Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 or PHARMACYTE BIOTECH, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For ...

[Forward-Looking Statements](index=4&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section highlights that the report contains forward-looking statements, identified by words like 'anticipate,' 'expect,' and 'believe,' which are subject to risks and uncertainties and may differ materially from actual results [Nature of Forward-Looking Statements](index=4&type=section&id=4.1%20Nature%20of%20Forward-Looking%20Statements) This section defines forward-looking statements, noting their identification by specific terminology and inherent susceptibility to risks that may cause actual results to differ materially - The report contains forward-looking statements regarding cash reserves, going concern ability, option vesting, and legal/accounting expenses[8](index=8&type=chunk) - Forward-looking statements are identified by words such as 'anticipate,' 'continue,' 'likely,' 'estimate,' 'expect,' 'may,' 'could,' 'will,' 'project,' 'should,' and 'believe'[9](index=9&type=chunk) - Actual results may differ materially from expectations due to various factors, many beyond the company's control, and the company is not obligated to publicly release revisions unless required by law[9](index=9&type=chunk)[10](index=10&type=chunk) [Risk Factors](index=4&type=section&id=4.2%20Risk%20Factors) The company's actual results could differ materially from forward-looking statements due to various risks, including deviations from project projections, mining exploration hazards, economic conditions, regulatory changes, and the ability to secure future financing - Key risk factors include deviations from CK Gold Project projections (grade, mining challenges, commodity prices, costs, permitting delays)[11](index=11&type=chunk) - Mining exploration and development risks encompass regulatory approvals, operational hazards, equipment breakdowns, and contractual disputes[11](index=11&type=chunk) - Other risks include global economic strength, competition, interest/inflation rate fluctuations, governmental regulations, geopolitical events, Nasdaq listing compliance, stock price volatility, funding ability, and cybersecurity threats[11](index=11&type=chunk) [PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the period [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with comprehensive notes detailing the company's financial position and performance for the period ended July 31, 2025 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's assets, liabilities, and equity as of July 31, 2025, and April 30, 2025 | Metric | July 31, 2025 | April 30, 2025 | Change | % Change | | :-------------------------------- | :-------------- | :------------- | :----- | :------- | | Cash | $11,349,811 | $8,168,767 | $3,181,044 | 38.94% | | Total current assets | $12,308,343 | $8,895,398 | $3,412,945 | 38.37% | | Total assets | $28,333,997 | $24,866,267 | $3,467,730 | 13.94% | | Total current liabilities | $984,972 | $879,953 | $105,019 | 11.96% | | Warrant liability | $- | $11,631,100 | $(11,631,100) | -100.00% | | Total long-term liabilities | $821,579 | $12,400,007 | $(11,578,428) | -93.37% | | Total liabilities | $1,806,551 | $13,279,960 | $(11,473,409) | -86.40% | | Total stockholders' equity | $26,527,446 | $11,586,307 | $14,941,139 | 128.96% | - The significant decrease in **warrant liability to $0** as of July 31, 2025, from **$11,631,100** at April 30, 2025, was due to the exercise and reclassification of warrants into additional paid-in capital[14](index=14&type=chunk)[70](index=70&type=chunk)[73](index=73&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss for the three months ended July 31, 2025, and 2024 | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | :------- | | Net revenues | $- | $- | $- | 0.00% | | Total operating expenses | $3,638,077 | $2,592,693 | $1,045,384 | 40.32% | | Loss from operations | $(3,638,077) | $(2,592,693) | $(1,045,384) | 40.32% | | Total other income (loss) | $1,560,578 | $(1,732,612) | $3,293,190 | -190.07% | | Net loss | $(2,077,499) | $(4,325,305) | $2,247,806 | -51.97% | | Net loss per common share, basic and diluted | $(0.15) | $(0.40) | $0.25 | -62.50% | | Weighted average common shares outstanding | 13,866,388 | 10,732,277 | 3,134,111 | 29.20% | - The company reported **no net revenues** for both periods, consistent with its development-stage status[15](index=15&type=chunk)[114](index=114&type=chunk) - Net loss significantly decreased by **51.97% to $(2,077,499)** in Q1 2026, primarily due to a positive change in the fair value of warrant liability, which was **$1,495,000** compared to **$(1,749,150)** in Q1 2025[15](index=15&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section outlines changes in the company's equity components, including common stock, additional paid-in capital, and accumulated deficit | Metric | April 30, 2025 | July 31, 2025 | Change | | :-------------------------------------------------- | :------------- | :------------ | :----- | | Common Stock Shares | 12,692,784 | 14,026,030 | 1,333,246 | | Common Stock Amount | $12,693 | $14,026 | $1,333 | | Additional Paid-in Capital | $104,980,837 | $121,998,142 | $17,017,305 | | Accumulated Deficit | $(93,407,223) | $(95,484,722) | $(2,077,499) | | Total Stockholders' Equity | $11,586,307 | $26,527,446 | $14,941,139 | - Total stockholders' equity increased by **$14,941,139**, or **128.96%**, primarily due to the reclassification of warrant liability into equity upon exercise (**$10,136,100**) and proceeds from common stock issuances for warrant and option exercises[17](index=17&type=chunk)[70](index=70&type=chunk) - Common stock shares outstanding increased by **1,333,246 shares**, driven by issuances for services, stock option exercises, and stock warrant exercises (including cashless exercises)[17](index=17&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the company's cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | | Net cash used in operating activities | $(3,315,172) | $(2,193,611) | $(1,121,561) | | Net cash provided by financing activities | $6,496,216 | $- | $6,496,216 | | Net increase/(decrease) in cash | $3,181,044 | $(2,193,611) | $5,374,655 | | Cash - end of period | $11,349,811 | $3,380,667 | $7,969,144 | - Net cash used in operating activities increased by **$1,121,561**, or **51.13%**, primarily due to an increase in non-cash items (change in fair value of warrant liability and stock-based compensation) and changes in operating assets and liabilities, despite a decrease in net loss[18](index=18&type=chunk)[122](index=122&type=chunk) - Net cash provided by financing activities was **$6,496,216** for the three months ended July 31, 2025, driven by proceeds from warrant exercises (**$6,483,012**) and stock option exercises (**$13,204**), compared to **$0** in the prior year period[18](index=18&type=chunk)[123](index=123&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [NOTE 1 — Organization and Description of Business](index=9&type=section&id=NOTE%201%20%E2%80%94%20Organization%20and%20Description%20of%20Business) This note describes the company's history, re-incorporation, name change, and its focus as a gold and precious metals exploration company - U.S. Gold Corp. (formerly Dataram Corporation) re-incorporated in Nevada in 2016 and changed its name in 2017 after merging with Gold King Corp., becoming a gold and precious metals exploration company[19](index=19&type=chunk) - The company owns mineral rights for the CK Gold Project (Wyoming), Keystone Project (Nevada), and Challis Gold Project (Idaho)[19](index=19&type=chunk) - The CK Gold Project has proven and probable mineral reserves and is classified as a development stage property, while other properties are exploratory[19](index=19&type=chunk)[20](index=20&type=chunk) [NOTE 2 — Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements, including estimates and revenue recognition - Financial statements are prepared in accordance with U.S. GAAP, requiring management estimates for items like mineral rights valuation, stock-based compensation, and warrant liability[21](index=21&type=chunk)[22](index=22&type=chunk) - Warrant liability for March 2022 and April 2023 warrants was estimated using a Monte Carlo simulation model with Level 3 unobservable inputs[26](index=26&type=chunk)[41](index=41&type=chunk) - The company expenses all mineral exploration costs as incurred; development costs are capitalized only after requisite operating permits, a favorable Feasibility Study, and Board approval[31](index=31&type=chunk)[34](index=34&type=chunk) - The company operates in one operating and reportable segment, focused on mineral property exploration and evaluation, with no commercial operations or revenues to date[50](index=50&type=chunk)[51](index=51&type=chunk) - Recent accounting pronouncements, ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Disaggregation of Income Statement Expenses), are being assessed for their potential impact on future financial statements[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 3 — Going Concern](index=15&type=section&id=NOTE%203%20%E2%80%94%20Going%20Concern) This note addresses the company's ability to continue operations, citing financial performance and the need for future funding - As of July 31, 2025, the company had **$11.3 million** in cash, **$11.3 million** in working capital, and an accumulated deficit of **$95.5 million**[56](index=56&type=chunk) - For the three months ended July 31, 2025, the company reported a net loss of **$2.1 million** and used **$3.3 million** in operating activities[56](index=56&type=chunk) - These factors, particularly the need for additional funds to advance projects beyond current permitting and engineering studies, raise substantial doubt about the company's ability to continue as a going concern for the next twelve months[56](index=56&type=chunk) [NOTE 4 — Mineral Rights](index=15&type=section&id=NOTE%204%20%E2%80%94%20Mineral%20Rights) This note details the carrying values of the company's mineral properties, including the CK Gold, Keystone, and Challis Gold Projects | Project | July 31, 2025 | April 30, 2025 | | :---------------- | :-------------- | :------------- | | CK Gold Project | $3,091,738 | $3,091,738 | | Keystone Project | $1,028,885 | $1,028,885 | | Challis Gold Project | $10,249,632 | $10,249,632 | | Total | $14,370,255 | $14,370,255 | [NOTE 5 — Property and Equipment](index=15&type=section&id=NOTE%205%20%E2%80%94%20Property%20and%20Equipment) This note presents the company's property and equipment, net of accumulated depreciation, for various asset categories | Category | July 31, 2025 | April 30, 2025 | | :-------------------- | :-------------- | :------------- | | Site costs | $203,320 | $203,320 | | Land | $352,718 | $352,718 | | Computer equipment | $9,924 | $9,924 | | Vehicle | $39,493 | $39,493 | | Total | $605,455 | $605,455 | | Less: accumulated depreciation | $(182,016) | $(173,580) | | Total Property, net | $423,439 | $431,875 | - Depreciation expense for the three months ended July 31, 2025, was **$8,436**, an increase from **$8,131** in the prior year period[60](index=60&type=chunk) [NOTE 6 — Asset Retirement Obligation](index=16&type=section&id=NOTE%206%20%E2%80%94%20Asset%20Retirement%20Obligation) This note outlines the company's asset retirement obligation, including the beginning balance, accretion expense, and ending balance | Metric | July 31, 2025 | April 30, 2025 | | :-------------------- | :-------------- | :------------- | | Balance, beginning of period | $338,421 | $307,657 | | Accretion expense | $8,479 | $30,764 | | Balance, end of period | $346,900 | $338,421 | - Accretion expense for the three months ended July 31, 2025, was **$8,479**, an increase from **$7,718** in the prior year period[61](index=61&type=chunk) [NOTE 7 – Operating Lease Right-of-Use Assets and Operating Lease Liabilities](index=16&type=section&id=NOTE%207%20%E2%80%93%20Operating%20Lease%20Right-of-Use%20Assets%20and%20Operating%20Lease%20Liabilities) This note details the company's operating lease assets and liabilities, including lease term and borrowing rate - The company extended two facility leases in Cheyenne, Wyoming, through amendments in January 2025 and June 2025, resulting in adjustments to right-of-use assets and lease liabilities[62](index=62&type=chunk)[63](index=63&type=chunk) | Metric | July 31, 2025 | April 30, 2025 | | :-------------------------------- | :-------------- | :------------- | | Operating lease right-of-use asset | $97,631 | $34,410 | | Operating lease liabilities, current portion | $53,438 | $34,410 | | Operating lease liabilities, long term portion | $44,193 | $- | | Total lease liability | $97,631 | $34,410 | - The weighted average remaining lease term is **1.79 years**, and the weighted average incremental borrowing rate is **9.56%** as of July 31, 2025[65](index=65&type=chunk) | Fiscal Year | Minimum Lease Payments | | :-------------------------- | :--------------------- | | Year ended April 30, 2026- remainder | $48,948 | | Year ended April 30, 2027 | $43,200 | | Year ended April 30, 2028 | $14,400 | | Total | $106,548 | | Less: imputed interest | $(8,917) | | Total present value of lease liability | $97,631 | [NOTE 8 — Related Party Transactions](index=17&type=section&id=NOTE%208%20%E2%80%94%20Related%20Party%20Transactions) This note discloses transactions with related parties, including consulting agreements and compensation arrangements - The company entered into a consulting agreement with Norman Consulting, an entity controlled by director Luke Norman, for investor and strategic introductions[67](index=67&type=chunk) - Compensation includes an annual consulting fee of **$250,000**, payments for 'transformative transactions,' and past services compensation of **19,779 restricted shares** and a **$65,000 cash payment**[67](index=67&type=chunk) - During the three months ended July 31, 2025, the company paid **$62,500** in cash consulting fees and recorded **$58,581** in accounts payable and accrued expenses to Norman Consulting[67](index=67&type=chunk) [NOTE 9 — Warrant Liability](index=18&type=section&id=NOTE%209%20%E2%80%94%20Warrant%20Liability) This note explains the classification and valuation of warrant liabilities, including their reclassification upon exercise - As of July 31, 2025, the company's warrant liabilities were **$0**, down from **$11,631,100** at April 30, 2025[68](index=68&type=chunk)[73](index=73&type=chunk) - Warrants issued in March 2022 and April 2023 were classified as liabilities due to a net cash settlement clause upon a 'fundamental transaction,' precluding equity treatment[68](index=68&type=chunk)[71](index=71&type=chunk) - The fair value of these warrants was estimated using a Monte Carlo Simulation model with Level 3 unobservable inputs[69](index=69&type=chunk) - In May 2025, upon exercise of **870,000 warrants** for cash and **625,000 warrants** via cashless exercise, the fair value of the warrant liability (**$10,136,100**) was reclassified into additional paid-in capital[70](index=70&type=chunk)[71](index=71&type=chunk)[73](index=73&type=chunk) [NOTE 10 — Stockholders' Equity](index=19&type=section&id=NOTE%2010%20%E2%80%94%20Stockholders'%20Equity) This note details changes in stockholders' equity, including common and preferred shares, stock option, and warrant activity - As of July 31, 2025, authorized capital included **200,000,000 common shares** and **50,000,000 preferred shares**, with no preferred shares outstanding[74](index=74&type=chunk)[75](index=75&type=chunk) - In May, June, and July 2025, the company issued **1,300,384 common shares** from warrant exercises, generating approximately **$6,483,012** in proceeds, and **260,071 shares** from cashless warrant exercises[76](index=76&type=chunk)[77](index=77&type=chunk) - Stock option exercises in May 2025 resulted in the issuance of **1,726 common shares** for **$13,204** and **1,016 shares** from cashless exercises[78](index=78&type=chunk) - Total stock-based compensation expense for awards issued for services was **$55,267** for the three months ended July 31, 2025, significantly up from **$9,375** in the prior year[82](index=82&type=chunk) | Metric | July 31, 2025 | April 30, 2025 | | :----------------------------------- | :-------------- | :------------- | | Stock Options Outstanding | 450,991 | 458,670 | | Options Exercisable | 386,428 | N/A | | Aggregate Intrinsic Value of Options Outstanding | $1,521,954 | $1,886,016 | | Stock Warrants Outstanding | 2,780,060 | 4,443,444 | | Warrants Exercisable | 2,780,060 | 4,443,444 | | Aggregate Intrinsic Value of Warrants Outstanding | $8,452,069 | N/A | [NOTE 11 — Net Loss Per Common Share](index=22&type=section&id=NOTE%2011%20%E2%80%94%20Net%20Loss%20Per%20Common%20Share) This note presents the basic and diluted net loss per common share and the weighted average shares outstanding | Metric | July 31, 2025 | July 31, 2024 | | :----------------------------------- | :-------------- | :------------- | | Net loss per common share, basic and diluted | $(0.15) | $(0.40) | | Weighted average common shares outstanding | 13,866,388 | 10,732,277 | - Basic and diluted net loss per share was **$(0.15)** for the three months ended July 31, 2025, an improvement from **$(0.40)** in the prior year[15](index=15&type=chunk) | Anti-Dilutive Securities | July 31, 2025 | July 31, 2024 | | :------------------------- | :-------------- | :------------- | | Restricted and deferred stock units | 586,461 | 433,475 | | Stock options | 450,991 | 192,750 | | Stock warrants | 2,780,060 | 4,288,949 | | Total | 3,817,512 | 4,915,174 | - All dilutive securities were excluded from the computation of diluted shares outstanding due to the company's net loss[90](index=90&type=chunk) [NOTE 12 — Commitments and Contingencies](index=22&type=section&id=NOTE%2012%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines the company's contractual obligations, including mining lease payments, royalty agreements, and legal proceedings - The CK Gold Project involves two Wyoming mining leases (0-40828 and 0-40858), renewed for ten-year terms in February 2023 and February 2024, respectively, requiring annual payments of **$3.00 per acre**[92](index=92&type=chunk)[93](index=93&type=chunk) - Production royalties of **2.1% of net receipts** are required for the Wyoming Mining Leases, with potential for reduction by the Board of Land Commissioners[94](index=94&type=chunk) | Fiscal Year | Mining Lease Payments | | :-------------------------- | :-------------------- | | Fiscal 2026 | $3,360 | | Fiscal 2027 | $3,360 | | Fiscal 2028 | $3,360 | | Fiscal 2029 | $3,360 | | Fiscal 2030 | $3,360 | | Fiscal 2031 and thereafter | $8,160 | | Total | $24,960 | - The Challis Gold Project option agreement requires annual advance minimum royalty payments of **$25,000**, with **$25,000** paid in June 2025 for fiscal year 2026[97](index=97&type=chunk)[98](index=98&type=chunk) - An Exploration Access and Option to Lease Agreement for a Laramie County, Wyoming property requires annual payments of **$10,000** for access rights and **$35,780** for the lease option, totaling **$42,340 annually**[99](index=99&type=chunk) - The company has no material pending legal proceedings[103](index=103&type=chunk) [NOTE 13 — Subsequent Events](index=24&type=section&id=NOTE%2013%20%E2%80%94%20Subsequent%20Events) This note discloses significant events that occurred after the reporting period, including warrant exercises and equity offerings - In August 2025, the company issued **231,665 common shares** from warrant exercises, generating approximately **$1,407,450** in proceeds, and **50,083 shares** from cashless warrant exercises[105](index=105&type=chunk) - During August and September 2025, the company issued **38,541 common shares** through a Controlled Equity Offering Sales Agreement, raising approximately **$523,275** in gross proceeds[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, liquidity, and capital resources for the three months ended July 31, 2025, highlighting key operational activities, expense changes, and the ongoing going concern assessment - The company is a gold and precious metals exploration company, with the CK Gold Project in a development stage and other properties in exploratory stages[111](index=111&type=chunk) - Key activities for the quarter included advancing engineering studies for a feasibility study, enhancing understanding of the Keystone Project, and preparing an exploration Plan of Operation for the Challis Gold Project[112](index=112&type=chunk) - The company engaged Mr. Ken Murray of Captrics Consulting and contracted Micon International Limited and Halyard Inc. to manage and conduct the next phase of engineering for the CK Gold Project[113](index=113&type=chunk) - U.S. Gold Corp. was added to the Russell 3000 and Russell 2000 Indexes effective June 30, 2025[113](index=113&type=chunk) Operating Expenses and Net Loss Comparison (Q1 2026 vs. Q1 2025) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :----- | :------- | | Total operating expenses | $3,638,000 | $2,593,000 | $1,045,000 | 40.30% | | Loss from operations | $(3,368,000) | $(2,593,000) | $(775,000) | 29.89% | | Other income (loss) | $1,561,000 | $(1,733,000) | $3,294,000 | -190.00% | | Net loss | $(2,077,000) | $(4,325,000) | $2,248,000 | -51.98% | - The increase in operating expenses was driven by higher compensation (**$88,222**), professional and consulting fees (**$796,000**, including strategic, permitting, engineering, legal, and accounting fees), and general and administrative expenses (**$598,000**, mainly advertising), partially offset by a decrease in exploration expenses (**$437,000**)[115](index=115&type=chunk) Liquidity and Working Capital (July 31, 2025 vs. April 30, 2025) | Metric | July 31, 2025 | April 30, 2025 | Increase (decrease) | | :---------------- | :-------------- | :------------- | :------------------ | | Current Assets | $12,308,343 | $8,895,398 | $3,412,945 | | Current Liabilities | $984,972 | $879,953 | $105,019 | | Working Capital | $11,323,371 | $8,015,445 | $3,307,926 | - The company's cash position of **$11.35 million** and working capital of **$11.32 million** as of July 31, 2025, may be sufficient for corporate activities and current project studies for the next twelve months, but additional funds are required to advance projects further, raising substantial doubt about its going concern ability[121](index=121&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, U.S. Gold Corp. is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing disclosures about market risk as it qualifies as a smaller reporting company[127](index=127&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of July 31, 2025, and reported no material changes in internal control over financial reporting during the period - The company's disclosure controls and procedures were deemed effective at a reasonable assurance level as of July 31, 2025[128](index=128&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended July 31, 2025[129](index=129&type=chunk) [PART II – OTHER INFORMATION](index=29&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and other relevant information [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any material pending legal proceedings to which it is a party or of which its property is the subject - There are no material pending legal proceedings involving the company or its property[131](index=131&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, U.S. Gold Corp. is not required to include specific risk factor disclosures under this item in its Form 10-Q - The company is exempt from providing specific risk factor disclosures in this report due to its status as a smaller reporting company[132](index=132&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) There were no unregistered sales of equity securities during the fiscal quarter ended July 31, 2025, that had not been previously reported - No unregistered sales of equity securities occurred during the quarter that were not previously reported on a Form 8-K[133](index=133&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[134](index=134&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company's properties and operations were not subject to regulation by the Mine Safety and Health Administration (MSHA) during the three months ended July 31, 2025, thus no mine safety disclosures are required - The company's operations were not subject to MSHA regulation during the quarter, therefore no mine safety disclosures are required[135](index=135&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during the quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or executive officers during the three months ended July 31, 2025[136](index=136&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including amendments to warrant agreements, equity offering sales agreements, and certifications - Exhibits include Form of Amendment No. 1 to Warrant Agreement, Controlled Equity Offering Sales Agreement, and Rule 13a-14(a) and Section 1350 Certifications[137](index=137&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 For the transition period from to Commission File Number: 1-4488 MESABI TRUST (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) New York 13-6022277 (I.R.S. Employer Identification No.) c/o Deutsche ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED August 5, 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 No. 001-35664 Dave & Buster's Entertainment, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2382255 1221 S. Belt Line Rd., Su ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 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: 001-33417 OCEAN POWER TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdic ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ________ to ________ Commission File Number: 01-41423 CONNEXA SPORTS TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 61-1789640 (State o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ________ to ________ Commission File Number: 01-41423 CONNEXA SPORTS TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 61-1789640 (State o ...

Other Highlights "I am deeply honored to take the helm and collaborate with this talented team to drive innovation, growth, and the company's next chapter," said Tarun Lal, Chief Executive Officer. "We operate strong brands, with an exceptional business model across a unique national footprint. In my first several weeks, I've visited stores across the nation and witnessed firsthand the pride and dedication of our teams and how much our customers love us. My immediate focus is clear: reinforce our guest-firs ...

PART I [Cautionary Note on Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20on%20Forward-Looking%20Statements) The Annual Report contains forward-looking statements subject to significant risks and uncertainties, with actual results potentially differing materially - The report contains **forward-looking statements** regarding strategy, future operations, financial position, revenue, costs, and market growth, which are subject to known and unknown risks and uncertainties[22](index=22&type=chunk) - **Key areas** of forward-looking statements include goals and growth strategies, market acceptance, future business development, FDA review of products, manufacturing capabilities, supplier relationships, regulatory effects, competition, market trends, supply chain issues, and the development of cannabis vaping markets[23](index=23&type=chunk) - Actual results or events could **differ materially** from expectations due to various factors, many beyond the company's control, and the company does not undertake to publicly update these statements unless required by law[24](index=24&type=chunk)[25](index=25&type=chunk) [Summary Risk Factors](index=6&type=section&id=Summary%20Risk%20Factors) This section overviews material risks, including regulatory challenges, conflicts of interest, product defects, geopolitical events, and market volatility - Risks related to the business and industry include **adverse effects from existing and new regulations** on nicotine vaping, restrictions on cannabis vapor products, **conflicts of interest** due to the co-CEO's majority ownership in the company and its primary supplier, **difficulties in marketing nicotine products** in the U.S. without PMTA approvals, and **potential long-term health risks** associated with vaping[29](index=29&type=chunk) - Additional business risks involve **product defects**, **global political events and tariffs**, inherent industry uncertainties, misuse of products, **significant reliance on one customer**, and **cybersecurity incidents** or data protection failures[29](index=29&type=chunk) - Risks related to the common stock include **potential patent expirations or challenges**, **inability to manage growth**, **dependence on key personnel**, economic downturns, potential subjection to PRC laws, failure to collect accounts receivable, **delisting from Nasdaq**, and **stock price volatility**[31](index=31&type=chunk) [Business](index=8&type=section&id=Item%201.%20Business) Ispire designs, markets, and distributes vaping hardware for nicotine and cannabis globally, leveraging proprietary coil technologies and an ODM model, with manufacturing in Malaysia and a focus on age-gating innovation [Overview](index=8&type=section&id=Overview) Ispire develops superior vaping products for adult consumers in nicotine and cannabis sectors, utilizing proprietary coil technologies like BDC, BVC, DuCore™, and Ispire ONE™ for enhanced safety and experience - Ispire Technology Inc. focuses on delivering **superior vaping products** for adult consumers, emphasizing **risk reduction and R&D** in both nicotine and cannabis sectors[32](index=32&type=chunk)[33](index=33&type=chunk) - The company markets **nicotine products globally under the 'Aspire' brand** and is expanding internationally with 'Ispire' platform products via licensing. **Cannabis vaping hardware** is sold in the US, Canada, and South Africa under the 'Ispire' brand, primarily on an **Original Design Manufacturer (ODM) basis**[34](index=34&type=chunk)[35](index=35&type=chunk) - Key proprietary technologies include **BDC** (bottom dual coil) for enhanced flavor and vapor, **BVC** (bottom vertical coil) for uniform heating and coil longevity, Cleito tank for maximized airflow, and **DuCore™ (Dual Coil)** for cannabis vaporizers to prevent burning and leakage[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - In June 2023, Ispire introduced **Ispire ONE™ technology** to address manufacturing issues like capping, improve consistency, eliminate leaking/overheating, and **enhance consumer safety** through factory-sealed devices[40](index=40&type=chunk) [Acquisition of Our Business from a Related Party](index=9&type=section&id=Acquisition%20of%20Our%20Business%20from%20a%20Related%20Party) Ispire was formed in June 2022, acquiring key businesses from Aspire Global Inc. in a related-party restructuring, with co-CEO Tuanfang Liu holding majority ownership in both Ispire and its primary supplier, Shenzhen Yi Jia - Ispire Technology Inc. was **formed in June 2022** and **acquired Aspire North America LLC and Aspire Science and Technology Limited** from Aspire Global Inc. on July 29, 2022, as part of a restructuring[45](index=45&type=chunk) - Tuanfang Liu, co-CEO and chairman, and his wife, Jiangyan Zhu, beneficially own a majority of Ispire's common stock (**58.1%** and **4.4%** respectively) and Aspire Global's shares (**66.5%** and **5.0%** respectively), establishing a related-party relationship[47](index=47&type=chunk) - The company primarily purchases e-cigarette and cannabis vaping hardware from Shenzhen Yi Jia, which is **95% owned by Tuanfang Liu**, under agreements ensuring market prices no less favorable than those offered to other customers[48](index=48&type=chunk) - **Intellectual property for cannabis vaping products was transferred** to Aspire North America, while Aspire Science received a perpetual, royalty-free, **exclusive license for tobacco vaping product IP** worldwide (excluding PRC and Russia)[49](index=49&type=chunk)[50](index=50&type=chunk) [Matters Relating to PRC Laws](index=10&type=section&id=Matters%20Relating%20to%20PRC%20Laws) Ispire operates outside mainland China, but acknowledges the risk that PRC laws could extend to its Hong Kong subsidiary, potentially impacting its financial condition - Ispire's operations are in Hong Kong, the United States, and Malaysia, with **no employees, assets, or funds in mainland China**. The company does not believe it is **subject to PRC Laws** applicable to mainland Chinese companies[51](index=51&type=chunk) - There is a **risk that PRC laws and regulations could become applicable** to its Hong Kong subsidiary, potentially leading to **adverse impacts** on financial condition and operations[52](index=52&type=chunk) [Our Corporate Organization](index=10&type=section&id=Our%20Corporate%20Organization) Ispire Technology Inc., a Delaware corporation, operates through various subsidiaries globally, including Aspire North America, Aspire Science, and Ispire Malaysia, engaged in R&D, manufacturing, and sales - Ispire Technology Inc. is a **Delaware corporation**, incorporated on June 13, 2022, with **operating subsidiaries** including Aspire North America, Aspire Science, Ispire International, Ispire Malaysia Sdn Bhd, Ispire Global Products LLC, Aspire AME Electronic Cigarettes Trading LLC, Magellan Trading LLC, and Ispire Products UK LTD[53](index=53&type=chunk)[96](index=96&type=chunk) Company and Subsidiaries as of June 30, 2025 | Name of Entity | Date of Organization | Place of Organization | % of Ownership | Principal Activities | | :--- | :--- | :--- | :--- | :--- | | Ispire Technology Inc. | June 13, 2022 | Delaware | Parent Company | Holding Company | | Ispire International | July 6, 2022 | BVI | 100% | Holding Company | | Aspire North America | February 22, 2020 | California | 100% | Research and Development, Sales and Marketing | | Aspire Science | December 9, 2016 | Hong Kong | 100% | Sales and Marketing | | Ispire Malaysia | August 2, 2023 | Malaysia | 100% | Manufacturing, Sales and Marketing | | Ispire Global Products LLC | January 19, 2024 | Delaware | 100% | Sales and Marketing | | Aspire AME Electronic Cigarettes Trading LLC | July 19, 2024 | UAE | 100% | Sales and Marketing | | Magellan Trading LLC | October 1, 2024 | California | 100% | Operations and Logistics | | Ispire Products UK LTD | January 9, 2025 | England and Wales | 100% | Sales and Marketing | [Our Strategy](index=12&type=section&id=Our%20Strategy) Ispire's growth strategy focuses on expanding sales, continuous R&D in vaporizer technology, pursuing M&A, growing OEM/ODM business, and developing age-gating innovations to prevent youth usage - The company's **multi-prong growth strategy** includes increasing sales to existing customers, **expanding distributor networks** and regions for e-cigarettes, and **penetrating Canadian and European cannabis markets** as legalization progresses[57](index=57&type=chunk)[58](index=58&type=chunk) - Core to its strategy is **continuous R&D**, focusing on **technology leadership** in vaporizers, including medical and recreational cannabis products, and utilizing online forums for customer feedback[59](index=59&type=chunk)[60](index=60&type=chunk) - Ispire plans to **pursue M&A and strategic relationships** to enhance technological human resources and product portfolios, and to **develop manufacturing capabilities**, initially focusing on assembly[61](index=61&type=chunk)[62](index=62&type=chunk) - Expansion of OEM and ODM business for both cannabis and e-cigarette products is a key growth area, with OEM/ODM sales accounting for **40.2% of e-cigarette revenue in FY2025**, up from **25.9% in FY2024**[63](index=63&type=chunk) - The company is actively pursuing **technological innovations to prevent youth usage**, including its IKE Tech LLC joint venture for point-of-use age-gating technology for e-cigarettes[65](index=65&type=chunk) [Our Products](index=13&type=section&id=Our%20Products) Ispire develops and sells branded and OEM/ODM nicotine and cannabis vaping products, featuring proprietary technologies like BDC, BVC, DuCore™, Ispire ONE™, and G-Mesh for enhanced performance and safety - Ispire develops and sells **branded and OEM/ODM nicotine vaping systems** and components (cartridges, batteries) globally, excluding the US, PRC, and Russia, for adult users[66](index=66&type=chunk) - The product lines include **'open system' devices** (tanks, battery mods, refillable by consumers, e.g., Nautilus, Zestquest) and **'closed system' devices** (pre-filled cartridges, rechargeable/disposable, e.g., BRKFST), with **closed systems becoming dominant**[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - Proprietary technologies include **BDC** (bottom dual coil) for expanded heating and flavor, **BVC** (bottom vertical coil) for uniform heating and coil longevity, and **Cleito tank** for maximized airflow[70](index=70&type=chunk)[71](index=71&type=chunk) - Ispire's **cannabis vaping products**, introduced in December 2020, utilize **patented DuCore™ (Dual Coil) technology** for large vapor plumes without burning oil, best-in-class airflow/taste, and leakage elimination. These are hardware-only, designed for customers to fill with cannabis oil[74](index=74&type=chunk) - **Ispire ONE™ technology** (June 2023) aims to eliminate capping issues, increase consistency, prevent leaking/overheating, and **improve consumer safety** through factory-sealed devices[75](index=75&type=chunk) - New **G-Mesh technology**, marketed under 'Silica Series,' uses porous glass and interlocking mesh coils for **improved nicotine uptake, superior flavor**, and reduced ceramic dust risk[76](index=76&type=chunk) [Sales and Distribution](index=15&type=section&id=Sales%20and%20Distribution) Ispire distributes e-cigarettes globally through over 150 distributors and sells cannabis vapor products directly to brands on an ODM basis, with a significant portion of revenue from a single major distributor - Most e-cigarette revenue comes from sales to over **150 distributors in more than 30 countries**, primarily Europe and Asia Pacific (excluding PRC). OEM/ODM sales for e-cigarettes increased to **40.2% of revenue in FY2025** from **25.9% in FY2024**, with a major OEM contract secured in May 2024 expected to boost FY2026 revenue[42](index=42&type=chunk)[44](index=44&type=chunk)[77](index=77&type=chunk) - Cannabis vapor products are mainly sold directly to other cannabis vaping brands on an **ODM basis**, with Ispire's brand sometimes included. The company **does not sell cannabis or hemp oil**[77](index=77&type=chunk)[80](index=80&type=chunk) - The largest distributor, Your-Buyer International Limited (UK and France), accounted for **25.7% of revenue in FY2025** and **30.0% in FY2024**. No other single customer accounted for **10% or more of revenue**[81](index=81&type=chunk) - **Sales channels** include wholesalers, retail outlets (grocery, convenience, tobacco stores), and online platforms operated by distributors. Ispire supports **marketing through websites, social media, SEO, email campaigns, and influencer marketing**, targeting adult consumers[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) [Source of Supply](index=16&type=section&id=Source%20of%20Supply) Ispire primarily sources vaping products from related-party Shenzhen Yi Jia but is expanding its own manufacturing capabilities in Malaysia to diversify supply and enhance quality control - A **majority of e-cigarette and cannabis vaping products are purchased from Shenzhen Yi Jia**, a related party (**95% owned by co-CEO Tuanfang Liu**), under agreements ensuring market prices and warranty responsibility[88](index=88&type=chunk) - The company commenced manufacturing operations in Malaysia in February 2024 with **6 production lines**, focusing on component assembly. Plans include expanding to up to **70 new lines** at a second Malaysian facility within **12 months** to diversify supply[41](index=41&type=chunk)[89](index=89&type=chunk) - **Quality control is a crucial part** of the manufacturing process, involving supplier visits, annual inspections, and employing qualified personnel[90](index=90&type=chunk) [Warranties](index=16&type=section&id=Warranties) Ispire passes on 90-day manufacturer warranties from its supplier to customers, with immaterial claims to date, thus no warranty liability is recognized - Ispire **passes on warranties** from Shenzhen Yi Jia to its customers, covering repair or replacement for manufacturer defects. Warranty periods are generally **90 days**, with **six months** for the UK and France[91](index=91&type=chunk) - Customers are required to test hardware with their oils to minimize performance issues. Warranty claims have been **immaterial**, so **no warranty liability** has been deemed necessary[91](index=91&type=chunk) [Research and Development](index=17&type=section&id=Research%20and%20Development) Ispire has established its own R&D team, led by Chairman Tuanfang Liu, focusing on cannabis vaping products and developing patented dual-coil and self-sealing technologies - Historically, R&D was conducted by Shenzhen Yi Jia, but Ispire has **established its own R&D team**, primarily in Los Angeles, headed by Chairman Tuanfang Liu, **focusing on cannabis vaping products**[92](index=92&type=chunk)[93](index=93&type=chunk) - Recent R&D efforts include the Ispire cannabis vaping system, **patented dual-coil technology**, **self-sealing technology**, and a **closed system for e-cigarettes** designed to prevent oil leakage[93](index=93&type=chunk) [IKE Tech LLC Joint Venture](index=17&type=section&id=IKE%20Tech%20LLC%20Joint%20Venture) Aspire North America formed IKE Tech LLC in April 2024 to develop age-verification solutions for vapor devices, with IKE submitting a 'component' PMTA for its age-gating system accepted by the FDA in May 2025 - Aspire North America LLC entered a **joint venture, IKE Tech LLC**, in April 2024, focused on developing, licensing, owning, and operating an industry-standard **age-verification solution** for vapor devices[94](index=94&type=chunk) - IKE plans to submit **PMTA applications for age-gated e-cigarettes** with characterizing flavors, geo-fencing, blockchain technology for authentication, and biometric identity platforms[94](index=94&type=chunk) - IKE submitted a 'component' PMTA for its age-gating system in April 2025, which was **accepted by the FDA in May 2025**, and is actively pursuing age-gating mandates globally[95](index=95&type=chunk)[96](index=96&type=chunk) [Intellectual Property](index=18&type=section&id=Intellectual%20Property) Ispire holds over 200 patents, primarily utility patents for atomizer and heating coil technologies, with cannabis-related IP transferred to Aspire North America and tobacco-related IP exclusively licensed to Aspire Science - Ispire's intellectual property, primarily developed by Tuanfang Liu, includes over **200 patents** in various jurisdictions. **Cannabis-related IP has been transferred** to Aspire North America, while **tobacco-related IP is exclusively licensed** to Aspire Science worldwide (excluding PRC and Russia)[97](index=97&type=chunk)[100](index=100&type=chunk) - **Utility patents** form the core IP, focusing on atomizer, heating coil, and battery technologies for enhanced functionality and user experience. **Design patents** cover visual aspects of products[98](index=98&type=chunk)[99](index=99&type=chunk) - Patents began expiring in **2022**, with the last set to expire in **2045**. The company intends to seek further patent protection for new developments[100](index=100&type=chunk) - **Trademark registrations** for 'Ispire' and other product marks (e.g., CLEITO, NAUTILUS) are held by Shenzhen Yi Jia and have been assigned or exclusively licensed to Ispire's subsidiaries[102](index=102&type=chunk) [Competition](index=19&type=section&id=Competition) The e-cigarette market is highly competitive with over 50 companies, while the cannabis vapor market is developing, with Ispire's success dependent on continuous innovation and anticipating consumer demand - The e-cigarette market is **highly competitive with over 50 companies**, including major players like Smoore International Holdings Limited. The **cannabis vapor market is developing**, primarily in the US, with emerging markets in Canada and Europe[106](index=106&type=chunk)[108](index=108&type=chunk) - Competition is driven by **technological innovation, design, and evolving consumer preferences**. Ispire's success depends on its ability to **anticipate market demand and develop cutting-edge products**[107](index=107&type=chunk) [Seasonality](index=19&type=section&id=Seasonality) Seasonality does not materially affect the company's business or results of operations - Seasonality does **not materially affect** the company's business or results of operations[109](index=109&type=chunk) [Human Capital](index=19&type=section&id=Human%20Capital) As of September 4, 2025, Ispire had 81 employees across operations, management, sales, and R&D, maintaining good employee relations without labor unions - As of September 4, 2025, Ispire had **81 employees**: **21 in operations**, **46 in general management**, **9 in sales and marketing**, and **5 in R&D**. The company values talent management, health and safety, and fair employment practices[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - The company maintains **good employee relations**, with **no labor unions**, and uses labor contracts and IP agreements for key personnel[115](index=115&type=chunk) [Insurance](index=20&type=section&id=Insurance) Ispire's insurance coverage aligns with industry standards, though Aspire Science lacks product liability insurance - Ispire's insurance coverage is **consistent with industry standards**, though **Aspire Science lacks product liability insurance**[116](index=116&type=chunk) [Legal Proceedings](index=20&type=section&id=Legal%20Proceedings) The company is not currently involved in any legal or regulatory proceedings that would materially adversely affect its business or financial condition - The company is **not currently a party to any legal or regulatory proceedings**, investigations, or claims that management believes would have a **material adverse effect** on its business, financial condition, or results of operations[117](index=117&type=chunk) [Regulation](index=20&type=section&id=REGULATION) Ispire navigates complex and evolving regulations for ENDS and cannabis products in the US, Europe, and UK, including PMTA requirements, PACT Act restrictions, and age-gating initiatives, while also complying with Malaysian manufacturing laws and global data protection - In the United States, ENDS products require **Premarket Tobacco Product Applications (PMTAs)** for market authorization. Ispire filed a PMTA for its **Nautilus Prime products**, which are currently the only ones it can sell in the US. The **PACT Act**, amended in **2020**, applies to all vaping products (nicotine and cannabis), imposing restrictions on mailing and requiring reporting, making sales more difficult[119](index=119&type=chunk)[122](index=122&type=chunk)[124](index=124&type=chunk) - Ispire believes its **IKE age-gating technology** may enable approval for ENDS products with characterizing flavors, with a 'component' PMTA **accepted by the FDA in May 2025**[130](index=130&type=chunk) - Cannabis vaping products are governed by **varying state laws**; federal law still prohibits non-hemp cannabis. Ispire relies on exemptions by not selling into prohibition states and limiting sales to licensed cannabis businesses[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - **European regulations (TPD)** impose strict rules on e-cigarette product information, advertising, safety, and presentation. The sale of recreational cannabis vaping products is **largely illegal in the EU**, though a market is developing in some countries like Germany[135](index=135&type=chunk)[136](index=136&type=chunk) - The **UK's TRPR** sets minimum standards for e-cigarettes and e-liquids, restricting tank capacity, nicotine volume/strength, and requiring child-resistant packaging and MHRA notification. **Disposable e-cigarettes were banned on April 1, 2025**, and the **Tobacco and Vapes Bill proposes further restrictions**, including a vape advertisement ban[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - Ispire's **Malaysian manufacturing facility must comply** with local laws, including obtaining regulatory approvals and licenses for nicotine product export, with a **temporary license received in May 2025**[149](index=149&type=chunk) - The company is subject to **evolving privacy and data protection laws** (e.g., CCPA, GDPR) due to potential public interaction and internet sales, with **non-compliance risking enforcement actions, litigation, and reputational damage**[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks, including substantial financial losses, stringent regulations, conflicts of interest, product liability, intense competition, growth management, key personnel retention, and global economic and cybersecurity threats - The company sustained significant net losses of **$39.2 million in FY2025** and **$14.8 million in FY2024**, with no assurance of future profitability[162](index=162&type=chunk) - Existing and new regulations in the nicotine vaping industry, including PMTA requirements and flavor bans, have **materially and adversely affected business operations**, leading to the decision **not to market nicotine products in the US until PMTA approvals are secured**[163](index=163&type=chunk)[164](index=164&type=chunk)[176](index=176&type=chunk) - Cannabis vapor products face **complex state and federal regulations**, including the PACT Act's shipping restrictions and potential rescheduling of cannabis, which could **negatively impact sales and compliance obligations**[167](index=167&type=chunk)[168](index=168&type=chunk)[184](index=184&type=chunk) - A significant conflict of interest exists because co-CEO Tuanfang Liu and his wife beneficially own **62.5% of Ispire's common stock** and Mr. Liu owns **95% of Shenzhen Yi Jia**, the company's majority supplier, potentially influencing decisions to the detriment of minority shareholders[173](index=173&type=chunk)[175](index=175&type=chunk) - The company is exposed to **product liability claims and user complaints** due to potential long-term health risks of vaping, product defects, and the non-uniform quality of cannabis oil, which could lead to **significant costs, reputational damage, and business loss**[186](index=186&type=chunk)[188](index=188&type=chunk)[190](index=190&type=chunk)[193](index=193&type=chunk)[199](index=199&type=chunk) - **Intense competition** in both nicotine and cannabis vaping markets, coupled with the need for timely product innovation and effective growth management, poses **risks to market share and profitability**[207](index=207&type=chunk)[221](index=221&type=chunk)[235](index=235&type=chunk) - Reliance on a single major customer (**25.7% of FY2025 revenue**) and a related-party supplier (**91% of FY2025 purchases**) creates **concentration risks**. Failure to collect accounts receivable, particularly from US cannabis operators facing economic headwinds, could **adversely affect liquidity**[219](index=219&type=chunk)[249](index=249&type=chunk)[106](index=106&type=chunk) - Other risks include global economic volatility, tariffs (e.g., **30% on Chinese imports**, **19% on Malaysian imports**), **cybersecurity incidents**, potential infringement of intellectual property, and the **inability to retain key management and skilled employees**[220](index=220&type=chunk)[230](index=230&type=chunk)[232](index=232&type=chunk)[236](index=236&type=chunk) [Unresolved Staff Comments](index=49&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments from the SEC [Cybersecurity](index=49&type=section&id=Item%201C.%20Cybersecurity) Ispire recognizes cybersecurity as a significant risk, with a dedicated committee and Audit Committee oversight, and no material threats reported to date - Cyberattacks pose a **significant threat** to Ispire's operations and confidential information, with potential for **business disruption, reputational damage, financial obligations, and regulatory penalties**[261](index=261&type=chunk)[262](index=262&type=chunk) - The company has a **Cybersecurity Committee** (CFO, CLO, Controller, Head of HR) for **day-to-day risk management**, incident response, vendor risk oversight, and policy compliance. Cybersecurity training is planned for all employees[264](index=264&type=chunk)[265](index=265&type=chunk) - The **Audit Committee oversees** the company's cybersecurity risk assessment and management, receiving **regular updates** from the Cybersecurity Committee[266](index=266&type=chunk) - As of the report date, Ispire is **not aware of any cybersecurity threats that have materially affected** or are reasonably likely to materially affect its business, strategy, results of operations, or financial condition[267](index=267&type=chunk) [Properties](index=50&type=section&id=Item%202.%20Properties) Ispire leases approximately **205,391 square feet** for its headquarters, offices, manufacturing, and storage in Los Angeles, Hong Kong, and Malaysia - Ispire's headquarters, offices, manufacturing, and storage facilities are leased, totaling approximately **205,391 square feet** across Los Angeles, CA, Hong Kong, and Senai, Johor, Malaysia[268](index=268&type=chunk)[269](index=269&type=chunk) Leased Real Property Information | Location | Square Feet | Current Annual Rent ($) | Expiration Date | | :--- | :--- | :--- | :--- | | 1410 Abbot Kinney Blvd., PH 1, Venice, CA 90291 | 4,121 | 388,000 | June 30, 2026 | | 19700 Magellan Dr, Los Angeles, CA 90502 | 37,100 | 872,719 | July 31, 2027 | | 55 King Yip Street, King Palace Plaza, Floor 31, Suite J, Kwun Tong, Hong Kong | 1,850 | 81,323 | July 14, 2027 | | No. 16, Jalan I-Park SAC 3, Taman Perindustrian I-Park SAC, 81400 Senai, Johor, Malaysia | 31,000 | 127,076 | August 17, 2026 | | Lot 210, Jalan Seelong, 81400 Senai, Johor, Malaysia | 131,320 | 594,401 | March 16, 2030 | [Legal Proceedings](index=50&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any legal or regulatory proceedings that would materially adversely affect its business or financial condition - Ispire is **not a party to, nor aware of, any legal or regulatory proceedings**, investigations, or claims likely to have a **material adverse effect** on its business, financial condition, or results of operations[270](index=270&type=chunk) [Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Ispire Technology Inc. PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=51&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Ispire's Common Stock trades on Nasdaq under 'ISPR', with **16 holders of record** as of September 15, 2025, and no dividends paid, focusing on retaining earnings for growth - Ispire's Common Stock trades on the Nasdaq Stock Market under the symbol '**ISPR**'. As of September 15, 2025, there were approximately **16 holders of record**[273](index=273&type=chunk) - The company has **never declared or paid cash dividends** and plans to **retain all available funds** and future earnings to support operations and business growth[274](index=274&type=chunk) Securities Authorized for Issuance under Equity Compensation Plan (as of June 30, 2025) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 1,438,125 | 8.15 | 11,616,039 | | Equity compensation plans not approved by security holders | - | - | - | | Total | 1,438,125 | 8.15 | 11,616,039 | - The board approved a share repurchase program on January 20, 2025, authorizing up to **$10 million** of common stock repurchases over **24 months**. No shares were repurchased during the three months ended June 30, 2025[278](index=278&type=chunk)[280](index=280&type=chunk) [Reserved](index=52&type=section&id=Item%206.%20%5BReserved%5D) This item is intentionally left blank [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section reviews Ispire's financial performance, liquidity, and capital resources, noting decreased revenue, increased net loss, reduced working capital, and ongoing regulatory risks [Overview](index=52&type=section&id=Overview) Ispire focuses on R&D, design, and distribution of nicotine and cannabis vaping hardware, having raised **$36.3 million** through fundraising, while facing significant regulatory risks and increased credit loss expenses - Ispire focuses on **R&D, design, commercialization, sales, marketing, and distribution** of branded and non-branded vaping hardware for nicotine and cannabis markets, aiming to **reduce youth access** and provide adult consumers with desired products[282](index=282&type=chunk)[283](index=283&type=chunk) - The company sells '**Aspire' brand nicotine products** globally and '**Ispire' brand cannabis vaping hardware** in the US, Canada, and South Africa, with expansion plans for Europe and South America, primarily through an **ODM model**[284](index=284&type=chunk)[285](index=285&type=chunk) - Since its April 2023 IPO, Ispire completed three fundraising rounds, raising approximately **$18.3 million** (IPO), **$7.4 million** (private placement), and **$10.6 million** (public offering) for manufacturing, joint ventures, and working capital[286](index=286&type=chunk)[287](index=287&type=chunk) - **Regulatory risks**, including varying e-cigarette regulations and the legal status of cannabis products worldwide, pose **significant challenges** and can disrupt business operations[288](index=288&type=chunk)[289](index=289&type=chunk) - The allowance for credit losses increased significantly from **$5.9 million in FY2024** to **$18.0 million in FY2025**, reflecting longer collection times and higher estimated lifetime expected losses, partly due to economic conditions in the cannabis industry[290](index=290&type=chunk)[291](index=291&type=chunk) [Key Factors that Affect Our Results of Operations](index=54&type=section&id=Key%20Factors%20that%20Affect%20Our%20Results%20of%20Operations) Key factors impacting operations include evolving regulations for nicotine and cannabis vaping, product development to meet consumer tastes, competition, and international market expansion - Key factors affecting results include **legislation and regulations** for non-combustible nicotine and cannabis vaping products, the ability to obtain **regulatory approval** for US nicotine products, developing products to meet **changing consumer tastes**, **competition**, and the development of **international cannabis vaping markets**[294](index=294&type=chunk) [Results of Operations](index=54&type=section&id=Results%20of%20Operations) Ispire's revenue decreased by **16.1%** to **$127.5 million** in FY2025, leading to a **23.9%** drop in gross profit and a **38.5%** increase in operating expenses, resulting in a net loss of **$39.2 million** Consolidated Statements of Operations and Comprehensive Loss (Years Ended June 30, 2025 and 2024) | Metric | 2025 (in thousands) | % of Revenue (2025) | 2024 (in thousands) | % of Revenue (2024) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $127,494 | 100.0% | $151,909 | 100.0% | | Cost of revenue | (104,845) | (82.2)% | (122,126) | (80.4)% | | Gross profit | 22,649 | 17.8% | 29,783 | 19.6% | | Operating expenses | (60,499) | (47.5)% | (43,677) | (28.8)% | | Loss from operations | (37,850) | (29.7)% | (13,894) | (9.1)% | | Other (loss) income, net | (187) | (0.1)% | 409 | 0.3% | | Loss before income taxes | (38,037) | (29.8)% | (13,486) | (8.9)% | | Income taxes | (1,204) | (0.9)% | (1,282) | (0.8)% | | Net loss | $(39,241) | (30.8)% | $(14,768) | (9.7)% | | Other comprehensive (loss) income | (167) | (0.1)% | 221 | 0.1% | | Comprehensive loss | $(39,408) | (30.9)% | $(14,546) | (9.6)% | | Net loss per ordinary share (basic and diluted) | $(0.69) | - | $(0.27) | - | | Weighted ordinary shares outstanding | 56,853,552 | - | 54,812,900 | - | - Revenue decreased by **$24.4 million (16.1%)** from **$151.9 million in FY2024** to **$127.5 million in FY2025**, driven by decreases in North America (**$30.5 million**) and Asia Pacific (**$5.3 million**), partially offset by increases in Europe (**$8.8 million**) and other regions (**$2.5 million**)[296](index=296&type=chunk) - Cost of revenue decreased by **$17.3 million (14.2%)** in line with the sales decrease. Gross profit decreased by **$7.1 million (23.9%)**, and gross margin declined from **19.6% in FY2024** to **17.8% in FY2025**, primarily due to a less favorable product mix[297](index=297&type=chunk)[299](index=299&type=chunk)[300](index=300&type=chunk) - Operating expenses increased by **$16.8 million (38.5%)** to **$60.5 million in FY2025**. This was mainly due to a **266.3% increase in credit loss expenses ($16.0 million)** and a **27.7% increase in sales and marketing expenses ($1.8 million)**, partially offset by a **3.3% decrease in general and administrative expenses ($1.0 million)**[301](index=301&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk) - Net loss increased by **$24.5 million**, from **$14.8 million ($0.27 per share) in FY2024** to **$39.2 million ($0.69 per share) in FY2025**[313](index=313&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) Ispire's working capital significantly decreased by **97.8%** to **$0.4 million** in FY2025, with net cash used in operating activities improving to **$7.4 million**, and future funding relying on cash flow and equity/borrowing Working Capital (in thousands) | Metric | June 30, 2025 | June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Current Assets | $72,908 | $102,572 | $(29,664) | (28.9)% | | Current Liabilities | $72,540 | $85,991 | $(13,451) | (15.6)% | | Working Capital | $368 | $16,581 | $(16,213) | (97.8)% | Consolidated Cash Flow Data (in thousands) | Cash Flow Activity | 2025 | 2024 | Increase (Decrease) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(7,374) | $(18,302) | $10,928 | | Net cash (used in) provided by investing activities | $(5,199) | $2,990 | $(8,189) | | Net cash provided by financing activities | $1,853 | $10,083 | $(8,230) | | Net decrease in cash | $(10,720) | $(5,229) | $(5,491) | - Net cash used in operating activities decreased from **$18.3 million in FY2024** to **$7.4 million in FY2025**, primarily due to higher impairment of accounts receivable and stock-based compensation, offset by changes in accounts payable and contract liabilities[316](index=316&type=chunk)[317](index=317&type=chunk) - Net cash used in investing activities was **$5.2 million in FY2025**, reflecting repayment of acquisition payable, and purchases of property, plant, and equipment, and intangible assets[318](index=318&type=chunk) - Net cash provided by financing activities was **$1.9 million in FY2025**, mainly from borrowing proceeds, compared to **$10.1 million in FY2024** from equity offerings[320](index=320&type=chunk) - The company believes current cash, operating cash flows, and proceeds from equity offerings/borrowing will be sufficient for working capital needs for the next **12 months**, but additional financing may be required for adverse conditions or accelerated growth[321](index=321&type=chunk) [Contractual Obligations](index=59&type=section&id=Contractual%20Obligations) As of June 30, 2025, Ispire had **$4.9 million** in contract liabilities, **$5.1 million** in lease liabilities, **$2.0 million** in borrowing, and an unpaid **$5.8 million** joint venture investment - As of June 30, 2025, contract liabilities (advance deposits from customers) totaled **$4.9 million**, expected to be settled within **one year**[323](index=323&type=chunk) Maturities of Lease Liabilities (as of June 30, 2025) | Period | Amount ($) | | :--- | :--- | | July 1, 2025 to June 30, 2026 | 2,110,799 | | July 1, 2026 to June 30, 2027 | 1,583,109 | | July 1, 2027 to June 30, 2028 | 777,402 | | July 1, 2028 to June 30, 2029 | 696,727 | | July 1, 2029 to June 30, 2030 | 464,484 | | Total future lease payments | 5,632,521 | | Less: imputed interest | (526,184) | | Total lease liabilities | 5,106,337 | Maturities of Borrowing (as of June 30, 2025) | Period | Amount ($) | | :--- | :--- | | July 1, 2025 to June 30, 2026 | 1,146,766 | | July 1, 2026 to June 30, 2027 | 805,361 | | Total borrowing | 1,952,127 | - An unpaid **$5.8 million** consideration for a **$9 million** joint venture investment in IKE Tech LLC was recorded in accrued liabilities as of June 30, 2025[326](index=326&type=chunk) [Trend Information](index=61&type=section&id=Trend%20Information) The company is unaware of any material trends, uncertainties, demands, commitments, or events beyond those disclosed in the Form 10-K that would affect its financial performance - The company is **not aware of any trends**, uncertainties, demands, commitments, or events likely to **materially affect** its net revenues, income from operations, profitability, liquidity, or capital resources, other than those disclosed elsewhere in the Form 10-K[327](index=327&type=chunk) [Seasonality](index=61&type=section&id=Seasonality) Seasonality does not materially affect the company's business or results of operations - Seasonality does **not materially affect** the company's business or results of operations[328](index=328&type=chunk) [Off-Balance Sheet Arrangements](index=61&type=section&id=Off-Balance%20Sheet%20Arrangements) The company does not have any off-balance sheet arrangements - The company **does not have any off-balance sheet arrangements**[329](index=329&type=chunk) [Critical Accounting Estimates](index=61&type=section&id=Critical%20Accounting%20Estimates) Key accounting estimates include revenue recognition with sales return reserves and allowance for credit losses, based on historical data, economic conditions, and management judgment - Key accounting estimates include **revenue recognition**, particularly for sales with a right of return, where a **sales return reserve** is recognized based on historical rates and management judgment[330](index=330&type=chunk) - **Allowance for credit losses** is estimated using a roll rate method or aggregation of risk characteristics, considering historical collection experience, aging of receivables, economic environment, and customer creditworthiness[331](index=331&type=chunk) [Recent Accounting Pronouncements](index=61&type=section&id=Recent%20Accounting%20Pronouncements) The discussion of recent accounting pronouncements is incorporated by reference from the notes to the consolidated financial statements - The discussion of recent accounting pronouncements is **incorporated by reference** from the notes to the consolidated financial statements[332](index=332&type=chunk) [Emerging Growth Company](index=61&type=section&id=Emerging%20Growth%20Company) As an 'emerging growth company,' Ispire benefits from reduced reporting requirements, potentially affecting comparability with other public companies - As an '**emerging growth company**' under the JOBS Act, Ispire takes advantage of **reduced reporting requirements**, including exemption from auditor attestation for internal controls and delayed adoption of new accounting standards, which **may affect comparability** with other public companies[333](index=333&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' Ispire is not required to provide this information [Financial Statements and Supplementary Data](index=61&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item incorporates the company's financial statements and supplementary data, starting on page F-1 - The financial statements and related notes are **filed as part of this Annual Report**, starting on page F-1[335](index=335&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=62&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - There are **no changes in or disagreements** with accountants on accounting and financial disclosure to report[336](index=336&type=chunk) [Controls and Procedures](index=62&type=section&id=Item%209A.%20Controls%20and%20Procedures) Ispire's disclosure controls were ineffective as of June 30, 2025, due to material weaknesses in internal control over financial reporting, including estimate evaluation, personnel, and IT general controls, with remediation efforts underway - As of June 30, 2025, Ispire's disclosure controls and procedures were deemed **ineffective** due to **material weaknesses** in internal controls over financial reporting[337](index=337&type=chunk)[340](index=340&type=chunk) - Material weaknesses identified include a **lack of controls for evaluating significant estimates** (inventory and credit loss reserves), **insufficient personnel** with appropriate accounting knowledge, and **inadequate IT general controls** regarding cybersecurity governance, logical access security, and service organization management[342](index=342&type=chunk)[349](index=349&type=chunk) - The **remediation plan involves** performing scoping and risk assessment, **recruiting additional finance and accounting employees** and consultants, and **strengthening the IT control environment** with third-party expertise[344](index=344&type=chunk)[350](index=350&type=chunk) - Remediation will **not be considered complete until controls operate for a sufficient period and are tested effectively**[345](index=345&type=chunk) [Other Information](index=63&type=section&id=Item%209B.%20Other%20Information) No director or Section 16 officer adopted or terminated a Rule 10b5-1(c) or 'non-Rule 10b5-1' trading arrangement during the three months ended June 30, 2025 - **No director or Section 16 officer adopted or terminated** a Rule 10b5-1(c) or 'non-Rule 10b5-1' trading arrangement during the three months ended June 30, 2025[347](index=347&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=63&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to Ispire Technology Inc. PART III [Directors, Executive Officers and Corporate Governance](index=64&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details Ispire's leadership, corporate governance structure, including director independence, board committees, code of conduct, and risk oversight processes Directors and Executive Officers (as of September 15, 2025) | Name | Age | Position/Title | | :--- | :--- | :--- | | Tuanfang Liu | 53 | Co-Chief Executive Officer and Chairman | | Michael Wang | 62 | Co-Chief Executive Officer and President of Aspire North America | | Jie Yu | 41 | Chief Financial Officer | | Steven Przybyla | 40 | Chief Legal Officer and Secretary | | Jiangyan Zhu | 50 | Director | | Christopher Robert Burch | 58 | Independent Director | | Brent Cox | 43 | Independent Director | | John Fargis | 59 | Independent Director | - Tuanfang Liu (Co-CEO, Chairman) is responsible for daily operations and R&D, with over **14 years of experience**. Michael Wang (Co-CEO, President of Aspire North America) has extensive experience in internet technology and e-commerce, particularly in the cannabis industry. Jie Yu (CFO) has a background in public accounting and audit. Steven Przybyla (Chief Legal Officer) has over **10 years of experience** in regulated cannabis and nicotine/tobacco product regulation[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk) - Tuanfang Liu and Jiangyan Zhu (director) are married. Three directors (Brent Cox, John Fargis, Christopher Robert Burch) are deemed '**independent**' under Nasdaq rules. The board has established Audit, Compensation, and Nominating and Corporate Governance Committees[363](index=363&type=chunk)[367](index=367&type=chunk)[368](index=368&type=chunk) - The **Audit Committee** oversees financial reporting and related-party transactions, the **Compensation Committee** reviews executive and director compensation, and the **Nominating and Corporate Governance Committee** recommends director nominees and reviews corporate governance principles. Tuanfang Liu chairs the Nominating and Corporate Governance Committee as a controlled corporation[369](index=369&type=chunk)[370](index=370&type=chunk)[371](index=371&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk)[374](index=374&type=chunk) - The board **actively oversees risk management**, receiving regular reports from senior management on strategic, operational, financial, legal, and regulatory risks[379](index=379&type=chunk)[380](index=380&type=chunk)[381](index=381&type=chunk)[382](index=382&type=chunk) [Executive Compensation](index=71&type=section&id=Item%2011.%20Executive%20Compensation) This section details executive and director compensation for FY2025 and FY2024, including salaries, bonuses, equity awards, employment agreements, the 2022 Equity Incentive Plan, and the compensation recovery policy Summary Compensation Table (Years Ended June 30, 2025 and 2024) | Name and Principal Position | Fiscal Year Ending, June 30 | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Totals ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Tuanfang Liu, Co-CEO | 2025 | 246,476 | — | — | — | — | — | — | 246,476 | | | 2024 | 245,568 | — | — | — | — | — | — | 245,568 | | Michael Wang, Co-CEO | 2025 | 597,159 | 400,000 | 1,356,936 | (5,537,903) | — | — | — | (3,183,808) | | | 2024 | 350,000 | — | 2,760,001 | 5,537,903 | — | — | — | 8,647,904 | | Tirdad Rouhani, President | 2025 | 277,778 | 100,000 | 542,773 | — | — | — | 68,333 | 988,884 | | | 2024 | 297,500 | 300,000 | 1,134,509 | 1,661,371 | — | — | — | 3,393,380 | | Steven Przybyla, Chief Legal Officer and Secretary | 2025 | 398,637 | 250,000 | 2,650,547 | — | — | — | — | 3,299,184 | | | 2024 | 216,039 | 40,000 | — | 553,790 | — | — | — | 809,829 | | Daniel Machock (CFO) | 2025 | — | — | — | — | — | — | 125,000 | 125,000 | | | 2024 | 234,936 | 20,000 | — | — | — | — | — | 254,936 | | James McCormick (CFO) | 2025 | 339,508 | 24,000 | — | — | — | — | 96,000 | 459,508 | | | 2024 | 32,500 | — | — | 819,029 | — | — | — | 851,529 | | Jie Yu (CFO) | 2025 | 201,289 | — | — | — | — | — | — | 201,289 | | | 2024 | 167,123 | — | — | 547,272 | — | — | — | 714,395 | - Employment agreements detail compensation for Tuanfang Liu (annual rate of **1,920,000 HKD**), Michael Wang (annual rate of **$393,447**), Jie Yu (annual base salary of **$200,000**), and Steven Przybyla (annual base salary of **$400,000**)[390](index=390&type=chunk)[391](index=391&type=chunk)[392](index=392&type=chunk)[393](index=393&type=chunk) - The 2022 Equity Incentive Plan authorizes up to **15,000,000 shares** for equity awards to officers, directors, employees, and consultants. As of June 30, 2025, **1,438,125 options** and **404,970 RSUs** were outstanding[394](index=394&type=chunk)[395](index=395&type=chunk)[521](index=521&type=chunk) - A **compensation recovery ('clawback') policy** was adopted in November 2023 for erroneously awarded incentive compensation in case of accounting restatements[399](index=399&type=chunk) Director Compensation (Year Ended June 30, 2025) | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Nonequity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangyan Zhu | $161,750 | - | - | - | - | - | $161,750 | | Christopher Robert Burch | $62,500 | $59,770 | - | - | - | - | $122,270 | | Brent Cox | $55,500 | $88,098 | - | - | - | - | $143,598 | | John Fargis | $49,500 | $88,025 | - | - | - | - | $137,525 | - An updated non-employee director compensation policy, effective October 1, 2024, provides an annual cash retainer of **$50,000** (plus committee fees) and fully vested common stock shares valued at **$165,000 per year** (plus committee fees)[409](index=409&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=80&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership of Ispire's common stock as of September 15, 2025, with Tuanfang Liu and Jiangyan Zhu holding **62.4%**, granting them significant control - As of September 15, 2025, there were **57,277,874 shares** of Common Stock outstanding[16](index=16&type=chunk)[411](index=411&type=chunk) Beneficial Ownership of Common Stock (as of September 15, 2025) | Name of Beneficial Owner | Shares | % | | :--- | :--- | :--- | | Tuanfang Liu and Jiangyan Zhu | 35,750,000 | 62.4% | | Pride Worldwide Investment Limited | 33,250,000 | 58.1% | | Michael Wang | 1,453,882 | 2.5% | | Steven Przybyla | 416,710 | * | | Christopher Robert Burch | 41,658 | * | | Brent Cox | 50,782 | * | | John Fargis | 46,599 | * | | All current executive officers and directors as a group (ten individuals) | 37,759,631 | 65.9% | - Tuanfang Liu, co-CEO and chairman, holds **58.1% of shares** through Pride Worldwide Investment Limited, and his wife, Jiangyan Zhu, holds **4.4%** through Honor Epic International Limited, giving them combined control of **62.4% of the company's voting power**[412](index=412&type=chunk)[413](index=413&type=chunk)[414](index=414&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=81&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details Ispire's significant related party transactions, primarily with Shenzhen Yi Jia, owned by co-CEO Tuanfang Liu, and its equity method investment in IKE Tech LLC - Key related parties include Tuanfang Liu (Co-CEO, Chairman, **95% owner of Shenzhen Yi Jia**), Jiangyan Zhu (Director, Liu's wife), Aspire Global (controlled by Liu), and Shenzhen Yi Jia (major supplier)[417](index=417&type=chunk)[424](index=424&type=chunk) - For FY2025 and FY2024, the majority of tobacco and cannabis vaping products were purchased from Shenzhen Yi Jia, totaling **$94.7 million** and **$91.3 million**, respectively. Accounts payable to Shenzhen Yi Jia were **$52.4 million in FY2025** and **$67.0 million in FY2024**[419](index=419&type=chunk) - A **$25 million** balance due to Shenzhen Yi Jia as of June 30, 2025, was reclassified from accounts payable to a non-current amount due to a related party, with repayment deferred for **twelve months** from September 30, 2025[420](index=420&type=chunk) - Ispire had accounts receivable of **$75,147** from IKE Tech LLC (a **40% owned joint venture**) in FY2025 and recorded **$109,349** in other income from IKE for administrative fees[421](index=421&type=chunk)[424](index=424&type=chunk) [Principal Accounting Fees and Services](index=81&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section details audit and audit-related fees paid to Ispire's independent accountants for FY2025 and FY2024, noting multiple auditor changes and Audit Committee pre-approval responsibilities - Ispire engaged **multiple independent accounting firms** during FY2024 and FY2025 due to changes: MSPC resigned in December 2023, Marcum was engaged, then CBIZ purchased Marcum's attest business, and finally Marcum Asia was appointed in February 2025[422](index=422&type=chunk) Audit Fees by Firm (Years Ended June 30, 2025 and 2024) | Firm | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Marcum Asia | 504,238 | 0 | | Marcum | 170,465 | 851,600 | | CBIZ | 87,550 | 0 | | MSPC | 0 | 0 | - Audit-related fees for MSPC were **$37,250 in FY2025** and **$60,010 in FY2024**. No tax fees or other fees were paid to any of the firms in either fiscal year[427](index=427&type=chunk)[428](index=428&type=chunk)[429](index=429&type=chunk) - The **Audit Committee is responsible for reviewing and pre-approving** all audit and permissible non-audit engagements with the independent registered public accounting firm[430](index=430&type=chunk) PART IV [Exhibits and Financial Statements Schedules](index=84&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statements%20Schedules) This section lists all consolidated financial statements, schedules, and exhibits filed as part of the Form 10-K, including auditor reports and corporate documents - The consolidated financial statements and notes are **filed as part of this Annual Report**, starting on page F-1[432](index=432&type=chunk) - All financial statement schedules are **omitted** as the required information is either not applicable, not material, or included in the consolidated financial statements and notes[433](index=433&type=chunk) - A **complete list of exhibits**, including corporate documents (Certificate of Incorporation, Bylaws), intellectual property agreements, employment agreements, equity incentive plans, distributorship agreements, supply agreements, and auditor consents, is provided[434](index=434&type=chunk)[435](index=435&type=chunk)[436](index=436&type=chunk)[437](index=437&type=chunk) [Form 10-K Summary](index=86&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item states that a Form 10-K Summary is not applicable Financial Statements [Report of Independent Registered Public Accounting Firm Marcum Asia CPAs LLP](index=89&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm%20Marcum%20Asia%20CPAs%20LLP) Marcum Asia CPAs LLP issued an unqualified opinion on Ispire's FY2025 consolidated financial statements, affirming fair presentation in conformity with U.S. GAAP - Marcum Asia CPAs LLP provided an **unqualified opinion** on Ispire's consolidated financial statements for the year ended June 30, 2025, stating they are presented fairly in all material respects in conformity with U.S. GAAP[448](index=448&type=chunk) - The audit was conducted in accordance with PCAOB standards, assessing risks of material misstatement, but **did not include an audit or opinion on the effectiveness of the company's internal control over financial reporting**[450](index=450&type=chunk) [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Marcum LLP](index=90&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM%20Marcum%20LLP) Marcum LLP issued an unqualified opinion on Ispire's FY2024 consolidated financial statements, confirming fair presentation in accordance with U.S. GAAP - Marcum LLP issued an **unqualified opinion** on Ispire's consolidated financial statements for the year ended June 30, 2024, affirming fair presentation in all material respects in conformity with U.S. GAAP[455](index=455&type=chunk) - The audit was performed according to PCAOB standards, assessing risks of material misstatement, but **did not include an audit or opinion on the effectiveness of the company's internal control over financial reporting**[457](index=457&type=chunk) [Consolidated Balance Sheets](index=91&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) Ispire's total assets decreased to **$102.2 million** in FY2025, liabilities increased to **$101.6 million**, and stockholders' equity significantly decreased to **$0.6 million** Consolidated Balance Sheets (as of June 30, 2025 and 2024) | Asset/Liability/Equity | June 30, 2025 ($) | June 30, 2024 ($) | | :--- | :--- | :--- | | **Assets:** | | | | Current assets | 72,908,385 | 102,571,605 | | Other assets | 29,308,746 | 20,069,361 | | **Total assets** | **102,217,131** | **122,640,966** | | **Liabilities:** | | | | Current liabilities | 72,539,554 | 85,990,532 | | Other liabilities | 29,072,883 | 2,194,094 | | **Total liabilities** | **101,612,437** | **88,184,626** | | **Stockholders' equity:** | | | | Common stock | 5,719 | 5,647 | | Treasury stock | (60,488) | - | | Additional paid-in capital | 48,833,601 | 43,217,391 | | Accumulated deficit | (48,065,267) | (8,825,041) | | Accumulated other comprehensive (loss)/income | (108,871) | 58,343 | | **Total stockholders' equity** | **604,694** | **34,456,340** | - Total assets decreased by **$20.4 million**, from **$122.6 million in FY2024** to **$102.2 million in FY2025**, primarily due to a **$29.7 million decrease** in current assets, offset by a **$9.2 million increase** in other assets[461](index=461&type=chunk) - Total liabilities increased by **$13.4 million**, from **$88.2 million in FY2024** to **$101.6 million in FY2025**, mainly driven by the reclassification of a **$25 million** related-party payable to a non-current liability[461](index=461&type=chunk) - Total stockholders' equity significantly decreased by **$33.8 million**, from **$34.5 million in FY2024** to **$0.6 million in FY2025**, largely due to the net loss incurred during the period[461](index=461&type=chunk) [Consolidated Statements of Operations and Comprehensive Loss](index=92&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20LOSS) Ispire reported a net loss of **$39.2 million** in FY2025, up from **$14.8 million** in FY2024, driven by a **16.1% revenue decrease**, gross margin decline, and increased operating expenses Consolidated Statements of Operations and Comprehensive Loss (Years Ended June 30, 2025 and 2024) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Revenue | 127,494,304 | 151,908,691 | | Cost of revenue | 104,844,633 | 122,126,245 | | Gross profit | 22,649,671 | 29,782,446 | | Operating expenses | 60,499,530 | 43,676,585 | | Loss from operations | (37,849,859) | (13,894,139) | | Other income (expense), net | (186,663) | 408,363 | | Loss before income taxes | (38,036,522) | (13,485,776) | | Income taxes – current | (1,203,704) | (1,282,046) | | Net loss | (39,240,226) | (14,767,822) | | Other comprehensive (loss) income | (167,214) | 222,111 | | Comprehensive loss | (39,407,440) | (14,545,711) | | Net loss per share (basic and diluted) | (0.69) | (0.27) | | Weighted average shares outstanding (basic and diluted) | 56,853,552 | 54,812,900 | - Revenue decreased by **16.1%** from **$151.9 million in FY2024** to **$127.5 million in FY2025**[463](index=463&type=chunk) - Gross profit decreased by **23.9%** from **$29.8 million in FY2024** to **$22.6 million in FY2025**, with gross margin declining from **19.6% to 17.8%**[463](index=463&type=chunk) - Operating expenses increased by **38.5%** from **$43.7 million in FY2024** to **$60.5 million in FY2025**, leading to a significant increase in loss from operations[463](index=463&type=chunk) - Net loss more than doubled, from **$14.8 million in FY2024** to **$39.2 million in FY2025**, resulting in a basic and diluted net loss per share of **$0.69 in FY2025** compared to **$0.27 in FY2024**[463](index=463&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=93&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20EQUITY) Total stockholders' equity significantly decreased from **$34.5 million** in FY2024 to **$0.6 million** in FY2025, primarily due to a **$39.2 million** net loss Consolidated Statements of Changes in Stockholders' Equity (Years Ended June 30, 2025 and 2024) | Metric | Balance, July 1, 2023 ($) | Net loss ($) | Issuance of common stock for a secondary offering, net of insurance cost ($) | Issuance of common stock for equity incentives ($) | Stock based compensation expenses ($) | Issuance of warrants ($) | Foreign currency translation adjustment ($) | Balance, June 30, 2024 ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Common Stock | 5,422 | - | 205 | 20 | - | - | - | 5,647 | | Additional Paid-in Capital | 25,685,475 | - | 10,785,701 | 1,183,976 | 5,196,286 | 365,953 | - | 43,217,391 | | Accumulated Deficit | 5,942,781 | (14,767,822) | - | - | - | - | - | (8,825,041) | | Accumulated Other Comprehensive (Loss)/Income | (163,768) | - | - | - | - | - | 222,111 | 58,343 | | **Total Stockholders' Equity** | **31,469,910** | **(14,767,822)** | **10,785,906** | **1,183,996** | **5,196,286** | **365,953** | **222,111** | **34,456,340** | | Metric | Balance, July 1, 2024 ($) | Net loss ($) | Issuance of common stock for equity incentives ($) | Stock based compensation expenses ($) | Common stock repurchase ($) | Foreign currency translation adjustment ($) | Balance, June 30, 2025 ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Common Stock | 5,647 | - | 72 | - | - | - | 5,719 | | Treasury Stock | - | - | - | - | (60,488) | - | (60,488) | | Additional Paid-in Capital | 43,217,391 | - | 1,251,256 | 4,364,954 | - | - | 48,833,601 | | Accumulated Deficit | (8,825,041) | (39,240,226) | - | - | - | - | (48,065,267) | | Accumulated Other Comprehensive (Loss)/Income | 58,343 | - | - | - | -

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended June 30, 2025 or ☐ Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Securities registered pursuant to Section 12(b) of the Act: for the transition period from to . Commission File No. 0-22818 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant ...