What changed in this filing

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Item 9A. Controls and Procedures

2026-01-13 compared with 2025-02-24 · 59 added, 84 removed, 331 unchanged (30% of the section changed)

154 unchanged sentences

Communication with the Board

Our stockholders and other interested

parties may send written communications directly to the Board or to specified individual directors, including the Chairman or any other

non-management directors, by sending such communications to the Chief Executive Officer of the Company, P.O.

Box 4502, Boise, Idaho 83711.

Such communications will be reviewed by our outside legal counsel and, depending on the content, will be:

Our stockholders and other interested parties may send written communications

directly to the Board or to specified individual directors, including the Chairman or any other non-management directors, by sending such

communications to the Chief Executive Officer of the Company, 3201 Market Street, Suite 200/201, Philadelphia, PA 10104.

Such communications

will be reviewed by our outside legal counsel and, depending on the content, will be:

forwarded to the addressees or distributed at the next scheduled board meeting;

31 unchanged sentences

Chief Financial Officer (3)

Chief Financial Officer (4)

On February 24, 2022, John Possumato was appointed Chief Executive Officer of the Company

1 unchanged sentence

On April 4, 2024, Steven Plumb was appointed Chief Financial Officer of the Company

In March 2024, Mike Elkin resigned as Chief Financial Officer of the Company.

Narrative Disclosure of Compensation Policies

18 unchanged sentences

Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of February 24, 2025, certain

information concerning the beneficial ownership of our common stock by (i) each person known by us to own beneficially five percent

(5%) or more of the outstanding shares of each class, (ii) each of our directors and named executive officers, and (iii) all of our

executive officers and directors as a group.

The following table sets forth,

as of September 30, 2025, certain information concerning the beneficial ownership of our common stock by (i) each person known by us to own beneficially

five percent (5%) or more of the outstanding shares of each class, (ii) each of our directors and named executive officers, and (iii)

all of our executive officers and directors as a group.

The number of shares beneficially

16 unchanged sentences

John Possumato (3)

34,590,190 (3)

Adam Potash (4)

35,528,599 (4)

All Officers and Directors as a Group

1 unchanged sentence

3201 Market Street, Suite 200/201, Philadelphia, PA 10104.

Applicable percentages are based on 113,701,722 shares of our common stock

outstanding as of September 30, 2024.

Applicable percentages are based on 120,025,082 shares of our common stock outstanding as of September 30, 2025.

Includes 32,680,519 common shares owned by Driveitaway, LLC.

26 unchanged sentences

under the notes into 52,284 shares of DIA common stock, which was automatically converted into 52,284 shares of Series A Preferred.

During the years ended September

30, 2024, and 2023, the Company recorded interest expense for related parties of $8,595 and $4,918, respectively.

As of September 30,

2024 and 2023, the Company had accrued interest owed to related parties of $12,752 and $4,918, respectively.

During the years ended September 30, 2025, and 2024, the Company recorded interest

expense for related parties of $8,500 and $8,595, respectively.

As of September 30, 2025 and 2024, the Company had accrued interest owed

to related parties of $21,252 and $12,752, respectively.

Advances and Repayments

In the normal course of business,

the Company’s management team or their affiliates will make payments on behalf of the Company or will provide short-term advances

to the Company to cover operating expenses.

During the year ended September 30, 2024, related parties made payments on the Company’s

behalf or provided short-term advances to the Company totaling $0 and the Company made repayments to related parties of $0.

As of September

30, 2024 and 2023, the Company owed related parties $25,080 and $25,080, respectively, for this activity.

In the normal course of business, the Company’s management team or their

affiliates will make payments on behalf of the Company or will provide short-term advances to the Company to cover operating expenses.

During the year ended September 30, 2025, related parties made payments on the Company’s behalf or provided short-term advances

to the Company totaling $1,300 and the Company made repayments to related parties of $0.

As of September 30, 2025 and 2024, the Company

owed related parties $26,380 and $25,080, respectively, for this activity.

Director Independence

43 unchanged sentences

INDEX TO EXHIBITS

of Incorporation, dated March 8, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on

Form SB-2, File No.

to Certificate of Incorporation, (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for

the fiscal year ended September 30, 2010)

(incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No.

and Restated Bylaws, dated December 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form

8-K, filed on December 6, 2019)

of Designation, Rights and Preferences of Series A Convertible Stock, dated February 24, 2022 (incorporated by reference to Exhibit

3.1 to the Company’s Current Report on Form 8-K, filed on March 2, 2022)

to Certificate of Incorporation, dated April 18, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report

on Form 8-K , filed on April 29, 2022)

Note issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Stock Purchase Warrant, issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated

by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

of Secured Convertible Note, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K , filed on July 7, 2022)

of Common Stock Purchase Warrant, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current

Report on Form 8-K , filed on July 7, 2022)

of Secured Convertible Note, dated November 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K , filed on November 21, 2022)

of Common Stock Purchase Warrant, dated November 15, 2022 (incorporated by reference to Exhibit 4.2 to the Company’s

Current Report on Form 8-K , filed on November 21, 2022)

Certificate of Incorporation, dated March 8, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No.

Amendment to Certificate of Incorporation, (incorporated by reference to Exhibit 3.1.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010)

Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, File No.

Amended and Restated Bylaws, dated December 6, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 6, 2019)

Certificate of Designation, Rights and Preferences of Series A Convertible Stock, dated February 24, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on March 2, 2022)

Amendment to Certificate of Incorporation, dated April 18, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K , filed on April 29, 2022)

Promissory Note issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Common Stock Purchase Warrant, issued by the Company to ABJ Capital Investments, LLC, dated February 24, 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Form of Secured Convertible Note, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Common Stock Purchase Warrant, dated June 30, 2022 (2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Secured Convertible Note, dated November 15, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Form of Common Stock Purchase Warrant, dated November 15, 2022 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Virtual Membership Agreement (Lease) by and between the Company and The Innovation Center, dated March 22, 2022

and Plan of Share Exchange, dated December 7, 2021 by and among the Company, Driveitaway, Inc.

and the shareholders of Driveitaway,

Agreement and Plan of Share Exchange, dated December 7, 2021 by and among the Company, Driveitaway, Inc.

and the shareholders of Driveitaway, Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 7, 2021)

Agreement, dated December 7, 2021 by and between the Company and StroomX, LLC (incorporated by reference to Exhibit

10.2 to the Current Report on Form 8-K dated December 7, 2021)

Purchase Agreement, by and between the Company and AJB Capital Investments LLC, dated February 24, 2022

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Amendment to the Securities Purchase Agreement, by and between the Company and AJB Capital Investments LLV, dated February 24, 2022

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

of Subscription Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on

Form 8-K , filed on July 7, 2022)

of Security Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form

8-K , filed on July 7, 2022)

of Piggyback Registration Rights Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s

Current Report on Form 8-K , filed on July 7, 2022)

of Subscription Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K , filed on November 21, 2022)

of Security Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on

Form 8-K , filed on November 21, 2022)

of Piggy Rights Registration Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s

Current Report on Form 8-K , filed on November 21, 2022)

of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year

ended September

Sale Agreement, dated December 7, 2021 by and between the Company and StroomX, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated December 7, 2021)

Securities Purchase Agreement, by and between the Company and AJB Capital Investments LLC, dated February 24, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

First Amendment to the Securities Purchase Agreement, by and between the Company and AJB Capital Investments LLV, dated February 24, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2022)

Form of Subscription Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Security Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Piggyback Registration Rights Agreement, dated June 30, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , filed on July 7, 2022)

Form of Subscription Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Form of Security Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Form of Piggy Rights Registration Agreement, dated November 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K , filed on November 21, 2022)

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015)

Subsidiaries of the Company.

5 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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* Filed herewith.

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DRIVEITAWAY HOLDINGS, INC.

February 24, 2025

January 13, 2026

/s/ John Possumato

John Possumato, Chief Executive Officer

(Principal Executive Officer)

February 24, 2025

January 13, 2026

/s/ Steven M.

Plumb, Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements

of the Securities Exchange Act, this report has been signed below on the 24th day of February 2025 by the following persons on behalf

of the registrant and in the capacities indicated.

Pursuant to the requirements of the Securities Exchange Act, this report has been

signed below on the 13th day of January 2026 by the following persons on behalf of the registrant and in the capacities indicated.

/s/ John Possumato

1 unchanged sentence

John Possumato

Director, Chief Financial Officer

/s/ Steven M.

Chief Financial Officer

/s/ Adam Potash

1 unchanged sentence

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-K

Item 9A. Controls and Procedures