What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-05-13 · 156 added, 222 removed, 259 unchanged (59% of the section changed)

4 unchanged sentences

Values are rounded to the nearest thousand dollars and thousand shares

March 31, 2025

December 31, 2024

September 30, 2025

June 30, 2025

Current assets:

3 unchanged sentences

Total current assets

Noncurrent assets

Property and equipment, net

4 unchanged sentences

Long-term receivable

Total noncurrent assets

Liabilities and Stockholders’ equity

7 unchanged sentences

Related party note payable

Current liabilities related to discontinued operations

Total current liabilities

3 unchanged sentences

Long-term debt, net

Related party note payable

Related party notes payable

Deferred tax liabilities, net

4 unchanged sentences

Authorized shares - 5,714,000

Issued and outstanding shares - 1,770,000 and 1,770,000 at March 31, 2025 and December 31, 2024, respectively

Issued and outstanding shares - 1,770,000 at both September 30, 2025 and June 30, 2025

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Accumulated deficit

8 unchanged sentences

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Values are rounded to the nearest thousand dollars and thousand shares (Unaudited)

Three Months Ended

September 30,

Cost of goods sold

Gross (loss) profit

Sales, general and administrative expenses

Operating income (loss)

Operating loss

( 3,043,000 )

Foreign exchange gain

( 1,351,000 )

Foreign currency transaction loss, net

Interest expense, net

Other expense, net

Income (loss) from continuing operations before income taxes

Other income, net

Loss from continuing operations before income taxes

( 4,086,000 )

Income tax expense (benefit)

Net income (loss) from continuing operations

( 2,194,000 )

Income tax benefit

Net loss from continuing operations

( 3,365,000 )

( 1,458,000 )

Income from discontinued operations, net of tax

Net income (loss) including noncontrolling interest

Net loss including noncontrolling interest

( 3,365,000 )

Net income (loss) attributable to noncontrolling interest

Net income (loss) attributable to Lendway, Inc.

( 1,392,000 )

Other comprehensive income (foreign currency translation)

Net loss attributable to noncontrolling interest

Net loss attributable to Lendway, Inc.

( 2,854,000 )

( 1,125,000 )

Other comprehensive income (foreign currency translation gain)

Comprehensive income attributable to noncontrolling interest

Comprehensive income (loss) attributable to Lendway, Inc.

Comprehensive loss attributable to Lendway, Inc.

( 2,827,000 )

Net income (loss) per basic and diluted share attributable to Lendway, Inc.:

( 1,124,000 )

Net loss per basic and diluted share attributable to Lendway, Inc.:

Continuing operations

1 unchanged sentence

Basic and diluted earnings per share

Weighted average shares used in calculation of net income (loss) per share:

Weighted average shares used in calculation of net loss per share:

Basic and diluted

9 unchanged sentences

Stockholders’

(Loss) Income

BALANCE DECEMBER 31, 2024 (Audited)

BALANCE JUNE 30, 2025 (Audited)

( 4,908,000 )

Value of stock-based compensation

( 2,854,000 )

( 3,365,000 )

Other comprehensive income

BALANCE MARCH 31, 2025

BALANCE SEPTEMBER 30, 2025

( 7,762,000 )

BALANCE DECEMBER 31, 2023 (Audited)

BALANCE JUNE 30, 2024

( 2,339,000 )

Value of stock-based compensation

3 unchanged sentences

Other comprehensive income

Issuance of noncontrolling interests in acquisition

BALANCE MARCH 31, 2024

BALANCE SEPTEMBER 30, 2024

( 3,464,000 )

4 unchanged sentences

Values are rounded to the nearest thousand dollars (Unaudited)

Three Months Ended March 31,

Three Months Ended September 30,

Operating Activities

Net income (loss) including noncontrolling interest

Net loss including noncontrolling interest

( 3,365,000 )

Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by operating activities:

( 1,392,000 )

Adjustments to reconcile net loss including noncontrolling interest to net cash used in operating activities:

Depreciation and amortization

Amortization of deferred financing costs

Provision for credit loss

Stock-based compensation expense

2 unchanged sentences

Deferred income taxes

Other non-cash items

Increase (decrease) in cash resulting from changes in, net of acquisition:

Accounts receivable, net

Equity method investment income

Changes in operating assets and liabilities

( 7,438,000 )

( 7,198,000 )

Prepaid expenses and other current assets

Accounts payable

Accrued compensation

Accrued expenses and other current liabilities

Net cash provided by operating activities of continuing operations

Net cash provided by operating activities of discontinued operations

Net cash provided by operating activities

Investing Activities

Purchases of property and equipment

Acquisition of Bloomia, net of cash acquired

Net cash used in operating activities

( 9,927,000 )

Receipts of note receivable

Net cash used in investing activities

( 7,555,000 )

Investing Activities

Purchases of property and equipment

Receipts of escrow receivable

Net cash (used in) provided by investing activities

Financing Activities

Proceeds from term loan

Proceeds from revolving debt

Proceeds from related party note

Repayments of seller note

( 1,650,000 )

Repayments of term loan

Repayments of related party note

Repayments of revolving debt

( 1,200,000 )

1 unchanged sentence

Principal payments on finance lease liabilities

Payment of financing costs

Net cash (used in) provided by financing activities

( 2,132,000 )

Effect of exchange rate changes

Net decrease in cash and cash equivalents

( 11,064,000 )

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

2 unchanged sentences

Cash paid for interest

Cash paid for income taxes

Noncash purchase consideration - Equity issuance of noncontrolling interest

Noncash purchase consideration - Seller notes

Cash paid for income taxes, net of tax refunds

Non-cash financing activities

Purchase of property and equipment included in accounts payable

Purchase of property and equipment included in debt

See accompanying notes to the condensed consolidated financial statements.

8 unchanged sentences

subsidiary Tulp 24.1, LLC (“Tulp 24.1”), acquired Bloomia B.V.

and its subsidiaries (“Bloomia”).

Bloomia is a significant producer of fresh-cut tulips in the U.S.

3 unchanged sentences

The remaining 81.4 % equity interest of Tulp 24.1 is owned by the Company and the Company is and maintains control of Tulp 24.1 as its sole managing member.

Refer to Note 3 for further discussion.

The Company’s Board of Directors has approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year.

As a result of the change, the Company intends to file a transition report on Form 10-K for the six-month transition period starting January 1, 2025 and ending June 30, 2025, which is the period between the closing of the Company’s most recent fiscal year on December 31, 2024 and the opening date of the Company’s newly selected fiscal year on July 1, 2025.

During the transition period, the Company has elected to file a quarterly report on Form 10-Q for the quarter ending March 31, 2025, and then expects to file quarterly reports based on the new fiscal year beginning with the first fiscal quarter ending September 30, 2025.

As previously reported, the Company’s Board of Directors approved a change in the Company’s fiscal year end from December 31 to June 30 of each calendar year.

As a result, the three months ended September 30, 2025 represent the first quarter of the fiscal year ending June 30, 2026 (“fiscal year 2026”).

Basis of Presentation.

The accompanying unaudited condensed consolidated financial statements of the Company include all wholly and majority owned subsidiaries of the Company.

The operations of Bloomia are included since the date of acquisition.

Entities for which the Company owns an interest, does not consolidate, but exercises significant influence, are accounted for under the equity method of accounting and are included in equity method investments within the unaudited condensed consolidated balance sheets.

3 unchanged sentences

GAAP for complete financial statements.

However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in the Company’s consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2025 (the Form 10-K).

However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in the Company’s consolidated financial statements as of and for the year ended June 30, 2025 included in the Company’s Transition Report on Form 10-KT filed with the SEC on August 28, 2025 (the “Form 10-KT”).

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included.

The condensed consolidated results of operations and comprehensive income (loss) for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2025, nor for any other future annual or interim period.

The tulip sales business tends to be seasonal, with the first and second calendar quarters being the strongest sales season.

Sales, expenses, cash flows, assets and liabilities can and do vary during the year as a result of seasonality and other factors.

The tulip business tends to be seasonal, with the first and second calendar quarters being the strongest sales season.

Accounts receivable and inventory balances are at their lowest levels in June and July following the strong sales season.

Inventory balances peak in the first calendar quarter ahead of the primary selling season.

On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s legacy business of providing in-store advertising solutions (the “In-Store Marketing Business”).

The operations of the In-Store Marketing Business are presented as discontinued operations.

Therefore, interim results are not necessarily indicative of results to be expected for the full fiscal year.

Significant Accounting Policies.

1 unchanged sentence

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period.

The carrying amounts of certain financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other financial working capital items approximate their fair values at March 31, 2025 and December 31, 2024 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled.

The carrying amounts of certain financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other financial working capital items approximate their fair values at September 30, 2025 and June 30, 2025 due to their short-term nature and management’s belief that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled.

The carrying amount of debt approximates fair value due to the debt’s variable market interest rate.

Recently Issued Accounting Pronouncements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 requires public companies to expand their income tax disclosures with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes and requires greater detail about significant reconciling items in the reconciliation.

Additionally, the amendment requires disaggregated information pertaining to taxes paid, net of refunds received, for federal, state, and foreign income taxes.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

The Company will adopt ASU 2023-09 for fiscal year ending June 30, 2025 on the Form 10-K and is currently assessing the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.

5 unchanged sentences

Recently Adopted Accounting Pronouncements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .

The Company adopted ASU 2023-07 as of January 1, 2024.

The Company determined it had one segment that is reviewed by the Chief Operating Decision Maker (CODM) due to the Company having only one product, tulips, with over 95 % of sales derived in the U.S.

The CODM consists of the Company’s executive team, including the CEOs, CFO and the CEO of Bloomia.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Additionally, the amendment requires disaggregated information pertaining to taxes paid, net of refunds received, for federal, state, and foreign income taxes.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-09 for fiscal year ended June 30, 2025 as reported in the Form 10-KT.

Revenue and related accounts.

1 unchanged sentence

Accounts receivable are presented in the condensed consolidated balance sheets at their outstanding balances net of the allowance for credit losses.

The allowance for credit losses was $ 122,000 at both September 30, 2025 and June 30, 2025.

These receivables are generally trade receivables due in one year or less or expected to be billed and collected within one year.

3 unchanged sentences

Management considers qualitative factors such as changes in economic factors, regulatory matters, and industry trends to determine if an allowance should be further adjusted.

The provision for credit losses is included in selling, general, and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).

Balance as of December 31, 2024

Provision for credit loss

Other adjustments

Balance as of March 31, 2025

Prepaid Expenses.

The provision for credit losses is included in selling, general, and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

Prepaid Expenses and Other Current Assets.

The Company records a prepaid expense when it has paid for a good or service that it has not yet incurred.

As of March 31, 2025 and December 31, 2024, the Company had paid $ 1,412,000 and $ 1,012,000 , respectively, for bulbs to be received in calendar year 2025.

As of September 30, 2025 and June 30, 2025, the Company had paid $ 329,000 and $ 887,000 , respectively, for bulbs to be received in fiscal year 2026.

The balance in prepaids and other current assets includes $ 813,000 of ex-force bulbs as of September 30, 2025.

As of June 30, 2025, ex-force bulbs were included in other assets.

The following table presents revenue disaggregated by customer, as determined by the operational nature of their industry:

1 unchanged sentence

Three Months Ended

March 31, 2025

March 31, 2024

During the three months ended March 31, 2025 and 2024, the Company had four and three customers that accounted for 10% or more of the total revenues, respectively.

During the three months ended March 31, 2025, these four customers accounted for approximately 17 %, 17 %, 13 %, and 11 % of revenues, respectively.

During the three months ended March 31, 2024, these three customers accounted for approximately 47 %, 13 %, and 11 % of revenues, respectively.

As of March 31, 2025, three of these customers also accounted for approximately 18 %, 17 %, and 15 % of accounts receivable, net, while one different customer accounted for approximately 12 % of accounts receivable, net, as of March 31, 2025.

As of December 31, 2024, three customers accounted for approximately 22 %, 18 %, and 13 % of accounts receivable, net.

September 30, 2025

September 30, 2024

During the three months ended September 30, 2025 and 2024, the Company had three customers that accounted for 10% or more of the total revenues.

During the three months ended September 30, 2025, three customers accounted for approximately 32 %, 19 %, and 18 % of revenues, respectively.

During the three months ended September 30, 2024, three customers accounted for approximately 30 %, 14 %, and 13 % of revenues, respectively.

As of September 30, 2025, two of these customers also accounted for approximately 29 % and 18 % of accounts receivable, net.

As of June 30, 2025, three customers accounted for approximately 26 %, 15 %, and 10 % of accounts receivable, net.

The loss of a major customer could adversely affect the Company’s operating results and financial condition.

3 unchanged sentences

Inventories are stated at the lower of cost, as determined on the first-in, first-out method, or net realizable value.

Bloomia Acquisition

On February 22, 2024, the Company completed the acquisition of a majority interest in Fresh Tulips USA LLC and Bloomia and its subsidiaries (the “Acquisition”).

The Acquisition was completed by the Company through its wholly owned subsidiaries, Tulp 24.1 and Tulipa Acquisitie Holding B.V.

(“Tulipa”), pursuant to an Agreement for the Sale and Purchase of Shares by and among Tulp 24.1, Tulipa, Botman Bloembollen B.V., W.F.

Jansen (“Jansen”), and H.J.

Strengers, and Lendway, as the Guarantor.

Jansen will continue to serve as chief executive officer of Bloomia following the Acquisition.

As a result of the Acquisition, Tulp 24.1 became the holder of 100 % of the ownership interests of Bloomia.

The Acquisition has been accounted for in accordance with ASC Topic 805, “Business Combinations,” using the acquisition method of accounting.

Under the acquisition method of accounting, the total purchase price was allocated to the net identifiable tangible and intangible assets of Bloomia acquired, based on their fair values at the date of the acquisition.

The Acquisition was funded through a combination of debt and cash on hand.

The total consideration transferred for the Acquisition was $ 53,360,000 .

Consideration comprised of $ 34,919,000 of cash paid, $ 15,451,000 of seller bridge loans in lieu of cash, and $ 2,990,000 of equity issued of Tulp 24.1, which is reflected as noncontrolling interest within these condensed consolidated financial statements.

Following the noncontrolling equity issued, the Company owns 81.4 % of Tulp 24.1 and the CEO of Bloomia owns the remaining 18.6 %.

Refer to Note 8 for further discussion on the debt used to finance the Acquisition.

The allocation of the purchase price to assets acquired and liabilities assumed is as follows:

Fair value of purchase consideration

Cash consideration

Equity in subsidiary issued (noncontrolling interest)

Seller bridge loans

Total fair value of consideration

Fair value of assets acquired and liabilities assumed:

Cash and cash equivalents

Accounts receivable

Prepaid and other

Property and equipment

Intangible assets

Equity method investment

Finance lease - right of use assets

Operating lease - right of use assets

Total assets acquired

Accounts payable

Accrued expenses

Finance lease liabilities - current

Operating lease liabilities - current

Finance lease liabilities - long-term

Operating lease liabilities - long-term

Deferred tax liabilities

Total liabilities assumed

Net identifiable assets acquired

Total consideration transferred

Unaudited pro forma information for the three months ended March 31, 2024, excluding the impact of debt and intangible asset amortization, is as follows:

Three Months Ended

March 31, 2024

Net income attributable to Lendway

The Company incurred approximately $ 24,000 and $ 1,542,000 of acquisition-related costs during the three months ended March 31, 2025 and 2024, respectively.

Sale of In-Store Marketing Business and Presentation as Discontinued Operations.

On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s In-Store Marketing Business for a price of $ 3,500,000 to TIMIBO LLC, an affiliate of Park Printing, Inc.

(the “Buyer”) under an Asset Purchase Agreement (the “Purchase Agreement”).

The results of the In-Store Marketing Business have been presented as discontinued operations and the related assets and liabilities have been classified as related to discontinued operations for all periods presented.

The carrying amounts of major classes of liabilities that were reclassified as related to discontinued operations on the condensed consolidated balance sheets were as follows:

March 31, 2025

December 31, 2024

Current Liabilities:

Accrued sales tax

Other accrued liabilities

Current liabilities related to discontinued operations

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 10,000 and $ 72,000 , respectively, of benefit in sales, general and administrative expense of discontinued operations from the reduction in the accrual for sales tax due to the expiration of the statute of limitations.

Inventories consisted of the following at:

March 31, 2025

December 31, 2024

September 30, 2025

June 30, 2025

Finished goods

3 unchanged sentences

Property and equipment, net consisted of the following at:

March 31, 2025

December 31, 2024

September 30, 2025

June 30, 2025

Machinery and equipment

1 unchanged sentence

Furniture and fixtures

Capitalized software

Construction in progress

4 unchanged sentences

Property and equipment, net

Depreciation expense was $ 447,000 and $ 142,000 for the three months ended March 31, 2025 and 2024, respectively.

Depreciation of $ 427,000 and $ 20,000 was recorded within cost of sales and sales, general and administrative expenses, respectively, for the three months ended March 31, 2025.

Depreciation of $ 122,000 and $ 20,000 was recorded within cost of sales and sales, general and administrative expenses, respectively, for the three months ended March 31, 2024.

Depreciation expense was $ 460,000 and $ 436,000 for the three months ended September 30, 2025 and 2024, respectively.

Depreciation of $ 442,000 and $ 18,000 was recorded within cost of sales and sales, general and administrative expenses, respectively, for the three months ended September 30, 2025.

Depreciation of $ 408,000 and $ 28,000 was recorded within cost of sales and sales, general and administrative expenses, respectively, for the three months ended September 30, 2024.

Goodwill and Other Intangible Assets.

The following table summarizes the changes in goodwill:

Balance as of December 31, 2024

Measurement period adjustment

Balance as of June 30, 2025

Other - Foreign currency translation

Balance as of March 31, 2025

During the three months ended March 31, 2025, the Company recorded a measurement period adjustment which increased goodwill by $ 145,000 .

Other intangible assets and related amortization are as follows at March 31, 2025:

Balance as of September 30, 2025

Other intangible assets and related amortization are as follows:

September 30, 2025

June 30, 2025

Customer relationships

For the three months ended March 31, 2025 and 2024, amortization of intangible assets expensed to operations was $ 381,000 and $ 158,000 , respectively.

The weighted average remaining amortization period for intangible assets as of March 31, 2025 is approximately 10.9 years.

Remaining estimated annual amortization expense is as follows for the years ended June 30:

For each of the three months ended September 30, 2025 and 2024, amortization of intangible assets expensed to operations was $ 381,000 .

The weighted average remaining amortization period for intangible assets as of September 30, 2025 and June 30, 2025 is approximately 10.4 years and 10.6 years, respectively.

Remaining estimated annual amortization expense is as follows for the fiscal years ended June 30:

Remainder of 2026

1 unchanged sentence

The components of debt consisted of the following at:

March 31, 2025

December 31, 2024

Credit Agreement - term loan

September 30, 2025

June 30, 2025

Amended Credit Agreement - term loan

Notes payable

Credit Agreement - revolving credit facility

Amended Credit Agreement - revolving credit facility

Paid in-kind interest (PIK)

6 unchanged sentences

Long-term debt, net of current maturities

To finance the Acquisition, the Company entered into a revolving credit and term loan agreement (the “Credit Agreement”), with Tulp 24.1 as the borrower (the “Borrower”) for a $ 18,000,000 term loan and a $ 6,000,000 revolving credit facility.

On October 16, 2024, the Company amended the credit agreement (Amended Credit Agreement) to, among other things, temporarily increase the borrowing capacity under the revolving credit facility to $ 8,000,000 until March 31, 2025.

To finance the acquisition of Bloomia the Company entered into a revolving credit and term loan agreement (the “Credit Agreement”), with Tulp 24.1 as the borrower (the “Borrower”) for a $ 18,000,000 term loan and a $ 6,000,000 revolving credit facility.

The Company pays $ 450,000 of principal term loan payments quarterly.

On October 16, 2024, the Company entered into a First Amendment to Credit Agreement to, among other things, temporarily increase the borrowing capacity under the revolving credit facility to $ 8,000,000 until March 31, 2205.

On September 15, 2025, the Company, as parent guarantor, entered into a Second Amendment to Credit Agreement (the Credit Agreement, as amended by the First Amendment to Credit Agreement and the Second Amendment to Credit Agreement, the “Amended Credit Agreement”), together with its direct and indirect subsidiaries Tulp 24.1, LLC, as borrower, and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips USA, LLC, as guarantors, with Associated Bank, N.A., a national banking association.

Under the Amended Credit Agreement, among other things, the revolving facility capacity was temporarily increased from $ 6,000,000 to $ 10,000,000 and the definition of eligible inventory will continue to include inventory in the Netherlands, in each case until April 30, 2026.

Additionally, the senior cash flow leverage ratio covenant levels were revised.

Commencing September 30, 2025, the interest rate for all loans under the facility will be based on a term SOFR rate for an interest period selected by the Company plus an applicable margin, with a range from 3.00 % to 4.00 % based on the Company’s cash flow leverage ratio.

As of September 30, 2025, the Company had an outstanding balance of $ 8,575,000 under the revolving facility.

The revolving credit facility may be used by the Company for general business purposes and working capital, subject to availability under a borrowing base consisting of 80 % of eligible accounts receivable and generally 50 % of eligible inventory.

The Credit Agreement requires Bloomia , among other things.

to maintain a maximum senior cash flow leverage ratio of 3.75 to 1.0 as of March 31, 2025.

Due to the shift in the Easter holiday from March 2024 to April 2025, the holiday sales were excluded from the ratio calculation as of March 31, 2025, and the Company was in breach.

The lender waived the breach as of March 31, 2025, with no financial impact.

As part of the financing of the acquisition, the Company entered into notes payable with the sellers.

4 unchanged sentences

Interest that is payable “in-kind” is added to the aggregate principal amount on the applicable interest payment date.

Additionally, the Company entered into short-term notes payable with the sellers.

The short-term notes payable of $ 2,700,000 were paid in full as of June 30, 2024.

As of March 31, 2025 and December 31, 2024, there were $ 385,000 of debt issuance costs related to the term loan, net of amortization of $ 93,000 and $ 73,000 , respectively, which have been presented as a direct deduction from long-term debt in the accompanying condensed consolidated balance sheet.

As of March 31, 2025 and December 31, 2024, there were $ 128,000 of deferred financing costs related to the revolving credit facility, net of amortization of $ 28,000 and $ 22,000 , respectively, which have been presented within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

The Company incurred $ 446,000 and $ 212,000 of interest expense on the term loans and revolving facility in the three months ended March 31, 2025 and 2024, respectively.

In addition, the Company incurred non-cash paid-in-kind interest of $ 404,000 and $ 125,000 on the seller notes facility in the three months ended March 31, 2025 and 2024, respectively.

Term loan, revolving credit facility and paid-in-kind interest are included in interest expense, net on the condensed consolidated statements of operations and comprehensive income (loss).

The combined aggregate maturities for the fiscal years following March 31, 2025 are as follows:

As of September 30, 2025 and June 30, 2025, there were $ 385,000 of debt issuance costs related to the term loan, net of amortization of $ 133,000 and $ 113,000 , respectively, which have been presented as a direct deduction from long-term debt in the accompanying condensed consolidated balance sheets.

As of September 30, 2025 and June 30, 2025, there were $ 128,000 of deferred financing costs related to the revolving credit facility, net of amortization of $ 41,000 and $ 35,000 , respectively, which have been presented within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

The Company incurred $ 319,000 and $ 419,000 of interest expense on the term loans and revolving facility in the three months ended September 30, 2025 and 2024, respectively.

In addition, the Company incurred non-cash paid-in-kind interest of $ 394,000 and $ 392,000 on the seller notes facility in the three months ended September 30, 2025 and 2024, respectively.

Term loan, revolving credit facility and paid-in-kind interest are included in interest expense, net on the condensed consolidated statements of operations and comprehensive loss.

The combined aggregate maturities for the fiscal years ended June 30 are as follows:

Remainder of 2026

Related Party Note Payable

Related Party Notes Payable

On August 15, 2024, and as amended on September 27, 2024 and January 15, 2025, the Company entered into an unsecured Delayed Draw Term Note (the “2024 Note”) with Air T Inc.

(Air T) pursuant to which Air T has agreed to advance from time to time until August 15, 2026, but not on a revolving basis, up to $ 3.75 million to fund the Company’s operations.

(“Air T”) pursuant to which Air T has agreed to advance from time to time until August 15, 2026, but not on a revolving basis, up to $ 3,750,000 to fund the Company’s operations.

The 2024 Note remains scheduled to mature, and all principal and accrued but unpaid interest will become due on August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026.

1 unchanged sentence

Amounts outstanding under the 2024 Note bear interest at a fixed rate of 8.0 %, which may be increased by 3.0 % upon certain events of default, and the interest accrued and deferred until the maturity date.

As of March 31, 2025 and December 31, 2024, the Company had $ 3,350,000 and $ 3,500,000 , respectively, principal outstanding under the Note.

Interest expense incurred during the three months ended March 31, 2025 and 2024 was $ 73,000 and $ 0 , respectively, which is included in noncash paid in-kind interest expense on the condensed consolidated statement of cash flows.

The Note is included total current liabilities on the condensed consolidated balance sheet as of March 31, 2025.

As of September 30, 2025 and June 30, 2025, the Company had $ 2,150,000 and $ 3,350,000 , respectively, principal outstanding under the 2024 Note.

Interest expense incurred during the three months ended September 30, 2025 and 2024 was $ 48,000 and $ 8,000 , respectively, which is included in noncash paid in-kind interest expense on the condensed consolidated statements of cash flows.

The 2024 Note is included total current liabilities on the condensed consolidated balance sheets as of September 30, 2025 and June 30, 2025.

On September 15, 2025, the Company entered into unsecured Promissory Notes (collectively, the “2025 Notes”) with Air T, AO Partners I, L.P.

(“AO Partners Fund”), and Gary S.

Kohler (“Kohler,” and, together with Air T and AO Partners Fund, the “Note Lenders”), pursuant to which the Note Lenders have agreed to lend to the Company a total of $ 4,000,000 , in the amounts of $ 1,100,156 , $ 1,699,844 , and $ 1,200,000 , respectively.

Kohler is Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which, according to Schedule 13G filed with the SEC on October 15, 2025, beneficially owned approximately 8.9 % of our outstanding Common Stock as of September 23, 2025.

Amounts outstanding on the 2025 Notes are included in total noncurrent liabilities on the condensed consolidated balance sheets as of September 30, 2025.

Proceeds from the 2025 Notes are expected to be used to fund operations of the Bloomia business.

Amounts outstanding under the 2025 Notes bear interest at a fixed rate of 13.5 % per year.

Interest expense incurred during the three months ended September 30, 2025 was $ 23,000 , which is included in noncash paid in-kind interest expense on the condensed consolidated statements of cash flows.

The 2025 Notes are scheduled to mature and all principal and accrued but unpaid interest will become due on June 1, 2027.

The 2025 Notes restrict the Company’s ability to obtain additional indebtedness, either directly or through its subsidiaries, other than existing indebtedness and usual and customary indebtedness incurred in the operation of the Company’s business, which restriction may be waived by the Note Lenders holding a majority interest in the 2025 Notes.

No closing or origination fees are being paid to any Note Lender.

The Company is party to leasing contracts in which the Company is the lessee.

6 unchanged sentences

The weighted average remaining lease term and weighted average discount rate were as follows at:

March 31, 2025

December 31, 2024

September 30, 2025

June 30, 2025

Weighted average remaining lease term (years)

4 unchanged sentences

Operating leases

The components of lease expense from continuing operations are as follows within our condensed consolidated statements of operations and comprehensive income (loss):

The components of lease expense from continuing operations are as follows within our condensed consolidated statements of operations and comprehensive loss:

Three Months Ended

March 31, 2025

March 31, 2024

September 30, 2025

September 30, 2024

Operating lease expense:

Operating lease cost

Short-term variable lease cost

Short-term and variable lease cost

Finance lease expense:

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Three Months Ended

March 31, 2025

March 31, 2024

September 30, 2025

September 30, 2024

Operating cash flows from operating leases

3 unchanged sentences

Leased assets obtained in exchange for finance lease liabilities

As of March 31, 2025, the maturities of the operating and finance lease liabilities for the fiscal years following March 31, 2025 are as follows:

The maturities of the operating and finance lease liabilities for the fiscal years ended June 30 are as follows:

Operating Leases

6 unchanged sentences

Income Taxes.

For the three months ended March 31, 2025, the Company recorded income tax expense of 20.2 % on income from continuing operations.

For the three months ended March 31, 2024, the Company recorded an income tax benefit of 18.9 % on loss from continuing operations.

For the three months ended March 31, 2025, the rate differs from the federal statutory rate of 21 % due to state taxes of 7.3 %, adjustments from prior year of ( 3.9 )%, and other permanent items of ( 4.2 )%.

For the three months ended March 31, 2024, the rate differs from the federal statutory rate of 21 % due to state taxes of 4.7 %, valuation allowance change of 17.6 %, and nondeductible transaction costs and other permanent items of ( 24.4 )%.

For the three months ended March 31, 2025 and 2024, the Company recorded income tax expense of $ 156,000 and an income tax benefit of $ 347,000 on the income (loss) from continuing operations before income taxes, respectively.

During the three months ended March 31, 2024, the Company established deferred tax liabilities related to the Acquisition in the majority ownership of Bloomia.

The Company anticipates that the deferred tax liabilities will result in future taxable income that will allow for the realization of the federal deferred tax assets.

As of March 31, 2025, and December 31, 2024, the Company has recorded a liability of $ 35,000 for uncertain tax position taken on tax returns in previous years.

The amount of the unrecognized tax benefits, if recognized, that would affect the effective income tax rates of future periods is $ 35,000 .

As of March 31, 2025, the Company has recorded an income tax receivable of $ 105,000 included in prepaids and other current assets on the condensed consolidated balance sheet.

Net Income (Loss) per Share.

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding and excludes any dilutive effects of stock options and restricted stock units and awards.

Diluted net income (loss) per share gives effect to all diluted potential common shares outstanding during the year.

In determining diluted net income (loss) per share, the Company considers whether the result of the incremental shares would be antidilutive.

During the three months ended March 31, 2025, the Company did not have potentially dilutive securities.

During the three months ended March 31, 2024, the Company was in a net loss position and the result of the potentially dilutive securities was determined to be antidilutive and therefore, no incremental shares are included in the per share calculation.

At March 31, 2025, no options were outstanding.

At March 31, 2024, options to purchase 1,463 shares of common stock with a weighted average exercise price of $ 15.54 were outstanding and determined to be antidilutive.

Weighted average common shares outstanding for the three months ended March 31, 2025 and 2024 were as follows:

For the three months ended September 30, 2025 and 2024, the Company recorded an income tax benefit of $ 721,000 and $ 736,000 on the loss from continuing operations before income taxes, respectively.

For the three months ended September 30, 2025, the Company recorded income tax benefit of 17.6 % on loss from continuing operations.

For the three months ended September 30, 2025, the rate differs from the federal statutory rate of 21 % due to state taxes, foreign taxes, and other permanent items.

For the three months ended September 30, 2024, the Company recorded an income tax benefit of 33.5 % on loss from continuing operations.

For the three months ended September 30, 2024, the rate differs from the federal statutory rate of 21 % due to state taxes, valuation allowance change, nondeductible transaction costs, and other permanent items.

Net Loss per Share.

Basic net loss per share is computed by dividing net loss by the weighted average shares outstanding and excludes any dilutive effects of stock options and restricted stock units and awards.

Diluted net loss per share gives effect to all diluted potential common shares outstanding during the year.

In determining diluted net loss per share, the Company considers whether the result of the incremental shares would be antidilutive.

During the three months ended September 30, 2025 and 2024, the Company was in a net loss position and the result of the potentially dilutive securities was determined to be antidilutive and therefore, no incremental shares are included in the per share calculations.

Weighted average common shares outstanding for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended

Denominator for basic net income (loss) per share - weighted average shares

Effect of dilutive securities:

Stock options and restricted stock units

Denominator for diluted net income (loss) per share - weighted average shares

September 30,

Denominator for basic net loss per share - weighted average shares

Effect of dilutive equity awards

Denominator for diluted net loss per share - weighted average shares

Commitments and Contingencies.

2 unchanged sentences

In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings.

As of March 31, 2025, the Company was not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or liquidity.

As of September 30, 2025, the Company was not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or liquidity.

Purchase Obligation.

4 unchanged sentences

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-Q

Item 1. Financial Statements