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

We realized a net loss of approximately $4.0$5.9 million and $6.4$4.0 million for the years ended December 31, 20242025 and 20232024, respectively, and had an accumulated deficit of $63.9$69.7 million as of December 31, 2024.2025. Because of the numerous risks and uncertainties associated with the development and commercialization of our products and business, we are unable to predict the extent of any future losses or when we will become profitable, if at all. Expected future operating losses will have an adverse effect on our cash resources, shareholders’ equity and working capital. Our failure to become and remain profitable could depress the value of our stock and impair our ability to raise capital, expand our business, maintain our development efforts, or continue our operations. A decline in our value could also cause you to lose all or part of your investment in us.

We acquiredacquired, ShoeSize.Me, Casi Nuevo’s Production Unit, Orgad and Naiz Fit and mayare seeking in the future to engage in additional acquisitions, joint ventures or collaborations which may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks. We may not realize the benefits of these acquisitions, joint ventures or collaborations.

In order to reduce time to market and obtain complementary technologies, we are seeking to acquire technologies and businesses that are synergistic to our product offering. For example, during 2025, we acquired ShoeSize.Me, a European SaaS company specializing in AI-powered footwear sizing and fit solutions, and Casi Nuevo’s Production Unit, and during 2022, we acquired Orgad, which operates an omnichannel e-commerce platform, and Naiz Fit, which provides SaaS technology solutions that solve size and fit issues for fashion ecommerce companies. We evaluate from time to time various acquisitions and collaborations, including licensing or acquiring technologies, intellectual property rights, or businesses. The process for acquiring a company may take from several months up to a year and costs can vary greatly. We may also compete with others to acquire companies, and such competition may result in decreased availability of, or an increase in price for, suitable acquisition candidates. In addition, we may not be able to consummate acquisitions or investments that we have identified as crucial to the implementation of our strategy for other commercial or economic reasons. As a result, it may be more difficult for us to identify suitable acquisition or investment targets or to consummate acquisitions or investments on acceptable terms or at all. If we are not able to execute on any acquisition, we may not be able to achieve a future growth strategy and may lose market share.

In addition, the acquisition of ShoeSize.Me, Casi Nuevo’s Production Unit, Orgad, Naiz Fit and any potential future acquisition, joint venture or collaboration may entail numerous potential risks, including:

In addition, we may require significant financing to complete an acquisition or investment, whether through bank loans, raising of equity or debt or otherwise. We cannot assure you that such financing options will be available to us on reasonable terms, or at all. If we are not able to obtain such necessary financing, it could have an impact on our ability to consummate a substantial acquisition or investment and execute a future growth strategy. Alternatively, we may issue a significant number of shares as consideration for an acquisition, which would have a dilutive effect on our existing shareholders. For example, in partial consideration for the acquisition of ShoeSize.Me, we agreed to issue up to 269,093 shares of our common stock, in the acquisition of Orgad, we agreed to issue up to 111,602 shares of our common stock and in the Naiz acquisition we issued 240,000 shares of our common stock. Furthermore, if we undertake acquisitions, we may incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense.

We believe that enhancing the “Naiz Fit”our brand identity and increasing market awareness of our company and products, is critical to achieving widespread acceptance of our products. Our ability to successfully develop new retailers may be adversely affected by a lack of awareness or acceptance of our brand. To the extent that we are unable to foster name recognition and affinity for our brand, our growth may be significantly delayed or impaired. The successful promotion of our brand will depend largely on our continued marketing efforts, market adoption of our products, and our ability to successfully differentiate our products from competing products and services. Our brand promotion may not be successful or result in revenue generation. Any incident that erodes consumer affinity for our brand could significantly reduce our brand value and damage our business. If consumers perceive or experience a reduction in quality, or in any way believe we fail to deliver a consistently positive experience, our brand value could suffer and our business may be adversely affected.

Because our primary target customers include U.S. retailers ,retailers, we, together with the rest of the fashion/apparel industry, will depend upon consumer discretionary spending. Increases in unemployment rates, reductions in home values, increases in home foreclosures, investment losses, personal bankruptcies and reductions in access to credit and reduced consumer confidence, may impact consumers’ ability and willingness to spend discretionary dollars. In addition, volatile economic conditions may repress consumer confidence and discretionary spending. Any of the foregoing may have a material adverse effect on our business, financial condition and results of operations.

We face significant competition in every aspect of our business. Our competitors include True Fit, Virtusize, EasyMeasure, AR MeasureKit, Smart Measure andFit Analytics and 3DLook. These companies may already have an established market in our industry. Most of these companies competitors have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours.

In particular, in October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and these terrorist organizations in parallel continued rocket and terror attacks. As a result of the events of October 7, 2023, the Israeli government declared that the country was at war and the Israeli military began to call-up reservists for active duty. In October 2025, a ceasefire was brokered between Israel and Hamas. However, we cannot predict if and to what extent this ceasefire will remain in effect or upheld. None of our full-time or part-time employees in Israel were called up for reserve service. Military service call ups that result in absences of personnel from us for an extended period of time may materially and adversely affect our business, prospects, financial condition and results of operations.

In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon Lebanon (with the Hezbollah terror organization) and on other fronts from various extremist groups in the region, such as the Houthi movement movement in Yemen and various rebel militia groups in Syria and Iraq. It is possible that hostilities with Hezbollah in Lebanon will escalate, escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries, such as Iran, will join the hostilities. Such clashes may escalate in the future into a greater regional conflict. Israel has carried out a number of targeted strikes on sites belonging to these terror organizations and, in October 2024, Israel began ground operations against Hezbollah in Lebanon culminating in a cease fireceasefire agreed to between Israel and Lebanon on November 27, 2024, thebut resultsin March 2026, hostilities resumed along Israel’s northern border with Lebanon, when Hezbollah resumed its attacks as part of whicha arebroader uncertain.regional escalation. In response, Israel resumed military operations against Hezbollah in Lebanon. In addition, in June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran, onaimed twoat occasions,disrupting Iran’s capacity to coordinate or launch further hostilities against Israel, as well as to degrade its nuclear program. In response, Iran launched directmultiple attacks on Israel involving hundredswaves of drones and missiles, promptingballistic missiles at Israeli aircities. defensesWhile a ceasefire was reached in June 2025 following 12 days of hostilities, on February 28, 2026, the United States and retaliatoryIsrael strikes,launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them. In response, Iran has threatenedfired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. A two-week ceasefire was brokered in April 2026 to continueallow the parties to attacknegotiate, Israelbut its durability and isthe widelyprospects believedfor to bea developingsuccessful nuclearagreement weapons.remain uncertain. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria. These situations may potentially potentially escalate in the future to more violent events which may affect Israel and us. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results of operations and could make it more difficult for us to raise capital. Parties with whom we do business may decline to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements. Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. In recent years, the hostilities involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions in Israel.

Since the war broke out on October 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our business operations. In particular, most of our operations are in Spain.Spain and the U.S. However, theif intensity and durationany of Israel’s current war against Hamas isthe difficult to predict at this stage, as are such war’s economic implications on our business and operations and on Israel’s economy in general. If the ceasefireceasefires declared collapse or a new war commences or hostilities expand to other fronts, our operations may be adversely affected.

Our Certificate of Incorporation currently authorizes 250,000,000 shares of common stock, of which 2,110,7484,639,784 are currently outstanding as as of MarchApril 10,14, 20252026 and our board of directors is authorized to issue additional shares of our common stock. Although our board of directors intends to utilize its reasonable business judgment to fulfil its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additional shares of our capital stock could cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a material effect on the market value of the shares. Further, other than certain participation rights that we have granted in a past offering, our shares do not have preemptive rights, which means we can sell shares of our capital stock to other persons without offering purchasers in this offering the right to purchase their proportionate share of such offered shares. Therefore, any additional sales of stock by us could dilute your ownership interest in our Company.

As of MarchApril 10,14, 2025,2026, we had outstanding warrants to acquire 813,9711,005,062 shares of our common stock and stock options to purchase 14,53811,376 shares of our common stock, which warrants and options are exercisable for prices ranging between $3.83$0.01 and $338. The expiration of the term of such options and warrants range from 0.160.5 years to 4.7 years. If a significant number of such warrants and stock options are exercised by the holders, the percentage of our common stock owned by our existing stockholders will be diluted.

On February 7, 2022, My Size Israel 2014 Ltd, or My Size Israel, entered into a Share Purchase Agreement, or the Orgad Agreement, with Amar Guy Shalom and Elad Bretfeld, or the Orgad Sellers, pursuant to which the Orgad Sellers agreed to sell to My Size Israel all of the issued and outstanding equity of Orgad.

In addition to our Israel operations, we historically had operations in Russia through our wholly owned subsidiary, My Size LLC. To date, mainly due to the invasion of Ukraine by Russia and the ongoing sanctions we ceased mostall of our efforts in Russia and expect to dissolve the subsidiary in the near future.

Our revenues for the year ended December 31, 20242025 amounted to $8,257,000$9,362,000 compared to $6,996,000$8,257,000 for year ended December 31, 2023.2024. The increase from the corresponding period is primarily attributable to Orgad sales.sales as well the inclusion of New Percentil, ShoeSizeMe and Ten Peacks in the consolidated reporting as of December 31, 2025.

Our cost of revenues for the year ended December 31, 20242025 amounted to $4,934,000$6,362,000 compared to $4,265,000$4,934,000 for the year ended December 31, 31, 2023.2024. The increase in comparison with the corresponding period was due to duethe to an increase in revenues described above offset by an inventory mark-downinclusion of $643,000New duePercentil, toShoeSizeMe and Ten Peacks in the fireconsolidated thatreporting occurredas inof Orgad’sDecember warehouse31, during January 2023.2025.

Our research and development expenses for the year ended December 31, 20242025 amounted to $429,000,$597,000, aan decreaseincrease of $545,000,$168,000, or approximately 55.96%,39% compared to $974,000$429,00 for the year ended December 31, 2023.2024. The decreaseincrease fromwas the corresponding period primarily resulted from a decrease in salariesmainly due to reducedthe headcountannual andsalary aincrease decreaseof the retained employees in subcontractorNaiz expenses.Fit as well as the hiring of new employees.

Our sales and marketing expenses for the year ended December 31, 20242025 amounted to $3,114,000$3,212,000, aan decreaseincrease of $742,000,$98,000, or 19.2%,approximately 3% compared to $3,856,000$3,114,000 for the year ended December 31, 2023.2024. The decrease primarily resulted from a decreaseincrease in salariescomparison with the corresponding period was due to reducedthe headcount,inclusion consultantof expenses,New travel and marketing expenses offset by an increasePercentil in Amazonthe feesconsolidated duereporting toas anof increaseDecember in sales.31, 2025.

Our general and administrative expenses for the year ended December 31, 20242025 amounted to $3,368,000,$4,787,000, aan decreaseincrease of $603,000,$1,419,000, or 15.2%, approximately 42% compared to $3,971,000 $3,368,000 for the year ended December 31, 2023.2024. The decreaseincrease compared tofrom the corresponding period wasis mainlyprimarily dueattributable the inclusion of New Percentil, toShoeSizeMe aand decreaseTen Peacks in professionalthe servicesconsolidated andreporting insuranceas expenses.of December 31, 2025.

OurThere was no other income recorded for the year ended December 31, 2025 as compared to the to $275,000 other income for the year ended December 31, 2024 amounted to $275,000 compared to none for the year ended December 31, 2023.2024. The other income for the year ended December 31, 2024 resulted from certain downward post-closing adjustment that were made in the Orgad acquisition.

As a result of the foregoing, for the year ended December 31, 2024,2025, our operating loss was $3,944,000,$5,740,000, aan decreaseincrease of $2,797,000$1,796,000 or 41.5%, 46%, compared to our operating loss for the year ended December 31, 20232024 of $6,741,000. $3,944,000.

Our financial expenses,expense, net for the year ended December 31, 20242025 amounted to $51,000$112,000 compared to financial income of, $99,000$51,000 for the year ended December 31, 2023.2024. In 2024,2025, we hadthe financial expensesincome is attributable to the exchange rate differences offset by an income from fair value revaluation of investment in marketable securities whereas in 2023 we had financial income from the fair value revaluation of warrants offset by expenses from exchange rate differences and expenses from fair value revaluation of investment in marketable securities.differences.

As a result of the foregoing, our net loss for the year ended December 31, 20242025 was $3,995,000$5,852,000 compared to net loss of $6,380,000$3,995,000 for the year ended December 31, 2023.2024. The decreaseincrease in net loss was mainly due to the reasons mentioned above.

As of December 31, 2024,2025, we had cash, cash equivalents and restricted cash of $4,880,000$2,557,000 compared to $2,264,000$4,880,000 cash, cash equivalents, restricted cash as of December 31, 2023.2024. This increasedecrease primarily resulted from the warrant repricing transaction that was completed in May 2024 and proceeds from warrants that were exercised in December 2024, offset by payments that were made to suppliers, resources that were deployed to grow our businesses and payments related to theacquisition Orgadof acquisition.New Percentil, ShoeSizeMe and Ten Peacks.

In January 2025, we entered into an At The Market Offering Agreement, (the “Offering Agreement”) with ith H.C. Wainwright & Co., LLC, as agent (“Wainwright”) pursuant to which which we may offer and sell, from time to time through Wainwright shares of our common stock having an aggregate offering price of up to $4.1 million. We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate gross proceeds from each sale of the shares under the Offering Agreement. As of the date hereof, we sold 60,5891,833,532 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $142,000.$3,127,000.

Net cash used in operating activities was $5,142,000 for the year ended December 31, 2025 compared to $3,092,000 for the year ended December 31, 2024 compared to $6,106,000 for the year ended December 31, 2023.2024. The decreaseincrease in cash used in operating activity is derivedattributable to mainlythe from decreaseincrease in the net loss, changeimpairment incharge, inventoryshare-based compensation, amortization of intangibles assets of New Percentil and ShoeSizeMe offset by changenet inworking account receivables.assets.

Net cash flow fromused in investing activities was $53,000$196,000 for the year ended December 31, 20242025 compared to net cash provided by investing activities of $7,000$53,000 for the year ended December 31, 2023.2024. The net cash provided byto investing activities for the year ended December 31, 20242025 was mainlythe fromresult proceedsof fromthe shortacquisition termof depositsNew Percentil and from investment in a JV.ShoeSizeMe.

Net cash provided by financing activities was $5,594,000$2,995,000 for the year ended December 31, 20242025 compared to net cash of $6,134,000$5,594,000 for the year ended December 31, 2023.2024. The net cash provided by financing activities for the year ended December 31, 20242025 was mainlythe dueresult toof warrantthe repricing transaction that was completed in May 2024 and proceeds from warrantsthe thatsale wereof exercisedordinary onshares Decemberfrom 2024the Offering Agreement with Wainwright offset by repayment ofthe loans in an amountpayment of $735,000.loans.

We expect that we will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected projected cash flows and cash balances as of December 31, 2024,2025, we believe our existing cash will not be sufficient to fund operations for a period of more than 12 months. As a result, there is substantial doubt about our ability to continue as a going concern.concern . We will need to raise additional capital, which may not be available on reasonable terms or at all. Additional capital would be used to accomplish the following:

Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions, the Russian invasion of Ukraine, the warsecurity betweensituation Israelin and Hamas,Israel, and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our business, results of operations and financial condition.

We determine the fair value of our reporting units using the income approach. According to the income, we use discounted cash flows to estimate the fair value. Cash flow projections require us to make significant estimates of revenue growth rates and operating margins, taking into consideration the industry’s and market’s conditions. The discount rate used is based on the weighted average cost of capital (“WACC”),capital, adjusted for the relevant risk associated with business-specific characteristics.

Based on our analysis, we determined that the carrying value of ourthe SaaSfashion Solutionse-commerce reporting unitsegment exceeded its expected fair valuevalue, as determined using a discounted cash flow model which is primarily based on management’s future revenue and cost estimates. and an impairment charge of $631,000$144,000 was recorded.

ThereExcept as set forth below in this Item 1A and the Risk Factors included in our previous filings made with the SEC, there have been no material changes to our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026.

References to “U.S. dollars” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented in this Quarterly Report on Form 10-Q for threesix months ended on MarchJune 31,30, 2026 are translated using the rate of NIS 3.1652.978 to $1.00.

All information in this Quarterly Report on Form 10-Q relating to shares or price per share reflects the 1-for-8 reverse stock split effected by us on AprilAugust 19,12, 20242026 with the shares beginning trading on a post-split basis on the Nasdaq Capital Market on AprilAugust 23,13, 2024.2026.

Our revenues for the threesix months ended MarchJune 31,30, 2026 amounted to $2,394,000$5,464,000 compared to $1,479,000$3,485,000 for the threesix months ended March 31,June 30, 2025. The increase in the threesix months ended MarchJune 31,30, 2026 from the corresponding period is primarily attributable to an increase in fashion e-commerce platform as well as well as the inclusion of revenue generated by PercentilShoeSizeMe and Ten Peacks in the consolidated report.

Our cost of revenues expenses for the threesix months ended MarchJune 31,30, 2026 amounted to $1,454,000$3,551,000 compared to $1,059,000$1,941,000 for the three six months ended June March 31,30, 2025. The increase in comparison with the corresponding period was mainly due to increase in amounts sold in Orgad and Rotrade.Rotrade as well as the inclusion of ShoeSizeMe and Ten peacks in the consolidated report.

Our research and development expenses for the threesix months ended MarchJune 31,30, 2026 amounted to $239,000$614,000 compared to $82,000$224,000 for the threesix months ended MarchJune 31,30, 2025. The increase from the corresponding period was mainly due to an increase in salaries expenses due to increased headcount and an increase in subcontractor expenses to align with our strategy to invest heavily in innovation.

Our sales and marketing expenses for the threesix months ended MarchJune 31,30, 2026 amounted to $890,000$2,025,000 compared to $567,000$1,087,000 for the threesix months ended MarchJune 31,30, 2025. The increase primarily resulted from an increase in Amazon fees due to the increase in sales in Orgad and Rotrade as well as the inclusion of Percentil’sPercentil sales and marketing expenses in the consolidated report.

Our general and administrative expenses for the threesix months ended MarchJune 31,30, 2026 amounted to $1,217,000$2,402,000 compared to $831,000$1,735,000 for the threesix months ended MarchJune 31,30, 2025. The increase was attributable to the increased in consulting expenses for investor relations as well as the as the inclusion of Percentil’sShoeSizeMe and Ten Peacks ‘ general and administrative expenses in the consolidated report.

As a result of the foregoing, for the six months ended June 30, 2026, our operating loss was $3,128,000 an increase of $1,482,000, or 90%, compared to our operating loss for the six months ended June 30, 2025 of $1,646,000 As a result of the foregoing, for the three months ended MarchJune 31,30, 2026, our operating loss was $1,406,000$1,722,000 an increase of $320,000,$1,136,000, or 194%, 33%, compared to our operating loss for the three months ended MarchJune 31,30, 2025 of $1,060,000.$586,000.

Our financial expensesexpense for the threesix months ended MarchJune 31,30, 2026 $70,000was $100,000 as compared to the financial income of $182$136,000 for the threesix months ended March 31,June 30, 2025.

As a result of the foregoing, our net loss for the threesix months ended MarchJune 31,30, 2026 was $1,476,000,$3,228,000, compared to net loss of $1,060,000$1,510,000 for for the threesix months ended MarchJune 31,30, 2025. The increase in net loss was mainly due to the reasons mentioned above.

Since our inception, we have funded our operations primarily through public and private offerings of debt and equity securities in the State of Israel and in the United States As of MarchJune 31,30, 2026, we had cash, cash equivalents and restricted cash of $910,000$711,000 compared to $2,557,000 of cash, cash equivalents and restricted cash as of December 31, 2025. This decrease primarily resulted from offset by payments that were made to suppliers, resources that were deployed to grow our businesses and payments.

In January 2025, we entered into an At The Market Offering Agreement, or the Offering Agreement with H.C. Wainwright & Co., LLC, as agent, or Wainwright, pursuant to which we may offer and sell, from time to time through Wainwright shares of our common stock having having an aggregate offering price of up to $4.1 million. We agreed to pay Wainwright a commission at a fixed rate of 3.0% of the aggregate aggregate gross proceeds from each sale of the shares under the Offering Agreement. As of March 31, 2026 and the date hereof, we sold 2,011,912344,047 shares pursuant to the Offering Agreement for aggregate gross proceeds of approximately $3.6$3.9 million.

CashNet cash used in operating activities amounted to $2,069,000$2,044,000 for the threesix months ended MarchJune 31,30, 2026, compared to $1,268,000$2,306,000 for the three six months ended MarchJune 31,30, 2025. The increase in cash usedreduction in operating activitycash isoutflows derivedwas mainlyprimarily fromdriven by favorable working capital movements, including reductions in inventory, accounts receivable, and other receivables and prepaid expenses. These positive changes were partially offset by the payment of outstanding trade payables and an increase in theour net loss offsetduring bythe a change in inventory and account receivables.period.

NetCash cashused providedin by financinginvesting activities wasamounted $453,000to $47,000 for the threesix months ended MarchJune 31,30, 2026,2026 compared to $95,000$54,000 cash used for the threesix months ended MarchJune 31,30, 2025. TheInvesting cash flowoutflows fromin financingboth activitiesperiods were primarily related to purchase of property and equipment, with the lower cash outflow for the threesix months ended MarchJune 31,30, 2026 resultedreflecting fromreduced loancapital proceedsexpenditures and thecompared issuance of shares duringto the prior-year period.

We expect that the we will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of the date of these financial statements, management is of the opinion that there is an uncertainty uncertainty that its existing cash will be sufficient to fund operations for a period of more than 12 months. As a result, there is substantial doubt doubt about the Company’sour ability to continue as a going concern. We will need to raise additional capital, which may not be available on reasonable terms or at all. Additional capital would be used to accomplish the following: