DWAY 10-K & 10-Q changes, risk factors and insider trading
Driveitaway Holdings, Inc. · OTC · Services-Educational Services · CIK 1394638 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
We are not required to provide this information as we are a smaller reporting company.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“As of September 30, 2024, our current liabilities were $4,373,184 which were comprised of $994,270 in accounts payable and accrued liabilities, $12,752 in accrued interest – related party, $3,306 in deferred revenue, $1,339 in customer deposits, $25,080 in due to related party, $270,000 in promissory notes payable in default, $42,500 in promissory notes payable – related parties, $1,597,312 in convertible notes payable, and $1,386,014 in derivative liability. …”see in full comparison
“As of September 30, 2025, our current liabilities were $9,070,576 which were comprised of $1,682,958 in accounts payable and accrued liabilities, $21,252 in accrued interest – related party, $15,740 in deferred revenue, $26,380 in due to related party, $20,000 in promissory notes payable in default, $42,500 in promissory notes payable – related parties, $1,693,877 in convertible notes payable, $450,000 in convertible notes payable, in default, and $4,454,765 in derivative liability. …”see in full comparison
“During the year ended September 30, 2025 the company did not generate positive cash flows from operating activities. For the year ended September 30, 2025 net cash flows used in operating activities was $477,743 consisting of a net loss of $4,902,480, reduced by amortization debt discount of $250,672, amortization and depreciation of $144,962, loss on change in fair value of derivative liability of $2,877,466, amortization of deferred financing costs of $236,952, loss on sale of fixed assets of $16,212, and a change in operating assets and liabilities of $640,014.”see in full comparison
“During the year ended September 30, 2023 the company did not generate positive cash flows from operating activities. For the year ended September 30, 2023, net cash flows used in operating activities was $445,105 consisting of a net loss of $930,137, reduced by stock-based compensation expenses of $15,000, amortization debt discount of $122,279, depreciation of $36,783, a loss on debt extinguishment of $36,313, a change in operating assets and liabilities of $444,380, and gain on change in fair value of derivative liability of $169,723.”see in full comparison
“During the year ended September 30, 2023, the Company generated $310,000 from the issuance of convertible notes, $104,458 from the promissory notes, $50,000 from related party notes payable, and $26,460 from related party advances. These proceeds were partially offset by repayments on related party advances, promissory notes payable, and payments for debt issuance costs of $1,460, $42,011, and $33,388, respectively.”see in full comparison
Operating expenses for the year ended September 30,see in full comparison20242025 were$706,416$1,004,196 as compared to$830,976$706,416 for the year ended September 30,2023.2024. Thedecreaseincrease of$124,560$297,780 was primarily attributable to a$29,730$78,155decreaseincrease in salaries and payroll taxes, a $74,173 increase in software development costs, a $258,459 increase in stock compensation expense, and a$94,664$1,496 decrease in professionalfees.fees, a $104,692 decrease in general and administrative, and a $6,819 decrease in advertising costs.
Full comparison: every changed paragraph (13)
Revenues
for the year
ended September 30, 20242025 was $460,991,$987,937, as compared to $307,284$460,661 for the year ended September 30, 2023,2024, an increase of $153,707$526,946 primarily
primarily due to a $149,248$526,946 increase in rental revenue.revenue as a result of the addition of 6 vehicles to the pool of vehicles available for rental during
the fiscal year ending September 30, 2025 and a total of 32 vehicles added over the past twenty-four months.
Operating expenses for the year
ended September 30, 20242025 were $706,416$1,004,196 as compared to $830,976$706,416 for the year ended September 30, 2023.2024. The decreaseincrease of $124,560$297,780 was primarily
attributable to a $29,730$78,155 decreaseincrease in salaries and payroll taxes, a $74,173 increase in software development costs, a $258,459 increase
in stock compensation expense, and a $94,664$1,496 decrease in professional fees.fees, a $104,692 decrease in general and administrative, and a $6,819
decrease in advertising costs.
Operating loss was $568,155$868,503 for
the year ended September 30, 2024,2025, as compared to $762,455$568,155 for the year ended September 30, 2023.2024. The increase of $194,300$300,348 was largely
attributable to aan decreaseincrease in professionaloperating fees, salaries, and payroll taxesexpenses and a large increase in rental revenue.
Other income (expenses) for year ended September 30, 2024
2025 were ($1,680,088$4,033,977),
as compared to ($167,682$1,680,088) for the year ended September 30, 2023.2024. The increase of $1,512,406$2,353,889 was attributable
to increases in amortization
debtgain discountor (loss) on disposition of $271,667,assets of $16,212, change in fair value of derivative liability of $512,474,$2,534,715, amortization
of deferred financing costs of $201,236,
$35,716, financing cost of $24,999, and decreases in amortization of debt discount of $143,274 and interest
expense of $563,342.$114,479.
As of September 30, 2025, our current liabilities were $9,070,576 which were comprised of $1,682,958 in accounts payable and accrued liabilities, $21,252 in accrued interest – related party, $15,740 in deferred revenue, $26,380 in due to related party, $20,000 in promissory notes payable in default, $42,500 in promissory notes payable – related parties, $1,693,877 in convertible notes payable, $450,000 in convertible notes payable, in default, and $4,454,765 in derivative liability. As of September 30, 2024 our current liabilities were $4,373,184 which were comprised of $994,270 in accounts payable and accrued liabilities, $12,752 in accrued interest – related party, $3,306 in deferred revenue, $1,339 in customer deposits, $25,080 in due to related party, $270,000 in promissory notes payable, $42,500 in promissory notes payable in default, $1,597,312 in convertible notes payable, and $1,386,014 in derivative liability.
As
of September 30, 2024, our current liabilities were $4,373,184 which were comprised of $994,270
in accounts payable and accrued liabilities, $12,752 in accrued interest – related
party, $3,306 in deferred revenue, $1,339 in customer deposits, $25,080 in due to related
party, $270,000 in promissory notes payable in default, $42,500 in promissory notes payable
– related parties, $1,597,312 in convertible notes payable, and $1,386,014 in derivative
liability. As of September 30, 2023 our current liabilities were $1,878,080 which were
comprised of $664,707 in accounts payable and accrued liabilities, $4,918 in accrued interest
– related party, $7,233 in deferred revenue, $2,234 in customer deposits, $25,080 in
due to related party, $27,437 in promissory notes payable, $12,500 in promissory notes payable
in default, $50,000 in promissory notes payable – related parties, $1,082,654 in convertible
notes payable, and $1,317 in derivative liability.
During the year ended September 30, 2025 the company did not generate positive cash flows from operating activities. For the year ended September 30, 2025 net cash flows used in operating activities was $477,743 consisting of a net loss of $4,902,480, reduced by amortization debt discount of $250,672, amortization and depreciation of $144,962, loss on change in fair value of derivative liability of $2,877,466, amortization of deferred financing costs of $236,952, loss on sale of fixed assets of $16,212, and a change in operating assets and liabilities of $640,014.
During the year ended September
30, 2023 the company did not generate positive cash flows from operating activities. For the year ended September 30, 2023, net cash flows
used in operating activities was $445,105 consisting of a net loss of $930,137, reduced by stock-based compensation expenses of $15,000,
amortization debt discount of $122,279, depreciation of $36,783, a loss on debt extinguishment of $36,313, a change in operating assets
and liabilities of $444,380, and gain on change in fair value of derivative liability of $169,723.
During the year ended September 30, 2025 the Company purchased 6 vehicles for $137,290.
During the year ended September
30, 2023 the Company purchased two vehicles for $67,039 and developed a website for a total of $5,833.
During the year ended September 30, 2025, the Company generated $26,500 from the sale of common stock, $50,000 from the sale of warrants, $1,300 from related party advances, $248,888 from the issuance of convertible notes payable, and $379,600 from the issuance of promissory notes. These proceeds were partially offset by repayments on notes payable of $256,348.
During the year ended September
30, 2023, the Company generated $310,000 from the issuance of convertible notes, $104,458 from the promissory notes, $50,000 from related
party notes payable, and $26,460 from related party advances. These proceeds were partially offset by repayments on related party advances,
promissory notes payable, and payments for debt issuance costs of $1,460, $42,011, and $33,388, respectively.
The Company recognizes compensation expense for all restricted stock awards and stock options. During the year ended September 30, 2025, the Company recognized $258,459 in stock compensation expense. The fair value of restricted stock awards is measured using the grant date fair value of our stock, as determined by the Board of Directors. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black Scholes pricing model is affected by our stock value as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility and the risk-free interest rate.
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “For the six months ended March 31, 2026, compared to the six months ended March 31, 2025”
Largest changes
“For the six months ended March 31, 2026, compared to the six months ended March 31, 2025”see in full comparison
“During the three months ended December 31, 2025, we did not generate positive cash flows from operating activities. …”see in full comparison
“During the six months ended March 31, 2025, we did not generate positive cash flows from operating activities. For the six months ended March 31, 2025, net cash flows used in operating activities was $161,862, consisting of a net income of $8,505, reduced by a loss on change in fair value of derivative liability of $911,982, amortization debt discount of $78,480, depreciation and amortization of $74,292, amortization of deferred financing costs of $171,468, and a change in operating assets and liabilities of $417,375.”see in full comparison
“Operating expenses for the six months ended March 31, 2026, decreased $68,874 as compared to the six months ended March 31, 2025. The increase was primarily attributable to decreases in general and administrative of $120,084, and software development of $18,415, offset by increases in stock compensation of $76,250 and salaries and payroll taxes of $27,131.”see in full comparison
During thesee in full comparisonthreesix months endedDecemberMarch 31,2025,2026, the Company generated$126,944$175,563 fromfromfinancing activities including proceeds of $290,000 from the sale ofwarrantswarrants, and $914,658 from the issuance of$240,000, proceeds fromconvertiblenotespromissory notes,payable of $24,000,which waspartiallyoffset by$137,056$548,808 for repayment of promissorynotes.notes, proceeds from Notes Payable of $230,213 and $710,500 for repayment of convertible notes payable.
“Other expense for the six months ended March 31, 2026, was $686,281, as compared to net other income of $372,781 for the six months ended March 31, 2025. The change of $1,059,062 is primarily attributable to the change in fair value of derivative liabilities of $818,296 and an increase in discount amortization of $323,771.”see in full comparison
Full comparison: every changed paragraph (28)
For the three months
ended DecemberMarch 31, 2025,2026, compared to the three months ended DecemberMarch 31, 20242025
Our operating results for
the three months ended DecemberMarch 31, 20252026 and 20242025 are summarized as follows:
Revenues for the three months
ended DecemberMarch 31, 2025,2026, increased $40,296$166,857 from $241,946$210,665 for the period ending DecemberMarch 31, 2024,2025, to $282,242$377,522 for the period ending DecemberMarch 31,
31, 2025.2026. This was due to a $40,296$166,857 increase in rental revenue and insurance revenue as a result of more vehicles available to rent.
Cost of revenue for the three months ended DecemberMarch
31, 2025,2026, increased $55,093,$141,636, from $143,255$181,089 for the period ending DecemberMarch 31, 2024,2025, to $198,348$322,725 for the period ending DecemberMarch 31, 2025.2026.
Operating expenses for the
three months ended DecemberMarch 31, 2025,2026, decreased $132$71,390 as compared to the three months ended DecemberMarch 31, 2024.2025. The decrease was primarily
attributable to decreases in salaries and payroll taxes of $10,996, general and administrative of $26,006,$96,728, softwareprofessional developmentfees of $15,615,
and,$45,616, and offset by increases in salaries
and payroll taxes of $38,128, and stock compensation expense of $40,625 and professional fees of $11,860.$35,625.
Loss from operations was
$140,277$142,053 for the three months ended DecemberMarch 31, 2025,2026, as compared to $125,612$(238,664) for the three months ended DecemberMarch 31, 2024.2025. The increasedecrease
of $14,665$96,611 was due to lower grossoperating profit.expenses.
Other incomeexpense for the three
months ended DecemberMarch 31, 2025,2026, was $689,145, $(1,375,327),
as compared to net other expense of $582,075$(209,294)1 for the three months ended DecemberMarch 31, 2024.
2025. The change of $92,405$(1,166,033) is primarily attributable
to the changereduced in fair valueamortization of derivativedebt liabilitiesdiscount as the maturity dates of $67,792.notes payable is reached.
For the six months ended March 31, 2026, compared to the six months ended March 31, 2025
Our operating results for the six months ended March 31, 2026 and 2025 are summarized as follows:
Revenues for the six months ended March 31, 2026, increased $207,153 from $452,611 for the period ending March 31, 2025, to $659,764for the period ending March 31, 2026. This was due to a $207,153 increase in rental revenue and insurance revenue as a result of more vehicles available to rent.
We anticipate that, in 2026 automotive supply and demand will see a continuing return to more historically normal levels which should translate into greater vehicle availability for vehicles on our platform, leading to a further increase in revenues.
Cost of revenue for the six months ended March 31, 2026, increased $196,729, from $324,344 for the period ending March 31, 2025, to $521,073 for the period ending March 31, 2026.
Operating expenses for the six months ended March 31, 2026, decreased $68,874 as compared to the six months ended March 31, 2025. The increase was primarily attributable to decreases in general and administrative of $120,084, and software development of $18,415, offset by increases in stock compensation of $76,250 and salaries and payroll taxes of $27,131.
Loss from operations was $284,978 for the six months ended March 31, 2026, as compared to $364,276 for the six months ended March 31, 2025. The increase of $79,298 was due to higher operating expenses.
Other expense for the six months ended March 31, 2026, was $686,281, as compared to net other income of $372,781 for the six months ended March 31, 2025. The change of $1,059,062 is primarily attributable to the change in fair value of derivative liabilities of $818,296 and an increase in discount amortization of $323,771.
The following table provides selected financial data about our Company
as of DecemberMarch 31, 2025,2026, and September 30, 2025.
As of DecemberMarch 31, 2025,2026, our working capital deficiency decreased $1,018,169$63,479 as
as compared to September 30, 2025. This was primarily attributable to a $1,007,204$44,651 decreaseincrease in current liabilities.assets offset by the increase in current
liabilities of $151,206.
During the three months ended December 31, 2025, we did not generate positive
cash flows from operating activities. For the three months ended December 31, 2025, net cash flows used in operating activities was $176,881,
consisting of a net income of $548,868, a gain on change in fair value of derivative liability of $981,354, loss on sale of fixed assets
of $19,447, and increased by amortization debt discount of $109,782, stock compensation expense of $40,625, amortization of deferred financing
costs of $11,811, depreciation and amortization of $28,102, and an increase in operating assets and liabilities of $45,905.
During the threesix months ended
December March 31, 2024,2026, we did not generate positive cash
flows from operating activities. For the threesix months ended DecemberMarch 31, 2024,2026, net
cash flows used in operating activities was $55,686,$(479,987) consisting
of a net incomeloss of $456,463,$971,259 a gain on change in fair value of derivative
liability of $913,562,$93,686, and increased by amortization debt discount
of $59,378,$402,251, amortization of deferred financing costs of $137,580,$11,811, depreciation
and amortization of $37,554,$41,344, and a change in operating
assets and liabilities of $166,901.$42,316.
During the six months ended March 31, 2025, we did not generate positive cash flows from operating activities. For the six months ended March 31, 2025, net cash flows used in operating activities was $161,862, consisting of a net income of $8,505, reduced by a loss on change in fair value of derivative liability of $911,982, amortization debt discount of $78,480, depreciation and amortization of $74,292, amortization of deferred financing costs of $171,468, and a change in operating assets and liabilities of $417,375.
During the three months ended December 31, 2025, the Company generated $99,680
in cash from investing activities from the sale of vehicles from its rental fleet.
During the threesix months ended
DecemberMarch 31, 2024,2026, the Company usedreceived $137,289$347,500 cash from proceeds from sale of fixed assets from investing activities to purchase vehicles for its rental fleet.activities..
During the six months ended March 31, 2025, the Company used $137,289 cash from investing activities to purchase vehicles for its rental fleet.
During the threesix months ended DecemberMarch 31, 2025,2026, the Company generated $126,944$175,563 from
from financing activities including proceeds of $290,000 from the sale of warrantswarrants, and $914,658 from the issuance of $240,000, proceeds from convertible notespromissory
notes, payable of $24,000,
which was partially offset by $137,056$548,808 for repayment of promissory notes.notes, proceeds from Notes Payable of $230,213 and $710,500 for repayment
of convertible notes payable.
During the threesix months ended
DecemberMarch 31, 2024,2025, the Company generated $228,745$316,733 from financing activities including proceeds of $450$1,300 from related party advances, $180,117$268,812
from the issuance of promissory notes, $57,458$103,708 from the issuance of convertible promissory notes, proceeds from the sale of warrants
of of
$50,000, and proceeds from the sale of common stock of $5,000 which was partially offset by $64,280$112,087 for repayment of promissory notes.
As of DecemberMarch 31, 2025,2026, the Company had a net incomeloss of $548,868,$971,259, accumulated
deficit of $9,912,751$11,432,878 and did not have sufficient cash on hand to cover expenses for the next twelve (12) months. The Company intends
to convert its convertible debt into common stock and to fund operations through equity financing arrangements, which may be insufficient
to fund its capital expenditures, working capital and other cash requirements for the ensuing twelve months.
During the periods ended DecemberMarch 31, 20252026 and 2024,
2025, the Company derived its revenue
from signed contracts for vehicle rentals between the Company, other leasing companies, or car dealerships
and individual car rental customers
(“customers”).
Initial non-refundable fees are recognized when payment
is received as the Company has no obligation to provide additional services at that point. Miscellaneous charges for extra mileage, late
fees, or toll charges calculated and charged to the customer credit card at the end of the usage cycle are recognized when the credit
card charge goes through. Refundable deposits are recorded on the balance sheet until deposits are returned to customers or applied to
their account for fees incurred. Deferred revenue includes rental and insurance amounts that are paid for contracts that overlap a reporting
date and relate to usages after that date. As of DecemberMarch 31, 20252026 and September 30, 2025 refundable deposits were $0 and $0 and deferred
revenue revenue
was $15,912$26,261 and $15,740, respectively.
DWAY insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding DWAY (13F)
None of the 59 investors we track reported a position in their latest 13F.