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Item 1A. Risk Factors
There hDuring the quarter ended June 30, 2026, there have been no material changes from the risk factors disclosed in the section entitled Risk Factors under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025., except as noted below:
Although SEC rules classify us as a non-accelerated filer through 2027, we will lose our smaller reporting company accommodations in the first quarter of 2027 and must immediately devote significant resources to prepare for a potential SOX Section 404(b) auditor attestation for fiscal year 2027.
Pursuant to Exchange Act Rule 12b-2 and SEC Staff Compliance Disclosure Interpretation Question 130.05, because we were eligible to use scaled disclosure requirements for smaller reporting companies under the revenue test for the fiscal year ending December 31, 2026, we remain classified as a "non-accelerated filer" for filings due during fiscal year 2027. Consequently, we retain non-accelerated filing deadlines and remain exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act (the "Auditor Attestation") throughout 2027. However, beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2027, we will no longer be permitted to rely on scaled disclosure accommodations available to smaller reporting companies, which will increase our legal, accounting, and administrative compliance burdens. Furthermore, our non-accelerated filer status during 2027 represents a temporary transition period. Effective December 31, 2027, we expect to transition to "Accelerated Filer" or "Large Accelerated Filer" status, compressing our 2027 Form 10-K filing deadline to as few as 60 days after fiscal year-end and requiring our independent registered public accounting firm to issue an auditor attestation report on our internal control over financial reporting. As a result, even though an Auditor Attestation is not required for our Annual Report on Form 10-K for the fiscal year ending December 31, 2026, we expect to devote substantial management time and financial resources through the remainder of 2026, and all of 2027, to prepare for Section 404(b) compliance for the year ending December 31, 2027. If we fail to establish and maintain adequate internal controls, we could face material weaknesses, adverse Auditor Attestation reports, or delayed SEC filings for our fiscal year ending December 31, 2027.