AquaBounty Technologies(AQB) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Presents the company's unaudited interim financial statements and management's analysis of financial condition and results of operations Item 1. Financial Statements Presents the unaudited condensed consolidated financial statements for the period ended June 30, 2025, reflecting discontinued operations - AquaBounty Technologies, Inc is classified as a 'smaller reporting company' and a 'non-accelerated filer'[5] - As of August 4, 2025, the registrant had 3,877,695 shares of common stock outstanding[6] - The unaudited interim condensed consolidated financial statements are prepared in conformity with GAAP and include all necessary recurring adjustments for fair presentation[25] - The Indiana Farm and Canadian Farms have been designated as discontinued operations retrospectively for all periods presented[26] Condensed Consolidated Balance Sheets Details the company's assets, liabilities, and stockholders' equity as of June 30, 2025, compared to December 31, 2024 Condensed Consolidated Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $729,569 | $230,362 | | Prepaid expenses and other current assets | $3,115,868 | $292,018 | | Current assets held for sale | $100,000 | $10,819,909 | | Total current assets | $3,945,437 | $11,342,289 | | Total assets | $26,650,968 | $34,061,798 | | Accounts payable and accrued liabilities | $3,317,732 | $10,104,853 | | Current debt | $8,505,992 | $1,261,039 | | Current liabilities held for sale | $211,173 | $3,830,041 | | Total current liabilities | $13,029,222 | $16,201,548 | | Total liabilities | $13,037,043 | $18,221,088 | | Total stockholders' equity | $13,613,925 | $15,840,710 | Condensed Consolidated Statements of Operations and Comprehensive Loss Summarizes revenues, expenses, and resulting net loss for the three and six months ended June 30, 2025 Operating Results (Three Months Ended June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Sales and marketing | $0 | $79,702 | -$79,702 | -100% | | Research and development | $0 | $76,766 | -$76,766 | -100% | | General and administrative | $1,768,596 | $3,138,502 | -$1,369,906 | -44% | | Asset impairment, net | $1,525,752 | $26,264,943 | -$24,739,191 | -94% | | Operating loss | $(3,294,348) | $(29,559,913) | +$26,265,565 | -89% | | Loss from continuing operations | $(3,387,912) | $(30,529,825) | +$27,141,913 | -89% | | Income (loss) from discontinued operations | $14,875 | $(19,984,416) | +$19,999,291 | -100% | | Net loss | $(3,373,037) | $(50,514,241) | +$47,141,204 | -93% | | Basic and diluted net loss per share | $(0.87) | $(13.08) | +$12.21 | -93% | Operating Results (Six Months Ended June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Sales and marketing | $6,613 | $143,335 | -$136,722 | -96% | | Research and development | $0 | $150,616 | -$150,616 | -100% | | General and administrative | $3,329,032 | $5,527,736 | -$2,198,704 | -40% | | Asset impairment, net | $1,218,866 | $26,264,943 | -$25,046,077 | -95% | | Operating loss | $(4,554,511) | $(32,086,630) | +$27,532,119 | -86% | | Other income (expense) | $1,776,363 | $(1,153,600) | +$2,929,963 | -254% | | Loss from continuing operations | $(2,778,148) | $(33,240,230) | +$30,462,082 | -92% | | Loss from discontinued operations | $(193,754) | $(28,432,259) | +$28,238,505 | -99% | | Net loss | $(2,971,902) | $(61,672,489) | +$58,700,587 | -95% | | Basic and diluted net loss per share | $(0.77) | $(16.00) | +$15.23 | -95% | Condensed Consolidated Statements of Changes in Stockholders' Equity Outlines the changes in stockholders' equity for the six months ended June 30, 2025 - Total stockholders' equity decreased from $15,840,710 at December 31, 2024, to $13,613,925 at June 30, 2025[17] - The accumulated deficit increased from $(369,772,538) at December 31, 2024, to $(372,744,440) at June 30, 2025[17] - Net loss for the six months ended June 30, 2025, was $(2,971,902)[17] Condensed Consolidated Statements of Cash Flows Details the sources and uses of cash from operating, investing, and financing activities for H1 2025 Cash Flow Summary (Six Months Ended June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(3,910,047) | $(8,741,616) | +$4,831,569 | -55% | | Net cash provided by (used in) investing activities | $4,632,679 | $(1,850,802) | +$6,483,481 | -350% | | Net cash (used in) provided by financing activities | $(232,194) | $2,121,825 | -$2,354,019 | -111% | | Net change in cash and cash equivalents | $499,207 | $(8,475,530) | +$8,974,737 | -106% | | Cash and cash equivalents at end of period | $729,569 | $728,339 | +$1,230 | +0.17% | - Net cash used in operating activities decreased by 55% due to reductions in personnel, farm operating costs, depreciation charges, and share-based compensation[94] - Investing activities shifted from a net use of cash to a net provision of cash, primarily due to proceeds from asset sales[95] Notes to the condensed consolidated financial statements Provides detailed explanations of the accounting policies and financial statement line items Note 1. Nature of Business and Organization Details the company's strategic shift from farm construction to asset sales after pausing the Ohio Farm Project - The company paused construction of its 10,000 metric ton Ohio Farm Project in June 2023 due to substantial cost increases and impaired ability to pursue municipal bond financing[21] - Strategic asset sales include the Indiana Farm (July 2024), selected Ohio Equipment Assets (2024-H1 2025), and the Canadian subsidiary (March 2025), including broodstock farms and intellectual property[21] - The primary remaining asset is the investment in the Ohio Farm Project, consisting of remaining Ohio Equipment Assets and the Ohio Farm Site (land and construction in process)[21] Note 2. Going Concern Uncertainty Highlights substantial doubt about the company's ability to continue operations due to cumulative losses and low cash reserves - The company has incurred cumulative net losses of $373 million since inception and expects future net losses[22] - As of June 30, 2025, cash and cash equivalents totaled $730 thousand[22] - Substantial doubt exists about the company's ability to continue as a going concern within one year, dependent on raising additional capital or selling assets[23] Note 3. Basis of Presentation Describes the preparation of the unaudited interim financial statements in conformity with GAAP and the reclassification of discontinued operations - The unaudited interim condensed consolidated financial statements are prepared in conformity with GAAP and reflect all normal recurring adjustments[25] - The Indiana Farm and Canadian Farms have been designated as discontinued operations retrospectively for all periods presented[26] - All potential dilutive securities (stock options, unvested stock awards) are considered anti-dilutive and excluded from the calculation of diluted net loss per share for all periods presented[27] Note 4. Risks and Uncertainties Outlines key operational risks, including securing additional cash and realizing asset values, and credit risk mitigation strategies - Key risks include the timing of securing additional cash, the realization of asset values, and stockholder approval of management plans[31] - Credit risk from cash and cash equivalents is mitigated by maintaining balances with highly rated financial institutions and investing in cash equivalents with maturities of less than 90 days[32] Note 5. Discontinued Operations and Assets Held for Sale Details the sale of the Indiana and Canadian farms and the valuation of remaining assets held for sale - The Indiana Farm was sold in July 2024 for $9.5 million (net of $305k transaction expenses)[33] - The Canadian Farms were sold in March 2025 for $5.2 million, including the assumption of $3.2 million in outstanding loans (net of $216k transaction expenses)[33] - During the six months ended June 30, 2025, the company sold Ohio Equipment Assets for gross proceeds of $5.0 million and recorded a non-cash impairment charge of $1.2 million, valuing remaining assets at $100 thousand[34] Income (Loss) from Discontinued Operations (Six Months Ended June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Revenue | $0 | $657,450 | | Operating income (loss) | $(176,486) | $(28,381,595) | | Income (loss) from discontinued operations | $(193,754) | $(28,432,259) | Note 6. Prepaid and Other Current Assets Shows a significant increase in prepaid and other current assets due to the recognition of new receivables Prepaid and Other Current Assets (June 30, 2025 vs. December 31, 2024) | Classification | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Receivables | $2,473,205 | $0 | | Prepaid insurance | $580,094 | $203,999 | | Prepaid other | $62,569 | $88,019 | | Total | $3,115,868 | $292,018 | Note 7. Property, Plant and Equipment Reports stable net property, plant, and equipment values, primarily consisting of the Ohio Farm Site land and construction - Depreciation expense was $0 for the six months ended June 30, 2025, compared to $715 thousand for the same period in 2024[39] - The company recorded non-cash impairment charges of $101.9 million against continuing operations during 2024 related to Ohio Farm Project property, plant and equipment[40] Property, Plant and Equipment, Net (June 30, 2025 vs. December 31, 2024) | Classification | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Land | $641,345 | $641,345 | | Construction in process | $22,026,655 | $22,026,655 | | Total property and equipment | $22,668,000 | $22,668,000 | | Less accumulated depreciation and amortization | $0 | $0 | | Property, plant and equipment, net | $22,668,000 | $22,668,000 | Note 8. Debt Details the increase in total debt due to the conversion of accounts payable into a secured Vendor Note - The Atlantic Canada Opportunities Agency (ACOA) terminated and forgave an outstanding loan of C$2.9 million ($2.0 million) in February 2025[42] - On June 11, 2025, the company converted $7.4 million of outstanding accounts payable into a secured Vendor Note with an 8% interest rate and a 12-month term (first six months interest-free)[45] - The Term Note was in default at June 30, 2025, but was subsequently amended on July 22, 2025, to alter the timing of remaining payments, bringing the company into compliance[43][44][65] Total Debt (June 30, 2025 vs. December 31, 2024) | Debt Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | ACOA AIF Grant | $0 | $1,996,558 | | Term Note | $1,119,757 | $1,261,039 | | Vendor Note | $7,386,235 | $0 | | Total debt | $8,505,992 | $3,257,597 | Note 9. Leases Shows a decrease in operating lease assets and liabilities, with a weighted average remaining lease term of 1.3 years - Operating lease expense for the six months ended June 30, 2025, was $15,740, down from $23,876 for the same period in 2024[48] Operating Lease Liabilities (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Operating lease right-of-use assets, net | $37,531 | $51,509 | | Total operating lease liabilities | $37,531 | $51,509 | | Weighted average remaining lease term | 1.3 years | 1.8 years | | Weighted average discount rate | 8% | 8% | Note 10. Stockholders' Equity Reports the status of stock awards and options, noting all unvested stock awards were vested or forfeited by June 30, 2025 - Unvested stock awards decreased from 12,567 shares at December 31, 2024, to 0 shares at June 30, 2025, due to vesting and forfeiture[50] - Stock options outstanding decreased to 46,495 at June 30, 2025, from 64,905 at December 31, 2024, with a weighted average exercise price of $40.41[51] - Total share-based compensation expensed for the six months ended June 30, 2025, was $57 thousand ($33k for stock awards and $24k for stock options)[50][52] Note 11. Commitments and Contingencies States that management believes current legal proceedings will not materially and adversely affect the company's financial position - The company accrues contingent liabilities when it is probable that future expenditures will be made and can be reasonably estimated[53] - Management believes that the final disposition of existing legal matters will not have a material adverse effect on the company's financial position or results of operations[54] Note 12. Segment Reporting Confirms the company operates as a single segment and uses 'net cash expenditures' as its key non-GAAP performance measure - The company has a single operating and reportable segment[56] - Management uses 'net cash expenditures' (a non-GAAP measure) as the key performance measure, focusing on overall cash expenditures and liquidity[57][58][59] Net Cash Expenditures (Six Months Ended June 30, 2025 vs. 2024) | Segment | June 30, 2025 ($ thousands) | June 30, 2024 ($ thousands) | | :--- | :--- | :--- | | Corporate | $2,571 | $4,959 | | Indiana farm | $83 | $3,091 | | Ohio farm | $585 | $2,002 | | Canadian operations | $272 | $2,356 | | Net cash expenditures | $3,511 | $12,408 | Note 13. Income Taxes Explains that no income taxes were recorded due to forecasted losses and a full valuation allowance on deferred tax assets - The company reported a net loss for the six months ended June 30, 2025, and forecasts losses for the remainder of the year, resulting in no federal or state income taxes recorded[61] - A full valuation allowance has been applied to deferred tax assets due to the company's history of losses and the uncertainty of generating sufficient future taxable income[62] Note 14. Subsequent Events Discloses a post-period amendment to a secured Term Note that brought the company back into compliance after a default - On July 22, 2025, the company executed an amendment to its secured Term Note, establishing a new payment schedule and bringing the company into compliance after a prior default[65] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Analyzes financial results, liquidity, and capital resources, focusing on the strategic shift to asset sales and cost reduction - The company has shifted its growth strategy from large-scale recirculating aquaculture system (RAS) farms to prioritizing core assets and pursuing funding and strategic alternatives[67] - As of June 30, 2025, the company had an accumulated deficit of $373 million and $730 thousand in cash and cash equivalents[69] - The company's ability to continue as a going concern is dependent on raising additional capital, which creates substantial doubt about its future operations[69][97] Overview - Construction of the Ohio Farm Project was paused in June 2023 due to increasing costs and inability to secure municipal bond financing[67] - The company sold its Indiana Farm (July 2024), Canadian subsidiary (March 2025), and selected Ohio Equipment Assets (2024-H1 2025)[67] - The Ohio Farm Project (remaining Ohio Equipment Assets, land, and construction in process) is the primary remaining asset, with strategic options being explored[67] Discontinued Operations - The Indiana Farm (sold July 2024) and Canadian Farms (sold March 2025) have been designated as discontinued operations[68] Financial Overview - The company has significantly reduced headcount and ongoing operating costs following the winding down of fish rearing operations[69] - As of June 30, 2025, the company had an accumulated deficit of $373 million and $730 thousand in cash and cash equivalents[69] - New funding is required for working capital, and the ability to continue as a going concern is dependent on raising additional capital[69] Sales and Marketing Expenses - Sales and marketing expenses were $0 for the three months ended June 30, 2025, due to the sale of the Indiana Farm and Canadian Farms[70][78] - Sales and marketing expenses for the six months ended June 30, 2025, decreased by 96% compared to the prior year, due to reductions in personnel costs and program spending[85] Research and Development Expenses - There were no research and development expenses for the three or six months ended June 30, 2025, following the sale of the Canadian Farms[71][79][86] General and Administrative Expenses - General and administrative expenses decreased by 44% for the three months ended June 30, 2025, and by 40% for the six months ended June 30, 2025, compared to the prior year[77][84] - The decrease is attributed to reductions in personnel costs, legal fees, share-based compensation, professional fees, audit fees, and travel[80][87] - The company expects further decreases in general and administrative expenses due to reduced operations[72] Asset Impairment, Net - A non-cash impairment charge of $1.2 million was recorded during the three and six months ended June 30, 2025, related to the remaining Ohio Equipment Assets[81][88] - Ohio Equipment Assets were sold for net proceeds of $2.4 million during Q2 2025 and $4.7 million during H1 2025[81][88] - The value of the remaining Ohio Equipment Assets was concluded to be $100 thousand as of June 30, 2025[81][88] Other Income (Expense), Net - Other income for the six months ended June 30, 2025, was $1.78 million, primarily due to the forgiveness of an outstanding loan ($2.0 million) and interest income[16][75][89] - Other expense for the three months ended June 30, 2025, was $(94) thousand, a 90% decrease from $(970) thousand in the prior year[77] Loss from Discontinued Operations - Income from discontinued operations for the three months ended June 30, 2025, was a small gain of $15 thousand, related to the Indiana Farm[83] - Loss from discontinued operations for the three months ended June 30, 2024, was $(19.98) million, encompassing all operating costs of the Indiana and Canadian Farms[83] - Loss from discontinued operations for the six months ended June 30, 2025, was $(194) thousand, a 99% reduction from $(28.43) million in the prior year[84][90] Results of Operations - Net loss for the three months ended June 30, 2025, was $(3.37) million, a 93% reduction from $(50.51) million in the prior year[77] - Net loss for the six months ended June 30, 2025, was $(2.97) million, a 95% reduction from $(61.67) million in the prior year[84] - Operating loss for Q2 2025 decreased by 89% YoY, and for H1 2025 decreased by 86% YoY, primarily due to reduced asset impairment charges and operating expenses[77][84] Comparison of the three months ended June 30, 2025, to the three months ended June 30, 2024 Operating Results (Three Months Ended June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Dollar Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Sales and marketing | $0 | $80 | $(80) | (100)% | | Research and development | $0 | $77 | $(77) | (100)% | | General and administrative | $1,768 | $3,138 | $(1,370) | (44)% | | Asset impairment, net | $1,526 | $26,265 | $(24,739) | (94)% | | Operating loss | $(3,294) | $(29,560) | $26,266 | (89)% | | Other expense | $(94) | $(970) | $876 | (90)% | | Loss from continuing operations | $(3,388) | $(30,530) | $27,142 | (89)% | | Income (loss) from discontinued operations | $15 | $(19,984) | $19,999 | (100)% | | Net loss | $(3,373) | $(50,514) | $47,141 | (93)% | Comparison of the six months ended June 30, 2025, to the six months ended June 30, 2024 Operating Results (Six Months Ended June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Dollar Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Sales and marketing | $6 | $143 | $(137) | (96)% | | Research and development | $0 | $151 | $(151) | (100)% | | General and administrative | $3,329 | $5,528 | $(2,199) | (40)% | | Asset impairment, net | $1,219 | $26,265 | $(25,046) | (95)% | | Operating loss | $(4,554) | $(32,087) | $27,533 | (86)% | | Other income (expense) | $1,776 | $(1,153) | $2,929 | (254)% | | Loss from continuing operations | $(2,778) | $(33,240) | $30,462 | (92)% | | Loss from discontinued operations | $(194) | $(28,432) | $28,238 | (99)% | | Net loss | $(2,972) | $(61,672) | $58,700 | (95)% | Cash Flows - Net cash used in operating activities decreased by 55% due to reductions in personnel, farm operating costs, depreciation charges, and share-based compensation[94] - Net cash provided by investing activities significantly increased to $4.6 million for H1 2025, primarily from asset sales, compared to a net use of $1.85 million in H1 2024[95] Cash Flow Summary (Six Months Ended June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | Dollar Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net cash (used in) provided by: Operating activities | $(3,910) | $(8,742) | $4,832 | (55)% | | Investing activities | $4,632 | $(1,851) | $6,483 | (350)% | | Financing activities | $(232) | $2,122 | $(2,354) | (111)% | | Effect of exchange rate changes on cash | $9 | $(5) | $14 | (280)% | | Net change in cash | $499 | $(8,476) | $8,975 | (106)% | Cash Flows from Operating Activities - Net cash used in operating activities for H1 2025 was $(3.91) million, primarily from a $3.0 million net loss and $206 thousand in working capital uses, partially offset by non-cash items[93] - Net cash used in operating activities for H1 2024 was $(8.74) million, primarily from a $61.7 million net loss, partially offset by non-cash charges and working capital sources[93] Cash Flows from Investing Activities - The company received $4.6 million from asset sales during the six months ended June 30, 2025[95] - In the prior year, the company spent $2.0 million on construction and equipment purchases and received $149 thousand from asset sales[95] Cash Flows from Financing Activities - The company made $232 thousand in debt repayments during the six months ended June 30, 2025[96] - In the prior year, the company received $5.1 million from new debt and made $3.0 million in debt repayments[96] Future Capital Requirements - The company has incurred cumulative net losses and negative cash flows from operating activities since inception and expects this to continue[97] - As of June 30, 2025, the company had $730 thousand in cash and cash equivalents, raising substantial doubt about its ability to continue as a going concern[97] - The company plans to continue selling available Ohio Equipment Assets to increase cash liquidity[99] - Future financing may involve sales of non-core assets, equity offerings, debt financings, or strategic alliances, which could lead to dilution or restrictive covenants[100] Critical Accounting Policies and Estimates - There have been no material changes to the company's critical accounting policies and estimates during the six months ended June 30, 2025[103] Smaller Reporting Company Status - The company qualifies as a 'smaller reporting company' with a market value of non-affiliate stock less than $700 million and annual revenue less than $100 million[104] - As a smaller reporting company, it can rely on exemptions from certain disclosure requirements, such as presenting two most recent fiscal years of audited financial statements and reduced executive compensation disclosures[105] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk exposure is interest rate risk from its fixed-rate debt, while foreign currency risk is now minimal - The company's primary exposure to market risk is interest rate risk associated with its fixed-rate debt financing[107] - Interest-bearing debt for continuing operations was $7.4 million at June 30, 2025, compared to $1.3 million at December 31, 2024[107] - The company does not expect to incur foreign translation gains or losses in the future due to the sale of its Canadian subsidiary[108] Interest Rate Risk - All of the company's interest-bearing debt is at fixed rates[107] Foreign Currency Exchange Risk - The company's functional currency is the U.S. Dollar[108] - Foreign currency translation gains or losses are no longer expected after the sale of the Canadian subsidiary[108] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control - As of June 30, 2025, the company's disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level[109] - There have been no material changes in internal control over financial reporting for the three months ended June 30, 2025[110] Disclosure Controls and Procedures - Disclosure controls and procedures are designed to ensure timely recording, processing, summarizing, and reporting of information required by SEC rules[109] Changes in Internal Control Over Financial Reporting - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[110] PART II. OTHER INFORMATION Covers legal proceedings, risk factors, and other required corporate disclosures Item 1. Legal Proceedings Discloses two legal proceedings in Ohio related to unpaid construction services and equipment orders for the Ohio Farm Project - Gilbane Building Company filed a complaint in February 2025 seeking $1.5 million for unpaid construction services at the Ohio Farm Project, and this liability has been recorded[111] - Buckeye Power Sales Co Inc filed a complaint in June 2025 seeking $930 thousand plus interest for an ordered switch gear; this liability has not been recorded as the items were not shipped[112] - Management believes other legal proceedings will not have a material adverse effect on the company's future business, consolidated results of operations, cash flows, or financial position[113] Item 1A. Risk Factors Highlights key risks including a history of net losses, going concern uncertainty, and potential delisting from Nasdaq - The company has a history of cumulative net losses ($373 million) and expects to incur additional losses, raising substantial doubt about its ability to continue as a going concern[117][118] - Delays and defects may prevent the commencement of Ohio Farm Project operations, potentially increasing costs or making it unprofitable[119] - The company faces a risk of delisting from Nasdaq due to its common stock trading below $1.00 per share, though it has been granted an extension until January 12, 2026, to regain compliance[120] - Delisting from Nasdaq could impair liquidity, reduce market quotations, limit news coverage, and decrease the ability to issue additional securities or obtain financing[120][121] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds during the period - No unregistered sales of equity securities or use of proceeds occurred during the period[122] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the period - No defaults upon senior securities occurred during the period[123] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable to the company[124] Item 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three months ended June 30, 2025[125] Item 6. Exhibits Lists the exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and XBRL-related documents - Exhibits include certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[128] - XBRL instance, taxonomy extension schema, calculation linkbase, label linkbase, presentation linkbase, and definition linkbase documents are included[128] Signatures Provides the official sign-off on the report by the company's authorized officer - The report was signed on August 5, 2025, by David A Frank, Interim Chief Executive Officer, Chief Financial Officer, and Treasurer[132]