BNTC 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Financial Condition,Condition and Capital Requirements

Because the length of time and activities associated with the successful development of our product candidates is highly uncertain, we are unable to estimate the actual funds we will require for development and any approved marketing and commercialization activities. In any event, we will require additional capital to obtain regulatory approval for our product candidates and to commercialize any product candidates that receive regulatory approval. We estimate that our cash and cash equivalents will be sufficient to fund the Company’s operations for at least the next twelve months after the date that this Annual Report is filed.

Any additional fundraising efforts may divert our management from their day-to-day activities, which may compromise our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders, and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we incur indebtedness we may be required to agree to restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could compromise our ability to conduct our business. We could also seek financing through arrangements with collaborative partners at an earlier stage than would otherwise be desirabledesirable, and we may be required to relinquish rights to some or all of our technologies or product candidates or otherwise agree to terms unfavorable to us.

Our product candidates are based on ddRNAi and silence and replace technology. Currently, no product candidates utilizing ddRNAi technology or silence and replace technology have been approved for commercial salesale, and our approach to the development of ddRNAi technology and silence and replace technology may not result in safe, effective or marketable products.

We are early in our product development effortsefforts, and our current product candidates are still in preclinical development. We may not be able to obtain regulatory approvals for the commercialization of our product candidates.

The research, testing, manufacturing, labeling, approval, selling, marketing and distribution of biologics is subject to extensive regulation by the FDA and other regulatory authorities, and these regulations differ from country to country. We do not have any products on the market and are early in our development efforts. AllOur of our ddRNAilead product candidatescandidate, andBB-301, our silence and replace product candidates areis in preclinicalearly clinical development. Our current product candidates are subject to the risks of failure typical for development of biologics. The development and approval process is expensive and can take many years to complete, and its outcome is inherently uncertain. In addition, the outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results.

Benitec Biopharma Inc. (“Benitec” or the “Company” or in the thirdfirst person, “we” or “our”) is a clinical-stage biotechnology company focused on the advancement of novel genetic medicines with headquarters in Hayward, California. The proprietary platform, called DNA-directed RNA interference, or ddRNAi, combines RNA interference, or RNAi, with gene therapy to create medicines that facilitate sustained silencing of disease-causing genes following a single administration. The unique therapeutic constructs also enable the simultaneous delivery of wildtype replacement genes, facilitating the proprietary “silence and replace” approach to the treatment of genetically defined diseases. We are developing a silence and replace-based therapeutic (BB-301) for the treatment of Oculopharyngeal Muscular Dystrophy ("OPMD"), a chronic, life-threatening genetic disorder.

BB-301 is a silence and replace-based genetic medicine currently under development by Benitec. BB-301 is an AAV-based gene therapy designed to permanently silence the expression of the disease-causing gene (to slow, or halt, the biological mechanisms underlying disease progression in OPMD) and to simultaneously replace the mutant gene with a wildtypefunctional gene (to drive restoration of function in diseased cells). This fundamental therapeutic approach to disease management is called “silence and replace.” The silence and replace mechanism offers the potential to restore the normative physiology of diseased cells and tissues and to improve treatment outcomes for patients suffering from the chronic, and potentially fatal, effects of OPMD. BB-301 has been granted Orphan Drug Designation in the UnitedEuropean StatesUnion and Orphan Drug Designation and Fast Track Designation in the EuropeanUnited Union.States.

The targeted gene silencing effects of RNAi, in conjunction with the durable transgene expression achievable via the use of modified viral vectors, imbues the silence and replace approach with the potential to produce permanent silencing of disease-causing genes along with simultaneous replacement of the wild type gene function following a single administration of the proprietary genetic medicine. We believe that this novel mechanistic profile of the current and future investigational agents developed by Benitec could facilitate the achievement of robust and durable clinical activity while greatly reducing the frequency of drug administration traditionally expected for medicines employed for the management of chronic diseases. Additionally, the achievement of permanent gene silencing and gene replacement may significantly reduce the risk of patient non-compliance during the course of medical management of potentially fatal clinical disorders. We will require additional financing to progress our product candidates through future inflection points.

MarchNovember 2025 Capital Raise

On MarchNovember 25,5, 2025, we entered into an Underwriting Agreement with Leerink Partners LLC and TD Securities (USA) LLC,LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein, pursuant to which we agreed to issue and sell, in ana firm commitment underwritten offering by us (the “November 2025 Underwritten Offering”), (i) 1,143,0005,930,000 shares of ourthe Company’s common stock, par value $0.0001 per share (the “Common Stock”). atIn addition, we granted the Underwriters a purchase30-day price to investors of $13.00 per share, and (ii) pre-funded warrantsoption to purchase 300,000up to an additional 889,500 shares of Common StockStock. atThe anpublic exerciseoffering price offor $0.0001 pereach share at a purchase price to investors of $12.999Common perStock warrant.is $13.50. In connection with their services, the Underwrittenunderwriters Offering,received wean enteredunderwriting intodiscount aequal Securitiesto Purchase Agreement with entities affiliated with each6.0% of Suvretta Capital, a greater than 5% beneficial owner prior to the offering (together, the “Purchasers”), pursuant to which we agreed to issue and sell to the Purchasers an aggregate of 900,000 shares of Common Stock at a purchase price of $13.00 per share in a registered direct offering (the “Direct Offering,” and together with the Underwritten Offering, the “Offerings”), the same price per share as the offering price in the Underwritten Offering. We received gross proceeds of approximately $30.5 million and net proceeds of approximately $28.2 million from the Offerings.November 2025 Underwritten Offering.

General and administrative expenses consist primarily of salaries, related benefits, travel, and equity-basedshare-based compensation expense. General and administrative expenses also include facility expenses, professional fees for legal, consulting, accounting and audit services and other related costs.

We anticipate that our generalresearch and administrativedevelopment expenses may increase as we focus on the continued development of the clinical OPMD program. We also anticipate an increase in expenses relating to accounting, legal and regulatory-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums and other similar costs.

During the year ended June 30, 2025,2026, we incurred $18.3$23.4 million in research and development expenses, as compared to $15.6$18.3 million for the comparable year ended June 30, 2024.2025. Research and development expenses relate primarily to ongoing clinical development of BB-301 for the treatment of OPMD. The year-over-year increase for the year ended June 30, 2025,2026, primarily reflects thean timingincrease in share-based compensation expense of $6.3 million and an increase in payroll of $2.2 million, offset by a reduction in contract manufacturing activity and the timing of payments$3.8 for the OPMD Natural History and Dosing study.million.

General and administrative expenses totaled $23.4$27.8 million for the year ended June 30, 2025,2026, compared to $7.0$23.4 million for the comparable year ended June 30, 2024.2025. The increase for the year ended June 30, 2025,2026, relates primarily to increases in share-based compensation of $14.5$2.7 million,million legaland feesan increase in payroll of $492$0.8 thousand, consulting fees of $605 thousand, travel expenses of $219 thousand, and salaries and wages of $685 thousand.million.

Other Income (ExpenseLoss)

Other income (loss), net during the year ended June 30, 2025,2026, which mainly consists of foreign currency transaction gain (loss), and interest income other expense, net, gain on extinguishment of liabilities, and unrealized loss on investment,which totaled $3,848$5.6 thousand. Other income (loss), net during the year ended June 30, 2024, which consists of foreign currency transaction gain (loss), interest expense, other income (expense), and unrealized loss on investment, totaled $739. Foreign currency transaction gains and losses reflect changes in foreign exchange rates.million. Net interest income increased by $2.3 million for year ended June 30, 2025,2026, in comparison the year ended June 30, 2024,2025, reflectsreflecting thean increase in our cash and cash equivalent balances. Other expense, net recognized duringIn the yearsyear ended June 30, 20252025, andthere 2024 relate to recognition ofwas a franchise tax expenses. Gaingain on extinguishment of liabilities is due to usa settlingsettlement of an outstanding trade payables balance and accrued clinical development project costs of $1.2 million with a vendor for $495$0.5 thousandmillion due to a contractual dispute regarding contract performance and deliverables. This settlement resulted in a gain of $764$0.8 thousandmillion in fiscal year 2025. No comparable settlements occurred during the currentyear year.ended June 30, 2026.

We have incurred cumulative losses and negative cash flows from operations since our predecessor’s inception in 1995. We had accumulated losses of $218$273.7 million as of June 30, 2025.2026. We expect that our research and development expenses will increase due to the continued development of the OPMD program. It is also likely that there will be an increase in the general and administrative expenses due to thecompliance obligationsrequirements of being a domestic public company in the United States.

We had no borrowings as of June 30, 20252026 and do not currently have a credit facility. As of June 30, 2026 and 2025, we had outstanding warrants to purchase 20,017,501 and 20,443,496 shares respectively, of Common Stock consisting of the following:

As of June 30, 2025,2026, we had cash and cash equivalents of approximately $97.7$180.0 million. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Currently, our cash and cash equivalents are held in bank accounts. On October 11, 2024, we entered into the Sales Agreement as discussed above, which provides for the sale of up to $75 million of our common stock from time-to-time in “at-the-market offerings”. On March 25, 2025, we completed a financing which raised $30.5 million.

Net cash used in operating activities for the years ended June 30, 20252026 and 20242025 was $23.6$16.5 million and $19.4$23.6 million, respectively. Net cash used in operating activities was primarily the result of our net loss, partially offset by non-cash expenses,expenses. andOther factors included changes in working capital,capital including— primarily an increase in payables offset by a decrease in payablesprepaid assets and tradelease and other receivables and increases in prepaids.liabilities.

Net cash used in investing activities for the years ended June 30, 20252026 and 20242025 was $18not thousandsignificant and $179 thousand, respectively. Cash used in investing activities in the years ended June 30, 2025 and 2024 was related to the purchase of furniture and fixtures and lab equipment, respectively.equipment.

The future of usthe Company as an operating business will depend on its ability to manage operating costs and budgeted amounts and obtain adequate financing.

We have based our projections of operating capital requirements on assumptions that may prove to be incorrectincorrect, and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development, and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:

On October 1, 2016, wethe Company entered into an operating lease for office space in Hayward, California thatwith originally expired in April 2018. We have entered into leasemultiple amendments that extendedextending the lease through December 2027. WeThe Company also entered into a new lease in Los Angeles, California,California whichfor hasoffice space with an initial expiration date in July 2026. The Company entered into a lease amendment for the Los Angeles office that extended the lease through January 2028. See Note 98 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

We record share-based compensation in accordance with ASC 718, Stock Compensation. ASC 718 requires the fair value of all share-based employee compensation awarded to employees and non-employees to be recorded as an expense over the shorter of the service period or the vesting period. We determine employee and non-employee share-based compensation based on grant-date fair value using the Black-Scholes Option Pricing Model and allocate the resulting compensation expense over the corresponding requisite service period using the graded vesting attribution method. We account for forfeitures of share-based awards as they occur.

You should read the following discussion and analysis of financial condition and operating results together with our consolidated financial statements and the related notes and other financial information included elsewhere in this document. See also “Special Note Regarding Forward-Looking Statements” immediately prior to Part I, Item 1 in this Quarterly Report on Form 10-Q.

Benitec Biopharma Inc. (“Benitec” or the “Company” or in the third person, “we” or “our”) is a clinical-stage biotechnology company focused on the advancement of novel genetic medicines with headquarters in Hayward, California. The proprietary platform, called DNA-directed RNA interference, or ddRNAi, combines RNA interference, or RNAi, with gene therapy to create medicines that facilitate sustained silencing of disease-causing genes following a single administration. The unique therapeutic constructs also enable the simultaneous delivery of functional replacement genes, facilitating the proprietary “silence and replace” approach to the treatment of genetically defined diseases. The Company is developing a silence and replace-based therapeutic (BB-301) for the treatment of Oculopharyngeal Muscular Dystrophy ("OPMD"), a chronic, life-threatening genetic disorder.

BB-301 is a silence and replace-based genetic medicine currently under development by Benitec. BB-301 uses DNA-directed RNA interference ("ddRNAi") to simultaneously silence the mutant gene and replace it with a functional gene, potentially providing a permanent solution with a single administration. This fundamental therapeutic approach to disease management is called “silence and replace.” The silence and replace mechanism offers the potential to restore the normative physiology of diseased cells and tissues and to improve treatment outcomes for patients suffering from the chronic, and potentially fatal, effects of OPMD. BB-301 has been granted Orphan Drug Designation in the UnitedEuropean StatesUnion and Orphan Drug Designation and Fast Track Designation in the EuropeanUnited Union.States.

ddRNAi is designed to produce permanent silencing of disease-causing genes, by combining RNA interference, or RNAi, with viral delivery agents typically associated with the field of gene therapy (i.e., viral vectors). Modified adeno-associated viral (“AAV”) vectors are employed to deliver genetic constructs which encode short hairpin RNAs that are, then, serially expressed and processed to produce siRNA molecules within the transduced cell for the duration of the life of the target cell. These newly introduced siRNA molecules drive permanent silencing of the expression of the disease-causing gene. The silence and replace approach further bolsters the biological benefits of permanent silencing of disease-causing genes by incorporating multifunctional genetic constructs within the modified AAV vectors to create an AAV-based gene therapy agent that is designed to silence the expression of disease-causing genes (to slow, or halt, the underlying mechanism of disease progression) and to simultaneously replace the mutant genes with normal, functional genes (to drive restoration of function in diseased cells). This fundamentally distinct therapeutic approach to disease management offers the potential to restore the underlying physiology of the treated tissues and, in the process, improve treatment outcomes for patients suffering from the chronic and, potentially, fatal effects of diseases like Oculopharyngeal Muscular Dystrophy (OPMD).OPMD.

The mutation of a single gene can cause a chronic disease via the resulting intracellular production of a disease-causing protein (i.e., an abnormal form of the protein of interest), and many chronic and/or fatal disorders are known to result from the inappropriate expression of a single gene or multiple genes. In some cases, genetic disorders of this type can be treated exclusively by “silencing” the intracellular production of the disease-causing protein through well-validated biological approaches like RNA interference (“RNAi”).RNAi. RNAi employs small nucleic acid molecules to activate an intracellular enzyme complex, and this biological pathway temporarily reduces the production of the disease-causing protein. In the absence of the disease-causing protein, normal cellular function is restored and the chronic disease that initially resulted from the presence of the mutant protein is partially or completely resolved. RNAi is potentially applicable to over 20,000 human genes and a large number of disease-causing microorganism-specific genes.

A small double stranded RNA, or dsRNA, molecule (A, Figure 1), comprising one strand known as the sense strand and another strand known as the antisense strand, which are complementary to each other, is synthesized in the laboratory. These small dsRNAs are called small interfering RNAs, or siRNAs. The sequence of the sense strand corresponds to a short region of the target gene mRNA. The siRNA is delivered to the target cell (B, Figure 1), where a group of enzymes, referred to as the RNA-Induced Silencing Complex, or RISC, process the siRNA (C, Figure 1), where one of the strands (usually the sense strand) is released (D, Figure 1). RISC uses the antisense strand to find the mRNA that has a complementary sequence (E, Figure 1) leading to the cleavage of the target mRNA (F, Figure 1). As a consequence, the output of the mRNA (protein production) does not occur (G, Figure 1). Several companies, including Alnylam Pharmaceuticals Inc. (“Alnylam”),Inc., utilize this approach in their RNAi product candidates.

The silence and replace approach to the treatment of genetic disorders employs adeno-associated viral vectors (“AAVs”) vectors to deliver genetic constructs which may, after a single administration to the target tissues:

Chronically express RNAi molecules inside of the target, diseased, cells (to serially silence the intracellular production of mutant, disease-causing, protein and the functional protein of interest);

The Investigational New Drug (IND) application for BB-301 was approved to proceed by the U.S. Food and Drug Administration in June 2023. The first study subject was safely treated in Cohort 1 of the BB-301 Phase 1b/2a clinical trial (NCT06185673) in November 2023. All Cohort 1 dosingsubjects washave safely completed in the second12-month calendarpost-BB-301-treatment quarterfollow-up ofperiod. 2025.The first two Cohort 2 dosingsubjects washave been safely initiatedtreated. inNo thetreatment-related fourthsevere calendaradverse quarterevents ofhave 2025been .observed. BB-301 is the lead investigational gene therapy agent under development by Benitec. BB-301 has been granted Orphan Drug Designation in the UnitedEuropean StatesUnion and Orphan Drug Designation and Fast Track Designation in the EuropeanUnited UnionStates, and the key attributes of BB-301 are outlined in Figure 3.

There are currently no therapeutic interventions approved for OPMD. BB-301 is the only clinical-stage therapeutic agent in development designed to treat dysphagia in patients with OPMD. Additionally, there are no surgical interventions available to OPMD patients that modify the natural history of the disease, which is principally comprised of chronic deterioration of swallowing function. BB-301 has received Orphan Drug Designation in the European Union and Orphan Drug Designation and Fast Track Designation in the United States and the European Union and, upon achievement of regulatory approval for BB-301 in these respective jurisdictions, the Orphan Drug Designations would provide commercial exclusivity independent of intellectual property protection. While OPMD is a rare disorder, we believe the commercial opportunity for a safe and efficacious therapeutic agent in this clinical indication exceeds $1 billion over the course of the commercial life of the product.

The BB-301 clinical development program is being conducted in the United States, and the primary elements of the program are summarized below:below.

Foreign Currency Translation and Other Comprehensive Income (Loss) The Company’s functional currency and reporting currency is the United States dollar. BBL’s functional currency is the Australian dollar (AUD). Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity in accumulated other comprehensive income (loss) and the Consolidated Statements of Comprehensive Income (Loss).Loss. Other comprehensive income (loss) for all periods presented consists entirely of foreign currency translation gains and losses.

We anticipate that our general and administrative expenses may increase as we focus on the continued development of the clinical OPMD program. We also anticipate an increase in expenses relating to accounting, legal and regulatory-related services associated with maintaining compliance with stock exchange listing and SEC requirements, director and officer insurance premiums and other similar costs.

The following tables setsset forth a summary of our expenses for each of the periods:

During the three and sixnine months ended DecemberMarch 31, 2025,2026, we incurred $5.8$6.3 million and $9.2$15.5 million in research and development expenses, respectively, as compared to $5.4$6.5 million and $9.0$15.5 million for the comparable period ended DecemberMarch 31, 2024.2025. Research and development expenses relate primarily to ongoing clinical development of BB-301 for the treatment of OPMD. The increasedecrease for the three and six months ended DecemberMarch 31, 20252026 reflectswas increasedue in share based compensation of $2.2 million and $3.0 million, respectively, offset byto the timing of contract manufacturing activity and the timing of payments for the OPMD Natural History and Dosing study.study, partially offset by an increase in share based compensation of $2.0 million. In the nine months ended March 31, 2026 and 2025, research and development expense remained flat.

General and administrative expense totaled $7.5$7.3 million and $14.0$21.3 million for the three and sixnine months ended DecemberMarch 31, 2025,2026, compared to $5.4$8.8 million and $7.6$16.5 million for the comparable period ended DecemberMarch 31, 2024.2025. The increasedecrease for the three and six months ended DecemberMarch 31, 2025,2026 relates primarily to ana increasedecrease in share based compensation of $2.0$2.1 millionmillion, partially offset by increases in salaries and $6.0wages of $0.4 million. The increase for the nine months ended March 31, 2026 primarily related to increases in share based compensation of $3.9 million and salaries and wages of $0.6$0.8 million and $0.9 million, offset by a decrease in legal fees of $0.4 million and $0.5 million, respectively.million.

The following tables setsset forth a summary of our other income (loss) for each of the periods:

Other income (loss), net during the three and sixnine months ended DecemberMarch 31, 2025, which2026, consists of foreign currency transaction gain (loss), interest income, net, and other income (expense),expense, net, totaled $1.5$1.6 million and $2.4$4.0 million, respectively. Other income (loss), net during the three and sixnine months ended DecemberMarch 31, 2025, consists of foreign currency transaction gain (loss), interest income, net, gain on extinguishment of liabilities, and other expense, net, totaled $1.3$0.8 million and $2.0$2.8 million, respectively. Foreign currency transaction gains and losses reflect changes in foreign exchange rates. NetThe increase in net interest income for the three and sixnine months ended DecemberMarch 31, 2025,2026, in comparison to the three and sixnine months ended DecemberMarch 31, 2024,2025, reflects the increase in the Company’s cash and cash equivalent balances. Gain on extinguishment of liabilities in the prior period is due to the settlement with a vendor of an outstanding trade payable balance and an accrued clinical development project cost balance totaling $1.3 million for $0.5 million due to a dispute regarding contract performance and deliverables. This settlement resulted in a gain of $0.8 million in the three and sixnine months ended DecemberMarch 31, 2024.2025.

The Company has incurred cumulative losses and negative cash flows from operations since our predecessor’s inception in 1995. The Company had accumulated losses of $249$261 million as of DecemberMarch 31, 2025.2026. We expect that our research and development expenses will increase due to the continued development of the OPMD program.

As of DecemberMarch 31, 2025,2026, we do not have outstanding borrowings or credit facilities.

As of DecemberMarch 31, 2025,2026, the Company has issued warrants allowing holders to purchase 20,179,42820,080,001 shares of Common Stock, consisting of the following:

As of DecemberMarch 31, 2025,2026, we had cash and cash equivalents of approximately $188.8$184.8 million. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Currently, our cash and cash equivalents are held in bank accounts.

Net cash used in operating activities for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 was $7.1$11.6 million and $12.3$15.4 million, respectively. Net cash used in operating activities was primarily the result of our net loss, partially offset by non-cash expenses, and changes in working capital primarily in trade and other payables.

Net cash used in investing activities sixnine months ended DecemberMarch 31, 20252026 and 20242025 was $11$26 thousand and $12$18 thousand, respectively.

Net cash provided by financing activities was $98.2$98.7 million and $39.5$67.7 million for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The financing activities for the sixnine months ended DecemberMarch 31, 20252026 primarily related to the issuance of common stock with gross proceeds of $104.5 million and from the exercise of common stock warrants with gross proceeds of $0.5 million, offset by $6.3 million in share issuance costs. Cash from financing activities in the sixnine months ended DecemberMarch 31, 20242025 was related to the issuance of common stock with gross proceeds of $30.5 million and issuance of common stock from the exercise of Series 2 warrants and common stock warrants with gross proceeds of $39.5 million.million, offset by $2.2 million in share issuance costs.

On October 1, 2016, the Company entered into an operating lease for office space in Hayward, California with multiple amendments extending the lease through December 2027. The Company also entered into a new lease in Los Angeles, California for office space with an initial expiration date in July 2026. The Company entered into a lease amendment for the Los Angeles office that extended the lease through January 2028. See Note 8 of the Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.10-Q for additional information.

Estimates and assumptions about future events and their effects cannot be determined with certainty. The Company bases its estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the Company’s operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. In addition, management is periodically faced with uncertainties, the outcomes of which are not within its control and will not be known for prolonged periods of time. These uncertainties are discussed in the section above entitled “Risk Factors.Factors” in our Annual Report on Form 10-K for the year ended June 30, 2025. Based on a critical assessment of its accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that the Company’s consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States of America and provide a meaningful presentation of the Company’s financial condition and results of operations.