DatChat(DATS) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the unaudited consolidated financial information for Myseum, Inc. and its subsidiaries Item 1. Financial Statements This section presents the unaudited consolidated financial statements for Myseum, Inc. and its subsidiaries, including balance sheets, statements of operations and comprehensive loss, statements of changes in stockholders' equity, and statements of cash flows for the periods ended June 30, 2025 and 2024 Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and stockholders' equity as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :-------------------------------- | :-------------------------- | :------------------ | | ASSETS | | | | Cash and cash equivalents | $407,888 | $1,196,699 | | Short-term investments, at fair value | $5,306,701 | $2,952,512 | | Total Current Assets | $5,787,155 | $4,288,022 | | Capitalized internal-use software, net | $1,224,641 | $1,050,000 | | Total Assets | $7,449,501 | $5,371,458 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total Current Liabilities | $644,258 | $630,311 | | Total Liabilities | $838,987 | $630,311 | | Total Stockholders' Equity | $6,610,514 | $4,741,147 | | Total Liabilities and Stockholders' Equity | $7,449,501 | $5,371,458 | Consolidated Statements of Operations and Comprehensive Loss This statement details the company's revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Revenues | $78 | $151 | $161 | $282 | | Total operating expenses | $1,406,906 | $1,267,254 | $3,067,435 | $2,930,804 | | Loss from Operations | $(1,406,828) | $(1,267,103) | $(3,067,274) | $(2,930,522) | | Net Loss | $(1,357,189) | $(1,204,108) | $(2,976,299) | $(2,765,915) | | Net Loss Attributable to Common Shareholders | $(1,216,872) | $(983,247) | $(2,690,068) | $(2,121,059) | | Basic and Diluted EPS | $(0.29) | $(0.33) | $(0.65) | $(0.73) | - Net revenues decreased significantly for both the three-month period (48.3% YoY) and six-month period (42.9% YoY) ended June 30, 2025, indicating a substantial decline in subscription revenue[15] - Total operating expenses increased by 11.0% for the three months and 4.7% for the six months ended June 30, 2025, contributing to a larger operating loss[15] - Net loss attributable to common shareholders increased by 23.8% for the three months and 26.8% for the six months ended June 30, 2025, despite a slight improvement in basic and diluted EPS due to a higher weighted average number of common shares outstanding[15] Consolidated Statements of Changes in Stockholders' Equity This statement outlines the changes in the company's equity components, including additional paid-in capital and accumulated deficit, for the period ended June 30, 2025 | Metric | December 31, 2024 ($) | June 30, 2025 ($) | | :-------------------------------- | :------------------ | :------------ | | Total Stockholders' Equity | $4,741,147 | $6,610,514 | | Additional Paid-in Capital | $59,649,645 | $64,676,721 | | Accumulated Deficit | $(52,373,248) | $(55,063,316) | | Noncontrolling Interest | $(2,137,789) | $(2,605,550) | - Total stockholders' equity increased from $4.74 million at December 31, 2024, to $6.61 million at June 30, 2025, primarily driven by an increase in additional paid-in capital from common stock issuance[17] - The accumulated deficit continued to grow, reaching $(55,063,316) by June 30, 2025, reflecting ongoing net losses[17] Consolidated Statements of Cash Flows This statement reports the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Used in Operating Activities | $(2,610,978) | $(2,550,384) | | Net Cash Provided by (Used in) Investing Activities | $(2,533,305) | $527,769 | | Net Cash Provided by Financing Activities | $4,355,472 | $1,656,771 | | Net Decrease in Cash and Cash Equivalents | $(788,811) | $(365,844) | | Cash and Cash Equivalents - end of period | $407,888 | $587,518 | - Net cash used in operating activities increased slightly to $(2,610,978) for the six months ended June 30, 2025, compared to $(2,550,384) in the prior year[21] - Investing activities shifted from providing $527,769 in cash in 2024 to using $(2,533,305) in 2025, primarily due to increased purchases of short-term investments and capitalization of internal-use software[21] - Financing activities provided significantly more cash in 2025 ($4,355,472) compared to 2024 ($1,656,771), mainly from the sale of common stock[21] Notes to Unaudited Consolidated Financial Statements This section provides detailed explanations of the company's organization, significant accounting policies, and specific financial statement line items NOTE 1 – Organization and Business Overview This note describes Myseum, Inc.'s corporate history, business segments, and recent strategic acquisitions and divestitures - Myseum, Inc. (formerly Dat Chat, Inc.) was incorporated in Nevada on December 4, 2014, and changed its name to Myseum, Inc. on August 7, 2025[23] - The company operates in cybersecurity and social media, focusing on privacy protection with its flagship product, DatChat Messenger & Private Social Network[23] - Myseum has expanded into developing 'Myseum,' a social network and multi-media storage platform, and acquired RPM Interactive, Inc. in October 2024, shifting its subsidiary's focus to AI-generated publishing for gaming apps and podcasts[23][29] - RPM Interactive, a majority-owned subsidiary, underwent several name changes and ownership adjustments, including VR Interactive LLC (a related party) becoming a 25% non-controlling interest[24][26] - The company deconsolidated Metabizz, LLC and Metabizz SAS on March 31, 2024, ceasing business with them and directly paying technology professionals[27] - On August 27, 2024, Myseum acquired RenAI Software and domain names from Judaopta LLC in exchange for 8,000,000 restricted shares of RPM Interactive common stock[28] NOTE 2 – Summary of Significant Accounting Policies This note details the accounting principles and methods used in preparing the financial statements, including consolidation, revenue recognition, and cash flow presentation - The financial statements are prepared in accordance with U.S. GAAP for interim financial information, with certain information condensed or omitted as permitted[31][32] - The Company consolidates wholly-owned and majority-owned subsidiaries, and Variable Interest Entities (VIEs) where it is the primary beneficiary, including Myseum, Inc., DatChat Patents II, LLC, and RPM Interactive (as a VIE after August 27, 2024)[33] - Metabizz, LLC and Metabizz SAS were deconsolidated on March 31, 2024, resulting in a gain on deconsolidation of $107 for the six months ended June 30, 2024[34][40] - Noncontrolling interests are treated as a separate component of equity, with losses allocated to them even if resulting in a deficit balance. As of June 30, 2025, the aggregate noncontrolling interest deficit amounted to $2,605,550[35][37] - RPM Interactive was determined to be a VIE as of August 27, 2024, with Myseum retaining approximately 34.0% ownership as of June 30, 2025, and consolidating its assets and liabilities[41] - The Company had cash and cash equivalents of $407,888 and working capital of $5.14 million as of June 30, 2025, and believes these resources, along with recent financing, will be sufficient for the next twelve months[43][174] - Revenue is recognized from subscription fees for the messaging application, with lifetime subscriptions recognized over an estimated useful life of 12 months[60] Research and Development Expenses | Period | 2025 ($) | 2024 ($) | | :-------------------- | :----- | :----- | | Three Months Ended June 30 | $5,000 | $226,058 | | Six Months Ended June 30 | $11,000 | $459,976 | - Research and development expenses decreased significantly by 97.8% for the three months and 97.6% for the six months ended June 30, 2025, as the company ceased development of its Metaverse software[61][166] - The Company adopted ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, effective for fiscal years beginning after December 15, 2026, but does not expect a material impact[75] NOTE 3 – Short-Term Investments This note provides information on the company's short-term investments, primarily U.S. Treasury zero coupon bills, and their fair value classification | Investment Type | June 30, 2025 Fair Value ($) | December 31, 2024 Fair Value ($) | | :------------------------ | :------------------------- | :--------------------------- | | US Treasury zero coupon bills | $5,306,701 | $2,952,512 | | Total short-term investments | $5,306,701 | $2,952,512 | - Short-term investments, consisting solely of highly rated U.S. Treasury zero coupon bills, increased by 79.7% from $2.95 million at December 31, 2024, to $5.31 million at June 30, 2025[78] - These investments mature between August 2025 to February 2026 and are classified as available-for-sale, recorded at fair value (Level 1 measurements)[49][51][78] NOTE 4 – Property and Equipment This note details the composition and net book value of the company's property and equipment, along with depreciation expenses | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------- | :------------ | :------------------ | | Furniture and fixture | $56,575 | $56,575 | | Computer equipment | $44,065 | $39,590 | | Leasehold improvements | $4,350 | $4,350 | | Less: accumulated depreciation | $(78,288) | $(67,079) | | Net Property and Equipment | $26,702 | $33,436 | - Net property and equipment decreased by 20.1% from $33,436 at December 31, 2024, to $26,702 at June 30, 2025[79] - Depreciation expense for the three months ended June 30, 2025, was $5,568 (vs. $5,782 in 2024), and for the six months was $11,209 (vs. $11,565 in 2024)[79] NOTE 5 – Internal-Use Software This note describes the capitalization of internal-use software development costs and the acquisition of RPM Florida's software assets | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------- | :------------ | :------------------ | | Internal-use software, net | $1,224,641 | $1,050,000 | - Net internal-use software increased by 16.6% from $1.05 million at December 31, 2024, to $1.22 million at June 30, 2025[80] - During the six months ended June 30, 2025, the Company capitalized $174,641 in software development costs as projects were in the application development stage[82] - On October 29, 2024, RPM Interactive acquired 100% of RPM Florida's shares for $1.05 million, which was treated as an asset acquisition (internal-use software) as RPM Florida had no operations or employees[80] - No amortization of intangible assets was recorded for the three and six months ended June 30, 2025, as the internal-use software has not yet been placed in service[82] NOTE 6 – Operating Lease Right-of-Use Assets and Operating Lease Liabilities This note outlines the company's operating lease arrangements, including right-of-use assets, lease liabilities, and related rent expenses - On April 24, 2025, the Company amended its facility lease, relocating and reducing square footage, resulting in new right-of-use assets and operating lease liabilities of $244,793[83][84] - The new lease term commenced May 1, 2025, and expires May 31, 2029, with a monthly base rent of $6,417, subject to annual 3% increases[83] | Metric | June 30, 2025 ($) | | :-------------------------------- | :------------ | | Right-of-use asset, net | $234,475 | | Total operating lease liability | $241,231 | | Current portion of lease liability | $46,502 | | Long term portion of lease liability | $194,729 | - Rent expense for the six months ended June 30, 2025, was $48,023, an increase from $45,447 in 2024[83] NOTE 7 – Related Party Transactions This note discloses transactions and relationships with related parties, including executive compensation and ownership interests in subsidiaries - The wife of Myseum's CEO, Darin Myman, was employed as an executive secretary, earning $36,000 for the six months ended June 30, 2025 and 2024[88] - VR Interactive LLC, 45% owned by Darin Myman and 3.75% by Peter Shelus (CTO/Director), purchased 8,000,000 shares of RPM Interactive from Metabizz shareholders for $120,000 on January 10, 2024, making VR Interactive a 25% non-controlling interest in RPM Interactive[89] NOTE 8 – Stockholders' Equity This note details the company's capital structure, including authorized shares, equity incentive plans, common stock offerings, and stock-based compensation - The authorized capital stock consists of 200,000,000 shares, with 180,000,000 common shares and 20,000,000 preferred shares[90] - The 2021 Omnibus Equity Incentive Plan was amended on August 6, 2025, to increase reserved shares to 1,000,000 from 600,000[91] - Series A Preferred Stock has no shares outstanding. Series B Preferred Stock (2,000,000 shares issued for $1,000) carries 10 votes per share for specific matters (Authorized Stock Increase) and is redeemable for $10[92][93][95][97] - In January 2025, the Company completed an offering of 1,200,000 common shares at $4.25 per share, generating net proceeds of $4.53 million, and issued warrants to the placement agent for 60,000 shares[105] - The Company entered into an Equity Sales Agreement with Benchmark to sell up to $6 million of common shares through an 'at the market offering' program, with a commission rate of 4.0% (reducible to 3% for sales over $1 million)[106][107] - The 2023 Stock Repurchase Program authorized up to $2 million in common stock repurchases; 66,945 shares were purchased for $397,969 in 2023, with no further repurchases in the six months ended June 30, 2025 or 2024[109] - Stock options granted in 2025 included 260,000 options on January 14 (exercise price $5.50) and 65,000 options on June 8 (exercise price $4.00), valued using a Black-Scholes model[114][115] Stock Option Activity (Six Months Ended June 30, 2025) | Metric | Number of Options | Weighted Average Exercise Price ($) | | :------------------------------------ | :---------------- | :------------------------------ | | Balance on December 31, 2024 | 114,570 | $126.92 | | Granted | 325,000 | $5.20 | | Cancelled | (12,750) | $(34.07) | | Balance on June 30, 2025 | 426,820 | $36.94 | | Options exercisable on June 30, 2025 | 106,820 | $132.06 | | Weighted average fair value of options granted | - | $4.30 | - Stock-based compensation expense related to stock options amounted to $313,666 for the six months ended June 30, 2025, with $1.07 million remaining to be expensed over future vesting periods[118] Common Stock Warrants Activity (Six Months Ended June 30, 2025) | Metric | Number of Warrants | Weighted Average Exercise Price ($) | | :------------------------------------ | :----------------- | :------------------------------ | | Balance on December 31, 2024 | 67,385 | $49.80 | | Granted | 60,000 | $4.25 | | Balance on June 30, 2025 | 127,385 | $28.35 | | Warrants exercisable on June 30, 2025 | 127,385 | $28.35 | NOTE 9 – Commitments and Contingencies This note describes the company's contractual commitments, including executive employment agreements and the Ambassador Program - Myseum's CEO, Darin Myman, has an employment agreement with an annual base salary of $450,000 and a potential annual bonus of up to $350,000. He received a bonus of $350,000 in 2025 and $300,000 in 2024[124][125] - RPM Interactive entered into employment agreements with Michael Mathews (CEO), W. David Linsley (CFO), and Daniel Warren (CTO), effective upon its IPO, with annual base salaries of $300,000, $60,000, and $250,000, respectively, plus potential bonuses and severance provisions[126][129][131] - The Company initiated an 'Ambassador Program' to reward early investors, with a maximum estimated total potential distribution of $86,246. As of June 30, 2025, $9,817 was recorded as settlement expense, and $21,722 was paid, with an accrued balance of $64,523[133] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operational results for the three and six months ended June 30, 2025 and 2024 Overview This section provides a general business description of Myseum, Inc., its core products, and strategic shifts in its subsidiaries - Myseum, Inc. is a private messaging, cybersecurity, and social media company, with its flagship product being DatChat Messenger & Private Social Network, focusing on user privacy and control over shared information[135][136][137][138] - The company launched the Myseum social media platform, an AI-backed digital content management and storage solution for creating digital legacies[139] - Following the acquisition of RPM Interactive in October 2024, the subsidiary shifted its focus from the Habytat platform to developing AI-driven podcast and gaming technologies[135][140][142] Recent Events This section highlights significant corporate actions, including changes in subsidiary ownership and recent common stock offerings - In January 2025, Myseum returned 3,500,000 shares of RPM Interactive common stock, which were cancelled, resulting in Myseum holding approximately 34% of RPM Interactive's outstanding shares[141][143] - In January 2025, the company completed an offering of 1,200,000 common shares at $4.25 per share, raising approximately $5.1 million in gross proceeds, and issued warrants to the placement agent for 60,000 shares[144] Critical Estimates This section discusses key accounting estimates and judgments that significantly impact the financial statements, such as asset valuations and stock-based compensation - Critical estimates include assumptions for impairment of long-term assets, valuation of intangible assets, digital currencies, lease liabilities, short-term investments, deferred tax assets, fair value of VIE assets/liabilities, allocation of corporate expenses, and fair value of non-cash equity transactions[44] - The company capitalizes internal-use software costs during the application development stage, with $174,641 capitalized in the six months ended June 30, 2025, compared to expensing such costs in the prior year due to projects being in the preliminary stage[147] - Noncontrolling interests are accounted for as a separate component of equity, with losses allocated to them even if resulting in a deficit balance. The aggregate noncontrolling interest deficit was $2,605,550 as of June 30, 2025[148][150] - RPM Interactive was determined to be a Variable Interest Entity (VIE) as of August 27, 2024, due to Myseum's power to direct its activities and absorb significant losses/benefits, leading to consolidation[154] - Stock-based compensation is estimated using the Black-Scholes-Merton option-pricing model, with assumptions for fair market value, expected life, volatility, and risk-free interest rate, which involve inherent uncertainties[155] Results of Operations This section provides a detailed analysis of the company's net revenues, operating expenses, and net loss for the periods presented Net Revenues | Period | June 30, 2025 ($) | June 30, 2024 ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | | Three Months Ended | $78 | $151 | -48.3% | | Six Months Ended | $161 | $282 | -42.9% | Operating Expenses | Expense Category | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | Change (%) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Compensation and related expenses | $679,107 | $522,596 | 29.9% | $1,646,387 | $1,420,260 | 15.9% | | Marketing and advertising expenses | $72,241 | $32,883 | 119.7% | $110,503 | $67,600 | 63.5% | | Professional and consulting expenses | $410,896 | $250,274 | 64.2% | $866,380 | $503,899 | 71.9% | | Research and development | $5,000 | $226,058 | -97.8% | $11,000 | $459,976 | -97.6% | | General and administrative expenses | $239,662 | $235,443 | 1.8% | $433,165 | $479,069 | -9.6% | | Total Operating Expenses | $1,406,906 | $1,267,254 | 11.0% | $3,067,435 | $2,930,804 | 4.7% | - The significant decrease in research and development expenses (97.8% for three months, 97.6% for six months) was due to ceasing development of Metaverse software[166] - Marketing and advertising expenses increased substantially (119.7% for three months, 63.5% for six months) due to increased promotions, branding, and digital marketing strategies[163] - Professional and consulting expenses rose significantly (64.2% for three months, 71.9% for six months), driven by increases in investor relations, accounting, legal, and Edgar agent fees[164][165] Net Loss and EPS | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | Change (%) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Net Loss | $(1,357,189) | $(1,204,108) | 12.7% | $(2,976,299) | $(2,765,915) | 7.6% | | Net Loss Attributable to Common Shareholders | $(1,216,872) | $(983,247) | 23.8% | $(2,690,068) | $(2,121,059) | 26.8% | | Basic and Diluted EPS | $(0.29) | $(0.33) | -12.1% | $(0.65) | $(0.73) | -10.9% | Liquidity, Capital Resources and Plan of Operations This section assesses the company's current cash position, capital resources, and future plans to meet its operational and financial obligations - As of June 30, 2025, the company had cash and cash equivalents of $407,888, short-term investments of $5.31 million, and working capital of $5.14 million[174] - Net cash used in operating activities was $2,610,978 for the six months ended June 30, 2025[174][176] - The company expects to continue generating operating losses due to corporate overhead, R&D, and public company costs, but believes existing working capital and cash from the January 2025 offering ($4.53 million net proceeds) will cover operating needs for the next twelve months[174] Cash Flow Activities (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | Change ($) | | :-------------------------------- | :----------- | :----------- | :------- | | Operating Activities | $(2,610,978) | $(2,550,384) | $(60,594) | | Investing Activities | $(2,533,305) | $527,769 | $(3,061,074) | | Financing Activities | $4,355,472 | $1,656,771 | $2,698,701 | - Investing activities shifted from providing cash in 2024 to using a significant amount in 2025, primarily due to increased purchases of short-term investments and capitalization of internal-use software[179] - Financing activities provided substantially more cash in 2025, mainly from the sale of common stock, offsetting the cash used in operating and investing activities[181] Off-Balance Sheet Arrangements This section confirms the absence of any material off-balance sheet arrangements that could impact the company's financial condition - The company has not entered into any financial guarantees, commitments to guarantee third-party payment obligations, derivative contracts indexed to shares, or retained/contingent interests in assets transferred to unconsolidated entities[184] JOBS Act This section explains the company's status as an 'emerging growth company' under the JOBS Act and its election to use extended accounting transition periods - As an 'emerging growth company' under the JOBS Act, Myseum has elected to use extended transition periods for complying with new or revised accounting standards, which may make its financial statements not comparable to other public companies[186] - The company intends to rely on exemptions including not providing an auditor's attestation report on internal controls over financial reporting and not complying with mandatory audit firm rotation[187] - Myseum will remain an 'emerging growth company' until the earliest of reaching $1.235 billion in annual gross revenues, December 31, 2024 (fifth anniversary of IPO), issuing over $1 billion in nonconvertible debt, or becoming a large accelerated filer[187] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Myseum, Inc. is not required to provide quantitative and qualitative disclosures about market risk - Myseum, Inc. is a 'smaller reporting company' and is therefore not required to provide quantitative and qualitative disclosures about market risk[188] Item 4. Controls and Procedures This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting Evaluation of Disclosure Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to limited resources - Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, primarily due to limited resources and a small number of employees[189] Management's Report on Internal Control Over Financial Reporting This report identifies material weaknesses in internal control over financial reporting and outlines management's remediation plans - Material weaknesses in internal control over financial reporting include a lack of segregation of duties within accounting functions, insufficient multiple levels of management review on complex issues, and inadequate system and manual controls[195] - Management is committed to remediating these weaknesses by potentially hiring additional accounting/finance personnel and establishing disbursement review/approval processes[191] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[192] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings The company is not currently aware of any legal proceedings or claims that would have a material adverse effect on its business, financial condition, or operating results - The company is not currently aware of any legal proceedings or claims that would individually or in aggregate have a material adverse effect on its business, financial condition, or operating results[197] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes have occurred in the company's risk factors from those previously disclosed in its Annual Report on Form 10-K filed on March 31, 2025[198] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports no recent sales of unregistered equity securities and no common stock repurchases during the quarter ended June 30, 2025 - There were no recent sales of unregistered securities[199] - The company did not repurchase any common stock during the quarterly period ended June 30, 2025[200] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - There were no defaults upon senior securities[201] Item 4. Mine Safety Disclosures This item is not applicable to the company - This item is not applicable to the company[202] Item 5. Other Information No Rule 10b5-1 trading plans were adopted or terminated by directors or executive officers during the fiscal quarter ended June 30, 2025 - None of the company's directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the fiscal quarter ended June 30, 2025[203] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, equity incentive plans, certifications, and XBRL data files - Exhibits include the Certificate of Amendment to Amended and Restated Articles of Incorporation (Exhibit 3.1) and the Amended and Restated 2021 Omnibus Equity Incentive Plan (Exhibit 10.1)[204] - Certifications from the Principal Executive Officer and Principal Financial and Accounting Officer (Exhibits 31.1, 31.2, 32.1, 32.2) are filed or furnished[204] - Inline XBRL Instance Document and Taxonomy Extension Documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE) are included[204] Signatures This section provides the official signatures of the company's principal executive and financial officers, certifying the report's contents - The report is signed by Darin Myman, Chief Executive Officer and Director (Principal Executive Officer), and Brett Blumberg, Chief Financial Officer (Principal Financial and Accounting Officer), on August 14, 2025[208]