Restatement of Previously Issued Financial Statements

3 Months Ended

Dec. 31, 2025

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

NOTE 2: Restatement of Previously Issued Financial Statements

We have restated our audited and unaudited consolidated financial statements for all reported periods from September 30, 2024 through December 31, 2025 (collectively, the “Affected Periods”), including the related balance sheets, statements of operations, statements of changes in stockholders’ deficit, and statements of cash flows, along with the applicable notes thereto. We determined that the restatement was necessary following the identification of errors related to the accounting for warrants, depreciation, and stock-based compensation, which were not recognized or measured in accordance with U.S. GAAP in the previously issued financial statements. The restatement corrects these identified errors in the previously issued financial statements for the Affected Periods. The restatement also corrected the number and timing of certain Class A common shares issued during the Affected Periods. The revised share balances are reflected in the accompanying statements of stockholders’ equity and EPS calculations. The specific nature of these errors is described below:

	1.	Placement warrants – Placement agent warrants which should have been recognized as nonemployee share-based compensation presented within mezzanine equity were not recognized. As a result, the balance sheets did not present mezzanine equity, and subsequent exercises of placement agent warrants were improperly measured within APIC.

	2.	Pre-funded and common warrants – Pre-funded and common warrants were not correctly recognized as liabilities at issuance or subsequently measured to fair value at each reporting date. The result is that no warrants were recognized at issuance, no other income (loss) was recognized on the consolidated statements of operations due to changes in the fair value, and the accounting for the exercise of pre-funded and common warrants did not appropriately measure APIC.

	3.	Common inducement warrants – Common inducement warrants were not correctly recognized as liabilities at issuance or subsequently measured to fair value at each reporting date. The result is that no warrants were recognized at issuance, no other income (loss) was recognized on the consolidated statements of operations due to changes in the fair value, and the accounting for the exercise of common inducement warrants did not appropriately measure APIC.

	4.	Cost of revenue – Certain costs incurred in the sale of our products were incorrectly recognized in general and administrative expenses and sales and marketing expenses.

	5.	Research and development - Certain costs incurred in our research and development activities related to employee compensation were incorrectly classified in general and administrative expenses.

	6.	Property and equipment – Depreciation expense was incorrectly recognized due to certain fixed assets being miscategorized.

	7.	Inventory –Inventory balances were understated due to errors in the timing and recognition of costs associated with certain sales transactions. As a result, adjustments were recorded to increase inventory and decrease cost of goods sold.

	8.	Intangible Assets – One of our intangible assets was amortized using a useful life that was not appropriate. We revised the estimated useful life to a longer period, resulting in decreased amortization expense in the Affected Periods.

	9.	Stock based compensation – Certain restricted stock awards were incorrectly classified as liabilities rather than equity-classified awards, resulting in errors in the recognition and measurement of stock-based compensation expense and related balance sheet accounts. In addition, the Company did not properly account for employee tax withholding obligations associated with share-based payment awards, and certain stock-based compensation-related transactions were improperly presented within financing activities in the statement of cash flows.

	10.	Short-term investments - Certain short-term investments acquired were improperly classified as cash and cash equivalents.

	11.	Revenue – Revenue was overstated due to the premature recognition of certain sales that did not meet the criteria for recognition under U.S. GAAP. These amounts have been deferred, resulting in adjustments to decrease revenue and increase deferred revenue.

12.

Professional and legal fees – Certain professional and legal fees associated with equity transactions were incorrectly recognized in additional paid in capital and should have been recognized in general and administrative expenses.

13.

Issuance of shares – The issuance of shares for our intangible asset acquisition, share-based payments to employees and nonemployees, and transfers to (from) ESOP trust were recognized in incorrect interim periods.

As a result of the errors described above, our previously issued unaudited consolidated financial statements for the Affected Periods were materially misstated. We have corrected these errors in the accompanying financial statements for all reported periods from September 30, 2024 through December 31, 2025. The impact of these corrections on our consolidated financial statements for the periods included in this Form 10-Q/A is presented below.

Restated Audited Consolidated Balance Sheet – As of September 30, 2025

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Assets
Current Assets
Cash and cash equivalents		$	193,629			$	(8,055	)			10			$	185,574
Short-term investments			58,308				8,055				10				66,363
Inventory			1,380				(256	)			7				1,124
Total current assets			255,526				(256	)			*				255,270
Non-current assets
Property and equipment, net			5,579				215				6				5,794
Intangible assets, net			9,761				954				8				10,715
Other assets, non-current			638				2				*				640
Total assets		$	272,758			$	915				*			$	273,673
Liabilities
Current liabilities
Accrued expenses and other payable		$	1,377			$	(1	)			*			$	1,376
Warrant liability			-				19,285				2,3				19,285
Total current liabilities			2,378				19,284				*				21,662
Total liabilities			2,925				19,284				*				22,209
Mezzanine equity			-				634				1				634
Stockholders’ equity
Additional paid-in capital			293,156				7,545				1,2,3				300,701
Retained earnings			(23,693	)			(26,548	)			*				(50,241	)
Total stockholders’ equity			269,833				(19,003	)			*				250,830
Total liabilities, mezzanine equity and stockholders’ equity		$	272,758			$	915				*			$	273,673

Restated Unaudited Consolidated Balance Sheet – As of December 31, 2025

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Assets
Current Assets
Cash and cash equivalents		$	271,811			$	(133,788	)			10			$	138,023
Short-term investments			56,683				133,788				10				190,471
Inventory			1,878				(171	)			7				1,707
Prepaid expenses and other current assets			322				2				*				324
Total current assets			332,584				(169	)			*				332,415
Non-current assets
Property and equipment, net			5,541				219				6				5,760
Intangible assets, net			9,477				928				8				10,405
Total assets		$	349,384			$	978				*			$	350,362
Liabilities
Current liabilities
Accrued expenses and other payable		$	8,444			$	(6,590	)			9			$	1,854
Deferred revenue			358				76				11				434
Warrant liability			-				4,134				2,3				4,134
Total current liabilities			9,307				(2,380	)			*				6,927
Total liabilities			9,745				(2,380	)			*				7,365
Mezzanine equity			-				249				1				249
Stockholders’ equity
Additional paid-in capital			371,403				31,400				1,2,3,9,12				402,803
Retained earnings			(32,095	)			(28,291	)			*				(60,386	)
Total stockholders’ equity			339,639				3,109				*				342,748
Total liabilities, mezzanine equity, and stockholders’ equity		$	349,384			$	978				*			$	350,362

Restated Consolidated Statement of Operations – Three Months Ended December 31, 2025

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Revenues, net		$	1,147			$	(76	)			11			$	1,071
Cost of revenues			547				494				4,7				1,041
Gross profit			600				(570	)			*				30
Operating expenses
Research and development			448				683				6				1,131
Sales and marketing			188				2,873				4,5				3,061
General and administrative			11,773				(3,564	)			4,5,9,12				8,209
Total operating expenses			12,409				(8	)			*				12,401
Loss from operations			(11,809	)			(562	)			*				(12,371	)
Other expenses
Other income (loss)			-				(1,181	)			2,3				(1,181	)
Total other expenses			3,399				(1,181	)			*				2,218
Loss before income tax expense			(8,410	)			(1,743	)			*				(10,153	)
Consolidated net loss			(8,410	)			(1,743	)			*				(10,153	)
Net loss attributable to common stockholders		$	(8,402	)		$	(1,743	)			*			$	(10,145	)
Basic and diluted net loss per share of common stock		$	(0.04	)										$	(0.05	)

Restated Consolidated Statement of Operations – Three Months Ended December 31, 2024

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Cost of revenues		$	123			$	320				4,7			$	443
Gross profit			1,134				(320	)			*				814
Operating expenses
General and administrative			4,303				(289	)			4,5,6,13				4,014
Total operating expenses			5,032				(289	)			*				4,743
Loss from operations			(3,898	)			(31	)			*				(3,929	)
Other expenses
Other income (loss)			-				(25,965	)			2				(25,965	)
Total other expenses			329				(25,965	)			*				(25,636	)
Loss before income tax expense			(3,569	)			(25,996	)			*				(29,565	)
Consolidated net loss			(3,569	)			(25,996	)			*				(29,565	)
Net loss attributable to common stockholders		$	(3,548	)		$	(25,996	)			*			$	(29,544	)
Basic and diluted net loss per share of common stock		$	(0.04	)										$	(0.31	)

Restated Consolidated Statement of Equity – Three Months Ended December 31, 2025

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Additional paid-in capital		$	371,403			$	31,400				*			$	402,803
Additional paid-in capital, issuance of shares upon exercise of warrants for cash			9,184				17,346				1,2,3				26,530
Additional paid-in capital, shares issued to employees			-				8,202				9				8,202
Additional paid-in capital, tax withholding for employee net share settlement			-				(1,693	)			9				(1,693	)
Retained earnings			(32,095	)			(28,291	)			*				(60,386	)
Net loss attributable to common stockholders			(8,402	)			(1,743	)			*				(10,145	)
Total stockholders’ equity		$	339,639			$	3,109				*			$	342,748

Restated Consolidated Statement of Equity – Three Months Ended December 31, 2024

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Additional paid-in capital		$	61,366			$	(776	)			*			$	60,590
Issuance of common shares for intangible asset acquisition			2,454				1,243				13				3,697
Additional paid-in capital, issuance of shares upon exercise of warrants for cash			8,064				12,341				2				20,405
Shares issued to employees			867				(351	)			13				516
Shares issued for services			314				614				13				928
Retained earnings			(11,487	)			(19,224	)			*				(30,711	)
Net loss attributable to common stockholders			(3,548	)			(25,996	)			*				(29,544	)
Total stockholders’ equity		$	49,869			$	(19,999	)			*			$	29,870

Restated Consolidated Statement of Cash Flows – Three Months Ended December 31, 2025

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Cash flows from operating activities
Consolidated net loss		$	(8,402	)		$	(1,751	)			*			$	(10,153	)
Change in fair value of warrant liability			-				1,810				2,3				1,810
Inventory			(498	)			(85	)			7				(583	)
Prepaid expenses and other current assets			107				(2	)			*				105
Deferred revenue			110				76				11				186
Accrued expenses and other payable			(1,222	)			5				*				(1,217	)
Depreciation and amortization			353				24				6,8				377
Stock-based compensation			8,284				(82	)			9				8,202
Net cash used in operating activities			(1,605	)			(5	)			*				(1,610	)
Purchase of short-term investments			(454	)			(125,766	)			10				(126,220	)
Proceeds from maturities and sales of short-term investments			2,079				37				*				2,116
Net cash used in investing activities			1,540				(125,729	)			*				(124,189	)
Proceeds from issuance of shares of common stock			69,065				1				*				69,066
Net cash provided by financing activities			78,247				1				*				78,248
Net change in cash and cash equivalents			78,182				(125,733	)			*				(47,551	)
Cash, cash equivalents, and restricted cash at beginning of the period			193,629				(8,055	)			10				185,574
Cash, cash equivalents, and restricted cash at end of period		$	271,811			$	(133,788	)			*			$	138,023

Restated Consolidated Statement of Cash Flows – Three Months Ended December 31, 2024

Line item		As Previously Reported on 10-Q				Restatement Adjustment				ID				As Restated
Consolidated net loss		$	(3,548	)		$	(26,017	)			*			$	(29,565	)
Gain/loss on change in fair value of warrant liability			-				25,965				2				25,965
Inventory			(248	)			60				7				(188	)
Stock based compensation			-				1,444				9,13				1,444
Depreciation and amortization			513				(232	)			6,8				281
Net cash used in operating activities			(3,578	)			1,220				*				(2,358	)
Purchase of property and equipment			(78	)			(60	)			6				(138	)
Net cash used in investing activities			(380	)			(60	)			*				(440	)
Contributions from non-controlling interests			(21	)			21				*				-
Proceeds from issuance of shares of common stock			9,244				(1,181	)			9				8,063
Net cash used in financing activities		$	9,219			$	(1,160	)			*			$	8,059

*	Represents the downstream effects of the identified restatement adjustments and other individually immaterial changes.