SEC Form 10-Q filed by Solitario Resources Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended      March 31, 2025      

OR

For the transition period from               to              

Commission File Number.   001-39278

(303)  534-1030

(Registrant's telephone number, including area code)

__________________________________________________________________ 

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 There were 82,666,918 shares of $0.01 par value common stock outstanding as of May 1, 2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SOLITARIO RESOURCES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO RESOURCES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO RESOURCES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See Notes to Unaudited Condensed Consolidated Financial Statements

SOLITARIO RESOURCES CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the information contained in the consolidated financial statements of Solitario for the years ended December 31, 2024 and 2023, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Solitario’s 2024 Annual Report. Solitario's financial condition and results of operations are not necessarily indicative of what may be expected in future periods. Unless otherwise indicated, all references to dollars are to U.S. dollars.

(a) Business Overview and Summary

We are an exploration stage company as defined by rules issued by the SEC, with a focus on the acquisition of precious and base metal properties with exploration potential and the development or purchase of royalty interests. Currently our primary focus is the acquisition and exploration of precious metals, zinc and other base metal exploration mineral properties. However, we continue to evaluate other mineral properties for acquisition, and we hold a portfolio of mineral exploration properties and assets for future sale, joint venture or on which to create a royalty prior to the establishment of proven and probable reserves. Although our mineral properties may be developed in the future by us, through a joint venture or by a third party, we have never developed a mineral property. In addition to focusing on our current mineral exploration properties, from time-to-time we also evaluate potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential.

Our current geographic focus for the evaluation of potential mineral property assets is in North and South America; however, we have conducted property evaluations for potential acquisition in other parts of the world. At March 31, 2025, we consider our Golden Crest Project in South Dakota, our carried interest in the Florida Canyon Project in Peru, and our interest in the Lik Project in Alaska to be our core mineral property assets. In addition, we own the Cat Creek Project in Colorado, which has not been explored to the degree of any of our three core assets, described above. We are conducting exploration activities in the United States on our own at the Golden Crest and Cat Creek Projects and through joint ventures operated by our partners in Peru at the Florida Canyon Project and in Alaska at the Lik Project. We also conduct potential acquisition evaluations in other countries located in South and North America.

We have recorded revenue in the past from the sale of mineral properties, however revenues and / or proceeds from the sale or joint venture of properties or assets, although generally significant when they have occurred in the past, have not been a consistent source of revenue and would only occur in the future, if at all, on an infrequent basis. We have reduced our exposure to the costs of our exploration activities in the past through the use of joint ventures. Although we anticipate that the use of joint ventures to fund some of our exploration activities will continue for the foreseeable future, we can provide no assurance that these or other sources of capital will be available in sufficient amounts to meet our needs, if at all.

As of March 31, 2025, we have balances of cash and short-term investments that we anticipate using, in part, to (i) fund costs and activities intended to further the exploration of our Lik Project, Florida Canyon Project, Golden Crest Project and Cat Creek Project; (ii) conduct reconnaissance exploration and (iii) potentially acquire additional mineral property assets. The fluctuations in precious metal and other commodity prices contribute to a challenging environment for mineral exploration and development, which has created opportunities as well as challenges for the potential acquisition of advanced mineral exploration projects or other related assets at potentially attractive terms.

The extent to which our business, including our exploration and other activities and the market for our securities, may be impacted by public health threats, rising geopolitical tension, general economic uncertainty and market volatility will depend on future developments, which are highly uncertain and cannot be predicted at this time. Please see Part I, Item 1A, “Risk Factors,” in our 2024 Annual Report.

(b) Results of Operations

Comparison of the quarter ended March 31, 2025 to the quarter ended March 31, 2024

We had a net loss of $511,000 or $0.01 per basic and diluted share for the three months ended March 31, 2025 compared to a net loss of $730,000 or $0.01 per basic and diluted share for the three months ended March 31, 2024. As explained in more detail below, the primary reasons for the decrease in the net loss in the three months ended March 31, 2025 compared to the loss in the three months ended March 31, 2024 were (i) a decrease in exploration expense to $239,000 during the three months ended March 31, 2025 compared to exploration expense of $354,000 during the three months ended March 31, 2024; and (ii) an increase in unrealized gain on marketable equity securities to $385,000 during the three months ended March 31, 2025 compared to an unrealized gain on marketable equity securities of $8,000 during the three months ended March 31, 2024. Partially offsetting this decrease in the net loss were (i) an increase in general and administrative expense to $490,000 during the three months ended March 31, 2025 compared to general and administrative expense of $472,000 during the three months ended March 31, 2024; (ii) an unrealized loss on derivative instruments of $206,000 during the three months ended March 31, 2025 with no similar item during the three months ended March 31, 2024; and (iii) a decrease in interest and dividend income to $46,000 during the three months ended March 31, 2025 compared to interest and dividend income of $95,000 during the three months ended March 31, 2024. Each of the major components of these items is discussed in more detail below.

Our exploration expense decreased to $239,000 during the three months ended March 31, 2025 compared to exploration expense of $354,000 during the three months ended March 31, 2024. The decrease was primarily a result of a decrease in expenses at our Golden Crest Project to $216,000 during the three months ended March 31, 2025 compared to exploration expense of $335,000 during the three months ended March 31, 2024. In addition, we reduced our reconnaissance exploration expenditure to $7,000 during the three months ended March 31, 2025 compared to reconnaissance exploration expenditures of $11,000 during the three months ended March 31, 2024. These costs were partially offset by an increase in our Lik Project and Cat Creek Project exploration expenses to $11,000 and $5,000, respectively, during the three months ended March 31, 2025 compared to Lik Project and Cat Creek Project exploration expenditures of $8,000 at the Lik project during the three months ended March 31, 2024. Our exploration expenditure is normally lower during the first quarter of our fiscal year as a result of weather limitations. During the three months ended March 31, 2025, we had three contract geologists at our Golden Crest Project along with several part-time employees. During the three months ended March 31, 2025 and 2024, our Denver personnel spent a significant portion of their time on the Golden Crest Project and various reconnaissance exploration activities described above and related matters. Our full-year 2025 total exploration and development budget is approximately $3,910,000, which reflects a potential drilling program at the Golden Crest Project during 2025 budgeted at $1,911,000 as well as a proposed limited exploration program at the Lik Project. Nexa is responsible for all planned 2025 exploration expenditures at the Florida Canyon Project. The proposed 2025 budget does not reflect any exploration costs for new projects or assets we may acquire during 2025. Our planned exploration activities in 2025 may be modified, as necessary for any drilling programs we may undertake at the Golden Crest Project, Lik Project or other projects we may acquire. Changes may occur to our planned 2025 exploration expenditures related to any number of factors including permitting delays, potential acquisition of new properties, joint venture funding, commodity prices and changes in the deployment of our capital. We expect our full-year exploration expenditures for 2025 to be comparable to the exploration expenditures for full-year 2024.

Exploration expense by project for the three months ended March 31, 2025 and 2024 consisted of the following:

General and administrative costs, excluding stock option compensation costs, discussed below, were $364,000 during the three months ended March 31, 2025 compared to $413,000 during the three months ended March 31, 2024. The major components of these costs were related to (i) salaries and benefit expense of $118,000 during the three months ended March 31, 2025 compared to salary and benefit costs of $131,000 during the three months ended March 31, 2024, primarily due to reductions in staff during 2025 compared to 2024; (ii) legal and professional expenditures of $54,000 during the three months ended March 31, 2025 compared to legal and professional expenditures of $71,000 during the three months ended March 31, 2024; (iii) office rent and expenses of $29,000 during the three months ended March 31, 2025 compared to $25,000 during the three months ended March 31, 2024; and (iv) travel and shareholder relation costs of $163,000 during the three months ended March 31, 2025 compared to $186,000 during the three months ended March 31, 2024. We anticipate the full-year general and administrative costs will be comparable between 2025 and 2024.

We recorded $126,000 of stock option expense for the amortization of unvested grant date fair value with a credit to additional paid-in-capital during the three months ended March 31, 2025 compared to $59,000 of stock option compensation expense during the three months ended March 31, 2024. The higher costs during the three months ended March 31, 2025 related to the grant date fair value of 2,125,000 options granted during 2024 which are being amortized over three years. There were no significant option grants during the prior period of 2023, and accordingly, the stock option expense in the three months ended March 31, 2025 increased compared to the stock option expense in three months ended March 31, 2024. These non-cash charges for the amortization of grant date fair values are related to vesting of stock options outstanding during the three months ended March 31, 2025 and 2024. See Note 10, “Employee Stock Compensation Plans,” above, for additional information on our stock option expense.

We recorded an unrealized gain on marketable equity securities of $385,000 during the three months ended March 31, 2025 compared to an unrealized gain on marketable equity securities of $8,000 during the three months ended March 31, 2024. The gain during the three months ended March 31, 2025 was primarily related to an increase in the value of our holdings of marketable equity securities discussed above in Note 3 “Marketable Equity Securities” to the condensed consolidated financial statements, of (i) 100,000 shares of Kinross common stock, which increased from a fair value of $927,000 at December 31, 2024 to a fair value of $1,261,000 at March 31, 2025; and (ii) 134,055 shares of Vox Royalty (“Vox”) common stock, which increased from a fair value of $314,000 at December 31, 2024 to a fair value of $391,000 at March 31, 2025; which were partially offset by our 7,750,000 shares of Vendetta Mining Corp. (“Vendetta”) common stock, which decreased from a fair value of $81,000 at December 31, 2024 to a fair value of $54,000 at March 31, 2025. The gain during the three months ended March 31, 2024 was primarily related to an increase in the value of our holdings of marketable equity securities discussed above in Note 3 “Marketable Equity Securities” to the condensed consolidated financial statements, of (i) 100,000 shares of Kinross common stock, which increased from a fair value of $605,000 at December 31, 2023 to a fair value of $613,000 at March 31, 2024; and (ii) 134,055 shares of Vox common stock, which increased from a fair value of $276,000 at December 31, 2023 to a fair value of $280,000 at March 31, 2024 which were partially offset by our (i) 7,750,000 shares of Vendetta common stock, which decreased from a fair value of $118,000 at December 31, 2023 to a fair value of $115,000 at March 31, 2024; and (ii) a decrease in the fair value of our holdings of Highlander Silver Corp. from $33,000 at December 31, 2023 to $32,000 at March 31, 2024.

We recorded interest and dividend income of $46,000 during the three months ended March 31, 2025 compared to interest income of $95,000 during the three months ended March 31, 2024. The decrease in interest income is related to a decrease in the balances of our short-term investments during 2024 and 2025 as a result of the cash used during 2024 and the first three months of 2025 for exploration and general and administrative expenditures. We anticipate our interest income will be lower during 2025 compared to 2024 as we plan to use our short-term investments and our cash balances during the remainder of 2025 for ordinary overhead, operational costs, and the exploration, evaluation and / or acquisition of mineral properties discussed above. See “Liquidity and Capital Resources” below for further discussion of our cash and cash equivalent balances.

During the three months ended March 31, 2025, we recorded a non-cash loss on derivative instruments of $206,000 related to certain Kinross calls we sold during 2024 as a result of the increase in the underlying value of our holdings of Kinross common stock, discussed above. These calls have a strike price of $10.00 per share and expire in May 2025. At March 31, 2025 we have recorded a current liability of $273,000 for these call options, based upon a quoted market price for the options. We do not currently anticipate rolling-over these call options and may deliver our 100,000 shares of Kinross for net proceeds to us of $1,000,000 to satisfy this liability.

We regularly perform evaluations of our mineral property assets to assess the recoverability of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable utilizing guidelines based upon future net cash flows from the asset as well as our estimates of the geological potential of an early-stage mineral property and its related value for future sale, joint venture or development by us or others. During the three months ended March 31, 2025 and 2024, we recorded no property impairments.

At March 31, 2025 and 2024, our net operating loss carry-forwards exceed our built-in gains on marketable equity securities resulting in a net tax asset position for which we provide a valuation allowance for all net deferred tax assets. We recorded no income tax expense or benefit during the three months ended March 31, 2025 or 2024. As a result of our exploration activities, we anticipate we will not have currently payable income taxes during 2025. In addition to the valuation allowance discussed above, we provide a valuation allowance for our foreign net operating losses, which are primarily related to our exploration activities in Peru. We anticipate we will continue to provide a valuation allowance for these net operating losses until we are in a net tax liability position with regard to those countries where we operate or until it is more likely than not that we will be able to realize those net operating losses in the future.

(c) Liquidity and Capital Resources

Cash and Short-term Investments

As of March 31, 2025, we have $4,162,000 in cash and short-term investments. Our short-term investment is comprised of $3,973,000 invested in a money market account with a brokerage firm. We anticipate we will roll over that portion of our short-term investments not used for exploration expenditures, operating costs or mineral property acquisitions as they become due during the remainder of 2025. We intend to utilize a portion of our cash and short-term investments in our exploration activities and the potential acquisition of mineral assets over the next several years.

Investment in Marketable Equity Securities

Our marketable equity securities are carried at fair value, which is based upon market quotes of the underlying securities. At March 31, 2025, we owned 7,750,000 shares of Vendetta common stock, 100,000 shares of Kinross common stock and 134,055 shares of Vox common stock. At March 31, 2025, the Vendetta shares are recorded at their fair value of $54,000, the Kinross shares were recorded at their fair value of $1,261,000 and the Vox shares are recorded at their fair value of $391,000. We did not sell any of our marketable equity securities during the three months ended March 31, 2025 or 2024. We anticipate we may sell some portion of our holdings of marketable equity securities during the remainder of 2025 depending on cash needs and market conditions.

Working Capital

We had working capital of $5,404,000 at March 31, 2025 compared to working capital of $5,624,000 at December 31, 2024. Our working capital at March 31, 2025 consists primarily of our cash and cash equivalents, our investment in short-term investments, discussed above, our investment in marketable equity securities of $1,706,000, and other current assets of $66,000, less our accounts payable of $217,000, our Kinross call option liability of $273,000 and other current liabilities of $40,000. As of March 31, 2025, our cash balances along with our short-term investments and marketable equity securities are adequate to fund our expected expenditures over the next year.

The nature of the mineral exploration business requires significant sources of capital to fund exploration, development and operation of mining projects. We will need additional capital if we decide to develop or operate any of our current exploration projects or any projects or assets we may acquire. We anticipate we would finance any such development through the use of our cash reserves, short-term investments, joint ventures, issuance of debt or equity, or the sale of our interests in other exploration projects or assets.

Stock-Based Compensation Plans

As of March 31, 2025 and December 31, 2024, there were options outstanding from the 2013 Plan to acquire an aggregate of 2,395,000 and 3,173,500 shares, respectively, of Solitario common stock, with exercise prices between $0.60 per share and $0.20 per share. As of March 31, 2025 and December 31, 2024 there were options outstanding from the 2023 Plan to acquire 2,175,000 and 2,175,000 shares, respectively, of Solitario common stock with exercise prices between $0.51 per share and $0.85 per share. During the three months ended March 31, 2025, options for 778,500 shares of Solitario common stock were exercised from the 2013 Plan with an exercise price of $0.20 per share for proceeds of $156,000. During the three months ended March 31, 2024, options for 50,000 shares of Solitario common stock were exercised from the 2013 Plan with an exercise price of $0.28 per share for proceeds of $14,000. There were no options exercised from the 2023 Plan during the three months ended March 31, 2025. We anticipate the exercise of certain additional options for proceeds of $50,000 during the remainder of 2025.

(d) Cash Flows

Net cash used in operations during the three months ended March 31, 2025 decreased to $598,000 compared to $991,000 of net cash used in operations for the three months ended March 31, 2024 primarily as a result of (i) decrease in exploration expense during the three months ended March 31, 2025 to $239,000 compared to $354,000 during the three months ended March 31, 2024; and (ii) a reduction in the use of cash for the increase in accounts payable and other current liabilities during the three months ended March 31, 2025 to $51,000 compared to a use of cash for an increase in accounts payable and other current liabilities of $396,000 during the three months ended March 31, 2024. There were additional accruals at the end of December 2023, including the 2023 bonus paid in 2024, and certain Golden Crest Project exploration expense accruals paid in the three months ended March 31, 2024, which accounted for the large use of funds in 2024 compared to 2025. Partially offsetting this reduction in the use of cash was a decrease in the cash received for interest and dividends during the three months ended March 31, 2025 of $46,000 compared to cash received for interest and dividends of $95,000 during the three months ended March 31, 2024. Based upon projected expenditures in our 2025 budget, we anticipate continued use of funds from operations through the remainder of 2025, primarily for exploration related to our Golden Crest Project and Lik Project and reconnaissance exploration. See “Results of Operations” above for further explanation of some of these variances.

During the three months ended March 31, 2025, $550,000 was provided from the net sales of our short-term investments compared to $918,000 in cash provided from the sale of short-term investments during the three months ended March 31, 2024. There were no other significant provisions or use of cash from investing activities during the three months ended March 31, 2025 or 2024. We anticipate we may sell a portion of our marketable equity securities during the remainder of 2025; as we have sold a call against our holdings of Kinross at a valuation of $1,000,000, which may be exercised for our Kinross investment at that amount during the second quarter of 2025. We will continue to liquidate a portion of our short-term investments as needed to fund our operations and any potential mineral property acquisitions during the remainder of 2025. We are not currently planning any potential mineral property acquisition or strategic corporate investment during the remainder of 2025. However, any such activity could involve a significant change in our cash provided or used for investing activities, depending on the structure of any potential transaction.

During the three months ended March 31, 2025 and 2024 we received $156,000 and $14,000 from the issuance of common stock from the exercise of stock options, discussed above in Note 10, “Employee Stock Compensation Plans,” to the condensed consolidated financial statements.

(e) Mineral Resources

CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES

Mineral Reserves and Resources

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and applicable Canadian securities laws, and as a result we subject to reporting our mineral resources according to two different standards. U.S. reporting requirements, are governed by Item 1300 of Regulation S-K (“S-K 1300”) issued by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards generally embody slightly different approaches and definitions.

In our public filings in the U.S. and Canada and in certain other announcements not filed with the SEC, we disclose measured, indicated and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

(f) Off-balance sheet arrangements

As of March 31, 2025 and December 31, 2024, we had no off-balance sheet obligations.

(g) Development Activities, Exploration Activities, Environmental Compliance and Contractual Obligations

We are not involved in any development activities, nor do we have any contractual obligations related to any potential development activities as of March 31, 2025. As of March 31, 2025, there have been no material changes to our contractual obligations for exploration activities, environmental compliance or other obligations from those disclosed in our Management’s Discussion and Analysis included in our 2024 Annual Report.

(h) Discontinued Projects

We did not record any mineral property write-downs during the three months ended March 31, 2025 and 2024.

(i) Significant Accounting Policies and Critical Accounting Estimates

See Note 1 to the consolidated Financial Statements included in our 2024 Annual Report for a discussion of our significant accounting policies.

Solitario’s valuation of mineral properties is a critical accounting estimate. We review and evaluate our mineral properties for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Significant negative industry or economic trends, adverse social or political developments, geologic results, geo-technical difficulties, or other disruptions to our business are a few examples of events that we monitor, as they could indicate that the carrying value of the mineral properties may not be recoverable. In such cases, a recoverability test may be necessary to determine if an impairment charge is required. There has been no change to our assumptions, estimates or calculations during the three months ended March 31, 2025.

(j) Related Party Transactions

As of March 31, 2025, and for the three months ended March 31, 2025, we have no related party transactions or balances.

(k) Recent Accounting Pronouncements

No recent accounting pronouncements are applicable to Solitario at this time.

(l) Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the 1934 Act , with respect to our financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditures, and exploration and development efforts. Words such as “anticipates,” “expects,” “intends,” “forecasts,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and similar expressions identify forward-looking statements. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described herein and the risk factors included under the heading "Risk Factors" in Part I, Item 1A of our 2024 Annual Report to which there have been no material changes. These forward-looking statements appear in a number of places in this report and include statements with respect to, among other things:

Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. Except as required by law, we assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Smaller Reporting Companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 under the 1934 Act, as of March 31, 2025, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2025.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the Exchange Act as a process designated by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Based on our assessment, our Chief Executive Officer and our Chief Financial Officer both believe that, as of March 31, 2025, our internal control over financial reporting is effective based on those criteria.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the 1934 Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As of March 31, 2025, there were no material changes to the Risk Factors associated with our business disclosed in Part I, Item 1A of our 2024 Annual Report.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities effected during the quarter ended March 31, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

During the quarter ended March 31, 2025, none of the Company’s directors or officers adopted, modified, or

terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The Exhibits to this report are listed in the Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX