What changed in this filing

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Item 1A. Risk Factors

2026-06-26 compared with 2025-06-27 · 49 added, 43 removed, 333 unchanged (22% of the section changed)

5 unchanged sentences

The Company relies on a small number of key customers for the majority of its business, and the loss or significant reduction in business with any of these key customers would materially and adversely affect the Company ’ s revenues and earnings.

Certain customers have historically made up a significant percentage of the Company’s product sales and net revenues.

A small number of key customers have historically made up a significant percentage of the Company’s product sales and net revenues.

For fiscal 2026 , Amazon and Fred Meyer accounted for approximately 42% and 13%, respectively, of the Company’s net revenues.

For fiscal 2025 , Amazon and Walmart accounted for approximately 39% and 31%, respectively, of the Company’s net revenues.

For fiscal 2024, Walmart, Amazon and Fred Meyer accounted for approximately 53%, 20% and 10%, respectively, of the Company’s net revenues.

No other customer accounted for more than 10% of the Company’s net revenues during these periods.

All customer purchases are made through individual purchase orders and the Company does not have any long-term supply contracts with its customers.

No other customer accounted for more than 10% of the Company’s net revenues during either period.

Although the Company has long-standing relationships with its major customers, all customer purchases are made through individual purchase orders and the Company does not have any long-term supply contracts with its customers.

Accordingly, sales from customers that have accounted for a significant portion of the Company’s net product sales and net revenues in past periods, individually or as a group, may not continue in future periods, or if continued, may not reach or exceed historical levels in any period, which has happened in the past and could happen in the future.

4 unchanged sentences

For the twelve months ended March 31, 2026 , the Company’s gross product sales were comprised principally of two product types within two categories — housewares products and audio products.

Microwave ovens, which product type is within the housewares category, generated approximately 51% of the Company’s gross product sales.

Microwave ovens, which product type is within the housewares category, generated approximately 69% of the Company’s gross product sales during fiscal 2026.

Audio products generated approximately 25% of the Company’s gross product sales during fiscal 2026 .

11 unchanged sentences

Some of these third party representatives sell, with the Company’s permission, competitive products of third parties as well as the Company’s products.

During fiscal 2025 and fiscal 2024, these organizations were responsible for approximately 52% and 40%, respectively, of the Company’s net revenues.

In addition, in fiscal 2025 one of these representative organizations was responsible for approximately 38% and another was responsible for approximately 10% of the Company’s net revenues.

In fiscal 2024 one of these representative organizations was responsible for approximately 30% of the Company’s net revenues.

During fiscal 2026 and fiscal 2025 , these third party representative organizations were responsible for approximately 82% and 52%, respectively, of the Company’s net revenues.

In addition, in fiscal 2026 one of these third party sales representative organizations was responsible for approximately 43% and another was responsible for approximately 25% of the Company’s net revenues.

In fiscal 2025 one of these third party sales representative organizations was responsible for approximately 38% and another was responsible for approximately 10% of the Company’s net revenues.

No other representative was responsible for greater than 10% of the Company's net revenues in either fiscal 2026 or fiscal 2025 .

If any of the Company’s third party sales representative organizations engaged by the Company, especially the Company’s largest, fails to adequately promote, market and sell its products, the Company’s revenues could be significan tly decreased until a replacement organization or distributor could be retained by the Company, which has happened in the past and could happen in the future.

If any of the Company’s third party sales representative organizations engaged by the Company, especially the Company’s largest, fails to adequately promote, market and sell its products, the Company’s revenues could be significantly decreased until a replacement organization or distributor could be retained by the Company, which has happened in the past and could happen in the future.

The loss or reduction of product sales made through third party sales representative organizations could have a material adverse effect on the Company’s business and results of operations.

4 unchanged sentences

As a result, there is significant competition for retail shelf space.

In addition, the Company’s largest customers, including Walmart and Amazon, use their own private label brands that compete directly with some of the Company’s products.

In addition, the Company’s largest customers, including Amazon, Fred Meyer and Walmart, use their own private label brands that compete directly with some of the Company’s products.

As the retailers in the houseware and consumer electronics industry become more concentrated, competition for sales to these retailers may increase, which could materially reduce the Company's revenues and profitability.

16 unchanged sentences

The Company does not have any long-term or exclusive purchase commitments with any of its suppliers.

In fiscal 2025 and 2024, the Company relied on its 4 largest suppliers to supply approximately 95% of its purchases of products.

In fiscal 2026 and 2025, the Company relied on its four largest suppliers to supply approximately 96% and 95%, respectively, of its purchases of products.

The Company’s failure to maintain existing relationships with its suppliers or to establish new relationships on similar pricing and credit terms in the future could negatively affect the Company’s ability to obtain products in a timely manner.

11 unchanged sentences

If the Company or its suppliers are unable to obtain components from third parties in the quantities and of the quality that the Company requires, on a timely basis and at acceptable prices, the Company may not be able to deliver its products on a timely or cost-effective basis to its customers, which could cause customers to cancel their orders with the Company, reduce the Company’s gross margins and seriously harm its business, results of operations and financial condition.

The Company has also experienced increased transportation costs in the past due to global supply chain challenges, including the cost of ocean freight from China, and could be subject to future increases in transportation costs.

In addition, the Company’s ability to meet customers’ demands depends, in part, on its ability to obtain the timely and adequate shipment of its products.

The Company also continues to experience increased transportation costs due to global supply chain challenges, including the cost of ocean freight from China.

Shipping rates and surcharges are volatile and subject to market fluctuations, and the Company could be subject to future increases in transportation costs which would reduce the Company's margins and adversely affect its profitability.

Given that the Company’s suppliers are based primarily in China, finding suppliers outside of China could result in additional risks, including additional compliance requirements with foreign laws and taxes, obtaining distribution and administrative support and training new personnel.

Any disruption to the Company's supply chain, even for a relatively short period of time, could cause a loss of revenue, which could adversely affect the Company's operating results.

If the Company is unable to deliver products in the required amounts and in a timely fashion, the Company could experience delays or reductions in shipments to its customers, which could materially and adversely affect the Company ’ s revenues and relationships with its customers.

The Company’s ability to provide high quality customer service, process and fulfill orders, and manage inventory depends on the efficient and uninterrupted operation and timely and uninterrupted performance of its suppliers.

The Company’s ability to meet customers' demands, process and fulfill orders, and manage inventory depends on the efficient and uninterrupted operation and timely and uninterrupted performance of its suppliers and shipment of its products.

The Company can provide no assurances that it will not experience operational difficulties with its suppliers, including reductions in the availability of production capacity, errors in complying with product specifications, insufficient quality control, failures to meet production deadlines, increases in manufacturing costs, increased lead times or production shutdowns or production slowdowns due to health pandemics or otherwise, which have in the past and could in the future result in increased costs and decreased efficiency.

With the Company's manufacturers and suppliers located in China, its production lead times are relatively long.

Therefore the Company must commit to production in advance of customers' orders.

If the Company is unable to forecast customer or consumer demand accurately, the Company may encounter difficulties in filling customer orders on a timely basis or in liquidating excess inventories.

If the Company is unable to obtain products from these factories in the required quantities and quality and in a timely fashion, the Company could experience delays or reductions in product shipments to its customers, which could negatively affect the Company’s ability to meet the requirements of its customers, as well as its relationships with its customers, which in turn could materially and adversely affect the Company’s revenues and operating results.

In addition, shipping rates and surcharges are volatile and subject to market fluctuations, and any increases in shipping costs may reduce the Company’s margins and adversely affect its profitability.

All the Company’s suppliers are based in China and as a result the Company is subject to risks associated with international operations and global manufacturing and sourcing including, among others:

8 unchanged sentences

uncertainties involving the costs to transport products;

disruptions in the global transportation network, including port backlogs and availability of shipping containers;

disruptions in the global transportation network, including port and canal backlogs, availability of shipping containers, carrier-imposed capacity restrictions and carrier delays;

unexpected changes in regulatory environments;

60 unchanged sentences

The Company’s net revenue and operating results may vary significantly from year-to-year and quarter-to-quarter as well as in comparison to the corresponding quarter of the preceding year.

Factors that may cause these variations include:

Factors that may cause these variations, all of which are beyond our control, include:

unanticipated changes in market and economic conditions;

periods of uncertain economic conditions, such as inflation, rising interest rates, recessions or economic slowdowns;

the discretionary nature of consumers’ demands and spending patterns;

periods of uncertain economic conditions, such as inflation, higher interest rates, recessions or economic slowdowns;

the discretionary nature of consumers’ demands and spending patterns, including the impacts of energy costs, commodity prices, unemployment rates, higher consumer debt levels, gasoline prices and consumer confidence;

variations in the sales of the Company’s products to its significant customers;

4 unchanged sentences

competition, including competitive price pressures;

political instability, war (including Russia's invasion of Ukraine and the Israel-Hamas war) or other hostilities, acts of terrorism, public health threats or other disasters.

political instability, war (including Russia's invasion of Ukraine, ongoing conflict in the Middle East and the war in Iran) or other hostilities, acts of terrorism, public health threats (such as pandemics and epidemics), or other disasters.

As a result of any of these factors, the Company’s operating results may fluctuate significantly, which may in turn cause its stock price to decline.

49 unchanged sentences

Any of the factors described above may materially and adversely affect the Company’s revenues and/or increase its operating expenses.

Tariffs or other restrictions placed on the Company ’ s products imported into the United States from China, or any related countermeasures taken by China, have had and could continue to have a material adverse effect on the Company ’ s business, profitability and results of operations.

Tariffs and other restrictions placed on the Company ’ s products imported into the United States from China, and related countermeasures taken by China, have had and could continue to have a material adverse effect on the Company ’ s business, profitability and results of operations.

The Company has operations in China and all of the Company’s products are currently manufactured by suppliers in China.

2 unchanged sentences

The Company’s dependency on its overseas suppliers could exacerbate these and other risks, and any tariffs on the categories of products the Company imports to the United States could negatively affect the demand for such products, increase the cost of components, delay production or affect the Company’s ability to compete against competitors who do not manufacture in China or otherwise are not subject to such tariffs.

Effective in September 2018, the United States imposed tariffs of 10% on certain goods imported from China, including categories of products the Company imports from China.

These tariffs were increased to 25% effective in May 2019.

Effective in September 2019 (and as amended by the certain Phase One Economic and Trade Agreement entered into between the United States and China in January 2020), the United States imposed additional tariffs of approximately 7.5% on essentially all remaining goods imported from China.

T he new United States presidential administration has promoted and implemented plans to further raise tariffs and pursue other trade policies intended to restrict imports from nearly all of the United States' current trading partners and, in particular, China.

In May 2025, following a series of tariffs imposed by the United States on imports from China and reciprocal tariffs from China on imports from the United States, the countries agreed on cumulative, bilateral reciprocal tariffs of 10% to take effect on August 12, 2025, pending the outcome of ongoing discussions between the countries.

It has been reported that these negotiations will result in an additional 20% tariff on imports from China, representing an aggregate tariff rate of 55%.

Since 2018, the United States imposed a series of tariffs on certain goods imported from China, including categories of products the Company imports from China.

In turn, China has responded to U.S.

tariffs with its own tariffs, export controls and market restrictions.

In May and October 2025, following a series of tariffs imposed by the United States on imports from China and reciprocal tariffs from China on imports from the United States that dramatically escalated the tariff rate between the two countries, the United States and China agreed on cumulative, bilateral reciprocal tariffs of 10%, pending the outcome of ongoing discussions between the countries.

The ultimate scope of the effects on the Company of these imposed and proposed tariffs is uncertain because of the dynamic nature of governmental actions and responses, as well as possible exemptions for certain products.

In addition, recent legal and policy developments have also increased uncertainty regarding the enforceability, duration, and potential re‑imposition of certain tariffs.

For example, on February 20, 2026, the U.S.

Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA").

Following that decision, the U.S.

administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain exceptions;

however, on May 7, 2026, the U.S.

Court of International Trade ruled that the Section 122 tariffs were not authorized by law, a decision the administration has appealed.

These and similar developments have created significant uncertainty regarding the status of existing and newly announced tariffs;

the future rate, scope, and enforceability of tariffs;

the potential adoption of alternative legislative or executive actions;

and the continued effectiveness of trade arrangements or mitigation actions adopted in response to prior tariffs.

If the currently imposed and proposed tariffs covering the categories of products that the Company imports continue or are increased, and the Company is unable to obtain an exception, it could have a material adverse effect on the Company’s business.

6 unchanged sentences

Our business involves the potential for product recalls, which could affect our revenue and profitability.

The products that we sell are subject to various mandatory and voluntary standards.

As a marketer and distributor of consumer products, we are subject to the Consumer Product Safety Act and the Federal Hazardous Substances Act, which empower the CPSC to seek to exclude from the market those products that are found to be unsafe or hazardous.

The products that we sell are subject to vario us mandatory and voluntary standards.

As a marketer and distributor of consumer products, we are subject to the Consumer Product Safety Act ("CPSC") and the Federal Hazardous Substances Act, which empower the CPSC to seek to exclude from the market those products that are found to be unsafe or hazardous.

In addition, the U.S.

10 unchanged sentences

Although the Company currently maintains product liability insurance in amounts which the Company considers adequate, the Company cannot assure that:

its insurance will provide adequate coverage against potential liabilities;

its insurance will provide adequate coverage, in both scope and amount, against potential liabilities;

adequate product liability insurance will continue to be available in the future;

3 unchanged sentences

Electrical appliances are subject to various mandatory and voluntary standards.

Some jurisdictions require that products be listed by Underwriters’ Laboratories, Inc.

(UL), a not-for-profit organization that sets safety standards for products, or other similar recognized laboratories.

Some jurisdictions require that products be listed by Underwriters’ Laboratories, Inc., a not-for-profit organization that sets safety standards for products, or other similar recognized laboratories.

We endeavor to design our products to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold.

52 unchanged sentences

In addition, tax laws in certain jurisdictions may limit the ability to use net operating loss carryforwards upon a change in control.

At any one time, many tax years may be subject to audit by various taxing jurisdictions.

The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues.

At any one time, many tax years may be subject to audit by the various taxing jurisdictions in which we conduct business.

Unfavorable resolutions to any of these audits and negotiations with taxing authorities could increase the Company's effective tax rate, which could have an adverse effect on the Company's operating results and cash flow.

In addition, the Company’s effective tax rate in a given financial statement period may be materially affected by a variety of factors including but not limited to changes in the mix and level of revenues, varying tax rates in the different jurisdictions in which the Company operates, fluctuations in the valuation allowance, timing of the utilization of net operating loss carryforwards, or by changes to existing accounting rules or regulations.

Further, tax legislation or changes in tax rules and regulations or the interpretations thereof may be enacted in the future which could negatively affect the Company’s current or future tax structure and effective tax ra tes.

For example , the Organization for Economic Co-operation and Development has introduced a framework to implement a global minimum corporate income tax of 15%, referred to as “Pillar Two.” Certain countries in which we operate have enacted legislation to adopt Pillar Two and other countries are considering changes to their tax laws to implement this framework.

For example , the Organisation for Economic Co-operation and Development has introduced a framework to implement a global minimum corporate income tax of 15%, referred to as “Pillar Two.” Certain countries in which we operate have enacted legislation to adopt Pillar Two and other countries are considering changes to their tax laws to implement this framework.

The EU agreed to implement Pillar Two starting in 2024.

3 unchanged sentences

The Company’s common stock, which trades on the NYSE American, has experienced, and may experience in the future, significant price and volume fluctuations, which could adversely affect the market price of the Company’s common stock.

For example, the Company believes that recent volatility in the market price of the Company’s common stock reflects market and trading dynamics unrelated to the Company’s underlying business or macro or industry fundamentals.

These fluctuations have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums.

The Company may continue to incur rapid and substantial increases or decreases in its stock price that may not coincide in timing with the disclosure of news or developments by or affecting the Company.

Accordingly, the market price of the Company’s common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in the Company’s business.

Any such increases or decreases in the market price of the Company's common stock may not coincide in timing with the disclosure of news or developments by or affecting the Company’s business.

The market price of the Company’s common stock may also fluctuate significantly in response to various factors and events, including:

4 unchanged sentences

changes in market valuations of similar companies;

the increase in the number of individual holders of the Company’s common stock and their participation in social media platforms targeted at speculative investing;

the level of the Company’s stock repurchase activity;

concentration of holdings of the Company’s common stock;

35 unchanged sentences

This forum selection clause in the Company’s bylaws does not apply to suits brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts of the United States of America have exclusive jurisdiction.

The bylaws further provide, that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

In addition, the bylaws provide that any person or entity holding, owning or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to these provisions.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors