Ispire Technology Inc 8-K, filed Sep 17, 2026
Ispire Technology Inc. (ISPR)
About this 8-K
Ispire Technology Inc filed this 8-K on September 17, 2026, reporting on events of September 15, 2026.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 2.02. Results of Operations and Financial Condition.
On September 15, 2026, Ispire Technology Inc. (the “Company”) issued a press release regarding its financial results for the fiscal fourth quarter and fiscal year ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additionally, on September 16, 2026, the company held an earnings call open to the public (the “Earnings Call”). Mr. Steven Przybyla, the Company’s President, and Mr. Jie Yu, the Company’s Chief Financial Officer, discussed the financial and operating results of the Company for the quarter and fiscal year ended June 30, 2026. The transcript of the Earnings Call is furnished as Exhibit 99.2 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Press Release of Ispire Technology issued on September 15, 2026. | |
| 99.2 | Transcript of Earnings Call held on September 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ispire Technology Inc. | |||
| By: | /s/ Tuanfang Liu | ||
| Name: | Tuanfang Liu | ||
| Title: | Chief Executive Officer | ||
| Dated: September 17, 2026 | |||
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Exhibit 99.1
Ispire Technology Inc. Reports Fourth Quarter and Fiscal Year 2026 Financial Results
Q4 Revenue Increased 33% Year-over-year and 43% Sequentially to $26.7 Million
Full Year Operating Cash Burn Improves by $6.8 Million, Signaling Progress Toward Cash Flow Positive
Multiple Possible Revenue Catalysts Coming Online as Malaysia Manufacturing and Vapor ODM Scale Up; Joint Venture Proprietary Age-Gating and G-Mesh Technologies Advance Toward Commercialization
LOS ANGELES, Sept. 15, 2026/PRNewswire/--Ispire Technology Inc. (Nasdaq: ISPR) (“Ispire,” the “Company,” “we,” “us,” or “our”), an innovator in vaping technology and precision dosing, today reported financial results for the fourth quarter and fiscal year ended June 30, 2026.
Steven Przybyla, President of Ispire, commented, “We believe fourth quarter results mark an important inflection point for the company and the turnaround we began more than a year ago. Fourth quarter revenue increased 33% year-over-year and 43% sequentially to $26.7 million, while operating cash flow also increased sequentially. In our view, these results demonstrate that the restructuring and investments we have made are beginning to translate into improved operating performance and position us for a fundamentally improved fiscal 2027. Our Malaysia manufacturing facility is now fully operational, our Vapor ODM platform is entering the market, and we continue to advance IKE Tech’s proprietary age-gating technology toward commercialization. We have also begun to expand beyond vaping through our joint venture with Jincheng Pharma, giving us a platform to enter the rapidly growing nicotine pouch market.
“These initiatives span different stages of development and create a diversified set of possible growth drivers. In the near term, we believe our Malaysia manufacturing and ODM platforms are positioned to expand our addressable customer base, strengthen our competitive position and generate new revenue opportunities. Over the longer term, IKE Tech’s age-gating technology is showing the potential to address significant unmet needs in not just the U.S. market, but globally, while our G-Mesh continues to generate interest from leading global tobacco companies and major international brands.
“We believe fiscal 2027 will be a transformational year of fundamental growth and change for Ispire. We expect it will be the first full year of vapor and nicotine pouch production at our company-owned factories in Malaysia, a year of major commercial developments and contracts within our IKE Tech joint venture and a year of continued investment in cutting-edge technologies that we believe can be highly accretive to the balance sheet and long-term value of the business.
Multiple Growth Catalysts, Each Backed by a Massive Addressable Market
| Catalyst | Timeline | Opportunity | ||
| Malaysia Manufacturing | Now | ~$73B global vape market; 25% tariff advantage over China for exports to US | ||
| Vapor ODM | July 2026 / 2027 | Mid-sized brands in 2026; large brand partnerships in 2027 | ||
| Age-Gating (IKE Tech) | 2027+ | ~$50-70B US flavored vape market currently locked; ~6B devices/year US TAM | ||
| G-Mesh Technology | 2027+ | $24B+ legal global vape market; licensing discussions with big tobacco underway |
Summary Financial Results for the Three Months Ended June 30, 2026
Revenue was $26.7 million, compared to $20.1 million in the fourth quarter of fiscal year 2025. The increase of $6.6 million, or 32.5%.
Gross profit was $1.7 million compared to $2.5 million for the fourth quarter of fiscal year 2025. Gross margin was 6.3% compared to 12.3% for the year ago period. Gross margin was impacted by inventory impairments in Q4.
Total operating expenses were $15.2 million, a 11.1% reduction compared to $17.1 million for the fourth quarter of fiscal year 2025. Credit loss expense was $9.2 million, an increase of $533,000 compared to $8.6 million in the year ago period.
Net loss was $13.8 million, or ($0.24) per share, an improvement of $971,000 compared to a net loss of $14.8 million, or ($0.26) per share, in the fourth quarter of fiscal year 2025.
Adjusted EBITDA loss was ($2.3) million, an improvement of $2.1 million, compared to an Adjusted EBITDA loss of ($4.4) million in the year ago period.
Cash: At June 30, 2026, the Company held cash of $19.3 million and working capital of $803,000. An increase of $1.3 million in cash and decrease of $86,000 in working capital from the quarter ended March 31, 2026.
Summary Financial Results for the Fiscal Year Ended June 30, 2026
Revenue was $96.0 million, compared to $127.5 million in fiscal 2025. The decrease of $31.5 million, or 24.7%, was primarily driven by lower cannabis vaping hardware sales in the United States, which decreased by $17.4 million to $15.1 million, and lower vaping product sales in Europe, which decreased by $12.7 million to $61.4 million. Product sales in Asia Pacific, excluding China, also decreased by $1.4 million to $10.9 million.
Gross profit was $12.3 million compared to $22.6 million for fiscal 2025. Gross margin was 12.8% compared to 17.8% for fiscal 2025. Gross margin was impacted by changes in product mix and a one-time increase in inventory provision accrued during the year ended June 30, 2026.
Total operating expenses were $44.9 million, a 26% reduction compared to $60.5 million for fiscal 2025. Credit loss expense was $20.7 million, a decrease of $1.3 million compared to $22.0 million in fiscal 2025.
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Net loss was $33.2 million, or ($0.58) per share, an improvement of $6.0 million, compared to a net loss of $39.2 million, or ($0.69), in fiscal 2025.
Adjusted EBITDA loss was ($4.0) million, an improvement of $4.8 million, compared to an Adjusted EBITDA loss of ($8.8) million in fiscal 2025.
Net cash used in operating activities was $569,000, and improvement of $6.8 million, compared to Net cash used in operating activities of $7.4 million in fiscal 2025,
Outlook
The Company previously expected to achieve cash-flow-positive performance in the second half of calendar year 2026. While operating cash flow has improved substantially year over year, the Company has made investments related to its Malaysia manufacturing facility during the first quarter of fiscal year 2027, which makes the timing of achieving cash-flow positive less certain. Management remains focused on reaching positive cash flow as the benefits of the Company’s new manufacturing and commercial programs begin to scale.
Conference Call
The Company will conduct a conference call at 8 am ET on Wednesday, September 16, 2026, to discuss the results, followed by a Q&A session.
To listen to the conference call, please dial in using the information below. When prompted upon dialing-in, please ask for the “Ispire Technology Call.”
| ● | Date: Wednesday, September 16, 2026 |
| ● | Time: 8 am ET |
| ● | Dial-In Numbers: United States 1-877-451-6152 or International 1-201-389-0879 |
This conference call will be webcast live and can be accessed by all interested parties at:
Please access the link at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software.
A playback will be available until 11:59 pm ET on Wednesday, September 30, 2026. To listen, please dial 1-844-512-2921 or +1-412-317-6671. Use the passcode 13762496 to access the replay.
About Ispire Technology Inc.
Ispire is engaged in the research and development, design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping products. The Company’s operating subsidiaries own or license more than 400 patents worldwide. Ispire’s branded e-cigarette products are marketed under the Aspire name and are sold worldwide (except in the U.S., People’s Republic of China and Russia) primarily through its global distribution network. The Company also engages in original design manufacture (ODM) relationships with e-cigarette brands and retailers worldwide. The Company’s cannabis products are marketed under the Ispire brand name primarily on an ODM basis to other cannabis vapor companies. Ispire sells its cannabis vaping hardware in the US, Europe and South Africa and it recently commenced marketing activities and customer engagement in Canada and Latin America. For more information visit www.ispiretechnology.com or follow Inspire on Instagram, LinkedIn, Twitter and YouTube.
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Non-GAAP Financial Measures
In evaluating its business, the Company uses or may use certain non-GAAP measures as supplemental measures to review and assess its operating and financial performance. These measures are commonly used in the manufacturing industry to provide stockholders and potential investors with additional information that excludes unusual or non-recurring items as well as non-cash items that are unrelated to or may not be indicative of the Company’s ongoing operating results. These measures may not be comparable to similar measures presented by other companies and should not be viewed as a substitute for measures reported under U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools when assessing the Company’s operating and financial performances, and investors should not consider them in isolation, or as a substitute for any consolidated statement of operations data prepared in accordance with U.S. GAAP. The reconciliations to EBITDA and Adjusted EBITDA from relevant GAAP metrics are included at the end of this press release.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the Company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements include, but are not limited to, risks and uncertainties including those regarding: whether the Company may be successful in re-entering the U.S. ENDS market; the approval or rejection of any PMTA submitted by the Company; whether the Company will be successful in its plans to further expand into the African market; whether the Company’s joint venture with Touch Point Worldwide Inc. d/b/a/ Berify and Chemular Inc. (the “Joint Venture”) may be successful in achieving its goals as currently contemplated, with different terms, or at all; the Joint Venture’s ability to innovate in the e-cigarette technology space or develop age gating or age verification technologies for nicotine vaping devices; the Company’s ability to collect its accounts receivable in a timely manner; the Company’s business strategies; the ability of the Company to market Ispire ONE™ and G-Mesh; G-Mesh and Ispire ONE™’s success in meeting its goals; the ability of its customers to derive the anticipated benefits from G-Mesh or Ispire ONE™ and the success of its products on the markets; Ispire ONE™ proving to be safe; the timing of the Company’s ability to achieve positive cash flow, if at all; whether the Company’s joint venture with Jincheng Pharma may be successful in achieving its goals as currently contemplated, with different terms, or at all; and the risk and uncertainties described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note on Forward-Looking Statements” and the additional risk described in Ispire’s Annual Report on Form 10-K for the year ended June 30, 2025 and any subsequent filings which Ispire makes with the SEC. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by applicable law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.
Contact:
HAYDEN IR:
James Carbonara
(646)-755-7412
james@haydenir.com
Brett Maas
(646) 536-7331
brett@haydenir.com
-- Tables Follow –
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ISPIRE TECHNOLOGY INC.
CONSOLIDATED BALANCE SHEETS
(In $USD, except share and per share data)
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 19,328,650 | $ | 24,351,765 | ||||
| Restricted cash | 50,228 | - | ||||||
| Accounts receivable, net | 19,819,480 | 39,588,998 | ||||||
| Inventories, net | 3,126,252 | 6,647,970 | ||||||
| Prepaid expenses and other current assets | 2,519,129 | 2,244,505 | ||||||
| Due from a related party | 590,911 | 75,147 | ||||||
| Total current assets | 45,434,650 | 72,908,385 | ||||||
| Other assets: | ||||||||
| Property, plant and equipment, net | 2,423,509 | 2,952,800 | ||||||
| Intangible assets, net | 2,572,060 | 2,232,620 | ||||||
| Right-of-use assets – operating leases | 3,028,385 | 5,030,005 | ||||||
| Other investment | 2,000,000 | 2,000,000 | ||||||
| Equity method investment | 8,611,823 | 9,515,546 | ||||||
| Other non-current assets | 122,431 | 210,617 | ||||||
| Accounts receivable – non current | - | 7,367,158 | ||||||
| Deferred tax assets | 85,713 | - | ||||||
| Total other assets | 18,843,921 | 29,308,746 | ||||||
| Total assets | $ | 64,278,571 | $ | 102,217,131 | ||||
| Liabilities and stockholders’ (deficit) equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 5,651,330 | $ | 4,172,476 | ||||
| Accounts payable – related party | 29,312,960 | 52,420,256 | ||||||
| Contract liabilities | 1,886,012 | 4,861,250 | ||||||
| Accrued liabilities and other payables | 5,532,103 | 8,099,991 | ||||||
| Borrowing – current portion | 805,361 | 1,146,766 | ||||||
| Operating lease liabilities – current portion | 1,443,763 | 1,838,815 | ||||||
| Total current liabilities | 44,631,529 | 72,539,554 | ||||||
| Other liabilities: | ||||||||
| Amount due to a related party | 47,000,000 | 25,000,000 | ||||||
| Borrowing – net of current portion | - | 805,361 | ||||||
| Operating lease liabilities – net of current portion | 1,893,249 | 3,267,522 | ||||||
| Total liabilities | 93,524,778 | 101,612,437 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ (deficit) equity: | ||||||||
| Common stock, par value $0.0001 per share; 140,000,000 shares authorized; 57,609,396 and 57,193,734 shares issued and outstanding as of June 30, 2026 and June 30, 2025 | 5,760 | 5,719 | ||||||
| Treasury stock, at cost | (60,488 | ) | (60,488 | ) | ||||
| Additional paid-in capital | 52,276,766 | 48,833,601 | ||||||
| Accumulated deficit | (81,269,311 | ) | (48,065,267 | ) | ||||
| Accumulated other comprehensive loss | (198,934 | ) | (108,871 | ) | ||||
| Total stockholders’ (deficit) equity | (29,246,207 | ) | 604,694 | |||||
| Total liabilities and stockholders’ (deficit)/equity | $ | 64,278,571 | $ | 102,217,131 | ||||
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ISPIRE TECHNOLOGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(In $USD, except share and per share data)
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 96,014,610 | $ | 127,494,304 | ||||
| Cost of revenue | 83,716,563 | 104,844,633 | ||||||
| Gross profit | 12,298,047 | 22,649,671 | ||||||
| Operating expenses: | ||||||||
| Sales and marketing expenses | 5,022,884 | 8,439,384 | ||||||
| Credit loss expenses | 20,715,826 | 22,034,812 | ||||||
| General and administrative expenses | 19,151,861 | 30,025,334 | ||||||
| Total operating expenses | 44,890,571 | 60,499,530 | ||||||
| Loss from operations | (32,592,524 | ) | (37,849,859 | ) | ||||
| Other income (expense): | ||||||||
| Interest income | 343,497 | 86,996 | ||||||
| Interest expense | (374,168 | ) | (188,764 | ) | ||||
| Exchange gain (loss), net | 316,441 | (86,570 | ) | |||||
| Other income, net | 250,092 | 1,675 | ||||||
| Total other income (expense) | 535,862 | (186,663 | ) | |||||
| Loss before income taxes | (32,056,662 | ) | (38,036,522 | ) | ||||
| Income taxes | (1,147,382 | ) | (1,203,704 | ) | ||||
| Net loss | $ | (33,204,044 | ) | $ | (39,240,226 | ) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustments | (90,063 | ) | (167,214 | ) | ||||
| Comprehensive loss | (33,294,107 | ) | (39,407,440 | ) | ||||
| Net loss per share | ||||||||
| Basic and diluted | $ | (0.58 | ) | $ | (0.69 | ) | ||
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | 57,306,470 | 56,853,552 | ||||||
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ISPIRE TECHNOLOGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In $USD, except share and per share data)
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | (33,204,044 | ) | $ | (39,240,226 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 944,995 | 812,483 | ||||||
| Credit loss expenses | 20,715,826 | 22,034,812 | ||||||
| Right-of-use assets amortization | 1,806,846 | 1,460,104 | ||||||
| Stock-based compensation expenses | 3,488,207 | 5,616,282 | ||||||
| Inventory impairment | 2,818,653 | 754,976 | ||||||
| Loss from equity method investment | 903,723 | 732,502 | ||||||
| Right-of-use assets impairment | 301,067 | 151,516 | ||||||
| Debt issuance cost amortization | 129,250 | 38,478 | ||||||
| Deferred income taxes | (85,713 | ) | - | |||||
| Impairment loss on prepayments | 539,497 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 6,420,850 | (9,331,350 | ) | |||||
| Inventories | 703,065 | (1,037,552 | ) | |||||
| Prepaid expenses and other current assets | (455,522 | ) | (547,085 | ) | ||||
| Accounts payable and accounts payable – related party | 371,558 | 10,766,537 | ||||||
| Contract liabilities | (2,975,238 | ) | 2,643,084 | |||||
| Accrued liabilities and other payables | (219,699 | ) | (555,383 | ) | ||||
| Operating lease liabilities | (1,875,618 | ) | (1,358,074 | ) | ||||
| Prepaid income tax/income tax payable | (381,355 | ) | (315,189 | ) | ||||
| Advances to a related party | (515,764 | ) | ||||||
| Net cash used in operating activities | (569,416 | ) | (7,374,085 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | (305,952 | ) | (1,100,704 | ) | ||||
| Acquisition of intangible assets | (449,191 | ) | (939,075 | ) | ||||
| Joint venture investment payable | (2,327,311 | ) | (3,158,826 | ) | ||||
| Net cash used in investing activities | (3,082,454 | ) | (5,198,605 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Common stock repurchased | (45,001 | ) | (60,488 | ) | ||||
| Proceeds from borrowing | - | 2,080,863 | ||||||
| Repayment of borrowing | (1,276,016 | ) | (167,214 | ) | ||||
| Net cash (used in) provided by financing activities | (1,321,017 | ) | 1,853,161 | |||||
| Net decrease in cash and restricted cash | (4,972,887 | ) | (10,719,529 | ) | ||||
| Cash and restricted cash - beginning of year | 24,351,765 | 35,071,294 | ||||||
| Cash and restricted cash – end of year | $ | 19,378,878 | $ | 24,351,765 | ||||
| Reconciliation of cash and restricted cash | ||||||||
| Cash | $ | 19,328,650 | $ | 24,351,765 | ||||
| Restricted cash | 50,228 | - | ||||||
| Total cash, restricted cash and equivalents | 19,378,878 | 24,351,765 | ||||||
| Supplemental non-cash investing and financing activities | ||||||||
| Leased assets obtained in exchange for operating lease liabilities | $ | - | $ | 3,062,902 | ||||
| Reclassification of accounts receivable to accounts receivable – non current | $ | - | $ | 7,367,158 | ||||
| Reclassification of accounts payable – related party to amount due to a related party | $ | 22,000,000 | $ | 25,000,000 | ||||
| Supplemental disclosures | ||||||||
| Cash paid for income taxes | $ | 1,612,851 | $ | 1,531,924 | ||||
| Cash paid for interest | $ | 374,168 | $ | 150,285 | ||||
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ISPIRE TECHNOLOGY INC.
UNAUDITED ADJUSTED EBITDA RECONCILIATION (GAAP to non-GAAP)
(In $USD)
Unaudited and in U.S. dollars
Years ended June 30
| Years ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | (33,204,044 | ) | $ | (39,240,226 | ) | ||
| Adjustments | ||||||||
| Credit loss expense | $ | 20,715,826 | $ | 22,034,812 | ||||
| Income tax expense | $ | 1,147,382 | $ | 1,203,704 | ||||
| Stock-based compensation | $ | 3,488,207 | $ | 5,616,282 | ||||
| Inventory impairment | $ | 2,818,653 | $ | 754,976 | ||||
| Depreciation and amortization | $ | 944,995 | $ | 812,483 | ||||
| Debt issuance cost amortization | $ | 129,250 | $ | 38,478 | ||||
| Adjusted EBITDA (Non-GAAP) | $ | (3,959,731 | ) | $ | (8,779,491 | ) | ||
Three months ended June 30
| Three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss | $ | (13,819,287 | ) | $ | (14,790,072 | ) | ||
| Adjustments | ||||||||
| Credit loss expense | $ | 9,177,876 | $ | 8,645,045 | ||||
| Income tax expense | $ | 377,320 | $ | 109,930 | ||||
| Stock-based compensation | $ | 735,740 | $ | 692,531 | ||||
| Prepaid inventory impairment | $ | 539,497 | $ | - | ||||
| Inventory impairment | $ | 431,902 | $ | 681,284 | ||||
| Depreciation and amortization | $ | 253,101 | $ | 220,203 | ||||
| Debt issuance cost amortization | $ | 32,313 | $ | 38,478 | ||||
| Adjusted EBITDA (Non-GAAP) | $ | (2,271,538 | ) | $ | (4,402,601 | ) | ||
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Exhibit 99.2
Ispire Technologies, Inc.
Fiscal Fourth Quarter 2026 Earnings Call Script
September 16, 2026
Steven Przybyla - President
Jay Yu - Chief Financial Officer
Operator
Good afternoon, and welcome to Ispire Technology’s fiscal fourth quarter and full year 2026 earnings conference call.
Today, all participants will be in a listen-only mode. Should you need assistance during today's call, please signal for a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note that today's event is being recorded. I would now like to turn the conference over to James Carbonara with Hayden Investor Relations. Please go ahead.
James Carbonara - Hayden IR
Good afternoon, and welcome to Ispire Technologies' fiscal third quarter 2026 earnings conference call. Before we begin, I would like to remind you that this conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in its announcement are forward-looking statements. Forward-looking statements are based on estimates and assumptions made by the company in terms of its experience and its perception of historical trends, current conditions, and expected future developments, as well as other factors that the company believes are relevant. These forward-looking statements involve known and unknown uncertainties. and many factors could cause the company's actual results or performance to differ materially from those expressed or implied by the forward-looking statements. Further information regarding this and other risk factors are included in the company's filings with the SEC. The company undertakes no obligation to update forward-looking statements to reflect subsequent or current events or circumstances or changes in expectation, except as may be required by law. I will now turn the call over to Steven Przybyla, President of Ispire Technology. Steve, you may begin.
Steven Przybyla, President
Thank you.
As we look at the fourth quarter and fiscal year, I want to start with what we believe is the most important takeaway: Ispire has reached an important inflection point in its turnaround.
We began this turnaround a little over a year ago with clear objectives: clean up the balance sheet, reduce the cost structure, address legacy issues and build the foundation for a more focused and sustainable business, while advancing key growth catalysts. That work has not always been visible in the headline revenue numbers, but it has fundamentally changed the company and we are now beginning to see that work reflected in the financial results.
Fourth quarter revenue was $26.7 million, up 33% year over year and 43% sequentially. Cash also increased sequentially. At the same time, operating expenses remain substantially below where they were a year ago. For me, that combination is important. We are seeing improving revenue momentum against a much leaner cost structure and a stronger balance sheet.
There is still work to do. The financial cleanup is not completely finished, and we remain disciplined around receivables and working capital. But, I believe we are much closer to the end of that process, and we expect the remaining legacy accounts receivable write-offs to be substantially addressed during fiscal 2027, with little or no carryover into following years. Completing that process, along with the underlying business’ continued improvement, positions us to achieve positive GAAP earnings.
The first major catalyst is Malaysia.
Fiscal 2027 will be our first full fiscal year of vapor and nicotine pouch production at our company-owned facilities in Malaysia. Recall, we obtained our nicotine manufacturing license for vapor products in March of 2026, and the license to produce nicotine pouches in May of 2026. This is important not only because of the additional production capacity, but because Malaysia changes both the economics of our manufacturing business and the markets we can serve.
We are seeing strong interest from Chinese brands that are looking to diversify and move production outside of China, and we have also had recent visits to our facilities from major global tobacco companies. I hope to announce the positive results of one such very recent visit in the near term. We believe the combination of our manufacturing capabilities, regulatory infrastructure and Malaysian footprint gives us a differentiated proposition for brands looking for a reliable production partner. Our expectation is that several of these opportunities will mature and translate into commercial agreements during fiscal 2027.
The second piece of the Malaysia strategy is our existing business.
We are excited about Vapor ODM. The objective here is straightforward: expand our customer base by allowing brands to leverage our manufacturing capabilities and product expertise without having to build that infrastructure themselves. We believe the combination of Malaysia, ODM and our existing manufacturing platform can create a meaningful new source of revenue while also increasing utilization of our facilities.
The third major area of opportunity is our technology joint venture, IKE Tech.
IKE is developing into a broader technology platform focused on age verification, product authentication and compliance for regulated nicotine markets. We believe these capabilities address a growing need among regulators, manufacturers and brands, and we are actively pursuing commercial partnerships with large international brands and manufacturers. IKE 2.0, which includes significant improvements to the user experience, is also scheduled to launch this fall.
We have made meaningful progress on the regulatory front as well. I have personally participated in four meetings with the FDA and HHS over the past six months, including a June 15 meeting with the FDA’s Acting Commissioner. The feedback has been overwhelmingly positive – the agency wants point of use-age gating and applauds our technology., These discussions have reinforced our view that the need for this type of technology is real and growing on a global basis.
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Our component PMTA remains under review, but our strategy is broader than any single regulatory pathway. We are continuing to develop both the age-gating and product authentication technology platforms, pursue additional regulatory and commercial paths, and build relationships that can create value independent of any particular regulatory timeline.
We also see a potential path to a significant liquidity event involving IKE during fiscal 2027 that would be separate from regulatory authorization. We are not yet in a position to provide additional detail, but we expect to have more to say as those discussions develop.
Beyond IKE, G-Mesh continues to generate interest from leading global tobacco companies and other major international brands. We believe the technology has the potential to meaningfully differentiate the products we can offer and create additional opportunities within the global nicotine market.
And finally, we are looking beyond the businesses and technologies we have already announced. We are evaluating several transformational investments in disruptive technologies. We are being highly selective, but we believe there are opportunities where an investment could materially expand Ispire's value proposition and accelerate our evolution into a technology-forward company. Specifically, I want to emphasize that we are looking for opportunities where we believe our capital, manufacturing expertise, regulatory infrastructure or global relationships can create a meaningful advantage.
When we look ahead, we believe fiscal 2027 will be a year of fundamental growth and change. We will have our first full year of vapor and nicotine pouch production in Malaysia. We expect new major commercial relationships to develop. We will begin the transition of our branded production to Malaysia and work toward materially improving the economics of that business. IKE Tech will have several commercial and technology milestones ahead, and we expect G-Mesh and other proprietary technologies to create additional opportunities.
Most importantly, we are entering this period with a much stronger foundation than we had a year ago: a leaner cost structure, a cleaner balance sheet, increasing manufacturing capabilities and multiple paths to growth.
Our job now is execution. The fourth quarter was an important first step in demonstrating that the turnaround is working. Fiscal 2027 is about taking that momentum and building the next version of Ispire.
I will now turn the call over to Jay for a more detailed review of our financial results. Jay?
Jay Yu - Chief Financial Officer
Thank you, Steve.
For the fiscal fourth quarter ended June 30, 2026, Ispire Technology reported revenue of $26.7 million, an increase of 33% year over year and 43% sequentially, compared with $20.1 million in the fourth quarter of fiscal 2025 and $18.7 million in the prior quarter. The increases reflect improving demand across the business and increased production activity as we entered the new fiscal year.
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Gross profit for the quarter was $1.7 million, and gross margin was 6.3%, compared to $2.5 million and 12.3%, respectively. The decline in Gross margin was the result of inventory impairments recognized in Q4.
Total operating expenses, excluding credit loss, were $6.0 million, down 28.6% year-over-year from $8.5 million and up a modest 2.3% sequentially from $5.9 million in the March quarter. The year-over-year decline reflects the continued benefits of a leaner operating structure and disciplined expense management. With our cost base now substantially lower, we believe the business is increasingly positioned to leverage revenue growth and scale to drive operating improvement.
Credit loss in the fourth quarter was $9.2 million, down approximately $533,000, or 6.2%, year over year. The reduction reflects continued progress in resolving legacy receivables and improving the quality of our balance sheet. As we enter fiscal 2027, we remain focused on disciplined receivables and working capital management as we complete the final stages of the financial cleanup.
Net loss for the quarter was $13.8 million compared with $14.8 million in the year-ago period and $9.5 million in the prior quarter.
Adjusted EBITDA for the fourth quarter was a loss of $2.3 million, an improvement of $2.1 million compared to an Adjusted EBITDA loss of $4.4 million in the year-ago quarter. The improvement reflects the continued benefits of a leaner cost structure and greater operating efficiency as we move into fiscal 2027.
Turning to our full-year results…
For fiscal 2026, Ispire Technology reported revenue of $96 million, compared with $127.5 million last fiscal year. The decline was primarily driven by lower cannabis vaping hardware sales in the U.S. and lower vaping product sales in Europe, along with a modest decline in our Asia Pacific business, excluding China.
Gross profit was $12.3 million, compared with $22.6 million in fiscal 2025, while gross margin was 12.8%, compared with 17.8% last year. The decline in gross margin was primarily driven by changes in product mix and a one-time increase in our inventory provision during fiscal 2026.
Total operating expenses, excluding credit loss, were $24.2 million, down 37% year over year from $38.5 million in fiscal 2025. This reflects the sustained cost discipline we have maintained and a more focused operating structure. We believe we now have a much more efficient cost base, positioning us to translate revenue growth and scale into improved profitability.
Credit loss for the full year was $20.7 million, down approximately $1.3 million from $22.0 million in fiscal 2025. This improvement reflects continued progress in addressing legacy issues, and we remain focused on maintaining discipline around receivables and working capital management as we complete the financial cleanup.
Net loss for fiscal 2026 was $33.2 million, an improvement of $6.0 million compared with $39.2 million in fiscal 2025.
Adjusted EBITDA for fiscal 2026 was a loss of $4.0 million, an improvement of $4.8 million compared to an Adjusted EBITDA loss of $8.8 million in fiscal 2025. The improvement reflects the meaningful reduction in our operating cost structure and continued progress toward a more efficient and scalable business model.
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We ended the fiscal year with $19.3 million in cash, compared with $24.4 million at the end of fiscal 2025.
Importantly, net cash used in operating activities improved significantly during fiscal 2026. Operating cash use was $569,000 for the full year, compared with $7.4 million in fiscal 2025, representing an improvement of $6.8 million year over year. This reflects the progress we have made in reducing operating costs, improving collections and addressing legacy working capital issues.
With a solid balance sheet, a leaner cost structure and improving operating momentum, we believe Ispire has reached an important inflection point in its turnaround. The 33% year-over-year and 43% sequential increase in fourth quarter revenue, along with a growing cash balance, provides tangible evidence that the business is moving in the right direction.
We enter fiscal 2027 focused on building on this momentum and converting the foundation we have established into sustainable growth, stronger cash generation, and improved profitability.
With that, I’ll turn the call back to Steve.
Steven Przybyla, President
Thank you, Jay.
Our fourth quarter results reinforce the message we started with today: the turnaround is here and now, and we are entering fiscal 2027 from a fundamentally stronger position.
We have spent the past year simplifying the business, strengthening the balance sheet, reducing our cost structure and addressing legacy issues. We have also made significant progress in operating cash flow, bringing cash used in operations essentially to breakeven for the full fiscal year.
As we enter fiscal 2027, we will be making significant payments related to our Malaysia manufacturing facility. These are planned investments in capacity that we believe are important to our growth strategy, but they make it difficult to provide a specific timeline for achieving positive cash flow. The key point is that the underlying operating cash performance has improved substantially
We believe fiscal 2027 can be a defining year for Ispire. We have fundamentally changed the company over the past year, and we are now in a position to focus on what comes next—bringing new manufacturing capacity online, converting commercial opportunities into revenue and advancing our technology platforms toward commercialization.
We are excited about what we are building and believe the opportunities ahead have the potential to create meaningful long-term value for our shareholders.
With that, we will open the call for questions.
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