| 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 and nine months ended September 30, 2025 and 2024. 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 and nine months ended September 30, 2025 and 2024, as previously reported in its Form 10-Q.
The accompanying condensed financial statements as of and for the three and nine months ended September 30, 2025 and 2024 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 and nine months ended September 30, 2025 and 2024. 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, 2024:
| |
| As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Accrued
expenses
|
| $ | 1,931,281 | |
| $ | 1,260,238 | |
| $ | 3,191,519 | |
|
Total
current liabilities
|
| | 13,137,858 | |
| | 1,260,238 | |
| | 14,398,096 | |
|
Deferred
tax liabilities, net
|
| | 481,420 | |
| | (274,112 | ) |
| | 207,308 | |
|
Total
liabilities
|
| | 13,770,752 | |
| | 986,126 | |
| | 14,756,878 | |
| |
| | | |
| | | |
| | | |
|
Accumulated
deficit
|
| | (19,072,209 | ) |
| | (986,126 | ) |
| | (20,058,335 | ) |
|
Total
stockholders’ equity
|
| $ | 11,141,746 | |
| $ | (986,126 | ) |
| $ | 10,155,620 | |
Balance Sheet – as of September 30, 2025:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Accrued
expenses
|
| $ | 2,083,662 | |
| $ | 1,640,794 | |
| $ | 3,724,456 | |
|
Total
current liabilities
|
| | 13,199,789 | |
| | 1,640,794 | |
| | 14,840,583 | |
|
Deferred
tax liabilities, net
|
| | 481,420 | |
| | (274,112 | ) |
| | 207,308 | |
|
Total
liabilities
|
| | 13,921,470 | |
| | 1,366,682 | |
| | 15,288,152 | |
| |
| | | |
| | | |
| | | |
|
Accumulated
deficit
|
| | (18,438,752 | ) |
| | (1,366,682 | ) |
| | (19,805,434 | ) |
|
Total
stockholders’ equity
|
| $ | 11,945,366 | |
| $ | (1,366,682 | ) |
| $ | 10,578,684 | |
Statement of Operations – Three Months Ended September 30, 2025:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Selling, general, and administrative expenses
|
| $ | 2,697,192 | |
| $ | 111,089 | |
| $ | 2,808,281 | |
|
Total operating expenses
|
| | 4,967,317 | |
| | 111,089 | |
| | 5,078,406 | |
|
Income from operations
|
| | 127,419 | |
| | (111,089 | ) |
| | 16,330 | |
|
Other income, net
|
| | 193,222 | |
| | (28,966 | ) |
| | 164,256 | |
|
Income before income taxes
|
| | 320,641 | |
| | (140,055 | ) |
| | 180,586 | |
|
Provision for income taxes
|
| | (75,773 | ) |
| | 20,456 | |
| | (55,317 | ) |
|
Net income
|
| | 244,868 | |
| | (119,599 | ) |
| | 125,269 | |
| |
| | | |
| | | |
| | | |
|
Net income per share – Basic and diluted
|
| $ | 0.02 | |
| $ | (0.01 | ) |
| $ | 0.01 | |
Statement of Operations – Three Months Ended September 30, 2024:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Selling, general, and administrative
expenses
|
| $ | 2,256,732 | |
| $ | 134,640 | |
| $ | 2,391,372 | |
|
Total operating expenses
|
| | 4,560,116 | |
| | 134,640 | |
| | 4,694,756 | |
|
Income from operations
|
| | 449,254 | |
| | (134,640 | ) |
| | 314,614 | |
|
Other income, net
|
| | 267,092 | |
| | (17,907 | ) |
| | 249,185 | |
|
Income before income taxes
|
| | 716,346 | |
| | (152,547 | ) |
| | 563,799 | |
|
Provision for income taxes
|
| | (164,764 | ) |
| | (11,886 | ) |
| | (176,650 | ) |
|
Net income
|
| | 551,582 | |
| | (164,433 | ) |
| | 387,149 | |
| |
| | | |
| | | |
| | | |
|
Net income per share – Basic and
diluted
|
| $ | 0.05 | |
| $ | (0.01 | ) |
| $ | 0.04 | |
Statement of Operations – Nine Months Ended September 30, 2025:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Selling,
general, and administrative expenses
|
| $ | 7,801,311 | |
| $ | 377,397 | |
| $ | 8,178,708 | |
|
Total
operating expenses
|
| | 14,751,634 | |
| | 377,397 | |
| | 15,129,031 | |
|
Income
(loss) from operations
|
| | 274,056 | |
| | (377,397 | ) |
| | (103,341 | ) |
|
Other
income, net
|
| | 553,739 | |
| | (77,818 | ) |
| | 475,921 | |
|
Income
before income taxes
|
| | 827,795 | |
| | (455,215 | ) |
| | 372,580 | |
|
Provision
for income taxes
|
| | (194,338 | ) |
| | 74,659 | |
| | (119,679 | ) |
|
Net
income
|
| | 633,457 | |
| | (380,556 | ) |
| | 252,901 | |
| |
| | | |
| | | |
| | | |
|
Net
income per share – Basic and diluted
|
| $ | 0.06 | |
| $ | (0.04 | ) |
| $ | 0.02 | |
Statement of Operations – Nine Months Ended September 30, 2024:
| |
|
As
Previously
Reported
| |
|
Adjustment
| |
|
As
Restated
| |
| |
| | | |
| | | |
| | | |
|
Selling, general, and
administrative expenses
|
| $ | 7,505,751 | |
| $ | 396,918 | |
| $ | 7,902,669 | |
|
Total operating expenses
|
| | 14,364,077 | |
| | 396,918 | |
| | 14,760,995 | |
|
Income (loss) from operations
|
| | 387,768 | |
| | (396,918 | ) |
| | (9,150 | ) |
|
Other income, net
|
| | 664,587 | |
| | (44,787 | ) |
| | 619,800 | |
|
Income before income
taxes
|
| | 1,052,355 | |
| | (441,705 | ) |
| | 610,650 | |
|
Provision for income
taxes
|
| | (244,180 | ) |
| | (35,658 | ) |
| | (279,838 | ) |
|
Net income
|
| | 808,175 | |
| | (477,363 | ) |
| | 330,812 | |
| |
| | | |
| | | |
| | | |
|
Net income per share –
Basic and diluted
|
| $ | 0.08 | |
| $ | (0.05 | ) |
| $ | 0.03 | |
Statements of Stockholders' Equity – Three Months Ended September 30, 2025:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Balance as
of July 1, 2025
|
| | | |
| | | |
| | | |
|
Accumulated deficit
|
| $ | (18,683,620 | ) |
| $ | (1,247,083 | ) |
| $ | (19,930,703 | ) |
|
Total stockholders’ equity
|
| | 11,677,738 | |
| | (1,247,083 | ) |
| | 10,430,655 | |
| |
| | | |
| | | |
| | | |
|
Balance as
of September 30, 2025
|
| | | |
| | | |
| | | |
|
Accumulated deficit
|
| $ | (18,438,752 | ) |
| $ | (1,366,682 | ) |
| $ | (19,805,434 | ) |
|
Total stockholders’ equity
|
| | 11,945,366 | |
| | (1,366,682 | ) |
| | 10,578,684 | |
Statements of Stockholders' Equity – Three Months Ended September 30, 2024:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Balance as
of July 1, 2024
|
| | | |
| | | |
| | | |
|
Accumulated deficit
|
| $ | (20,490,518 | ) |
| $ | (930,747 | ) |
| $ | (21,421,265 | ) |
|
Total stockholders’ equity
|
| | 9,672,092 | |
| | (930,747 | ) |
| | 8,741,345 | |
| |
| | | |
| | | |
| | | |
|
Balance as
of September 30, 2024
|
| | | |
| | | |
| | | |
|
Accumulated deficit
|
| $ | (19,938,936 | ) |
| $ | (1,095,180 | ) |
| $ | (21,034,116 | ) |
|
Total stockholders’ equity
|
| | 10,249,953 | |
| | (1,095,180 | ) |
| | 9,154,773 | |
Statements of Stockholders' Equity – Nine Months Ended September 30, 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 September
30, 2025
|
| | | |
| | | |
| | | |
|
Accumulated
deficit
|
| $ | (18,438,752 | ) |
| $ | (1,366,682 | ) |
| $ | (19,805,434 | ) |
|
Total
stockholders’ equity
|
| | 11,945,366 | |
| | (1,366,682 | ) |
| | 10,578,684 | |
Statements of Stockholders' Equity – Nine Months Ended September 30, 2024:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Balance as of January 1,
2024
|
| | | |
| | | |
| | | |
|
Accumulated
deficit
|
| $ | (20,747,111 | ) |
| $ | (617,817 | ) |
| $ | (21,364,928 | ) |
|
Total
stockholders’ equity
|
| | 9,367,886 | |
| | (617,817 | ) |
| | 8,750,069 | |
| |
| | | |
| | | |
| | | |
|
Balance as of September
30, 2024
|
| | | |
| | | |
| | | |
|
Accumulated
deficit
|
| $ | (19,938,936 | ) |
| $ | (1,095,180 | ) |
| $ | (21,034,116 | ) |
|
Total
stockholders’ equity
|
| | 10,249,953 | |
| | (1,095,180 | ) |
| | 9,154,773 | |
Statements of Cash Flows – Nine Months Ended September 30, 2025:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Cash
flows from operating activities:
|
| | | |
| | | |
| | | |
|
Net
income
|
| $ | 633,457 | |
| $ | (380,556 | ) |
| $ | 252,901 | |
| |
| | | |
| | | |
| | | |
|
Changes
in operating assets and liabilities:
|
| | | |
| | | |
| | | |
|
Accrued
expenses
|
| | 152,381 | |
| | 380,556 | |
| | 532,937 | |
Statements of Cash Flows – Nine Months Ended September 30, 2024:
| |
|
As Previously
Reported
| |
|
Adjustment
| |
|
As Restated
| |
| |
| | | |
| | | |
| | | |
|
Cash
flows from operating activities:
|
| | | |
| | | |
| | | |
|
Net
income
|
| $ | 808,175 | |
| $ | (477,363 | ) |
| $ | 330,812 | |
| |
| | | |
| | | |
| | | |
|
Changes
in operating assets and liabilities:
|
| | | |
| | | |
| | | |
|
Accrued
expenses
|
| | 291,619 | |
| | 477,363 | |
| | 768,982 | |
|