[PART I](index=4&type=section&id=PART%20I) [Item 1. Business](index=5&type=section&id=Item%201.%20Business) The Glimpse Group, Inc. is an immersive technology company specializing in enterprise-focused VR, AR, and Spatial Computing software and services. In fiscal year 2024, the company strategically shifted its focus to Spatial Computing, Cloud, and AI-driven solutions, particularly with its 'Spatial Core' product. The company operates an ecosystem of entities targeting diverse industry verticals, aiming for competitive advantages through collaboration and shared infrastructure. Key developments in FY2025 included the divestiture of QReal, a registered direct offering raising $6.79 million, and a new $2+ million SpatialCore contract - The Glimpse Group, Inc. is an Immersive technology company providing enterprise-focused Virtual Reality (VR), Augmented Reality (AR), and Spatial Computing software and services[13](index=13&type=chunk) - In fiscal year 2024, the company shifted its business focus (Strategic Shift) to immersive technology solutions primarily driven by Spatial Computing, Cloud, and Artificial Intelligence (AI), including its 'Spatial Core' product[16](index=16&type=chunk) - The company's ecosystem comprises several entities targeting different industry segments in a non-competitive, collaborative manner, sharing operational, financial, and intellectual property infrastructure[17](index=17&type=chunk)[18](index=18&type=chunk) - Key business developments in FY2025 included the divestiture of QReal, a registered direct offering that realized net proceeds of **$6.79 million**, and a new **$2+ million SpatialCore contract**[23](index=23&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) Customer Revenue Concentration (FY2025 vs. FY2024) | Fiscal Year | Top 2 Customers Revenue Share | Top 5 Customers Revenue Share | | :---------- | :----------------------------- | :---------------------------- | | 2025 | 61% (40%, 21%) | 76% | | 2024 | 38% (23%, 15%) | 53% | [Item 1A. Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) Investing in The Glimpse Group involves significant risks due to its early-stage nature in an emerging industry. Key risks include a history of net losses and potential future losses, the need for additional capital, intense and dynamic market competition, customer concentration, and the ability to attract and retain customers. The company also faces challenges in ongoing R&D, anticipating technological changes, and managing its decentralized entity structure. Intellectual property protection, cybersecurity threats, and stock price volatility are also material risks. As an 'emerging growth company' and 'smaller reporting company,' it benefits from reduced reporting requirements, but this may affect investor attractiveness - The company is an early-stage technology development company operating in an emerging industry, subject to associated risks[59](index=59&type=chunk) - The company has incurred significant net losses since inception (**$2.6 million in FY2025**, **$6.4 million in FY2024**) and may continue to do so, with an accumulated deficit of approximately **$65.6 million** as of June 30, 2025[60](index=60&type=chunk) - Future growth depends on the ability to attract and retain customers in a competitive and dynamic market, requiring ongoing R&D and adaptation to rapid technological changes[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) - Significant customer concentration exists, with the top five customers accounting for **76% of revenues in FY2025**, posing a risk if these relationships decline[67](index=67&type=chunk) - The company faces risks related to its acquisition strategy, intellectual property protection, potential stock price volatility, and the significant costs and management time associated with operating as a public company[97](index=97&type=chunk)[103](index=103&type=chunk)[118](index=118&type=chunk)[124](index=124&type=chunk) [Item 1B. Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section states that there are no unresolved staff comments applicable to the company - Not applicable[133](index=133&type=chunk) [Item 1C. Cybersecurity](index=27&type=section&id=Item%201C.%20Cybersecurity) The company has a cybersecurity risk management program led by its Director of Information Technology, guided by the NIST Cybersecurity Framework. The program includes risk assessments, security controls, external service providers, employee training, and an incident response plan. The board of directors oversees cybersecurity risks, receiving reports from the Director of Information Technology. As of the report date, no cybersecurity threats are believed to have materially affected the company, though future incidents remain a risk - The company's cybersecurity risk management program is led by the Director of Information Technology and is based on industry frameworks like the NIST Cybersecurity Framework[134](index=134&type=chunk)[135](index=135&type=chunk) - The program includes risk assessments, security controls, external service provider engagement, employee training, and an incident response plan[136](index=136&type=chunk) - The board of directors has primary responsibility for cybersecurity oversight, receiving reports from the Director of Information Technology, with the Audit Committee annually reviewing security policies and internal controls[140](index=140&type=chunk)[141](index=141&type=chunk) - As of the report date, the company does not believe any cybersecurity threats have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[138](index=138&type=chunk) [Item 2. Properties](index=28&type=section&id=Item%202.%20Properties) The Glimpse Group maintains leased offices in New York, New York (lease expiring December 31, 2025), Ashburn, Virginia (for BLI operations, expiring April 2026, expected to renew), and Richardson, Texas (nominal lease expiring November 2026). Current facilities are deemed adequate for ongoing needs, with potential for additional facilities if expansion occurs - The company's headquarters in New York, NY, has a lease expiring December 31, 2025, with renewal status undetermined[143](index=143&type=chunk) - Other leased properties include an office in Ashburn, VA, for Brightline Interactive, LLC (BLI) operations, expiring April 2026 (expected to renew), and a nominal lease in Richardson, TX, expiring November 2026[144](index=144&type=chunk) - Current leased facilities are considered adequate for present and future needs, with potential for additional facilities if geographical expansion requires it[144](index=144&type=chunk) [Item 3. Legal Proceedings](index=28&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations. However, litigation, regardless of outcome, can negatively impact the company due to costs and diversion of management resources - The company is not currently a party to or aware of any legal proceedings that are believed to have a material adverse effect on its business, financial condition, or results of operations[145](index=145&type=chunk) - Litigation, regardless of outcome, can have an adverse impact due to defense and settlement costs, and diversion of management resources[145](index=145&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Not applicable[146](index=146&type=chunk) [PART II](index=29&type=section&id=PART%20II) [Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%205.%20Market%20For%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the Nasdaq Capital Market under 'VRAR'. As of September 22, 2025, there were 100 holders of record. The company reported recent sales of unregistered securities for compensation and vendor expenses totaling $14,218 for 11,750 shares in Q4 FY2025. No equity securities were purchased by the issuer or affiliates. The company has never paid cash dividends and intends to retain earnings for business development, but has a discretionary policy to distribute a majority of net proceeds from significant entity sales (over $10 million) or 10% of consolidated net income, subject to board approval and certain conditions - The company's common stock is traded on the Nasdaq Capital Market under the symbol 'VRAR' since July 1, 2021[148](index=148&type=chunk) - As of September 22, 2025, there were **100 holders of record** for the common stock[149](index=149&type=chunk) Recent Sales of Unregistered Securities (Q4 FY2025) | Category | Number of Shares | Value of Shares ($) | | :----------------------- | :--------------- | :------------------ | | Compensation and vendor expense | 11,750 | 14,218 | | Total | 11,750 | 14,218 | - The company has never declared or paid cash dividends and intends to retain all available funds and future earnings for business development[153](index=153&type=chunk) - A discretionary dividend policy allows for distribution of no less than **85%** of after-tax net proceeds from the sale of an entity's business (if over **$10 million**) or **10%** of consolidated net income, subject to board approval and specific conditions[154](index=154&type=chunk)[155](index=155&type=chunk) [Item 6. [Reserved]](index=31&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the fiscal years ended June 30, 2025 and 2024. The Glimpse Group, an immersive technology company, strategically shifted its focus to Spatial Computing, Cloud, and AI-driven solutions in FY2024. The company reported a 20% increase in total revenue to $10.53 million in FY2025, primarily from new Spatial Core customers, and a significant improvement in net loss from $6.39 million in FY2024 to $2.55 million in FY2025. Operating expenses decreased by 21%, driven by the strategic shift and divestitures. Liquidity improved significantly, with cash and cash equivalents increasing to $6.83 million by June 30, 2025, supported by a $6.79 million net proceeds from a securities purchase agreement [Company Overview](index=31&type=section&id=Company%20Overview) The Glimpse Group is an immersive technology company focused on enterprise Virtual Reality (VR), Augmented Reality (AR), and Spatial Computing software and services. It operates an ecosystem of entities to simplify industry challenges, achieve scale, and provide diversified investment opportunities. In fiscal year 2024, the company underwent a strategic shift to focus on Spatial Computing, Cloud, and AI-driven solutions, particularly its 'Spatial Core' product, targeting B2B and B2B2C segments across various industry verticals - The Glimpse Group is an Immersive technology company providing enterprise-focused VR, AR, and Spatial Computing software and services[159](index=159&type=chunk) - The company's ecosystem model aims to simplify challenges in the emerging Immersive technology industry, create scale, build operational efficiencies, and enhance go-to-market synergies[160](index=160&type=chunk) - In fiscal year 2024, the company shifted its business focus to immersive technology solutions primarily driven by Spatial Computing, Cloud, and AI, including its 'Spatial Core' product[162](index=162&type=chunk) - The company targets a wide array of industry verticals and focuses primarily on B2B and B2B2C segments, remaining hardware agnostic[161](index=161&type=chunk) [Critical Accounting Policies and Estimates and Recent Accounting Pronouncements](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates%20and%20Recent%20Accounting%20Pronouncements) The company's financial statements are prepared under GAAP, requiring significant management estimates for areas like allowance for doubtful accounts, stock options, revenue recognition, business combinations, and impairment of assets. Key policies include consolidating wholly-owned entities, recording acquired assets and liabilities at fair value, amortizing intangible assets over their useful lives, and testing goodwill for impairment annually. Revenue is recognized when performance obligations are satisfied, disaggregated into Software Services, Software License/SaaS, and Royalty Income. Stock-based compensation is expensed based on grant date fair values, and R&D costs are expensed as incurred. The company is evaluating ASU 2023-09 for income tax disclosure improvements, effective July 1, 2025 - Consolidated financial statements are prepared in accordance with GAAP, requiring estimates for valuation of allowance for doubtful accounts, stock options, revenue recognition, business combinations, contingent consideration, fair value of intangible assets, and goodwill impairment[164](index=164&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - Goodwill is tested annually for impairment, and intangible assets are amortized using the straight-line method over their estimated useful lives[170](index=170&type=chunk)[171](index=171&type=chunk) - Revenue is disaggregated into Software Services, Software License/SaaS, and Royalty Income, recognized when performance obligations are satisfied and collection is reasonably assured[178](index=178&type=chunk)[179](index=179&type=chunk)[184](index=184&type=chunk) - Employee stock-based compensation is recognized based on grant date fair values using the Black-Scholes Merton method and amortized over the requisite period[189](index=189&type=chunk)[190](index=190&type=chunk) - Research and development expenses are expensed as incurred due to the emerging industry and uncertain market environment[191](index=191&type=chunk) - The company is evaluating ASU 2023-09, effective July 1, 2025, for improvements to income tax disclosures[193](index=193&type=chunk) [Highlights](index=36&type=section&id=Highlights) The Glimpse Group reported a 20% increase in total revenue to $10.53 million in FY2025, primarily driven by new Spatial Core customers, despite a decrease in Software License revenue due to the QReal divestiture. Gross profit margin improved to 68%. Total operating expenses decreased by 21% to $9.86 million, largely due to reductions in R&D, G&A, and S&M expenses following the strategic shift and divestitures, and a significant decrease in amortization and impairment charges. The net loss improved by 60% to $2.55 million in FY2025 Summary P&L (in millions) | Metric | FY2025 ($) | FY2024 ($) | Change ($) | Change (%) | | :------------------------- | :--------- | :--------- | :--------- | :--------- | | Revenue | 10.53 | 8.80 | 1.73 | 20% | | Cost of Goods Sold | 3.41 | 2.94 | 0.47 | 16% | | Gross Profit | 7.12 | 5.86 | 1.26 | 22% | | Total Operating Expenses | 9.86 | 12.47 | (2.61) | -21% | | Loss from Operations | (2.74) | (6.61) | 3.87 | 59% | | Other Income | 0.19 | 0.22 | (0.03) | -14% | | Net Loss | (2.55) | (6.39) | 3.84 | 60% | Revenue Breakdown (in millions) | Revenue Category | FY2025 ($) | FY2024 ($) | Change ($) | Change (%) | | :---------------------------- | :--------- | :--------- | :--------- | :--------- | | Software Services | 10.00 | 8.13 | 1.87 | 23% | | Software License/SaaS | 0.51 | 0.67 | (0.16) | -24% | | Royalty Income | 0.02 | - | 0.02 | 100% | | **Total Revenue** | **10.53** | **8.80** | **1.73** | **20%** | - Gross profit margin increased by **1% to 68%** in FY2025, reflecting increased margin on Spatial Core revenue due to less reliance on third-party vendors[199](index=199&type=chunk) Operating Expenses (in millions) | Expense Category | FY2025 ($) | FY2024 ($) | Change ($) | Change (%) | | :---------------------------------------- | :--------- | :--------- | :--------- | :--------- | | Research and development expenses | 3.49 | 5.45 | (1.96) | -36% | | General and administrative expenses | 3.64 | 4.29 | (0.65) | -15% | | Sales and marketing expenses | 2.20 | 2.82 | (0.62) | -22% | | Amortization of acquisition intangible assets | 0.43 | 1.24 | (0.81) | -65% | | Goodwill impairment | - | 0.38 | (0.38) | -100% | | Intangible asset impairment | - | 2.56 | (2.56) | -100% | | Change in fair value of acquisition contingent consideration | 0.10 | (4.27) | 4.37 | -102% | | **Total Operating Expenses** | **9.86** | **12.47** | **(2.61)** | **-21%** | - Net loss improved by approximately **$3.84 million (60%)** in FY2025, driven by increased revenue/gross profit and expense reductions from the Strategic Shift and divestitures[209](index=209&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) The company uses non-GAAP financial measures, specifically Adjusted EBITDA, to evaluate operating performance and facilitate period-to-period comparisons by excluding non-operational items. Adjusted EBITDA loss significantly improved to $0.87 million in FY2025 from $4.63 million in FY2024, reflecting increased revenue, gross profit, and expense reductions from the strategic shift and divestitures - Adjusted EBITDA is a non-GAAP financial measure used by management to evaluate core operating results by removing the impact of non-operational items[210](index=210&type=chunk)[212](index=212&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA Loss (in millions) | Metric | FY2025 ($) | FY2024 ($) | | :-------------------------------------------- | :--------- | :--------- | | Net loss | (2.55) | (6.39) | | Depreciation and amortization | 0.51 | 1.36 | | **EBITDA loss** | **(2.04)** | **(5.03)** | | Stock based compensation expenses | 0.99 | 2.28 | | Loss on subsidiary divestiture | 0.11 | - | | Gain on lease termination | (0.03) | - | | Change in fair value of acquisition contingent consideration | 0.10 | (4.27) | | Intangible asset impairment | - | 2.94 | | Change in fair value of accrued performance bonus | - | (0.55) | | **Adjusted EBITDA loss** | **(0.87)** | **(4.63)** | - Adjusted EBITDA loss improved from **$4.63 million in FY2024 to $0.87 million in FY2025**, driven by increased revenue/gross profit and expense reductions from the Strategic Shift and divestitures[215](index=215&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved in FY2025, with net cash used in operating activities decreasing by 95% to $0.27 million. Net cash provided by financing activities increased by 129% to $6.80 million, primarily from a securities purchase agreement. Cash and cash equivalents at year-end increased by 271% to $6.83 million. The company believes it is sufficiently funded for its operational plan beyond the next 12 months, with no outstanding debt or preferred stock as of June 30, 2025 Cash Flow Summary (in millions) | Cash Flow Category | FY2025 ($) | FY2024 ($) | Change ($) | Change (%) | | :-------------------------------------- | :--------- | :--------- | :--------- | :--------- | | Net cash used in operating activities | (0.27) | (5.21) | 4.94 | 95% | | Net cash used in investing activities | (1.54) | (1.53) | (0.01) | -1% | | Net cash provided by financing activities | 6.80 | 2.97 | 3.83 | 129% | | Net increase (decrease) in cash and cash equivalents | 4.99 | (3.77) | 8.76 | NA | | Cash and cash equivalents, end of year | 6.83 | 1.84 | 4.99 | 271% | - The significant improvement in net cash used in operating activities is driven by increased revenue/gross profit and expense reductions from the Strategic Shift and divestitures[217](index=217&type=chunk) - Financing activities in FY2025 were primarily boosted by **$6.80 million** in net proceeds from a securities purchase agreement[219](index=219&type=chunk) - As of June 30, 2025, the company had **$6.83 million** in cash and cash equivalents, no outstanding debt obligations, and no issued preferred stock[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) - The company believes it is sufficiently funded to meet its operational plan and future obligations beyond the next 12 months[338](index=338&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=41&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) The Glimpse Group is classified as an 'emerging growth company' and a 'smaller reporting company,' allowing it to take advantage of reduced reporting and disclosure requirements. This includes exemptions from auditor attestation for internal controls, reduced executive compensation disclosures, and an extended transition period for new accounting standards. While these exemptions reduce compliance costs, they may make the common stock less attractive to some investors, potentially affecting trading market activity and stock price volatility - The company is an 'emerging growth company' and 'smaller reporting company,' benefiting from reduced reporting and disclosure requirements under the JOBS Act[223](index=223&type=chunk)[226](index=226&type=chunk) - Exemptions include auditor attestation for internal controls, reduced executive compensation disclosures, and an extended transition period for new accounting standards[223](index=223&type=chunk)[224](index=224&type=chunk) - The company has elected to use the extended transition period for complying with new or revised accounting standards, which may make its financial statements not comparable to other public companies[224](index=224&type=chunk) - Reliance on these exemptions could make the common stock less attractive to investors, potentially leading to a less active trading market and more volatile stock price[227](index=227&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no quantitative and qualitative disclosures about market risk applicable to the company - Not applicable[228](index=228&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=42&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item indicates that all required financial information is attached at the end of the report, starting on page F-1, and is incorporated by reference - All financial information required by this Item is attached at the end of this Report beginning on page F-1 and is incorporated herein by reference[229](index=229&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=42&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Hoberman & Lesser, CPAs LLP resigned as the independent registered public accounting firm effective December 20, 2023. During the fiscal years ended June 30, 2023, and the subsequent interim period through December 20, 2023, there were no disagreements or reportable events between the company and Hoberman regarding accounting principles, financial disclosure, or auditing scope - Hoberman & Lesser, CPAs LLP resigned as the independent registered public accounting firm effective December 20, 2023[230](index=230&type=chunk) - There were no disagreements or reportable events with Hoberman regarding accounting principles, financial statement disclosure, or auditing scope during the specified periods[231](index=231&type=chunk) [Item 9A. Controls and Procedures](index=42&type=section&id=Item%209A.%20Controls%20and%20Procedures) The company's management, including the CEO and CFO, evaluated the effectiveness of its disclosure controls and procedures as of June 30, 2025, concluding they were effective. They also assessed the effectiveness of internal control over financial reporting based on the COSO 2013 framework and concluded it was effective as of June 30, 2025. No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025 - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of June 30, 2025[233](index=233&type=chunk) - Management also concluded that internal control over financial reporting was effective as of June 30, 2025, based on the COSO 2013 framework[235](index=235&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[236](index=236&type=chunk) [Item 9B. Other Information](index=42&type=section&id=Item%209B.%20Other%20Information) This section states that there is no other information to report - None[237](index=237&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=43&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section states that disclosures regarding foreign jurisdictions that prevent inspections are not applicable to the company - Not applicable[238](index=238&type=chunk) [PART III](index=44&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance](index=44&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section details the executive officers and directors of The Glimpse Group, including their ages and positions as of September 30, 2025. The board is divided into three classes with staggered three-year terms. Key executive officers include Lyron Bentovim (President, CEO, Chairman), Maydan Rothblum (CFO, COO), David J. Smith (Chief Creative Officer), and Tyler Gates (Chief Futurist Officer). The board has established four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Strategy, with specific independent directors serving on each. The company has a written code of ethics and business conduct and complies with Section 16(a) reporting requirements Executive Officers and Directors (as of September 30, 2025) | Name | Age | Position | | :----------------- | :-- | :-------------------------------------------------------------------- | | Lyron Bentovim | 56 | President, Chief Executive Officer, Director and Chairman of the Board | | Maydan Rothblum | 52 | Chief Financial Officer, Chief Operating Officer, Secretary and Director | | David J. Smith | 49 | Chief Creative Officer | | Tyler Gates | 39 | Chief Futurist Officer | | Ian Charles | 57 | Independent Director | | Jeff Enslin | 58 | Lead Independent Director | | Lemuel Amen | 59 | Independent Director | | Alexander Ruckdaeschel | 53 | Independent Director | | Tamar Elkeles | 56 | Independent Director | - The board of directors is divided into three classes, with each class elected to a three-year term[242](index=242&type=chunk) - The company has established four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Strategy[259](index=259&type=chunk) - The Audit Committee consists of Ian Charles (Chair), Lemuel Amen, and Jeff Enslin, all determined to be independent, with Ian Charles identified as an 'audit committee financial expert'[260](index=260&type=chunk) - The company has adopted a written code of ethics and business conduct applicable to its directors, officers, and employees[268](index=268&type=chunk) - All executive officers, directors, and greater than ten-percent beneficial owners complied with Section 16(a) reporting requirements for the year ended June 30, 2025[271](index=271&type=chunk) [Item 11. Executive Compensation](index=49&type=section&id=Item%2011.%20Executive%20Compensation) This section outlines the compensation for the named executive officers (Lyron Bentovim, Maydan Rothblum, and David J. Smith) for fiscal years 2025 and 2024, primarily consisting of base salaries and performance bonuses. Directors do not receive cash compensation but are reimbursed for expenses and receive equity-based compensation. The company's Equity Incentive Plan, administered by the compensation committee, allows for various equity awards, with approximately 7.40 million shares available for issuance as of June 30, 2025. Total stock option-based expense for employees and board members was $0.93 million in FY2025, down from $1.61 million in FY2024 Summary Compensation Table for Named Executive Officers | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Award ($) | Total ($) | | :-------------------------------------- | :---------- | :--------- | :-------- | :--------------- | :--------------- | :-------- | | Lyron Bentovim, President and CEO | 2025 | 259,133 | 120,000 | - | - | 379,133 | | | 2024 | 265,000 | - | - | 69,638 | 334,638 | | Maydan Rothblum, CFO and COO | 2025 | 246,833 | 100,000 | - | - | 346,833 | | | 2024 | 235,000 | - | - | 357,746 | 592,746 | | David J Smith, Chief Creative Officer | 2025 | 210,000 | 10,000 | - | - | 220,000 | | | 2024 | 210,000 | - | - | 49,686 | 259,686 | - Executive employment agreements specify annual base cash salaries and eligibility for performance bonuses[278](index=278&type=chunk)[279](index=279&type=chunk)[280](index=280&type=chunk) - The Equity Incentive Plan, approved in October 2016, authorizes the grant of options and other equity awards to eligible persons, with approximately **13.17 million common shares reserved** and **7.40 million available for issuance** as of June 30, 2025[281](index=281&type=chunk)[282](index=282&type=chunk) Director Equity-Based Compensation (FY2025) | Name | Fiscal Year | Options ($) | Stock Awards ($) | Total ($) | | :------------------- | :---------- | :---------- | :--------------- | :-------- | | Jeffrey Enslin | 2025 | 81,788 | - | 81,788 | | Lemuel Amen | 2025 | 81,788 | - | 81,788 | | Alexander Ruckdaeschel | 2025 | 81,788 | - | 81,788 | | Ian Charles | 2025 | 81,788 | - | 81,788 | | Tamar Elkeles | 2025 | 81,788 | - | 81,788 | Stock Option-Based Expense | Expense Category | FY2025 ($) | FY2024 ($) | | :-------------------------------- | :--------- | :--------- | | Research and development expenses | 210,498 | 731,638 | | General and administrative expenses | 394,039 | 346,309 | | Sales and marketing expenses | 97,520 | 349,377 | | Board option expense | 229,389 | 179,950 | | **Total** | **931,446**| **1,607,274**| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](index=52&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) This section details the beneficial ownership of the company's common stock by directors, executive officers, and significant shareholders as of September 22, 2025. As of this date, 21,066,006 shares of common stock were outstanding. Lyron L. Bentovim is the largest individual beneficial owner among directors and officers with 5.43%, followed by D.J. Smith with 4.89%. All officers and directors as a group beneficially own 16.69% of the common stock - Beneficial ownership information is provided as of September 22, 2025, based on **21,066,006 shares of common stock outstanding**[293](index=293&type=chunk) Security Ownership of Certain Beneficial Owners and Management | Name of Beneficial Owner | Common Stock Beneficially Owned | Percentage of Common Stock Owned | | :-------------------------------------------------------- | :------------------------------ | :------------------------------- | | Lyron L. Bentovim (President, CEO, Chairman) | 1,149,102 | 5.43% | | Maydan Rothblum (COO, CFO, Secretary, Treasurer, Director) | 652,345 | 3.07% | | D.J. Smith (Chief Creative Officer and Director) | 1,030,708 | 4.89% | | Jeff Enslin (Director) | 369,780 | 1.75% | | Lemuel Amen (Director) | 182,497 | 0.86% | | Alexander Ruckdaeschel (Director) | 83,264 | 0.39% | | Ian Charles (Director and Chair of Audit Committee) | 78,850 | 0.37% | | Tamar Elkeles (Director) | 54,375 | 0.26% | | All officers and directors (8 persons) | 3,600,921 | 16.69% | - Beneficial ownership includes shares issuable upon exercise of options, warrants, or other rights exercisable within **60 days** of September 30, 2025[293](index=293&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=55&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) This section confirms that there were no related party transactions to disclose. The board of directors has affirmatively determined that five of its members (Ian Charles, Lemuel Amen, Alexander Ruckdaeschel, Tamar Elkeles, and Jeff Enslin) are independent according to Nasdaq Listing Rules. This determination ensures that a majority of the board and all members of the audit, nominating and corporate governance, and compensation committees meet independence criteria - There were no related party transactions to disclose[297](index=297&type=chunk) - The board of directors has determined that Ian Charles, Lemuel Amen, Alexander Ruckdaeschel, Tamar Elkeles, and Jeff Enslin are independent in accordance with Nasdaq Listing Rules[300](index=300&type=chunk) - All members of the audit committee, nominating and corporate governance committee, and compensation committee are independent directors[300](index=300&type=chunk) [Item 14. Principal Accountant Fees and Services](index=55&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section provides a summary of fees billed by the company's current auditors, Turner, Stone & Company, L.L.P., for professional services during fiscal years 2025 and 2024. Total fees increased from $141,000 in FY2024 to $158,000 in FY2025, primarily due to an increase in audit fees. The audit committee has a policy for pre-approving all audit and permissible non-audit services to ensure auditor independence Principal Accountant Fees and Services | Category | FY2025 ($) | FY2024 ($) | | :-------------------- | :--------- | :--------- | | Audit fees | 128,000 | 108,000 | | Audit fees - benefit plan | 16,000 | 20,000 | | Tax fees | 14,000 | 13,000 | | **Total Fees** | **158,000**| **141,000**| - Audit fees represent fees for respective fiscal year audits, including the review of quarterly financial statements[301](index=301&type=chunk) - The audit committee has a policy for pre-approving all audit and permissible non-audit services to ensure auditor independence[302](index=302&type=chunk) [PART IV](index=56&type=section&id=PART%20IV) [Item 15. Exhibits and Financial Statement Schedules](index=56&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the exhibits and financial statement schedules included as part of the report. Financial statements are referenced starting on page F-1, and all financial statement schedules have been omitted as the information is either not applicable, insufficient to require submission, or included within the consolidated financial statements and notes. A detailed index of exhibits, including articles of incorporation, bylaws, employment agreements, and other corporate documents, is provided - Financial statements are included starting on page F-1 of the report[305](index=305&type=chunk)[308](index=308&type=chunk) - Financial statement schedules are omitted because the required information was not applicable, insufficient, or already included in the consolidated financial statements or notes[305](index=305&type=chunk) - A list of exhibits is provided, including corporate governance documents, employment agreements, and other regulatory filings[306](index=306&type=chunk)[307](index=307&type=chunk)[311](index=311&type=chunk) [Item 16. Form 10-K Summary](index=57&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section indicates that there is no Form 10-K summary provided - None[310](index=310&type=chunk) [Financial Statements](index=59&type=section&id=Financial%20Statements) [Report of Independent Registered Public Accounting Firm](index=61&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Turner, Stone & Company, L.L.P., the independent registered public accounting firm since 2023, issued an unqualified opinion on The Glimpse Group, Inc.'s consolidated financial statements for the years ended June 30, 2025 and 2024. The audit was conducted in accordance with PCAOB standards, assessing risks of material misstatement and evaluating accounting principles and estimates. The firm did not audit internal control over financial reporting - Turner, Stone & Company, L.L.P. issued an unqualified opinion on the consolidated financial statements for the years ended June 30, 2025 and 2024[319](index=319&type=chunk) - The audit was conducted in accordance with PCAOB standards, assessing risks of material misstatement and evaluating accounting principles and estimates[321](index=321&type=chunk)[322](index=322&type=chunk) - The firm has served as the company's auditor since 2023 and was not engaged to perform an audit of internal control over financial reporting[321](index=321&type=chunk)[323](index=323&type=chunk) [Consolidated Balance Sheets](index=62&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show an increase in total assets from $15.56 million in FY2024 to $19.28 million in FY2025, primarily driven by a significant increase in cash and cash equivalents. Total liabilities decreased from $4.02 million to $2.34 million, mainly due to a reduction in long-term contingent consideration for acquisitions and lease liabilities. Stockholders' equity increased from $11.54 million to $16.94 million, reflecting additional paid-in capital from securities issuances despite an accumulated deficit of $65.59 million Consolidated Balance Sheets Summary (as of June 30, in $) | ASSETS | 2025 | 2024 | | :-------------------------------------- | :----------- | :----------- | | Cash and cash equivalents | 6,832,725 | 1,848,295 | | Accounts receivable | 840,551 | 723,032 | | Total current assets | 8,172,657 | 3,520,289 | | Equipment and leasehold improvements, net | 54,898 | 167,325 | | Right-of-use assets, net | 122,094 | 452,808 | | Intangible assets, net | 60,717 | 487,867 | | Goodwill | 10,857,600 | 10,857,600 | | **Total assets** | **19,279,066** | **15,558,603** | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Accounts payable | 228,371 | 181,668 | | Accrued liabilities | 446,896 | 340,979 | | Total current liabilities | 2,338,472 | 2,427,598 | | Contingent consideration for acquisitions, net of current portion | - | 1,413,696 | | Lease liabilities, net of current portion | 4,704 | 178,824 | | **Total liabilities** | **2,343,176** | **4,020,118** | | Common Stock | 21,056 | 18,158 | | Additional paid-in capital | 82,506,758 | 74,559,600 | | Accumulated deficit | (65,591,924) | (63,039,273) | | **Total stockholders' equity** | **16,935,890** | **11,538,485** | | **Total liabilities and stockholders' equity** | **19,279,066** | **15,558,603** | - Cash and cash equivalents increased significantly from **$1.85 million in FY2024 to $6.83 million in FY2025**[325](index=325&type=chunk) - Total liabilities decreased by approximately **$1.68 million**, primarily due to the reduction in long-term contingent consideration for acquisitions and lease liabilities[325](index=325&type=chunk) - Stockholders' equity increased by approximately **$5.4 million**, driven by an increase in additional paid-in capital[325](index=325&type=chunk) [Consolidated Statements of Operations](index=63&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a 20% increase in total revenue to $10.53 million in FY2025, primarily from Software Services. Gross profit increased by 22% to $7.12 million. Total operating expenses decreased by 21% to $9.86 million, largely due to significant reductions in R&D, sales and marketing, and amortization/impairment expenses. The net loss improved by 60% from $6.39 million in FY2024 to $2.55 million in FY2025. Basic and diluted net loss per share improved from $(0.38) to $(0.13) Consolidated Statements of Operations Summary (for the years ended June 30, in $) | Metric | 2025 | 2024 | | :-------------------------------------------- | :----------- | :----------- | | Software services | 9,996,491 | 8,130,515 | | Software license/software as a service | 503,734 | 673,684 | | Royalty income | 27,700 | - | | **Total Revenue** | **10,527,925** | **8,804,199** | | Cost of goods sold | 3,407,946 | 2,941,460 | | **Gross profit** | **7,119,979** | **5,862,739** | | Research and development expenses | 3,494,731 | 5,455,612 | | General and administrative expenses | 3,636,266 | 4,292,001 | | Sales and marketing expenses | 2,201,754 | 2,819,668 | | Amortization of acquisition intangible assets | 427,150 | 1,241,228 | | Goodwill impairment | - | 379,038 | | Intangible asset impairment | - | 2,563,331 | | Change in fair value of acquisition contingent consideration | 102,412 | (4,272,080) | | **Total operating expenses** | **9,862,313** | **12,478,798** | | Loss from operations before other income | (2,742,334) | (6,616,059) | | Interest income | 189,683 | 221,764 | | **Net loss** | **(2,552,651)**| **(6,394,295)**| | Basic and diluted net loss per share | (0.13) | (0.38) | - Total revenue increased by **20%** year-over-year, primarily driven by a **23% increase in Software Services revenue**[328](index=328&type=chunk) - Net loss improved by **60%** in FY2025, reflecting increased gross profit and a **21% reduction in total operating expenses**[328](index=328&type=chunk) - Weighted-average common shares outstanding for basic and diluted net loss per share increased to **19,633,374 in FY2025** from **16,681,234 in FY2024**[328](index=328&type=chunk) [Consolidated Statements of Stockholders' Equity](index=64&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) The consolidated statements of stockholders' equity show an increase in total stockholders' equity from $11.54 million at June 30, 2024, to $16.94 million at June 30, 2025. This was primarily driven by $6.78 million in net proceeds from a securities purchase agreement and $0.18 million from the exercise of warrants, contributing to additional paid-in capital. The accumulated deficit increased from $63.04 million to $65.59 million due to the net loss incurred in FY2025 Consolidated Statements of Stockholders' Equity Summary (for the years ended June 30, in $) | Metric | Shares (2025) | Amount (2025) | Additional Paid-In Capital (2025) | Accumulated Deficit (2025) | Total (2025) | | :-------------------------------------- | :------------ | :------------ | :-------------------------------- | :------------------------- | :----------- | | Balance as of July 1, 2023 | 14,701,929 | 14,702 | 67,854,108 | (56,644,978) | 11,223,832 | | Common stock and stock option based compensation expense | 37,000 | 37 | 754,717 | - | 754,754 | | Common stock issued in Securities Purchase Agreement, net | 1,990,000 | 1,990 | 6,783,562 | - | 6,785,552 | | Common stock issued for exercise of warrants | 860,000 | 860 | 174,900 | - | 175,760 | | Net loss | - | - | - | (2,552,651) | (2,552,651) | | **Balance as of June 30, 2025** | **21,055,506**| **21,056** | **82,506,758** | **(65,591,924)** | **16,935,890** | - Total stockholders' equity increased from **$11.54 million in FY2024 to $16.94 million in FY2025**[331](index=331&type=chunk) - Additional paid-in capital increased significantly due to net proceeds from securities purchase agreements (**$6.78 million**) and warrant exercises (**$0.18 million**)[331](index=331&type=chunk) - The accumulated deficit grew from **$63.04 million to $65.59 million**, reflecting the net loss for the year[331](index=331&type=chunk) [Consolidated Statements of Cash Flows](index=65&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The consolidated statements of cash flows show a substantial improvement in cash from operating activities, with net cash used decreasing by 95% to $0.27 million in FY2025. Net cash provided by financing activities increased by 129% to $6.80 million, primarily from proceeds of a securities purchase agreement and warrant exercises. Net cash used in investing activities remained stable at approximately $1.54 million, mainly for contingent consideration payments. Overall, cash and cash equivalents increased by $4.98 million, ending FY2025 at $6.83 million Consolidated Statements of Cash Flows Summary (for the year ended June 30, in $) | Cash Flow Category | 2025 | 2024 | | :-------------------------------------- | :----------- | :----------- | | Net cash used in operating activities | (273,774) | (5,209,847) | | Net cash used in investing activities | (1,542,508) | (1,529,442) | | Net cash provided by financing activities | 6,800,712 | 2,968,501 | | Net change in cash and cash equivalents | 4,984,430 | (3,770,788) | | Cash and cash equivalents, end of year | 6,832,725 | 1,848,295 | - Net cash used in operating activities significantly improved, decreasing by **95% from $5.21 million in FY2024 to $0.27 million in FY2025**[333](index=333&type=chunk) - Net cash provided by financing activities increased by **129%**, primarily due to **$6.79 million** in net proceeds from a securities purchase agreement and **$0.18 million** from warrant exercises[333](index=333&type=chunk) - Cash and cash equivalents at the end of the year increased by **$4.98 million**, reaching **$6.83 million**[333](index=333&type=chunk) [Notes to Consolidated Financial Statements](index=66&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies, financial instruments, and specific transactions. Key areas include the company's business description as an immersive technology provider, its improved liquidity position with $6.83 million in cash, and critical accounting estimates. Significant events include the divestiture of QReal and Glimpse Turkey, resulting in a non-cash gain offset by a loan loss reserve, and the impairment of goodwill and intangible assets related to PulpoAR and BLI's strategic shift. The notes also detail equity transactions, including securities purchase agreements and stock option activity, and provide information on earnings per share, income taxes, and lease commitments [NOTE 1. DESCRIPTION OF BUSINESS](index=66&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20BUSINESS) The Glimpse Group, Inc. is a Nevada-incorporated immersive technology company, founded in June 2016, providing VR, AR, and Spatial Computing software and services. Headquartered in the United States, its business model focuses on building scale and a robust ecosystem in this emerging industry. The company completed its IPO on the Nasdaq Capital Market in July 2021 - The Glimpse Group, Inc. is an immersive technology company providing Virtual Reality (VR), Augmented Reality (AR), and Spatial Computing software and services, incorporated in Nevada in June 2016[335](index=335&type=chunk) - The company's business model aims to build scale and a robust ecosystem in the emerging immersive technology industry[336](index=336&type=chunk) - The company completed its initial public offering (IPO) on the Nasdaq Capital Market in July 2021 under the ticker VRAR[336](index=336&type=chunk) [NOTE 2. LIQUIDITY AND CAPITAL RESOURCES](index=66&type=section&id=NOTE%202.%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company's liquidity significantly improved with $6.79 million in net cash proceeds from a Securities Purchase Agreement in December 2024 and January 2025. As of June 30, 2025, cash and cash equivalents totaled $6.83 million, with working capital of $5.83 million. Net cash used in operating activities for FY2025 was $0.27 million, a substantial improvement. The company believes it is sufficiently funded to meet operational plans and future obligations beyond the next 12 months, operating on a going concern basis - The company completed a Securities Purchase Agreement in December 2024 and January 2025, generating **$6.79 million** in net cash proceeds[337](index=337&type=chunk) Liquidity and Capital Resources (as of June 30, 2025, in $) | Metric | Amount | | :----------------------------------- | :---------- | | Cash and cash equivalents | 6,832,725 | | Working capital | 5,830,000 | | Net cash used in operating activities (FY2025) | (273,774) | - The company believes it is sufficiently funded to meet its operational plan and future obligations beyond the 12-month period from the date of financial statement issuance[338](index=338&type=chunk) - The consolidated financial statements are prepared assuming the company will continue as a going concern[339](index=339&type=chunk) [NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=66&type=section&id=NOTE%203.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's significant accounting policies, including GAAP basis presentation, consolidation of wholly-owned entities, and the use of estimates for various valuations. It covers policies for cash and cash equivalents, accounts receivable (with customer concentration noted), business combinations (recording assets/liabilities at fair value), intangible assets (amortized straight-line), goodwill (tested annually for impairment), and long-lived assets (reviewed for impairment). Fair value measurements are categorized into a three-level hierarchy. Revenue recognition is based on satisfying performance obligations across Software Services, Software License/SaaS, and Royalty Income. Employee stock-based compensation is valued using Black-Scholes, and R&D costs are expensed as incurred. Income taxes are recorded using the asset and liability method with a valuation allowance. The company adopted ASU 2023-07 and is evaluating ASU 2023-09 - Financial statements are prepared in accordance with GAAP, consolidating wholly-owned entities, and relying on management estimates for various valuations[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk) - Customer concentration risk is noted, with two customers accounting for approximately **61% of total gross revenues in FY2025** and one customer for **46% of accounts receivable**[347](index=347&type=chunk)[348](index=348&type=chunk) - Intangible assets are amortized straight-line, goodwill is tested annually for impairment, and long-lived assets are reviewed for impairment when circumstances indicate[352](index=352&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk) - Revenue is recognized across Software Services, Software License/SaaS, and Royalty Income, based on satisfying distinct performance obligations[366](index=366&type=chunk)[367](index=367&type=chunk) - Employee stock-based compensation is expensed based on Black-Scholes fair values, and R&D costs are expensed as incurred[390](index=390&type=chunk)[391](index=391&type=chunk) - The company adopted ASU 2023-07 (Improvements to Reportable Segment Disclosures) and is evaluating ASU 2023-09 (Improvements to Income Tax Disclosures), effective July 1, 2025[395](index=395&type=chunk)[396](index=396&type=chunk) [NOTE 4. SEGMENT AND RELATED INFORMATION](index=73&type=section&id=NOTE%204.%20SEGMENT%20AND%20RELATED%20INFORMATION) The Glimpse Group operates as a single reportable segment: immersive technology software development and commercialization. The Chief Executive Officer, as the chief operating decision maker (CDOM), reviews financial information on a consolidated basis to manage resources and evaluate performance. All business activities and revenue generation are primarily in the United States, and accounting policies are consistent with consolidated financial statements - The company has one reportable segment: Immersive technology software development and commercialization, managed on a consolidated basis[398](index=398&type=chunk) - The Chief Executive Officer acts as the chief operating decision maker (CDOM), reviewing consolidated financial information for resource allocation and performance evaluation[399](index=399&type=chunk) - Revenue is primarily derived from customers in the United States, and accounting policies are consistent across the single reportable segment and consolidated financial statements[398](index=398&type=chunk)[399](index=399&type=chunk) [NOTE 5. QREAL AND GLIMPSE TURKEY DIVESTITURE](index=73&type=section&id=NOTE%205.%20QREAL%20AND%20GLIMPSE%20TURKEY%20DIVESTITURE) Effective October 1, 2024, The Glimpse Group divested QReal, LLC and Glimpse Turkey in a management buyout as part of a strategic realignment around Spatial Core. The company retains full revenue from QReal's largest customer until $1.35 million net cash is collected, followed by an 18-month revenue share. The divestiture yielded a $1.56 million senior secured convertible note and a minority equity stake in the new entity, though a $1.50 million loan loss reserve was recorded due to collectability uncertainty. A non-cash gain of $1.40 million on divestiture was offset by this reserve. Revenue from the divested business not retained was $0.15 million in FY2025 and $0.67 million in FY2024 - Effective October 1, 2024, the company divested QReal, LLC and Glimpse Turkey in a management buyout, aligning with its Spatial Core strategy[400](index=400&type=chunk) - The company retains full revenue from QReal's largest customer until **$1.35 million** net cash is collected, followed by an 18-month revenue share[401](index=401&type=chunk) - The divestiture resulted in a **$1.56 million** senior secured convertible note and a **10% equity stake** in the new entity, but a **$1.50 million** loan loss reserve was recorded due to uncertain collectability[402](index=402&type=chunk)[403](index=403&type=chunk) - A non-cash gain on divestiture of approximately **$1.40 million** was recorded, fully offset by the loan loss reserve[403](index=403&type=chunk) - Revenue from the divested business not being retained was approximately **$0.15 million in FY2025** and **$0.67 million in FY2024**[404](index=404&type=chunk) [NOTE 6. IMPAIRMENT OF GOODWILL AND LONG-LIVED ASSETS](index=74&type=section&id=NOTE%206.%20IMPAIRMENT%20OF%20GOODWILL%20AND%20LONG-LIVED%20ASSETS) In December 2023, the company divested PulpoAR, LLC due to poor revenue performance and non-strategic alignment, resulting in a $0.90 million write-off of net assets (including $0.38 million goodwill and $0.52 million intangible assets). A non-cash gain of $1.0 million on divestiture was fully offset by a loan loss reserve for a $1.0 million note received. Additionally, as of June 30, 2024, Brightline Interactive, LLC's (BLI) intangible assets related to legacy customer relationships were fully impaired, leading to a $2.04 million non-cash expense, driven by a strategic shift to Spatial Computing and a significant turnover in its customer base - The divestiture of PulpoAR, LLC in December 2023 led to a **$0.90 million write-off of net assets**, including **$0.38 million in goodwill** and **$0.52 million in intangible assets**[409](index=409&type=chunk)[410](index=410&type=chunk) - A non-cash gain of **$1.0 million** on the PulpoAR divestiture was fully offset by a loan loss reserve for a **$1.0 million** note received, due to remote collectability[411](index=411&type=chunk) - As of June 30, 2024, BLI's intangible assets related to legacy customer relationships were fully impaired, resulting in a **$2.04 million non-cash expense**[412](index=412&type=chunk)[413](index=413&type=chunk) - This impairment was driven by BLI's strategic shift to Spatial Computing, Cloud, and AI, leading to a significant turnover in its customer base[412](index=412&type=chunk) [NOTE 7. GOODWILL AND INTANGIBLE ASSETS](index=75&type=section&id=NOTE%207.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill remained stable at $10.86 million from FY2024 to FY2025, with the 2024 balance reflecting the write-off of PulpoAR's goodwill. Intangible assets, net, decreased significantly from $0.49 million in FY2024 to $0.06 million in FY2025. This reduction is primarily due to the full impairment of BLI's customer relationships in FY2024 and ongoing amortization. The remaining intangible asset amortization expense for FY2026 is estimated at $60,717 Goodwill Composition (as of June 30, in $) | Entity | 2025 | 2024 | | :----- | :----------- | :----------- | | XRT | 300,000 | 300,000 | | BLI | 10,557,600 | 10,557,600 | | PulpoAR| - | - | | **Total**| **10,857,600** | **10,857,600** | Intangible Assets, Net (as of June 30, in $) | Intangible Assets | 2025 | 2024 | | :---------------- | :------- | :------- | | Technology | 60,717 | 487,867 | | **Total, net** | **60,717** | **487,867**| - Intangible asset amortization expense decreased from **$1.24 million in FY2024 to $0.43 million in FY2025**[417](index=417&type=chunk) - Estimated intangible asset amortization expense for FY2026 is **$60,717**[417](index=417&type=chunk) [NOTE 8. FINANCIAL INSTRUMENTS](index=76&type=section&id=NOTE%208.%20FINANCIAL%20INSTRUMENTS) This note details the fair value measurements of financial instruments. Cash equivalents, primarily money market funds, are classified as Level 1. Contingent consideration liabilities related to acquisitions are categorized as Level 3, valued using unobservable inputs like financial forecasts and discount rates. For FY2025, the change in fair value of contingent consideration for BLI was a $0.14 million non-cash expense, while for XR Terra (XRT) it was a $0.03 million non-cash gain. As of June 30, 2025, the remaining contingent consideration for BLI is $1.48 million, payable in cash, with no future contingent consideration for S5D or XRT Cash and Cash Equivalents (as of June 30, in $) | Category | 2025 | 2024 | | :---------------- | :---------- | :---------- | | Cash | 130,288 | 109,659 | | Money market funds | 6,702,437 | 1,738,636 | | **Total** | **6,832,725** | **1,848,295** | - Contingent consideration liabilities are categorized as Level 3, valued using unobservable inputs such as financial forecasts and discount rates[420](index=420&type=chunk) - For FY2025, the change in fair value of contingent consideration was a **$0.14 million non-cash expense for BLI** and a **$0.03 million non-cash gain for XRT**[424](index=424&type=chunk)[425](index=425&type=chunk) Contingent Consideration for Acquisitions (as of June 30, in $) | Entity | 2025 | 2024 | | :----- | :----------- | :----------- | | BLI | 1,483,583 | 2,845,457 | | XRT | - | 35,714 | | S5D | - | - | | **Total**| **1,483,583** | **2,881,171** | - As of June 30, 2025, the remaining contingent consideration for the BLI acquisition is **$1.5 million cash**, payable in calendar year 2025, representing the final payment[222](index=222&type=chunk)[423](index=423&type=chunk) [NOTE 9. DEFERRED COSTS AND DEFERRED REVENUE](index=78&type=section&id=NOTE%209.%20DEFERRED%20COSTS%20AND%20DEFERRED%20REVENUE) Deferred costs decreased from $170,781 in FY2024 to $48,971 in FY2025, while deferred revenue decreased from $72,788 to $52,576

Part I [Item 1. Business.](index=4&type=section&id=Item%201.%20Business.) IDT Corporation provides fintech and communications solutions to underserved consumer and B2B markets, leveraging core strategic assets for growth. - IDT Corporation is a provider of fintech and communications solutions, leveraging core strategic assets to serve under-served consumer and B2B markets[14](index=14&type=chunk) Fiscal Year 2025 Segment Revenue Contribution | Segment | Revenue (Millions USD) | % of Total Revenues | | :----------------------- | :--------------------- | :------------------ | | National Retail Solutions | $128.8 | 10.5% | | Fintech | $154.6 | 12.6% | | net2phone | $87.9 | 7.1% | | Traditional Communications | $860.2 | 69.8% | - The company's strategy emphasizes accelerating growth in high-margin businesses (NRS, BOSS Money, net2phone) through organic development and strategic acquisitions, financed by cash flows from mature offerings, avoiding debt and dilutive capital raises[40](index=40&type=chunk)[41](index=41&type=chunk) - Key strategic assets include popular consumer and B2B brands (BOSS Money, BOSS Revolution, NRS, net2phone), a nationwide network of over **32,000** independent retailers, a customer base of over seven million, global technology infrastructure, VoIP and cloud services expertise, and a diverse global staff[45](index=45&type=chunk) - IDT operates in a complex regulatory environment, subject to telecommunications, money transmitter, payment instrument, anti-money laundering, privacy, and data security laws at federal, state, and international levels[119](index=119&type=chunk)[120](index=120&type=chunk)[125](index=125&type=chunk) [Overview](index=4&type=section&id=OVERVIEW) IDT Corporation is a fintech and communications solutions provider targeting underserved consumer and B2B markets, leveraging a common core of strategic assets for growth and profitability. - IDT Corporation provides fintech and communications solutions, focusing on under-served consumer and B2B markets[14](index=14&type=chunk) - The company's offerings leverage a common core of strategic assets to maximize synergies for growth and profitability[14](index=14&type=chunk) [Segment Reporting](index=4&type=section&id=SEGMENT%20REPORTING) IDT operates four reportable business segments: National Retail Solutions (NRS), Fintech, net2phone, and Traditional Communications. Each segment contributed varying percentages to total revenues in fiscal years 2025 and 2024, with Traditional Communications being the largest. - IDT has four reportable business segments: National Retail Solutions (NRS), Fintech, net2phone, and Traditional Communications[16](index=16&type=chunk) Segment Revenue Contribution (FY2025 vs FY2024) | Segment | FY2025 Revenue (Millions USD) | FY2025 % of Total | FY2024 Revenue (Millions USD) | FY2024 % of Total | | :----------------------- | :---------------------------- | :---------------- | :---------------------------- | :---------------- | | National Retail Solutions | $128.8 | 10.5% | $103.1 | 8.6% | | Fintech | $154.6 | 12.6% | $120.7 | 10.0% | | net2phone | $87.9 | 7.1% | $82.3 | 6.8% | | Traditional Communications | $860.2 | 69.8% | $899.6 | 74.6% | [Key Events in Our History](index=5&type=section&id=KEY%20EVENTS%20IN%20OUR%20HISTORY) IDT's history spans from its founding in 1990 to recent strategic developments in 2025, including significant spin-offs, public listings, and the launch of key services like BOSS Revolution, BOSS Money, NRS, and AI-powered net2phone offerings. - Founded in **1990** as International Discount Telephone, the company completed its IPO in **1996** and listed on NYSE in **2001**[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - Key business launches include BOSS Revolution (**2008**), BOSS Money (**2013**), net2phone UCaaS (**2015**), and NRS (**2016**)[26](index=26&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[32](index=32&type=chunk) - Recent developments in **2025** include net2phone launching AI Agent and Coach, NRS surpassing **37,000** active terminals, and BOSS Money handling **2.3 million** remittances in May[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - The company has executed several spin-offs, including CTM Media Holdings (**2009**), Genie Energy Ltd. (**2011**), Straight Path Communications (**2013**), and Zedge (**2016**), and Rafael Holdings (**2018**)[26](index=26&type=chunk)[27](index=27&type=chunk)[31](index=31&type=chunk)[34](index=34&type=chunk) [Our Strategy](index=6&type=section&id=OUR%20STRATEGY) IDT's strategy is to be a leading fintech and communications solutions provider by organically growing high-margin businesses like NRS, BOSS Money, and net2phone, funding these initiatives with cash flows from mature businesses, and avoiding debt or dilutive capital raises. The company aims to expand through new offerings, technologies, and market penetration, particularly in POS, fintech, and AI. - The core strategy is to grow high-margin businesses (NRS, BOSS Money, net2phone) organically, financed by cash flows from mature offerings[40](index=40&type=chunk) - This approach has enabled improved consolidated bottom-line performance, strengthened the balance sheet, and allowed for value return to stockholders through stock repurchases and dividends[40](index=40&type=chunk) - Future efforts focus on developing new offerings organically and through acquisitions, leveraging the balance sheet, and concentrating on POS, fintech, and AI businesses[41](index=41&type=chunk) [Business Description](index=6&type=section&id=BUSINESS%20DESCRIPTION) This section details the operations, revenue generation, and strategic focus of IDT's key business segments: National Retail Solutions (NRS), Fintech (BOSS Money), net2phone, and Traditional Communications (IDT Digital Payments, BOSS Revolution, IDT Global). Each segment has distinct offerings, target markets, competitive advantages, and growth strategies. [National Retail Solutions (NRS)](index=6&type=section&id=National%20Retail%20Solutions) NRS operates a POS terminal-based platform for independent retailers in the U.S., offering integrated hardware and software for efficient operations, payment processing, and digital advertising. NRS saw significant revenue and income growth in fiscal 2025, driven by expanding its POS network and merchant services. NRS Financial Performance (FY2025 vs FY2024) | Metric | FY2025 (Millions USD) | FY2024 (Millions USD) | Change ($) | Change (%) | | :--------------------- | :-------------------- | :-------------------- | :--------- | :--------- | | Revenues | $128.8 | $103.1 | $25.7 | 24.9% | | Income from Operations | $27.8 | $21.6 | $6.2 | 28.3% | NRS Key Metrics (July 31, 2025 vs 2024) | Metric | July 31, 2025 (Thousands) | July 31, 2024 (Thousands) | Change () | Change (%) | | :------------------------ | :------------------------ | :------------------------ | :--------- | :--------- | | Active POS terminals | 37.2 | 32.1 | 5.1 | 15.8% | | Payment processing accounts | 26.5 | 21.3 | 5.2 | 24.1% | - NRS generates revenue from terminal-based software services (SaaS), merchant services (NRS PAY), display advertising (NRS Digital Media), and data and analytics (NRS Insights)[50](index=50&type=chunk)[51](index=51&type=chunk) - Competitive advantages include purpose-built hardware/software, direct sales capabilities, customer-facing screens for advertising, unique reach into urban/multicultural markets, transparent payment processing pricing, and governmental EBT acceptance[53](index=53&type=chunk) - Growth strategy focuses on expanding the POS network into new retail verticals, subsidizing hardware for NRS Pay enrollment, converting existing terminal customers to NRS payment processing, integrating with new programmatic advertisers, developing home delivery partnerships, and building out digital wholesale supply channels[53](index=53&type=chunk) [Fintech](index=10&type=section&id=Fintech) The Fintech segment, primarily driven by BOSS Money, provides cross-border money transfer services. It experienced substantial revenue and income growth in fiscal 2025, largely due to increased transaction volume across both digital and retail channels. The segment leverages the BOSS brand and ecosystem for customer acquisition and competitive pricing. Fintech Financial Performance (FY2025 vs FY2024) | Metric | FY2025 (Millions USD) | FY2024 (Millions USD) | Change ($) | Change (%) | | :--------------------- | :-------------------- | :-------------------- | :--------- | :--------- | | Total Revenues | $154.6 | $120.7 | $33.9 | 28.1% | | BOSS Money Revenues | $139.8 | $108.3 | $31.5 | 29.1% | | Income from Operations | $15.4 | $(0.1) | $15.5 | nm | - BOSS Money offers international money transfers to **50** countries through approximately **1,800** disbursement partners and over **250,000** cash payout locations, with transactions initiated via digital channels (BOSS Money and BOSS Revolution apps) and retail agents[58](index=58&type=chunk)[59](index=59&type=chunk) -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 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: 001-41715 Beneficient (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 or 5282 South Commerce Drive, Suite D292 Murray, Utah 84107 (435) 645-2000 (Address of principal executive offices) (Registrant's telephone number, including area code) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 001-34941 (Commission fil ...

PART I [Item 1. Business](index=5&type=section&id=ITEM%20I.%20BUSINESS) ReposiTrak provides B2B SaaS for compliance and supply chain, noting dividend growth and FSMA 204 opportunity - ReposiTrak operates a **Software-as-a-Service (SaaS)** platform for **business-to-business (B2B)** e-commerce, compliance & traceability, and supply chain management, primarily serving retailers, wholesalers, distributors, and their suppliers[18](index=18&type=chunk) - The company declared a quarterly cash dividend of **$0.01815** per share, increasing to **$0.02** per quarter (**$0.08** annually) starting November 2025, marking the third increase since its establishment[19](index=19&type=chunk) - The compliance deadline for **FSMA 204** (Food Safety Modernization Act Section 204(d)) was extended by **30** months to July 20, 2028, creating a significant market opportunity for ReposiTrak's traceability solutions[23](index=23&type=chunk)[24](index=24&type=chunk) [Overview](index=5&type=section&id=Overview) The company offers a B2B SaaS platform for e-commerce, compliance, and supply chain management [Recent Developments](index=5&type=section&id=Recent%20Developments) Recent developments include a dividend increase and an extended FSMA 204 compliance deadline [Company History](index=6&type=section&id=Company%20History) Technology originated from Mrs. Fields, with key acquisitions and a recent rebranding - The company's technology originated from Mrs. Fields Cookies operations, initially focusing on inventory and labor cost reduction for retail clients[26](index=26&type=chunk) - Key acquisitions include Prescient Applied Intelligence, Inc. in **2009** and a **75%** interest in ReposiTrak in **2015**, which later became a wholly-owned subsidiary[27](index=27&type=chunk)[28](index=28&type=chunk) - The company rebranded from Park City Group, Inc. to ReposiTrak, Inc. on December 21, 2023, following a merger with its subsidiary[31](index=31&type=chunk) [Target Industries Overview](index=7&type=section&id=Target%20Industries%20Overview) Serves U.S. consumer retail, facing online competition, regulatory risks, and demand for diversity - ReposiTrak primarily serves the U.S. consumer retail sector, including food, convenience stores, and general merchandise, but its solutions are applicable to other domestic and international customers[32](index=32&type=chunk) - The industry faces pressures from increased online competition, heightened regulatory and tort risks (especially for food retailers due to **FSMA**), and consumer demand for greater product diversity and local vendors[33](index=33&type=chunk) [Solutions and Services](index=7&type=section&id=Solutions%20and%20Services) Cloud-based solutions grouped into three suites, operating on a 'hub and spoke' model - The company's cloud-based solutions are grouped into three application suites: ReposiTrak Compliance Management, ReposiTrak Traceability Network (RTN), and ReposiTrak Supply Chain Solutions[38](index=38&type=chunk) - The business model is 'hub and spoke,' where retailers and wholesalers (Hubs) engage the company, requiring their suppliers (Spokes) to use the services[37](index=37&type=chunk) [Technology, Development and Operations](index=8&type=section&id=Technology,%20Development%20and%20Operations) Focuses on common technology elements, hosted in a certified third-party data center - Product development focuses on common technology elements for multiple applications across core markets, with ongoing design, coding, and testing of new and enhanced products[40](index=40&type=chunk) - Operations are hosted in a third-party data center with SSAE No. **16** – SOC2 certification, featuring robust security and backup systems[41](index=41&type=chunk) [Customers](index=8&type=section&id=Customers) Primarily U.S. food-related consumer goods, with no single customer exceeding 10% of FY2025 revenue - The primary customer base consists of food-related consumer goods retailers, wholesalers, and their suppliers in the U.S. consumer retail sector[42](index=42&type=chunk) - No single customer accounted for more than **10%** of the company's total revenue in fiscal year ended June 30, 2025[42](index=42&type=chunk) [Sales, Marketing and Customer Support](index=8&type=section&id=Sales,%20Marketing%20and%20Customer%20Support) Marketing aims to increase awareness, sales streamlined to an inside team, with tiered customer support - Marketing objectives include increasing solution awareness, generating sales leads, and developing new customer relationships through trade shows, direct marketing, webinars, and industry publications[44](index=44&type=chunk) - The sales force was streamlined for cross-selling, shifting emphasis to an inside remote sales team, following the convergence of solutions to a single ReposiTrak branded user interface[45](index=45&type=chunk)[46](index=46&type=chunk) - Customer support is available via telephone and email, with basic support during business hours and premier support (including extended availability and additional services) for an extra fee[47](index=47&type=chunk) [Competition](index=9&type=section&id=Competition) Competes with various vendors, leveraging industry knowledge, broad offerings, and relationships - The company competes with various software vendors, **B2B** exchanges, consulting firms, and technology platforms, many of which are larger with greater resources[48](index=48&type=chunk) - ReposiTrak believes its competitive advantages lie in deep industry knowledge, breadth and depth of offerings, and long-standing relationships with key industry groups[48](index=48&type=chunk) [Patents and Proprietary Rights](index=9&type=section&id=Patents%20and%20Proprietary%20Rights) Protects technology via trademarks, copyrights, trade secrets, and patents, with nine U.S. patents awarded - The company protects its proprietary technology and name through trademarks, copyrights, trade secrets, and patent laws in the U.S. and other jurisdictions, along with confidentiality agreements[49](index=49&type=chunk) - ReposiTrak has been awarded nine U.S. patents and holds U.S. registered trademarks and copyrights, with its patent portfolio licensed to an unrelated third party while retaining usage rights[50](index=50&type=chunk) [Employees](index=9&type=section&id=Employees) Employed 69 individuals as of June 30, 2025, with plans to expand offshore workforce - As of June 30, 2025, the company employed **69** individuals, with **20** located overseas, and plans to expand its offshore workforce for analytics, professional services, and programming[52](index=52&type=chunk) [Available Information](index=10&type=section&id=Available%20Information) Information regarding available company filings and reports is provided [Government Regulation and Approval](index=10&type=section&id=Government%20Regulation%20and%20Approval) The company operates under various government regulations and approvals [Cost of Compliance with Environmental Laws](index=10&type=section&id=Cost%20of%20Compliance%20with%20Environmental%20Laws) Compliance with environmental laws has not materially impacted the company's financial condition [Item 1A. Risk Factors](index=10&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces risks from revenue uncertainty, CEO dependence, competition, and FSMA 204 delay - Despite year-over-year growth and net income of **$6.98 million** in fiscal 2025 (up from **$5.60 million** in fiscal 2024), there's no assurance of continued profitability or revenue growth[57](index=57&type=chunk) - The business is highly dependent on the continued services and expertise of its founder and CEO, Randall K. Fields, whose loss could negatively impact operations[58](index=58&type=chunk) - The company faces threats from larger competitors with greater financial and operational resources, which could lead to pricing pressure, customer loss, or render ReposiTrak's offerings less desirable[64](index=64&type=chunk) - A delay in the **FSMA 204** compliance deadline to July 20, 2028, may slow the adoption of ReposiTrak's technology, negatively affecting revenue[81](index=81&type=chunk) [Risks Related to the Company](index=10&type=section&id=Risks%20Related%20to%20the%20Company) Operational risks include dependence on the CEO, quarterly fluctuations, and competitive threats [Risks Relating to Our Common Stock](index=15&type=section&id=Risks%20Relating%20to%20Our%20Common%20Stock) Risks to common stock include market volatility, limited trading, and potential dividend termination [Item 1B. Unresolved Staff Comments](index=17&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments to report [Item 1C. Cybersecurity](index=17&type=section&id=ITEM%201C.%20CYBERSECURITY) ReposiTrak prioritizes cybersecurity via third-party experts and board oversight, with no material threats - The company employs processes managed by third-party experts to assess, identify, and manage cybersecurity risks, including mechanisms to prevent or mitigate data loss, theft, or misuse[94](index=94&type=chunk) - The Audit Committee of the Board of Directors evaluates cybersecurity assessment and management policies, including quarterly discussions with senior officers and the independent registered accounting firm[96](index=96&type=chunk) - As of the report date, no cybersecurity threats have been identified that have materially affected, or are reasonably likely to materially affect, the company's business, results of operations, or financial condition[95](index=95&type=chunk) [Risk Management and Strategy](index=17&type=section&id=Risk%20Management%20and%20Strategy) Cybersecurity risk management involves third-party experts and controls to prevent data loss or incidents [Governance](index=17&type=section&id=Governance) The Audit Committee evaluates cybersecurity policies quarterly, ensuring robust governance [Item 2. Properties](index=17&type=section&id=ITEM%202.%20PROPERTIES) Principal operations are in Murray, Utah, leasing approximately 5,000 square feet of office space - The company's principal executive offices are located in Murray, Utah, where it leases approximately **5,000** square feet of office space[97](index=97&type=chunk) [Item 3. Legal Proceedings](index=17&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Historically, legal proceedings have not materially affected the company, with no current material cases - Historically, legal proceedings have not had a material adverse effect on the company's business, financial condition, results of operations, or liquidity[98](index=98&type=chunk) - There are no pending or threatened material legal proceedings as of the report date[98](index=98&type=chunk) [Item 4. Mine Safety Disclosures](index=17&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company PART II [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=17&type=section&id=ITEM%205.%20MARKET%20FOR%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Common Stock trades on NYSE, pays quarterly dividends, and has an ongoing share repurchase program - The company's Common Stock is traded on the New York Stock Exchange (NYSE) under the trading symbol 'TRAK'[102](index=102&type=chunk) - The company paid a quarterly cash dividend of **$0.01815** per share for the quarters ended December 31, 2024, March 31, 2025, and June 30, 2025. A **10%** increase to **$0.02** per share (**$0.08** annually) was announced for the quarter ended September 30, 2025[104](index=104&type=chunk) - As of June 30, 2025, **2,131,384** shares of Common Stock have been repurchased under the Share Repurchase Program at an average price of **$6.20**, with **$7.79 million** remaining available[108](index=108&type=chunk)[311](index=311&type=chunk) Common Stock Price Ranges (Fiscal Quarters) | Fiscal Quarter Ended | High (2025) | Low (2025) | High (2024) | Low (2024) | | :------------------- | :---------- | :--------- | :---------- | :--------- | | September 30 | $21.56 | $15.12 | $10.25 | $8.27 | | December 31 | $25.01 | $17.56 | $11.27 | $8.50 | | March 31 | $22.73 | $18.50 | $17.32 | $9.66 | | June 30 | $23.72 | $15.72 | $17.96 | $14.23 | Common Stock Repurchases (Fiscal Years Ended June 30, 2025 and 2024) | Period | Total Number of Shares Purchased by Period | Average Price Paid Per Share | Dollars Expended by Period Under the Plans or Programs | Remaining Amount Available for Future Share Repurchases Under the Plans or Programs | | :-------------------------------- | :--------------------------------------- | :--------------------------- | :----------------------------------------------------- | :-------------------------------------------------------------------------------- | | **Year Ended June 30, 2024:** | | | | | | July 1, 2023 – September 30, 2023 | 155,025 | $8.53 | $1,322,082 | $8,185,698 | | October 1, 2023 – December 31, 2023 | 22,012 | $8.79 | $193,492 | $7,992,206 | | January 1, 2024 – March 31, 2024 | - | - | - | $7,992,206 | | April 1, 2024 – June 30, 2024 | - | - | - | $7,992,206 | | **Year Ended June 30, 2025:** | | | | | | July 1, 2024 – September 30, 2024 | - | - | - | $7,992,206 | | October 1, 2024 – December 31, 2024 | 4,074 | $24.55 | $100,016 | $7,892,190 | | January 1, 2025 – March 31, 2025 | - | - | - | $7,892,190 | | April 1, 2025 – June 30, 2025 | 4,607 | $21.71 | $100,017 | $7,792,173 | [Share Price History](index=18&type=section&id=Share%20Price%20History) Common Stock price history reflects market fluctuations on the NYSE [Dividends](index=19&type=section&id=Dividends) The company pays quarterly cash dividends, recently increasing to $0.02 per share [Holders of Record](index=19&type=section&id=Holders%20of%20Record) Information on the number of common and preferred stock holders of record is provided - As of June 30, 2025, there were **611** holders of record for Common Stock (**18,282,805** shares outstanding) and **3** holders of Series B Preferred Stock (**336,098** shares outstanding)[105](index=105&type=chunk) [Common Stock Share Repurchase Program](index=19&type=section&id=Common%20Stock%20Share%20Repurchase%20Program) The company has an ongoing share repurchase program with remaining available funds [Item 6. [Reserved]](index=20&type=section&id=ITEM%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Revenue increased 11% to $22.6 million, net income rose 17.5% to $6.98 million, with strong liquidity - Revenue increased by **11%** to **$22.61 million** in fiscal year 2025, up from **$20.45 million** in fiscal year 2024, primarily due to growth in recurring subscription revenue across compliance, supply chain, and traceability solutions[139](index=139&type=chunk) - Net income for the year ended June 30, 2025, was **$6.98 million**, an increase of **17.5%** from **$5.96 million** in the prior year[57](index=57&type=chunk)[206](index=206&type=chunk) - The company's cash and cash equivalents increased by **14%** to **$28.57 million** as of June 30, 2025, from **$25.15 million** in 2024, driven by higher revenue and interest income[149](index=149&type=chunk)[150](index=150&type=chunk) - Working capital increased by **$3.40 million** to **$28.15 million** as of June 30, 2025, primarily due to increases in accounts receivable and prepaid assets, offset by changes in contract liabilities and deferred revenue[155](index=155&type=chunk) - The company terminated its revolving credit agreement with U.S. Bank N.A. on March 15, 2024, due to its strong financial position, having zero bank debt as of June 30, 2025[149](index=149&type=chunk)[161](index=161&type=chunk) [Overview](index=20&type=section&id=Overview) The company's financial performance reflects revenue growth and strategic investments in compliance solutions [Sources of Revenue](index=21&type=section&id=Sources%20of%20Revenue) Revenue is derived from subscription, transaction, professional services, license, and hosting fees - Revenue is derived from five sources: subscription fees, transaction-based fees, professional services fees, license fees, and hosting and maintenance fees[115](index=115&type=chunk) - A significant portion of revenue comes from Compliance and Supply Chain Food Safety solutions, with growing contributions from the Traceability solution, primarily through recurring subscription payments from suppliers[116](index=116&type=chunk) [Revenue Recognition](index=21&type=section&id=Revenue%20Recognition) Revenue is recognized as control of deliverables transfers to customers, following ASU 2014-09 - The company adopted FASB's ASU 2014-09 (Topic 606) on July 1, 2018, using a modified retrospective approach for revenue recognition[120](index=120&type=chunk)[121](index=121&type=chunk) - Revenue is recognized as control of deliverables (products, solutions, services) is transferred to customers, reflecting the expected consideration[238](index=238&type=chunk) [Critical Accounting Policies](index=22&type=section&id=Critical%20Accounting%20Policies) Key policies include revenue recognition, asset valuations, income taxes, stock compensation, and software capitalization - Critical accounting policies include revenue recognition, goodwill and other long-lived asset valuations, income taxes, stock-based compensation, and capitalization of software development costs[125](index=125&type=chunk) - Management makes estimates and assumptions for financial statements, evaluating them based on historical experience and other reasonable factors, with actual results potentially differing[125](index=125&type=chunk)[126](index=126&type=chunk) [Results of Operations – Fiscal Years Ended June 30, 2025 and 2024](index=23&type=section&id=Results%20of%20Operations%20%E2%80%93%20Fiscal%20Years%20Ended%20June%2030,%202025%20and%202024) Analysis of revenue and expenses for fiscal years 2025 and 2024 highlights operational performance [Revenue](index=23&type=section&id=Revenue) Revenue increased 11% due to growth in recurring subscription revenue across all solutions Revenue (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $22,606,066 | $2,152,746 | 11% | $20,453,320 | - The **11%** increase in revenue was driven by growth in recurring subscription revenue across compliance, supply chain, and traceability, fueled by rising industry and consumer demand for food safety and transparency[139](index=139&type=chunk) [Cost of Services and Product Support](index=25&type=section&id=Cost%20of%20Services%20and%20Product%20Support) Cost of services increased 8% due to cybersecurity spending and offshore developer support for FSMA 204 Cost of Services and Product Support (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $3,681,330 | $264,880 | 8% | $3,416,450 | | 16% of total revenue | | | 17% of total revenue | - The **8%** increase was primarily due to increased cybersecurity spending and offshore developer support services to accelerate and expand the **FSMA 204** initiative[141](index=141&type=chunk) [Sales and Marketing Expense](index=25&type=section&id=Sales%20and%20Marketing%20Expense) Sales and marketing expense rose 6% from higher salaries, commissions, trade shows, and FSMA 204 marketing Sales and Marketing Expense (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $5,843,272 | $350,553 | 6% | $5,492,719 | | 26% of total revenue | | | 27% of total revenue | - The **6%** increase was mainly due to higher salary, commission, trade show expenses, investment in **FSMA 204** traceability marketing and advertising, and employee benefits[142](index=142&type=chunk) [General and Administrative Expense](index=25&type=section&id=General%20and%20Administrative%20Expense) General and administrative expense increased 5% primarily from higher salaries, stock compensation, and employee benefits General and Administrative Expense (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $5,602,807 | $272,370 | 5% | $5,330,437 | | 25% of total revenue | | | 26% of total revenue | - The **5%** increase was primarily driven by higher salary, stock compensation, employee benefits, insurance, bad debt, and travel-related costs[143](index=143&type=chunk) [Depreciation and Amortization Expense](index=25&type=section&id=Depreciation%20and%20Amortization%20Expense) Depreciation and amortization expense increased 5% due to additional asset acquisitions, including a new data center Depreciation and Amortization Expense (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $1,251,514 | $62,031 | 5% | $1,189,483 | | 6% of total revenue | | | 6% of total revenue | - The **5%** increase was due to additional assets acquired, including approximately **$744,000** spent on security, backup, storage, and redundancy for a new data center in Reno, Nevada[145](index=145&type=chunk) [Other Income and Expense](index=26&type=section&id=Other%20Income%20and%20Expense) Net other income increased 9% due to higher cash balances and increased interest income from investments Net Other Income (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $1,426,834 | $118,284 | 9% | $1,308,550 | | 6% of total revenue | | | 6% of total revenue | - Net other income increased by **9%** due to higher cash balances and increased interest income from fixed income investments[146](index=146&type=chunk) [Preferred Dividends](index=26&type=section&id=Preferred%20Dividends) Preferred dividends decreased 34% due to the redemption and retirement of Preferred Stock Preferred Dividends (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $360,306 | $(189,339) | -34% | $549,645 | | 2% of total revenue | | | 3% of total revenue | - Preferred dividends decreased by **34%** due to the redemption and retirement of Preferred Stock. The company intends to redeem all remaining Preferred Stock by December 2026[147](index=147&type=chunk) [Financial Position, Liquidity and Capital Resources](index=26&type=section&id=Financial%20Position,%20Liquidity%20and%20Capital%20Resources) The company maintains a strong financial position with increased cash and working capital, having terminated its credit facility [Cash and cash equivalents](index=26&type=section&id=Cash%20and%20cash%20equivalents) Cash and cash equivalents increased 14% due to higher revenue, cash receipts, and interest income Cash and Cash Equivalents (As of June 30) | As of June 30, 2025 | As of June 30, 2024 | Variance ($) | Variance (%) | | :------------------ | :------------------ | :----------- | :----------- | | $28,568,805 | $25,153,862 | $3,414,943 | 14% | - The **14%** increase in cash and cash equivalents is primarily due to higher revenue and corresponding cash receipts from customers, along with increased interest income[150](index=150&type=chunk) [Net Cash Flows from Operating Activities](index=26&type=section&id=Net%20Cash%20Flows%20from%20Operating%20Activities) Net cash provided by operating activities increased 21% due to higher net income and changes in working capital Cash Provided by Operating Activities (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $8,420,132 | $1,455,731 | 21% | $6,964,401 | - Net cash provided by operating activities increased by **21%** due to higher net income, an increase in accounts receivable from subscription sales, and a decrease in operating lease liability[152](index=152&type=chunk) [Net Cash Flows Used in Investing Activities](index=27&type=section&id=Net%20Cash%20Flows%20Used%20in%20Investing%20Activities) Change from cash used to provided by investing activities due to decreased equipment purchases and marketable securities sale Cash (Used in) Provided by Investing Activities (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $169 | $(100,876) | -100% | $(100,707) | - The change from cash used to cash provided by investing activities was due to a decrease in equipment purchases offset by a sale of marketable securities[153](index=153&type=chunk) [Net Cash Flows from Financing Activities](index=27&type=section&id=Net%20Cash%20Flows%20from%20Financing%20Activities) Net cash used in financing activities decreased 12% due to lower common stock repurchases, partially offset by other payments Cash Used in Financing Activities (Fiscal Years Ended June 30) | Year Ended June 30, 2025 | Change ($) | Change (%) | Year Ended June 30, 2024 | | :----------------------- | :--------- | :--------- | :----------------------- | | $(5,005,358) | $(695,353) | -12% | $(5,700,711) | - Net cash used in financing activities decreased by **12%** due to a decrease in common stock repurchases, partially offset by increased payments on financed capital assets and Preferred Stock redemption[154](index=154&type=chunk) [Liquidity and Working Capital](index=27&type=section&id=Liquidity%20and%20Working%20Capital) Working capital increased by $3.4 million, with zero bank debt after credit facility termination Working Capital (As of June 30) | As of June 30, 2025 | As of June 30, 2024 | Variance ($) | Variance (%) | | :------------------ | :------------------ | :----------- | :----------- | | $28,154,682 | $24,757,025 | $3,397,657 | 13.7% | Current Assets and Liabilities (As of June 30) | Item | As of June 30, 2025 | As of June 30, 2024 | Variance ($) | Variance (%) | | :---------------- | :------------------ | :------------------ | :----------- | :----------- | | Current assets | $33,685,800 | $29,300,167 | $4,385,633 | 15% | | Current liabilities | $5,531,118 | $4,543,142 | $987,976 | 22% | | Current ratio | 6.09 | 6.45 | -0.36 | -6% | - The company had zero bank debt as of June 30, 2025, after terminating its revolving credit agreement in March 2024 due to its strong financial position[158](index=158&type=chunk)[161](index=161&type=chunk) [Contractual Obligations](index=28&type=section&id=Contractual%20Obligations) Details of contractual obligations, primarily financing leases, are presented as of June 30, 2025 Contractual Obligations (As of June 30, 2025) | Item | Less than 1 Year | 1-3 Years | Total Lease Payments | Less Imputed Interest | Total | | :----------------- | :--------------- | :--------- | :------------------- | :-------------------- | :---- | | Financing Leases | $254,936 | $289,998 | $544,934 | $(34,961) | $509,973 | [Inflation](index=29&type=section&id=Inflation) Historically, inflation has not materially affected the company, but higher rates could impact sales - Historically, inflation has not materially affected the company's financial condition or operations, but higher inflation rates could cause retailers to slow technology spending, impacting sales[164](index=164&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) All contracts are in U.S. dollars, eliminating foreign currency exchange rate risks and the need for hedging - All contracts require payment in U.S. dollars, eliminating exposure to foreign currency exchange rate risks and the need for hedging transactions[165](index=165&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=29&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The required financial statements and supplementary data are presented starting on Page F-1 [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=29&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants on accounting and financial disclosure to report [Item 9A. Controls and Procedures](index=29&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and internal control over financial reporting were effective as of June 30, 2025 - As of June 30, 2025, the company's CEO and CFO concluded that disclosure controls and procedures were effective[168](index=168&type=chunk) - Management's assessment, based on the COSO framework, found internal control over financial reporting to be effective as of June 30, 2025[171](index=171&type=chunk) - No material changes in internal control over financial reporting were identified during the period covered by the report[172](index=172&type=chunk) [Evaluation of Disclosure Controls and Procedures.](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures.) Management assessed the effectiveness of disclosure controls and procedures as of June 30, 2025 [Management's Annual Report on Internal Control over Financial Reporting.](index=29&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting.) Management's assessment confirmed the effectiveness of internal control over financial reporting [Changes in Internal Controls over Financial Reporting.](index=30&type=section&id=Changes%20in%20Internal%20Controls%20over%20Financial%20Reporting.) No material changes in internal control over financial reporting were identified during the period [Item 9B. Other Information](index=30&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to report under this item [Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=30&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=30&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information regarding directors, executive officers, and corporate governance will be incorporated by reference - Information for this item is incorporated by reference from the company's definitive proxy statement, expected to be filed by October 28, 2025[176](index=176&type=chunk) [Item 11. Executive Compensation](index=30&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation will be incorporated by reference from the definitive proxy statement - Information for this item is incorporated by reference from the company's definitive proxy statement[177](index=177&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=30&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership will be incorporated by reference from the definitive proxy statement - Information for this item is incorporated by reference from the company's definitive proxy statement[178](index=178&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=30&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding related transactions and director independence will be incorporated by reference - Information for this item is incorporated by reference from the company's definitive proxy statement[179](index=179&type=chunk) [Item 14. Principal Accounting Fees and Services](index=30&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Information regarding principal accounting fees and services will be incorporated by reference - Information for this item is incorporated by reference from the company's definitive proxy statement[180](index=180&type=chunk) PART IV [Item 15. Exhibits, Financial Statement Schedules](index=30&type=section&id=ITEM%2015.%20EXHIBITS,%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits and financial statement schedules filed as part of the Annual Report on Form 10-K - The section includes a comprehensive list of exhibits, such as merger agreements, articles of incorporation, bylaws, stock incentive plans, employment agreements, and certifications[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=35&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) Haynie & Company issued an unqualified opinion on financial statements, identifying revenue recognition as a critical audit matter - Haynie & Company issued an **unqualified opinion**, stating that the consolidated financial statements present fairly the financial position and results of operations in conformity with GAAP[193](index=193&type=chunk) - A critical audit matter identified was 'Revenue Recognition – Multiple Element Arrangements' due to the complexity and judgment required in determining appropriate value and allocation of revenue to multiple performance obligations[197](index=197&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk) [Consolidated Balance Sheets](index=37&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $55.3 million, liabilities to $5.8 million, and equity to $49.5 million in 2025 Consolidated Balance Sheet Highlights (As of June 30) | Item | 2025 ($) | 2024 ($) | | :------------------------ | :----------- | :----------- | | Total Assets | 55,329,047 | 51,596,732 | | Total Current Assets | 33,685,800 | 29,300,167 | | Cash | 28,568,805 | 25,153,862 | | Receivables, net | 4,133,026 | 3,678,627 | | Total Liabilities | 5,809,866 | 4,742,114 | | Total Current Liabilities | 5,531,118 | 4,543,142 | | Total Stockholders' Equity| 49,519,181 | 46,854,618 | - Current assets increased by **15%** to **$33.69 million** in 2025, primarily due to increases in cash, accounts receivable, and prepaid expenses[157](index=157&type=chunk)[204](index=204&type=chunk) - Current liabilities increased by **22%** to **$5.53 million** in 2025, mainly due to higher deferred revenue and accrued liabilities, offset by a decrease in operating lease liabilities[158](index=158&type=chunk)[204](index=204&type=chunk) [Consolidated Statements of Operations](index=38&type=section&id=Consolidated%20Statements%20of%20Operations) Revenue increased 11% to $22.6 million, net income grew 17.5% to $6.98 million, with rising EPS Consolidated Statements of Operations Highlights (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------------- | :----------- | :----------- | | Revenue | 22,606,066 | 20,453,320 | | Total operating expense | 16,378,923 | 15,429,089 | | Income from operations | 6,227,143 | 5,024,231 | | Net income | 6,978,127 | 5,958,290 | | Dividends on Preferred Stock | (360,306) | (549,645) | | Net income applicable to common shareholders | 6,617,821 | 5,408,645 | | Basic earnings per share | 0.36 | 0.30 | | Diluted earnings per share | 0.35 | 0.29 | - Revenue increased by **11%** from **$20.45 million** in 2024 to **$22.61 million** in 2025[206](index=206&type=chunk) - Net income grew by **17.5%** from **$5.96 million** in 2024 to **$6.98 million** in 2025[206](index=206&type=chunk) - Basic EPS increased from **$0.30** in 2024 to **$0.36** in 2025, and diluted EPS increased from **$0.29** to **$0.35**[206](index=206&type=chunk) [Consolidated Statements of Stockholders' Equity (Deficit)](index=39&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Total equity increased to $49.52 million in 2025, driven by net income, offset by dividends and Preferred Stock redemptions Consolidated Statements of Stockholders' Equity (Deficit) Highlights (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------------- | :------------ | :------------ | | Total Stockholders' Equity | 49,519,181 | 46,854,618 | | Net income | 6,978,127 | 5,958,290 | | Common Stock Dividends - Declared | (1,296,071) | (1,173,716) | | Preferred Stock Redemption | (2,999,970) | (2,367,996) | | Stock Buyback | (200,035) | (1,515,574) | - Total stockholders' equity increased by **$2.66 million**, from **$46.85 million** in 2024 to **$49.52 million** in 2025[209](index=209&type=chunk) - The company redeemed **280,372** shares of Series B Preferred Stock for **$3.00 million** in 2025, and **212,402** shares of Series B-1 Preferred Stock for **$2.27 million** in 2024[209](index=209&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk) [Consolidated Statements of Cash Flows](index=40&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased 21% to $8.42 million, financing cash flow decreased, leading to a $3.41 million cash increase Consolidated Statements of Cash Flows Highlights (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :------------------------------------ | :------------ | :------------ |\ | Net cash provided by operating activities | 8,420,132 | 6,964,401 | | Net cash (used in) provided by investing activities | 169 | (100,707) | | Net cash used in financing activities | (5,005,358) | (5,700,711) | | Net (decrease) increase in cash and cash equivalents | 3,414,943 | 1,162,983 | | Cash and cash equivalents at end of period | 28,568,805 | 25,153,862 | - Net cash provided by operating activities increased by **21%** to **$8.42 million** in 2025, driven by higher net income and changes in operating assets and liabilities[151](index=151&type=chunk)[152](index=152&type=chunk)[211](index=211&type=chunk) - Net cash used in financing activities decreased by **12%** to **$5.01 million** in 2025, mainly due to a decrease in common stock buybacks[154](index=154&type=chunk)[211](index=211&type=chunk) [Notes to Consolidated Financial Statements](index=41&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies, financial components, and other relevant disclosures [NOTE 1. Description of Business](index=41&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20BUSINESS) ReposiTrak is a SaaS B2B e-commerce, compliance, and supply chain management platform, rebranded in December 2023 - ReposiTrak, Inc. is a Nevada corporation operating a **SaaS** **B2B** e-commerce, compliance & traceability, and supply chain management platform[213](index=213&type=chunk) - The company's services are delivered through proprietary software products grouped into three application suites: Compliance Management, Traceability Network (RTN), and Supply Chain Solutions[214](index=214&type=chunk)[220](index=220&type=chunk) - The company changed its corporate name from Park City Group, Inc. to ReposiTrak, Inc. on December 21, 2023[217](index=217&type=chunk) [NOTE 2. Significant Accounting Policies](index=41&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Covers consolidation, critical policies, lease accounting, and revenue recognition principles - The financial statements are consolidated, eliminating all inter-company transactions and balances[219](index=219&type=chunk) - Critical accounting policies include revenue recognition, goodwill and other long-lived asset valuations, income taxes, stock-based compensation, and capitalization of software development costs[221](index=221&type=chunk) - The company adopted ASU 2016-02 'Leases (Topic 842)' on July 1, 2019, recognizing lease liabilities and right-of-use assets for all non-short-term leases[234](index=234&type=chunk) - Revenue is recognized when control of deliverables is transferred to customers, applying a five-step approach, and allocating transaction price to performance obligations based on standalone selling price[238](index=238&type=chunk)[239](index=239&type=chunk) Disaggregated Revenue by Contract-Type (Fiscal Years Ended June 30) | Revenue Type | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--------------------------------- | :----------- | :----------- | :--------- | :--------- | | Recurring revenue – subscription and support services | 22,300,840 | 20,357,893 | 1,942,947 | 10% | | Non-recurring revenue – setup and training services | 305,226 | 95,427 | 209,799 | 220% | | Total | 22,606,066 | 20,453,320 | 2,152,746 | 11% | [NOTE 3. Receivables](index=48&type=section&id=NOTE%203.%20RECEIVABLES) Accounts receivable increased by 12.3%, with one customer exceeding 10% of total receivables Accounts Receivable (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------- | :---------- | :---------- | | Accounts receivable | 4,375,463 | 3,906,200 | | Allowance for doubtful accounts | (242,437) | (227,573) | | **Total Receivables, net** | **4,133,026** | **3,678,627** | - Accounts receivable increased by **$454,399** (**12.3%**) from 2024 to 2025[268](index=268&type=chunk) - One customer accounted for greater than **10%** of accounts receivable at June 30, 2025, with a balance of **$962,300**[225](index=225&type=chunk) [NOTE 4. Property and Equipment](index=48&type=section&id=NOTE%204.%20PROPERTY%20AND%20EQUIPMENT) Net property and equipment increased to $602,172 in 2025, with higher depreciation expense Property and Equipment, Net (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------------- | :---------- | :---------- | | Computer equipment | 2,700,590 | 2,684,626 | | Furniture and equipment | 180,976 | 180,976 | | Leased equipment | 905,765 | 629,947 | | Leasehold improvements | 681,314 | 681,314 | | Less accumulated depreciation and amortization | (3,866,473) | (3,663,586) | | **Total Property and Equipment, net** | **602,172** | **513,277** | - Depreciation expense was **$581,513** for 2025, up from **$546,341** in 2024[269](index=269&type=chunk) [NOTE 5. Capitalized Software Costs](index=48&type=section&id=NOTE%205.%20CAPITALIZED%20SOFTWARE%20COSTS) Net capitalized software costs decreased to $128,207 in 2025, with lower amortization expense Capitalized Software Costs, Net (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------- | :---------- | :---------- | | Capitalized software costs | 3,678,289 | 3,678,289 | | Less accumulated amortization | (3,550,082) | (3,293,668) | | **Total Capitalized Software Costs, net** | **128,207** | **384,621** | - Amortization expense for capitalized software was **$256,414** in 2025, a decrease from **$313,659** in 2024[270](index=270&type=chunk) [NOTE 6. Acquisition Related Intangible Assets, Net](index=48&type=section&id=NOTE%206.%20ACQUISITION%20RELATED%20INTANGIBLE%20ASSETS,%20NET) Customer relationships were fully amortized by June 30, 2025 Customer Relationships, Net (As of June 30) | Item | 2025 ($) | 2024 ($) | | :---------------------------- | :---------- | :---------- | | Customer relationships | 5,537,161 | 5,537,161 | | Less accumulated amortization | (5,537,161) | (5,405,761) | | **Total Customer Relationships, net** | **-** | **131,400** | - Customer relationships were fully amortized by June 30, 2025, with amortization expense of **$131,400** in both 2025 and 2024[271](index=271&type=chunk) [NOTE 7. Accrued Liabilities](index=49&type=section&id=NOTE%207.%20ACCRUED%20LIABILITIES) Total accrued liabilities increased by 18.5% due to higher accrued taxes and stock-based compensation Accrued Liabilities (As of June 30) | Item | 2025 ($) | 2024 ($) | | :------------------------------ | :---------- | :---------- | | Accrued stock-based compensation | 237,249 | 172,170 | | Accrued compensation and other liabilities | 690,335 | 730,089 | | Accrued taxes | 511,248 | 231,935 | | Accrued dividends | 403,007 | 420,581 | | **Total Accrued Liabilities** | **1,841,839** | **1,554,775** | - Total accrued liabilities increased by **$287,064** (**18.5%**) from 2024 to 2025, primarily due to higher accrued taxes and stock-based compensation[272](index=272&type=chunk) [NOTE 8. Line of Credit](index=49&type=section&id=NOTE%208.%20LINE%20OF%20CREDIT) The $10.0 million revolving credit agreement was terminated in March 2024, resulting in zero bank debt - The company terminated its **$10.00 million** revolving credit agreement with U.S. Bank N.A. on March 15, 2024, due to its strong financial position[277](index=277&type=chunk) - As of June 30, 2025, the company had zero bank debt[275](index=275&type=chunk) [NOTE 9. Deferred Revenue](index=49&type=section&id=NOTE%209.%20DEFERRED%20REVENUE) Deferred revenue increased by 30.1% to $3.18 million, primarily from subscription revenue Deferred Revenue (As of June 30) | Item | 2025 ($) | 2024 ($) | | :----------- | :---------- | :---------- | | Subscription | 2,799,317 | 2,085,621 | | Other | 376,591 | 355,613 | | **Total** | **3,175,908** | **2,441,234** | - Deferred revenue increased by **$734,674** (**30.1%**) from 2024 to 2025, primarily driven by subscription revenue[278](index=278&type=chunk) [NOTE 10. Income Taxes](index=49&type=section&id=NOTE%2010.%20INCOME%20TAXES) Total income tax provision increased by 80.5% to $675,850, with federal current tax provision in 2025 Provision for Income Taxes (Fiscal Years Ended June 30) | Item | 2025 ($) | 2024 ($) | | :-------------------- | :-------- | :-------- | | Current: Federal | 641,718 | - | | Current: State | 34,132 | 374,491 | | **Total Current Provision** | **675,850** | **374,491** | - Total income tax provision increased by **80.5%** from **$374,491** in 2024 to **$675,850** in 2025, with federal current tax provision appearing in 2025[280](index=280&type=chunk) - The company had net operating loss carryforwards of approximately **$7.02 million** at June 30, 2025, with a significant portion expiring in 2019[282](index=282&type=chunk) - A Research & Development Tax Study is estimated to provide **$1.10 million** to **$4.80 million** in tax credits, with **$1.10 million** estimated in the current tax provision[285](index=285&type=chunk) [NOTE 11. Commitments and Contingencies](index=52&type=section&id=NOTE%2011.%20COMMITMENTS%20AND%20CONTINGENCIES) Operating lease for office space expired and was not renewed, now on a month-to-month basis - The company's operating lease for its office space expired during fiscal year 2025 and was not renewed, resulting in derecognition of the related right-of-use asset and lease liability[291](index=291&type=chunk) - The company now leases office space under a month-to-month arrangement that qualifies as a short-term lease, for which no right-of-use asset or lease liability is recognized[291](index=291&type=chunk) [NOTE 12. Employee Benefit Plan](index=52&type=section&id=NOTE%2012.%20EMPLOYEE%20BENEFIT%20PLAN) Offers a 401(k) plan, with employer matching contributions totaling $64,098 in 2025 - The company offers a **401(k)** employee benefit plan and, at its discretion, may match employee contributions. Employer matching contributions totaled **$64,098** in 2025, compared to **$0** in 2024[293](index=293&type=chunk) [NOTE 13. Stockholders Equity](index=52&type=section&id=NOTE%2013.%20STOCKHOLDERS%20EQUITY) Total equity increased, driven by net income, offset by dividends and Preferred Stock redemptions - The company's **2011** Stock Plan terminated on April 1, 2023, and was replaced by the **2023** Omnibus Equity Incentive Plan (**400,000** shares authorized) and the **2023** Employee Stock Purchase Plan (**50,000** shares authorized), both approved by shareholders in November 2023[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk) - As of June 30, 2025, there was approximately **$4.50 million** of unrecognized stock-based compensation obligations under equity compensation plans[301](index=301&type=chunk) - The company redeemed **280,372** shares of Series B Preferred Stock in 2025 for **$3.00 million** and completed the full redemption of Series B-1 Preferred Stock in fiscal 2024[306](index=306&type=chunk)[307](index=307&type=chunk) Restricted Stock Units Activity | Item | Restricted Stock Units | Weighted Average Grant Date Fair Value ($/share) | | :------------------------ | :--------------------- | :----------------------------------------------- | | Outstanding at July 1, 2023 | 907,451 | 5.30 | | Granted | 15,130 | 10.55 | | Vested and issued | (69,437) | 5.53 | | Outstanding at June 30, 2024 | 853,144 | 5.37 | | Granted | 6,368 | 18.87 | | Vested and issued | (31,989) | 6.78 | | Outstanding at June 30, 2025 | 827,523 | 5.45 | Warrants Outstanding (As of June 30, 2025) | Range of Exercise Prices | Number Outstanding | Weighted Average Remaining Contractual Life (years) | Weighted Average Exercise Price | | :----------------------- | :----------------- | :-------------------------------------------------- | :------------------------------ | | $4.00 | 1,085,068 | 0.60 | $4.00 | | $10.00 | 15,825 | 0.57 | $10.00 | | **Total** | **1,100,893** | **0.60** | **$4.09** | [NOTE 14. Recent Accounting Pronouncements](index=56&type=section&id=NOTE%2014.%20RECENT%20ACCOUNTING%20PRONOUNCEMENTS) New ASUs on income tax and income statement expense disclosures are expected to impact disclosures, not financial statements - ASU 2023-09 (Improvements to Income Tax Disclosures) requires disaggregated income tax disclosures starting fiscal year 2026[313](index=313&type=chunk) - ASU 2024-03 (Disaggregation of Income Statement Expenses) requires specified disclosures about certain costs and expenses starting fiscal year 2028[314](index=314&type=chunk) - Both new standards are expected to impact disclosures but not the consolidated financial statements[313](index=313&type=chunk)[314](index=314&type=chunk) [NOTE 15. Related Party Transactions](index=56&type=section&id=NOTE%2015.%20RELATED%20PARTY%20TRANSACTIONS) Paid Fields Management $1.03 million for executive services and redeemed Preferred Stock from related parties - The company paid Fields Management, Inc. (controlled by CEO Randall K. Fields) **$1.03 million** in 2025 and **$969,804** in 2024 for executive management services[315](index=315&type=chunk) - In 2025, the company redeemed **$2.94 million** in Series B Preferred Stock from Mr. Randall K. Fields, his affiliates, and Robert W. Allen (a director)[316](index=316&type=chunk) [NOTE 16. Segment Information](index=57&type=section&id=NOTE%2016.%20SEGMENT%20INFORMATION) Operates as one segment, with the CEO reviewing consolidated financial metrics for performance assessment - The company operates as one operating segment, with the CEO reviewing consolidated financial information (gross profit margin, operating margin, net income) to assess performance and allocate resources[317](index=317&type=chunk) [NOTE 17. Subsequent Events](index=57&type=section&id=NOTE%2017.%20SUBSEQUENT%20EVENTS) No subsequent events identified that are reasonably likely to impact financial statements - No events have occurred subsequent to June 30, 2025, that are reasonably likely to impact the company's financial statements[318](index=318&type=chunk)

PART I [ITEM 1. BUSINESS](index=7&type=section&id=Item%201.%20Business) Amesite Inc. pivoted in fiscal 2025 to focus on AI-powered solutions for the healthcare sector, specifically post-acute care, under its NurseMagic™ brand, while maintaining Amesite Engage for existing users - Amesite Inc. completed a **strategic pivot in fiscal 2025** from an education-centric model to focus on **AI-powered solutions for the healthcare sector**, particularly the post-acute care market[20](index=20&type=chunk) - The company operates **two product lines under the NurseMagic™ brand**: a B2C app for direct-to-practitioner use and a B2B enterprise platform for healthcare businesses (home health, skilled nursing, hospice, non-clinical segments)[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - **Amesite Engage platform** remains a performant solution for its user base, but resources are **not dedicated to its growth**[25](index=25&type=chunk) [Overview](index=7&type=section&id=Overview) [Our Sales and Marketing Motions](index=8&type=section&id=Our%20Sales%20and%20Marketing%20Motions) [Our Technology and Pipeline](index=8&type=section&id=Our%20Technology%20and%20Pipeline) [Our Intellectual Property](index=9&type=section&id=Our%20Intellectual%20Property) [Competition](index=9&type=section&id=Competition) [Government Regulation and Product Approval](index=9&type=section&id=Government%20Regulation%20and%20Product%20Approval) [Sales and Marketing](index=10&type=section&id=Sales%20and%20Marketing) [Board of Advisors](index=10&type=section&id=Board%20of%20Advisors) [Human Capital Management](index=12&type=section&id=Human%20Capital%20Management) [Corporate Information](index=12&type=section&id=Corporate%20Information) [ITEM 1A. RISK FACTORS](index=14&type=section&id=Item%201A.%20Risk%20Factors) Amesite faces significant risks including stringent regulatory compliance, intense competition, challenges in market adoption, technology risks, and financial concerns about its ability to continue as a going concern - The healthcare sector is **highly regulated**, and non-compliance with laws like HIPAA, HITECH, CMS, and emerging AI regulations could lead to **significant penalties, legal action, or business restrictions**[64](index=64&type=chunk)[65](index=65&type=chunk) - The healthcare software industry is **intensely competitive**, with established platforms and numerous AI-first entrants, many with greater resources[66](index=66&type=chunk) - Amesite has incurred **net losses** in recent fiscal years and has not yet established a stable, recurring revenue base sufficient to cover ongoing expenses, leading to **substantial doubt about its ability to continue as a going concern**[70](index=70&type=chunk)[77](index=77&type=chunk) - The company is **dependent on key management personnel**, employees, advisors, and consultants, and the loss of such individuals or failure to attract new talent could hinder growth[80](index=80&type=chunk) - **Cybersecurity and data protection risks** are inherent in managing health-related and personal information, with potential for **severe financial, reputational, and legal consequences** from breaches[69](index=69&type=chunk)[92](index=92&type=chunk)[95](index=95&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments from the SEC - The company has **no unresolved staff comments**[121](index=121&type=chunk) [ITEM 1C. CYBERSECURITY](index=24&type=section&id=Item%201C.%20Cybersecurity) Amesite Inc. has a formal, documented process for cybersecurity risk management, with board oversight, and has not experienced material incidents recently, though future threats are acknowledged - Amesite Inc. follows a **formal, documented process for cybersecurity risk management**, including assessing third-party vendors handling sensitive information[122](index=122&type=chunk) - The **board of directors has oversight** over cybersecurity risks, with management providing periodic updates on the cybersecurity program and strategy[124](index=124&type=chunk) - While **no material cybersecurity threats or incidents** have been experienced in recent years, the company acknowledges the possibility of future threats[123](index=123&type=chunk)[125](index=125&type=chunk) [ITEM 2. PROPERTIES](index=24&type=section&id=Item%202.%20Properties) Amesite Inc. operates remotely with its corporate headquarters in Detroit, Michigan, and believes its current setup is adequate, with suitable alternative space available if needed - Amesite Inc. **operates remotely with no lease obligations**, with its corporate headquarters listed in Detroit, Michigan[126](index=126&type=chunk) - The company believes its **current remote setup is sufficient** and that alternative space can be secured on reasonable terms if needed[126](index=126&type=chunk) [ITEM 3. LEGAL PROCEEDINGS](index=24&type=section&id=Item%203.%20Legal%20Proceedings) Amesite Inc. is not currently involved in any legal proceedings expected to materially adversely affect its business, financial condition, or results of operations - Amesite Inc. is **not currently involved in any legal proceedings** expected to have a material adverse effect on its business or financial results[127](index=127&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Amesite Inc - Mine Safety Disclosures are **not applicable** to the company[128](index=128&type=chunk) PART II [ITEM 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Amesite Inc.'s common stock trades on Nasdaq under "AMST", with approximately 41 stockholders, and the company has never paid cash dividends, intending to retain earnings for business development - Amesite Inc.'s common stock is traded on the **Nasdaq Capital Market** under the symbol "**AMST**"[130](index=130&type=chunk) - As of September 29, 2025, there were approximately **41 stockholders of record**[130](index=130&type=chunk) - The company has **never paid cash dividends** and does not anticipate paying any in the foreseeable future, planning to retain all available funds for business development and expansion[131](index=131&type=chunk) - During the year ended June 30, 2025, **121,250 options** to purchase common stock were issued to employees under the 2018 Equity Incentive Plan[132](index=132&type=chunk) [ITEM 6. [RESERVED].](index=25&type=section&id=Item%206.%20%5BRESERVED%5D.) This item is reserved and contains no information [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Amesite Inc. reported a net loss of $3.6 million in FY2025, raising going concern doubts, with revenue decreasing due to a strategic pivot to NurseMagic™ in healthcare, while operating expenses decreased due to cost savings - Amesite Inc. incurred a **net loss of $3,617,086** for the twelve months ended June 30, 2025, and a **cumulative net loss of $41,450,587** from inception to June 30, 2025[137](index=137&type=chunk) - Management believes there is **substantial doubt about the company's ability to continue as a going concern** due to recurring losses and negative cash flows, with plans to generate cash through financing transactions[138](index=138&type=chunk)[139](index=139&type=chunk) - The company **strategically pivoted from education-focused offerings to the NurseMagic™ app for healthcare** in late fiscal year 2024, with initial sales in Q2 FY2025 and HIPAA compliance achieved in April 2025[169](index=169&type=chunk) Revenue Performance (FY2024 vs. FY2025) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | Change (YoY) | | :----------------------- | :----------------------- | :----------------------- | :------------- | | Net Revenue | $110,459 | $166,881 | -$56,422 (-33.8%) | Operating Expenses (FY2024 vs. FY2025) | Expense Category | Year Ended June 30, 2025 | Year Ended June 30, 2024 | Change (YoY) | | :------------------------------- | :----------------------- | :----------------------- | :------------- | | General and administrative | $2,477,888 | $2,908,289 | -$430,401 (-14.8%) | | Technology and content development | $691,154 | $1,074,328 | -$383,174 (-35.7%) | | Sales and marketing | $545,030 | $763,915 | -$218,885 (-28.6%) | | Total Operating Expenses | $3,714,072 | $4,746,532 | -$1,032,460 (-21.7%) | Net Loss (FY2024 vs. FY2025) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | Change (YoY) | | :------- | :----------------------- | :----------------------- | :------------- | | Net Loss | $(3,617,000) | $(4,403,000) | $786,000 (17.8%) decrease in loss | [Overview](index=26&type=section&id=Overview_MD%26A) [Basis of Presentation](index=26&type=section&id=Basis%20of%20Presentation) [Critical Accounting Policies and Significant Judgments and Estimates](index=26&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) [Financial Position, Liquidity, and Capital Resources](index=30&type=section&id=Financial%20Position%2C%20Liquidity%2C%20and%20Capital%20Resources) [ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Amesite Inc. is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a "smaller reporting company" - Amesite Inc. is **not required to provide quantitative and qualitative disclosures about market risk** due to its status as a "**smaller reporting company**"[175](index=175&type=chunk) [ITEM 8. Financial Statements and Supplementary Data](index=33&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Amesite Inc.'s audited financial statements for FY2025 and FY2024, including balance sheets, statements of operations, stockholders' equity, and cash flows, with auditors expressing substantial doubt about going concern - Independent auditors' reports for both 2025 and 2024 express **substantial doubt about the Company's ability to continue as a going concern** due to recurring losses and negative cash flows from operations[181](index=181&type=chunk)[188](index=188&type=chunk) Balance Sheet Highlights (June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | | :------------------------- | :------------ | :------------ | | Cash and cash equivalents | $2,333,418 | $2,071,016 | | Total current assets | $2,433,859 | $2,504,565 | | Total assets | $3,097,099 | $3,314,177 | | Total current liabilities | $358,596 | $798,465 | | Total stockholders' equity | $2,738,503 | $2,515,712 | Statements of Operations Highlights (FY2025 vs. FY2024) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | | :------------------------- | :----------------------- | :----------------------- | | Net Revenue | $110,459 | $166,881 | | Total operating expenses | $3,714,072 | $4,746,532 | | Loss from Operations | $(3,603,613) | $(4,579,651) | | Net Loss | $(3,617,086) | $(4,403,182) | | Basic and diluted loss per share | $(1.03) | $(1.73) | Cash Flows from Operating Activities (FY2025 vs. FY2024) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | | :-------------------------------------- | :----------------------- | :----------------------- | | Net cash used in operating activities | $(2,455,248) | $(2,813,779) | | Net cash used in investing activities | $(378,300) | $(375,866) | | Net cash provided by financing activity | $3,095,950 | $0 | | Net increase (decrease) in cash | $262,402 | $(3,189,645) | [Report of Independent Registered Public Accounting Firm (Novogradac & Company LLP)](index=34&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm%20%28Novogradac%20%26%20Company%20LLP%29) [Report of Independent Registered Public Accounting Firm (Turner, Stone & Company, L.L.P.)](index=35&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM_Turner) [Balance Sheets](index=36&type=section&id=Balance%20Sheets) [Statements of Operations](index=37&type=section&id=Statements%20of%20Operations) [Statements of Changes in Stockholders' Equity](index=38&type=section&id=Statements%20of%20Changes%20in%20Stockholders%27%20Equity) [Statements of Cash Flows](index=39&type=section&id=Statements%20of%20Cash%20Flows) [Notes to Financial Statements](index=40&type=section&id=Notes%20to%20Financial%20Statements) [Note 1 - Nature of Business and Liquidity](index=40&type=section&id=Note%201%20-%20Nature%20of%20Business%20and%20Liquidity) [Note 2 - Significant Accounting Policies](index=40&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) [Note 3 - Property and Equipment and Capitalized Software](index=46&type=section&id=Note%203%20-%20Property%20and%20Equipment%20and%20Capitalized%20Software) [Note 4 - Common Stock](index=47&type=section&id=Note%204%20-%20Common%20Stock) [Note 5 - Warrants](index=48&type=section&id=Note%205%20-%20Warrants) [Note 6 - Stock-Based Compensation](index=49&type=section&id=Note%206%20-%20Stock-Based%20Compensation) [Note 7 - Income Taxes](index=51&type=section&id=Note%207%20-%20Income%20Taxes) [Note 8 – Segment Information](index=53&type=section&id=Note%208%20%E2%80%93%20Segment%20Information) [Note 9 – Related Party Transactions](index=53&type=section&id=Note%209%20%E2%80%93%20Related%20Party%20Transactions) [Note 10 - Subsequent Events](index=53&type=section&id=Note%2010%20-%20Subsequent%20Events) [ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=54&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Amesite Inc. reports no changes in or disagreements with its accountants on accounting and financial disclosure matters - There were **no changes in or disagreements** with accountants on accounting and financial disclosure[290](index=290&type=chunk) [ITEM 9A. Controls and Procedures](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective, and the company is exempt from auditor attestation due to its "emerging growth company" status - Disclosure controls and procedures were evaluated as **effective as of June 30, 2025**[291](index=291&type=chunk) - Management concluded that internal control over financial reporting was **effective as of June 30, 2024**[294](index=294&type=chunk) - The company is **exempt from auditor attestation** on internal control over financial reporting due to its "**emerging growth company**" status[295](index=295&type=chunk) [ITEM 9B. Other Information](index=54&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - **No directors or executive officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** during the quarter ended June 30, 2025[297](index=297&type=chunk) [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=54&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to Amesite Inc - Disclosure regarding foreign jurisdictions that prevent inspections is **not applicable** to the company[298](index=298&type=chunk) PART III [ITEM 10. Directors, Executive Officers and Corporate Governance](index=55&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Directors, Executive Officers, and Corporate Governance is **incorporated by reference** from the definitive proxy statement[300](index=300&type=chunk) [ITEM 11. Executive Compensation](index=55&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Executive Compensation is **incorporated by reference** from the definitive proxy statement[301](index=301&type=chunk) [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=55&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters is **incorporated by reference** from the definitive proxy statement[302](index=302&type=chunk) [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](index=55&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Certain Relationships and Related Transactions, and Director Independence is **incorporated by reference** from the definitive proxy statement[303](index=303&type=chunk) [ITEM 14. Principal Accountant Fees and Services](index=55&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Principal Accountant Fees and Services is **incorporated by reference** from the definitive proxy statement[304](index=304&type=chunk) PART IV [ITEM 15. Exhibits and Financial Statement Schedules](index=56&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section details the financial statements and a comprehensive list of exhibits, including corporate governance documents and agreements, filed with or incorporated by reference into the Form 10-K - The report includes **audited financial statements**: Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, Statements of Cash Flows, and Notes to Financial Statements[306](index=306&type=chunk) - All financial statement schedules have been **omitted** as they are not applicable, not required, or the information is presented within the financial statements or notes[306](index=306&type=chunk) - A **detailed list of exhibits**, including corporate documents, equity plans, and agreements, is provided, with indications of whether they are filed with the current Form 10-K or incorporated by reference[308](index=308&type=chunk) [ITEM 16. Form 10-K Summary](index=58&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that no Form 10-K Summary is provided - **No Form 10-K Summary** is included in this report[310](index=310&type=chunk) [Signatures](index=59&type=section&id=Signatures) This section contains the required signatures of the registrant's authorized officers and directors, affirming the filing of the Annual Report on Form 10-K - The report is **signed by the Chief Executive Officer (Principal Executive Officer), Principal Financial and Accounting Officer, and Directors**, confirming its submission[313](index=313&type=chunk)[314](index=314&type=chunk)[316](index=316&type=chunk)[317](index=317&type=chunk)

Executive Summary & Highlights [Management Commentary & Outlook](index=1&type=section&id=1.1_ManagementCommentaryOutlook) Beneficient's Fiscal 2025 was transformative, streamlining operations, resolving legal issues, and transitioning leadership, now focusing on expanding liquidity programs and automation - **Fiscal 2025** was a turning point for Beneficient, marked by streamlined operations and execution of its business plan[3](index=3&type=chunk) - Following fiscal year-end, the company continued to resolve legal issues and completed a key executive transition[3](index=3&type=chunk) - Beneficient is positioned to help clients unlock value from their alternative assets through innovative solutions[3](index=3&type=chunk) - Future plans include expanding Preferred Liquidity Provider and Primary Commitment programs, and improving automation and technology-driven service enhancements[4](index=4&type=chunk) [Fourth Quarter Fiscal 2025 and Recent Highlights](index=1&type=section&id=1.2_Q4FY25RecentHighlights) Beneficient reported a decrease in investments' fair value and net loan portfolio, with operating expenses significantly declining in Q4 and FY25 due to reduced non-cash goodwill impairment and loss contingencies, alongside key legal settlements and new executive leadership appointments Investments and Loan Portfolio Overview | Metric | March 31, 2025 | March 31, 2024 | Change | | :-------------------------------- | :------------- | :------------- | :----- | | Investments (Fair Value) | $291.4 million | $329.1 million | -11.5% | | Net Loan Portfolio | $244.1 million | $256.2 million | -4.7% | - Completed three additional Primary Capital transactions with an initial value totaling **$11.8 million**, as part of the ExchangeTrust Product Plan[4](index=4&type=chunk) Operating Expenses (GAAP) | Period | FY25 | FY24 | Change | | :-------------------- | :----- | :----- | :----- | | Q4 Operating Expenses | $14.3 million | $151.9 million | -91% | | FY Operating Expenses | $16.2 million | $2.5 billion | -99% | Operating Expenses (Excluding Non-Cash Items) | Period | FY25 | FY24 | Change | | :-------------------- | :----- | :----- | :----- | | Q4 Operating Expenses | $14.3 million | $28.8 million | -50% | | FY Operating Expenses | $67.5 million | $140.6 million | -52% | - Received approval from the Bankruptcy Court for the settlement to resolve all claims related to previously disclosed lawsuits concerning GWG Holdings, Inc[4](index=4&type=chunk) - Completed the sale of certain investments held by Customer ExAlt Trusts for over **$36 million** in gross proceeds, used to pay down debt and provide working capital[4](index=4&type=chunk) - Appointed Thomas O. Hicks as Chairman of the Board and James G. Silk as interim Chief Executive Officer on July 21, 2025[4](index=4&type=chunk)[5](index=5&type=chunk) Loan Portfolio Overview [Business Strategy](index=2&type=section&id=2.1_BusinessStrategy) Beneficient's core business provides financing for alternative asset liquidity or early exits, resulting in a balance sheet primarily composed of loans collateralized by a diversified alternative asset portfolio, guided by patent-pending OptimumAlt technology - Ben's business plan focuses on providing financing for liquidity or early investment exits for alternative asset marketplace participants[6](index=6&type=chunk) - The balance sheet is organically developed and largely comprised of loans collateralized by a well-diversified alternative asset portfolio[6](index=6&type=chunk) - The ExAlt Loan origination strategy is built on the portfolio endowment model for fiduciary financings, utilizing patent-pending OptimumAlt technology[7](index=7&type=chunk) [Portfolio Diversification](index=2&type=section&id=2.2_PortfolioDiversification) As of March 31, 2025, Ben's loan portfolio is highly diversified across approximately 210 private market funds and 710 investments, spanning seven asset classes, over 11 industry sectors, and at least six countrywide exposures, with a net loan balance of $244.0 million - Loan portfolio is supported by a highly diversified alternative asset collateral portfolio, providing diversification across approximately **210 private market funds** and **710 investments**[8](index=8&type=chunk) - Diversification spans **seven asset classes**, over **11 industry sectors**, at least **six countrywide exposures**, and multiple vintages of investment dates[7](index=7&type=chunk) Loan Portfolio Balance (March 31, 2025) | Metric | Amount (in thousands) | | :------------------------------------ | :-------------------- | | Gross Loan Balance | $586,500 | | Allowance for Credit Losses | $342,500 | | Net Loan Balance | $244,000 | - The Company has been granted an extension to regain compliance with Nasdaq listing rules, subject to reporting and bid price requirements[12](index=12&type=chunk) - The Company is proactively investigating the validity of obligations under HCLP credit agreements to protect shareholder interests and strengthen its financial position[12](index=12&type=chunk) Business Segment Performance [Segment Performance Overview (Narrative)](index=3&type=section&id=3.1_SegmentPerformanceOverviewNarrative) In Q4 FY25, Ben Liquidity's interest income decreased due to nonaccrual loans, leading to an increased operating loss, while Ben Custody maintained stable revenues and improved operating income due to fewer credit losses, despite a decrease in NAV; for the full FY25, both segments saw significant operating loss improvements from reduced goodwill impairment and credit losses, despite revenue declines [Ben Liquidity Performance](index=3&type=section&id=3.1.1_BenLiquidityPerformance) Ben Liquidity experienced a Q4 FY25 interest income decline and increased operating loss due to nonaccrual loans, but its FY25 operating loss significantly improved due to lower non-cash goodwill impairment and credit losses Ben Liquidity Q4 FY25 Performance | Metric | Q4 FY25 (in thousands) | Q3 FY25 (in thousands) | Change % QoQ | | :-------------------- | :--------------------- | :--------------------- | :----------- | | Interest Income | $8,459 | $11,297 | -25.1% | | Operating Loss | $(12,340) | $(2,853) | NM | - Q4 FY25 interest income decline primarily due to a higher percentage of loans being placed on **nonaccrual status**[17](index=17&type=chunk) Ben Liquidity FY25 Performance | Metric | FY25 (in thousands) | FY24 (in thousands) | Change % YoY | | :-------------------- | :------------------ | :------------------ | :----------- | | Interest Income | $42,583 | $46,947 | -9.3% | | Operating Loss | $(12,802) | $(1,810,964) | +99.3% | | Adjusted Operating Loss | $(12,797) | $(41,177) | +68.9% | - FY25 operating loss improved significantly due to lower **non-cash goodwill impairment** (**$1.7 billion** in FY24) and credit losses[17](index=17&type=chunk) [Ben Custody Performance](index=3&type=section&id=3.1.2_BenCustodyPerformance) Ben Custody maintained stable Q4 FY25 revenues with improved operating income due to fewer credit losses, despite a decrease in NAV, and saw significant FY25 operating income improvement from reduced non-cash goodwill impairment Ben Custody Q4 FY25 Performance | Metric | Q4 FY25 (in thousands) | Q3 FY25 (in thousands) | Change % QoQ | | :-------------------- | :--------------------- | :--------------------- | :----------- | | Revenues | $5,396 | $5,410 | -0.3% | | Operating Income | $4,165 | $3,507 | +18.8% | | Adjusted Operating Income | $4,632 | $4,847 | -4.4% | Ben Custody NAV | Metric | March 31, 2025 (in millions) | March 31, 2024 (in millions) | Change | | :------------------------------------ | :--------------------------- | :--------------------------- | :----- | | NAV of Alternative Assets in Custody | $338.2 | $381.2 | -11.3% | - Decrease in NAV driven by **distributions** and **unrealized losses**, partially offset by **$1.4 million** of new originations[17](index=17&type=chunk) Ben Custody FY25 Performance | Metric | FY25 (in thousands) | FY24 (in thousands) | Change % YoY | | :-------------------- | :------------------ | :------------------ | :----------- | | Revenues | $21,574 | $24,534 | -12.1% | | Operating Income (Loss) | $13,288 | $(588,811) | NM | | Adjusted Operating Income | $18,522 | $19,764 | -6.3% | - FY25 operating income improvement primarily due to significantly lower **non-cash goodwill impairment** (**$3.4 million** in FY25 vs **$583.3 million** in FY24)[17](index=17&type=chunk) [Consolidated Financial Tables](index=4&type=section&id=3.2_ConsolidatedFinancialTables) Beneficient's consolidated financial tables for Q4 and YTD FY25 show a substantial improvement in GAAP revenues and operating loss, largely due to reduced non-cash goodwill impairment and loss contingencies, with the balance sheet indicating a decrease in total assets but a significant improvement in total equity deficit year-over-year [Consolidated Fiscal Fourth Quarter Results (Income Statement Summary)](index=4&type=section&id=3.2.1_ConsolidatedIncomeStatementSummary) Consolidated Fiscal Fourth Quarter Results (in thousands) | Metric | Fiscal 4Q25 | Fiscal 4Q24 | Change % vs. Prior Quarter | YTD Fiscal 2025 | YTD Fiscal 2024 | Change % vs. Prior YTD | | :------------------------------------ | :---------- | :---------- | :------------------------- | :-------------- | :-------------- | :--------------------- | | GAAP Revenues | $(30,969) | $(42,957) | NM | $(7,943) | $(98,696) | 92.0 % | | Adjusted Revenues | $(30,963) | $(39,717)

Exhibit 99.1 IDT Corporation Reports Fourth Quarter and Fiscal Year 2025 Results 4Q25 Gross Profit +12% to $114 million; FY 2025 Gross Profit +14% to $446 million 4Q25 Income from Operations +9% to $22 million; Adjusted EBITDA +33% to $33 million FY 2025 Income from Operations +55% to $100 million; Adjusted EBITDA +43% to $129 million, an IDT record 4Q25 EPS of $0.67 and Non-GAAP EPS of $0.76; FY 2025 EPS of $3.01 and Non-GAAP EPS of $3.19 NEWARK, NJ — September 29, 2025: IDT Corporation (NYSE: IDT), a glob ...

First Quarter Fiscal 2026 Results Overview [First Quarter Highlights](index=1&type=section&id=First%20Quarter%20Highlights) Worthington Steel reported a strong start to fiscal 2026, achieving year-over-year volume growth despite a soft market, attributed to disciplined execution and the integration of the Sitem team - Worthington Steel achieved **year-over-year volume growth** in a soft market, driven by disciplined execution and a transformation mindset[3](index=3&type=chunk) - The company welcomed the Sitem team into the Worthington Steel family during the quarter, positioning for long-term growth[3](index=3&type=chunk) [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) The first quarter of fiscal 2026 saw significant financial improvements, including a 5% increase in net sales, a 11.3% rise in operating income, and a 29.6% increase in net earnings attributable to Worthington Steel, alongside a declared quarterly dividend of $0.16 per share | Metric | 1Q 2026 | 1Q 2025 | | :------------------------------------------------ | :------ | :------ | | Volume (tons) | 928,866 | 994,093 | | Net sales (in millions) | $872.9 | $834.0 | | Operating income (in millions) | $48.3 | $43.4 | | Net earnings attributable to Worthington Steel (in millions) | $36.8 | $28.4 | | Adjusted EBIT (Non-GAAP) (in millions) | $54.9 | $39.4 | | Equity in net income of unconsolidated affiliate (in millions) | $6.4 | $1.3 | | Net earnings per diluted share attributable to Worthington Steel shareholders | $0.72 | $0.56 | | Adjusted net earnings per diluted share attributable to Worthington Steel shareholders (Non-GAAP) | $0.77 | $0.56 | - Net sales increased **5% to $872.9 million** from $834.0 million[5](index=5&type=chunk) - A quarterly dividend of **$0.16 per share** was declared, payable on December 26, 2025[5](index=5&type=chunk) Detailed Quarterly Financial Performance [Net Sales and Volume Analysis](index=2&type=section&id=Net%20Sales%20and%20Volume%20Analysis) Net sales for Q1 FY26 increased by 5% to $872.9 million, driven by higher direct volumes and selling prices, partially offset by decreased toll volumes and selling prices | Metric | 1Q 2026 | 1Q 2025 | Change (YoY) | | :----------------------- | :------ | :------ | :----------- | | Net sales (in millions) | $872.9 | $834.0 | +5% | | Direct tons sold | +6% | - | - | | Sitem Group contribution to direct tons | ~1% | - | - | | Toll volumes | -22% | - | - | | Direct selling prices | +1% | - | - | | Toll selling prices | -3% | - | - | | Direct vs. Toll mix | 63% to 37% | 56% to 44% | Shift towards direct | - The increase in net sales was primarily driven by higher direct volumes and slightly higher average direct selling prices[6](index=6&type=chunk) - Lower toll volumes were mainly due to softening demand from mill customers and the closure of a toll processing facility in Cleveland, Ohio[6](index=6&type=chunk) [Gross Margin Analysis](index=2&type=section&id=Gross%20Margin%20Analysis) Gross margin increased by $14.8 million to $115.2 million, primarily due to improved direct spreads and higher direct volumes, despite lower toll margins | Metric | 1Q 2026 | 1Q 2025 | Change (YoY) | | :-------------------------------- | :------ | :------ | :----------- | | Gross margin (in millions) | $115.2 | $100.4 | +$14.8 | | Direct spreads impact (in millions) | +$23.0 | - | - | | Inventory holding gain (in millions) | $5.6 | -$16.6 (loss) | +$22.2 (favorable change) | | Higher direct volumes impact (in millions) | +$4.6 | - | - | | Toll margins impact (in millions) | -$11.0 | - | - | - Direct spreads were favorably impacted by a **$22.2 million change** from an estimated inventory holding loss in the prior year to an estimated gain in the current quarter[7](index=7&type=chunk) [Operating Income Analysis](index=2&type=section&id=Operating%20Income%20Analysis) Operating income rose by $4.9 million to $48.3 million, driven by gross margin improvement and restructuring gains, partially offset by increased SG&A expenses | Metric | 1Q 2026 | 1Q 2025 | Change (YoY) | | :-------------------------------- | :------ | :------ | :----------- | | Operating income (in millions) | $48.3 | $43.4 | +$4.9 | | Gross margin increase impact (in millions) | +$14.8 | - | - | | Restructuring and other (income), net (in millions) | +$1.0 | - | - | | SG&A expense (in millions) | $67.9 | $57.0 | +$10.9 | | Sitem Group SG&A contribution (in millions) | $7.9 | - | - | | Acquisition completion bonus (in millions) | $4.6 | - | - | - The **$10.9 million increase in SG&A expense** was primarily due to the Sitem Group acquisition, which included a one-time bonus of $4.6 million paid to key individuals[8](index=8&type=chunk) [Net Earnings and EPS (GAAP & Adjusted)](index=2&type=section&id=Net%20Earnings%20and%20EPS%20(GAAP%20%26%20Adjusted)) Net earnings attributable to Worthington Steel increased to $36.8 million, with diluted EPS rising to $0.72, and adjusted figures also showing significant growth | Metric | 1Q 2026 | 1Q 2025 | Change (YoY) | | :------------------------------------------------ | :------ | :------ | :----------- | | Net earnings attributable to Worthington Steel (in millions) | $36.8 | $28.4 | +$8.4 | | Net earnings per diluted share (GAAP) | $0.72 | $0.56 | +$0.16 | | Adjusted net earnings attributable to Worthington Steel (in millions) | $38.9 | $28.4 | +$10.5 | | Adjusted net earnings per diluted share | $0.77 | $0.56 | +$0.21 | - Fiscal 2026 first quarter adjusted results exclude a **$0.01 per diluted share adjustment** for a deemed dividend, a **$0.04 per diluted share acquisition completion bonus expense**, and a **$0.01 per diluted share deferred tax asset adjustment**, offset by a $0.01 per diluted share gain on asset sale[10](index=10&type=chunk) Financial Position and Cash Flow [Balance Sheet Overview](index=2&type=section&id=Balance%20Sheet%20Overview) As of August 31, 2025, the Company reported $78.3 million in cash, $233.4 million in total debt, and a net debt of $155.1 million, with Sitem Group consolidated | Metric | August 31, 2025 (in millions) | | :-------------------------- | :---------------------------- | | Cash and cash equivalents | $78.3 | | Total debt | $233.4 | | Net debt | $155.1 | - The Sitem Group joint venture is consolidated within the Company's financial statements, and mezzanine equity was recorded on the consolidated balance sheet[13](index=13&type=chunk) [Cash Flow Activities](index=2&type=section&id=Cash%20Flow%20Activities) Net cash used in operating activities was $5.0 million, a shift from the prior year, with increased capital investment and negative free cash flow of $34.4 million | Metric | 1Q 2026 (in millions) | 1Q 2025 (in millions) | | :-------------------------------------- | :-------------------- | :-------------------- | | Net cash (used in) provided by operating activities | $(5.0) | $54.6 | | Investment in property, plant and equipment | $29.4 | $21.5 | | Acquisitions, net of cash acquired | $1.6 | - | | Free cash flow | $(34.4) | $33.1 | [Capital Allocation and Dividends](index=2&type=section&id=Capital%20Allocation%20and%20Dividends) The Board of Directors declared a quarterly dividend of $0.16 per common share, maintaining consistency with the previous year | Metric | 1Q 2026 | 1Q 2025 | | :-------------------------- | :------ | :------ | | Cash dividends declared per share | $0.16 | $0.16 | Company Information [About Worthington Steel](index=3&type=section&id=About%20Worthington%20Steel) Worthington Steel is a market-leading metals processor providing value-added solutions across 37 facilities in seven states and 10 countries, employing approximately 6,000 people - Worthington Steel is a metals processor providing highly technical and customized solutions in carbon flat-roll steel processing, electrical steel laminations, and tailor welded solutions[16](index=16&type=chunk) - The company operates **37 facilities** in seven states and 10 countries, with approximately **6,000 employees**[17](index=17&type=chunk) - Worthington Steel's purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees, and strengthening communities, following a people-first philosophy and commitment to sustainability[17](index=17&type=chunk) Legal and Forward-Looking Statements [Safe Harbor Statement](index=3&type=section&id=Safe%20Harbor%20Statement) This section outlines forward-looking statements, emphasizing inherent risks and uncertainties that could cause actual results to differ materially from projections, advising against undue reliance - Forward-looking statements reflect current expectations and are subject to risks and uncertainties that could cause actual results to differ materially[18](index=18&type=chunk)[19](index=19&type=chunk) - Risk factors include conditions in financial markets, tariffs, product demand and pricing, raw material volatility, supply chain constraints, and the impact of acquisitions and economic conditions[19](index=19&type=chunk)[20](index=20&type=chunk) - The company disclaims any obligation to update forward-looking statements, except as required by applicable law[21](index=21&type=chunk) Consolidated Financial Statements [Consolidated Statements of Earnings](index=5&type=section&id=Consolidated%20Statements%20of%20Earnings) The consolidated statements of earnings show year-over-year increases in net sales, gross margin, and net earnings attributable to Worthington Steel for Q1 FY26 | | Three Months Ended August 31, | | :------------------------------------------------ | :------ | :------ | | | 2025 | 2024 | | Net sales | $872.9 | $834.0 | | Cost of goods sold | 757.7 | 733.6 | | Gross margin | 115.2 | 100.4 | | Selling, general and administrative expense | 67.9 | 57.0 | | Restructuring and other (income), net | (1.0) | - | | Operating income | 48.3 | 43.4 | | Miscellaneous income (expense), net | 0.2 | (5.9) | | Interest expense, net | (2.9) | (2.6) | | Equity in net income of unconsolidated affiliate | 6.4 | 1.3 | | Earnings before income taxes | 52.0 | 36.2 | | Income tax expense | 13.4 | 4.0 | | Net earnings | 38.6 | 32.2 | | Net earnings attributable to noncontrolling interests | 1.8 | 3.8 | | Net earnings attributable to Worthington Steel | $36.8 | $28.4 | | Deemed dividend of redeemable noncontrolling interest | (0.5) | - | | Net earnings attributable to Worthington Steel shareholders | $36.3 | $28.4 | | Basic Earnings per share attributable to Worthington Steel shareholders | $0.73 | $0.57 | | Diluted Earnings per share attributable to Worthington Steel shareholders | $0.72 | $0.56 | | Cash dividends declared per share | $0.16 | $0.16 | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets show an increase in total assets and liabilities, with the introduction of mezzanine equity due to the Sitem Group acquisition | Assets | August 31, 2025 (in millions) | May 31, 2025 (in millions) | | :------------------------------------------------ | :---------------------------- | :--------------------------- | | Cash and cash equivalents | $78.3 | $38.0 | | Total current assets | 1,148.5 | 1,048.5 | | Investment in unconsolidated affiliate | 133.0 | 126.6 | | Goodwill | 101.7 | 79.6 | | Other intangible assets, net | 90.0 | 67.9 | | Total property, plant and equipment, net | 656.0 | 548.2 | | Total assets | $2,243.3 | $1,961.8 | | Liabilities, Mezzanine Equity, and Equity | August 31, 2025 (in millions) | May 31, 2025 (in millions) | | :------------------------------------------------ | :---------------------------- | :--------------------------- | | Total current liabilities | $693.6 | $631.5 | | Total liabilities | 912.4 | 763.9 | | Total mezzanine equity | 97.7 | - | | Total Shareholders' equity - controlling interest | 1,104.9 | 1,074.1 | | Total equity | 1,233.2 | 1,197.9 | | Total liabilities, mezzanine equity, and equity | $2,243.3 | $1,961.8 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The consolidated statements of cash flows indicate a shift to net cash used in operating activities, increased investing cash usage, and an overall decrease in cash and cash equivalents | | Three Months Ended August 31, | | :------------------------------------------------ | :------ | :------ | | | 2025 | 2024 | | Net cash (used in) provided by operating activities | $(5.0) | $54.6 | | Net cash used in investing activities | $(30.9) | $(21.5) | | Net cash provided by (used in) financing activities | $21.0 | $(37.3) | | Decrease in cash, cash equivalents, and restricted cash | $(14.6) | $(4.2) | | Cash, cash equivalents, and restricted cash at end of period | $78.3 | $36.0 | Non-GAAP Financial Measures / Supplemental Data [Non-GAAP Definitions and Purpose](index=9&type=section&id=Non-GAAP%20Definitions%20and%20Purpose) Worthington Steel uses non-GAAP measures like adjusted operating income and free cash flow to provide additional perspective on ongoing operations and facilitate performance evaluation - The Company reports non-GAAP financial measures including adjusted operating income, adjusted EBIT, adjusted EBITDA, free cash flow, and net debt[31](index=31&type=chunk) - These non-GAAP measures exclude items not reflective of ongoing operations, such as impairment and restructuring charges, to provide useful information for evaluating performance, planning, and compensation[32](index=32&type=chunk) [Reconciliation of Adjusted Net Earnings and EPS](index=9&type=section&id=Reconciliation%20of%20Adjusted%20Net%20Earnings%20and%20EPS) This section reconciles GAAP to adjusted net earnings and diluted EPS for Q1 FY26 and Q1 FY25, detailing specific adjustments for non-recurring items | | Three Months Ended August 31, 2025 | | :------------------------------------------------ | :------ | :------ | :------ | :------ | | | Operating Income | Earnings Before Income Taxes | Income Tax Expense (Benefit) | Net Earnings Attributable to Worthington Steel | Net Earnings per Diluted Share Attributable to Worthington Steel shareholders | | GAAP | $48.3 | $52.0 | $13.4 | $36.8 | $0.72 | | Deemed dividend of redeemable noncontrolling interest | - | - | - | - | 0.01 | | Restructuring and other (income), net | (1.0) | (1.0) | (0.1) | (0.5) | (0.01) | | Acquisition completion bonus payment | 4.6 | 4.6 | 0.6 | 1.8 | 0.04 | | Deferred tax asset adjustment | - | - | (0.8) | 0.8 | 0.01 | | Non-GAAP | $51.9 | $55.6 | $13.1 | $38.9 | $0.77 | | | Three Months Ended August 31, 2024 | | :------------------------------------------------ | :------ | :------ | :------ | :------ | | | Operating Income | Earnings Before Income Taxes | Income Tax Expense (Benefit) | Net Earnings Attributable to Worthington Steel | Net Earnings per Diluted Share Attributable to Worthington Steel shareholders | | GAAP | $43.4 | $36.2 | $4.0 | $28.4 | $0.56 | | Tax indemnification adjustment | - | - | 4.4 | - | - | | Non-GAAP | $43.4 | $40.6 | $8.4 | $28.4 | $0.56 | - Key adjustments for fiscal 2026 include a deemed dividend of redeemable noncontrolling interest, restructuring income, an acquisition completion bonus payment, and a deferred tax asset adjustment[34](index=34&type=chunk) [Reconciliation of EBIT, Adjusted EBIT, and Adjusted EBITDA](index=10&type=section&id=Reconciliation%20of%20EBIT,%20Adjusted%20EBIT,%20and%20Adjusted%20EBITDA) This section reconciles GAAP net earnings to EBIT, Adjusted EBIT, and Adjusted EBITDA for Q1 FY26 and Q1 FY25, highlighting the impact of interest, taxes, depreciation, amortization, and specific non-recurring items | (In millions, except volume) | Three Months Ended August 31, | | :-------------------------------- | :------ | :------ | | | 2025 | 2024 | | Volume (tons) | 928,866 | 994,093 | | Net sales | $872.9 | $834.0 | | Net earnings attributable to Worthington Steel | $36.8 | $28.4 | | Interest expense, net | 2.9 | 2.6 | | Income tax expense | 13.4 | 4.0 | | EBIT | 53.1 | 35.0 | | Restructuring and other (income), net | (0.6) | - | | Tax indemnification adjustment | - | 4.4 | | Acquisition completion bonus payment | 2.4 | - | | Adjusted EBIT | 54.9 | 39.4 | | Depreciation and amortization | 20.3 | 16.2 | | Adjusted EBITDA | $75.2 | $55.6 | | Net earnings margin | 4.2% | 3.4% | | Adjusted EBIT margin | 6.3% | 4.7% | | Adjusted EBITDA margin | 8.6% | 6.7% | - Adjusted EBIT increased to **$54.9 million** in Q1 FY26 from $39.4 million in Q1 FY25, with Adjusted EBIT margin improving from **4.7% to 6.3%**[37](index=37&type=chunk) - Adjusted EBITDA rose to **$75.2 million** in Q1 FY26 from $55.6 million in Q1 FY25, with Adjusted EBITDA margin increasing from **6.7% to 8.6%**[37](index=37&type=chunk) [Reconciliation of Free Cash Flow](index=11&type=section&id=Reconciliation%20of%20Free%20Cash%20Flow) This section provides a reconciliation of net cash provided by operating activities to free cash flow for the past five fiscal quarters, illustrating the company's ability to generate cash beyond operational and capital expenditure needs | | First Quarter 2026 | Fourth Quarter 2025 | Third Quarter 2025 | Second Quarter 2025 | First Quarter 2025 | | :------------------------------------------ | :----------------- | :------------------ | :----------------- | :------------------ | :----------------- | | Net cash (used in) provided by operating activities | $(5.0) | $53.9 | $53.8 | $68.0 | $54.6 | | Investment in property, plant and equipment | (29.4) | (45.5) | (28.6) | (34.8) | (21.5) | | Free cash flow | $(34.4) | $8.4 | $25.2 | $33.2 | $33.1 | | Trailing 12 months free cash flow | $32.4 | - | - | - | - | - Free cash flow was **negative $34.4 million** in Q1 FY26, compared to positive $33.1 million in Q1 FY25[44](index=44&type=chunk) [Reconciliation of Net Debt](index=11&type=section&id=Reconciliation%20of%20Net%20Debt) This section reconciles total debt to net debt as of August 31, 2025, by subtracting cash and cash equivalents from the aggregate of short-term borrowings, current maturities of long-term debt, and long-term debt | | August 31, 2025 (in millions) | | :-------------------------------- | :---------------------------- | | Short-term borrowings | $160.0 | | Current maturities of long-term debt | 30.3 | | Long-term debt | 43.1 | | Total debt | $233.4 | | Less: cash and cash equivalents | (78.3) | | Net debt | $155.1 | - As of August 31, 2025, Worthington Steel reported a **net debt position of $155.1 million**[45](index=45&type=chunk)

FOR THE FISCAL YEAR ENDED JUNE 30, 2025 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36081 NANOVIRICIDES, INC. (Name of Business Issuer in Its Charter) (State or other jurisdiction of incorporation or organization) DELAWARE 76-0674577 (I.R.S. Employer Identification No.) 1 CONTROLS DRIVE, SHELTON, CONNECTICUT, 06484 (Address of principal exe ...