
(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR Commission File Number 001-36754 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:Common Stock, par value $0.0001 per share. Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark 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 thepreceding 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 90days. Yes☒No☐ 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). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitionof “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $1.2 million as of June 30, 2025, based upon the closingsale price on the OTCID Basic Market reported for such date. Shares of Common Stock held by each executive officer and director and certain holders of more than10% of the outstanding shares of the registrant’s Common Stock have been excluded in that such persons may be deemed to be affiliates. Shares of Common Stock heldby other persons, including certain other holders of more than 10% of the outstanding shares of Common Stock, have not been excluded in that such persons are notdeemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of Registrant’s Common Stock outstanding as of March 9, 2026 was 132,530,081. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents PagePART IItem 1.Business2Item 1A.Risk Factors32Item 1B.Unresolved Staff Comments79Item 1C.Cybersecurity79Item 2.Properties80Item 3.Legal Proceedings80Item 4.Mine Safety Disclosures80PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities81Item 6.[RESERVED]82Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations82Item 7A.Quantitative and Qualitative Disclosures About Market Risk94Item 8.Financial Statements and Supplementary Data94Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure94Item 9A.Controls and Procedures95Item 9B.Other Information96Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections96PART IIIItem 10.Directors, Executive Officers and Corporate Governance96Item 11.Executive Compensation105Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters121Item 13.Certain Relationships and Related Transactions, and Director Independence124Item 14.Principal Accounting Fees and Services127PART IVItem 15.Exhibits and Financial Statement Schedules127