherwise violate the Anti-Kickback Statute.

The Federal False Claims Act prohibits, in part, any person from knowingly presenting or causing to be presented a false claim for payment to the federal government, or knowingly making or causing to be made a false statement to get a false claim paid.

27 unchanged sentences

There is the possibility that value-based payment models, such as ACOs, will drive down the utilization and/or reimbursement rates for our services.

We may not be able to gain access into certain ACOs.

not be able to gain access into certain ACOs.

If we are not included in these programs, or if ACOs establish programs that overlap with our services, we could experience an adverse effect on our operations and financial condition.

23 unchanged sentences

Risks Related to our Common Shares

If we fail to establish and maintain proper disclosure or internal controls, our ability to produce accurate financial statements and supplemental information, or comply with applicable regulations could be impaired.

If we fail to establish and maintain proper disclosure controls and procedures or internal control over financial reporting, our ability to produce accurate financial statements and supplemental information, or comply with applicable regulations could be impaired.

As we grow, we may be subject to growth-related risks including capacity constraints and pressure on our internal systems and controls.

1 unchanged sentence

We must maintain effective disclosure controls and procedures.

Further, as we are no longer an emerging growth company, our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

Further, as we are no longer an emerging growth company, our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

If we fail to maintain effective controls, investors may lose confidence in our operating results, the price of our common shares could decline and we may be subject to litigation or regulatory enforcement actions.

1 unchanged sentence

This volatility may impact the price at which shareholders can sell their common shares.

Our common shares are listed and posted for trading on the Nasdaq Capital Market.

Our common shares are listed and posted for trading on the NASDAQ.

Securities of small-cap and healthcare companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved.

14 unchanged sentences

A limited trading market for common shares may cause fluctuations in the market value of those common shares to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market.

Although our common shares are quoted on the Nasdaq Capital Market, the volume of trades on any given day has historically been limited.

Although our common shares are quoted on the NASDAQ, the volume of trades on any given day has historically been limited.

As a result, shareholders might not have been able to sell or purchase our common shares at the volume, price or time desired.

20 unchanged sentences

These requirements increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

We no longer qualify as a “smaller reporting company” or an "emerging growth company" which may increase our costs and demands on management.

As of June 30, 2023, we determined that we no longer qualify as a “smaller reporting company”, and we became subject to expanded disclosure requirements, subject to certain exemptions and relief that was applicable to emerging growth companies, beginning with our Quarterly Report on Form 10-Q for the period ended March 31, 2024.

Additionally, we ceased to qualify as an “emerging growth company” on December 31, 2024.

While we qualified as an emerging growth company, we elected to use the extended transition period under the Jumpstart Our Business Startups Act of 2012 to delay the adoption of new or revised accounting standards until those standards were applicable to private companies.

As a result, our historical financial statements may not be comparable to those of companies that fully adopted public company accounting standards on the standard effective dates.

As a result of our ceasing to qualify as an emerging growth company, we are no longer able to take advantage of certain exemptions and relief from disclosure and other requirements that are otherwise applicable generally to SEC reporting companies.

Specifically, we are now required to:

• Provide an auditor attestation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

• Provide audited financial statements for three fiscal years (rather than two);

• Comply with requirements that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• Comply with increased executive compensation disclosure obligations;

• Comply with the requirements on “say-on-pay” and “say-on-frequency” shareholder votes, shareholder approval of golden parachute compensation and pay ratio disclosure.

The loss of smaller reporting company and emerging growth statuses and compliance with such larger company disclosure obligations may increase our legal and financial compliance costs and cause management and other personnel to divert attention from operational and other business matters to devote additional time to public company reporting requirements.

In addition, if we are not able to comply with changing requirements in a timely manner, the market price of our common shares could decline and

we could be subject to sanctions or investigations by the stock exchanges on which our common shares are listed, the SEC or other regulatory authorities, which would require additional financial and management resources.

Because we have no current plans to pay cash dividends on our common shares, investors may not receive any return on their investment unless the value of our common shares appreciates.

5 unchanged sentences

The provisions under Business Corporations Act and other relevant laws may affect the rights of shareholders differently than those of a company governed by the laws of a United States jurisdiction, and may, together with our notice of articles and articles (the “Articles”), have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.

We cannot guarantee that we will repurchase our common shares pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value.

Share repurchases could also increase the volatility

of the price of our common shares and could diminish our cash reserves.

On March 4, 2026, the Company's Board of Directors authorized and approved a share repurchase program, effective through March 2027.

Under the terms of the program, we may repurchase up to 1,930,131 of our common shares from time to time through open market purchases, block purchases or otherwise in accordance with applicable securities laws, including Rule 10b-18 of the Exchange Act.

The timing and amount of repurchases of our common shares, if any, will depend upon several factors, such as the market price of the common shares, corporate requirements, general market economic conditions and applicable legal requirements.

The Company is not obligated to repurchase any specific number or amount of common shares pursuant to the program, and it may modify, suspend or discontinue the program at any time.

Repurchases of our common shares pursuant to the program could affect our share price and increase its volatility.

The existence of the program could cause our share price to be higher than it would be in the absence of such a program and, if shares are repurchased in the program, it will reduce the market liquidity for our common shares.

Additionally, the program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities.

There can be no assurance that any share repurchases will enhance long-term shareholder value, and the market price of our common shares may decline below the levels at which we repurchased common shares.

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

What changed 10-K

Item 1A. Risk Factors