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

We are generating revenues from our products, but we expect to continue to incur significant R&D costs and administrative expenses. Our net loss and comprehensive loss for the years ended December 31, 2024,2025 and December 31, 2023,2024, was $46,942$81,786 and $33,638,$46,942, respectively. Our accumulated deficit as of December 31, 2024,2025, was $217,915.$299,773. As of December 31, 2024,2025, we had total shareholders’ equity of $195,664.$115,397. We expect to continue to incur losses for the foreseeable future, as we continue our integration efforts in relation to the Assisi® and Revo Squared asset acquisitions, the acquisitions of Structured Monitoring Products and Qorvo Biotechnologies, and our product development and commercialization activities. Even if we succeed in developing and broadly commercializing our products, we expect to continue to incur losses for the foreseeable future, and we may never become profitable. If we fail to achieve or maintain profitability, then we may be unable to continue our operations at planned levels and be forced to reduce or cease operations.

Our success depends in part on our continued ability to attract, retain and motivate highly qualified management and scientific personnel. We are highly dependent upon our senior management, particularly Larry Heaton, our Chief Executive Officer, ScottMichael Jordan,Zuehlke, our ChiefSenior FinancialVice Officer,President of Finance and Corporate Controller, Tony Blair, our Chief Operating Officer, Karen DeHaan-Fullerton, our General Counsel, and several of our vice presidents. The loss of services of any of these individuals could delay or prevent the achievement of our business objectives.

The assumption of unknown liabilities (specific to the acquisition of SMP and QBT (the “Acquired Companies”) could have a material adverse effect on our financial condition and results of operations.

The assets acquired from SMP include a registration for the VETGUARDIAN trademark. We have also filed for the trademarks VETGUARDIAN PLUS, TRUGUARD and TRUGUARDIAN.

We are a veterinary health company creating and marketing products for companion animals by focusing on the unmet needs of clinical veterinarians. Our mission is to enrich the lives of the animals we love and the people that care for them by providing products and technologies that improve patient care and enhance the economic health of veterinary practices. While prioritizing animal health, we also strategically leverage our existing manufacturing and engineering capabilities to provide development services beyond animal health. Our product portfolio includes innovative diagnostics and therapeutic medical devices that emphasize patient health and enhancing practice economics.

Our revenue consisted of consumables sold in the U.S. and internationally associated with our Assisi® products; capital and consumables sold in the U.S and internationally associated with our PulseVet® platform; consumables sold in the U.S and internationally associated with our TRUFORMA® platform; subscriptions and services sold in the U.S. associated with our TRUVIEW® products; and capital and service agreements sold in the U.S. and internationally associated with our VETGuardian® products.products; consumables sold in the U.S. and internationally associated with our VETIGEL® products; and contract manufacturing and engineering services and consumables sold in the U.S.

Cost of revenue consisted primarily of the cost of raw materials used in the assembly of: PulseVet® capital and consumables: TRUFORMA® capital and consumables; Assisi® consumables; TRUVIEW® capital and consumables; and VETGuardian® capital and services; VETIGEL® consumables sourced under our supply agreement with Cresilon, Inc,; and labor cost associated with contract manufacturing and engineering services. We expense all inventory obsolescence provisions related to normal manufacturing changes as cost of revenue.

Research and development (“R&D”) expenses consist of salaries and related expenses for R&D personnel, fees paid to consultants and outside service providers, travel costs, and materials used in clinical trials and general R&D. These costs are primarily focused on leveraging our acquisition of Qorvo into new assay development for our TRUFORMA® platform, expanding capabilities and usability within existing products, and exploring new market opportunities.

Selling and marketing expenses consist of personnel costscosts, (including salaries and related benefits)benefits, andas well as costs associated with sales and marketing activities (including conference and tradeshow attendance, sponsorships, and general advertising and promotional activities).activities.

While our significant accounting policies are more fully described in Note 3 of the notes to our consolidated financial statements included within this Annual Report on Form 10-K, management has identified the following as “Critical Accounting Policies and Estimates”: Intangible Assets and Business Combinations; Impairment Testing; Valuation and Payback of Property and Equipment; and Revenue Recognition and Liabilities Due to Customers.Recognition. We believe that the estimates and assumptions involved in these accounting policies may have the greatest potential impact on our financial statements.

During the sixthree months ended June 30, 2024, the Company determined that triggering events occurred, which required interim testing for impairment in accordance with ASC 350. We elected to perform a quantitative analysis as part of our interim goodwill impairment test. This was driven by changes in future sales growth projections and the allocation of operating expenses. As a result, a goodwill impairment charge of $16,024 was recorded for the sixthree months ended June 30, 2024, as part of the Company’s interim goodwill impairment test.

While the Company continues to believe that its estimates of fair value for theits remainingamortizable reportingintangible unitsassets and property and equipment are reasonable, changes in assumptions regardingconcerning future financial results,performance, increases in the discount rate,rates, or other underlyingmarket and operational factors could significantlynegatively impact theirthe fairrecoverability value.of Suchthese changesassets. mayAs requirea result, the Company may be required to recordrecognize anadditional impairment chargecharges related to its amortizable intangible assets or property and equipment in future periods. Additionally, any future decline in the overall market value of the Company’s equity could result in a determination that the fair value of the remaining reporting units has fallen below their carrying value.

OnAs of December 31, 2024,2025, the carrying value of our Diagnostic instruments was $10,135.$9,545. Significant assumptions included in the realization model are the rate of placement and expected utilization over the life of the instrument.

The increase in revenue was primarily due to contract manufacturing and engineering revenue recognized during the current period; growth in both consumables and capital sales in our existing PulseVet® products, as well asproducts; growth in TRUFORMA® products, partially attributable toincluding the launchimpact of launching new assays duringsince the end of the comparative period; and sales from VETIGEL® which the Company began to market and sell in the current period, and the continued performance of VETGuardian® products, which had only recently launched during the prior year ended December 31, 2023.period. In general, we expect revenue to increase in subsequent periods as we increase our sales, marketing, and commercialization efforts.

The increase in cost of revenue was primarily driven by increased manufacturing expenses resulting from higher unit sales.sales as well as higher depreciation expense associated with capital projects completed in the second half of 2024, partially offset by prior period manufacturing costs related to integration of our Minnesota manufacturing facility, which did not recur in the current period. We anticipate that cost of revenue will continue to increase in future periods in line with the expected growth in unit sales, as described above.

The increasedecrease in gross profit margin percentage was primarily due to thehigher current-yeardepreciation costexpense reductionassociated realizedwith fromcapital one-timeprojects restructuringcompleted actions taken duringin the priorsecond year in connection with our transitionhalf of TRUFORMA®2024, developmentpartially followingoffset the October 2023 acquisition of QBT,by improvements relatedassociated towith the integration of our Minnesota manufacturing facility, as well as the further absorption of fixed costs driven by increased unit sales.

General and administrative expense for the year ended December 31, 20242025 was $29,656,$24,496, compared to $29,029$29,656 for the year ended December 31, 2023,2024, ana increasedecrease of $627,$5,160, or 2%.17%.

The increasedecrease in general and administrative expenses was primarily driven by professional fees for specialized accounting and development work, increased amortization and depreciation expensework associated with acquisitions madeincurred during the prior comparative period which did not recur, one-time special meeting and proxy fees incurred in the secondprior halfcomparative ofperiod, 2023,lower proxywages and specialrelated meetingbenefits, costs.lower Theseamortization increases were partially offset byexpense, lower stock-based compensation expenseexpense, lower bad debt expense, and lower severancerent expensesexpense relateddue to restructuringour actionscorporate inoffice move during the previousfirst year,quarter whichof were non-recurring.2025. While we expect general and administrative expenses to increase after excluding one-time items incurred during the current year,increase, we anticipateexpect that,it to decrease proportionally relative to sales growthand andrelated product expansion, these expenses will decrease proportionally.expansion.

Research and development expense for the year ended December 31, 20242025 was $7,268,$7,166, compared to $5,744$7,268 for the year ended December 31, 2023,2024, ana increasedecrease of $1,524,$102, or 27%.1%.

The increasedecrease in R&Dresearch and development expenses was primarily driven by thelower continued buildup of internal capabilities to develop, test,wages and manufacturerelated our next generation of diagnostic products, which included higher expenses for lab supplies and salaries associated with the QBT acquisition during the second half of 2023.benefits. We anticipate that R&Dresearch costsand development expense will increase as we maintain and enhance our current product lines and continue to develop new products.

The increase in selling and marketing expenses was driven primarily by salarieshigher and commissions,commissions associated with increased revenue and higher salaries associated with increased headcount of our sales department as we built our staff through hiring campaigns. We expect future selling and marketing expense to increase in line with product expansion and growth in our commercialization efforts.

Impairment expense for the year ended December 31, 20242025 was $16,024,$55,833, compared to $12,195$16,024 for the year ended December 31, 2023, an increase of $3,829, or 31%. The increase was due to the goodwill impairment recognized in the current year, driven by changes in future sales growth projections and the allocation of operating expenses.2024.

The net loss was attributed to the matters described above, as well as to tax-related benefits recognized duringparticularly the yearsignificant endedimpairment December 31, 2023, which were attained as part of the SMP acquisition.expense. We expect to continue recording net losses in future periods until we have sufficient revenue from product sales to offset our operating expenses.

Net cash used in operating activities for the year ended December 31, 20242025 was $23,630,$17,649, compared to $15,975$23,630 for the year ended December 31, 2023,2024, ana increasedecrease in cash used of $7,655,$5,981, or 48%.25%. The increasedecrease in cash used in operating activities resulted primarily from the increasedecrease in operating expenses noted above, excluding the impact of non-cash charges, including stock-based compensation, impairment expense, and amortization of intangible assets.

Net cash provided by investing activities for the year ended December 31, 20242025 was $17,854,$19,575, compared to cash provided of $1,577$17,854 for the year ended December 31, 2023,2024, aan increase in cash provided of $16,277.$1,721, or 10%. The increase in cash provided by investing activities resulted primarily from cashdecreased paidcapital expenditures, decreased intangible investment, and decreased investment in nonconsolidated entities as acompared part of the SMP and QBT acquisitions duringto the prior comparative period, which did not recur, and decreased capital expenditures during the year ended December 31, 2024, partially offset by lower maturitysecurities ofmatured available-for-salein securities.the current period. The prior period capital expenditures amount was driven largely by warehouse expansion and automated line spend, which did not recur in the current period.

NetThere was no net cash used in financing activities for the year ended December 31, 2024 was $70 as2025, compared to $0$70 for the year ended December 31, 2023.2024. The increaseprior period amount was attributable to stock option issuance costs paid duringwhich thedid yearnot ended December 31, 2024.recur.

We believe that our existing cash is sufficient to fund our expected short-term needs.needs (defined as the next twelve months). We currently have fixed obligations in association with our building leases and quarterly inventory orders. We also have payment obligations associated with our on-going clinical studies, and we expect that we have sufficient cash to cover these requirements. We do not expect that our operations will require significant increases in our short-term cash needs.

We believe that our existing cash resources will be sufficient to fund our expected operational requirements for the foreseeablelong-term future.period (defined as beyond the next twelve months). We regularly evaluate our business plans and strategy. These evaluations often result in changes to our business plans and strategy, some of which may be material and significantly change our cash requirements. Ongoing business development activity may also require us to use some of our liquidity and use of additional capital to fund newly acquired operations. If we raise additional funds by issuing equity securities, our existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict operations.

From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an ASU.Accounting Standards Update (“ASU”). Unless otherwise discussed, we believe that recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our Consolidated Financial Statements upon adoption.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of the Company. The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto for the quarter ended MarchJune 31,30, 2026. This report contains forward-looking statements or forward-looking information (collectively, “forward-looking statements”) made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as the safe harbor provisions of applicable Canadian securities legislation, that are based on management’s beliefs and assumptions and involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.

Forward-looking statements can also be identified by words such as “future”, “anticipates”, “believes”, “projects”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “should”, “would”, “could”, “can”, “may”, or similar terms. Forward-looking statements are not guarantees of future performance and Zomedica’s actual results may differ significantly from the results discussed in the forward-looking statements. Zomedica cautions that these statements are subject to numerous important risks, uncertainties, assumptions, and other factors, some of which are beyond Zomedica’s control. These risks could cause Zomedica’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to adverse macroeconomic conditions; geopolitical tensions; laws and policies resulting from change in federal government administration; impact of trade tarrifstariffs; changes in consumer confidence and spending in response to economic volatility; our ability to develop and commercialize our products; our ability to integrate our acquisitions successfully into our business; supply chain disruptions that increase our costs and impair our ability to manufacture our products; our ability to attract and keep senior management and key scientific personnel; our ability to obtain and maintain intellectual property protection; the accuracy of our estimates regarding expenses, future revenues, and capital requirements; and the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”). The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.

Our revenue consisted of consumables sold in the U.S. and internationally associated with our Assisi® products; capital and consumables sold in the U.S and internationally associated with our PulseVet® platform; consumables sold in the U.S and internationally associated with our TRUFORMA® platform; subscriptions and services sold in the U.S. associated with our TRUVIEW® products; capital and service agreements sold in the U.S. and internationally associated with our VETGuardian® products; consumables sold in the U.S. and internationally associated with our VETIGEL® products; contract manufacturing of Cell-Guardian, a non-animal health product; and contract manufacturing and engineering services andservices, consumables and capital sold in the U.S.

In Canada, due to the uncertainty of realizing any tax benefits as of MarchJune 31,30, 2026, we continue to record a full valuation allowance against our Canadian deferred tax assets.

During the first quarter of 2025, the Company determined that a triggering event occurred, which required interim testing for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). The triggering event was related to the Company’s market capitalized value, which is a function of its stock price, which had reduced significantly subsequent to the delisting of the Company’s common shares from NYSE American during the three months ended March 31, 2025. We elected to perform a quantitative analysis as part of our interim goodwill impairment test. Our analysis of the PulseVet reporting unit indicated that its carrying amount, including goodwill, exceeded its fair value by approximately 163%. Our analysis of the Assisi reporting unit indicated that its carrying amount, including goodwill, exceeded its fair value by approximately 128%. As part of the Company’s quantitative analysis, we updated our implied fair value calculations to more closely align with our reduced market capitalization as of March 31, 2025. As a result, a non-cash goodwill impairment charge of $45,556 was recorded for the three months ended March 31, 2025. Given that no goodwill remained on our consolidated balance sheets after March 31, 2025, there were no further impairment considerations for the threesix months ended MarchJune 31,30, 2026.

In connection with our interim impairment analysis during the first quarter of 2025, the Company also evaluated its amortizable intangible assets for recoverability in accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”). It was determined that the carrying values of certain intangible assets exceeded their fair values, which were impacted by the same factors noted in the goodwill impairment analysis. As a result, the Company recognized $8,296 in non-cash impairment charges related to these amortizable intangible assets. During the threesix months ended MarchJune 31,30, 2026, no impairment indicators were identified, which would require a recoverability assessment of intangible assets under ASC 360.

Additionally, as part of the interim impairment analysis the Company evaluated its property and equipment for recoverability under ASC 360. Based on this assessment, it was determined that certain property and equipment assets were not fully recoverable due to the same triggering event described above. As a result, the Company recognized a non-cash impairment charge of $1,981 related to property and equipment during the three months ended March 31, 2025. During the threesix months ended MarchJune 31,30, 2026, no impairment indicators were identified requiring a recoverability assessment of property and equipment under ASC 360.

As of MarchJune 31,30, 2026, the carrying value of our Diagnostic instruments was $9,402.$9,268. Significant assumptions included in the realization model are the rate of placement and expected utilization over the life of the instrument. A 25% reduction in the estimated revenues associated with annual placements of instruments would increase the payback period from 3.643.37 years to 5.044.74 years as of MarchJune 31,30, 2026.

Our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows:

Revenue for the three months ended June 30, 2026 was $9,512, compared to $6,964 for the three months ended June 30, 2025, an increase of $2,548, or 37%. Revenue for the six months ended June 30, 2026 was $18,311, compared to $13,464 for the six months ended June 30, 2025, an increase of $4,847, or 36% The increase in revenue for the three months ended MarchJune 31,30, 2026, was primarily due to contract manufacturing and engineering revenue recognized during the current period; growth in consumables and capital sales in our existing PulseVet® products; and growth in TRUFORMA® products, including the impact of launching new assays since the end of the comparative period. The increase in revenue for the six months ended June 30, 2026, was primarily due to contract manufacturing and engineering revenue recognized during the current period; growth in TRUFORMA® products, including the impact of launching new assays since the end of the comparative period; growth in consumables sales in our existing PulseVet® products; contract manufacturing of Cell-Guardian which the Company began in the current period; growth in our existing Assisi® products; and growth in our existing VETIGEL® products. In general, we expect revenue to increase in subsequent periods as we increase our sales, marketing, and commercialization efforts.

Cost of revenue for the three months ended MarchJune 31,30, 2026 was $3,315,$3,471, compared to $2,093$2,298 for the three months ended MarchJune 31,30, 2025, an increase of $1,222,$1,173, or 58%.51%. Cost of revenue for the six months ended June 30, 2026 was $6,786, compared to $4,391 for the six months ended June 30, 2025, an increase of $2,395, or 55%.

The increase in cost of revenue for both the three and six months ended MarchJune 31,30, 2026, was primarily driven by increased manufacturing expense resulting from higher unit sales as well as increased salaries and wages associated with our manufacturing and engineering operations. We anticipate that costs of revenue will continue to increase in subsequent periods in accordance with increased unit sales as described above.

Gross profit margin for the three months ended MarchJune 31,30, 2026 was 62%,64%, compared to 68%67% for the three months ended MarchJune 31,30, 2025. Gross profit margin for the six months ended June 30, 2026 was 63%, compared to 67% for the six months ended June 30, 2025.

The decrease in gross profit margin percentage for both the three and six months ended MarchJune 31,30, 2026, was primarily due to the impact of the change in product mix associated with our unit sales and increased salaries and wages associated with engineering operations, partially offset by further absorption of fixed costs driven by increased unit sales.

General and administrative expense for the three months ended MarchJune 31,30, 2026 was $5,413,$5,379, compared to $6,262$6,162 for the three months ended MarchJune 31,30, 2025, a decrease of $849,$783, or 14%.13%. General and administrative expense for the six months ended June 30, 2026 was $10,792, compared to $12,424 for the six months ended June 30, 2025, a decrease of $1,632, or 13%.

The decrease in general and administrative expense for the three months ended MarchJune 31,30, 2026, was primarily driven by lower wages and related benefits, lower stock -based compensation expense, lower insurance expense and lower annual meeting expenses. The decrease in general and administrative expense for the six months ended June 30, 2026, was primarily driven by lower wages and related benefits, lower general office expenses including those associated with our corporate office move in the prior year which did not recur, lower stock-based compensation expense, lower insurance expense and lower amortizationannual expense.meeting expenses. While we expect future general and administrative expense to increase, we expect it to decrease proportionally relative to sales and related product expansion.

Research and development expense for the three months ended MarchJune 31,30, 2026 was $1,154,$1,070, compared to $1,853$1,886 for the three months ended MarchJune 31,30, 2025, a decrease of $699,$816, or 38%.43%. Research and development expense for the six months ended June 30, 2026 was $2,224, compared to $3,739 for the six months ended June 30, 2025, a decrease of $1,515, or 41%.

The decrease in research and development expense for both the three and six months ended MarchJune 31,30, 2026, was primarily driven by lower wages and related benefits and lower external consulting and contracted development expenses following the successful launch of our new TRUFORMA® assays and VETGuardian PLUSTM during the second half of 2025. We anticipate that research and development expense will continue to increase as we maintain and enhance our current product lines and develop new products.

Selling and marketing expense for the three months ended MarchJune 31,30, 2026 was $3,817,$3,675, compared to $5,007$4,653 for the three months ended MarchJune 31,30, 2025, a decrease of $1,190,$978, or 24%.21%. Selling and marketing expense for the six months ended June 30, 2026 was $7,492, compared to $9,660 for the six months ended June 30, 2025, a decrease of $2,168, or 22%.

The decrease in selling and marketing expenses for the three months ended MarchJune 31,30, 2026 was primarily driven by lower wages and related benefits and a decrease in discretionary marketing spend. The decrease in selling and marketing expenses for the six months ended June 30, 2026 was primarily driven by lower wages and related benefits, lower discretionary marketing spend, lower travel expenses, and lower selling-related consulting fees. We expect future selling and marketing expense to increase in line with product expansion and growth in our commercialization efforts.

The impairment expense for the threesix months ended MarchJune 31,30, 2025 was due to impairment charges recognized as a result of a significant decline in the Company’s market capitalization following the delisting of its common shares from NYSE American. The impairment charges consisted of $45,556 related to goodwill, $8,296 related to amortizable intangible assets, and $1,981 related to property and equipment.

Net loss for the three months ended MarchJune 31,30, 2026 was $4,534$3,765, compared to a net loss of $63,809$7,398 for the three months ended MarchJune 31,30, 2025, a decrease of $59,275,$3,633, or 93%.49%. Net loss for the six months ended June 30, 2026 was $8,299, compared to net loss of $71,118 for the six months ended June 30, 2025, a decrease of $62,819, or 88%.

The change in net loss for both comparative periods was attributed to the matters described above, particularly the significant impairment expense.expense for the six months ended June 30, 2026. We expect to continue to record net losses in future periods until such time as we have sufficient revenue from product sales to offset our operating expenses.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $5,257$7,808 compared to $6,648$12,090 for the threesix months ended MarchJune 31,30, 2025, a decrease in cash used of $1,391,$4,282, or 21%.35%. The decrease in cash used in operating activities primarily resulted from the decrease in operating expenses noted above, excluding the impact of non-cash charges, including impairment expense.expense, as well as a significant decrease in our accrued expenses and other current liabilities in the prior comparative period, which did not recur. These decreases were partially offset by an increase in our trade receviablesreceivables balances as of MarchJune 31,30, 2026.

Net cash provided by investing activities for the threesix months ended MarchJune 31,30, 2026 was $5,622$6,008 compared to $8,406$13,085 for the threesix months ended MarchJune 31,30, 2025, a decrease in cash provided of $2,784,$7,077, or 33%.54%. The decrease in cash provided by investing activities primarily resulted from lower securities matured in the current period and increased intangible investment, partially offset by decreased property and equipment capital expenditures.

We have incurred losses and negative cash flows from operations since our inception in May 2015. As of MarchJune 31,30, 2026, we had an accumulated deficit of $304,307.$308,072. We continue to fund our working capital requirements primarily through revenue generating activity and proceeds generated from our past sales of our equity and equity-related securities and the exercise of stock options and warrants.

As of MarchJune 31,30, 2026, the Company had working capital (defined as current assets minus current liabilities) of $51,471.$48,891.

We believe that our existing cash, cash equivalents, and available-for-sale securities is sufficient to fund our expected short-term needs (defined as the next 12 months). We currently have fixed obligations in association with our building leases and quarterly inventory orders. We also have payment obligations associated with our on-going clinical studies, and we believe that we have sufficient cash to cover these requirements. We do not expect that our operations will require significant increases in our short-term cash needs, and our short-term cash requirements have not changed materially since the 2025 Form 10-K.

As of MarchJune 31,30, 2026, we had deferred tax assets for net operating loss carryforwards for U.S. federal income tax purposes of $22,154$22,991 and non-capital loss carryforwards for Canada of $9,644, which will begin to expire in fiscal year 2035. We have evaluated the factors bearing upon the realizability of our deferred tax assets, which are comprised principally of net operating loss carryforwards and non-capital loss carryforwards. In 2021, we concluded that, due to the limitations under Section 382, our U.S. federal income tax net operating loss carryforwards, as well as R&D credit carryforwards, for the periods prior to February 11, 2021 have been limited to zero. We therefore have derecognized $3,814 of this asset, reducing the carryforward of these amounts to $18,340.$19,117.