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

The diagnostics market is extremely competitive and characterized by rapidly evolving industry standards and new product enhancements. Our diagnostic tests are technologically innovative and require significant planning, design, development, and testing at the technological, product, and manufacturing process levels. These activities require significant capital commitments and investment. There can be no assurance that our intended products or proprietary technologies will remain competitive following the introduction of new products and technologies by competing companies within the industry.industry, including competitors’ use of artificial intelligence (“AI”). AI is increasingly being used across the diagnostics market, including by our competitors, which presents risks to our competitive position. Furthermore, there can be no assurance that our competitors will not develop products that render our future products obsolete or that are more effective, accurate or can be produced at lower costs. There can be no assurance that we will be successful in the face of increasing competition from new technologies or products introduced by existing companies in the industry or by new companies entering the market.

The market for diagnostics is also significantly affected by new product introductions and other market activities of industry participants. Our competitors include large multinational corporations and their operating units, including Exact Sciences Corporation, Guardant Health, GRAIL Inc., Freenome Holdings Inc, CellMax Life, Archer DX Inc., Foundation Medicine Inc., Oncocyte Corporation, OpKo Health Inc., MDNA Life Sciences Inc., Abbott Laboratories Inc., Cepheid Inc., Hologic Corporation, Agilent Technologies Inc., Qiagen Inc., Thermo Fisher, Illumina, Becton Dickinson, BioMerieux, Siemens, Gen-Probe Incorporated, EpiGenomics AG, MDxHealth SA, Roche Diagnostics, Cytovale Inc. and Immunexpress Inc., and from companies such as One Health Company (Fidocure) and focused on the veterinary space. There may also be other companies developing products competitive with ours of which we are unaware. Successful commercialization of our services will require that we satisfactorily address the needs of various medical practitioners that constitute a target market to reach customers and to address potential resistance to recommendations for our services. If we are unable to continue to achieve significant market penetration, we will not be able to generate sufficient revenue to become profitable and our products may become obsolete.

Our business is dependent not only on our ability to successfully develop and commercialize diagnostic products.products but also the ability of our licensing partners. If we/they fail to develop and commercialize diagnostic products, we may be unable to execute our plan of operations.

Access to human and animal sample types, such as bloodblood, is necessary for our research and product development. Acquiring samples from individuals / animals with clinical diagnoses or associated clinical outcomes through purchase or clinical studies is necessary. Lack of available samples can delay development timelines and increase costs of development. Generally, the agreements under which we gain access to human and animal samples are non-exclusive. Other companies may compete with us for access. If we are not able to negotiate access to clinical samples with research institutions, hospitals, clinical partners, pharmaceutical companies, or companies developing therapeutics and/or diagnostics on a timely basis, or at all, or if other laboratories or our competitors secure access to these samples before us, our ability to research, develop and commercialize future products will be limited or delayed. Equally, we may not be able to conduct or complete clinical studies in a timely manner if we are unable to enroll sufficient numbers of patients in such studies, which could consequently have an adverse effect on our research and development and product commercialization efforts.

We rely on third parties to clinically validate manufacture and supply our intended products. Any problems experienced by these third parties could result in a delay or interruption in the supply of our intended products to our customers, which could have a material negative effect on our business.

We depend, and expect to continue to depend, on third-party distributors to market, sell, and service our products in our intended markets. For example, Antech has commenced pre-order sales of our Nu.Q® Vet Cancer Test for screening of cancer in canines to veterinarians at the point of care and we engaged IDEXX to make our Nu.Q® Vet Cancer Test available to reference laboratories in the United States. Further, we have engaged with others including DNAtech, Portugal, and, through our agreement with Antech, with Scil Lab Europe, to launch the Nu.Q® Vet Cancer Test to customers in Europe. In November 2023, we launched the Nu.Q® Vet Cancer Test in the UK and Ireland through our distributor, the Veterinary Pathology Group, and in the UK through Nationwide Laboratories. Our test is also available in Japan through Fujifilm Vet Systems Co. Ltd, a leading provider of veterinary testing services in Japan. We are subject to a number of risks associated with reliance upon these parties and other third-party distributorsdistributors, including the following:

We are subject to regulation by the FDA in the United States, the CE in Europe, the CFDANMPA in China, and other regulatory bodies in other countries where we intend to sell our future products. Before we are able to place our intended products in the clinical IVD markets in the United States, China and Europe, we will be required to obtain clearance or approval of our future products from the FDA and the CFDANMPA with respect to the United States and China, respectively, and receive a CE mark with respect to Europe. In Europe, since May 2022, IVD medical devices are regulated by the new EU IVDR. The most challenging changes under the EU IVDR as compared to the previous Directive are those regarding the classification of products, which brings almost all IVDs under the direct review and control of Notified Bodies, and the performance evaluation of IVDs, which requires extensive clinical and analytical performance studies in addition to a demonstration of scientific validity. These changes and other additional requirements to obtain a CE Mark could result in delays and further expense, in terms of staff costs to us compared to the process under the previous Directive.

If we fail to complyregain compliance with the NYSE American’s continued listing requirements, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.

Our common stock is listed on the NYSE American. The continued listing of our common stock on the NYSE American is subject to our continued compliance with certain listing requirements, including requirements related to corporate governance, our financial condition and operating results, the trading price of our common stock, number of stockholders and our market capitalization. IfOn February 6, 2026, we fallreceived outa notice of non-compliance from the NYSE American stating that we are not in compliance with continued listing standards of Section 1003(a)(i), Section 1003(a)(ii), and Section 1003(a)(iii). To regain compliance, the Company submitted a plan (the “Plan”) advising of actions it has taken or will take to regain compliance with the NYSE American’scontinued listing standards by August 6, 2027. If the NYSE American determines to accept the Plan, the Company will be notified in writing and will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan. If the NYSE American rejects the Plan, or accepts the Plan but we fail to regain compliance within the applicable cure periods, our common stock maywould be delistedsubject to delisting from the NYSE American. The delisting of our common stock could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital on terms acceptable to us, or at all, reduce the amount of analyst coverage of our securities, result in the loss of confidence by investors and employees, and could lead to fewer business development opportunities, any of which could adversely affect our business.

Our board of directors has the power, under our chartercorporate governance documents to:

Our future as an operating business will depend on our ability to obtain sufficient capital contributions, financing and/or generate revenues as may be required to sustain our operations. Management plans to address the above as needed by: (a) securing additional grant funds; (b) obtaining additional financing through debt or equity transactions; (b) securing additional grant funding; (c) granting licenses to third parties in exchange for specified up-front and/or back-end payments; and (d) developing and commercializing our products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash.

Net cash used in operating activities was $25.9$19.7 million and $18.1$25.9 million for the years ended December 31, 20242025 and December 31, 2023,2024, respectively. The increasedecrease in cash used in operating activities during 20242025 when compared to 20232024 was primarily due tolower thepersonnel deferred revenue receiptcosts of $13$2.4 million, lower research and development expenses of $2.7 million together with an increase in theaccounts priorpayable yearof offset$1.1 by lower payroll costs and amounts paid to suppliersmillion during the period.

NetThis cashcompares provided by financing activities in 2024 consisted ofwith $0.7 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility during the period ended December 31, 2024, $6.3 million in cash received before deducting offering expenses of $0.2 million from the issuance and sale of the shares of common stock, pre-funded warrants and common warrants in a registered direct offering that closed in August 2024, and a further $1.9 million in cash received before deducting offering expenses of $0.1 million from the issuance and sale of common stock and common warrants in a registered direct offering to certain directors and executive officers of the Company as well as other investors that closed in December 2024.

We intend to use our cash reserves to predominantly fund further research andproduct development, and commercialization activities. We do not currently have any substantial source ofsufficient revenues and expect to rely on additional future financing, through the sale of licensing or distribution rights, grant funding and the sale of equity or debt securities to provide sufficient funding to execute our strategic plan. There is no assurance that we will be successful in raising further funds.

Our operations are still transitioning from a research and development stage to a commercialization stage. Revenue for the year ended December 31, 20242025 was $1,233,511$1.7 million compared with $775,302$1.2 million for the year ended December 31, 2023.2024. The main source of revenues during the years ended December 31, 20242025 and December 31, 2023,2024, was product sales primarily of the Nu.Q® Vet Cancer Test and servicesNu.Q Discover kits. Services revenue fromrelated oursolely to Nu.Q® Discover offering.services.

Research and development expenses decreased to $14.4$10.1 million from $19.6$14.4 million for the years ended December 31, 20242025 and December 31, 2023,2024, respectively. The decrease in overall research and development expenditures during 20242025 was primarily related to decreasedlower research expenses and a reduction in personnel expenses as a result of reduced clinical researchtrial costsactivity andfollowing lowercompletion personnelof expenses.certain clinical studies. FTE personnel numbers within this division decreased by fourteenfive to fifty twoforty-seven during 20242025 compared to the prior year period.

General and administrative expenses decreasedincreased to $8.5$9.5 million from $10.4$8.5 million for the years ended December 31, 20242025 and December 31, 2023,2024, respectively. The decreaseincrease in overall general and administrative expenditures during 20242025 was primarily due to lowerstock-based personnel expenses,compensation, legal and professional fees and stock-basedhigher compensation.personnel expenses and partially offset by lower general and administrative expenses. The FTE personnel number within this division decreased by threetwo to nineteenseventeen during 20242025 compared to the prior year period.

Sales and marketing expenses decreased to $5.4$3.9 million from $6.8$5.4 million for the years ended December 31, 20242025 and December 31, 2023,2024, respectively. The decrease in overall sales and marketing expenditures was primarily due to decreasedreduced personnel expenses and lowerdirect stock-basedmarketing compensation.and professional fees during the year. The FTE personnel number within this division decreased by eightthree to fourteeneleven during 20242025 compared to the prior year period.

For the year ended December 31, 2024,2025, other incomeexpenses decreasedincreased to approximately $(0.2)$1.8 million compared to other incomeexpenses of approximately $0.3$0.2 million for the year ended December 31, 2023.2024. This decreaseincrease in other incomeexpenses was primarily due to reducedamortization of debt discount of $2.0 million related to the Lind note and $0.5 million of interest expenses partially offset by increased grant income received of approximately $0.1$0.5 million during 20242025 compared to $0.2$0.1 million in 20232024, andtogether awith gaingains in the fair value of thederivative and warrant liabilityliabilities, during 2023.2025.

For the year ended December 31, 2024,2025, the Company’s net loss was $27.3$23.5 million, a decrease of approximately $(8.4)$3.8 million, in comparison to a net loss of $35.7$27.3 million for the year ended December 31, 2023.2024. The change was a result of the factors described above.

We may seek to obtain additional capital through the sale of debt or equity securities if we deem it desirable or necessary. These sales may include the sale of equity securities from time to time through our “at the market facility” with JefferiesJonesTrading Institutional Services, LLC under ana equityCapital distributionOn agreementDemand™ Sales Agreement dated MayApril 20,22, 20222025 (see Note 7, Common Stock – Equity“At Distributionthe Agreements,Market” Offerings of the Notes to consolidated financial statements). However, we may be unable to obtain such additional capital when needed, or on terms favorable to us or our stockholders, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If additional funds are raised through the issuance of debt securities, the terms of such securities may place restrictions on our ability to operate our business.

We base our estimates and assumptions on current facts, historical experiences, information from third-party professionals and various other factors that itwe believesbelieve to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected.

Imagine a world where diseases like cancer and sepsis can be diagnosed early and monitored easily using routine blood tests. That’sThat is the world Volition is trying to build by developing its innovative family of simple, easy to use, cost-effective blood tests.

We believe,believe thatthat, given the global prevalence of cancer and diseases associated with NETosis, and the low-cost, accessible and routine nature of our tests, subject to clinical validation, regulatory authorization, and successful commercialization, our tests have the potential for use throughoutin themarkets world.worldwide.

We aim to remain an IPintellectual property powerhouse in the epigenetic space and expect to monetize our IP and technologies through licensing and distribution contracts with companies that have established distribution networks and expertise on a worldwide or regional basis, in both human and animal care across platforms (centralized labs and point-of-care / in-house diagnostics).

In September 2025, we signed a Research License and Exclusive Commercial Option Rights Agreement for Antiphospholipid Syndrome, or APS, with Werfen, a global leader in the field of in specialized diagnostics for hemostasis, thrombosis and other NETs-related indications. FullThe full terms of the agreement are confidential, buthowever, under the agreement, Werfen will gain access to the components of Volition'sVolition’s proprietary Nu.Q® H3.1 NETs assay and will investigate its clinical utility on its platforms in the management of APS patients on its platforms.patients. Werfen also has an option to negotiate terms with Volition for it to launch the product commercially under an exclusive license.license to commercialize the product.

Also in September 2025, Volition signed an agreement with Hologic Diagenode (NASDAQ: HOLX), or Hologic, for the co-marketing of Volition'sVolition’s Nu.Q® Discover service. Under the agreement, Hologic will co-market Nu.Q® Discover services withto Hologic customers for an initial one-year term. If successful, the aim is for Hologic to be appointed as an exclusive provider of those services, subject to further agreed upon terms. The intention of this agreement is to expand customer access to our proprietary Nu.Q® Discover assays.

We are in various stages of active discussions at various stages with approximately ten leading diagnostics and liquid biopsy companies for both Nu.Q® and Capture-Seq™, including ongoing technology evaluations, however, there is no guarantee such discussions may or may notwill result in executed agreements.

On March 28, 2022, Volitionwe entered into a master license and product supply agreement with Heska, now an Antech Company. In exchange for granting Heska exclusive worldwide rights to sell our Nu.Q® Vet Cancer Test at the point of care for companion animals, Volition received a $10.0 million upfront payment upon signing,signing receivedand a $13.0 million payment based uponon the achievement of two milestonesmilestones. andVolition is eligible to receive up to an additional $5.0 million payment based upon the achievement of a final milestonemilestone, uponwhich will occur on the earlier of: (i) the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines, or (ii) the nine-month anniversary of the first peer-reviewed paper evidencing clinical utility for the screening or monitoring of lymphoma in felines being published in any one of a number ofthe periodicals identified by the parties. In addition, Volition has granted Heska non-exclusive rights to sell the Nu.Q® Vet Cancer Test in kit format for companion animals through Heska’s network of central reference laboratories.

WeIn alsoOctober 2022, we entered into a licensing and supply agreement with IDEXX in October 2022.IDEXX. This contract provides worldwide customer reach through IDEXX’s global reference laboratory network as we continue to commercialize our transformational Nu.Q® technology within the companion animal healthcare sector and capitalize on the significant opportunities available. IDEXX launched the IDEXX Nu.Q® Canine Cancer Test in January 2023.

In November 2023, we launched the Nu.Q® Vet Cancer Test in the UK and Ireland through our distributor,distributors, the Veterinary Pathology Group,Group and in the UK through Nationwide Laboratories. In July 2024, we launched the Nu.Q® Vet Cancer Test in Japan with Fujifilm Vet Systems. As of MarchJune 31,30, 2026, the Nu.Q® Vet Cancer Test is available in over twenty countries.

In March 2025, we signed the first ever Nu.Q® Vet Cancer Test Automation Agreement with Fujifilm Vet Systems to include Volition'sVolition’s ChLIA version of the test via the Immunodiagnostic Systems,Systems or IDS,IDS i10® automated analyzer platform, for a new five year initial term. Fujifilm Vet Systems willis expected to be among the first in the world to utilize this centralized lab automation for the Nu.Q® Vet Cancer Test which will enable a more rapid turnaround and high throughput to meet increasing demands.

The second prong of our strategy is to leverage our granted CE mark, which has been approved in the EU for any NETs related diseases. Our ChLIA version of the CE-marked Nu.Q® NETs Test is via the IDS-i10TM automated analyzer platform from Immunodiagnostic Systems, a subsidiary of Revvity. Our aim is to sell this product, either directly or in conjunction with Immunodiagnostic Systems, to institutions for use in thea wide range of clinical applications where NETosis plays a critical role. In a significant commercial milestone, we recorded our first revenue from sales of our CE-Marked Nu.Q® NETs automated product in Europe in the first quarter of 2025. This is the first revenue generated from a regulated clinically approved product. As of MarchJune 31,30, 2026, we have 12 hospital clients evaluating our Nu.Q® NETs test for a range of diseases.

In the fourth quarter ofNovember 2025, we received our first order for the Nu.Q® Cancer assays for clinical certification ahead of routine clinical use in lung cancer and in January 2026 were delighted to announce that preparation of the reimbursement submission is underway, actively supported by the Hospices Civils de Lyon, France'sFrance’s second largest university hospital system and two other French institutions. Reimbursement will be a major milestone for Volition in the commercialization and licensing of Nu.Q® in the human cancer field. Once achieved, we anticipate the introduction into routine clinical use in France by the fourth quarter of 2026.

We have financed our operations since inception primarily through private placements and public offerings of our common stock. As of MarchJune 31,30, 2026, we had cash and cash equivalents of approximately $3.1$2.8 million.

Net cash used in operating activities was $5.3$10.4 million for the three monthssix-months ended MarchJune 31,30, 2026 and $4.3$10.6 million for the three monthssix-months ended MarchJune 31,30, 2025, respectively. The increasedecrease in cash used in operating activities for the period ended MarchJune 31,30, 2026 when compared to the same period in 2025 can mainly be attributed to increasedreduced expenditurepersonnel on clinical trials.expenditure.

Net cash used in investing activities was $9,214$0.0 million and $1,808$0.1 million for the three monthssix-months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively. The smallslight increasedecrease was due to areduced purchasepurchases of laboratory equipment in the period ended MarchJune 31,30, 2026, as compared to the same period in the prior year.

Net cash provided by financing activities was $7.6$12.6 million for the three monthssix-months ended MarchJune 31,30, 2026 and net cash usedprovided inby financing activities was $3.7$9.3 million for the comparable period ended MarchJune 31,30, 2025. The increase in cash provided by financing activities for the period ended MarchJune 31,30, 2026 when compared to same period in 2025 was primarily due to (i) $1.9 million from the Lind note, before deducting offering expenses of $0.1 million. This is compared to $2.4 million in cash,cash received, before deducting offering expenses of $0.1 million, from the issuance and sale of shares of common stock and warrants in a registered direct offering that closed in MarchJanuary 20252026, (ii) $4.6 million in cash raised through Maxim, before deducting offering expenses of $0.3 million, from the issuance and $5.5sale of shares of common stock, warrants, and pre-funded warrants in an offering that closed in June 2026, and (iii) $6.6 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility during the period ended MarchJune 31,30, 2026 compared to (x) $2.4 million in cash, before deducting offering expenses of $0.1 million from the issuance and sale of shares of common stock and warrants in a registered direct offering that closed in March 2025 (the “March 2025 RDO”), (y) $6.3 million in cash, before deducting commitment and legal fees of $0.3 million, received in exchange for the issuance of a senior secured convertible note in May 2025, (z) $0.3 million in net proceeds, received from the issuance and sale of 448,706 shares of common stock under our “at-the-market” facility with Jefferies LLC acting as exclusive placement agent, (iv) $0.2 million in net proceeds received from the issuance and sale of 321,562 shares of common stock under our Capital On DemandTM Sales Agreement (the “2025 ATM Sales Agreement”) with JonesTrading Institutional Services, LLC (“JonesTrading”) during the six-months ended June 30, 2025, and (v) $0.3 million in net cash received from the issuance of shares of common stock under our “at-the-market” facility with JonesTrading during the periodsix-months ended MarchJune 31,30, 2025.

For additional information on our “at the market facility,” and the March 2025 registered direct offering,RDO, refer to Note 6, Common Stock – Equity Distribution Agreement and – 2025 Equity Capital Raise, of the notes to the condensed consolidated financial statements included within this Report.

The following table summarizes our approximate contractual payments due by year as of MarchJune 31,30, 2026.

We intend to use our cash reserves to predominantly fund furtherlong researchterm anddebt, development,lease liabilities, and commercialization activities. We do not have any substantial source of revenues and expect to rely on additional future financing, through the sale of licensing or distribution rights, grant funding and the sale of equity or debt securities to provide sufficient funding to execute our strategic plan. There is no assurance that we will be successful in raising further funds.

Comparison of the Three-MonthsThree Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

The following table sets forth our results of operations for the three monthsthree-months ended onJune March30, 31, 2026,2026 and MarchJune 31,30, 2025, respectively.2025.

Our operations are transitioning from a research and development stage to a commercialization stage. Revenues during the three-months ended MarchJune 31,30, 2026 were $1.0$0.4 million, compared with $0.2$0.4 million for the three-months ended MarchJune 31,30, 2025. The main source of revenue during the three monthsthree-months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 was product revenues from sales of the Nu.Q® Vet Cancer Test and the Nu.Q® Discover kits. TheRevenue remained flat year onover year increase was primarilyyear, driven by ansteady increaseproduct sales and consistent demand in deferred revenue recognition for the Nu.Q® Vet Cancer Test related to the Heska agreement. This resulted from a catch-up of deferred revenue recognition of approximately $0.7 million in the period, reflecting an updated forecast in line with our accounting policy. Services revenue related solely to Nu.Q® Discover services.services for which revenue recognition is dependent on client project delivery schedules.

Total operating expenses increaseddecreased to $6.3$4.6 million for the three monthsthree-months ended MarchJune 31,30, 2026 from $5.8$6.7 million for the three monthsthree-months ended MarchJune 31,30, 2025, as a result of the factors described below.

Research and development expenses increaseddecreased to $2.9$1.8 million from $2.6$2.7 million for the three-months ended MarchJune 31,30, 2026, and MarchJune 31,30, 2025, respectively. This increasedecrease was primarily related to reduced personnel expenses partly from reduced headcount together with the release of bonus provisions and lower stock-based compensation and by lower direct research and development expenses including our lung cancer studies in Taiwan and France.costs. The number of full-time equivalent,equivalent or FTE,(“FTE”) personnel we employed in this division decreased by 1012 to 4236 compared to the prior year period.

General and administrative expenses increaseddecreased to $2.6$2.2 million from $2.2$2.9 million for the three-months ended MarchJune 31,30, 2026, and MarchJune 31,30, 2025, respectively. The increasereduction is due to lower personnel expenses partly from reduced headcount, the release of bonus provisions and reduced stock-based compensation, partially offset by higher legal and professional fees and other general and administrative costs mainly related to financing activities, partly offset by decreased personnel and stock-based compensation during the period. The FTE personnel number within this division decreased by 46 to 1513 compared to the prior year period.

Sales and marketing expenses marginally decreased to $0.9$0.5 million from $0.9$1.0 million for the three-months ended MarchJune 31,30, 2026, and MarchJune 31,30, 2025, respectively. The decrease was primarily due to lower personnel expenses,expenses partiallypartly offsetfrom byreduced increasedheadcount directtogether marketingwith the release of bonus provisions and professionalreduced feesstock-based during the period.compensation. The FTE personnel number within this division decreased by 13 to 108 compared to the prior year period.

For the three-months ended MarchJune 31,30, 2026, the Company’s other expense was $1.4$3.2 million compared to other income of $0.0 million for the three-months ended MarchJune 31,30, 2025. This increase in other expenses was due toreflected non-cash accounting charges related to certain convertible notes issued to Lind Global Asset Management XII LLC (the “Lind Notes”) for amortization of debt discountdiscount, loss on change in fair value of derivative liability, mandatory default amount on such notes payable and loss on extinguishment of debt related to the Lind convertible note during the three-monththree-months period ended MarchJune 31,30, 2026.

For the three-months ended MarchJune 31,30, 2026, the Company’s net loss was $6.7$7.3 million, aan increase of approximately $1.2$1.0 million in comparison to a net loss of $5.5$6.3 million for the three-months ended MarchJune 31,30, 2025. The change was a result of the factors described above.

We may seek to obtain additional capital through the sale of debt or equity securities if we deem it desirable or necessary. These sales may include the sale of equity securities from time to time through an “at the market offering program” under our Capital On DemandTM Sales Agreement with Jones Trading Institutional Services, LLC, seerefer to Note 6, Common Stock – 2025 ATM Sales Agreement of the notes to the condensed consolidated financial statements included within this Report. However, we may be unable to obtain such additional capital when needed, or on terms favorable to us or our stockholders, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or such equity securities may provide for rights, preferences or privileges senior to those of the holders of our common stock. If additional funds are raised through the issuance of debt securities, the terms of such securities may place restrictions on our ability to operate our business.

Our interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles, or GAAP, applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.periods, which involves a significant level of estimation uncertainty.