Restatement of Previously Issued Financial Statements

3 Months Ended

Mar. 31, 2026

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

(2) Restatement of Previously Issued Financial Statements

In connection with a nexus study conducted with an external tax advisor, the Company’s management identified errors in previously issued financial statements. Management prepared a quantitative and qualitative analysis of the errors described below, in accordance with the SEC Staff's Accounting Bulletin ("SAB") Nos. 99 Materiality and No. 108, Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded the aggregate impact of all the errors is material to the Company's previously reported financial statements as of and for the three months ended March 31, 2026 and 2025. As a result, the Company’s management and the Audit Committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued unaudited condensed financial statements as of and for the three months ended March 31, 2026 and 2025, as previously reported in its Form 10-Q.

The accompanying condensed financial statements as of and for the three months ended March 31, 2026 and 2025 have been restated from amounts previously reported. The restated classification and reported values of the errors noted from the nexus study are included in the condensed financial statements herein. The Company has also restated related amounts within the accompanying footnotes to the condensed financial statements to conform to the corrected amounts in the condensed financial statements.

Description of Restatement Errors

Based on a nexus study, the Company determined that it had economic and physical nexus in state and local jurisdictions where it historically had not been collecting and remitting sales and use tax and filing income taxes. As a result, the Company concluded that it had a historical state sales and use tax liability and income tax liability related to prior periods. The Company subsequently pursued Voluntary Disclosure Agreements (“VDAs”) to address this liability and to mitigate future exposure based on counsel of its tax advisor.

The liability includes an estimate for each state, to account for any interest that is due on the base tax amount owed. The error resulted in an understatement of accrued expenses for state and local sales tax and income tax, including related interest in the previously issued financial statements as of and for the three months ended March 31, 2026 and 2025. As a result of correcting this liability, selling, general and administrative expenses; income tax expense; and interest expense were increased in the affected periods. The underlying sales tax obligations are appropriately recognized and the Company is in various stages of VDA review, submission, acceptance and payment with the states impacted. The Company has subsequently engaged an independent third party provider of automated sales tax solutions to support with compliance through continuous identification, monitoring and evaluation of our transaction activity and physical presence.

Financial Statements - Restatement Reconciliation Tables

In accordance with Accounting Standards Codification ("ASC") 250, Accounting Changes and Error Corrections, the Company has corrected this error by restating previously issued financial statements.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods indicated. The amounts in the "As Restated" columns are the updated amounts including the impacts from the restatement. Financial statement line items and subtotals that were not impacted by the restatement adjustments have been omitted for enhanced clarity.

Balance Sheet – as of December 31, 2025:


	As Previously Reported			Adjustment			As Restated

Deferred tax assets, net	$	—		$	58,709		$	58,709
Total assets		26,237,315			58,709			26,296,024

Accrued expenses		2,160,366			1,907,251			4,067,617
Total current liabilities		13,293,479			1,907,251			15,200,730
Deferred tax liabilities, net		355,646			(355,646	)		-
Total liabilities		13,883,222			1,551,605			15,434,827

Accumulated deficit		(18,054,278	)		(1,492,896	)		(19,547,174	)
Total stockholders’ equity	$	12,354,093		$	(1,492,896	)	$	10,861,197

Balance Sheet – as of March 31, 2026:


	As Previously Reported			Adjustment			As Restated

Deferred tax assets, net	$	—		$	58,709		$	58,709
Total assets		25,149,169			58,709			25,207,878

Accrued expenses		1,171,783			2,017,886			3,189,669
Total current liabilities		12,108,237			2,017,886			14,126,123
Deferred tax liabilities, net		355,646			(355,646	)		-
Total liabilities		12,711,098			1,662,240			14,373,338

Accumulated deficit		(17,995,966	)		(1,603,531	)		(19,599,497	)
Total stockholders’ equity	$	12,438,071		$	(1,603,531	)	$	10,834,540

Statement of Operations – Three Months Ended March 31, 2026:


	As Previously Reported			Adjustment			As Restated

Selling, general, and administrative expenses	$	2,505,880		$	121,757		$	2,627,637
Total operating expenses		5,080,605			121,757			5,202,362
Loss from operations		(93,727	)		(121,757	)		(215,484	)
Other income, net		169,803			(29,129	)		140,674
Income (loss) before income taxes		76,076			(150,886	)		(74,810	)
Benefit (provision) for income taxes		(17,764	)		40,251			22,487
Net income (loss)		58,312			(110,635	)		(52,323	)

Net income (loss) per share – Basic and diluted	$	0.01		$	(0.01	)	$	-

Statement of Operations – Three Months Ended March 31, 2025:


	As Previously Reported			Adjustment			As Restated

Selling, general, and administrative expenses	$	2,476,951		$	136,595		$	2,613,546
Total operating expenses		4,846,045			136,595			4,982,640
Income from operations		25,367			(136,595	)		(111,228	)
Other income, net		180,833			(22,966	)		157,867
Income before income taxes		206,200			(159,561	)		46,639
Provision for income taxes		(47,138	)		(7,310	)		(54,448	)
Net income (loss)		159,062			(166,871	)		(7,809	)

Net income (loss) per share – Basic and diluted	$	0.01		$	(0.01	)	$	-

Statements of Stockholders' Equity – Three Months Ended March 31, 2026:


	As Previously Reported			Adjustment			As Restated

Balance as of January 1, 2026
Accumulated deficit	$	(18,054,278	)	$	(1,492,896	)	$	(19,547,174	)
Total stockholders’ equity		12,354,093			(1,492,896	)		10,861,197

Balance as of March 31, 2026
Accumulated deficit	$	(17,995,966	)	$	(1,603,531	)	$	(19,599,497	)
Total stockholders’ equity		12,438,071			(1,603,531	)		10,834,540

No other components of stockholders' equity, including preferred stock, common stock and additional paid-in capital, were affected by this restatement.

Statements of Stockholders' Equity – Three Months Ended March 31, 2025:


	As Previously Reported			Adjustment			As Restated

Balance as of January 1, 2025
Accumulated deficit	$	(19,072,209	)	$	(986,126	)	$	(20,058,335	)
Total stockholders’ equity		11,141,746			(986,126	)		10,155,620

Balance as of March 31, 2025
Accumulated deficit	$	(18,913,147	)	$	(1,152,997	)	$	(20,066,144	)
Total stockholders’ equity		11,328,093			(1,152,997	)		10,175,096

No other components of stockholders' equity, including preferred stock, common stock and additional paid-in capital, were affected by this restatement.

Statements of Cash Flows – Three Months Ended March 31, 2026:


	As Previously Reported			Adjustment			As Restated

Cash flows from operating activities:
Net income (loss)	$	58,312		$	(110,635	)	$	(52,323	)

Changes in operating assets and liabilities:
Accrued expenses		(988,583	)		110,635			(877,948	)

Statements of Cash Flows – Three Months Ended March 31, 2025:


	As Previously Reported			Adjustment			As Restated

Cash flows from operating activities:
Net income (loss)	$	159,062		$	(166,871	)	$	(7,809	)

Changes in operating assets and liabilities:
Accrued expenses		(769,283	)		166,871			(602,412	)