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

Our Consolidated Balance Sheet reflects that our assets consist primarily of cash and cash equivalents and investments in U.S.money Treasury Bills andmarket mutual funds.funds which are treated as nominal or cash equivalents like assets for assessing its shell status. Accordingly, we are a shell company. Applicable securities rules prohibit shell companies from using a Form S-8 registration statement to register securities pursuant to employee compensation plans and from utilizing Form S-3 for the registration of securities for so long as the Company is a shell company and for 12 months thereafter.

As of December 31, 2024,2025, Bedford Oak Advisors, LLC and William H. Miller beneficially owned 26.73% and 17.02%17.02%, respectively, of the Company’s common stock, respectively.stock. Bedford Oak Advisors, LLC is controlled by Mr. Harvey P. Eisen, the Company’s Chairman and Chief Executive Officer. Mr. Eisen beneficially owned at such date an aggregate of 29.55% of the Company’s common stock, which percentage includes the 26.73% beneficially owned by Bedford Oak Advisors, LLC. Sales by us or our large stockholders of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could cause the market price of our common stock to decline.

The Company’s Board of Directors iscontinues consideringto evaluate possible strategic uses for its funds to develop or acquire interests in one or more operating businesses. While the Company has focused its development or acquisition efforts on sectors in which its management has expertise, the Company does not wish to limit itself to, or to foreclose any opportunities in, any particular industry or sector. Prior to this use, the Company’ anticipateCompany will continue to be,be invested in high-grade, short-term investments (such as cash and cash equivalents,equivalents U.S.and money Treasury Bills, andmarket mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as the Company needs to utilize such funds, or any portion thereof, for the purposes described above.speculation. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents, and investments to stockholders (see Note 1 to the Consolidated Financial Statements).

The decreasedincreased loss of $86,000$104,000 was primarily the result of aan decreaseincrease in Compensation and benefits of $10,000, increase in Other operating expenses of $87,000, a decrease in Compensation$7,000, and benefits of $6,000, and ana decrease in Interest and other incomeincome, net of $7,000.$87,000.

For the year ended December 31, 2024,2025, Other operating expenses were $627,000$634,000 as compared to $714,000$627,000 for the year ended December 31, 2023.2024. The decreasedincreased operating expenses of $87,000$7,000 were were primarily the result of decreased travel and entertainment expenses of $39,000, decreased professional fees of $11,000, offset by increased fees related to the repair and maintenance of Company owned dam properties of $71,000, decreased travel$52,000, and entertainment expenses of $26,000, and decreasedincreased other expenses of $11,000, offset by increased professional fees of $21,000.$5,000. The dam properties were fully impaired as of December 31, 2018.

Interest and other incomeincome, net

For the year ended December 31, 2024,2025, Interest and other incomeincome, net was $159,000 $72,000 as compared to $166,000$159,000 for the year ended December 31, 2023.2024. The decreased interest and other income, including net realized gains and losses on U.S. Treasury bills, of $7,000$87,000 was primarily the result of the lower yields related to the investments in U.S.money Treasury securities andmarket mutual funds and lower balances of such investments during the year ended December 31, 2024.investments.

At December 31, 2024,2025, the Company had cash and cash equivalents totaling $1,440,000 which includes U.S. government debt securities of $705,000,$33,000 and short-term investments in money market mutual funds totaling $914,000$1,267,000 which it intends to use to acquire interests in one or more operating businessesbusinesses, continue to evaluate possible strategic options, and to fund the Company’s general and administrative expenses. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and investments to stockholders. The Company believesacknowledges that its working capital ismay not be sufficient to support its operating requirements through through March 31, 2026.2027.

The increasedecrease in cash and cash equivalents of $1,315,000 $1,407,000 for the year ended December 31, 20242025 was primarily the result of $938,000$1,054,000 used in operating activities and proceeds from redemptions of investments in U.S.money Treasury Bills andmarket mutual funds of $4,257,000,$248,000, offset by the purchase of money market mutual funds of $2,004,000.$601,000.

The Company’s Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses. While we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves to, or to foreclose any opportunities in, any particular industry or sector. Prior to this use, the Company’s funds have been, and we anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents, U.S. Treasury Billsequivalents and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as we need to utilize such funds, or any portion thereof, for the purposes described above. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and Investments in U.S. Treasury Bills and mutual funds to to stockholders.

Three months ended MarchJune 31,30, 2026 compared to the three months ended March 31,June 30, 2025

For the three months ended MarchJune 31,30, 2026, the Company Company had a net loss from operations of $261,000$243,000 compared to a net loss from operations of $256,000$244,000 for the three months ended MarchJune 31,30, 2025.

For the three months ended MarchJune 31,30, 2026, Compensation and benefits were $122,000$115,000 as compared to $115,000$113,000 for the three months ended MarchJune 31,30, 2025. The increased Compensation and benefits of $7,000 was the result of increased payroll benefits.

For the three months ended MarchJune 31,30, 2026, Other operating operating expenses were $149,000$136,000 as compared to $172,000$145,000 for the three months ended MarchJune 31,30, 2025. The decreased operating expenses of $9,000 $23,000 were primarily the result of decreased professional fees of $14,000,$17,000, decreased travel and entertainment of $13,000,$7,000, decreased other expenses expenses of $7,000,$2,000, offset by increased fees related to the repair and maintenance of Company owned dam properties of $11,000.$17,000. The dam properties were fully impaired as of December 31, 2018.

For the three months ended MarchJune 31,30, 2026, Interest and other income, net was $10,000$8,000 as compared to $31,000$14,000 for the three months ended MarchJune 31,30, 2025. The decreased interest and other income, net of $21,000$6,000 was primarily the result of the lower yields related to the investments in mutual funds and lower balances on such investments during the three months ended MarchJune 31,30, 2026.

For the three months ended MarchJune 31,30, 2026 and 2025, the Company recorded no income tax expense from operations.

The Company recorded a full valuation allowance against its net deferred tax assets as of MarchJune 31,30, 2026 and 2025. Due to a full valuation allowance on the deferred deferred tax assets related to net operating loss carryforwards, no tax benefit has been recorded in relation to the pre-tax loss for the years periods ended MarchJune 31,30, 2026 and 2025.

At MarchJune 31,30, 2026, the Company had cash and cash equivalents totaling $13,000$48,000 and investments in mutual funds totaling $1,076,000$870,000 which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s general and administrative expenses. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and investments to stockholders. The Company acknowledges that its working capital may not be sufficient to support its operating requirements through MaySeptember 31,30, 2027.

The decreaseincrease in cash and cash equivalents of $15,000 $20,000 for the threesix months ended MarchJune 31,30, 2026 was primarily the result of $211,000$382,000 used in operating activities, $10,000$18,000 used in the purchase purchase of mutual funds, offset by the sale and the redemption of investments of $201,000.$415,000.