MOVING iMAGE TECHNOLOGIES INC.

NOTE** 1 —** BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Organization: Moving iMage Technologies, Inc., a Delaware corporation, together with its wholly owned subsidiaries unless the context indicates otherwise, the (“Company”) was incorporated in* June 2020.*The Company, through its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”) and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”), designs, integrates, installs and distributes proprietary and custom designed equipment as well as off the shelf cinema products needed for contemporary cinema requirements. The Company also offers single source solutions for cinema design, procurement, installation and service to the creative and production communities for screening, digital intermediate and other critical viewing rooms. Additionally, the Company offers a wide range of technical, design and consulting services such as custom engineering, systems design, integration and installation, and digital technology, as well as software solutions for operations enhancement and theatre management. The Company also provides turnkey furniture, fixture and equipment services to commercial cinema exhibitors for new construction and remodels including design, consulting, installation and project management as well as procurement of seats, lighting, acoustical treatments, screens, projection and sound.

Moving iMage Acquisition Co. (DBA “Caddy Products”) designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries.

Impact of the COVID-19 Pandemic: The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact on our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, butnot limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

Through2020 and2022 the theaters reopened as soon as local restrictions, and the status of the COVID-19 pandemic would allow. As of* June 30, 2025*, a large majority of domestic and international theaters were open. The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on the Company’s current estimates of recovery, it believes it has, and will generate, sufficient cash to sustain operations at least12 months from the issuance of these financial statements. Nonetheless, the COVID-19 pandemic has had, and continues to have, adverse effects on the Company’s business, results of operations, cash flows and financial condition.

Principles of Consolidation: The consolidated financial statements include the accounts of MiT Inc., its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”), and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA Caddy Products). All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Segment Reporting: An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments* may*be aggregated only to a limited extent. The Company’s CODM reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for the purposes of making operating decisions and assessing financial performance. The Company has determined that it has a single operating and reportable segment.

Assets and LiabilitiesNot* Measured* - In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. For the years ended* June 30, 2024* and* June 30, 2024,there wereno* impairments.

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Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, bad debts, inventory reserves, warranty reserves, purchase price allocation and asset impairments), disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Concentration of Cash: The Company maintains its cash in bank accounts which, at times,* mayexceed federally insured limits. The Company hasnot* experienced any losses in such accounts. Management believes the Company isnot exposed to any significant credit risk on its cash balances.

Cash Equivalents and Marketable Securities: All highly liquid investments with maturities ofthree months or less at the date of purchase are classified as cash equivalents. The Company’s investments in marketable debt securities are carried at either amortized cost or fair value. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that arenot classified as held-to-maturity are carried at fair value and classified as available-for sale. Realized gains and losses on available-for-sale debt securities are included in net income/loss. Unrealized gains and losses, net of tax, on available-for-sale debt securities are recognized in other comprehensive gain/(loss). The Company’s investments in marketable equity securities are classified based on the nature of the securities and their availability for use in current operations. The Company’s marketable equity securities are measured at fair value with gains and losses recognized in other income/(expense), net. The cost of securities sold is determined using the specific identification method.

Accounts Receivable: Accounts receivables are carried at original invoice amount less allowance for credit losses. Management determines the allowance for credit losses by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivables are considered to be past due if any portion of the receivable balance is outstanding for more than90 days past the customer’s granted terms. The Company doesnot charge interest on past-due balances or require collateral on its accounts receivable. As of* June 30, 2025and2024*, the allowance for credit losses is approximately $436,000 and $378,000, respectively.

Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on thefirst-infirst-out cost method of accounting. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which* maycause losses on sales to customers. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its net realizable value. As of June 30, 2025and2024*, inventory on hand was comprised primarily of finished goods ready for sale. As of* June 30, 2025and2024*, the inventory reserve was $1,304,000 and $1,106,000, respectively.

Revenue Recognition: The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic606, Revenue from Contracts with Customers (“ASC606**”).

Revenue is recognized when control of the promised goods is transferred at the point of shipment to a customer and when performance conditions are satisfied as per the agreement, in an amount that reflects the consideration that we expect to receive in exchange for those goods as per the agreement with the customer. We generate all our revenue from agreements with customers. In case there are agreements with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that arenot distinct at agreement inception are combined. We allocate the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition.

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Management considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as an agent. Factors considered include whether the Company is the primary obligor, has risks and rewards of ownership, and bears the risk that a customer* may**not* pay for the products provided or services performed. If there are circumstances where the above criteria arenot met, revenues recognized are presented net of cost of goods sold.

Contract assets consist of conditional or unconditional rights to consideration. Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). Other than accounts receivable, there wereno other contract assets as of* June 30, 2025* or2024.

Contract liabilities consist of refund and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement.

Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, shipping and handling costs, and sales taxes. Taxes collected from customers are included in Accounts Payable on a net basis (excluded from revenues) until remitted to the government.

Deferred contract acquisition costs consist of sales commissions paid to the sales force and the related employer payroll taxes, collectively “deferred contract acquisition costs”, are considered incremental and recoverable costs of obtaining a contract with a customer. Management has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

Revenue from the sale of equipment is recognized upon shipment of such equipment to customers and performance conditions are satisfied.

Revenue from installation is recognized upon completion of installation project and performance obligation is complete.

Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usuallyone year. Services revenues are generally recognized over time as the contracts are performed.

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Returns and Allowances: The Company records allowances for discounts and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends.

Shipping and Handling Costs: Shipping and handling costs are included in the cost of goods sold and are recognized as a period expense during the period in which they are incurred.

Advertising Costs: Advertising costs of approximately $20,000 in2025 and $34,000 for2024 are expensed as incurred within selling and marketing expenses.

Intangible Assets: Intangible assets are reviewed for impairment at least annually, in* June,*or more frequently if a triggering event occurs between impairment testing dates. The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating intangible asset impairment.

In* June 2025and June 2024,the Company conducted its annual intangible asset impairment assessment. As a result, management determinedno* impairment of the Caddy customer relationships intangible assets. Total intangible assets, including trademark, patents and customer relationship, were $0.364 million as of* June 30, 2025* compared to $0.422 million as of* June 30, 2024*.

Intangible assets arising from business combinations, such as customer relationships, trade names, and/or intellectual property, are initially recorded at fair value. The Company amortizes these intangible assets over the determined useful life which generally ranges from 11 to 20 years. The Company reviews its intangible assets for impairment whenever events or circumstances indicate that the carrying amount of an asset* may**not* be fully recoverable.

There wasno intangible asset impairments recognized for the years ended* June 30, 2025*

Business Combinations: The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Income Taxes: The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that arenot considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely thannot that some portion or all of the deferred tax assets willnot be realized.

Product Warranty: The Company’s digital equipment products are sold under various limited warranty arrangements ranging fromone year tothree years. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products for up tothree years, depending on the manufacturers’ individual policies. As of* June 30, 2025and2024*, the Company has established a warranty reserve of $37,000 and $69,000, respectively, which is included in accrued expenses in the accompanying consolidated balance sheets.

The changes in the Company’s aggregate warranty liabilities were as follows for the following periods (in thousands):

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Research and Development: The Company incurs costs to develop new products, as well as improve the appeal and functionality of its existing products. Research and development costs are charged to expense when incurred.

Share-Based Compensation: The Company accounts for share-based payments in accordance with ASC718, Compensation-Stock Compensation. Accordingly, the Company expenses the fair value of awards made under its share-based compensation plans. That cost is recognized in the consolidated financial statements over the requisite service period of the grants.

Recently Adopted Accounting Pronouncements

In* November 2023,the FASB issued Accounting Standard Update, or ASU,2023-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures, or ASU2023-07, which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periodsone or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures. The guidance is this update for fiscal years beginning after* December 15, 2023,and interim periods after December 15, 2024.The Company adopted ASU2023*-07 on* June 30, 2025,which adoption only impacted the Company's segment reporting disclosures. See Note12,* Segment Information, for disclosures related to the adoption of ASU2023-07.

Recently Issued Accounting Pronouncements:

In* November 2024,the FASB issued ASU2023*-3, Disaggregation of Income Statement Expenses. ASU2024-3 requires new financial disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement captions. Additionally, in* January 2025,the FASB issued ASU2025*-01 to clarify the effective date of ASU2024-03. The standard provides guidance to expense disclosures related to the disaggregation of income statement expense captions. Additionally,, in* January 2025,the FASB issued ASU2025*-01 to clarify the effective date of ASU2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes of the financial statements, disclosure of specified information about certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning* December 15, 2026and interim periods within annual reporting beginning after December 15, 2027,*on a retrospective or prospective basis, with early adoption permitted. The Company is assessing the guidance, noting the adoption impacts disclosure only.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic74-0): Improvements to Income Tax Disclosures, which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU2023-09 requires companies to disclose additional information about about income taxes paid. ASU2023-09 will be effective for annual periods beginning* July 1, 2025and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU2023*-09 on its consolidated financial statement.

Other pronouncements issued by the FASB with future effective dates are eithernot applicable ornot significant to the consolidated financial statements of the Company.

NOTE2 — SNDBX AGREEMENTS

On* April**25,* 2023, the Company entered into a Letter Agreement, subject to definitive agreements, with The Five Agency, LLC (“The Five Agency”). The Five Agency operates gaming leagues at various theaters, cinemas, movie theaters, entertainment complexes and auditoriums, and provides league structures, hosts, management, supervision, coordination with game publishers, marketing and marketing assets for leagues and events under the brand SNDBX. The Five Agency and the Company jointly designed the equipment package that will be used for that purpose. Pursuant to the Letter Agreement, the Company agreed to lend The Five Agency $300,000 (the “Loan”), which will be provided intwo equal installments as further described below, and The Five Agency will form a separate Florida corporation, SNDBX, INC ("SNDBX"), to conduct that business. As a portion of the consideration payable to MiT under the Loan, upon the formation of SNDBX, The Five Agency will cause SNDBX to issue the Company 5% of the equity of SNDBX, which will be issued to MiT regardless of whether thesecond $150,000 advance conditions described below are satisfied by The Five Agency or SNDBX. Plus, the Company has the right to participate in any and all future capital and debt offerings by SNDBX.

Pursuant to the terms of the Loan, on* April25,* 2023, and subject to the satisfaction of the conditions described in the Letter Agreement, the Company extended an initial loan of $150,000 to The Five Agency with interest at 10% per annum payable each year commencing on* May1,* 2024 with principal due on* May1,* 2026. The Loan is secured by the Patents (as defined below). The Company also agreed to advance an additional $150,000 upon the request of The Five Agency upon satisfying certain customary conditions, such as execution of definitive agreements and board and other approvals, and completing the following conditions by* May31,* 2023:

The Company and either The Five Agency or SNDBX will be co-owners of the equipment patents (the “Patents”) and will share the costs. The Five Agency will apply for Patents on or before* April**30,* 2024 and after expiration of the Supply Agreement inthree years, either party* may*sell equipment to others with the Company entitled to a reasonable royalty rate equal to a percentage the net sales. In the event of a transfer of the co-owned Patent rights, the Company will automatically become the sole owner of the Patents.

On* June 6, 2023,*the Company entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”), with SNDBX, INC. ("SNDBX") pursuant to which SNDBX issued and sold an unsecured convertible promissory note (the “Note”) to the Company for the principal amount of $100,000.

The Note matures on* June 5, 2024, (the “Maturity Date”) and accrues simple interest at an annual rate of 5%, payable at any time on or after the Maturity Date. At the Company’s election the Note (including accrued interest) is convertible into stock of SNDBX having the same rights and privileges of stock owned by the founders of SNDBX (the “Founders Shares”) at any time on or after the Maturity Date at a conversion price of $5,000 per Founders Share, ortwenty* (20) SNDBX Founders Shares.

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NOTE2 — SNDBX AGREEMENTS (continued)

SNDBX* mayrepurchaseten* (10) of thetwenty (20) Founders Shares at any time during thetwo (2) year period after the date of the Note’s conversion, for an aggregate repurchase price of $500,000. If SNDBX exercises such repurchase option, $100,000 of the repurchase price is due and payable on the date of such election, and the remaining $400,000 is paid in installments of $100,000 annually thereafter on such date. The Purchase Agreement contains customary representations and warranties.

The following events constitute an event of default under the Note: (i) SNDBX’s failure to pay timely any of the principal amount due under the Note on the date the same becomes due and payable or any unpaid accrued interest or other amounts due under the Note on the date the same becomes due and payable; (ii) SNDBX files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or (iii) an involuntary petition is filed against SNDBX (unless such petition is dismissed or discharged within90 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of SNDBX. Upon an event of default, the Note will accelerate, and all principal and unpaid accrued interest will become due and payable.

The Note and the Founders Shares underlying the Note havenot been registered under the Securities Act of1933, as amended, or any state securities laws, and* may**not* be offered or sold absent registration or an applicable exemption from registration requirements.

On* June 30, 2024*, the Company determined the Notes Receivable balance of $0.400 million was unrealizable due to SNDBX delays and execution risk and fully reserved the $400,000 balance. The $0.400 million is included within impairment expense for the year ended* June 30, 2024*.

NOTE3 — SHARE BUYBACK

On* March 23, 2023the Board of Directors authorized a stock repurchase program to repurchase up to $1 million of its outstanding common stock. On October 2, 2023,the Company entered into a10b5*-1 stock trading plan to facilitate the Company’s previously re-authorizedone-year, $1 million share repurchase program announced on* March**23,* 2023. All repurchases will be implemented in accordance with the applicable requirements of Rule10b-18 under the U.S. Securities Exchange Act of1934. By* June 30, 2024*, the Company had repurchased approximately 273,000 shares for $303,000, leaving $697,000 available for future repurchases.

On* April 1, 2024,the Board of Directors authorized a new share repurchase program for the repurchase of up to $697,000 worth of shares and will expire at the earlier of June 30, 2024*, or when the maximum dollar amount of shares is repurchased. All repurchases will be implemented in accordance with the applicable requirements of Rule10b-18 under the U.S. Securities Exchange Act of1934. The share repurchase plan ended on* June 30, 2024* and the remaining unpurchased shares of $133,000 expired.

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NOTE4—** LOSS PER SHARE**

Basic loss per share data for each year presented is computed using the weighted average number of shares of common stock outstanding during each such year. Diluted loss per share data is computed using the weighted average number of common and potentially dilutive securities outstanding during each year. Potentially dilutive securities consist of shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method. A reconciliation of basic and diluted loss per share is as follows:

The following securities were excluded from the calculation of diluted loss per share in each year because their inclusion would have been anti-dilutive:

For the years ended* June 30, 2025and2024*, the Company had net losses, therefore all potentially dilutive securities are deemed to be anti-dilutive and arenot included in the diluted loss per share computation.200,000 options were granted in the year ended* June 30, 2025*.

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NOTE 5 —** PROPERTY AND EQUIPMENT**

Property and equipment consist of the following (in thousands):

Depreciation expense related to property and equipment were $13,000 in2025 and $12,000 in2024, and $13,000 and $12,000 all of which is included in general andadministrative expense, respectively.

Depreciation of property and equipment is calculated using the straight-line method over their estimated useful lives as follows:

NOTE 6 —** INTANGIBLE ASSETS**

The following table summarizes the Company’s intangible assets as of* June 30, 2025* (in thousands):

The following table summarizes the Company’s intangible assets as of* June 30, 2024* (in thousands):

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NOTE 6 —** INTANGIBLE ASSETS (continued)**

For the years ended* June 30, 2025*, amortization expenses were $58,000 and $58,000. Amortization expense is included in general and administrative expense.

Estimated amortization expense related to intangible assets subject to amortization at* June 30, 2025* in each of thefive fiscal years subsequent to* June 30, 2025*, and thereafter is as follows (amounts in thousands):

NOTE 7 —** ACCRUED EXPENSES**

Accrued expenses consist of the following (in thousands):

NOTE8—** STOCKHOLDERS**’** EQUITY**

In2019, the Company adopted the2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. As of* June 30, 2025*, the Plan provided for the issuance of up to 1,220,000 stock-based awards available to grant under the Plan at* June 30, 2025*.

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NOTE8 — STOCKHOLDERS’** EQUITY (continued)**

In* July 2021,the Company granted options to non-employee directors to purchase an aggregate of 150,000 shares of its common stock at an exercise price of $3.00 per share. The options vestone year from the date of grant and expireten years from the date of grant. On May 26, 2023,the Board of Directors cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00. In its place, the Board granted 150,000 options consisting of 50,000 options each with an exercise price of $1.10 vesting immediately to John Stiska, Katherine Crothall and Scott Anderson.* In addition to the director options, the Board granted CFO William Greene 100,000 options with an exercise price of $1.10 with 25% vesting immediately the remainder vesting at 25% per year thereafter. These options, which were the only options granted during the year ended June 30, 2025 had a grant-date fair value of $1.10 per share. On* October 30, 2024,and as part of Francis Godfrey’s appointment as the Company’s President and Chief Operating Officer, the Board granted Francis Godfrey 200,000 options with an exercise price of $0.65 with 25% vesting immediately and the remainder vesting at 25% per year thereafter. On March 25, 2025,the Board re-priced the $1.10 options to $0.65 per share which resulted in an incremental stock-based compensation charge of $11,000 in the year ended June 30, 2025.None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive. The Company recognized compensation expense for stock option awards of approxima tely $70,000 during the year ended June 30, 2025*

The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model. The following weighted average assumptions were used for the Board of Director and Officer option grants during the periods* June 30, 2025and2024:*

A summary of the status of the Company’s stock options as of* June 30, 2025and2024* and changes during the years ended* June 30, 2025and2024* are presented below.

A summary of the status of the Company’s stock options as of* June 30, 2024and2023* and changes during the years ended* June 30, 2024and2023* are presented below.

Future vesting of options will be 75,000 shares in the year ended* June 30, 2026and 50,000 shares in each of the years ended2027* and2028, respectively. Future option vesting expense will be $29,000 in the year ended* June 30, 2026,and $23,000 in the year ended2027* and $8,000 in the year ended2028, respectively.

The following table summarizes the outstanding stock options at* June 30, 2025*:

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NOTE8 — STOCKHOLDERS’** EQUITY (continued)**

There wasno warrant activity during the year ended* June 30, 2025*.

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NOTE9 — INCOME TAXES

The following table summarizes the components of deferred tax assets and deferred tax liabilities:

The income tax expense differs from the amount computed by applying the statutory income tax rates to the loss before income tax.

At* June 30, 2025* the Company has approxim ately $6,241,000 of U.S. Federal and State NOL carryforwards, which will be available for future use to offset taxable income.

The Company recognized a valuation allowance of $1,814,000 and $2,157,000 as of* June 30, 2025and2024*, respectively, as all U.S. Federal and state deferred tax assets have been determined to benot more likely thannot realizable. Management doesnot believe that it had any significant uncertain tax positions at* June 30, 2025and2024*, nor is this expected to change within the nexttwelve months due to the settlement and expiration of statutes of limitation.

NOTE 10 —** CUSTOMER AND VENDOR CONCENTRATIONS**

Customers: For the year ended* June 30, 2025,three customers provided 18%,16% and 13% of accounts receivable at June 30, 2025*. No customers accounted for more than10% of accounts receivable at* June 30, 2024*.

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NOTE 10 —** CUSTOMER AND VENDOR CONCENTRATIONS (continued)**

Vendors: For the year ended* June 30, 2025*, thetwo largest vendors provided 21% and 11%, respect ively, of the Company’s purchases. For the year ended* June 30, 2024*, thetwo largest vendors provided 16% and 13%, respectively, of the Company’s purchases.

On* June 30, 2025*, one vendor accounted for 35% of accounts payable at* June 30, 2025*. At* June 30, 2024*, theone vendor accounted for 38% of accounts payable balance.

NOTE 11—** COMMITMENTS AND CONTINGENCIES**

Operating Leases: The Company occupies an executive office and warehouse space in Fountain Valley and Whittier, CA, pursuant to separate lease agreements. Under ASC842, at contract inception the Company determined whether the contract is or contains a lease and whether the lease should be classified as on operating or a financing lease. Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our consolidated balance sheet.

The Company’s executive office and warehouse lease agreements are classified as operating leases. The office lease agreement, as amended, expire on* January 31, 2030,and doesnot* include any renewal options. The Whittier, CA warehouse lease agreement commenced on* February 1, 2025expires on January 31, 2028,and doesnot* include any renewal options.The agreements provide for initial monthly base amounts plus annual escalations through the term of the leases.

In addition to the monthly base amounts in the lease agreements, the Company is required to pay a portion of real estate taxes and common operating expenses during the lease terms. The aggregate rent expense was $361,000 and $287,000 for the year ended* June 30, 2025and2024*, respectively.

On* June 4, 2024,the Company notified its Grace facility location landlord of its intent to vacate at the end of the current January 31, 2025*lease term.

On* February 1, 2025,*the Company entered into a warehouse lease in Whittier, CA.

The weighted average interest rate is 8.42% and the weighted average remaining term is 4.3 years.

Future minimum lease payments at* June 30, 2025* under these arrangements are as follows:

The following table sets forth the ROU assets and operating lease liabilities as of* June 30, 2025*:

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NOTE 11 —** COMMITMENTS AND CONTINGENCIES (continued)**

Legal Matters: From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There areno pending significant legal proceedings to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

NOTE12—SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate discrete information is available or evaluation by the chief operating decision maker ("CODM"), in deciding how to allocate resources and in assessing performance. The Company and the Company's chief operating decision maker view the Company's operations and manage its business inone operating segment, which is the business of identifying, developing and manufacturing products to meet the needs of the cinema market. The CODM, who is the President, manages and allocates resources to the operations of the Company on a consolidated basis. The Company's measure of segment profit or loss is currently a net loss. Managing and allocating resources on a consolidated basis enables the President to assess the overall level of resources available and how to best deploy those resources across functions that are in line with the Company's long-term company-wide strategic goals. Consistent with this decision-making process, the President uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets. Operating expenses are used to monitor budget versus actual results. The CODM doesnot review assets in evaluating the results of the Company, and therefore, such information isnot presented. In addition, substantially all of the Company's revenue was generated in the United States and substantially all of the Company's long-lived assets reside in the the United States.

The following table summarizes the segment's financial information including the Company's significant segment expenses:

NOTE 13—** SUBSEQUENT EVENTS**

Management has evaluated events from* June 30, 2025* through* September 25,*2025, the date these financial statements were available to be issued and determined that there have beenno other events that occurred that would require adjustment to our disclosures in the condensed consolidated financial statements.

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EXHIBIT INDEX

Index to Exhibits

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fountain Valley, State of California, on September 26, 2025.