What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 202 added, 169 removed, 601 unchanged (38% of the section changed)

11 unchanged sentences

Accounts payable

Promissory Note

Deferred revenue, current

8 unchanged sentences

Convertible Preferred Stock, $ 0.0001 par value;

879,122 shares and 1,561,892 shares authorized, at March 31, 2026 and December 31, 2025, respectively, 577,951 and 1,237,717 shares issued and outstanding as of March 31, 2025 and December 31, 2025, respectively

1,246,063 shares and 1,561,892 shares authorized, at June 30, 2026 and December 31, 2025, respectively, 821,796 and 1,237,717 shares issued and outstanding as of June 30, 2025 and December 31, 2025, respectively

Stockholders’ deficit

Series preferred stock, $ 0.0001 par value;

149,120,878 shares and 148,438,108 shares authorized, at March 31, 2026 and December 31, 2025, respectively, 14,829,942 and 17,494,820 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

148,438,108 shares and 148,438,108 shares authorized, at June 30, 2026 and December 31, 2025, respectively, 14,651,864 and 17,494,820 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Common stock, $ 0.0001 par value;

250,000,000 and 250,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively;

21,074,608 and 13,896,400 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

250,000,000 and 250,000,000 shares authorized at June 30, 2026 and December 31, 2025, respectively;

29,973,178 and 13,896,400 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid in capital

6 unchanged sentences

dollars in thousands, except per share and share amounts)

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Cost of revenues

14 unchanged sentences

dollars in thousands)

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

Foreign currency translation adjustments, net of tax

2 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

dollars in thousands, except share amounts)

dollars in thousands)

Income (Loss)

Stockholders’ Deficit

11 unchanged sentences

Issuance of common shares for service

of common shares related to direct listing

Issuance of common shares related to direct listing

Exercise of Common Warrants to Common Stock

14 unchanged sentences

$ ( 146,076 )

Balance as of January 1, 2025

Stock based compensation related to options granted to employees and non-employees

Issuance of common shares for service

Issuance of Common Stock under Equity Line of Credit - net of issuance costs

Exercise of Common Warrants to Common Stock

Exercise of Series D Common Warrants into Common Stock - net of issuance costs

Conversion of promissory notes into Series G convertible preferred stock- net of issuance costs

Redemption of Series G convertible preferred stock

Conversion of B-3 Preferred Stock into Common Stock

Cash Dividend

Foreign currency translation adjustments, net of tax

Balance as of June 30, 2026

$ ( 150,979 )

Balance as of January 1, 2025

$ ( 128,070 )

3 unchanged sentences

Foreign currency translation adjustments, net of tax

Net income (loss)

Balance as of March 31, 2025

1 unchanged sentence

$ ( 130,232 )

Stock based compensation related to options granted to employees and non-employees

Issuance of common shares

Issuance of Series CF preferred stock

Issuance of Series C convertible preferred stock- net of issuance costs

Issuance of Series F preferred stock

Foreign currency translation adjustments, net of tax

Balance as of June 30, 2025

$ ( 133,267 )

)Represents less than $1

accompanying footnotes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

dollars in thousands)

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

Common stock issued for legal and other services

Interest related to Convertible Promissory Notes and Loan Facility

Loss on Conversion of Debt

Changes in operating assets and liabilities:

12 unchanged sentences

Issuance of Series CF-1 Preferred Stock fundraising fees

Issuance of Series C preferred stock

Issuance of Series C preferred stock fundraising fees

Issuance of Series D convertible preferred stock

1 unchanged sentence

Issuance of Promissory Note

of Promissory Note

Payment of Promissory Note

Issuance of Common Stock under Equity Line of Credit

Issuance of Common Stock under Equity Line of Credit - issuance costs

Exercise of Series C Common Warrants

2 unchanged sentences

Exercise of Series D Common Warrants - issuance costs

of Common Stock Warrants

Listing Costs

Exercise of Common Stock Warrants

Direct Listing Costs

Redemption of Series G convertible preferred stock

Net cash flows provided by financing activities

7 unchanged sentences

Common Stock Dividend

payable associated with equity financing and unpaid dividends

stock issued in connection with a direct listing

Accounts payable associated with equity financing and unpaid dividends

Common stock issued in connection with a direct listing

Conversion of Preferred Stock into Common Stock

Conversion of Convertible Notes into convertible preferred stock

Debt Repayment with Stock

accompanying footnotes are an integral part of these condensed consolidated financial statements.

18 unchanged sentences

However, the Company has incurred recurring losses and

negative operating cash flows, and its current liabilities exceed its current assets as of March 31, 2026.

negative operating cash flows, and its current liabilities exceed its current assets as of June 30, 2026.

These conditions raise substantial

8 unchanged sentences

include any adjustments that may be necessary if the Company is unable to continue as a going concern.

Reclassification

prior period amounts in the statements of operations have been reclassified to conform to the current period presentation.

Such reclassifications

relate to floor plan interest and commissions.

reclassifications had no impact on previously reported total assets, total liabilities, net loss or accumulated deficit in the previously

reported consolidated financial statements for the six months ended June 30,2025.

Accounting Policies

39 unchanged sentences

of Disaggregation of Revenue

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

SaaS revenue recognized over time

3 unchanged sentences

The following table shows the changes

in deferred revenue during the three months ended March 31, 2026, and 2025 respectively (in thousands):

in deferred revenue during the six months ended June 30, 2026, and 2025 respectively (in thousands):

of Deferred Revenue

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

June 30, 2026

June 30, 2025

Six Months Ended

June 30, 2026

June 30, 2025

Balance at beginning of period

2 unchanged sentences

Balance at end of period

recognized during the three months ended March 31, 2026 that was included in deferred revenue as of December 31, 2025 was $ 299 .

recognized during the three months ended March 31, 2025 that was included in deferred revenue as of December 31, 2024 was $ 260 .

recognized during the six months ended June 30, 2026 that was included in deferred revenue as of December 31, 2025 was $ 476 .

recognized during the six months ended June 30, 2025 that was included in deferred revenue as of December 31, 2024 was $ 587 .

allocated to remaining performance obligations that are unsatisfied (or partially unsatisfied), which includes deferred revenue and amounts

29 unchanged sentences

Schedule of Revenue by Geographic Area

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

United States

11 unchanged sentences

of Earnings Per Share Basic and Diluted

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

(in thousands, except per share data)

14 unchanged sentences

expenses and other current assets consisted of the following (in thousands):

of Prepaid Expenses and Other Current Assets Schedule

of Prepaid Expenses and Other Current Assets

11 unchanged sentences

Total property and equipment, net

expenses for the three months ended March 31, 2026 and 2025 amounted to $ 10 and $ 12 , respectively.

expenses for the three months ended June 30, 2026 and 2025 amounted to $ 11 and $ 13 , respectively.

Depreciation expenses for the six months

ended June 30, 2026 and 2025 amounted to $ 21 and $ 25 , respectively.

and other current liabilities was composed of the following (in thousands):

49 unchanged sentences

payable on the 25th month.

total interest expenses and accrued interest for the three months ended March 31, 2026 were $ 226 and $ 610 , respectively, and as for three

months ended March 31, 2025, were $ 350 and $ 3,158 , respectively.

total interest expenses for the three and six months ended June 30, 2026 were $ 226 and $ 456 , respectively, and for the three and six

months ended June 30, 2025, were $ 350 and $ 704 , respectively.

Accrued interest on June 30 2026 and 2025, were $ 839 and $ 3,512 , respectively.

Any unpaid interest was accrued as part of the loan.

7 unchanged sentences

the overdue amount .

total interest expenses and accrued interest for the three months ended March 31, 2026 were $ 21 and $ 0 , respectively.

May 5, 2026, the Company issued an additional Promissory Note in the principal amount of $ 1,000,000 .

The Promissory Note bears interest

at a rate of 10 % per annum and matures on November 5, 2026 .

The terms of the Promissory Note are identical to those of the Company’s

previously issued Promissory Note dated March 1, 2026, including the requirement that the Company apply 25% of the net proceeds from

any future offerings or issuances of the Company’s securities toward repayment of the Promissory Note until paid in full .

June 11, 2026, the Company entered into an Exchange Agreement with the holder of the March 1, 2026 and May 5, 2026 Promissory Notes.

Under the Exchange Agreement, the holder exchanged all outstanding principal and accrued but unpaid interest under the promissory notes,

with an aggregate value of approximately $ 3.3 million, for an aggregate of 336,941 shares of the Company’s Series G Convertible

Preferred Stock, consisting of 254,687 shares issued in exchange for the March 1, 2026 Promissory Note and 112,254 shares issued in exchange

for the May 5, 2026 Promissory Note.

Following the exchange, the promissory notes were cancelled and deemed paid in full.

to the terms of the Exchange Agreement, the Company is required to use 25 % of the net proceeds from future offerings or issuances of

the Company’s securities to redeem the outstanding shares of Series G Convertible Preferred Stock until such shares are redeemed

During June 2026, the Company redeemed 123,096 shares of Series G Convertible Preferred Stock for aggregate cash consideration

of approximately $ 1.2 million, using proceeds received from the Company’s securities offerings.

total interest expenses for the three and six months ended June 30, 2026 were $ 55 and $ 76 , respectively.

7 – Related Party

8 unchanged sentences

Applicable Federal Rate.

the three months ended March 31, 2026 and 2025, the Company repaid $ 555 and $ 350 , respectively, of the outstanding balance under the

Revolving Promissory Note.

As of March 31, 2026 and December 31, 2025, the outstanding balance under the Revolving Promissory Note was

$ 212 and $ 765 , respectively.

total interest expenses recorded in the three months ended March 31, 2026 and 2025 were $ 2 and $ 18 , respectively.

the six months ended June 30, 2026 and 2025, the Company repaid $ 765 and $ 319 , respectively, of the outstanding balance under the Revolving

Promissory Note.

As of June 30, 2026 and December 31, 2025, the outstanding balance under the Revolving Promissory Note was $ 0 and $ 765 ,

respectively.

total interest expenses recorded in the three months ended June 30, 2026 and 2025 were $ 0 and $ 14 , respectively.

The total interest expenses

recorded in the six months ended June 30, 2026 and 2025 were $ 2 and $ 30 , respectively.

8 – Preferred Stock and Common Stock

9 unchanged sentences

of stock capital

stock capital of the Company as of March 31, 2026 and December 31, 2025 is comprised of stock of $ 0.0001 par value each, as follows:

stock capital of the Company as of June 30, 2026 and December 31, 2025 is comprised of stock of $ 0.0001 par value each, as follows:

Schedule of Composition of

Stock Capital

March 31, 2026

June 30, 2026

December 31, 2025

16 unchanged sentences

Stock, Series CF-1 Preferred Stock, Series CF-2 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred

Stock and Series F Preferred Stock.

Series C Preferred Stock and the Series D Preferred Stock are not mandatorily redeemable;

however, they are contingently redeemable upon

the occurrence of certain events that are not solely within the control of the Company.

Accordingly, they are classified as temporary

equity (mezzanine equity) in the Company’s consolidated balance sheets.

Stock, Series F Preferred Stock and Series G Preferred Stock.

Series C Preferred Stock, Series D Preferred Stock and the Series G Preferred Stock are not mandatorily redeemable;

however, they are

contingently redeemable upon the occurrence of certain events that are not solely within the control of the Company.

Accordingly, they

are classified as temporary equity (mezzanine equity) in the Company’s consolidated balance sheets.

issued and outstanding shares of the Series CF-1 Preferred Stock, Series CF-2 Preferred Stock and Series E Preferred Stock were converted

into shares of the Company’s common stock.

As a result, no shares of such series remained issued or outstanding as of March 31,

As a result, no shares of such series remained issued or outstanding as of June 30,

2026, and the Company withdrew the related Certificates of Designation.

66 unchanged sentences

be treated as if all shares of Series F Preferred Stock had been converted to Common Stock immediately prior to the distribution.

the three months ended March 31, 2026, the Company recorded total dividends of $ 136 .

As of March 31, 2026, accrued dividends payable

of Preferred Stock and Warrants

G Preferred Stock

holders of Series G Preferred Stock shall have no voting rights, except as required by law and as expressly provided in the certificate

of designation.

of Series G Preferred Stock have a stated value of $ 10.00 per shares and are convertible to the common stock at a price of $ 2.0265 per

share of common stock.

Conversions of Series G Preferred Stock are limited such that no conversion will be allowed to the extent that,

immediately following the conversion, the holder, its affiliates or any other person acting as a group, would beneficially own in excess

of 9.99% of the Company’s issued and outstanding common stock.

holders of Series G Preferred Stock are entitled to a non-participating liquidation preference.

In the event of any liquidation, dissolution

or winding up of the Company, assets or proceeds shall be distributed to the holders of Series G Preferred Stock first who shall be paid

before any payment is paid to the remaining stockholders, of an amount per share equal to the greater of (i) 200% of stated value (as

defined therein) or (ii) the amount the holder would receive if such holder converted such Series G Preferred Stock into Common Stock

immediately prior to the date of such payment.

the three and six months ended June 30, 2026, the Company recorded total dividends of $ 131 and $ 267 , respectively.

As of June 30, 2026,

accrued dividends payable were $ 325 .

of Common Stock, Preferred Stock and Warrants

June 2025, the Company designated a new class of Series F Preferred Stock consisting of 10,000 authorized shares (the “Series F

19 unchanged sentences

warrants have an expiration date of sixteen (16) months, and 2,000,000 warrants have an expiration date of two (2) years from the issuance

What changed 10-Q

Item 1. Financial Statements