What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-09-26 compared with 2024-09-27 · 299 added, 270 removed, 835 unchanged (41% of the section changed)

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We determined that our internal control over financial reporting had the following material weaknesses:

Prior to the completion of our IPO, we had been a private company with limited accounting personnel and other resources to address our internal control over financial reporting.

During the course of preparing our consolidated financial statements for the years ended June 30, 2025 and 2024, we determined that we had material weaknesses in our internal control over financial reporting relating to (i) the design and operation of our closing and financial reporting process, (ii) the fact that we had no formal or documented accounting policies or procedures, (iii) the fact that certain segregation of duties issues existed and (iv) the fact that there was no formal review process around journal entries recorded until the end of March 2024.

To improve internal controls, and starting with the

three months ended March 31, 2023 and continuing since, Management updates month end close checklists, has implemented more segregation of duties among its limited accounting staff and the CFO formally approves month end journal entries.

To improve internal controls, and starting with the three months ended March 31, 2024 and continuing since, Management updates month end close checklists, has implemented more segregation of duties among its limited accounting staff and the CFO formally approves month end journal entries.

Changes in Internal Control over Financial Reporting

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While we have implemented a plan to remediate these weaknesses, there can be no assurance that we will be able to timely remediate these weaknesses, which could impair our ability to accurately and timely report our financial position, results of operations or cash flows.

Management will continue to update its internal control design, documentation and testing.

Attestation Report

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Executive Officers and Directors:

President, Chief Executive Officer and Chairman of the Board

Chief Executive Officer and Chairman of the Board

Francois Godfrey

President and Chief Operating Officer

Executive Vice President, Sales and Marketing

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Senior Vice President, Engineering

Francois Godfrey

Vice President of Business Development

Vice President, Technical Sales & Support

Phil Rafnson has been our Chairman of the Board since the Company’s founding in 2003 and became President and Chief Executive Officer in January 2021.

Rafnson resigned as President effective October 30, 2024.

Rafnson has been a major participant in the cinema equipment business for over 30 years going from a sound engineer for RCA Service Co.

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Rafnson’s experience in the cinema equipment industry qualifies him to serve on our board of directors.

Francois Godfrey was appointed President to succeed Phil Rafnson and also appointed our Chief Operating Officer and to the Board on October 30, 2024.

He is an accomplished executive with over three decades of experience in business development, sales, and marketing across the cinema and professional services industries.

Francois joined Moving iMage Technologies in 2022 as VP of Business Development, Francois leads strategic initiatives for new products and SaaS solutions.

He began his career managing cinema operations while overseeing FF&E purchasing and construction.

At QSC Audio Products, Francois spearheaded the global launch of cinema loudspeaker and processor lines, building a robust distribution network.

As VP of Marketing at Ballantyne Strong, he led the company’s transition from manufacturing to distribution, driving significant growth.

At Barco, Francois played a pivotal role in expanding the adoption of laser projection systems, leading cross-functional teams to grow market share and increase revenue, while overseeing the successful launch of new technologies worldwide.

At Christie Digital Systems, he spearheaded the acquisition and launched the Cinergy SaaS platform, securing contracts with major cinema chains like AMC, Cinemark, and Regal.

Godfrey’s wide experience in business development and marketing in the cinema industry qualifies him to serve on our board of directors.

Jose Delgado has been our Executive Vice President, Sales and Marketing since the Company’s founding in 2003.

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Delgado spent fifteen years at Christie Digital Systems in increasing positions of responsibility, as National Sales Manager, Director of Sales, and Vice President of Sales.

During his tenure he increased by 10-fold the cinema presentation product sales of Christie, helping the company become a major force in the cinema industry.

During his tenure helped the company become a major force in the cinema industry.

Previously he held various positions at JVC, including Sales Representative for video products for the Los Angeles and Las Vegas markets.

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Wright has over 34 years of experience in the cinema industry in varying positions from operations to technical services and he holds the Bachelor of Science degree in Mechanical Engineering from Arizona State University, and two patents in cinema projection technology.

Greene has been our Interim Chief Financial Officer since January 23, 2023 and following the passing of prior CFO Mike Sherman in November 2022.

William Greene was appointed as full-time Chief Financial Officer effective April 20, 2023.

Greene was appointed as full-time Chief Financial Officer effective April 20, 2023.

Greene, is the founder of William Greene Consulting, established in 2001, which provides financial consulting services for private and public companies, preparing financial reports and providing comprehensive financial forecasting, CFO level strategy business planning and cash flow reviews, SEC compliance and investor relations management.

Greene's experience includes

serving as the chief financial officer for AscentX Medical Inc.

Greene's experience includes serving as the chief financial officer for AscentX Medical Inc.

from 2015 to 2017, serving as a consultant to the chief financial officer of Pepperball Technologies, Inc.

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Since 2005, Mr.

Stiska has been the principal of Regent Partners, a merchant banking firm, and was a Senior Advisor to Agility Capital, LLC, a venture lending fund from 2007 to 2013;

Stiska is Chairman & CEO of AscentX Medical, Inc.

a privately held medical device company based in San Diego and has been the principal of Regent Partners, a merchant banking firm, and was a Senior Advisor to Agility Capital, LLC, a venture lending fund from 2007 to 2013;

prior to that he was Chairman of Commercial Bridge Capital, LLC, also a venture lending fund.

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He spent five years in engineering and engineering management positions at Christie.

He has been active in SMPTE for the past eighteen years, and presently serves on several of the SMPTE DC28 digital cinema

committees as well as the Film Technology committee and Projection Technology committee.

He has been active in SMPTE for the past eighteen years, and presently serves on several of the SMPTE DC28 digital cinema committees as well as the Film Technology committee and Projection Technology committee.

Richards is past chair of the SMPTE Hollywood section ( ‘96 – ’97 ) and was Program Chair for the first and second SMPTE Film Conferences, held in 1997 and 1998.

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He has a background in mechanical, electronic and electrical engineering design.

Francois Godfrey is an experienced executive with over three decades of experience in business development, sales, and marketing across the cinema and professional services industries.

Francois joined Moving iMage Technologies in 2022 as VP of Business Development, Francois leads strategic initiatives for new products and SaaS solutions.

He began his career managing cinema operations while overseeing FF&E purchasing and construction.

At QSC Audio Products, Francois spearheaded the global launch of cinema loudspeaker and processor lines, building a robust distribution network.

As VP of Marketing at Ballantyne Strong, he led the company’s transition from manufacturing to distribution, driving significant growth.

At Christie Digital Systems, spearheaded the acquisition and launched the Cinergy SaaS platform, securing contracts with major cinema chains like AMC, Cinemark, and Regal.

Frank Tees has been our Vice President, Technical Sales & Support since 2011.

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A current copy of this code is posted on the Corporate Governance section of our website, which is located at www.movingimagetech.com.

The information on our website is deemed not to be incorporated in this Report or to be a part of this

The information on our website is deemed not to be incorporated in this Report or to be a part of this Report.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8‑K.

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Further, based solely on the reports received by us and on the representations of the reporting persons, we believe each greater than ten percent holder complied with all applicable filing requirements during the fiscal year ended June 30, 2025 .

Insider Trading Policies and Procedures

We have insider trading policies and procedures that govern the purchase, sale, and/or other disposition of the Company’s securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed to promote compliance by the Company and our directors, officers, and employees with insider trading laws, rules and regulations and the listing standards of NYSE American.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10 -K as Exhibit 19.1.

EXECUTIVE COMPENSATION

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President and Chief Executive Officer

Francois Godfrey

President and Chief Operating Officer

Jose Delgado(1)

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Executive Vice President, Operations

William Greene

Chief Financial Officer

On February 28, 2024, the Company and Joe Delgado, Executive Vice President of Sales (“Joe Delgado”) agreed to sell 49,586 shares of common stock at a price of $0.667 per share (based on the closing stock price as of February 27, 2024) for a total of $33,000, which amount represents satisfaction of Mr.

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Outstanding Equity Awards at Fiscal Year-End

There were no equity awards grants for any named executive officer during the year ended June 30, 2024.

In the year ended June 30, 2023, the Board granted CFO William Greene 100,000 options with an exercise price of $1.10 with 25% vesting immediately and the remainder vesting at 25% per year thereafter.

There were no equity awards grants for any named executive officer during the fiscal year ended June 30, 2025.

For information concerning outstanding equity awards held by named executive officers, see Note 8 in the Notes to the Consolidated Financial Statements.

Clawback Policy

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See “Note 1 - Business Activity And Summary Of Significant Accounting Policies” to our consolidated financial statements for the year ended June 30, 2025.

(2 ) On May 26, 2023, the Board of Directors cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00.

On May 26, 2023, the Board of Directors (the "Board") cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00.

In its place, the Board granted 150,000 options consisting of 50,000 options each with an exercise price of $1.10 vesting immediately to John Stiska, Katherine Crothall and Scott Anderson.

(3) On May 26, 2023, the Board of Directors granted 30,000 shares consisting of 10,000 shares each to John Stiska, Katherine Crothall and Scott Anderson at a price of $1.10.

The Company recorded $33,000 in stock compensation expense.

For the year ended June 30, 2025, and as part of director compensation, outside directors opted to receive shares in lieu of cash.

On March 25, 2025, the Board cancelled the previously issued May 23, 2023 150,000 share options at $1.10 per share to outside directors consisting of 50,000 each to Directors Katherine Crothall,Scott Anderson and John Stiska.

The Board reissued the 150,000 options at $0.65 per share.

On May 26, 2023, the Board granted either (i) 10,000 shares of the Company's stock, or (ii) options for 10,000 shares at $1.10 per share to each outside director Katherine Crothall, Scott Anderson and John Stiska.

On March 25, 2025, the Board re-priced the $1.10 shares or options to $0.65 per share which resulted in an incremental stock-based compensation charge of $11,000 in the year ended June 30, 2025.

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates.

During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of

affecting the value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Unless otherwise noted below, the address of each person listed on the table is c/o Moving iMage Technologies, Inc., 17760 Newhope Street, Fountain Valley, CA 92708.

Shares Beneficially Owned

Shares Beneficially Own

Name of Beneficial Owner

Named Executive Officers and Directors

Francois Godfrey

William Greene

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* Indicates ownership of less than 1%

(1) Represents shares held by Sound Management Investors, LLC, an entity wholly owned and controlled by Mr.

(2) Represents shares underlying stock options.

(3) Includes option to purchase 50,000 shares of common stock.

(4) The table amounts exclude shares of stock of 900, 600 and 1,800 shares for Katherine D.

Crothall, John C.

Stiska and Scott Anderson, respectively, that have been granted but not yet issued.

Shares held by Sound Management Investors, LLC, an entity wholly owned and controlled by Mr.

Includes the following:

50,000 shares of common stock underlying vested stock options and 41,667 shares underlying stock options vesting within 60 days of June 30, 2025 for Mr.

and 52,083 shares of common stock underlying vested stock options and 29,167 shares underlying stock options vesting within 60 days of June 30, 2025 for Mr.

Includes 50,000 shares of common stock underlying fully vested options for each of Dr.

Crothall and Messrs.

Stiska and Anderson, and 35,725 shares of common stock held by Dr.

Crothall, 11,669 shares of common stock held by Mr.

Stiska,and 30,441 shares shares held by Mr.

The Board reissued the 150,000 options at $0.65 per share.

On March 25, 2025, the Board re-priced the $1.10 shares or options to $0.65 per share which resulted in an incremental stock-based compensation charge of $11,000 in the year ended June 30, 2025.

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes our equity compensation plan information as of June 30, 2025.

We have adopted a 2019 Omnibus Incentive Stock Plan (the “2019 Plan”) and on February 24, 2022, at the annual meeting, the stockholders of the Company approved an amendment increasing the number of stock-based awards available for issuance under the 2019 Plan from 750,000 shares to 1,500,000 shares.

Further information about the 2019 Plan, refer to Item 11.

“Executive Compensation - 2019 Omnibus Incentive Stock Plan.”

Plan Category

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

We have never declared or paid cash dividends on our capital stock.

We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.

In addition, the terms of any future debt agreements may preclude us from paying dividends.

As a result, capital appreciation, if any, of our shares of common stock will be your sole source of gain for the foreseeable future.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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We have entered into indemnification agreements with each of our directors and executive officers.

These agreements, among other things, require us or will require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the DGCL.

These agreements, among other things, require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

We also have purchased a policy of directors’ and officers’ liability insurance that will insure our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

Policies and Procedures Regarding Related Person Transactions

Policies and Procedures Regarding Related Party Transactions

Our board of directors has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions.

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All of the transactions described in this section occurred prior to the adoption of any related party transactions policy.

A “related person” means:

A “related party” means:

any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

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any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

Transactions with Related Person

Transactions with Related Parties

Except as described below, which transaction does not constitute as a Related Person transaction as defined under the Securities Act, none of the Related Person has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

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PRINCIPAL ACCOUNTING FEES AND SERVICES

CohnReznick LLP (“CohnReznick”) served as our independent registered public accounting firm from 2018 until April 12, 2022.

CohnReznick’ s last completed review of the Company’s consolidated financial statements was for the quarter ended December 31, 2021.

On April 21, 2022, the Company engaged Haskell & White LLP (“H&W”) as our independent registered public accounting firm to review the Company’s consolidated financial statements for the quarter ended March 31, 2022 and to audit the Company’s financial statements for the year ended June 30, 2024.

H&W’s address is 300 Spectrum Center Drive, Suite 300, Irvine, CA 92618 and its PCAOB firm ID number is 200.

The following table provides information regarding the fees billed to us by CohnReznick and H&W in the fiscal years ended June 30, 2024 and 2023.

The following table provides information regarding the fees billed to us by our independent registered public accounting firm, Haskell & White LLP, for the fiscal years ended June 30, 2025 and 2024.

Pre-Approval Policies and Procedures

The Audit Committee is directly responsible for approving all audit engagement fees and terms, and for oversight of the work of the company's registered public accounting firm engaged (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

The Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the company by its independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act of 1934, as amended (the “Exchange Act”), which are approved by the Committee prior to the completion of the audit.

All fees described below were approved by the Audit Committee:

For the fiscal years ended June 30

Audit Fees - CohnReznick (1)

Audit Fees – H&W (1)

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We have audited the accompanying consolidated balance sheets of Moving iMage Technologies, Inc.

(the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the “consolidated financial statements”).

(the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows each of the years then ended, and the related notes (collectively, the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2025 and 2024, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with U.S.

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Current Assets:

$ 5,715 $ 5,278

Accounts receivable, net

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Total Long-Term Assets

$ 10,888 $ 10,523

Liabilities And Stockholders’ Equity

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Accounts payable

$ 3,009 $ 2,261

Accrued expenses

Customer refunds

Customer deposits

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Additional paid-in capital

12,061 11,965

Accumulated deficit

( 7,204 ) ( 6,255 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

$ 10,888 $ 10,523

The accompanying notes are an integral part of these consolidated financial statements.

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(in thousands except share and per share amounts)

$ 18,147 $ 20,139

Cost of goods sold

13,574 15,456

Operating expenses:

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Operating (loss)

( 1,086 ) ( 1,557 )

Other income (expense)

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Total other income

Net income/(loss)

$ ( 948 ) $ ( 1,372 )

Weighted average shares outstanding:

basic and diluted (Note 4)

Net profit/(loss) per common share basic and diluted

9,910,244 10,482,857

Net (loss) income per common share basic and diluted

$ ( 0.10 ) ( 0.13 )

The accompanying notes are an integral part of these consolidated financial statements

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Balance June 30, 2023

Issuance of stock to employees

Grant of options to officer and board members

Share buyback and cancellation

Balance as of June 30, 2023

10,685,778 12,462 ( 4,883 ) 7,579

Grant of options to officer

Issuance of stock to board members

18,938 — 13 — 13

Cashless issuance of stock to officer

Share buyback and cancellation

( 758,280 ) — ( 530 ) — ( 530 )

Share buyback and cancellation for officer

( 49,586 ) — ( 33 ) — ( 33 )

— — — ( 1,372 ) ( 1,372 )

Balance as of June 30, 2024

9,896,850 $ — $ 11,965 $ ( 6,255 ) $ 5,710

Grant of options to officer

Issuance of stock to board members

42,230 — 26 — 26

Repriced option for directors and officer

— — — ( 948 ) ( 948 )

Balance as of June 30, 2025

9,939,080 $ — $ 12,061 $ ( 7,204 ) $ 4,857

The accompanying notes are an integral part of these consolidated financial statements.

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Cash flows from operating activities:

Net income/(loss)

Adjustments to reconcile net (loss) to net cash (used in) provided by operating activities:

$ ( 948 ) $ ( 1,372 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Provision for credit losses

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Amortization expense

Impairment expense

ROU amortization

Stock option compensation expense

Realized gain on investments

Right-of-use amortization

Stock compensation expense

Changes in operating assets and liabilities

Accounts receivable

( 274 ) ( 394 )

Prepaid expenses and other

Accounts payable

Accrued expenses

Accrued expenses and customer refunds

Unearned warranty revenue

Customer deposits

( 550 ) ( 1,518 )

Lease liabilities

( 200 ) ( 280 )

Net cash provided by (used in) operating activities

Cash flows from investing activities

Sales of marketable securities

Purchases of marketable securities

Purchases of property and equipment

Advances on note receivable

Net cash provided by (used in) investing activities

Net cash (used in) investing activities

Cash flows from financing activities

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Net cash (used in) financing activities

Net (decrease) increase in cash

Cash, beginning of the year

Cash, end of the year

Net increase (decrease) in cash

437 ( 1,338 )

Cash, beginning of the period

Cash, end of the period

$ 5,715 $ 5,278

Non-cash investing and financing activities:

Share buyback and cancellation for officer

Issuance of stock to employees

Right-of-use assets from ASC842 adoption

Sharebuyback and cancellation for officer

Right-of-use assets from new lease

Right-of-use assets from lease modification

The accompanying notes are an integral part of these consolidated financial statements.

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(DBA “Caddy Products”) designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries.

Share Exchange:

In June 2020, MiT LLC members created Moving iMage Technologies, Inc.

(“MiT Inc.”) to facilitate the Company’s initial public offering (“IPO”).

Upon the formation of MiT Inc., 2,000,000 shares of MiT Inc.

common stock were issued to members of MiT LLC.

On July 7, 2021, MiT LLC and MiT Inc.

entered into an exchange agreement (“Exchange Agreement”) whereby the members of MiT LLC exchanged their membership interest for 2,350,000 shares of common stock in MiT Inc.

As a result of the Exchange Agreement, the members of MiT LLC owned approximately 79 % or 4,452,334 of the outstanding common stock of MiT Inc.

As a result, MiT LLC (the entity where the Company conducts its business) became a wholly owned subsidiary of MiT Inc.

(the SEC registrant).

The transaction was accounted for as a merger of entities under common ownership in accordance with generally accepted accounting principles in the United States of America.

This determination was primarily based on the facts that, immediately before and after the transaction:

(i) MiT LLC owners owned a substantial majority of the voting rights in the combined company, (ii) MiT LLC designated a majority of the members of the initial board of directors of the combined company, and (iii) MiT LLC’s senior management holds all key positions in the senior management of the combined company.

As a result, the historical financial statements of MiT LLC and MiT Inc.

have been retroactively revised to reflect the consolidation of MiT Inc.

All inter-company transactions and balances between MiT Inc.

and MiT LLC have been eliminated.

The consolidated statements of stockholders’ equity have been retroactively revised to give effect of the change in reporting entity accounting of MiT Inc.

Initial Public Offering:

On July 12, 2021, the Company closed its initial public offering (“IPO”) and issued 4,830,000 shares of its common stock at a price of $ 3.00 per share for net proceeds of approximately $ 12,360,000 after deducting underwriting discounts, commissions, and other expenses of approximately $ 2,130,000 .

Upon the completion of its IPO, the Company reclassified deferred IPO related costs of approximately $ 1,116,000 from other assets to additional paid-in capital.

In connection with the Company’s IPO, the underwriters received warrants to acquire 241,500 shares of the Company’s common stock at $ 3.75 per share.

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impact of the COVID- 19 Pandemic:

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As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

Through 2020 and 2022 the theatres reopened as soon as local restrictions, and the status of the COVID-19 pandemic would allow.

As of June 30, 2024, a large majority of domestic and international theatres were open.

Through 2020 and 2022 the theaters reopened as soon as local restrictions, and the status of the COVID- 19 pandemic would allow.

As of June 30, 2025 , a large majority of domestic and international theaters were open.

The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

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The Company has determined that it has a single operating and reportable segment.

Marketable Securities:

In March 2023, the Company sold all its marketable securities with the proceeds deposited to the Company’s cash account.

As a result, the prior fair value and market data disclosure are no longer needed for the period ended June 30, 2024 and June 30, 2023.

The carrying amounts of accounts receivable and accounts payable approximate fair value due to their short maturities.

The carrying amounts of accounts receivable, accounts payable, and notes payable approximate fair value due to their short maturities.

Assets and Liabilities Not Measured - In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis.

Our non-financial assets, including goodwill, intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows.

Our non-financial assets, including intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows.

These assets are recorded at fair value only when an impairment charge is recognized.

For the year ended June 30, 2023, the Company recognized $ 0.954 million in impairments.

See the additional discussion in Note 7 below.

There were no impairments recognized for the year ended June 30, 2024.

For the years ended June 30, 2024 and June 30, 2024, there were no impairments.

MOVING IMAGE TECHNOLOGIES, INC.

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NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred Offering Costs:

The Company capitalized certain legal, accounting and other third-party fees that were directly associated with its IPO as deferred offering costs (non-current) until such financings were consummated.

Use of Estimates:

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The Company does not charge interest on past-due balances or require collateral on its accounts receivable.

As of June 30, 2024 and 2023, the allowance for credit losses is approximately $ 378,000 and $ 127,000 , respectively.

As of June 30, 2025 and 2024 , the allowance for credit losses is approximatel y $ 436,000 and $ 378,000 , respectively.

Inventories are stated at the lower of cost or net realizable value, with cost being determined on the first -in first -out cost method of accounting.

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As of June 30, 2025 and 2024 , inventory on hand was comprised primarily of finished goods ready for sale.

As of June 30, 2024 and 2023, the inventory reserve was $ 1,106,000 and $ 584,000 , respectively.

As of June 30, 2025 and 2024 , the inventory reserve wa s $ 1,304,000 and $ 1,106,000 , respectively.

Revenue Recognition:

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Performance obligations that are not distinct at agreement inception are combined.

We allocate the transaction price to each distinct performance obligation

We allocate the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition.

MOVING IMAGE TECHNOLOGIES, INC.

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NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

proportionately based on the estimated standalone selling price for each performance obligation and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition.

Management considers the U.S.

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Customer deposits

Unearned Revenue

$ 1,101 $ 1,651

Unearned warranty revenue

Customer refunds

$ 1,514 $ 2,081

Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, shipping and handling costs, and sales taxes.

2 unchanged sentences

Management has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

For the years ended

Year Ended June 30,

Disaggregation of Revenue ($ in Thousands)

June 30, 2024

June 30, 2023

Equipment upon delivery (point in time)

$ 17,999 $ 19,943

Installation (point in time)

1 unchanged sentence

Total revenues

$ 18,147 $ 20,139

Revenue from the sale of equipment is recognized upon shipment of such equipment to customers and performance conditions are satisfied.

10 unchanged sentences

Advertising Costs:

Advertising costs of approximately $ 34,000 in 2024 and $ 24,000 for 2023 are expensed as incurred within selling and marketing expenses.

Goodwill and Intangible Assets:

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in the 2019 Caddy Acquisition.

Goodwill is reviewed for impairment at least annually, in June, or more frequently if a triggering event occurs between impairment testing dates.

The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating goodwill and intangible asset impairment.

The Company’s impairment assessment begins with a qualitative assessment to determine whether it’s more likely than not that the fair value of the reporting unit is less than its carrying value.

The qualitative assessment includes comparing the overall financial performance of the Company against the planned results used in the last quantitative goodwill impairment test.

Additionally, the Company’s fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events.

The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgment and estimates.

If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a quantitative impairment test is performed.

Under the quantitative impairment test, the estimated fair value of the reporting unit would be compared with its carrying value (including goodwill).

If the fair value of the reporting unit exceeds its carrying value, then no impairment exists.

If the estimated fair value of the reporting unit is less than its carrying value, an impairment loss would be recognized for the excess of the carrying value of the reporting unit over the fair value, not to exceed the carrying amount of goodwill.

In June 2023, the Company conducted its annual impairment assessment and determined that the carrying value of the Caddy goodwill and customer relationships intangible assets had declined.

Accordingly, the Company impaired the entire $ 0.287 million in goodwill and $ 0.263 million in the customer intangible asset.

Total intangible assets, including trademark, patents and customer relationship, were $ 0.422 million as of June 30, 2024 compared to $ 0.480 million as of June 30, 2023.

Advertising costs of approximat ely $ 20,000 in 2025 and $ 34,000 for 2024 are expensed as incurred within selling and marketing expenses.

Intangible Assets:

Intangible assets are reviewed for impairment at least annually, in June, or more frequently if a triggering event occurs between impairment testing dates.

The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating intangible asset impairment.

In June 2025 and June 2024, the Company conducted its annual intangible asset impairment assessment.

As a result, management determined no impairment of the Caddy customer relationships intangible assets.

Total intangible assets, including trademark, patents and customer relations hip, were $ 0.364 million as of June 30, 2025 compared to $ 0.422 million as of June 30, 2024 .

Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value.

1 unchanged sentence

The Company reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be fully recoverable.

In 2023, the Company recognized $ 263,000 in intangible asset impairments.

There was no intangible asset impairments recognized for the year ended June 30, 2024.

There was no intangible asset impairments recognized for the years ended June 30, 2025

Business Combinations:

5 unchanged sentences

The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income.

Deferred income taxes represent the tax effects of differences between the financial reporting and tax

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

6 unchanged sentences

The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands):

Warrant Liabilities

For the Year Ended

Warranty Liabilities

($ in Thousands)

For the Year Ended June 30,

Product warranty liability beginning of period

Accruals for warranties issued

Change in estimates

Settlements made

( 386 ) ( 234 )

Product warranty liability end of the period

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development:

5 unchanged sentences

That cost is recognized in the consolidated financial statements over the requisite service period of the grants.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standard Update, or ASU, 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures, or ASU 2023 - 07, which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The guidance is this update for fiscal years beginning after December 15, 2023, and interim periods after December 15, 2024.

The Company adopted ASU 2023 - 07 on June 30, 2025, which adoption only impacted the Company's segment reporting disclosures.

See Note 12, Segment Information, for disclosures related to the adoption of ASU 2023 - 07.

Recently Issued Accounting Pronouncements:

In February 2016, the FASB issued ASU No.

2016-02, Leases (Topic 842 ), which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet.

The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early application is permitted.

ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief.

On July 1, 2022, the Company adopted ASU 2016-02, Leases (Topic 842) which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet.

In accordance with ASC 842, on July 1, 2022 the Company recognized Right of Use Assets in the amount of $ 665,000 and a lease liability of $ 681,000 for the leases associated with its executive office and warehouse space, as described in Note 13.

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740) :

Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended to simplify the accounting for income taxes.

ASU 2019-12 removes certain exceptions to

the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

The new standard was adopted beginning July 1, 2022.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment,” effective for fiscal years beginning after December 15, 2021, with an election to adopt early.

The ASU requires only a one-step qualitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value.

It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.

The Company adopted this standard on July 1, 2022.

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016-13”), which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments.

Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset.

The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset.

The Company adopted the new pronouncement on July 1, 2023.

The allowance for credit losses has been adjusted for management’s current estimate at each reporting date.

The new guidance provides no threshold for recognition of impairment allowance.

Therefore, entities must also measure expected credit losses on assets that have a low risk of loss.

For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, Management has estimated an allowance for expected credit losses on trade receivables.

Due to the Management’s continuing ability to obtain 90 % of contract value in up-front customer deposits, the Company’s risk is only the remaining 10 % of the customer’s contract value.

The combined effect of up-front customer deposits, prompt collection of trade receivables and application of historical aging criteria has resulted in minimal bad debts and allowances for credit losses.

Other pronouncements issued by the FASB with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company.

NOTE 2 — INVESTMENTS

In March 2023, the Company sold all of its marketable securities with the proceeds deposited to the Company’s cash account.

In November 2024, the FASB issued ASU 2023 - 3, Disaggregation of Income Statement Expenses.

ASU 2024 - 3 requires new financial disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement captions.

Additionally, in January 2025, the FASB issued ASU 2025 - 01 to clarify the effective date of ASU 2024 - 03.

The standard provides guidance to expense disclosures related to the disaggregation of income statement expense captions.

Additionally,, in January 2025, the FASB issued ASU 2025 - 01 to clarify the effective date of ASU 2024 - 03.

The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses.

The standard requires, in the notes of the financial statements, disclosure of specified information about certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

This guidance is effective for fiscal years beginning December 15, 2026 and interim periods within annual reporting beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The Company is assessing the guidance, noting the adoption impacts disclosure only.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 74 - 0 ):

Improvements to Income Tax Disclosures, which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

In addition, ASU 2023 - 09 requires companies to disclose additional information about about income taxes paid.

ASU 2023 - 09 will be effective for annual periods beginning July 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is evaluating the disclosure impact of ASU 2023 - 09 on its consolidated financial statement.

Other pronouncements issued by the FASB with future effective dates are either

not applicable or

not significant to the consolidated financial statements of the Company.

NOTE 2 — SNDBX AGREEMENTS

3 unchanged sentences

Pursuant to the Letter Agreement, the Company agreed to lend The Five Agency $ 300,000 (the “Loan”), which will be provided in two equal installments as further described below, and The Five Agency will form a separate Florida corporation, SNDBX, INC ("SNDBX"), to conduct that business.

As a portion of the consideration

payable to MiT under the Loan, upon the formation of SNDBX, The Five Agency will cause SNDBX to issue the Company 5 % of the equity of SNDBX, which will be issued to MiT regardless of whether the second $ 150,000 advance conditions described below are satisfied by The Five Agency or SNDBX.

As a portion of the consideration payable to MiT under the Loan, upon the formation of SNDBX, The Five Agency will cause SNDBX to issue the Company 5 % of the equity of SNDBX, which will be issued to MiT regardless of whether the second $ 150,000 advance conditions described below are satisfied by The Five Agency or SNDBX.

Plus, the Company has the right to participate in any and all future capital and debt offerings by SNDBX.

2 unchanged sentences

The Company also agreed to advance an additional $ 150,000 upon the request of The Five Agency upon satisfying certain customary conditions, such as execution of definitive agreements and board and other approvals, and completing the following conditions by May 31, 2023:

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SNDBX AGREEMENTS (continued)

(i.) The parties have entered into an exclusive supply and marketing agreement requiring The Five Agency or SNDBX to purchase greater than $ 3 million of equipment systems from the Company by April 30, 2026 (the “Supply Agreement”).

The parties have entered into an exclusive supply and marketing agreement requiring The Five Agency or SNDBX to purchase greater than $ 3 million of equipment systems from the Company by April 30, 2026 (the “Supply Agreement”).

After satisfying the requirement to purchase $ 3.0 million, the Supply Agreement will be non-exclusive;

(ii.) SNDBX will be formed with The Five Agency granted 95 % of the common stock and the Company granted 5 % of the common stock;

(iii.) The initial $ 150,000 loan will be disbursed pursuant to an agreed upon budget;

(iv.) The Company has the right to appoint an advisory board member, who will be approved by The Five Agency, and will have board observation rights for any formal board meetings of The Five Agency and SNDBX until April 30, 2026, or until the Loan is paid in full, whichever comes later.

SNDBX will be formed with The Five Agency granted 95 % of the common stock and the Company granted 5 % of the common stock;

The initial $ 150,000 loan will be disbursed pursuant to an agreed upon budget;

The Company has the right to appoint an advisory board member, who will be approved by The Five Agency, and will have board observation rights for any formal board meetings of The Five Agency and SNDBX until April 30, 2026, or until the Loan is paid in full, whichever comes later.

The Company and either The Five Agency or SNDBX will be co-owners of the equipment patents (the “Patents”) and will share the costs.

5 unchanged sentences

At the Company’s election the Note (including accrued interest) is convertible into stock of SNDBX having the same rights and privileges of stock owned by the founders of SNDBX (the “Founders Shares”) at any time on or after the Maturity Date at a conversion price of $ 5,000 per Founders Share, or twenty ( 20 ) SNDBX Founders Shares.

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — SNDBX AGREEMENTS (continued)

SNDBX may repurchase ten ( 10 ) of the twenty ( 20 ) Founders Shares at any time during the two ( 2 ) year period after the date of the Note’s conversion, for an aggregate repurchase price of $ 500,000 .

3 unchanged sentences

(i) SNDBX’s failure to pay timely any of the principal amount due under the Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under the Note on the date the same becomes due and payable;

makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(ii) SNDBX files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

or (iii) an involuntary petition is filed against SNDBX (unless such petition is dismissed or discharged within 90 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of SNDBX.

3 unchanged sentences

The $ 0.400 million is included within impairment expense for the year ended June 30, 2024 .

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SHARE BUYBACK

On March 23, 2023 the Board of Directors authorized a stock repurchase program.

Under the stock repurchase program, the Company may repurchase up to $ 1 million of its outstanding common stock over the next 12 months.

On March 23, 2023 the Board of Directors authorized a stock repurchase program to repurchase up to $ 1 million of its outstanding common stock.

On October 2, 2023, the Company entered into a 10b5 - 1 stock trading plan to facilitate the Company’s previously re-authorized one -year, $ 1 million share repurchase program announced on March 23, 2023.

5 unchanged sentences

Securities Exchange Act of 1934.

The share repurchase plan ended on June 30, 2024.

Share Buyback

The share repurchase plan ended on June 30, 2024 and the remaining unpurchased shares of $ 133,000 expired.

Total Number of

1 unchanged sentence

Shares that May

Average Price

Total Number of

Part of Publicly

Yet Be Purchased

Average Price

Announced Plans

Under the Plans

Paid per Share

Mar 23, 2023 - Mar 31, 2023

47,467 $ 1.04 47,467 $ 951,000

May 18 - Jun 30, 2023

225,153 1.13 225,153 696,000

Nov 1, 2023 - Dec 31, 2023

109,135 0.93 109,135 594,000

Jan 1, 2024 - Mar 31, 2024

260,024 0.77 260,024 363,000

Apr 1, 2024 - Jun 30, 2024

389,121 0.59 389,121 133,000

1,030,900 $ 0.81 1,030,900 $ 133,000

MOVING IMAGE TECHNOLOGIES, INC.

7 unchanged sentences

For the Year Ended

(In Thousands except for share and per share price)

Net income/(loss)

(In Thousands except for share

and per share price)

$ ( 948 ) $ ( 1,372 )

Weighted average common shares outstanding, basic and diluted

Profit/(loss) per share

9,910,244 10,482,857

Net (loss) per share

Basic and diluted

$ ( 0.10 ) $ ( 0.13 )

The following securities were excluded from the calculation of diluted loss per share in each year because their inclusion would have been anti-dilutive:

For the Year Ended

For the Nine Months Ended

450,000 250,000

Total potentially dilutive shares

450,000 250,000

For the years ended June 30, 2025 and 2024 , the Company had net losses, therefore all potentially dilutive securities are deemed to be anti-dilutive and are not included in the diluted loss per share computation.

No options were granted in the year ended June 30, 2024.

200,000 options were granted in the year ended June 30, 2025 .

MOVING IMAGE TECHNOLOGIES, INC.

11 unchanged sentences

Accumulated depreciation

( 743 ) ( 730 )

Net property and equipment

Depreciation expense related to property and equipment were $ 12,000 in 2024 and $ 9,000 in 2023, with $ 0 and $ 0 included in cost of goods sold and $ 12,000 and $ 9,000 in general and administrative expense, respectively.

Depreciation expense related to property and equipmen t were $ 13,000 in 2025 and $ 12,000 in 2024 , and $ 13,000 and $ 12,000 all of which is included in general and administrative expense, respectively.

Depreciation of property and equipment is calculated using the straight-line method over their estimated useful lives as follows:

Useful Lives (in years)

Leasehold improvements

5 years or remaining lease term

5 or remaining lease term

Furniture and fixtures

2 unchanged sentences

Other equipment

NOTE 7 — GOODWILL AND INTANGIBLE ASSETS

NOTE 6 — INTANGIBLE ASSETS

The following table summarizes the Company’s intangible assets as of June 30, 2025 (in thousands):

Period (in years)

Customer relations

11 $ 970 $ 711 $ 260

$ 1,118 $ 755 $ 364

The following table summarizes the Company’s intangible assets as of June 30, 2024 (in thousands):

Period (in years)

Customer relations

11 $ 970 $ 660 $ 310

$ 1,118 $ 696 $ 422

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 — GOODWILL AND INTANGIBLE ASSETS (continued)

For the year ended June 30, 2024, amortization expenses were $ 58,000 For the years ended June 30, 2023, amortization expense was $ 358,000 consisting of recurring annual $ 95,000 expense and the impairment charge of $ 263,000 – see Note 1.

Amortization expense is included in general and administrative expense.

Goodwill’s impairment was $ 0 and $ 287,000 for the years ended June 30, 2024 and 2023, respectively, and are included in general and administrative expenses.

NOTE 6 — INTANGIBLE ASSETS (continued)

For the years ended June 30, 2025 , amortization expenses were $ 58,000 and $ 58,000 .

A mortization expense is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at June 30, 2025 in each of the five fiscal years subsequent to June 30, 2025 , and thereafter is as follows (amounts in thousands):

6 unchanged sentences

Accrued warranty

Customer refund

NOTE 8 — STOCKHOLDERS ’ EQUITY

2 unchanged sentences

As of June 30, 2025 , the Plan provided for the issuance of up to 1,220,000 stock-based awards available to grant under the Plan at June 30, 2025 .

In July 2021, MiT Inc.

entered into an Exchange Agreement with MiT LLC pursuant to which MiT Inc.

agreed to exchange membership units for 2,350,000 shares of Common Stock representing 41.4 % of the equity as of such date on a fully diluted basis for no consideration.

The shares were exchanged as part of the Exchange Agreement with the Company as described in Note 1.

MOVING IMAGE TECHNOLOGIES, INC.

2 unchanged sentences

In July 2021, the Company granted options to non-employee directors to purchase an aggregate of 150,000 shares of its common stock at an exercise price of $ 3.00 per share.

The options vest one year from the date of grant, expire ten years from the date of grant and had an aggregate grant date fair value of $ 244,200 , which will be recognized ratably over the vesting period.

The options vest one year from the date of grant and expire ten years from the date of grant.

On May 26, 2023, the Board of Directors cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $ 3.00 .

2 unchanged sentences

These options, which were the only options granted during the year ended June 30, 2025 had a grant-date fair value of $ 1.10 per share.

The Company recognized compensation expense for stock option awards of approximately $ 21,000 during the year ended June 30, 2024.

On October 30, 2024, and as part of Francis Godfrey’s appointment as the Company’s President and Chief Operating Officer, the Board granted Francis Godfrey 200,000 options with an exercise price of $ 0.65 with 25 % vesting immediately and the remainder vesting at 25 % per year thereafter.

On March 25, 2025, the Board re-priced the $ 1.10 options to $ 0.65 per share which resulted in an incremental stock-based compensation charge of $ 11,000 in the year ended June 30, 2025.

None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive.

On March 6, 2023, the Board of Directors (the “Board”) of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws that amends the quorum for a stockholders’ meeting or action to be at least 33 1/3% of all shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy.

The Company recognized compensation expense for stock option awards of approxima tely $ 70,000 during th e year ended June 30, 2025

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model.

The following weighted average assumptions were used for the Board of Director and Officer option grants during the year ended June 30, 2024:

The following weighted average assumptions were used for the Board of Director and Officer option grants during the periods June 30, 2025 and 2024:

March 25, 2025

October 30, 2024

Risk-free interest rate

4.35 % 4.22 %

Expected volatility

83.50 % 83.50 %

Dividend yield

2 unchanged sentences

Balance, July 1, 2024

250,000 $ 1.10

Granted during the period

1 unchanged sentence

Cancelled during the period

( 250,000 ) $ ( 1.10 )

Balance, June 30, 2025

Future vesting of options will be 25,000 shares in each of years ended June 30, 2025 and 2027 , respectively.

Future option vesting expense will be $ 21,000 in each of years ended June 30, 2025 and 2027 , respectively.

450,000 $ 0.65

A summary of the status of the Company’s stock options as of June 30, 2024 and 2023 and changes during the years ended June 30, 2024 and 2023 are presented below.

Balance, July 1, 2023

250,000 $ 1.10

Granted during the period

Exercised during the period

Cancelled during the period

Balance, June 30, 2024

250,000 $ 1.10

Future vesting of options will be 75,000 shares in the year ended June 30, 2026 and 50,000 shares in each of the years ended 2027 and 2028, respectively.

Future option vesting expense will be $ 29,000 in the year ended June 30, 2026, and $ 23,000 in the year ended 2027 and $ 8,000 in the year ended 2028, respectively.

The following table summarizes the outstanding stock options at June 30, 2025 :

Exercise Price

450,000 275,000 8.54 years

MOVING IMAGE TECHNOLOGIES, INC.

2 unchanged sentences

There was no warrant activity during the year ended June 30, 2025 .

On November 1, 2023, the Company increased CEO Phil Rafnson’s compensation from $ 150,000 to $ 200,000 annually.

On May 8, 2024, the Board of Directors authorized a $ 25,000 payment to CEO Phil Rafnson as part of a pay increase to $ 250,000 per year from the CEO’s current pay of $ 200,000 , effective as of November 1, 2023.

NOTE 10 — INCOME TAXES

The following table summarizes deferred tax assets and liabilities as of the date of the Exchange Agreement and through June 30, 2024:

Deferred Tax Assets and Liabilities

Existing valuation

($ in Thousands)

allowance prior to

Tax Liabilities

business combination

Deferred tax assets

Deferred tax liabilities

Valuation allowance

Total MiT Inc.

June 30, 2024

Deferred tax assets

Deferred tax liabilities

Valuation allowance

Total MiT Inc.

June 30, 2023

MOVING IMAGE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 — INCOME TAXES (continued)

NOTE 9 — INCOME TAXES

The following table summarizes the components of deferred tax assets and deferred tax liabilities:

$ in Thousands

($ in Thous.)

Deferred Tax Assets (Liabilities)

June 30, 2024

June 30, 2023

For the Year Ended June 30

Inventory reserve

4 unchanged sentences

Deferred rent

ROU Liability

Warranty reserve

3 unchanged sentences

Valuation allowance

The income tax expense differs from the amount computed by applying the statutory income tax rates to the loss before income tax.

The following table shows the reasons for these differences:

( 1,814 ) ( 2,157 )

$ in Thousands

1 unchanged sentence

Net loss before tax

$ ( 948 ) $ ( 1,372 )

United States corporate tax rate

Tax Benefit at statutory rate

( 199 ) ( 288 )

Differences due to:

1 unchanged sentence

Change in valuation allowance

( 343 ) ( 602 )

Income Tax (Benefit) Expense

Effective Tax Rate

At June 30, 2024 the Company has approximately $ 5,293,000 of U.S.

The income tax expense differs from the amount computed by applying the statutory income tax rates to the loss before income tax.

At June 30, 2025 the Company has approxim ately $ 6,241,000 of U .S.

Federal and State NOL carryforwards, which will be available for future use to offset taxable income.

The Company recognized a valuation allowance of $ 2,157,000 and $ 1,555,000 as of June 30, 2024 and 2023, respectively, as all U.S.

The Company recognized a valuation allowance of $ 1,814,000 and $ 2,157,000 a s of June 30, 2025 and 2024 , respectively, as all U.S.

Federal and state deferred tax assets have been determined to be not more likely than not realizable.

1 unchanged sentence

NOTE 10 — CUSTOMER AND VENDOR CONCENTRATIONS

No customer accounted for more than 10% of accounts receivable at June 30, 2024.

One customer accounted for 14 % of accounts receivable at June 30, 2023.

For the year ended June 30, 2025, three customers provided 18 %, 16 % and 13 % of accounts receivable at June 30, 2025 .

No customers accounted for more tha n 10% of accounts receivable at June 30, 2024 .

MOVING IMAGE TECHNOLOGIES, INC.

1 unchanged sentence

NOTE 10 — CUSTOMER AND VENDOR CONCENTRATIONS (continued)

For the year ended June 30, 2024, the two largest vendors provided 16 % and 13 %, respectively, of the Company’s purchases.

For the year ended June 30, 2023, the two largest vendors provided 20 % and 15 %, respectively, of the Company’s purchases.

For the year ended June 30, 2025 , the two largest vendors provi ded 21 % and 11 %, respect ively, of the Company’s purchases.

For the year ended June 30, 2024 , the two largest v endors provided 16 % and 13 %, respectively, of the Company’s purchases.

On June 30, 2025 , one vendor accounted for 35 % of accounts payable at June 30, 2025 .

2 unchanged sentences

Operating Leases:

The Company occupies an executive office and warehouse space in Fountain Valley, CA, pursuant to separate lease agreements.

The Company occupies an executive office and warehouse space in Fountain Valley and Whittier, CA, pursuant to separate lease agreements.

Under ASC 842, at contract inception the Company determined whether the contract is or contains a lease and whether the lease should be classified as on operating or a financing lease.

Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our condensed consolidated balance sheet.

Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our consolidated balance sheet.

The Company’s executive office and warehouse lease agreements are classified as operating leases.

The lease agreements, as amended, expire on January 31, 2025, and do not include any renewal options.

The agreements provide for initial monthly base amounts plus annual escalations through the term of the leases.

The office lease agreement, as amended, expire o n January 31, 2030, and d oes not include any renewal options.

The Whittier, CA warehouse lease agreement commenced on February 1, 2025 expires on January 31, 2028, an d does not include any renewal options.The agreements provide for initial monthly base amounts plus annual escalations through the term of the leases.

In addition to the monthly base amounts in the lease agreements, the Company is required to pay a portion of real estate taxes and common operating expenses during the lease terms.

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On June 4, 2024, the Company notified its Grace facility location landlord of its intent to vacate at the end of the current January 31, 2025 lease term.

On February 1, 2025, the Company entered into a warehouse lease in Whittier, CA.

The weighted average interest rate is 8.42 % and the weighted average remaining term is 4.3 years.

Future minimum lease payments at June 30, 2025 under these arrangements are as follows:

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Total future minimum lease payments

Less imputed interest (at 8 % )

Less imputed interest

Present value of operating lease payments

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There are no pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

NOTE 12 — SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate discrete information is available or evaluation by the chief operating decision maker ("CODM"), in deciding how to allocate resources and in assessing performance.

The Company and the Company's chief operating decision maker view the Company's operations and manage its business in one operating segment, which is the business of identifying, developing and manufacturing products to meet the needs of the cinema market.

The CODM, who is the President, manages and allocates resources to the operations of the Company on a consolidated basis.

The Company's measure of segment profit or loss is currently a net loss.

Managing and allocating resources on a consolidated basis enables the President to assess the overall level of resources available and how to best deploy those resources across functions that are in line with the Company's long-term company-wide strategic goals.

Consistent with this decision-making process, the President uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.

Operating expenses are used to monitor budget versus actual results.

The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

In addition, substantially all of the Company's revenue was generated in the United States and substantially all of the Company's long-lived assets reside in the the United States.

The following table summarizes the segment's financial information including the Company's significant segment expenses:

($ in Thousands)

Year Ended June 30,

$ 18,147 $ 20,139

Cost of Sales

13,574 15,456

Segment operating expenses:

Payroll and related 3,766 4,201

Marketing 331 464

Compliance 734 801

Occupancy 701 652

Overhead ( 177 ) ( 215 )

Total segment operating expenses

Interest and other Income

$ ( 948 ) $ ( 1,372 )

NOTE 13 — SUBSEQUENT EVENTS

The Company has evaluated events from June 30, 2024 through September 27, 2024, the date these consolidated financial statements were available to be issued.

Following the June 30, 2024 year end, on July 23, 2024, the Company renewed its Fountain Valley location effective February 1, 2025 by an additional five years with a January 1, 2030.lease expiration date.

Both parties agreed that July 23, 2024 was the effective modification date.

The monthly rent payable for the first year of the extended term will be $ 19,362 and increases by 4 % on each anniversary date.

On June 4, 2024, the Company notified its Grace facility location landlord of its intent to vacate at the end of the current January 31, 2025 lease term.

On August 8, 2024, the Board of Directors authorized salary reductions of $ 100,000 for the CEO from $ 250,000 to $ 150,000 and salary reductions for the Executive VP, Operations, Executive VP, Sales and Marketing from $ 234,000 to $ 220,000 , respectively and the CFO from $ 220,000 to $ 200,000 .

Management has evaluated events from June 30, 2024 through September 27 2024, the date these financial statements were available to be issued and determined that there have been no other events that occurred that would require adjustment to our disclosures in the condensed consolidated financial statements.

Management has evaluated events from June 30, 2025 thro ugh September 25, 2025 , the date these financial statements were available to be issued and determined that there have been no other events that occurred that would require adjustment to our disclosures in the condensed consolidated financial statements.

EXHIBIT INDEX

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Certificate of Incorporation, as amended

Amendment No.

1 to the Amended and Restated Bylaws

Amended and Restated Bylaws

Form of Common Stock Certificate

Description of Securities

Form of Indemnity Agreement between the Company and its directors and officers

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Asset Purchase Agreement dated April 21, 2022 between Moving iMage Technologies, Inc.

Interim CFO Engagement Agreement, dated January 19, 2023, between the Company and William Greene

CFO Appointment

Letter Agreement between Moving iMage Technologies, Inc.

1 unchanged sentence

Convertible Note Purchase Agreement dated June 6, 2023

Mutual Understanding between Moving iMage Technologies, Inc.

and Francois Godfrey

Insider Trading Policies and Procedures *

List of Subsidiaries

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

Clawback Policy

The following financial statements from the Company’s Report on Form 10-K for the year ended June 30, 2025, formatted in Inline XBRL:

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Indicates a management contract or compensatory plan or arrangement.

Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fountain Valley, State of California, on September 26, 2025.

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/s/ Phil Rafnson

President, Chief Executive Officer and Chairman of the Board

Chief Executive Officer and Chairman of the Board

September 26, 2025

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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