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GFLT 10-K & 10-Q changes, risk factors and insider trading

GenFlat Holdings, Inc. · OTC · Services-Management Consulting Services · CIK 1796949 · All filings on SEC.gov

Everything below is quoted or computed from GenFlat Holdings, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

9 / 6risk-factor paragraphs added / removed in latest 10-K
4new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-09-25 (period ending 2026-06-30) with 10-K filed 2025-09-19 (period ending 2025-06-30).

Risk Factors (10-K Item 1A)

9new paragraphs
6removed paragraphs
14reworded paragraphs
13,646 → 14,125words in section

New heading “The ongoing conflict in Iran may disrupt the global maritime shipping industry”

New heading “Shares eligible for future sale may adversely affect the market for our securities and our ability to raise additional equity capital.”

New heading “We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.”

New heading “Rule 144 May Not Be Available To You”

Removed heading “Because our executive officers engage in other business activities, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.”

Removed heading “We do not currently have any general liability insurance to protect us in case of customer or other claims.”

Removed heading “Because our Company does not have nomination and corporate governance, audit or compensation committees, you will have to rely on the board of directors to perform these functions.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text
“Because our executive officers engage in other business activities, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.”
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Removed text
“Because our Company does not have nomination and corporate governance, audit or compensation committees, you will have to rely on the board of directors to perform these functions.”
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New text
“We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.”
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New text
“Shares eligible for future sale may adversely affect the market for our securities and our ability to raise additional equity capital.”
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Removed text
“We do not currently have any general liability insurance to protect us in case of customer or other claims.”
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New text topics: israel, middle east
“On February 28, 2026, a war began between the U.S., Israel and Iran (the “Iran War”), further increasing the conflicts and tensions in the Middle East, resulting in significant disruptions to key trade routes, especially the Strait of Hormuz, tightened global supply of certain commodities, and increased energy costs. Recent escalations in the Iran War have increased the uncertainty regarding the duration and severity of these disruptions and any further impacts on the global markets. A prolonged war could result in lower demand for our containers due to less maritime traffic in the region. …”
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Full comparison: every changed paragraph (29)

Green = added, red = removed. Unchanged paragraphs, 3 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

GenFlat does not have a history of profitable operations. As a result, the Company’s registered public accounting firm in their audit report has expressed substantial doubt about the Company’s ability to continue as a going concern. Continued operations are dependent on the Company’s ability to generate profitable operations. Furthermore, our Company has incurred an accumulated deficit of $7,818,388$11,093,510 from inception to June 30, 30, 2025 and has not fully implemented its business plan.2026. The financial statements do not include any adjustments that might result from the uncertainty about the Company’s ability to continue its business. If we are unable to obtain additional financing from outside sources and eventually produce sufficient revenue, we may be forced to sell our assets, or curtail or discontinue our operations.

Reworded

We may not be able to generate significant revenue either through customer contracts for our potential products or technologies or through development contracts from the U.S. government or government subcontractors. We expect to improve and expand production, sales, marketing and administrative systems and processes. As a result, we will need to generate significant revenue to achieve profitability. We cannot assureprovide youassurance that we will ever achieve profitability.

Reworded

Currently, we have one paying customer. We have one rental agreement in place with this customer for use of GenFlat containers, and we have generated nominal revenue to date pursuant to this rental agreement. In addition, we have lease agreements with two customers to provide GenFlat containers starting during the fourth quarter of 2025. Our business does not presently generate the cash needed to finance our current and anticipated operations operations. Based on our current operating plan and budgeted cash requirements, we believe that we will need to obtain additional future financing after that time to finance our operations until such time that we can conduct profitable revenue-generating activities. We intend to obtain financing through an equity offering to meet the capital requirements to manufacture our current customers’ products; however, there is no assurance that such financing will be available through these plans or other sources. We also expect that we will need to seek other additional financing in the futurefunding through public or private financings, including including equity or debt financings. Poor financial results, unanticipated expenses or unanticipated opportunities could require additional financing sooner than we expect. We cannot assure you that any amount raised will be sufficient to finance our operations. Other additional financing may not be available when we need it or may not be available on acceptable terms.

Reworded

Additional financing may not be be available to us, due to, among other things, our Company not having a sufficient credit history, income stream, profit level, asset base base eligible to be collateralized, or market for its securities. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our existing stockholders may be reduced, and these securities may have rights superior to those of our common stock. If adequate funds are not available to satisfy our near-term and long-term capital requirements, or if planned revenues are not generated, we may be required to substantially limit our operations.

Reworded

Currently,We we have one paying customer. Wecurrently have one rental agreement, agreementtwo inequipment placelease agreements, and four trial agreements with thisa customer for usetotal of GenFlatseven containers, and we have generated nominal revenue to date pursuant to this rental agreement.customers. In addition, we have lease agreements with two customers to provide GenFlat containers starting during the fourth quarter of 2025.calendar 2026.

Reworded

Our business prospects are difficult difficult to predict because of our limited operating history, early stage of development, limited financial resources, and unproven business strategy. Although our management believes that our current business plan has significant potential, our Company may never attain profitable operations, and and our management may not succeed in realizing its business objectives. If we are not able to execute our business plan as anticipated, our our Company may not be able to achieve profitability, and you may lose your entire investment in our securities.

Reworded

Our GenFlat business has had limited operations to date. Therefore, we have a limited history upon which to evaluate the merits of investing in our Company. You should be aware of the difficulties normally encountered by newer businesses and the high rate of failure of such enterprises. The likelihood of success must be considered consideringconsider the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we may undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate enough cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We expect to incur significant losses into the foreseeable future. We recognize that if our business is not succeeding, we will not be able to continue business operations. There is limited history upon which to base any assumption as to the likelihood that we will prove successful, and we may never achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Reworded

We currently have one rental agreement andagreement, two equipment lease agreements, and four trial agreements with a total of threeseven customers. While we are in in various stages of evaluation with potential additional customers, to succeed, we must attract and retain new customers on a cost-effective basis, many of whom have not previously used marine container products like ours. We will rely upon various third-parties, including channel partnerships with logistics companies, associations, ports and consultants. In addition, we intend to rely on a variety of other methods to market our product, including, among others, identifying prospective clients through the personal and professional relationships of our management team, attending conferences, trade shows and other industry events, online advertising and word of mouth. If we are unable to utilize any of our current or intended marketing initiatives or the cost of such initiatives were to significantly increase or such initiatives or our efforts to satisfy our existing customers are not successful, we may not be able to attract new customers or retain customers on a cost-effective basis and, as a result, our revenue and results of operations would be affected adversely.

Reworded

Our present business and planned planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that our Company will generate significant revenues or profits. In addition, our business model is unproven and is likely to continue to evolve. Accordingly, our initialcurrent business model may not be successful and may need to be changed. Our ability to generate significant revenues will depend, in large part, on our ability to successfully market our products to potential users who may not be convinced of the need for our products and services. We intend to continue to develop our business model as our Company continues to grow.

Reworded

All of our GenFlat Containers are currently manufactured pursuant to our exclusive Teaming Agreement with China International MarineMariner Containers (“CIMC”) in Dalian, China. In addition, the container manufacturing industry in China is highly concentrated. In the event that it were to become more difficult or more expensive for us to procure containers in China because of further consolidation among container suppliers, reduced production by our supplier, increased tariffs imposed by the United States or other governments or for any other reason, we may be unable to fully pass these increased costs through to our customers in the form of higher lease rates and we may not be able to adequately invest in and grow our container fleet.

Added

The ongoing conflict in Iran may disrupt the global maritime shipping industry

Added

On February 28, 2026, a war began between the U.S., Israel and Iran (the “Iran War”), further increasing the conflicts and tensions in the Middle East, resulting in significant disruptions to key trade routes, especially the Strait of Hormuz, tightened global supply of certain commodities, and increased energy costs. Recent escalations in the Iran War have increased the uncertainty regarding the duration and severity of these disruptions and any further impacts on the global markets. A prolonged war could result in lower demand for our containers due to less maritime traffic in the region. In response to these risks, we have worked with our manufacturing supplies and delayed certain expenditures related to new container development.

Reworded

Our Company depends greatly on our Chief Executive Officer, Drew Hall andHall, our President, Garrett Hall.Hall, our Chief Commercial Officer, Matt Albanese, and our Chief Financial Officer William Benz. Our success will depend, in part, upon our ability to attract and retain additional skilled personnel, which will require substantial additional funds. We cannot assure you that our Company will be able to find, attract and retain additional qualified employees, directors, and advisors having the skills necessary to operate, develop and grow our business. Our inability to hire qualified personnel, the loss of services of Mr.any Drewof Hallour orkey Mr. Garrett Hall,executives, or the loss of services of other executive officers, key employees, or advisors that may be hired in the future, may have a material and adverse effect on our Company’s business. We currently do not maintain “key man” insurance policies on the lives of these individuals or the lives of any of our other officers or employees.

Removed

Because our executive officers engage in other business activities, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Removed

Our Chief Executive Officer, Drew Hall, currently devotes approximately 95% of his working time providing management services to our Company. Our other executive officers expect to devote approximately 40 hours per week providing management services to our Company. Since none of our executive officers are required to commit their full time to the affairs of the Company, such persons may have conflicts of interest in allocating management time among their various business activities. It is possible that their demands from their various other business obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. The loss of any of our officers or directors could negatively impact our business development.

Removed

We do not currently have any general liability insurance to protect us in case of customer or other claims.

Removed

We do not have any general liability insurance to cover any potential claims to which we are exposed. Any imposition of liability would increase our operating losses and reduce our net worth and working capital.

Removed

Because our Company does not have nomination and corporate governance, audit or compensation committees, you will have to rely on the board of directors to perform these functions.

Removed

Our Company does not have a nomination and corporate governance, audit or compensation committee and these functions are performed by the board of directors as a whole, which is currently comprised of one director, our Chief Executive Officer, Drew Hall. Thus, there is a potential conflict in that the board member who is also part of management participates in discussions concerning management compensation and audit issues that may affect management decisions. These decisions may not be in your best interests.

Reworded

RISKS RELATED TO OWNING OUR SECURITIES

Reworded

There is currently no active public trading market for our common stock and an active trading market in our common may not develop or, if developed, may not be sustained. Our common stock is quoted on the OTCOTCQB® MarketsVenture Market (OTCOTCQB) Pink)of the OTCMarkets under the symbol “GFLT.” To date, however, a minimal public trading market has developed, so purchasers and/or holders of our securities may have difficulty selling their shares should they desire to do so. In the event an active market develops in our securities, it may not be sustained. As a result, you should purchase shares only as a long-term investment, and you must be prepared to hold your shares for an indefinite period.

Added

Shares eligible for future sale may adversely affect the market for our securities and our ability to raise additional equity capital.

Added

A significant number of our total outstanding shares are considered restricted securities. From time to time, certain of the Company’s stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), subject to certain limitations. In general, a non-affiliate stockholder who has satisfied a six-month holding period may, under certain circumstances, sell its shares, without limitation. Any substantial sale of the Company’s common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our common stock, even if our business is doing well. A decline in the market price of our common stock might impede our ability to raise capital through the issuance of additional shares of common stock or other equity securities.

Reworded

Our directors, executive officers officers and affiliates own approximately [26%]23.17% of our outstanding common stock. Accordingly, these stockholders may exert significant influence influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, a merger, the consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. The interests of these stockholders may not be the same as or may even conflict with our other investors’ interests. For example, these stockholders could delay or prevent a change in control of us, even if such a change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company or our assets. The significant concentration of stock ownership may negatively impact the value of our common stock due to potential investors’ perception that conflicts of interest may exist or arise.

Added

Our bylaws also provide that, notwithstanding the above, the federal district court for the District of Delaware shall be the sole and exclusive forum for (i) any actions, claims or proceedings brought to enforce a duty or liability created by the Exchange Act or the Securities Act, unless the Corporation consents in writing to the selection of an alternative forum; or (ii) any other claim for which the federal courts have exclusive jurisdiction.

Added

We may experience fluctuations in our tax obligations and effective tax rate, which could materially and adversely affect our results of operations.

Added

We are subject to U.S. federal and state income taxes and taxes in certain other non-U.S. jurisdictions. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. Our effective tax rates could be affected by numerous factors, such as changes in tax, accounting and other laws, regulations, administrative practices, principles and interpretations, the mix and level of earnings in a given taxing jurisdiction or our ownership or capital structures. For example, the United States government may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate, an increase in the tax rate applicable to certain income earned overseas and elimination of certain exemptions, and the imposition of minimum taxes or surtaxes on certain types of income. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. We urge investors to consult with their legal and tax advisers regarding implications of potential changes in U.S. tax laws on an investment in our common stock.

Added

Rule 144 May Not Be Available To You

Added

Although we do not consider our Company to be a shell company or an issuer that has been at any time previously a shell company, our Company may be deemed as such by third parties, including brokerage firms and government agencies, including the U.S. Securities and Exchange Commission (the “SEC”). Rule 144 is not available for the resale of securities initially issued by a shell company or an issuer that has been at any time previously a shell company unless the issuer: (i) has ceased to be a shell company; (ii) is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; (iii) has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer a shell company. Thereafter, such securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed “Form 10 information” with the SEC. As a result, in the event we are considered to have previously been a shell company and do not meet all of these criteria, Rule 144 will not be available to you.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

8new paragraphs
5removed paragraphs
14reworded paragraphs
3,603 → 5,189words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: default, interest rate
“During the year ended June 30, 2024, the Company entered into three promissory note agreements with the Company’s CEO, Drew Hall, for a total principal of $205,000. The Company will pay 2.5% per annum, until the total principal is paid in full. The note has no maturity date and no default interest rate. During the years ended June 30, 2025 and June 30, 2024, the Company repaid $105,000 and $100,000, respectively. The promissory notes and accrued interest were fully paid off as of June 30, 2025.”
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New text topics: fine
“On September 24, 2025, the Board appointed William R. Benz, age 74, as Chief Financial Officer of the Company, effective upon completion of the Public Offering. In connection with his appointment, the Company and Mr. Benz entered into an employment agreement, which was amended on December 30, 2025, effective upon completion of the Public Offering, which provided that Mr. …”
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New text topics: fine
“On September 24, 2025, the Company entered into a written employment agreement with Mr. Garrett Hall as its President, which was amended on December 30, 2025. The employee agreement provided that Mr. Hall’s base salary was $150,000 per year and effective January 1, 2025, Mr. Hall’s employment agreement was modified to provide for an annual salary of $175,000 per year. Upon completion of the Company’s public offering that closed on February 4, 2026, Mr. …”
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New text topics: fine
“On September 24, 2025, the Board appointed Matthew J. Albanese, age 73, as Chief Commercial Officer of the Company, effective upon completion of the Public Offering. In connection with his appointment, the Company and Mr. Albanese entered into an employment agreement, which was amended on December 30, 2025, effective upon completion of the Public Offering, which provided that Mr. …”
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New text topics: fine
“On September 24, 2025, the Company entered into a written employment agreement with Mr. Drew Hall as Chief Executive Officer. The employee agreement provided that Mr. Hall’s base salary was $180,000 per year. Upon completion of the Company’s public offering of securities that closed on February 4, 2026 (the “Public Offering”), Mr. …”
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Reworded topics: impairment

Paragraph as it now reads, with added and removed wording marked:

Impairment loss was $1,130,000$501,118 for the year ended June 30, 2025,2026, as compared to $0$1,130,000 for 2024,2025, ana increasedecrease of $1,130,000.$628,882. The impairment loss for the yearyears ended June 30, 2026 and 2025 primarily related to $1,130,000impairment of impairmentthe expenseCompany’s of40 rentalfoot inventory.and 20 foot containers as we focus on our new high cube design.
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Full comparison: every changed paragraph (27)

Green = added, red = removed. Unchanged paragraphs, 5 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

We are an early-stage company that developed a more sustainable collapsible marine container (the “GenFlat Container”), that can be collapsed when emptied and stacked in bundles of four collapsed containers that take the same space as aone standardconventional high cube marine container. When GenFlat Containers are stacked 4-to-1, they can save up to 75% on: 1) freight costs, terminal handling fees, transloading fees, and other fees; 2) carbon emitted by ocean vessels, trucks, and trains by reducing the number of trips necessary; and 3) space required at ports, container yards, and distribution centers. We operate as a container sales and leasing company and supply GenFlat’s patented marine container primarily to shipping line customers under a variety of short and long-term lease structures.

Reworded

We commenced commercial operations in May 2024. Presently,We ourcurrently commercial operations consist ofhave one rental agreement andagreement, two equipment lease agreements, and four trial agreements to provide GenFlat Containers towith a total of threeseven customers, including one agreement entered into in August 2025 and one agreement entered into in Septembercustomers. 2025. The lease agreements demonstrate commercial acceptance of our GenFlat Container. Our Company is also in various stages of evaluation with with potential customers to lease GenFlat Containers, including shipping lines, retailers, logistics companies, and the United States military.

Reworded

For the years ended June 30, 2025,2026, and 2024, respectively,2025, we generated revenue from our operations of $7,894$6,120 and $5,234,$7,894, and our net losses from operations were $4,709,006$3,313,115 and and $1,232,730,$4,709,006, respectively.

Reworded

Revenue was $7,894$6,120 for the year ended June 30, 2025,2026, as compared to $5,234$7,894 for 2024,2025, ana increasedecrease of $2,660,$1,774. whichT decrease in revenue in 2026 was the result of the Company’s first short term contract for the leasing of GenFlat Containers.Containers in 2025 which ended during 2026.

Reworded

Cost of goods sold was $177,279$76,820 for the year ended June 30, 2025,2026, as compared to $168,540$177,279 for 2024,2025, ana increasedecrease of $8,739.$100,459. The cost of goods sold for the year ended June June 30, 20252026 primarily related to $124,920$60,825 of depreciation expense of rental inventory, and $52,359$15,995 transportation expenses of the Company’s collapsible marine container. The cost of goods sold for the year ended June 30, 20242025 primarily related to $79,500$124,920 of depreciation expense of rental inventory inventory, and $89,040$52,359 transportation expenses of the Company’s collapsible marine container.

Reworded

Research and development expenses were $103,322$11,016 for the year ended June 30, 2025,2026, as compared to $0$103,322 for 2024,2025, ana increasedecrease of $103,322,$92,306, which was the result of increasedcompletion of the Company’s redesign work leading to decreased engineering, consulting and research and development activity of the Company’s collapsible marine container.container

Reworded

General and administrative expenses for the year ended June 30, 2025,2026, were $3,306,299,$2,730,281, compared to $1,069,424$3,306,299 for 2024,2025, ana increasedecrease of $2,236,875,$576,018. whichThe decrease was primarily primarily related to an increasedecrease in stock-based compensation expense of $2,365,648$1,409,109 associated with new advisor agreements,agreements issued in the prior year, partially offset by an increase of approximately $46,000 $286,000 in payroll costs, partiallyan offset by a declineincrease of $67,000approximately $217,000 in professional feeslegal and $229,000professional fees related to the offering, and an increase of in advertising$53,000 in accounting costs.

Reworded

Impairment loss was $1,130,000$501,118 for the year ended June 30, 2025,2026, as compared to $0$1,130,000 for 2024,2025, ana increasedecrease of $1,130,000.$628,882. The impairment loss for the yearyears ended June 30, 2026 and 2025 primarily related to $1,130,000impairment of impairmentthe expenseCompany’s of40 rentalfoot inventory.and 20 foot containers as we focus on our new high cube design.

Reworded

Net cash used in operating activities activities for the year ended June 30, 2025,2026, was $1,177,670$3,955,430 versus net cash used in operating activities of $2,438,593$1,177,670 for the year ended June 30, 2024, a2025, decreasean increase of $1,260,923.$2,777,760. The decreaseincrease in net cash used in operating activities was primarily due to limitedincreased spending on the Company’s inventory compared to the prior year.

Added

Net cash provided by financing activities during the year ended June 30, 2026 was $6,369,316, an increase of $5,180,787 from cash provided by financing activities in 2025 of $1,188,529. Proceeds from the sale of common stock were $6,426,690, an increase of $5,324,426 from proceeds from the sale of common stock in 2025 of $1,120,264. Proceeds from notes payable from related parties were $448,000 and proceeds from related party advances were $54,000 during the year ended June 30, 2026, and the Company repaid related party notes payable, related party loans, and advances of $448,000, $57,974, and $54,000, respectively during the same year. Net cash provided by financing activities during the year ended June 30, 2025 was $1,188,529. Proceeds from notes payable were $199,996 and proceeds from related party notes were $94,750 during the year ended June 30, 2025, and the Company repaid related party notes payable and advances of $199,750 and $8,731, respectively during the same year.

Removed

Net cash provided by financing activities during the year ended June 30, 2025 was $1,188,529, a decrease of $1,010,279 from cash provided by financing activities in 2024 of $2,198,808. Proceeds from notes payable were $199,996 and proceeds from related party notes were $94,750 during the year ended June 30, 2025, and the Company repaid related party notes payable and advances of $199,750 and $8,731, respectively during the same year. During the year ended June 30, 2024 the Company received related party loan proceeds of $205,000, repaid $100,000 to related parties, $67,026 on other notes payable, and $128,466 on a line of credit. Proceeds from sale of common stock were $1,102,264 and $2,289,300 in 2025 and 2024, respectively, a decrease of $1,187,036.

Reworded

As of June 30, 2025,2026, we had cash of $49,830,$2,463,716, and working capital deficit of $123,645.$3,079,254. We believe that our existing cash will not be sufficient to fund our present operations operations during the next 12 months and beyond. The Company’s audited annual consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 20252026 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales. The Company also intends to raise funds through ana future equity offering or offerings to meet the capital requirements to manufacture its products. However, there is no assurance of additional funding being available through these plans or other sources.

Added

During the year ended June 30, 2026, the Company sold a total of 2,377,000 shares of common stock in exchange for net cash proceeds of $6,426,690. During the year ended June 30, 2026, the Company issued 43,667 shares sold for $262,000 during the year June 30, 2025 and was recorded as subscription payable on the consolidated balance sheet as of June 30, 2025. The Company also issued 16,666 shares for settlement of liabilities during of $102,496 the year ended June 30, 2026. During the year ended June 30, 2026, the Company cancelled 10,000 shares of common stock that were issued in 2021 related to a prior merger agreement.

Removed

During the year ended June 30, 2024, prior to closing of the Share Exchange, GenFlat sold a total of 564,628 shares of its common stock in exchange for net cash proceeds of $2,289,300. Of these shares, 33,333 were issued after June 30, 2024.

Reworded

On MarchJune 26,13, 2021,2025, the Company Company entered into a promissory note agreement with a third party for a total principal of $125,000.$100,000. The Company willpaid pay 2.5%8.0% per annum, compounded annually until the total principal iswas paid in full. The note hasmatured noon maturityJanuary date2, 2026 and had no default interest rate. As of June 30, 20252026 and June June 30, 2024,2025, the balance owed on the note was $57,974$100,000. Accrued interest on the note was $8,373 and $50,500,$373 as of June 30, 2026 and June 30, 2025 respectively. This note was repaid in full in August 2026.

Removed

During the year ended June 30, 2024, the Company entered into three promissory note agreements with the Company’s CEO, Drew Hall, for a total principal of $205,000. The Company will pay 2.5% per annum, until the total principal is paid in full. The note has no maturity date and no default interest rate. During the years ended June 30, 2025 and June 30, 2024, the Company repaid $105,000 and $100,000, respectively. The promissory notes and accrued interest were fully paid off as of June 30, 2025.

Removed

During the year ended June 30, 2025, the Company received additional proceeds of $44,750 in aggregate from Mr. Hall and repaid a total of $44,750 on the promissory note agreements. As of June 30, 2025, the balance owed on the note was $0. Accrued interest on the notes was $0 and $260 as of June 30, 2025 and June 30, 2024, respectively. The promissory notes and accrued interest were fully paid off as of June 30, 2025.

Removed

The exercise price of the options will be the fair market value of a share of common stock on the date of grant.

Reworded

The Company maintains an operating lease for its office space with the Company’s CEO, Drew Hall. On January 3, 2025, the Company extended the operating lease for its office space to expire on January 1, 2027, and agreed to pay $1,320 on a monthly basis. On January 30, 2026, the Company extended the lease to expire on January 31, 2028.

Added

On September 24, 2025, the Company entered into a written employment agreement with Mr. Drew Hall as Chief Executive Officer. The employee agreement provided that Mr. Hall’s base salary was $180,000 per year. Upon completion of the Company’s public offering of securities that closed on February 4, 2026 (the “Public Offering”), Mr. Hall’s base salary increased to $275,000 per year and he became eligible for an annual cash bonus of up to $137,500 based on the achievement of certain Company’s objectives, as set forth in his employee agreement and at the discretion of the Compensation Committee of the Board of Directors, in addition to any other equity and bonus compensation to be determined by the Compensation Committee of the Board of Directors from time to time at its sole discretion. Mr. Hall is entitled to participate in and receive benefits from all of the Company’s employee benefit plans that are now, or in the future, may be maintained by the Company for its employees, including, without limitation, the Company’s health insurance plan. In the event that Mr. Hall leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement), Mr. Hall will be entitled to receive a severance payment equal to twelve (12) months of his base compensation as provided for in his employment agreement. Mr. Hall also serves as a member of the Company’s Board of Directors (the “Board” or “Board of Directors”) with no additional compensation.

Added

On September 24, 2025, the Company entered into a written employment agreement with Mr. Garrett Hall as its President, which was amended on December 30, 2025. The employee agreement provided that Mr. Hall’s base salary was $150,000 per year and effective January 1, 2025, Mr. Hall’s employment agreement was modified to provide for an annual salary of $175,000 per year. Upon completion of the Company’s public offering that closed on February 4, 2026, Mr. Hall’s base salary increased to $275,000 per year and he became eligible for an annual cash bonus of up to $137,500 based on the achievement of certain Company’s objectives, as set forth in his employee agreement and at the discretion of the Compensation Committee of the Board of Directors, in addition to any other equity and bonus compensation to be determined by the Compensation Committee of the Board of Directors from time to time at its sole discretion. Mr. Hall will also receive a 3% commission on revenue received by the Company for sales/lease transactions entered into and closed with certain entities as set forth in his employee agreement. Upon completion of the Public Offering, Mr. Hall was granted an equity award in the form of 330,000 restricted stock units that will vest on February 28, 2026. Mr. Hall is entitled to participate in and receive benefits from all of the Company’s employee benefit plans that are now, or in the future may be maintained by the Company for its employees, including, without limitation, the Company’s health insurance plan. In the event that Mr. Hall leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement), Mr. Hall will be entitled to receive a severance payment equal to six (6) months of his base compensation as provided for in his employment agreement. On May 12, 2026, the Company and Mr. Hall entered into a written agreement whereby the Company and Mr. Hall mutually rescinded, revoked, annulled, voided and cancelled the restricted stock unit award effective February 4, 2026. On July 20, 2026, Mr. Hall was granted an equity award in the form of 330,000 restricted stock units that vest on July 20, 2026.

Added

On September 24, 2025, the Board appointed Matthew J. Albanese, age 73, as Chief Commercial Officer of the Company, effective upon completion of the Public Offering. In connection with his appointment, the Company and Mr. Albanese entered into an employment agreement, which was amended on December 30, 2025, effective upon completion of the Public Offering, which provided that Mr. Albanese’s base salary will be $275,000 per year and he will be eligible for an annual cash bonus of up to $137,500 based on the achievement of certain Company’s objectives, as set forth in his employee agreement and at the discretion of the Compensation Committee of the Board of Directors, in addition to any other equity and bonus compensation to be determined by the Compensation Committee of the Board of Directors from time to time at its sole discretion. Mr. Albanese will also receive a 3% commission on revenue received by the Company for sales/lease transactions entered into and closed with certain entities as set forth in his employee agreement. Mr. Albanese was granted a sign-on equity award in the form of 330,000 restricted stock units that will vest on February 28, 2026. Mr. Albanese is entitled to participate in and receive benefits from all of the Company’s employee benefit plans that are now, or in the future may be maintained by the Company for its employees, including, without limitation, the Company’s health insurance plan. In the event that Mr. Albanese leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement), Mr. Albanese will be entitled to receive a severance payment equal to six (6) months of his base compensation as provided for in his employment agreement. On May 12, 2026, the Company and Mr. Albanese entered into a written agreement whereby the Company and Mr. Albanese mutually rescinded, revoked, annulled, voided and cancelled the restricted stock unit award effective February 4, 2026. On July 20, 2026, Mr. Albanese was granted an equity award in the form of 330,000 restricted stock units that vest on July 20, 2026.

Added

On September 24, 2025, the Board appointed William R. Benz, age 74, as Chief Financial Officer of the Company, effective upon completion of the Public Offering. In connection with his appointment, the Company and Mr. Benz entered into an employment agreement, which was amended on December 30, 2025, effective upon completion of the Public Offering, which provided that Mr. Benz’s base salary will be $175,000 per year and he will be eligible for an annual cash bonus of up to $87,500 based on the achievement of certain Company’s objectives, as set forth in his employee agreement and at the discretion of the Compensation Committee of the Board of Directors, in addition to any other equity and bonus compensation to be determined by the Compensation Committee of the Board of Directors from time to time at its sole discretion. Mr. Benz was granted a sign-on equity award in the form of 100,000 stock options that will vest as follows: 50,000 options vest on the option grant date, with the remaining options vesting annually in 25,000 increments on each anniversary of the option grant date. Mr. Benz is entitled to participate in and receive benefits from all of the Company’s employee benefit plans that are now, or in the future may be maintained by the Company for its employees, including, without limitation, the Company’s health insurance plan. In the event that Mr. Benz leaves the Company’s employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement), Mr. Benz will be entitled to receive a severance payment equal to six (6) months of his base compensation as provided for in his employment agreement. Mr. Benz received an increase in his base salary to $275,000 on August 1, 2026. On May 12, 2026, the Company and Mr. Benz entered into a written agreement whereby the Company and Mr. Benz mutually rescinded, revoked, annulled, voided and cancelled the option award effective February 4, 2026. On July 20, 2026, Mr. Benz was granted an equity award in the form of 100,000 stock options that vest as follows: 50,000 options vest on the option grant date, with the remaining options vesting annually in 25,000 increments on each anniversary of the option grant date. The exercise price of the options is $1.39 per share.

Reworded

Rental inventory consists of collapsible marine shipping containers. Rental inventory is stated at cost, with an estimated useful life of 10 years. Generally, when rental equipment is acquired, the Company estimates the period that it will hold the asset, primarily based on historical measures of the amount of rental activity (e.g. equipment usage) and the targeted age of equipment at the time of disposal. The Company also estimates the residual value of the applicable rental equipment at the expected time of disposal. The residual value for rental equipment is affected by factors which include equipment age and amount of usage. Depreciation is recorded over the estimated holding period. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the time of disposal and the estimated holding periods. Market conditions for used equipment sales can also be affected by external factors such as the economy, natural disasters, fuel prices, supply of similar used equipment, the market price for similar new equipment and incentives offered by manufacturers of new equipment. These key factors are considered when estimating future residual values and assessing depreciation rates. As a result of this ongoing assessment, the Company makes periodic adjustments to depreciation rates of rental equipment in response to changed market conditions. We had an inventory impairment loss of $1,130,000$501,118 and $0$1,130,000 at June 30, 2025, 2026, and 2024,2025, respectively, related to a decline in the expected net realizable value of the 40 foot40-foot containers.

Reworded

Accounts receivable is carried at their estimated collectible amounts. Accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. We had an allowance of $13,127 at June 30, 2025,2026, and 20242025 and recognized credit losses of $6,120 and $13,127 during the year ended June 30, 2026 and 2025.

Added

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of our pending adoption of this standard on our consolidated financial statements.

Added

In December 2023, the FASB Issued ASU No. 2023-09 enhances transparency in income tax reporting. It requires companies to provide more detailed, disaggregated information regarding their effective tax rate reconciliations and income taxes paid, helping investors evaluate tax risks and cash flow forecasts. The Company adopted ASC 2023-09 during the year ended June 30, 2026 prospectively.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-05-15 (period ending 2026-03-31) with 10-Q filed 2026-02-13 (period ending 2025-12-31).

Risk Factors (10-Q Part II, Item 1A)

We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

2new paragraphs
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Reworded

Paragraph as it now reads, with added and removed wording marked:

For the SixNine Months ended DecemberMarch 31, 2025, 2026, compared to the SixNine Months ended DecemberMarch 31, 20242025
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New text
“On February 2, 2026, we entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), relating to the Company’s public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-291718) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). …”
see in full comparison
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Net cash provided by financing activities during the sixnine months ended DecemberMarch 31, 20252026 was $432,100,$6,393,816, aan decreaseincrease of $526,429$5,305,287 from cash provided by financing activities in 20242025 of $958,529.$1,088,529. Net cash provided consisted of proceeds from notes payable were $0, net advances from related party were $4,000, proceeds proceeds from exercise of common stock options were $600, and proceeds from related party notes wereof $448,000, and repayments on related notes of $427,500 during the sixnine months ended December 31, 2025. During the six months ended DecemberMarch 31, 2025,2026. theThe Company issuedreceived 16,667net shares pursuant to the conversionproceeds of $99,996approximately in$6,427,000 notesafter deducting payableunderwriting discounts and $4,311 of accrued interest.commissions.
see in full comparison
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Paragraph as it now reads, with added and removed wording marked:

InThe Offering closed on February 4, 2026, and the Company also raised gross proceeds of approximately $6,461,000 after deducting underwriting discounts and commissions through the sale ofsold 2,333,333 shares of commonCommon Stock to the underwriters for total gross proceeds of approximately $7,000,000. stockAfter deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of approximately $6,427,000. The Company intends to raise additional funds pursuant to another equity offering to meet the capital requirements to manufacturermanufacture its products. However, there is no assurance of additional funding being available through thethese saleplans of additional equityor other sources.
see in full comparison
New text
“The Company has also agreed to issue the Underwriter a warrant to purchase 116,666 shares of the Company’s common stock at an exercise price of $3.45, which is 115% of the initial public offering price. The Underwriter’s warrant may be exercised in whole or in part, commencing on a date which is six months from February 4, 2026, until February 4, 2031 (the “Representative Warrant”).”
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Paragraph as it now reads, with added and removed wording marked:

General and administrative expenses for the three months ended DecemberMarch 31, 2025,2026, were $402,950,$837,760, compared to $739,674$459,362 for 2024,2025, aan decreaseincrease of $336,724,$378,398, which was primarily primarilyrelated to increased professional costs related to apublic decreasecompany inoperations stock-basedand compensationthe expensePublic of $284,125 associated with advisor agreements executedOffering during the three months ended December March 31, 2024.2026.
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Reworded

For the three months ended DecemberMarch 31, 2025,2026, and 2024,2025, we generated no revenue from our operations, and our net losses from operations were $424,796$881,698 and $844,391,$560,037, respectively. For the sixnine months ended DecemberMarch 31, 2025,2026, and 2024,2025, we generated revenue from our operations of $6,120 and $7,894, and our our net losses from operations were $925,210$1,806,908 and $2,611,438,$3,171,475, respectively.

Reworded

For the Three Months ended DecemberMarch 31, 2025,2026, compared to the Three Months ended DecemberMarch 31, 20242025

Reworded

The following discussion compares operating data for the three months ended DecemberMarch 31, 2025,2026, to the data for the three months ended DecemberMarch 31, 20242025:

Reworded

Revenue was $0 for the three months ended DecemberMarch 31, 20252026, and 2024.2025.

Reworded

Cost of goods sold was $21,846$32,922 for the three months ended DecemberMarch 31, 2025,2026, as compared to $52,717$60,111 for 2024,2025, a decrease of $30,871.$27,189. The cost of goods sold for the three months ended DecemberMarch 31, 20252026 primarily related to $21,846$20,275 of depreciation expense of rental inventory. The cost of goods sold for the three three months ended DecemberMarch 31, 20242025 related to $45,692 of depreciation expense of rental inventory and $7,025 transportation expenses of the Company’s collapsible marine container.

Reworded

Research and development expenses were $0$11,016 for the three months ended DecemberMarch 31, 2025,2026, as compared to $52,000$40,564 for 2024,2025, a decrease of $52,000,$29,548, which was the result of decreased engineering, consulting and research and development activity of the Company’s collapsible marine containers.

Reworded

General and administrative expenses for the three months ended DecemberMarch 31, 2025,2026, were $402,950,$837,760, compared to $739,674$459,362 for 2024,2025, aan decreaseincrease of $336,724,$378,398, which was primarily primarilyrelated to increased professional costs related to apublic decreasecompany inoperations stock-basedand compensationthe expensePublic of $284,125 associated with advisor agreements executedOffering during the three months ended December March 31, 2024.2026.

Reworded

For the SixNine Months ended DecemberMarch 31, 2025, 2026, compared to the SixNine Months ended DecemberMarch 31, 20242025

Reworded

The following discussion compares operating data for the sixnine months ended DecemberMarch 31, 2025,2026, to the data for the sixnine months ended DecemberMarch 31, 20242025:

Reworded

Revenue was $6,120 for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to $7,894 for 2024,2025, a decrease of $1,774.

Reworded

Cost of goods sold was $42,916$75,838 for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to $105,911$166,022 for 2024,2025, a decrease of $62,995.$90,184. The cost of goods sold for the sixnine months ended DecemberMarch 31, 20252026 primarily related to $40,550$60,825 of depreciation expense of rental inventory, and $2,365$15,013 transportation expenses of the Company’s collapsible marine container. The cost of goods sold for the sixnine months ended DecemberMarch 31, 20242025 related to $85,442$131,134 of depreciation expense of rental inventory and $20,469$34,888 transportation expenses of the Company’s collapsible marine container.

Reworded

Research and development expenses were $0$11,016 for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to $88,000$128,564 for 2024,2025, a decrease of $88,000,$117,548, which was the result of decreased engineering, consulting and research and development activity of the Company’s collapsible marine containers.

Reworded

General and administrative expenses for the sixnine months ended DecemberMarch 31, 2025,2026, were $888,414,$1,726,174, compared to $2,425,421$2,884,783 for 2024,2025, a decrease of $1,537,007,$1,158,609, which was primarily related to a decrease in stock-based compensation expense of $1,570,146$1,568,501 associated with advisor agreements executed during the sixnine months ended DecemberMarch 31, 2024.2025.

Reworded

The following table summarizes our cash flows from operating, investing, and financing activities for the sixnine months ended DecemberMarch 31, 2025,2026, and 20242025:

Reworded

Net cash used in operating activities for the sixnine months ended DecemberMarch 31, 2025,2026, was $464,531$2,457,275 versus net cash used in operating activities of $656,533$963,672 for the sixnine months ended DecemberMarch 31, 2024,2025, aan decreaseincrease of $192,002.$1,493,603. The decreaseincrease in net cash used in operating activities was primarily due to decreaseincrease in netprepaid lossinventory and stock-based compensationpurchased compared to the prior period.

Reworded

There was no cashflow from investing activities during the sixnine months ended DecemberMarch 31, 20252026 and December 31, 2024.2025.

Reworded

Net cash provided by financing activities during the sixnine months ended DecemberMarch 31, 20252026 was $432,100,$6,393,816, aan decreaseincrease of $526,429$5,305,287 from cash provided by financing activities in 20242025 of $958,529.$1,088,529. Net cash provided consisted of proceeds from notes payable were $0, net advances from related party were $4,000, proceeds proceeds from exercise of common stock options were $600, and proceeds from related party notes wereof $448,000, and repayments on related notes of $427,500 during the sixnine months ended December 31, 2025. During the six months ended DecemberMarch 31, 2025,2026. theThe Company issuedreceived 16,667net shares pursuant to the conversionproceeds of $99,996approximately in$6,427,000 notesafter deducting payableunderwriting discounts and $4,311 of accrued interest.commissions.

Reworded

Net cash provided by financing activities during the sixnine months ended DecemberMarch 31, 20242025 was $958,529.$1,088,529. Net cash provided consisted of $94,750 of proceeds from loans from related party, $99,996 of proceeds from notenotes payable from a related party, partially offset by repayments on related party notes payable, and repayment of advances from related party of $208,481.

Reworded

As of DecemberMarch 31, 2025,2026, we had cash of $17,399, $3,986,371, and working capital deficit of $517,659.$4,988,091. We believe that our existing cash will not be sufficient to fund our present operations during during the next 12 months and beyond. However, the Company has still had minimal revenue to date, and negative cash flows from operations. The Company’s audited annual consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At DecemberMarch 31, 20252026 the Company had not yet achieved consistent profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has initiated a formal sales and marketing plan including direct email campaigns, industry events, and business to business digital advertising to generate sales.

Added

On February 2, 2026, we entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC, in its capacity as underwriter (the “Underwriter”), relating to the Company’s public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-291718) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, the Company agreed to sell 2,333,333 shares of Common Stock at a public offering price of $3.00 per share (the “Offering Price”).

Added

The Company has also agreed to issue the Underwriter a warrant to purchase 116,666 shares of the Company’s common stock at an exercise price of $3.45, which is 115% of the initial public offering price. The Underwriter’s warrant may be exercised in whole or in part, commencing on a date which is six months from February 4, 2026, until February 4, 2031 (the “Representative Warrant”).

Reworded

InThe Offering closed on February 4, 2026, and the Company also raised gross proceeds of approximately $6,461,000 after deducting underwriting discounts and commissions through the sale ofsold 2,333,333 shares of commonCommon Stock to the underwriters for total gross proceeds of approximately $7,000,000. stockAfter deducting the underwriting commissions, discounts, and offering expenses, the Company received net proceeds of approximately $6,427,000. The Company intends to raise additional funds pursuant to another equity offering to meet the capital requirements to manufacturermanufacture its products. However, there is no assurance of additional funding being available through thethese saleplans of additional equityor other sources.

Reworded

During the period ended September 30, 2025, the Company issued a total of 20,000 shares of its common stock for subscriptions paid for during the year ended June 30, 2025, and issued 16,66716,666 shares pursuant to the conversionsettlement of $99,996 in notes payable and $4,311 of accrued interest.payable. During the period ended September 30, 2024, the Company sold a total of 23,000 shares of common stock for total proceeds of $138,000.

Reworded

During the three months ended DecemberMarch 31, 2024,2025, GenFlat sold a total of 139,04421,667 shares of its common stock in exchange for net cash proceeds of $834,264.$130,000. These shares were issued subsequent to the period ended DecemberMarch 31, 2024.2025.

Reworded

As of DecemberMarch 31, 2025,2026, there were no material changes changes in our contractual obligations from those disclosed in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Exchange Commission on September 19, 2025, other than those appearing in the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Reworded

Rental inventory consists of collapsible marine shipping containers. Rental inventory is stated at cost, with an estimated useful life of 10 years. Generally, when rental equipment is acquired, the Company estimates the period that it will hold the asset, primarily based on historical measures of the amount of rental activity (e.g. equipment usage) and the targeted age of equipment at the time of disposal. The Company also estimates the residual value of the applicable rental equipment at the expected time of disposal. The residual value for rental equipment is affected by factors which include equipment age and amount of usage. Depreciation is recorded over the estimated holding period. Depreciation rates are reviewed on a quarterly basis based on management's ongoing assessment of present and estimated future market conditions, their effect on residual values at the time of disposal and the estimated holding periods. Market conditions for used equipment sales can also be affected by external factors such as the economy, natural disasters, fuel prices, supply of similar used equipment, the market price for similar new equipment and incentives offered by manufacturers of new equipment. These key factors are considered when estimating future residual values and assessing depreciation rates. As a result of this ongoing assessment, the Company makes periodic adjustments to depreciation rates of rental equipment in response to changed market conditions. We had an inventory impairment loss of $0 at DecemberMarch 31, 2025,2026, and 2025, 2024, related to a decline in the expected net realizable value of the 40 foot containers.

Reworded

Accounts receivable is carried at their estimated collectible amounts. Accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. We had an allowance of $0 at DecemberMarch 31, 2025,2026, and recognized bad debt expense of of $6,120 during the three monthsperiod ended DecemberMarch 31, 2025.2026. We had an allowance of $13,127 at June 30, 2025, and recognized credit losses of $13,127 during the year ended June 30, 2025.

GFLT 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.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-07-20Hall Garrett Ryan
President
Option exercise 330,000— —330,000 SEC
2026-07-20Albanese Matthew John
Chief Commercial Officer
Option exercise 330,000— —330,000 SEC

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