MOVING iMAGE TECHNOLOGIES INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective at June 30, 2025 due to material weaknesses in our internal control over financial reporting as described below. 27 Table of Contents Limitations on Internal Control over Financial Reporting An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management ’ s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer), we performed an assessment of the Company’s significant processes and key controls. Based on this assessment, management concluded that our internal controls over financial reporting were not effective as of June 30, 2025 due to the material weaknesses described below. A material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5 as a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We determined that our internal control over financial reporting had the following material weaknesses: 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, 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 Other than as described below, during the quarter ended June 30, 2025, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management ’ s Plan for Remediation To address identified material weaknesses, we have continued the process of instituting a number of accounting processes and procedures. In April 2023, the Company hired a seasoned financial executive consultant as Chief Financial Officer. The CFO has also undertaken the training of our senior and accounting personnel in the requirements of being a public company. The actions we have taken are subject to continued review, supported by confirmation and testing by management. 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 As an emerging growth company, the Company is not required to include in this report a report on the effectiveness of internal control over financial reporting by the Company’s independent registered public accounting firm. ITEM 9B. OTHER INFORMATION None . ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 28 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the names, ages and titles of our directors, executive officers and key personnel: Executive Officers and Directors : Name Age Title Executive Officers and Directors: Phil Rafnson 78 Chief Executive Officer and Chairman of the Board Francois Godfrey 54 President and Chief Operating Officer Jose Delgado 62 Executive Vice President, Sales and Marketing Bevan Wright 56 Executive Vice President, Operations William Greene 69 Chief Financial Officer Katherine D. Crothall, Ph.D. 76 Director John C. Stiska 83 Director Scott Anderson 71 Director Key Personnel: David Richards 69 Senior Vice President, Engineering Frank Tees 51 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. Mr. Rafnson resigned as President effective October 30, 2024. Mr. Rafnson has been a major participant in the cinema equipment business for over 30 years going from a sound engineer for RCA Service Co. to National Sales Manager for Xetron Inc., to President and owner of Media Technology Source (MTS), one of the largest global cinema equipment distribution companies until he sold MTS in 1999. He has served as Board member of the International Theatre Equipment Association for 12 years and Officer and President of that association for more than 4 years. Mr. 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. Mr. 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. Prior to joining MiT, Mr. 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 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. Bevan Wright is a Company founding partner and has been our Executive Vice President, Operations since the Company’s founding in 2003. In the industry since 1985, Bevan spent ten years as Cinema Systems Product and Engineering Manager at Christie Digital Systems, directing product development and engineering support for all cinema product lines, managing the product lines to develop and bring to market fully integrated solutions for cinema exhibitors. The previous nine years he held engineering and operations positions at Christie, United Artists, and with other cinema exhibitors. Mr. 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. William F. Greene was appointed as full-time Chief Financial Officer effective April 20, 2023. Mr. 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. Mr. 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. from 2009 to 2010, and serving as the chief financial officer for Surge Global Energy from 2006 to 2008. Mr. Greene holds a Bachelor of Science degree in Business Administration with a focus on accounting from California State University Dominguez Hills. 29 Table of Contents Katherine D. Crothall, Ph.D . became a Director in July 2021. Ms. Crothall has been the Chairman, Chief Executive Officer and President of Aspire Bariatrics, Inc. (“Aspire”) since November 2010. Prior to Aspire, Dr. Crothall served as a Principal of Liberty Venture Partners, Inc. from 2006 to November 2010. Prior to Liberty, she founded Animas Corporation in 1996 and served as its Chairman, President, Chief Executive Officer, led its $69 million IPO in 2004, and sold it to Johnson and Johnson in 2006. From October 1988 to September 1993, Dr. Crothall served as President and Chief Executive Officer of Luxar Corporation, which she founded in 1988, sold and manufactured CO2 lasers for cosmetic, oral, surgical, dental, dermatological and surgical applications. Dr. Crothall founded Laakmann Electro-Optics, which manufactured and marketed CO2 lasers and was sold to Johnson & Johnson in 1981. She was employed as an engineer at Hughes Aircraft from 1971 to 1978. She has been an Independent Director of Valeritas Holdings, Inc. since October 10, 2016. Dr. Crothall is a director of Adhezion BioMedical and a former Director of Xanitos, Inc. She served as a former Director of Othera Pharmaceuticals Inc., Intact Vascular, Inc., and Lungpacer, Inc. Dr. Crothall served as a Director of Animas Corp. since 1996 until its sale to J&J in 2006. She holds over 20 patents and is the recipient of several awards including the Ernst & Young Entrepreneur of the Year Award in 2003 and the Greater Philadelphia Raymond Rafferty Entrepreneurial Excellence Award in 2004. She has authored numerous technical papers and has given numerous papers at scientific/medical symposiums. Dr. Crothall holds a B.S. in Electrical Engineering from the University of Pennsylvania and Master of Science and a Ph.D. in Electrical Engineering from the University of Southern California. Dr. Crothall’s extensive experience in public company finance and acquisition experience qualifies her to serve on our board of directors. John C. Stiska became a Director in July 2021. Since 2005, Mr. 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. Over the past two decades, John Stiska has served as a CEO, Chairman, Director and investor in more than thirty private and public companies. Underlying his extensive, twenty -year business leadership and development experience, and service on numerous Boards of Directors, John was a practicing Corporate and Securities partner at Brobeck, Phleger & Harrison, and of Counsel at Latham & Watkins. He also taught Securities Regulation as an Adjunct Professor of Law at the University of San Diego School of Law. He started his career and became a partner at Luce, Forward, Hamilton & Scripps, before being one of the founding partners of Aylward, Kintz, Stiska, Wassenaar and Shannahan, which merged into and became the San Diego Office of the Brobeck Firm, shortly after which time he joined Intermark, Inc. as President, and subsequently took Intermark, Inc. and its majority owned company Triton Group Ltd through an extensive Chapter 11 reorganization and refinancing, emerging as a successfully restructured public company, Triton Group Ltd. Mr. Stiska received a B.A. in Accounting, BBA, in 1965 and a J.D. from the University of Wisconsin in 1970. Mr. Stiska’s extensive experience in public company finance and related corporate matters qualifies him to serve on our board of directors. Scott Lloyd Anderson, J.D., CPA became a Director in July 2021. Mr. Anderson practiced with KPMG as a tax CPA in the early 1980s and since 1983 has practiced as an attorney representing businesses and their respective owners. Mr. Anderson is a shareholder at the law firm of Fabyanske, Westra, Hart & Thomson, P.A., which he joined in 1985. Mr. Anderson was on the board of directors of the firm from 1988 through 2014 and was elected president of the firm over four different time frames. Over the last 30 years, Mr. Anderson has structured, negotiated and closed over 200 merger and acquisition transactions of privately held companies ranging in transaction value from a few million to over a billion dollars. Mr. Anderson has been on the board of directors of various construction companies and is a principal owner, director and officer of a safety engineering company, a small investment company and a small oil and gas company. Mr. Anderson also assisted with the initial organization of the Company in 2003. Mr. Anderson has a B.A. in Business Administration from Augsburg University located in Minneapolis, Minnesota and a J.D. from William Mitchell College of Law located in St. Paul, Minnesota. Mr. Anderson also taught accounting and business law at Augsburg University. Mr. Anderson’s extensive experience in finance and acquisition transactions and prior accounting experience qualifies him to serve on our board of directors. Key Personnel : David Richards has been our Senior Vice President, Engineering since the Company’s founding in 2003. Mr. Richards has nineteen years of experience in the cinema industry. 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. Mr. 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. He is the author of several SMPTE papers and articles for various trade publications. He has a background in mechanical, electronic and electrical engineering design. 30 Table of Contents Frank Tees has been our Vice President, Technical Sales & Support since 2011. Mr. Tees started his cinema career in 1989, serving in most aspects of theater exhibition with Krikorian Premiere Theaters. He spent the past 15 years with the world’s largest exhibitor, Regal Entertainment Group, and since 2002 has been Director of Technical Services for the Southwest Region. He managed a team of technicians in preparation, installation and service of film and digital cinema equipment for 1,000 screens in Southern California, Hawaii, Nevada and Arizona. Mr. Tees has extensive training in 3D and standard DLP and Sony projection systems and practical experience installing them in an integrated and networked environment. Mr. Tees also managed Regal’s technical training program and developed preventative maintenance and tracking guidelines to service systems according to their warranty. Family Relationships There are no family relationships among any of our executive officers or directors. Board Leadership Structure Our board of directors does not have a policy on whether or not the role of the Chief Executive Officer and Chairman should be separate or, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee. Currently, we operate with Mr. Rafnson serving as our Chairman and our Chief Executive Officer. We currently believe that Mr. Rafnson serving in both capacities best serves the Company and suits the talents, expertise and experience that Mr. Rafnson brings to the Company. Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors. The board of directors may also establish other committees from time to time to assist our company and the board of directors. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE American and SEC rules and regulations, as applicable. Each committee’s charter is available on our website at www.movingimagetech.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this Report. Audit committee Chaired by John C. Stiska, Katherine D. Crothall, Ph.D. and Scott Lloyd Anderson also serve on the audit committee. Our board of directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and NYSE, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated John C. Stiska as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include: ● appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; ● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; ● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; ● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; ● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; ● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; 31 Table of Contents ● recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10‑K; ● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; ● preparing the audit committee report required by SEC rules to be included in our annual proxy statement; ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and ● reviewing quarterly earnings releases. Compensation committee Chaired by Katherine D. Crothall, Ph.D, John C. Stiska and Scott Lloyd Anderson also serve on the compensation committee. Our board of directors has determined that each member of the compensation is “independent” as defined in the applicable NYSE American rules. The compensation committee’s responsibilities include: ● annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer; ● evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i) recommending to the board of directors the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans; ● reviewing and recommending to the board of directors the cash compensation of our other executive officers; ● reviewing and establishing our overall management compensation, philosophy and policy; ● overseeing and administering our compensation and similar plans; ● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable NYSE American rules; ● retaining and approving the compensation of any compensation advisors; ● reviewing and approving our policies and procedures for the grant of equity-based awards; ● reviewing and recommending to the board of directors the compensation of our directors; and ● preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement. None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. 32 Table of Contents Nominating and corporate governance committee Chaired by Scott Lloyd Anderson, Katherine D. Crothall, Ph.D and John C. Stiska and also serve on the nominating and governance committee. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable NYSE American rules. The nominating and corporate governance committee’s responsibilities include: ● developing and recommending to the board of directors’ criteria for board and committee membership; ● establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders; ● reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us; ● identifying individuals qualified to become members of the board of directors; ● recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees; ● reviewing and recommending to the board of directors’ appropriate corporate governance guidelines; and ● overseeing the evaluation of our board of directors. Code of business conduct and ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. 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 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. Delinquent Section 16 (a) Reports Section 16 (a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us. Based solely on the reports received by us and on the representations of the reporting persons, we believe that our directors and executive officers complied with all applicable filing requirements during the fiscal year ended June 30, 2025 , except that William Greene did not timely file a Form 4 reporting for one stock option award and each of John C. Stiska, Katherine D. Crothall, Ph.D. and Scott Lloyd Anderson did not timely file a Form 4 for one option award and one stock award, and Jose Delgado did not timely file a Form 4 for a private transaction with the Company. 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. ITEM 11. EXECUTIVE COMPENSATION Compensation of Named Executive Officers The summary compensation table below shows certain compensation information for services rendered in all capacities for the fiscal years ended June 30, 2025 and 2024. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred. All Other Fiscal Compensation Name and Principal Position Year Salary ($) Bonus ($) ($) Total ($) Philip Rafnson 2025 $ 160,985 $ 100,000 $ — $ 260,985 President and Chief Executive Officer 2024 $ 218,667 $ 28,000 $ — $ 246,667 Francois Godfrey 2025 $ 209,113 $ 15,000 $ 92,000 $ 316,113 President and Chief Operating Officer 2024 $ 180,000 $ 8,000 $ — 188,000 Jose Delgado(1) 2025 $ 215,361 $ — $ — $ 215,361 Executive Vice President, Sales and Marketing 2024 $ 233,730 $ 28,000 $ — $ 261,730 Bevan Wright 2025 $ 215,294 $ — $ — $ 215,294 Executive Vice President, Operations 2024 $ 233,730 $ 28,000 $ — $ 261,730 William Greene 2025 $ 203,088 $ — $ — $ 203,088 Chief Financial Officer 2024 $ 220,487 $ 28,000 $ — 248,487 (1) 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. Delgado’s $25,000 outstanding obligation to the Company plus an estimated $8,000 in federal and California state income taxes incurred in connection with the sale. Following the purchase, the shares were cancelled by the Company. 33 Table of Contents Employment Agreements We currently do not maintain any employment, severance or change in control agreements with our named executive officers. In addition, our named executive officers are not entitled to any payments or other benefits in connection with the termination of employment or a change in control. Outstanding Equity Awards at Fiscal Year-End 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 Effective November 30, 2023, our board of directors adopted a clawback policy that may be applied in the event of a material financial restatement. The clawback policy covers current and former executive officers and includes all incentive compensation. Specifically, in the event of an accounting restatement, we must recover, reasonably promptly, any excess incentive compensation during the three completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting is or was based wholly or in part on the attainment of a financial reporting measure. The amount to be recovered will be the excess of the incentive compensation paid based on the erroneous data over the incentive compensation that would have been paid had it been based on the restated results. The full text of our Clawback Policy is included as Exhibit 97.1 to this annual report. 2019 Omnibus Incentive Stock Plan We have adopted a 2019 Omnibus Incentive Stock Plan (the “Plan”). On February 14, 2022, our stockholders approved an amendment increasing the number of stock-based awards available for issuance under the Company’s Plan from 750,000 shares to 1,500,000 shares. At June 30, 2025, an aggregate of 1,150,000 shares of our Common Stock is reserved for issuance and available for awards under the Plan, including incentive stock options granted under the Plan. The Plan administrator may grant awards to any employee, director, consultant or other person providing services to us or our affiliates. The Plan is administered by the Compensation Committee of the Board. The Plan administrator has the authority to determine, within the limits of the express provisions of the Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards and the objectives and conditions for earning such awards. The Board may at any time amend or terminate the Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent of the recipient. No awards may be made under the Plan after the tenth anniversary of its effective date. Awards under the Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock Units, performance share or Unit awards, other stock-based awards and cash-based incentive awards. Stock Options . The Plan administrator may grant to a participant options to purchase our Common Stock that qualify as incentive stock options for purposes of Section 422 of the Internal Revenue Code (“incentive stock options”), options that do not qualify as incentive stock options (“non-qualified stock options”) or a combination thereof. The terms and conditions of stock option grants, including the quantity, price, vesting periods, and other conditions on exercise will be determined by the Plan administrator. The exercise price for stock options will be determined by the Plan administrator in its discretion, but non-qualified stock options and incentive stock options may not be less than 100% of the fair market value of one share of our company’s Common Stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price may not be less than 110% of the fair market value of one share of Common Stock on the date the stock option is granted. Stock options must be exercised within a period fixed by the Plan administrator that may not exceed ten years from the date of grant, except that in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise period may not exceed five years. At the Plan administrator’s discretion, payment for shares of Common Stock on the exercise of stock options may be made in cash, shares of our Common Stock held by the participant or in any other form of consideration acceptable to the Plan administrator (including one or more forms of “cashless” or “net” exercise). 34 Table of Contents Stock Appreciation Rights. The Plan administrator may grant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of Common Stock on the exercise date over the SAR exercise price, times (ii) the number of shares of common stock with respect to which the SAR is exercised. The exercise price for a SAR will be determined by the Plan administrator in its discretion; provided, however, that in no event shall the exercise price be less than the fair market value of our common stock on the date of grant. Restricted Shares and Restricted Units. The Plan administrator may award to a participant shares of Common Stock subject to specified restrictions (“restricted shares”). Restricted shares are subject to forfeiture if the participant does not meet certain conditions such as continued employment over a specified forfeiture period and/or the attainment of specified performance targets over the forfeiture period. The Plan administrator also may award to a participant Units representing the right to receive shares of Common Stock in the future subject to the achievement of one or more goals relating to the completion of service by the participant and/or the achievement of performance or other objectives (“restricted Units”). The terms and conditions of restricted share and restricted Unit awards are determined by the Plan administrator. Performance Awards. The Plan administrator may grant performance awards to participants under such terms and conditions as the Plan administrator deems appropriate. A performance award entitles a participant to receive a payment from us, the amount of which is based upon the attainment of predetermined performance targets over a specified award period. Performance awards may be paid in cash, shares of Common Stock or a combination thereof, as determined by the Plan administrator. Other Stock-Based Awards. The Plan administrator may grant equity-based or equity-related awards, referred to as “other stock-based awards,” other than options, SARs, restricted shares, restricted Units, or performance awards. The terms and conditions of each other stock-based award will be determined by the Plan administrator. Payment under any other stock-based awards will be made in Common Stock or cash, as determined by the Plan administrator. Cash-Based Awards. The Plan administrator may grant cash-based incentive compensation awards, which would include performance-based annual cash incentive compensation to be paid to covered employees subject to Section 162(m) of the Code. The terms and conditions of each cash-based award will be determined by the Plan administrator. Compensation of Directors Our board of directors believes that a significant portion of the total compensation package for our non-employee directors should be equity-based to align the interests of these directors with our stockholders. Directors who are also our employees do not receive any additional compensation for their service on our board of directors. The following table sets forth all compensation paid to or earned by each non-employee director of the Company during the fiscal year ended June 30, 2025. Fees Earned or Paid Option Stock in Cash Awards Awards Total Name ($) ($) (1)(2) ($) (3) ($) Katherine D. Crothall, Ph.D. $ 1,800 $ — $ 6,000 $ 7,800 John C. Stiska $ 7,887 $ — $ 4,800 $ 12,687 Scott Anderson $ 1,800 $ — $ 12,000 $ 13,800 (1) The amounts disclosed above reflect the full grant date fair values in accordance with FASB ASC Topic 718. 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 (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) 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. 35 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding beneficial ownership of our capital stock by: ● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock; ● each of our named executive officers; ● each of our directors; and ● all of our current executive officers and directors a group. Applicable percentage ownership is based on 9,896,850 shares of Common Stock outstanding at September 26, 2025. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown. 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 Own Name of Beneficial Owner Shares % Named Executive Officers and Directors Phil Rafnson 2,074,828 (1) 20.9 % Bevan Wright 635,185 6.4 Jose Delgado 461,917 4.7 Francois Godfrey 91,667 (2) * William Greene 81,250 (2) * Katherine D. Crothall, Ph.D. 85,725 (3) * John C. Stiska 61,669 (3) * Scott Anderson 80,441 (3) * All executive officers, directors as a group (8 persons) 3,572,682 36.0 % * Indicates ownership of less than 1% (1) Shares held by Sound Management Investors, LLC, an entity wholly owned and controlled by Mr. Rafnson. (2) 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. Godfrey; 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. Greene. (3) 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. Anderson. 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. 36 Table of Contents 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.” (c) Number of securities remaining (a) (b) available Number of Weighted- for future securities average issuance to be issued exercise under equity upon price per compensation exercise of share of plans outstanding outstanding (excluding options, options, securities warrants warrants reflected in Plan Category and rights and rights column (a)) Equity compensation plans approved by stockholders 450,000 0.65 1,220,000 Equity compensation plans not approved by stockholders — — — Total 450,000 0.65 1,220,000 Dividends 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. 37 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE We have agreed to indemnify, defend and hold harmless the members of Moving iMage Technologies LLC from any taxes which may at any time be asserted with respect to the Share Exchange. Director and Officer Indemnification and Insurance We have entered into indemnification agreements with each of our directors and executive officers. 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. 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 Delaware law. 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 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. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee will be tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of any related party transactions policy. 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; ● any person who is known by us to be the beneficial owner of more than 5% of our Common Stock; ● any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Common Stock; or ● 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 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: On February 28, 2024, the Company and Jose Delgado, Executive Vice President of Sales agreed to sell 49,586 shares of our 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 $33,073, which amount represents satisfaction of Mr. Delgado’s $25,037 outstanding obligation to the Company plus an estimated $8,037 in federal and California state income taxes incurred in connection with the sale. 38 Table of Contents Director Independence We are listed on the NYSE American and accordingly, we have applied the listing standards of the NYSE American in determining the “independence” of the members of our Board of Directors. Based on the listing standards of the NYSE American and after reviewing the relationships with members of our Board, our Board of Directors has determined that Katherine D. Crothall, Ph.D., John C. Stiska, and Scott Lloyd Anderson qualify as independent directors. The nominating and governance committee reviews with the Board at least annually the qualifications of new and existing Board members, considering the level of independence of individual members, together with such other factors as the Board may deem appropriate, including overall skills and experience. The nominating and governance committee also evaluates the composition of the Board as a whole and each of its committees to ensure the Company’s on-going compliance with the independence standards of the NYSE American. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 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 2025 2024 Audit Fees – H&W (1) $ 221,615 $ 210,105 Audit Related Fees — — Tax Fees 13,100 10,200 All Other Fees — — Total Fees: $ 234,715 $ 220,305 (1) Audit fees include fees associated with the annual audits of our financial statements, quarterly reviews of our financial statements, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. 39 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The financial statements have been included in Item 8 above and are set forth following Item 16 of this Report. (a)(2) Financial Statement Schedules Schedules have been omitted because they are not applicable, not material or because the information is included in the consolidated financial statements or the notes thereto. (a)(3) Exhibits The exhibits are incorporated by reference from the Exhibit Index attached hereto. ITEM 16. FORM 10 ‑ K SUMMARY None. 40 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. FINANCIAL STATEMENTS June 30, 2025 and 2024 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 200 ) 42 CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2025 AND 2024 43 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 44 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 45 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2025 AND 2024 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 47 41 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Moving iMage Technologies, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Moving iMage Technologies, Inc. (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. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Haskell & White LLP HASKELL & WHITE LLP We have served as the Company’s auditor since 2022. Irvine, California September 26, 2025 42 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS (in thousands) June 30, 2025 2024 Assets Current Assets: Cash $ 5,715 $ 5,278 Accounts receivable, net 1,464 1,048 Inventories, net 2,066 3,117 Prepaid expenses and other 162 470 Total Current Assets 9,407 9,913 Long-Term Assets: Right-of-use asset 1,087 144 Property and equipment, net 15 28 Intangibles, net 364 422 Other assets 15 16 Total Long-Term Assets 1,481 610 Total Assets $ 10,888 $ 10,523 Liabilities And Stockholders’ Equity Current Liabilities: Accounts payable $ 3,009 $ 2,261 Accrued expenses 362 320 Customer refunds 379 399 Customer deposits 1,101 1,651 Lease liability–current 227 151 Unearned warranty revenue 35 31 Total Current Liabilities 5,113 4,813 Long-Term Liabilities: Lease liability–non-current 918 — Total Long-Term Liabilities 918 — Total Liabilities 6,031 4,813 Stockholders’ Equity Common stock, $ 0.00001 par value, 100,000,000 shares authorized, 9,939,080 and 9,896,850 shares issued and outstanding at June 30, 2025 and June 30, 2024, respectively — — Additional paid-in capital 12,061 11,965 Accumulated deficit ( 7,204 ) ( 6,255 ) Total Stockholders’ Equity 4,857 5,710 Total Liabilities and Stockholders’ Equity $ 10,888 $ 10,523 The accompanying notes are an integral part of these consolidated financial statements. 43 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) Year Ended June 30, 2025 2024 Net sales $ 18,147 $ 20,139 Cost of goods sold 13,574 15,456 Gross profit 4,573 4,683 Operating expenses: Research and development 203 277 Selling and marketing 1,878 2,414 General and administrative 3,578 3,549 Total operating expenses 5,659 6,240 Operating (loss) ( 1,086 ) ( 1,557 ) Other income (expense) Unrealized gain on marketable securities — — Interest and other income, net 138 185 Total other income 138 185 Net (loss) $ ( 948 ) $ ( 1,372 ) Weighted average shares outstanding: basic and diluted (Note 4) 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 44 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ’ EQUITY FOR THE YEARS ENDED June 30, 2025 and 2024 (in thousands except share amounts) Common Stock Additional Paid-In Accumulated Shares Amount Capital Deficit Total Balance June 30, 2023 10,685,778 12,462 ( 4,883 ) 7,579 Grant of options to officer — — 20 — 20 Issuance of stock to board members 18,938 — 13 — 13 Cashless issuance of stock to officer — — 33 — 33 Share buyback and cancellation ( 758,280 ) — ( 530 ) — ( 530 ) Share buyback and cancellation for officer ( 49,586 ) — ( 33 ) — ( 33 ) Net loss — — — ( 1,372 ) ( 1,372 ) Balance as of June 30, 2024 9,896,850 $ — $ 11,965 $ ( 6,255 ) $ 5,710 Grant of options to officer — — 59 — 59 Issuance of stock to board members 42,230 — 26 — 26 Repriced option for directors and officer — — 11 — 11 Net loss — — — ( 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. 45 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended June 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 948 ) $ ( 1,372 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Provision for credit losses ( 142 ) 251 Inventory reserve 307 522 Depreciation expense 13 12 Amortization expense 58 58 Right-of-use amortization 252 271 Stock compensation expense 96 66 Changes in operating assets and liabilities Accounts receivable ( 274 ) ( 394 ) Inventories 744 780 Prepaid expenses and other 309 ( 19 ) Accounts payable 748 754 Accrued expenses and customer refunds 20 68 Unearned warranty revenue 4 5 Customer deposits ( 550 ) ( 1,518 ) Lease liabilities ( 200 ) ( 280 ) Net cash provided by (used in) operating activities 437 ( 796 ) Cash flows from investing activities Purchases of property and equipment — ( 12 ) Net cash (used in) investing activities — ( 12 ) Cash flows from financing activities Share Buyback — ( 530 ) Net cash (used in) financing activities — ( 530 ) Net increase (decrease) in cash 437 ( 1,338 ) Cash, beginning of the period 5,278 6,616 Cash, end of the period $ 5,715 $ 5,278 Non-cash investing and financing activities: Sharebuyback and cancellation for officer $ — 33 Right-of-use assets from new lease $ 207 $ — Right-of-use assets from lease modification $ 988 $ — The accompanying notes are an integral part of these consolidated financial statements. 46 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization: Moving iMage Technologies, Inc., a Delaware corporation, together with its wholly owned subsidiaries unless the context indicates otherwise, the (“Company”) was incorporated in June 2020. The Company, through its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”) and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”), designs, integrates, installs and distributes proprietary and custom designed equipment as well as off the shelf cinema products needed for contemporary cinema requirements. The Company also offers single source solutions for cinema design, procurement, installation and service to the creative and production communities for screening, digital intermediate and other critical viewing rooms. Additionally, the Company offers a wide range of technical, design and consulting services such as custom engineering, systems design, integration and installation, and digital technology, as well as software solutions for operations enhancement and theatre management. The Company also provides turnkey furniture, fixture and equipment services to commercial cinema exhibitors for new construction and remodels including design, consulting, installation and project management as well as procurement of seats, lighting, acoustical treatments, screens, projection and sound. Moving iMage Acquisition Co. (DBA “Caddy Products”) designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries. Impact of the COVID- 19 Pandemic: The COVID- 19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID- 19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID- 19 global pandemic resulted in a significant impact on our customers, specifically those in the entertainment and cinema industries. 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 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. Based on the Company’s current estimates of recovery, it believes it has, and will generate, sufficient cash to sustain operations at least 12 months from the issuance of these financial statements. Nonetheless, the COVID- 19 pandemic has had, and continues to have, adverse effects on the Company’s business, results of operations, cash flows and financial condition. Principles of Consolidation: The consolidated financial statements include the accounts of MiT Inc., its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”), and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA Caddy Products). All significant intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Segment Reporting: An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for the purposes of making operating decisions and assessing financial performance. The Company has determined that it has a single operating and reportable segment. 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 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 years ended June 30, 2024 and June 30, 2024, there were no impairments. 47 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, bad debts, inventory reserves, warranty reserves, purchase price allocation and asset impairments), disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Concentration of Cash: The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances. Cash Equivalents and Marketable Securities: All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. The Company’s investments in marketable debt securities are carried at either amortized cost or fair value. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as available-for sale. Realized gains and losses on available-for-sale debt securities are included in net income/loss. Unrealized gains and losses, net of tax, on available-for-sale debt securities are recognized in other comprehensive gain/(loss). The Company’s investments in marketable equity securities are classified based on the nature of the securities and their availability for use in current operations. The Company’s marketable equity securities are measured at fair value with gains and losses recognized in other income/(expense), net. The cost of securities sold is determined using the specific identification method. Accounts Receivable: Accounts receivables are carried at original invoice amount less allowance for credit losses. Management determines the allowance for credit losses by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivables are considered to be past due if any portion of the receivable balance is outstanding for more than 90 days past the customer’s granted terms. The Company does not charge interest on past-due balances or require collateral on its accounts receivable. As of June 30, 2025 and 2024 , the allowance for credit losses is approximatel y $ 436,000 and $ 378,000 , respectively. Inventories: 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. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which may cause losses on sales to customers. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its net realizable value. As of June 30, 2025 and 2024 , inventory on hand was comprised primarily of finished goods ready for sale. As of June 30, 2025 and 2024 , the inventory reserve wa s $ 1,304,000 and $ 1,106,000 , respectively. Revenue Recognition: The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ( “ ASC 606 ” ). Revenue is recognized when control of the promised goods is transferred at the point of shipment to a customer and when performance conditions are satisfied as per the agreement, in an amount that reflects the consideration that we expect to receive in exchange for those goods as per the agreement with the customer. We generate all our revenue from agreements with customers. In case there are agreements with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. 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. 48 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Management considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include whether the Company is the primary obligor, has risks and rewards of ownership, and bears the risk that a customer may not pay for the products provided or services performed. If there are circumstances where the above criteria are not met, revenues recognized are presented net of cost of goods sold. Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). Other than accounts receivable, there were no other contract assets as of June 30, 2025 or 2024 . Contract liabilities consist of refund and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement. As of Contract Liabilities ($ in Thousands) June 30, Contract Liabilities 2025 2024 Customer deposits $ 1,101 $ 1,651 Unearned warranty revenue 35 31 Customer refunds 379 399 Total $ 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. Taxes collected from customers are included in Accounts Payable on a net basis (excluded from revenues) until remitted to the government. Deferred contract acquisition costs consist of sales commissions paid to the sales force and the related employer payroll taxes, collectively “deferred contract acquisition costs”, are considered incremental and recoverable costs of obtaining a contract with a customer. 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. Year Ended June 30, Disaggregation of Revenue ($ in Thousands) 2025 2024 Equipment upon delivery (point in time) $ 17,999 $ 19,943 Installation (point in time) 94 130 Software and services (over time) 54 66 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. Revenue from installation is recognized upon completion of installation project and performance obligation is complete. Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usually one year. Services revenues are generally recognized over time as the contracts are performed. 49 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Returns and Allowances: The Company records allowances for discounts and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends. Shipping and Handling Costs: Shipping and handling costs are included in the cost of goods sold and are recognized as a period expense during the period in which they are incurred. Advertising Costs: 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. The Company amortizes these intangible assets over the determined useful life which generally ranges from 11 to 20 years. 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. There was no intangible asset impairments recognized for the years ended June 30, 2025 Business Combinations: The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Income Taxes: The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. 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 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. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Product Warranty: The Company’s digital equipment products are sold under various limited warranty arrangements ranging from one year to three years. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products for up to three years, depending on the manufacturers’ individual policies. As of June 30, 2025 and 2024 , the Company has established a warranty reserve of $ 37,000 and $ 69,000 , respectively, which is included in accrued expenses in the accompanying consolidated balance sheets. The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands): Warranty Liabilities ($ in Thousands) For the Year Ended June 30, 2025 2024 Product warranty liability beginning of period $ 69 $ 53 Accruals for warranties issued 354 250 Settlements made ( 386 ) ( 234 ) Product warranty liability end of the period $ 37 $ 69 50 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Research and Development: The Company incurs costs to develop new products, as well as improve the appeal and functionality of its existing products. Research and development costs are charged to expense when incurred. Share-Based Compensation: The Company accounts for share-based payments in accordance with ASC 718, Compensation-Stock Compensation . Accordingly, the Company expenses the fair value of awards made under its share-based compensation plans. 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 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 On April 25, 2023, the Company entered into a Letter Agreement, subject to definitive agreements, with The Five Agency, LLC (“The Five Agency”). The Five Agency operates gaming leagues at various theaters, cinemas, movie theaters, entertainment complexes and auditoriums, and provides league structures, hosts, management, supervision, coordination with game publishers, marketing and marketing assets for leagues and events under the brand SNDBX. The Five Agency and the Company jointly designed the equipment package that will be used for that purpose. 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. Plus, the Company has the right to participate in any and all future capital and debt offerings by SNDBX. Pursuant to the terms of the Loan, on April 25, 2023, and subject to the satisfaction of the conditions described in the Letter Agreement, the Company extended an initial loan of $ 150,000 to The Five Agency with interest at 10 % per annum payable each year commencing on May 1, 2024 with principal due on May 1, 2026. The Loan is secured by the Patents (as defined below). 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: (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”). 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; and (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. The Company and either The Five Agency or SNDBX will be co-owners of the equipment patents (the “Patents”) and will share the costs. The Five Agency will apply for Patents on or before April 30, 2024 and after expiration of the Supply Agreement in three years, either party may sell equipment to others with the Company entitled to a reasonable royalty rate equal to a percentage the net sales. In the event of a transfer of the co-owned Patent rights, the Company will automatically become the sole owner of the Patents. On June 6, 2023, the Company entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”), with SNDBX, INC. ("SNDBX") pursuant to which SNDBX issued and sold an unsecured convertible promissory note (the “Note”) to the Company for the principal amount of $ 100,000 . The Note matures on June 5, 2024, ( the “Maturity Date”) and accrues simple interest at an annual rate of 5 %, payable at any time on or after the Maturity Date. 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. 51 Table of Contents 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 . If SNDBX exercises such repurchase option, $ 100,000 of the repurchase price is due and payable on the date of such election, and the remaining $ 400,000 is paid in installments of $ 100,000 annually thereafter on such date. The Purchase Agreement contains customary representations and warranties. The following events constitute an event of default under the Note: (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; (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. Upon an event of default, the Note will accelerate, and all principal and unpaid accrued interest will become due and payable. The Note and the Founders Shares underlying the Note have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold absent registration or an applicable exemption from registration requirements. On June 30, 2024 , the Company determined the Notes Receivable balance of $ 0.400 million was unrealizable due to SNDBX delays and execution risk and fully reserved the $ 400,000 balance. The $ 0.400 million is included within impairment expense for the year ended June 30, 2024 . NOTE 3 — SHARE BUYBACK 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. All repurchases will be implemented in accordance with the applicable requirements of Rule 10b - 18 under the U.S. Securities Exchange Act of 1934. By June 30, 2024 , the Company had repurchased approximately 273,000 shares for $ 303,000 , leaving $ 697,000 available for future repurchases. On April 1, 2024, the Board of Directors authorized a new share repurchase program for the repurchase of up to $ 697,000 worth of shares and will expire at the earlier of June 30, 2024 , or when the maximum dollar amount of shares is repurchased. All repurchases will be implemented in accordance with the applicable requirements of Rule 10b - 18 under the U.S. Securities Exchange Act of 1934. The share repurchase plan ended on June 30, 2024 and the remaining unpurchased shares of $ 133,000 expired. Total Number of Approximate Shares Dollar Value of Purchased as Shares that May Total Number of Part of Publicly Yet Be Purchased Shares Average Price Announced Plans Under the Plans Period Purchased Paid per Share or Programs or Programs 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 Total 1,030,900 $ 0.81 1,030,900 $ 133,000 52 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 — LOSS PER SHARE Basic loss per share data for each year presented is computed using the weighted average number of shares of common stock outstanding during each such year. Diluted loss per share data is computed using the weighted average number of common and potentially dilutive securities outstanding during each year. Potentially dilutive securities consist of shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method. A reconciliation of basic and diluted loss per share is as follows: Loss per Share For the Year Ended (In Thousands except for share June 30, and per share price) 2025 2024 Numerator: Net (loss) $ ( 948 ) $ ( 1,372 ) Denominator: Weighted average common shares outstanding, basic and diluted 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 Nine Months Ended March 31 2025 2024 Options 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. 200,000 options were granted in the year ended June 30, 2025 . 53 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 — PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): Property and Equipment For the Year Ended ($ in Thousands) June 30 2025 2024 Production equipment $ 308 $ 308 Leasehold improvements 213 213 Furniture and fixtures 45 45 Computer equipment 72 72 Other equipment 120 120 Total 758 758 Accumulated depreciation ( 743 ) ( 730 ) Net property and equipment $ 15 $ 28 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 or remaining lease term Furniture and fixtures 5 Production equipment 3 – 7 Computer equipment 3 Other equipment 3 – 7 NOTE 6 — INTANGIBLE ASSETS The following table summarizes the Company’s intangible assets as of June 30, 2025 (in thousands): Amortization Gross Asset Accumulated Net Book Period (in years) Cost Amortization Value Customer relations 11 $ 970 $ 711 $ 260 Patents 20 70 21 49 Trademark 20 78 23 55 $ 1,118 $ 755 $ 364 The following table summarizes the Company’s intangible assets as of June 30, 2024 (in thousands): Amortization Gross Asset Accumulated Net Book Period (in years) Cost Amortization Value Customer relations 11 $ 970 $ 660 $ 310 Patents 20 70 17 53 Trademark 20 78 19 59 $ 1,118 $ 696 $ 422 54 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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): 2026 $ 60 2027 60 2028 60 2029 60 Thereafter 124 Total $ 364 NOTE 7 — ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): For the Year ended Accrued Expenses June 30 ($ in Thousands) 2025 2024 Employee compensation $ 225 $ 178 Accrued warranty 37 69 Freight 16 32 Sales tax 28 14 Other 56 27 Total $ 362 $ 320 NOTE 8 — STOCKHOLDERS ’ EQUITY In 2019, the Company adopted the 2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. 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 . 55 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 — STOCKHOLDERS ’ EQUITY (continued) 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 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 . 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. In addition to the director options, the Board granted CFO William Greene 100,000 options with an exercise price of $ 1.10 with 25 % vesting immediately the remainder vesting at 25 % per year thereafter. 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. 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. 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 periods June 30, 2025 and 2024: March 25, 2025 October 30, 2024 Options Options Risk-free interest rate 4.35 % 4.22 % Expected volatility 83.50 % 83.50 % Dividend yield — % — % Expected option term in years 2.4 5.5 A summary of the status of the Company’s stock options as of June 30, 2025 and 2024 and changes during the years ended June 30, 2025 and 2024 are presented below. Wtd. Avg. Exercise Options Price Balance, July 1, 2024 250,000 $ 1.10 Granted during the period 450,000 0.65 Exercised during the period — — Cancelled during the period ( 250,000 ) $ ( 1.10 ) Balance, June 30, 2025 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. Wtd. Avg. Exercise Options Price 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 : Range of Wtd. Avg Exercise Number Number Wtd. Avg Exercise Price Outstanding Exercisable Life Price $ 0.65 450,000 275,000 8.54 years $ 0.65 56 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 — STOCKHOLDERS ’ EQUITY (continued) There was no warrant activity during the year ended June 30, 2025 . 57 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 — INCOME TAXES The following table summarizes the components of deferred tax assets and deferred tax liabilities: ($ in Thous.) Deferred Tax Assets (Liabilities) For the Year Ended June 30 2025 2024 Inventory reserve $ 395 $ 309 Accumulated depreciation ( 3 ) ( 6 ) Accumulated goodwill amortization 57 63 Accumulated intangible amortization 121 125 Unrealized loss on investments - - Deferred rent - 2 ROU Asset ( 304 ) - ROU Liability 321 - Warranty reserve 10 9 Stock compensation 68 68 Net operating loss carryforward 997 1,481 Tax credits 86 - Allowance for doubtful accounts 66 106 Net 1,814 2,157 Valuation allowance ( 1,814 ) ( 2,157 ) Total $ - $ - $ in Thousands For the Year Ended June 30 2025 2024 Net loss before tax $ ( 948 ) $ ( 1,372 ) United States corporate tax rate 21 % 21 % Tax Benefit at statutory rate ( 199 ) ( 288 ) Differences due to: State taxes — 121 Other, permanent differences 542 193 Change in valuation allowance ( 343 ) ( 602 ) Income Tax (Benefit) Expense $ — $ — Effective Tax Rate 0 % 0 % 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 $ 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. Management does not believe that it had any significant uncertain tax positions at June 30, 2025 and 2024 , nor is this expected to change within the next twelve months due to the settlement and expiration of statutes of limitation. NOTE 10 — CUSTOMER AND VENDOR CONCENTRATIONS Customers : 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 . 58 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 — CUSTOMER AND VENDOR CONCENTRATIONS (continued) Vendors: 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 . At June 30, 2024 , the one vendor accounted for 38 % of accounts payable balance. NOTE 11 — COMMITMENTS AND CONTINGENCIES Operating Leases: 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 consolidated balance sheet. The Company’s executive office and warehouse lease agreements are classified as operating 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. The aggregate rent expense was $ 361,000 and $ 287,000 for the year ended June 30, 2025 and 2024 , respectively. 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: Operating leases Total ($ in Thousands) Payments 2026 $ 313 2027 326 2028 303 2029 266 2030 159 Total future minimum lease payments $ 1,367 Less imputed interest ( 222 ) Present value of operating lease payments $ 1,145 The following table sets forth the ROU assets and operating lease liabilities as of June 30, 2025 : Assets (in thousands) ROU assets-net $ 1,087 Liabilities Current operating lease liabilities $ 228 Long-term operating lease liabilities 918 Total ROU liabilities $ 1,146 59 Table of Contents MOVING IMAGE TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 — COMMITMENTS AND CONTINGENCIES (continued) Legal Matters: From time to time , the Company is involved in routine litigation that arises in the ordinary course of business. 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, 2025 2024 Revenue $ 18,147 $ 20,139 Cost of Sales 13,574 15,456 Gross Margin 4,573 4,683 Segment operating expenses: Payroll and related 3,766 4,201 Marketing 331 464 G&A 304 332 Compliance 734 801 Occupancy 701 652 Overhead ( 177 ) ( 215 ) Total segment operating expenses 5,659 6,235 Interest and other Income 138 180 Net loss $ ( 948 ) $ ( 1,372 ) NOTE 13 — SUBSEQUENT EVENTS 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. 60 Table of Contents EXHIBIT INDEX Index to Exhibits Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed/ Furnished Herewith 3.1 Certificate of Incorporation, as amended S‑1/A 333‑234159 3.1 10/1/20 3.2 Amended and Restated Bylaws 8-K 001‑40511 3.1 1/9/24 4.1 Form of Common Stock Certificate S‑1/A 333‑234159 4.1 2/21/20 10.1 Form of Indemnity Agreement between the Company and its directors and officers S‑1/A 333‑234159 10.2 2/21/20 10.2† 2019 Omnibus Incentive Plan S‑1/A 333‑234159 10.3 10/11/19 10.2(a)† Amendment No. 1 to 2019 Omnibus Incentive Plan S-8 333-266822 99.1(a) 8/12/22 10.2(b)† Form of Stock Option Award Agreement S‑1/A 333‑234159 10.3(a) 10/11/19 10.2(c)† Form of Restricted Stock Award Agreement S‑1/A 333‑234159 10.3(b) 10/11/19 10.2(d)† Form of Restricted Stock Unit Agreement S‑1/A 333‑234159 10.3(c) 10/11/19 10.3 Asset Purchase Agreement dated April 21, 2022 between Moving iMage Technologies, Inc. and QSC, LLC 8‑K 001‑40511 10.1 4/26/22 10.4† CFO Appointment 8‑K 001‑40511 10.1 4/26/23 10.5 Letter Agreement between Moving iMage Technologies, Inc. and The Five Agency dated April 25, 2023 10-Q 001‑40511 10.1 5/15/23 10.6 Convertible Note Purchase Agreement dated June 6, 2023 8-K 001‑40511 10.1 6/12/23 10.7† Mutual Understanding between Moving iMage Technologies, Inc. and Francois Godfrey ✔ 19.1 Insider Trading Policies and Procedures * ✔ 21.1 List of Subsidiaries ✔ 23.1 Consent of Haskell & White LLP ✔ 24 Power of Attorney (included on signature page) ✔ 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934. ✔ 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934. ✔ 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ✔ 101.INS The following financial statements from the Company’s Report on Form 10-K for the year ended June 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Cash Flows, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Balance Sheets, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101). † Indicates a management contract or compensatory plan or arrangement. * Filed herewith 61 Table of Contents SIGNATURES 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. Moving iMage Technologies, Inc. By: /s/ Phil Rafnson Phil Rafnson President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Phil Rafnson and William Greene, jointly and severally, his or her attorney-in-fact, each with the full power of substitution, for such person, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might do or could do in person hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated. Name and Signature Title Date /s/ Phil Rafnson Chief Executive Officer and Chairman of the Board September 26, 2025 Phil Rafnson (Principal Executive Officer) /s/ William Greene Chief Financial Officer September 26, 2025 William Greene (Principal Financial and Accounting Officer) /s/ Katherine D. Crothall, Ph.D. Director September 26, 2025 Katherine D. Crothall, Ph.D. /s/ John C. Stiska Director September 26, 2025 John C. Stiska /s/ Scott Anderson Director September 26, 2025 Scott Anderson 62