What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-02-17 compared with 2025-08-14 · 66 added, 110 removed, 99 unchanged (64% of the section changed)

64 unchanged sentences

and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30,

of Operations – For the three months ended June 30, 2025, and 2024

Security segment revenues for the three months ended June 30, 2025, increased by $1,388,327 or 22% to $7,581,814 from $6,193,487 for

the three months ended June 30, 2024.

of Operations – For the three months ended December 31, 2025, and 2024

Security segment revenues for the three months ended December 31, 2025, increased by $57,829 or 1% to $5,511,528 from $5,453,699 for

the three months ended December 31, 2024.

This increase is mainly due to increased demand for the Company’s products.

Industrial Services segment revenues for the three months ended June 30, 2025, increased by $890,833 or 10%, to $9,383,844 from $8,492,911,

for the three months ended June 30, 2024.

This increase is mainly due to increased demand for the segment’s services.

Profit for the three months ended June 30, 2025, was $7,370,506 or 43% of revenues as compared to gross profit of $5,887,147 or 40% of

revenues for the three months ended June 30, 2024.

profit in our Security segment was $3,953,562 or 52% of the segment’s revenues for the three months ended June 30, 2025, as compared

to gross profit of $3,223,091 or 52% of the segment’s revenues for the period ended June 30, 2024.

profit in our Industrial Services segment was $3,416,944 or 36% of the segment’s revenues for the three months ended June 30, 2025,

as compared to gross profit of $2,654,056 or 31% of the segment’s revenues for the period ended June 30, 2024.

Gross profit as

a percentage of revenues increased due to improved margins on projects in the three months ended June 30, 2025, compared to the three

months ended June 30, 2024.

and Administrative Expenses

and administrative expenses for the three months ended June 30, 2025, decreased $565,838 or 7% to $7,626,342 from $8,192,180 for the

three months ended June 30, 2024.

The decrease in general and administrative expenses is mainly related to decreased general and administrative

expenses, legal expenses, depreciation, and travel.

and Development Expenses

and Development expenses for the three months ended June 30, 2025, were $386,565 compared to $864,483 for the three months ended June

30, 2024, a decrease of $477,918 or 55%.

Research and Development expenses are related to the Security Segment’s development of

next generation solutions associated with security and surveillance systems software.

Income/Expense

expense for the three months ended June 30, 2025, was $3,934,931, as compared to expense of $5,902,493 for the three months ended June

Other expense for the three months ended June 30, 2025, was mainly driven by losses on changes in fair value of warrant liability

of $3,615,437 which represents the change in the fair value of the of the warrants unexercised at the measurement period.

Other expense

for the three months ended June 30, 2024, was mainly driven by a loss on excess fair value of the warrants at issuance of $7,255,528.

for Income Taxes

the three months ended June 30, 2025, and 2024, the Company had income tax expense from continuing operations of $14,035 and $67,294,

respectively.

The provision for income tax is estimated based upon the current income projections of the Company, the effective rate

of the prior year, and the Company’s current ability to utilize net loss carryforwards.

The Company’s effective tax rate

for the three months ended June 30, 2025, and 2024, was (0.17%) and (0.74%) respectively.

of Operations – For the nine months ended June 30, 2025, and 2024

Security segment revenues for the nine months ended June 30, 2025, increased by $6,570,445 or 28% to $30,016,665 from $23,446,220 for

the nine months ended June 30, 2024.

This increase is due to a large sale valued at $10,375,000 for security technology products under

our Vicon brand.

This sale represents 35% of the revenue for this segment for the nine months ended June 30, 2025.

Industrial Services segment revenues for the nine months ended June 30, 2025, increased by $2,661,222 or 11%, to $27,939,161 from $25,277,939,

for the nine months ended June 30, 2024.

Industrial Services segment revenues for the three months ended December 31, 2025, increased by $2,324,956 or 28%, to $10,611,156 from

$8,286,200, for the three months ended December 31, 2024.

This increase is mainly due to increased demand for the segment’s services.

Profit for the nine months ended June 30, 2025, was $25,237,897 or 44% of revenues as compared to gross profit of $19,898,962 or 41%

of revenues for the nine months ended June 30, 2024.

profit in our Security segment was $15,597,177 or 52% of the segment’s revenues for the nine months ended June 30, 2025, as compared

to gross profit of $11,853,007 or 51% of the segment’s revenues for the period ended June 30, 2024.

Gross profit percentage was

up due to the mix of products sold in the nine months ended June 30, 2025, compared to the nine months ended June 30, 2024.

profit in our Industrial Services segment was $9,640,720 or 35% of the segment’s revenues for the nine months ended June 30, 2025,

as compared to gross profit of $8,045,955 or 32% of the segment’s revenues for the period ended June 30, 2024.

Gross profit as

a percentage of revenues increased due to improved margins on projects in the nine months ended June 30, 2025, compared to the nine months

ended June 30, 2024.

was unallocated revenue under the Corporate segment of $10,627 for the three months ended December 31, 2025.

This revenue is related

to the Company’s investment in digital assets.

Profit for the three months ended December 31, 2025, was $5,621,866 or 35% of revenues as compared to gross profit of $5,701,936 or 41%

of revenues for the three months ended December 31, 2024.

profit in our Security segment was $2,160,678 or 39% of the segment’s revenues for the three months ended December 31, 2025, as

compared to gross profit of $2,839,759 or 52% of the segment’s revenues for the period ended December 31, 2024.

Gross profit in

our security segment have been impacted by tariffs.

profit in our Industrial Services segment was $3,450,471 or 33% of the segment’s revenues for the three months ended December 31,

2025, as compared to gross profit of $2,862,177 or 35% of the segment’s revenues for the period ended December 31, 2024.

profit as a percentage of revenues decreased due to lower margins on projects in the three months ended December 31, 2025, compared to

the three months ended December 31, 2024.

and Administrative Expenses

and administrative expenses for the nine months ended June 30, 2025, decreased $693,930 or 3% to $21,490,373 from $22,184,303 for the

nine months ended June 30, 2024.

The decrease in general and administrative expenses is mainly related to decreased salaries, general

and administrative expenses, legal expenses, depreciation, and other operating expenses.

and administrative expenses for the three months ended December 31, 2025, increased $833,302 or 12% to $7,926,591 from $7,093,289 for

the three months ended December 31, 2024.

The increase in general and administrative expenses is mainly related to a one-time write off

of obsolete demonstration equipment of $441,624, increased legal expenses related to the preliminary work on acquisitions, depreciation

on recently acquired fixed assets, and travel related to trade show attendance.

and Development Expenses

and Development expenses for the nine months ended June 30, 2025, were $2,054,537 compared to $2,664,688 for the nine months ended June

30, 2024, a decrease of $610,151 or 23%.

Research and Development expenses are related to the Security Segment’s development of

next generation solutions associated with security and surveillance systems software.

and Development expenses for the three months ended December 31, 2025, were $501,435 compared to $890,083 for the three months ended

December 31, 2024, a decrease of $388,648 or 44%.

Research and Development expenses are related to the Security Segment’s development

of next generation solutions associated with security and surveillance systems software.

Income/Expense

expense for the nine months ended June 30, 2025, was $26,095,977, as compared to $6,855,804 for the nine months ended June 30, 2024.

Other expense for the nine months ended June 30, 2025, was mainly driven by losses on excess fair value of the warrants of $15,722,097

which represents the difference between the fair value of the shares issued and the value of the warrants exercised and losses on changes

in fair value of warrant liability of $8,928,275, which represents the change in the fair value of the of the warrants unexercised at

the measurement period.

Other expense for the nine months ended June 30, 2024, was mainly driven by the May 2024 Equity Financing expenses

of $995,333, the loss on the excess fair value of the warrants issued in the May 2024 Equity Financing of $7,255,528, offset by the change

in the fair value of the warrants of $2,807,890.

expense for the three months ended December 31, 2025, was $17,515,652, as compared to expense of $26,265,257 for the three months ended

December 31, 2024.

Other expense for the three months ended December 31, 2025, was mainly driven by interest expense of $12,123,695 of

which $11,798,283 represents the discount on shares issued to settle debt.

Other expense for the three months ended December 31, 2024,

was mainly driven by a loss on excess fair value of the warrants at exercise of $15,796,105.

for Income Taxes

the nine months ended June 30, 2025, and 2024, the Company had income tax expense from continuing operations of $245,098 and $238,049,

the three months ended December 31, 2025, and 2024, the Company had income tax expense from continuing operations of $266,326 and $120,538,

respectively.

2 unchanged sentences

The Company’s effective tax rate

for the nine months ended June 30, 2025, and 2024, was (0.87%) and (2.02%) respectively.

for the three months ended December 31, 2025, and 2024, was (1.31%) and (0.42%) respectively.

Company’s business and operations have been affected by inflation during the periods for which financial information is presented.

1 unchanged sentence

and Capital Resources

capital was $4,916,624 at June 30, 2025, compared to working capital of $8,103,457 at September 30, 2024.

This includes cash and equivalents

and restricted cash of $8,145,359 at June 30, 2025, and $5,420,392 at September 30, 2024.

The decrease in working capital was primarily

due to the increase in the current maturities of long-term liabilities and decreases in inventory and contract assets.

provided by operating activities for the nine months ended June 30, 2025, was $3,410,782 and used $2,076,477 of cash for the nine-month

period ended June 30, 2024.

Our operating cash flow was mainly the result of our net loss, less the non-cash adjustments, combined with

operating changes in inventory, contract assets, and contract liabilities.

receivables increased by $1,519,252 or 14% to $12,678,928 at June 30, 2025, from $11,159,676 at September 30, 2024.

The increase in trade

receivables is attributable to the remaining balance on the large sale in the Security segment, which was collected in July 2025.

used by investing activities for the nine months ended June 30, 2025, was $1,482,232 compared to $406,224 used for the nine months ended

June 30, 2024.

Investing activities for the nine months ended June 30, 2025, and 2024, were driven by the Company’s purchase of

property and equipment and investment in Masterpiece VR.

provided by financing activities for the nine months ended June 30, 2025, was $1,117,811 compared to $3,867,544 for the nine months ended

June 30, 2024.

Financing activities for the nine months ended June 30, 2025, were primarily driven by the proceeds from the Company’s

revolving line of credit, note payable, proceeds from offerings, and the exercise of Series B Warrants.

Financing activities for the

nine months ended June 30, 2024, were primarily driven by the proceeds from the Company’s revolving line of credit, proceeds from

offerings, and payments on the Company’s debt.

capital was $24,748,544 at December 31, 2025, compared to working capital of $5,184,339 at September 30, 2025.

This includes cash and

cash equivalents and restricted cash of $21,782,533 at December 31, 2025, and $6,347,041 at September 30, 2025.

The increase in working

capital was primarily due to cash raised in the equity offerings and Series B Warrant exercises and the payment of the Company’s

debt through equity.

used by operating activities for the three months ended December 31, 2025, was $891,914 and $1,201,817 for the three months ended December

Our operating cash flow was mainly the result of our net loss, less the non-cash adjustments, combined with operating changes

in inventory, contract assets, and accrued expenses.

receivables decreased by $3,431,109 or 26% to $9,702,315 at December 31, 2025, from $13,133,424 at September 30, 2025.

The decrease in

trade receivables is attributable to a decrease in sales as compared to the fourth quarter of fiscal year2025.

used by investing activities for the three months ended December 31, 2025, was $253,061 compared to $1,008,899 for the three months ended

December 31, 2024.

Investing activities for the three months ended December 31, 2025, were driven by the Company’s purchase of

property and equipment and investment in marketable securities.

Investing activities for the three months ended December 31, 2024, were

driven by the Company’s purchase of property and equipment and investment in Masterpiece VR.

provided by financing activities for the three months ended December 31, 2025, was $17,305,299 compared to $2,387,449 for the three months

ended December 31, 2024.

Financing activities for the three months ended December 31, 2025, were primarily driven by the proceeds from

equity offerings, proceeds of a note payable, and proceeds from the exercise of the Company’s Series B Warrants.

Financing activities

for the three months ended December 31, 2024, were primarily driven by the proceeds from the Company’s revolving line of credit,

notes payable, and proceeds from the exercise of the Company’s Series B Warrants.

Company’s working capital may not be sufficient to cover operating costs which indicates substantial doubt regarding the Company’s

1 unchanged sentence

short-term liabilities through the issuance of common stock, thus reducing our cash requirement to meet our operating needs.

has $8,145,359 in cash and cash equivalents and restricted cash as of June 30, 2025.

Additionally, the Company has (i) secured a line

of credit for its Vicon brand to fund operations, which as of June 30, 2025, has available capacity of approximately 936,000, (ii) continually

reevaluated its pricing model on our Vicon brand to improve margins on those products, (iii) entered into a Standstill Agreement with

Streeterville Capital, LLC (“Streeterville”) in which Streeterville agreed not to seek to redeem any portion of its two outstanding

notes with the Company expiring on April 30, 2025 in exchange, the Company agreed to pay to Streeterville the greater of $4,000,000 or

fifty percent (50%) of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill

To date, the company has paid Streeterville $4,588,897 under this agreement, (iv) entered into a Standstill Agreement with Streeterville

in which Streeterville agreed not to seek to redeem any portion of its two outstanding notes with the Company for a period of 60 days

which expired on July 29, 2025 and in exchange, the Company agreed to pay to Streeterville the greater of $550,000 or fifty percent (50%)

of the net proceeds the Company receives from the sale of any of its common stock or preferred stock during the Standstill Period.

the standstill period, the Company paid Streeterville $636,250 under this agreement.

has $21,782,533 in cash and cash equivalents and restricted cash as of December 31, 2025.

Additionally, the Company has (i) secured a

line of credit for its Vicon brand to fund operations, which as of December 31, 2025, has available capacity of approximately $420,000,

(ii) continually reevaluate our pricing model on our Vicon brand to improve margins on those products, (iii) raised $5,657,264 through

the exercise of our Series B warrants during the quarter ended December 31, 2025 (iv) raised $6,000,000 in gross proceeds in equity offering

during the quarter ended December 31, 2025, and an additional $4,000,000 in gross proceeds subsequent to December 31, 2025.

the event additional capital is raised through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis