Restatement of Previously Issued Financial Statements

12 Months Ended

Sep. 30, 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 previously issued audited consolidated financial statements as of and for the years ended September 30, 2025 and 2024 (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, derivative instruments, and depreciation, 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 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 additional paid in capital.

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.

SEPA and notes payable – The standby equity purchase agreement (“SEPA”) was not correctly recognized at inception or subsequently throughout the life of the agreement as a derivative instrument, and the settlement of associated notes payable issued for advances on the SEPA were not correctly recognized as settlements of liabilities through the issuance of our stock.

5.

Cost of revenue – Certain costs incurred in the sale of our products, including event-related personnel costs, were incorrectly recognized in general and administrative expenses and sales and marketing expenses.

6.

Research and development – Certain costs incurred in our research and development activities related to employee and contractor compensation was incorrectly recognized in general and administrative expenses.

7.

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

8.

Inventory – Purchases of certain inventory were incorrectly recognized between inventory property and equipment causing misstatements in depreciation and cost of revenue.

9.

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.

10.

Deferred tax liabilities – As a result of several of the aforementioned misstatements, our income tax provision was misstated.

11.

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

As a result of the errors described above, our previously issued audited consolidated financial statements for the Affected Periods were materially misstated. We have corrected these errors in the accompanying financial statements as of and for the years ended September 30, 2025 and 2024. The impact of these corrections on our consolidated financial statements for each of the Affected Periods is presented below.

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

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Assets
Current Assets
Cash and cash equivalents			193,629				(8,055	)			11				185,574
Short-term investments			58,308				8,055				11				66,363
Inventory			1,380				(256	)			8				1,124
Total current assets			255,526				(256	)			*				255,270
Non-current assets
Property and equipment, net			5,579				215				7,8				5,794
Intangible assets, net			9,761				954				9				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 Audited Consolidated Balance Sheet – As of September 30, 2024

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Assets
Current Assets
Inventory			1,148				(120	)			8				1,028
Total current assets			33,046				(120	)			*				32,926
Non-current assets
Property and equipment, net			738				104				7,8				842
Intangible assets, net			7,621				(1	)			9				7,620
Total assets			42,651				(17	)			*				42,634
Liabilities
Current liabilities
Warrant liability			-				6,940				2,3				6,940
Total current liabilities			455				7,048				*				7,395
Deferred income taxes			-				108				10				108
Total liabilities			913				7,048				*				7,961
Mezzanine equity			-				786				1				786
Stockholders’ equity
Additional paid-in capital			49,667				(14,623	)			1,2,3,4				35,044
Retained earnings			(7,939	)			6,772				*				(1,167	)
Total stockholders’ equity			41,738				(7,851	)			*				33,887
Total liabilities, mezzanine equity and stockholders’ equity			42,651				(17	)			*				42,634

Restated Audited Consolidated Statement of Operations – Fiscal Year Ended September 30, 2025

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Cost of revenue, net			1,756				1,479				5,8				3,235
Gross profit			3,289				(1,479	)			*				1,810
Research and development			2,432				870				6				3,302
Sales and marketing			1,262				(521	)			5				741
General and administrative			17,539				(2,572	)			5,6,7,9				14,967
Total operating expenses			21,233				(2,223	)			*				19,010
Income (loss) from operations			(17,944	)			744				*				(17,200	)
Other income (loss)			-				(34,172	)			2,3				(34,172	)
Total other expense			2,094				(34,172	)			*				(32,078	)
Loss before income tax expense			(15,850	)			(33,428	)			*				(49,278	)
Income tax benefit / (expense)			(12	)			108				10				96
Consolidated net loss			(15,862	)			(33,320	)			*				(49,182	)
Net loss attributable to common stockholders			(15,754	)			(33,320	)			*				(49,074	)
Basic and diluted net loss per share of common stock		$	(0.13	)										$	(0.40	)

Restated Audited Consolidated Statement of Operations – Fiscal Year Ended September 30, 2024

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Cost of revenue, net			1,520				17				5,8				1,537
Gross profit			2,720				(17	)			*				2,703
Research and development			2,021				614				6				2,635
General and administrative			6,457				76				5,6,7				6,533
Total operating expenses			9,793				690				*				10,483
Income (loss) from operations			(7,073	)			(707	)			*				(7,780	)
Other income (loss)			-				7,587				2,3,4				7,587
Total other expense			(749	)			7,587				*				6,838
Loss before income tax expense			(7,822	)			6,880				*				(942	)
Income tax benefit / (expense)			(318	)			(108	)			10				(426	)
Consolidated net loss			(8,140	)			6,772				*				(1,368	)
Net loss attributable to common stockholders			(8,140	)			6,772				*				(1,368	)
Basic and diluted net loss per share of common stock		$	(0.12	)										$	(0.02	)

Restated Audited Consolidated Statement of Equity – Fiscal Year Ended September 30, 2025

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Additional paid-in capital, issuance of shares upon exercise of warrants for cash			16,265				22,168				2,3				38,433
Additional paid-in capital			293,156				7,545				*				300,701
Net loss attributable to common stockholders			(15,754	)			(33,319	)			*				(49,073	)
Retained earnings			(23,693	)			(26,548	)			*				(50,241	)
Total stockholders’ equity			269,833				(19,003	)			*				250,830

Restated Audited Consolidated Statement of Equity – Fiscal Year Ended September 30, 2024

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Issuance of common shares for loan settlement			3,383				(2,083	)			4				1,300
Additional paid-in capital, issuance of shares upon exercise of warrants for cash			-				2,937				2,3				2,937
Issuance of new shares for cash			30,124				(15,487	)			2,3				14,637
Additional paid-in capital			49,667				(14,623	)			*				35,044
Net loss attributable to common stockholders			(8,140	)			6,772				*				(1,368	)
Retained earnings			(7,939	)			6,772				*				(1,167	)
Total stockholders’ equity			41,738				(7,851	)			*				33,887

Restated Audited Consolidated Statement of Cash Flows – Fiscal Year Ended September 30, 2025

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Consolidated net loss			(15,754	)			(33,428	)			*				(49,182	)
Depreciation and amortization			2,319				(932	)			7,9				1,387
Change in fair value of warrant liability			-				34,172				2,3				34,172
Issuance costs related to warrants			-				189				1				189
Inventory			(232	)			136				8				(96	)
Accounts receivable			(421	)			(1	)			*				(422	)
Non-operating losses			(108	)			108				*				-
Deferred income taxes			-				(108	)			10				(108	)
Change in operating lease liabilities			225				(4	)			*				221
Net cash provided by operating activities			(9,043	)			132				*				(8,911	)
Purchase of PPE			(5,009	)			(135	)			8				(5,144	)
Purchase of intangible assets			(591	)			1				*				(590	)
Purchase of short-term investments			(41,975	)			(8,053	)			11				(50,028	)
Net cash used in investing activities			(47,996	)			(8,187	)			*				(56,183	)
Net change in cash and cash equivalents			179,063				(8,055	)			*				171,008
Cash, cash equivalents, and restricted cash at end of period			193,629				(8,055	)			*				185,574

Restated Audited Consolidated Statement of Cash Flows – Fiscal Year Ended September 30, 2024

Line item		As Previously Reported on 10-K				Restatement Adjustment				ID				As Restated
Consolidated net loss			(8,140	)			6,772				*				(1,368	)
Change in fair value of warrant liability			-				(5,185	)			2,3				(5,185	)
Gain on standby equity purchase agreement			-				(2,402	)			4				(2,402	)
Issuance costs related to warrants			-				371				3				371
Issuance costs related to SEPA			-				319				4				319
Amortization of notes payable discount			-				120				4				120
Inventory			(326	)			119				8				(207	)
Accrued expenses and other payable			38				(120	)			4				(82	)
Deferred income taxes			518				108				10				626
Depreciation and amortization			81				17				7,9				98
Net cash provided by operating activities			(5,060	)			119				*				(4,941	)
Purchase of PPE			(725	)			(119	)			8				(844	)
Purchase of intangible assets			(5,470	)			(1	)			9				(5,471	)
Net cash used in investing activities			(22,731	)			(120	)			*				(22,851	)
Loan settlement			3,383				2				4				3,385
Net cash used in financing activities			41,923				2				*				41,925
Net change in cash and cash equivalents			14,132				1				*				14,133

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