MOVING iMAGE TECHNOLOGIES INC. 10-K/A

ITEM 1. BUSINESS Corporate Overview The Company was incorporated in June 2020 initially named MiT Acquisition Corporation, which was changed to Moving iMage Technologies, Inc. in September 2020. In connection with our initial public offering, in July 2021, the holders of Moving iMage Technologies, LLC exchanged their interests for shares of the Company resulting in Moving iMage Technologies, LLC to become the Company’s wholly owned subsidiary. Moving iMage Technologies, LLC, commenced operations in September 2003, and its wholly owned subsidiary, MiT Acquisition Co., LLC, acquired all of the assets of Caddy Products in July 2019. The Company’s annual reports on Form 10‑K, quarterly reports on Form 10‑Q and current reports on Form 8‑K, and amendments thereto, are filed electronically with the Securities and Exchange Commission (“SEC”). The SEC maintains an internet site that contains these reports at: www.sec.gov. You can also access these reports through links from our website at: www.movingimagetech.com. The Company includes the website link solely as a textual reference. The information contained on our website is not incorporated by reference into this Annual Report. Copies of these reports are also available, without charge, by contacting Moving iMage Technologies, Inc. located at 17760 Newhope Street, Fountain Valley, CA 92708. Our telephone number is (714) 751‑7998. 2 Table of Contents Description of Business We are a key provider of technology, products, and services to movie theater operators and sports and entertainment venues. 1) We provide a set of valuable services to movie theater operators and other critical screening and viewing rooms. These services include overall project management, which can encompass a wide range of design, integration, installation, and procurement services for new auditorium builds, refurbishments, or upgrades to existing facilities. 2) We design and manufacture a set of proprietary products that are sold either as part of our project management services or a la carte. Examples of these products include our ADA-compliant accessibility products and other products sold into our strategic markets of motion picture exhibition, entertainment, and sports venues as well as other non-strategic markets. We also resell third-party technologies, including but not limited to items such as screens, projectors, and servers. 3) We resell third-party products as part of our project management services or a la carte. These include technology products such as screens, projectors, servers, and FF&E (furniture, fixtures, and equipment). 4) Finally, we have a set of recently introduced products that we believe have the potential to be disruptive to the movie theater, entertainment and sports venue industries. For example, our operations enhancement and theater management solution include a software-as-a-service (SaaS) platform combined with other technologies that allow theater operators to improve their quality control. We have also developed a translator product and service that will enable moviegoers to watch a movie in any language that the film is available in, all in the same auditorium through a set of augmented reality glasses. Another example is a proprietary mobile cart we’ve developed to enable eSports and gaming in movie-theater auditoriums. Industry and Revenue Drivers Our Industry Trends In 2024 , movie release revenues decreased slightly to $8.6 billion down from $9 billion in 2023 due to steady post- pandemic movie releases as well as the end of the SAG/AFTRA strikes in November 2023. New movie production and related releases did not rebound until the summer of 2023. Convenient and Affordable Form of Out-Of-Home Entertainment . Movie-going continues to be one of the most affordable forms of out-of-home entertainment, with an estimated average ticket price in the U.S. of $11.75 in 2024 . Movie theaters continue to draw more people than all theme parks and major U.S. sports combined according to the Motion Picture Association of America. Increased Importance and Growth of International Markets . According to Gower Street Analytics, 2025 Global box office revenues were about $30 billion in 2024. The U.S./Canada market contributed approximately $8.8 billion. The international market accounted for the remaining $21.2 billion, or roughly 70% of the worldwide total. Introduction of New Platforms and Product Offerings that Enhance the Movie-Going Experience . The motion picture exhibition industry continues to develop new movie theater platforms and concepts to respond to varying and changing consumer preferences. In addition to changing the overall style of, and amenities offered in, some theaters, concession product offerings have continued to expand beyond more than just traditional popcorn and candy items. Many locations now offer a full dining and entertainment experience that includes appetizers, entrees, desserts, alcohol beverages and/or healthier snack options for guests. In addition, luxury seats are offered in many locations, further enhancing the movie viewing experience. New technologies like motion seats, immersive sound and virtual reality are also offered for in-theater enjoyment at some locations. 3 Table of Contents New Theater Construction . According to the National Association of Theatre Owners, the number of U.S. movie screens declined from 39,000 in 2025 from 44,000 in 2024 due the lingering impacts of COVID and the SAG/AFTRA strikes. While the strikes ended in November 2023, movie production and related movie releases did not rebound until the summer of 2024. Existing Theaters  —  Upgrades and Refurbishing . Upgrade and refurbishing opportunities consist of four segments: Seating, equipment and operations upgrades. Movie theaters have a long history of offering amenities to lure people out of their homes and into the cinemas. Demand for our FF&E services and product offerings are driven in part by exhibitors investing in innovation. There is demand for our FF&E and product offerings for refurbishing and upgrading locations with recliner seats, immersive audio and operations enhancements. Projection replacements and upgrades . According to the Motion Picture Association of America, at the end of 2024 there were 40,000 cinema screens in the United States and approxima tely 203,000 e lsewhere around the globe, and 96% of the world’s cinema screens are digitized; the conversion to digital cinema began in 2006. Laser projection continues to replace lamp-based systems across global exhibition. Industry sources indicate that as of 2024, roughly the low-teens percentage of cinema screens worldwide were laser-equipped, with lamps representing less than one-fifth of new projector sales. Multiple large circuits have announced estate-wide laser upgrades in recent years. In North America, major exhibitors have also committed significant multi-year capex programs that include laser projection deployments. Laser projectors. These projectors are a significant upgrade over existing lamp-based digital projectors, offering a wider color gamut, which provides substantially more vivid colors, plus substantially brighter images. We believe that 3D movies have largely fallen out of favor in the U.S. largely because of dim images, but the higher brightness of lasers, especially RGB laser projectors, makes 3D images bright and alive, giving 3D movies a welcome boost, especially overseas where 3D remains very popular. While lasers are quite a bit more expensive, they last as much as 20 times longer than lamps, paying for themselves in lamp cost savings. By eliminating the lamp, there are significant power savings and less maintenance costs. Approximately 99% of the new projectors we sell have laser light sources. Caddy Product. Live viewing of sports has recovered to pre-pandemic levels with stadiums and arenas selling out regularly. However, new builds, upgrades, and refurbishments of new stadiums and arenas have not recovered as quickly as the movie theater industry. Products, Enterprise Software Solutions and Technical Services Products We offer a wide range of premium audio-video brands that compliment MiT in-house designed, manufactured and assembled products and sub-systems, and accessories which, when coupled with the cinema projectors, servers, and audio systems that include signal processing, amplifiers and loudspeaker systems to complete fully automated cinema experiences to cinema chains, studios, post production facilities and ultra-high-end home cinemas. MiT’s manufactured offerings include green energy LED-lighting for cinemas, performance and meeting spaces with MiT’s dimmer and power management products. Additionally, MiT unites the product offerings with best-in-class operational solutions, including enterprise software for equipment monitoring and control. We offer the cinematic exhibition industry a single source for design, procurement, integration, logistics, project management and installation single screens to multinational rollouts. Projectors and Media Servers  — MiT has distribution and Master Reseller agreements for the Americas with world class manufacturers Sharp-NEC, Barco, Dolby, GDC and Christie. We provide a complete range of DCI compliant cinema projectors and media servers to accommodate any screen size or application. The afore-mentioned brands are the largest manufacturers of high-end DCI compliant digital cinema projectors and media servers in the world. All manufacturers provide MiT with an accommodation to resell and distribute in defined projects in other areas of the world. MiT in-house designed, manufactured and assembled sub-systems – MiT designs and manufactures automation, pedestal, projection pod (for booth less operations), and power management systems. These mission critical components tie projectors, media servers, lighting and sound systems together to ensure a robust cinematic experience. 4 Table of Contents Audio Systems  — MiT has distribution and Master Reseller agreements for the Americas with world class manufacturers of signal processing, amplification and loudspeakers by Dolby, QSC, Samsung (Harman, JBL, Crown), Trinnov, LEA Professional, Krixx and Meyer Sound. This wide-ranging selection allows MiT to offer premium sound systems to complete the immersive movie-going experience. We integrate these components along with our in-house energy efficient solutions to improve onsite installation time, reliability and operational performance. “Green energy efficient ” Products, Lighting Fixtures and Dimmers  — We offer a series of in-house designed and assembled lighting products and dimmers designed to reduce energy consumption in cinemas, theaters, and performance venues. LED-based lighting has rapidly become an important aspect of MiT’s product line, offering advantages in efficiency and reduced maintenance, which translate into lower operating costs. We believe our green initiative Architectural LED Fixture (ALF) is the first LED-based 8” downlight luminaire and companion MiT’s M-Series lighting dimmers are specifically designed for commercial cinemas, screening rooms, postproduction facilities, museums, performance venues and meeting spaces. In addition to our LED and dimmer products, MiT offers a number of other “green” products designed for energy efficiency. We offer the DCE-10/20 Demand Controlled Ventilation system which automatically shuts down exhaust fans when not needed. This closed-loop controller is designed to efficiently control projector exhaust, on demand, by managing airflow to prevent the wasting of HVAC conditioned air. MiT’s IS-20 & IS-20d Power Managers power audio and video systems up and down on a controlled schedule, offering savings on wasteful energy consumption during system idle time. This suite of products supports MiT’s green initiatives with an emphasis on energy savings, reliability and value. Enterprise and Operations Software Solutions CineQC — Cinema Quality Control Platform CineQC is MiT’s quality assurance and remote access software designed to support cinema operations. The system provides monitoring and control functions that allow operators to oversee and adjust auditorium conditions, such as lights, volume, masking, air conditioning, projection, and audio settings. These functions are available in real time, enabling theaters to identify and address operational issues efficiently and maintain consistent service standards. In addition, CineQC provides reporting functions for both real-time and after-action reviews, supporting management oversight of auditorium checks and overall facility performance. The system is intended to (i) assist in resolving routine auditorium issues (e.g., volume, lighting, or air conditioning adjustments), (ii) facilitate task redistribution to improve staff efficiency, (iii) enable cost-saving measures, such as reducing projector lamp usage when auditoriums are unoccupied, and (iv) provide management with visibility into whether operational checks are being completed. While CineQC is part of our ongoing efforts to maintain operational quality and efficiency in cinema environments, we view it as a platform that positions us to respond as the exhibition industry evolves. We are monitoring market adoption trends and operational changes across the sector and believe CineQC provides the flexibility to align with these developments. The pace and scale of any broader deployment will depend on customer acceptance and industry dynamics, which remain subject to change. Technical Services Newly deployed technology across the board requires up to date specification, training, service, and consulting to maintain mission critical equipment. We offer a suite of pre and post deployment services from on-site repair and warranty service to proactive remote monitoring of networked equipment. Project Management, System Design and FF&E  — We offer a wide range of technical, design and consulting services such as custom engineering, audio visual integration, systems design, and installation, as well as software solutions. To compliment the aforementioned services MiT provides turnkey Project Management & Furniture Fixture & Equipment (FF&E) services to commercial cinema exhibitors for new construction and remodels, including design, consulting, and procurement of seats, screen systems, lighting, acoustical treatments, screens, projection and sound equipment for upgrades and new professional cinema, screening room, postproduction facilities and ultra-high-end cinema builds. Our Project Management includes consulting with architects through final fixturing and calibration. Our staff of mechanical and electrical engineers work closely with end users as well as OEM manufacturers and can participate in every phase of the process from conceptual design and development to production on most any scale. MiT personnel have designed, specified and installed thousands of commercial cinemas, postproduction, screening and high-end residential rooms and have been involved in the digital cinema conversion rollouts of clients such as AMC, Cinemark, Cinepolis, Cinemex, Reading, Metropolitan, Hollywood, Regal, Syufy, Harkins, and other smaller circuits. 5 Table of Contents New Business Initiatives We continue to explore new lines of business complementary with our core business, focusing on entertainment technologies and related products and services. MiTra nslator — Beginning in 2016, the Americans with Disabilities Act (ADA) required theaters to have provisions for seeing- and hearing-impaired patrons. In 2022, we acquired the ADA compliance product line from QSC, giving MiT ownership of the leading and easiest-to-operate products for theater ADA compliance. Since that acquisition, we have continued to see steady growth in this category as exhibitors adopt our solutions for accessibility. In parallel, we are actively gauging market demand between two important factors: (i) affordable ADA-compliant solutions that meet theaters’ baseline compliance requirements, and (ii) enhanced systems that expand access through multi-language capabilities. In partnership with Hana Media, we continue to productize and market the MiTranslator system, combining ADA compliance with multi-language functionality. While U.S. cinemas remain obligated under ADA regulations to provide accessibility devices, we recognize that many cinemas and patrons increasingly prefer the convenience of using their own personal devices. MiTranslator’s development path is to address both needs by offering a mobile application for a user’s personal device, while also supporting AR (Augmented Reality) glasses when required. This flexibility enables captions in any language to be displayed through either option, allowing non-native English-speaking patrons as well as those requiring accessibility features to enjoy the cinematic experience more fully. Sign language support will also be supported within the same platform. We believe this product category positions MiT to serve both the immediate compliance needs of cinemas and the broader objective of expanding access to underserved audiences, supporting both exhibitors and patrons as the market evolves. Direct View LED screens . MiT is the only company that has installed and commissioned the three leading DCI Directview LED cinema systems (“Samsung ONYX Cinema”, “LG DVLED Cinema” & “SONY Crystal LED”). Additionally, MiT utilizing our in-house design fabrication and manufacturing has designed and installed custom DirectView LED Screen frames for two of those installations. We believe that Direct View LED is disruptive to the current front projection paradigm and offers several benefits to exhibitors and filmmakers which we believe will drive demand for these systems in the years to come. While LED displays have been around for years (e.g., the giant displays in virtually every sports arena), the constant miniaturization of this technology has now made cinema exhibitions possible. Direct View LED screens utilize a technology that is an alternative to the century-old streaming of projector light thrown onto screens; the LED screen is more akin to a giant television screen, and its use renders the projection booth and mezzanine unnecessary reducing construction costs. These emissive displays can deliver dramatically improved contrast for a dynamic image range substantially in excess of projection capabilities. Also, LED is ideal for displaying High Dynamic Range (HDR) which we believe is the main video aesthetic enhancement used to boost audience experience in cinemas. Since the LED consumes no power when they are switched off to ‘illuminate’ black, this saves electricity versus the always-on energy of laser projection or xenon lamps. LED panels can also last up to 100,000 hours or 15 years, whereas projectors have a lifespan of barely half that. We will continue to evaluate our targeted acquisition strategy based on several factors, including profitability, enhancement of the overall customer experience, pricing models, throughput, types of content featured and differences in geographic areas. Sales and Marketing We market and sell directly to theater exhibitors, and through certain domestic and international value-added resellers. We have developed ongoing customer relationships with a large portion of the theater owners in the United States and a number of the major theater owners internationally. Our sales and marketing staff principally develop business by maintaining regular personal contact with our established customer relationships, including conducting site visits. In our sales and marketing efforts, we emphasize our value proposition of providing the broadest range of products and services delivered by our experienced technical service teams, which provides a significant resource to our clients in managing the complexities of digital technology in the cinema exhibition industry. Our sales and marketing professionals have extensive experience with our product and service offerings and have long-term relationships throughout the industry. 6 Table of Contents Our top ten customers accounted for approximatel y 44% and 45% of net revenues for the years ended June 30, 2025 and 2024 , respectively. Trade accounts receivable from these customers represented approximate ly 41% and 62% of net receivables at June 30, 2025 and 2024 , respectively. No customer accounted for more tha n 10% of the Company’s revenue for the years ended June 30, 2025 and 2024 . While we believe our relationships with such customers are stable, most arrangements are made by purchase order and are terminable at will by either party. We could also be adversely affected by such factors as changes in foreign currency rates and weak economic and political conditions in each of the countries in which we sell our products. Manufacturing and Assembly The Company has 21,000 square feet of office, warehouse and in-house manufacturing/assembly space in Southern California, which is home to our corporate offices, engineering, distribution, integration as well as service and support divisions. A global network of service partners and OEM manufacturers augments our primary location. We develop, manufacture, design and assemble the key elements of the theatrical systems we offer. Proprietary components are either manufactured in house or provided under original equipment manufacturers agreements with outside vendors. These proprietary parts include custom pedestals, enclosures, racks and specialized lighting and control equipment. Fabrication of most other parts and sub-assemblies is subcontracted to a group of third-party suppliers. We believe our significant suppliers will continue to supply quality products in quantities sufficient to satisfy our needs. We inspect all parts and sub-assemblies, complete the final assembly and then subject the system to comprehensive testing individually prior to shipment. We believe that our quality control procedures and the quality standards for the products we distribute, or service have contributed significantly to our reputation for high performance and reliability. The inspection of incoming materials and components as well as the testing of all of our products during various stages of the sales and service cycle are key elements of this program. Trademarks We own or otherwise have rights to various trademarks and trade names used in conjunction with the sale of our products. We believe our success will not be dependent upon trademark protection, but rather upon our engineering capabilities and research and production techniques. Backlog Our sales backlog at June 30, 2025 was approximately $7.52 million, which represents orders currently planned for April 30, 2026 shipment. Backlog at June 30, 2024 was $5.93 million. All open orders at June 30, 2024 were fulfilled in the year ended June 30, 2025 . Sales backlog typically represents the fixed contracted revenue undersigned theater system installation or upgrade agreements that we believe will be recognized as revenue upon installation/upgrade and acceptance of the associated theater. The dollar value fluctuates depending on the number of new and upgraded theater system arrangements signed from year to year, which adds to backlog and the installation and acceptance of theater systems and the settlement of contracts, both of which reduce backlog. Sales backlog includes initial fees along with the estimated value of contractual ongoing fees due over the term; however, it excludes amounts allocated to maintenance and extended warranty revenues as well as fees (contingent fees) in excess of contractual ongoing fees that may be received in the future. We believe that the contractual obligations for theater system installations that are listed in the sales backlog are valid and binding commitments. From time to time, in the normal course of its business, we will have customers who are unable to proceed with a theater system installation or upgrade for a variety of reasons, including the inability to obtain certain consents, approvals or financing. Once the determination is made that the customer will not proceed with installation or upgrade, the agreement with the customer is terminated or amended. If the agreement is terminated, once the Company and the customer are released from all their future obligations under the agreement, all or a portion of the initial fees that the customer previously made to us are recognized as revenue. 7 Table of Contents Competition The markets for our products are highly competitive. The primary competitive factors are price, product quality, features and customer support. We compete with a few large, and many small, cinema equipment dealers. Regulation We are subject to complex laws, rules and regulations affecting our domestic and international operations relating to, for example, environmental, safety and health requirements; exports and imports; bribery and corruption; tax; data privacy; labor and employment; competition; and intellectual property ownership and infringement. Compliance with these laws, rules and regulations may be onerous and expensive, and if we fail to comply or if we become subject to enforcement activity, our ability to manufacture our products and operate our business could be restricted and we could be subject to fines, penalties or other legal liability. Furthermore, should these laws, rules and regulations be amended or expanded, or new ones enacted, we could incur materially greater compliance costs or restrictions on our ability to manufacture our products and operate our business. Some of these complex laws, rules and regulations — for example, those related to environmental, safety and health requirements — may particularly affect us in the jurisdictions in which we manufacture products, especially if such laws and regulations require the use of abatement equipment beyond what we currently employ, require the addition or elimination of a material or process to or from our current manufacturing processes, or impose costs, fees or reporting requirements on the direct or indirect use of energy, or of materials or gases used or emitted into the environment, in connection with the manufacture of our products. There can be no assurance that in all instances a substitute for a prohibited raw material or process would be available or be available at reasonable cost. Employees We employe d 25 full-time equivalent personnel as of June 30, 2025 . We are not a party to any collective bargaining agreement.