Form 10-Q RMX INDUSTRIES, INC. For: Mar 31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2026

or

☐ TRANSITION REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 333-294940

RMX INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

(866) 706-4276

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of May 14, 2026, there were a total of 24,272,149 shares of the registrant’s Class A Common Stock, $0.001 par value per share, outstanding, and 1,000,000 shares of the registrant’s Class B Common Stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

RMX Industries, Inc.

Unaudited Condensed Consolidated Financial Statements

RMX INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RMX INDUSTRIES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RMX INDUSTRIES, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RMX INDUSTRIES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RMX INDUSTRIES, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of the Company’s condensed consolidated results of operations and financial condition. The discussion should be read together with the condensed consolidated financial statements and the accompanying notes to those statements that are included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the year ended December 31, 2025, included in our Annual Report on Form 1-K filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2026. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.

Use of Terms

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to “we”, “us”, “our”, “RMX Industries”, “RMX”, “our company” and the “Company” refer to RMX Industries, Inc., a Nevada corporation, including its wholly-owned subsidiaries, EdWare LLC, a Delaware limited liability company, and RMX Industries Inc., a Texas corporation. “Class A Common Stock” refers to the Company’s Class A Common Stock, $0.001 par value per share. “Class B Common Stock” refers to the Company’s Class B Common Stock, $0.001 par value per share. “Preferred Stock” refers to the Company’s Preferred Stock, $0.001 par value per share. “Series X Preferred Stock” refers to the Company’s Series X Convertible Preferred Stock, $0.001 par value per share. Unless otherwise noted, all amounts are expressed in United States dollars (“USD”).

Note Regarding Trademarks, Trade Names and Service Marks

We use various trademarks, trade names and service marks in our business, including “VAST™”, “CRISP” and associated marks. For convenience, we may not include the SM, ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this Quarterly Report on Form 10-Q are the property of their respective owners.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts are forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In some cases, you can identify these statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements contain these terms. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Form S-1 filed with the SEC on April 9, 2026. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that include terms such as “we believe” and similar terms reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this filing, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview

RMX is a technology company focused on securing and optimizing the data continuum. We develop and deliver video compression solutions built on our proprietary platforms, including VAST™ (Video Adaptive Systems Technology).

Our primary business focus is the development and delivery of resilient and secure internet communications technologies (ICTs) that enhance customer experiences with high-quality and low-latency video. Our core product line of video encoder appliances and virtual management appliances are designed to function in austere, industrial, and virtual environments to deliver highly reliable streaming video and situational awareness, with wieldiness and ease of use for non-technical customers. Our goal is to deliver unquestionably secure video content at the highest possible quality to meet customers’ needs for trustworthy and verifiable high-definition video.

Our technology was originally developed to meet the demanding needs of defense and government operations, where bandwidth and reliability constraints made video transmission extremely difficult. We believe VAST has the potential to set a new benchmark for tactical video communications, enabling high-quality video across ultra-low-bandwidth connections, and we are actively advancing it toward broad adoption as a trusted, mission-ready solution across defense and government programs.

Today, the same challenges we first addressed in defense are appearing at scale across industries. The rapid growth of artificial intelligence (AI) and computer vision has created unprecedented demand for moving, storing, and processing visual data. We see this as a pivotal moment; networks and data centers were not designed for this level of data intensity and efficiency gains are critical to keep pace.

RMX is working to address these pressures by securing and compressing the data continuum, helping intelligence flow more efficiently from the edge to the core. We believe this will enable faster, more sustainable and more resilient systems across multiple sectors, from telecom and cloud to mining, healthcare, and beyond.

Our Historical Performance

As of March 31, 2026, the Company had an accumulated deficit of $46,867,022 and cash of $2,022,553 (including $1,913,320 of restricted cash). During the three months ended March 31, 2026 and 2025, we had a net loss of $6,028,795 and $4,533,644, respectively. We estimate that we will be able to conduct our planned operations using currently available capital resources for the next three months. We will seek to fund our operations through public offerings, accessing the Credit Facility, private equity offerings, debt financings, and government or other third-party funding. However, the Company may not be able to raise adequate funds for capital expenditures, working capital and other cash requirements from capital markets on acceptable terms, or at all. Advances from an officer or stockholder may likewise be unavailable. The Company’s failure to raise capital as and when needed and generate significantly higher revenues than operating expenses to achieve profitability would impact its going concern status and would have a negative impact on its financial condition and its ability to pursue its business strategy and continue as a going concern. For further discussion, see “—Liquidity and Capital Resources”.

Recent Developments

On April 1, 2026, we terminated our offering of up to 2,857,142 units, with each unit consisting of (i) one share of Class A Common Stock, and (ii) one warrant to purchase one share of Class A Common Stock, at an offering price of $3.50 per unit, for maximum gross proceeds of $9,999,997, on a best efforts basis pursuant to Regulation A under Section 3(b) of the Securities Act, for Tier 2 offerings (the “Reg A Offering”). We sold 356,035 units for gross proceeds of $1,246,122.50 through the last closing of the Reg A Offering, which occurred on October 30, 2025.

On April 16, 2026, Basestones, Inc. converted its 1,000,000 shares of Class B Common Stock into 1,000,000 shares of Class A Common Stock.

On April 17, 2026, we conducted a closing of an ongoing private placement of units, with each unit consisting of an unsecured 18% promissory note and a five-year warrant to purchase shares of Class A Common Stock, and entered into certain subscription agreements with a number of accredited investors as defined in Section 2(a)(15) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Pursuant to the agreements, we sold 54.4 units at a price of $25,000 per unit for gross proceeds of $1,360,000 and issued 2,720,000 warrants with an exercise price of $0.50 per share.

In April 2026, certain investors from our private placements of units, consisting of unsecured promissory notes and five-year warrants to purchase shares of Class A Common Stock, exercised their warrants. These exercises converted $500,000 of principal and $65,260 of accrued interest, totaling $565,260, into equity, resulting in the issuance of 565,260 shares of Class A Common Stock at a weighted average exercise price of $1.00.

On May 8, 2026, we entered into an intellectual property purchase agreement with Apollo Group Enterprises, LLC (“Apollo”), pursuant to which we will acquire all of Apollo’s right, title and interest in and to certain intellectual property assets in consideration for issuing Apollo 1,500,000 shares of Class A Common Stock (the “Consideration Shares”). The closing shall occur no later than May 17, 2026, at which time we shall issue the Consideration Shares and Apollo shall deliver title to the intellectual property assets.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

Revenue

Revenue for the three months ended March 31, 2026 and 2025 was $0 and $26,200, respectively. The Company did not recognize any revenue during the three months ended March 31, 2026, as it continued to focus on the development and commercialization of its platform and pursuit of scalable proof of concepts.

Operating Expenses

Our operating expenses for the three months ended March 31, 2026 and 2025, were $1,026,936 and $2,673,303, respectively, representing a decrease of 62%. The decrease was due to employee compensation including options, research and development expenses, marketing expenses and professional services provided to the Company.

Net Loss

Our net loss for the three months ended March 31, 2026 and 2025, was $6,028,795 and $4,533,644, respectively, representing an increase of 33%. The increase was mainly due to conversion of warrants, debt discount amortization, derivative expenses and loss from operations.

Liquidity and Capital Resources

As of March 31, 2026, the Company had an accumulated deficit of $46,867,022 and cash of $2,022,553 (including $1,913,320 of restricted cash). During the three months ended March 31, 2026 and 2025, we had a net loss of $6,028,795 and $4,533,644, respectively. To date, we have financed our operations primarily through revenue generated from sales of our securities.

Management has prepared estimates of operations and believes that sufficient funds will be generated from operations and equity financings to fund our operations and to service our debt obligations for at least the next twelve months. Since March 31, 2026, we have raised $1,360,000 in private placements of units. If we are unable to raise the additional funds, our currently available cash resources will be sufficient to fund our operations for at least the next three months. In the future, we may require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business.

Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming that we will continue as a going concern. However, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. While we had cash of $2,022,553 (including $1,913,320 of restricted cash) as of March 31, 2026, we had revenue of $0 and $26,200, a net loss of $6,028,795 and $4,533,644, and net cash used in operating activities of $570,519 and $1,365,899 for the three months ended March 31, 2026 and 2025, respectively. We have incurred losses since our inception, resulting in an accumulated deficit of $46,867,022 as of March 31, 2026, and further losses are anticipated in the development of our business. As a result, there is substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. To support our growth and working capital requirements, we have entered into a securities purchase agreement for an up to $50 million contingent financing facility (the “Credit Facility”). Management has assessed the terms and conditions of the Credit Facility and determined that access to funding is probable and sufficient to support our operational plan.

Our ability to execute our business plan and achieve profitability is dependent upon our success in: (i) accessing the Credit Facility as planned, (ii) continuing to scale revenue growth, (iii) achieving operational efficiencies, and (iv) accessing additional capital as needed through securities offerings, private equity offerings, debt financings, strategic partnerships, and government or other third-party funding. These plans, if successful, will mitigate the factors which raise substantial doubt about our ability to continue as a going concern.

While we anticipate potential dilution from equity financings, management is committed to balancing growth capital needs with stockholder value creation. The Company maintains flexibility to optimize its capital structure through various financing alternatives based on market conditions and strategic priorities. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

There are uncertainties surrounding these issues, and the consolidated financial statements do not reflect any changes regarding the recoverability or classification of asset values, nor do they address potential adjustments to the amounts or classification of liabilities that could arise if the Company cannot continue operating as a going concern.

Summary of Cash Flow

The following table provides detailed information about our net cash flow for the periods presented:

Net cash used in operating activities was $570,519 and $1,365,899 for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, net cash used in operating activities resulted from net loss of $6,028,795, stocks, options and warrants issued for various services of $186,625, notes payable amortization and conversion of $4,847,899, depreciation and amortization of $15,308, accounts payable of $252,614, interest payable of $154,141 and others of $1,689. For the three months ended March 31, 2025, net cash used in operating activities resulted from net loss of $4,533,644 stocks, options and warrants issued for various services of $1,482,440, notes payable amortization and conversion of $1,804,290, depreciation and amortization of $15,308, accounts payable of $212,307, interest payable of $67,904 and others of $16,310.

Net cash provided by (used in) investing activities was $0 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Net cash provided by financing activities was $570,000 and $1,418,156 for the three months ended March 31, 2026 and 2025, respectively, and resulted from the sale of Class A Common Stock, the Regulation A offering, the sale of convertible notes, and the sale of units, consisting of unsecured promissory notes and five-year warrants.

Contractual Obligations

During the three months ended March 31, 2026 and 2025, we had contractual obligations associated with management consultants in which we paid out $212,500 and $190,000, respectively.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. We believe our most critical accounting policies and estimates relate to the following:

Principles of Consolidation

The Company’s consolidated financial statements and related notes include all the accounts of the Company and its wholly owned subsidiaries. They have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated in consolidation.

Share-Based Compensation

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their grant date fair values. That expense is recognized over the period when an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or the straight-line attribution method. Under 718-10-30-20D the determination of whether a valuation method is reasonable, or whether an application of a valuation method is reasonable, shall be made based on the facts and circumstances as of the measurement date.

Goodwill

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.

Revenue Recognition

The Company had revenue of $0 and $26,200 for the three months ended March 31, 2026 and 2025, respectively.

Recently Issued Accounting Pronouncements

Management does not believe any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition, and results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the three months ended March 31, 2026, we have conducted closings of an ongoing private placement of units, with each unit consisting of an unsecured 18% promissory note and a five-year warrant to purchase shares of Class A Common Stock, and entered into certain subscription agreements with a number of accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Pursuant to the agreements, we sold 16.8 units at a price of $25,000 per unit for gross proceeds of $420,000 and issued 840,000 warrants with an exercise price of $0.50 per share.

On March 31, 2026, we issued 5,000 shares of Series X Convertible Preferred Stock to Karl Kit, the Company’s Chief Executive Officer, President and member of the Board, for gross proceeds of $19,250, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

Use of Proceeds

On April 9, 2026, we filed a registration statement on Form S-1 (File No. 333-294940) with the Securities and Exchange Commission, which was declared effective on April 20, 2026, relating to the offer and resale from time to time, by the selling stockholders identified therein, of up to 11,862,543 shares of Class A Common Stock. These sales will occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. We will not receive any proceeds from the sale of Class A Common Stock by the selling stockholders.

The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the shares. We bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by the registration statement, including, without limitation, all registration and filing fees and fees and expenses of our counsel and our accountants, as set forth in the following table.

All amounts, other than the SEC registration fee, are estimates. None of the payments were direct or indirect payments to any of our directors or officers, any of their associates, any persons owning 10% or more of any class of our equity securities, or any of our affiliates, or direct or indirect payments to any others other than for the direct costs of the offering.

Purchases of Equity Securities

No repurchases of our common stock were made during the three months ended March 31, 2026.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

We have no information to disclose that was required to be disclosed in a Current Report on Form 8-K during the three months ended March 31, 2026, but was not reported.

During the three months ended March 31, 2026, none of our directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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