What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2026-02-13 · 155 added, 125 removed, 349 unchanged (45% of the section changed)

4 unchanged sentences

Values are rounded to the nearest thousand dollars and thousand shares

December 31, 2025

March 31, 2026

June 30, 2025

32 unchanged sentences

Common stock, par value $ 0.01 :

Authorized shares - 10,000,000 at December 31, 2025 and 5,714,000 at June 30, 2025

Issued and outstanding shares - 1,773,000 at December 31, 2025 and 1,770,000 at June 30, 2025

Authorized shares - 10,000,000 at March 31, 2026 and 5,714,000 at June 30, 2025

Issued and outstanding shares - 1,773,000 at March 31, 2026 and 1,770,000 at June 30, 2025

Additional paid-in capital

10 unchanged sentences

and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

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

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of goods sold

Gross profit (loss)

Sales, general and administrative expenses

Operating loss

( 2,289,000 )

( 3,887,000 )

Operating (loss) profit

( 5,352,000 )

2 unchanged sentences

Interest expense, net

Other income, net

Loss from continuing operations before income taxes

( 3,325,000 )

( 4,404,000 )

( 7,411,000 )

( 6,598,000 )

Income tax benefit

Other expense (income), net

(Loss) income from continuing operations before income taxes

( 1,158,000 )

1 unchanged sentence

( 5,825,000 )

Net loss from continuing operations

Income tax (benefit) expense

( 1,787,000 )

( 1,625,000 )

Net (loss) income from continuing operations

( 6,782,000 )

1 unchanged sentence

Income from discontinued operations, net of tax

Net loss including noncontrolling interest

( 2,664,000 )

( 3,337,000 )

( 6,029,000 )

( 4,729,000 )

Net loss attributable to noncontrolling interest

Net loss attributable to Bloomia Holdings, Inc.

( 2,276,000 )

Net (loss) income including noncontrolling interest

( 6,782,000 )

( 4,102,000 )

Net income (loss) attributable to noncontrolling interest

Net (loss) income attributable to Bloomia Holdings, Inc.

( 5,895,000 )

Other comprehensive income (loss) (foreign currency translation)

Comprehensive income (loss) attributable to noncontrolling interest

Comprehensive loss attributable to Bloomia Holdings, Inc.

( 3,616,000 )

Other comprehensive (loss) income (foreign currency translation)

Comprehensive (loss) income attributable to noncontrolling interest

Comprehensive (loss) income attributable to Bloomia Holdings, Inc.

( 1,066,000 )

1 unchanged sentence

( 3,644,000 )

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

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

Continuing operations

1 unchanged sentence

Basic and diluted earnings per share

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

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

Basic and diluted

26 unchanged sentences

( 10,038,000 )

Value of stock-based compensation

Net (loss) income

Other comprehensive loss

BALANCE AT MARCH 31, 2026

( 10,803,000 )

BALANCE JUNE 30, 2024

14 unchanged sentences

( 6,404,000 )

Value of stock-based compensation

Other comprehensive income

BALANCE AT MARCH 31, 2025

( 5,955,000 )

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

Values are rounded to the nearest thousand dollars (Unaudited)

Six Months Ended December 31,

Nine Months Ended March 31,

Operating Activities

28 unchanged sentences

Repayments of term loan

( 1,350,000 )

Repayments of related party note

( 1,200,000 )

Repayments of revolving debt

( 1,961,000 )

Repayments of long-term debt

3 unchanged sentences

Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

25 unchanged sentences

by filing an amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware.

The name change became effective on January 28, 2026.

As a result of the name change, effective February 2, 2026, the Company’s common stock, par value $ 0.01 per share, ceased trading on the Nasdaq Capital Market under the name Lendway, Inc.

3 unchanged sentences

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 December 31, 2025 represent the second quarter of the fiscal year ending June 30, 2026 (“fiscal year 2026”).

As a result, the three months ended March 31, 2026 represent the third quarter of the fiscal year ending June 30, 2026 (“fiscal year 2026”).

Basis of Presentation.

5 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 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”).

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 six-month period 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.

7 unchanged sentences

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 December 31, 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 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, 2026 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.

7 unchanged sentences

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

In July 2025, the FASB issued ASU 2025-05 that amends ASC 326, Financial Instruments – Credit Losses:

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The guidance provides a practical expedient that permits an entity to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606 by assuming current economic conditions as of the balance sheet date do not change over the remaining life of the asset.

The amendments in ASU 2025-05 are effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively.

The Company adopted ASU 2025-05 prospectively during the three months ended March 31, 2026 and elected the practical expedient.

The adoption did not have a material impact on the Company’s condensed consolidated financial statements.

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 $ 45,000 and $ 122,000 at December 31, 2025 and June 30, 2025, respectively.

The allowance for credit losses was $ 25,000 and $ 122,000 at March 31, 2026 and June 30, 2025, respectively.

The change in allowance was primarily due to write-offs of uncollectible invoices of $ 54,000 that had previously been reserved.

4 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 loss.

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

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 December 31, 2025 and June 30, 2025, the Company had paid $ 836,000 and $ 887,000 , respectively, for bulbs to be received in fiscal year 2026.

The balance in prepaid expenses and other current assets also includes $ 814,000 of ex-force bulbs as of December 31, 2025.

As of March 31, 2026 and June 30, 2025, the Company had paid $ 1,046,000 and $ 887,000 , respectively, for bulbs to be received in fiscal year 2026.

The balance in prepaid expenses and other current assets also includes $ 797,000 of ex-force bulbs as of March 31, 2026.

As of June 30, 2025, these 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:

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

Three Months Ended

Six Months Ended

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

During the six months ended December 31, 2025, revenue from these three customers in the aggregate represented approximately 60 % of total revenue.

As of December 31, 2025, these customers accounted for approximately 15 % of accounts receivable, net.

Nine Months Ended

During the three and nine months ended March 31, 2026, the Company had four and three customers, respectively, that accounted for 10% or more of the total revenues.

During the nine months ended March 31, 2026, revenue from these three customers in the aggregate represented approximately 52 % of total revenue.

As of March 31, 2026, these three customers accounted for approximately 43 % of accounts receivable, net.

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

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

4 unchanged sentences

Inventories consisted of the following at:

December 31, 2025

March 31, 2026

June 30, 2025

4 unchanged sentences

Property and equipment, net consisted of the following at:

December 31, 2025

March 31, 2026

June 30, 2025

9 unchanged sentences

Property and equipment, net

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

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

Three Months Ended

Six Months Ended

Nine Months Ended

Depreciation in cost of goods sold

4 unchanged sentences

Other - Foreign currency translation

Balance as of December 31, 2025

Balance as of March 31, 2026

Other intangible assets and related amortization are as follows:

December 31, 2025

March 31, 2026

June 30, 2025

Customer relationships

For each of the three months ended December 31, 2025 and 2024, amortization of intangible assets expensed to operations was $ 382,000 .

For each of the six months ended December 31, 2025 and 2024, amortization of intangible assets expensed to operations was $ 763,000 .

The weighted average remaining amortization period for intangible assets as of December 31, 2025 and June 30, 2025 is approximately 10.1 years and 10.6 years, respectively.

For each of the three months ended March 31, 2026 and 2025, amortization of intangible assets expensed to operations was $ 381,000 .

For each of the nine months ended March 31, 2026 and 2025, amortization of intangible assets expensed to operations was $ 1,144,000 .

The weighted average remaining amortization period for intangible assets as of March 31, 2026 and June 30, 2025 is approximately 9.9 years and 10.6 years, respectively.

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

2 unchanged sentences

The components of debt consisted of the following at:

December 31, 2025

March 31, 2026

June 30, 2025

10 unchanged sentences

Long-term debt, net of current maturities

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, 2025.

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.

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.

The Company breached the senior cash flow leverage ratio and the fixed charge coverage ratio as of December 31, 2025, and expects to breach as of March 31, 2026.

The Company received a waiver from the lender for both covenants for both periods.

Based on the Company’s current financial projections, we believe the Company will be in compliance with all required covenants as of June 30, 2026, as well as subsequent quarters through the end of the calendar year.

As of December 31, 2025, the Company had an outstanding balance of $ 10,000,000 under the revolving facility.

To finance the acquisition of Bloomia on February 20, 2024, the Company, as parent guarantor, Tulp 24.1 as borrower (“Borrower”) and each of Tulipa Acquisitie Holding B.V., Bloomia B.V., and Fresh Tulips USA, LLC, as guarantors (collectively, the “Company Credit Parties”), entered into a Credit Agreement (the “Credit Agreement”) with Associated Bank, N.A.

(“Lender”) for an $ 18,000,000 term loan and a $ 6,000,000 revolving credit facility.

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

On October 16, 2024, the Company entered into a First Amendment to Credit Agreement which, among other things, temporarily increased the borrowing capacity under the revolving credit facility to $ 8,000,000 until March 31, 2025.

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”), pursuant to which, 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.

Commencing September 30, 2025, the interest rate for all loans under the facility are 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 March 31, 2026, the Company had an outstanding balance of $ 9,986,000 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.

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

Notes payable for $ 12,750,000 have a term of five years with a scheduled maturity date of March 24, 2029.

The notes payable are subject to additional principal payments based on excess cash flow.

The notes payable initially bear interest at 8 % per annum for the first year that increases annually by 2 percentage points.

Interest on loans made under the notes payable is payable “in kind” (“PIK”).

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

As of December 31, 2025 and June 30, 2025, there were $ 385,000 of debt issuance costs related to the term loan, net of amortization of $ 153,000 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 December 31, 2025 and June 30, 2025, there were $ 128,000 of deferred financing costs related to the revolving credit facility, net of amortization of $ 48,000 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 $ 452,000 and $ 771,000 of interest expense on the term loans and revolving credit facility in the three and six months ended December 31, 2025, respectively.

The Company incurred $ 483,000 and $ 902,000 of interest expense on the term loans and revolving credit facility in the three and six months ended December 31, 2024, respectively.

In addition, the Company incurred non-cash paid-in-kind interest of $ 385,000 and $ 779,000 on the seller notes facility in the three and six months ended December 31, 2025, respectively, and $ 403,000 and $ 795,000 on the seller notes facility in the three and six months ended December 31, 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.

As noted above, the temporary increase in the revolving facility capacity under the Credit Agreement from $ 6,000,000 to $ 10,000,000 expired on April 30, 2026, and the outstanding balance of the revolving facility (approximately $ 9,086,000 as of the date of this report) has been in excess of $ 6,000,000 since that date.

As a result, from May 1, 2026 through the date of this report, the Company has been and remains out of compliance with the Credit Agreement as a result of being overdrawn on the revolving facility.

In addition, the Company was in breach of its financial covenants as of December 31, 2025 and March 31, 2026.

T he Company received a waiver from the lender for both covenants for both periods.

Based on the Company’s current financial projections, we believe the Company will be in compliance with all required covenants for at least the next twelve months.

As of March 31, 2026 and June 30, 2025, there were $ 385,000 of debt issuance costs related to the term loan, net of amortization of $ 172,000 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 March 31, 2026 and June 30, 2025, there were $ 128,000 of deferred financing costs related to the revolving credit facility, net of amortization of $ 54,000 and $ 35,000 , respectively, which have been presented within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

As part of the financing of the acquisition of Bloomia, on February 22, 2024, the Company and Bloomia B.V., as guarantors, and Tulp 24.1 and Tulipa Acquisitie Holding B.V., as borrowers (the “Seller Note Borrowers”), entered into a Bridge Loan Agreement with the sellers of Bloomia (“Seller”) in the amount of $ 12,750,000 (the “Seller Note”), which has a maturity date of March 24, 2029.

Payment amounts under the Bridge Loan Agreement are determined based on the excess cash flow of the Seller Note Borrowers.

The Seller Note initially bears interest at 8 % per annum for the first year that increases annually by 2 percentage points.

Interest on the Seller Note is payable “in kind” (“PIK”) and added to the aggregate principal amount on the applicable interest payment date.

The Company incurred $ 491,000 and $ 1,262,000 of interest expense on the term loans and revolving credit facility in the three and nine months ended March 31, 2026, respectively.

The Company incurred $ 446,000 and $ 1,348,000 of interest expense on the term loans and revolving credit facility in the three and nine months ended March 31, 2025, respectively.

In addition, the Company incurred non-cash PIK interest of $ 400,000 and $ 1,179,000 on the Seller Note in the three and nine months ended March 31, 2026, respectively, and $ 404,000 and $ 1,199,000 on the Seller Note in the three and nine months ended March 31, 2025, respectively.

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

On January 19, 2026 and on April 15, 2026, respectively, the Seller Note Borrowers and the Sellers entered into a First Amendment to Bridge Loan Agreement and Second Amendment to Bridge Loan Agreement (collectively, the “Seller Note Amendments”).

The Bridge Loan Amendments provide, among other things, that the Seller Note Borrowers have the right to prepay the Seller Note in full at a discount in the aggregate amount of $ 7,330,000 (the “Discounted Prepayment Amount”) at any time prior to May 27, 2026 (the “Discounted Prepayment”).

In order to be eligible for the Discounted Prepayment, the Company was required to (i) make an initial payment of at least $ 4,800,000 towards the Discounted Prepayment Amount by April 15, 2026 and (ii) release the Sellers from any and all (potential or actual) liability in respect of (a) the Warranties (as defined in the Share Purchase Agreement dated February 21, 2024 (the “SPA”) between the Seller Note Borrowers and the Seller) as well as (b) the Indemnities (as defined in the SPA) specified in Clause 11.1 of the SPA, in each case to the extent such liabilities remain outstanding as of April 15, 2026 (collectively, the “Release of Claims”).

The Company made a payment of $ 4,900,000 on April 15, 2026.

The remaining $ 2,430,000 of the Discounted Prepayment Amount not paid by April 15, 2026 shall accrue interest at the rate of 12 % per annum.

If the Company does not pay the remaining balance of the Discounted Prepayment Balance and all accrued and unpaid interest in full on or before May 27, 2026, then the total remaining outstanding balance of the Bridge Loan shall be revised to equal an amount (the “Reduced Balance”) calculated as (x) $ 15,097,053 , multiplied by (y) a ratio calculated as (i) the remaining balance of the Discounted Prepayment Amount not paid by May 27, 2026, divided by (ii) the Discounted Prepayment Amount.

Any such remaining balance shall accrued interest commencing effective as of April 16, 2026 and otherwise be payable in accordance with the original terms of the Seller Note.

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

2 unchanged sentences

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 $ 3,750,000 to fund the Company’s operations.

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

In January 2026, the 2024 Note was amended to allow for borrowing on a revolving basis.

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.

The 2024 Note had a maturity date of August 15, 2029, subject to Air T’s right to demand payment on or after February 15, 2026.

beneficially owns greater than 10 % of our outstanding common stock and is a member of a group of stockholders that collectively owns approximately 40 % of our outstanding common stock.

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 December 31, 2025 and June 30, 2025, the Company had $ 2,150,000 and $ 3,350,000 , respectively, of principal outstanding and $ 301,000 and $ 209,000 , respectively, of paid-in-kind interest outstanding under the 2024 Note.

The 2024 Note is included total current liabilities on the condensed consolidated balance sheets as of December 31, 2025 and June 30, 2025.

Amounts outstanding under the 2024 Note bore interest at a fixed rate of 8.0 %, subject to a 3.0 % increase upon certain events of default, payable on the maturity date.

As of March 31, 2026 and June 30, 2025, the Company had $ 2,500,000 and $ 3,350,000 , respectively, of principal outstanding and $ 348,000 and $ 209,000 , respectively, of paid-in-kind interest outstanding under the 2024 Note.

The 2024 Note is included total current liabilities on the condensed consolidated balance sheets as of March 31, 2026 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.

The $ 4,000,000 principal and $ 161,000 of accrued interest are included in total noncurrent liabilities on the condensed consolidated balance sheets as of December 31, 2025.

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.

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.

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.

Interest expense incurred related to both the 2024 Note and 2025 Notes was $ 182,000 and $ 253,000 during the three and six months ended December 31, 2025, respectively.

Interest expense incurred related to the 2024 Note was $ 61,000 and $69,000 during the three and six months ended December 31, 2024.

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

The $ 4,000,000 principal and $ 288,000 of accrued interest are included in total noncurrent liabilities on the condensed consolidated balance sheets as of March 31, 2026.

Kohler is Chief Investment Officer and Portfolio Manager of BCCM Advisors, LLC, which, beneficially owned approximately 9 % of our outstanding common stock as of February 16, 2026.

Proceeds from the 2025 Notes were used to fund operations of the Bloomia business.

Amounts outstanding under the 2025 Notes bore interest at a fixed rate of 13.5 % per year payable at the scheduled maturity date of June 1, 2027.

The 2025 Notes restricted 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 restrictions could be waived by the Note Lenders holding a majority interest in the 2025 Notes.

No closing or origination fees were paid to any Note Lender.

Interest expense incurred related to both the 2024 Note and 2025 Notes was $ 174,000 and $ 428,000 during the three and nine months ended March 31, 2026, respectively.

Interest expense incurred related to the 2024 Note was $ 73,000 and $ 142,000 during the three and nine months ended March 31, 2025.

Interest expense incurred related to both the 2024 Note and 2025 Notes was included in noncash paid in-kind interest expense on the condensed consolidated statements of cash flows.

On April 1, 2026, in connection with the Company’s previously disclosed rights offering, the principal and accrued interest for the related party notes, including the 2024 Note and the 2025 Notes, were converted into shares of common stock pursuant to the terms of the rights offering.

As a result, as of April 1, 2026 the Company has no related party notes or interest outstanding.

On April 13, 2026, the Company entered into an unsecured Promissory Note (the “2026 Note”) with Kohler, pursuant to which the Kohler loaned the Company the principal amount of $ 1,000,000 .

Proceeds from the 2026 Note were used towards the initial payment towards the Discounted Prepayment Amount as described in Note 6 to these condensed consolidated financial statements.

The principal amount of the 2026 Note bears interest at a fixed rate of 11.5 % per annum, which increases to 14.5 % if there is an event of default under the 2026 Note (with the 2026 Note containing customary events of default for a promissory note of this type).

The 2026 Note is scheduled to mature on March 31, 2029, at which time all principal and accrued and unpaid interest is due and payable in full.

The Company has the right to prepay the 2026 Note in whole or in part at any time without penalty.

Amounts paid or prepaid under the 2026 Note may not be reborrowed by the Company.

No closing or origination fees were paid in connection with the 2026 Note.

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

10 unchanged sentences

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

December 31, 2025

March 31, 2026

June 30, 2025

5 unchanged sentences

Operating leases

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

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

Three Months Ended

Six Months Ended

Nine Months Ended

Operating lease expense:

6 unchanged sentences

Supplemental cash flow information related to leases where the Company is the lessee is as follows:

Six Months Ended

Nine Months Ended

Operating cash flows from operating leases

12 unchanged sentences

Income Taxes.

Income tax benefit and the effective tax rates were as follows:

Income tax (benefit) expense and the effective tax rates were as follows:

Three Months Ended

Six Months Ended

Income tax benefit

( 1,045,000 )

Nine Months Ended

Income tax (benefit) expense

( 1,787,000 )

1 unchanged sentence

Effective income tax rate

For the three and six months ended December 31, 2025, the rate differs from the federal statutory rate of 21 % due to state taxes, foreign taxes, and other permanent items.

For the three and six months ended December 31, 2024, the rate differs from the federal statutory rate of 21 % due to state and foreign 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 and six months ended December 31, 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 and six months ended December 31, 2025 and 2024 were as follows:

For the three and nine months ended March 31, 2026, the rate differs from the federal statutory rate of 21 % due to state taxes, foreign taxes, and other permanent items.

For the three and nine months ended March 31, 2025, the rate differs from the federal statutory rate of 21 % due to state and foreign taxes, valuation allowance change, nondeductible transaction costs, adjustments from prior year, and other permanent items.

Net (Loss) Income per Share.

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

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

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

During the three and nine months ended March 31, 2026, 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.

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

During the nine months ended March 31, 2025, 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.

Weighted average common shares outstanding for the three and nine months ended March 31, 2026 and 2025 were as follows:

Three Months Ended

Six Months Ended

Denominator for basic net loss per share - weighted average shares

Nine Months Ended

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

Effect of dilutive equity awards

Denominator for diluted net loss per share - weighted average shares

Denominator for diluted net (loss) income 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 December 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 March 31, 2026, 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.

1 unchanged sentence

In addition, the Company entered into a separate agreement with the same party to supply tulips to that party over a three-year period for a total of $ 360,000 .

The Company will be paid in three sums of $ 120,000 beginning on March 1, 2026, with the final payment to be received on March 1, 2028.

Forward Currency Contract.

On November 25, 2025, the Company entered into a foreign currency forward contract to manage exposure to changes in the Euro exchange rate on forecasted transactions denominated in Euro.

The contract is not designated as a hedging instrument under ASC 815 Derivatives and Hedging , and the change in fair value is recognized in earnings.

The contract is to purchase € 400,000 between February 2, 2026 and March 31, 2026 at a rate of $ 1.1711 .The fair value of the forward contract was a $ 4,000 asset at December 31, 2025, and is included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

The gain recognized in Other expense (income) within the condensed consolidated statements of operations and comprehensive loss related to this contract for the three and six months ended December 31, 2025 was $ 4,000 .

Additionally, on January 12 and February 2, 2026, the Company entered into foreign currency contracts to purchase € 500,000 for $ 596,000 and € 1,000,000 for $ 1,201,000 , respectively, between September 1, 2026 and September 30, 2026.

The Company will be paid in three annual installments of $ 120,000 beginning on March 1, 2026, with the final payment to be received on March 1, 2028.

As of March 31, 2026, the first $ 120,000 of these payments is included in accounts receivable on the condensed consolidated balance sheet.

Forward Currency Contracts.

The Company enters into foreign currency forward contracts to manage exposure to changes in the Euro exchange rate on forecasted transactions denominated in Euro.

The contracts are not designated as hedging instruments under ASC 815 Derivatives and Hedging , and the changes in fair value are recognized in earnings.

On January 12, February 2, and March 9, 2026, the Company entered into foreign currency contracts to purchase € 500,000 , € 1,000,000 , and € 1,000,000 , respectively, for $ 596,000 , $ 1,201,000 , and $ 1,178,000 , respectively, between September 1, 2026 and September 30, 2026.

The purpose of these contracts is to manage exposure to changes in the Euro exchange rate on forecasted bulb purchases denominated in Euro.

The Company also entered into a forward foreign currency contract to purchase € 500,000 for $ 587,000 between May 4, 2026 and May 29, 2026.

The purpose of the contract is to manage exposure to changes in the Euro exchange rate on forecasted import stem purchases denominated in Euro.

As of March 31, 2026, the Company had a liability of $ 51,000 related to these foreign currency contracts included in accrued expenses and other current liabilities on the condensed consolidated balance sheet.

Other than these obligations, the Company has not had any material service or supply agreements that obligate the Company to make payments to vendors for an extended period of time.

Subsequent Events.

The Company evaluated subsequent events from the balance sheet date as of March 31, 2026 through the date the condensed consolidated financial statements were issued.

As previously disclosed, the Company completed a rights offering that commenced in February 2026 and expired on April 1, 2026.

In connection with the rights offering, the Company distributed non-transferable subscription rights to stockholders of record as of February 16, 2026.

Each eligible stockholder was entitled to subscribe for additional shares of the Company’s common stock in proportion to their existing ownership, and was granted an over-subscription privilege, subject to availability and proration.

The Company received gross proceeds from the rights offering of $ 12,100,000 , of which approximately $ 5,000,000 was cash and $ 7,100,000 was conversion of outstanding debt.

The rights offering resulted in an aggregate of approximately 3,000,000 shares of the Company’s common stock being issued to participants in the rights offering at a price of $ 4.05 per share.

In connection with the Company’s rights offering, the principal and accrued interest for the related party notes, including the 2024 Note and the 2025 Notes, were converted into shares of common stock pursuant to the terms of the rights offering.

As a result, as of April 1, 2026 the Company has no related party notes or interest outstanding.

See Note 7 in the condensed consolidated financial statements.

The Company used the net cash proceeds from the rights offering primarily to make a $ 4,900,000 initial payment towards the Discounted Prepayment Amount under the Seller Note.

See Note 6 in the condensed consolidated financial statements.

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