Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 000-56851

OXO

(Exact name of registrant as specified in its charter)

OXO, Inc.

(213) 827-6863

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.0001 par value

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Act) Yes ☐ No ☒

As of July 13, 2026, the registrant had 8,275,000 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OXO

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

OXO

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.

OXO

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM SEPTEMBER 1, 2025 TO MAY 31, 2026

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.

OXO

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED May 31, 2026

FORWARD LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q that are not historical facts constitute “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.

Forward-looking statements include statements regarding the Company’s expectations, beliefs, plans, objectives, future financial performance, and assumptions underlying or relating to such statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “intend,” “continue,” or similar expressions.

These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in such statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

OXO (the “Company”) was incorporated in the State of Wyoming on August 6, 2025. The Company provides direct-to-consumer (D2C) eCommerce consulting, branding, and digital marketing services while developing technology solutions designed to enhance marketing analytics and business performance.

The Company has substantially completed the core development of its proprietary MMM Neural platform and is currently focused on final refinements, feature enhancements, testing, and commercialization efforts prior to broader market deployment.

Although the Company continues to generate limited consulting revenue, management believes that future growth will primarily depend on the successful commercialization of the MMM Neural platform together with continued expansion of its consulting and digital marketing services.

Results of Operations

Three Months Ended May 31, 2026

Revenue

The Company did not recognize revenue during the three months ended May 31, 2026.

Management continued to focus primarily on platform refinement, testing, business development activities, and preparation for commercialization of the MMM Neural platform.

Operating Expenses

Operating expenses for the three months ended May 31, 2026 were approximately $7,388.

Operating expenses consisted primarily of:

amortization of intangible assets;

depreciation of office equipment;

legal and accounting fees;

general and administrative expenses; and

technology support and website maintenance expenses.

The Company continues to incur operating expenses necessary to support its public company reporting obligations and commercialization activities.

Net Loss

The Company reported a net loss of $7,388 for the three months ended May 31, 2026.

The loss primarily reflects ongoing operating costs associated with platform refinement, depreciation and amortization of previously capitalized assets, and professional service expenses.

Nine Months Ended May 31, 2026

Revenue

Revenue for the nine months ended May 31, 2026 was $6,200.

Revenue was generated from consulting and branding service agreements completed during the period. The Company did not recognize revenue from its MMM Neural platform because commercialization activities are still in progress.

Gross Profit

Gross profit for the nine months ended May 31, 2026 was $6,200.

The Company did not incur significant direct costs associated with revenue-generating activities during the period.

Operating Expenses

Operating expenses for the nine months ended May 31, 2026 were $25,855.

Operating expenses consisted primarily of:

amortization of intangible assets;

depreciation of office equipment;

legal and accounting fees;

general and administrative expenses; and

technology support and website maintenance expenses.

The Company's operating expenses continue to reflect investments in platform commercialization, corporate compliance, and maintaining its public company reporting obligations.

Net Loss

The Company reported a net loss of $19,655 for the nine months ended May 31, 2026.

The net loss primarily reflects ongoing operating expenses associated with commercialization activities, professional services, depreciation, and amortization while the Company continues expanding its operations.

Liquidity and Capital Resources

As of May 31, 2026, the Company had cash and cash equivalents of $14,650, compared to $400 as of August 31, 2025.

Working capital improved during the period primarily as a result of proceeds received from the issuance of common stock.

Net cash provided by operating activities for the nine months ended May 31, 2026 was $0, as non-cash depreciation and amortization expenses, together with changes in working capital accounts, substantially offset the Company's net loss.

Net cash provided by financing activities was $14,250, representing proceeds received from the issuance of common stock in connection with the Company's ongoing private offering.

Management believes that existing cash resources, together with anticipated proceeds from future equity financings and future operating revenues, will provide sufficient liquidity to support current operating activities. However, because the Company remains in the early stages of commercialization, additional financing may be required to support future growth and expansion.

Plan of Operations and Funding

Over the next twelve months, the Company intends to continue the commercialization of the MMM Neural platform while expanding its consulting, branding, and digital marketing services.

Management plans to continue enhancing the platform through additional feature development, optimization, testing, and collaborative research initiatives while pursuing new customer relationships and expanding market awareness.

The Company expects to continue investing in technology infrastructure, product enhancement, research and development activities, business development, and marketing initiatives to support the commercialization of the MMM Neural platform.

Management expects that future working capital requirements will be funded primarily through proceeds from the Company's ongoing offering together with future operating revenues. The Company may also pursue additional equity financing to support future growth and expansion, if appropriate.

There can be no assurance that the Company will successfully raise additional capital or generate sufficient operating revenues to execute its business plan. If adequate funding is not available, the Company may be required to delay certain commercialization, research, or expansion initiatives or reduce planned operating expenditures.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures, or capital resources.

Going Concern

The independent auditor’s report accompanying the Company’s audited financial statements for the period from August 6, 2025 (inception) through August 31, 2025 included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.

For the nine months ended May 31, 2026, the Company incurred a net loss of $19,655 and had an accumulated deficit of $24,356. Although the Company raised $14,250 through the issuance of common stock during the period, it has not yet established recurring revenues sufficient to fund its operations.

Management intends to address its liquidity requirements through proceeds from the Company’s ongoing registered offering, future operating revenues, and additional financing, if available. There can be no assurance that sufficient financing or operating revenues will be available.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer, who is the same individual, evaluated the effectiveness of the Company’s disclosure controls and procedures as of May 31, 2026, pursuant to Rule 13a-15(b) under the Exchange Act.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of May 31, 2026 due to material weaknesses in the Company’s internal control over financial reporting. These material weaknesses primarily relate to the Company’s limited personnel, lack of segregation of duties, and the absence of an independent audit committee and other formal internal control processes, which are common for a company of its size and stage of development.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three months ended May 31, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not currently involved in any material legal proceedings. From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. However, management does not believe that any such proceedings, if they were to occur, would have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended May 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibits:

SIGNATURES

Pursuant to the requirements 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.

ATTACHMENTS / EXHIBITS

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

XBRL SCHEMA FILE

XBRL CALCULATION FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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