FKWL 10-K
Franklin Wireless Corp (FKWL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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The Registrant has shares of common stock outstanding as of September 28, 2026.
FRANKLIN WIRELESS CORP.
INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2026
| i |
NOTE ON FORWARD LOOKING STATEMENTS
You should keep in mind the following points as you read this Report on Form 10-K:
| o | the terms “we,” “us,” “our,” “Franklin,” “Franklin Wireless,” or the “Company” refer to Franklin Wireless Corp. | |
| o | our fiscal year ends on June 30; references to fiscal 2026 and fiscal 2025 and similar constructions refer to the fiscal year ended on June 30 of the applicable year. |
This Annual Report on Form 10-K contains statements which, to the extent they do not recite historical fact, constitute “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements are used under the captions “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Annual Report on Form 10-K. You can identify these statements by the use of words like “may,” “will,” “could,” “should,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue,” and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons, including those discussed under the caption “Risk Factors.” These forward looking statements are made only as of the date of this Annual Report on Form 10-K. We do not undertake to update or revise the forward looking statements, whether as a result of new information, future events or otherwise.
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PART I
ITEM 1. BUSINESS.
BUSINESS OVERVIEW
Doing business as “Franklin Access”, we are a leading global provider of integrated wireless solutions utilizing the latest 5G (fifth generation) and 4G LTE (fourth generation long-term evolution) technologies including mobile hotspots, fixed wireless routers, and mobile device management (MDM) solutions. During the six months ended June 30, 2026, we began implementing a strategic shift to reduce our reliance on mobile hotspot products and increase our focus on fixed wireless routers and telecommunications modules. This shift was accelerated following a significant decline in demand for certain legacy hotspot products. We are a leading enabler of the Digital Divide initiative, and our expertise extends to innovation in Internet of Things (IOT) and machine-to-machine (M2M) applications, driving forward seamless communication and connectivity for both individuals and enterprises. While we intend to integrate artificial intelligence (“AI”)-compatible hardware, we have not commercially implemented AI technology within our current products.
We hold a 66.3% ownership in Franklin Technology Inc. (“FTI”), a research and development company based in Seoul, South Korea. FTI primarily provides design and development services for our wireless products. We hold a 60% ownership interest in Sigbeat Inc., based in San Diego, California (“Sigbeat”), which will engage in worldwide sales, marketing, customer support and operations for telecommunications modules. Our products are generally marketed and sold directly to wireless operators and indirectly through strategic partners and distributors. Our primary markets are in North America and Asia.
OUR STRUCTURE
We incorporated in 1982 in California and reincorporated in Nevada on October 25, 2007. The reincorporation had no effect on the nature of our business or our management. Our headquarters are located in San Diego, California. This office provides marketing, sales, operations, finance and administrative support. It is also responsible for all customer-related activities, such as marketing communications, product planning, product management and customer support, along with sales and business development activities worldwide.
As of June 30, 2026 and 2025, the consolidated financial statements include the accounts of Franklin Wireless Corp. and its subsidiaries, Franklin Technology Inc. (“FTI”) and Sigbeat Inc. (“Sigbeat”), with majority voting interests of 66.3% and 60.0%, respectively, (approximately 33.7% and 40.0% are owned by noncontrolling interests, respectively). In the preparation of consolidated financial statements, intercompany transactions and balances are eliminated and net (loss) earnings are reduced by the portion of the net (loss) earnings of the subsidiary or subsidiaries applicable to noncontrolling interests.
On May 14, 2024, we entered into an Agreement for Formation of a Joint Venture Corporation (the “Agreement”). Under the terms of the Agreement, the parties formed a Nevada corporation, Sigbeat, to be owned 60% by Franklin and 40% by its Electronic Manufacturing Services (“EMS”) partner, Forge International Co., Ltd. (“Forge”). The parties contributed a total of $5,000,000 in capital, in accordance with their respective ownership interest percentages. Under the terms of the Agreement, Sigbeat has a Board of Directors consisting of three members, of whom two are to be appointed by us and one appointed by Forge. Sigbeat will engage in worldwide sales, marketing, customer support and operations for telecommunications modules under such brands or designations as the Board of Directors of Sigbeat determines.
Pursuant to the Agreement, in July 2024, Sigbeat entered into a stock subscription agreement with Forge to purchase 400,000 shares of Common Stock, representing 40% of the total outstanding Common Stock of Sigbeat. On December 23, 2024, and January 9, 2025, we contributed $600,000 and $2,400,000 for Common Stock, respectively, and, on January 16, 2025, Forge contributed $2,000,000 for Common Stock.
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Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. We have one reportable segment, consisting of the sale of wireless access products. The Chief Operating Decision Maker (“CODM”) assesses performance for the segment and allocates resources based on the consolidated net income (loss) of the company. The CODM uses the consolidated net (loss) income to evaluate the return on assets in deciding on resource allocation, monitor performance against budgets, and benchmark performance against competitors.
We generate revenues from two geographic areas, consisting of North America and Asia. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements. The following table contains certain financial information by geographic area and the reconciliation of total segment sales less disclosed significant expenses to the segment’s measure of net (loss) income.
| Fiscal Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net sales: | ||||||||
| North America | $ | 36,478,002 | $ | 46,081,244 | ||||
| Asia | 36,403 | 5,657 | ||||||
| Totals | $ | 36,514,405 | $ | 46,086,901 | ||||
| Fiscal Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Items: | ||||||||
| Net sales | $ | 36,514,405 | $ | 46,086,901 | ||||
| Cost of goods sold | (30,259,274 | ) | (38,171,832 | ) | ||||
| Selling, general, and administrative expenses | (5,698,950 | ) | (6,676,078 | ) | ||||
| Research and development expenses | (3,233,791 | ) | (4,102,660 | ) | ||||
| Other segment items | (4,241,662 | ) | 2,723,240 | |||||
| Net loss | $ | (6,919,272 | ) | $ | (140,429 | ) | ||
| June 30, 2026 | June 30, 2025 | |||||||
| Long-lived assets, net (property and equipment and intangible assets): | ||||||||
| North America | $ | 837,722 | $ | 929,173 | ||||
| Asia | 150,463 | 157,821 | ||||||
| Totals | $ | 988,185 | $ | 1,086,994 | ||||
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OUR PRODUCTS
We offer a wide variety of innovative integrated wireless solutions utilizing the latest 5G and 4G LTE technologies including mobile hotspots, fixed wireless routers, and mobile device management (MDM) solutions.
5G/4G Wireless Broadband Products
5G/4G LTE Wi-Fi Mobile Hotspot
| o | Portable Wi-Fi hotspot routers that provide wireless Internet access with 5G/4G support for multiple simultaneously connected devices including laptops, tablets, and smart phones. Our Mobile Hotspot products help remote workers be productive while on the go and help students and educational institutions support remote learning activities. |
5G/4G Fixed Wireless Routers
| o | Enhanced routing gateway that can provide support for both wired and wireless connectivity, offering solutions for consumers looking to replace Cable or DSL service ensuring a reliable and high-speed internet access. |
Smart Box Solutions
4G/5G M2M Gateway
| o | Enhanced gateway that supports both 4G and 5G networks, enabling reliable and secure machine-to-machine communication, essential for industrial applications and remote monitoring systems. |
Seiona Family Guardian Solutions
Parental Controls
| o | Comprehensive parental control features, ensuring a safe and secure online environment for children by managing and monitoring their internet and application usage. |
Senior Care (In Development)
| o | Enhancing senior care solutions for the safety and well-being of elderly family members through monitoring and assistance features tailored to their needs. |
JEXtream Cloud Solutions
“JEXtream” is Franklin’s Cloud based telecom grade server platform for 5G devices and routers, which enables enhanced remote management of device functionality.
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CUSTOMERS
Our global customer base is comprised of wireless operators, strategic partners and distributors located primarily in North America and Asia.
SALES AND MARKETING
We market and sell our products primarily to wireless operators located in the North America and Asia regions mainly through our internal, direct sales organization and, to a lesser degree, indirectly through strategic partners and distributors. The sales process is supported with a range of marketing activities, including trade shows, product marketing and public relations.
All of our wireless devices must pass Federal Communications Commission (FCC) testing in order to be sold in United States markets. PCS Type Certification Review Board (“PTCRB”) test certifications are required for all LTE and HSPA/GSM wireless data products to launch with wireless operators in North America. Other LTE and 5G test certifications, as defined by the 3GPP governing body, are required for LTE and 5G wireless data products. Certifications are issued as being a qualifier of GCF, PTCRB, IEEE, CE, UL, Wi-Fi alliance certification and 3GPP standards. Our devices also comply with the requirements of California’s Proposition 65 (“Prop 65”), Safe Drinking Water and Toxic Enforcement Act of 1986.
PRODUCTION AND MANUFACTURING OPERATIONS
For the fiscal year ended June 30, 2026, the manufacturing of the majority of our products was performed by a single independent company located in Asia.
EMPLOYEES
As of June 30, 2026, we had 69 total employees at Franklin, FTI, and Sigbeat combined. We also use the services of consultants and contract workers from time to time. Our employees are not represented by any collective bargaining organization, and we have never experienced a work stoppage.
ITEM 1A: RISK FACTORS.
The following risk factors do not purport to be a complete explanation of the risks involved in our business.
WE MAY NEED ADDITIONAL FINANCING FOR PRODUCT DEVELOPMENT. Our financial resources are sufficient for our current operational needs; however, the amount of funding required to develop and commercialize our products and technologies is highly uncertain. Adequate funds may not be available when needed or on terms satisfactory to us. Lack of funds may cause us to delay, reduce and/or abandon certain or all aspects of our development and commercialization programs. We may seek additional financing through the issuance of equity or convertible debt securities. In such event, the percentage ownership of our stockholders would be reduced, stockholders may experience additional dilution, and such securities may have rights, preferences, and privileges senior to those of our Common Stock. There can be no assurance that additional financing will be available on terms favorable to us or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fund our expansion, take advantage of desirable acquisition opportunities, develop, or enhance services or products or respond to competitive pressures. Such inability could have a materially adverse effect on our business, results of operations and financial conditions.
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WE MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. The industry in which we operate has many participants that own, or claim to own, proprietary intellectual property. In the past we have received, and in the future may receive, claims from third parties alleging that we, and possibly our customers, violate their intellectual property rights. Rights to intellectual property can be difficult to verify and litigation may be necessary to establish whether or not we have infringed the intellectual property rights of others. In many cases, these third parties are companies with substantially greater resources than us, and they may be able to, and may choose to, pursue complex litigation to a greater degree than we could. Regardless of whether these infringement claims have merit or not, we may be subject to the following:
| o | We may be liable for potentially substantial damages, liabilities, and litigation costs, including attorneys’ fees; | |
| o | We may be prohibited from further use of the intellectual property and may be required to cease selling our products that are subject to the claim; | |
| o | We may have to license third-party intellectual property, incurring royalty fees that may or may not be on commercially reasonable terms. In addition, there is no assurance that we will be able to successfully negotiate and obtain such a license from the third party; | |
| o | We may have to develop a non-infringing alternative, which could be costly and delay or result in the loss of sales. In addition, there is no assurance that we will be able to develop such a non-infringing alternative; | |
| o | The diversion of management’s attention and resources; | |
| o | Our relationships with customers may be adversely affected; and | |
| o | We may be required to indemnify our customers for certain costs and damages they incur in such a claim. |
In the event of an unfavorable outcome in such a claim and our inability to either obtain a license from the third party or develop a non-infringing alternative, then our business, operating results and financial condition may be materially adversely affected, and we may have to restructure our business.
Absent a specific claim for infringement of intellectual property, from time to time we have and expect to continue to license technology, intellectual property, and software from third parties. There is no assurance that we will be able to maintain our third-party licenses or obtain new licenses when required and this inability could materially adversely affect our business and operating results and the quality and functionality of our products. In addition, there is no assurance that third party licenses we execute will be on commercially reasonable terms.
Under purchase orders and contracts for the sale of our products we may provide indemnification to our customers for potential intellectual property infringement claims for which we may have no corresponding recourse against our third-party licensors. This potential liability, if realized, could materially adversely affect our business, operating results, and financial condition.
WE OPERATE IN AN INTENSIVELY COMPETITIVE MARKET. The wireless broadband data access market is highly competitive, and we may be unable to compete effectively. Many of our competitors or potential competitors have significantly greater financial, technical, and marketing resources than we do. To survive and be competitive, we will need to continuously invest in research and development, sales and marketing, and customer support. Increased competition could result in price reductions, and smaller customer orders. Our failure to compete effectively could seriously impair our business.
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WE OPERATE IN THE HIGH-RISK TELECOM SECTOR. We are in a volatile industry. In addition, our revenue model is evolving and relies substantially on the assumption that we will be able to successfully complete the development and sales of our products and services in the marketplace. Our prospects must be considered in the light of the risk, uncertainties, expenses, and difficulties frequently encountered by companies in the early stages of development and marketing of new products. To be successful in the market we must, among other things:
| o | Complete development and introduction of functional and attractive products and services; | |
| o | Attract and maintain customer loyalty; | |
| o | Establish and increase awareness of our brand and develop customer loyalty; | |
| o | Provide desirable products and services to customers at attractive prices; | |
| o | Establish and maintain strategic relationships with strategic partners and affiliates; | |
| o | Rapidly respond to competitive and technological developments; | |
| o | Build operations and customer service infrastructure to support our business; and | |
| o | Attract, retain, and motivate qualified personnel. |
We cannot guarantee that we will be able to achieve these goals, and our failure to achieve them could adversely affect our business, results of operations, and financial condition. We expect that revenues and operating results will fluctuate in the future. There is no assurance that any or all our efforts will produce a successful outcome.
WE OPERATE IN THE HIGH-RISK HARDWARE DESIGN INDUSTRY. We are in a volatile industry. In this industry it should be expected that:
| o | Latent design flaws can be discovered, even after a device has been certified; | |
| o | Latent component defects can be discovered in critical systems, including batteries, LCDs, chargers, and other system; | |
| o | Manufacturing defects and flaws may occur during device production. |
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SOME OF OUR PRODUCTS INCLUDE BATTERIES. The following are common dangers of lithium batteries.
| o | Thermal Runaway: An uncontrollable chemical reaction that causes the cells to heat up rapidly, leading to intense fires, potential explosions, and the ejection of cells. | |
| o | Fires and Explosions: The batteries contain volatile electrolytes that, when exposed to damage or high temperatures, can ignite, causing fires that reach extreme temperatures. | |
| o | Toxic and Flammable Gases: When a battery malfunctions, it can release flammable and toxic gases, which can ignite and create a fire. | |
| o | Hydrofluoric Acid Exposure: During combustion, fluorine can separate from lithium salts, forming hydrofluoric acid when mixed with water vapor, posing a severe health risk. | |
| o | Burns: The extreme temperatures of lithium battery fires, reaching up to 1000°F or more, can cause severe third-degree burns. | |
| o | Chemical Exposure: The chemicals inside the batteries, including toxic and flammable electrolytes, pose chemical hazards if released. | |
| o | Choking Hazard: Small lithium-ion button batteries can cause severe chemical burns to the esophagus if ingeste. |
WE OPERATE IN THE HIGH-RISK SOFTWARE INDUSTRY. This industry has numerous and significantly known risks. In this industry it should be expected that:
| o | Latent design flaws, coding errors, vulnerabilities and security defects may be discovered, including after software or a device has been tested, approved, or commercially deployed; | |
| o | Code within a program may fail to operate as intended as a result of updates, modifications or changes to other software, hardware, networks, or systems; | |
| o | Software may contain security vulnerabilities arising from coding errors, design flaws, third-party or open-source components, development tools or other dependencies, and such vulnerabilities may not be identified or remediated before they are exploited; and | |
| o | Hacking, malware, unauthorized access and other malicious actions by third parties may exploit software vulnerabilities or otherwise compromise, damage or alter software, data, or system integrity. Product security vulnerabilities, system security risks, data breaches, cyber-attacks, improper use of AI tools, and other threats and risks, could disrupt or otherwise compromise our products, services, internal operations or information technology systems, or those of third parties with whom we work. Actual or perceived non-compliance with our privacy and security obligations could lead to regulatory investigations or actions, litigation, fines and penalties, business operation disruption, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences. |
POTENTIAL DESIGN AND MANUFACTURING DEFECTS COULD OCCUR. Our product and service offerings may have quality issues from time to time, due to defects in software design, hardware design or component manufacturing. As a result, our products and services may not perform as anticipated and may not meet customer expectations. Component defects could make our products unsafe and create a risk of environmental or property damage and personal injury. There can be no assurance we will be able to detect and address all issues and defects in the hardware, software, and services we offer. Failure to do so could result in widespread technical and performance issues affecting our products and services. In addition, we may be exposed to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment, and/or intangible assets, and significant warranty and other expenses, including litigation costs and regulatory fines.
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WE OPERATE IN A FIELD WITH RAPIDLY CHANGING TECHNOLOGY. We cannot be certain that our products and services will function as anticipated or be desirable to our intended markets. Our current or future products and services may fail to function properly, and if our products and services do not achieve and sustain market acceptance, our business, results of operations and profitability may suffer. If we are unable to predict and comply with evolving wireless standards, our ability to introduce and sell new products will be adversely affected. If we fail to develop and introduce products on time, we may lose customers and potential product orders.
WE DEPEND ON THE DEMAND FOR WIRELESS NETWORK CAPACITY. The demand for our products is completely dependent on the demand for broadband wireless access to networks. If wireless operators do not deliver acceptable wireless service, our product sales may dramatically decline. Thus, if wireless operators experience financial or network difficulties, it will likely reduce demand for our products. These are beyond our ability to control and can either increase or decrease demand for our products.
PANDEMIC OUTBREAKS CAN CAUSE VOLATILE CHANGES IN THE MARKET. Demand for wireless access can rise and fall greatly during times of pandemic outbreaks, such as COVID-19, as more people may be required to work remotely, and schools may be required to operate remote classrooms. When an outbreak ends, or becomes more controlled, demand for wireless devices could decline rapidly, decreasing demand for our products. Pandemic outbreaks can also disrupt supply chains, manufacturing operations, and shipping. These disruptions can make product fulfilment difficult, delayed, or impossible. All these changes are beyond our ability to control and can cause revenue and income to change dramatically.
WE DEPEND ON COLLABORATIVE ARRANGEMENTS. The development and commercialization of our products and services depend in large part upon our ability to selectively enter and maintain collaborative arrangements with developers, distributors, service providers, network systems providers, core wireless communications technology providers and manufacturers, among others.
THE LOSS OF ANY OF OUR MATERIAL CUSTOMERS, OR A REDUCTION IN THEIR PURCHASES OF OUR PRODUCTS, COULD ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY, AND THEREFORE SHAREHOLDER VALUE. We depend on a small number of customers for a significant portion of our revenues. For the year ended June 30, 2026, net revenues from our two largest customers represented 60.9% and 27.5% of our consolidated net sales, respectively. We have a written agreement with each of these customers that governs the sale of products to them, but the agreements do not obligate them to purchase any quantity of products from us.
During fiscal 2026, one of our major customers discontinued a hotspot product that we expected to generate significant revenues for us, resulting in a significant reduction in revenues from that customer. We do not expect material future sales of that product to this customer. Although we continue to maintain a relationship with this customer, there can be no assurance that it will purchase other products from us in quantities sufficient to replace the revenues associated with the discontinued product.
Our customers may discontinue products, reduce or delay purchases, transition to competing products, or otherwise reduce their business with us at any time. Because of our customer concentration, the loss of a material customer or a significant reduction in purchases of one or more of our products by a material customer could materially adversely affect our revenues, profitability and financial condition.
OUR PRODUCT DELIVERIES ARE SUBJECT TO LONG LEAD TIMES. We often experience long-lead times to ship products, often more than 160 days. This could cause us to lose customers, who may be able to secure faster delivery times from our competitors and require us to maintain higher levels of working capital.
OUR PRODUCT-TO-MARKET CHALLENGE IS CRITICAL. Our success depends on our ability to quickly enter the market and establish an early mover advantage. We must implement an aggressive sales and marketing campaign to solicit customers and strategic partners. Any delay could seriously affect our ability to establish and exploit effectively an early-to-market strategy.
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AS OUR BUSINESS EXPANDS INTERNATIONALLY, WE WILL BE EXPOSED TO ADDITIONAL RISKS RELATING TO INTERNATIONAL OPERATIONS. Our expansion into international operations exposes us to additional risks unique to such international markets, including the following:
| o | Increased credit management risks and greater difficulties in collecting accounts receivable; | |
| o | Unexpected changes in regulatory requirements, wireless communications standards, exchange rates, trading policies, tariffs, and other barriers; | |
| o | Uncertainties of laws and enforcement relating to the protection of intellectual property; | |
| o | Language barriers; and | |
| o | Potential adverse tax consequences. |
Furthermore, if we are unable to further develop distribution channels in countries in North America, the Caribbean and South America, EMEA (Europe, the Middle East and Africa), and Asia, we may not be able to grow our international operations, and our ability to increase our revenue will be negatively impacted.
We believe that our products are currently exempt from international tariffs. If this were to change at any point, a tariff of 10%-80% of the purchase price could be imposed. If such tariffs are imposed, they could have a materially adverse effect on sales and operating results. The financial impact of this could make our business unprofitable.
GOVERNMENT REGULATION COULD RESULT IN INCREASED COSTS AND INABILITY TO SELL OUR PRODUCTS. Our products are subject to certain mandatory regulatory approvals in the United States and other regions in which we operate. In the United States, the Federal Communications Commission regulates many aspects of communications devices. Although we have obtained all the necessary Federal Communications Commission and other required approvals for the products we currently sell, we may not obtain approvals for future products on a timely basis, or at all. In addition, regulatory requirements may change, or we may not be able to obtain regulatory approvals from countries other than the United States in which we may desire to sell products in the future.
EVENTS THAT COULD REDUCE OR IMPAIR OUR ABILITY TO GENERATE REVENUES.
| o | The marketability of our products may suffer if wireless telecommunications operators do not deliver acceptable wireless services. |
| o | If customers do not adopt our software, we may not be able to monetize these software assets and realize a key part of our growth and profitability strategy. |
| o | The market for the products and services that we offer is rapidly evolving and highly competitive. We may be unable to compete effectively. |
| o | If we fail to develop and maintain strategic relationships, we may not be able to penetrate new markets. |
| o | If we fail to develop and timely introduce new products and services or enter new markets for our products and services successfully, we may not achieve our revenue targets, or we may lose key customers or sales, and our business could be harmed. |
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EVENTS THAT COULD IMPAIR OUR ABILITY TO DEVELOP, MANUFACTURE AND DELIVER OUR SOLUTIONS.
| o | We rely on third parties to manufacture and warehouse many of our products, which exposes us to a number of risks and uncertainties outside our control. |
| o | We depend on sole source suppliers for some components used in our products. The availability and sale of those services would be harmed if any of these suppliers is not able to meet our demand and alternative suitable products are not available on acceptable terms, or at all. |
| o | Natural disasters, public health crises, political crises and other catastrophic events or other events outside of our control could damage our facilities or the facilities of third parties on which we depend, and could impact consumer spending. |
| o | Disruptions in global transportation networks, including those resulting from geopolitical conflicts, could increase our shipping costs, delay deliveries and adversely affect demand for our products. Our business depends on international transportation and logistics networks to transport components and finished products. Geopolitical conflicts, including the ongoing conflict involving Iran and related instability in the Middle East, may disrupt shipping routes, increase freight, fuel, insurance and other transportation costs, or cause delays in the movement of goods. To the extent we are unable to absorb these increased costs, we may seek to pass some or all of them on to our customers through higher prices, which could reduce demand for our products or adversely affect our competitive position. Geopolitical conflicts may also have broader macroeconomic effects, including increased energy, transportation and other consumer costs, inflationary pressures and reduced consumer spending. These effects could reduce demand for wireless products and services generally and, consequently, reduce demand for our products. |
| o | We may be unable to adequately control the costs or maintain adequate supply of components and raw materials associated with our operations. We have experienced increases in the costs of certain components used in our products, and such increases may continue. Component costs and availability may be affected by a variety of factors outside our control, including inflation, shortages of raw materials, changes in supplier pricing, and changes in global demand and manufacturing capacity. In particular, increased demand for components used in artificial intelligence and data center applications has caused certain component manufacturers to allocate production capacity toward higher-margin products, which may reduce the availability or increase the cost of components used in our products. We have also experienced increased costs for certain chipsets and constraints in the availability of raw materials used in printed circuit boards. If component costs continue to increase, we may be unable to fully offset those increases through reductions in other costs or increases in the prices charged to our customers. Any resulting reduction in our gross margins could adversely affect our results of operations. In addition, increases in the prices of our products could reduce customer or end-user demand, result in lower order volumes, or adversely affect our competitive position. |
| o | If we do not effectively manage our sales channel inventory and product mix, we may incur costs associated with excess inventory or lose sales from having too few products. |
| o | Product liability, product replacement or recall costs could adversely affect our business and financial performance. |
| o | We rely on third-party software and other intellectual property to develop and provide our solutions and significant increases in licensing costs or defects in third-party software could harm our business. |
| o | Our solutions integrate with third-party technologies and if our solutions become incompatible with these technologies, our solutions would lose functionality, and our customer acquisition and retention could be adversely affected. |
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LEGAL AND REGULATORY CHANGES THAT COULD REDUCE OR IMPAIR OUR ABILITY TO OPERATE.
| o | Evolving regulations and changes in applicable laws relating to data privacy may increase our expenditures related to compliance efforts or otherwise limit the solutions we can offer, which may harm our business and adversely affect our financial condition. |
| o | Enhanced United States fiscal, tax and trade restrictions and executive and legislative actions could adversely affect our business, financial condition, and results of operations. |
| o | The increasing focus on environmental sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results. |
| o | An assertion by a third party that we are infringing its intellectual property could subject us to costly and time-consuming litigation or expensive licenses and our business could be harmed. |
| o | If we are unable to protect our intellectual property and proprietary rights, our competitive position and our business could be harmed. |
| o | Restrictions on foreign-manufactured telecommunications and networking equipment could adversely affect our ability to develop, manufacture or commercialize certain future products. Recent regulatory developments in the United States have imposed or contemplated additional restrictions on certain foreign-manufactured telecommunications and networking equipment and on the entities involved in the manufacture of such equipment. These restrictions, and any future expansion or interpretation of them, could affect the manufacturers, suppliers or other parties that we are permitted to use in connection with certain products and could affect our ability to obtain required regulatory approvals for, import or commercialize such products. Compliance with these requirements may require us to use alternative manufacturers or suppliers, modify our supply chain or product designs, or incur additional manufacturing, development, certification or compliance costs. Such changes could increase our costs, delay the introduction of new products or, in certain circumstances, prevent us from commercializing a product as planned. These risks are particularly relevant to certain consumer and enterprise networking products included in our future product roadmap. Based on currently available information, we believe our currently approved mobile hotspot products are not materially affected by these developments. |
POTENTIAL NEGATIVE IMPACTS RELATED TO INTERNATIONAL OPERATIONS.
| o | Due to the global nature of our operations, we are subject to political and economic risks of doing business internationally. |
| o | Weakness or deterioration in global economic conditions or jurisdictions where we have significant foreign operations could have a material adverse effect on our results of operations and financial condition. |
| o | Weakness or deterioration in global political conditions where we have significant business interests could have a material adverse effect on our business, results of operations and financial condition. |
| o | Fluctuations in foreign currency exchange rates could adversely affect our results of operations. |
| o | Unionization efforts in certain countries in which we operate could materially increase our costs or limit our flexibility. |
| o | Our international operations may increase our exposure to potential liability under anti-corruption, trade protection, tax and other laws and regulations. |
| o | A governmental challenge to our transfer pricing policies or practices could impose significant costs on us. |
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EVENTS THAT COULD HARM BUSINESS DEVELOPMENT ACTIVITIES AND IMPAIR OR REDUCE REVENUE.
| o | We may acquire companies and businesses, and/or divest assets or businesses. The completion of acquisition or divestiture transactions could have an adverse effect on our financial condition. | |
| o | If our goodwill and acquired intangible assets become impaired, we may be required to record a significant charge to earnings. |
POTENTIAL EVENTS THAT COULD NEGATIVELY IMPACT THE VALUE OF OUR SECURITIES.
| o | Our share price has been highly volatile in the past and could be highly volatile in the future. |
| o | Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited |
| o | The price of our stock may be vulnerable to manipulation, including through short sales. |
| o | Ownership of our common stock is concentrated, and as a result, certain stockholders may exercise significant influence over our decisions. |
| o | We do not currently pay recurring dividends on our common stock, and, consequently, your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our common stock. |
| o | If financial or industry analysts do not publish research or reports about our business, or if they issue negative or misleading evaluations of our stock, our stock price and trading volume could decline. |
| o | If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to report our financial results timely and accurately, which could adversely affect investor confidence in us, and in turn, our results of operations and our stock price. |
| o | If the accounting estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual results may be adversely affected. |
| o | Changes to the accounting systems or new accounting system implementations may be ineffective or cause delays in our ability to record transactions and/or provide timely financial results. |
| o | Any changes to existing accounting pronouncements or taxation rules or practices may cause adverse fluctuations in our reported results of operations or affect how we conduct our business. |
| o | Our quarterly operating results have fluctuated in the past and may fluctuate in the future, which could cause declines or volatility in the price of our common stock. |
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ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
Management provides regular reports to the Audit Committee, generally on an annual basis, or more frequently as needed covering:
| o | Our cybersecurity strategy and policies, |
| o | results of system monitoring and testing, |
| o | recent threat environment developments, and |
| o | any cybersecurity incidents and responses. |
In addition, in the event of a significant cybersecurity incident, the Chief Operating Officer will promptly inform the Chief Executive Officer and General Counsel, who in turn will notify the Chair of the Audit Committee and the Board as appropriate. Management regularly updates the Audit Committee on our cybersecurity programs, which includes cybersecurity risks and mitigation strategies, vulnerability management, and on-going cybersecurity projects. We evaluate our cybersecurity program primarily through internal management oversight, and engage third-party cybersecurity advisors, auditors, or technical assessors on an as-needed basis to review or enhance our security posture.
As of June 30, 2026,
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ITEM 2. PROPERTIES.
Effective January 1, 2024, we leased approximately 11,400 square feet of office space in San Diego, California. The lease has an initial term of 65 months, expiring on May 31, 2029. The monthly rent for the first year was $27,789, subject to a fixed three percent annual increase every January 1, and the lease includes one month of rent abatement each year. In addition to the base monthly rent, the lease also requires payment for certain common area costs. We maintain appropriate insurance coverage and believe the facility is suitable and adequate for our present needs. Rent expense related to this property was $345,150 and $337,322 for the years ended June 30, 2026 and 2025, respectively.
Our Korea-based subsidiary, FTI, leases approximately 10,000 square feet of office space, at a monthly rent of approximately $6,400, and additional office space consisting of approximately 2,682 square feet at a monthly rent of approximately $2,100, both located in Seoul, South Korea. These leases expired on August 31, 2026, and were extended for an additional 24 months to August 31, 2028. In addition to monthly rent, the leases provide for periodic cost of living increases in the base rent and payment for certain common area costs. These facilities are covered by an appropriate level of insurance, and we believe them to be suitable for our use and adequate for our present needs. Rent expense related to these leases was $102,510 and $105,889 for the years ended June 30, 2026 and 2025, respectively.
We leased one corporate vehicle on December 1, 2024, in San Diego, California, for our employees, under a non-cancelable lease that expires on November 30, 2027. Rent expense related to this lease was $5,947 and $3,469 for the years ended June 30, 2026 and 2025, respectively.
We leased another corporate vehicle on April 28, 2026, in San Diego, California, for our employee, under a non-cancelable lease that expires on July 28, 2029. Rent expense related to this lease was $1,885 and $0 for the years ended June 30, 2026 and 2025, respectively.
We used discount rates of 7.0% and 6.0% in determining our operating lease liabilities for the office spaces in San Diego, California, and South Korea, respectively, and used a discount rate of 7.0% and 3.9% in determining our lease liabilities for the vehicles in the order of lease inception date, respectively. These rates represented our incremental borrowing rates at that time. Short-term leases with initial terms of twelve months or less are not capitalized. The office leases of our Korea-based subsidiary were extensions of previous leases and do not contain any further extension provisions.
ITEM 3. LEGAL PROCEEDINGS.
Refer to NOTE 6 - COMMITMENTS AND CONTINGENCIES in the Consolidated Financial Statements.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET PRICE OF OUR COMMON STOCK
Shares of our Common Stock are quoted and traded on the Nasdaq National Market System under the trading symbol “FKWL.” We have one class of common stock. As of June 30, 2026, we had 429 shareholders of record. Since many of the shares of our common stock are held by brokers and other institutions on behalf of shareholders, the total number of beneficial holders represented by these record holders is not practicably determinable.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes share and exercise price information about our equity compensation plans as of June 30, 2026:
| Plan Category | Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | |||||||||
| Equity compensation plans approved by security holders | 142,000 | $ | 3.38 | 854,001 | ||||||||
| Equity compensation plans not approved by security holders | – | N/A | – | |||||||||
| Total | 142,000 | $ | 3.38 | 854,001 | ||||||||
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This report contains certain forward-looking statements relating to future events or our future financial performance. These statements are subject to risks and uncertainties which could cause actual results to differ materially from those discussed in this report. You are cautioned not to place undue reliance on this information which speaks only as of the date of this report. We are not obligated to publicly update this information, whether as a result of new information, future events or otherwise, except to the extent we are required to do so in connection with our obligation to file reports with the SEC. For a discussion of the important risks to our business and future operating performance, see the discussion under the caption “Item 1A. Risk Factors” and under the caption “Factors That May Influence Future Results of Operations” below. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.
BUSINESS OVERVIEW
Doing business as “Franklin Access”, we are a leading global provider of integrated wireless solutions utilizing the latest 5G (fifth generation) and 4G LTE (fourth generation long-term evolution) technologies including mobile hotspots, fixed wireless routers, and mobile device management (MDM) solutions. During the six months ended June 30, 2026, we began implementing a strategic shift to reduce our reliance on mobile hotspot products and increase our focus on fixed wireless routers and telecommunications modules. This shift was accelerated following a significant decline in demand for certain legacy hotspot products. We are a leading enabler of the Digital Divide initiative, and our expertise extends to innovation in Internet of Things (IOT) and machine-to-machine (M2M) applications, driving forward seamless communication and connectivity for both individuals and enterprises. While we intend to integrate artificial intelligence (“AI”)-compatible hardware, we have not commercially implemented AI technology within our current products.
We hold a 66.3% ownership in Franklin Technology Inc. (“FTI”), a research and development company based in Seoul, South Korea. FTI primarily provides design and development services for our wireless products. We hold a 60% ownership interest in Sigbeat Inc., based in San Diego, California (“Sigbeat”), which will engage in worldwide sales, marketing, customer support and operations for telecommunications modules. Our products are generally marketed and sold directly to wireless operators and indirectly through strategic partners and distributors. Our primary markets are in North America and Asia.
FACTORS THAT MAY INFLUENCE FUTURE RESULTS OF OPERATIONS
We believe that our revenue growth will be influenced largely by (1) the successful maintenance of our existing customers, (2) the rate of increase in demand for wireless data products, (3) customer acceptance of our new products, (4) new customer relationships and contracts, (5) our ability to meet customers’ demands, (6) our ability to maintain good relationships with our manufacturing partners and suppliers, and (7) the defect rates experienced by end users of our hardware and software products.
During the six months ended June 30, 2026, we experienced a significant reduction in expected future demand from one of our major customers related to a legacy hotspot product. This decrease in demand was caused by difficulties working with an intermediary company regarding late payments, as well as other matters. In response to this, we are accelerating our strategic focus toward commercial and industrial routers and telecommunications modules through our subsidiary. These product lines are in earlier stages of commercialization, and there can be no assurance regarding the timing or level of future revenues from these initiatives.
We have entered into and expect to continue to enter into new customer relationships and contracts for the supply of our products, and this may require significant demands on our resources, resulting in increased operating, selling, and marketing expenses associated with such new customers.
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We continuously evaluate the performance of our hardware and software products to discover defects that can adversely affect our revenue, income, and the price of our stock. If defects occur that customers believe are either severe in nature or excessively frequent in occurrence, customers could stop buying our products and services and the value of our stock may decrease.
We are seeing that demand from end-users has been shifting in the post-pandemic economy as remote education and work from home trends are declining. Current demand for mobile device management (MDM) services has been declining. We are working to improve and further enhance our software service offerings to address this change in the market.
We are also experiencing industry-wide supply constraints and cost increases affecting certain components used in our products, including memory components and raw materials used in printed circuit boards. These conditions may affect component availability, lead times and pricing and have resulted in increased complexity in managing our production schedules and product costs. Our ability to deliver products to customers on a timely basis is critical, particularly for our Tier-1 carrier customers, who are highly sensitive to delivery timing and reliability. Any delays or disruptions in our supply chain could impair our ability to meet customer delivery schedules, and failure to meet such requirements could negatively impact customer relationships, order volumes, or future business opportunities.
Recent regulatory developments involving restrictions on certain foreign-manufactured telecommunications and networking equipment may affect the approval, importation, or commercialization of certain future wireless products. We are evaluating the applicability of these developments to our product roadmap, including upcoming consumer and enterprise networking products. Based on currently available information, we believe our approved mobile hotspot products are not materially affected by these developments.
CRITICAL ACCOUNTING POLICIES
Revenue Recognition
We account for our revenue according to ASC 606, “Revenue from Contracts with Customers”, pursuant to which, revenue is recognized when the control of the promised goods or services is transferred to the customers, and the performance obligations under the contract have been satisfied, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
We determine revenue recognition through the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Contracts with Customers
Revenue from sales of products and services is derived from contracts with customers. The products and services promised in contracts primarily consist of hotspot routers. Contracts with each customer generally state the terms of the sale, including the description, quantity and price of each product or service. Payment terms are stated in the contract, primarily in the form of a purchase order. Since the customer typically agrees to a stated rate and price in the purchase order that does not vary over the life of the contract, the majority of our contracts do not contain variable consideration. While we continuously monitor product returns, we do not establish a formal provision for estimated warranties and returns because such costs are covered by our manufacturers. For the years ended June 30, 2026 and 2025, these expenditures were not material.
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Disaggregation of Revenue
In accordance with Topic 606, we disaggregate revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. We determined that disaggregating revenue into these categories meets the disclosure objective in Topic 606, which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.
Contract Balances
We perform our obligations under a contract with a customer by transferring products in exchange for consideration from the customer. We typically invoice our customers as soon as control of an asset is transferred, and a receivable is established. However, we recognize contract liability when a customer prepays for goods and/or services, or when we have not delivered goods under the contract since we have not yet transferred control of the goods and/or services.
The balances of our trade receivables are as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Accounts Receivable, net | $ | 2,301,445 | $ | 1,330,504 | ||||
We did not have any un-invoiced receivables in the periods ended June 30, 2026 and 2025.
Our contract liabilities are as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Undelivered products | $ | 72,893 | $ | 125,300 | ||||
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the products and services promised in our contracts with customers. We then identify performance obligations to transfer distinct products or services to the customer. In order to identify performance obligations, we consider all the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.
Our performance obligations are satisfied at a point in time. Revenue from products transferred to customers at a single point in time accounted for 99.3% and 99.2% of net sales for the years ended June 30, 2026 and 2025, respectively.
Revenue recognized over a period of time is based on the percent completion of a project and accounted for under 0.7% and 0.8% of net sales for the years ended June 30, 2026 and 2025, respectively. The majority of our revenue recognized at a point in time is for the sale of hotspot router products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product, which generally coincides with title transfer at completion of the shipping process.
As of June 30, 2026 and 2025, our contracts do not contain any unsatisfied performance obligations, except for undelivered products.
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Capitalized Product Development Costs
Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other” includes software that is part of a product or process to be sold to a customer and shall be accounted for under Subtopic 985-20. Our products contain embedded software internally developed by FTI, which is an integral part of these products because it allows the various components of the products to communicate with each other and the products are clearly unable to function without this coding.
The costs of product development that are capitalized once technological feasibility is determined (noted as Technology in progress in the Intangible Assets table, in Note 2 to Notes to Consolidated Financial Statements) include certifications, licenses, payroll, employee benefits, and other headcount-related expenses associated with product development. We determine that technological feasibility for our products is reached after all high-risk development issues have been resolved. Once the products are available for general release to our customers, we cease capitalizing the product development costs and any additional costs, if any, are expensed. The capitalized product development costs are amortized on a product-by-product basis using the straight-line amortization. The amortization begins when the products are available for general release to our customers.
As of June 30, 2026, and June 30, 2025, capitalized product development costs in progress were $22,582 and $452,676, respectively, and these amounts are included in intangible assets in our consolidated balance sheets. For the years ended June 30, 2026 and 2025, we incurred $462,136 and $520,202, respectively, in capitalized product development costs, and all costs incurred before technological feasibility is reached are expensed and included in our consolidated statements of comprehensive (loss) income.
Income Taxes
Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
We evaluate the available positive and negative evidence supporting the realization of our gross deferred tax assets, including historical financial results, the scheduled reversal of deferred tax liabilities, and the amount and timing of forecasted future taxable income. Based on this evaluation, management determined that it is more likely than not that our U.S. federal and state deferred tax assets will be fully realized, and accordingly, no valuation allowance was recorded for U.S. deferred tax assets as of June 30, 2026, or 2025.
Conversely, during the fiscal year ended June 30, 2026, based on the weight of available evidence, including cumulative losses incurred by our foreign subsidiary, management determined that it was no longer more likely than not that the foreign deferred tax assets would be realized. Consequently, a 100% valuation allowance was recorded against all foreign deferred tax assets as of June 30, 2026, whereas no valuation allowance was recorded against foreign deferred tax assets as of June 30, 2025.
As of June 30, 2026, we had federal and state net operating loss carryforwards of approximately $1.1 million and $0.6 million, respectively. As of June 30, 2025, we had federal and state net operating loss carryforwards of approximately $2.7 million and $0.7 million, respectively. Under current U.S. federal tax law, federal net operating loss carryforwards generated in tax years ending after December 31, 2017, of approximately $1.1 million, carry forward indefinitely. We have no federal net operating loss carryforwards that pre-date the Tax Cuts and Jobs Act of 2017 (“TCJA”). State net operating loss carryforwards of approximately $0.6 million will begin to expire in 2043. The utilization of net operating loss carryforwards may be subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended, and similar state tax provisions.
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We apply the provisions of ASC 740 related to accounting for uncertain tax positions, which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Under this provision, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. Tax benefits of an uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained based on technical merits.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Refer to NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES in the Consolidated Financial Statements.
RESULTS OF OPERATIONS
The following table sets forth, for the years ended June 30, 2026, and 2025, our statements of operations including data expressed as a percentage of sales:
| 2026 | 2025 | |||||||
| (as a percentage of sales) | ||||||||
| Net sales | 100.0% | 100.0% | ||||||
| Cost of goods sold | (82.9% | ) | (82.8% | ) | ||||
| Gross profit | 17.1% | 17.2% | ||||||
| Operating expenses | 24.5% | 23.4% | ||||||
| Loss from operations | (7.4% | ) | (6.2% | ) | ||||
| Other income (expense), net | (12.0% | ) | 5.8% | |||||
| Net loss before income taxes | (19.4% | ) | (0.4% | ) | ||||
| Income tax benefit | (0.4% | ) | (0.1% | ) | ||||
| Net loss | (19.0% | ) | (0.3% | ) | ||||
| Less: non-controlling interest in net (loss) income of subsidiary | (6.0% | ) | 0.2% | |||||
| Net loss attributable to Parent Company stockholders | (13.0% | ) | (0.5% | ) | ||||
YEAR ENDED JUNE 30, 2026, COMPARED TO YEAR ENDED JUNE 30, 2025
NET SALES - Net sales decreased by $9,572,496, or 20.8%, to $36,514,405 for the year ended June 30, 2026 from $46,086,901 for the corresponding period of 2025. For the year ended June 30, 2026, net sales by geographic regions, consisting of North America and Asia, were $36,478,002 (99.9% of net sales) and $36,403 (0.1% of net sales), respectively. For the year ended June 30, 2025, net sales by geographic regions, consisting of North America and Asia, were $46,081,244 (100.0% of net sales) and $5,657 (0.0% of net sales), respectively.
Net sales in North America decreased by $9,603,242, or 20.8%, to $36,478,002 for the year ended June 30, 2026, from $46,081,244 for the corresponding period of 2025. The decrease in net sales in North America was primarily due to the discontinuation of a key product by a major carrier customer, which was expected to contribute a significant portion of revenue following its recent launch, as well as the timing of large deliveries in prior periods that resulted in reduced current-period demand as customers worked through existing inventory. As a result of the product discontinuation, we do not expect material future sales of this product to this customer. Net sales in Asia increased by $30,746, or 543.5%, to $36,403 for the year ended June 30, 2026, from $5,657 for the corresponding period of 2025. The increase in net sales was primarily due to the revenue generated by FTI, which typically varies from period to period.
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GROSS PROFIT- Gross profit decreased by $1,659,938, or 21.0%, to $6,255,131 for the year ended June 30, 2026, from $7,915,069 for the corresponding period of 2025. The gross profit in terms of net sales percentage was 17.1% for the year ended June 30, 2026, compared to 17.2% for the corresponding period of 2025. The decrease in gross profit and gross profit in terms of net sales percentage for the year ended June 30, 2026, was primarily attributable to the decrease in net sales, which was driven in part by the discontinuation of a key product by a major customer.
OPERATING EXPENSES - Operating expenses decreased by $1,845,997, or 17.1%, to $8,932,741 for the year ended June 30, 2026, from $10,778,738 for the corresponding period of 2025.
Selling, general, and administrative expenses decreased by $977,128, or 14.6%, to $5,698,950 for the year ended June 30, 2026, from $6,676,078 for the corresponding period of 2025. The primary contributor to the decrease was the non-recurrence of a $1,250,000 accrued incentive bonus to OC Kim, President, in the prior year. In addition, operating expenses incurred by Sigbeat during the year ended June 30, 2026 increased, which partially offset the decrease described above.
Research and development expenses decreased by $868,869, or 21.2%, to $3,233,791 for the year ended June 30, 2026, from $4,102,660 for the corresponding period of 2025. The decrease was primarily driven by reductions of approximately $610,000 in R&D payroll expenses and $260,000 in direct project-related R&D costs. These fluctuations stem from the timing of R&D activities and the number of active projects, which typically vary from period to period.
TOTAL OTHER INCOME (EXPENSE), NET – Total Other income (expense), net decreased by $7,058,467, or 263.6%, to ($4,380,394) for the year ended June 30, 2026, from $2,678,073 for the corresponding period of 2025. This change was primarily driven by the following factors:
| o |
(Loss) Gain from Litigation Settlement and Contingency: Loss from litigation contingency was ($4,620,410) for fiscal 2026, compared to gain from litigation settlement of $1,000,000 for fiscal 2025. The variance of $5,620,410 was primarily attributable to loss from litigation contingency recognized in connection with a ruling against FTI, our South Korea-based subsidiary, in a legal proceeding brought by Partron Co., Ltd. (“Partron”) during fiscal 2026.
On July 16, 2026, the Seoul Central District Court issued a partially adverse judgment against FTI in a civil lawsuit brought by Partron for alleged damages arising from the termination of supply contract negotiations. As a result of this ruling, FTI recognized a total accrued litigation liability of $4,345,104 as of June 30, 2026, which comprises the principal judgment award of $3,673,336 plus accrued statutory interest of $671,768 calculated through June 30, 2026. Additionally, due to the application of period-average foreign currency exchange rates to the statement of operations, the recognized litigation loss of $4,620,410 exceeded the corresponding balance sheet accrued liability. On August 6, 2026, FTI, through its legal counsel, filed a formal appeal against the judgment. Through FTI, we intend to vigorously contest the ruling through the appellate process to reverse the judgment. | |
| o | Foreign Currency Transaction Gain (Loss): Foreign currency transaction loss was ($1,105,405) for fiscal 2026, compared to a gain of $196,635 for fiscal 2025. The unfavorable change of $1,302,040 was driven by fluctuations in foreign exchange rates affecting our foreign currency transactions. |
| o | Interest Income: Interest income was $487,151 for fiscal 2026, a decrease of $207,976, or 29.9%, from $695,127 for fiscal 2025, primarily due to lower prevailing interest rates during the period. |
| o | Gain from the Forgiveness of Accounts Payable and Accrued Liabilities: Gain from the forgiveness of accounts payable and accrued liabilities increased by $165,222, or 66.7%, to $412,814 for fiscal 2026 from $247,592 for fiscal 2025. For fiscal 2026, we recognized a write-off of an accrued market development funds (“MDF”) liability of approximately $400,000 following the product lifecycle discontinuation of the related line. By comparison, in the prior fiscal year, we reversed a remaining accrual balance of approximately $250,000 after confirming that the underlying obligation—originally associated with a $650,000 customer marketing and promotions support program—no longer existed. The variance between fiscal years was primarily driven by the difference in the timing and magnitude of these liability derecognitions. |
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LIQUIDITY AND CAPITAL RESOURCES
Our historical operating results, capital resources and financial position, in combination with current projections and estimates, were considered in management’s plan and intentions to fund our operations over a reasonable period of time, which we define as the twelve-month period ending June 30, 2026. For the purposes of liquidity disclosures, we assess the likelihood that we have sufficient available working capital and other principal sources of liquidity to fund our operating activities and obligations as they become due.
Our principal source of liquidity as of June 30, 2026, consisted of cash and cash equivalents as well as short-term investments of $31,954,396. We believe we have sufficient available capital to cover our existing operations and obligations through at least June 30, 2026. Our long-term future cash requirements will depend on numerous factors, including our revenue base, profit margins, product development activities, market acceptance of our products, future expansion plans and ability to control costs. If we are unable to achieve our current business plan or secure additional funding that may be required, we would need to curtail our operations or take other similar actions outside the ordinary course of business.
OPERATING ACTIVITIES – Net cash (used in) provided by operating activities for the years ended June 30, 2026 and 2025 were ($6,296,906) and $1,844,360, respectively.
The ($6,296,906) in net cash used in operating activities for the year ended June 30, 2026 was primarily driven by the changes, including increases in inventories and accounts receivable of $2,998,397 and $1,751,615, respectively, and a decrease in accounts payable of $1,102,139, as well as our net loss adjusted for depreciation, amortization, losses from litigation contingency and foreign currency transactions, and other non-cash charges.
The $1,844,360 in net cash provided by operating activities for the year ended June 30, 2025 was primarily due to the increase in accrued liabilities and accounts payable of $2,615,116 and $855,382, respectively, which was offset by our operating results (net loss adjusted for depreciation, amortization, and other non-cash charges) and the increase in inventories and accounts receivable of $993,069 and $311,767.
INVESTING ACTIVITIES – Net cash provided by investing activities for the years ended June 30, 2026 and 2025 were $5,510,683 and $1,006,398, respectively.
The $5,510,683 in net cash provided by investing activities for the year ended June 30, 2026 was primarily due to the sales of short-term investments of $6,041,785, which was partially offset by the payments for purchase of capitalized product development and intangible assets of $502,239.
The $1,006,398 in net cash provided by investing activities for the year ended June 30, 2025 was primarily due to the contribution in noncontrolling interest by a partner of $2,000,000, which was offset by the payments for the purchase of capitalized product development and intangible assets of $533,563 and the purchase of short-term investments of $437,774.
FINANCING ACTIVITIES – Net cash used in provided by financing activities for the years ended June 30, 2026 and 2025 was ($471,371) and ($408,663), respectively.
The ($471,371) in net cash used in financial activities for the year ended June 30, 2026 was attributable to the payment of cash dividends.
The ($408,663) in net cash used in financing activities for the year ended June 30, 2025 was the repurchase of 200,000 vested stock options from OC Kim, our President, which had been previously granted under the 2020 employee stock option plan. The ($408,663) in net cash used in financing activities for the year ended June 30, 2025 was the repurchase of 200,000 vested stock options from OC Kim, our President, which had been previously granted under the 2020 employee stock option plan.
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OFF-BALANCE SHEET ARRANGEMENTS
None.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
The following table summarizes our contractual obligations and commitments as of June 30, 2026, and the effect such obligations could have on our liquidity and cash flow in future periods:
| Operating Lease | ||||
| Fiscal 2027 | $ | 382,595 | ||
| Fiscal 2028 | 397,655 | |||
| Fiscal 2029 | 371,050 | |||
| Total lease payments | 1,151,300 | |||
| Less imputed interest | (112,599 | ) | ||
| Total | $ | 1,038,701 | ||
| Remaining lease term-operating lease in San Diego, California | 2.9 years | |||
| Discount rate-operating lease in San Diego, California | 7% | |||
| Remaining lease term-operating lease in South Korea | 0.2 years | |||
| Discount rate-operating lease in South Korea | 6% | |||
| Remaining lease term-vehicle lease in San Diego, California | 1.4 years | |||
| Discount rate-vehicle lease in San Diego, California | 7% | |||
| Remaining lease term-vehicle lease in San Diego, California | 3.0 years | |||
| Discount rate-vehicle lease in San Diego, California | 4% |
LEASES
Refer to ITEM 2. PROPERTIES.
WARRANTY REPAIRS
The following table sets forth the percentages of return rates and warranty repairs for all products currently marketed, in the aggregate, from the date each product was introduced through June 30, 2026.
| Current Devices | ||||||||
| Device Type | Return Rate | Warranty Repairs | ||||||
| 4G Wireless Devices | 0.11% | 0.01% | ||||||
| 5G Wireless Devices | 0.53% | 0.14% | ||||||
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FUTURE LIQUIDITY AND CAPITAL REQUIREMENTS
For the next twelve months, we may require in excess of $2 million for capital expenditures, software licenses and for testing and certifying new products. We believe our balances of cash, cash equivalents, and short-term investments, which totaled $32.0 million as of June 30, 2026, along with cash generated by ongoing operations will be sufficient to satisfy its cash requirements over the next 12 months.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and the supplementary financial information required by this Item and included in this report are listed in the Index to Financial Statements beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management has evaluated, under the supervision and with the participation of OC Kim, our President, and Reid Granados, our Acting Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, our President and the Acting Chief Financial Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to our management, including our principal executive and principal financial and accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that materially affected or are reasonably likely to materially affect our internal controls and procedures over financial reporting during the fourth quarter of the fiscal year ended June 30, 2026.
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
To evaluate the effectiveness of internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management conducted an assessment, using the criteria in Internal Control-Integrated Framework, (specifically the 2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that we maintained effective internal control over financial reporting as of June 30, 2026.
ITEM 9B. OTHER INFORMATION.
During
the quarter ended June 30, 2026, no director or officer
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Set forth below are the names, ages, titles and present and past positions of our directors and executive officers as of June 30, 2026.
| Name | Age | Position | ||
| OC Kim | 61 | President, CEO and a Director | ||
| Johnathan Chee | 63 | Chairman of the Board and a Director | ||
| Heidy Chow | 48 | Director | ||
| Kristina Kim | 63 | Director | ||
| Ira Greenstein | 66 | Director | ||
| Reid Granados | 44 | Acting Chief Financial Officer (Principal Financial Officer), and Director of Logistics | ||
| William Bauer | 57 | Chief Operating Officer and General Counsel | ||
| Yun J. (David) Lee | 65 | Senior Vice President of Sales |
OC Kim has been our President, Secretary and a director since September 2003. He also served as our Acting Chief Financial Officer from April 2018 until March 2021. Prior to joining Franklin Wireless, Mr. Kim was the CEO and President of Accetio Inc., a company he founded in April 2001 that developed cell phones and modules for the telecommunications industry. In September 2003, Accetio Inc. merged with Franklin Telecommunications Corp. and was renamed Franklin Wireless Corp. Prior to this, Mr. Kim was the Chief Operating Officer of Axesstel Inc., a pioneering developer of CDMA Wireless Local Loop Products. Before joining Axesstel, he was the president of the U.S. sales office for Kolon Data Communications Co., Ltd., one of Korea’s most prominent technology conglomerates. While at Kolon Data Communications, Mr. Kim helped introduce the first generation of CDMA phones to the Korean market through his work with Qualcomm Personal Electronics (QPE), a joint venture between Qualcomm Incorporated and Sony Electronics Inc. Mr. Kim began his career at Lucky Goldstar (LG) Electronics. He has more than 29 years of experience in sales, marketing, and operations management in the telecommunications and information systems industries. He earned a B.A. from Sogang University in Korea. We believe Mr. Kim’s qualifications to serve as a director include his extensive business, operational and management experience in the wireless industry, including his current position as our President. In addition, his knowledge of our business, products, strategic relationships and future opportunities is of great value to us.
Johnathan Chee has served as a director since September 2009 and became Chairman in February 2025. He is an attorney and has owned the Law Offices of Johnathan Chee, in Niles, Illinois, since August 2007. Mr. Chee has represented clients in various business dealings and negotiations with Ameritech, SBC, Sprint and several wireless carriers in Latin America. Between 1998 and 2007, he served as an attorney with the C&S Law Group, P.C., in Glenview, Illinois. He holds a B.A. from the University of Illinois-Chicago and a J.D. from IIT Chicago-Kent College of Law. He is a member of the Illinois Bar Association. We believe Mr. Chee’s qualifications to serve as Chairman of the Board and a director include his experience as a business attorney that allow him to provide our Board of Directors with valuable knowledge of legal matters that may affect us.
Heidy Chow is a Certified Public Accountant and has served as Chief Financial Officer of Snail Inc., a NASDAQ-listed global developer and publisher of interactive digital entertainment, since 2022, and Chief Financial officer of Snail Games USA, Inc. since September 2020. In June 2024, Ms. Chow was appointed to the board of directors of VirnetX Holding Corporation, a global leader in communication security. Previously, she was an Assurance Partner with The Pun Group, LLP, where her client base included several IT companies. Ms. Chow has more than twenty years of experience in auditing, consulting, and finance. Her career in public accounting was spent primarily with national firms RSM US and Ernst & Young, as well as regional firms, where she specialized in corporate accounting and auditing services. She has supervised engagement teams in the design and execution of audits in accordance with standards established by the American Institute of Certified Public Accountants (AICPA) and the Public Company Accounting Oversight Board (PCAOB). Ms. Chow holds a B.S. in Accounting from California State Polytechnic University, Pomona.
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Ms. Chow also serves as Chair of our Audit Committee. Our Board of Directors has determined that Ms. Chow qualifies as an “audit committee financial expert,” as defined by SEC rules, and that she is independent under the applicable NASDAQ listing standards.
Kristina Kim is a licensed attorney with extensive knowledge of global import/export, international trade, and regulatory issues. Ms. Kim also served as General Counsel and Vice President with Samsung International Inc. for over 14 years. Ms. Kim holds a B.A. in Biochemistry and Molecular Biology from the University of California at Santa Barbara, and a Juris Doctorate from the University of San Diego.
Mr. Greenstein has served as a director since February 2025. He is a Founding Partner of the Pierson Ferdinand LLP law firm. He previously served as Deputy Assistant and Strategist to the President during the first Trump Administration. Before his government service, he was President of IDT Corporation (NYSE: IDT) and Genie Energy Ltd. (NYSE: GNE). Mr. Greenstein holds a Bachelor of Science degree from Cornell University’s School of Industrial and Labor Relations and a Juris Doctor (JD) from Columbia University School of Law. He is currently a member of the board of Forafric Global plc. (NASDAQ: AFRI), where he serves on the Audit and Remuneration Committees.
Reid Granados has served as Acting Chief Financial Officer since January 1, 2025, and as Director of Logistics since September 2024. Mr. Granados has more than twenty years of experience in finance and operations across multiple industries. Previously, he served as Vice President of Finance at a publicly traded retail e-commerce company and, before that, Director of Finance at a NASDAQ-listed company specializing in blockchain payments processing and stablecoin technology. He has also served as Chief Financial Officer of a privately held technology and payments company. Mr. Granados holds a Juris Doctor from DePaul University College of Law, an MBA from DePaul University’s Kellstadt Graduate School of Business, and bachelor’s degrees in accounting and finance from Loyola University Chicago.
William Bauer has served as Chief Operating Officer since March 25, 2026 while continuing his roles as General Counsel and Director of Strategic Affairs, which he has held since October 2022. He also served as Acting Chief Financial Officer from October 2022 to January 1, 2025. Prior to joining us, Mr. Bauer held in-house legal counsel and senior financial executive positions in California and Texas, bringing over 15 years of leadership experience. He holds an MBA from San Diego State University and a J.D. from California Western School of Law and is admitted to the State Bars of California and Texas.
Yun J. (David) Lee served as our Chief Operating Officer from September 2008 until July 2023. Since July 2023 Mr. Lee has served as our Senior Vice President of Sales. Mr. Lee has 23 years of executive management experience in telecommunications, including experience in the cellular telephone business in the U.S. and South America. Prior to joining us, he served as President of Ace Electronics, and as Chief Financial Officer and Director of Sales and Marketing for RMG Wireless. Prior to that, he served as Controller and Director of International Sales for Focus Wireless in Chicago.
CODE OF ETHICS
The Board of Directors has adopted a Code of Ethics, which is applicable to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics covers all areas of professional conduct, including honest and ethical conduct, conflicts of interest, compliance with laws, disclosure obligation, and accountability for adherence to this Code.
CORPORATE GOVERNANCE
During fiscal 2026, the Board of Directors held 3 meetings. Each director attended 100% of the meetings of the Board. The Board of Directors has an Audit Committee made up of Heidy Chow (committee chair), Kristina Kim, and Ira Greenstein; a Compensation Committee made up of Johnathan Chee (committee chair) and Kristina Kim; and a Nominating Committee made up of Johnathan Chee and Heidy Chow. The Board of Directors has no other committees.
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RULE 10B-5-1 TRADING ARRANGEMENTS
During the fiscal year ended June 30, 2026, none of our directors or executive officers adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Securities Exchange Act of 1934. In addition, none of our directors or executive officers adopted, modified, or terminated any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal year.
INSIDER TRADING POLICIES AND PROCEDURES
We have
The Policy, among other things:
| o | Prohibits the purchase or sale of our securities while aware of | |
| o | Restricts trading during designated blackout periods surrounding our earnings releases and other significant events. | |
| o | Requires pre-clearance of trades by directors, executive officers, and designated employees. | |
| o | Prohibits hedging, short sales, and transactions in derivatives tied to our securities. | |
| o | Restricts the use of margin accounts and pledges of our securities without advance approval. |
The Policy also addresses the adoption and use of Rule 10b5-1 trading plans, requiring that such plans comply with applicable SEC rules and be pre-approved by our compliance officer.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth all compensation paid or accrued by us for the years ended June 30, 2026 and 2025 to our President, Acting Chief Financial Officer, Chief Operating Officer and General Counsel, and Senior Vice President of Sales (The “Named Executive Officers and Officers”).
The Board of Directors has adopted a Policy on Recoupment of Executive Incentive Compensation, effective as of October 13, 2023, pursuant to the requirements of Nasdaq Listing Rule 5608 and Securities Exchange Act Rule 10D-1 (the “Policy”). The Policy sets forth the circumstances under which we will recover certain incentive compensation paid to Executive Officers and other officers in connection with certain financial restatements. Each is required to sign and return a form pursuant to which such Executive Officer or other officer agrees to be bound by the terms of this Policy. The Policy is attached to this Report as Exhibit 97.
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Summary Compensation Table
| Fiscal | Salary | Paid Bonus | Accrued Bonus | Stock Option Repurchase Payment | Option Awards | Total | ||||||||||||||||||||
| Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||
| OC Kim, | 2025 | $ | 300,000 | $ | 25,001 | $ | 1,750,000 | (1) | $ | 746,067 | (2) | $ | – | $ | 2,821,068 | |||||||||||
| President, CEO and a Director | 2026 | $ | 300,000 | $ | – | $ | 500,000 | (1) | $ | – | $ | – | $ | 800,000 | ||||||||||||
| Reid Granados (3) | 2025 | $ | 141,013 | $ | 3,000 | $ | – | $ | – | $ | – | $ | 144,013 | |||||||||||||
| Acting Chief Financial Officer (Principal Financial Officer), and Director of Logistics | 2026 | $ | 170,000 | $ | 4,000 | $ | – | $ | – | $ | – | $ | 174,000 | |||||||||||||
| William Bauer (4), | 2025 | $ | 158,061 | $ | 3,000 | $ | – | $ | – | $ | – | $ | 161,061 | |||||||||||||
| Chief Operating Officer and General Counsel | 2026 | $ | 170,000 | $ | 4,000 | $ | – | $ | – | $ | – | $ | 174,000 | |||||||||||||
| Yun J. (David) Lee, | 2025 | $ | 300,000 | $ | 3,000 | $ | – | $ | – | $ | – | $ | 303,000 | |||||||||||||
| Senior Vice President of Sales | 2026 | $ | 300,000 | $ | 4,000 | $ | – | $ | – | $ | – | $ | 304,000 | |||||||||||||
| (1) | For fiscal 2025, a total of $1,750,000 in bonuses was accrued, consisting of $500,000 in current fiscal year quarterly bonuses (Refer to EXHIBIT 10.12) and $1,250,000 related to the Joint Venture (Refer to EXHIBIT 10.13). For fiscal 2025, bonus payment of $25,001 was made in December 2024. For fiscal 2026, a total of $500,000 in quarterly bonuses was accrued (Refer to EXHIBIT 10.12). |
| (2) | Amount shown is not a cash payment. On May 8, 2025, we entered into an Option Repurchase Agreement with Mr. Kim under which we agreed to repurchase certain vested options with a nominal value of $746,067. Of this amount, $408,663 was withheld to satisfy applicable employee payroll and income tax withholding obligations in accordance with federal and state tax requirements, and the remaining $337,404, which represented the net amount otherwise payable to Mr. Kim, was applied in full to offset his receivable balance with us (Refer to EXHIBIT 10.15). No cash was paid directly to Mr. Kim in connection with this transaction. |
| (3) | On January 1, 2025, the Board of Directors appointed Reid Granados as Acting Chief Financial Officer. |
| (4) | On March 25, 2026, the Board of Directors appointed William Bauer as Chief Operating Officer while continuing his role as General Counsel, which he has held since October 2022. The change in title does not affect Mr. Bauer’s compensation. |
Outstanding Equity Awards at Fiscal Year-End
The following table presents the outstanding equity awards held by each of the Named Executive Officers and Officers as of June 30, 2026. The options vest over periods of three years and are subject to early termination on the occurrence of certain events related to termination of employment. In addition, the full vesting of options is accelerated if there is a change in control.
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Outstanding Equity Awards at Fiscal Year-End
Options Awards
| Name | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) nonexercisable | Option Exercise Price ($) | Option Expiration Date | ||||||||||
| Yun J. (David) Lee | 15,000 (1) | – | $ | 3.38 | 12/27/2026 | |||||||||
| William Bauer | 15,000 (1) | – | $ | 3.38 | 12/27/2026 | |||||||||
| (1) | The option vests and is exercisable over three years as follows and has a five-year term: |
| i. | 33.3% of the shares underlying the option vest on the first anniversary of the date of the grant. | |
| ii. | 33.3% of the shares underlying the option vest on the second anniversary of the date of the grant. | |
| ii. | 33.3% of the shares underlying the option vest on the third anniversary of the date of the grant. |
Director Compensation
Our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors. Employee directors do not receive any cash compensation for service as directors and do not receive any equity compensation designated for such services. Members of the Board of Directors who are not employees may receive stock option grants as consideration for their board service from time to time, although there is no established policy for such stock option grants.
Timing of Stock Option Grants
Our Compensation Committee has adopted a policy regarding the timing of grants of stock options and other equity awards. Under this policy:
| o | Annual equity awards are generally approved shortly after our fiscal year-end results are released. | |
| o | The Committee does not time grants in coordination with the release of material nonpublic information. | |
| o | Directors, officers, and employees are prohibited from receiving options or other equity awards during blackout periods or at any time when they are aware of material nonpublic information. | |
| o | Any Rule 10b5-1 trading plans adopted by executives must comply with applicable SEC regulations and our Insider Trading Policy. |
During fiscal year 2026, we did not grant any stock options or equity awards.
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Fiscal 2026 Director Compensation
| Name | Fee Earned or Paid in Cash ($)(1) | Option Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||
| Johnathan Chee | 33,000 | – | – | 33,000 | ||||||||||||
| Heidy Chow | 23,495 | – | – | 23,495 | ||||||||||||
| Kristina Kim | 23,000 | – | – | 23,000 | ||||||||||||
| Ira Greenstein | 23,000 | – | – | 23,000 | ||||||||||||
| (1) |
Directors are compensated at a base rate of $20,000 annually for the year ended June 30, 2026. Bonuses may be awarded when the business has performed exceptionally well as determined by the Board of Directors. For the year ended June 30, 2026, bonuses totaling $12,000 have been approved and a total of $495 has been reimbursed for a director’s business expenses. On June 24, 2025, the Board of Directors approved a $10,000 increase to the Chairman’s annual compensation. This decision brings the Chairman’s annual salary to $30,000, with the new rate becoming effective at the start of fiscal year 2026.
On February 17, 2025, the Board of Directors appointed Ira Greenstein to the Board of Directors to replace Gary Nelson, who resigned his position on the Board. Mr. Nelson was not compensated for the year ended June 30, 2026. |
|
There are no outstanding equity awards held by any of the non-officer directors as of June 30, 2026. |
EMPLOYMENT CONTRACTS
On October 1, 2020, we entered into Change of Control Agreements with OC Kim, our President, and Yun J. (David) Lee, our Senior Vice President of Sales who previously served as Chief Operating Officer. Each Change of Control Agreement provides for a lump sum payment to the officer in case of a change of control . The term includes the acquisition of our Common Stock resulting in one person or company owning more than 50% of the outstanding shares, a significant change in the composition of the Board of Directors during any 12-month period, a reorganization, merger, consolidation or similar transaction resulting in the transfer of ownership of more than fifty percent (50%) of our outstanding Common Stock, or a liquidation or dissolution or sale of substantially all of our assets.
The Change of Control Agreement with Mr. Kim calls for a payment of $5 million upon a change of control, and the agreement with Mr. Lee calls for a payment of $2 million upon a change of control. These agreements were for an initial term of three years but have now been extended through October 2027.
On November 10, 2022, we entered into an amendment of the employment agreement dated September 7, 2021 with OC Kim, our President, The amendment provides for a severance payment of $3 million if Mr. Kim voluntarily terminates his employment or if he voluntarily terminates his employment due to a “change in circumstances,” generally defined as a material breach by us of our salary and benefit obligations or a significant reduction in Mr. Kim’s title or responsibilities. In the case of a termination of employment by us for cause (generally defined as conviction of a felony, or a misdemeanor where imprisonment is imposed, commission of any act of theft, fraud, dishonesty, or material falsification of any employment or our records, or improper disclosure of our confidential or proprietary information), we are to make a severance payment of $1,500,000. In either case, any unvested options become immediately vested.
In the amendment, Mr. Kim also agrees that, for a period of two years after termination, he will not disparage us or our officers, solicit any of our employees to terminate their employment, or disclose any of our proprietary information. In addition, the amendment provides for the payment of an incentive bonus to Mr. Kim of $125,000 for each calendar quarter during the remaining four-year term of the employment letter, with the first such bonus due on December 31, 2022. Incentive bonuses of $500,000 have been accrued for each of the years ended June 30, 2026 and 2025, resulting in accrued bonus balances of $1,875,000 and $1,375,000 as of June 30, 2026 and 2025, respectively. As of June 30, 2026, no payment for the accrued bonuses has been made by us.
The employment agreement with OC Kim was renewed and extended by the Board in September 2024 and will continue through October 2027.
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FORBEARANCE AGREEMENT
On September 23, 2024, the Board acknowledged that OC Kim, our President, had earned an incentive bonus of $1,250,000 for negotiating and securing a joint venture agreement with our EMS partner. We also entered into a Forbearance Agreement on September 23, 2024, under which Mr. Kim agreed to defer the bonus, in exchange for our agreement to allow Mr. Kim to defer payment of the $1,000,000 settlement amount owed by Mr. Kim under a Settlement Agreement, dated June 12, 2024.
On January 16, 2025, we accrued the deferred incentive bonus of $1,250,000 to OC Kim, our President, and recognized a receivable for the deferred $1,000,000 settlement amount owed by Mr. Kim to us. As of June 30, 2026, no payment for the accrued bonus has been made to Mr. Kim , and the receivable of $1,000,000 from Mr. Kim was partially settled through the May 8, 2025 option repurchase transaction, in which the $337,404 net proceeds otherwise payable to Mr. Kim were applied against the receivable. This leaves a remaining settlement balance of $662,596 owed by Mr. Kim as of June 30, 2026.
COMPENSATION DISCUSSION AND ANALYSIS
GENERAL PHILOSOPHY- We compensate our executive officers through a mix of base salary, incentive compensation and stock options. Our compensation policies are designed to be competitive with comparable employers and to align management’s incentives with both near-term and long-term interests of our stockholders. We use informal methods of benchmarking our executive compensation, based on the experience of our directors or, in some cases, studies of industry standards. Our compensation is negotiated on a case by case basis, with attention being given to the amount of compensation necessary to make a competitive offer and the relative compensation among our executive officers.
BASE SALARIES – We want to provide our senior management with a level of cash compensation in the form of base salary that facilitates an appropriate lifestyle given their professional status and accomplishments.
INCENTIVE COMPENSATION – Our practice is to award cash bonuses based upon performance objectives set by the Board of Directors. We maintain a bonus plan which provides our executive officers with the opportunity to earn cash bonuses based on the achievement of performance targets. The performance targets are set by the Board of Directors, and our executive officers are eligible to receive bonuses on a quarterly basis. The actual amount of incentive compensation paid to our executive officers is in the sole discretion of the Board of Directors.
SEVERANCE BENEFITS – We are generally an “at-will” employer and have no employment agreements with severance benefits; however, we have entered into Change of Control Agreements with OC Kim & David Lee, and a severance agreement with OC Kim that provides him with a lump sum payment in the event he leaves employment.
RETIREMENT PLANS – In January 2022, we implemented the CalSavers retirement program, an automatic enrollment individual retirement account (IRA). The program is a voluntary participation program, and all employees have the option to participate in this program if they choose to do so.
MANDATORY RECOUPMENT POLICY – We maintain a Mandatory Recoupment Policy to enable us to recover erroneously awarded compensation in the event that we are required to prepare an accounting restatement.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of September 28, 2026, by each director and executive officer, each person known to us to be the beneficial owner of more than 5% of the outstanding Common Stock, and all directors and executive officers as a group. Except as otherwise indicated below, each person has sole voting and investment power with respect to the shares owned, subject to applicable community property laws.
Shares Beneficially Owned | ||||||||
| Name and Address | Number | Percent | ||||||
| Joon Won Jyoung 3940 Ruffin Road, Suite C, San Diego, CA 92123 | 1,004,948 | 8.5% | ||||||
| OC Kim 3940 Ruffin Road, Suite C, San Diego, CA 92123 | 1,096,695 | 9.3% | ||||||
| Yun J. (David) Lee 3940 Ruffin Road, Suite C, San Diego, CA 92123 | 185,000 | 1.6% | ||||||
| Johnathan Chee 3940 Ruffin Road, Suite C, San Diego, CA 92123 | 13,500 | 0.1% | ||||||
| Paul Packer 7100 West Camino Real, Suite 302-48, Boca Raton, FL 33433 | 727,794 | (1) | 6.2% | |||||
| All directors and executive officers as a group | 3,027,937 | 25.7% | ||||||
| (1) | Based solely on a Schedule 13G dated March 31, 2025, which indicates that Mr. Packer may be deemed to beneficially own 727,794 shares. With respect to these shares, Mr. Packer has shared voting power and shared dispositive power with Globis Capital Partners, L.P., Globis Capital Advisors, L.L.C., Globis Overseas Fund, Ltd., Globis Capital Management, L.P. and Globis Capital, L.L.C. |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
On November 10, 2022, we entered into an amendment of the employment agreement dated September 7, 2021 with OC Kim, our President. The amendment provided the payment of an incentive bonus to Mr. Kim of $125,000 for each calendar quarter during the remaining four-year term of the employment letter, with the first such bonus due on December 31, 2022. Incentive bonuses of $500,000 have been accrued for each of the years ended June 30, 2026 and 2025, resulting in accrued bonus balances of $1,875,000 as of June 30, 2026. As of June 30, 2026, no payment for the accrued bonuses has been made by us.
We entered into a Forbearance Agreement with Mr. Kim on September 23, 2024, under which Mr. Kim agreed to defer a $1,250,000 bonus previously earned by him in exchange for our agreement to allow Mr. Kim to defer payment of the $1,000,000 settlement amount owed by Mr. Kim to us under a Settlement Agreement, dated June 12, 2024.
On January 16, 2025, we accrued the deferred incentive bonus of $1,250,000 to OC Kim, our President, and recognized a receivable for the deferred $1,000,000 settlement amount owed by Mr. Kim. As of June 30, 2026, no payment for the accrued bonus has been made to Mr. Kim by us, and the receivable of $1,000,000 from Mr. Kim was partially settled through the May 8, 2025 option repurchase transaction, in which the $337,404 net proceeds otherwise payable to Mr. Kim were applied against the receivable. This leaves a remaining settlement balance of $662,596 owed by Mr. Kim as of June 30, 2026.
On May 8, 2025, we entered into an Option Repurchase Agreement with Mr. Kim under which we repurchased certain vested options for a total value of $746,067. Of this amount, $408,663 was withheld to satisfy applicable payroll and income tax obligations, and the remaining $337,404, which represented the net amount otherwise payable to Mr. Kim, was applied in full to offset his receivable balance with us. No cash was paid directly to Mr. Kim in connection with this transaction.
For the years ended June 30, 2026 and 2025, we purchased electronic manufacturing services from Forge International Co., Ltd., our joint venture partner in the organization of Sigbeat, in the amounts of approximately $27.1 million and $13.7 million, respectively, and had related accounts payable of approximately $5.7 million and $5.6 million as of June 30, 2026 and 2025, respectively. (Refer to NOTE 9–RELATED PARTY TRANSACTONS)
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The aggregate fees relating to the most recently completed fiscal periods for the audit of our annual financial statements and services normally provided by the independent registered public accounting firm for this fiscal period were as follows:
| FY 2026 | FY 2025 | |||||||
| Audit Fees | $ | 95,000 | $ | 104,378 | ||||
| Total Fees | $ | 95,000 | $ | 104,378 | ||||
In the above table, “audit fees” are fees billed or expected to be billed by our external auditor for services provided in auditing our annual financial statements for the subject year. The fees set forth on the foregoing table relate to the audit as of and for the years ended June 30, 2026, and 2025, which was performed by Simon & Edward, LLP. All of the services described above were approved in advance by the Board of Directors or our Audit Committee.
| 34 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
| (a) | Index to financial statements | ||
| (b) | Exhibits | ||
The following Exhibits are files as part of, or incorporated by reference into, this Report on Form 10-K:
| 35 |
| (1) | Incorporated by reference from Report on Form 10-QSB for the quarterly period ended March 31, 2008, filed on May 14, 2008. |
| (2) | Incorporated by reference from Annual Report on Form 10-K for the year ended June 30, 2008, filed on September 26. 2008. |
| (3) | Incorporated by reference from Annual Report on Form 10-K for the year ended June 30, 2009, filed on October 13, 2009. |
| (4) | Incorporated by reference from Report on Form 8-K dated October 1, 2021 |
| (5) | Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed on November 16, 2015. |
| (6) | Incorporated by reference from Report on Form 10-K/A for the year ended June 30, 2020, filed on September 18, 2020. |
| (7) | Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 10, 2022. |
| (8) | Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, filed on February 14, 2023. |
| (9) | Incorporated by reference from Annual Report on Form 10-K for the year ended June 30, 2023, filed on September 28, 2023. |
| (10) | Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 15, 2025. |
| (11) | Incorporated by reference from Annual Report on Form 10-K for the year ended June 30, 2024, filed on September 30, 2024. |
| (12) | Incorporated by reference from Annual Report on Form 10-K for the year ended June 30, 2025, filed on September 29, 2025. |
(c) Supplementary Information
None.
ITEM 16. FORM 10-K SUMMARY.
Not applicable.
| 36 |
SIGNATURES
In accordance with Section 13 of 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Franklin Wireless Corp. | |||
| By: | /s/ OC Kim | ||
| OC Kim, President | |||
| Dated: September 28, 2026 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ OC KIM | Principal Executive Officer | September 28, 2026 | ||
|
OC Kim |
President and a Director | |||
| /s/ REID GRANADOS | Principal Financial and Accounting Officer | September 28, 2026 | ||
| Reid Granados | Acting Chief Financial Officer | |||
| /s/ JOHNATHAN CHEE | Chairman of the Board and a Director | September 28, 2026 | ||
| Johnathan Chee | ||||
| /s/ HEIDY CHOW | Director | September 28, 2026 | ||
| Heidy Chow | ||||
| /s/ KRISTINA KIM | Director | September 28, 2026 | ||
| Kristina Kim | ||||
| /s/ IRA GREENSTEIN | Director | September 28, 2026 | ||
| Ira Greenstein |
| 37 |
FRANKLIN WIRELESS CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
| F-1 |
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Franklin Wireless Corp.
San Diego, CA
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Franklin Wireless Corp. and its subsidiaries (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the period ended June 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the period ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| F-2 |
Legal Proceedings
As described in Note 6, the Company has been involved in multiple legal proceedings and claims arising in the ordinary course of business, including shareholder litigation and short-swing profit litigation. Management recognizes liabilities for legal proceedings when it is probable that a loss has been incurred, and the amount of the loss can be reasonably estimated.
We identified the legal proceedings as a critical audit matter because auditing these matters involved a high degree of auditor judgment and an increased extent of audit effort in evaluating the reasonableness of management’s assessment of the potential liabilities and related disclosures associated with the Company’s multiple legal proceedings.
The primary procedures we performed to address this critical audit matter included:
| · | Read the minutes of meetings of the Board of Directors and inquired of management regarding the status and recent developments of the Company’s significant legal proceedings to identify matters that could indicate additional legal contingencies or changes in the status of existing proceedings. |
| · | Reviewed all ongoing and settled legal claims and the related supporting documentation, including evaluating the status of each case, the likely outcome, and the potential financial exposure. |
| · | Obtained legal confirmations from the Company’s external legal counsel and evaluated the reasonableness of management’s assessment of whether an unfavorable outcome was remote, reasonably possible, or probable, and whether any potential loss was reasonably estimable. |
| · | Evaluated the Company’s recorded provisions for legal contingencies to determine whether they appropriately reflected the potential liabilities associated with the legal proceedings. |
| · | Evaluated whether the Company’s disclosures related to legal proceedings in the consolidated financial statements were appropriate and complied with applicable accounting and disclosure requirements. |
/s/
We have served as the Company’s auditor since 2024.
September 28, 2026
| F-3 |
FRANKLIN WIRELESS CORP.
Consolidated Balance Sheets
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Accounts receivable, net | ||||||||
| Other receivable due from officer | ||||||||
| Inventories, net | ||||||||
| Other current assets | ||||||||
| Prepaid income taxes | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Deferred tax assets, non-current | ||||||||
| Goodwill | ||||||||
| Right of use assets, net | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Income tax payable | ||||||||
| Contract liabilities and advance from customers | ||||||||
| Accrued liabilities, litigation contingency | ||||||||
| Accrued bonus payable to an officer | ||||||||
| Accrued liabilities, others | ||||||||
| Lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities, non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ equity: | ||||||||
| Parent Company stockholders’ equity | ||||||||
| Preferred stock, par value $ per share, authorized shares; issued and outstanding | ||||||||
| Common stock, par value $ per share, authorized shares; shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Treasury stock, shares | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Parent Company stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-4 |
FRANKLIN WIRELESS CORP.
Consolidated Statements of Comprehensive Loss
| Fiscal Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net sales | $ | $ | ||||||
| Cost of goods sold | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income, net: | ||||||||
| Interest income | ||||||||
| Gain from the forgiveness of accounts payable and accrued liabilities | ||||||||
| Gain from the disposal of property and equipment and intangible assets | ||||||||
| Litigation settlement income | ||||||||
| Litigation contingency expense | ( | ) | ||||||
| (Loss) gain from foreign currency transactions | ( | ) | ||||||
| Other income, net | ||||||||
| Total other (expense) income, net | ( | ) | ||||||
| Loss before benefit for income taxes | ( | ) | ( | ) | ||||
| Income tax benefit | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Less: non-controlling interests in net (loss) income of subsidiary at 33.7% | ( | ) | ||||||
| Less: non-controlling interests in net (loss) income of subsidiary at 40.0% | ( | ) | ||||||
| Net loss attributable to Parent Company | $ | ( | ) | $ | ( | ) | ||
| Loss per share attributable to Parent Company stockholders – basic and diluted | $ | ) | $ | ) | ||||
| Weighted average common shares outstanding – basic and diluted | ||||||||
| Comprehensive loss | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Translation adjustments | ( | ) | ||||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Less: comprehensive (loss) income attributable to non-controlling interest | ( | ) | ||||||
| Less: Foreign exchange translation attributable to non-controlling interest | ( | ) | ||||||
| Comprehensive loss attributable to controlling interest | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-5 |
FRANKLIN WIRELESS CORP.
Consolidated Statements of Changes in Stockholders’ Equity
| Common Stock | Additional Paid-in | Retained | Treasury | Accumulated Other Comprehensive | Non- controlling | Total Stockholders | ||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Stock | Loss | Interest | Equity | |||||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Net loss attributable to Parent Company | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Foreign exchange translation | – | |||||||||||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interest | – | |||||||||||||||||||||||||||||||
| Stock based compensation | – | |||||||||||||||||||||||||||||||
| Company stock option repurchase from an officer | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Contribution to a subsidiary by an EMS Partner | – | |||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Net loss attributable to Parent Company | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Foreign exchange translation | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Comprehensive loss attributable to non-controlling interest | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Dividend declared and paid | – | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-6 |
FRANKLIN WIRELESS CORP.
Consolidated Statements of Cash Flows
| Fiscal Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Loss (gain) from foreign currency transactions | ( | ) | ||||||
| Stock based compensation | ||||||||
| Bad debt expense | ||||||||
| Reserve for allowance slow moving inventories | ||||||||
| (Gain) from trading vehicle and loss from the disposal of property and equipment and intangible assets | ( | ) | ||||||
| Recovery of litigation settlement with an officer | ( | ) | ||||||
| Loss contingency associated with a subsidiary’s legal proceeding | ||||||||
| Forgiveness of debts | ( | ) | ( | ) | ||||
| Net change of right use assets and lease liabilities | ||||||||
| Deferred tax benefit | ( | ) | ( | ) | ||||
| Increase (decrease) in cash due to change in working capital: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ||||||
| Prepaid income taxes | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Contract liabilities and advance from customers | ( | ) | ( | ) | ||||
| Income tax payable | ||||||||
| Accrued liabilities | ||||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| Contribution to a subsidiary by an EMS partner | ||||||||
| Sales (purchases) of short-term investments | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Cash proceeds from sales of a vehicle | ||||||||
| Payments for capitalized product development costs and intangible assets | ( | ) | ( | ) | ||||
| Net cash provided by investing activities | ||||||||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
| Payment to repurchase stock option from an officer | ( | ) | ||||||
| Dividend declared and paid | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of foreign currency translation | ( | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the periods for: | ||||||||
| Income taxes paid, net of (refunds) | $ | $ | ||||||
| Noncash supplemental disclosure of cash flow information: | ||||||||
| Accrued liabilities offset with other receivable from an officer: | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these audited consolidated financial statements.
| F-7 |
FRANKLIN WIRELESS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BUSINESS OVERVIEW
Doing business as “Franklin Access”, we are a leading global provider of integrated wireless solutions utilizing the latest 5G (fifth generation) and 4G LTE (fourth generation long-term evolution) technologies including mobile hotspots, fixed wireless routers, and mobile device management (MDM) solutions. During the six months ended June 30, 2026, we began implementing a strategic shift to reduce our reliance on mobile hotspot products and increase our focus on fixed wireless routers and telecommunications modules. This shift was accelerated following a significant decline in demand for certain legacy hotspot products. We are a leading enabler of the Digital Divide initiative, and our expertise extends to innovation in Internet of Things (IOT) and machine-to-machine (M2M) applications, driving forward seamless communication and connectivity for both individuals and enterprises. While we intend to integrate artificial intelligence (“AI”)-compatible hardware, we have not commercially implemented AI technology within our current products.
We hold a 66.3% ownership in Franklin Technology Inc. (“FTI”), a research and development company based in Seoul, South Korea. FTI primarily provides design and development services for our wireless products. We hold a 60% ownership interest in Sigbeat Inc., based in San Diego, California (“Sigbeat”), which will engage in worldwide sales, marketing, customer support and operations for telecommunications modules. Our products are generally marketed and sold directly to wireless operators and indirectly through strategic partners and distributors. Our primary markets are in North America and Asia.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated financial statements.
Principles of Consolidation
As of June 30, 2026 and 2025,
the consolidated financial statements include the accounts of Franklin Wireless Corp. and its subsidiaries, FTI and Sigbeat, with majority
voting interests of
Reclassifications
Certain amounts on the prior period’s consolidated financial statements were regrouped and reclassified to conform to current-year presentation, with no effect on total stockholders’ equity.
Non-controlling Interest in Consolidated Subsidiary
As of June 30, 2026, the Non-Controlling
Interests (“NCI”) totaled $
| F-8 |
The NCI in FTI decreased by ($
| · | ($ | |
| · | ($ |
The NCI in Sigbeat decreased by ($
As of June 30, 2025, the non-controlling
interest was $
The NCI in FTI increased by $
| · | $ | |
| · | $ |
The NCI in Sigbeat increased by $
| · | $ | |
| · | $ |
Segment Reporting
Accounting Standards Codification (“ASC”) 280, “Segment Reporting,” requires public companies to report financial and descriptive information about their reportable operating segments. We identify our operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities and management responsibility. We have reportable segment, consisting of the sale of wireless access products. The Chief Operating Decision Maker (“CODM”) assesses performance for the segment and allocates resources based on the consolidated net income (loss) of the company. The CODM uses the consolidated net (loss) income to evaluate the return on assets in deciding on resource allocation, monitor performance against budgets, and benchmark performance against competitors.
| F-9 |
We generate revenues from two geographic areas, consisting of North America and Asia. The following enterprise-wide disclosure is prepared on a basis consistent with the preparation of the consolidated financial statements. The following table contains certain financial information by geographic area and the reconciliation of total segment sales less disclosed significant expenses to the segment’s measure of net (loss) income.
| Fiscal Years Ended June 30, | ||||||||
| Net sales: | 2026 | 2025 | ||||||
| North America | $ | $ | ||||||
| Asia | ||||||||
| Totals | $ | $ | ||||||
| Fiscal Years Ended June 30, | ||||||||
| Items: | 2026 | 2025 | ||||||
| Net sales | $ | $ | ||||||
| Cost of goods sold | ( | ) | ( | ) | ||||
| Selling, general, and administrative expenses | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Other segment items | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Long-lived assets, net (property and equipment and intangible assets): | June 30, 2026 | June 30, 2025 | ||||||
| North America | $ | $ | ||||||
| Asia | ||||||||
| Totals | $ | $ | ||||||
Fair Value of Financial Instruments
Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows:
| · | Level 1 – Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | |
| · | Level 2 – Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| · | Level 3 – Unobservable inputs that cannot be directly corroborated by observable market data and that typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
| F-10 |
The carrying amounts of financial instruments such as cash equivalents, short-term investments, accounts receivable, other current assets, accounts payable, and accrued liabilities approximate the related fair values due to the short-term nature of these instruments. We invest our excess cash into financial instruments which are readily convertible into cash, such as money market funds and certificates of deposit.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could materially differ from those estimates.
Allowance for Doubtful Accounts
On July 1, 2023, we adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held to maturity debt securities. It also applies to Off-Balance Sheet (“OBS”) credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments and leases recognized by a lessor in accordance with Topic 842 on leases.
Upon the adoption of ASC 326 and
based on our evaluation of historical collection experience and current receivable balances, we recorded an allowance for doubtful accounts
of $
Cash Flows Reporting
We follow ASC 230, Statements of Cash Flows, which requires that cash receipts and payments be classified as operating, investing, or financing activities and provides definitions for each category. We use the indirect or reconciliation method (“Indirect method”) as defined by ASC 230. Under this method, net income is adjusted for the effects of non-cash transactions, deferrals or accruals of past or future operating cash receipts and payments, and items classified as investing or financing cash flows.
Related Parties
We follow ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of our management and policies of the Company. (Refer to NOTE 9–RELATED PARTY TRANSACTIONS)
Foreign Currency Translations
We have a majority-owned subsidiary in a foreign country, South Korea. Fluctuations in foreign currency impact the amount of total assets, liabilities, earnings and cash flows that we report for our foreign subsidiary upon the translation of these amounts into U.S. Dollars for, and as of the end of, each reporting period. In particular, the strengthening of the U.S. Dollar generally will reduce the reported amount of our foreign-denominated cash, cash equivalents, total revenues and total expenses that we translate into U.S. Dollars and report in our consolidated financial statements for, and as of the end of, each reporting period. However, a majority of our consolidated revenue is denominated in U.S. Dollars, and therefore, our revenue is not directly subject to foreign currency risk.
| F-11 |
In accordance with ASC 830, transactions denominated in a currency other than an entity’s functional currency are remeasured into the functional currency. Resulting foreign currency transaction gains and losses are recognized in net (loss) income in the period in which they occur.
Leases
In accordance with ASC 842, we determine whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. For identified leases, we determine whether it should be classified as an operating or finance lease. Operating leases are recorded in the balance sheet as right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payment arising from the lease ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measured based on the present value of lease payment over the lease term. The ROU asset also includes deferred rent liabilities. Our lease arrangements generally do not provide an implicit interest rate. As a result, in such situations, we use its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We include options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assts and liabilities.
Lease expense for operating leases is recognized on a straight-line basis over the lease term. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term.
Revenue Recognition
We account for our revenue according to ASC 606, “Revenue from Contracts with Customers”, pursuant to which, revenue is recognized when the control of the promised goods or services is transferred to the customers, and the performance obligations under the contract have been satisfied, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
We determine revenue recognition through the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Contracts with Customers
Revenue from sales of products and services is derived from contracts with customers. The products and services promised in contracts primarily consist of hotspot routers. Contracts with each customer generally state the terms of the sale, including the description, quantity and price of each product or service. Payment terms are stated in the contract, primarily in the form of a purchase order. Since the customer typically agrees to a stated rate and price in the purchase order that does not vary over the life of the contract, the majority of our contracts do not contain variable consideration. While we continuously monitor product returns, we do not establish a formal provision for estimated warranties and returns because such costs are covered by our manufacturers. For the years ended June 30, 2026 and 2025 presented, these expenditures were not material.
Disaggregation of Revenue
In accordance with Topic 606, we disaggregate revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. We determined that disaggregating revenue into these categories meets the disclosure objective in Topic 606, which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.
| F-12 |
Contract Balances
We perform our obligations under a contract with a customer by transferring products in exchange for consideration from the customer. We typically invoice our customers as soon as control of an asset is transferred, and a receivable is established. However, we recognize contract liability when a customer prepays for goods and/or services, or when we have not delivered goods under the contract since we have not yet transferred control of the goods and/or services.
The balances of our trade receivables are as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Accounts Receivable, net | $ | $ | ||||||
We did not have any un-invoiced receivables in the periods ended June 30, 2026 and 2025.
Our contract liabilities are as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Undelivered products | $ | $ | ||||||
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of measurement in Topic 606. At contract inception, we assess the products and services promised in our contracts with customers. We then identify performance obligations to transfer distinct products or services to the customer. In order to identify performance obligations, we consider all the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.
Our performance obligations are
satisfied at a point in time. Revenue from products transferred to customers at a single point in time accounted for
Revenue recognized over a period
of time is based on the percent completion of a project and accounted for under
Cost of Goods Sold
All costs associated with our
contract manufacturers, as well as distribution, fulfillment and repair services, are included in our cost of goods sold. Cost of goods
sold also includes amortization expenses of approximately $
| F-13 |
Capitalized Product Development Costs
Accounting Standards Codification (“ASC”) Topic 350, “Intangibles - Goodwill and Other” includes software that is part of a product or process to be sold to a customer and shall be accounted for under Subtopic 985-20. Our products contain embedded software internally developed by FTI, which is an integral part of these products because it allows the various components of the products to communicate with each other and the products are clearly unable to function without this coding.
The costs of product development that are capitalized once technological feasibility is determined (noted as Technology in progress in the Intangible Assets table, in Note 2 to Notes to Consolidated Financial Statements) include certifications, licenses, payroll, employee benefits, and other headcount-related expenses associated with product development. We determine that technological feasibility for our products is reached after all high-risk development issues have been resolved. Once the products are available for general release to our customers, we cease capitalizing the product development costs and any additional costs, if any, are expensed. The capitalized product development costs are amortized on a product-by-product basis using the straight-line amortization. The amortization begins when the products are available for general release to our customers.
As of June 30, 2026, and 2025,
capitalized product development costs in progress were $
Research and Development Costs
Costs associated with research
and development are expensed as incurred. Research and development costs were $
Warranties
We provide a warranty for a period of twelve (12) to eighteen (18) months, which is covered by our vendors and manufacturers under purchase agreements between the Company and the vendors. As a result, we believe we do not have any net warranty exposure and do not accrue any warranty expenses. Historically, we have not experienced any material net warranty expenditures.
Shipping and Handling Costs
Costs associated with product
shipping and handling are expensed as incurred. Shipping and handling costs, which are included in selling, general and administrative
expenses on the statements of comprehensive income, were $
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flow, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. We invest our excess cash into financial instruments which management believes are readily convertible into cash, such as money market funds that are readily convertible to cash and have a $1.00 net asset value.
| F-14 |
Short Term Investments
We have invested excess funds in short-term liquid assets, such as certificates of deposit or money market funds.
Inventories, Net
Our inventories consist of finished goods and are stated at the lower of cost or net realizable value, cost being determined on a first-in, first-out basis. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. Our customer demand is highly unpredictable and can fluctuate significantly caused by factors beyond the control of the Company.
We may write down our inventory
value for potential obsolescence and excess inventory. For the years ended June 30, 2026, and 2025, we recorded $
Property and Equipment, Net
Property and equipment are recorded at cost. Significant additions or improvements extending the useful lives of assets are capitalized. Maintenance and repairs of an expense nature are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives as follows:
| Machinery | ||
| Office equipment | ||
| Molds | ||
| Vehicles | ||
| Computers and software | ||
| Furniture and fixtures | ||
| Facilities improvements |
Goodwill and Intangible Assets
Goodwill and certain intangible
assets were recorded in connection with the FTI acquisition in October 2009, and were accounted for in accordance with ASC 805, “Business
Combinations.” Goodwill represents the excess of the purchase price over the fair value of the tangible and intangible net assets
acquired. Intangible assets are recorded at their fair value at the date of acquisition. Goodwill and other intangible assets are accounted
for in accordance with ASC 350, “Goodwill and Other Intangible Assets.” Goodwill and other intangible assets are tested for
impairment at least annually and any related impairment losses are recognized in earnings when identified.
| F-15 |
Intangible Assets, Net
The definite lived intangible assets consisted of the following as of June 30, 2026:
| Definite lived intangible assets: | Expected Life | Average Remaining life | Gross Intangible Assets | Less Accumulated Amortization | Net Intangible Assets | |||||||||||
| Technology in progress | Not Applicable | – | ||||||||||||||
| Software & trademark | ||||||||||||||||
| Patents | ||||||||||||||||
| Certifications & licenses | ||||||||||||||||
| Total as of June 30, 2026 | $ | |||||||||||||||
The definite lived intangible assets consisted of the following as of June 30, 2025:
| Definite lived intangible assets: | Expected Life | Average Remaining life | Gross Intangible Assets | Less Accumulated Amortization | Net Intangible Assets | |||||||||||
| Technology in progress | Not Applicable | – | ||||||||||||||
| Software & trademark | ||||||||||||||||
| Patents | ||||||||||||||||
| Certifications & licenses | ||||||||||||||||
| Total as of June 30, 2025 | $ | |||||||||||||||
Amortization expense recognized
for the years ended June 30, 2026 and 2025 were $
The amortization expenses of the definite lived intangible assets for the next five years and thereafter are as follows
| FY2027 | FY2028 | FY2029 | FY2030 | FY2031 | Thereafter | |||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Impairment of Long-lived Assets
In accordance with ASC 360, “Property, Plant, and Equipment,” we review for impairment long-lived assets and certain identifiable intangibles whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. We consider the carrying value of assets may not be recoverable based upon our review of the following events or changes in circumstances: the asset’s ability to continue to generate income from operations and positive cash flow in future periods; loss of legal ownership or title to the assets; significant changes in our strategic business objectives and utilization of the asset; or significant negative industry or economic trends. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset are less than its carrying amount.
We are not aware of any events or changes in circumstances during the year ended June 30, 2026, that would indicate that the long-lived assets are impaired.
| F-16 |
We account for stock options and other equity-based compensation issued in accordance with ASC 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of equity-based compensation awards that are ultimately expected to vest. Stock-based compensation expense recognized includes the compensation cost for all share-based compensation payments granted to employees and non-employees, net of estimated forfeitures, over the employees’ requisite service period or the non-employees’ performance period based on the grant date fair value estimated in accordance with the provision of ASC 718. ASC 718 is also applied to awards modified, repurchased, or cancelled during the periods reported.
Income Taxes
We use the asset and liability method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets, unless it is more likely than not such assets will be realized. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes and the annual change in deferred taxes.
We assess income tax positions and record tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements. We classify interest and penalties associated with such uncertain tax positions as a component of income tax expense.
In accordance with ASC 260, basic (loss) earnings per share are calculated by dividing the net (loss) income by the weighted-average number of common shares that were outstanding for the period, without considering any potential future issuance of common shares. Diluted (loss) earnings per share is calculated by dividing the net income (loss) by the sum of the weighted-average number of dilutive potential common shares outstanding for the period determined using the treasury-stock method. Potentially dilutive shares are comprised of common stock options outstanding under our stock plan. Diluted EPS excludes all dilutive potential common shares if their effect is nondilutive. Nondilutive shares are not taken into account when computing the weighted average number of shares used in the dilutive EPS calculation.
Concentrations of Credit Risk
We maintain our cash accounts
with established commercial banks in the United States of America (the “U.S.”) and Korea. Such cash deposits exceed the Federal
Deposit Insurance Corporation insured limit of $250,000 and the Korea Deposit Insurance Corporation insured limit of approximately $
We extend credit to
our customers and perform ongoing credit evaluations of such customers. We evaluate our accounts receivable on a regular basis for
collectability and provide an allowance for potential credit losses as deemed necessary. For the year ended June 30, 2026 and 2025,
$
| F-17 |
Substantially all of our revenues
are derived from sales of wireless data products. Any significant decline in market acceptance of our products or in the financial condition
of our existing customers could impair our ability to operate effectively. A significant portion of our revenue is derived from a small
number of customers. For the year ended June 30, 2026, net sales to our two largest customers represented approximately
For the year ended June 30, 2026, we purchased the majority of our wireless data products from one manufacturing company located in Asia. If these manufacturers experience delays, capacity constraints—particularly as they reallocate production toward higher-margin Artificial Intelligence (“AI”) related components—or quality control problems, shipments to our customers could be delayed. Consequently, customers may elect to cancel purchase orders, which would negatively impact our revenue.
For the year ended June 30, 2026,
we purchased wireless data products from one major supplier in the amount of $
For the fiscal year ended June
30, 2025, we purchased wireless data products from two major suppliers totaling $
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional details regarding income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. We adopted the ASU effective July 1, 2025, and the required disclosures are included in Note 4 of our Form 10-K for the fiscal year ended June 30, 2026. The adoption enhanced disclosures regarding rate reconciliation and income taxes paid, but had no impact on our consolidated financial position, results of operations, or cash flows.
In November 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure of specified information about certain costs and expenses. This includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The ASU is effective on a prospective or retrospective basis for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted.
In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures/DISE, primarily for public business entities (PBEs) with non-calendar year-ends, “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted.
| F-18 |
On July 30, 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient for all entities to simplify credit loss estimations for current accounts receivable and contract assets under ASC 606. The amendments in this ASU are effective for all entities for annual reporting periods beginning after 15 December 2025, and interim reporting periods within those annual reporting periods, which for the Company corresponds to fiscal year 2027. We are currently evaluating whether to adopt the practical expedient under ASU 2025-05. We expect that the effect, if there are any, on our allowance for credit losses will depend on the mix and aging of our current receivables and contract assets under ASC 606, the timing of collections after period end, and whether macroeconomic forecasts materially deviate from current conditions.
In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements. This ASU improves the organization and clarity of interim reporting guidance and introduces a disclosure principle requiring entities to disclose events that occur after the most recent annual reporting period that have a material impact on interim financial statements. The ASU is effective for interim periods within annual periods beginning after December 15, 2027, which for the Company corresponds to fiscal year 2029. Early adoption is permitted. We are currently evaluating the impact of this ASU on our interim financial statement disclosures and do not expect the adoption to have a material impact on our consolidated financial position, results of operations, or cash flows.
In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-12, Codification Improvements. This ASU includes amendments to the FASB Accounting Standards Codifications intended to clarify, correct, and make minor improvements to various Topics. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, which for the Company corresponds to fiscal year 2028. Early adoption is permitted. We do not expect adoption of this ASU to have a material impact on our consolidated financial statements.
NOTE 3 - ACCRUED LIABILITIES
Accrued liabilities consist of the following as of:
| June 30, 2026 | June 30, 2025 | |||||||
| Accrued payroll deductions owed to government entities | $ | $ | ||||||
| Accrued litigation contingency (1) | ||||||||
| Accrued bonuses to an officer (2) | ||||||||
| Accrued salaries (3) | ||||||||
| Accrued vacation | ||||||||
| Accrued commission for service providers | ||||||||
| Accrued marketing development funds (4) | ||||||||
| Other accrued liabilities (5) | ||||||||
| Total | $ | $ | ||||||
| (1) |
On July 28, 2026, the Seoul Central District Court issued a partially adverse judgment against FTI in a civil lawsuit brought by Partron Co., Ltd. (“Partron) for alleged damages arising from the termination of supply contract negotiations. As a result of this ruling, FTI recognized a total litigation loss contingency of $4,345,104 for the fiscal year ended June 30, 2026. This accrued amount comprises the principal judgment award of $3,673,336 plus accrued statutory interest of $671,768 calculated through June 30, 2026. On August 6, 2026, FTI, through its legal counsel, filed a formal appeal against the judgment. The Company, through FTI, intends to vigorously contest the ruling through the appellate process to reverse the judgment.
| F-19 |
| (2) |
On November 10, 2022, the Company and OC Kim, its President, entered into an amendment of the employment agreement dated September 7, 2021. The amendment provides for the payment of an incentive to Mr. Kim, of $125,000 for each calendar quarter during the remaining four-year term of the employment agreement, for an aggregate total of $2 million, with the first such bonus accrued on December 31, 2022. Incentive bonuses of $500,000 have been accrued for each of the years ended June 30, 2026 and 2025, resulting in accrued bonus balances of $1,875,000 and $1,375,000 as of June 30, 2026 and 2025, respectively.
On September 23, 2024, the Board acknowledged that Mr. Kim had earned an incentive bonus of $1,250,000 for negotiating and securing a joint venture agreement which resulted in the organization of Sigbeat. The Company and Mr. Kim entered into a Forbearance Agreement, dated September 23, 2024, under which Mr. Kim agreed to defer the bonus, in exchange for the Company’s agreement to allow Mr. Kim to defer payment of the $1,000,000 settlement amount owed by Mr. Kim to the Company under a Settlement Agreement, dated June 12, 2024. On January 16, 2025, there was a completed contribution for Common Stock of Sigbeat, and the Company accrued the deferred incentive bonus of $1,250,000 to Mr. Kim.
| (3) |
| (4) |
| (5) |
| F-20 |
NOTE 4 - INCOME TAXES
Income tax benefit for the years ended June 30, 2026, and 2025 consists of the following:
| Years Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
United States (Domestic) | Foreign (Non-U.S.) | Consolidated | United States (Domestic) | Foreign (Non-U.S.) | Consolidated | |||||||||||||||||||
| Current income tax expense: | ||||||||||||||||||||||||
| Federal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| State | ||||||||||||||||||||||||
| Foreign | ||||||||||||||||||||||||
| Total Current income tax expense | ||||||||||||||||||||||||
| Deferred income tax (benefit) expense: | ||||||||||||||||||||||||
| Federal | ( | ) | ( | ) | ||||||||||||||||||||
| State | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Foreign | ( | ) | ( | ) | ||||||||||||||||||||
| Total deferred income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
(Benefit) provision for income taxes | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||
The income tax benefit reconciles to the amount computed by applying the effective federal statutory income tax rate to the income before provision for income taxes as follows:
| Schedule of income tax benefit reconciliation | ||||||||||||||||||||||||||||||
| Years Ended June 30, | ||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||
United States (Domestic) | Foreign (Non-U.S.) | Consolidated ($) | Consolidated (%) | United
States (Domestic) | Foreign
(Non-U.S.) | Consolidated ($) | Consolidated (%) |
|||||||||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| State tax, net of federal tax benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Meals and entertainment nondeductible portion | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Section 162(m) limitation | ( |
) | ||||||||||||||||||||||||||||
| Other nondeductible expenses | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Promotion and gift expenses | ( |
) | ||||||||||||||||||||||||||||
| Stock-based compensation | % | ( | ) | ( | ) | % | ||||||||||||||||||||||||
| Imputed interest income | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Research and development tax credit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| True up | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Others, net | ( | ) | ( |
) | ( | ) | ( | ) | ||||||||||||||||||||||
| Change in valuation allowance | ( |
) | ||||||||||||||||||||||||||||
| Stock transfer fees | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Foreign rate differential | ( |
) | ||||||||||||||||||||||||||||
(Benefit) provision for income taxes | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| F-21 |
Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets are as follows:
| Years Ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
United States (Domestic) | Foreign (Non-U.S.) | Consolidated | United States (Domestic) | Foreign (Non-U.S.) | Consolidated | |||||||||||||||||||
| Deferred tax assets: | ||||||||||||||||||||||||
| Net operating loss carryforwards | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating lease liabilities | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Intangibles | ||||||||||||||||||||||||
| Research and development capitalization | ||||||||||||||||||||||||
| Accrued vacation and paid time off | ||||||||||||||||||||||||
| Accrued compensation and bonuses | ||||||||||||||||||||||||
| Accrued expenses and other liabilities | ||||||||||||||||||||||||
| Inventory reserves and valuation allowances | ||||||||||||||||||||||||
| Tax credits carryforwards | ||||||||||||||||||||||||
| State tax credit carryforwards | ||||||||||||||||||||||||
| Allowance on contingency | ||||||||||||||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||||||||||
| Property, plant, and equipment | ||||||||||||||||||||||||
| Total gross deferred tax assets | ||||||||||||||||||||||||
| Deferred tax liabilities: | ||||||||||||||||||||||||
| Deferred state income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Property, plant, and equipment | ( | ) | ||||||||||||||||||||||
| Unrealized gains (losses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Operating right-of-use assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total deferred tax liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||||||||||||||||||
| Net deferred tax assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
We evaluate the available positive
and negative evidence supporting the realization of our gross deferred tax assets, including historical financial results, the scheduled
reversal of deferred tax liabilities, and the amount and timing of forecasted future taxable income. Based on this evaluation, management
determined that it is more likely than not that our U.S. federal and state deferred tax assets will be fully realized, and accordingly,
| F-22 |
Conversely, during the fiscal
year ended June 30, 2026, based on the weight of available evidence, including cumulative losses incurred by our foreign subsidiary, management
determined that it was no longer more likely than not that the foreign deferred tax assets would be realized. Consequently, a 100% valuation
allowance was recorded against all foreign deferred tax assets as of June 30, 2026, whereas
We apply the provisions of ASC 740 related to accounting for uncertain tax positions, which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Under this provision, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. Tax benefits of an uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained based on technical merits.
As of June 30, 2026, the Company
had federal and state net operating loss (NOL) carryforwards of approximately $
We apply the provisions of ASC 740 related to accounting for uncertain tax positions, which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Under this provision, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. Tax benefits of an uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained based on technical merits.
A reconciliation of the beginning and ending balance of unrecognized tax benefits, which have been considered in the Company’s computation of its deferred tax assets, is as follows:
| Balance as of June 30, 2024 | $ | |||
| Gross decrease | ( | ) | ||
| Balance as of June 30, 2025 | ||||
| Gross increase | ||||
| Balance as of June 30, 2026 | $ | |||
If recognized, the total amount of unrecognized tax benefits as of June 30, 2026, would favorably affect the Company’s effective tax rate. We do not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.
ASC 740 requires us to accrue interest and penalties where there is an underpayment of taxes based on our best estimate of the amount ultimately to be paid. Our policy is to recognize interest accrued related to unrecognized tax benefits and penalties as a component of income tax expense. For the fiscal years ended June 30, 2026, and 2025, we recognized no interest or penalties.
We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statutes of limitations for its U.S. federal income tax returns remain open for fiscal years 2022 and onward, and state and local income tax returns remain open for fiscal years 2021 and onward.
| F-23 |
The components of (loss) income before income taxes by jurisdiction for the fiscal years ended June 30, 2026, and 2025 are as follows:
| Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| United States (Domestic) | $ | ( | ) | $ | ( | ) | ||
| Foreign (Non-U.S.) | ( | ) | ||||||
| Consolidating adjustments and eliminations | ||||||||
| Total loss before income taxes | $ | ( | ) | $ | ( | ) | ||
Loss before income taxes is derived from operations conducted in the United States and one foreign jurisdiction. Domestic results primarily reflect the Company’s U.S. operations, while foreign income primarily relates to the Company’s international subsidiary.
Pursuant to ASU 2023-09, the following table presents disaggregated income taxes paid, net of refunds received, for the jurisdictions that individually represent greater than 5% of total income taxes paid for the fiscal years ended June 30, 2026, and 2025:
| Years Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Federal | $ | $ | ||||||
| State | ( | ) | ||||||
| Foreign (Non-U.S.) | ||||||||
| Total income taxes paid, net of (refunds) | $ | $ | ||||||
We report (loss) earnings per share in accordance with ASC 260, “Earnings Per Share.” Basic (loss) earnings per share are computed using the weighted average number of shares outstanding during the period. Diluted (loss) earnings per share represent basic earnings per share adjusted to include the potentially dilutive effect of outstanding stock options by using the treasury stock method, which assumes that the proceeds from assumed option exercises are used to repurchase common shares in the market.
For the years ended June 30, 2026, and 2025, we were in a net loss position and have excluded 142,000 and 392,001 stock options from the calculation of diluted net loss per share because these securities are anti-dilutive.
The weighted average number of shares outstanding used to compute loss per share is as follows:
| Year Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to Parent Company | $ | ( | ) | $ | ( | ) | ||
| Weighted-average shares of common stock outstanding: | ||||||||
| Basic | ||||||||
| Dilutive effect of common stock equivalents arising from stock options | ||||||||
| Diluted Outstanding shares | ||||||||
| Basic loss per share attributable to Parent Company stockholders | $ | ( | ) | $ | ( | ) | ||
| Diluted loss per share attributable to Parent Company stockholders | $ | ( | ) | $ | ( | ) | ||
| F-24 |
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Leases
We adopted ASC 842 new lease accounting on July 1, 2019. We had an operating lease principally for both Franklin Wireless Corp. and Franklin Technologies Inc., in accordance with ASC 842.
We determine whether an arrangement contains a lease at inception. A lease is a contract that provides the right to control an identified asset for a period of time in exchange for consideration. Operating leases are recorded in the balance sheet as right-of-use asset (“ROU asset”) and operating lease obligation. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payment arising from the lease ROU assets and operating lease liabilities are recognized at the commencement date of the lease and measure based on the present value of lease payment over the lease term. The ROU asset also includes deferred rent liabilities. Our lease arrangement generally does not provide an implicit interest rate. As a result, in such situations, we use its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We include options to extend or terminate the lease when it is reasonably certain that it will exercise that option in the measurement of its ROU assts and liabilities. Lease expense for operating lease is recognized on a straight-line basis over the lease term. We are also electing not to apply the recognition requirements to short-term leases of twelve months or less and instead will recognize lease payments as expense on a straight-line basis over the lease term.
We used discount rates of
| F-25 |
Rent expenses for the years ended
June 30, 2026, and 2025 were $
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operating lease expense | $ | $ | ||||||
| Vehicle leases expense | ||||||||
| Short term leases cost | ||||||||
| Total lease expense | $ | $ | ||||||
In accordance with ASC 842, future minimum payments under operating leases are as follows:
| Operating Lease | ||||
| Fiscal 2027 | $ | |||
| Fiscal 2028 | ||||
| Fiscal 2029 | ||||
| Total lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total | $ | |||
| Remaining lease term-operating lease in San Diego, California | ||||
| Discount rate-operating lease in San Diego, California | ||||
| Remaining lease term-operating lease in South Korea | ||||
| Discount rate-operating lease in South Korea | ||||
| Remaining lease term-vehicle lease in San Diego, California | ||||
| Discount rate-vehicle lease in San Diego, California | ||||
| Remaining lease term-vehicle lease in San Diego, California | ||||
| Discount rate-vehicle lease in San Diego, California | ||||
Litigation
The Company is from time to time involved in certain legal proceedings and claims arising in the ordinary course of business.
FTI Litigation in Korea
In January 2025, Partron Co.,
Ltd. (“Partron”), a South Korean electronic components manufacturer, filed a lawsuit in the Korean Seoul Central District
Court against Franklin Technology Inc. (“FTI”), a South Korea-based consolidated subsidiary in which the Company holds an
approximate 66.34% equity interest. The complaint alleged that FTI breached a Confidentiality Agreement by utilizing Partron’s Qualcomm
account credentials to design products with an alternative manufacturing vendor. Partron further alleged that, in reliance on FTI’s
requests, it procured semiconductor components from third-party suppliers (including Qualcomm and Dasaron Corporation) which FTI subsequently
failed to purchase, violating the South Korean Unfair Competition Prevention Act and other legal doctrines. On January 20, 2026, Partron
adjusted its primary claim to $
| F-26 |
On July 28, 2026, the Seoul Central
District Court (62nd Civil Division) issued a ruling partially against FTI, ordering FTI to pay damages of approximately $
On August 6, 2026, FTI filed a notice of appeal with the Appellate Division of the South Korean Court and is currently preparing its appellate brief, which is due by September 16, 2026. FTI continues to vigorously defend its position.
As a result of the court’s
ruling, FTI recorded a total litigation loss contingency of $
While the Company is not individually named as a defendant in this action, FTI is a consolidated subsidiary. FTI is actively pursuing an appeal; however, any ultimate adverse judgment or adjustments to this accrued loss contingency, or defense costs for collection actions against the Company could further impact the Company’s consolidated financial position and results of operations.
Shareholder Litigation
Harwood / Martin
A legal action was filed in the U.S. District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, by Stephen Harwood, derivatively on behalf of nominal defendant Franklin Wireless Corp. v. O.C. Kim, et al., Case #21cv01837-AJB-MSB, on or about October 29, 2021, claiming among other things, that we had prior knowledge that the recall was likely and that we did not disclose that information to investors in a timely manner. We believe these allegations are not supported by the facts and we will vigorously defend against such claims.
A legal action was filed in the U.S. District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, by Debra Martin, derivatively on behalf of nominal defendant Franklin Wireless Corp. v. O.C. Kim, et al., Case #21cv2091-AJB-MSB, on or about December 15, 2021, claiming among other things, that we had prior knowledge that the recall was likely and that we did not disclose that information to investors in a timely manner. We believe these allegations are not supported by the facts and we will vigorously defend against such claims.
The Harwood and Martin actions have been consolidated into a single action in the U.S. District Court, Southern District of California (San Diego) titled “In re Franklin Wireless Corp. Derivative Litigation,” Case No.: 21cv1837-AJB (MSB). A jury trial was held in December 2024. On December 19th, 2024, after an 8-day trial, the jury returned a verdict finding only nominal damages of $0.99 against a single director and no damages against all other defendants.
Pape
A legal action was filed in the Second Judicial District Court of Nevada in the County of Washoe against Franklin, as a nominal defendant, Barbara Pape, derivatively on behalf of nominal defendant Franklin Wireless Corp. v. O.C. Kim, et al., Case # CV22-00471, on or about March 21, 2022, claiming among other things, that we had prior knowledge that the recall was likely and that we did not disclose that information to investors in a timely manner. Following the jury verdict in the consolidated Harwood and Martin action finding only nominal damages, the parties agreed to dismiss this action. On August 12, 2025, the court formally dismissed the case.
| F-27 |
“Short-Swing” Profits Litigation
A legal action was filed in the U.S. District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, Nosirrah Management LLC v. Franklin Wireless et al., Case # 3:21-cv-01316-RSH-JLB, on or about July 22, 2021, claiming that our Chief Executive Officer, O.C. Kim, violated Section 16(b) of the Securities Exchange Act of 1934 for receiving “short-swing” profits from a sale and purchase of Franklin shares, in violation of that Act. On October 19, 2023, the jury returned a verdict of $2,000,000 in favor of the Company against the Company’s Chief Executive Officer, O.C. Kim. Subsequently, the parties entered into a settlement agreement on June 12, 2024, for Mr. Kim to pay $1,000,000, and the appeal by OC Kim was dismissed. On September 23, 2024 the Company and Mr. Kim entered into a Forbearance Agreement to defer payment of the settlement in exchange for deferment of a $1,250,000 bonus for securing a joint venture agreement to allow Mr. Kim time to pursue remedies with the State of Nevada.
On January 16, 2025, the Company
accrued the deferred incentive bonus of $
Loan Agreement with Subsidiary, FTI
On March 21, 2022, Franklin Wireless
Corp. (the “Company”) entered into a Loan Agreement with its South Korean subsidiary, FTI, under which the Company agreed
to loan US$
Subsequent to the fiscal year ended June 30, 2026, the loan was terminated and settled, and all funds were transferred back to the Company’s controlled accounts in the United States.
Employment Contracts
On October 1, 2020, we entered into Change of Control Agreements with OC Kim, our President, and Yun J. (David) Lee, our Senior Vice President of Sales who previously served as Chief Operating Officer. Each Change of Control Agreement provides for a lump sum payment to the officer in case of a change of control of the Company. The term includes the acquisition of Common Stock of the Company resulting in one person or company owning more than 50% of the outstanding shares, a significant change in the composition of the Board of Directors of the Company during any 12-month period, a reorganization, merger, consolidation or similar transaction resulting in the transfer of ownership of more than fifty percent (50%) of the Company’s outstanding Common Stock, or a liquidation or dissolution of the Company or sale of substantially all of the Company’s assets.
The Change of Control Agreement with Mr. Kim calls for a payment of $5 million upon a change of control, and the agreement with Mr. Lee calls for a payment of $2 million upon a change of control. These agreements were for an initial term of three years but have now been extended through October 2027.
| F-28 |
On November 10, 2022, the Company and OC Kim, its President, entered into an amendment of the employment agreement dated September 7, 2021. The amendment provides for a severance payment of $3 million if Mr. Kim voluntarily terminates his employment with the Company or if he voluntarily terminates his employment due to a “change in circumstances,” generally defined as a material breach by the Company of its salary and benefit obligations or a significant reduction in Mr. Kim’s title or responsibilities. In the case of a termination of employment by the Company for cause (generally defined as conviction of a felony, or a misdemeanor where imprisonment is imposed, commission of any act of theft, fraud, dishonesty, or material falsification of any employment or Company records, or improper disclosure of the Company’s confidential or proprietary information), the Company is to make a severance payment of $1,500,000. In either case, any unvested options become immediately vested.
In the amendment, Mr. Kim also
agrees that, for a period of two years after termination, he will not disparage the Company or its officers, solicit any of its employees
to terminate their employment, or disclose any of the Company’s proprietary information. In addition, the amendment provides for
the payment of an incentive bonus to Mr. Kim of $125,000 for each calendar quarter during the remaining four-year term of the employment
agreement, with the first such bonus due on December 31, 2022. Incentive bonuses of $
The employment agreement with OC Kim was renewed and extended by the Board in September 2024 and will continue through October 2027.
Joint Venture Agreement
On May 14, 2024, the Company entered into an Agreement for Formation of a Joint Venture Corporation (the “Agreement”). Under the terms of the Agreement, the parties formed a Nevada corporation, Sigbeat, to be owned 60% by Franklin and 40% by its EMS partner, Forge. The parties contributed a total of $5,000,000 in capital, in accordance with their respective ownership interest percentages. Under the terms of the Agreement, Sigbeat has a Board of Directors consisting of three members, of whom two are to be appointed by the Company and one appointed by Forge. Sigbeat will engage in worldwide sales, marketing, customer support and operations for telecommunications modules under such brands or designations as the Board of Directors of Sigbeat determine.
Pursuant to the Agreement, in
July 2024, Sigbeat entered into a stock subscription agreement with Forge to purchase 400,000 shares of Common Stock, representing 40%
of the total outstanding Common Stock of Sigbeat. On December 23, 2024, and January 9, 2025, the Company contributed $
Forbearance Agreement
On September 23, 2024, the Board
acknowledged that Mr. Kim had earned an incentive bonus of $
On January 16, 2025, the Company
accrued the deferred incentive bonus of $
| F-29 |
International Tariffs
Our products are currently manufactured in Vietnam. We believe that our products are currently exempt from international tariffs upon import from our manufacturers to the United States.
If tariffs are imposed on our products either based on type of product or the country of manufacture, they could significantly increase our costs to import devices and potentially reduce or even eliminate our ability to earn profits from the sale of our devices. Should we be required to use device manufacturing companies located outside of tariffed countries we will incur significant delays in production and possibly lose sales as a result of those changes and delays.
Given the unpredictable timing of tariff implementation, it is possible that sales could be in process and become subject to a tariff that would result in losses on those transactions. Any such reduction in profit margins, lost sales and or increased costs would likely have a negative impact on the price of our shares in the market.
Customer Indemnification
Under purchase orders and contracts for the sale of our products we may provide indemnification to our customers for potential intellectual property infringement claims for which we may have no corresponding recourse against our third-party licensors. This potential liability, if realized, could materially adversely affect our business, operating results and financial condition.
We apply the provisions of ASC 718, “Compensation - Stock Compensation,” to all of our stock-based compensation awards and use the Black-Scholes option pricing model to value stock options. The fair value of each share option award on the date of grant was estimated using the Black-Scholes method based on the following weighted average assumptions: The risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant for periods corresponding with the expected term of options award; the expected term represents the period of time that options granted are expected to be outstanding, taking into account the vesting provisions and historical exercise patterns of participants; the expected volatility is based upon historical volatility; and the dividend yield is based upon the company’s dividend rate at the time fair value is measure and future expectations. Under this application, we record compensation expense for all awards granted.
In July of 2020, the Board of Directors adopted the 2020 Franklin Wireless Corp. Stock Option Plan (the “2020 Plan”), which covers shares of Common Stock. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options and restricted stock to our employees, directors, and independent contractors. These options will have such vesting or other provisions as may be established by the Board of Directors or Plan Administrator at the time of each grant.
The estimated forfeiture rate considers historical turnover rates stratified into employee pools in comparison with an overall employee turnover rate, as well as expectations about the future. We periodically revise the estimated forfeiture rate in subsequent periods if actual forfeitures differ from those estimates. There was compensation expense of $ and $ recorded under this method for the years ended June 30, 2026, and 2025, respectively. As of June 30, 2026, shares of Common Stock under the 2020 Plan are available.
| F-30 |
A summary of the status of our stock options is presented below:
| Weighted- | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted- | Remaining | |||||||||||||||
| Average | Contractual | Aggregate | ||||||||||||||
| Exercise | Life | Intrinsic | ||||||||||||||
| Options | Shares | Price | (In Years) | Value | ||||||||||||
| Outstanding as of June 30, 2024 | $ | $ | ||||||||||||||
| Granted | – | – | ||||||||||||||
| Exercised | – | – | ||||||||||||||
| Forfeited or expired | ( | ) | – | – | ||||||||||||
| Repurchased(1) | ( | ) | – | – | ||||||||||||
| Outstanding as of June 30, 2025 | $ | $ | ||||||||||||||
| Granted | – | – | ||||||||||||||
| Exercised | – | – | ||||||||||||||
| Forfeited or expired | ( | ) | – | – | ||||||||||||
| Outstanding as of June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable as of June 30, 2026 | $ | $ | ||||||||||||||
| (1) |
The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $ as of June 30, 2026, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted-average grant-date fair value of stock options outstanding as of June 30, 2026, in the amount of shares was $ per share.
As of June 30, 2026, there was unrecognized compensation cost related to non-vested stock options granted.
NOTE 8 – STOCKHOLDERS’ EQUITY
Common Stock
We have been authorized to issue shares of common stock, $ par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.
For the year ended June 30, 2026, shares of common stock were issued, and there were shares issued and outstanding as of June 30, 2026, and 2025.
| F-31 |
Preferred Stock
We have been authorized to issue shares of preferred stock. $0.01 par value, but preferred stock is issued and outstanding as of June 30, 2026 and 2025.
Treasury Stock
We
had shares of treasury stock, valued at $
Cash Dividends
On November 4, 2025, our Board
of Directors declared a cash dividend of $ per share on our common stock, totaling $
NOTE 9 – RELATED PARTY TRANSACTIONS
On May 14, 2024, we entered into
an Agreement for Formation of a Joint Venture Corporation (the “Agreement”). Under the terms of the Agreement, the parties
formed a Nevada corporation, Sigbeat, to be owned 60% by Franklin and 40% by its EMS partner, Forge. The parties contributed a total of
$
For the years ended June 30,
2026 and 2025, we purchased EMS from Forge in the amount of approximately $
On November 10, 2022, the
Company and OC Kim, its President, entered into an amendment of the employment agreement dated
On September 23, 2024, the Board
acknowledged that Mr. Kim had earned an incentive bonus of $
| F-32 |
On May 8, 2025, we entered into
an Option Repurchase Agreement with Mr. Kim under which it repurchased certain vested options for a total value of $.
Of this amount, $
As of June 30, 2026, the Company
has not made any cash payments toward Mr. Kim’s total accrued bonus of $
Excluding what was previously described, there have not been any transactions entered into or have been a participant in which a related person had or will have a direct or indirect material interest.
NOTE 10 – SUBSEQUENT EVENTS
The FASB issued ASC 855, “Subsequent Events.” ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We have evaluated all events or transactions that occurred after June 30, 2026, up through the date the financial statements were available to be issued.
Other than as described in NOTE 6 (COMMITMENTS AND CONTINGENCIES – Litigation - FTI Litigation in Korea), we did not have any material recognizable subsequent events required to be disclosed to the financial statements as of June 30, 2026.
| F-33 |
Exhibit 31.1
CERTIFICATION
I, OC Kim, certify that:
1. I have reviewed this Annual Report on Form 10-K of Franklin Wireless Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 28, 2026
/s/ OC Kim
OC Kim
President
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Reid Granados, certify that:
1. I have reviewed this Annual Report on Form 10-K of Franklin Wireless Corp.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: September 28, 2026
/s/ Reid Granados
Reid Granados
Acting Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Franklin Wireless Corp. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, OC Kim, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(a) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 28, 2026
| /s/ OC Kim | |
| OC Kim | |
| President (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Franklin Wireless Corp. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Reid Granados, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(a) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: September 28, 2026
| /s/ Reid Granados | |
| Reid Granados | |
| Acting Chief Financial Officer | |
| (Principal Financial Officer) |