AIRWA INC. 10-Q

ITEM 1A: RISK FACTORS For information regarding the risk factors that could affect the Company’s business, results of operations, financial condition, and liquidity, see the information under Part I, Item 1A. “Risk Factors” in the Form 10-K which is accessible on the SEC’s website at www.sec.gov. Except as set forth below, there have been no material changes to the risk factors previously disclosed in the Form 10-K. We have received a deficiency notice from Nasdaq relating to our failure to timely file periodic reports, and our failure to maintain compliance with Nasdaq listing requirements could result in delisting of our common stock. On August 24, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq, indicating that the Company’s failure to file its Annual Report on Form 10-K for the period ended April 30, 2026 (the “Filing”), violated Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”). The delay resulted from the fact that, following a significant acquisition, it had proven more time-consuming than anticipated to consolidate the financial results of the acquired business with the Company’s own. The Company had 60 calendar days to submit a plan to regain compliance and if the plan was accepted, Nasdaq could grant an exception of up to 180 calendar days from the Filing’s due date, or until January 25, 2027, to regain compliance. The Company made the Filing before the October 23, 2026, deadline for submission of the plan and expects to regain compliance with Nasdaq’s listing requirements as a result. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with the Rule, and maintain compliance with other Nasdaq listing requirements. If we fail to meet any of the continued listing requirements, Nasdaq could initiate delisting procedures, which could result in our common stock being delisted from the Nasdaq Capital Market. Delisting could adversely affect the liquidity and market price of our common stock, our ability to raise capital, and investor confidence in the Company. ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3: DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.