Driveitaway Holdings, Inc.
For the period ended Sep 30, 2025. Filed Jan 13, 2026.
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FY2025 · Filed Jan 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:000-52883
DRIVEITAWAY HOLDINGS, INC.
| Delaware | 20-4456503 |
|---|---|
| (State or other jurisdiction of Identification Number) | (I.R.S. Employer incorporation or organization) |
3201 Market Street, Suite 200/201
Philadelphia, PA 10104** (856)**** 577-2763**
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act**: Common Stock, par value $0.0001 per share**
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐ No ☒.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒.
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of March 31, 2025 was $871,659 based on the closing price of $0.02 of the Company’s common stock as quoted on the OTCQB Marketplace on that date.
As of January 13, 2026, there are 121,525,082 shares of common stock of the registrant outstanding.
Documents Incorporated by Reference:
None
☐
TABLE OF CONTENTS
| PART I | 2 | |
|---|---|---|
| Item 1. | Business | 2 |
| Item 1A. | Risk Factors | 9 |
| Item 1B. | Unresolved Staff Comments | 9 |
| Item 2. | Properties | 9 |
| Item 3. | Legal Proceedings | 9 |
| Item 4. | Mine Safety Disclosures | 9 |
| PART II | ||
| Item 5. | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 9 |
| Item 6. | Selected Financial Data | 10 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 10 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 8. | Financial Statements and Supplementary Data | 16 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 17 |
| Item 9A. | Controls and Procedures | 17 |
| Item 9B. | Other Information | 18 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevents Inspection | 18 |
| PART III | 19 | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 19 |
| Item 11. | Executive Compensation | 21 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 22 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 23 |
| Item 14. | Principal Accounting Fees and Services | 24 |
| PART IV | 25 | |
| Item 15. | Exhibits and Financial Statement Schedules | 25 |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (the “Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. You should read statements that contain these words carefully because they:
| ● | discuss future expectations; |
| ● | contain projections of future results of operations or financial condition; or |
| ● | state other “forward-looking” information. |
We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The cautionary language discussed in this Form 10-K provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including among other things:
| ● | the operating and financial results of the Company; |
| ● | our failure to successfully implement our growth strategy; |
| ● | changing economic conditions; |
| ● | our need for additional financing; |
| ● | litigation and regulatory issues; |
| ● | our failure to comply with current or future laws or regulations; and |
You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K. Forward looking statements involve known and unknown risks and uncertainties that may cause our actual future results to differ materially from those projected or contemplated in the forward-looking statements.
All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Form 10K or to reflect the occurrence of unanticipated events.
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