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MOVING iMAGE TECHNOLOGIES INC.

For the period ended Jun 30, 2026. Filed Sep 28, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 28, 2026

MITQ$0.50+1.2%Stored close · as of Nov 9, 2026

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Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 FF&E 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.

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.

Impairment of Non-Financial Assets: 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, 2026and June 30, 2025,there wereno* impairments.

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 of$250,000.* The Company hasnot experienced any losses in such accounts. Management believes the Company isnot exposed to any significant credit risk on its cash balances.

Accounts Receivable: Accounts Receivable 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 beyond the customer’s granted terms. Although payment terms vary, the majority of our revenue is due within60 days of invoice date. The Company doesnot charge interest on past-due balances or require collateral on its accounts receivable. As of* June 30, 2026and2025,* the allowance for credit losses is approximately $298,000 and $436,000, 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, 2026and2025*, inventory on hand was comprised primarily of finished goods ready for sale. As of* June 30, 2026and2025*, the inventory reserve was $2,317,000 and $1,413,000, respectively.

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Below are the Company’s inventory balances at* June 30, 2026and June 30, 2025.*

($ in Thousands)June 30
20262025
Components and raw materials$367$379
Work in progress63116
Finished goods4,2982,984
Less: Inventory reserve(2,317)(1,413)
Inventory, net$2,411$2,066

During2026, the Company acquired certain inventory from a supplier for cash consideration of $1.5 million. The transaction was accounted for as an asset acquisition as the acquired assets didnot constitute a business under ASC805. The purchase price was allocated entirely to inventory, which is included in inventories in the accompanying balance sheet. The company estimates that a significant amount of the purchased inventory is slow moving and has accounted for it in the reserve calculation.

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.

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 represents 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, 2026* or2025.

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.

Contract Liabilities ($ in Thousands)As of June 30,
20262025
Customer deposits$948$1,101
Unearned warranty revenue3135
Customer refunds289379
Total$1,268$1,515

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.

Year Ended June 30,
Disaggregation of Revenue ($ in Thousands)20262025
Equipment upon delivery (point in time)$17,140$17,999
Installation (point in time)13194
Software and services (over time)4654
Total revenues$17,317$18,147

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 the installation project as this satisfies the sole performance obligation.

Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usuallyone year whereone twelfth of the annual contract value is taken to revenue monthly.

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

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 $4,000 in2026 and $34,000 for2025 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 2026and June 2025,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 trademarks, patents and customer relations hips, were $0.305 million as of* June 30, 2026* compared to $0.364 million as of* June 30, 2025*.

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, 2026*

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, 2026and2025*, the Company has established a warranty reserve of $24,000 and $37,000, 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):

Warranty LiabilitiesFor the Year Ended June 30,
($ in Thousands)20262025
Product warranty liability beginning of period$37$69
Accruals for warranties issued72354
Settlements made(85)(386)
Product warranty liability end of the period$24$37

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* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740-0): 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 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 adopted ASU2023*-09 during the year ended* June 30, 2026*on a prospective basis. The impact of the adoption was immaterial.

.

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Recently Issued Accounting Pronouncements:

In* November 2024,the FASB issued ASU2024*-03, Disaggregation of Income Statement Expenses. ASU2024-03 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. 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.

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

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NOTE2—** 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:

Loss per ShareFor the Year Ended
(In Thousands except for shareJune 30,
and per share price)20262025
Numerator:
Net loss$(297)$(948)
Denominator:
Basic Weighted average shares outstanding9,943,9139,910,244
Effect of dilutive share-based awards——
Weighted-average dilutive shares9,943,9139,910,244
Net loss per share
Basic earnings per share(0.03)(0.10)
Diluted earnings per share(0.03)(0.10)

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 Year Ended
20262025
Options525,000450,000
Total potentially dilutive shares525,000450,000

For the years ended* June 30, 2026and2025*, 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.75,000 options were granted in the year ended* June 30, 2026*.

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NOTE 3—** PROPERTY AND EQUIPMENT**

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

Property and Equipment
($ in Thousands)June 30
20262025
Production equipment$357$308
Leasehold improvements213213
Furniture and fixtures4545
Computer equipment7272
Other equipment120120
Total807758
Accumulated depreciation(756)(743)
Net property and equipment$51$15

Property and equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation expense related to property and equipment was $13,000 in2026 and $13,000 in2025, respectively, all of which was included in general andadministrative expense in the consolidated statements of operations.

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

Useful Lives (in years)
Leasehold improvements5 or remaining lease term
Furniture and fixtures5
Production equipment3 – 7
Computer equipment3
Other equipment3 – 7

NOTE 4 —** INTANGIBLE ASSETS**

The following table summarizes the Company’s intangible assets as of* June 30, 2026* (in thousands):

Amortization
Period (inGross AssetAccumulatedNet Book
years)CostAmortizationValue
Customer relations11$970$762$208
Patents20702446
Trademark20782751
$1,118$813$305

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

Amortization
Period (inGross AssetAccumulatedNet Book
years)CostAmortizationValue
Customer relations11$970$710$260
Patents20702149
Trademark20782355
$1,118$754$364

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NOTE 4 —** INTANGIBLE ASSETS (continued)**

For the years ended* June 30, 2026*, and the year ended* June 30, 2025,*amortization expenses were $58,000 and $58,000 respectively. Amortization expense is included in general and administrative expense in the consolidated statements of operations.

Estimated amortization expense related to intangible assets subject to amortization at* June 30, 2026* in each of thefive fiscal years subsequent to* June 30, 2026*, and thereafter is as follows (amounts in thousands):

2027$58
202858
202958
203058
203158
Thereafter15
Total$305

NOTE 5 —** ACCRUED EXPENSES**

Accrued expenses consist of the following (in thousands):

Accrued ExpensesJune 30,
($ in Thousands)20262025
Employee compensation$263$225
Accrued warranty2437
Freight3616
Sales tax728
Other556
Total$335$362

NOTE6—** 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, 2026*, the Plan provided for the issuance of up to 1,500*,000* stock-based awards available to grant under at* June 30, 2026*. According to the plan, all stock-based awards expire 10 years from date of grant.

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.

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, 2026 had a grant-date fair value of $1.10 per share. 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.*

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* April 27, 2026,*and as part of Bart Bedard's appointment as the Company’s Chief Financial Officer, the Company granted Bart Bedard 75,000 options with an exercise price of $0.69 with 25% vesting immediately with 75% of the Options vesting in equal annual installments over three years.None of these potentially dilutive securities were included in the computation of diluted earnings per share as their impact would be anti-dilutive.

Stock compensation expense was $40,000 and $70,000 for the years ended* June 30, 2026and2025,* respectively,

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, 2026and2025:*

April 27, 2026March 25, 2025
OptionsOptions
Risk-free interest rate4.29%4.35%
Expected volatility89.9%83.50%
Dividend yield—%—%
Expected option term in years6.32.4

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The risk-free interest rates are based on the implied yield available on U.S. Treasury constant maturities with remaining terms equivalent to the respective expected terms of the options. Expected volatility is based on the historical volatility of the Company's common stock. The Company estimates the expected term for stock options awarded to employees, non-employees, officers and directors using the simplified method in accordance with ASC Topic718, Stock Compensation, because the Company doesnot have sufficient relevant historical information to develop reasonable expectations about future exercise patterns. In the future, as the Company gains historical data for the actual term over which stock options are held, the expected term* may*change, which could substantially change the grant-date fair value of future stock option awards, and, consequently, compensation of future grants.

A summary of the status of the Company’s stock options as of* June 30, 2026and2025* and changes during the years ended* June 30, 2026and2025* are presented below.

Wtd. Avg.
Exercise
OptionsPrice
Balance, July 1, 2025450,000$0.65
Granted during the period75,0000.69
Exercised during the period——
Cancelled during the period——
Balance, June 30, 2026525,000$0.66

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.

Wtd. Avg.
Exercise
OptionsPrice
Balance, July 1, 2024250,000$1.10
Granted during the period450,0000.65
Exercised during the period——
Canceled during the period(250,000)1.10
Balance, June 30, 2025450,000$0.65

Future option vesting expense will be $75,000 in the year ended* June 30, 2027,and $41,667 in the year ended2028* and $3,125 in the year ended2029, respectively.

The following table summarizes the outstanding stock options at* June 30, 2026*:

Range ofNumberNumberWtd. Avg, LifeWtd. Avg.
Exercise PriceOutstandingExercisable(in years)Exercise Price
$0.65 - $0.69525,000398,4387.87$0.65

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NOTE6 — STOCKHOLDERS’** EQUITY (continued)**

There wasno warrant activity during the year ended* June 30, 2026*.

NOTE7 — INCOME TAXES

In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU2023-09 is effective for fiscal years beginning after* December 15, 2024.The Company adopted ASU2023*-09 for the year ended* June 30, 2026,and applied the new disclosure requirements retrospective basis. The adoption ofASU2023*-09 hadno impact on the Company’s balance sheet, statement of operations or cash flow.

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

$ in ThousandsDeferred Tax Assets (Liabilities)
For the Year Ended June 30,
20262025
Deferred Tax Assets
Inventory reserve$422$395
Accumulated depreciation—(3)
Accumulated goodwill amortization5257
Accumulated intangible amortization116121
Lease liabilities257321
Warranty reserve910
Stock compensation6868
Net operating loss carryforward990997
Tax credits16086
Allowance for credit losses8366
2,1572,118
Deferred Tax Liability
Right-of-use assets(239)(304)
Valuation allowance(1,918)(1,814)
Total$—$—
$ in ThousandsFor the Year Ended
Amount · Percent of Pretax income
Net loss before tax$(297)
Tax Benefit at statutory rate(62)21%
Differences due to:
State taxes——
Federal R&D Credits(37)12%
Other, permanent differences44(15)%
Change in valuation allowance55(19)%
Income Tax (Benefit) Expense$—$—
Effective Tax Rate(0)%(0)%
$ in ThousandsFor the Year Ended
Amount · Percent of Pretax income
Net loss before tax$(948)
Tax Benefit at statutory rate(199)21%
Differences due to:
State taxes——
Other, permanent differences542(182)%
Change in valuation allowance(343)115%
Income Tax (Benefit) Expense$—$—
Effective Tax Rate(0)%(0)%

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

The Company is subject to taxation in the US and in the state of California

At* June 30, 2026* the Company has approxim ately $3,283,000 of U.S. Federal NOL carryforwards and $3,639,000 State NOL carryforwards, which will be available for future use to offset taxable income.

The Company recognized a valuation allowanceof $1,918,000 and $1,814,000 as of* June 30, 2026and2025*, 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, 2026and2025*, nor is this expected to change within the nexttwelve months due to the settlement and expiration of statutes of limitation.

NOTE 8 —** CUSTOMER AND VENDOR CONCENTRATIONS**

Customers: As of* June 30, 2026,three customers provided 13%,13% and 12% of accounts receivable. As of June 30, 2025,three customers provided 18%,16% and 13% of accounts receivable.No customer accounted for more than10%* of the Company’s revenue for the years ended* June 30, 2026and2025*.

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NOTE 8—** CUSTOMER AND VENDOR CONCENTRATIONS (continued)**

Vendors: For the year ended* June 30, 2026*, thetwo largest vendors provided 15% and 11%, respectively, of the Company’s purchases. For the year ended* June 30, 2025*, thetwo largest vendors provided 21% and 11%, respectively, of the Company’s purchases.

On* June 30, 2026*, two vendors accounted for 25% and 15% of accounts payable respectively at* June 30, 2026*. At* June 30, 2025*, theone vendor accounted for 35% of acco unts payable balance.

NOTE 9—** 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 an operating or a financing lease. Operating leases are included in right-of-use (ROU) 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, expires 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 $318,000 and $361,000 for the year ended* June 30, 2026and2025*, 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 3.3 years. Because the rate implicit in the leases isnot readily determinable, the Company uses the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment.

Future minimum lease payments at* June 30, 2026* under these arrangements are as follows:

Operating leasesTotal
($ in Thousands)Payments
2027$326
2028303
2029266
2030158
2031—
Thereafter—
Total future minimum lease payments1,053
Less imputed interest(135)
Present value of operating lease payments$918

The following table sets forth the ROU assets and operating lease liabilities as of* June 30, 2026*:

Assets · (in thousands)
ROU assets-net$855
Liabilities
Current operating lease liabilities$260
Long-term operating lease liabilities658
Total lease liabilities$918

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NOTE 9 —** COMMITMENTS AND CONTINGENCIES (continued)**

SNDBX Agreement. On* April 25, 2023,the Company agreed to provide The Five Agency/SNDBX up to $300,000 intwo* $150,000 advances, with the initial loan bearing 10% interest, maturing* May 1, 2026,and secured by jointly owned equipment patents; in return, the Company received a 5% SNDBX equity interest, rights to participate in future financings, and an exclusive supply arrangement requiring purchases of more than $3 million of equipment by April 30, 2026.On June 6, 2023,the Company also purchased a $100,000 unsecured SNDBX convertible note bearing 5% interest, maturing June 5, 2024,and convertible into 20 founder shares,10 of which SNDBX mayrepurchase for $500,000. Due to SNDBX delays and execution risk, the Company fully reserved the total $400,000 notes receivable balance as of June 30, 2024,recorded the amount as impairment expense, and maintained the full reserve at June 30, 2025and2026.*

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.

NOTE10—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 United States.

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

($ in Thousands)For the Year Ended
June 30,
20262025
Revenue$17,317$18,147
Cost of Sales12,28513,574
Gross Margin5,0324,573
Segment operating expenses:
Payroll and related3,9613,787
Marketing245331
G&A102335
Compliance854719
Occupancy569669
Overhead(201)(183)
Total segment operating expenses5,5305,659
Interest and other income(201)(138)
Net loss$(297)$(948)

NOTE 11—** SUBSEQUENT EVENTS**

Management has evaluated events from* June 30, 2026* through* September 28,*2026, 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 consolidated financial statements.

52

EXHIBIT INDEX

Index to Exhibits

Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling DateFiled/ Furnished Herewith
3.1Certificate of Incorporation, as amendedS‑1/A333‑2341593.110/1/20
3.2Amended and Restated Bylaws8-K001‑405113.11/9/24
4.1Form of Common Stock CertificateS‑1/A333‑2341594.12/21/20
10.1Form of Indemnity Agreement between the Company and its directors and officersS‑1/A333‑23415910.22/21/20
10.2†2019 Omnibus Incentive PlanS‑1/A333‑23415910.310/11/19
10.2(a)†Amendment No. 1 to 2019 Omnibus Incentive PlanS-8333-26682299.1(a)8/12/22
10.2(b)†Form of Stock Option Award AgreementS‑1/A333‑23415910.3(a)10/11/19
10.2(c)†Form of Restricted Stock Award AgreementS‑1/A333‑23415910.3(b)10/11/19
10.2(d)†Form of Restricted Stock Unit AgreementS‑1/A333‑23415910.3(c)10/11/19
10.3Asset Purchase Agreement dated April 21, 2022 between Moving iMage Technologies, Inc. and QSC, LLC8‑K001‑4051110.14/26/22
10.4†CFO Appointment8‑K001‑4051110.14/26/23
10.5Letter Agreement between Moving iMage Technologies, Inc. and The Five Agency dated April 25, 202310-Q001‑4051110.15/15/23
10.6Convertible Note Purchase Agreement dated June 6, 20238-K001‑4051110.16/12/23
10.7†Mutual Understanding between Moving iMage Technologies, Inc. and Francois Godfrey8-K001‑4051110.111/4/24
10.8Asset Purchase Agreement, dated October 31, 20258-K001‑4051110.111/6/25
10.9Offer Letter to Bart Bedard, Chief Financial Officer, dated April 27, 20268-K001‑4051199.14/30/26
19.1Insider Trading Policies and Procedures *✔
21.1List of Subsidiaries✔
23.1Consent of Haskell & White LLP✔
24Power of Attorney (included on signature page)✔
31.1Certification of the Principal Executive Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934.✔
31.2Certification of the Principal Financial Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934.✔
32.1Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.✔
101.INSThe following financial statements from the Company’s Report on Form 10-K for the year ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Cash Flows, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Balance Sheets, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).
†Indicates a management contract or compensatory plan or arrangement.
*Filed herewith

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 under signed, thereunto duly authorized, in the City of Fountain Valley, State of California, on September 28, 2026.

Moving iMage Technologies, Inc.
By:/s/ Phil Rafnson
Phil Rafnson
President and Chief Executive Officer
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.