UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from ______ to ______ Commission File Number: 001-41720 Maison Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 84-2498797 (State or other jurisd ...

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated financial statements for the period ended June 30, 2025, reflect significant corporate changes, including the deconsolidation of the UK subsidiary, resulting in a **$5.0 million** gain, and a shift from a **$2.2 million** stockholders' deficit to a **$3.6 million** equity, with net loss improving to **$1.4 million** from **$6.2 million** [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets were **$4.4 million**, liabilities **$0.77 million**, and stockholders' equity **$3.6 million**, a significant improvement from a **$2.2 million** deficit in 2024 due to reduced liabilities and increased cash Consolidated Balance Sheet Summary (in $000s) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,275 | $3,137 | | Total current assets | $4,383 | $3,674 | | Total assets | $4,401 | $4,094 | | **Liabilities & Equity** | | | | Accounts payable | $221 | $4,599 | | Total current liabilities | $760 | $6,268 | | Total liabilities | $770 | $6,268 | | Total stockholders' equity (deficit) | $3,631 | $(2,174) | [Consolidated Statements of Operations](index=8&type=section&id=Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2025, the company reported zero revenue and a net loss of **$1.4 million**, a substantial improvement from **$6.2 million** in 2024, driven by a **$4.9 million** deconsolidation gain and reduced R&D expenses Consolidated Statements of Operations Highlights (in $000s, except per share data) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenues | $0 | $33 | | Research and development | $890 | $4,825 | | General and administrative | $5,463 | $3,207 | | Operating loss | $(6,353) | $(7,999) | | Gain on deconsolidation of subsidiary | $4,947 | $0 | | Net loss | $(1,399) | $(6,203) | | Net loss per share – basic and diluted | $(1.62) | $(509.96) | [Consolidated Statements of Cash Flows](index=13&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities was **$4.3 million**, offset by **$5.5 million** from financing, leading to a net increase of **$1.1 million** and an ending cash balance of **$4.3 million** Cash Flow Summary (in $000s) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(4,303) | $(3,567) | | Net cash used in investing activities | $0 | $0 | | Net cash provided by financing activities | $5,526 | $6,210 | | Net increase in cash and cash equivalents | $1,138 | $2,622 | | Cash and cash equivalents, end of period | $4,275 | $6,000 | [Notes to Unaudited Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail the deconsolidation of the UK subsidiary, generating a **$5.0 million** gain, two reverse stock splits, and management's substantial doubt about the company's going concern ability, with **$4.3 million** cash only funding operations into Q4 2025 - The company's UK subsidiary, Cyclacel Limited, entered into creditors voluntary liquidation and was deconsolidated as of January 24, 2025, resulting in a gain of approximately **$5.0 million**[34](index=34&type=chunk) - The company executed a **1-for-16 reverse stock split** on May 12, 2025, and a further **1-for-15 reverse stock split** on July 7, 2025, with all share and per-share data retroactively adjusted[37](index=37&type=chunk) - Management has concluded there is substantial doubt about the company's ability to continue as a going concern, as its cash and cash equivalents of **$4.3 million** as of June 30, 2025, are only sufficient to meet liquidity requirements into the fourth quarter of 2025[39](index=39&type=chunk) - In June 2025, the company raised **$3.0 million** in gross proceeds through the sale of **3,000,000 shares** of Series F Convertible Preferred Stock and associated warrants to accredited investors[82](index=82&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to focus solely on the plogosertib clinical program, highlighting a significant going concern risk with **$4.3 million** cash expected to last only into Q4 2025, while exploring a potential business combination with FITTERS Diversified Berhad - Following the liquidation of its UK subsidiary, the company has focused its development efforts exclusively on the plogosertib ('Plogo') clinical program, having repurchased the related assets for approximately **$0.3 million**[145](index=145&type=chunk) - The company has substantial doubt about its ability to continue as a going concern, with cash of **$4.3 million** as of June 30, 2025, expected to fund operations only into Q4 2025[149](index=149&type=chunk) - The company has entered into an Exchange Agreement with FITTERS Diversified Berhad, which, if completed, will result in a business combination where Cyclacel stockholders will own approximately **80.01%** of the combined entity, and the company will be renamed Bio Green Med Solution, Inc[13](index=13&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held **$4.3 million** in cash and **$3.6 million** in working capital, relying on equity financing with an accumulated deficit of **$441.8 million**, and faces uncertainty in raising additional capital for drug development Key Liquidity Measures (in $000s) | Measure | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $4,275 | $6,000 | | Working capital | $3,623 | $521 | - As of June 30, 2025, the company had an accumulated deficit of **$441.8 million** and has historically relied on equity sales to finance operations[159](index=159&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2025, R&D expenses decreased by **$3.9 million (82%)** to **$0.9 million**, while G&A expenses increased by **$2.3 million (70%)** to **$5.5 million** due to one-time costs, and other income surged by **$4.9 million** from a deconsolidation gain Research and Development Expenses by Program (in $000s) | Program | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Transcriptional Regulation (fadraciclib) | $389 | $3,244 | $(2,855) | (88)% | | Anti-mitotic (plogosertib) | $423 | $1,466 | $(1,043) | (71)% | | **Total R&D Expenses** | **$890** | **$4,825** | **$(3,935)** | **(82)%** | - General and administrative expenses increased by **$2.3 million** for the six months ended June 30, 2025, mainly due to one-time costs from two changes of control, including stock compensation (**$1.3M**), D&O insurance (**$0.7M**), and other compensation (**$0.3M**)[179](index=179&type=chunk) - Total other income increased by **$4.9 million** year-over-year, driven by a **$5.0 million** gain on the deconsolidation of the company's UK subsidiary in January 2025[181](index=181&type=chunk)[182](index=182&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, Cyclacel is not required to provide quantitative and qualitative disclosures about market risk[189](index=189&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with the only change to internal control over financial reporting being the hiring of a new chief financial officer - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[190](index=190&type=chunk) - The hiring of a new chief financial officer was the only change in internal control over financial reporting during the quarter ended June 30, 2025[191](index=191&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) On August 6, 2025, a minority shareholder filed a lawsuit against the company and its CEO, alleging breach of fiduciary duty and contract, seeking over **$12.5 million** in damages, which the company deems meritless - A complaint was filed on August 6, 2025, by minority shareholder David Lazar against the company and its CEO, alleging breach of fiduciary duty, minority shareholder oppression, and breach of contract[193](index=193&type=chunk) - The lawsuit seeks damages of **$11,882,683.45** for the first two causes of action and **$629,501.36** for the third, plus interest and fees, with the company considering the claims meritless[193](index=193&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors were reported from its Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to the company's risk factors from its 2024 Form 10-K were reported[194](index=194&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[195](index=195&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to __________________ Commission file number 000-50626 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction Delaware 91-170 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 001-41254 HWH INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Delaware 87-3296100 (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 001-41254 HWH INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Delaware 87-3296100 (State or ...

[Part I. FINANCIAL INFORMATION](index=3&type=section&id=Part%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Net losses widened in Q2 and H1 2025, total assets decreased to **$30.7 million**, and operating cash flow showed a larger cash use [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$30.7 million** by June 30, 2025, with stockholders' equity significantly dropping to **$0.3 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $5,966 | $7,261 | | Total current assets | $13,774 | $16,595 | | Total assets | $30,722 | $36,157 | | Total current liabilities | $14,004 | $14,625 | | Long-term debt, net | $15,270 | $15,192 | | Total liabilities | $30,414 | $31,185 | | Total stockholders' equity | $308 | $4,972 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenues decreased to **$7.7 million**, leading to a net loss of **$2.5 million**, a significant increase from Q2 2024, with H1 revenues also declining Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $7,663 | $8,435 | $14,475 | $15,189 | | Gross profit | $4,306 | $4,977 | $8,083 | $8,173 | | Loss from operations | $(2,224) | $(486) | $(4,239) | $(3,375) | | Net loss | $(2,489) | $(99) | $(4,921) | $(3,467) | | Net loss per share | $(0.60) | $(0.03) | $(1.18) | $(0.99) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities for H1 2025 substantially increased to **$2.5 million** due to higher net loss Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,491) | $(213) | | Net cash used in investing activities | $(138) | $(1,070) | | Net cash used in financing activities | $— | $(18) | | Net decrease in cash | $(2,629) | $(1,301) | | Cash at end of period | $5,966 | $6,817 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's medical technology business, liquidity, **$15.3 million** long-term debt, segment performance, and **$4.9 million** in sales tax disputes - The company's business focuses on XTRAC® and Pharos® excimer lasers for psoriasis and vitiligo, and the TheraClear® system for acne, with **844 XTRAC systems** placed in the U.S. under a recurring revenue model as of June 30, 2025[22](index=22&type=chunk)[23](index=23&type=chunk) - Management believes existing cash, anticipated revenues, and expense management will be sufficient for working capital needs for at least the next 12 months, despite a history of recurring losses[51](index=51&type=chunk) - The company has outstanding sales tax assessments from New York and California totaling **$4.9 million**, with New York executing on a **$1.3 million** appellate bond during Q2 2025 following an adverse ruling[109](index=109&type=chunk)[111](index=111&type=chunk) Revenue by Business Segment - Six Months Ended June 30 (in thousands) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Dermatology Recurring Procedures | $9,846 | $10,035 | | Dermatology Procedures Equipment | $4,629 | $5,154 | | **Total Revenues, net** | **$14,475** | **$15,189** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A discusses a **9%** Q2 2025 revenue decline, gross profit margin compression to **56.2%**, increased operating expenses, and negative working capital of **$0.2 million** - Total revenues for Q2 2025 were **$7.7 million**, down from **$8.4 million** in Q2 2024, with six-month revenues also declining to **$14.5 million** from **$15.2 million** in the prior year[131](index=131&type=chunk) - Gross profit percentage for Q2 2025 decreased to **56.2%** from **59.0%** in Q2 2024, attributed to higher manufacturing overhead, increased material costs, and tariffs[139](index=139&type=chunk) - Selling and marketing expenses increased to **$3.5 million** in Q2 2025 from **$3.1 million** in Q2 2024, driven by higher employee-related expenses and increased direct-to-patient advertising[148](index=148&type=chunk) - As of June 30, 2025, the company had negative working capital of **$0.2 million**, a significant decline from positive working capital of **$2.0 million** at the end of 2024, mainly due to decreases in cash and accounts receivable[154](index=154&type=chunk) [Quantitative and Qualitative Disclosure about Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) This item is noted as not applicable for the company, common for smaller reporting companies - The company has indicated that this section is not applicable[166](index=166&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were not effective as of June 30, 2025, due to a material weakness in management review of account reconciliations - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025[167](index=167&type=chunk) - The ineffectiveness is due to a material weakness identified as of December 31, 2024, related to a lack of detailed management review of account reconciliations and analyses[167](index=167&type=chunk) - The company is in the process of improving processes and controls, including enhancing senior management review, to remediate the material weakness[167](index=167&type=chunk) [Part II. OTHER INFORMATION](index=35&type=section&id=Part%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) No new material legal proceedings, but New York executed on a **$1.3 million** appellate bond regarding an adverse sales tax determination - During the three months ended June 30, 2025, the State of New York executed on the **$1.3 million** appellate bond related to an adverse sales tax ruling[172](index=172&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) New tariffs introduced in 2025 on goods from numerous countries pose a significant risk, potentially increasing costs and reducing profits - In 2025, the U.S. government announced additional tariffs on goods from numerous countries, which poses a significant risk to the company's business operations[174](index=174&type=chunk) - The tariffs may materially increase costs, reduce profits, and lead to higher pricing that could reduce customer demand[174](index=174&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during Q2 2025 - No directors or officers adopted or terminated a Rule 10b5-1 trading plan during the second quarter of 2025[176](index=176&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) Exhibits include CEO and CAO certifications as required by the Sarbanes-Oxley Act - Exhibits filed include CEO and CAO certifications pursuant to Rule 13a-14(a) and Section 906 of the Sarbanes-Oxley Act of 2002[177](index=177&type=chunk)

Condensed Consolidated Interim Financial Statements For the three and six months ended June 30, 2025 and 2024 (Unaudited, expressed in thousands of United States dollars, unless otherwise stated) TABLE OF CONTENTS | Condensed Consolidated Interim Statements of Financial Position | 2 | | --- | --- | | Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) | 3 | | Condensed Consolidated Interim Statements of Changes in Equity | 4 | | Condensed Consolidated Interim Statements o ...

PART I. Financial Information This section provides comprehensive unaudited financial statements, management's discussion and analysis, and disclosures on market risk and internal controls [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements of Creative Media & Community Trust Corporation, including balance sheets, statements of operations, equity, and cash flows, along with detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing its assets, liabilities, and equity at specific reporting dates Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$885,024** | **$889,555** | | Investments in real estate, net | $704,775 | $709,194 | | Cash and cash equivalents | $27,769 | $20,262 | | **Total Liabilities** | **$584,250** | **$562,492** | | Debt, net | $535,605 | $505,732 | | **Total Equity** | **$288,270** | **$306,264** | - Total assets slightly decreased to **$885.0 million** as of June 30, 2025, from **$889.6 million** at the end of 2024, accompanied by an increase in total liabilities to **$584.3 million** and a decrease in total equity to **$288.3 million**[10](index=10&type=chunk) [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the company's financial performance over specific periods, outlining revenues, expenses, and net loss Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$29,689** | **$34,439** | **$61,984** | **$68,437** | | **Total Expenses** | **$38,245** | **$36,126** | **$75,540** | **$73,433** | | **Net Loss** | **$(9,151)** | **$(852)** | **$(15,423)** | **$(4,757)** | | Net Loss Attributable to Common Stockholders | $(14,279) | $(9,667) | $(26,177) | $(21,962) | | Basic and Diluted EPS | $(18.94) | $(98.64) | $(39.36) | $(224.10) | - The company's net loss widened significantly in Q2 2025 to **$9.2 million** from **$0.9 million** in Q2 2024, and for the first six months, the net loss grew to **$15.4 million** in 2025 from **$4.8 million** in 2024, driven by lower revenues and higher expenses[11](index=11&type=chunk) [Consolidated Statements of Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Equity) This section presents the changes in the company's equity components, including net income, dividends, and stock transactions - Total equity decreased from **$306.3 million** at the end of 2024 to **$288.3 million** as of June 30, 2025, primarily driven by a net loss of **$9.15 million** and preferred stock dividends of **$5.3 million** in Q2 2025[12](index=12&type=chunk) - During the six months ended June 30, 2025, the company redeemed Series A1 and Series A Preferred Stock by issuing **96,283** and **192,144** shares of common stock, respectively[12](index=12&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the company's cash inflows and outflows from operating, investing, and financing activities over specific periods Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(1,271) | $5,540 | | Net cash used in investing activities | $(10,226) | $(1,388) | | Net cash provided by financing activities | $16,487 | $2,460 | | **Net Increase in Cash** | **$4,990** | **$6,612** | - For the first six months of 2025, the company experienced a net cash outflow from operations of **$1.3 million**, a significant reversal from a **$5.5 million** inflow in the same period of 2024, primarily due to a higher net loss[15](index=15&type=chunk) [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the figures presented in the consolidated financial statements - The company primarily acquires, develops, owns, and operates premier multifamily properties and Class A/creative office assets, also including a hotel and an SBA 7(a) loan origination platform[18](index=18&type=chunk) - The company effected two reverse stock splits in 2025: a **1-for-10** split in January and a **1-for-25** split in April, with all share and per-share amounts retroactively adjusted[20](index=20&type=chunk)[22](index=22&type=chunk) - During Q2 2025, the company recognized an impairment charge of **$0.221 million** on an office property in Austin, Texas, reducing its carrying value to an estimated fair value of **$1.9 million**[74](index=74&type=chunk) - As of June 30, 2025, the company had **$535.6 million** in net debt, an increase from **$505.7 million** at year-end 2024, and in April 2025, it repaid and terminated its 2022 Credit Facility, resulting in a loss on early extinguishment of debt of **$0.088 million**[100](index=100&type=chunk)[107](index=107&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, highlighting increased net losses due to lower revenues and higher expenses, alongside strategic shifts towards multifamily properties and liquidity management efforts [Executive Summary](index=43&type=section&id=Executive%20Summary) This section provides an overview of the company's strategic focus on multifamily properties and a snapshot of its current portfolio performance - The company's strategy is to increase its focus on acquiring, developing, and operating premier multifamily properties, while opportunistically disposing of assets that do not fit this strategy[215](index=215&type=chunk)[217](index=217&type=chunk) Portfolio Snapshot as of June 30, 2025 | Segment | Metric | Value | | :--- | :--- | :--- | | Office Properties | Occupancy | 68.1% | | Multifamily Properties | Occupancy | 83.4% | | Hotel | RevPAR (H1 2025) | $171.63 | - The decrease in office portfolio occupancy to **68.1%** from **82.5%** a year prior was primarily due to a tenant exercising a partial termination option at an office property in Oakland, California[223](index=223&type=chunk)[229](index=229&type=chunk) [2025 Results of Operations (Comparison of the Three Months Ended June 30, 2025 to 2024)](index=47&type=section&id=2025%20Results%20of%20Operations%20%28Q2%20Comparison%29) This section analyzes the company's financial performance for the second quarter of 2025 compared to the same period in 2024, highlighting key revenue and expense trends Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $29,689 | $34,439 | $(4,750) | (13.8)% | | Total Expenses | $38,245 | $36,126 | $2,119 | 5.9% | | **Net Loss** | **$(9,151)** | **$(852)** | **$(8,299)** | **NM** | - The increase in net loss for Q2 2025 was primarily due to a **$6.4 million** decrease in segment net operating income and a **$1.3 million** increase in interest expense[239](index=239&type=chunk) - FFO attributable to common stockholders decreased by **$4.6 million** to **$(7.9) million** in Q2 2025 from **$(3.3) million** in Q2 2024, mainly due to lower segment net operating income and higher interest expense[244](index=244&type=chunk) - Office revenue decreased by **15.8%** due to lower occupancy in an Oakland property, while multifamily revenue dropped **27.6%** due to lower occupancy and rents[249](index=249&type=chunk)[251](index=251&type=chunk) [2025 Results of Operations (Comparison of the Six Months Ended June 30, 2025 to 2024)](index=51&type=section&id=2025%20Results%20of%20Operations%20%28H1%20Comparison%29) This section analyzes the company's financial performance for the first half of 2025 compared to the same period in 2024, detailing revenue and expense trends H1 2025 vs H1 2024 Performance (in thousands) | Metric | H1 2025 | H1 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $61,984 | $68,437 | $(6,453) | (9.4)% | | Total Expenses | $75,540 | $73,433 | $2,107 | 2.9% | | **Net Loss** | **$(15,423)** | **$(4,757)** | **$(10,666)** | **224.2%** | - The increased net loss for the first half of 2025 was primarily driven by an **$8.3 million** decrease in segment net operating income and a **$2.4 million** increase in interest expense[268](index=268&type=chunk) - FFO attributable to common stockholders for H1 2025 was **$(13.3) million**, a decrease of **$4.1 million** from **$(9.2) million** in H1 2024, driven by lower segment operating income and higher interest expense, partially offset by lower preferred stock dividends and redemptions[272](index=272&type=chunk) [Cash Flow Analysis](index=55&type=section&id=Cash%20Flow%20Analysis) This section provides an analysis of the company's cash flow changes across operating, investing, and financing activities - Net cash used in operating activities was **$1.3 million** for H1 2025, a significant decrease from **$5.5 million** provided by operations in H1 2024, primarily due to a higher net loss[295](index=295&type=chunk) - Net cash used in investing activities increased to **$10.2 million** in H1 2025 from **$1.4 million** in H1 2024, mainly due to a **$9.0 million** increase in capital expenditures[296](index=296&type=chunk) - Net cash provided by financing activities increased to **$16.5 million** in H1 2025 from **$2.5 million** in H1 2024, driven by higher net proceeds from debt and lower cash redemptions and dividends for preferred stock[297](index=297&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to meet its financial obligations and fund operations, including sources and uses of capital - The company's principal demands for funds include asset acquisitions, property development, debt service, and preferred stock distributions/redemptions[298](index=298&type=chunk) - The company plans to satisfy some or all redemption requests for its Preferred Stock with shares of Common Stock during 2025 to preserve liquidity[304](index=304&type=chunk) - In June 2025, a subsidiary entered into a new **$20.0 million** revolving credit facility secured by SBA 7(a) loans, with **$8.3 million** outstanding and no additional availability as of June 30, 2025[313](index=313&type=chunk) - The company regained compliance with the Nasdaq minimum bid price requirement in April 2025 but notes that maintaining compliance is not guaranteed[308](index=308&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=60&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, primarily interest rate fluctuations, and its strategies for mitigation - As of June 30, 2025, **17.7%** (**$96.0 million**) of the company's debt was floating rate[331](index=331&type=chunk) - A **50 basis point** change in the SOFR interest rate would impact annual earnings by approximately **$0.48 million**[331](index=331&type=chunk) - The company utilizes interest rate cap agreements with a total notional amount of **$176.8 million** to manage its exposure to interest rate fluctuations[332](index=332&type=chunk) [Controls and Procedures](index=60&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[334](index=334&type=chunk) - No material changes were made to the company's internal control over financial reporting during the quarter ended June 30, 2025[335](index=335&type=chunk) PART II. Other Information This section provides additional information including legal proceedings, risk factors, equity sales, and other relevant disclosures [Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings beyond routine litigation arising in the ordinary course of business - The company states it is not currently involved in any material pending or threatened legal proceedings outside of routine litigation incidental to its business[337](index=337&type=chunk) [Risk Factors](index=61&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K were reported - No material changes to the risk factors disclosed in the 2024 Form 10-K were reported[338](index=338&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company made no common stock repurchases during the three and six months ended June 30, 2025, under its $10.0 million share repurchase program - No common stock repurchases were made during the three and six months ended June 30, 2025[339](index=339&type=chunk) - As of June 30, 2025, the company has repurchased a total of **2,650** shares for **$4.7 million** under its existing share repurchase program[339](index=339&type=chunk) [Other Information](index=61&type=section&id=Item%205.%20Other%20Information) The company plans to delist its Common Stock from the Tel Aviv Stock Exchange by August 15, 2025, while maintaining its Nasdaq Capital Market listing - The company has filed to voluntarily delist its Common Stock from the Tel Aviv Stock Exchange (TASE), with the delisting expected to be effective on **August 15, 2025**[344](index=344&type=chunk) - The company's common stock will continue to be listed for trading on the Nasdaq Capital Market[344](index=344&type=chunk)

PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Jerash Holdings (US), Inc. and its subsidiaries, including balance sheets, statements of operations, changes in equity, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial line items [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%20(Unaudited)%20and%20March%2031%2C%202025) The balance sheet shows a slight decrease in total assets and total liabilities from March 31, 2025, to June 30, 2025. Cash significantly decreased, while accounts receivable increased, reflecting changes in operational cash management and collection timing | Metric | June 30, 2025 ($) | March 31, 2025 ($) | | :-------------------------- | :-------------- | :--------------- | | Total Assets | $81,739,077 | $82,975,526 | | Cash | $5,796,830 | $13,346,791 | | Accounts receivable, net | $9,979,463 | $3,076,074 | | Total Current Liabilities | $18,751,869 | $19,818,770 | | Total Equity | $62,789,975 | $62,869,109 | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) The company reported a net profit of **$0.32 million** for the three months ended June 30, 2025, a significant improvement from a net loss of **$1.37 million** in the prior year. This turnaround was driven by a substantial increase in gross profit and a shift from operating loss to operating income, despite a slight decrease in overall revenue | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | Change (YoY) | | :------------------------------------------------- | :----------------------------- | :----------------------------- | :------------ | | Revenue, net | $39,629,308 | $40,935,716 | (3.2%) | | Cost of goods sold | $33,540,428 | $36,295,845 | (7.5%) | | Gross Profit | $6,088,880 | $4,639,871 | 31.2% | | Income (Loss) from Operations | $958,996 | $(828,808) | 215.6% | | Net profit (loss) | $323,630 | $(1,366,697) | 123.6% | | Basic and diluted EPS | $0.03 | $(0.11) | 127.3% | [Condensed Consolidated Statements of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) Total equity experienced a minor decrease from March 31, 2025, to June 30, 2025, primarily influenced by dividend payments, which were partially offset by the net profit generated during the period and stock-based compensation expenses | Metric | June 30, 2025 ($) | March 31, 2025 ($) | | :------------------------------------------------- | :-------------- | :--------------- | | Total Equity | $62,789,975 | $62,869,109 | | Dividend payments (3 months ended June 30, 2025) | $(634,997) | N/A | | Net profit (loss) attributable to Common Stockholders (3 months ended June 30, 2025) | $318,676 | N/A | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024%20(Unaudited)) The company experienced a net decrease in cash and restricted cash of **$7.56 million** for the three months ended June 30, 2025, a significant increase from the **$1.06 million** decrease in the prior year. This was primarily driven by increased cash used in operating activities and investing activities, while financing activities shifted from providing cash to using cash | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(6,478,515) | $(2,200,948) | | Net cash used in investing activities | $(714,919) | $(386,965) | | Net cash (used in) provided by financing activities | $(378,710) | $1,516,001 | | Net decrease in cash and restricted cash | $(7,562,415) | $(1,062,995) | | Cash and restricted cash, end of period | $7,501,624 | $12,973,872 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the company's organizational structure, significant accounting policies, recent accounting pronouncements, and specific financial statement line items, offering crucial context for the condensed consolidated financial statements [NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS](index=9&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20DESCRIPTION%20OF%20BUSINESS) Jerash Holdings (US), Inc. is a holding company with manufacturing and trading subsidiaries primarily in Jordan and Hong Kong, focused on producing customized ready-made sportswear and outerwear. The company is terminating operations for one joint venture (J&B) while planning a significant **$29.9 million** investment in a new fabric facility in Jordan through another joint venture (Jerash Newtech) - Jerash Holdings is a holding company; its subsidiaries are primarily in Jordan (manufacturing) and Hong Kong (support, trading, joint ventures), engaged in manufacturing and exporting customized ready-made sportswear and outerwear[19](index=19&type=chunk)[25](index=25&type=chunk)[30](index=30&type=chunk) - J&B International Limited (51% owned joint venture) approved termination of business operations and dissolution, expected to complete by April 2027[27](index=27&type=chunk) - Jerash Newtech (51% owned joint venture) plans to invest approximately **$29.9 million** to establish a fabric facility in Jordan[28](index=28&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's accounting policies, including U.S. GAAP compliance, consolidation principles, and specific treatments for assets, liabilities, revenue, and expenses. It highlights the company's primary business as manufacturing outerwear and details exposure to credit, customer, and geopolitical risks, including a contingency plan for production relocation - The company's unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information[31](index=31&type=chunk) - Revenue is primarily derived from product sales of customized ready-made outerwear, with performance obligations typically satisfied upon shipment[49](index=49&type=chunk) - The company is exposed to credit risk from cash deposits in Jordan, China, and Hong Kong, and from accounts receivable[67](index=67&type=chunk) - Customer concentration: For the three months ended June 30, 2025, two customers accounted for **63%** and **12%** of total revenue, respectively[69](index=69&type=chunk) - Operational risks include political, economic, and legal environments in Jordan, foreign currency fluctuations, and recent conflicts in the Middle East. A contingency plan for production relocation is in place, approved by major customers, in case of port disruptions[71](index=71&type=chunk)[72](index=72&type=chunk) [NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS](index=19&type=section&id=NOTE%203%20%E2%80%93%20RECENT%20ACCOUNTING%20PRONOUNCEMENTS) The company is currently evaluating the potential impact of two new FASB ASUs: ASU 2023-09, which modifies income tax disclosures, and ASU 2024-03/2025-01, which requires disaggregation of income statement expenses - ASU 2023-09 (Income Taxes): Requires disaggregated effective tax rate reconciliation and income taxes paid information, effective for annual periods beginning after December 15, 2024[73](index=73&type=chunk) - ASU 2024-03/2025-01 (Expense Disaggregation): Requires disclosure of inventory purchases, employee compensation, depreciation, amortization, and depletion in expense captions, effective for annual periods beginning after December 15, 2026[74](index=74&type=chunk) [NOTE 4 – ACCOUNTS RECEIVABLE, NET](index=20&type=section&id=NOTE%204%20%E2%80%93%20ACCOUNTS%20RECEIVABLE%2C%20NET) Accounts receivable, net, significantly increased to **$9.98 million** as of June 30, 2025, from **$3.08 million** as of March 31, 2025, with no allowances for credit loss recorded in either period | Metric | As of June 30, 2025 ($) | As of March 31, 2025 ($) | | :------------------------ | :-------------------- | :-------------------- | | Trade accounts receivable | $9,979,463 | $3,076,074 | | Less: allowances for credit loss | - | - | | Accounts receivable, net | $9,979,463 | $3,076,074 | [NOTE 5 – INVENTORIES](index=20&type=section&id=NOTE%205%20%E2%80%93%20INVENTORIES) Total inventory slightly decreased to **$27.32 million** as of June 30, 2025, from **$27.70 million** as of March 31, 2025. This change was driven by a decrease in raw materials and work-in-progress, partially offset by an increase in finished goods, with **99.9%** of inventory backed by actual orders | Metric | As of June 30, 2025 ($) | As of March 31, 2025 ($) | | :---------------- | :-------------------- | :-------------------- | | Raw materials | $7,834,974 | $13,101,508 | | Work-in-progress | $2,116,717 | $2,888,090 | | Finished goods | $17,365,335 | $11,715,231 | | Total inventory | $27,317,026 | $27,704,829 | - As of June 30, 2025, **99.9%** of the company's inventory was arranged based on actual orders received[76](index=76&type=chunk) [NOTE 6 – ADVANCE TO SUPPLIERS, NET](index=20&type=section&id=NOTE%206%20%E2%80%93%20ADVANCE%20TO%20SUPPLIERS%2C%20NET) Advances to suppliers, net, increased to **$6.98 million** as of June 30, 2025, from **$6.64 million** as of March 31, 2025, with no allowances for impairment recorded in either period | Metric | As of June 30, 2025 ($) | As of March 31, 2025 ($) | | :--------------------- | :-------------------- | :-------------------- | | Advance to suppliers | $6,983,612 | $6,644,194 | | Less: allowances for impairment | - | - | | Advance to suppliers, net | $6,983,612 | $6,644,194 | [NOTE 7 – LEASES](index=21&type=section&id=NOTE%207%20%E2%80%93%20LEASES) The company maintains 37 operating leases for manufacturing facilities, offices, and staff dormitories. Both operating lease right-of-use assets and liabilities decreased from March 31, 2025, to June 30, 2025, with a weighted average remaining lease term of **1.4 years** and a discount rate of **6.25%** | Metric | As of June 30, 2025 ($) | As of March 31, 2025 ($) | | :-------------------------------- | :-------------------- | :-------------------- | | Operating lease right of use assets | $712,723 | $850,172 | | Total operating lease liabilities | $533,999 | $627,226 | | Weighted average remaining lease term | 1.4 years | 1.6 years | | Weighted average discount rate | 6.25% | 6.25% | - Total operating lease expenses were **$0.58 million** for the three months ended June 30, 2025, a decrease from **$0.65 million** for the same period in 2024[80](index=80&type=chunk) [NOTE 8 – PROPERTY, PLANT, AND EQUIPMENT, NET](index=22&type=section&id=NOTE%208%20%E2%80%93%20PROPERTY%2C%20PLANT%2C%20AND%20EQUIPMENT%2C%20NET) Property, plant, and equipment, net, slightly decreased to **$24.91 million** as of June 30, 2025, from **$25.02 million** as of March 31, 2025. Depreciation and amortization expenses increased year-over-year, reflecting ongoing asset utilization | Metric | As of June 30, 2025 ($) | As of March 31, 2025 ($) | | :-------------------------------- | :-------------------- | :-------------------- | | Property, plant, and equipment, net | $24,912,364 | $25,023,681 | - Depreciation and amortization expenses were **$0.74 million** for the three months ended June 30, 2025, compared to **$0.61 million** for the same period in 2024[82](index=82&type=chunk) [NOTE 9 – EQUITY](index=23&type=section&id=NOTE%209%20%E2%80%93%20EQUITY) The company had **12,699,940 shares** of common stock outstanding as of June 30, 2025. A cash dividend of **$0.05 per share** was declared and paid during the quarter. Jordanian and PRC subsidiaries are required to make appropriations to statutory reserves, which are not available for dividend distribution - Common stock outstanding: **12,699,940 shares** as of June 30, 2025, and March 31, 2025[85](index=85&type=chunk) - A cash dividend of **$0.05 per share** of common stock was declared on May 20, 2025, and paid in full on June 6, 2025, totaling **$0.63 million**[87](index=87&type=chunk) - Jordanian and PRC subsidiaries are required to make appropriations to statutory reserves, which are not available for dividend distribution[86](index=86&type=chunk) [NOTE 10 – STOCK-BASED COMPENSATION](index=24&type=section&id=NOTE%2010%20%E2%80%93%20STOCK-BASED%20COMPENSATION) As of June 30, 2025, the company had **150,000 fully vested stock options** and **907,840 Restricted Stock Units (RSUs)** outstanding. Total stock-based compensation expenses decreased significantly year-over-year, with **$1.57 million** in unrecognized RSU expenses remaining - Stock options outstanding: **150,000 shares** (fully vested) with a weighted average exercise price of **$6.25** and a weighted average remaining life of **3.5 years**[90](index=90&type=chunk) - RSUs outstanding: **907,840 shares** with a weighted average grant date fair value of **$3.00**[93](index=93&type=chunk) - Unrecognized stock-based compensation expenses for RSUs: **$1.57 million** to be recognized through March 2027[92](index=92&type=chunk) - Total stock-based compensation expenses: **$0.22 million** for the three months ended June 30, 2025, a **52% decrease** from **$0.47 million** in the same period in 2024[93](index=93&type=chunk) [NOTE 11 – RELATED PARTY TRANSACTIONS](index=25&type=section&id=NOTE%2011%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) The company maintains consulting agreements with two related parties: Yukwise Limited (wholly owned by the CEO) and Multi-Glory Corporation Limited (wholly owned by a significant stockholder), each incurring **$75,000** in consulting fees for the quarter - Consulting fees to Yukwise Limited (wholly owned by the CEO): **$75,000** for the three months ended June 30, 2025 and 2024[95](index=95&type=chunk) - Consulting fees to Multi-Glory Corporation Limited (wholly owned by a significant stockholder): **$75,000** for the three months ended June 30, 2025 and 2024[96](index=96&type=chunk) [NOTE 12 – CREDIT FACILITIES](index=25&type=section&id=NOTE%2012%20%E2%80%93%20CREDIT%20FACILITIES) The company utilizes supply chain financing programs with customers for early payments, incurring early payment charges. It also has a **$5.0 million** banking facility with DBSHK, with **$4.77 million** outstanding as of June 30, 2025, at a weighted average interest rate of **5.7%** - Early payment charge from supply chain financing: **$0.29 million** for the three months ended June 30, 2025, a decrease from **$0.41 million** in the same period in 2024[97](index=97&type=chunk) - DBSHK facility outstanding: **$4.77 million** as of June 30, 2025, compared to **$4.51 million** as of March 31, 2025[99](index=99&type=chunk) - Weighted average interest rate on DBSHK facility: **5.7%** as of June 30, 2025, down from **6.3%** as of March 31, 2025[99](index=99&type=chunk) [NOTE 13 – NONCONTROLLING INTEREST](index=26&type=section&id=NOTE%2013%20%E2%80%93%20NONCONTROLLING%20INTEREST) The company holds a **51% equity interest** in J&B and Jerash Newtech. J&B's business operations are being terminated, while Jerash Newtech is a new joint venture for a fabric facility. Noncontrolling interest increased to **$57,735** as of June 30, 2025 - Noncontrolling interest: **$57,735** as of June 30, 2025, compared to **$22,860** as of June 30, 2024[33](index=33&type=chunk)[103](index=103&type=chunk) - J&B International Limited (51% owned) approved termination of business operations and dissolution, expected to complete by April 2027[104](index=104&type=chunk) - Net profit (loss) generated by J&B: **$11,160** for the three months ended June 30, 2025, a significant improvement from a net loss of **$(43,485)** in the same period in 2024[103](index=103&type=chunk) - Net profit (loss) generated by Jerash Newtech: **$(1,048)** for the three months ended June 30, 2025, compared to a net loss of **$(354)** in the same period in 2024[103](index=103&type=chunk) [NOTE 14 – EARNINGS (LOSS) PER SHARE](index=26&type=section&id=NOTE%2014%20%E2%80%93%20EARNINGS%20(LOSS)%20PER%20SHARE) Basic and diluted earnings per share for the three months ended June 30, 2025, was **$0.03**, a significant improvement from a loss of **$0.11** in the prior year, reflecting the company's return to profitability | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | | :------------------------------------------------- | :----------------------------- | :----------------------------- | | Net profit (loss) attributable to Common Stockholders | $318,676 | $(1,345,216) | | Basic and diluted earnings (loss) per share | $0.03 | $(0.11) | | Weighted Average Number of Shares (Basic & Diluted) | 12,699,940 | 12,294,840 | - **1,057,840 RSUs** and stock options were excluded from the EPS calculation for the three months ended June 30, 2025, as their inclusion would have been anti-dilutive[105](index=105&type=chunk) [NOTE 15 – SEGMENT REPORTING](index=27&type=section&id=NOTE%2015%20%E2%80%93%20SEGMENT%20REPORTING) The company operates as a single reportable segment, primarily manufacturing outerwear. Revenue decreased by **3%** year-over-year, with a notable shift in geographic sales: US sales decreased by **13%**, while sales to China and Hong Kong surged by **306%** - The company has one operating segment, primarily manufacturing outerwear, which accounted for approximately **81.7%** of total revenue for the three months ended June 30, 2025[109](index=109&type=chunk) | Region | 3 Months Ended June 30, 2025 (Amount) ($) | 3 Months Ended June 30, 2025 (%) | 3 Months Ended June 30, 2024 (Amount) ($) | 3 Months Ended June 30, 2024 (%) | Change (YoY) | | :------------------ | :------------------------------------ | :-------------------------------- | :------------------------------------ | :-------------------------------- | :------------ | | United States | $32,052,018 | 81% | $37,034,398 | 90% | (13)% | | China and Hong Kong | $6,126,728 | 15% | $1,509,561 | 4% | 306% | | Germany | $537,047 | 2% | $1,120,063 | 3% | (52)% | | Jordan | $455,745 | 1% | $740,257 | 2% | (38)% | | Others | $457,770 | 1% | $531,437 | 1% | (14)% | | Total | $39,629,308 | 100% | $40,935,716 | 100% | (3)% | - As of June 30, 2025, **75.6%** of long-lived assets were located in Jordan and **23.5%** in Hong Kong[110](index=110&type=chunk) [NOTE 16 – COMMITMENTS AND CONTINGENCIES](index=28&type=section&id=NOTE%2016%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company has a remaining capital contribution commitment of approximately **$0.6 million** to Jiangmen Treasure Success by December 31, 2029. Additionally, it is involved in a legal dispute concerning PPE products, where management, based on legal advice, believes the chance of loss is remote and thus no accrual has been made - Remaining capital contribution commitment to Jiangmen Treasure Success: HKD 5 million (approximately **$0.6 million**) by December 31, 2029[111](index=111&type=chunk) - Jerash Garments is appealing an adverse court ruling in a case claiming PPE product inconsistencies, despite having won a prior related case for collection of proceeds. Management, based on external legal advice, concluded the chance of loss is remote[113](index=113&type=chunk)[115](index=115&type=chunk) [NOTE 17 – INCOME TAX](index=30&type=section&id=NOTE%2017%20%E2%80%93%20INCOME%20TAX) Jordanian subsidiaries are subject to a **20% income tax rate** plus a **1% social contribution**. The company is also subject to the U.S. GILTI regime and has a **$0.42 million** Toll Charge payable within one year. The consolidated effective tax rate significantly increased to **50.4%** for the three months ended June 30, 2025 - Jordanian subsidiaries' income tax rate: **20%** plus a **1%** social contribution, effective January 1, 2024[117](index=117&type=chunk) - The company is subject to the U.S. Global Intangible Low-Taxed Income (GILTI) regime and has a **$0.42 million** Toll Charge payable within one year[118](index=118&type=chunk) - Consolidated effective tax rate: **50.4%** for the three months ended June 30, 2025, compared to **(8.9%)** for the same period in 2024[119](index=119&type=chunk) - Uncertain tax positions: **$0.18 million** as of June 30, 2025, with an estimated **$0.24 million** of unrecognized tax provision (including penalties and interest) potentially recognized in the next 12 months[119](index=119&type=chunk) [NOTE 18 – SUBSEQUENT EVENTS](index=30&type=section&id=NOTE%2018%20%E2%80%93%20SUBSEQUENT%20EVENTS) On August 8, 2025, the Board of Directors approved a dividend payment of **$0.05 per share** - Dividend payment approved: **$0.05 per share** on August 8, 2025[120](index=120&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition for the three months ended June 30, 2025. It details the results of operations, liquidity, capital resources, and critical accounting estimates, highlighting key drivers of financial changes and future outlook [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Revenue decreased by **3%** year-over-year to **$39.6 million**, mainly due to shipment delays caused by switching ports. However, gross profit increased by **31%** and gross profit margin improved to **15%** due to lower import logistic costs and better production planning. Net income significantly improved to **$0.3 million** from a net loss of **$1.4 million** in the prior year - Revenue decreased by approximately **$1.3 million**, or **3%**, to **$39.6 million** for the three months ended June 30, 2025, mainly due to delayed shipments from switching ports[128](index=128&type=chunk) | Metric | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | Change (YoY) | | :-------------------------------- | :----------------------------- | :----------------------------- | :------------ | | Gross profit | $6,089,000 | $4,640,000 | 31% | | Gross profit margin | 15% | 11% | +4 ppts | | Net income (loss) | $323,000 | $(1,367,000) | 124% | - The increase in gross profit margin was primarily driven by better execution of logistic and production plans with import sea routes resuming to Aqaba Port in Jordan, shortening lead times and lowering costs[137](index=137&type=chunk) | Customer | 3 Months Ended June 30, 2025 (Sales) ($) | 3 Months Ended June 30, 2025 (%) | | :--------------- | :----------------------------------- | :------------------------------- | | VF Corporation | $25,156,000 | 63% | | New Balance | $4,796,000 | 12% | | Suzhou Unitex | $3,781,000 | 10% | - The U.S. imposed a **10% baseline tariff** on imports from Jordan effective April 5, 2025, later modified to **15%** on July 31, 2025, which could impact customer demand[132](index=132&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and restricted cash decreased by **$7.56 million** to **$7.50 million** as of June 30, 2025, primarily due to increased accounts receivable from delayed shipments and higher cash used in operating activities. Despite this, the company maintains a strong current ratio of **2.8 to 1** and relies on dividends from subsidiaries and supply chain financing for liquidity | Metric | June 30, 2025 ($) | March 31, 2025 ($) | | :-------------------------- | :-------------- | :--------------- | | Cash and restricted cash | $7,501,624 | $15,064,039 | | Net cash used in operating activities (3 months) | $(6,478,515) | $(2,200,948) | | Current Assets | $53,362,531 | $54,420,209 | | Current Liabilities | $18,751,869 | $19,818,770 | | Current Ratio | 2.8 to 1 | 2.7 to 1 | - The decrease in cash was mainly due to more shipments completed at the end of June 2025, with receivables collected in early July 2025 through supply chain financing programs[143](index=143&type=chunk) - The company participates in supply chain financing programs with major customers to receive early payments for approved sales invoices, subject to early payment charges, enhancing liquidity without traditional bank financing[147](index=147&type=chunk) - As of June 30, 2025, **$4.8 million** was outstanding under the DBSHK banking facility[149](index=149&type=chunk) - Statutory reserves of **$0.4 million** as of June 30, 2025, represent **0.66%** of consolidated net assets and are not available for dividend distribution[160](index=160&type=chunk) [Capital Expenditures](index=36&type=section&id=Capital%20Expenditures) Capital expenditures increased to **$0.7 million** for the three months ended June 30, 2025, primarily for plant and machinery. The company projects significant future capital expenditures of **$1.3 million** for fiscal 2026 and **$7.8 million** for fiscal 2027 to enhance production capacity and construct new facilities, funded by operations - Capital expenditures were approximately **$0.7 million** for the three months ended June 30, 2025, compared to **$0.4 million** for the same period in 2024, mainly for purchases of plant and machinery[161](index=161&type=chunk) - Projected capital expenditures: approximately **$1.3 million** for fiscal year ending March 31, 2026, and **$7.8 million** for fiscal year ending March 31, 2027, for further enhancement of production capacity and construction of dormitory and production facilities[163](index=163&type=chunk) - The company completed a dormitory and dormitory kitchen in fiscal year 2025 with approximately **$10.6 million** in capital expenditures[162](index=162&type=chunk) [Off-balance Sheet Commitments and Arrangements](index=36&type=section&id=Off-balance%20Sheet%20Commitments%20and%20Arrangements) The company has not entered into any material off-balance sheet commitments or arrangements, including financial guarantees or derivative contracts indexed to its own shares - The company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties[164](index=164&type=chunk) - The company has not entered into any derivative contracts that are indexed to its own shares or not reflected in its consolidated financial statements[164](index=164&type=chunk) [Critical Accounting Estimates](index=37&type=section&id=Critical%20Accounting%20Estimates) The company prepares its financial statements in conformity with U.S. GAAP, which requires judgments and estimates. No material changes have been made to accounting estimates in the past two years, and no critical accounting estimates have been identified - No material changes were made to the accounting estimates and assumptions in the past two years[165](index=165&type=chunk) - The company has not identified any critical accounting estimates[165](index=165&type=chunk) [Recent Accounting Pronouncements](index=37&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 3 for a discussion of recent accounting pronouncements and their potential impact on the company's financial statements - Refer to Note 3—Recent Accounting Pronouncements in the notes to the unaudited condensed consolidated financial statements for a discussion of recent accounting pronouncements[166](index=166&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Jerash Holdings (US), Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is not required to provide quantitative and qualitative disclosures about market risk as it is a smaller reporting company[167](index=167&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting. Management concluded that disclosure controls were ineffective as of June 30, 2025, due to IT general control deficiencies, with remediation efforts ongoing [Disclosure Controls and Procedures](index=37&type=section&id=Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were ineffective as of June 30, 2025, primarily due to ineffective information technology general controls related to privileged user access and review. Remedial actions are in their preliminary stages and require further managerial review and fine-tuning - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were ineffective as of June 30, 2025[168](index=168&type=chunk) - The ineffectiveness was due to ineffective information technology general controls in the areas of privileged user access and the review of user access over certain information technology systems supporting financial reporting processes[169](index=169&type=chunk)[171](index=171&type=chunk) - Remedial actions have been implemented, including a comprehensive review and strengthening of user authorization, access log control, password control, and documentation for IT systems, but are still in preliminary stages[172](index=172&type=chunk) - Despite material weaknesses, management concluded that the unaudited condensed consolidated financial statements fairly present the company's financial position, results of operations, and cash flows[173](index=173&type=chunk) [Changes in Internal Control Over Financial Reporting](index=38&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Other than ongoing remediation efforts related to disclosure controls and procedures, there were no material changes in the company's internal control over financial reporting during the quarter ended June 30, 2025 - No material changes in internal control over financial reporting during the quarter ended June 30, 2025, other than ongoing remediation efforts[174](index=174&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=39&type=section&id=Item%201%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, although it anticipates being involved in legal actions in the ordinary course of business, which could potentially incur material expenses or adverse outcomes - The company is not currently involved in any material legal proceedings[176](index=176&type=chunk) - The company anticipates involvement in legal proceedings, claims, and litigation arising in the ordinary course of business[176](index=176&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A%20Risk%20Factors) As a smaller reporting company, Jerash Holdings (US), Inc. is not required to provide the information regarding risk factors - The company is not required to provide risk factor information as a smaller reporting company[177](index=177&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) There were no unregistered sales of equity securities, use of proceeds, or issuer purchases of equity securities to report during the period - None to report[178](index=178&type=chunk) [Defaults Upon Senior Securities](index=39&type=section&id=Item%203%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - Not applicable[179](index=179&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - Not applicable[180](index=180&type=chunk) [Other Information](index=39&type=section&id=Item%205%20Other%20Information) There is no other information to report under this item for the reporting period - None to report[181](index=181&type=chunk) [Exhibits](index=39&type=section&id=Item%206%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including corporate governance documents, employment contracts, various certifications (Sarbanes-Oxley Act), and Inline XBRL documents - Exhibits include Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Specimen Certificate for Common Stock, an Employment Contract, and certifications from principal executive and financial officers (pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002)[184](index=184&type=chunk) - Inline XBRL Instance Document and related taxonomy extension documents are also filed as exhibits[184](index=184&type=chunk) SIGNATURES [Signatures](index=41&type=section&id=Signatures) The Quarterly Report on Form 10-Q was duly signed on behalf of Jerash Holdings (US), Inc. by Gilbert K. Lee, Chief Financial Officer, on August 13, 2025 - The report was signed by Gilbert K. Lee, Chief Financial Officer (Principal Financial Officer), on behalf of Jerash Holdings (US), Inc[189](index=189&type=chunk) - Date of signing: August 13, 2025[188](index=188&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 27, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 33-0956711 (State or other jurisdiction o ...