Cipher Mining (CIFR) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Presents unaudited condensed consolidated financial statements and notes on organization, accounting policies, financial instruments, and events Condensed Consolidated Balance Sheets | Metric | June 30, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | ASSETS | | | | Cash and cash equivalents | $1,741 | $11,927 | | Total current assets | 42,317 | 47,735 | | Property and equipment, net | 267,790 | 191,784 | | Total assets | $416,723 | $418,463 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total current liabilities | 38,695 | 40,326 | | Total liabilities | 73,513 | 75,571 | | Total stockholders' equity | 343,210 | 342,892 | Condensed Consolidated Statements of Operations | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue - bitcoin mining | $31,224 | $- | $53,119 | $- | | Cost of revenue | 15,868 | - | 24,009 | - | | General and administrative | 21,335 | 16,704 | 38,755 | 34,094 | | Depreciation | 14,412 | 8 | 26,067 | 15 | | Change in fair value of derivative asset | (3,222) | - | (8,550) | - | | Power sales | (5,651) | - | (5,749) | - | | Equity in losses of equity investees | 1,431 | 12,079 | 2,181 | 12,232 | | Realized gain on sale of bitcoin | (4,185) | - | (8,206) | - | | Impairment of bitcoin | 2,828 | 535 | 4,633 | 539 | | Other gains | - | - | (2,260) | - | | Operating loss | (11,592) | (29,326) | (17,761) | (46,880) | | Net loss | (12,701) | (29,219) | (19,302) | (46,718) | | Net loss per share - basic and diluted | $(0.05) | $(0.12) | $(0.08) | $(0.19) | | Weighted average shares outstanding - basic and diluted | 249,127,664 | 247,730,410 | 248,892,181 | 248,945,581 | Condensed Consolidated Statement of Changes in Stockholders' Equity | Metric | Common Shares (thousands) | Common Stock Amount ($) | Additional Paid-in Capital (thousands) | Accumulated Deficit (thousands) | Treasury Shares (thousands) | Treasury Stock Amount ($) | Total Stockholders' Equity (thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Six Months Ended June 30, 2023 | | | | | | | | | Balance as of January 1, 2023 | 251,095 | 251 | 453,854 | $(111,209) | (3,543) | (4) | 342,892 | | Issuance of common shares, net of offering costs | 978 | 1 | 2,744 | - | - | - | 2,745 | | Delivery of common stock under RSUs, net of tax withholding | 2,474 | 2 | (1,115) | - | (838) | - | (1,113) | | Share-based compensation | 248 | - | 17,988 | - | - | - | 17,988 | | Net loss | - | - | - | (19,302) | - | - | (19,302) | | Balance as of June 30, 2023 | 254,796 | 254 | 473,471 | $(130,511) | (4,382) | (4) | 343,210 | | Six Months Ended June 30, 2022 | | | | | | | | | Balance as of January 1, 2022 | 252,132 | 252 | 425,438 | $(72,156) | (2,852) | (3) | 353,531 | | Delivery of common stock under RSUs, net of tax withholding | 1,760 | 2 | (3,053) | - | (659) | (1) | (3,052) | | Common stock cancelled | 20 | - | - | - | - | - | - | | Warrants exercised | (2,890) | (3) | (9,997) | - | - | - | (10,000) | | Share-based compensation | - | - | 19,578 | - | - | - | 19,578 | | Net loss | - | - | - | (46,718) | - | - | (46,718) | | Balance as of June 30, 2022 | 251,001 | 251 | 431,966 | $(118,874) | (3,511) | (4) | 313,339 | Condensed Consolidated Statements of Cash Flows | Cash Flows From | Six Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2022 (thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $24,679 | $(9,932) | | Net cash used in investing activities | (34,437) | (159,815) | | Net cash used in financing activities | (428) | (3,052) | | Net decrease in cash and cash equivalents | (10,186) | (172,799) | | Cash and cash equivalents, beginning of period | 11,927 | 209,841 | | Cash and cash equivalents, end of period | $1,741 | $37,042 | Notes to Unaudited Condensed Consolidated Financial Statements NOTE 1. ORGANIZATION - Cipher Mining Inc. develops and operates industrial scale bitcoin mining data centers, with bitcoin mining as its principal revenue-generating activity. It operates four data centers in Texas, including one wholly-owned and three partially-owned through joint ventures[14][31] - As of June 30, 2023, the Company had cash and cash equivalents of $1.7 million, working capital of $3.6 million, total stockholders' equity of $343.2 million, and an accumulated deficit of $130.5 million[34] - During the six months ended June 30, 2023, the Company sold 2,063 bitcoin for approximately $52.5 million to support operating expenses[34][178] - The Company purchased 11,000 new A1346 model miners from Canaan, all delivered and installed at the Odessa Facility prior to June 30, 2023, with payments structured in monthly installments through November 2023[39][178] - Management believes existing financial resources, combined with projected cash and bitcoin inflows, will be sufficient to meet operating and capital requirements for at least 12 months[40][179] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of Cipher Mining Inc. and its controlled subsidiary, CMTI[47][48] - The Company views its operations and manages its business in one segment[52] - The adoption of ASC Topic 326, Financial Instruments – Credit Losses, on January 1, 2023, did not have a material impact on the Company's financial statements[64] NOTE 3. BITCOIN | Metric | June 30, 2023 | January 1, 2023 | | :--- | :--- | :--- | | Balance | $10,536 | $6,283 | | Bitcoin received from equity investees | 317 | - | | Revenue recognized from bitcoin mined | 52,836 | - | | Proceeds from sale of bitcoin, net of realized gain | (44,267) | - | | Impairment of bitcoin | (4,633) | - | - The fair value of the Company's bitcoin as of June 30, 2023, was approximately $12.3 million, estimated using the closing price of bitcoin (Level 1 input)[60] - Impairment charges on bitcoin holdings were approximately $4.6 million for the six months ended June 30, 2023, compared to $0.5 million for the same period in 2022[65] NOTE 4. DERIVATIVE ASSET - The Luminant Power Agreement, which supplies fixed-price electricity to the Odessa Facility, is accounted for as a derivative under ASC 815 due to the ability to sell excess electricity in the ERCOT market[61][69] - The Company earned approximately $5.7 million from power sales for both the three and six months ended June 30, 2023, by selling excess electricity in the ERCOT market[63] NOTE 5. PROPERTY AND EQUIPMENT | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Miners and mining equipment | $158,318 | $79,909 | | Leasehold improvements | 135,209 | 94,807 | | Software | 1,054 | 596 | | Office and computer equipment | 279 | 88 | | Autos | 73 | 73 | | Furniture and fixtures | 88 | 69 | | Construction-in-progress | 2,167 | 20,437 | | Total cost of property and equipment | 297,188 | 195,979 | | Less: accumulated depreciation | (29,398) | (4,195) | | Property and equipment, net | $267,790 | $191,784 | - Depreciation expense was approximately $26.1 million for the six months ended June 30, 2023, significantly higher than the immaterial amount in the prior year, primarily due to miners and leasehold improvements at the Odessa Facility being placed into service[70] - As of June 30, 2023, the Company had a total of 61,024 miners at its Odessa Facility, including MicroBT, S19j Pro, and Canaan A1346 models[71] NOTE 6. DEPOSITS ON EQUIPMENT - As of June 30, 2023, deposits on equipment totaled $1.7 million, primarily for shipping costs and peripheral cables related to the Canaan Agreement[75] - The Company utilized accumulated Bitmain credits and coupons for the majority of the purchase price for 7,200 S19j Pro miners, with no further payments due[74] NOTE 7. INVESTMENTS IN EQUITY INVESTEES - The Company uses the equity method for its 49% interest in Alborz LLC, Bear LLC, and Chief LLC (Data Center LLCs)[76] - Net losses in equity investees decreased to approximately $2.2 million for the six months ended June 30, 2023, from $12.2 million in the prior year, partly due to accretion of basis differences from miner contributions[76][77] - As of June 30, 2023, remaining basis differences totaling approximately $28.1 million had not yet been accreted[77] NOTE 8. SECURITY DEPOSITS | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Luminant Power Purchase Agreement Independent Collateral Amount | $12,554 | $12,554 | | Luminant Purchase and Sale Agreement collateral | 3,063 | 3,063 | | Operating lease security deposits | 967 | 960 | | Other deposits | 1,158 | 1,153 | | Total security deposits | $17,742 | $17,730 | NOTE 9. SUPPLEMENTAL FINANCIAL INFORMATION - Prepaid expenses and other current assets decreased from $7.3 million at December 31, 2022, to $2.3 million at June 30, 2023, primarily due to the absence of bitcoin held for a joint venture partner[82] | Category | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Taxes (primarily sales tax) | $12,929 | $18,798 | | Power costs | 3,374 | - | | Finance lease | 2,373 | 339 | | Legal settlement | 2,000 | - | | Employee compensation | 1,045 | - | | Legal fees | 376 | 215 | | Other | 649 | 1 | | Total accrued expenses and other current liabilities | $22,746 | $19,353 | NOTE 10. RELATED PARTY TRANSACTIONS - Related party receivables increased to $1.6 million as of June 30, 2023, from $1.1 million at December 31, 2022, mainly for expenses paid on behalf of Data Center LLCs[84] - The Company made direct payments of approximately $5.8 million to Paradigm for BBAC manufacturing services, reducing obligations to Bitfury USA[85] - All bitcoin held on behalf of WindHQ was liquidated and proceeds transferred during the six months ended June 30, 2023, eliminating the $1.2 million payable to WindHQ[86] NOTE 11. LEASES - The Combined Luminant Lease Agreement for the Odessa Facility's land and substation commenced November 22, 2022, with estimated total undiscounted principal payments of $15.0 million over five years, expected to begin in August 2023[91][92][188][189] - The Canaan Agreement for 11,000 miners is classified as finance leases, with a six-month lease term aligning with the final payment and title transfer in November 2023[93] | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Finance leases: Amortization of ROU assets | $1,027 | $- | $1,816 | $- | | Finance leases: Interest on lease liability | 477 | - | 878 | - | | Total finance lease expense | 1,504 | - | 2,694 | - | | Operating leases: Operating lease expense | 467 | 371 | 921 | 618 | | Operating leases: Variable lease cost | - | - | - | - | | Total operating lease expense | 467 | 371 | 921 | 618 | | Total lease expense | $1,971 | $371 | $3,615 | $618 | | Period Ended December 31, | Finance Lease (thousands) | Operating Lease (thousands) | Total (thousands) | | :--- | :--- | :--- | :--- | | Remaining Period Ended 2023 | $10,511 | $790 | $11,301 | | Year Ended 2024 | 4,068 | 1,581 | 5,649 | | Year Ended 2025 | 4,068 | 1,581 | 5,649 | | Year Ended 2026 | 4,068 | 1,581 | 5,649 | | Year Ended 2027 | 2,712 | 659 | 3,371 | | Total lease payments | 25,427 | 6,192 | 31,619 | | Less present value discount | (3,402) | (1,169) | (4,571) | | Total | $22,025 | $5,023 | $27,048 | NOTE 12. COMMITMENTS AND CONTINGENCIES - The Company is involved in a lawsuit filed by Luminant seeking recoupment of $6.8 million in payments related to the Odessa Facility[106] - The Company wholly disputes Luminant's claims and has established a $2.0 million accrual for the cost of resolving the claims[107] - Management does not believe there is a reasonable possibility that a material loss will result from any claims, lawsuits, and proceedings[105] NOTE 13. STOCKHOLDERS' EQUITY - As of June 30, 2023, 500,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock are authorized[108] - During the six months ended June 30, 2023, the Company issued 2,473,759 shares of Common Stock for vested RSUs and repurchased 838,388 shares for tax withholding, placing them in treasury stock[110] - The Company received approximately $2.7 million (net of issuance costs) from the sale of 978,207 common shares through an at-the-market offering during the six months ended June 30, 2023, which was terminated effective August 1, 2023[15][111][114] NOTE 14. WARRANTS - As of June 30, 2023, there were 8,499,980 Public Warrants and 114,000 Private Placement Warrants outstanding, each exercisable for one share of Common Stock at $11.50[115] - Warrants are not subject to adjustment for issuances of common stock below their exercise prices and will not be net cash settled[115] NOTE 15. SHARE-BASED COMPENSATION - The Incentive Award Plan had 5,694,657 shares of Common Stock available for issuance as of June 30, 2023, after an increase of 7,426,559 shares on January 1, 2023[117] | Category | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Service-based RSUs | $5,580 | $6,685 | $10,827 | $12,858 | | Performance-based RSUs | 3,378 | 3,379 | 6,720 | 6,720 | | Common stock, fully-vested | 220 | - | 441 | - | | Total share-based compensation expense | $9,178 | $10,064 | $17,988 | $19,578 | - As of June 30, 2023, unrecognized compensation expense for unvested Service-based RSUs was approximately $32.7 million (weighted-average vesting period of 1.6 years) and for Performance-based RSUs was $11.1 million (weighted-average derived service period of 0.9 years)[119][123] NOTE 16. FAIR VALUE MEASUREMENTS | Assets/Liabilities | Level 1 (thousands) | Level 2 (thousands) | Level 3 (thousands) | Total (thousands) | | :--- | :--- | :--- | :--- | :--- | | Assets: | | | | | | Money market securities | $175 | $- | $- | $175 | | Accounts receivable | 380 | - | - | 380 | | Derivative asset | - | - | 75,252 | 75,252 | | Total Assets | $555 | $- | $75,252 | $75,807 | | Liabilities: | | | | | | Warrant liability | $- | $- | $66 | $66 | | Total Liabilities | $- | $- | $66 | $66 | - The derivative asset related to the Luminant Power Agreement is classified as Level 3, with an estimated fair value of $75.3 million as of June 30, 2023, reflecting an $8.5 million change in fair value during the six months ended June 30, 2023[130][131] - The Private Placement Warrants are classified as a Level 3 liability, with a fair value of $66 thousand as of June 30, 2023, based on a Black-Scholes option-pricing model[131][137] NOTE 17. INCOME TAXES - Income tax expense totaled approximately $0.7 million for the six months ended June 30, 2023, representing -3.7% of loss before taxes[133][176] NOTE 18. SUBSEQUENT EVENTS - On August 3, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement with several agents to sell up to $250.0 million of Common Stock in "at-the-market" offerings[138][139][146] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition and results, covering operational highlights, equity offerings, performance, liquidity, capital, and non-GAAP measures Overview - Cipher Mining's mission is to expand and strengthen the Bitcoin network's critical infrastructure by developing and operating industrial-scale bitcoin mining data centers[142][143] - As of July 31, 2023, the Company operated approximately 76,322 miners with an aggregate hashrate capacity of 7.8 EH/s, deploying 253 MW of electricity[143] - The Company operates four bitcoin mining data centers in Texas: one wholly-owned (Odessa Facility) and three partially-owned (Alborz, Bear, Chief Facilities) through joint ventures with WindHQ LLC[144] - By the end of Q3 2023, the Company anticipates operating approximately 80,500 miners, capable of generating 8.2 EH/s[144] Recent Developments - On August 3, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement to sell up to $250.0 million of Common Stock through "at-the-market" offerings[146][147] - The Company will pay the designated agent a commission of up to 3.0% of the aggregate gross proceeds from any shares sold under the Sales Agreement[148] Factors Affecting Our Results of Operations - There have been no material changes to the "Factors Affecting Our Results of Operations" as disclosed in the 2022 Form 10-K[16] | Metric | Quantity (Bitcoin) | Amounts ($ thousands) | | :--- | :--- | :--- | | Balance as of January 1, 2023 | 394 | $6,283 | | Bitcoin received from equity investees | 18 | 317 | | Revenue recognized from bitcoin mined | 2,055 | 52,836 | | Proceeds from sale of bitcoin, net of realized gain | (2,063) | (44,267) | | Impairment of bitcoin | - | (4,633) | | Balance as of June 30, 2023 | 404 | $10,536 | Results of Operations | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Revenue - bitcoin mining | $31,224 | $- | $53,119 | $- | | Cost of revenue | 15,868 | - | 24,009 | - | | General and administrative | 21,335 | 16,704 | 38,755 | 34,094 | | Depreciation | 14,412 | 8 | 26,067 | 15 | | Change in fair value of derivative asset | (3,222) | - | (8,550) | - | | Power sales | (5,651) | - | (5,749) | - | | Equity in losses of equity investees | 1,431 | 12,079 | 2,181 | 12,232 | | Realized gain on sale of bitcoin | (4,185) | - | (8,206) | - | | Impairment of bitcoin | 2,828 | 535 | 4,633 | 539 | | Other gains | - | - | (2,260) | - | | Operating loss | (11,592) | (29,326) | (17,761) | (46,880) | | Net loss | (12,701) | (29,219) | (19,302) | (46,718) | - Bitcoin mining revenue for the three and six months ended June 30, 2023, was $31.2 million (1,112 bitcoin at $28,009 average) and $53.1 million (2,055 bitcoin at $25,390 average), respectively, with no comparable revenue in 2022 as the Odessa Facility began operations in mid-November 2022[151][161] - General and administrative expenses increased to $21.3 million (Q2 2023) and $38.8 million (H1 2023) from $16.7 million and $34.1 million in the prior year periods, driven by increased payroll, legal claims accrual, and office costs, partially offset by lower share-based compensation[18][167] - The Company recognized a realized gain on sale of bitcoin of $4.2 million (Q2 2023) and $8.2 million (H1 2023) as it began selling bitcoin to support operations in 2023[157][172] - Other gains of $2.3 million were recognized in H1 2023 from the sale of Bitmain coupons that the Company did not intend to use[174] Liquidity and Capital Resources - The Company generated $24.7 million in cash flow from operations for the six months ended June 30, 2023, a significant improvement from a $9.9 million cash use in the prior year[178][181] - As of June 30, 2023, cash and cash equivalents were $1.7 million, with total stockholders' equity of $343.2 million and an accumulated deficit of $130.5 million[178] - Net cash used in investing activities decreased by $125.4 million to $34.4 million for H1 2023, mainly due to a $153.9 million decrease in deposits for miners, partially offset by increased property and equipment purchases[182] - Net cash used in financing activities decreased to $0.4 million for H1 2023, driven by $2.8 million from common stock issuance and reduced share repurchases for taxes, partially offset by finance lease principal payments[184] - The Company entered into the Canaan Agreement to purchase 11,000 miners, with payments funded through ongoing operations, including bitcoin sales[178][192] - Management believes existing financial resources, combined with projected cash and bitcoin inflows, will be sufficient to meet operating and capital requirements for at least 12 months[179] - The Company has an "at-the-market" offering agreement (Sales Agreement) to sell up to $250.0 million of Common Stock, providing access to additional capital[180][138] Non-GAAP Financial Measures | Metric | Three Months Ended June 30, 2023 (thousands) | Three Months Ended June 30, 2022 (thousands) | Six Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2022 (thousands) | | :--- | :--- | :--- | :--- | :--- | | Operating loss (GAAP) | $(11,592) | $(29,326) | $(17,761) | $(46,880) | | Depreciation and amortization | 14,642 | 8 | 26,519 | 15 | | Change in fair value of derivative asset | (3,222) | - | (8,550) | - | | Share-based compensation expense | 9,178 | 10,064 | 17,988 | 19,578 | | Other gains - nonrecurring | - | - | (2,255) | - | | Non-GAAP income (loss) from operations | $9,006 | $(19,254) | $15,941 | $(27,287) | | Metric | Three Months Ended June 30, 2023 (thousands) | Three Months Ended June 30, 2022 (thousands) | Six Months Ended June 30, 2023 (thousands) | Six Months Ended June 30, 2022 (thousands) | | :--- | :--- | :--- | :--- | :--- | | Net loss (GAAP) | $(12,701) | $(29,219) | $(19,302) | $(46,718) | | Depreciation and amortization | 14,642 | 8 | 26,519 | 15 | | Change in fair value of derivative asset | (3,222) | - | (8,550) | - | | Share-based compensation expense | 9,178 | 10,064 | 17,988 | 19,578 | | Other gains - nonrecurring | - | - | (2,255) | - | | Change in fair value of warrant liability | (22) | 63 | (59) | 111 | | Deferred income tax expense | (584) | - | (637) | - | | Non-GAAP net income (loss) | $7,291 | $(19,084) | $13,704 | $(27,014) | | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Basic and diluted net loss per share (GAAP) | $(0.05) | $(0.12) | $(0.08) | $(0.19) | | Non-GAAP basic and diluted net income (loss) per share | $0.04 | $(0.08) | $0.06 | $(0.11) | Critical Accounting Policies and Use of Estimates - The preparation of financial statements requires management to make estimates and assumptions in conformity with GAAP[200] - No material changes have occurred in the information disclosed in the notes to the audited consolidated financial statements in the 2022 Form 10-K[200] Recent accounting pronouncements - Information regarding recent accounting pronouncements is included in Note 2 to the unaudited condensed consolidated financial statements[201] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Cipher Mining Inc. is not required to provide quantitative and qualitative disclosures about market risk in this Quarterly Report - The Company is a smaller reporting company and is not required to provide information under this item[203] Item 4. Controls and Procedures Disclosure controls were ineffective due to IT General Controls material weakness; a remediation plan is underway with no material changes in internal control - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2023[208] - A material weakness was identified related to certain Information Technology General Controls over user access, segregation of duties, and change management controls[209] - The remediation plan includes enhancing resources in financial reporting and IT, utilizing external firms for internal audit and SOX 404 implementation, implementing new processes and controls, and formalizing policies over outside service providers[205][210] - No changes in internal control over financial reporting occurred during the three months ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[213] PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is not currently a party to any material pending legal proceedings, with no material changes from previous disclosures in its 2022 Form 10-K - The Company is not a party to any material pending legal proceedings[216] - There have been no material changes to legal proceedings previously disclosed in the 2022 Form 10-K[216] Item 1A. Risk Factors The Company's business and financial condition are subject to various factors, and there have been no material changes to the risk factors previously disclosed in its 2022 Form 10-K - The Company's business, financial condition, and operating results can be affected by factors disclosed in the "Risk Factors" section of its 2022 Form 10-K[217] - There have been no material changes to the risk factors previously disclosed in the 2022 Form 10-K[217] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities There were no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities to report during the period - None to report[218] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities to report during the period - None to report[219] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the Company - Not applicable[220] Item 5. Other Information 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, 2023 - 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, 2023[221] Item 6. Exhibits Lists exhibits filed with the Quarterly Report, including agreements and certifications, for corporate document transparency - The report includes exhibits such as the Controlled Equity OfferingSM Sales Agreement, certifications of the CEO and CFO, and Inline XBRL documents[223][224][225] Signatures Signatures Report signed by CEO and CFO, certifying contents and compliance with reporting requirements - The report is signed by Tyler Page, Chief Executive Officer, and Edward Farrell, Chief Financial Officer, on August 8, 2023[228][230]