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

The results of operations for the interim period ended MarchJune 31,30, 2026, are not necessarily indicative of the results that may be expected for any other future period. The following discussion should be read in conjunction with the unaudited interim and annual financial statements and the notes thereto included in Company’s previously filed Form 10-K. Further, the Company’s Management Discussion and Analysis of Financial Condition and Results of Operations has been prepared in accordance with Item 303(c) of Regulation S-K.

The Company was incorporated in Nevada on May 3, 2024, and our corporate office is currently located in Las Vegas, Nevada. During the threenine months ended MarchJune 31,30, 2026, the Company purchased an 85% ownership interest in VDAVD Nordica. VDAVD Nordica was established to assist in the development of data centers in Sweden and had not commenced principal operations as ofduring the mostthree recentmonths balanceended sheetJune date.30, 2026.

The Company has funded its operations primarily through ongoing sales of equipment and GPU compute capacity to its customers and through private equity offerings to investors. During the sixnine months ended MarchJune 31,30, 2026, theseour common stock sales resulted in gross proceeds of approximately $0.9 $0.2 million. AsFurther, during July of March 31, 2026, the Company hassold notan borrowedadditional money762,802 toshares fundof itscommon businessstock throughfor eithertotal notes payable or linesproceeds of credit.$2,313,372. The Company plans to continue to fund its operations through private equity offerings as well as cash generated from its ongoing ongoing business operations.

The Company purchases equipment from certain suppliers to sell to its customers. However, as of MarchJune 31,30, 2026, the Company has not entered into any long-term commitments or contractual obligations with those suppliers to purchase equipment. Further, while the Company entered into a lease agreement during October of 2024, the agreement is on a month-to-month basis and we do not expect the agreement to have a material impact on our financial statements or results of operations.

For the Three and SixNine Months Ended MarchJune 31,30, 2026

The following table summarizes the Company’s cash flows for the sixnine months ended MarchJune 31,30, 2026:

Net cash provided by operating activities for the sixnine months ended MarchJune 31,30, 2026 was approximately $4.1$4.7 million. The amount was primarily primarily comprised of a net loss of approximately $2.0$3.2 million, offset by stock-based compensation expense of approximately $1.2 $1.8 million and a net change in assets and liabilities of approximately $4.9$6.1 million.

Net cash used in operating activities for the sixnine months ended MarchJune 31,30, 2025 was approximately $0.6$1.1 million. The amount was primarily comprised of a net loss of $2.2$3.0 million, offset by stock-based compensation expense of approximately $1.4$1.8 million and the net change in assets and liabilities of approximately $0.2$0.1 million.

There were no investing activities duringfor the sixnine months ended MarchJune 31,30, 2026.

Net cash provided by financing activities for the sixnine months ended MarchJune 31,30, 2026, consisted of sales of common sharesstock resulting in net proceeds proceeds of approximately $0.2$0.6 million and cash received for stock option exercises of approximately $0.1 million, partially offset by $25,000 $62,500 of payments on the insurance premium financing payable.

Net cash provided fromby financing activities for the sixnine months ended MarchJune 31,30, 2025 consisted solely of thesales continuedof privatecommon equitystock offeringresulting resulting in net proceeds of approximately $1.4 million.

Our financial results for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 are summarized as follows:

Comparison of the three and sixnine months ended MarchJune 31,30, 2026 and 2025

Total revenue was $625,000$872,212 and $3,666,000 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. Revenue decreased by $3,041,000,$2,793,788, or 83%,76%, due to a reduction in the number of products sold during the current period as compared to the prior comparable period.period, partially offset by billing services revenue during the current period of $247,212. Revenue decreased compared to the prior-year period primarily due to the timing of orders. Certain transactions expected to close during the quarter were delayed as customer decision-making and procurement cycles extended and supplier and inventory lead times lengthened, resulting in deliveries shifting into subsequent periods. We believe the revenue decrease is not indicative of underlying demand trends. We have continued to expand our sales pipeline, which we believe supports increased customer adoption and conversion of opportunities, and we expect revenue to improve as delayed transactions progress and deliveries occur. However, revenue may vary from period to period based on the timing of customer orders, deliveries, and customer acceptance, among other factors.

Total cost of sales was $434,000 and $0 for the three months ended MarchJune 31,30, 2026 and 2025, respectively.respectively, Costas there were no equipment sales during either of salesthese increased by $434,000 due to the increase in revenue.periods.

Total cost of sales was $482,900 and $3,598,000 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. Cost of sales decreased by $3,115,100, or 87%, due to the reduction in revenue.equipment sales.

Total operating expense was approximately $2.1$1.5 million and $2.3$0.8 million for the sixthree months ended MarchJune 31,30, 2026 and 2025, respectively. Operating expense decreasedincreased by approximately $186,000,$0.7 million, or 8%,87%, primarily due to decreasesincreases in stock-based compensation of approximately $938,000$412,000, and commissions & fees of approximately $10,000, partially offset by increases in contract labor of approximately $199,000, server space and energy storage of approximately $187,000, professional services expense of approximately $169,000,$111,000, salariestravel and entertainment expense of approximately $75,000,$106,000, software expense of approximately $65,000, travel $65,000 and entertainmentother expenses of approximately $7,000$291,000, andpartially other expensesoffset by decreases in salaries expense of $60,000.approximately $45,000 and contract labor costs of approximately $245,000.

Please refer to our 2025 Form 10-K filed with the Securities and Exchange Commission on December 29, 2025. There have been no material changes in the Company’s Critical Accounting Estimates as compared to our most recent fiscal year ended September 30, 30, 2025.