9 unchanged sentences
and equipment, net
−Removed: non-current assets
−Removed: and Shareholders’ Equity
−Removed: finance facility
−Removed: borrowings, net
−Removed: payable - related party, current, net
−Removed: lease obligations
+Added: non-current assets, net
+Added: and STOCKholders’ DEFICIT
+Added: lease liabilities, current
current liabilities
term liabilities:
−Removed: payable - related party, long-term, net
−Removed: Shareholders’
−Removed: AA convertible preferred stock, $ 0.0001 par value, 1,800,000 shares authorized;
−Removed: 924,921 shares issued and outstanding as of December
−Removed: 31, 2025 and March 31, 2025
−Removed: $ 0.0001 par value;
+Added: of credit from related parties, net
+Added: lease obligations, long-term portion
+Added: and contingencies (see Note 10)
+Added: Stockholders’
shares authorized;
−Removed: 35,412,694 and 19,291,000 shares issued and outstanding as of December 31,
−Removed: 2025 and March 31, 2025, respectively
+Added: and 47,048,174
+Added: shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively
paid-in capital
other comprehensive loss
−Removed: shareholders’ equity
−Removed: Liabilities and Shareholders’ Equity
+Added: stockholders’ deficit
+Added: liabilities and stockholders’ deficit
accompanying notes are an integral part of these condensed consolidated financial statements
2 unchanged sentences
COMPREHENSIVE
−Removed: INCOME (LOSS)
in thousands, except share and per share data)
2 unchanged sentences
operating expenses
−Removed: (loss) from operations
−Removed: currency transaction (loss)/gain
+Added: from operations
+Added: income (expense), net
+Added: expense and finance costs 1
+Added: currency transactions (loss) gain
other expense, net
−Removed: income (loss)
on Series AA Convertible Preferred Stock
−Removed: Net loss attributable to common shareholders, basic and diluted
−Removed: and diluted income (loss) per share attributable to common shareholders
+Added: loss attributable to common stockholders
+Added: and diluted loss per share attributable to common stockholders
and diluted weighted-average number of shares outstanding
−Removed: comprehensive income (losses):
−Removed: income (loss)
−Removed: currency translation gain (loss)
+Added: comprehensive losses:
+Added: currency translation loss
Comprehensive
−Removed: income (loss)
+Added: 1 Interest expenses
+Added: and finance costs include $ 237 and $ 8 of interest expense to related parties for the three months ended June 30, 2026 and 2025, respectively.
accompanying notes are an integral part of these condensed consolidated financial statements
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
+Added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: the three months ended June 30, 2026 and 2025
in thousands, except share data)
−Removed: the three months ended December 31, 2025, and 2024
−Removed: Convertible Preferred Stock
−Removed: Accumulated Other
+Added: Stockholders’
Comprehensive
−Removed: Shareholders’
−Removed: – September 30, 2024
−Removed: compensation expense for employee vested options
+Added: - March 31, 2025
+Added: compensation for employee vested options
compensation for employee vested RSUs
−Removed: value of shares issued for services
−Removed: currency translation adjustment
−Removed: - December 31, 2024
−Removed: - September 30, 2025
−Removed: compensation expense for employee vested options
−Removed: compensation expense for employee vested RSUs
+Added: Fair value of shares
+Added: issued for services
+Added: of common stock upon extinguishment of note payable – related party
+Added: of common stock and warrants in public offering, net
+Added: of common stock in securities purchase agreement, net
currency translation adjustment
on Series AA Convertible Preferred Stock
−Removed: - December 31, 2025
−Removed: the nine months ended December 30, 2025, and 2024
−Removed: Convertible Preferred Stock
−Removed: Comprehensive
−Removed: Shareholders’
+Added: – June 30, 2025
- March 31, 2026
−Removed: compensation expense for employee vested options
+Added: compensation for employee vested options
compensation for employee vested RSUs
−Removed: value of shares issued for services
−Removed: currency translation adjustment
−Removed: - December 31, 2024
−Removed: - March 31, 2025
−Removed: compensation expense for employee vested options
−Removed: compensation expense for employee vested RSUs
−Removed: of employee vested options
−Removed: value of shares issued for services
−Removed: value of RSUs issued to related party as a finance cost
−Removed: of common stock upon extinguishment of Related Party Note
−Removed: of common stock from public offering
−Removed: of common stock and warrants to related party under securities purchase agreement, net
+Added: of common stock in securities purchase agreement, net
+Added: Fair value of warrants recognized as debt finance costs under the Line
+Added: of credit from related parties
currency translation adjustment
−Removed: on Series AA Convertible Preferred Stock
−Removed: - December 31, 2025
+Added: – June 30, 2026
accompanying notes are an integral part of these condensed consolidated financial statements
16 unchanged sentences
cash used in investing activities
−Removed: offering costs
−Removed: from public offering, net
−Removed: from convertible note
−Removed: from securities purchase agreement, net from related party
−Removed: from short-term borrowings, net
−Removed: of short-term borrowings
−Removed: from trade finance facilities, net
−Removed: of trade finance facilities
−Removed: from notes payable – related party
+Added: from issuance of common stock and warrants
+Added: Proceeds from line of credit – related party
+Added: Repayment of trade finance facilities
+Added: Proceeds from short-term borrowings, net
+Added: Repayment of short-term borrowings
+Added: from note payable – related party
of dividend on Series AA Convertible Preferred Stock
−Removed: cash provided by financing activities
+Added: cash provided by (used in) financing activities
of exchange rate changes on cash
change in cash
−Removed: and cash equivalents and restricted cash – beginning of the period
−Removed: and cash equivalents and restricted cash – end of the period
+Added: and cash equivalents – beginning of the period
+Added: and cash equivalents – end of the period
disclosures of cash flow information:
paid on borrowings
−Removed: Reconciliation
−Removed: of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheets
−Removed: and cash equivalents
−Removed: cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows
disclosure of non-cash investing and financing activities:
+Added: value of warrants issued to lender and recorded as debt finance costs on line of credit from related parties
+Added: Recognition of offering costs included in trade payables
of debt discount on short-term borrowings
−Removed: value of shares issued to extinguish a note payable – related party
−Removed: value of RSUs issued as a finance cost on notes payable – related party
value of shares issued in exchange for services to be received
−Removed: of employee vested options
−Removed: of operating lease right of use asset and lease obligation
+Added: value of shares issued to extinguish Related Party Note
+Added: of operating lease right of use assets and lease obligations
accompanying notes are an integral part of these condensed consolidated financial statements
1 unchanged sentence
to Condensed Consolidated Financial Statements
−Removed: the three and nine months ended December 31, 2025 and 2024
+Added: the three months ended June 30, 2026 and 2025
otherwise indicated, dollar amounts in thousands)
12 unchanged sentences
the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered
−Removed: necessary for a fair presentation of the Company’s financial position at December 31, 2025, results of operations for the three
−Removed: and nine months ended December 31, 2025 and 2024, consolidated statements of shareholders’ equity for the three and nine months
−Removed: ended December 31, 2025 and 2024, and cash flows for the nine months ended December 31, 2025 and 2024.
−Removed: The Company’s
−Removed: results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results expected for the full year.
+Added: necessary for a fair presentation of the Company’s financial position at June 30, 2026 and the results of operations and comprehensive
+Added: loss, consolidated statements of shareholders’ equity (deficit), and cash flows for the three months ended June 30, 2026 and 2025.
+Added: The Company’s results for the three months ended June 30, 2026 are not necessarily indicative of the results expected for the full
You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion
1 unchanged sentence
March 31, 2026.
−Removed: The terms “fiscal 2026” and “fiscal 2025” refer to the Company’s fiscal year ending March
+Added: The terms “fiscal 2027” and “fiscal 2026” refer to the Company’s fiscal year ended March
31, 2027 and fiscal year ended March 31, 2026, respectively.
2 unchanged sentences
and its wholly owned subsidiaries;
−Removed: Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc., (“PMUSA”)
−Removed: and Perfect Moment International AG (“PMCH”).
−Removed: These unaudited condensed consolidated financial statements have been prepared
−Removed: on the same basis as the annual consolidated financial statements and reflect all adjustments which are, in the opinion of management,
+Added: Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc.,
+Added: (“PMUSA”), Perfect Moment International AG (“PMCH”) and Perfect Moment Netherlands B.V.
+Added: These unaudited condensed consolidated financial statements have been prepared on
+Added: the same basis as the annual consolidated financial statements and reflect all adjustments which are, in the opinion of management,
necessary for the fair statement of the financial information for the interim periods presented.
−Removed: All significant intercompany balances
−Removed: and transactions have been eliminated in consolidation.
+Added: All significant intercompany
+Added: balances and transactions have been eliminated in consolidation.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: December 31, 2025, the Company has funded its operations with proceeds from the sale of common stock from the initial public
−Removed: offering, and other sales of common stock;
−Removed: the sale of preferred stock, alongside existing
−Removed: trade, invoice and shareholder financing arrangements.
−Removed: The Company has incurred recurring losses, including a net loss of $ 5,566
−Removed: for the nine months ended December 31, 2025 and used cash in operations of $ 8,882
−Removed: during that period.
−Removed: As of December 31, 2025, the Company had an accumulated deficit of $ 70,482 .
−Removed: These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months
−Removed: from the date these condensed consolidated financial statements were available to be issued.
−Removed: The Company’s ability to continue
−Removed: as a going concern is dependent upon management of its expenses and its ability to obtain necessary financing to meet its
−Removed: obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable
+Added: June 30, 2026, the Company has funded its operations with proceeds from the sale of common stock, and other sales of common stock;
+Added: sale of preferred stock, alongside existing trade, invoice and other financing arrangements.
+Added: The Company has incurred recurring losses,
+Added: including a net loss of $ 3,533 for the three months ended June 30, 2026 and used cash in operations of $ 3,246 during that period.
+Added: of June 30, 2026, the Company had an accumulated deficit of $ 75,580 and a stockholders’ deficit of $ 1,994 .
+Added: On June 12, 2026, the
+Added: Company’s common stock was delisted from the NYSE American and commenced trading on the OTCQB Venture Market (the “OTCQB”)
+Added: on June 18, 2026.
+Added: The OTCQB is a significantly more limited market than NYSE American, and trading on the OTCQB may result in a less
+Added: liquid market for existing and potential stockholders of the Company’s common stock and could adversely affect the trading price
+Added: of the Company’s common stock.
+Added: factors raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the
+Added: date these condensed consolidated financial statements were available to be issued.
+Added: The Company’s ability to continue as a going
+Added: concern is dependent upon management of its expenses and its ability to obtain necessary financing to meet its obligations and pay its
+Added: liabilities arising from normal business operations when they come due, and upon profitable operations.
Company’s future capital requirements will depend on many factors, including production costs and planned growth.
4 unchanged sentences
short-term loan issuances, debt factoring, and additional equity raises.
−Removed: If additional financing is required from outside sources, the
−Removed: Company may not be able to raise it on terms acceptable to it or at all.
−Removed: If the Company is unable to raise additional capital on acceptable
−Removed: terms when needed, its product development, results of operations and financial condition would be materially and adversely affected.
−Removed: a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s
−Removed: Accounting Standards Update, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management
−Removed: has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as
−Removed: a going concern through twelve months from the date these condensed consolidated financial statements are available to be issued.
+Added: If additional financing is required from outside
+Added: sources, the Company may not be able to raise it on terms acceptable to it or at all.
+Added: If the Company is unable to raise additional capital
+Added: on acceptable terms when needed, its product development, results of operations and financial condition would be materially and adversely
+Added: a result of the above, in connection with the Company’s assessment of going concern considerations, management has determined that
+Added: the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through
+Added: twelve months from the date these condensed consolidated financial statements are available to be issued.
addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial
8 unchanged sentences
estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events
−Removed: or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and
+Added: or uncertainties that management believes will materially affect the methodology or assumptions utilized in making these estimates and
judgments in these condensed consolidated financial statements.
−Removed: Significant estimates inherent in the preparation of the condensed consolidated
−Removed: financial statements include reserves for uncollectible accounts receivables, realizability of inventory, sales reserves, useful lives
−Removed: and impairments of long-lived assets, realization of deferred tax assets and related uncertain tax positions, classification of convertible
−Removed: preferred stock, classification of warrants, and the valuation of stock-based compensation awards .
−Removed: Actual results may differ
−Removed: from these judgements and estimates under different assumptions or conditions and any such differences may be material.
+Added: Significant estimates inherent in the preparation of these condensed
+Added: consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory, sales reserves,
+Added: useful lives and impairments of long-lived assets, realization of deferred tax assets and related uncertain tax positions, classification
+Added: of convertible preferred stock, classification of warrants, and the valuation of stock-based compensation awards.
+Added: Actual results may
+Added: differ from these judgements and estimates under different assumptions or conditions and any such differences may be material.
Company experiences certain effects of seasonality with respect to its business.
2 unchanged sentences
customers concentrated in the northern hemisphere, and the lowest sales during its first fiscal quarter.
−Removed: of December 31, 2025 and March 31, 2025, the Company did not have any contract assets and had $ 380 and $ 264 , respectively, of deferred
−Removed: revenue on the accompanying consolidated balance sheets.
−Removed: the three and nine months ended December 31, 2025 and 2024, revenue, net recognized from performance obligations related to prior periods
−Removed: was not material.
−Removed: Revenue, net expected to be recognized in any future period related to remaining performance obligations was not material.
+Added: of June 30, 2026 and March 31, 2026, the Company did not have any contract assets and had $ 613 and $ 245 , respectively, of deferred revenue
+Added: on the accompanying consolidated balance sheets.
+Added: the three months ended June 30, 2026 and 2025, revenue, net recognized from performance obligations related to prior periods was not
+Added: Revenue, net expected to be recognized in any future period related to remaining performance obligations is not material.
Disaggregated
3 unchanged sentences
(excluding United Kingdom)
−Removed: Restricted cash as of March 31, 2025 consisted of cash deposits and certificate of deposits under the Company’s trade
−Removed: finance facility and was classified as current on the accompanying consolidated balance sheets as the trade finance facility was due on
−Removed: There was no restricted cash as of December 31, 2025.
receivable and allowance for credit losses
−Removed: receivable primarily arise out of sales to customers.
−Removed: The allowance for credit losses is an amount equal to the estimated probable losses
−Removed: net of recoveries in accounts receivable using the incurred loss methodology.
−Removed: After considering current economic conditions and specific
−Removed: and financial stability of its customers, an allowance for credit losses is maintained in the consolidated balance sheet at a level which
−Removed: management believes is sufficient to cover all probable future credit losses as of the balance sheet date based on specific reserves
−Removed: and an expectation of future economic conditions that might impact collectability.
−Removed: Accounts receivable are carried net of allowances
−Removed: for credit losses as of December 31, 2025 and 2024.
−Removed: After all reasonable attempts to collect a receivable have failed, the amount of
−Removed: the receivable is written off against the allowance.
−Removed: of December 31, 2025 and March 31, 2025, the Company had $ 944 and $ 547 , respectively, in allowances for credit losses.
+Added: of June 30, 2026 and March 31, 2026, the Company had $ 1,257 and $ 1,082 , respectively, in allowances for credit losses.
Concentration
of credit risk
−Removed: the three and nine months ended December 31, 2025, the largest single supplier of manufactured goods produced approximately 29% of
−Removed: the Company’s products and for the same periods in 2024, produced 62 %
−Removed: respectively, of the Company’s products.
−Removed: the three and nine months ended December 31, 2025, the largest single fabric supplier supplied approximately 0 % and 56 %, respectively,
−Removed: of the fabric used to manufacture the Company’s products, and for the same periods in 2024, supplied 0 % and 46 %, respectively,
−Removed: of the fabric used to manufacture the Company’s products.
−Removed: the three and nine months ended December 31, 2025 and 2024, no single customer accounted for more than 10 %
−Removed: of total re v enue.
−Removed: of December 31, 2025, one customer accounted for approximately 12 % of total accounts receivable.
−Removed: As of March 31, 2025, two customers
−Removed: accounted for approximately 27 % of total accounts receivable.
+Added: the three months ended June 30, 2026 and 2025, the largest single supplier of the Company’s manufactured goods produced 100 %
+Added: and 0 %, respectively, of the Company’s products.
+Added: For the three months ended June 30, 2026 and 2025, the largest fabric
+Added: supplier supplied 0 % and 56 %, respectively, of the fabric used to manufacture the Company’s products.
+Added: the three months ended June 30, 2026, we had one individual customer that accounted for approximately 29 % of total revenue, net.
+Added: customer individually comprised 31 % of total accounts receivable as of June 30, 2026.
+Added: For the three months ended June
+Added: 30, 2025, we had one individual customer that accounted for approximately 11 % of total revenue, net.
+Added: This customer individually did not
+Added: comprise more than 10 % of total accounts receivable as of June 30, 2025.
+Added: of June 30, 2026, two customers accounted for 46 % of total accounts receivable.
+Added: As of March 31, 2026 one customer accounted
+Added: for approximately 14 % of total accounts receivable.
+Added: the appropriate balance sheet classification of warrants we issue as either equity or as a derivative liability.
+Added: In accordance with ASC
+Added: 815, we classify a warrant as equity if it is “indexed to the Company’s equity” and meets several specific conditions
+Added: for equity classification.
+Added: A warrant is not considered “indexed to the Company’s equity,” in general, when it contains
+Added: certain types of exercise contingencies or potential adjustments to its exercise price.
+Added: If a warrant is not indexed to the Company’s
+Added: equity or it has net cash settlement provisions that result in the warrants being accounted for under ASC 480, Distinguishing Liabilities
+Added: from Equity (“ASC 480”) or ASC 815, it is classified as a derivative liability which is carried on the consolidated balance
+Added: sheets at fair value with any changes in its fair value recognized in the statements of operations and comprehensive loss.
+Added: 2026 and March 31, 2026, all of the Company’s outstanding warrants were classified as equity.
used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:
1 unchanged sentence
end exchange rate:
−Removed: end exchange rate
−Removed: exchange rate:
−Removed: exchange rate:
+Added: Period end exchange rate
exchange rate:
−Removed: income (loss) per share of common stock
−Removed: net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
−Removed: for the period.
−Removed: Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common shareholders by
−Removed: the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have
−Removed: been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method.
−Removed: For diluted net income
−Removed: (loss) per share, when the Company has a net loss, the weighted average number of shares of common stock is the same as for basic net
−Removed: loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is
−Removed: anti-dilutive.
−Removed: participating securities such as our preferred stock, basic and diluted net loss per share attributable to common shareholders is presented
−Removed: in conformity with the two-class method, an earnings allocation method that determines net income (loss) per share (when there are earnings)
−Removed: for common stock and participating securities.
−Removed: No income was allocated to the participating securities for the three and nine months
−Removed: ended December 31, 2025 and 2024 as results of operations were a loss and basic and diluted weighted-average shares are the same in the
−Removed: loss per share calculation for both periods.
−Removed: dilutive stock options and securities excluded from the computation of diluted net income (loss) per share, because the effect would
−Removed: be anti-dilutive are as follows:
−Removed: OF ANTIDILUTIVE SECURITIES FOR BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
+Added: Average exchange
+Added: loss per share of common stock
+Added: dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net loss per share
+Added: because the effect would be anti-dilutive.
+Added: As the Company incurred losses in the three months ended June 30, 2026 and 2025, basic and
+Added: diluted weighted-average shares are the same in the loss per share calculation.
+Added: SCHEDULE OF ANTIDILUTIVE SECURITIES FOR BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
to acquire common stock
1 unchanged sentence
to acquire common stock
−Removed: AA convertible preferred stock (see Note 13)
+Added: AA convertible preferred stock
Issued Accounting Pronouncements
−Removed: 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures:
−Removed: Clarifying the Effective Date (“ASU
−Removed: 2025-01”) clarifies the effective date of ASU 2024-03 is for fiscal years beginning after December 15, 2026, and interim periods
−Removed: within annual reporting periods beginning after December 15, 2027.
−Removed: The Company is currently evaluating the impact of ASU 2024-03 on its
−Removed: financial statements and disclosures.
−Removed: following table details the primary categories of inventories as of:
−Removed: OF INVENTORIES
+Added: November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation
+Added: Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses .
+Added: The new standard requires disclosures about specific
+Added: types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling
+Added: The standard is effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January
+Added: 1, 2028, with early adoption permitted.
+Added: The standard may be applied either prospectively to financial statements issued for reporting
+Added: periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.
+Added: The Company is
+Added: evaluating the impact that this ASU will have on the presentation of its consolidated financial statements.
+Added: December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):
+Added: Narrow-Scope Improvements (the “Update”),
+Added: an amendment to improve the guidance in Topic 270, Interim Report ing, by improving the navigability of the required interim
+Added: disclosures and clarifying when that guidance is applicable.
+Added: The amendments add to Topic 270 a principle that requires entities to disclose
+Added: events since the end of the last annual reporting period that have a material impact on the entity.
+Added: The amendments in this Update clarify
+Added: interim disclosure requirements and the applicability of Topic 270 apply to all entities that provide interim financial statements and
+Added: notes in accordance with GAAP.
+Added: In addition, the amendments in this Update result in a comprehensive list of interim disclosures that
+Added: are required by GAAP with the objective to provide clarity about the current requirements.
+Added: The Update is effective for the Company for
+Added: interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.
+Added: can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.
+Added: is evaluating the impact that the Update will have on the presentation of its consolidated financial statements.
+Added: Other recent authoritative guidance
+Added: issued by the FASB (including technical corrections to the ASCs), the American Institute of Certified Public Accountants, and the SEC
+Added: did not, or is not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures.
+Added: INVENTORIES, NET
+Added: following table details the primary categories of inventories, net for the periods presented.
+Added: SCHEDULE OF INVENTORY
goods on consignment
inventories, net
−Removed: Certain prior period presentation of these categories were reclassified to ensure comparability with current period presentation.
PREPAID AND OTHER CURRENT ASSETS
−Removed: following table details the primary categories of prepaid and other currents assets as of:
−Removed: OF PREPAID AND OTHER CURRENT ASSETS
+Added: following table details the primary categories of prepaid and other currents for the periods presented.
+Added: SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS
and prepayments
−Removed: accounts receivable
prepaid and other current assets
ACCRUED EXPENSES
−Removed: following table details the primary categories of accrued expenses as of:
−Removed: OF ACCRUED EXPENSES
−Removed: import duties
+Added: following table details the primary categories of accrued expenses for the periods presented.
+Added: SCHEDULE OF ACCRUED EXPENSES
payroll and payroll taxes
−Removed: 1 Certain prior period presentation of these categories were reclassified to ensure comparability
−Removed: with current period presentation.
−Removed: the nine months ended December 31, 2025, the Company entered into business loan and security agreements (the “2026 Term Loans”)
−Removed: with the same lender as the Term Loans entered into during fiscal year 2025 for short-term loans that mature 30-weeks from the date of
−Removed: No amount of repaid borrowings may be reborrowed.
−Removed: The Company borrowed a gross amount of $ 1,988 , net of fees of $ 658 which
−Removed: was recorded as a debt discount and is being amortized over the term of the 2026 Term Loans.
−Removed: The 2026 Term Loans and the outstanding
−Removed: balance owed on the fiscal year 2025 Term Loans at March 31, 2025 are collectively referred to as the “Term Loans”.
−Removed: the nine months ended December 31, 2025 and 2024, the Company made total repayments on the Term Loans of $ 4,725 and $ 3,846 , respectively.
−Removed: During the three and nine months ended December 31, 2025, the Company amortized $ 251 and $ 1,544 , respectively, of the debt discount to
−Removed: interest expense.
−Removed: During the three and nine months ended December 31, 2024, the Company amortized $ 979 and $ 1,160 , respectively, of the
−Removed: debt discount to interest expense.
−Removed: During the three and nine months ended December 31, 2024, the Company received an early payment discount
−Removed: of $ 179 that was recorded as a cancelled debt discount in the same amount.
−Removed: As of December 31, 2025 and March 31, 2025, the
−Removed: Company had outstanding borrowings of $ nil and $ 2,738 , respectively, and an unamortized debt discount of $ nil and $ 887 , respectively,
−Removed: resulting in a net balance of $ nil and $ 1,851 , respectively.
−Removed: May 2025, the Company entered into a promissory note (the “May 2025 Related Party Note”) with an entity controlled by the
−Removed: Chairman of the Company’s board of directors to borrow $ 500 .
−Removed: The May 2025 Related Party Note matures on December 31, 2025 and permits
−Removed: the Company to prepay the note in full without penalty at any time.
−Removed: If an Event of Default, as defined in the May 2025 Related Party
−Removed: Note, occurs, the outstanding principal and accrued interest becomes due and payable immediately.
−Removed: Concurrently, with the closing of an
−Removed: offering in September 2025 (see Note 7), the May 2025 Related Party Note and accrued unpaid interest totaling $ 508 was extinguished through
−Removed: the issuance of 1,692,694 shares of the Company’s common stock at a per share price of $ 0.30 .
−Removed: The issuance of shares was approved
−Removed: and determined to be on terms and conditions at arm’s length as the share price was the same price extended to third parties as
−Removed: part of a share offering that closed on the same day (see Note 7).
−Removed: August 2025, the Company received $ 3,390
−Removed: from one of its principal shareholders (a related party) in exchange for an unsecured promissory note that matures on March
−Removed: 9, 2026 (the “First August 2025 Related Party Note”), and $ 1,700
−Removed: from two of its principal shareholders (related parties) in exchange for an unsecured promissory note that matures on August
−Removed: 18, 2030 (the “Second August 2025 Related Party Note”, collectively with the First August 2025 Related Party
−Removed: Note, the “August 2025 Related Party Notes”).
−Removed: consideration for providing the August 2025 Related Party Notes, the Company issued the principal shareholder 652,253 restricted stock
−Removed: units of the Company’s common stock, with 521,802 restricted stock units vesting immediately and 130,451 restricted stock units
−Removed: vesting over the term of the August 2025 Related Party Notes.
−Removed: The fair value of the restricted stock units was $ 305 , as determined by
−Removed: the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the August
−Removed: 2025 Related Party Notes, and was recorded as a debt discount and is being amortized over the terms of the August 2025 Related Party
−Removed: August 2025 Related Party Notes permit the Company to prepay the note in full without penalty at any time.
−Removed: If an Event of Default, as
−Removed: defined in the August 2025 Related Party Notes, occurs, the outstanding principal and accrued interest becomes due and payable immediately.
−Removed: If the Company prepays the notes, the unvested restricted stock units would vest proportionately with the amount of the prepayment.
−Removed: the three and nine months ended December 31, 2025, the Company amortized $ 41 and $ 139 , respectively, of the debt discount to interest
−Removed: As of December 31, 2025, the Company has outstanding borrowings of $ 5,090 and an unamortized discount of $ 166 resulting in a
−Removed: net balance of $ 4,924 , of which $ 3,319 is current.
−Removed: the three and nine months ended December 31, 2025, the Company incurred and paid interest on the August 2025 Related Party Notes totaling
−Removed: As of December 31, 2025, there were no amounts of accrued but unpaid interest on the August 2025 Related Party Notes.
−Removed: Finance Facility
−Removed: Company repaid $ 2,495 on the trade finance facility in June 2025, and the facility was terminated in August 2025.
−Removed: SHAREHOLDERS’ EQUITY
−Removed: of Common Stock
−Removed: On June 30, 2025, the Company closed a public offering of 10,000,000 shares of its common stock at an offering price
−Removed: of $ 0.30 per share (the “Offering”), pursuant to its registration statement on Form S-3 (File No.
−Removed: 333-285612) for aggregate
−Removed: net proceeds of approximately $ 2,538 , after deducting underwriting discounts and commissions and estimated offering expenses.
−Removed: The underwriters
−Removed: were also granted a 45-day option to purchase up to an additional 1,500,000 shares of common stock and/or pre-funded warrants to cover
−Removed: over-allotments, if any.
−Removed: On July 21, 2025, the over-allotment option was partially exercised by the underwriters for an additional 313,128
−Removed: shares of the Company’s common stock, generating net proceeds of approximately $ 83 , after deducting underwriting discounts and
−Removed: commissions and estimated offering expenses.
−Removed: connection with the Offering, the Company issued to the representative of the underwriters, warrants to purchase up to 500,000 shares
−Removed: of common stock at an exercise price of $ 0.375 per share (the “June 2025 Warrant”).
−Removed: The June 2025 Warrant is exercisable
−Removed: beginning on the date of issuance and expires five years thereafter.
−Removed: June 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $ 5 using the Black-Scholes option-pricing
−Removed: model with the following assumptions:
−Removed: volatility of 60 %, risk-free rate of 4.2 %, annual dividend yield of 0.0 % and expected life of five
−Removed: connection with the underwriter’s exercise of the over-allotment option, the Company issued the representative of the underwriters
−Removed: from the Offering a warrant to purchase up to 15,656 shares of the Company common stock at an exercise price of $ 0.375 (the “July
−Removed: 2025 Warrant”).
−Removed: The July 2025 Warrant is exercisable beginning on the date of issuance and expires five years thereafter.
−Removed: July 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $ 74 using the Black-Scholes option-pricing
−Removed: model with the following assumptions:
−Removed: volatility of 113 %, risk-free rate of 4.2 %, annual dividend yield of 0.0 % and expected life of
−Removed: holder of the June 2025 Warrants and July 2025 Warrants shall not have the right to convert any portion of the respective warrants to
−Removed: the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially
−Removed: own in excess of 4.99% (which may be increased to 9.99% at the holder’s sole discretion) of the number of common shares outstanding
−Removed: immediately after giving effect to such conversion.
−Removed: Any increase to the beneficial ownership limitation will not be effective until the
−Removed: 61st day after notice is received by the Company.
+Added: import duties
+Added: of Credit, related parties
+Added: On March 30, 2026, the Company entered into a loan
+Added: agreement for up to $ 10,000 maturing on March 30, 2028 (the “Revolver”) with an investor, considered a related party at the
+Added: time the Revolver was entered into, and an additional lender, that become a related party in May 2026 (see Note 11), (together, the “Lenders”).
+Added: The Lenders will be entitled to assign all or a portion
+Added: of its exposure under the Revolver or to sell participations therein.
+Added: The proceeds of the Revolver were restricted to the repayment of
+Added: the August 2025 Related Party Notes and to fund the working capital needs of the Company’s operations.
+Added: The Revolver bears interest of 12.0 % per annum and
+Added: is calculated on the daily outstanding balance.
+Added: The Revolver also incurs a fee of 1.5 % per annum on the daily unused portion, payable
+Added: monthly in arrears.
+Added: The Revolver is secured by a first priority, perfected lien on and security interest in the existing and future assets
+Added: of the Company.
+Added: May 2026 and March 2026, the Company drew $ 860
+Added: and $ 5,140 , respectively, under the Revolver.
+Added: May 2026, the Company issued warrants to purchase up to 1,864,753 shares of the Company’s Common Stock at an exercise price of
+Added: $ 0.46822 per share to one of the lenders of the Revolver in connection with the securities purchase agreement consummated in May 2026
+Added: (the “May 2026 Revolver Warrants”) (see Note 7).
+Added: The warrants had a fair value of $266 which was recorded as a debt finance cost and is being amortized over the
+Added: term of the Revolver.
+Added: May 2026 Revolver Warrants are exercisable beginning on November 8, 2026 and expire August 27, 2028.
+Added: The May 2026 Revolver
+Added: Warrants can be exercised on a cashless basis if the shares underlying the May 2026 Revolver Warrants are not registered at the time
+Added: it is exercised.
+Added: The May 2026 Revolver Warrants was determined to be an equity classified warrant.
+Added: holder of the May 2026 Revolver Warrants shall not have the right to convert any portion of the respective warrants to the extent that
+Added: after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in
+Added: excess of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately
+Added: after giving effect to such conversion.
+Added: Any increase to the beneficial ownership limitation will not be effective until the 61st day
+Added: after notice is received by the Company.
+Added: of June 30, 2026 and March 31, 2026, the Company had outstanding borrowings of $ 6,000
+Added: and $ 5,140 ,
+Added: respectively, incurred interest of $ 178
+Added: respectively, and an unamortized debt finance costs of $ 246
+Added: respectively.
+Added: The Company also incurred and paid third-party legal fees in connection with the closing of the line of credit, which were recorded as
+Added: debt issuance costs and included in other noncurrent assets, net in the accompanying balance sheet.
+Added: As of March 31, 2026, the unamortized
+Added: debt issuance costs were $ 311 .
+Added: During the three months ended June 30, 2026, the Company commenced amortization of these costs over the
+Added: term of the line of credit and recognized $ 39 of amortization as interest expense.
+Added: Accordingly, the unamortized debt issuance costs were
+Added: $ 272 as of June 30, 2026.
+Added: the three months ended June 30, 2026, total interest expense recognized on the Revolver was $ 237 ,
+Added: which included amortization of the debt finance costs of $ 20 , and the amortization of the debt issuance costs of $ 39 .
+Added: The Revolver contains certain financial statement covenants that the Company is in compliance with as of June 30, 2026.
+Added: STOCKHOLDERS’ EQUITY
Purchase Agreement:
−Removed: On August 27, 2025, the Company entered into a securities purchase agreement (the “August SPA”)
−Removed: to issue and sell 3,172,858 shares of its common stock (the “August SPA Shares”) at a per share price of $ 0.46822 , which
−Removed: represents the average closing price of the Company’s common stock for the five trading days immediately preceding the sale, and
−Removed: a warrant to purchase up to 3,204,908 shares of its common stock (the “August 2025 Warrant Shares”, and together with the
−Removed: August SPA Shares, the “August SPA Securities”) at an exercise price of $ 0.46822 per share (the “August 2025 Warrant”)
−Removed: for aggregate net proceeds of approximately $ 1,429 , after deducting direct offering expenses.
−Removed: The August 2025 Warrant is exercisable
−Removed: beginning on the date of issuance and expires three years thereafter.
−Removed: The August 2025 Warrant can be exercised on a cashless basis if
−Removed: the shares underlying the August 2025 Warrant are not registered at the time it is exercised.
−Removed: August 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $ 1,125 using the Black-Scholes
−Removed: option-pricing model with the following assumptions:
−Removed: volatility of 113 %, risk-free rate of 4.2 %, annual dividend yield of 0.0 % and expected
−Removed: life of three years .
−Removed: holder of the August 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after
+Added: May 8, 2026, the Company consummated a securities purchase agreement with one of the lenders of the Revolver under which it issued 6,060,606 shares
+Added: of its common stock at a purchase price of $ 0.33
+Added: per share and warrants to purchase up to 8,276,944
+Added: shares of its common stock at an exercise price of $ 0.40 per
+Added: share and expiring on August 27, 2028 (the “May 2026 SPA Warrants”) for gross proceeds of $ 2,000
+Added: (the “May 2026 SPA”) less direct costs of $ 87 .
+Added: In connection with the May 2026 SPA, the Company issued the May 2026 Revolver Warrants to the
+Added: other lender of the Revolver (see Note 6).
+Added: May 2026 SPA Warrants are exercisable beginning on November 8, 2026 and expire August 27, 2028.
+Added: The May 2026 SPA Warrants can be
+Added: exercised on a cashless basis if the shares underlying the May 2026 SPA Warrants are not registered at the time it is exercised.
+Added: May 2026 SPA Warrants were determined to be equity classified warrants.
+Added: holder of the May 2026 SPA Warrants shall not have the right to convert any portion of the respective warrants to the extent that after
giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess
3 unchanged sentences
after notice is received by the Company.
−Removed: in August 2026, the Company may, at its sole discretion, require the holder of the August 2025 Warrant to exercise the warrant in full
−Removed: on a specified date (the “Mandatory Exercise Date”), provided that, prior to and as of the Mandatory Exercise Date (a) the
−Removed: closing price of the Company’s common stock has exceeded the exercise price of the August 2025 Warrant during any consecutive five
−Removed: trading days within a fifteen trading-day period at least once and (b) the Company has an effective registration statement registering
−Removed: the resale of both the August 2025 Warrant and the shares issuable upon exercise of the August 2025 Warrant.
−Removed: On the Mandatory Exercise
−Removed: Date, the beneficial ownership limitation will be automatically increased to 19.99%.
−Removed: If the holder of the August 2025 Warrant does not
−Removed: pay the amount due in cash within thirty days of the Mandatory Exercise Date, then the Company may effect, in its discretion, either
−Removed: (i) a cashless exercise of the August 2025 Warrants or (ii) a redemption and subsequent cancellation of the August 2025 Warrant, in exchange
−Removed: for $ 0.001 per warrant.
−Removed: Line of Credit (“ELOC”):
−Removed: On October 7, 2025, the Company entered into an equity purchase agreement (the “ELOC”),
−Removed: whereby the Company has the right, but not the obligation, to direct an investor to purchase up to $ 25,000 of the Company’s common
−Removed: stock (the “Put Shares”), where the Company directs the investor to purchase Put Shares in increments between $5 and the
−Removed: lesser of (a) $500 or (b) 20.0% of the Average Daily Trading Value (as defined in the ELOC), on the terms and conditions set forth in
−Removed: The purchase price of the Put Shares will be the lesser of (i) 97.0% of the Market Price (as defined in the ELOC) or (ii) 102.0%
−Removed: of the Market Alternative Price (as defined in the ELOC).
−Removed: If the Company’s principal market is any tier of the OTC Markets on the
−Removed: date the investor receives the Company’s directive, the purchase price of the Put Shares will be the lesser of (i) 85.0% of the
−Removed: Market Price or (ii) 85.0% of the Market Alternative Price.
−Removed: The number of Put Shares to be purchased by the investor is subject to a
−Removed: beneficial ownership limitation of 4.99%.
−Removed: ELOC will not be effective until it is first approved by the Company’s shareholders and then approved by the Company’s board
−Removed: of directors.
−Removed: The ELOC was approved by the Company’s shareholders on January 14, 2026, but has not been approved by the Company’s
−Removed: Board as of the dates these condensed consolidated financial statements were issued.
−Removed: Once the ELOC is effective, the Company will
−Removed: issue the investor shares of the Company’s common stock (the “Commitment Shares”) that is determined by dividing 187,000
−Removed: by the lesser of (i) the closing price of the Company’s common stock on the Trading Day (as defined in the ELOC) immediately preceding
−Removed: date the ELOC is approved by Company’s board of directors, or (ii) average of the five (5) closing prices of the Company’s
−Removed: common stock during the five Trading Days immediately preceding the date the ELOC is approved by Company’s board of directors.
−Removed: As of the date these condensed consolidated financial statements were issued, the approvals were not yet received.
−Removed: connection with the ELOC, the Company entered into a registration rights agreement (the “ELOC RRA”) whereby the Company will
−Removed: file a registration statement covering the maximum number of registerable securities (as defined in the ELOC RRA) within forty-five calendar
−Removed: days from the date the ELOC is approved by the Company’s board of directors.
−Removed: ELOC will end on the earlier of (i) the date the investor purchased $ 25,000 of Put Shares, (ii) October 7, 2027, (iii) the date of written
−Removed: notice of termination by the Company to the investor (per the terms and conditions set forth in the ELOC), (iv) the ELOC RRA is no longer
−Removed: effective after the initial effective date of the ELOC RRA, or (v) the date that the Company commences a case or any person commences a proceeding
−Removed: against the Company, a custodian is appointed for the company or for all or substantially all of its property or the Company makes a general
−Removed: assignment for the benefit of its creditors.
−Removed: Issued for Services
−Removed: Company, from time to time, issues shares of its common stock for marketing and other services.
−Removed: The fair value of the shares is initially
−Removed: capitalized as a prepaid service cost and amortized over the service period.
−Removed: As of March 31, 2025, the unamortized service costs were
−Removed: During the nine months ended December 31, 2025, the Company issued 100,000 shares of common stock to a vendor for services to be
−Removed: rendered with a fair value of $ 62 as determined by the closing price on the day of issuance.
−Removed: During the nine months ended
−Removed: December 31, 2025 and 2024, the Company amortized $ 455 and $ 419 respectively, of the value of the shares as the services were rendered.
−Removed: As of December 31, 2025, the unamortized service cost was $ 185 and was included as a component of prepaid and other current assets (see
−Removed: AA Preferred Stock Dividends
−Removed: on the Series AA Preferred Stock accrue daily and will be cumulative from the first day of the calendar month in which they are issued,
−Removed: and shall be payable monthly in arrears on the 30th day of each calendar month, at the rate of 12.0 % per annum of its original issue
−Removed: price, which is the equivalent to $ 0.6961 per annum per share.
−Removed: the three and nine months ended December 31, 2025, the Company recorded dividends on our Series AA Preferred Stock of approximately $ 161
−Removed: and $ 481 respectively.
−Removed: to December 31, 2025, and following approval by the Company’s shareholders at the annual general meeting, all outstanding shares
−Removed: of the Series AA Preferred Stock were converted into shares of the Company’s common stock in accordance with the amended conversion
−Removed: terms (see Note 13).
−Removed: The conversion had no impact on the Company’s consolidated financial position as of December 31, 2025.
STOCK-BASED COMPENSATION PLANS
2 unchanged sentences
at March 31, 2026
−Removed: Vested/deemed
−Removed: at December 31, 2025
−Removed: total stock compensation expense related to vesting of time-based RSUs for the three months ended December 31, 2025 and 2024, was $ 91
−Removed: respectively, and for the nine months ended December 31, 2025 and 2024, was $ 167
−Removed: respectively, was recognized on the accompanying condensed consolidated statements of operations and comprehensive income as a component
−Removed: of selling, general and administrative expenses.
−Removed: As of December 31, 2025, the total unrecognized stock-based compensation for time-based
−Removed: RSUs totaled $ 1,016
−Removed: and was expected to be recognized over a weighted average period
+Added: at June 30, 2026
+Added: total stock compensation expense recognized related to vesting of time-based RSUs for the three months ended June 30, 2026 and 2025,
+Added: was $ 62 and $ 36 , respectively, and was recognized on the accompanying condensed consolidated statements of operations and comprehensive
+Added: loss as a component of selling, general and administrative expenses.
+Added: As of June 30, 2026, the total unrecognized stock-based compensation
+Added: for time-based RSUs totaled $ 873 and are expected to be recognized over a weighted average period of 3.1 years.
summary of option activity is presented below:
−Removed: OF STOCK OPTION ACTIVITY
+Added: SCHEDULE OF STOCK OPTION ACTIVITY
at March 31, 2026
−Removed: at December 31, 2025
−Removed: and expected to vest at December 31, 2025
−Removed: at December 31, 2025
−Removed: August 2025, the Company re-purchased 208,400 stock options from certain directors and officers at fair value as determined by the closing
−Removed: price on the day of re-purchase, for cash consideration of $ 60 .
−Removed: The re-purchase provided for $ 37 in excess fair value of the cash consideration
−Removed: over the fair value of the initial options, which was recognized as compensation expense and was included as a component of selling,
−Removed: general and administrative expenses for the three and nine months ended December 31, 2025.
−Removed: total stock compensation expense recognized related to vesting of stock options for the three months ended December 31, 2025 and 2024
−Removed: was $ 54 and $ 101 , respectively and for the nine months ended December 31, 2025 and 2024 was $ 224 and $ 609 , respectively, and was recognized
−Removed: on the accompanying condensed consolidated statements of operations and comprehensive income as a component of selling, general and administrative
−Removed: As of December 31, 2025 the total unrecognized stock-based compensation for stock options was $ 375 and is expected to be recognized
−Removed: over a weighted average period of 2.1 years.
−Removed: following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December
+Added: at June 30, 2026
+Added: and expected to vest at June 30, 2026
+Added: at June 30, 2026
+Added: total stock compensation expense recognized related to vesting of stock options for the three months ended June 30, 2026 and 2025 was
+Added: $ 5 and $ 98 , respectively, and was recognized on the accompanying condensed consolidated statements of operations and comprehensive loss
+Added: as a component of selling, general and administrative expenses.
+Added: As of June 30, 2026 the total unrecognized stock-based compensation for
+Added: stock options was $ 170 and is expected to be recognized over a weighted average period of 1.8 years.
+Added: following table summarize the shares of the Company’s common stock issuable upon exercise of warrants outstanding at June 30, 2026:
OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OUTSTANDING
−Removed: Average Remaining Contractual Life
−Removed: Average Exercise
March 2025 Warrant
1 unchanged sentence
July 2025 Warrant
−Removed: summary of warrant activity for the nine months ended December 31, 2025 is presented below:
+Added: August 2025 Warrant
+Added: January 2026 Warrant
+Added: May 2026 Revolver
+Added: 2026 SPA Warrant
+Added: the warrants outstanding, 6,105,521 shares remain subject to price reset as of June 30, 2026 based on future equity issuances with exercise
+Added: prices lower than the stated exercise price.
+Added: summary of warrant activity for the three months ended June 30, 2026 is presented below:
OF WARRANTS ACTIVITY
at March 31, 2026
−Removed: at December 31, 2025, all vested
−Removed: of December 31, 2025, the intrinsic value of the outstanding warrants was $ 31 .
+Added: at June 30, 2026
+Added: of June 30, 2026, the intrinsic value of the outstanding warrants was $ nil .
COMMITMENTS AND CONTINGENCIES
−Removed: from NYSE – On December 17, 2024 the Company received a notification from the NYSE American LLC (the “NYSE”)
−Removed: stating that the Company is not in compliance with the minimum shareholders’ equity requirements of Sections 1003(a)(ii) of the
−Removed: NYSE American Company Guide (the “Company Guide”) requiring shareholders’ equity of $ 4,000 or more if the Company has
−Removed: reported losses from continuing operations and/or net losses in three of the four most recent fiscal years.
−Removed: As of December 31, 2025,
−Removed: the Company had shareholders’ equity of approximately $ 1,057 and had losses in its three most recent fiscal years ended March 31,
−Removed: Company is now subject to the procedures and requirements of Section 1009 of the Company Guide.
−Removed: The Company has until June 11, 2026 to
−Removed: regain compliance with the Company Guide.
−Removed: The Company submitted a plan of action to regain compliance with the Company Guide (the “Plan”)
−Removed: on January 10, 2025, which the NYSE accepted on March 4, 2025.
−Removed: Accordingly, the Company will be able to continue its listing during the
−Removed: Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained
−Removed: notification and Plan acceptance has no immediate effect on the listing or trading of the Company’s common stock on the NYSE.
−Removed: NYSE’s acceptance of the Company’s Plan does not affect the Company’s business, operations or reporting requirements
−Removed: with the U.S.
−Removed: Securities and Exchange Commission.
−Removed: proceedings – The Company is, from time to time, involved in routine legal matters, and audits and inspections by
−Removed: governmental agencies and other third parties which are incidental to the conduct of its business.
−Removed: This includes legal matters such as
−Removed: initiation and defense of proceedings to protect intellectual property rights, liability claims, employment claims, and similar matters.
−Removed: The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections will not have a material adverse
−Removed: effect on its consolidated balance sheets, results of operations or cash flows.
+Added: proceeding – The Company is, from time to time, involved in routine legal matters, and audits
+Added: and inspections by governmental agencies and other third parties which are incidental to the conduct of its business.
+Added: This includes legal
+Added: matters such as initiation and defense of proceedings to protect intellectual property rights, liability claims, employment claims, and
+Added: similar matters.
+Added: The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections will not have a
+Added: material adverse effect on its consolidated balance sheets, results of operations or cash flows.
May 14, 2025, we were named as a defendant in a lawsuit filed in the Superior Court of the State of California in and for the County
1 unchanged sentence
The complaint alleges breach of contract, and other claims and seeks specific damages of $ 600,000 and unspecified punitive damages.
−Removed: believe the claims are entirely without merit and we continue to vigorously defend the matter.
−Removed: October 6, 2025, the Company received notice that its former Chief Executive Officer of the Company, Mark Buckley, filed Grounds of Complaint
−Removed: with the UK Employment Tribunal against the Company alleging, among other things, unfair dismissal from his position.
−Removed: The Company filed
−Removed: its Grounds of Resistance to Mr.
−Removed: Buckley’s claims on October 30, 2025.
−Removed: The Company intends to continue vigorously defending the matter.
−Removed: The Company’s attempts to resolve the dispute will continue
−Removed: in parallel with the ongoing litigation.
−Removed: commitments – The Company had $ 382 purchase obligations as of December 31 2025, related to purchase orders to factories
−Removed: for the manufacture of finished goods.
−Removed: – In April 2025, a two-year lease renewal agreement was executed during April 2025 with fixed monthly payments of approximately
−Removed: At inception, the Company recorded a right of use asset and operating lease liability of approximately $ 18 .
−Removed: In October 2025, the
−Removed: Company notified its landlord of its intent to terminate this lease in January 2026.
+Added: believe the claims are entirely without merit and intend to vigorously defend the matter.
+Added: April 24, 2025, the Company’s former Chief Executive Officer (the “Former CEO”) commenced ACAS Early Conciliation proceedings
+Added: (a mandatory step in the UK prior to filing a legal claim) alleging, among other things, unfair dismissal from his position.
+Added: has not yet been notified that the Former CEO has filed a legal claim with the UK Employment Tribunal.
+Added: commitments – The Company had $ 6,202,782 purchase obligations as of June 30, 2026, related to purchase orders to factories for
+Added: the manufacture of finished goods.
RELATED PARTY TRANSACTIONS
and Advisory Services
−Removed: One director and one related
−Removed: party of the Company provided consulting and advisory services for the Company totaling $ 191
−Removed: and $ 46 for the three months ended December
−Removed: 31, 2025 and 2024, respectively, and totaling $ 563
−Removed: and $ 139 for the nine months ended December
−Removed: 31, 2025 and 2024, respectively, and are included in selling, general and administrative expenses on the accompanying consolidated statement
−Removed: of operations and comprehensive loss.
−Removed: As of December 31, 2025 and March 31, 2025 there were no amounts owed to either the director or
−Removed: the related party.
+Added: director and one related party of the Company provided consulting and advisory services for the Company totaling $ 66 and $ 180 for the
+Added: three months ended June 30, 2026 and 2025, respectively, and are included in selling, general and administrative expenses on the accompanying
+Added: consolidated statement of operations and comprehensive loss.
+Added: As of June 30, 2026 and March 31, 2026 there were no amounts owed to either
+Added: of Credit, related party
+Added: lenders on the Revolver were investors of the Company that owned more than 5.0% of outstanding shares of the Company (see Note 6).
SEGMENT REPORTING
1 unchanged sentence
OF SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES AND SEGMENT MEASURE OF PROFITABILITY
−Removed: significant segment expenses:
−Removed: general and administrative expense
+Added: segment expenses:
+Added: and administrative
and advertising
segment items (1)
−Removed: income (loss)
−Removed: interest expense and foreign currency transactions (loss) gain.
−Removed: Note 2 for revenue by geographic location.
−Removed: Long-lived assets excluding other non-current assets, by geography are summarized as follows:
−Removed: OF LONG-LIVED ASSETS, EXCLUDING OTHER NON-CURRENT ASSETS, BY GEOGRAPHY
−Removed: long-lived assets
+Added: interest expense and foreign currency transactions gain (loss).
+Added: assets, excluding other non-current assets, were $ 1,467 and $ 1,357 as of June 30, 2026 and March 31, 2026, respectively and were located
+Added: exclusively in the United Kingdom.
+Added: See Note 2 for revenue by geographic location.
SUBSEQUENT EVENTS
4 unchanged sentences
consolidated financial statements.
−Removed: of Matters to a Vote of Security Holders
−Removed: January 14, 2026, the shareholders holding a majority of the voting power of the Company entitled to vote as of the record date of November
−Removed: 21, 2025 approved a number of corporate matters.
−Removed: These actions included authorizing certain issuances of common stock and warrants, amending
−Removed: the Certificate of Incorporation to increase authorized shares, approving the ELOC, and authorizing an additional reverse stock split
−Removed: of the common stock at a ratio to be determined by the Company’s board of directors.
−Removed: Refer to the definitive information statement
−Removed: filed via form DEF 14A with the SEC on November 26, 2025.
−Removed: AA Preferred Stock Conversion
−Removed: January 15, 2026, the Company issued 11,458,306 shares of its common stock upon conversion of all outstanding shares of Series AA Preferred
−Removed: Stock at a reduced conversion price of $ 0.46822 per share, as approved by the shareholders of the Company on January 14, 2026.
−Removed: January 2026, the August 2025 Warrant was amended and restated to provide for (i) preemptive rights of the holder of the August 2025
−Removed: Warrant to participate in future financings by the Company, pro rata, except in connection with certain issuance;
−Removed: (ii) the right of the
−Removed: holder of the August 2025 Warrant to match any proposal to provide equity or debt financing to the Company so long as the holder of the
−Removed: August 2025 Warrant holds at least 4.99% of the outstanding common stock of the Company;
−Removed: and (iii) weighted average anti-dilution price
−Removed: protection, with customary carve outs including for the excluded issuance.
−Removed: Additionally, the Company issued the holder of the August
−Removed: 2025 Warrant an additional Warrant (the “January 2026 Warrant”) to purchase up to an amount of shares of its common stock
−Removed: equal to the difference between (i) 19.99% of the number of shares of its common stock outstanding as of the closing date of the conversion
−Removed: of the Series A Preferred Stock and (ii) the August SPA Securities (see Note 9).
−Removed: During January 2026, the
−Removed: Company entered into a lease for office premises at 5th Floor, Gramophone Works, 326 Kensal Road, London W10 5BZ, commencing January
−Removed: The lease has a ten-year term and includes a mutual break option after five years.
−Removed: Lease payments for the first five-years
−Removed: total approximately GBP 1,600 (approximately $ 2,151 as of December 31, 2025).
−Removed: The Company accounted for the lease under ASC 842
−Removed: beginning on the commencement date.
+Added: July 2026, the Company drew $ 1,000 on its Revolver.
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.