7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in this Annual Report
−Removed: on Form 10-K.
−Removed: Some of the statements contained in the following discussion of the Company’s financial condition and results of
−Removed: operations refer to future expectations or include other “forward-looking” information.
−Removed: Those statements are subject to known
−Removed: and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated,
−Removed: including, but not limited to, those discussed in Part I, Item 1A of this report under the heading “Risk Factors,” which
−Removed: are incorporated herein by reference.
−Removed: See “Special Note regarding Forward-Looking Statements” included in this Report on
−Removed: Form 10-K for a discussion of factors to be considered when evaluating forward-looking information detailed below.
−Removed: These factors could
−Removed: cause our actual results to differ materially from the forward-looking statements.
+Added: discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in this Form.
+Added: the statements contained in the following discussion of the Company’s financial condition and results of operations refer to future
+Added: expectations or include other “forward-looking” information.
+Added: Those statements are subject to known and unknown risks, uncertainties
+Added: and other factors that could cause the actual results to differ materially from those contemplated, including, but not limited to, those
+Added: discussed in Part I, Item 1A of this Form under the heading “Risk Factors,” which are incorporated herein by reference.
+Added: “Special Note regarding Forward-Looking Statements” included in this Form for a discussion of factors to be considered when
+Added: evaluating forward-looking information detailed below.
+Added: These factors could cause our actual results to differ materially from the forward-looking
design, develop, manufacture and sell a portfolio of advanced lithium-ion energy storage solutions for electrification of a range of
−Removed: industrial and commercial sectors which include material handling, airport ground support equipment (“GSE”).
−Removed: We believe our
−Removed: mobile energy storage solutions provide our customers a reliable, high performing, cost effective, and more environmentally friendly
−Removed: alternative as compared to traditional lead acid and propane-based solutions.
−Removed: Our modular and scalable design allows different configurations
−Removed: of lithium-ion energy storage solutions to be paired with our proprietary wireless battery management system to provide the level of
−Removed: energy storage required and “state of the art” real time monitoring of pack performance.
−Removed: We believe that the increasing demand
−Removed: for lithium-ion energy storage solutions and more environmentally friendly energy storage solutions in the material handling sector should
−Removed: continue to drive our revenue growth.
−Removed: long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice, targeting
−Removed: large companies having energy storage needs.
−Removed: We have established selling relationships with customers with large fleets of forklifts
−Removed: We intend to reach this goal by investing in research and development to expand our product mix, by expanding our sales and
−Removed: marketing efforts, improving our customer support efforts and improving production efficiencies.
−Removed: Our research and development efforts
−Removed: will continue to focus on providing adaptable, reliable and cost-effective energy storage solutions for our customers.
−Removed: We have filed
−Removed: three new patents on advanced technology related to lithium-ion energy storage solutions.
−Removed: The technology behind these pending patents
−Removed: is designed to:
+Added: industrial and commercial sectors which include material handling and airport ground support equipment (“GSE”).
+Added: believe our mobile energy storage solutions provide our customers with a reliable, high performing, cost effective, and more
+Added: environmentally friendly alternative as compared to traditional lead acid and propane-based solutions.
+Added: Our modular and scalable
+Added: design allows different configurations of lithium-ion energy storage solutions to be paired with our proprietary wireless battery
+Added: management system to provide the level of energy storage required and “state of the art” real-time monitoring of battery
+Added: pack performance.
+Added: We believe that the growing demand for lithium-ion energy storage solutions and more environmentally friendly
+Added: energy storage solutions across a range of industrial and commercial sectors should continue to drive growth in the markets we
+Added: long-term strategy is to meet the rapidly growing demand for lithium-ion energy solutions and to be the supplier of choice,
+Added: targeting large companies having energy storage needs.
+Added: We have established selling relationships with customers with large fleets of
+Added: forklifts and GSE.
+Added: We intend to reach this goal by investing in research and development to expand our product mix, by expanding our
+Added: sales and marketing efforts, improving our customer support efforts and improving production efficiencies.
+Added: Our research and
+Added: development efforts will continue to focus on providing adaptable, reliable and cost-effective energy storage solutions for our
+Added: We have received three patents on advanced technology related to lithium-ion energy storage solutions.
+Added: The technology
+Added: behind these patents is designed to:
battery life by optimizing the charging cycle,
1 unchanged sentence
artificial intelligence to predictively balance the cells for optimal performance.
−Removed: largest sector of penetration thus far has been the material handling sector which we believe is a multi-billion-dollar addressable market.
−Removed: We believe the sector will provide us with an opportunity to grow our business as we enhance our product mix and service levels and grow
−Removed: our sales to large fleets of forklifts and GSEs.
−Removed: Applications of our modular packs for other industrial and commercial uses, such as
−Removed: mobile energy storage systems, are providing additional current growth and further opportunities.
−Removed: We intend to continue to expand our
−Removed: supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy to meeting our growth and
−Removed: “building scale” objectives.
−Removed: following table summarizes the new orders, shipments, and backlog activities for the following fiscal quarters:
−Removed: Fiscal Quarter Ended
−Removed: Beginning Backlog
−Removed: Ending Backlog
−Removed: March 31, 2024
−Removed: June 30, 2024
−Removed: September 30, 2024
−Removed: December 31, 2024
−Removed: March 31, 2025
−Removed: June 30, 2025
−Removed: represents the amount of anticipated revenues we may recognize in the future from existing contractual orders with customers that are
−Removed: in progress and have not yet shipped.
−Removed: Backlog values may not be indicative of future operating results as orders may be cancelled, modified
−Removed: or otherwise altered by customers.
−Removed: In addition, our ability to realize revenue from our backlog will be dependent on the delivery of
−Removed: key parts from our suppliers and our ability to manufacture and ship our products to customers in a timely manner.
−Removed: There can be no assurance
−Removed: that outstanding customer orders will be fulfilled as expected and that our backlog will result in future revenues.
−Removed: of September 12, 2025, our order backlog was approximately $7.5 million.
−Removed: We have recently experienced
−Removed: some delays in new orders for our energy storage solutions, reflecting corresponding deferrals of new forklift purchases by selected
−Removed: large customer fleets due to lower capital spending and interest rate variability, and more recently, global tariff uncertainties.
−Removed: While we have had very few cancellations of existing purchase orders, some customers have revised their order terms to fiscal 2026.
−Removed: Some customers have attributed lower capital spending to concerns over the economy and the uncertainty of higher interest rates, as
−Removed: well as broader geopolitical uncertainty.
−Removed: More recently, the economic impacts and costs of higher global tariffs implemented by the U.S government have affected
−Removed: new purchase orders.
−Removed: The impact of order deferrals has required additional selling strategies to support our
−Removed: targeted sales trajectory.
−Removed: We have seen improvements in our
−Removed: sourcing and purchasing activity, reflecting our efforts to expand and optimize our vendor strategy.
−Removed: Additional improvements include more
−Removed: secondary sources to minimize stock-outs, lower costs from increasing sources, and controlled delivery times, as reflected in our current
−Removed: inventory levels.
−Removed: With strategic supply chain and profitability improvement initiatives, lower costs and higher volume purchasing, we
−Removed: are targeting gross margin improvement to continue.
−Removed: We are highly focused on expanding sales and marketing initiatives to secure new customer
−Removed: relationships and support continued migration to lithium of current customers.
−Removed: We recently have added our second tier one OEM private
−Removed: label battery program to supplement our strong OEM relationships and approvals.
−Removed: This collaboration marks a a significant milestone for
−Removed: our S-Series line, which now includes products with the UL Type EE certification, which provides added safety and durability capabilities.
−Removed: We are also working with our distribution network to expand customer acquisition with direct-to-customer initiatives.
−Removed: We also announced a new partnership
−Removed: aimed at enhancing the recycling process for end-of-life lithium-ion batteries with the largest critical battery components recycling
−Removed: company in the U.S.
−Removed: This collaboration represents a significant step forward in our ongoing commitment to environmental responsibility.
−Removed: Business Trends and Uncertainties
−Removed: In 2025, the U.S.
−Removed: increased certain existing tariffs and implemented new tariffs on imported products.
−Removed: In April 2025, the U.S.
−Removed: government increased
−Removed: import tariffs across a wide range of countries at various rates, including on product imports from almost all countries, and
−Removed: individualized higher tariffs on certain countries, notably China.
−Removed: Some of these tariff announcements have since been followed by
−Removed: announcements of limited exemptions and temporary pauses.
−Removed: Due to the uncertainties pertaining to tariffs and tariff levels, it is
−Removed: difficult for us to reliably forecast the ongoing impact to our business or that of our customers but is expected that
−Removed: tariffs would negatively impact our revenues, profitability and cash flows.
−Removed: Management is actively evaluating ways to mitigate
−Removed: potential impacts of tariffs.
−Removed: a portion of our raw materials and components from countries that are subject to import tariffs imposed by the U.S.
−Removed: government, in particular
−Removed: materials and components that are from China.
−Removed: We expect to be able to offset some of the impact of the enacted tariffs with supply chain
−Removed: adjustments, alternative manufacturing locations and cost reduction actions.
−Removed: However, at current and anticipated tariff levels, we will
−Removed: also need to increase the selling prices of our products in order to achieve an acceptable profit margin.
−Removed: In response to business uncertainties
−Removed: resulting from tariffs and increased tariff levels imposed by the U.S.
−Removed: government on goods imported into the U.S., we temporarily paused
−Removed: imports from our battery cell supplier in China.
−Removed: The pause was short-lived as both parties quickly agreed to modified terms.
−Removed: At this time,
−Removed: neither the pause in shipments nor the modified terms have materially affected the Company’s operations.
−Removed: However, further escalation
−Removed: of tariffs between the U.S.
−Removed: and China could have a material effect on our ability to cost-effectively source from our supplier in China.
−Removed: Trade-related disruptions can
−Removed: create further uncertainty and supply chain interruptions, which may result in last-minute procurement efforts at elevated cost.
−Removed: closely monitoring the fluid nature of proposed tariffs and any impact they may have on our operations and will continue to monitor macroeconomic
−Removed: conditions and evaluate the financial and operational impact of ongoing trade policy shifts.
−Removed: These risks could intensify depending on
−Removed: future developments and we are actively incorporating these considerations into our future operation planning, including assessing pricing
−Removed: actions, cost-control measures, and long-term sourcing strategies.
−Removed: If tariffs escalate or global
−Removed: inflationary trends persist, our customers may face greater economic strain, which could in turn affect demand for our products.
−Removed: focused on maintaining operational flexibility and adapting our supply chain to navigate these uncertainties and support long-term business
−Removed: See “Risk Factors” under Part II, Item 1A for additional information.
+Added: largest sector of penetration thus far has been the material handling sector, which we believe is a multi-billion-dollar addressable
+Added: We believe the sector will provide us with an opportunity to grow our business as we enhance our product mix and service levels
+Added: and grow our sales to large fleets of forklifts and GSE.
+Added: Applications of our modular packs for other industrial and commercial uses,
+Added: such as mobile energy storage systems, are providing additional current growth and further opportunities.
+Added: We intend to continue to expand
+Added: our supply chain and customer partnerships and seek further partnerships and/or acquisitions that provide synergy in order to meet our
+Added: growth and “building scale” objectives.
+Added: useful measure of our relative financial condition consists of the analysis of our historical backlog in comparison to the current period.
+Added: “Backlog” represents the amount of anticipated revenues we may recognize in the future from existing contractual orders with
+Added: customers that are in progress and have not yet shipped.
+Added: Backlog values may not be indicative of future operating results as orders may
+Added: be cancelled, modified or otherwise altered by customers.
+Added: In addition, our ability to realize revenue from our backlog will be dependent
+Added: on the delivery of key parts from our suppliers and our ability to manufacture and ship our products to customers in a timely manner.
+Added: There can be no assurance that outstanding customer orders will be fulfilled as expected and that our backlog will result in future revenues.
+Added: of June 30, 2026 our order backlog was approximately $3.7 million.
+Added: The following table presents our order, shipment and backlog history
+Added: for the current and last five quarters:
+Added: the second half of fiscal 2025, we began experiencing a slowdown in new orders for our energy storage solutions.
+Added: The slowdown reflected
+Added: deferrals of new forklift purchases by selected large customer fleets due to lower capital spending and interest rate variability, and
+Added: it continued throughout fiscal 2026.
+Added: Some customers attributed their lower capital spending to concerns over the economy, uncertainty
+Added: of higher interest rates, as well as broader geopolitical uncertainty.
+Added: More recently, the economic impacts and costs of higher global
+Added: tariffs implemented by the U.S.
+Added: government have negatively impacted new purchase orders.
+Added: The impact of order deferrals by our customers
+Added: required us to implement new selling strategies and to focus on cost controls and expense reduction.
+Added: have seen improvements in our sourcing and purchasing activity, reflecting our efforts to expand and optimize our vendor strategy.
+Added: improvements include more secondary sources to minimize stock-outs, lower costs from increasing sources and controlled delivery times,
+Added: as are now reflected in our current inventory levels.
+Added: With strategic supply chain and profitability improvement initiatives, lower costs
+Added: and higher volume purchasing, we are lowering the cost of our products in order to improve our competitive position.
+Added: We are highly focused
+Added: on expanding selling and marketing initiatives to secure new customer relationships and support continued migration to lithium of current
+Added: We have two private label battery programs and recently hired a Director of OEM Business Development to further strengthen
+Added: our OEM relationships and to assist with OEM certifications and approvals.
+Added: We are also working with our distribution network to expand
+Added: customer acquisition with direct-to-customer initiatives.
+Added: Trends and Uncertainties
+Added: January 2025, the U.S.
+Added: government has increased certain existing import tariffs and has implemented new import tariffs across a wide
+Added: range of countries at various rates, including on product imports from almost all countries, and individualized higher tariffs on certain
+Added: countries, notably China.
+Added: While we have been able to offset some of the impact of the enacted tariffs with supply chain adjustments,
+Added: alternative manufacturing locations, cost reduction actions and by increasing the selling prices of our products, we believe that tariffs
+Added: have negatively impacted our revenues, profitability and cash flows.
+Added: Some of these tariff announcements have since been followed by announcements
+Added: of limited exemptions and temporary pauses, and all have been affected by various circuit court decisions and a key decision by the U.S.
+Added: Supreme Court, which invalidated certain tariffs.
+Added: In response to the U.S.
+Added: Supreme Court ruling, the current administration debuted a
+Added: system for repaying importers for tariffs struck down by the U.S.
+Added: Supreme Court while also announcing the implementation of new tariffs
+Added: under an alternative statutory authority.
+Added: Upon the expiration of such tariffs, the current administration announced new tariffs under
+Added: a different statutory authority.
+Added: continues to actively evaluate ways to mitigate the impacts of tariffs on our business and financial results, however, due to the uncertainties
+Added: pertaining to tariffs and tariff levels, it is difficult for us to reliably forecast the extent of the ongoing impact to our business
+Added: or customers.
+Added: Trade-related
+Added: disruptions can create further uncertainty and supply chain interruptions, which may result in last-minute procurement efforts at elevated
+Added: We are closely monitoring the fluid nature of proposed tariffs and any further impact they may have on our operations, and will
+Added: continue to monitor macroeconomic conditions and evaluate the financial and operational impact of ongoing trade policy shifts.
+Added: risks could intensify depending on future developments and we are actively incorporating these considerations into our future operation
+Added: planning, including assessing pricing actions, cost-control measures and long-term sourcing strategies.
+Added: tariffs continue to escalate or global inflationary trends persist, our customers may face greater economic strain, which could in turn
+Added: affect demand for our products.
+Added: We remain focused on maintaining operational flexibility and adapting our supply chain to navigate these
+Added: uncertainties to support long-term business performance.
+Added: See Part I, Item 1A – Risk Factors for additional information.
and Related Information
operate as a single reportable segment.
−Removed: Accounting Pronouncements
+Added: Issued Accounting Pronouncements
November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.
9 unchanged sentences
See Note 14 – Segment Information included in the notes to
−Removed: our consolidated financial statements included in this Annual Report.
−Removed: Issued Accounting Pronouncements
−Removed: Management has considered
−Removed: all recent accounting pronouncements not yet adopted in our consolidated financial statements.
−Removed: In November 2024, the FASB issued Accounting
−Removed: Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation
−Removed: Disclosures (Topic 220):
−Removed: Disaggregation of Income Statement Expenses , which requires additional disclosure of certain amounts included
−Removed: in the expense captions presented on the statement of operations, as well as disclosures about selling expenses.
−Removed: The ASU is effective
−Removed: on a prospective basis, with the option for retrospective application, for our fiscal year ending June 30, 2028 and interim periods thereafter.
+Added: our consolidated financial statements included in this Form.
+Added: has considered all recent accounting pronouncements not yet adopted in our consolidated financial statements.
+Added: In December 2025, the FASB
+Added: issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements .
+Added: The ASU is effective for public business entities
+Added: for interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: Early adoption is allowed.
+Added: October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:
+Added: Codification Amendments in Response to the SEC’s Disclosure
+Added: Update and Simplification Initiative , to incorporate several SEC disclosure requirements into a variety of Topics in the FASB Codification.
+Added: When effective, ASU 2023-06 will not significantly affect the disclosure requirements for entities subject to SEC’s existing disclosure
+Added: requirements, given those entities’ requirement to comply with Regulation S-X.
+Added: The effective date of each amendment of the ASU
+Added: will be the date of the SEC’s removal of the related disclosure from its regulations, to prevent duplication.
+Added: Early adoption is
+Added: November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive
+Added: Income – Expense Disaggregation Disclosures (Topic 220):
+Added: Disaggregation of Income Statement Expenses , which requires additional
+Added: disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about
+Added: selling expenses.
+Added: The ASU is effective on a prospective basis, with the option for retrospective application, for our fiscal year ending
+Added: June 30, 2028 and interim periods thereafter.
Early adoption is permitted for annual financial statements that have not yet been issued.
−Removed: We are evaluating the disclosure requirements
−Removed: related to the new standard.
−Removed: In December 2023, the FASB issued Accounting Standards Update 2023-09,
−Removed: Income Taxes (Topic 740), Improvements to Income Tax Disclosures , which requires more detailed income tax disclosures.
−Removed: requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information
−Removed: on income taxes paid by jurisdiction.
−Removed: The disclosure requirements will be applied on a prospective basis, with the option to apply them
−Removed: retrospectively.
−Removed: The standard is effective for our fiscal year ending June 30, 2026, with early adoption permitted.
−Removed: We are evaluating
−Removed: the disclosure requirements related to the new standard.
−Removed: Accounting Policies and Estimates
+Added: We are evaluating the disclosure requirements related to the new standard.
+Added: Adopted Accounting Pronouncements
+Added: December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures ,
+Added: which requires more detailed income tax disclosures.
+Added: The standard is effective for this fiscal year ending June 30, 2026 and the financial
+Added: statements contained herein.
+Added: Accounting Policies and Estimates updates
discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been
4 unchanged sentences
On an ongoing basis, we evaluate our estimates based on
−Removed: its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of
−Removed: which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
+Added: historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which
+Added: form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.
−Removed: believe the following critical accounting policies and estimates affect the preparation of our financial statements:
+Added: addition, adjustments were made to our previously reported Financial Statements for the period ended June 30, 2025 in accordance with
+Added: FASB ASC 250 – Accounting Changes and Error Corrections.
+Added: Such reclassifications consist of certain previously reported amounts
+Added: in order to conform on a comparable basis with our current Financial Statement presentation.
+Added: The reclassifications had no effect on previously
+Added: reported net income, total assets, stockholders’ equity or cash flows.
+Added: Management presents current and comparative results of operations
+Added: with a disaggregation of intangible assets from other fixed assets and a disaggregation of interest expense from other expense.
+Added: follows is a discussion of key areas where critical accounting policies and estimates affect the preparation of our financial statements.
+Added: Values of Financial Instruments
+Added: carrying amount of our cash, accounts payable, accounts receivable, and accrued liabilities approximate their estimated fair values due
+Added: to the short-term maturities of those financial instruments.
+Added: The carrying amount of the line of credit approximates fair value as interest
+Added: approximates current market interest rates for similar instruments.
+Added: Management has concluded that it is not practical to determine the
+Added: estimated fair value of subordinated debt due to related parties because the transactions cannot be assumed to have been consummated
+Added: at arm’s length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an
+Added: independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential
+Added: do not have any other assets or liabilities that are measured at fair value on a recurring or non-recurring basis.
+Added: receivable are evaluated according to the Financial Accounting Standards Board ASC 326-20 and Accounting Standards Update No.
+Added: of Current Expected Credit Losses (“CECL”).
+Added: Under the CECL model, we estimate expected credit losses over the lifetime of
+Added: accounts receivable using forward-looking data.
receivable are carried at their estimated collectible amounts.
10 unchanged sentences
respectively.
−Removed: recognize revenue in accordance to the Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with
−Removed: Customers (“ASC 606”) for all contracts.
+Added: and equipment, office equipment and furniture and equipment are stated at cost, net of accumulated depreciation.
+Added: Depreciation and amortization
+Added: are expensed using the straight-line method over the estimated useful lives of the related assets ranging from three to five years.
+Added: Improvements are amortized over the lesser of the useful life of the related asset or the lease term.
+Added: consists primarily of internally developed software incorporated into manufactured product, is stated at capitalized cost and is amortized
+Added: over five years.
+Added: of Long-lived Assets
+Added: accordance with authoritative guidance for the impairment or disposal of long-lived assets, if indicators of impairment exist, we
+Added: assess the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered
+Added: through the undiscounted future operating cash flows.
+Added: impairment is indicated, we measure the amount of such impairment by comparing the carrying value of the asset to the present value of
+Added: the expected future cash flows associated with the use of the asset.
+Added: Management determined that no impairment indicators were present
+Added: and, accordingly, no impairment losses were recognized during the fiscal years ended June 30, 2026 and 2025.
+Added: report leases on our consolidated financial statements in conformance with ASC 842 - Leases, which are classified as operating leases
+Added: and finance leases.
+Added: We have two operating leases for our warehouse facilities and three finance leases for a vehicle and manufacturing
+Added: We evaluate our exposure to product warranty obligations based on historical experience.
+Added: Our products, primarily lift equipment
+Added: packs, are warrantied for five years unless modified by a separate agreement.
+Added: As of June 30, 2026 and 2025, we carried warranty
+Added: liability of approximately $2.8 million and $3.4 million, respectively, included in accrued expenses on our consolidated
+Added: balance sheets.
+Added: recognize revenue in accordance to the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all contracts.
We derive our revenue from the sale of products to customers.
−Removed: We sell our products
−Removed: primarily through a distribution network of equipment dealers, OEMs and battery distributors in primarily North America.
−Removed: revenue for the products when all significant risks and rewards have been transferred to the customer, there is no continuing managerial
−Removed: involvement associated with ownership of the goods sold is retained, no effective control over the goods sold is retained, the amount
−Removed: of revenue can be measured reliably, it is probable that the economic benefits associated with the transactions will flow to us and the
−Removed: costs incurred or to be incurred with respect to the transaction can be measured reliably.
−Removed: revenue is recognized as a distinct single performance obligation which occurs at the point in time that title passes to the customer.
−Removed: Our customers do have a right to return product, but our returns have historically been minimal.
−Removed: evaluate our exposure to product warranty obligations based on historical experience.
−Removed: Our products, primarily forklift equipment packs, are
−Removed: warrantied for five years unless modified by a separate agreement.
−Removed: As of June 30, 2025 and 2024, we carried warranty liability of approximately
−Removed: $3,377,000 and $3,018,000, respectively, which is included in accrued expenses on our consolidated balance sheets.
+Added: We sell our products primarily through a distribution network of equipment
+Added: dealers, OEMs and battery distributors located primarily in North America.
+Added: We recognize revenue for the products when all significant
+Added: risks and rewards have been transferred to the customer, there exists no continuing managerial involvement associated with ownership
+Added: of the goods sold is retained, no effective control over the goods sold is retained, the amount of revenue can be measured reliably,
+Added: it is probable that the economic benefits associated with the transactions will flow to us and the costs incurred or to be incurred with
+Added: respect to the transaction can be measured reliably.
+Added: revenue is recognized as a distinct single performance obligation which represents the point in time that a customer receives delivery
+Added: Customers do have a right to return product, but returns have historically been minimal.
to the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic No.
15 unchanged sentences
paid-in-capital.
+Added: to FASB ASC Topic No.
+Added: 740, Income Taxes, deferred tax assets or liabilities are recorded to reflect the future tax consequences
+Added: of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end.
+Added: amounts are adjusted, as appropriate, to reflect enacted changes in tax rates expected to be in effect when the temporary differences
+Added: We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns,
+Added: as well as all open tax years in these jurisdictions.
+Added: As a result, no unrecognized tax benefits have been identified as of June 30, 2026
+Added: and 2025, and, accordingly, no additional tax liabilities were recorded.
+Added: record deferred tax assets and liabilities based on the differences between the financial statement and tax bases of assets and liabilities
+Added: and on operating loss carry forwards using enacted tax rates in effect for the year in which the differences are expected to reverse.
+Added: A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.
of Operations
−Removed: of Results of Operations of the Fiscal Years Ended June 30, 2025 and 2024
−Removed: following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this
−Removed: Annual Report.
−Removed: following table represents our statement of operations for the fiscal years ended June 30, 2025 (“fiscal 2025”) and June
+Added: of the Fiscal Years Ended June 30, 2026 and 2025
+Added: discussions that follow should be read in conjunction with our financial statements and the related notes that appear in this Form.
+Added: table below represents our statement of operations for the fiscal years ended June 30, 2026 (“fiscal 2026”) and June 30,
2025 (“fiscal 2025”).
year ended June 30,
−Removed: Year ended June 30, 2024
−Removed: % of Revenues
−Removed: % of Revenues
Cost of sales
Operating expenses:
−Removed: Selling and administrative
−Removed: Research and development
+Added: Selling, general and administrative
+Added: and development
Total operating expenses
Operating loss
−Removed: Other income (expense):
−Removed: Interest income (expense), net
+Added: Other expense, net
+Added: Interest expense, net
$ (7,448,000 )
2 unchanged sentences
1, 2, and 3 forklifts.
−Removed: Over the past two years, we expanded our product offering into adjacent applications, including airport GSE.
−Removed: launch of larger packs over the past two years has shifted our portfolio mix to include packs with higher average selling prices as compared
−Removed: to our historical mix.
−Removed: We believe that we are well positioned to address the needs of many segments within the material handling sector
−Removed: in light of our modular and scalable energy storage solution design coupled with our proprietary battery management system that can be
−Removed: coupled with our telemetry based “SkyBMS” product offering.
+Added: Over the past three years, we expanded our product offering into adjacent applications, including airport ground
+Added: support equipment.
+Added: The launch of larger packs over the past three years has shifted our portfolio mix to include packs with higher average
+Added: selling prices as compared to our historical mix.
+Added: We believe that we are well positioned to address the needs of many segments within
+Added: the material handling sector in light of our modular and scalable energy storage solution design coupled with our proprietary battery
+Added: management system “SkyBMS” that can be coupled with our telemetry based product offering.
sell our products through several different channels including OEMs, lift equipment dealers and battery distributors as well as directly
3 unchanged sentences
solutions directly to other accounts including industrial equipment manufacturers and end users.
−Removed: for fiscal 2025 increased $5,610,000 or 9%, to $66,434,000, compared to $60,824,000 for fiscal 2024.
−Removed: increase in revenues was driven by increased demand in both the material handling and GSE markets.
−Removed: The material handling revenue increase
−Removed: was attributed to increased unit demand for our private label walkie packs.
−Removed: The GSE revenue increase was attributed to new customer acquisition
−Removed: and higher average selling prices.
−Removed: of sales for fiscal 2025 increased $1,103,000, or 3%, to $44,694,000, compared to $43,591,000 for fiscal 2024.
−Removed: increase in cost of sales was directly associated with higher sales of energy storage solutions, partially offset by lower average cost
−Removed: of sales per unit achieved during the current year as a result of our gross margin improvement initiatives, including design enhancements
−Removed: to lower cost, improve serviceability, simplify bill of materials and supply chain initiatives to improve inventory turns and create
−Removed: part commonality across multiple product lines.
−Removed: Cost of sales as a percentage of revenues for fiscal 2025 was 67%, a decrease
−Removed: of five percentage points, compared to 72% for fiscal 2024.
−Removed: profit for fiscal 2025 increased $4,507,000 or 26%, to $21,740,000, compared to $17,233,000 for fiscal 2024.
−Removed: The increase in
−Removed: profitability is primarily due to the impact of manufacturing efficiencies, cost savings initiatives and lower warranty-related expense.
−Removed: profit margin (gross profit expressed as a percentage of revenues) increased to 33% for fiscal 2025 compared to 28 %
−Removed: for fiscal 2024.
−Removed: and Administrative
−Removed: and administrative expenses for fiscal 2025 increased $3,372,000 or 18%, to $23,304,000, compared to $18,932,000 for fiscal 2024.
−Removed: expenses consist primarily of salaries and personnel-related expenses, sales force commissions, consulting fees, facilities-related expenses,
+Added: for fiscal 2026 decreased $24,302,000 or 37%, to $42,132,000, compared to $66,434,000 for fiscal 2025.
+Added: The decrease in revenues was driven
+Added: by our largest customer within material handling significantly cutting their capital expense budget, an increasing number of competitive
+Added: market participants within the GSE market, and overall pricing pressures which were driven by cost increases from tariffs.
+Added: of sales for fiscal 2026 decreased $15,279,000, or 34%, to $29,415,000, compared to $44,694,000 for fiscal 2025.
+Added: The decrease was mostly
+Added: attributed to lower sales volume, lower labor costs from a lower headcount and lower warranty related costs.
+Added: Cost of sales as a percent
+Added: of revenues increased 2.5% from higher per unit costs due to tariffs and a loss in operating leverage within labor and overhead due to
+Added: lower revenue, but were slightly offset by lower warranty related costs per unit.
+Added: profit for fiscal 2026 decreased $9,023,000 or 42%, to $12,717,000, compared to $21,740,000 for fiscal 2025 primarily due to lower sales
+Added: Gross profit margin decreased 254 basis points year over year as a result of higher per unit costs due to tariffs, a loss in
+Added: operating leverage within labor and overhead due to lower revenue, but were slightly offset by lower warranty related costs per unit.
+Added: General and Administrative
+Added: general and administrative expenses for fiscal 2026 decreased $5,927,000 or 27%, to $16,377,000, compared to $22,304,000 for fiscal 2025.
+Added: Such expenses consist primarily of personnel-related expenses, sales force commissions, consulting fees, facilities-related expenses,
outbound shipping costs, insurance premiums, marketing expenses, travel expenses, public relations expenses and bad debt expenses.
−Removed: increase was primarily attributable to professional fees related to the restatement of previously issued financial statements, legal
−Removed: settlements, bonuses, and severance, while slightly offset by lower stock-based compensation driven by forfeitures.
+Added: decrease was primarily due to reductions in salaries and wages from a lower headcount and reductions in bonuses, executive severance,
+Added: commission expenses, shipping expenses and professional fees, and the prior year included the cost of the multi-year restatement of previously
+Added: filed financial statements.
and Development
3 unchanged sentences
with revisions to existing product designs and new product development.
−Removed: The decrease was primarily attributable to payroll and related
−Removed: benefits as well as stock-based compensation driven from reduced headcount and related stock award forfeitures.
−Removed: Income (Expense), net
−Removed: expense (expense), net for fiscal 2025 decreased $72,000 or 4%, to $1,646,000, compared to $1,718,000 for fiscal 2024.
−Removed: The decrease in
−Removed: interest expense was due to lower average balances outstanding on our GBC Credit Facility.
−Removed: loss during fiscal 2025 decreased $1,659,000 or 20%, to a net loss of $6,674,000 compared to a net loss of $8,333,000 for fiscal
−Removed: The lower net loss for fiscal 2025 was primarily attributable to the increase in gross profit while slightly offset by higher
−Removed: general and administrative costs.
+Added: The decrease was primarily attributable to decreased salaries
+Added: and wages from a lower headcount, lower bonuses, and a lower level of research and development project activity.
+Added: expense, net for fiscal 2026 and 2025 were $121,000 and $81,000, respectively, and consisted primarily of discount charged on accounts
+Added: receivable that are factored through a financial institution.
+Added: expense, net for fiscal 2026 decreased $712,000 or 45%, to $853,000, compared to $1,565,000 for fiscal 2025.
+Added: The decrease in interest
+Added: expense was primarily due to lower average borrowings under our credit facilities during the twelve months ended June 30, 2026 as compared
+Added: to the same period a year ago.
+Added: loss for fiscal 2026 increased $774,000 or 12%, to a net loss of $7,448,000 compared to a net loss of $6,674,000 for fiscal 2025.
+Added: increase in net loss was primarily attributable to the decrease in revenue while slightly offset by a decline in operating expenses.
EBITDA is a non-GAAP financial measure.
−Removed: Adjusted EBITDA is calculated taking net loss and adding back the expenses related to interest,
−Removed: income taxes, depreciation, amortization and stock-based compensation, each of which has been calculated in accordance with GAAP.
−Removed: Additionally, costs to restate prior periods, as presented in our Annual Report on Form 10-K filed for the year ended
−Removed: June 30, 2024, and litigation resulting from such restatements are also added back.
−Removed: EBITDA was a loss of approximately $147,000 for fiscal 2025 compared to a loss of $3,999,000 for fiscal 2024.
+Added: Adjusted EBITDA is calculated by taking net loss and adding back the expenses related to
+Added: interest, income taxes, depreciation, amortization, stock-based compensation and financing costs, each of which has been calculated
+Added: in accordance with GAAP.
+Added: Additionally, costs to restate prior periods as presented in our Annual Report on Form 10-K filed for the
+Added: fiscal year ended June 30, 2024 and litigation resulting from such restatements are also added back.
+Added: Adjusted EBITDA was a loss of
+Added: approximately $4,506,000 for fiscal 2026 compared to a loss of $146,000 for fiscal 2025.
believes that Adjusted EBITDA, when viewed with our results under GAAP and the accompanying reconciliations, provides useful information
14 unchanged sentences
Income tax provision
−Removed: Depreciation and amortization
+Added: and amortization
Add/Subtract:
−Removed: Restatement and related costs
+Added: Restatement and related
Stock-based compensation
2 unchanged sentences
and Capital Resources
−Removed: fiscal 2025, we generated positive cash flows from operations of $0.6 million.
−Removed: As of June 30, 2025, we had an accumulated deficit of
−Removed: $106.4 million.
−Removed: To date, our business has not generated sufficient cash to fund our operations.
−Removed: However, given our existing backlog,
−Removed: we anticipate that revenue growth coupled with improvement in our gross margin and lower operating expenses will move us closer to
−Removed: profitability and improve our cash flow.
−Removed: Our gross margin improvement plan includes, but is not limited to, efforts to reduce
−Removed: product costs.
+Added: of June 30, 2026, we had an accumulated deficit of $113.8 million.
+Added: To date, our business has not generated sufficient cash to fund our
+Added: However, given our existing backlog, we anticipate that revenue growth coupled with improvement in our gross margin and lower
+Added: operating expenses will move us closer to profitability and improve our cash flow.
+Added: Our gross margin improvement plan includes, but is
+Added: not limited to, efforts to reduce product costs.
We received new orders during fiscal 2026 of approximately $35.9 million.
−Removed: of June 30, 2025, we had an existing cash balance of $1.3 million and $2.4 million remaining available under our $16.0 million GBC
−Removed: Credit Facility subject to borrowing base limitations.
−Removed: However, if the Company were to experience an event of default, as
−Removed: defined by the loan agreements, as amended, such additional funds may not be made available.
+Added: of June 30, 2026, we had an existing cash balance of $0.3 million and $9.7 million remaining available under our $16.0 million GBC Credit
+Added: Facility subject to borrowing base limitations.
+Added: As discussed in Note 7 – Line of Credit, on March 31, 2026, we notified GBC that
+Added: we failed to comply with the minimum EBITDA financial covenant for the trailing three-month period ended February 28, 2026 under the
+Added: GBC Credit Facility, which resulted in an “event of default” under the GBC Credit Facility.
+Added: We are working with GBC to negotiate
+Added: an amendment to the GBC Credit Facility or otherwise obtain a waiver from GBC, however, there can be no assurance that we will be able
+Added: to do so or that we will be able to obtain a waiver from GBC on terms favorable to us or at all.
+Added: GBC has allowed us to continue to use
+Added: our line of credit under the GBC Credit Facility while negotiations continue, however, GBC can choose to limit or discontinue availability
+Added: and/or call the debt at any time.
April 2024 we notified GBC of a certain event of default with respect to our failure to maintain the EBITDA covenant for the trailing
3 unchanged sentences
May 31, 2024, we entered into Amendment No.
−Removed: 3 to the Loan and Security Agreement (the “Third Amendment”) with GBC,
−Removed: which amended certain terms including but not limited to amending the EBITDA Minimum financial covenant.
−Removed: In consideration for the
−Removed: Third Amendment, we agreed to pay GBC a non-refundable amendment fee of $50,000 in cash.
−Removed: See Note 7 – Notes Payable
−Removed: in the notes to our consolidated financial statements included in this
−Removed: Annual Report.
+Added: 3 to the Loan and Security Agreement (the “Third Amendment”) with GBC, which
+Added: amended certain terms including but not limited to amending the EBITDA Minimum financial covenant.
+Added: In consideration for the Third Amendment,
+Added: we agreed to pay GBC a non-refundable amendment fee of $50,000 in cash.
+Added: See Note 7 – Line of Credit in the notes to our consolidated
+Added: financial statements included in this Form.
August 30, 2024, GBC agreed to waive our non-compliance with, and the effects of our non-compliance under, various representations, financial
covenants and non-financial covenants relating to our financial restatements.
−Removed: On January 17, 2025,
−Removed: GBC agreed to waive our non-compliance with, and the effects of our non-compliance under, various representations, financial covenants
−Removed: and non-financial covenants relating to our financial restatements and our failure to maintain the EBITDA Minimum for certain financial
−Removed: January 22, 2025, we entered into Amendment No.
−Removed: 4 to the Loan Agreement (the “Fourth Amendment”) which amended certain
−Removed: terms relating to the EBITDA Minimum financial covenant of the Company.
−Removed: In consideration for the Fourth Amendment, paid GBC a
−Removed: non-refundable amendment fee of $50,000 in cash.
−Removed: July 16, 2025, we entered into Amendment No.
−Removed: 5 to the Loan Agreement (the “Fifth Amendment”) which
−Removed: amended the definition of the maturity date to August 31, 2025, unless otherwise
−Removed: extended pursuant to the terms of the Loan Agreement, provided however, upon the occurrence of either (i) an extension of the due date
−Removed: of our Subordinated Unsecured Promissory Note, as amended, with Cleveland Capital, L.P.
−Removed: (“the Cleveland Note”) to a date
−Removed: no earlier than September 29, 2027, or (ii) the conversion of all of the outstanding obligations under the Cleveland Note into equity
−Removed: of the Registrant, the maturity date will automatically extend to July 31, 2027.
−Removed: In consideration for the Fifth Amendment, we agreed
−Removed: to pay GBC a non-refundable amendment fee of $112,500.
−Removed: September 4, 2025, we entered into Amendment No.
−Removed: 6 to Loan Agreement (the “Sixth Amendment”), with the effective date of
−Removed: August 31, 2025, which amended certain terms of the Loan Agreement, including (i) modifications to the EBITDA minimum financial
−Removed: covenant of the Company, and (ii) an extension of the maturity date from August 31, 2025 to September 15, 2025, subject to
−Removed: acceleration or further extension pursuant to the terms of the Loan Agreement.
−Removed: the closing of the Private Placement on September 15, 2025, all the outstanding obligations under the Cleveland Note was applied in
−Removed: full towards satisfaction of the subscription by Cleveland in the Private Placement.
−Removed: Upon the conversion of all of the outstanding
−Removed: obligations under the Cleveland Note into equity of the Company, the Maturity Date of the Revolving Note was automatically extended
−Removed: to July 31, 2027.
−Removed: believe that our existing cash of $1.1 million, together with $6.7 million that currently remains available under our $16.0 million
−Removed: GBC Credit Facility, subject to borrowing base limitations, as of July 31, 2025, along with the $3.8 million cash proceeds portion
−Removed: from our recent private placement , which closed on September 15, 2025, will not be sufficient to meet our anticipated capital resources to fund planned operations for the next twelve months.
−Removed: “Future Liquidity Needs” below and Liquidity and Financial Condition in Note 2 – Summary of Significant
−Removed: Accounting Policies to the audited consolidated financial statements for additional information.
+Added: On January 17, 2025, GBC agreed to waive our non-compliance
+Added: with, and the effects of our non-compliance under, various representations, financial covenants and non-financial covenants relating
+Added: to our financial restatements and our failure to maintain the EBITDA Minimum for certain financial periods.
+Added: January 22, 2025, we entered into the Fourth Amendment which amended certain terms relating to the EBITDA Minimum financial covenant
+Added: of the Company.
+Added: In consideration for the Fourth Amendment, paid GBC a non-refundable amendment fee of $50,000 in cash.
+Added: July 16, 2025, we entered into the Fifth Amendment which amended the definition of the maturity date to August 31, 2025, unless otherwise
+Added: extended pursuant to the terms of the Loan and Security Agreement, provided however, upon the occurrence of either (i) an extension of
+Added: the due date of the Cleveland Note to a date no earlier than September 29, 2027, or (ii) the conversion of all of the outstanding obligations
+Added: under the Cleveland Note into equity of the Registrant, the maturity date will automatically extend to July 31, 2027.
+Added: In consideration
+Added: for the Fifth Amendment, we agreed to pay GBC a non-refundable amendment fee of $112,500.
+Added: September 4, 2025, we entered into the Sixth Amendment, with the effective date of August 31, 2025, which amended certain terms of the
+Added: Loan and Security Agreement, including (i) modifications to the EBITDA minimum financial covenant of the Company, and (ii) an extension
+Added: of the maturity date from August 31, 2025 to September 15, 2025, subject to acceleration or further extension pursuant to the terms of
+Added: the Loan and Security Agreement.
+Added: Upon the closing of the Private Placement on September 15, 2025, all the outstanding obligations under
+Added: the Cleveland Note was applied in full towards satisfaction of the subscription by Cleveland in the Private Placement.
+Added: Upon the conversion
+Added: of all of the outstanding obligations under the Cleveland Note into equity of the Company, the Maturity Date of the Revolving Note was
+Added: automatically extended to July 31, 2027.
+Added: September 15, 2025, we completed a private placement (the “Private Placement”) in which we sold 258,144 Preferred Stock Warrants
+Added: and 1,214,766 warrants to purchase shares of our common stock (the “Common Stock Warrants”) pursuant to a securities purchase
+Added: agreement, dated July 18, 2025 (the “Private Placement Purchase Agreement”), which we amended and restated on September 15,
+Added: 2025 (as amended and restated, the “Amended and Restated Private Placement Purchase Agreement”), for proceeds of approximately
+Added: $4,348,000, net of offering costs of $652,000, and the satisfaction of any and all of our obligations due to Cleveland under the Cleveland
+Added: Note pursuant to the Debt Satisfaction Agreement.
+Added: November 3, 2025, we completed an underwritten public offering (the “Public Offering”) of 3,840,000 shares of our common
+Added: stock at a public offering price of $2.50 per share.
+Added: In addition, we granted the underwriter a 30-day option to purchase up to an additional
+Added: 576,000 shares of common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, which
+Added: was subsequently exercised in full.
+Added: In total, proceeds received were approximately $9,760,000, net of offering costs of approximately
+Added: May 15, 2026, we entered into the CEF Purchase Agreement and related CEF Registration Rights Agreement with Roth Principal Investments,
+Added: providing a discretionary Committed Equity Facility of up to $40.0 million.
+Added: Beginning June 4, 2026, we may, at our option over 36 months,
+Added: sell shares of common stock to Roth Principal Investments at a price based on the VWAP during a specific valuation period, less a fixed
+Added: 3.0% discount in the case of a Market Open Purchase or an Intraday Purchase or less a fixed 5.25% discount in the case of a Pre-Market
+Added: Purchase or a Post-Market Purchase, subject to ownership and other limitations set forth in the CEF Purchase Agreement, including the
+Added: requirement that the closing sale price of our common stock on the trading day immediately prior to the applicable purchase date is not
+Added: less than the Threshold Price of $0.50.
+Added: On August 14, 2026, the closing price of our common stock on the Nasdaq Capital Market was $0.595
+Added: per share and we can provide no assurances that our common stock will continue to trade above the Threshold Price.
+Added: As of June 30, 2026,
+Added: we issued and sold 19,609 shares of common stock at an average price of $0.98 per share under the CEF Purchase Agreement and received
+Added: net proceeds of approximately $17,000, after offering costs of approximately $2,000.
+Added: See Note 10 – Stockholders’ Equity (Deficit)
+Added: to the consolidated financial statements for additional information pertaining to the Private Placement, the Public Offering and the
+Added: Committed Equity Facility.
+Added: has evaluated our expected cash and working capital requirements, which include, but are not limited to, investments in additional selling
+Added: and marketing, research and development and capital equipment, as well as our expected funding sources, which include, but are not limited
+Added: to, our existing cash, forecasted gross margin, proceeds we believe are available under the Committed Equity Facility, and funding we
+Added: believe is available under the GBC Credit Facility, subject to certain restrictions, covenants and borrowing base limitations.
+Added: Our borrowing
+Added: base changes as qualified collateral fluctuates and, therefore, available funding under the GBC Credit Facility could be substantially
+Added: As discussed in Note 7 – Line of Credit, on March 31, 2026, we notified GBC that we failed to comply with the minimum EBITDA
+Added: financial covenant for the trailing three-month period ended February 28, 2026 under the GBC Credit Facility, which resulted in an “event
+Added: of default” under the GBC Credit Facility.
+Added: We are working with GBC to negotiate an amendment to the GBC Credit Facility or otherwise
+Added: obtain a waiver from GBC, however, there can be no assurance that we will be able to do so or that we will be able to obtain a waiver
+Added: from GBC on terms favorable to us or at all.
+Added: GBC has allowed us to continue to use our line of credit under the GBC Credit Facility while
+Added: negotiations continue, however, GBC can choose to limit or discontinue availability at any time.
+Added: In addition, due to our event of default
+Added: under the GBC Credit Facility, GBC may, at its option, declare its commitments to us terminated and all of our obligations under the
+Added: GBC Credit Facility immediately due and payable, all without demand, notice or further action of any kind required on the part of GBC,
+Added: and/or exercise other remedies available to it, which include, among other things, its rights as a secured party under the GBC Credit
+Added: believe that our existing cash of $0.3 million as of June 30, 2026 will not be sufficient to meet our anticipated capital requirements
+Added: to fund planned operations for the next twelve months following the filing date of this Report, and since GBC can choose to limit our
+Added: access to our line of credit under the GBC Credit Facility and/or call the debt at any time, substantial doubt exists about our ability
+Added: to continue as a going concern over the 12 months following the filing date of this Report.
+Added: See “Future Liquidity Needs”
+Added: below and Liquidity and Financial Condition in Note 2 – Summary of Significant Accounting Policies to the consolidated
+Added: financial statements included in this Report for additional information.
+Added: following table represents a summary of our consolidated statement of cash flows for the fiscal year ended June 30, 2026 and 2025.
year ended June 30,
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash (used in) provided by
+Added: operating activities
$ (5,919,000 )
Net cash used in investing activities
−Removed: Net cash provided by financing activities
−Removed: Net change in cash
+Added: Net cash provided by financing
+Added: change in cash
$ (1,029,000 )
+Added: cash used in operating activities was $5,918,000 during fiscal 2026.
+Added: The primary uses of cash were the net loss of $7,448,000.
+Added: in operating assets and liabilities were reductions in accounts receivable and inventories, partially offset by a decrease in accounts
+Added: payable and accrued liabilities combined, office lease payments and an increase in other assets.
cash provided by operating activities was $610,000 during fiscal 2025.
The primary sources of cash were an increase in accounts payable
−Removed: and accrued expenses combined and non-cash operating
−Removed: The primary uses of cash were the net loss of $6,674,000, an increase in accounts receivable and an increase in other current
−Removed: cash used in operating activities was $4,798,000 during fiscal 2024.
−Removed: The primary uses of cash were the net loss of $8,333,000 and increases
−Removed: in inventory and accounts receivable, that were partially offset by non-cash operating costs and an increase in accounts payable and
−Removed: accrued expenses combined .
+Added: and accrued expenses combined and non-cash operating costs.
+Added: The primary uses of cash were the net loss of $6,674,000, an increase in
+Added: accounts receivable and an increase in other current assets.
cash used in investing activities during fiscal 2026 was $509,000, primarily due to purchases of furniture and office equipment, warehouse
2 unchanged sentences
of furniture and office equipment, warehouse equipment and other related costs.
−Removed: cash provided by financing activities during fiscal 2025 was $734,000, primarily due to drawing $1,000,000 under the Cleveland
−Removed: Subordinated Line of Credit, partially offset by $207,000 in net repayments under the GBC Credit.
−Removed: Net cash provided by financing
−Removed: activities during fiscal 2024 was $3,915,000, primarily due to $3,922,000 in net borrowings under the GBC Credit Facility and SVB
−Removed: Credit Facility.
+Added: cash provided by financing activities during fiscal 2026 was $5,398,000, primarily due to $12,952,000 net cash proceeds from the Public
+Added: Offering, the Private Placement and the Committed Equity Facility, partially offset by $7,324,000 of net repayments under the working
+Added: capital line of credit.
+Added: Net cash provided by financing activities during fiscal 2025 was $734,000, primarily due to drawing $1,000,000
+Added: under the Cleveland Subordinated Line of Credit, partially offset by $207,000 in net repayments under the GBC Credit Facility.
Liquidity Needs
−Removed: have evaluated our expected cash requirements over the next twelve months, which include, but are not limited to, investments in additional
−Removed: sales and marketing and research and development, capital expenditures, and working capital requirements and have determined that our
−Removed: existing cash resources are not sufficient to meet our anticipated needs during the next twelve months, from the filing of this annual
−Removed: See Liquidity and Financial Condition in Note 2 – Summary of Significant Accounting Policies to the audited consolidated
−Removed: financial statements for additional information.
−Removed: of July 31, 2025, we had a cash balance of $1.1 million and funding available under our GBC Credit Facility under which up to $6.7
−Removed: million is currently available, subject to borrowing base limitations.
−Removed: Additionally, the cash portion of the proceeds in connection
−Removed: with the closing of a $5.0 million private placement on September 15, 2025 is approximately $3.8 million.
−Removed: ability to draw funds from the GBC Credit Facility is subject to certain restrictions, covenants and borrowing base limitations.
−Removed: of the Default under the GBC Credit Facility, the financial covenants in the Agreement were modified to help prevent future defaults.
−Removed: If we are unable to meet the conditions provided in the loan documents, the funds may not be available to us.
−Removed: In addition, our operations
−Removed: have been impacted by delays in new orders of its energy storage solutions due to corresponding deferrals of new forklift purchases mainly
−Removed: caused by lower capital spending in the market sector that we serve and interest rate variability affecting selected large customer fleets
−Removed: which have impacted its ability to meet projected revenue targets and generate cash from operations.
−Removed: Further, these events have placed
−Removed: pressure on our cash resources and raise substantial doubt about our ability to continue as a going concern for the next twelve months
−Removed: following the filing date of this Annual Report on Form 10-K.
−Removed: should there be any delays in the receipts of key component parts, due in part to supply change disruptions, our ability to fulfill the
−Removed: backlog of sales orders will be negatively impacted resulting in lower availability of cash resources from operations.
−Removed: In that event,
−Removed: we may be required to raise additional funds by issuing equity or convertible debt securities.
−Removed: If such funds are not available when required,
−Removed: management will be required to curtail investments in new product development, which may have a material adverse effect on future cash
−Removed: flows and results of operations and our ability to continue operating as a going concern.
−Removed: See Liquidity and Financial Condition
−Removed: in Note 2 – Summary of Significant Accounting Policies to the audited consolidated financial statements for additional information.
−Removed: There is no guarantee that additional funds will be available on a timely basis
−Removed: or on acceptable terms.
−Removed: Our failure to timely file our fiscal 2024 annual report on form 10-K and subsequent fiscal 2025 interim quarterly
−Removed: reports on Form 10-Q means that we currently are ineligible to use a registration statement on Form S-3.
−Removed: We will not be eligible to use
−Removed: a registration statement on Form S-3 again until we have timely filed all materials and reports required to be filed pursuant to Section
−Removed: 13, 14 or 15(d) of the Securities Exchange Act of 1934 for a period of at least twelve (12) calendar months immediately preceding the
−Removed: filing of a new registration statement on Form S-3.
−Removed: The inability to use a Form S-3 registration statement will limit our ability to
−Removed: raise capital through sales of our securities in a timely and cost-efficient manner.
−Removed: To the extent that we raise additional funds by
−Removed: issuing equity, equity-linked or convertible debt securities, our stockholders may experience additional dilution and such financing
−Removed: may involve restrictive covenants.
+Added: Historically,
+Added: our revenues and operating cash flows have not been sufficient to sustain our operations and we have relied on debt and equity financing
+Added: for additional funds.
+Added: We have incurred an accumulated deficit of $113.8 million through June 30, 2026, and for the twelve months ended
+Added: June 30, 2026 incurred a net loss of $7.4 million and utilized $5.9 million of cash in operating activities.
+Added: As of June 30, 2026, we
+Added: had a cash balance of $0.3 million.
+Added: addition, our ability to meet projected revenue targets and generate cash from operations has been impacted by delays in new orders for
+Added: our energy storage solutions, reflecting corresponding deferrals of new forklift purchases by selected large customer fleets due to lower
+Added: capital spending and interest rate variability and, more recently, global tariff uncertainties.
+Added: import a portion of our raw materials and components parts from other countries, including China.
+Added: Recently, many of the countries where
+Added: we source raw materials and component parts have become subject to import tariffs upon entry into the United States.
+Added: The selling prices
+Added: of our finished products have been increased due to increased tariff levels in effect, which may have a negative impact on our revenues
+Added: and cash flows.
+Added: have implemented reductions in labor and overhead costs and have increased selling prices of energy storage solutions, however, management
+Added: is evaluating strategies to further improve profitability of operations.
+Added: Gross margin improvement tasks include, but are not limited
+Added: to, a plan to drive bill of material costs down.
+Added: We continue to execute cost reduction, sourcing and pricing recovery initiatives in
+Added: efforts to increase gross margins and improve cash flow from operations.
+Added: Unforeseen factors beyond management’s control, including
+Added: economic uncertainty and the impact of global tariff initiatives, could potentially have a negative impact on the gross margin improvement
+Added: Management is continuing to evaluate other sources of capital to fund its operations and growth.
+Added: However, there can be no assurance
+Added: that we will be able to realize our plans for improved operations.
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5 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.