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Enveric Biosciences, Inc.

For the period ended Mar 31, 2026. Filed May 15, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

ENVB$1.42+1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001493152-25-023540

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001493152-26-023353

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 52 previous paragraphs and 49 current paragraphs.

20 unchanged; 16 reworded; 12 added; 14 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

Following our amalgamation with MagicMed in September 2021, we have continued to pursue the development of MagicMed’s proprietary library, the Psybrary™, which we believe will help us to identify and develop the right drug candidates needed to address mental health challenges, including depression, anxiety, and addiction disorders. We synthesize novel phenylalkylamines and indolethylamines, using a mixture of chemistry and synthetic biology, resulting in the expansion of the Psybrary™, which currently includes 20 patent families with claims covering a million potential molecular structures, over one thousand of which we have so far synthesized in sufficient quantities to identify and hundreds of which we have screened for receptor binding and other relevant activities.

Current report

In order to build a pipeline of product candidates, we intend to both continue to internally develop new drug candidates with associated intellectual property and to acquire, through in-licensing, additional intellectual property from pharmaceutical and biotechnology companies and research institutions. The in-licensed assets could include both research stage and clinical stage drug candidates.

Current report

While we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series. The development status of the product is shown in the table below:

Current report

On January 27, 2026, we entered into a securities purchase agreement (the “January 2026 Purchase Agreement”) with certain institutional investors (each, an “Investor”), pursuant to which we agreed to issue and sell to the Investors in a registered direct offering, an aggregate of 328,802 shares of Common Stock, at a price of $4.41 per share (the “Registered Direct Offering”) for gross proceeds of approximately $1.5 million before the deduction of placement agent fees and offering expenses. The closing of the Registered Direct Offering occurred on January 28, 2026.

Current report

In a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the “Offerings”), pursuant to the terms of the January 2026 Purchase Agreement, we also agreed to issue and sell unregistered Series G warrants to purchase up to 328,802 shares of Common Stock (the “Series G Warrants”), and unregistered Series H warrants to purchase up to 328,802 shares of Common Stock (the “Series H Warrants”, and collectively with the Series G Warrants, the “Common Warrants”). The Common Warrants have an exercise price of $4.16 per share and are exercisable immediately. The Series G Warrants expire five years following the effective date of the Resale Registration Statement (defined below), and the Series H Warrants expire 18 months following the effective date of the Resale Registration Statement. We agreed to file a registration statement providing for the resale of the shares issuable upon the exercise of the Common Warrants and warrants issued to its placement agent within thirty calendar days after the closing date (the “Resale Registration Statement”). We filed the Resale Registration Statement on February 10, 2026, which was declared effective by the SEC on February 17, 2026.

Current report

On February 6, 2026, the Company filed a prospectus supplement to increase the ATM Agreement’s capacity by an additional $1,346,000, under our existing shelf registration statement. As a result, we issued 497,200 shares on February 19, 2026 for net cash proceeds of $1.3 million.

Current report

As of March 31, 2026, the Company has issued an aggregate of 607,442 shares under the ATM Agreement, reflecting issuances during both the prior year and the current year, for net cash proceeds of $2,927,837, and $0 remains available to sell.

Current report

On April 16, 2026, we entered into a securities purchase agreement with certain institutional investors in connection with a private placement, which closed on April 17, 2026. Pursuant to the private placement, we issued shares of our common stock, pre-funded warrants, and warrants to purchase shares of our common stock. The warrants are exercisable immediately and have varying expiration dates. We received gross proceeds of approximately $5.0 million, before deducting placement agent fees, offering expenses, and other costs.
Removed paragraphs (14)

Previous report

On September 17, 2025, the Company entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain Holders of the Company’s Series A Warrants and Series B Warrants originally issued in February 2025 (the “Existing Warrants”), which closed on September 18, 2025. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants to purchase 202,083 shares of the Company’s Common Stock, in the aggregate, at a reduced exercise price of $10.98 per share (from an original exercise price of $36.00 per share), in exchange for the Company’s agreement to issue new warrants (the “Series C Warrants” and “Series D Warrants,” collectively, the “Inducement Warrants”) to purchase up to 404,166 shares of the Company’s Common Stock under each series (the “Inducement Warrant Shares”). Pursuant to Nasdaq Listing Rule 5635(d), we are required to obtain approval from the Company’s stockholders before issuing any underlying Inducement Warrant Shares upon exercise of the Inducement Warrants (“Stockholder Approval”).

Previous report

The Series C Warrants have an exercise price of $10.98 per share and expire five years from the date Stockholder Approval is received. The Series D Warrants have the same exercise price and expire eighteen months from the date Stockholder Approval received. The inducement warrant transaction closed on September 18, 2025. The Company received aggregate gross proceeds of $2,218,873 from the exercise of the Existing Warrants by the Holders.

Previous report

On August 26, 2025, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1). On October 23, 2025, the Company filed a Current Report on Form 8-K indicating that it believed as a result of the inducement warrant transaction (described above), its stockholders’ equity exceeded $2.5 million as required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). On October 24, 2025, the Company received a letter from the Staff determining that the Company regained conditional compliance subject to evidencing compliance upon filing its next periodic report. In this Quarterly Report on Form 10-Q for the period ended September 30, 2025, the Company reports $3,456,176 in stockholders’ equity.

Previous report

On October 22, 2025, the Company received written notice from the Listing Qualifications Department of Nasdaq notifying the Company that, because the closing price for the Company’s Common Stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Company effected a 1-for-12 reverse stock split on October 23, 2025, which began trading on a split-adjusted basis on October 28, 2025. As a result, the Company’s stock price has traded above the minimum bid price requirement since October 28, 2025 through the date of this report. On November 12, 2025, the Company received notice that it has regained compliance with the bid price requirement in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with the Nasdaq Capital Market’s listing requirements.

Previous report

Our general and administrative expenses increased to $1,431,157 for the three months ended September 30, 2025 from $1,195,661 for the three months ended September 30, 2024, an increase of $235,496, or 20%. This change was primarily driven by increases in marketing expense of $155,134, Delaware Franchise Tax of $103,100, and legal expense of $39,634, offset by decreases in stock based compensation expense of $65,326.

Previous report

Our research and development expense for the nine months ended September 30, 2025 was $2,408,839 as compared to $1,873,873 for the nine months ended September 30, 2024 with an increase of $534,966, or approximately 29%. This increase was primarily driven by an increase in consulting fees of $1,334,313, and a prior year gain that was realized during the nine months ended September 30, 2024 related to the Australian R&D tax incentive of $291,439, offset by a decrease in CRO costs of $508,774, salaries and wages of $442,648, lab costs of $49,169, product development costs of $30,974, research costs of $45,146, and rent expense of $28,332.

Previous report

Depreciation and amortization expense for the nine months ended September 30, 2025 was $161,373 as compared to $255,002 for the nine months ended September 30, 2024, for a decrease of $93,629, or approximately 37%, primarily related to full amortization of the Company’s intangible assets in the first quarter of 2025.

Previous report

Net cash provided by financing activities was $7,210,386 during the nine months ended September 30, 2024, which consisted of $1,804,819 from the net proceeds received from the stock subscription receivable, $2,676,980 for the exercise of the inducement warrants, $2,290,186 for the Common Stock sold under a distribution agreement, net of offering costs, and $599,862 for the Common Stock sold under the Purchase Agreement, offset by $161,461 offering costs previously accrued for the inducement warrants.
Reworded paragraphs (16)

Previous wording

Enveric a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics that address unmet needs in psychiatric and neurological disorders. By leveraging a differentiated drug discovery platform and a growing library of patent protected chemical structures, it is advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. The Company’s lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT 2A and 5-HT 1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.

Current wording

We are a biotechnology company focused on developing next-generation, small-molecule neuroplastogenic therapeutics that address unmet needs in psychiatric and neurological disorders. By leveraging a differentiated drug discovery platform and a growing library of patent protected chemical structures, we are advancing a pipeline of novel compounds designed to promote neuroplasticity without hallucinogenic effects. Our lead candidate, EB-003, is the first known compound designed to selectively engage both 5-HT 2A and 5-HT 1B receptors with the potential to deliver fast-acting, durable antidepressant and anxiolytic effects with outpatient convenience.

Previous wording

Enveric’s lead program, the EVM301 Series, and its lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient. EB-003 is a novel derivative of N,N-Dimethyltryptamine. It is currently advancing through preclinical studies with the aim of initiating first-in-human studies to assess safety and tolerability including non-hallucinogenic properties, followed by clinical trials targeting the treatment of depression or other neuropsychiatric disorders.

Current wording

Our lead program, the EVM301 Series, and our lead drug candidate, EB-003, are intended to offer a first-in-class, new approach to the treatment of difficult-to-address mental health disorders, mediated by the promotion of neuroplasticity and without also inducing hallucinations in the patient. EB-003 is a novel derivative of DMT. It is currently advancing through preclinical studies with the aim of initiating first-in-human studies to assess safety and tolerability including non-hallucinogenic properties, followed by clinical trials targeting the treatment of depression or other neuropsychiatric disorders.

Previous wording

The Company intends to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research. The Company plans to submit filings including Investigational New Drug (“IND”) applications and, eventually, new drug applications (NDAs) to seek approval with the U.S. Food and Drug Administration (FDA) and with responsible regulatory agencies in other jurisdictions, in connection with its product candidates. The selection, timing, duration, and design of any prospective studies are subject to regulatory filings, approval and finalization of commercial plans. Enveric’s next step is to advance EB-003 into formal preclinical development studies in support of a future IND filing.

Current wording

We intend to assemble a team of clinical experts and principal investigators with experience across multiple mental health and central nervous system indications to be responsible for the management, monitoring, and integrity of the clinical research. We plan to submit filings including IND applications and, eventually, NDAs to seek approval with the FDA and with responsible regulatory agencies in other jurisdictions, in connection with our product candidates. The selection, timing, duration, and design of any prospective studies are subject to regulatory filings, approval and finalization of commercial plans. Our EB-003 program has completed short-term dose-range finding toxicology studies and is now ready to advance into IND-enabling, GLP compliant safety pharmacology, ADMET and longer-term toxicology studies.

Previous wording

The Company unveiled an EVM401 Series on February 25, 2025, which is intended to broaden its pipeline with additional non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options. While the Company intends to pursue development of the EVM401 Series, its primary focus is to develop its lead asset EB-003 in the EVM301 Series.

Current wording

We unveiled the EVM401 Series on February 25, 2025, which is intended to broaden its pipeline with additional non-hallucinogenic molecules and strengthen our ability to target addiction and neuropsychiatric disorders for patients with limited options. While we intend to pursue development of the EVM401 Series, our primary focus is to develop our lead asset EB-003 in the EVM301 Series.

Previous wording

The Company engaged Wainwright to act as its exclusive placement agent in connection with the transactions and agreed to pay Wainwright a cash fee equal to 7.0% of the gross proceeds as well as a management fee equal to 1.0% of the aggregate gross proceeds from the exercise of the Existing Warrants.The placement agent warrants have the same terms as the Inducement Warrants, except the placement agent warrants have an exercise price of $13.7256 per share. The grant date fair value of these placement agent warrants was estimated to be $90,000 on September 18, 2025 and was charged to additional paid-in capital as issuance costs. The Company also incurred legal and other offering-related fees of $334,659, which were similarly charged to additional paid-in capital.

Current wording

H.C. Wainwright & Co., LLC (the “Placement Agent”), acted as the exclusive placement agent in connection with the Offerings. We paid the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds of the Offerings as well as a management fee equal to 1.0% of the aggregate gross proceeds of the Offerings. We also paid the Placement Agent $35,000 for accountable expenses, including the Placement Agent’s legal fees and expenses, and $10,000 for a clearing agent fee. We also issued warrants to purchase up to 23,016 shares of Common Stock to the Placement Agent. The placement agent warrants have the same terms as the Series G Warrants, except the placement agent warrants have an exercise price of $5.5125 per share (125% of the offering price).

Previous wording

The Company entered into an at the market offering agreement, or the (“ATM Agreement”), with H.C. Wainwright & Co., LLC, or (“Wainwright”), acting as sales agent, on April 9, 2025, relating to shares of Common Stock. Under the ATM Agreement, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $1,854,151 from time to time through Wainwright. As of September 30, 2025 the Company has issued 110,242 shares under the ATM Agreement for net cash proceeds of $1,636,799.

Current wording

We previously entered into an at the market offering agreement, or the (“ATM Agreement”), with H.C. Wainwright & Co., LLC, acting as sales agent (the “Sales Agent”), on April 9, 2025, relating to shares of Common Stock. Under the ATM Agreement, we may offer and sell shares of Common Stock having an aggregate offering price of up to $1,854,151 from time to time through the Sales Agent. The Sales Agent receives 3% of the gross sales price of the shares sold as a placement fee.

Previous wording

Our general and administrative expenses decreased to $4,010,313 for the nine months ended September 30, 2025 from $4,329,565 for the nine months ended September 30, 2024, a decrease of $319,252, or 7%. This change was primarily driven by decreases in director fees of $150,252, stock compensation expense of $177,643, insurance fees of $76,089, and accounting fees of $62,226, partially offset by an increase in marketing expense of $192,763.

Current wording

Our general and administrative expenses decreased to $1,249,961 for the three months ended March 31, 2026 from $1,360,138 for the three months ended March 31, 2025, a decrease of $110,177, or 8%. This change was primarily driven by decreases in salaries and wages of $11,898, filing fees of $37,023, consulting fees of $36,697, audit fees of $19,745, investor relations of $21,351, stock compensation expense of $19,847, and travel fees of $16,800, partially offset by an increase in marketing expenses of $34,386.

Previous wording

Our research and development expenses for the three months ended September 30, 2025 were $402,417 as compared to $802,717 for the three months ended September 30, 2024, for a decrease of $400,300, or approximately 50%. This change was primarily driven by a decrease in CRO costs of $264,384, salaries and wages of $148,103, research costs of $128,027, and product development costs of $63,858, partially offset by an increase in consulting fees of $197,858.

Current wording

Our research and development expense for the three months ended March 31, 2026 was $345,969 as compared to $746,371 for the three months ended March 31, 2025 with a decrease of $400,402, or approximately 54%. This decrease was primarily driven by a decrease in consulting fees of $187,883, stock compensation expense of $85,328, salaries and wages of $19,486, and research costs of $90,642.

Previous wording

Depreciation and amortization expense for the three months ended September 30, 2025 was $40,369 as compared to $84,814 for the three months ended September 30, 2024, with a decrease of $44,445, or approximately 52%, due to full amortization of the Company’s intangible assets during the first quarter of 2025.

Current wording

Depreciation and amortization expense for the three months ended March 31, 2026 was $37,240 as compared to $81,024 for the three months ended March 31, 2025, with a decrease of $43,784, or approximately 54%, primarily due to full amortization of our intangible assets in the first quarter of 2025.

Previous wording

The Company has incurred losses since inception resulting in an accumulated deficit of $112,652,321 as of September 30, 2025 and further losses are anticipated in the development of its business. For the nine months ended September 30, 2025, the Company had a loss from operations of $6,580,525. Further, the Company had operating cash outflows of $6,356,680 for the nine months ended September 30, 2025. Since inception, being a research and development company, the Company has not yet generated revenue and the Company has incurred continuing losses from its operations. The Company’s operations have been funded principally through the issuance of debt and equity. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements.

Current wording

We have incurred losses since inception resulting in an accumulated deficit of $116,479,965 as of March 31, 2026 and further losses are anticipated in the development of its business. For the three months ended March 31, 2026, we had a loss from operations of $1,633,170. Further, we had operating cash outflows of $2,256,839 for the three months ended March 31, 2026. Since inception, being a research and development company, we have not generated revenue and have incurred continuing losses from its operations. Our operations have been funded principally through the issuance of debt and equity. These factors raise substantial doubt about our ability to continue as a going concern for a period of one year from the issuance of these unaudited condensed consolidated financial statements.

Previous wording

In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. At September 30, 2025, the Company had cash of $3,757,594 and working capital of $3,259,655. The Company’s current cash on hand is insufficient to satisfy its operating cash needs for the 12 months following the filing of this Quarterly Report on Form 10-Q. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date the financial statements are issued. Management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending. Adequate additional financing may not be available to us on acceptable terms, or at all. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing certain operating activities.

Current wording

In assessing our ability to continue as a going concern, we monitor and analyze our cash and our ability to generate sufficient cash flow in the future to support our operating and capital expenditure commitments. At March 31, 2026, we had cash of $4,908,769 and working capital of $4,914,423. Our current cash on hand is insufficient to satisfy our operating cash needs for the 12 months following the filing of this Quarterly Report on Form 10-Q. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date the financial statements are issued. Management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, and may include additional collaborations with third parties as well as disciplined cash spending. Adequate additional financing may not be available to us on acceptable terms, or at all. Should we be unable to raise sufficient additional capital, we may be required to undertake cost-cutting measures including delaying or discontinuing certain operating activities. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous wording

Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Current wording

Cash Flows for the Three Months Ended March 31, 2026 and 2025

Previous wording

Net cash used in operating activities was $6,356,680 during the nine months ended September 30, 2025, which consisted primarily of a net loss adjusted for non-cash items of $5,960,602, a decrease in prepaid expenses and other current assets of $132,795, a decrease in related party payable of $232,891 and a decrease in accounts payable and accrued liabilities of $295,982.

Current wording

Net cash used in operating activities was $2,256,839 during the three months ended March 31, 2026, which consisted primarily of a net loss adjusted for non-cash items of $1,487,963, an increase in prepaid expenses and other current assets of $251,611, a decrease in due to related parties of $99,875 and a decrease in accounts payable, accrued expenses and other liabilities of $417,390.

Previous wording

Net cash used in operating activities was $6,414,590 during the nine months ended September 30, 2024, which consisted primarily of a net loss adjusted for non-cash items of $5,114,009, an increase in prepaid expenses and other current assets of $3,674, and a decrease in accounts payable and accrued liabilities of $1,296,907.

Current wording

Net cash used in operating activities was $2,391,582 during the three months ended March 31, 2025, which consisted primarily of a net loss adjusted for non-cash items of $1,912,659, an increase in prepaid expenses and other current assets of $46,126, a decrease in due to related parties of $131,516, and a decrease in accounts payable and accrued liabilities of $301,281.

Previous wording

Net cash provided by financing activities was $7,890,361 during the nine months ended September 30, 2025, which consisted of $4,244,467 in net proceeds from a best efforts public offering of Common Stock, Pre-Funded Warrants, and Series A and Series B Warrants (the “Offering”), $2,009,095 in proceeds from the exercise of warrants, and $1,636,799 in net proceeds from the sale of Common Stock through the ATM Agreement.

Current wording

Net cash provided by financing activities was $2,503,208 during the three months ended March 31, 2026, which consisted of $1,204,793 in net proceeds from the sale of common stock and warrants and $1,298,415 in net proceeds from the sale of common stock pursuant to the ATM Agreement.

Previous wording

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Our most critical accounting estimate includes determining the accruals associated with third party providers supporting research and development efforts.

Current wording

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from our estimates. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Net cash provided by financing activities was $4,448,914 during the three months ended March 31, 2025, which consisted of $4,373,870 in proceeds from the sale of common stock and warrants, and $75,044 in proceeds from the exercise of warrants.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

The following table sets forth information comparing the components of net loss for the nine months ended September 30, 2025 and 2024:

Previous report — wording carried elsewhere

As a result of these factors, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date of the unaudited condensed consolidated financial statements. The Company’s unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.