UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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| For the quarterly period ended |
or
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| For the transition period from ___________ to _____________ | |
| Commission file number | |
Integral Technologies, Inc.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | not applicable | not applicable |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| | Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date
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| Item 1. |
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| Item 2. |
Management Discussion and Analysis of Financial Condition and Results of Operations. |
15 |
| Item 3. |
17 | |
| Item 4. |
17 | |
| Item 1. |
18 | |
| Item 1A. |
18 | |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
18 |
| Item 3. |
18 | |
| Item 4. |
18 | |
| Item 5. |
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| Item 6. |
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OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, when used in this report the terms “we,” “our,” “us,” and similar terms refer to Integral Technologies, Inc., a Nevada corporation.
PART I – FINANCIAL INFORMATION
Integral Technologies, Inc.
Condensed Consolidated Balance Sheets
| March 31, 2026 (Unaudited) | June 30, 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Related party payable | ||||||||
| Dividend payable | ||||||||
| Notes payable and accrued interest | ||||||||
| Mandatorily redeemable preferred stock, at redemption value | ||||||||
| Convertible debentures | ||||||||
| Total liabilities | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock and paid in capital in excess of $ par value, shares authorized, issued and outstanding as of March 31, 2026 and June 30, 2025 | ||||||||
| Series B Preferred stock and paid-in capital in excess of $ par value, shares authorized, and issued and outstanding as of March 31, 2026 and June 30, 2025 | ||||||||
| Share subscriptions and obligations to issue shares | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ | $ | ||||||
The accompanying unaudited condensed notes are an integral part of the unaudited condensed consolidated financial statements.
Integral Technologies, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three months ended March 31, 2026 |
Three months ended March 31, 2025 |
Nine months ended March 31, 2026 |
Nine months ended March 31, 2025 |
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| Operating expenses: |
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| Selling, general, and administrative expenses |
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| Total operating expense: |
( |
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) | ( |
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| Loss from operations: |
( |
) | ( |
) | ( |
) | ( |
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| Other income (expense): |
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| Interest expense |
( |
) | ( |
) | ( |
) | ( |
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| Total other income (expense) |
( |
) | ( |
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) | ( |
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| Income (loss) before income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Provision for income tax |
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| Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net Income (loss) per share – basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average number of common shares outstanding |
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The accompanying unaudited condensed notes are an integral part of the unaudited condensed consolidated financial statements.
Integral Technologies, Inc.
Condensed Consolidated Statements of Changes in Stockholder’s Deficit
Three and Nine months ended March 31, 2026 and 2025
(Unaudited)
| Number of Shares of Common Stock Issued |
Common Stock and Paid-in Capital in Excess of Par |
Number of Shares of Preferred Stock Issued |
Series B Preferred Stock and Paid-in Capital in Excess of Par |
Shares Subscriptions and Obligations to Issue Shares |
Accumulated Other Comprehensive Income |
Accumulated Deficit |
Total Stockholders' Deficit |
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| Balance June 30, 2024 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
| Net loss for the period |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance September 30, 2024 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
| Net loss for the period |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance December 31, 2024 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
| Net loss for the period |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance March 31, 2025 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
| Balance June 30, 2025 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
| Net loss for the period |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance September 30, 2025 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
| Net loss for the period |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance December 31, 2025 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
| Net loss for the period |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance March 31, 2026 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||
The accompanying unaudited condensed notes are an integral part of the unaudited condensed consolidated financial statements.
Integral Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
Nine months ended March 31, 2026 and 2025
(Unaudited)
| 2026 |
2025 |
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| Cash flows from operating activities: |
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| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Interest on debt |
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| Changes in working capital: |
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| Accounts payable and accrued liabilities |
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| Related party payable |
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| Net cash used in operating activities |
( |
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| Cash flows from financing activities: |
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| Proceeds from loans |
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| Net cash provided by financing activities |
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| Increase in cash |
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| Cash, beginning of period |
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| Cash, end of period |
$ | $ | ||||||
| Supplemental cash flow information: |
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| Interest paid |
$ | $ | ||||||
The accompanying unaudited condensed notes are an integral part of the unaudited condensed consolidated financial statements.
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS
Integral Technologies, Inc. (the “Company” or “Integral”) was incorporated under the laws of the state of Nevada on and its head office is in Evansville, Indiana, USA. The Company was in the business of researching, developing and commercializing electrically-conductive resin-based materials called ElectriPlast. At present, the Company has no sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. As a result, the Company is a “blank check” or “shell” company.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the nine months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending June 30, 2026 or for any other future period. These unaudited consolidated financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 filed with the Securities and Exchange Commission on December 3, 2025.
Principles of consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiary, Electriplast Corp. (formerly Plastenna, Inc.) (“Electriplast”). All intercompany balances and transactions have been eliminated. The Company has no active subsidiaries.
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates include valuation allowance for deferred income tax assets. Actual results could differ from those estimates and could impact future results of operations and cash flows.
Basic and diluted net earnings (loss) per share
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the year. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. There were no common stock equivalents outstanding for the nine months ended March 31, 2026 and 2025.
Advertising
Advertising costs are charged to operations when incurred. There was
Research and development
The Company expenses all research and development related expenditures as incurred.
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial instruments
The Company’s balance sheet includes financial instruments, specifically cash, accounts payable and accrued expenses, related party payable, dividend payable, mandatorily redeemable preferred stock and loans payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
Fair value measurements
ASC 820 Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Their fair value hierarchy consists of three board levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| ● | Level 1 – Quoted prices in active markets for identical securities; | |
| ● | Level 2 – Other significant observable inputs that are observable through corroboration with market data (including quoted prices in active markets for similar securities); and | |
| ● | Level 3 – Significant unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability. |
Income taxes
The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance against deferred tax assets is recorded if, based upon weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The impact of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority is recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained.
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
In November 2023, FASB issued a new standard to improve reportable segment disclosures (ASU) 2023-07. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures. The Company has included a disclosure of reportable segments for the nine months ended March 31, 2026, and 2025 (see Note 7).
On November 4, 2024, FASB issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, which will require public business entities (PBEs) to disclose additional expense details in annual and interim financial statement notes. Inventory purchases; employee compensation; depreciation; intangible asset amortization; and depreciation, depletion, and amortization (DD&A) amounts that are included in certain expense line items, e.g., cost of sales, selling general and administrative (SG&A), or research and development (R&D), will now be disclosed. ASU 2024-03 is effective for the Company for annual periods beginning after December 15, 2026, and early adoption is permitted.
Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
NOTE 3 - GOING CONCERN
These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the ordinary course of business. The Company’s operations have resulted in a net loss of $
These consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate because management believes that the actions already taken or planned will mitigate the adverse conditions and events that raise doubts about the validity of the going concern assumption used in preparing these consolidated financial statements. Management intends to raise additional capital through stock and debt issuances to finance operations and is seeking a business combination. If none of these events occur, there is a risk that the business will fail.
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 4 - STOCKHOLDERS’ DEFICIT
During April 2026, the Company completed a reverse stock split at a ratio of one-for- (1:8). As a result of the reverse stock split, every shares of issued and outstanding common stock were automatically combined and converted into one share of common stock, with no change in the par value per share. All share and per share amounts in these condensed consolidated interim financial statements have been retroactively adjusted to reflect the reverse stock split.
Common stock
During the nine months ended March 31, 2026 and 2025, there were
Series B Preferred stock
On December 10, 2018, the Company issued
On January 14, 2019, the Company issued
Each Preferred Share carries an annual
The Shares were convertible into shares of common stock of the Company at the option of the holder on a basis (subject to adjustments for stock dividends, splits, combinations and similar events) at any time within
Any accrued but unpaid interest or dividends related to the Shares may also be converted into common stock at the discretion of the Board of Directors.
The Company also has the option to call the Shares and purchase some or all of the Series B Preferred Stock owned by investors at any time at on a pro rata, nearest whole share basis. The redemption value of the Shares is $
The mandatorily redeemable preferred stock liability (“MRPSL”) of $
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 4 - STOCKHOLDERS’ DEFICIT (CONTINUED)
Series C Preferred Stock
On September 18, 2023, the Company issued
The Series C Preferred Stock held voting power equal to
Series C-1 Preferred Stock
On March 13, 2026, the Company designated
The Series C-1 Preferred Share carries voting power equal to
Stock options, warrants and restricted shares
The Company has
Share obligations
| (a) | Pursuant to a separation agreement with a previous CFO, the Company will issue |
| (b) | Pursuant to director’s agreements, the Company is obligated to issue |
| (c) | On February 21, 2019, the Company entered into a promissory note for total proceeds of $ |
The three obligations above, totaling are reflected as share subscriptions and obligations to issue shares within equity.
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 5 -RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
Fair value
The loans payable balance approximates fair value due its short-term nature.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s financial asset that is exposed to credit risk consists of cash, which is placed with US financial institutions, and trust account with the Company’s legal counsel.
Concentration of credit risk exists with respect to the Company’s cash, as certain amounts are held at US and financial institutions.
All U.S. institution amounts are covered by FDIC insurance as of March 31, 2026. Management deems any related risk to be minimal.
Interest rate risk
The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities.
Currency risk
The Company translates the results of non-US transactions into US dollars using rates of exchange on the date of the transaction. The exchange rate varies from time to time. This risk is considered nominal as the Company does not incur significant transactions in currencies other than US dollars.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities.
The Company requires significant additional funding to meet its operational costs in fiscal year 2026 and beyond.
Financing transactions may include the issuance of equity securities, obtaining additional credit facilities, licensing proprietary technology or other financing mechanisms. However, the Company’s shares are not currently trading which has made it more difficult to obtain equity financing.
NOTE 6 - RELATED PARTY TRANSACTIONS
As of March 31, 2026 $
During the nine months ended March 31, 2026, the Company accrued salaries of $
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 7 - SEGMENT INFORMATION
Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s chief operating decision maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a company-wide basis.
The Company operates in reportable segment (see below). The CODM for the Company is the Chief Executive Officer (the “CEO”). The Company’s CEO reviews operating results on an aggregate basis and manages the Company’s operations as a whole for the purpose of evaluating financial performance and allocating resources. Accordingly, the Company has determined that it has reportable operating segment structure. At present, the Company has no sources of revenue and has no specific business plan or purpose. The CEO uses aggregate net loss to allocate resources towards its operating segment(s). The measure of segment assets is reported on the consolidated balance sheets as total assets.
The Company’s CODM, the Chief Executive Officer, evaluates how the Company views and measures its performance. ASC 280, Segment Reporting establishes the standards for reporting information about segments in financial statements. After consideration of these criteria, the CODM has determined that there is reportable segment, consisting of Bring Reporting Current. Bring Reporting Current represents the Company’s sole current goal of catching up on its public Company filings and maintaining its issuer status and consists of legal, professional, audit and management fee expenses incurred towards this mission.
The Company measures segment performance to allocate its resources towards the Bring Reporting Current segment. Total asset information by segment is not provided to, or reviewed by, the CODM as it is not used to make strategic decisions, allocate resources or assess performance.
The following table summarizes the reportable segment of the Company for the nine months ended March 31, 2026:
| Bring Reporting Current | ||||
| Related expenses: | ||||
| Consulting, audit and professional | $ | |||
| Management fees | ||||
| Total expenses | ( | ) | ||
| Net income (loss) from segment | ( | ) | ||
| Other income (expense): | ||||
| Interest expense | ( | ) | ||
| Total other income (expense) | ( | ) | ||
| Net income (loss) | $ | ( | ) | |
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 7 - SEGMENT INFORMATION (CONTINUED)
The following table summarizes the reportable segment of the Company for the nine months ended March 31, 2025:
| Bring reporting current | ||||
| Related expenses: | ||||
| Consulting, audit and professional | $ | |||
| Management fees | ||||
| Total expenses | ( | ) | ||
| Net income (loss) from segment | ( | ) | ||
| Other income (expense): | ||||
| Interest expense | ( | ) | ||
| Total other income (expense) | ( | ) | ||
| Net income (loss) | $ | ( | ) | |
NOTE 8 - CONVERTIBLE DEBENTURES
On July 1, 2023, all of the issued and outstanding Convertible debt of $
JMJ Financial
On November 16, 2017, the Company entered into a debt agreement with JMJ Financial. A total of $
The note becomes convertible in the event the Company breaches any of the default provisions. On January 16, 2018, the note was in default and accordingly became convertible. The conversion price is the lesser of $
On March 25, 2021, the Company’s common shares were suspended from trading. As a result, the Company is not able to satisfy the conversion rights under the convertible debt agreements, the fair values of all derivative liabilities have been measured at as at March 31, 2026 and June 30, 2025.
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 9 – NOTES PAYABLE
As of March 31, 2026, the Company had the following loan agreements outstanding, summarized as follows:
| Original debt | Accrued interest as of March 31, 2026 | Cumulative Total | Balance due as of March 31, 2026 | Interest rate | Inception | Original due date | |||||||||||||||
| $ | $ | $ | ( | ) | $ | % |
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* As of March 31, 2026, these notes were in default and are due on demand.
As of March 31, 2026, a total of $
Integral Technologies, Inc.
Notes to the Unaudited Condensed Consolidated Financial Statements
March 31, 2026 and 2025
(Unaudited)
NOTE 9 – NOTES PAYABLE (CONTINUED)
As of June 30, 2025, the Company had the following loan agreements outstanding, summarized as follows:
| Original debt | Accrued interest as of June 30, 2025 | Cumulative Total | Balance due as of June 30, 2025 | Interest rate | Inception | Original due date | |||||||||||||||
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* As of June 30, 2025, these notes were in default and are due on demand.
** As of August 18, 2025, this note became in default and became due on demand.
NOTE 10 - SUBSEQUENT EVENTS
In April 2026, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to increase the authorized shares of common stock from
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated interim financial statements (the “financial statements”), and the notes thereto, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. The following discussion and analysis compare our consolidated results of operations for the nine months ended March 31, 2026 (the “2026 Quarter”) with those for the nine months ended March 31, 2025 (the “2025 Quarter”). All dollar amounts and percentages presented herein have been rounded to approximate values.
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements”. These statements include, among other things, statements regarding our anticipation of ramping up our search for target or partner, as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. These risks include the inability of our consultant or management to locate an acquisition target and even if successful that management will be able to negotiate any such transaction on favorable terms and the lack of funding to continue meeting our SEC filing obligations as well as other ongoing costs. No assurance can be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended June 30, 2025 for information regarding risk factors that could affect the Company’s results. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Overview
Integral Technologies, Inc. (“Integral,” the “Company” or “we”) was incorporated under the laws of the State of Nevada on February 12, 1996. The Company currently has little operations and is evaluating a number of strategic alternatives including, but not limited to, seeking to acquire a new business in the United States, including potentially by means of a reverse merger with an operating entity. We have not generated material revenues since 2018 and do not expect to do so in the short-term.
At present, the Company has no sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. As a result, the Company is a “blank check” or “shell” company. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company has successfully implemented its business plan and closed on a suitable business combination.
Although we have been in discussions with potential partners or targets, we have not entered into any definitive agreements. The evaluation and selection of a business opportunity is a complex and uncertain process, and we have not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify as viable for our objectives, including due to competitive forces in the marketplace beyond our control. During January 2021, the Company engaged Ascentaur, LLC, a business consulting firm to assist in identifying prospective partners to enhance the Company’s future business opportunities. The Company has not paid a retainer related to the engagement. The Company was focused on becoming a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”). Now that the Company is subject to the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”), it anticipates ramping up its search for a qualified acquisition partner seeking to merge with a SEC reporting company. There is no assurance that we will be able to locate compatible business opportunities for the Company.
Going concern
We have experienced losses from operations since inception and have never generated positive cash flow. The success of our business plan during the next 12 months and beyond will be contingent upon obtaining sufficient financing to cover our operating costs and growth initiatives. This is because we do not anticipate generating material revenue from operations in the short term nor being able to raise capital (prior to consummating a business combination). As of the filing date of this report, the Company had approximately $5,100,000 of outstanding debt, including accrued interest, penalties and other fees due under the notes and convertible debentures. The reports from our independent registered public accounting firm for the fiscal year ended June 30, 2025, and prior years include an explanatory paragraph stating the Company has recurring net losses from operations, negative operating cash flows, does not yet generate revenue from operations and will need additional working capital for ongoing operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. If we are unable to obtain sufficient funding and/or generate material revenue to fund our operations and business plan, our business, prospects, financial condition and results of operations will be materially and adversely affected, we may be unable to continue as a going concern in which case you in turn would lose your investment.
Results of Operations
During the nine months ended March 31, 2026, the Company’s net loss of $554,984 increased by $35,840 compared to a net loss of $519,144 for the nine months ended March 31, 2025, primarily as a result of the following:
| ● |
Selling, general and administrative expenses increased by $27,416 due to the Company incurring additional legal, transfer agent, accounting and auditor fees associated to catching up its financial statement filing obligations and cleaning up the Company; and |
| ● |
Interest expense increased by $8,424 due primarily to an increasing amount of debt. |
During the three months ended March 31, 2026, the Company’s net loss of $163,504 decreased by $28,254 compared to a net loss of $191,758 for the three months ended March 31, 2025, primarily as a result of the following:
| ● |
Selling, general and administrative expenses decreased by $31,587 due to the Company incurring slightly less legal, transfer agent, accounting and auditor fees associated with catching up its financial statement filing obligations and cleaning up the Company; and |
| ● |
Interest expense increased by $3,333 due primarily to an increasing amount of debt. |
Liquidity and Capital Resources
The Company is fundamentally out of cash. For the past two years, the Company has been relying on loans from its current lenders primarily to fund accounting, auditing and other costs associated with regaining compliance with its SEC filings. The Company currently has approximately $5.1 million in outstanding debt including accrued interest. Management has expressed substantial doubt about the Company’s ability to continue as a going concern during the twelve months ended March 31, 2027, unless it can raise the required capital or find a new business opportunity. As such, the Company does not believe that it will be able to raise any significant capital until such time as it is able to execute on a new business plan.
Net Cash used in Operating Activities:
During the nine months ended March 31, 2026, net cash used in operating activities was $133,369 as compared to $85,696 for the nine months ended March 31, 2025, due to fluctuations in the timing of professional and filing fees incurred.
Cash Used in Investing Activities:
During the nine months ended March 31, 2026 and 2025, there were no investing activities.
Cash Flows from Financing Activities:
During the nine months ended March 31, 2026 and 2025, net cash provided by debt financing activities was $187,500 as compared to $95,000, respectively.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. For the nine months ended March 31, 2026, there were no accounting estimates the Company considers critical.
We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements for the nine months ended March 31, 2026, and Note 2 to our audited consolidated financial statements appearing in our 2025 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve, and report related party transactions.
We will continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added additional personnel, including additional accounting and administrative staff, allowing improved internal control over financial reporting.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We currently have no legal proceedings or claims from unpaid bills that may not likely have, individually or in the aggregate, a material adverse effect on business, financial condition or operating results.
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
As described in Note 8 to the unaudited condensed consolidated financial statements, as of March 31, 2026, a total of approximately $4,838,552 of principal and interest is in default and due on demand.
Item 4. Mine Safety Disclosures.
Not applicable.
officers, as defined in Rule 16a-1(f), or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.
| No. |
Exhibit Description |
Form |
Date Filed |
Number |
Herewith |
|||||
| 3.1 |
10-12G |
7/24/23 |
3.1 |
|||||||
| 3.1(a) |
8-K |
12/4/18 |
3.1 |
|||||||
| 3.1(b) |
10-K |
9/26/24 |
3.1(B) |
|||||||
| 3.1(c) |
Certificate of Amendment – Reverse Stock Split and Increase Authorized Capital |
Filed |
||||||||
| 3.2 |
10-QSB |
5/12/06 |
3.04 |
|||||||
| 31.1 |
Filed |
|||||||||
| 32.1 |
Furnished** |
|||||||||
| 101.INS |
Inline XBRL Instance Document |
Filed |
||||||||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
Filed |
||||||||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
Filed |
||||||||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
Filed |
||||||||
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
Filed |
||||||||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
Filed |
||||||||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Integral Technologies, Inc. |
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| May 15, 2026 |
By: |
/s/ Douglas Bathauer |
| Douglas Bathauer, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
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